Royal Bank of Canada announces conversion privileges of NVCC Non-Cumulative 5-Year Rate Reset First Preferred Shares Series AZ

TORONTO, April 12, 2019 /CNW/ - Royal Bank of Canada (RY on TSX and NYSE) today announced that it does not intend to exercise its right to redeem all or any part of the currently outstanding Non-Viability Contingent Capital (NVCC) Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series AZ (the "Series AZ shares") on May 24, 2019. There are currently 20,000,000 Series AZ shares outstanding.

Subject to certain conditions set out in the prospectus supplement dated January 23, 2014 relating to the issuance of the Series AZ shares, the holders of the Series AZ shares have the right to convert all or part of their Series AZ shares, on a one-for-one basis, into NVCC Non-Cumulative Floating Rate First Preferred Shares, Series BA (the "Series BA shares") on May 24, 2019. On such date, holders who do not exercise their right to convert their Series AZ shares into Series BA shares, will continue to hold their Series AZ shares. The foregoing conversion rights are subject to the following:

i.	if Royal Bank of Canada determines that there would be less than 1,000,000 Series BA shares outstanding after taking into account all shares tendered for conversion on May 24, 2019, then holders of Series AZ shares will not be entitled to convert their shares into Series BA shares, and
ii.	alternatively, if Royal Bank of Canada determines that there would remain outstanding less than 1,000,000 Series AZ shares after May 24, 2019, then all remaining Series AZ shares will automatically be converted into Series BA shares on a one-for-one basis on May 24, 2019.

In either case, Royal Bank of Canada will give written notice to that effect to holders of Series AZ shares no later than May 17, 2019.

The dividend rate applicable for the Series AZ shares for the 5-year period from and including May 24, 2019 to but excluding May 24, 2024, and the dividend rate applicable to the Series BA shares for the 3-month period from and including May 24, 2019 to but excluding August 24, 2019, will be determined and announced by way of a press release on April 24, 2019.

Beneficial owners of Series AZ shares who wish to exercise their conversion rights should instruct their broker or other nominee to exercise such rights during the conversion period, which runs from April 24, 2019 until 5:00 p.m. (EST) on May 9, 2019.

Inquiries should be directed to Shareholder Relations Officer, Shirley Boudreau, at 416-955-7806.

SOURCE Royal Bank of Canada

Investor Contacts: Shirley Boudreau, Shareholder Relations, 416-955-7806, [email protected]; Asim Imran, Investor Relations, 416-955-7804, [email protected]; Media contact: Ka Yan Ng, Corporate Communications, 416-974-3058, [email protected]