Exhibit 99.1

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Caution regarding forward-looking statements

From time to time, Royal Bank of Canada and its subsidiaries (collectively, “RBC”, “the bank”, “we”, “us” or “our”) make written or oral forward-looking statements within the meaning of certain securities laws, including the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. We may make forward-looking statements in this management proxy circular (circular), in other filings with Canadian regulators or the U.S. Securities and Exchange Commission, in reports to shareholders and in other communications. In addition, our representatives may communicate forward-looking statements orally to analysts, investors, the media and others. Forward-looking statements in this circular include, but are not limited to, statements relating to the expected timing and business of the annual meeting of shareholders, our financial performance objectives and targets, priorities, vision and strategic goals, our approach to compensation, the risk environment and the effectiveness of our risk monitoring, our approach to managing climate- and sustainability-related matters, and statements made by our President and Chief Executive Officer and our Chair of the Board. The forward-looking statements contained in this circular represent the views of management and are presented for the purpose of assisting our stakeholders in understanding our vision, commitments, goals, priorities and targets and may not be appropriate for other purposes. Forward-looking statements are typically identified by words such as “believe”, “expect”, “suggest”, “seek”, “foresee”, “forecast”, “schedule”, “anticipate”, “intend”, “estimate”, “goal”, “commit”, “target”, “objective”, “plan”, “outlook”, “timeline” and “project” and similar expressions of future or conditional verbs such as “will”, “may”, “might”, “should”, “could”, “can”, “would” or negative or grammatical variations thereof.

By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, both general and specific in nature, which give rise to the possibility that our predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that our assumptions may not be correct, that our financial performance, environmental & social or other objectives, vision and strategic goals will not be achieved, and that our actual results may differ materially from such predictions, forecasts, projections, expectations or conclusions.

We caution readers not to place undue reliance on our forward-looking statements as a number of risk factors could cause our actual results to differ materially from the expectations expressed in such forward-looking statements. These factors – many of which are beyond our control and the effects of which can be difficult to predict – include, but are not limited to: business and economic conditions in the geographic regions in which we operate, Canadian housing and household indebtedness, information technology, cyber and third-party risks, geopolitical uncertainty, environmental and social (E&S) risk, digital disruption and innovation, privacy and data related risks, regulatory changes, culture and conduct risks, credit, market, liquidity and funding, insurance, operational, compliance, reputation and strategic risks, other risks discussed in the risk sections of our 2025 annual report, including legal and regulatory environment risk, the effects of changes in government fiscal, monetary and other policies and tax risk and transparency, risks associated with escalating trade tensions, including protectionist trade policies such as the imposition of tariffs, risks associated with the adoption of emerging technologies, such as cloud computing, artificial intelligence (AI), including generative AI (GenAI), and robotics, fraud risk and our ability to anticipate and successfully manage risks arising from all of the foregoing factors. Additional factors that could cause actual results to differ materially from the expectations in such forward-looking statements can be found in the risk sections of our 2025 annual report and the Risk management section of our Q1 2026 report to shareholders, as may be updated by subsequent quarterly reports.

We caution that the foregoing list of risk factors is not exhaustive and other factors could also adversely affect our results. When relying on our forward-looking statements to make decisions with respect to us, investors and others should carefully consider the foregoing factors and other uncertainties and potential events, as well as the inherent uncertainty of forward-looking statements. Material economic assumptions underlying the forward-looking statements contained in this circular are set out in the Economic, market and regulatory review and outlook section and for each business segment under the Strategic priorities and Outlook headings in our 2025 annual report, as updated by the Economic, market and regulatory review and outlook section of our Q1 2026 report to shareholders. Such sections may be updated by subsequent quarterly reports. Any forward-looking statements contained in this circular represent the views of management only as of the date hereof, and except as required by law, we do not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by us or on our behalf.

Please see the reverse of the back cover of this circular for an important notice regarding information in this circular about RBC’s sustainability-related objectives, vision, commitments, goals, metrics and targets.

Royal Bank of Canada

Notice of annual meeting of common shareholders

When

Thursday, April 9, 2026

9:30 a.m. (Eastern Time)

Where

Via live webcast online at:

https://meetings.lumiconnect.com/400-388-754-893

In person:

Toronto Congress Centre

North Building

1020 Martin Grove Road

Toronto, Ontario

Please visit our website at rbc.com/annualmeetings in advance of the meeting for the most current information about attending the meeting.

Business of the annual meeting

At the meeting, shareholders will:

_⬛ Receive our financial statements for the years ended October 31, 2025 and 2024 and the related auditor’s reports

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_⬛ Appoint our auditor

_⬛ Have a say on our approach to executive compensation

_⬛ Consider the shareholder proposals set out in Schedule A of the circular that are properly introduced at the meeting, and

_⬛ Transact any other business that may properly come before the meeting.

For more information about how to vote and attend the meeting, refer to pages 8 to 12 of the circular.

By order of the board of directors,

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Jessica Clinton

Senior Vice-President, Deputy General Counsel and Corporate Secretary

February 10, 2026

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Your vote is important!

We encourage you to read the circular before exercising your vote.

Unless you intend to vote at the meeting, please vote as early as possible so your RBC common shares are represented at the meeting. Computershare Trust Company of Canada, our transfer agent, must receive your vote no later than 1:00 p.m. (Eastern Time) on Tuesday, April 7, 2026.

Refer to pages 8 to 10 of the circular for detailed instructions on how to vote.

Royal Bank of Canada

Fellow

shareholders,

We are pleased to invite you to this year’s annual meeting, to be held on April 9, 2026, at 9:30 a.m. (Eastern Time).

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A strong foundation

In a rapidly changing and more complex world, RBC is upholding its reputation as an all-weather bank – with a strong financial and strategic foundation that delivers value for shareholders across economic cycles.

This foundation was at the heart of RBC’s recent Investor Day, where the bank shared plans to expand its global reach and deliver new capabilities that deepen client relationships and build new ones across our market-leading franchises. In 2025, RBC made progress on what it committed to doing: delivering premium returns and creating more value for clients and shareholders.

RBC entered the 2026 fiscal year as the 11^th largest bank globally and the 6^th largest in North America by market capitalization. In 2025, it generated earnings of $20.4 billion and a return on equity of 16.3 per cent, while returning over $11 billion to shareholders through common dividends and share buybacks.

We are proud that RBC is delivering results that shareholders have come to expect as the bank continues advancing its position as one of the world’s most trusted and successful financial institutions.

RBC’s financial strength remains one of its greatest advantages and gives the bank the ability to fund future growth. This underpins RBC’s diversified business model across segments and geographies, strong credit ratings, technology and data scale, prudent risk appetite and the bank’s trusted brand.

Accelerating RBC’s ambitions

Looking ahead, expectations of RBC will continue to be very high, and the bank needs to work harder than ever to achieve them.

To do that, RBC is staying focused on tomorrow’s biggest growth opportunities in Canada, while scaling and unlocking new revenue streams in

key markets and geographies, particularly the United States, United Kingdom and Europe. At the same time, the bank is building new capabilities to better support its increasingly globally connected clients.

This spirit of innovation and drive to stay ahead of the curve is at the core of RBC’s strong performance and significant momentum – and it’s why the bank is moving forward with a bold ambition to achieve up to $1 billion in enterprise value generated from AI-driven benefits by 2027.

RBC has spent years laying the groundwork with investments in data and technology platforms, exceptional AI talent and world-class security – and this is reflected in the bank’s leadership position among global banks. RBC has been recognized for four straight years as the #1 ranked bank in Canada and #3 ranked bank globally¹ in AI maturity based on the annual Evident AI Index rankings.

Across the organization, AI is empowering RBC’s people, helping uncover opportunities to better serve and understand clients and enabling productivity gains.

With rapid advances in generative and agentic AI opening up new frontiers across financial services, this technology continues to be a key area of the board’s oversight. Responsible governance in AI is essential, and the board supports RBC’s innovative approach to using AI while maximizing the potential of its employees.

At the same time, in 2025, RBC focused on unlocking a bold Global Transaction Banking opportunity that presents a significant market opportunity for RBC’s corporate and commercial clients. This includes capabilities across liquidity management, payments, trade finance and ancillary services. With the launch of RBC Clear^TMand the successful integration of HSBC Bank Canada, the bank is focused on scaling platforms to build a truly globally connected business, deepening support for clients in this significant revenue pool.

1	Out of 50 global financial institutions ranked in the Evident AI Index.

Royal Bank of Canada

Upholding trust and stability

RBC’s success is no accident – it is powered by extraordinary people who exemplify its Purpose of helping clients thrive and communities prosper.

We are incredibly proud of how Team RBC keeps the client at the heart of every decision, bringing trusted advice and real care to every interaction – and going above and beyond in the moments that matter most.

To ensure RBC’s culture and leadership remain aligned with the bank’s Purpose and long-term goals, in 2025, the board oversaw succession planning, leadership development and talent mobility to strengthen RBC’s leadership pipeline. We were particularly proud that the strong results in 2025 came on the heels of a number of changes at the Group Executive level, highlighting the strength of the bench.

As the bank scales further, the board is focused on supporting responsible growth while maintaining RBC’s accountability to shareholders, clients, communities, employees and regulators.

We are confident Team RBC is up to the ambitious work ahead as we remain focused on shareholders’ evolving expectations and bringing them the unparalleled value they rely on.

The board is confident in RBC’s ability to navigate change and pursue our bold ambitions while upholding trust and stability.

With RBC’s global growth ambitions being greater than ever, the leadership team is focused on tapping into the full strength of RBC to deepen how the bank serves clients by delivering exceptional advice, insights and value.

We take great confidence knowing RBC is not just reacting to change but leading with a strong vision for what will help the bank’s shareholders, clients, communities and employees succeed.

Your vote

Join us on April 9, 2026, to vote on important matters. Please consider the information set out in this circular and vote online, by phone or by completing and sending in your proxy or voting instruction form prior to the meeting.

We thank you for your continued support.

Jacynthe Côté

Chair of the Board

David McKay

President and Chief Executive Officer

Royal Bank of Canada

Delivery of meeting materials

Notice-and-access

As permitted by the Canadian Securities Administrators and pursuant to an exemption from the proxy solicitation requirement received from the Office of the Superintendent of Financial Institutions (OSFI), we are using notice-and-access to deliver this circular and RBC’s annual report to registered and non-registered (beneficial) shareholders.

This means that, instead of receiving a paper copy of the meeting materials, you will receive a notice explaining how to access these materials online. Notice-and-access reduces paper and energy consumption, and it allows for faster access to meeting materials.

You will also receive a form of proxy or a voting instruction form with this notice so you can vote your shares.

How to access the meeting materials online

The meeting materials can be found online at:

•

RBC’s website at rbc.com/annualmeetings

•

the website of RBC’s transfer agent, Computershare Trust Company of Canada (Computershare), at www.envisionreports.com/RBC2026

•

SEDAR+ at www.sedarplus.com, and

•

EDGAR at www.sec.gov.

How to request a paper copy of the meeting materials

You may request a paper copy of the meeting materials at no cost up to one year from the date the circular is filed on SEDAR+ as follows:

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To receive paper copies of the meeting materials prior to the voting deadline and the date of the meeting, we must receive your request no later than 5:00 p.m. (Eastern Time) on Tuesday, March 24, 2026. The meeting materials will then be sent to you within three business days of receiving your request. Please note that you will not receive another voting instruction form or form of proxy.

If you submit your request after the meeting, the meeting materials will be sent to you within 10 calendar days of receiving your request.

Who to contact if you have questions about notice-and-access

Please call Computershare at

1-866-586-7635 (Canada/U.S.), or

514-982-7555 (International).

Royal Bank of Canada

Sign up for eDelivery

You can receive shareholder materials, including the notice, form of proxy and voting instruction form, by email. eDelivery reduces paper and energy consumption and gets the documents to you faster.

Non-registered (beneficial) shareholders

Go to www.proxyvote.com and sign up using the control number on your voting instruction form or, after the meeting, contact your intermediary.

Registered shareholders

Go to www.investorvote.com and sign up using the control number on your proxy form or go to www.investorcentre.com/rbc and click on “Receive Documents Electronically”.

The information in this circular is as of February 10, 2026, unless stated otherwise. All dollar amounts are in Canadian dollars, unless stated otherwise.

In this circular, “RBC”, “the bank”, “we”, “us” and “our” mean Royal Bank of Canada; “common shares” means RBC common shares unless the context indicates otherwise; and “shareholder” and “you” mean a holder of common shares, unless the context indicates otherwise.

All references to websites are for your information only. The content of any websites referred to in this circular, including via website link, and any other websites they refer to are not incorporated by reference in, and do not form part of, this circular.

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Royal Bank of Canada

Management proxy circular

Your guide to what’s inside:



The annual meeting	Governance	Executive compensation

6	25	51

Additional
items

Shareholder
proposals

Contact
information

100

Back cover

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The annual meeting

Business of the annual meeting			7

Voting questions and answers			8

Attending the meeting online			11

Attending the meeting in person			12

Additional Information			12

Directors			13

The nominees			13

Competencies and experience			21

Director compensation			22

Royal Bank of Canada

The annual meeting

Business of the annual meeting

_⬛	Receive our financial statements and related auditor’s reports

The consolidated financial statements and management discussion and analysis for the years ended October 31, 2025, and 2024, together with the auditor’s reports on those financial statements, are in our 2025 annual report at rbc.com/annualmeetings and on Computershare’s website at www.envisionreports.com/RBC2026; SEDAR+ at www.sedarplus.com and EDGAR at www.sec.gov.

Elect directors

Thirteen nominees are standing for election as directors of RBC. See pages 13 to 21 of this circular for more information on the nominees. Each director will be elected to hold office until the next annual meeting of shareholders. All of the nominees are currently RBC directors.

The board recommends voting FOR

each nominee.

¾	Appoint the bank’s auditor

The board proposes the appointment of PricewaterhouseCoopers LLP (PwC) as RBC’s auditor until the next annual meeting of shareholders. Representatives from PwC will be at the meeting to answer your questions. A description of fees paid to our auditor can be found on pages 44 to 45 of this circular.

The board recommends voting FOR

PwC as the bank’s auditor.

¾	Have a say on our approach to executive compensation

Shareholder input is a key aspect of our engagement process, which includes inviting you to have your say on our approach to executive compensation.

If you have any comments or questions about our approach to executive compensation, please contact the chair of the board using the contact information on the back cover of this circular. Please review the section on executive compensation starting on page 51 of this circular, where we describe our approach.

More specifically, the board of directors recommends that common shareholders approve the following advisory resolution:

“RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the board of directors that the shareholders accept the approach to executive compensation disclosed in the Management Proxy Circular of the Royal Bank of Canada dated February 10, 2026.”

While this vote is advisory and non-binding, the board will consider the result in future compensation planning.

The board recommends voting FOR

our approach to executive compensation.

¾	Consider shareholder proposals

The shareholder proposals are set out in Schedule A to this circular starting on page 100. While this vote is non-binding, the board will take the results into account when considering these matters.

The board recommends voting AGAINST

each proposal for the reasons noted in

the board’s responses.

Shareholder proposals for next year’s annual meeting must be submitted by 5:00 p.m. (Eastern Time) on November 12, 2026.

Royal Bank of Canada

The annual meeting

Voting questions and answers

Who can vote?

Each share gives you one vote, subject to the

voting restrictions explained below.

You have the right to vote if you owned common shares on the record date, February 10, 2026. There were 1,396,524,760 outstanding shares that were eligible to vote on that date.

Who cannot vote?

Shares cannot be voted if they are beneficially owned by:

•

the Canadian government or any of its agencies

•

a provincial government or any of its agencies

•

the government of a foreign country, any political subdivision of a foreign country or any of its agencies

•

any person who has acquired more than 10% of any class of our shares without the approval of the Minister of Finance, or

•

any person, or any entity controlled by one of the persons listed above, that represents, in aggregate, more than 20% of the eligible votes.

As of February 10, 2026, management and the board are unaware of any person who owns or exercises control or direction over more than 10% of our outstanding shares.

How does voting work?

You can vote your shares by proxy

or at the meeting.

A simple majority of the votes cast by proxy or at the meeting will constitute approval of matters voted on at the annual meeting.

Is my vote confidential?

Yes, your vote is confidential.

To keep your vote confidential, the bank’s transfer agent, Computershare, counts all the proxies and does not provide any individual voting information to RBC unless a shareholder clearly intends to communicate their individual position to the board or management or Computershare is legally required to provide this information.

If you submit your vote using the voting instruction form, your intermediary will tabulate your form and communicate only the result of each vote to Computershare.

How do I vote?

There are two ways you can vote: by proxy or at the meeting either online or in person. Shareholders are strongly encouraged to submit their votes in advance of the meeting. Please follow the instructions below based on whether you are a non-registered (beneficial) shareholder or a registered shareholder.

Non-registered (beneficial) shareholders

An intermediary such as a securities broker, trustee or financial institution holds your shares. Your intermediary sent you a voting instruction form.

Registered shareholders

Your shares are registered directly in your name with our transfer agent, Computershare. A form of proxy was included in your package.

Royal Bank of Canada

The annual meeting


Voting by proxy before the meeting
Non-registered (beneficial) shareholders		Registered shareholders
Provide your instructions in one of these ways:		Provide your instructions in one of these ways:
	Visit www.proxyvote.com and enter your 16-digit control number listed on the enclosed voting instruction form. English: 1-800-474-7493 French: 1-800-474-7501 Complete your voting instruction form and return it by mail in the envelope provided.		Visit www.investorvote.com and enter your 15-digit control number listed on the enclosed form of proxy. Complete your form of proxy and return it by mail in the envelope provided. Fax your completed form of proxy to: Canada/U.S.: 1-866-249-7775 International: 416-263-9524


Changed your mind?		Changed your mind?
If you have already sent your completed voting instruction form to your intermediary and you change your mind about your voting instructions, contact your intermediary immediately.		You may revoke your proxy by: • delivering a written notice to the secretary, or • completing, signing and returning a new proxy form bearing a later date than the form already returned to Computershare. The written notice or new proxy form must be received no later than 1:00 p.m. (Eastern Time) on Tuesday, April 7, 2026.

Attending the meeting yourself and voting at the meeting
Non-registered (beneficial) shareholders		Registered shareholders
• Write your own name in the space provided on your voting instruction form to instruct your intermediary to appoint you as proxyholder. • Sign and return the voting instruction form according to the delivery instructions provided. • Do not complete the instructions section of the voting instruction form as you will be attending and voting online or in person at the meeting. • If attending the meeting online, you must also register yourself as your proxyholder with Computershare, as described below under “Appointing a proxyholder to represent you and vote at the meeting”. Failure to do so will mean you will be unable to participate or vote online. • If attending the meeting in person, please check in at the registration desk with our transfer agent, Computershare, when you arrive at the meeting. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will not be able to vote or participate at the meeting.		• Do not complete or return your form of proxy as you will be voting at the meeting. • If attending the meeting online, log in online as a registered shareholder as described below under “Attending the meeting online”. • If attending the meeting in person, please check in at the registration desk with our transfer agent, Computershare, when you arrive at the meeting.

Royal Bank of Canada

The annual meeting

Appointing a proxyholder to represent you and vote at the meeting

The form of proxy or voting instruction form appoints Jacynthe Côté or David McKay, each a director of RBC, as your proxyholder, which gives them the authority to vote your shares at the meeting or any adjournment.

You can choose another person or company, including a person who is not a shareholder, as your proxyholder to vote your shares online or in person at the meeting. To do this, you must appoint that person as proxyholder as described above under “Voting by proxy before the meeting”.

If the proxyholder will be attending the meeting online, you must register this proxyholder online at www.computershare.com/RBC2026 no later than 1:00 p.m. (Eastern Time) on Tuesday, April 7, 2026, for Computershare to email the proxyholder with a username. Failure to register the proxyholder with Computershare will mean the proxyholder will be unable to register online as a participant or vote online.

If the proxyholder will be attending the meeting in person, the proxyholder will need to check in at the registration desk with our transfer agent, Computershare, when they arrive at the meeting.

How will my proxyholder vote my shares?

Your proxyholder must follow your voting instructions on how you want your shares voted. You can also elect to have your proxyholder decide for you. If you have not specified voting instructions on a particular matter, your proxyholder can vote your shares as they see fit.

Unless you provide alternative instructions, shares represented by proxies will be voted as follows:

•

FOR the election of our director nominees

•

FOR the appointment of PwC as RBC’s auditor

•

FOR the advisory resolution on our approach to executive compensation

•

FOR management’s proposals generally

•

AGAINST the shareholder proposals set out in Schedule A

What about amendments or other business?

If amendments to the business items described in this circular or other business items properly come before the meeting, your proxyholder will decide how to vote on them, if applicable.

How does RBC solicit proxies?

RBC^® management solicits proxies for use at our annual meeting on April 9, 2026, or any adjournment, primarily by mail. RBC’s directors, officers and employees may also call, write or speak to you to encourage you to vote. The bank has retained Laurel Hill Advisory Group (Laurel Hill) to help with this process, among other responsibilities, for a fee of $41,000 for such services, in addition to certain out-of-pocket expenses. Laurel Hill may contact certain non-registered (beneficial) shareholders to assist in exercising their voting rights directly by telephone via Broadridge Investor Communications Corporation’s QuickVote^‡ service. RBC pays all costs associated with soliciting proxies.

Where can I find the voting results?

Following the annual meeting, the bank will post the voting results at rbc.com/annualmeetings and file the results with Canadian securities regulators at www.sedarplus.com.

Royal Bank of Canada

The annual meeting

Attending the meeting online

How do I attend the annual meeting online?

If you are a registered shareholder or a proxyholder (including a non-registered (beneficial) shareholder who has appointed themselves as proxyholder), you will be able to attend the meeting online, securely vote and participate in real time as follows:

•

For registered shareholders: Click “I have a login” and then enter your 15-digit control number under username and password: rbc2026 (case sensitive). The 15-digit control number is located on the form of proxy or in the email notification you received with your control number.

For proxyholders: Once appointed and registered as proxyholder as described above under “Attending the meeting yourself and voting at the meeting” and “Appointing a proxyholder to represent you and vote at the meeting”, Computershare will provide you with a username by email after 1:00 p.m. (Eastern Time) on Tuesday, April 7, 2026. The password to the meeting is: rbc2026 (case sensitive).

To vote online on the matters put forth at the meeting, you must accept the terms and conditions, thus revoking any and all previously submitted proxies.

If you do not wish to revoke all previously submitted proxies, do not accept the terms and conditions once you log in, in which case you will enter the meeting as a guest and you will not be able to vote online or ask questions at the meeting.

It is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences.

If you are a non-registered (beneficial) shareholder and you have not appointed yourself as proxyholder, you will only be able to attend the virtual meeting as a guest as follows: Log in online at https://meetings.lumiconnect.com/400-388-754-893, click “I am a guest” and register online.

People attending as guests will not be able to vote online or participate at the meeting.

Registered shareholders, non-registered (beneficial) shareholders and guests can also attend the meeting online at rbc.com/annualmeetings or via telephone at the following numbers:


IMPORTANT: Participants MUST provide the Participant Passcode to gain entry to the call.
English:		French:
1. 1-800-990-2777 (Canada and the U.S.) 2. 416-855-9085 (International) Participant Passcode: 47817		1. 1-800-990-2777 (Canada and the U.S.) 2. 416-855-9085 (International) Participant Passcode: 78409

People attending online at rbc.com/annualmeetings or via telephone will not be able to vote or participate at the meeting.

You should allow at least 15 minutes to check in to the meeting and complete the related registration.

How can a U.S. non-registered (beneficial) shareholder attend the meeting online?

To attend and vote online at the meeting, you must first obtain a legal proxy form from the intermediary that holds your shares and then register in advance of the meeting as follows:

•

Follow the instructions from your intermediary or contact your intermediary to request a legal proxy form.

•

Submit a copy of your legal proxy form to Computershare by mail using the contact information on the back cover of the circular or by email at uslegalproxy@computershare.com to register for the meeting. Requests for registration must be labelled “Legal Proxy” and be received no later than 1:00 p.m. (Eastern Time) on Tuesday, April 7, 2026.

•

A confirmation of your registration will be emailed to you after Computershare receives your registration materials.

•

Once these steps are completed, you may attend the meeting and vote your shares at: https://meetings.lumiconnect.com/400-388-754-893 during the meeting.

Royal Bank of Canada

The annual meeting

Attending the meeting in person

How do I attend the meeting in person?

If you are a registered shareholder or a proxyholder (including a non-registered (beneficial) shareholder who has appointed themselves as proxyholder), you have the option to attend the meeting in person after checking in at the registration desk when you arrive at the meeting. All registered shareholders and proxyholders (including non-registered (beneficial) shareholders who have appointed themselves as proxyholders) are required to present valid government-issued photo identification when they check in at the registration desk.

Only registered shareholders and duly appointed proxyholders who have presented valid government-issued photo identification at the registration desk will be granted access to the in-person meeting. However, non-registered (beneficial) shareholders who have not appointed themselves proxyholders, non-shareholders and other guests will be able to attend the meeting online as described above under “Attending the meeting online”.

Additional information

Where can I find additional information?

Please contact Computershare at 1-866-586-7635 (Canada/U.S.) or 514-982-7555 (International) if you are not sure whether you are a registered shareholder or non-registered (beneficial) shareholder or for additional information regarding:

•

voting by proxy before the meeting

•

voting at the meeting

•

attending the meeting online or in person, or

•

other general proxy matters.

Only registered shareholders and duly appointed proxyholders (including non-registered (beneficial) shareholders who have appointed themselves as proxyholders) will be permitted to participate during the meeting. More information, including the rules of procedure and how to participate at the meeting, will be made available at rbc.com/annualmeetings in advance of the meeting.

For information regarding technical and logistical issues related to accessing the meeting online, please visit https://meetings.lumiconnect.com/400-388-754-893, click on “Technical support/Soutien technique” and follow the instructions.

Royal Bank of Canada

The annual meeting

Directors

The nominees

This year, there are 13 nominees standing for election. The following nominee profiles include a summary of each nominee’s career experience, competencies, current board committee memberships and directorships at other public companies over the past five years. All director nominees speak English fluently, four speak French fluently and one speaks one or more other languages. The information about each director nominee in this circular is current as of February 10, 2026, except as otherwise noted. For more information about the nominees, see the Directors and Executive Officers section in our annual information form dated December 2, 2025.

Board composition¹


				38% of the director nominees are women²









				The average tenure of our director nominees is 7.2 years

Equity ownership

This section also includes each nominee’s equity ownership in RBC as at February 6, 2026, and February 7, 2025, which is comprised of shares and director deferred stock units (DDSUs).

Values of shares and DDSUs are based on $232.72 and $170.44, the closing price of RBC common shares on the Toronto Stock Exchange (TSX) on February 6, 2026, and February 7, 2025, respectively. None of the nominees hold shares of RBC subsidiaries. The total of RBC securities held as a multiple of the equity ownership requirement for non-executive directors³ is calculated as of February 6, 2026, and February 7, 2025, respectively.

Attendance

The attendance figures in each nominee’s profile show the number of board and committee meetings the nominee attended in fiscal 2025 out of the number of meetings that were held while the nominee was a member.

Directors are required to attend a minimum of 75% of board and committee meetings, except where the governance committee determines that factors beyond their control prevented them from achieving this requirement. Overall attendance includes both regularly scheduled and special meetings of the board and its committees. Special meetings and information sessions are scheduled as needed, often on short notice, on matters that arise between regularly scheduled meetings. Meetings of the committees are open to all directors to attend, and directors often attend meetings of the committees of which they are not members.

1	23% of director nominees are Black, Indigenous or people of colour.

Pursuant to National Instrument 58-101 — Disclosure of Corporate Governance Practices, the bank is required to disclose whether it has adopted a written policy relating to the identification and nomination of women directors, and the annual and cumulative progress in achieving the policy’s objectives. The bank is also required to disclose how the governance committee considers the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board. Finally, the bank is also required to disclose whether it has adopted a target regarding women on its board and in executive officer positions as well as the number and proportion of directors and executive officers who are women.

3	Effective November 1, 2025, the minimum equity ownership requirement for non-executive directors increased from four to five times the total director retainer within six years of joining the board. See page 23 for more information.

Royal Bank of Canada

The annual meeting

LOGO

Mirko Bibic

Toronto, ON, Canada

Age 58 | Director since 2022

Independent

2025 annual meeting

Votes in favour: 98.93%

Competencies

• Business-to-consumer

• Legal/regulatory

• Talent management and executive
compensation

• Technology/digital

Public board memberships

• BCE Inc. (2020–present)

Mr. Bibic is President and Chief Executive Officer of BCE Inc. and Bell Canada (a communications and media company) since 2020. Since joining BCE Inc. in 2004, he has held a variety of senior leadership positions, including Chief Operating Officer, Executive Vice-President, Corporate Development, and Chief Legal and Regulatory Officer.

Mr. Bibic is a director of Bell Canada.

Mr. Bibic holds a Bachelor of Commerce degree from McGill University and a Law degree from the University of Toronto.



Attendance (100% overall)

Board/Committee memberships	Regular	Special

Board	8/8	–

Governance	6/6	–

Risk	7/7	3/3

RBC Equity Ownership

Date

Shares

DDSUs

Total shares/

Total value of

Total as a multiple of equity

as at

(#)

DDSUs (#)

shares/DDSUs

ownership guideline of $2,075,000

February 6, 2026

3,851

8,447

12,298

$2,862,013

1.4 x

February 7, 2025

3,851

6,371

10,222

$1,742,170

0.8 x

LOGO

Andrew A. Chisholm

Toronto, ON, Canada

Age 66 | Director since 2016

Independent

2025 annual meeting

Votes in favour: 98.96%

Competencies

• Accounting and finance

• Financial services

• Legal/regulatory

• Risk management

Public board memberships

• None

Mr. Chisholm is a corporate director. He joined Goldman Sachs & Co. (a global investment bank) in 1985, and over the course of his career held a variety of senior leadership positions, including Head of the Global Financial Institutions Group, Senior Strategy Officer and co-chair of the firm-wide commitments committee.

Mr. Chisholm is a director of RBC US Group Holdings LLC.

Mr. Chisholm is a director of MaRS Discovery District and chair of the board at Evergreen. He is an advisor to Demia, Novisto, riskthinking.AI and Arctern Ventures. Mr. Chisholm is a member of the advisory board and chair of the Centre for Building Sustainable Value of the Richard Ivey School of Business at Western University and the Institute for Sustainable Finance of the Smith School of Business at Queen’s University. He is also a member of the climate strategy advisory board at the Institute of Corporate Directors.

Mr. Chisholm holds an MBA from the Richard Ivey School of Business at Western University and a Bachelor of Commerce from Queen’s University. He was awarded an Honorary Doctor of Laws from Western University.



Attendance (100% overall)

Board/Committee memberships	Regular	Special

Board	8/8	–

Governance	6/6	–

Risk (chair)	7/7	3/3

RBC Equity Ownership

Date

Shares

DDSUs

Total shares/

Total value of

Total as a multiple of equity

as at

(#)

DDSUs (#)

shares/DDSUs

ownership guideline of $2,075,000

February 6, 2026

4,422

33,602

38,024

$8,848,945

4.3 x

February 7, 2025

4,282

29,146

33,428

$5,697,260

2.7 x

Royal Bank of Canada

The annual meeting

LOGO

Jacynthe Côté

Candiac, QC, Canada

Age 67 | Director since 2014

Independent

2025 annual meeting

Votes in favour: 98.69%

Competencies

• Accounting and finance

• Legal/regulatory

• Risk management

• Talent management and executive
compensation

Public board memberships

• CGI Inc. (2024–present)

• Transcontinental Inc. (2016–present)

Past public board memberships

• Finning International Inc. (2014–2024)

Ms. Côté is chair of the board of directors of Royal Bank of Canada. She served as the chair of the board of directors of Hydro-Québec from 2018 to 2023 and was President and Chief Executive Officer of Rio Tinto Alcan (a mining and metallurgical company) from 2009 to 2014. Previously, Ms. Côté was President and Chief Executive Officer of Rio Tinto Alcan’s Primary Metal business unit, after having held various senior leadership positions during her 26-year career.

Ms. Côté is chair of the board of directors of Alloprof.

Ms. Côté holds a Bachelor of Science in chemistry from Laval University and was awarded honorary doctorates by Université du Québec à Chicoutimi and Université de Montréal. She is a fellow of the Institute of Corporate Directors.



Attendance (100% overall)

Board/Committee memberships	Regular	Special

Board (chair)	8/8	–

As board chair, Ms. Côté is not a member of any board committee but attends and participates at committee meetings. In fiscal 2025, she attended 100% of all committee meetings.

RBC Equity Ownership

Date

Shares

DDSUs

Total shares/

Total value of

Total as a multiple of equity

as at

(#)

DDSUs (#)

shares/DDSUs

ownership guideline of $2,075,000

February 6, 2026

2,000

41,683

43,683

$10,165,873

4.9 x

February 7, 2025

2,000

37,356

39,356

$6,707,750

3.2 x

LOGO

Toos N. Daruvala

New York, NY, U.S.A.

Age 70 | Director since 2015

Independent

2025 annual meeting

Votes in favour: 98.73%

Competencies

• Accounting and finance

• Financial services

• Legal/regulatory

• Risk management

Public board memberships

• OneMain Holdings, Inc. (2022–present)

Mr. Daruvala is a corporate director. From 2016 to 2021, he was Co-Chief Executive Officer of MIO Partners, Inc. (the in-house asset management arm of McKinsey & Company). In 2016, he served as Senior Advisor and Director Emeritus for McKinsey & Company, concluding a 33-year career at McKinsey during which he advised financial institutions on a broad range of strategic and operational matters and led the risk management and banking and securities practices (both in the Americas).

Mr. Daruvala is a director of MIO Partners, Inc., the Indian Institute of Technology Bombay Heritage Foundation, the Zoroastrian Entrepreneurship Development Fund and the New York Philharmonic. He is an Adjunct Professor and Executive-in-Residence at the Columbia Business School.

Mr. Daruvala holds an MBA from the University of Michigan and a Bachelor of Technology in Electrical Engineering from the Indian Institute of Technology.



Attendance (100% overall)

Board/Committee memberships	Regular	Special

Board	8/8	–

Audit	7/7	–

Human resources	5/5	–

RBC Equity Ownership

Date

Shares

DDSUs

Total shares/

Total value of

Total as a multiple of equity

as at

(#)

DDSUs (#)

shares/DDSUs

ownership guideline of $2,075,000

February 6, 2026

12,876

22,696

35,572

$8,278,316

4.0 x

February 7, 2025

11,261

21,969

33,230

$5,663,669

2.7 x

Royal Bank of Canada

The annual meeting

LOGO

Cynthia Devine

FCPA, FCA

Toronto, ON, Canada

Age 61 | Director since 2020

Independent

2025 annual meeting

Votes in favour: 99.14%

Competencies

• Accounting and finance

• Business-to-consumer

• Risk management

• Talent management and
executive compensation

Public board memberships

• Empire Company Limited
(2013–present)

Ms. Devine is a corporate director. From 2017 until 2024, she held a variety of senior leadership positions at Maple Leaf Sports & Entertainment (a professional sports and entertainment company) including Chief Executive Officer and Chief Financial Officer. From 2015 to 2017, she was Executive Vice-President, Chief Financial Officer and Corporate Secretary of RioCan Real Estate Investment Trust and from 2003 until 2014, Chief Financial Officer of Tim Hortons Inc.

Ms. Devine is a director of Sobeys Inc. She is a member of the advisory board of the Richard Ivey School of Business at Western University.

Ms. Devine holds an honours Business Administration degree from the Richard Ivey School of Business at Western University. She is a fellow of the Chartered Professional Accountants of Ontario and a fellow Chartered Accountant.



Attendance (100% overall)

Board/Committee memberships	Regular	Special

Board	8/8	–

Audit (chair)	7/7	–

Governance	6/6	–

RBC Equity Ownership

Date

Shares

DDSUs

Total shares/

Total value of

Total as a multiple of equity

as at

(#)

DDSUs (#)

shares/DDSUs

ownership guideline of $2,075,000

February 6, 2026

13,860

14,726

28,586

$6,652,530

3.2 x

February 7, 2025

13,483

12,099

25,582

$4,360,100

2.1 x

LOGO

Roberta L. Jamieson

Ohsweken, ON, Canada

Age 73 | Director since 2021

Independent

2025 annual meeting

Votes in favour: 99.07%

Competencies

• Accounting and finance

• Business-to-consumer

• Legal/regulatory

• Risk management

Public board memberships

• None

Ms. Jamieson is a corporate director. From 2004 to 2020, she was the President and Chief Executive Officer of Indspire (Canada’s largest Indigenous charity that invests in the education of First Nations, Inuit and Métis peoples). She was elected Chief of the Six Nations of the Grand River Territory from 2001 to 2004. She also served for 10 years as the Ombudsman of Ontario, and for many years as a mediator.

Ms. Jamieson is a director of Deloitte Canada LLP and the Mastercard Foundation, as well as a founding visionary of the Prosperity Project.

Ms. Jamieson holds a Bachelor of Laws from Western University. She is the first First Nations woman to have earned a law degree in Canada. She has received 32 honourary degrees and numerous awards including induction in the Women’s Executive Network Hall of Fame, appointed as an officer of the Order of Canada and designated Indigenous Peoples’ Counsel by the Indigenous Bar Association.



Attendance (100% overall)

Board/Committee memberships	Regular	Special

Board	8/8	–

Governance	6/6	–

Risk	7/7	3/3

RBC Equity Ownership

Date

Shares

DDSUs

Total shares/

Total value of

Total as a multiple of equity

as at

(#)

DDSUs (#)

shares/DDSUs

ownership guideline of $2,075,000

February 6, 2026

10,855

–

10,855

$2,526,176

1.2 x

February 7, 2025

8,763

–

8,763

$1,493,566

0.7 x

Royal Bank of Canada

The annual meeting

LOGO

David McKay

O.Ont.

Toronto, ON, Canada

Age 62 | Director since 2014

Not independent (management)

2025 annual meeting

Votes in favour: 99.71%

Competencies

• Accounting and finance

• Business-to-consumer

• Financial services

• Risk management

Public board memberships

• None

Mr. McKay is President and Chief Executive Officer (CEO) of Royal Bank of Canada. Prior to his appointment in 2014, he was Group Head, Personal and Commercial Banking. Mr. McKay started his career at RBC in 1988 and has held progressively more senior leadership roles since then.

Mr. McKay is a director of the Institute of International Finance, and a member of the Bank Policy Institute, the Business Council of Canada and the Business Council (United States). He is also the chair of the board of the Business + Higher Learning Roundtable.

Mr. McKay holds an MBA from the Richard Ivey School of Business at Western University and a Bachelor of Mathematics from the University of Waterloo. He is a Member of the Order of Ontario.



Attendance (100% overall)

Board/Committee memberships	Regular	Special

Board	8/8	–

RBC Equity Ownership

Date

as at

Shares

(#)

DSUs

(#)

RSUs¹

(#)

Total shares/

DSUs/RSUs (#)²

Total value of

shares/DSUs/RSUs

February 6, 2026

53,012

221,118³

6,186⁴

280,316

$65,235,073

February 7, 2025

50,547

241,936⁵

—

292,483

$49,850,788

1 RBC Share Units.

2 Mr. McKay does not receive separate compensation for his services as a director. For the share ownership requirement applicable to Mr. McKay as CEO, along with his total holdings as a multiple of that requirement as of October 31, 2025, refer to page 81.

3 Represents 198,200 performance-deferred share units under the performance-deferred share unit program and 22,918 deferred share units (DSUs) under the deferred share unit program for executives (see the description of these programs on pages 68 and 73, respectively).

4 To meet the RBC variable compensation deferral requirement of 70%, $1,413,000 of Mr. McKay’s 2025 short-term incentive award was awarded as RSUs; the vesting period is 3 years from the grant date. See pages 79 to 81 for more information.

5 Represents 219,752 performance-deferred share units under the performance-deferred share unit program and 22,184 deferred share units under the deferred share unit program for executives.

LOGO

Amanda Norton

Charlotte, NC, U.S.A.

Age 59 | Director since 2024

Independent

2025 annual meeting

Votes in favour: 99.00%

Competencies

• Accounting and finance

• Business-to-consumer

• Financial services

• Risk management

Public board memberships

• None

Past public board memberships

• Credit Suisse Group (2022–2023)

Ms. Norton is a corporate director. She was Chief Risk Officer of Wells Fargo (a U.S.-based financial institution) from 2018 to 2022. From 2011 until 2018, she held a variety of senior leadership positions at JPMorgan Chase, including Chief Risk Officer of Consumer and Community Banking. Ms. Norton was Chief Risk Officer, Mortgage and Head Market Risk at Ally Financial Inc. from 2009 to 2011. She also spent 14 years at Bank of America Corporation in various risk management, treasury and portfolio management roles.

Ms. Norton is a director of RBC Europe Limited.

Ms. Norton is a director of Generation Investment Management and the University of Bath Foundation, as well as a trustee of the Nature Conservancy, North Carolina Chapter.

Ms. Norton holds a Bachelor of Science in Mathematics and Statistics (First Class) from the University of Bath, U.K.



Attendance (100% overall)

Board/Committee memberships	Regular	Special

Board	8/8	–

Human resources	5/5	–

Risk	7/7	3/3

RBC Equity Ownership

Date

Shares

DDSUs

Total shares/

Total value of

Total as a multiple of equity

as at

(#)

DDSUs (#)

shares/DDSUs

ownership guideline of $2,075,000

February 6, 2026

1,737

151

1,888

$439,383

0.2 x

February 7, 2025

954

–

954

$162,600

0.1 x

Royal Bank of Canada

The annual meeting

LOGO

Barry Perry

St. John’s, NL, Canada

Age 61 | Director since 2023

Independent

2025 annual meeting

Votes in favour: 99.07%

Competencies

• Accounting and finance

• Business-to-consumer

• Legal/regulatory

• Talent management and
executive compensation

Public board memberships

• Capital Power Corporation
(2021–present)

Mr. Perry is a corporate director. He was President and Chief Executive Officer of Fortis, Inc. (a utility company) from 2015 to 2020 and Executive Vice-President of Finance and Chief Financial Officer from 2004 to 2014.

Prior to joining Fortis, Mr. Perry was Vice-President of Finance and Chief Financial Officer of Fortis-owned Newfoundland Power and, prior to that, Vice-President and Treasurer of Abitibi-Consolidated.

Mr. Perry is a director of the Canada Pension Plan Investment Board.

Mr. Perry holds a Bachelor of Commerce from Memorial University of Newfoundland and is a Chartered Professional Accountant.



Attendance (100% overall)

Board/Committee memberships	Regular	Special

Board	8/8	–

Audit	7/7	–

Human resources	5/5	–

RBC Equity Ownership

Date

Shares

DDSUs

Total shares/

Total value of

Total as a multiple of equity

as at

(#)

DDSUs (#)

shares/DDSUs

ownership guideline of $2,075,000

February 6, 2026

32,456

5,640

38,096

$8,865,724

4.3 x

February 7, 2025

32,456

3,654

36,110

$6,154,602

3.0 x

LOGO

Maryann Turcke

Toronto, ON, Canada

Age 60 | Director since 2020

Independent

2025 annual meeting

Votes in favour: 98.41%

Competencies

• Accounting and finance

• Business-to-consumer

• Talent management and
executive compensation

• Technology/digital

Public board memberships

• Skyworks Solutions (2023–present)

• Frontier Communications Parent, Inc.
(2021–2026)

Past public board memberships

• Playmaker Capital (2021–2024)

Ms. Turcke is a corporate director. She was previously Chief Operating Officer of the National Football League (NFL) and President, NFL Networks from 2017 to 2021. Before joining the NFL in 2017, Ms. Turcke was President, Bell Media after having held a variety of senior leadership roles during her 12 years at Bell Canada.

Ms. Turcke is chair of the board at The Curling Group and chair of the board of Main Street Sports Group.¹ She is on the advisory board of Georgian and is a director of the Hospital for Sick Children Foundation.

Ms. Turcke holds an MBA and a Bachelor of Civil Engineering from Queen’s University and a Master of Engineering from the University of Toronto.



Attendance (100% overall)

Board/Committee memberships	Regular	Special

Board	8/8	–

Audit	7/7	–

Governance (chair)	6/6	–

RBC Equity Ownership

Date

Shares

DDSUs

Total shares/

Total value of

Total as a multiple of equity

as at

(#)

DDSUs (#)

shares/DDSUs

ownership guideline of $2,075,000

February 6, 2026

1,000

17,650

18,650

$4,340,195

2.1 x

February 7, 2025

1,000

15,214

16,214

$2,763,387

1.3 x

1 Ms. Turcke was a director of Diamond Sports Group, LLC, which filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas on March 14, 2023. As of January 2, 2025, it completed its financial restructuring and emerged from Chapter 11 as Main Street Sports Group LLC.

Royal Bank of Canada

The annual meeting

LOGO

Thierry Vandal

Bedford Corners, NY, U.S.A.

Age 65 | Director since 2015

Independent

2025 annual meeting

Votes in favour: 97.21%

Competencies

• Accounting and finance

• Legal/regulatory

• Risk management

• Talent management and
executive compensation

Public board memberships

• TC Energy Corporation (2017–present)

Mr. Vandal is President of Axium Infrastructure U.S. Inc. (an investment management firm). From 2005 to 2015, he was President and Chief Executive Officer of Hydro-Québec.

Mr. Vandal is Governor Emeritus of McGill University.

Mr. Vandal holds an MBA in finance from Université de Montréal and an engineering degree from École Polytechnique de Montréal. He is a fellow of the Canadian Academy of Engineering.



Attendance (96% overall)

Board/Committee memberships	Regular	Special
Board	8/8	–
Human resources (chair)	5/5	–
Risk	6/7	3/3

RBC Equity Ownership

Date

Shares

DDSUs

Total shares/

Total value of

Total as a multiple of equity

as at

(#)

DDSUs (#)

shares/DDSUs

ownership guideline of $2,075,000

February 6, 2026

1,439

36,192

37,631

$8,757,482

4.2 x

February 7, 2025

1,397

32,907

34,304

$5,846,660

2.8 x

LOGO

Frank Vettese

FCPA, FCBV

Toronto, ON, Canada

Age 62 | Director since 2019

Independent

2025 annual meeting

Votes in favour: 99.02%

Competencies

• Accounting and finance

• Financial services

• Legal/regulatory

• Talent management and
executive compensation

Public board memberships

• None

Mr. Vettese is co-founder of SummitNorth (a capital and advisory company). He was Managing Partner and Chief Executive Officer of Deloitte Canada from 2012, and a member of Deloitte’s Global Executive from 2007 until 2019. Over the course of his career with Deloitte, Mr. Vettese served in a number of senior leadership positions, including Chair of the Americas Executive and Global Managing Partner, Financial Advisory. Mr. Vettese was also a member of the Canadian Executive and Board, and the Global Board at Deloitte. From 2016 to 2019, he also served as Deloitte Canada’s Chief Inclusion Officer.

Mr. Vettese is a director of RBC US Group Holdings LLC.

Mr. Vettese is a trustee of the Hospital for Sick Children. He is on the advisory boards of SandboxAQ, Delos Living LLC, as well as on the Dean’s Global Council at the Schulich School of Business at York University.

Mr. Vettese holds an MBA and a Bachelor of Business Administration from the Schulich School of Business at York University. He was awarded an Honorary Doctor of Laws from York University. Mr. Vettese is a fellow of the Chartered Professional Accountants of Ontario and the Canadian Institute of Chartered Business Valuators.



Attendance (100% overall)

Board/Committee memberships	Regular	Special
Board	8/8	–
Audit	7/7	–
Human resources	5/5	–

RBC Equity Ownership

Date

Shares

DDSUs

Total shares/

Total value of

Total as a multiple of equity

as at

(#)

DDSUs (#)

shares/DDSUs

ownership guideline of $2,075,000

February 6, 2026

9,570

23,153

32,723

$7,615,297

3.7 x

February 7, 2025

9,570

19,382

28,952

$4,934,517

2.4 x

Royal Bank of Canada

The annual meeting

LOGO

Jeffery Yabuki

Fox Point, WI, U.S.A.

Age 65 | Director since 2017

Independent

2025 annual meeting

Votes in favour: 98.90%

Competencies

• Accounting and finance

• Business-to-consumer

• Talent management and
executive compensation

• Technology/digital

Public board memberships

• Nasdaq, Inc. (2023–present)

• Sportradar Holding AG (chair)
(2021–present)

Past public board memberships

• SentinelOne, Inc. (2021–2023)

Mr. Yabuki has been the Chief Executive Officer and chair of InvestCloud, Inc. (a technology company) since 2024. He was a corporate director from 2020 to 2023. From 2005 to 2020, Mr. Yabuki held a variety of senior leadership roles at Fiserv Inc., including President and Chief Executive Officer, Chairman and Executive Chairman. Prior to joining Fiserv, he was Executive Vice-President and Chief Operating Officer of H&R Block, Inc., and he was also a senior officer at American Express Co. for 12 years.

Mr. Yabuki is chairman of Motive Partners GP, LLC. He is past chair of the board of trustees of the Milwaukee Art Museum, a trustee of the Los Angeles County Museum of Art and a trustee of the United States-Japan Foundation.

Mr. Yabuki holds a Bachelor of Science in Business Administration and Accounting from California State University and was previously licensed as a certified public accountant.



Attendance (100% overall)

Board/Committee memberships	Regular	Special
Board	8/8	–
Human resources	5/5	–
Risk	7/7	3/3

RBC Equity Ownership

Date

Shares

DDSUs

Total shares/

Total value of

Total as a multiple of equity

as at

(#)

DDSUs (#)

shares/DDSUs

ownership guideline of $2,075,000

February 6, 2026

6,900

24,079

30,979

$7,209,455

3.5 x

February 7, 2025

6,900

21,502

28,402

$4,840,811

2.3 x

Royal Bank of Canada

The annual meeting

Competencies and experience

The board maintains a matrix to help identify the major competencies and experience it regards as key to the current and long-term strategic success of RBC. The matrix assists the governance committee and the board in acquiring the right skills, experience, expertise and competencies against the backdrop of a financial services transformation shaped by an increasingly competitive global marketplace, evolving expectations of regulators and other stakeholders, and by macroeconomic, technological and geopolitical developments.

In 2025, the governance committee retained an independent consultant to review the composition, competencies and experience needed for the board to meet current and future opportunities and challenges. Based on the findings of this independent review, the governance committee determined that the major competencies and experience captured in the matrix continue to support strong and effective oversight of the bank and position the board for the future. The committee approved targeted refinements to the definitions of certain major competencies and experience to align with current governance trends and director recruitment priorities.

All director nominees for 2026 are highly qualified business and community leaders with experience and expertise acquired from senior-level involvement in major organizations. As the matrix illustrates, the director nominees present a diverse range of competencies and experience, which contribute to strong and effective oversight of RBC. The governance committee also reviews board composition in accordance with the Board Diversity Policy (see page 34).

LOGO

Accounting and finance

✓

Business-to-consumer

✓

Financial services

✓

Legal/regulatory

✓

Risk management

✓

Talent management and executive compensation

✓

Technology/digital

✓

LOGO

Business transformation

✓

Multi-line responsibility

✓

Public company CEO

✓

Environmental, social or governance

✓

U.S. expertise

✓

1	Directors are asked to identify their top four major competencies in a self-assessment questionnaire, recognizing that they have experience in other major competencies as well.

Royal Bank of Canada

The annual meeting

Director compensation

Approach to compensation

Directors that possess the requisite competencies and experience reflected in the matrix (see page 21) are essential to effective board oversight, and our approach to director compensation reflects the need to attract and retain directors who possess these qualifications. The governance committee is responsible for all aspects of director compensation.

Annually, the governance committee reviews the amount and form of director compensation to assess its design and competitiveness in the context of industry best practices and with reference to a core Canadian comparator group of companies (including financial institutions) of similar size, complexity and geographic scope to RBC. In recognition of the bank’s global footprint and strategic presence outside Canada, the governance committee also considers a broader reference group of U.S. and international financial institutions of similar size, complexity and business mix, scale of operations outside their home country and financial condition. In addition, a select number of other companies are reviewed for contextual purposes to reflect the evolving markets in which RBC competes for director talent. From time to time, the governance committee retains an independent consultant to review and provide advice on the amount and form of director compensation, including design, competitiveness, peer group composition, market positioning and industry best practices.

The governance committee takes the following into account when annually assessing director compensation:

•

size, complexity and geographic scope of RBC

•

responsibilities, time commitment and year-round availability expected of directors

•

competencies and experience required, as reflected in the matrix

•

need for compensation that is fair and positions RBC to attract highly qualified directors, and

•

alignment of interests between directors and shareholders.

Compensation structure

The board believes in a simple and transparent compensation structure. Each non-executive director is paid a flat annual fee covering all of their responsibilities, meeting attendance and work performed during the year, including membership on two board committees. The board chair and the committee chairs each receive an additional retainer.

Directors are also reimbursed for travel and other expenses incurred to attend board, committee and other meetings at the request of RBC. Directors do not receive any additional travel¹ or meeting fees for service on the RBC board and are paid in Canadian dollars, regardless of country of residence.

In fiscal 2025, RBC directors were compensated as follows:



		Annual retainers		($)
		Director		340,000
		Board chair		275,000
		Committee chair		60,000

David McKay, as President and CEO of RBC, does not receive any director compensation. Non-executive directors do not receive stock options and do not participate in RBC pension plans.

Alignment of director and shareholder interests

The board believes the following three measures effectively align the interests of our directors and shareholders.

1. Equity ownership requirement

Non-executive directors are required to own RBC equity with a total aggregate value of at least four times the total director retainer ($1,360,000² in fiscal 2025) within five years of joining the board. Directors must own at least 1,000 RBC common shares as part of this investment.

2. Investment of director fees

Director investments in RBC equity are facilitated through the director share purchase plan (for common shares) and the director deferred stock unit plan (for DDSUs). DDSUs are notional units that have the same value as RBC common shares. When a DDSU is credited to or redeemed by a director, its value is calculated using the average closing price on the TSX of a common share over the five preceding trading days.

LOGO

1	In her capacity as a director of RBC Europe Limited, Ms. Norton receives an annual payment of $20,000 in recognition of the requirement to travel outside of North America crossing at least two or more time zones to attend meetings of the board of directors of RBC Europe Limited.

2	Effective November 1, 2025, the minimum equity ownership requirement for non-executive directors increased from four to five times the total director retainer within six years of joining the board. See page 23 for more information.

Royal Bank of Canada

The annual meeting

Directors must invest at least 60% ($204,000 in fiscal 2025) of their annual director retainer (the equity portion) in either common shares or DDSUs. Until a director owns at least 1,000 common shares, the equity portion of the director retainer is paid in common shares. Shares are purchased at market price. Directors may invest up to 100% of the cash portion of their annual director retainer in either DDSUs or common shares. Directors cannot sell common shares purchased with the equity portion of their annual director retainer or redeem any DDSUs until they retire from the board.

The board chair must also invest at least 60% ($165,000 in fiscal 2025) of the annual board chair retainer in either RBC common shares or DDSUs. The board chair cannot sell shares purchased with the equity portion of the annual director or board chair retainers or redeem any DDSUs until retirement from the board.

3. Restrictions on trading and hedging RBC securities

Directors cannot:

•

sell RBC securities directly or indirectly if they do not own or have not fully paid for them (a short sale)

•

directly or indirectly buy or sell a call or put on RBC securities, or

•

enter into equity monetization transactions that would have an effect equivalent to creating call or put rights in respect of RBC securities or other financial instruments designed to hedge or offset a decrease in the market value of RBC securities.

Compensation for membership on subsidiary boards

From time to time, independent directors of RBC may be asked to serve as directors of RBC subsidiaries and are paid for their services and reimbursed for travel and other expenses. Both Mr. Chisholm and Mr. Vettese serve on the board of RBC US Group Holdings LLC (RBC US), our U.S. intermediate holding company, and in fiscal 2025 were each paid an annual RBC US non-executive director retainer of US$175,000.¹ Ms. Norton was appointed to the board of RBC Europe Limited (RBC EL), our primary UK entity for securities trading, investment and wealth management activities, effective June 2, 2025, and was paid a pro-rated portion of the annual RBC EL non-executive director retainer in the amount of £45,833.35.²

Changes to compensation for fiscal 2026

As part of its annual review of the amount and form of director compensation described on page 22, in 2025 the governance committee retained an independent consultant, Hugessen Consulting (Hugessen), to review and provide advice on RBC’s director compensation, including design, competitiveness, peer group composition, market positioning and industry best practices. Fees in the amount of $65,925 were paid to Hugessen for these services. Hugessen also received fees for services rendered to the boards of directors of RBC EL and RBC US (see page 60 for additional information). The last independent review of RBC’s director compensation was conducted in 2022.

Pursuant to the findings of the independent review, the governance committee assessed director compensation with reference to the core considerations that guide its overall approach. This included the size, complexity and geographic scope of RBC, the responsibilities and time commitment associated with being a director, the competencies and experience required of directors (as reflected in the matrix on page 21), as well as the need for compensation that is fair and positions RBC to attract highly qualified directors. The assessment also took into account the importance of aligning director and shareholder interests, emerging trends in board compensation and director equity ownership guidelines.

Following its assessment, the governance committee determined that the current practice of paying a flat annual fee in Canadian dollars to all directors, regardless of country of residence, should be maintained. The flat annual fee, which covers attendance at regular and special board and committee meetings as well as all other regular director responsibilities, including typically serving on two committees, remains aligned with the board’s simple and transparent compensation structure.

In acknowledgement of the heightened responsibilities of directors, the increased time commitment required, and the need for fair and competitive compensation to attract and retain highly qualified directors, the governance committee recommended that the annual director retainer be increased from $340,000 to $415,000, with the equity portion increasing from $204,000 to $249,000. To further align the interests of directors and shareholders and reinforce the board’s stewardship role to enhance long-term shareholder value, the governance committee also recommended an increase to the minimum equity ownership requirement for directors from four to five times the total director retainer, to be met within six years of joining the board. As a result of these adjustments, the dollar value of the minimum equity ownership threshold will automatically increase to $2,075,000.

In recognition of the greater responsibility, time commitment and complexity of the board and committee chair roles, the governance committee recommended that the committee chair retainer be increased from $60,000 to $75,000 and the board chair retainer be increased from $275,000 to $335,000. Committee chair retainers were last modified in 2023, and the board chair retainer has not increased since 2002.

The foregoing changes, including changes to the equity ownership requirement, were, on the recommendation of the governance committee, approved by the board with effect from November 1, 2025.

1	Effective November 1, 2025, the annual RBC US non-executive director retainer increased from US$175,000 to US$195,000.

2	The annual RBC EL non-executive director retainer is £110,000.

Royal Bank of Canada

The annual meeting

Director compensation table

The following table sets out the total compensation paid to non-executive directors in fiscal 2025. Directors who served in any capacity for a portion of the fiscal year were compensated on a pro-rated basis.

In fiscal 2025, as a whole, directors received 94.1% of their compensation in equity.



Directors	Fees earned ($)		All other compensation ($)		Total ($)		Allocation of RBC fees ($)
Directors	Fees earned ($)		All other compensation ($)		Total ($)		Common shares/ DDSUs		Cash

M. Bibic		340,000		–		340,000		340,000		–

A. Chisholm^1,2		400,000		245,175		645,175		645,175		–

J. Côté³		615,000		–		615,000		547,000		68,000

T. Daruvala		340,000		–		340,000		340,000		–

C. Devine⁴		390,000		–		390,000		390,000		–

R. Jamieson		340,000		–		340,000		340,000		–

A. Norton⁵		340,000		104,466		444,466		204,000		240,466

B. Perry		340,000		–		340,000		340,000		–

M. Turcke⁶		400,000		–		400,000		400,000		–

T. Vandal⁷		400,000		–		400,000		400,000		–

F. Vettese^1,8		350,000		245,175		595,175		595,175		–

J. Yabuki		340,000		–		340,000		340,000		–

TOTAL		4,595,000		594,816		5,189,816		4,881,350		308,466

Fees under “All other compensation” reflect the annual board retainer for serving on the board of RBC US. U.S. dollar compensation has been converted to Canadian dollars using the Bank of Canada’s foreign exchange rate of US$1.00 = C$1.4010 on the last trading day of the 2025 fiscal year (October 31, 2025). Effective November 1, 2025, the annual RBC US director retainer increased from US$175,000 to US$195,000.

2	Fees include the risk committee chair retainer.

3	Fees include the board chair retainer.

4	Effective January 1, 2025, Ms. Devine was appointed as chair of the audit committee and received a pro-rated portion of the audit committee chair retainer.

Effective June 2, 2025, Ms. Norton was appointed to the board of RBC EL and received a pro-rated portion of the annual director retainer for serving on the board of RBC EL. Fees under “All other compensation” reflect this pro-rated portion of the annual board retainer. U.K. pound sterling compensation has been converted to Canadian dollars using the Bank of Canada’s foreign exchange rate of £1.00 = C$1.8429 on the last trading day of the 2025 fiscal year (October 31, 2025). Fees under “All other compensation” also reflect an annual payment of $20,000 that Ms. Norton receives in her capacity as a director of RBC EL in recognition of the requirement to travel outside of North America crossing at least two or more time zones to attend meetings of the board of directors of RBC EL.

6	Fees include the governance committee chair retainer.

7	Fees include the human resources committee chair retainer.

8	Effective January 1, 2025, Mr. Vettese retired as chair of the audit committee and received a pro-rated portion of the audit committee chair retainer.

LOGO


Governance
Approach to governance			26

The core principles that drive the board’s approach			26

Governance structure			27

What the directors oversee			29

Approach to subsidiary governance			30

Engaging with shareholders and other stakeholders			30

Culture and conduct			31

Code of Conduct			31

Financial reporting hotline (Conduct hotline)			31

Conflicts of interest			32

Cyber risk oversight			32

Sustainability matters			33

Sustainability governance and board oversight			33

Providing inclusive opportunities			34

Board independence			34

Assessing director independence			34

Guidelines to address other professional activities			35

Maintaining independence			35

Nominating, developing and evaluating board members			35

Finding the right director candidates			35

How to submit a nomination			36

Nominating candidates for the board			36

Board size considerations			37

Majority voting			37

Tenure policy			37

Helping directors succeed in their roles			38

Evaluating the board, committees, chairs and directors			40

Board and committee reports			41

Board of directors			41

Audit committee			43

Governance committee			46

Human resources committee			48

Risk committee			49

Royal Bank of Canada

Governance

Approach to governance

The board is committed to high standards of governance that are consistent with regulatory expectations and evolving best practices that are aligned with the bank’s strategy and risk appetite. The board believes that good governance is more than overseeing RBC and its practices – it requires transparency, accountability and integrity. It means having an independent board that actively engages with stakeholders, understands the business and its risks, constructively challenges management and navigates the complexities of a changing world. It also means upholding robust standards and principles to guide RBC in delivering on its Purpose of helping clients thrive and communities prosper, while enhancing value for its shareholders.

The core principles that drive the board’s approach


		Culture and conduct By setting the tone from above, the board champions the values of trust, integrity and good governance.

		Stewardship Directors are the stewards of RBC, exercising independent judgment in overseeing management and safeguarding the interests of shareholders and other stakeholders.

		Strategic oversight Directors are key advisors to management, advising on strategic direction, objectives and action plans, taking into account business opportunities and the bank’s risk appetite.

		Risk oversight The board oversees the frameworks, policies and systems to identify and manage risks to the businesses and seeks to embed a strong risk-aware culture throughout RBC.


		Independence Independence from the bank and management is fundamental to the board’s effective oversight, and mechanisms are in place to ensure its independence.

		Accountability Transparency is a hallmark of good governance. The board is committed to clear and comprehensive financial reporting and disclosure and to constructive shareholder and stakeholder engagement.

		Continuous improvement The board is committed to continuously improving its corporate governance principles, policies and practices.

The board exercises its authority in accordance with the Bank Act (Canada) and other applicable laws and regulations, including those of the Canadian Securities Administrators, the Toronto Stock Exchange, the New York Stock Exchange and the U.S. Securities and Exchange Commission.

Royal Bank of Canada

Governance

Governance structure

The bank’s governance structure establishes the fundamental relationships among the board, its committees, management, shareholders and other stakeholders.

The board defines the values that set the tone of the bank’s organizational culture, as well as its strategic and corporate objectives, and the board determines the plans for achieving and monitoring performance through this structure.

LOGO

1	The board approves the appointment of the Group Executive as well as the heads of the oversight functions who are not members of the Group Executive.

Role of the board

Directors oversee management and aim to

enhance long-term shareholder value.

The board makes major policy decisions, participates in strategic, financial and risk planning, oversees major transactions and reviews management’s performance and effectiveness. The Bank Act (Canada) and the Office of the Superintendent of Financial Institutions’ (OSFI) Corporate Governance Guideline specify important matters the board must address, such as the approval of financial statements and declarations of dividends, enterprise strategy and risk appetite. The board reserves the right to make certain decisions and delegates others to management. The board requires that management seek approval for matters that exceed certain dollar thresholds.

Royal Bank of Canada

Governance

Role of the governance committee

The governance committee oversees board renewal and nominates directors for election or re-election (see pages 35 to 36 for more information on nominating directors). The governance committee also recommends committee membership and committee chair successors and oversees the process for board chair succession. Directors typically serve on two committees at a time, and many directors serve on every committee during their tenure as director.

The governance committee is responsible for overseeing director independence and compensation, subsidiary governance, and reviewing board, committee and chair mandates to take into account regulatory guidance and industry best practices. Through regular mandate reviews, the governance committee supports the board, its committees and chairs in remaining adaptive and responsive to new legal and regulatory requirements as well as industry best practices while continuing to practice strong oversight.

The governance committee chair, as well as each committee chair, reports to the board following each committee meeting.

Role of the board chair

Jacynthe Côté is the bank’s independent

board chair.

Having an independent board chair strengthens the board’s independent oversight, contributing to more effective accountability of management. The board chair leads board and shareholder meetings and is responsible for the management, development and effective functioning of the board. While the board chair does not serve on any board committee, she attends and participates in committee meetings. The board chair does not have the deciding vote if a board vote results in a tie.

Among other things, the board chair also:

•

advises the CEO on major issues and liaises between the board and management

•

participates in the orientation of new directors and the continuing development of current directors

•

with the governance committee, conducts the board’s effectiveness evaluation (see page 40) and plans board succession and recruitment

•

interacts with directors and senior executives throughout the year

•

meets with regulators, shareholders and stakeholders on behalf of the board, and

•

periodically attends subsidiary board and committee meetings and meets with independent directors of certain subsidiaries.

The board reviews and approves the board chair’s mandate, while the governance committee, under the direction of its chair, annually assesses the effectiveness of the board chair in fulfilling her mandate.

You can find the mandates of the board,

committees and chairs

at rbc.com/governance.

Royal Bank of Canada

Governance

What the directors oversee

The following table summarizes the key areas in which the board and its committees exercise independent oversight and hold management accountable in support of the board’s aim to enhance long-term shareholder value and oversee the bank in achieving its Purpose of helping clients thrive and communities prosper.

Culture
and conduct

• Establish the tone from above and champion RBC values, as set out in the bank’s Code of Conduct

• Set and expect the highest standards of conduct and integrity at RBC to build and maintain the trust of the bank’s clients, shareholders, employees and communities in which it operates

• Promote a respectful environment and encourage employees to help shape the bank’s culture by speaking up and challenging behaviours when they do not align with RBC’s values

Strategic planning

• Oversee the bank’s strategic direction, plans and priorities and ensure they align with its risk appetite

• Discuss and challenge management in setting enterprise strategy and monitor its implementation and effectiveness

• Annually approve the strategic plan, taking into account the opportunities and risks of the bank’s businesses

• Approve the bank’s financial objectives and operating plans, including significant capital allocations, expenditures and transactions that exceed delegated authorities

• Review and approve updates to RBC’s organizational structure

• Review business performance against approved strategic and financial objectives

Risk management

• Oversee and approve the bank’s risk appetite framework

• Oversee strategic risk management by approving risk management frameworks and policies

• Promote a strong risk-aware culture and monitor adherence to the enterprise-wide risk management framework

• Meet with regulators, including to discuss the bank’s risk appetite and control environment

Financial
reporting and internal controls

• Approve the bank’s quarterly and annual financial reports

• Oversee compliance with applicable audit, accounting, financial reporting, legal and regulatory requirements

• Oversee the qualifications, performance and independence of the external auditors and the performance of the internal audit function

• Monitor the implementation and maintenance of effective internal control systems, including management information systems, and assess their adequacy and effectiveness

Talent
management
and succession
planning

• Supervise succession planning processes, which include the selection, appointment and development of the CEO, the Group Executive and heads of the oversight functions who are not members of the Group Executive

• Evaluate and approve the compensation of the CEO, the Group Executive and heads of the oversight functions who are not members of the Group Executive in a manner consistent with prudential incentives

• Annually review and approve the CEO’s mandate

• Review key strategies and programs for the assessment and development of talent

Sustainability

• Oversee the bank’s approach to sustainability matters, including community investment, and management of environmental and social (E&S) risks and opportunities

• Oversee the bank’s key enterprise-wide sustainability disclosures, including annual enterprise sustainability reporting, the Human Rights Position Statement and the Statement Regarding Modern Slavery

Corporate governance

• Establish appropriate structures and procedures to allow the board to function effectively and independently

• Develop and implement corporate governance principles and guidelines and monitor best governance practices

• Oversee RBC’s enterprise-wide approach to subsidiary governance

Royal Bank of Canada

Governance

Approach to subsidiary governance

RBC takes an enterprise-wide approach

to subsidiary governance.

The board and its committees oversee subsidiary governance at an enterprise level and the governance committee coordinates this oversight. Effective oversight by the board is supported by defined mechanisms for escalating subsidiary risk and governance issues, formal and informal touchpoints between the board, senior management and local subsidiaries, attendance by independent directors of certain subsidiaries at board or committee education sessions and regular enterprise-wide subsidiary reporting and approval of key enterprise-wide frameworks. In addition, the board chair and committee chairs periodically attend subsidiary board and committee meetings and meet with independent directors of certain subsidiaries.

The corporate governance of RBC subsidiaries is overseen by the bank’s Corporate Secretary and managed by the Subsidiary Governance Office through a network of global subsidiary offices that act as regional corporate governance hubs. This centralized governance model brings together global oversight and local expertise, driving consistency, transparency and responsiveness to evolving business needs, best practices and regulatory requirements and expectations while maintaining strong oversight and escalation mechanisms.

The bank’s policies on subsidiary board composition and functioning enhance our strong governance. Active and engaged subsidiary boards play a key role in overseeing our legal entities and facilitating information flow and escalation. Many of our subsidiaries have independent directors serving on their boards with specific skills and experience to support the RBC board in advancing the strategic priorities of RBC and its subsidiaries while providing oversight and effective challenge to management. From time to time, independent directors of RBC may be asked to serve as directors of RBC subsidiaries. In fiscal 2025, Mr. Chisholm and Mr. Vettese served on the board of RBC US Group Holdings LLC, and Ms. Norton joined the board of RBC Europe Limited effective June 2, 2025. We continue to focus on building subsidiary boards that reflect our focus on inclusion and leverage the subsidiary board experience to build talent for growth across the enterprise.

Engaging with shareholders and other stakeholders

Continuous and open dialogue with shareholders

and other stakeholders is a key priority for RBC.

RBC engages with our shareholders and other stakeholders year-round on a broad range of topics, including strategic priorities, financial and risk-related matters, and developments in the macro and operating environment. In 2025, this engagement covered topics ranging from corporate governance, executive compensation, sustainability matters, including our approach to inclusion, climate-related risks and opportunities, Indigenous rights and human rights, as well as artificial intelligence.

The board encourages all stakeholders to provide timely and meaningful feedback, facilitates constructive engagement and regularly reviews the bank’s engagement with shareholders and stakeholders for alignment with best practices.

There are many ways people can engage with RBC and access important information:

Board of
directors

Stakeholders can communicate with the directors or the board chair as described at rbc.com/governance.

Management

The CEO and other members of the Group Executive, senior management, Investor Relations and the Corporate Secretary’s Department meet regularly with financial analysts, investors and other stakeholders. The CEO, Group Executive and senior management also attend industry conferences from time to time.

Investor
Relations

Investor Relations is responsible for communicating with the investing public on behalf of RBC.

Live broadcasts

We broadcast our quarterly earnings calls with analysts live and archive them on our Investor Relations site for a period of three months after each call. Shareholders can also participate in our annual meeting of shareholders via a live webcast.

Please refer to the back cover of this circular for the contact details of the board chair, secretary and Investor Relations.

Royal Bank of Canada

Governance

Culture and conduct

The board sets and expects the highest standards of conduct at RBC to build and maintain the trust of our clients, employees and shareholders, as well as the communities in which the bank operates. The board, with management, sets the tone from above and promotes an open and transparent culture at RBC.

To that end, the governance committee oversees the management of culture and conduct and monitors emerging trends through board and committee reporting on culture and conduct risks, such as client outcomes, organizational and employee conduct and risk culture, how RBC acts with integrity in financial markets, and impact on the bank’s reputation.

The governance committee meets with the Chief Human Resources Officer (CHRO), Chief Risk Officer (CRO), Chief Legal and Administrative Officer (CLAO) and Chief Compliance Officer (CCO) to review key matters and programs that strengthen enterprise culture and conduct risks practices.

Code of Conduct

The RBC Code of Conduct establishes standards of required behaviours that apply to directors of RBC and all its subsidiaries, all employees and contract workers, including the responsibility to be truthful, respect others, comply with laws, regulations and bank policies and engage in sales practices that are fair and not misleading.

The board closely collaborates with management to set the tone from above and promote a strong governance culture that influences RBC and its subsidiaries at every level and across all its global businesses. Consistent with industry standards, the board approves the Code of Conduct every two years or more frequently as appropriate to promote continued alignment with evolving regulatory expectations and industry best practices. The board last approved the Code of Conduct in December 2024.

The Code of Conduct sets out fundamental principles that guide the board in its deliberations. It creates a frame of reference for properly addressing sensitive and complex issues and requires directors, including those on subsidiary boards, senior management, employees and contract workers to report misconduct and outlines accountabilities if standards of conduct are not upheld.

RBC fosters an open and transparent environment where employees can speak up and raise concerns through various channels without any form of retaliation. The RBC global conduct hotline is a confidential channel that is accessible to all employees to raise concerns and report misconduct. A third party, independent of RBC, administers the hotline and employees can use it anonymously.

RBC has an online learning program and annual employee testing and acknowledgement to demonstrate that employees are familiar with and understand the values and principles outlined in our Code of Conduct. RBC directors must acknowledge each year that they have read and understand the Code of Conduct and certify that they are in compliance with it. The bank also has policies and procedures to address more specific aspects of fair business conduct, such as anti-bribery, anti-corruption and insider trading policies.

Waivers of the application of the Code of Conduct are considered only in exceptional circumstances. In the case of executive officers and directors, these waivers must be reported to the governance committee or the board and must be publicly disclosed in accordance with applicable law.

A copy of the Code of Conduct is available at rbc.com/governance and has been filed with Canadian securities regulators at www.sedarplus.com.

The board did not grant any waivers of

RBC’s Code of Conduct to executive officers

or directors in fiscal 2025.

Financial reporting hotline (Conduct hotline)

RBC’s stakeholders rely on the accuracy of its financial reporting. Employees and contract workers, senior management, directors of RBC and all its subsidiaries, and third parties are encouraged to report, on a confidential and anonymous basis, any allegations of wrongdoing relating to accounting, auditing or internal accounting controls via the RBC global conduct hotline. Details on the reporting hotline can be found at rbc.com/governance. Issues are investigated internally or by an independent external party, and any significant issues are raised with the audit committee chair.

Royal Bank of Canada

Governance

Conflicts of interest

In practice, conflicts of interest can arise as a result of professional and contractual arrangements, directorships and other personal or business interests. As part of its oversight of conduct review, the governance committee establishes and monitors procedures to resolve conflicts of interest. Where the personal or business interests of directors and executive officers may conflict with those of RBC, they must disclose the nature and extent of the conflict of interest as soon as possible in writing or by requesting to have it entered in the minutes of the meeting. In the event of a conflict of interest, the director or executive officer in question will leave the meeting when the issue is discussed and, in the case of a director, will not vote or participate in the decision.

The governance committee is responsible for overseeing transactions with directors and senior officers of the bank who are related parties as defined under the Bank Act (Canada). It periodically approves the procedures governing permitted transactions with related parties and receives regular reports to ensure that transactions with related parties comply with the Bank Act (Canada) and internal procedures.

Cyber risk oversight

Trust and security are more important than ever, and RBC is focused on cybersecurity and safeguarding the security of our systems and the confidentiality of our clients’ information. The bank’s security strategy supports our strategic direction and is designed to safeguard data entrusted to us by clients. Globally, the volume and sophistication of cyberattacks continue to increase; the resulting implications could include business interruptions, service disruptions, financial loss, theft of intellectual property and confidential information, litigation, enhanced regulatory attention and penalties and reputational damage.

The board of directors and its risk committee play an active role in overseeing how the bank manages these risks. The board, which includes members with technology and digital experience, oversees the strategic direction, plans and priorities of the bank and ensures they align with the bank’s Enterprise Risk Appetite Framework, which the board approves annually. The board receives an annual cybersecurity update that provides an overview of the cyber threat landscape, evolving regulatory expectations and the bank’s strategic approach to managing cybersecurity. Additionally, the board participates in education sessions focused on cybersecurity and information technology (IT), including sessions focused on key cyber and IT risk concepts and the bank’s strategies for mitigating such risks. Management proactively keeps the board apprised of all significant matters or key updates that arise between regularly scheduled board and committee meetings. This includes key cybersecurity incidents or developments such as those involving critical vendors, third parties or peers.

The risk committee assists the board in overseeing risk management and reviews significant risks, including IT and cyber risks. The CRO regularly updates the risk committee on current notable risk matters, including evolving external risks related to IT and cyber such as third-party outages and software vulnerabilities, as well as current and anticipated trends in cyber events. The risk committee annually reviews the recommended enterprise-wide stress test scenarios and results, which in fiscal 2025 included stress testing exercises addressed at cyber threats, AI-driven fraud and data breaches, among several other top and emerging risks. The risk committee also reviews and approves the Enterprise Risk Management Framework, and supporting risk management frameworks, including the Enterprise Information Technology Risk Management Framework which establishes expectations for pragmatic IT risk management and governance.

Under the board’s oversight, RBC continues to enhance our security capabilities, educate our clients and workforce, and deepen the bank’s relationships with governments, law enforcement and academia to advance cyber defences for thwarting threats targeting the financial sector. RBC achieves this through continued investment in cyber technologies, driving the education and awareness of our clients and workforce, and leveraging emerging technologies.

For more information on how RBC safeguards the security of our systems and the confidentiality of our clients’ information, please visit rbc.com/cybersecurity.

Royal Bank of Canada

Governance

Sustainability¹ matters

Sustainability governance and board oversight

The bank’s sustainability governance model balances the board and its committees’ oversight of the bank’s strategic approach to sustainability-related matters with specific subject-matter expertise rooted within the business segments and functions across the bank.


Key responsibilities		Spotlight on key 2025 highlights

Board
• Responsible for the bank’s business plan, strategy, risk appetite and culture • Oversees RBC’s strategic approach to sustainability, which includes how it manages climate-related risks and opportunities (including target setting and monitoring progress towards those targets), community investment, as well as the enterprise approach to social matters		Received an update on the bank’s sustainability strategy and climate strategy, and approved the RBC Purpose Framework – Ideas for People and Planet ^®, the RBC Inclusive Opportunities Blueprint, the RBC Skills Blueprint and the RBC Climate Blueprint
		Reviewed and approved the Statement Regarding Modern Slavery 2024 (Canada, U.K. and Australia)
		Reviewed and approved RBC’s inaugural Reconciliation Action Plan
		Reviewed and approved the Enterprise Risk Appetite Framework, which incorporates consideration of E&S-related risks
		Reviewed and approved the 2026 global community investment commitment and RBC Foundation^® budget

Audit committee²
• Oversees the bank’s financial reporting, and related internal controls and disclosure controls and procedures, including the E&S-related disclosures in the bank’s annual report • Oversees annual enterprise sustainability reporting		Reviewed and approved the 2024 Public Accountability Statement (reviewed jointly with the governance committee)
		Reviewed and approved the 2024 Sustainability Report (reviewed jointly with the governance committee)
		Received updates on the bank’s sustainability disclosure strategy and control environment, including an overview of regulatory developments and the bank’s readiness plan (jointly with the governance committee)
		Reviewed the results of the annual enterprise-wide stress testing, which included climate-related physical and transition risk events (jointly with the risk committee)
		Received updates on the evolving sustainability disclosure landscape, including regulatory and standard-setting developments and the bank’s readiness plan to comply with future requirements
		Oversaw the bank’s annual financial reporting process and recommended the bank’s annual report, including E&S-related disclosures, for approval by the board

Governance committee²
• Advises the board on sustainability matters, including climate-related risks and opportunities, and provides oversight and coordination over sustainability for the board and its committees • Advises on the status and adequacy of the bank’s efforts to meet high standards of E&S responsibility • Oversees sustainability-related disclosures, including supporting the audit committee in overseeing annual enterprise sustainability reporting		Reviewed and recommended the board approve the Statement Regarding Modern Slavery 2024 (Canada, U.K. and Australia)
		Reviewed the 2024 Public Accountability Statement (jointly with the audit committee)
		Received updates on shareholder proposals and stakeholder engagement, including those with a focus on sustainability matters and reviewed and approved the sustainability-related disclosures in the Sustainability matters section in the 2025 management proxy circular
		Reviewed the 2024 Sustainability Report (jointly with the audit committee)
		Received updates on the bank’s sustainability disclosure strategy and control environment, including an overview of regulatory developments and the bank’s readiness plan (jointly with the audit committee)
		Reviewed and recommended the board approve RBC’s inaugural Reconciliation Action Plan
		Received an update of corporate governance trends and developments in Canada, U.S. and Europe, including legal and regulatory developments regarding sustainability-related disclosure requirements
		Reviewed and discussed Sustainability & Impact’s strategy (jointly with the audit committee) and reviewed and recommended the board approve the 2026 global community investment commitment and RBC Foundation budget

Human resources committee
• Oversees the bank’s compensation principles, policies and programs • Recommends for board approval, CEO and Group Executive compensation, including incentives, which consider, among other factors, sustainability and governance practices • Responsible for talent management and human resources strategies		Reviewed and recommended the board approve CEO and Group Executive compensation for fiscal 2025, which considered, among other factors, sustainability and governance practices in the bank’s short-term incentive program and a discretionary climate-based modifier³ related to progress towards the strategic priorities of the RBC Climate Blueprint to the mid- and long-term incentive program, as more fully described on page 70 of this circular
		Received updates on executive staffing and progress on talent goals and succession planning at each regular meeting

Risk committee
• Oversees significant and emerging risks to the bank, including E&S risks • Recommends for board approval our Enterprise Risk Appetite Framework, which incorporates consideration of E&S risks for risk management decisions		Received quarterly updates on the bank’s E&S risk profile and top and emerging risks, including climate-related trends
		Received updates on E&S third party risks, including industry trends, regulatory developments and stakeholder perspectives in relation to sustainability matters including climate impact
		Reviewed the results of the annual enterprise-wide stress testing, which included climate-related physical and transition risk events (jointly with the audit committee)
		Reviewed and recommended the board approve the Enterprise Risk Appetite Framework and approved the Enterprise Risk Management Framework, which incorporates consideration of E&S risk

1	“Sustainability” in this section of the circular refers to E&S matters.

2	Beginning January 30, 2025, the audit committee assumed responsibility for approving the bank’s annual enterprise sustainability reporting. Previously, the governance committee was responsible for approving the bank’s annual enterprise sustainability reporting.

3	Excludes the CEO and Group Head, RBC Capital Markets, who participates in the Capital Markets Compensation Program. Refer to page 72 for our discussion of how sustainability factors are incorporated into the Capital Markets Compensation Program.

Royal Bank of Canada

Governance

Providing inclusive opportunities

Inclusion at board level¹

Balanced and inclusive representation is critical to successful board oversight. To help achieve this objective, the board has approved a Board Diversity Policy which states that diversity is a critical lens through which the governance committee assesses each director candidate in seeking representation on the board of the full range of characteristics necessary to meet its goals of excellence, innovation and success. Pursuant to the Board Diversity Policy, various dimensions of diversity are always important factors considered by the governance committee. The Board Diversity Policy also requires that men and women each comprise at least 35% to 45% of directors. In 2025, 5 (38%) directors were women, meeting the requirements of the Board Diversity Policy (such requirements have been met in each year that they have been in effect).

Each year, the governance committee completes a self-assessment that measures, among other things, its effectiveness in guiding the board towards its objective of maintaining balanced and inclusive representation on the board. It also reviews the board’s composition and any anticipated vacancies through the lens of our Board Diversity Policy. The governance committee regularly retains an independent search firm to support the identification of candidates with specific competencies, experiences or attributes it regards as key to the current and long-term strategic success of RBC.

Inclusion at executive level¹

As of the date of this circular, 45% (5 out of 11) of the executive officers who make up the Group Executive are women. The bank does not establish specific diversity goals at the Group Executive level as this team is included among broader representation goals² for the Canadian executive team. As with all leadership roles the bank needs to carefully consider a broad range of criteria – most importantly, the appropriate matching of business needs to enhance long-term value for our shareholders and the proven skills and capabilities of new appointees. All members of the Group Executive speak English fluently, one speaks French fluently and one can speak another language.

Board independence

With the exception of RBC’s CEO, all 2026

director nominees are independent.

To be effective, the board must be independent. To this end, the board has adopted a Director Independence Policy that incorporates the “affiliated persons” regulations from the Bank Act (Canada) and the definition of “independence” from the Canadian Securities Administrators guidelines. It also sets additional standards for members of the audit committee and the human resources committee. The Director Independence Policy is filed with Canadian securities regulators at www.sedarplus.com and is available at rbc.com/governance.

Assessing director independence

Directors are independent only if they are unaffiliated with RBC and the board has determined that they have no direct or indirect material relationship with RBC that could interfere with their independent judgment.

To determine whether directors are independent, the board uses information about their personal and business relationships with RBC, including their personal banking and financial services information. The board collects this information from sources such as:

•

director responses to an annual detailed questionnaire

•

director biographical information, and

•

internal records and reports on relationships between directors, entities affiliated with directors and RBC.

The board tests relationships between directors and RBC using materiality thresholds set out in the bank’s Director Independence Policy. The board also considers other facts and circumstances it deems relevant to determine whether any of these relationships could reasonably be expected to interfere with a director’s independent judgment. It considers the nature and extent of these relationships and their importance not only to directors and to RBC, but also to entities with which directors are affiliated.

Under the Bank Act (Canada), the CEO must be a member of the board. He is the only director who is not independent.

Pursuant to National Instrument 58-101 — Disclosure of Corporate Governance Practices, the bank is required to disclose whether it has adopted a written policy relating to the identification and nomination of women directors and the annual and cumulative progress in achieving the policy’s objectives. The bank is also required to disclose how the governance committee considers the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board. Finally, the bank is also required to disclose whether it has adopted a target regarding women on its board and in executive officer positions as well as the number and proportion of directors and executive officers who are women.

2	Our goals are aspirational in support of our efforts to provide fair and inclusive access to hiring and advancement opportunities for all employees.

Royal Bank of Canada

Governance

Guidelines to address other professional activities

Directors must notify the board chair, governance committee chair and secretary before they engage in any new professional activities, including as a director (public, private or not-for-profit), employee, advisor or consultant. The board chair and governance committee chair assess whether the director will have time to devote to RBC responsibilities and evaluate potential circumstances that could impact independent thinking, including conflicts of interest.

Board interlock policy

No more than two RBC board members may serve as director on the same public company board. Currently no RBC director serves on another public company board with another RBC director.

Service on
public company
audit committees

No member of the RBC audit committee may serve on an audit committee of more than two other public companies. Currently, no RBC audit committee member serves on an audit committee of more than two other public companies.

Maintaining independence

In fiscal 2025, all board and regularly

scheduled committee meetings had an

in camera session without management.

The board has established other important ways to maintain its independence.


Access to management		All independent directors have unrestricted access to management and RBC employees.
External advisors		Each board committee and, with the approval of the board chair, individual directors may retain external advisors at the expense of RBC to ensure they have access to independent advice.
*In camera* sessions		The board chair and committee chairs lead sessions without management to facilitate open and candid discussion among the directors.

Nominating, developing and evaluating board members

Finding the right director candidates

The board regularly retains an independent

search firm to help identify candidates.

The board derives its strength from the collective balance of competencies and experience of its members.

The governance committee oversees board renewal and nominates independent candidates for election to the board. A key focus of the governance committee is to build a board that is composed of directors who collectively possess the competencies and experience to support the current and long-term strategic success of RBC, with strong risk discipline in the context of a financial services transformation shaped by an increasingly competitive global marketplace, evolving expectations of regulators and other stakeholders and by macroeconomic, technological and geopolitical developments. The governance committee reviews board composition and any anticipated board vacancies through the lens of the Board Diversity Policy. RBC shareholders elect the directors at each annual meeting to serve until the next annual meeting.

Royal Bank of Canada

Governance

The governance committee and the board chair consider all qualified individuals and maintain an evergreen list of candidates. Every year, the governance committee and the board chair review the credentials of candidates proposed for election or re-election to the board and assess their competencies and experience against those identified in the matrix (see page 21). The governance committee also considers the results of the board and director effectiveness evaluations when determining the candidate profile needed to support the bank’s strategic objectives.

LOGO

Identified by:

• search firms

• directors

• management

• shareholders

• individuals and
other stakeholders

• consider future strategic

objectives and risks

• reference matrix

• assess qualifications

• consider the objectives of

maintaining balanced and

inclusive representation

on the board

• review independence

• check conflicts

• interview process

• governance committee
recommends

• board approves

• shareholders elect

new directors

since 2021

How to submit a nomination

Shareholders

Shareholders may submit candidates to the board chair.

Under the
Bank Act (Canada)

In accordance with the Bank Act (Canada), qualifying shareholders may submit a formal proposal to nominate an individual for director.

Under the

Proxy Access
Policy

The RBC Proxy Access Policy provides an additional way for shareholders to submit director nominations and can be found at rbc.com/governance.

Individuals

and other
stakeholders

Individuals and other stakeholders may also submit candidates to the board chair.

Contact information can be found on the back cover of this circular.

Nominating candidates for the board

The board nominates independent candidates possessing business and professional expertise, including relevant financial services industry and risk management expertise, senior-level involvement in major organizations, international experience and a history of achievement and performance at the highest level. Residency and familiarity with geographic regions relevant to the bank’s strategic objectives are also considered.

To best support the bank in achieving its Purpose of helping clients thrive and communities prosper, all director nominees are required to have experience in environmental, social or governance matters. They must also share a commitment to RBC’s values. In line with the Board Diversity Policy, the governance committee also considers various dimensions of diversity.

Royal Bank of Canada

Governance

Board size considerations

This year, 13 nominees are standing for

election as a director.

When determining its optimal size, the board balances two competing priorities:

•

the business need for a broad range of skills, experiences, perspectives and backgrounds that align with the near- and long-term strategic objectives of RBC and reflect its global client and stakeholder base, and

•

the need to be small enough to facilitate open and effective dialogue and thorough and responsive decision-making.

Regulatory requirements and succession planning also play key roles in the board’s determination of its optimal size.

Majority voting

The board’s Majority Voting Policy states that any nominated director in an uncontested board election must immediately tender their resignation if they are not elected by at least a majority (50% plus 1 vote) of the votes cast in their election. The board will determine whether to accept the resignation within 90 days. Absent exceptional circumstances, the board will accept the resignation, making it effective immediately.

A director who tenders a resignation will not participate in any meeting where the board or a committee is considering their resignation. RBC will promptly issue a news release with the board’s decision. If the board determines not to accept the resignation, the news release will fully state the reasons for that decision.

Tenure policy

The board has a tenure policy that outlines term limits in order to:

•

balance the benefits of experience with the need for new perspectives, and

•

achieve ongoing board renewal.


Directors		A director’s term lasts 15 years or until they reach the age of 70, whichever comes first. New directors may serve for at least six years, regardless of their age.
Board chair		The board chair’s term is five years.
Committee chairs		A committee chair’s term is three years, which may be extended for up to two years, if appropriate, considering the expertise required to lead the relevant committee.

Term limits do not take precedence over the board’s annual director effectiveness evaluation. Nominations for re-election as director will be based on the needs of the board and RBC given its strategic objectives and will take into consideration the results of the effectiveness evaluation and peer reviews.

The board, upon the recommendation of the governance committee, may waive the term and/or age limits for a director and the term of the board chair or a committee chair. Pursuant to its responsibility for the management of board succession, the board approved a waiver of the age limit of Mr. Daruvala until the 2027 annual meeting of shareholders. The board also waived the term limit and approved an extension of the tenure of the human resources committee chair until the 2026 annual meeting of shareholders and approved the extension of the tenure of the risk committee chair until the 2027 annual meeting of shareholders.

A director is expected to submit their resignation to the board chair if:

•

their qualifications, independence or other credentials change

•

they no longer meet the eligibility rules under the board’s conflict of interest guidelines, or

•

they are no longer qualified under the Bank Act (Canada) or other applicable laws.

The governance committee will make a recommendation to the board on whether it should accept the resignation. A director who tenders a resignation does not participate in the discussion or decision-making process.

Royal Bank of Canada

Governance

Helping directors succeed in their roles

The board strives to ensure that new directors receive a thorough introduction to their role and that all directors have access to the resources they need to focus on ongoing development. The governance committee is responsible for making the transition of new directors as seamless as possible and equipping them with the right tools to succeed and make valuable contributions to the board and RBC.

The board’s principles-based approach reflects three key pillars to facilitate an agile and adaptive board.

Principles-based approach to director development

LOGO

INTEGRATION

• Mentorship program matching new directors with experienced members

• One-on-one meetings with the board chair and committee chairs to enhance their understanding of the board’s culture and dynamics

• Ongoing engagement with members of the Group Executive and senior management to deepen knowledge of the bank’s strategic objectives and foster open dialogue and constructive relationships

PERSONAL DEVELOPMENT

• Education sessions and materials may include:

- presentations by senior executives on various topics including specialized and complex aspects of RBC’s businesses and operations

- external presentations, where featured speakers provide insights on a variety of topics, including the economic and political landscape as well as emerging industry, regulatory and market trends

ORIENTATION

• In-depth orientation guide covering the board’s governance principles and policies, including the bank’s Code of Conduct and Director Independence Policy

- areas of shared concern or oversight covered in joint educational sessions across committees

- media updates and investor relations reports on key topics, the bank’s media presence and market trends

- regular updates about educational opportunities outside RBC

• Strategic and business deep-dives with members of the Group Executive and senior management

• Onboarding sessions with oversight functions, governance and legal executives to advise directors on their obligations and the internal controls and practices in place at RBC

• Attendance at committee meetings even if a director is not a committee member

• Committee chair orientation with executive sponsors and the secretary

• Directors have full access to committee education sessions regardless of committee membership. They may also receive educational materials and updates between board meetings on matters relevant to RBC’s businesses. Directors have membership at the Institute of Corporate Directors (Canada) and National Association of Corporate Directors (U.S.).

Royal Bank of Canada

Governance

Periodically, the board holds meetings in key jurisdictions to further learn about RBC’s businesses and connect with local senior management, employees and directors of key subsidiaries. In October 2025, the board and its committees held meetings in Los Angeles, California, as described in the table below.

Focus on continuous education

The board and management remain focused on the key issues impacting RBC as well as the bank’s clients, employees, shareholders, communities and other stakeholders. In fiscal 2025, we took a coordinated approach to education with the board and its committees organized around the themes of market, macroeconomic environment, cybersecurity, data management, artificial intelligence, sustainability and governance, regulatory and geopolitical matters. Directors also attended several smaller events with executives and employees, giving directors the opportunity to gain further insights into RBC’s businesses and functions throughout the year.


Quarter	Education	Attended or received materials

Q1 2025	Overview of U.S. anti-money laundering regulatory environment and enforcement regime	Board
	Review of RBC Insurance^® through a risk lens	Risk
	Update on the evolving cyber threat landscape	Board
	Review of regulatory expectations on data risk management	Risk
Q2 2025	Overview of the approach to interest rate and asset liability management	Audit, Risk
	Review of the regulatory environment for effective supervisory controls, including those related to the detection and escalation of any prohibited activity in the first line of defence	Audit
	Review of board composition and benchmarking to support director recruitment and succession planning	Governance
	Review of top and emerging drivers of third-party risk across the financial services industry and evolving regulatory expectations	Risk
	Overview of sustainability reporting developments, including regulatory changes and shifts in the external reporting landscape	Audit, Governance
	Review of OSFI’s final guidelines on assurance requirements for capital, leverage and liquidity returns	Audit
	Review of Canadian and global tax developments	Audit
	Update on developments in Canada-U.S. trade, including the impact of tariffs	Risk
	Review of key events, including economic and market updates, impacting risk appetite and risk profiles in the Canadian banking industry	Risk
	Review of the bank’s fraud risk profile and management practices	Risk
Q3 2025	Moderated discussion on Canada-U.S. relations with a featured speaker	Board
	Overview of the expected credit loss measurement framework in International Financial Reporting Standards (IFRS 9) – Financial Instruments	Audit, Risk
	Review of industry trends and regulatory views on technology in internal audit, including data disruption and artificial intelligence	Audit
	Review of drivers, business volumes and regulatory requirements and expectations relating to financial crime	Risk
	Review of results and key highlights from the 2025 proxy season: Canadian and U.S. financial institutions	Governance
	Update on key Canadian and U.S. regulatory and governmental developments	Governance
	Review of RBC’s inaugural Reconciliation Action Plan	Governance
Q4 2025	External insights on payments and transaction banking, including trends and associated strategies	Board
	Review of developments in payments and transaction banking, including disruptions driven by technology, the rise of agentic commerce, and related implications	Board
	External feedback on RBC’s 2025 Investor Day and future growth expectations	Board
	Update on RBC’s Leadership Strategy	Human Resources
	Review of artificial intelligence through a risk lens	Risk
	Overview of financial instruments and valuation principles, accounting, and governance, including the application and impact of valuations in the current market landscape	Audit
	Overview of primary and emerging risks in financial crimes	Risk
	Update of corporate governance trends and developments in Canada, U.S. and Europe	Governance
	Industry review of director compensation trends	Governance
	Review of top financial and non-financial risks in the U.S.	Risk
	Overview of geopolitical, societal, technological, policy and regulatory, environmental and economic trends impacting the risk landscape	Risk
	Los Angeles, California meetings
	Moderated discussion on the entertainment segment with a featured speaker	Board
	Moderated discussion on capital markets with a featured speaker	Board
	Panel discussion on market developments in entertainment and sports banking and commercial banking	Board
	Moderated discussion on AI innovation with a featured speaker	Board

External presentation LOGO

Royal Bank of Canada

Governance

Evaluating the board, committees, chairs and directors

The board and its committees annually review their effectiveness as part of their commitment to continuously improve their oversight and constructive challenge of management. The governance committee oversees the assessment process, which includes a board effectiveness survey, evaluations of the board chair and each committee chair, self-assessments and peer reviews of each independent director, and one-on-one interviews with each committee chair. The results highlight strengths, identify opportunities, and inform the board’s priorities, approach to education, and action plans for the following year. The evaluations also inform the governance committee’s assessment of the competencies and experience director nominees need for election or re-election.

Annual evaluations

Annual evaluations of the board and each committee are supplemented with input from members of the Group Executive on areas such as board and committee processes, interaction with management and overall effectiveness.

Updates on priorities and action plans are provided to the board and committees by the board chair and committee chairs throughout the year. This approach creates an effectiveness evaluation that is an ongoing and dynamic part of the functioning of the board and its committees.

In 2025, the board retained a new independent consultant

to provide fresh perspectives and insights on assessing

its effectiveness as a board and as directors.

LOGO

Feedback is collected through questionnaires and one-on-one interviews with committee chairs administered by an independent consultant. Feedback is also collected through meetings between the board chair and the committee chairs as well as one-on-one meetings between the board chair and each director.

The board is evaluated by all directors and the Group Executive.

The board chair is evaluated by all directors and the Group Executive.

The committees and committee chairs are evaluated by committee members and applicable members of the Group Executive.

Each independent director completes a personal and peer review.

The independent consultant analyzes the feedback and peer reviews and prepares the reports.

The board and governance committee review the board and board chair reports. The governance committee chair reports to the board on the effectiveness of the board chair.

The governance committee and applicable committees review the committee and committee chair reports. The board chair also reviews the committee chair reports.

The board chair reviews the independent director peer reviews with each independent director. The governance committee chair reviews the board chair’s performance assessment with the board chair.

Priorities and action plans are developed for the board and committees as well as the board chair.

Development opportunities are identified and discussed with the board chair as required, for each independent director.

Reports and peer reviews are taken into consideration during the re-nomination process.

Royal Bank of Canada

Governance

Board and committee reports

Board of directors’ report

The board is satisfied that its activities over the fiscal year have fulfilled its charter.



Members (fiscal year end)		• J. Côté (chair), M. Bibic, A. Chisholm, T. Daruvala, C. Devine, R. Jamieson, D. McKay (President and CEO), A. Norton, B. Perry, M. Turcke, T. Vandal, F. Vettese and J. Yabuki

Meetings		• Eight regular meetings were held in fiscal 2025. • All eight regular meetings included an in camera session without management present.

Responsibility		2025 Highlights

Strategic planning		✓ Approved the bank’s 2026 enterprise strategy, operating plan, capital and funding plan and financial objectives. ✓ At each regularly scheduled meeting, the CEO reported on key strategic topics, such as business dynamics in the regions in which RBC operates, investor engagement, the integration of HSBC Bank Canada potential acquisitions and partnerships, major initiatives, as well as external factors impacting the bank’s strategic priorities, including economic and geopolitical developments. ✓ Held regular strategic sessions with senior management to review performance and progress across business segments and key functions, including an overview of the growth strategy for the retail Canadian personal banking business, Wealth Management Europe’s five-year strategy and long-term growth ambitions, as well as an update on RBC Capital Markets’ strategy with a focus on Global Markets. ✓ Engaged with management on the bank’s U.S. growth strategy, including RBC’s strengths in the U.S. market, efforts to streamline the U.S. operating model, ongoing development of the U.S. cash management business and key pillars underpinning the strategy. ✓ Received an update on the bank’s sustainability strategy and climate strategy and approved the RBC Purpose Framework – Ideas for People and Planet^®, the RBC Inclusive Opportunities Blueprint, the RBC Skills Blueprint and the RBC Climate Blueprint. ✓ Participated and engaged with senior management at the annual strategy offsite, contributing to strategic planning and review of challenges and opportunities with a particular focus on the bank’s response to disruptions to the payments model, the bank’s position in global transaction banking, potential transformational growth opportunities, as well as a review and approval of the bank’s five-year financial outlook. ✓ Received updates on RBC’s AI & Digital Transformation program, including objectives to scale AI and digital capabilities across the bank. ✓ Attended panel discussions and interactive sessions on a variety of topics, including Canada-U.S. relations, external perspectives on payments and transaction banking, investor feedback on RBC’s 2025 Investor Day and future growth expectations, the entertainment segment, market developments in entertainment and sports banking, commercial banking and AI innovation.

Risk management		✓ Approved the Enterprise Risk Appetite Framework. ✓ Received the annual cybersecurity and information technology risk update, covering the cyber threat landscape, evolving regulatory landscape and RBC’s strategic approach for growth and resilience.

Royal Bank of Canada

Governance



Succession planning and evaluation of management performance and compensation		✓ Approved the appointment of the new Chief Audit Executive (CAE). ✓ Approved succession plans for the CEO, the Group Executive and the heads of the oversight functions who are not members of the Group Executive, including evaluation of candidate readiness, development focus and actions to support leadership growth. ✓ Approved updates to the performance share unit program, including refreshing the performance peer group and confirming the board’s ability to make discretionary adjustments downward at vesting and payout. ✓ Approved and recommended that common shareholders approve, an amendment to the stock option plan to increase the number of common shares available for issuance under the stock option plan and expressly list in the amending provisions of the stock option plan certain amendments that require shareholder approval. ✓ Reviewed the performance assessment of the CEO against 2025 objectives and approved the CEO performance objectives, metrics and mandate for 2026. ✓ Reviewed the performance assessment of members of the Group Executive against 2025 objectives. ✓ Approved the compensation of the CEO for 2025, as well as target compensation for 2026, and approved the compensation of the members of the Group Executive for 2025, as well as target compensation for 2026. ✓ Approved the design and payouts for major compensation programs and 2025 pension plan funding.

Financial reporting		✓ Received quarterly and mid-quarter updates from the Chief Financial Officer (CFO) covering performance by business segment, key accounting and reporting developments, strategic progress and internal controls. ✓ Approved the bank’s quarterly and annual financial reports and declaration of the bank’s quarterly dividend. ✓ Recommended to shareholders the appointment of PwC as the shareholders’ auditor.

Governance		✓ Approved the director nominees for election, assessed expertise and independence of audit committee members and approved the adequacy of the composition of the human resources committee and assessed their independence. ✓ Approved amendments to the mandates of the audit committee, governance committee, risk committee and human resources committee, and waived the term limit of the human resources committee chair and approved an extension of the tenure of the human resources committee chair until the 2026 annual meeting of shareholders and the extension of the tenure of the risk committee chair until the 2027 annual meeting of shareholders. ✓ Approved the appointment of Cynthia Devine as chair of the audit committee. ✓ Received updates on key matters discussed at board and committee meetings of each of RBC US Group Holdings LLC and RBC Europe Limited. ✓ Approved the Statement Regarding Modern Slavery 2024 (Canada, U.K. and Australia). ✓ Approved RBC’s inaugural Reconciliation Action Plan. ✓ Approved an increase in director, board chair and committee chair compensation and an increase to the minimum equity ownership requirement. ✓ Approved the 2026 global community investment commitment and the RBC Foundation budget. ✓ Approved the annual report on the governance committee’s conduct review activities and the annual director’s report to the Financial Consumer Agency of Canada outlining the activities of the governance committee related to oversight of the bank’s compliance with the consumer provisions under the Bank Act (Canada).

Royal Bank of Canada

Governance

Audit committee report

The committee is satisfied that its activities over the fiscal year have fulfilled its mandate.



Members (fiscal year end)		• C. Devine (chair), T. Daruvala, B. Perry, M. Turcke, and F. Vettese

Financial literacy and audit expertise		• All members of the audit committee are “financially literate” within the meaning of the Canadian Securities Administrators rules and the corporate governance listing standards of the New York Stock Exchange. • C. Devine, B. Perry and F. Vettese, qualify as “audit committee financial experts”, as defined by the U.S. Securities and Exchange Commission.

Meetings		• Seven regular meetings were held in fiscal 2025 (four meetings also included joint sessions with the risk committee and two meetings also included joint sessions with the governance committee). The external auditor attended each meeting. • All seven regular meetings included an in camera session without management present. • The committee also held separate in camera sessions with the external auditor at five of the regularly scheduled meetings and, as required, with each of the CFO, CLAO, Executive Vice-President and CAE, and Vice-President, Client Complaints Appeal Office. • Two education sessions were held in fiscal 2025 outside the regular meeting cycle, including one joint education session with the risk committee.

Responsibility		2025 Highlights

Financial reporting and internal controls		✓ Oversaw the bank’s quarterly and annual financial reporting process and recommended quarterly and annual financial reports for approval by the board and reviewed and recommended to the board for approval the declaration of the bank’s quarterly dividend. ✓ Received updates on critical accounting policies and estimates and reviewed significant judgments relating to a number of accounting matters including: • allowance for credit losses for performing and impaired financial assets and in particular the estimation of the stage 1 and stage 2 allowance for credit losses, including consideration of the implications from trade disruptions such as tariffs; • significant matters considered by management in determining the allowance; • tax matters including a review of legislative tax changes and enhanced global tax compliance and reporting requirements; and • goodwill impairment assessment. ✓ Received an overview of interest rate and asset liability management (jointly with the risk committee). ✓ Received an overview of the expected credit loss measurement framework in International Financial Reporting Standards (IFRS 9) – Financial Instruments (jointly with the risk committee). ✓ Reviewed disclosure controls and procedures and received progress updates on the bank’s internal controls over financial reporting program implemented pursuant to the Sarbanes-Oxley Act of 2002, as well as regular updates on the control environment, including control issues, associated risks and corrective actions. ✓ Reviewed Internal Audit’s assessment of the design and effectiveness of the bank’s risk governance framework (jointly with the risk committee). ✓ Received updates on the bank’s sustainability disclosure strategy and control environment, including an overview of regulatory developments and the bank’s readiness plan (jointly with the governance committee). ✓ Reviewed and approved the 2024 Sustainability Report and Public Accountability Statement (reviewed jointly with the governance committee). ✓ Received an overview of financial instruments and valuation principles, accounting, and governance, including the application and impact of valuations in the current market landscape.

External auditor (PwC)		✓ Discussed with PwC its responsibilities in performing an integrated audit, its determination of areas of significant audit risk and related risk mitigation procedures and reviewed and approved its annual audit plan and associated fees. ✓ Discussed with PwC key accounting risks and significant judgments made by management. ✓ Received written confirmation from PwC of its independence and recommended to the board for recommendation to the shareholders the appointment of PwC as the shareholders’ auditor. ✓ Pre-approved all additional engagements with PwC (including any non-audit services). ✓ Completed an annual assessment of PwC’s performance based on (i) the quality of the team and service; (ii) independence, objectivity and professional skepticism; and (iii) candid and transparent communication. The assessment identified continued areas of focus, including (i) identifying opportunities to drive efficiencies while ensuring the highest level of audit quality; and (ii) opportunities to enhance and increase sharing of relevant global best practices and industry trends.

Royal Bank of Canada

Governance



Legal, capital and liquidity matters		✓ Received regular updates on significant legal matters. ✓ Reviewed the 2025 enterprise-wide stress testing results and approved the Internal Capital Adequacy Assessment Process and made recommendations to the board to approve the 2026 capital and funding plan (jointly with the risk committee). ✓ Received an update on elevating RBC’s control environment (jointly with the risk committee). ✓ Received regular updates on the bank’s capital and liquidity position. ✓ Received updates on OSFI’s guideline on assurance requirements for capital, leverage and liquidity returns. ✓ Received updates on the evolving sustainability disclosure landscape, including regulatory and standard-setting developments and the bank’s readiness plan to comply with future requirements.

Oversight of the finance function		✓ Reviewed and approved the finance function’s organizational structure, budget and resources, as well as the CFO Group’s charter and the CFO’s mandate. ✓ Received an update on the CFO Group’s strategy. ✓ Assessed the effectiveness of the finance function. ✓ Reviewed the performance assessment of the CFO.

Oversight of the internal audit function		✓ Reviewed and approved the annual internal audit plan and monitored its execution. ✓ Reviewed and approved the Internal Audit function’s organizational structure, budget and resources and overall risk assessment methodology, as well as the internal audit charter and the CAE’s mandate. ✓ Reviewed quarterly reports of audit activities, findings and recommendations and assessed the effectiveness of the Internal Audit function, including an external quality assessment review of the internal audit function. ✓ Approved and recommended to the board the appointment of the new CAE. ✓ Reviewed the performance assessment of the CAE.

Subsidiary oversight		✓ Acted as the audit committee to certain regulated RBC subsidiaries. ✓ Received and reviewed the financial statements, internal control reports and reports from the CFOs of these regulated subsidiaries.

Further information in respect of the audit committee can be found in the Audit Committee section of our 2025 annual information form dated December 2, 2025.

Auditor fees

Following a tender process, PwC was appointed our auditor by the board of directors on January 29, 2016, which was approved by RBC shareholders at the annual and special meeting of common shareholders held on April 6, 2016.

Fees relating to the years ended October 31, 2025 and October 31, 2024 to PwC and its affiliates, including the nature of each category of fees, are detailed below.



	Year ended October 31, 2025 ($ millions)						Year ended October 31, 2024 ($ millions)

	Bank and subsidiaries		Mutual funds¹		Total		Bank and subsidiaries		Mutual funds¹		Total
Audit fees		55.7		3.1		58.8		50.6		2.8		53.4
Audit-related fees		10.4		–		10.4		9.9		–		9.9
Tax fees		0.2		0.4		0.6		0.1		0.3		0.4
All other fees		1.0		0.7		1.7		0.9		0.7		1.6
Total fees		67.3		4.2		71.5		61.5		3.8		65.3

The mutual funds category includes fees paid for professional services provided by PwC for certain mutual funds managed by subsidiaries of the bank. In addition to other administrative costs, the subsidiaries are responsible for the auditor’s fees for professional services rendered in connection with the annual audit, statutory and regulatory filings and other services for the mutual funds in return for a fixed administration fee.

Royal Bank of Canada

Governance

Audit fees

Audit fees were paid for professional services rendered by the bank’s independent auditor for the integrated audit of the 2025 Annual Consolidated Financial Statements of the bank, including its audit of the effectiveness of our internal control over financial reporting and any financial statement audits of our subsidiaries. In addition, audit fees were paid for services that generally only the bank’s independent auditor reasonably can provide, which includes services provided in connection with statutory and regulatory filings, including those related to prospectuses and other offering documents.

Audit-related fees

Audit-related fees were paid for assurance and related services that are rendered by the bank’s independent auditor and are not reported under the audit fees item above. These services consisted of:

•

employee benefit plan audits;

•

due diligence related to mergers and acquisitions;

•

reports on control procedures at a service organization;

•

consultations and audits in connection with acquisitions, including evaluating the accounting treatment for proposed transactions;

•

attest services not required by statute or regulation;

•

reporting on the effectiveness of internal controls as required by contract or for business reasons;

•

the audits of various trusts and limited partnerships; and

•

consultations regarding financial and reporting standards.

Tax fees

Tax fees were paid for tax compliance services including preparation of tax returns for certain mutual funds managed by subsidiaries of the bank and a subscription for services to provide specific tax data and information to complete routine tax schedules and calculations for clients.

All other fees

These services consist of translation of documents for us and certain of our subsidiaries, regulatory compliance services, as well as accounting and other research software subscriptions and publications.

Royal Bank of Canada

Governance

Governance committee report

The committee is satisfied that its activities over the fiscal year have fulfilled its mandate.



Members (fiscal year end)		• M. Turcke (chair), M. Bibic, A. Chisholm, C. Devine and R. Jamieson

Meetings		• Six regular meetings were held in fiscal 2025 (two meetings also included joint sessions with the audit committee). • All six regular meetings included an in camera session without management present.

Responsibility		2025 Highlights

Monitor best practices and trends		✓ Approved and recommended to the board the Statement of Corporate Governance Practices. ✓ Received updates on key Canadian and U.S. regulatory and governmental developments. ✓ Reviewed updates on investor and proxy advisory firm perspectives and areas of focus on RBC’s governance practices. ✓ Reviewed highlights of the 2025 Canadian and U.S. financial industry annual general meeting season. ✓ Monitored the operations of the board’s committees, including the allocation of responsibilities, and recommended the board approve amendments to the audit committee, governance committee, human resources committee and risk committee mandates. ✓ Received an update of corporate governance trends and developments in Canada, U.S. and Europe.

Director recruitment and board composition		✓ Retained an independent consultant to review and benchmark board composition, experience and competencies to inform recruitment of new directors and approved updates to the matrix. ✓ Evaluated the composition, skills and tenure of the board and its committees and continued development of a director candidate pipeline with the support of an independent search firm. ✓ Approved and recommended to the board the director nominees for election and assessed directors’ independence. ✓ Assessed and determined the expertise and independence of audit committee members and approved the adequacy of the composition of the human resources committee, including an assessment of their independence. ✓ Approved and recommended to the board the appointment of Cynthia Devine as chair of the audit committee. ✓ Reviewed committee chair succession plans and recommended the board waive the term limit and approve an extension of the tenure of the human resources committee chair until the 2026 annual meeting of shareholders and the extension of the tenure of the risk committee chair until the 2027 annual meeting of shareholders.

Director compensation		✓ Retained an independent consultant to provide an industry review of director compensation trends and provide advice on design, positioning and trends. ✓ Recommended the board approve an increase in director, board chair and committee chair compensation, as well as an increase to the minimum equity ownership requirement.

Director, board and committee effectiveness		✓ Oversaw the annual evaluation of the board’s and committees’ effectiveness and the report on their effectiveness, and retained a new independent consultant to manage the evaluation process. ✓ Developed and approved 2025 priorities for the board, board chair and the committee and reviewed mid-year and year-end progress reports against these priorities.

Director orientation and education		✓ Coordinated the continuing education and development of directors.

Stakeholder engagement		✓ Oversaw engagement with shareholders, industry and governance advisors on key and emerging governance topics and trends, including sustainability matters. ✓ Continued to engage with key regulators on supervisory priorities, as well as complaints-handling requirements, subsidiary governance, bank strategy and key risks.

Royal Bank of Canada

Governance



Sustainability		✓ Received updates on shareholder proposals and stakeholder engagement, including those with a focus on sustainability matters, and reviewed and approved the Sustainability matters section in the 2025 management proxy circular. ✓ Received updates on the bank’s sustainability disclosure strategy and control environment, including an overview of regulatory developments and the bank’s readiness plan (jointly with the audit committee). ✓ Reviewed the 2024 Sustainability Report and the Public Accountability Statement jointly with the audit committee and recommended that the board approve the Statement Regarding Modern Slavery 2024 (Canada, U.K. and Australia). ✓ Recommended the board approve RBC’s inaugural Reconciliation Action Plan. ✓ Reviewed and discussed Sustainability & Impact’s 2025 strategy (jointly with the audit committee). ✓ Reviewed and recommended the board approve the 2026 global community investment commitment and the RBC Foundation budget.

Culture and conduct		✓ Received reports on enterprise-wide culture and conduct risk matters, including those related to clients, employees, financial markets and reputational risks. ✓ Reviewed and approved the Enterprise Culture and Conduct Risks Framework that reflects best practices in risk management and governance. ✓ Reviewed and approved the RBC Conflicts of Interest Policy that sets requirements for management, governance and oversight of real, potential or perceived conflicts of interest. ✓ Reviewed and recommended the board approve the annual report on the governance committee’s conduct review activities and the annual directors’ report to the Financial Consumer Agency of Canada outlining the activities of the committee related to oversight of the bank’s compliance with the consumer provisions under the Bank Act (Canada).

Subsidiary oversight		✓ Acted as the conduct review committee for certain of our federally regulated financial institution subsidiaries. ✓ Received an update on strengthening subsidiary governance oversight. ✓ Approved the appointment of Amanda Norton to the board of RBC Europe Limited.

Royal Bank of Canada

Governance

Human resources committee report

The committee is satisfied that its activities over the fiscal year have fulfilled its mandate.



Members (fiscal year end)		• T. Vandal (chair), T. Daruvala, A. Norton, B. Perry, F. Vettese and J. Yabuki

Meetings		• Five regular meetings were held in fiscal 2025 (one meeting also included a joint session with the risk committee). • All five regular meetings included an in camera session without management present. • In camera sessions were also held with the external independent compensation advisor, Frederic W. Cook & Co., Inc. (FW Cook), at each regular meeting he attended where executive compensation was discussed.

Responsibility		2025 Highlights

Executive compensation		✓ Reviewed our approach to executive compensation, including design and positioning relative to comparators. ✓ Reviewed and made recommendations to the board to approve updates to the performance share unit program, including refreshing the performance peer group and confirming the board’s ability to make discretionary adjustments downward at vesting and payout. ✓ Reviewed and made recommendations to the board to approve, and recommend that common shareholders approve, an amendment to the stock option plan to increase the number of common shares available for issuance under the stock option plan and expressly list in the amending provisions of the stock option plan certain amendments that require shareholder approval. ✓ Reviewed the CEO’s performance assessment against 2025 objectives and made recommendations to the board for the performance objectives and metrics and mandate for 2026. ✓ Reviewed and made recommendations to the board to approve the CEO’s compensation for 2025, as well as target compensation for 2026. ✓ Reviewed the performance assessment of certain members of the Group Executive against 2025 objectives.¹ ✓ Reviewed and made recommendations to the board to approve the compensation of members of the Group Executive for 2025, as well as target compensation for 2026. ✓ Reviewed and approved target compensation for 2025 for the new CAE. ✓ Reviewed and approved the compensation for 2025 of the CAE, CCO and Chief Anti-Money Laundering Officer (CAMLO), as well as target compensation for 2026.

Compensation oversight and risk management		✓ Reviewed a pay-for-performance and realizable pay analysis of 2025 CEO pay conducted by FW Cook. ✓ Received the CAE’s report on compensation risk management and governance practices, including compliance with the Financial Stability Board (FSB) Principles and Standards and other applicable compensation regulations. ✓ Reviewed the alignment of variable compensation with potential and realized risks (jointly with the risk committee).

Oversight of compensation programs, policies and pensions		✓ Reviewed and made recommendations to the board to approve design and payouts for major compensation programs. ✓ Reviewed a report of RBC pension plans and plans of certain of its subsidiaries covering governance, oversight, controls, funding, performance and investment strategy and made recommendations to the board to approve 2025 pension plan funding. ✓ Approved the Change in Control Policy.

Talent management and succession		✓ Reviewed and discussed the RBC leadership strategy, including its focus on driving strong succession, developing skilled and courageous leaders, and stewarding a winning culture. ✓ Received updates on executive staffing and progress on talent goals and succession planning at each regular meeting.
Employee engagement		✓ Received an update on the results of the annual employee engagement survey. ✓ Received an update on investments in the employee experience, including enhancements through technology solutions.

1	The performance assessments of the CFO and the CRO are reviewed at the audit committee and risk committee, respectively.

Royal Bank of Canada

Governance

Risk committee report

The committee is satisfied that its activities over the fiscal year have fulfilled its mandate.



Members (fiscal year end)		• A. Chisholm (chair), M. Bibic, R. Jamieson, A. Norton, T. Vandal and J. Yabuki

Meetings		• Seven regular meetings and three special meetings were held in fiscal 2025 (four meetings also included joint sessions with the audit committee and one meeting also included a joint session with the human resources committee). • All seven regular meetings included an in-camera session without management present. • The committee also held separate in-camera sessions at each regular meeting with the CRO and at each quarterly meeting with each of the CCO and CAMLO. • Two education sessions were held in fiscal 2025 outside the regular meeting cycle, including one joint education session with the audit committee.

Responsibility		2025 Highlights

Risk management		✓ Received reports on top and emerging risks including, among others, credit risk, including a focus on commercial real estate; operational risks, such as fraud, third-party, insider, model and security risks; regulatory developments; reputation risks; risks stemming from the evolving macroeconomic and geopolitical environment; climate risk and trends, including the impact of the California wildfires; heightened levels of financial crime risk; physical security risks; disaster recovery; and cybersecurity and IT risks, events and trends, including digital currency. ✓ Received regular updates on risk profile as it relates to the bank’s risk appetite. ✓ Discussed emerging risk trends shaping the bank’s risk environment, including industry trends, political and regulatory developments and shifting stakeholder perceptions. ✓ Discussed risks associated with AI, including the risk management levers to support AI and digital transformation. ✓ Discussed the potential impact of the trade uncertainty between Canada and the U.S. ✓ Discussed the approach to data strategy in light of the evolving risk landscape. ✓ Discussed key and emerging risks in the RBC Insurance segment, including alignment of strategy from a risk management perspective. ✓ Received regular updates from the CCO on regulatory compliance, including top compliance risks and regulatory updates. ✓ Received regular updates from the CAMLO on financial crimes reporting, including the regulatory environment. ✓ Received an overview on interest rate risk and asset and liability management (jointly with the audit committee). ✓ Received the annual benchmarking analysis of the bank’s risk performance and profile relative to peers as it relates to risk concentration, stability of earnings, liquidity and funding, capital adequacy and external/market views. ✓ Reviewed and approved the bank’s resolution plan. ✓ Received an update on developments in RBC’s operational resilience program. ✓ Received an overview of the bank’s fraud risk profile. ✓ Received a progress update on City National Bank’s risk maturity journey. ✓ Received internal and external insights into the bank’s financial crimes risk mitigation program and outcomes of a financial crimes program maturity assessment conducted by a third party. ✓ Reviewed the annual enterprise-wide stress testing scenarios and results and approved the Internal Capital Adequacy Assessment Process and made recommendations to the board to approve the 2026 capital and funding plan (jointly with the audit committee). ✓ Reviewed the alignment of variable compensation with potential and realized risks (jointly with the human resources committee). ✓ Received an overview of the expected credit loss measurement framework in IFRS 9 – Financial Instruments (jointly with the audit committee).

Royal Bank of Canada

Governance



Risk framework and oversight		✓ Reviewed and approved the Enterprise Risk Management Framework, the bank’s program for identifying, measuring, controlling and reporting on significant risks, as well as supporting risk management frameworks. ✓ Reviewed and made recommendations to the board to approve the Enterprise Risk Appetite Framework, which represents the amount and type of risk that RBC is willing to accept in the pursuit of its business objectives. ✓ Received an update on elevating RBC’s control environment, including the implementation and progress of the Risk & Controls Self-Assessment program (jointly with the audit committee). ✓ Reviewed the bank’s corporate insurance program and approach to mitigating and managing various risk exposures.

Oversight of risk management function		✓ Reviewed and approved Group Risk Management’s organizational structure, budget and resources and the mandate of the CRO and CAMLO. ✓ Reviewed Internal Audit’s assessment of the design and effectiveness of the bank’s risk governance framework (jointly with the audit committee). ✓ Reviewed the performance assessment of the CRO.

Oversight of independent control functions		✓ Reviewed and approved the Compliance function’s organizational structure, budget and resources and the mandate of the CCO. ✓ Reviewed updates on engagement with global regulators and results of regulatory supervisory assessments of RBC. ✓ Reviewed the performance assessments of the CCO and CAMLO.

Subsidiary oversight		✓ Reviewed and approved the mandate of the U.S. Risk Committee of RBC US Group Holdings LLC. ✓ Reviewed and approved the US Resolution Plan – Delegations of Authority to RBC US Group Holdings LLC. ✓ Monitored actions related to meeting regulatory expectations.

LOGO


		Executive compensation
		Letter from the human resources committee			52

		Compensation discussion and analysis			55

		Compensation philosophy and principles			55

		Talent management and succession planning			56

		Key compensation programs and practices			57

		Compensation governance			59

		Compensation risk management			61

		Compensation decision-making			64

		2025 compensation components			67

		2025 CEO and other named executive officer incentive awards			73

		CEO performance and compensation			79

		Performance and compensation of other named executive officers			82

		Executive compensation alignment with shareholder returns			86

		Cost of management ratio			86

		Executive compensation tables			87

		Additional disclosure under FSB and Basel Committee on Banking Supervision requirements			96

		Indebtedness of directors and executive officers			97

		Supplemental information: Reconciliation of GAAP and Non-GAAP measures			98

Royal Bank of Canada

Executive compensation

Letter from the human resources committee

Dear fellow shareholders,

RBC has been creating long-term value for its clients, shareholders, communities and employees for more than a century and a half. Today, the bank and its clients are navigating a rapidly changing economy and complex operating environment. To achieve its vision of being among the world’s most trusted and successful financial institutions, RBC must continue to stay ahead of its clients’ evolving needs by moving faster and thinking bolder and more globally than ever before.

In 2025, RBC accelerated its ambitions to create even greater value for those it serves. Despite a turbulent economic and market landscape, the bank delivered record performance, reflecting the resilience of its diversified business model, prudent risk management, capital strength, and the unwavering commitment of its employees to leverage their imagination and insights to meet the evolving needs of RBC’s clients.

Achieving RBC’s future growth ambitions requires a more globally connected bank working together as one team focused on tomorrow’s biggest growth opportunities in Canada, while scaling and unlocking new revenue streams in key markets and geographies, including the United States, the United Kingdom and Europe.

Against an increasingly competitive landscape and growing client expectations, RBC is investing in helping our people deliver unique insights and exceptional experiences to more than 19 million clients in Canada, the U.S. and 27 other countries. To attain this, RBC requires highly skilled and adaptable people, effective leaders and a culture that enables strong performance in a rapidly changing environment. This is why the bank is focused on further strengthening its leadership pipeline and equipping its workforce with skills to help enable them to anticipate disruption, adapt at speed and drive growth. RBC is dedicated to creating an environment where employees can grow and reach their career potential. RBC’s artificial intelligence (AI) capabilities are an important part of that commitment, as the technology is opening new opportunities for employees and the value they can create for clients.

With an innovative and talented workforce across 29 countries, RBC continually celebrates its employees for their integrity, accountability, and unwavering commitment to innovation. Dave McKay and his leadership team recognize that it is the daily actions of employees that help sustain RBC’s leadership position and uphold RBC’s Purpose of helping clients thrive and communities prosper. The board commends RBC’s employees for their willingness to make bold, innovative decisions and take on new challenges, which helped drive RBC’s success in 2025 and make the bank future ready.

RBC’s Purpose and strategic goals

Guided by our Vision to be among the world’s most trusted and successful financial institutions, and driven by our Purpose of helping clients thrive and communities prosper, RBC aims to be:

• In Canada: the undisputed leader in financial services,

• In the United States: the preferred partner to institutional, corporate, commercial and high-net-worth clients and their businesses, and

• In select global financial centres: a leading financial services partner valued for our expertise.

RBC performance in 2025

RBC is an all-weather bank, with the financial and strategic strength to support our clients and deliver value to shareholders through all economic cycles. RBC’s financial performance in 2025 demonstrated this by delivering exceptional financial results across its businesses during a year of significant macroeconomic uncertainty and market volatility. The bank’s employees around the world continued to go above and beyond for its clients and that, combined with the strength of RBC’s diversified business model across segments and geographies and strong balance sheet, culminated in earnings of $20.4 billion for fiscal 2025, up $4.1 billion or 25% year-over-year.

The bank achieved strong in-year progress against its medium-term objectives over three-year and five-year horizons. While investments to fund strategic opportunities, such as the acquisition of HSBC Bank Canada and operational improvements, including at City National Bank, impacted the bank’s three-year return on equity (ROE) objective, the bank met its medium-term diluted earnings per share (EPS) growth objective and maintained strong capital positions over both the three-year and five-year horizons. Effective fiscal 2026, the bank revised its ROE¹ financial objective from 16%+ to 17%+ to reflect improving revenue productivity and cost efficiencies driven by the execution of its strategic initiatives.

RBC continues to make progress on what it committed to doing at its Investor Day: delivering premium returns and creating more value for clients through insights and trusted advice. The bank delivered exceptional shareholder value in 2025, with RBC’s share price up 22% year-over-year and a return of $11.3 billion to shareholders through common dividends and share buybacks. The bank entered the 2026 fiscal year as the 11^th largest bank globally and 6^th largest in North America by market capitalization.²

Financial results for

short-term incentive program

Net income (C$ billion)

$20.4

(reported)

2025

$16.2

(reported)

$16.6³

(adjusted)

2024

Financial results for mid- and

long-term incentive programs


Medium-term objectives⁴	3-year	5-year

Diluted EPS growth of 7%+	8%	13%

Return on equity of 16%+⁵	15.0%	16.0%

Strong capital ratio (CET1)⁶	13.8%	13.5%

Total shareholder return^7,8	3-year	5-year

RBC	22%	22%

Global peer average (excl. RBC)	26%	25%

1 Net income available to common shareholders, expressed as a percentage of average common equity. ROE is based on actual balances of average common equity before rounding.

2 As at October 31, 2025. Source: Bloomberg.

3 This is a non-GAAP measure and represents net income – adjusted used for the purposes of determining the 2024 short-term incentive (STI) program awards for CEO and Group Executive and may differ from the 2024 annual report. The net income target excluded HSBC Canada net income, HSBC Canada transaction and integration costs, and the impact of management of closing capital volatility related to the HSBC Canada transaction from the planning process. The overall impact of these adjustments was a higher adjusted net income of $16,640 million for STI purposes. For further details, including a reconciliation, refer to page 98.

4 A medium-term (3–5 year) objective is considered to be achieved when the performance goal is met in either a three- or five-year period. These objectives assume a normal business environment and our ability to achieve them in a period may be adversely affected by the macroeconomic backdrop and the cyclical nature of the credit cycle.

5 For fiscal 2026, we have revised our ROE financial objective to 17%+ to reflect improving revenue productivity and cost efficiencies driven by the execution of our strategic initiatives.

6 A risk-based capital measure calculated as CET1 capital divided by risk-weighted assets. The CET1 ratio is calculated in accordance with Office of the Superintendent of Financial Institutions’ (OSFI) Capital Adequacy Requirements (CAR) guideline.

7 Annualized total shareholder return (TSR) is calculated based on the Toronto Stock Exchange (TSX) common share price appreciation plus reinvested dividend income. Source: Bloomberg, as at October 31, 2025. Please refer to page 26 of our 2025 annual report.

8 Beginning in fiscal 2026, the achievement of top-half TSR will no longer be a medium-term objective. TSR performance relative to peers will continue to be a part of our overall evaluation of shareholder outcomes and in our compensation programs. However, we believe the achievement of our financial performance objectives is a better indication of our execution against strategic priorities.

Royal Bank of Canada

Executive compensation

In 2025, RBC advanced its position as one of the world’s most trusted and successful financial institutions. The following highlights reflect some of RBC’s achievements in 2025:

✓

Personal Banking ranked #1 in market share for all key retail products.¹

✓

Commercial Banking ranked #1 in market share in commercial lending and deposits.²

✓

Capital Markets ranked the #1 Canadian bank-owned capital markets firm by revenue.³

✓

RBC Wealth Management^® ranked as the largest full-service wealth advisory business in Canada,⁴ the 6^th largest full-service wealth advisory firm in the U.S.⁵ and the 5^th largest wealth manager in the U.K.⁶ as measured by assets under administration (AUA).⁷

✓

RBC Global Asset Management^® ranked as the largest mutual fund company in Canada as measured by assets under management (AUM) (SIMA, as of September 2025).

✓

RBC Insurance ranked as the largest Canadian bank-owned life insurance company.⁸

✓

Winner of 10 Ipsos 2025 Financial Service Excellence Awards among the Big Five banks, including four solo wins in the categories: Recommend to Friends or Family (Net Promoter Score), Financial Planning & Advice, ATM Banking Excellence and Online Banking Excellence.

✓

RBC ranked highest in customer satisfaction for the 2^nd consecutive year in the J.D. Power 2025 Canada Retail Banking Satisfaction Study.

✓

Avion Rewards^®, named International Loyalty Program of the Year (Americas) for the 3^rd consecutive year (2025 International Loyalty Awards), with a long-term strategic loyalty partnership between Avion Rewards and Canadian Tire Corporation’s Triangle Rewards^‡.

✓

Recognized as the Most Valuable Canadian Brand for the 7^th consecutive year (Kantar BrandZ, since 2019).

✓

RBC Insurance was recognized for the Best Digital Insurance Initiative, Best Digital Transformation Program, and Outstanding Customer Relations & Brand Engagement Initiative (The Digital Banker Global Insurance Innovation Awards 2025).

✓

RBC Dominion Securities^® ranked highest among Canadian bank-owned investment brokerage firms for the 19^th consecutive year (Investment Executive Brokerage Report Card 2025).

✓

RBC Global Asset Management was named TopGun Investment Team of the Year for the 10^th time (Brendan Wood International, since 2013).

✓

RBC Capital Markets^® was recognized as a Top 10 Investment Bank globally (Euromoney MarketMap 2025), and Best Investment Bank in Canada and Best Research Bank in North America (Euromoney Award for Excellence 2025).

✓

RBC Clear – the U.S. Transaction Banking platform – was named Best Digital Initiative at the 2025 Banking Tech Awards USA and winner of the 2025 Model Celent Award for Reinventing Cash Management.

✓

Ranked #1 in Canada and #3 globally out of 50 global financial institutions for AI maturity in the 2025 Evident AI Index for the 4^th consecutive year.

✓

RBC Wealth Management was named Best Private Bank in Canada (The Banker Global Private Banking Awards 2025) and Outstanding Private Bank – North America and Global (Private Banker International Global Wealth Awards 2025).

✓

RBC was recognized as the best overall bank for cash management in Canada for the 4^th consecutive year and the leading trade finance provider in Canada for the 13^th consecutive year (Global Finance Magazine, 2025).

✓

RBC was recognized as one of Canada’s Top 100 Employers and Top Employers for Young People (MediaCorp Canada Inc.). It received the highest ranking among the Big Five banks on Forbes’ Canada Best Employers 2025 list, and was among Canada’s Best Workplaces for Giving Back and Best Workplaces in Financial Services & Insurance (Great Place to Work Institute).

✓

Supported 190+ community investment partners that are advancing climate mitigation and/or nature-based solutions with $27+ million in community investments through RBC, RBC Foundation and RBC Foundation USA in 2025. This included $10 million towards RBC Tech for Nature^®, fulfilling RBC and RBC Foundation’s $100 million commitment made in 2019.

✓

Through RBC Future Launch^®, RBC and RBC Foundation provided $54+ million in 2025, fulfilling the program’s $500-million commitment by 2025. Since its inception in 2017, this initiative has reached 9.2+ million Canadian youth in communities we operate in through 960+ partner programs, helping set them up with the skills needed for a thriving future.

For more highlights on how RBC created differentiated value for its clients, employees, communities, and shareholders, please refer to the 2025 annual report.

Market share is calculated using the most current data available from OSFI (M4), the Securities and Investment Management Association (SIMA) and the Canadian Bankers Association (CBA), and is as at August 2025 and June 2025. This is based on the following key product categories: Personal Lending (including residential mortgages), Personal Core Deposits and Guaranteed Investment Certificates (GICs), Credit Cards and Long-term Mutual Funds.

2	Market share is calculated based on deposit balances excluding term deposits from OSFI (M4) and lending balances from CBA, and is as at August 2025 and March 2025, respectively.

3	Based on externally disclosed capital markets revenue for Canadian peers (Bank of Montreal, the Bank of Nova Scotia, Canadian Imperial Bank of Commerce, the Toronto-Dominion Bank and National Bank of Canada) for the last 12 months as of July 31, 2025.

4	Industry information sourced from Investor Economics, as of June 2025.

5	Based on publicly available information for full-service wealth advisory firms (excluding independent broker-dealers) in the U.S. as of September 2025.

6	Based on publicly available information for wealth management firms (excluding platform businesses) in the U.K. as of June 2025.

7	Refer to the 2025 RBC annual report Glossary for definition on page 133.

8	Based on the most current total nine-month revenue for life insurance companies, as available from OSFI.

Royal Bank of Canada

Executive compensation

CEO 2025 performance and compensation

Mr. McKay exceeded his objectives in 2025 and, as a result, the board awarded Mr. McKay total direct compensation of $22,090,000, which is 8% higher than 2024, excluding the prior year one-time special performance-based equity award.¹ This reflects the bank’s outstanding financial performance, generating earnings of $20.4 billion, a return on equity of 16.3%, and a 22% share price increase year-over-year. Mr. McKay’s strong leadership delivered exceptional financial results across our businesses in the context of major shifts in global trade, geopolitics and technology, and created long-term value for RBC clients, employees, the communities it serves, and shareholders. A detailed description of our performance evaluation for Mr. McKay begins on page 79.

In considering CEO compensation outcomes for the year, we assessed Mr. McKay’s performance against financial, client, risk and strategic objectives that were approved by the board at the beginning of the year, and progress against RBC’s mid- and long-term objectives in 2025. The board approved total direct compensation of $22,090,000, which is 30% above his 2025 target of $17,000,000.

Specifically, Mr. McKay’s total direct compensation included a base salary of $2,000,000, which was unchanged from 2024. He also received a short-term incentive (STI) payout of $7,440,000, which was 86% higher than his STI target of $4,000,000, reflecting 2025 net income of $20.4 billion, which was $1.8 billion or 10% higher than the STI Program 2025 target of $18.6 billion. Net income performance was driven by strong year-over-year growth across all business segments. It also reflects RBC’s significant progress in bringing together its strong U.S. franchises, as well as growth from the integration of HSBC Canada, as the bank exceeded its initial target of $740 million in annualized cost synergies and is well on its way to achieving the $300 million annual revenue synergies target by 2027. Finally, Mr. McKay was awarded mid- and long-term incentives totaling $12,650,000, which were granted in the form of performance-deferred share units (80%) and stock options (20%). These mid- and long-term awards were 15% above target and up 7% from last year, reflecting Mr. McKay’s continued leadership in steering RBC through a turbulent environment while making strategic investments that strengthen the bank’s ability to support its clients and generate revenue for shareholders over the long term.

As part of our review of total compensation decisions, we also recognized Mr. McKay’s commitment to advancing RBC’s inclusive, learning-focused culture and ensuring employees feel supported,

trusted, and enabled. His leadership enables RBC to navigate change and pursue its bold ambitions, building and reinforcing a strong foundation to continue delivering long-term shareholder value.

Having your say

Shareholder input on compensation is a key aspect of our engagement process, and we invite you to have your say on our approach to executive compensation at each annual meeting. While this vote is advisory and non-binding, the board will consider the results in future compensation planning.

We were pleased that, in 2025, 93.8% of shareholder votes were in favour of RBC’s approach to compensation. If you have any comments or questions about our approach to executive compensation, please contact us using the information on the back of this circular.

We look forward to your participation at the upcoming annual meeting of common shareholders.

Sincerely,

LOGO

Thierry Vandal

Chair of the Human Resources Committee

LOGO

Jacynthe Côté

Chair of the Board

In December 2024, Mr. McKay was awarded a special performance-based equity award of $4,000,000 consisting entirely of performance share units linked to established strategic cost and earnings objectives, related to the integration of HSBC Canada, expected to be realized over three years. This special performance-based equity award will cliff vest after three years in December 2027 and is at risk and subject to adjustment considering progress against the aforementioned integration objectives.

Royal Bank of Canada

Executive compensation

Compensation discussion and analysis

This section describes our approach to compensation and the policies, practices, programs and awards for our named executive officers (NEOs).

Our 2025 NEOs are:


David McKay		President and Chief Executive Officer (CEO)

Katherine Gibson		Chief Financial Officer (CFO)

Derek Neldner		CEO and Group Head, RBC Capital Markets

Maria Douvas		Chief Legal and Administrative Officer (CLAO)

Neil McLaughlin		Group Head, RBC Wealth Management

Douglas Guzman		Former Deputy Chair, Royal Bank of Canada¹

Compensation philosophy and principles

Guided by our Vision of being among the world’s most trusted and successful financial institutions and our Purpose of helping clients thrive and communities prosper, our approach to compensation, including executive compensation, is based on the following principles:


		Compensation aligns with long-term shareholder interests • Awards vary based on the absolute and relative performance of RBC. • Mid- and long-term incentives vest and pay out over time, encouraging a longer-term view of increasing shareholder value.

		Compensation aligns with sound risk management principles • Our risk culture is reflected in our approach to compensation. Our compensation practices appropriately balance risk and reward and align with shareholder interests. • Performance of individuals, business segments and RBC overall is assessed based on a number of measures, including adherence to risk management policies and guidelines.

		Compensation rewards performance • Our pay-for-performance approach rewards employees for their contributions to individual, business segment and enterprise results relative to objectives that support our business strategies for sustainable growth over short-, medium- and long-term horizons, which are aligned with our risk appetite.


		Compensation enables us to attract, engage and retain talent • Talented and engaged employees are essential to creating value for our clients and to building a sustainable future for RBC. We offer compensation that is competitive within the markets where we operate and compete for talent. • Compensation programs reward employees for high performance and their potential for future contributions.

		Compensation rewards behaviours that align with our values and drive exceptional client experiences • RBC’s Values, embedded in our Code of Conduct (available at rbc.com/governance), form the foundation of our culture and underpin our ongoing commitment to putting our clients’ needs first and delivering value for all of our stakeholders. • We assess behaviours and compliance with policies and procedures in determining our performance-based compensation.

1	Effective October 3, 2025, Mr. Guzman departed the bank.

Royal Bank of Canada

Executive compensation

Talent management and succession planning

We take an integrated approach to talent management and succession planning using a comprehensive framework aligned to our business strategies and key leadership capabilities, which outlines our expectations of leadership in today’s competitive landscape. We focus on identifying, assessing, and developing executives and high-potential talent to build a strong pipeline of future-ready leaders to drive performance. The CEO and RBC’s Group Executive are stewards of the enterprise talent agenda, with specific performance objectives relating to talent management and succession planning, and are held accountable through their annual assessment.

We believe leaders learn best from meaningful and varied on-the-job experiences, and our talent processes focus on business performance and individual development. We focus on advancing and developing a strong pipeline of leadership talent, differentiating development for high-potential talent to prepare them for broader and more complex roles, and building important leadership capabilities.

Our philosophy on development and promotion from within strengthens our culture, supports talent retention, builds versatility and provides optionality for succession. We complement this practice with external hiring to bring in important skills and capabilities, close succession gaps and foster diverse thinking. In addition, we have formal leadership development programs for high-potential talent.

Enterprise talent strategies are integrated into business and function strategies. The human resources committee plays a key role in supporting the board in its oversight of talent management, leadership development and succession planning. Each year, the human resources committee reviews the annual succession report, which provides an overview and evaluation of talent and succession, including the depth of succession pools for senior leadership roles across RBC. The human resources committee also receives regular updates on executive staffing and progress on talent goals and annually reviews our leadership strategy, which outlines the strategic leadership priorities and progress made over the past year.

Over the course of the year, the board reviews and discusses succession plans for the CEO, Group Executive and heads of independent control functions who are not Group Executive, including specific plans to address any gaps. As part of this process, the CEO discusses with the board key capabilities and experiences for succession candidates, possible succession scenarios over various time horizons and future development plans, and the board also meets with top succession candidates.

Royal Bank of Canada

Executive compensation

Key compensation programs and practices

We regularly review our compensation programs to ensure they are consistent with best practices and regulatory guidance.



Pay-for-performance			Page

Compensation rewards performance	✓	We assess the performance of the CEO and Group Executive relative to objectives that support our business strategies for sustainable growth over short-, medium- and long-term horizons, which are aligned with our risk appetite.	66

Significant portion of pay is at risk and based on performance	✓	For the CEO and Group Executive, 78% to 90% of their target total direct compensation¹ is at risk, which creates a strong pay-for-performance relationship.	67

Deferral arrangements	✓	A significant portion of variable compensation (at least 70% for the CEO, at least 65% for Group Executive and at least 40% for other material risk takers (MRTs)) is deferred, with a vesting period of at least three or four years, consistent with our compensation principles and relevant regulatory guidelines.	63

Mid- and long-term incentive awards subject to performance at time of grant and vesting	✓	Consistent with best practices, we determine grants of mid- and long-term incentives based on performance relative to our medium-term objectives (diluted earnings per share growth, return on equity (ROE) and capital ratio). These equity grants may be further adjusted based on progress against the strategic priorities of the RBC Climate Blueprint (refer to page 70 for more information).	68–69
	✓	Awards granted under the performance deferred share unit (PDSU) Program since December 2025 are subject to a relative total shareholder return (TSR) performance modifier at the end of the three-year performance period, with the possibility of a zero payout at the board’s discretion.² Please refer to page 68 for additional details related to our mid- and long-term incentive programs.

Scenario analysis of compensation programs	✓	Every year, we back-test the compensation of the CEO and Group Executive to assess the alignment of pay and performance. When there are changes to compensation programs, including those in which the CEO and Group Executive participate, we also perform scenario analyses to assess how they might pay out under various RBC performance scenarios.	67

Human resources committee discretion	✓	The human resources committee may exercise informed judgment when recommending final compensation awards to the board to ensure outcomes appropriately reflect risk and any unexpected circumstances that may arise during the year.	71

Compensation governance and risk management

Governance oversight	✓	The human resources committee assists the board in carrying out its compensation oversight responsibilities, including the compensation of the CEO and Group Executive.	59–60

Say-on-pay vote	✓	We offer shareholders a non-binding advisory vote on our approach to executive compensation. In 2025, 93.8% of shareholder votes were in favour of our approach to compensation.	7

External independent advice	✓	The human resources committee engages an independent compensation advisor to provide an external perspective of market best practices related to compensation design and governance trends and objective advice on the compensation for the CEO and Group Executive in the context of RBC’s performance and the market.	60

Alignment with FSB Principles and Implementation Standards	✓	Our approach to compensation risk management is consistent with the Financial Stability Board’s (FSB) Principles and Implementation Standards.	63

Forfeiture and clawback provisions	✓	Forfeiture and clawback provisions address situations where employees engage in misconduct or conduct business activities inappropriately, or outside the approved risk limits and tolerances, or situations involving a material error or misstatement of financial results.	62

Anti-hedging policy	✓	To maintain appropriate alignment between individual employees and shareholder interests, we prohibit employees from hedging the value of their equity-based compensation.	62

Performance cycles align with risk time horizon	✓	To align executive compensation with the risk time horizon and to motivate executives to create long-term value, executives are required to defer a significant portion of their variable compensation to meet minimum share ownership guidelines.	63

1	Target compensation levels are not established for the CEO and Group Head, RBC Capital Markets, as individual incentive awards are discretionary.

2	For awards granted under the PDSU Program prior to December 2025, a zero payout will result if (i) the three-year TSR is 9^th or 10^th of the global performance peer group, and (ii) the three-year average ROE is below the performance threshold.

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Executive compensation



Compensation governance and risk management (continued)			Page

Post-retirement equity ownership	✓	The CEO and Group Executive must maintain a minimum level of equity ownership that extends into retirement for 24 and 12 months, respectively, ensuring their interests continue to align with shareholders’ interests.	73

Incentive plan caps	✓	The annual variable short-term incentive (STI) Program is capped at 2 times target and the PDSU Program at 1.25 times target.	68

Talent management and succession planning	✓	The human resources committee and the board oversee a comprehensive approach to talent management and succession planning to drive short-, medium-, and long-term performance.	56

Double trigger change of control	✓	Equity awards vest on an accelerated basis only in situations where there is a “double trigger”.	94

Competitive compensation program

Peer group criteria and application	✓	We use a core comparator group of Canadian financial institutions to establish competitive target compensation levels. We also use a reference comparator group of financial institutions outside Canada to provide additional context in setting the target pay of the CEO. The bank adjusts payouts of mid-term incentive awards based on our three-year TSR performance relative to our global performance peer group.¹	65, 69

Opportunity to receive annual bonuses in deferred share units	✓	To enhance alignment with shareholder interests, executives may elect to receive all or a portion of their annual STI award in deferred share units, redeemable only upon retirement, resignation or termination of employment.	73

RBC’s global performance peer group has been updated for 2025, as described on page 69.

Royal Bank of Canada

Executive compensation

Compensation governance

Our board is responsible for overseeing RBC’s compensation principles, policies, programs and decisions. The human resources committee, which is comprised of independent directors, supports the board in fulfilling these responsibilities and is advised by an external independent compensation advisor.

The following chart illustrates our compensation governance structure:

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1	The CRMOC is a senior management committee; members include the CHRO, CRO, CFO, and Senior Vice-President, Total Rewards and Employee Relations.

Human resources committee

The board recognizes the importance of appointing knowledgeable and experienced individuals who have the necessary background in executive compensation, compensation risk management and talent management to fulfil the human resources committee’s obligations to the board and shareholders. All members of the human resources committee have significant experience in these areas through experience as senior management of complex organizations and through their prior and current membership on the human resources or risk committees of the RBC board and compensation and risk committees of the boards of other large and complex organizations. The human resources committee assists the board in carrying out compensation oversight responsibilities by:

•

reviewing compensation policies and major compensation programs

•

engaging with the CRO regarding the major compensation programs, program design and payouts, and alignment with sound risk management principles and practices

Royal Bank of Canada

Executive compensation

•

overseeing compensation risk management by reviewing and recommending for board approval the compensation of the CEO, Group Executive and other MRTs

•

reviewing and recommending for board approval the pension plan funding and design changes for the bank and participating subsidiaries, and

•

ensuring compliance with relevant legal and regulatory requirements.

In addition, the human resources committee oversees key talent management and human resources strategies and practices, including employee engagement, employee inclusion, and health and wellness.

All members of the human resources committee serve on other committees of the board. In fiscal 2025, Mr. Vandal served as chair of the human resources committee and as a member of the risk committee. Mr. Daruvala, Mr. Perry, and Mr. Vettese served on the audit committee, and Ms. Norton and Mr. Yabuki served on the risk committee. This cross-membership of committees supports the effective oversight of compensation and its alignment with sound risk management principles and practices.

In 2025, the human resources committee held a joint meeting with the risk committee to provide oversight of and consider the relationship between risk and compensation as well as alignment of variable compensation with potential and realized risks.

Independent advice

The human resources committee has benefited from the advice of an external independent compensation advisor with deep expertise in the area of executive compensation for many years. The human resources committee has retained Frederic W. Cook & Co., Inc. (FW Cook) for this purpose since 2015. FW Cook has no ties to members of the human resources committee or management that could jeopardize its independence, and it maintains policies and procedures designed to prevent conflicts of interest. The advisor’s role includes:

•

advising on executive compensation and governance trends in Canada, the U.S. and internationally

•

reviewing the design of major compensation programs to ensure they remain market-competitive and aligned with shareholder interests and sound risk management principles

•

advising on the appropriate level of target compensation for the CEO and Group Executive

•

advising on CEO and Group Executive compensation based on individual, business segment and RBC’s overall performance

•

conducting CEO pay-for-performance analyses relative to the core and reference comparator groups, and

•

reviewing compensation-related materials prepared by management in advance of the human resources committee meetings and highlighting potential issues to the human resources committee chair.

The human resources committee chair meets with the advisor before committee meetings, during which compensation is discussed to obtain the advisor’s independent views and advice on management’s recommendations. The human resources committee also meets with the advisor without management present at every committee meeting where compensation is reviewed.

In its assessment of FW Cook’s independence, the human resources committee considered all factors relevant to providing independent advice to the human resources committee, and reviewed other services performed for RBC by FW Cook and the proposed fees for those services. The human resources committee was satisfied that, based on this review and given the nature and value of the other services provided, the provision of other services to RBC by FW Cook did not impact its ability to act as an independent resource for the human resources committee.

The total fees paid by RBC to FW Cook for its services in 2025 represented less than 0.5% of FW Cook’s global revenue.

As described on page 23, during 2025 Hugessen Consulting (Hugessen) was retained by the governance committee to review and provide advice on RBC’s director compensation, including design, competitiveness, peer group composition, market positioning and industry best practices.

The table below shows the fees paid to FW Cook and Hugessen:


Year	Compensation advisor	Executive compensation- related fees	All other fees
2025	FW Cook	$238,047^1,3	$129,313^2,3
2025	Hugessen	$65,925	$24,824⁴
2024	FW Cook	$226,265^1,3	$159,015^2,3

1	As independent advisor to the human resources committee.

2	In each of the last two years, the board of directors of City National Bank engaged FW Cook to conduct a compensation risk assessment of City National Bank’s incentive programs. These amounts represent fees paid to FW Cook for this work.

3	Fees have been converted to Canadian dollars using the average annual foreign exchange rate of US$1.00 = C$1.4045 for fiscal 2025 and US$1.00 = C$1.3587 for fiscal 2024.

In 2025, the board of directors of RBC Europe Limited and RBC Group Holdings LLC engaged Hugessen to conduct an independent review of the competitiveness of compensation paid to non-executive directors serving on the board of directors of RBC Europe Limited and RBC Group Holdings LLC. This amount represents fees paid to Hugessen for this work.

Royal Bank of Canada

Executive compensation

Compensation risk management

Our compensation risk management policies and practices, as summarized below, are aimed at ensuring compensation aligns with the short-, medium- and long-term interests of our shareholders as well as regulatory guidance.

Adherence to RBC policies and processes, including the Code of Conduct, is taken into account in determining performance-based compensation. The board and management also consider potential risks associated with compensation arrangements, as well as risk accountabilities and ethical behaviour, as part of performance evaluations and compensation decisions.

Together with the CHRO, the CRO and CFO play key roles in managing compensation risk at RBC, including several of the practices described in this section. The CFO provides oversight regarding performance, metrics and target setting, as well as overall financial soundness of compensation program spending, and is a member of the CRMOC described on page 59.

The CRO is also a member of the CRMOC and meets with the human resources committee periodically to report on key risk issues that the human resources committee should consider in determining variable compensation. The CRO’s role in managing compensation risk is further described below. Annually, the human resources and risk committees hold a joint session to provide oversight of and consider the relationship between risk and compensation as well as alignment of variable compensation with potential and realized risks.

As set out in the Code of Conduct and in the Enterprise Culture and Conduct Risks Framework, all employees have an important role in promoting a risk-aware culture built on our values. We have embedded these values across all of our talent practices. The governance committee oversees the bank’s management of culture and conduct, including breaches of the Code of Conduct, and meets with the CHRO, CRO, CLAO and Chief Compliance Officer to review progress on programs that strengthen enterprise culture and conduct practices.

RBC’s compensation policies and practices meet applicable regulatory requirements regionally and globally across our various business segments.



Compensation Risk Management Policy

Purpose		• To set out the compensation risk management practices for RBC. This policy is guided by the FSB Principles and Implementation Standards, which have been adopted by our principal regulators, and other applicable regulatory guidance and leading best practices.

Key features (applies to all employees)		The policy outlines: • the proportion of variable compensation that will be paid under deferral arrangements for executives and employees whose professional activities may have a material impact on the risk profile of RBC • that deferred compensation should be awarded in equity or equity-linked instruments to executives and MRTs, and • that compensation awarded to employees responsible for financial, compliance and risk control activities will be determined independently from the performance of the businesses they oversee, to ensure their independence.

Alignment of compensation with risk and performance outcomes

Purpose		• To enable the board to make adjustments for risk and performance to entire compensation programs, business segments within a compensation program and compensation of groups of, or individual, MRTs.

Key features (applies to all major compensation programs and MRTs)		• To assist the human resources committee in determining whether compensation awards require a risk or performance adjustment, the CRMOC reviews the compensation program pool calculations to identify significant items that impact the results for the period. This process includes reviewing key financial measures, including net income and ROE, taking into account the cost and quantity of capital. • The CRO monitors a number of risk factors to ensure compensation decisions consider risks undertaken. The review considers risk factors that may not have been reflected in current financial performance, but could be sufficiently significant to justify adjustments to variable compensation for groups or individuals. Where warranted, the CRO will recommend adjustments for risk to the CRMOC and the human resources committee. The CRO’s assessment of these risk factors¹ includes the risk profile for RBC and the individual business and functional segments compared to their risk appetite, strength of the control environment and proactive identification and management of outstanding issues and promoting a strong risk culture. • Mid- and long-term incentives granted to MRTs, including the CEO and Group Executive, can be adjusted downward at vesting and payout if (i) there has been a material downturn in financial performance or a material failure in managing risk, or (ii) actual risk and performance outcomes are materially different from the assessments made at the time of grant. Such adjustments for the CEO and Group Executive are at the discretion of the human resources committee and subject to the board’s approval.

1	Refer to the Enterprise risk management section on pages 65 to 69 of the 2025 annual report for a list of the major risk types identified and the structures and processes to manage them.

Royal Bank of Canada

Executive compensation



Enhanced compensation risk practices for material risk takers

Purpose		• To identify MRTs and monitor their conduct regarding risk accountabilities and ethical behaviours with possible compensation implications for risk events. This process includes monitoring for breaches of the Code of Conduct, risk and compliance policies.

Key features		• Material breaches of the Code of Conduct, and risk and compliance policies are reviewed by a cross-functional committee, and final recommendations on consequences are reviewed by the CHRO and CRO. • Compensation arrangements for MRTs, including the CEO and Group Executive, are subject to risk reviews and performance reporting that are considered in year-end risk performance assessment and compensation results. • These practices support risk management accountabilities to be appropriately reflected in compensation awards. They are designed to ensure that variable compensation outcomes properly reflect RBC risk management policies, take into account risk events and conduct, and do not drive risk-taking in excess of the bank’s risk appetite.

Forfeiture and Clawback Policy

Purpose		• Addressing situations where employees engage in misconduct or conduct business activities inappropriately or outside the approved risk limits and tolerances, or situations involving a material error or misstatement of financial results.

Key features (applies to MRTs and other employees who receive share-based compensation)		• Enables RBC to recoup incentive awards that have been paid or have vested and to cancel unvested mid- and long-term incentive awards to executives, such as the CEO, Group Executive and other MRTs, for situations involving misconduct, including non-compliance with applicable laws and regulations, accounting fraud or failure to follow internal policies and procedures. • If RBC terminates an employee for cause, the employee, subject to applicable laws, forfeits all previously awarded unvested mid- and long-term incentive awards.

Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation for Executive Officers

Purpose		• To provide for the recovery of excess incentive compensation from the CEO, Group Executive and the Senior Vice-President, Enterprise Controller in the event of a restatement of our financial results.

Key features (applies to CEO, Group Executive and the Senior Vice-President, Enterprise Controller)		• A financial restatement trigger requires RBC to recoup erroneously awarded incentive-based compensation for the CEO, Group Executive and the Senior Vice-President, Enterprise Controller, where that compensation exceeds the amount that would have been received had it been determined based on the restated amounts. This Policy applies to incentive-based compensation received on or after October 2, 2023.

Restrictions on trading and hedging RBC securities

Purpose		• To maintain the alignment of employee and shareholder interests.

Key features (applies to all employees)		RBC employees and contract workers are prohibited from hedging the value of their equity-based compensation by: • selling RBC securities directly or indirectly if they do not own or have not fully paid for them (a short sale) • directly or indirectly buying or selling a call or put option on RBC securities, subject to certain limited exceptions for employees of RBC subsidiaries, or • entering into equity monetization transactions that would have an effect equivalent to creating call or put rights in respect of RBC securities or other financial instruments designed to hedge or offset a decrease in the market value of RBC securities.

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Executive compensation

Alignment with the FSB Principles and Implementation Standards

Our approach to compensation is consistent with the FSB Principles and Implementation Standards, our principal regulators’ expectations and industry best practices for assessing conduct.



FSB Principles	Compensation practices at RBC

The board oversees the compensation system’s design and operation	✓	The board is ultimately responsible for overseeing and making decisions on the compensation principles, policies and programs, including the management of compensation risk.

The board monitors and reviews the compensation system to ensure it operates as intended	✓ ✓	The board, with the support of the human resources committee, monitors and reviews the bank’s compensation policies and major compensation programs to confirm alignment with RBC risk management principles and practices. This includes reviewing and approving compensation policies and the design of major compensation programs, payouts and adjustments for risk at the program and individual levels. The human resources committee meets with the CRO bi-annually to review our risk profile relative to our risk appetite to ensure we are appropriately reflecting significant risks in our compensation outcomes.

Independence of the employees responsible for key financial and risk control activities	✓	Compensation for employees responsible for key financial and risk control activities (risk, audit, compliance and finance) is determined independently from the performance of the business segments they oversee.

Compensation is adjusted for current and potential risks	✓ ✓	The human resources committee considers potential adjustments to compensation payouts, guided by the CRO’s review of a number of risk factors as described on page 61. At the individual level, performance-based compensation of MRTs may be reduced, if warranted, following a review of their adherence to risk management, compliance policies, including the Code of Conduct, and performance against risk goals and measures.

Compensation outcomes are commensurate with risk outcomes	✓	Our pay-for-performance principle ensures incentives are in line with performance and risk outcomes. – Performance-based incentive pools are based on RBC net income after tax (NIAT), business segment NIAT, or a combination of both. – Final payouts for PDSUs are subject to a performance modifier, which has the potential to increase or decrease awards by up to 25%, with awards granted under the PDSU program since December 2025 subject to the possibility of a zero payout at the board’s discretion.¹ For more information, please see page 68. – Awards may be adjusted downward at vesting and payout if there has been a material downturn in financial performance or a material failure in managing risk, or actual risk and performance outcomes are materially different from the assessments made at the time of the grant. – The Forfeiture and Clawback Policy as described on page 62 covers the CEO and Group Executive and all other employees who receive equity-based compensation. The Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation for Executive Officers as described on page 62 covers the CEO, Group Executive and the Senior Vice-President, Enterprise Controller.

Compensation payout is sensitive to the time horizon of risks	✓ ✓	To align compensation with the risk time horizon and motivate executives to create longer-term value, a significant portion of their variable compensation must be deferred (at least 70% for the CEO, at least 65% for Group Executive and at least 40% for MRTs), with a vesting period of at least three or four years. Executives are required to maintain a minimum level of share ownership. Share ownership requirements extend into retirement for the CEO and Group Executive as described on page 73.

The mix of cash, equity and other forms of compensation is consistent with the risk time horizon	✓	The deferral of a significant portion of pay at risk is required to align compensation with the risk time horizon and to motivate executives to create long-term value. The mix of compensation varies by executive level, reflecting the opportunity executives have to influence the performance of RBC.

1	For awards granted under the PDSU Program prior to December 2025, a zero payout will result if (i) the three-year TSR is 9^th or 10^th of the global performance peer group, and (ii) the three-year average ROE is below the performance threshold.

Royal Bank of Canada

Executive compensation

Compensation framework

RBC’s variable compensation programs, including the design, are regularly reviewed by multiple management committees and overseen by the human resources committee of the board to ensure compensation is consistent with enterprise and business segment strategy, market competitiveness and regulatory environment. The majority of employees at RBC are compensated through a combination of base salary and variable compensation awards, which generally fall into one or more of the following forms: short-term incentives, discretionary, commission and equity. In evaluating appropriateness of incentive plans, RBC may consider several factors including but not limited to objectives related to business performance, risk and culture.

Independent review of compensation programs and practices

RBC Internal Audit annually conducts an independent review of compensation policies, programs and practices for alignment with the FSB Principles and Implementation Standards as well as other relevant regulatory guidance. The opinion of the fiscal 2024 review was presented to the human resources committee in August 2025, which included a satisfactory rating on the design and operating effectiveness of key controls supporting RBC’s compensation risk management processes. City National Bank was excluded from this review.

Compensation decision-making

Compensation decisions are guided by our compensation philosophy and principles, as described on page 55. The following illustration provides an overview of our annual process for determining and back-testing compensation for the CEO and Group Executive:

LOGO

1. Establishing target compensation levels

To ensure our compensation programs remain market-competitive, we annually review the program design and pay levels of other financial institutions that are our primary competitors for talent. The human resources committee’s external independent compensation advisor, FW Cook, analyzes market information and assists the human resources committee in determining the appropriate benchmark compensation comparator groups for the CEO and Group Executive. We also obtain market information from public disclosures and numerous other external consulting firms, including McLagan¹ and Willis Towers Watson.

Compensation comparator groups

The human resources committee reviews and approves a core comparator group for compensation comparison purposes as well as a reference comparator group shown on page 65 to provide additional context in establishing the CEO’s target pay. As part of its review of the comparator groups, the human resources committee considers our business profile (size, business mix, and scale of operations outside Canada), our international growth strategy and the associated talent requirements.

1	McLagan is a part of Aon Hewitt, a business unit of Aon plc.

Royal Bank of Canada

Executive compensation

Core comparator group

The board uses a core comparator group of Canadian financial institutions to benchmark target compensation for the CEO and Group Executive. The core comparator group has remained unchanged since fiscal 2012. The following table summarizes the selection criteria for the core comparator group and the resulting list of companies:

LOGO

Selection criteria

Head office location

• Canada

Line of business

• Diversified banks and other financial institutions

Key company characteristics

• Primary competitors for talent

• Meet criteria for at least one of the following measures (generally half to two times RBC): revenue, assets, net income or market capitalization

Core comparator group

Canadian financial institutions

• The Toronto-Dominion Bank

• The Bank of Nova Scotia

• Bank of Montreal

• Canadian Imperial Bank of Commerce

• Manulife Financial Corporation

• Sun Life Financial Inc.

Reference comparator group for CEO pay

The board uses the reference comparator group to provide additional context in setting the target pay of the CEO. The reference comparator group was last updated in fiscal 2020. The following table summarizes the selection criteria for the reference comparator group and the resulting list of companies:

LOGO

Selection criteria

Head office location

• Outside Canada

Line of business

• Diversified banks and other financial institutions

Key company characteristics

Relevant with respect to:

• Size

• Business mix

• Scale of operations outside home country

• Financial condition

Reference comparator group

U.S. banks

• JPMorgan Chase & Co.

• Wells Fargo & Company

• Morgan Stanley

• U.S. Bancorp

• PNC Financial Services Group, Inc.

Others

• Barclays PLC

• Westpac Banking Corporation

The following table summarizes how we rank on size-based selection criteria¹ relative to each group:

LOGO

1	Information is from public filings for the most recently reported four quarters, available as of December 31, 2025; market capitalization is as of October 31, 2025.

2	Employees (full-time equivalent) (FTE).

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Executive compensation

CEO and Group Executive target setting

Each year, based on an in-depth review of target compensation for the CEO and Group Executive, the human resources committee recommends and the board approves compensation targets for the next fiscal year. The human resources committee considers the scope of respective roles, progress in demonstrating key leadership capabilities, competitiveness of compensation relative to the core comparator group, as well as advice from its external independent compensation advisor, FW Cook.

As we are the largest of the core comparator companies based on market capitalization and total assets, the human resources committee also uses the reference comparator group to provide additional context in establishing the CEO’s target pay.

2. Setting target compensation mix and pay at risk

Total direct compensation is comprised of base salary and performance-based incentive awards. The mix of compensation awards varies by role and executive level, reflecting the opportunity executives have to influence RBC’s performance. In determining the mix, we also consider market practices and our compensation principles, including how the elements of executive compensation align with longer-term shareholder value creation and applicable regulatory requirements. When an executive is new in their role, we generally take a multi-year approach to transitioning target compensation to the appropriate positioning relative to market comparators. A significant portion of the compensation executives receive is at risk, and a substantial percentage of pay at risk is deferred in the form of equity-based incentive awards to align compensation with shareholder interests.

3. Establishing corporate, business segment and individual performance objectives

Early in the fiscal year, the human resources committee recommends, and the board approves, a combination of financial and non-financial performance objectives, as well as specific strategic initiatives. Financial objectives are based on net income after tax relative to targets set for the STI Program using a pre-established payout grid. Non-financial objectives include client, risk and strategic objectives for the CEO, which support the achievement of short-, medium- and long-term performance and reflect the view that a multi-faceted approach to performance is in line with the interests of clients, employees, shareholders and other stakeholders.

The CEO establishes financial and non-financial objectives for each Group Executive, which include client, risk and strategic objectives, and reflect each executive’s role and accountabilities.

4. Evaluating performance relative to objectives

Following the end of the fiscal year, the performance of the CEO and Group Executive is assessed relative to financial and non-financial (client, risk and strategic) objectives. The human resources committee evaluates the performance of the CEO relative to his objectives. The CEO reviews, with the human resources committee,¹ the performance evaluations of Group Executive based on their established performance objectives.

When there are changes to compensation plan design, scenario analyses are performed to assess how the CEO and Group Executive compensation programs might pay out under different RBC performance scenarios. These analyses help determine whether these compensation programs will pay out as intended, consistent with our pay-for-performance principle, and do not drive risk-taking in excess of our risk appetite. The human resources committee reviews RBC’s performance scenarios to assess the appropriateness of a range of potential outcomes, which range from poor to exceptional results.

A description of the evaluations for the CEO and other NEOs for 2025 can be found on pages 79 to 85.

5. Determining performance-based compensation awards by applying informed judgment

The human resources committee is responsible for recommending for board approval the short-, mid- and long-term incentive compensation awarded to the CEO and Group Executive. In making these decisions, the human resources committee reviews reports on financial and non-financial performance, risk management and external perspectives, including:

•

performance evaluations

•

contributions to the enhancement of long-term shareholder value

•

RBC’s financial performance relative to peers

•

market compensation information, including the compensation comparator groups

•

the CRO’s report on the alignment of variable compensation pools with potential and realized risks

•

the CEO’s recommendations for compensation awards for Group Executive

•

progress against RBC’s Climate Blueprint

•

the advice of the human resources committee’s external independent compensation advisor, FW Cook, and

•

select vertical pay ratios provided for additional context in making recommendations to the board for compensation awards for the CEO, including a comparison of the annual total direct compensation and the median annual total direct compensation of all employees, and changes in this comparison over time.

1	The performance assessments of the CFO and the CRO are reviewed at the audit committee and risk committee, respectively.

Royal Bank of Canada

Executive compensation

After considering all relevant factors, the human resources committee recommends to the board compensation awards for the CEO and Group Executive.

The board believes the use of informed judgment is important when determining final compensation to ensure awards appropriately reflect risk as well as other unexpected circumstances that may arise during the year and to eliminate the possibility of unintended outcomes determined solely by formulas.

A description of the compensation awarded to the CEO and other NEOs for 2025 is available on pages 79 to 85.

6. Back-testing compensation

CEO compensation is back-tested annually. This involves reviewing the current value of performance-based incentive awards granted over the CEO’s tenure to confirm that award outcomes are consistent with RBC’s performance (refer to page 81 for a review of compensation awarded to the CEO over the past five years). The assessment uses the value of the short- and mid-term incentives at the time of payout, the in-the-money value of the long-term incentives at the time of exercise, and the value of unvested mid- and long-term incentive awards at the date of back-testing. Performance-based incentive awards granted to Group Executive are also back-tested annually to confirm that award outcomes continue to align with RBC performance.

2025 compensation components

Total direct compensation includes base salary and performance-based incentive awards. The graphs below outline the target compensation mix for the CEO and Group Executive, excluding the CEO and Group Head, RBC Capital Markets (outlined on page 72), and the proportion of pay at risk.

LOGO

Fixed pay

Performance-based awards (pay at risk)

Total direct compensation

Base salary

Short-term

incentive

Mid-term incentive (PDSUs)

Long-term incentive

(Stock options)

Base salary

Base salary reflects each executive’s level of responsibility, capabilities and experience in the context of their role and the market. We review base salaries annually and generally grant increases when an executive assumes increased responsibilities or significantly deepens their knowledge and expertise. Base salaries may also be adjusted when there is a material change in the compensation levels of comparable roles in the core comparator group.

Performance-based awards

Awards under the short-, mid- and long-term incentive programs are determined based on individual, business segment and RBC’s overall performance. The annual short-term incentive program is cash-based; however, executives have the option to defer all or part of their awards under the deferred share unit (DSU) program (refer to page 73 for more information). The mid- and long-term incentive programs are equity-based.

Royal Bank of Canada

Executive compensation

Short-, mid- and long-term incentive programs

The table below summarizes the key design features of the short-, mid- and long-term incentive programs, which are applicable to the CEO and Group Executive, excluding the CEO and Group Head, RBC Capital Markets (outlined on page 72).



Short-Term Incentive (STI) Program

Overview	Rewards individuals for business segment and RBC’s overall performance, as well as individual contribution.

Form of award	Annual cash bonus

Performance period	12 months

Grant/award determination	Total STI award is based on target total compensation levels established as a percentage of base salary, and performance outcomes relative to financial, client, and risk and strategic objectives, which are added together to determine the actual STI award. Payouts can range from zero to a maximum of two times target.

Performance measures	■ ■ ■	Financial (60% weight) • RBC net income after tax, or for business segment Group Heads, a combination of RBC net income after tax and business segment net income after tax, relative to targets. • Economic and market assumptions used in the planning process are also considered, as well as whether actual conditions differ from those assumptions, to determine whether adjustments are warranted. Client (10% weight) • Client satisfaction and loyalty results for our retail businesses: Personal Banking, Commercial Banking, Wealth Management and Insurance. Industry rankings and awards across all our businesses, including RBC Capital Markets, are also considered. • The CEO and Group Executive are evaluated against the same index score across business segments. Risk and strategic (30% weight) • RBC, business segment and individual goals relating to risk management, business strategy, and sustainability and governance practices.

Payout	Paid following the end of the fiscal year.



Mid- and Long-Term Incentive (MTI and LTI) Programs

Overview	Rewards executives for their contribution to medium- and long-term performance and their potential for future contributions, as well as to align with long-term shareholder interests.

	MTI	LTI

Form of award	PDSUs (80% of equity incentives granted)	Stock options (20% of equity incentives granted)

Performance period	Three years	Up to 10 years¹

Performance measures at grant	The value of the awards granted may vary from the target based on performance compared to the medium-term financial objectives of diluted EPS growth, ROE, and common equity tier 1 (CET1) ratio and considers, at the discretion of the board, progress made against the strategic priorities in the RBC Climate Blueprint (refer to page 70 for more information). The value of awards granted may also vary from the target following the CRO’s review of key risk factors to identify significant quantitative and qualitative risks the board should take into account in determining awards. If required, the CRO will make recommendations to the human resources committee for adjustments (refer to page 61 for more information).

Performance measures at vesting	Common share price performance plus relative TSR (change in common share price plus reinvested dividends paid compared to the global performance peer group). The board may make adjustments to awards at vesting relative to the target based on a schedule that increases or decreases the value of awards to a maximum of 25%. Awards will fluctuate in value due to both the application of the modifier and changes in the common share price. In addition, the board has discretion to make adjustments downward at vesting and payout if (i) there has been a material downturn in financial performance or a material failure in managing risk, or (ii) actual risk and performance outcomes are materially different from the assessments made at the time of grant.²	Common share price performance

Vesting and payout	Awards vest and are paid after three years	50% vests after three years 50% vests after four years

1	The term of options that are scheduled to expire during, or shortly after, an insider trading blackout during which the participant is prohibited from exercising the option is automatically extended 10 business days following the end of the insider trading blackout.

2	For awards granted prior to December 2025, a zero payout will result if (i) the three-year TSR is 9^th or 10^th of the global performance peer group, and (ii) the three-year average ROE is below the performance threshold.

Royal Bank of Canada

Executive compensation


How we use our global performance peer group
At vesting of PDSU awards, we compare our TSR to that of a global performance peer group approved by the board to determine the performance modifier for payouts under the PDSU Program, as described above. The global performance peer group is comprised of Canadian financial institutions and U.S. and other international banks with a comparable size, market presence and complexity to RBC.		The global performance peer group is reviewed on a regular basis and updated for relevancy to ensure we appropriately incentivize senior leaders to drive growth in TSR against peers that we compete with and that operate in similar markets. Pursuant to this review, Westpac Banking Corporation and Manulife Financial Corporation were removed as their strategies are less aligned with RBC’s current business mix, geographic footprint and financial performance. For grants made in 2025, the peer group has been refreshed to include Bank of America Corporation, Citigroup Inc., Morgan Stanley, The Goldman Sachs Group, Inc., Barclays PLC, and UBS Group AG. This change will result in a more representative peer group for RBC to compare against as it relates to growth in total shareholder return.

Global performance peer group¹
	Canadian financial institutions • Bank of Montreal • Canadian Imperial Bank of Commerce • National Bank of Canada • The Bank of Nova Scotia • The Toronto-Dominion Bank		U.S. and other international banks • Bank of America Corporation • Citigroup Inc. • JPMorgan Chase & Co. • Morgan Stanley • The Goldman Sachs Group, Inc. • Wells Fargo & Company • Barclays PLC • UBS Group AG

1	In 2025, Westpac Banking Corporation and Manulife Financial Corporation were removed from our global performance peer group, and Bank of America Corporation, Citigroup Inc., Morgan Stanley, The Goldman Sachs Group, Inc. Barclays PLC and UBS Group AG were added to the global performance peer group.

Royal Bank of Canada

Executive compensation

Sustainability-related¹ factors in executive compensation

As a global bank, we recognize the responsibility to identify, understand and manage the sustainability-related risks and opportunities that matter most to our stakeholders and our business. We aim to align our sustainability strategies to RBC’s strategy and goals. We continue to evolve and refine our strategy to be responsive to the needs of our clients and communities and adapt to a dynamic and rapidly changing environment.

The design of our CEO and Group Executive variable compensation incorporates sustainability practices in the short-, medium- and long-term compensation programs to incentivize our executives in progressing towards our objectives and creating long-term sustainable value for our shareholders.



Compensation program	Compensation element	Description of program component	2025 results
STI Program	Included in risk and strategic objectives (30% weighting)	Individual performance objectives for the CEO and Group Executive² in our STI program are tied to RBC’s financial performance, client outcomes and contribution to our risk and strategic objectives, including those relating to business strategy and sustainability. Our STI program, which includes a 30% weighting on risk and strategic objectives, is highlighted on page 68.	Objectives and results related to sustainability are discussed on page 77. In evaluating STI awards for the CEO and Group Executive, the board was provided individual performance assessments, which include contributions to sustainability practices.
MTI and LTI programs	Includes a discretionary climate-based modifier	Since 2023, the CEO and Group Executive² MTI and LTI programs include medium-term climate-based objectives related to the strategic priorities, actions and metrics related to or as outlined in the RBC Climate Blueprint (further information on our climate strategy is available at rbc.com/climate). This climate-focused assessment provides additional incentive for the CEO and Group Executive to accelerate RBC’s progress towards these priorities and enables the board to recognize their efforts by applying a modifier to MTI and LTI awards, taking into consideration their actions supporting our climate strategy.	The board recognizes that managing climate risks and opportunities is multi-faceted, and that RBC has taken measures to continue momentum on its climate journey. After reflecting on RBC’s strategic priorities and actions taken to date, the board has assessed RBC’s in-year progress against medium-term climate-based objectives related to the strategic priorities, actions and metrics related to or as outlined in the RBC Climate Blueprint to be on target, and no further modification was applied to the 2025 MTI and LTI awards granted.

Delivering on our sustainability strategy is a priority for RBC’s senior leadership and board. We are proud of the progress we have made, but recognize that progress will not be linear and there are many uncertainties and variables that will have to be navigated. We will continue to be transparent on the actions we are taking and how we are measuring our progress.

1	“Sustainability” refers to environmental and social matters.

2	Excludes the CEO and Group Head, RBC Capital Markets, who participates in the Capital Markets Compensation Program. Refer to page 72 for our discussion of how sustainability factors are incorporated into the Capital Markets Compensation Program.

Royal Bank of Canada

Executive compensation



Potential adjustments to CEO and Group Executive incentive awards

Risk and performance adjustments		The human resources committee and the board may adjust incentive awards from target levels based on the CRO’s recommendations relating to significant external and internal risk factors affecting financial results. In the event of misconduct or a material error or misstatement of RBC financial results, financial reporting or financial statements, cash bonuses and mid- and long-term incentive awards may be subject to forfeiture or clawback, as outlined in the Forfeiture and Clawback Policy, which is summarized on page 62. Additionally, in the event of a restatement of our financial results, excess incentive awards may be subject to recovery, as set forth in the Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation for Executive Officers, as described on page 62.

Discretionary adjustments		The board may exercise its discretion to adjust the STI awards to eliminate the impact of items that were not included in the planning process. They may also reduce MTI awards at vesting and payout if there has been a material downturn in financial performance or a material failure in managing risk, or if actual risk and performance outcomes are materially different from the assessments made at the time of grant. The human resources committee recommends any adjustments to the board for approval.

Why we use these measures of financial performance

STI Program		Net income after tax for RBC and business segments Relevant across business segments and offers a consistent measure and common focus for all program participants to drive in-year and sustainable growth. Net income after tax provides a comprehensive measure of the overall performance of RBC in the fiscal year and on a comparable-year basis.

MTI and LTI Programs		At grant: Progress against our medium-term financial performance objectives for diluted EPS growth, ROE, and capital ratio is considered in determining the grant value relative to target. Diluted EPS growth Diluted EPS reflects our net income available to common shareholders based on the weighted average diluted number of common shares outstanding for the period. EPS growth is a measure of management’s ability to deliver increased profitability to our shareholders. ROE A measure of return on capital invested in our businesses. ROE is calculated as net income available to common shareholders divided by the total average common equity for the period. This measure gauges how efficiently we earn profits on behalf of our shareholders. Capital ratio Capital, as measured by our CET1 ratio, is a core measure of our financial strength and is relevant in assessing our performance. A strong capital ratio, along with high returns over the short and longer term, reflects management’s ability to balance risks and returns while providing a prudent cushion to absorb shocks. At vesting: PDSUs are subject to a relative TSR performance modifier at the end of the three-year performance period. TSR TSR reflects the performance of RBC common shares over a period of time and incorporates the share price change and reinvested dividends paid to common shareholders. Relative TSR is a measure of our TSR compared to that of our peers over a period of time.

Royal Bank of Canada

Executive compensation

Capital Markets Compensation Program

The table below summarizes the key design features of the Capital Markets Compensation Program applicable to Mr. Neldner.



Capital Markets Compensation Program

Performance period		12 months

Bonus pool funding		• Capital Markets earnings before variable compensation and taxes, which includes cost of funds, provision for credit losses and mark-to-market adjustments and also considers RBC’s overall performance. The resulting compensation ratio is reviewed and may be used to adjust bonus pool funding to reflect market and competitive conditions. • The CRO reviews the bonus pool to determine whether additional adjustments for risk are appropriate, reviews the assessment with the CRMOC and makes recommendations to the human resources committee. The human resources committee recommends the bonus pool to the board for approval after considering management’s recommendations.

Individual performance		• The performance of the CEO and Group Head, RBC Capital Markets is assessed relative to financial objectives, as well as risk and strategic objectives, including sustainability and governance practices, consistent with other Group Executive. Target compensation levels are not established for the Group Head, as individual incentive awards are discretionary. In establishing compensation levels, the human resources committee also considers the compensation market information for the core comparator group. In addition, given the breadth and global scope of our Capital Markets business, the committee considers performance and compensation information of institutions outside Canada for additional context, and it may make adjustments to ensure risk and performance are appropriately reflected in award amounts.

Form of awards (for CEO and Group Head, RBC Capital Markets)		• Cash bonus (35% of variable compensation). • Share-based compensation (65% of variable compensation) comprised of PDSUs and stock options. For more information about these awards, refer to page 68.

Risk and performance adjustments		• The board may reduce awards at vesting and payout if there has been a material downturn in financial performance or a material failure in managing risk or if actual risk and performance outcomes are materially different from the assessments made at the time of grant. The human resources committee recommends and the board approves any adjustments. • In the event of misconduct or a material error or misstatement of RBC financial results, financial reporting or financial statements, cash bonuses and mid- and long-term incentive awards may be subject to forfeiture or clawback, as outlined in the Forfeiture and Clawback Policy, which is summarized on page 62. Additionally, in the event of a restatement of our financial results, excess incentive awards may be subject to recovery, as set forth in the Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation for Executive Officers, as described on page 62.

Royal Bank of Canada

Executive compensation

Deferred Share Unit Program – Voluntary deferral of short-term incentive awards



Key features		DSU Program

Purpose		• For all executives, the DSU Program provides the opportunity to receive 100%, or a portion (25%, 50% or 75%) of the short-term incentive award in RBC DSUs rather than cash, redeemable only upon retirement, resignation or termination of employment with RBC.

Determining the number of units		• The elected portion of the award is converted to DSUs based on the average closing market price of shares on the TSX for the first five trading days in the open window following the fiscal year-end. DSUs earn dividend equivalents in the form of additional DSUs as set out in the DSU Program.

Redeeming awards		• When redeemed, DSUs are valued at the average closing price of shares on the TSX for the five trading days immediately preceding the redemption date.

Share ownership requirements

The CEO and Group Executive and all other executives are required to maintain a minimum level of share ownership, which extends into retirement for a specified period of time. Executives can meet share ownership requirements through personal holdings, shares accumulated under our employee share ownership plans and share units held under our equity incentive programs, other than the RBC Stock Option Plan (Stock Option Plan). Employees promoted to RBC executive roles or managing directors in RBC Capital Markets have three years¹ to meet the minimum requirement, while those recruited externally have five years. Share ownership information for all NEOs is shown on pages 79 to 85.



RBC	Multiple of the last three years’ average base salary	Post-retirement
CEO	8 x	24 months
Group Executive¹	6 x	12 months

1	Refer to the table below for the CEO and Group Head, RBC Capital Markets.


Capital Markets	Multiple of the last three years’ average base salary	+	Multiple of the last three years’ average annual cash bonus	Post-retirement

CEO and Group Head, RBC Capital Markets	2 x	+	2 x	12 months

2025 CEO and other named executive officer incentive awards

The human resources committee evaluates performance taking into account financial and non-financial objectives to assess the overall leadership and performance of the CEO and other NEOs in a comprehensive and balanced way.

The human resources committee and the board approved performance objectives for the STI Program at the beginning of the year to support the achievement of the bank’s strategic goals to be:

•

In Canada: the undisputed leader in financial services

•

In the United States: the preferred partner to institutional, corporate, commercial and high-net-worth clients and their businesses, and

•

In select global financial centres: a leading financial services partner valued for its expertise.

When determining final compensation, the board may apply informed judgment to adjust the value of awards to ensure the awards appropriately reflect risk, as well as other unexpected circumstances that arise during the year, and eliminate the possibility of unintended outcomes determined solely by formulas.

¹	If an employee was externally hired within two years of the date that the increased share ownership requirements began to apply, then such employee will have five years from their initial date of hire to reach the minimum level of share ownership.

Royal Bank of Canada

Executive compensation

STI Program objectives and results

Financial (60% weight)¹

Following are the financial highlights and key measures of company and segment performance achieved in 2025.



RBC
$20,369 million net income up 25% from 2024	✓	Achieved net income of $20,369 million, up 25% from last year, primarily driven by higher results across all of our business segments. Prior year results also reflect higher HSBC Canada transaction and integration costs and the impact of management of closing capital volatility related to the HSBC Canada transaction, both of which were treated as specified items and reported in Corporate Support. Our earnings also reflect an increase due to the impact of foreign exchange translation.
$20,369 million net income up 25% from 2024	✓	For the purposes of determining STI program awards in 2025, no adjustments were made to 2025 net income in calculating awards relating to financial performance.

Personal Banking
$7,105 million net income up 20% from 2024	✓	Achieved net income of $7,105 million, up 20% from last year, primarily driven by higher net interest income reflecting higher spreads and average volume growth of 7% in Personal Banking – Canada. Higher non-interest income also contributed to the increase. These factors were partially offset by higher non-interest expenses. Net income for the current year includes the impact of five additional months of HSBC Canada results.

Commercial Banking
$3,020 million net income up 7% from 2024	✓	Achieved net income of $3,020 million, up 7% from last year, as growth in total revenue was partially offset by higher PCL and non-interest expense. Net income for the current year includes the impact of five additional months of HSBC Canada results.

Wealth Management
$4,289 million net income up 25% from 2024	✓	Achieved net income of $4,289 million, up 25% from last year, mainly due to higher fee-based client assets reflecting market appreciation and net sales, which also drove higher variable compensation. Higher transactional revenue also contributed to the increase.

Insurance

ROYAL BANK OF CANADA 6-K