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Notice of Annual Meeting of Common Shareholders March 2, 2007

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Notice of Annual Meeting of Common Shareholders March 2, 2007 Royal Bank of Canada Information for Shareholders Notice of Annual Meeting of Common Shareholders March 2, 2007 Management Proxy Circular INVITATION TO SHAREHOLDERS ROYAL BANK OF CANADA Dear ShareholDer, The Bank’s Annual Meeting of Common Shareholders will be held at the Metro Toronto Convention Centre, North Building, Constitution Hall, 255 Front Street West, Toronto, Ontario, Canada, on Friday, March 2, 2007 at 9:00 a.m. (Eastern Standard Time). At this meeting, we will be voting on a number of important matters. We hope you will take the time to consider the informa- tion on these matters set out in this Circular. It is important that you exercise your vote, either in person at the meeting or by completing and sending in your proxy. We invite you to join us at this meeting. There will be an opportunity to ask questions and meet with management, the Board of Directors and your fellow shareholders. If you are unable to attend this meeting in person, you may listen to a live webcast of this meeting, which will be available at rbc.com/investorrelations/conference starting at 9:00 a.m. (Eastern Standard Time). Yours sincerely, David P. O’Brien Gordon M. Nixon Chairman of the Board President and Chief Executive Officer What’S inSiDe notiCe oF annUal MeetinG oF CoMMon ShareholDerS 1 ManaGeMent ProXY CirCUlar 2 Section 1 Voting information 2 Section 2 Business of the meeting Financial statements 4 Election of directors 4 Appointment of auditor 9 Auditor’s fees 9 Report of the Audit Committee 10 Amendments to the Bank’s stock option plan 11 Shareholder proposals 12 Section 3 Disclosure of compensation and other information Compensation of directors 13 Report on executive compensation 16 Performance graph 23 Officers’ remuneration 23 Indebtedness of directors and executive officers 31 Additional items 31 Corporate governance Directors’ and officers’ liability insurance Directors’ approval Schedules Schedule ‘A’: Record of attendance by directors 32 Schedule ‘B’: Statement of Corporate Governance Practices and Guidelines 33 Appendix ‘1’: Director Independence Policy 42 Appendix ‘2’: Charter of the Board of Directors 45 Schedule ‘C’: Shareholder proposals 46 ROYAL BANK OF CANADA NOTICE OF ANNUAL MEETING OF COMMON SHAREHOLDERS 1 notiCe oF annUal MeetinG oF CoMMon ShareholDerS oF roYal Bank oF CanaDa Date Business of the annual Meeting of Common Shareholders Friday, March 2, 2007 At the meeting, shareholders will be asked to: time 9:00 a.m. (Eastern Standard Time) (1) Receive the financial statements of the Bank for the year ended October 31, 2006 and the auditor’s report on the statements; Place Metro Toronto Convention Centre (2) Elect directors; North Building Constitution Hall (3) Appoint the auditor; 255 Front Street West Toronto, Ontario (4) Approve amendments to the Bank’s stock option plan; Canada (5) Consider the shareholder proposals set out in Schedule ‘C’ to the Management Proxy Circular; and (6) Consider any other business which may be properly brought before the Annual Meeting of Common Shareholders. By order of the Board of Directors Carol J. McNamara Vice-President and Secretary January 11, 2007 important on January 11, 2007, the record date for the meeting, 1,279,533,049 Common Shares were outstanding and eligible to be voted at the meeting, subject to applicable Bank Act (Canada) restrictions. Shareholders who are unable to attend the meeting are encouraged to complete, sign and promptly return the enclosed form of proxy either by using the envelope provided or by faxing it to 1-866-249-7775 (toll-free in Canada and the United States) or (416) 263-9524 (for all other countries). to ensure your vote is counted, proxies should be received by Computershare trust Company of Canada, the Bank’s transfer agent, no later than 5:00 p.m. (eastern Standard time) on Wednesday, February 28, 2007. to vote in person at the meeting, please refer to the section entitled “how do i vote?” on page 2 of the Management Proxy Circular issued in connection with this meeting. SECTION 1 – VOTING INFORMATION ROYAL BANK OF CANADA Management Proxy Circular as of January 10, 2007, except as otherwise provided. Section 1 Voting information Who is soliciting my proxy? In addition, no person and no entity controlled by any person the management of the Bank is soliciting your proxy for use may cast votes in respect of any shares beneficially owned at the Bank’s annual Meeting of Common Shareholders. by the person or the entity that represent, in the aggregate, more than 20% of the eligible votes. What will i be voting on? You will be voting on: how many shares are eligible to vote? • election of directors (see page 4); The number of Common Shares outstanding on January 11, • appointment of Deloitte & Touche LLP as the Bank’s 2007, is indicated under the heading “Important” in the auditor (see page 9); Notice of Annual Meeting of Common Shareholders. Subject • a resolution to amend the Bank’s stock option plan (see to certain restrictions under the Bank Act, these shares are pages 11 and 12); and eligible to be voted at the meeting. • shareholder proposals (see page 12). To the knowledge of the Bank’s directors and officers, no person owns or exercises control or direction over more than how will these matters be decided at the meeting? 10% of the outstanding Common Shares. A simple majority of the votes cast, by proxy or in person, will constitute approval of each of the matters specified in how do i vote? this Circular. You can own Common Shares of the Bank as a registered or non-registered shareholder. If your shares are not registered how many votes do i have? in your own name, they will be held in the name of a “nomi- Subject to the voting restrictions noted below, you will have nee,” which is usually a trust company, securities broker or one vote for every Common Share of the Bank you own at the other financial institution. If you are a registered shareholder close of business on January 11, 2007, the record date for the eligible to vote, you can vote your shares in person at the meeting. meeting or by proxy, as explained below. If you acquired your shares after the record date, please If your shares are held in the name of a nominee, please see the instructions below under the heading “How can I vote see the instructions below under the headings “How can a non- shares acquired subsequent to the record date?” registered shareholder vote?” and “How can a non-registered shareholder vote in person at the meeting?” Voting restrictions Shares cannot be voted either in person or by proxy if they how can i vote shares acquired subsequent to the record date? are beneficially owned by: To vote shares you acquired as a registered shareholder • the government of Canada or of a province; subsequent to the record date, you must, not later than • the government of a foreign country or of any political 10 days before the meeting: subdivision of a foreign country; • request that the Bank add your name to the voters’ list; • an agency of any of these entities; and • any person who has acquired a significant interest in any • produce properly endorsed share certificates or other- class of shares of the Bank (more than 10% of the class) wise establish that you own the shares. without the approval of the Minister of Finance; or • any person who has a significant interest in any class of If the shares you acquired subsequent to the record date are shares of the Bank (more than 10% of the class) and who not registered in your name, please contact your nominee to has a significant interest in any class of shares of another confirm what arrangements, if any, can be made to allow you widely held bank with equity of $5 billion or more. to vote these shares. Note: Information contained in or otherwise accessible through websites mentioned in this Circular does not form part of this Circular. All references to websites are inactive textual references only. ROYAL BANK OF CANADA SECTION 1 – VOTING INFORMATION 3 Voting by proxy Who counts the votes? Whether or not you attend the meeting, you can appoint Proxies are counted by Computershare Trust Company of someone else to vote for you as your proxyholder. You can Canada, the transfer agent of the Bank. use the enclosed form of proxy, or any other proper form of proxy, to appoint your proxyholder. The persons named in the is my vote confidential? enclosed form of proxy are directors or officers of the Bank. The transfer agent preserves the confidentiality of individual however, you can choose another person or company to be shareholder votes, except (a) where the shareholder clearly in- your proxyholder, including someone who is not a share- tends to communicate his or her individual position to manage- holder of the Bank. You may do so by deleting the names ment, and (b) as necessary to comply with legal requirements. printed on the proxy and inserting another person’s name or the name of a company in the blank space provided, or by how are proxies solicited? completing another proper form of proxy. The solicitation of proxies will be primarily by mail. However, the directors, officers and employees of the Bank may also how will my proxy be voted? solicit proxies by telephone, in writing or in person. The Bank On the form of proxy, you can indicate how you want your may also use the services of outside firms to solicit proxies. proxyholder to vote your shares, or you can let your proxy- The Bank has retained Georgeson Shareholder Communica- holder decide for you.
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