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RBC Board of Directors to engage with shareholders and other stakeholders on proxy access

TORONTO, March 22, 2017 - The Board of Directors of Royal Bank of Canada (“RY” on TSX and NYSE) issued the following statement today:

“At our upcoming annual meeting on April 6, 2017, shareholders will vote on a “proxy access” proposal from a shareholder that asks the Board to adopt a resolution enabling shareholders holding three per cent or more of our shares and meeting certain other requirements to nominate a director to the Board and to include nominees on the Bank’s proxy voting form.

Already, current Canadian law allows a shareholder or group of shareholders holding five per cent of a bank’s outstanding shares and meeting certain other requirements to nominate a director in the bank’s proxy materials by submitting a shareholder proposal.

The Board of Directors has recommended voting against the current proposal for a number of reasons, including that it would not be aligned with the statutory proxy access rules set out in the Bank Act.

Prior to receiving this proposal, representatives of RBC’s Board had a discussion on proxy access initiated by the Canadian Coalition for Good Governance (CCGG). The Board is aware that shareholders who support proxy access in principle want to ensure it is implemented in a manner appropriate for RBC.

To further support shareholder rights, we are committed to continuing our dialogue on the evolving proxy access framework in Canada with shareholders and other stakeholders, including the CCGG, and will consider an enhanced proxy regime that is appropriate for RBC and consistent with our regulatory and legislative framework. We plan to report back to shareholders at the 2018 annual meeting.”

About RBC
Royal Bank of Canada is Canada’s largest bank, and one of the largest banks in the world, based on market capitalization. We are one of North America’s leading diversified financial services companies, and provide personal and commercial banking, wealth management, insurance, investor services and capital markets products and services on a global basis. We have over 80,000 full- and part-time employees who serve more than 16 million personal, business, public sector and institutional clients through offices in Canada, the U.S. and 35 other countries. For more information, please visit http://www.rbc.com/.‎

RBC helps communities prosper, supporting a broad range of community initiatives through donations, community investments and employee volunteer activities. For more information please see: http://www.rbc.com/community-sustainability/.

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For further information, please contact:

Investor Contact:
Dave Mun, Investor Relations, 416-974-4924

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