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Notice of Publication of Amendments to Documents

12/08/2021 | 05:43am EST

Royal Bank of Canada

8 December 2021

ROYAL BANK OF CANADA

(aCanadiancharteredbank)

(the Issuer)

RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP

(the Guarantor LP)

NOTICE OF PUBLICATION OF AMENDMENTS TO THE SERIES CB35 FINAL TERMS AND TRANSACTION DOCUMENTS

to the holders of the:

GBP650,000,000 Floating Rate Covered Bonds due December 8, 2022

(ISIN: XS1733227554) (Series: CB35)

 (the Series CB35 Covered Bonds or the Covered Bonds and the holders thereof, the Covered Bondholders)

NOTICE IS HEREBY GIVEN THAT at the request of the Issuer, following the passing of an Extraordinary Resolution on September 22, 2021 and as directed by the Covered Bondholders, amendments have been made to:

(i)   the Final Terms relating to the Series CB35 Covered Bonds (as amended, the Amended and Restated Series CB35 Final Terms);

(ii)   the Series CB35 Covered Bond Swap Confirmation (as amended, the Amended and Restated Series CB35 Covered Bond Swap Confirmation); and

(iii)  the Trust Deed relating to the Series CB35 Covered Bonds (the Supplemental Trust Deed).

These changes will be effective from December 8, 2021.

Capitalised terms used but not defined herein shall have the meanings set out in the Notice of Meeting dated August 31, 2021 with respect to the Series CB35 Covered Bonds and the Consent Solicitation Memorandum of the Issuer dated August 31, 2021.

To view the Amended and Restated Series CB35 Final Terms, the Amended and Restated Series CB35 Covered Bond Swap Confirmation and the Supplemental Trust Deed, please paste the following URL into the address bar of your browser:

https://www.rbc.com/investor-relations/covered-bonds.html#documents-content

For further information, please contact:

RBC Europe Limited
100 Bishopsgate
London
EC2N 4AA
United Kingdom

Attention: Liability Management Desk
Tel: +44 (0) 20 7029 7031
Email: liability.management@rbccm.com

Disclaimer - Intended Addressees

Please note that the information contained in this announcement and the Amended and Restated Series CB35 Final Terms may be addressed to and/or targeted at persons who are residents of particular countries only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom this announcement and the Amended and Restated Series CB35 Final Terms are not addressed.  Prior to relying on the information contained in this announcement and the Amended and Restated Series CB35 Final Terms, you must ascertain from the Consent Solicitation Memorandum dated August 31, 2021 and the E32,000,000,000 Global Covered Bond Programme Prospectus dated September 8, 2017 and the supplement to it dated December 1, 2017 (together, the Prospectus) whether or not you are one of the intended addressees of the information contained in this announcement and the Series CB35 Amended and Restated Final Terms.

In particular, this announcement and the Amended and Restated Series CB35 Final Terms do not constitute an offer or invitation to subscribe for, or purchase, securities in the United States or in any other jurisdiction where such an offer or invitation would be unlawful.  This announcement and the Amended and Restated Series CB35 Final Terms are not for distribution in the United States or to U.S. persons (as defined below).  The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or under any relevant securities laws of any state of the United States of America and are subject to U.S. tax law requirements.  The securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons or to persons within the United States of America (as such terms are defined in Regulation S under the Securities Act) except pursuant to registration or an exemption from the registration requirements of the Securities Act.  There will be no public offering of the securities in the United States. For a description of the restrictions on offers and sales of the securities described herein, please refer to the Prospectus.

Your right to access this service is conditional upon complying with the above requirement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

https://news.cision.com/royal-bank-of-canada/r/notice-of-publication-of-amendments-to-documents,c3467989

https://mb.cision.com/Main/8160/3467989/1507056.pdf

(c) 2021 Cision. All rights reserved., source Press Releases - English

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