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Royal Bank of Canada Management Proxy Circular now available

TORONTO, January 31 2014 - 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 2014. The circular is also available online at (opens new window).

The circular contains information about RBC's annual meeting, scheduled to take place on Wednesday, February 26, 2014 in Toronto, 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 assessment of the performance of RBC President and Chief Executive Officer, Gordon Nixon, and other named executive officers for fiscal 2013, and related compensation decisions.

RBC delivered record net income of $8.4 billion in 2013, up 12 per cent from the prior year, with a return on common equity (ROE) of 19.4 per cent. Three and five-year average annual total shareholder returns (TSR) were 13 per cent at fiscal year-end, and one-year TSR was 28 per cent.

"In 2013, RBC delivered record earnings, increased efficiency and made significant progress against our strategic goals while gaining market share in key businesses in Canada and globally," said Kathleen Taylor, chair of the Board of Directors. "RBC has the financial strength, diversified business mix and the right values and culture to continue to deliver on our proven long-term strategy."

The board awarded Mr. Nixon total direct compensation of $12.7 million for 2013, which is up marginally from last year. This includes $11.2 million of variable compensation, of which 74 per cent is deferred. Mr. Nixon exceeded a combination of financial, client, risk, strategic, and operational performance goals for the year. RBC also met or exceeded the financial performance objectives used to measure progress against its medium-term total shareholder return objectives, including exceeding ROE and diluted earnings per share growth.

RBC further strengthened the alignment of compensation to evolving best practices and shareholder interests in 2013. For example, RBC added explicit key customer metrics in determining annual variable short-term incentive awards and adopted the use of ROE in combination with net income in measuring financial performance.

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

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For further information, please contact:

Karen McCarthy, Investor Relations, 416-955-7809

Media Contact:
Tanis Feasby, Communications, 416-955-5172