CONFORMED VERSION UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No. 600/2014 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels. Final Terms dated May 9, 2025


ROYAL BANK OF CANADA

(a Canadian chartered bank) (the "Issuer")

Legal Entity Identifier (LEI): ES7IP3U3RHIGC71XBU11

Issue of EUR1,200,000,000 Floating Rate Senior Notes due May 2026

(consisting of: (i) EUR500,000,000 Floating Rate Senior Notes due May 2026 with a trade date of May 6, 2025 ("Tranche 1A"); and (ii) EUR700,000,000 Floating Rate Senior Notes due May 2026 with a trade date of May 7, 2025 ("Tranche 1B"))

issued pursuant to the Base Prospectus as part of the Programme for the Issue of Securities

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Base Prospectus dated July 16, 2024 and the supplementary Notes Base Prospectuses dated August 29, 2024, December 11, 2024 and February 28, 2025 which together constitute a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the UK Prospectus Regulation and must be read in conjunction with such Base Prospectus in order to obtain all relevant information. The Base Prospectus, including all documents incorporated by reference therein, is available for viewing on the Issuer's website at https://www.rbc.com/investor-relations/european-senior-notes-program.html and copies may be obtained from the offices of the Issuer at Investor Relations, Royal Bank of Canada, 200 Bay Street, South Tower, Toronto, Ontario, Canada M5J 2J5 and the offices of the Issuing and Paying Agent, 160 Queen Victoria Street, London EC4V 4LA, England.

  1. (i) Series Number: 74783

    1. Tranche Number: 1

    2. Date on which the Notes become fungible:

      Not Applicable

  2. Specified Currency or Currencies: (Condition 1.11)

    Euro ("EUR")

  3. Aggregate Principal Amount:

    1. Series: EUR1,200,000,000

    2. Tranche: EUR1,200,000,000

  4. Issue Price: 100 per cent. of the Aggregate Principal Amount

  5. (i) Specified Denominations: (Condition 1.08 or 1.09)

    EUR100,000 and integral multiples of EUR1,000 in excess thereof up to and including EUR199,000. No Notes in definitive form will be issued with a denomination above EUR199,000

    1. Calculation Amount: EUR1,000

  6. (i) Issue Date: May 13, 2025

    1. Interest Commencement Date Issue Date

    2. Trade Date Tranche 1A: May 6, 2025 Tranche 1B: May 7, 2025

  7. Maturity Date: Interest Payment Date falling in or nearest to May 2026

  8. Interest Basis: €STR + 0.33 per cent. Floating Rate (further particulars specified below)

  9. Redemption/Payment Basis: Subject to any purchase and cancellation or early

    redemption, the Notes shall be redeemed on the Maturity Date at par

  10. Change of Interest Basis: Not Applicable

  11. Put Option/ Call Option: Not Applicable

  12. (i) Date of Board approval for issuance of Notes obtained:

    Not Applicable

    1. Status of the Notes: Senior Notes

      12A. Condition 4 - Negative Covenant (Subordinated Notes):

      Not Applicable

  13. Bail-inable Notes: No

    PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
  14. Fixed Rate Note Provisions

    (Condition 5.02 and 5.02a)

    Not Applicable

  15. Floating Rate Note Provisions

    (Condition 5.03)

    Applicable

    1. Specified Period(s): Not Applicable

    2. Specified Interest Payment Date(s): August 13, 2025, November 13, 2025, February 13, 2026

      and May 13, 2026, commencing on August 13, 2025, subject to adjustment in accordance with the Business Day Convention specified in paragraph 15(iv) below

    3. First Interest Payment Date: August 13, 2025

    4. Business Day Convention: Modified Following Business Day Convention

    5. Business Centre(s): London, T2

    6. Manner in which the Rate(s) of Interest is/are to be determined:

      Screen Rate Determination

    7. Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Issuing and Paying Agent):

      Royal Bank of Canada, London Branch shall be the Calculation Agent

    8. Screen Rate Determination: Applicable

      • Reference Rate: €STR

      • Calculation Method: Not Applicable

      • Observation Method: Not Applicable

      • SONIA Compounded Index: Not Applicable

      • Compounded Daily €STR Convention:

        Observation Lookback Convention

      • Interest Determination Date(s): The fifth T2 Business Day prior to the relevant Interest

        Payment Date for each Interest Period

      • Relevant Number: Not Applicable

      • Relevant Screen Page: Not Applicable

      • Designated Maturity: Not Applicable

      • Relevant Time: Not Applicable

      • Reference Banks: Not Applicable

      • ISDA Definitions: Not Applicable

      • Relevant Financial Centre: Not Applicable

      • Observation Look-back Period: Five T2 Business Days

    9. ISDA Determination: Not Applicable

    10. Linear Interpolation: Not Applicable

    11. Margin(s): + 0.33 per cent. per annum

    12. Minimum Rate of Interest: (Condition 5.03(v))

      Not Applicable

    13. Maximum Rate of Interest: (Condition 5.03(v))

      Not Applicable

    14. Day Count Fraction: Actual/360

    15. Default Rate: As set out in Condition 5.04

  16. Zero Coupon Note Provisions Not Applicable PROVISIONS RELATING TO REDEMPTION
  17. Call Option

    (Condition 6.03)

    Not Applicable

  18. Put Option

    (Condition 6.06)

    Not Applicable

  19. Final Redemption Amount of each Note EUR1,000 per Calculation Amount
  20. Bail-inable Notes - TLAC Disqualification Event Call

    Not Applicable

  21. Early Redemption Amount
    1. Early Redemption Amount(s) payable on redemption for taxation reasons or on event of default:

      EUR1,000 per Calculation Amount

    2. Early Redemption Amount includes amount in respect of accrued interest:

    No: together with the Early Redemption Amount, accrued interest shall also be paid

  22. Provisions relating to the NVCC Automatic Conversion (Condition 8)

    Not Applicable: the Notes are not Subordinated Notes

    GENERAL PROVISIONS APPLICABLE TO THE NOTES
  23. (i) Form of Notes: Bearer Notes

    Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note

    Exchange Date: Not earlier than June 22, 2025

    1. New Global Note (in respect of Bearer Notes) or New Safekeeping Structure (in respect of Registered Notes):

      Yes

  24. Financial Centre(s) or other special provisions relating to payment dates:

    London, T2

  25. Relevant Renminbi Settlement Centre: Not Applicable

  26. Calculation Agent for purposes of Condition 10.16 (if other than Issuing and Paying Agent):

    Not Applicable

  27. Name and address of RMB Rate Calculation Agent (for purposes of Condition 10.17):

    Not Applicable

  28. Branch of Account: London branch

  29. Unmatured Coupons missing upon Early Redemption:

    Condition 10.06(i) applies

  30. Talons for future Coupons to be attached No to Definitive Notes (Condition 1.06)

  31. Alternative Currency Payment (Condition 10.16):

Not Applicable

Attachments

  • Original document
  • Permalink

Disclaimer

RBC - Royal Bank of Canada published this content on May 13, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 13, 2025 at 18:18 UTC.