EXECUTION VERSION

UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET

  • Solely for the purposes of the 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 ("COBS"), 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 manufacturer's 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 manufacturer's target market assessment) and determining appropriate distribution channels.

PRIIPS REGULATION PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the UK Financial Services and Markets Act (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended) as it forms part of domestic law of the UK by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended) as it forms part of domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

THESE NOTES ARE SUBJECT TO CONVERSION IN WHOLE OR IN PART - BY MEANS OF A TRANSACTION OR SERIES OF TRANSACTIONS AND IN ONE OR MORE STEPS - INTO COMMON SHARES OF ROYAL BANK OF CANADA OR ANY OF ITS AFFILIATES UNDER SUBSECTION 39.2(2.3) OF THE CANADA DEPOSIT INSURANCE CORPORATION ACT (CANADA) ("CDIC ACT") AND TO VARIATION OR EXTINGUISHMENT IN CONSEQUENCE AND SUBJECT TO THE APPLICATION OF THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN IN RESPECT OF THE OPERATION OF THE CDIC ACT WITH RESPECT TO THE NOTES.

Final Terms dated October 18, 2022

ROYAL BANK OF CANADA

(a Canadian chartered bank)

(the "Issuer")

Legal Entity Identifier (LEI): ES7IP3U3RHIGC71XBU11

Issue of EUR40,000,000 1.034 per cent. Senior Notes due January 25, 2034 (the "Notes") (on the

Exchange Date, to be consolidated and form a single series with EUR450,000,000 1.034 per cent. Senior

Notes due January 25, 2034 issued on January 25, 2022 (the "Existing Notes")

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 23, 2021 which are incorporated by reference in the Base Prospectus dated July 29, 2022. 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 the Base Prospectus dated July 29, 2022 and the supplemental Prospectus dated August 25, 2022, which together constitutes a base prospectus for the purposes of the UK Prospectus Regulation (the "Base Prospectus"), including the Conditions incorporated by reference in the Prospectus. The Base Prospectus, including all documents incorporated by reference therein, are available for viewing on the Issuer's website at https://www.rbc.com/investor- relations/european-senior-notes-program.htmland copies may be obtained from the offices of the Issuer, 20th Floor, 200 Bay Street, Toronto, Ontario, Canada M5J 2J5 and the offices of the Issuing and Paying Agent, One Canada Square, London E14 5AL, England.

1. (i)

Series Number:

64148

(ii)

Tranche Number:

2

-2-

  1. Date on which the Notes become fungible:

The Notes shall be consolidated and form a single Series and be interchangeable for trading purposes with the EUR450,000,000 1.034 per cent. Senior Notes due January 25, 2034 issued on January 25, 2022 on exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 23 below which is expected to occur on the Exchange Date specified in paragraph 23 below

  1. Specified Currency or Currencies: (Condition 1.11)
  2. Aggregate Principal Amount:
    1. Series:
    2. Tranche:
  4. Issue Price:
  5. (i) Specified Denominations: (Condition 1.08 or 1.09)
    1. Calculation Amount:
  7. (i) Issue Date:
    1. Interest Commencement Date
    2. Trade Date
  9. Maturity Date:
  10. Interest Basis:
  11. Redemption/Payment Basis:
  12. Change of Interest Basis:
  13. Put Option/ Call Option:
  14. (i) Date of Board approval for issuance of Notes obtained:
    1. Status of the Notes:

Euro ("EUR")

EUR490,000,000

EUR40,000,000

69.141 per cent. of the Aggregate Principal Amount plus accrued interest from (and including) the Interest Commencement Date to (but excluding) the Issue Date

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

EUR1,000

October 20, 2022

January 25, 2022

October 11, 2022

January 25, 2034

1.034 per cent. Fixed Rate (further particulars specified below)

Subject to any purchase and cancellation or early redemption, the Notes shall be redeemed on the Maturity Date at par

Not Applicable

Not Applicable

Not Applicable

Senior Notes

-3-

12A. Condition 4 - Negative Covenant

Not Applicable

(Subordinated Notes):

13.

Bail-inable Notes:

Yes

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions

Applicable

(Condition 5.02 and 5.02a)

(i)

Rate of Interest:

1.034 per cent. per annum payable annually in arrear on

each Interest Payment Date

(ii)

Interest Payment Date(s):

25 January in each year, commencing January 25, 2023,

up to and including the Maturity Date, adjusted for payment

day purposes only in accordance with the Business Day

Convention specified in paragraph 14(iv) below

(iii)

Adjusted Interest Periods:

Not Applicable

(iv)

Business Day Convention:

Following Business Day Convention

(v)

Business Centre(s):

TARGET2, Toronto, London and New York

(vi)

Fixed Coupon Amount:

EUR10.34 per Calculation Amount, payable on each

Interest Payment Date

(vii) Broken Amount(s):

Not Applicable

(viii) Day Count Fraction:

Actual/Actual (ICMA)

(ix)

Determination Dates:

25 January in each year

(x)

Default Rate:

As set out in Condition 5.04

(xi)

Calculation Agent:

Not Applicable

(xii) Fixed Rate Resettable Note

Not Applicable

Provisions (Condition 5.02b)

15. Floating Rate Note Provisions

Not Applicable

(Condition 5.03)

16. Zero Coupon Note Provisions

Not Applicable

PROVISIONS RELATING TO REDEMPTION

17.

Call Option

Not Applicable

(Condition 6.03)

18.

Put Option

Not Applicable

(Condition 6.06)

19. Final Redemption Amount of each

EUR1,000 per Calculation Amount

Note

-4-

20. Bail-inable Notes - TLAC

Not Applicable

Disqualification Event Call

21. Early Redemption Amount

(i) Early Redemption Amount(s) payable EUR1,000 per Calculation Amount on redemption for taxation reasons or

on event of default:

  1. 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

Not Applicable: the Notes are not Subordinated Notes

Automatic Conversion

(Condition 8)

GENERAL PROVISIONS APPLICABLE TO THE NOTES

23. (i) Form of Notes:

Bearer Notes

  1. (ii) New Global Note:

  2. Financial Centre(s) or other special provisions relating to payment dates:
  3. Relevant Renminbi Settlement Centre:
  4. Calculation Agent for purposes of Condition 10.16 (if other than Issuing and Paying Agent):

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 November 29, 2022

Yes

TARGET2, Toronto, London and New York

Not Applicable

Not Applicable

27.

Name and address of RMB Rate

Not Applicable

Calculation Agent (for purposes of

Condition 10.17):

28.

Branch of Account:

Main branch in Toronto

29.

Unmatured Coupons missing upon Early

Condition 10.06(i) applies

Redemption:

30.

Talons for future Coupons to be attached

No

to Definitive Notes (Condition 1.06)

31.

Alternative Currency Payment (Condition

Not Applicable

10.16):

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RBC - Royal Bank of Canada published this content on 20 October 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 October 2022 13:19:02 UTC.