Royal Bank of Canada and the Persons and Companies Listed in Annex A – s. 5.1 of OSC Rule 48-501 Trading During Distributions, Formal Bids and Share Exchange Transactions

Headnote

Application for a decision, pursuant to section 5.1 of OSC Rule 48-501, exempting the applicants from trading restrictions imposed by sections 2.1(a) and 2.2 of OSC Rule 48-501. Decision granted.

Rules Cited

Ontario Securities Commission Rule 48-501 -- Trading During Distributions, Formal Bids and Share Exchange Transactions.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act") AND ONTARIO SECURITIES COMMISSION RULE 48-501 TRADING DURING DISTRIBUTIONS, FORMAL BIDS AND SHARE EXCHANGE TRANSACTIONS (the "Rule") AND IN THE MATTER OF ROYAL BANK OF CANADA AND THE PERSONS AND COMPANIES LISTED IN ANNEX A (collectively, the "Applicants")

DECISION (Section 5.1 of the Rule)

UPON the Director (as defined in the Act) having received an application (the "Application") from the Applicants for a decision (or its equivalent) pursuant to section 5.1 of the Rule, exempting Royal Bank of Canada (the "Bank"), all affiliates of the Bank (individually, an "Affiliate" and collectively, the "Affiliates"), including the Applicants, and any person or company that is an insider of the Bank (individually, an "Insider" and collectively, the "Insiders"), as applicable, from the trading restrictions imposed on issuer-restricted persons by section 2.2 of the Rule, and exempting the RBC Dominion Securities Inc. ("RBC Dominion") and RBC Capital Markets, LLC ("RBCCM", and together with RBC Dominion, the "Restricted Dealers") from certain trading restrictions imposed upon dealer-restricted persons by section 2.1 of the Rule;

AND UPON considering the Application and the recommendation of staff of the Ontario Securities Commission (the "Commission");

AND UPON the Applicants having represented to the Director that:

Background of the Applicants

1. The Bank is a Schedule I bank under the Bank Act (Canada). The principal executive offices of the Bank are located at Royal Bank Plaza, 200 Bay Street, Toronto, Ontario, M5J 2J5. The Bank's head office is located at 1 Place Ville Marie, Montreal, Québec, H3C 3A9. The common shares of the Bank ("RBC Shares") are listed for trading on both the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE").

2. Each of the Applicants other than the Bank is a direct or indirect wholly-owned subsidiary of the Bank.

3. The Bank and RBC Dominion effect trades in RBC Shares for their own accounts and for the accounts of their customers, for the purpose of hedging positions (or adjusting or liquidating existing hedge positions) of the Bank, the Affiliates and of their customers. In addition, to hedge its economic exposure arising from the issuance of structured notes that it may issue from time to time and that are linked to baskets or indices that include RBC Shares, the Bank enters into hedging transactions in RBC Shares at the time of the issuance of the structured notes and over the life of such structured notes.

4. RBC Dominion is the designated market maker on the TSX for certain exchange-traded funds ("ETFs") that are index-based and also trades certain ETFs that are index-based and include RBC Shares. The traded ETFs for which RBC Dominion is not the market maker generally consist of 10 or more securities and RBC Shares comprise less than 10% of the value of each such ETF. These ETFs are listed solely on Canadian exchanges and are comprised exclusively of Canadian securities. In order to appropriately hedge its positions in ETFs for which RBC Dominion acts as a market maker, RBC Dominion will effect trades in the securities that are components of the applicable ETFs, including RBC Shares. In addition, RBC Dominion solicits and effects trades in RBC Shares in order to appropriately adjust RBC Dominion's proprietary index-related portfolio in response to changes in the applicable indices.

5. During the restricted period (the "Restricted Period") that will apply to RBC Shares in connection with the distribution of RBC Shares that is to be made by the Bank as consideration for the securities of City National Corporation ("City National") that the Bank will acquire in the course of its proposed acquisition of City National (the "Proposed Acquisition"), as more particularly described below, these hedging and other transactions will be effected exclusively on the TSX or other exchanges or automated trading systems ("ATSs") in Canada, and all such transactions will be entered into in the ordinary course of business and not in the contemplation or facilitation of the Proposed Acquisition.

6. The Bank and certain of its Affiliates, including the Applicants indicated by a checkmark under the column "Dealer" in Annex A (collectively, the "Dealers", and the Dealers, excluding the Restricted Dealers, collectively, the "Non-Restricted Dealers" and each individually, a "Non-Restricted Dealer"), engage in discount brokerage and/or full-service brokerage activities for their customers through ordinary customer facilitation and related services. The discount brokerage division engages only in unsolicited brokerage activities, while the full service brokerage division provides additional services, including discussions with customers regarding investment strategies (including with respect to RBC Shares) and solicited and unsolicited brokerage activities. The Dealers also effect transactions in RBC Shares for their own principal accounts in order to facilitate unsolicited customer transactions. The Dealers may accomplish these activities by engaging in direct buying and selling of RBC Shares or relaying buy and sell orders for RBC Shares to unaffiliated third parties. These activities are conducted primarily in Canada, except that these transactions may be routed to RBC subsidiaries in the United States for best execution considerations. Additionally, certain of the Dealers in the United States engage in unsolicited brokerage activities of the kind described above with their customers and related trades may be effected on the NYSE, the TSX, other exchanges or an ATS.

7. The Dealers also engage in discount brokerage and full-service brokerage activities for their customers through ordinary customer facilitation and related services. The Dealers may accomplish these activities by engaging in direct buying and selling of RBC Shares or relaying buy and sell orders for RBC Shares to Pershing LLC or unaffiliated third parties.

8. The Bank and certain Affiliates, including the Applicants indicated by a checkmark under the column "Asset Manager" in Annex A (individually, an "Asset Manager" and collectively, the "Asset Managers"), each provides advisory or sub-advisory services on a discretionary basis to clients who have granted the Asset Managers discretionary investment authority over the assets in the clients' accounts (including clients' accounts that are pooled investment funds) (each, a "Managed Account") and who have consented, in writing, to allow the Asset Managers to exercise such discretionary investment authority to purchase RBC Shares on behalf of the Managed Accounts.

9. The Bank and certain Affiliates, including the Applicants indicated by a checkmark under the column "Investment Fund Manager" in Annex A (individually, an "IFM" and collectively, the "IFMs"), each manages investment funds that have an Independent Review Committee (an "IRC"), which has approved the purchase of RBC Shares in the ordinary course (which would include the time period that would fall during the Restricted Period) in accordance with either section 6.2 of National Instrument 81-107 -- Independent Review Committee for Investment Funds or the terms and conditions of exemptive relief that has been granted by the Commission (each, an "Authorized RBC Fund").

10. The Asset Managers and the IFMs manage assets of certain mutual funds, exchange-traded funds, pooled funds, individuals and other institutional accounts (such as corporations, trusts, pension plans, foundations, not-for-profit organizations and other affiliated and third-party investment management firms) (i.e., the Managed Accounts and the Authorized RBC Funds). As part of their ordinary investment management activities on behalf of the Managed Accounts or the Authorized RBC Funds, the Asset Managers and the IFMs, as applicable, may buy and sell RBC Shares for certain of the Managed Accounts or Authorized RBC Funds. Transactions undertaken by the Asset Managers and IFMs may be routed through certain Affiliates, including the Dealers, or to unaffiliated third parties, at the direction of the applicable Asset Manager.

11. The Bank and certain Affiliates, including the Applicants indicated by a checkmark under the column "Plan Facilitator" in Annex A (individually, a "Plan Facilitator" and collectively, the "Plan Facilitators"), each purchases RBC Shares on a regular basis on behalf of (i) persons or companies (including persons or companies that are insiders of the Bank (individually, an "Insider" and collectively, the "Insiders")) who are participants in a pension, benefit, incentive, compensation or other similar plan of the Bank or an Affiliate, the awards granted under which may be settled in whole or in part in RBC Shares, including those plans listed in Annex B (individually, an "Employee Plan" and collectively, the "Employee Plans"); or (ii) the Managed Accounts, Authorized RBC Funds or Insiders that are participants in the dividend reinvestment plan of the Bank available in respect of the RBC Shares and the preferred shares of the Bank (the "DRIP", and together with the Employee Plans, the "Plans").

12. The Employee Plans are voluntary-participation savings programmes sponsored and administered by the Bank that are available to the employees of the Bank and the Affiliates. Plan participation is by way of pre-determined payroll deductions, and awards granted under the Employee Plans are subject to maturity and vesting restrictions. The Bank's obligation under the Employee Plans to deliver RBC Shares is satisfied through purchases on the secondary market and by issuance from treasury. Each of the Employee Plans is an automatic securities purchase plan for purposes of Part 5 of NI 55-104 -- Insider Reporting Requirements and Exemptions ("NI 55-104").

13. The Bank operates the DRIP to provide common and preferred shareholders with a means to receive additional common shares rather than cash dividends. The plan is only open to shareholders residing in Canada and the United States. The requirements of the DRIP are satisfied either through open market share purchases of RBC Shares by RBC Dominion or through issuance of RBC Shares from treasury.

14. The Plan Facilitators, from time to time, purchase RBC Shares on the open market to facilitate the grant of awards or exercises pursuant to the terms of the Employee Plans or in lieu of cash dividends under the DRIP. In respect of the Employee Plans, the Plan Facilitators make the purchases on a regular basis, depending on the applicable Employee Plan, solely to satisfy the Bank's obligation to deliver shares based on pre-determined payroll deductions of the employee or grants and exercise under the Plans. All purchases of RBC Shares by the Plan Facilitators in connection with the Plans are in accordance with the terms and conditions of the applicable Plan.

15. The Bank and certain Affiliates, including the Applicants indicated by a checkmark under the column "Banking Entity" in Annex A (individually, a "Banking Entity" and collectively, the "Banking Entities"), each provides retail and commercial banking services to its customers and engages in the marketing and sale of investment products to its customers, including funds that may hold RBC Shares. In addition, certain of the Banking Entities provide investment advice and financial planning guidance to banking customers, and such advice and guidance may include information that would assist customers in determining whether to purchase or sell RBC Shares. The transactions that may result from these market activities are effected on the TSX, the NYSE or other equity markets.

16. The Bank and certain Affiliates, including the Applicants indicated by a checkmark under the column "Trustee" in Annex A (individually, a "Trustee" and collectively, the "Trustees"), each acts as trustees, corporate service providers, administrators, executors or personal representatives of estates and trusts ("Estates and Trusts"). As part of their responsibilities, the Trustees sell RBC Shares already held by Estates and Trusts and purchase RBC Shares on a limited basis where permitted under applicable laws and with any required consents. Such activities are conducted in accordance with the Trustees' fiduciary duty to act in a manner that is in the best interests of the beneficiaries or grantors and to deal fairly, honestly and in good faith in doing so. The transactions that may result from these market activities may occur through the TSX and other equity marketplaces and in the United States on the NYSE.

17. The Bank and certain Affiliates, including the Applicants indicated by a checkmark under the column "Custodian" in Annex A (individually, a "Custodian" and collectively, the "Custodians"), each engages in the provision of custody services, including the settlement of trades in RBC Shares, which clients or third parties authorized by clients to operate their accounts, such as a client's investment advisor or manager, arrange to be executed with a third-party broker. In connection with such custody services, a Custodian may also perform ancillary services, such as acting as a trustee and purchasing or selling RBC Shares upon the direction of their clients or the clients' investment advisors or managers (which may include effecting purchases or sales of shares in accordance with trustee's fiduciary obligations). Any purchases or sales of RBC Shares that a Custodian may engage in as a trustee are incidental to their function of providing custodial services to their clients. The Custodians do not have any discretion as to such purchases or sales and execute transactions either in accordance with their fiduciary obligations (as trustees) or upon specific directions of clients or their portfolio managers. The transactions that may result from these market activities may be effected on the TSX and other equity marketplaces and in the United States through the NYSE.

18. The Bank and certain Affiliates, including the Applicants indicated by a checkmark under the column "Securities Lending Agent" in Annex A (the "SLAs"), each borrows and lends securities, including RBC Shares, from and to customers as part of stock lending transactions in the ordinary course of business. In some circumstances, a customer may purchase RBC Shares from a third party in anticipation of lending them to an SLA, or a customer may arrange for a third party to purchase RBC Shares after the customer has borrowed them from an SLA. In addition, certain subsidiaries of the Bank accept RBC Shares as collateral for loans. In the event that the borrower defaults on a loan, such collateral may be foreclosed on and in some circumstances disposed of, including by selling it in the market. The transactions that may result from these market activities may be effected on the TSX and other equity marketplaces, and in the United States through the NYSE.

19. The activities of the SLAs do not constitute bids for, purchases of or inducements to make bids for or purchases of RBC Shares in the traditional sense. Nonetheless, in some circumstances (1) the activities of the SLAs may be deemed to be attempts to induce a bid or purchase because a customer may purchase RBC Shares from a third party in anticipation of lending them to an SLA, or a customer may arrange for a third party to purchase RBC Shares after the customer has borrowed them from an SLA; and (2) the activities of the SLAs may be deemed to be attempts to induce a bid or purchase because the SLA may foreclose on collateral that includes RBC Shares and dispose of it, including by selling it in the market.

Ordinary Course Investment Activities by Insiders

20. An Insider may purchase RBC Shares upon the exercise of their stock options and sell RBC Shares to fund the exercise price. The vesting schedule of the stock options is pre-determined pursuant to the terms of the applicable Employee Plan. Insiders may also request an increase in their contributions or allocations to the applicable Employee Plans or effect transfers of existing investments into an investment in RBC Shares, and such activities may result in the bidding for or purchase of RBC shares by such Insiders.

21. An Insider but who is not a reporting insider of the Bank (as that term is defined in NI 55-104) (individually, a "Non-Reporting Insider" and collectively, the "Non-Reporting Insiders") may, in the normal course, transact in RBC Shares in personal investment accounts in furtherance of their personal investment objectives. Such transactions are completed on an individual basis, outside of any Employee Plans or other plans sponsored by the Bank or an Affiliate and are subject to relevant "black-out periods" and restricted periods, as applicable, under the Bank's policies and procedures respecting information barriers and personal trading.

Normal Course Issuer Bid

22. The Bank operates a normal course issuer bid ("NCIB") to repurchase RBC Shares for cancellation through the TSX, the NYSE and other designated exchanges and published markets in both Canada and the United States. The Bank's NCIB is in compliance with the securities laws of Canada and the United States, as well as the rules of the TSX. These rules are in place to prevent NCIBs from abnormally influencing the market price of an issuer's shares. The Bank is subject to annual and daily share repurchase limits in respect of its NCIB. Over a 12-month period, total shares repurchased must not exceed the greater of (i) 10% of the public float and (ii) 5% of common shares issued and outstanding. The Bank strictly abides by this daily repurchase limit. In addition, share repurchases made by the Bank must be made at a price which is not greater than the last independent trade of a board lot. RBC Dominion has built NCIB-specific trading algorithms to ensure that NCIB repurchases are made at a price that is not greater than the last independent trade of a board lot. During the Restricted Period, the Bank will conduct repurchases under its NCIB only in accordance with the terms and conditions set out in this Decision.

Information Barriers

23. The Bank has established information barrier policies and procedures ("Information Barriers P&P") to prevent material non-public information from passing between the sales/trading areas and other areas of the Bank and the Affiliates. Accordingly, during restricted periods prior to announcements of earnings results or other material developments that have not yet become public, the Bank's traders and sales force who conduct trading activities are generally able to continue their market activities, although senior management may restrict such activities in extraordinary circumstances. The Bank will continue to maintain these policies and procedures during the distribution related to the Proposed Acquisition.

The Proposed Acquisition of City National

24. On January 22, 2015, the Bank, City National and RBC USA Holdco Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of the Bank ("HoldCo") entered into an agreement and plan of merger (the "Merger Agreement") pursuant to which the Bank will acquire City National. Under the Merger Agreement, City National will merge with HoldCo, with HoldCo surviving the merger.

25. Headquartered in Los Angeles, City National serves high net worth and commercial clients across a number of large U.S. metropolitan areas, including New York, Los Angeles, the San Francisco Bay Area and Orange County. Founded in 1954, City National's commercial banking specialties include servicing the entertainment industry and the technology and health care segments.

26. In connection with the Proposed Acquisition, City National's common stockholders will be entitled to elect to receive the consideration in cash or RBC Shares, subject to proration, equalizations and certain other limitations set forth in the Merger Agreement.

(a) Each share of City National common stock that is converted into the right to receive cash consideration will receive an amount in cash equal to the "Per Share Amount." The Per Share Amount will be calculated by dividing the "Closing Transaction Value" by the number of shares of City National common stock outstanding at completion of the Proposed Acquisition. Subject to certain adjustments and limitations as set forth in the Merger Agreement, the Closing Transaction Value represents an aggregate value, calculated by adding (1) the aggregate cash included in the Proposed Acquisition ($94.50 multiplied by 50% of the number of shares of City National common stock outstanding at completion of the Proposed Acquisition (subject to certain adjustments)) and (2) the aggregate number of RBC Shares included in the Proposed Acquisition (41,358,212, as increased based on increases in City National shares permitted to be issued following execution of the merger agreement and decreased by shares of City National, if any, cancelled in connection with the Proposed Acquisition) multiplied by the volume weighted average RBC Share price for the 10 trading days preceding the day of completion of the Proposed Acquisition.

(b) Each share of City National common stock that is converted into the right to receive stock consideration will receive a number of RBC Shares equal to the Per Share Amount divided by the volume weighted average RBC Share price for the 10 trading days preceding the date of completion of the Proposed Acquisition.

27. The Proposed Acquisition is subject to the approval of City National stockholders. City National plans to mail the proxy statement/prospectus to its common stockholders as soon as practicable following the declaration of effectiveness of the registration statement referred to below, and the meeting of City National's stockholders to vote on whether to approve the Proposed Acquisition is expected to occur between 10 and 60 business days from the date of such mailing.

28. The RBC Shares to be delivered in the Proposed Acquisition distribution will be registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, pursuant to a registration statement on Form F-4. An application will be made to list on the TSX and the NYSE the RBC Shares issuable in the Proposed Acquisition and upon exercise of converted City National stock options.

Trading Restrictions in Connection with the Proposed Acquisition

29. As a result of the pending distribution of RBC Shares that is to be made by the Bank as consideration for City National's common stock (the "Merger Distribution"), each Applicant, each other Affiliate and each Insider will be an "issuer-restricted person" and, accordingly, subject to the trading restrictions that are imposed on issuer-restricted persons by section 2.2 of the Rule (the "IRP Trading Restrictions") during the Restricted Period.

30. As a result of the Merger Distribution, each Restricted Dealer will also be a "dealer-restricted person" and, accordingly, also subject to the trading restrictions that are imposed on dealer-restricted persons by section 2.1 of the Rule during the Restricted Period.

31. The Restricted Period will begin on the date of dissemination of the proxy circular referred to above and end on the date on which the Proposed Acquisition is approved by the shareholders of City National or the Proposed Acquisition is terminated.

32. The RBC Shares meet the requirements in the Rule to be considered a "highly-liquid security".

Effects of the Trading Restrictions on the Bank, the Affiliates and the Insiders

33. In the absence of the exemption from the IRP Trading Restrictions that has been sought on behalf of the Asset Managers pursuant to the Application, an Asset Manager would be unable to continue bidding for and purchasing RBC Shares, or to attempt to induce or cause any person or company to purchase RBC Shares, on behalf of Managed Accounts during the Restricted Period.

34. In the absence of the exemption from the IRP Trading Restrictions that has been sought on behalf of the IFMs pursuant to the Application, an IFM would be unable to continue bidding for and purchasing RBC Shares, or to attempt to induce or cause any person or company to purchase RBC Shares, on behalf of Authorized RBC Funds during the Restricted Period.

35. In the absence of the exemptions sought by the Asset Managers and the IFMs pursuant to the Application, an Asset Manager or an IFM may be precluded from discharging its fiduciary obligations to a Managed Account or to an Authorized RBC Funds, as applicable, in accordance with their investment objectives during the Restricted Period even though RBC Shares are a highly-liquid security.

36. In the absence of the exemption from the IRP Trading Restrictions that has been sought by the Plan Facilitators pursuant to the Application, a Plan Facilitator would be unable to continue bidding for or purchasing RBC Shares on behalf of an Insider, a Managed Account, or an Authorized RBC Fund, as applicable, or to attempt to induce or cause any person or company to purchase RBC Shares, to facilitate the fulfilment of the obligations of the Bank to deliver RBC Shares in accordance with the terms and conditions of the relevant Plan during the Restricted Period.

37. In the absence of the exemption from the IRP Trading Restrictions that has been sought by the Banking Entities, Trustees and Custodians pursuant to the Application, a Banking Entity, a Trustee or a Custodian, as the case may be, would be unable to continue bidding for and purchasing RBC Shares, or to attempt to induce or cause any person or company to purchase RBC Shares, in connection with providing ordinary course banking and financial services to its customers during the Restricted Period.

38. In the absence of the exemption from the IRP Trading Restrictions that has been sought by the SLAs pursuant to the Application, an SLA would be unable to continue bidding for and purchasing RBC Shares, or to attempt to induce or cause any person or company to purchase RBC Shares, incidental to providing ordinary course securities lending and borrowing services to its customers during the Restricted Period.

39. In the absence of the exemption from the IRP Trading Restrictions that has been sought on behalf of the Insiders pursuant to the Application, an Insider would be unable to continue bidding for and purchasing RBC Shares, or to attempt to induce or cause any person or company to purchase RBC Shares, in accordance with the terms and conditions of the Plans during the Restricted Period.

40. In the absence of the exemption from the IRP Trading Restrictions that has been sought on behalf of the Non-Reporting Insiders pursuant to the Application, a Non-Reporting Insider would be unable to continue bidding for and purchasing RBC Shares, or to attempt to induce or cause any person or company to purchase RBC Shares, for the account of such Non-Reporting Insider or an account over which such Non-Reporting Insider exercises direction or control during the Restricted Period.

41. In the absence of the exemption from the IRP Trading Restrictions that has been sought by the Non-Restricted Dealers pursuant to the Application, a Non-Restricted Dealer would be unable to continue bidding for and purchasing RBC Shares, or to attempt to induce or cause any person or company to purchase RBC Shares, in connection with the provision of ordinary course market making, trading facilitation, hedging, index-related adjustments or brokerage services during the Restricted Period.

42. In the absence of the exemption from the IRP Trading Restrictions that has been sought by the Bank pursuant to the Application, the Bank would be unable to continue bidding for and purchasing RBC Shares, or to attempt to induce or cause any person or company to purchase RBC Shares, in connection with its NCIB during the Restricted Period.

43. Although a Restricted Dealer will be able to bid for and purchase RBC Shares and related derivatives for its own account or for accounts over which it exercises control or direction, or to attempt to induce or cause any person or company to purchase RBC Shares, during the Restricted Period in reliance upon the exemption for a highly-liquid security that is available pursuant to subsection 3.1(1)(b) of the Rule, in the absence of the exemption from section 2.1 of the Rule that has been sought by the Restricted Dealers pursuant to the Application, it will be unable to purchase RBC Shares on behalf of the Bank, the Affiliates or the Insiders in connection with a Managed Account, an Authorized RBC Fund, a Plan or the provision of banking and financial services in the ordinary course, incidental to provision of securities lending and borrowing services in the ordinary course, or in connection with the Bank's NCIB, as the case may be.

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

IT IS THE DECISION of the Director pursuant to section 5.1 of the Rule that for purposes of the Proposed Acquisition, the following are exempt from section 2.2 of the Rule:

(a) the bidding for or the purchasing of RBC Shares by an Asset Manager on behalf of a Managed Account;

(b) the bidding for or the purchasing of RBC Shares by an IFM on behalf of an Authorized RBC Fund;

(c) the bidding for or the purchasing of RBC Shares by a Plan Facilitator on behalf of an Insider that is a participant in an Employee Plan or a Managed Account, an Authorized RBC Fund or an Insider that is a participant in the DRIP, in each case in accordance with the terms and conditions of the relevant Plan;

(d) the bidding for or the purchasing of RBC Shares by a Banking Entity in connection with the provision of retail and commercial banking services;

(e) the bidding for or the purchasing of RBC Shares by a Trustee in connection with the provision of trusteeship services, corporate services, or administration, execution and personal representation of estates and trusts services;

(f) the bidding for or the purchasing of RBC Shares by a Custodian in connection with the provision of custody services;

(g) the bidding for or the purchasing of RBC Shares by an SLA in connection with the provision of securities lending and borrowing services;

(h) the bidding for or the purchasing of RBC Shares by an Insider in accordance with the terms of a Plan;

(i) the bidding for or the purchasing of RBC Shares by a Non-Reporting Insider for the account of such Non-Reporting Insider or an account over which such Non-Reporting Insider exercises direction or control;

(j) the bidding for or the purchasing of RBC Shares by a Non-Restricted Dealer in connection with the provision of market making, trading facilitation, hedging, index-related adjustments or brokerage services;

(k) the bidding for or the purchasing of RBC Shares by the Bank in connection with the Bank's NCIB; and

(l) any activities conducted by the Bank, any Affiliate or any Insider that may be considered an attempt to induce or cause any person or company to purchase RBC Shares in furtherance of any of the activities or actions set out in Paragraphs (a) to (k) above.

IT IS ALSO THE DECISION of the Director pursuant to section 5.1 of the Rule that for the purposes of the Proposed Acquisition, the Restricted Dealers are exempt from section 2.1 of the Rule in respect of certain limited, ordinary course trading activities during the Restricted Period, namely, the bidding for or the purchasing of RBC Shares:

(a) for the account of an Insider when such bid or purchase is made in accordance with the terms and conditions of a Plan;

(b) for the account of a Non-Reporting Insider or an account over which a Non-Reporting Insider exercises direction or control;

(c) for the account of the Bank in connection with the Bank's NCIB; and

(d) for the account of the Bank, any Affiliate or any Insider in furtherance of any trade for which the Director has granted exemption from section 2.2 of the Rule for purposes of the Proposed Acquisition.

March 16, 2015

ANNEX A

APPLICANTS

ANNEX B

PLANS