ROYAL BANK OF CANADA Underwriting AgreementUnderwriting Agreement • January 27th, 2016 • Royal Bank of Canada • Commercial banks, nec • New York
Contract Type FiledJanuary 27th, 2016 Company Industry JurisdictionRoyal Bank of Canada, a Canadian chartered Bank (the “Bank”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom RBC Capital Markets, LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC are acting as representatives (collectively, the “Representatives”), $1,500,000,000 aggregate principal amount of the Bank’s 4.650% Non-Viability Contingent Capital Subordinated Notes due 2026 (the “Offered Securities”), which automatically and immediately convert into common shares of the Bank (“Common Shares”)