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Royal Bank of Canada Management Proxy Circular Now Available

TORONTO, February 7, 2011— Royal Bank of Canada (RY on TSX and NYSE) today announced it has filed with securities regulators and is mailing to shareholders its Notice of Annual Meeting of Common Shareholders and Management Proxy Circular for 2011. The circular is also available online at www.rbc.com/governance.

The circular contains information about the RBC annual meeting, scheduled to take place on Thursday, March 3, 2011 in Toronto, including information relating to the 14 nominees proposed for election as RBC directors, the appointment of the bank's auditors and proposals from shareholders.

The circular also provides disclosure about changes to and features of compensation programs for employees and senior executives. These programs demonstrate RBC's ongoing leadership in corporate governance and the alignment of our compensation programs with risk management principles, shareholders' interests and best practices.

"The board of directors establishes executive compensation programs designed to reward individual contribution to superior financial performance and sustainable long-term shareholder value," said David O'Brien, chairman of the board. "In 2010, RBC delivered top quartile total shareholder returns for the three-year and five-year periods compared to our global peer group."

Key items in the circular include:

  • A detailed description and explanation of the board's evaluation of 2010 performance and compensation decisions for RBC President and Chief Executive Officer, Gord Nixon, and the other named executive officers. Mr. Nixon's total direct compensation was $11 million in 2010. Of the total, $9.6 million was variable, with $7.5 million of that paid through deferred equity-based awards with a minimum three-year deferral period.

  • A chart showing named executive officer compensation, including the proportion of pay at-risk and deferred performance-based pay. For all named executive officers, between 65 per cent and 78 per cent of performance-based pay was deferred through equity-based awards.

  • Charts showing share ownership requirements and actual share holdings for the named executive officers. The CEO is required to hold RBC shares valued at no less than eight times his base salary. Mr. Nixon holds RBC shares valued in excess of 40 times his salary.

  • A chart showing the change in compensation for the CEO and other named executive officers compared to the change in total shareholder returns (TSR) over the past five years. During this period, annualized TSR was 9.5 per cent, while the compound annual growth rate in total compensation for the CEO and other named executive officers was 7.8 per cent, reflecting RBC's pay-for-performance philosophy.

  • A description of updates to compensation governance practices to strengthen alignment to risk management principles and shareholder interests. These include: adopting a formal policy on compensation risk management; developing criteria to identify employees who may have a material impact on RBC's risk profile; and enhancing processes to ensure compensation programs do not contribute to risk-taking in excess of RBC's risk appetite.

The RBC board of directors believes that shareholders should have a say on our approach to compensation and has in place a policy for an annual shareholder advisory vote. The circular includes the board's recommendation that shareholders approve a non-binding resolution accepting the approach to executive compensation disclosed in the document.

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For more information, please contact:

Investors:
Karen McCarthy, Toronto, (416) 955-7809,
karen.mccarthy@rbc.com

Media:
Gillian McArdle, Toronto, (416) 974-5506
or toll-free 1-888-880-2173, gillian.mcardle@rbc.com