EXECUTION VERSION

MIFID II PRODUCT GOVERNANCE / 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 eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); 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 MiFID II 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.

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 ("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 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.

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 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 January 20, 2023

ROYAL BANK OF CANADA (a Canadian chartered bank)

(the "Issuer")

Legal Entity Identifier (LEI): ES7IP3U3RHIGC71XBU11

Issue of GBP650,000,000 5.000 per cent. Senior Notes due January 24, 2028

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 29, 2022 and the supplemental Prospectuses dated August 25, 2022 and December 20, 2022 which together constitute a base prospectus (the "Base Prospectus") for the purposes of 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.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.

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

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

13. Bail-inable Notes:

67526

1

Not Applicable

Pounds Sterling ("GBP")

GBP650,000,000

GBP650,000,000

99.770 per cent. of the Aggregate Principal Amount

GBP100,000 and integral multiples of GBP1,000 in excess thereof up to and including GBP199,000. No Notes in definitive form will be issued with a denomination above GBP199,000

GBP1,000

January 24, 2023

Issue Date

January 16, 2023

January 24, 2028

5.000 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

Not Applicable

Yes

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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions

Applicable

(Condition 5.02 and 5.02a)

(i)

Rate of Interest:

5.000 per cent. per annum payable annually in arrear on

each Interest Payment Date

(ii)

Interest Payment Date(s):

January 24th in each year, commencing January 24, 2024,

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):

London, New York and Toronto

(vi)

Fixed Coupon Amount:

GBP50.00 per Calculation Amount

(vii) Broken Amount(s):

Not Applicable

(viii) Day Count Fraction:

Actual/Actual (ICMA)

(ix)

Determination Dates:

January 24 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 Note

GBP1,000 per Calculation Amount

20. Bail-inable Notes - TLAC

Not Applicable

Disqualification Event Call

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21. Early Redemption Amount

(i) Early Redemption Amount(s) payable GBP1,000 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):
  5. Name and address of RMB Rate Calculation Agent (for purposes of Condition 10.17):
  6. Branch of Account:
  7. Unmatured Coupons missing upon Early Redemption:
  8. Talons for future Coupons to be attached to Definitive Notes (Condition 1.06)
  9. Alternative Currency Payment (Condition
    10.16):

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 March 6, 2023

Yes

London, New York and Toronto

Not Applicable

Not Applicable

Not Applicable

Main branch in Toronto

Condition 10.06(i) applies

No

Not Applicable

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RBC - Royal Bank of Canada published this content on 24 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 January 2023 14:18:03 UTC.