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Royal Bank of Canada Management Proxy Circular Now Available

TORONTO, February 4, 2013 - 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 and Special Meeting of Common Shareholders and Management Proxy Circular for 2013. The circular is also available online at rbc.com/governance.

The circular contains information about RBC's annual meeting, scheduled to take place on Thursday, February 28, 2013 in Calgary, including the election of directors, the appointment of the bank's auditor and proposals from shareholders. The circular also includes a detailed explanation of the board's 2012 performance evaluation and compensation decisions for RBC President and Chief Executive Officer, Gordon Nixon, and other named executive officers.

RBC delivered record earnings of $7.5 billion in 2012, up 17 per cent from the prior year, with a return on common equity of 19.3 per cent and achieved a one-year total shareholder return of 22 per cent*. Earnings from continuing operations of $7.6 billion were up nine per cent from the prior year.

The board awarded Mr. Nixon total direct compensation of $12.6 million for 2012. This includes $11.1 million of variable compensation, of which 74 per cent is deferred. His compensation was 12 per cent above the established target and reflects the fact that Mr. Nixon met or exceeded a balanced combination of financial, risk, strategic, client and employee objectives for the year. RBC also met or exceeded the financial performance objectives used to measure its progress against its medium-term total shareholder return objectives, including exceeding return on equity and diluted earnings per share growth.

"In 2012, RBC extended its leadership in Canada while building on the momentum outside of its domestic market through consistent execution of its diversified business strategy," said David O'Brien, chairman of the Board of Directors. "RBC is well positioned to continue delivering shareholder value."

RBC further strengthened the alignment of compensation to evolving best practices and shareholder interests. For example, for 2012 RBC again reduced the weighting of stock options in the mid-and long-term incentive mix for named executive officers.

The board believes that shareholders should have a say on its approach to compensation, and recommends that shareholders approve the 'say-on-pay' advisory vote at the upcoming annual meeting.

*(as at October 31, 2012)

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For more information, please contact:

Investors:
Karen McCarthy, Investor Relations, RBC, 416 955-7809

Media:
Tanis Feasby, Financial Communications, RBC, 416 955-5172