Royal Bank of Canada announces Japanese Yen NVCC subordinated debenture issue

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TORONTO, July 10, 2025 /CNW/ - Royal Bank of Canada (TSX:RY) (NYSE:RY) today announced a private placement offering of JPY 26 billion of non-viability contingent capital (NVCC) subordinated debentures ("the Notes") through its European Programme for the Issuance of Securities.

The Notes bear interest at a fixed rate of 1.963 per cent per annum (paid semi-annually) until July 17, 2030 and at the 5 year Tokyo Overnight Average Rate (TONA) mid-swap rate plus 1.02 per cent thereafter until their maturity on July 17, 2035 (paid semi-annually). The expected closing date is July 17, 2025. RBC Capital Markets and Nomura International are acting as lead managers on the issue.

The bank may, at its option and with the prior approval of the Office of the Superintendent of Financial Institutions, redeem the Notes at any time on or after July 17, 2030, in whole but not in part, at par plus accrued and unpaid interest, on not less than 30 days' and not more than 60 days' notice to registered holders.

Net proceeds from this transaction will be used for general business purposes. The Notes are expected to qualify as Tier 2 capital of RBC for regulatory purposes.

Disclaimers

The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly in the United States or to, or for the account or benefit of, a "U.S. person" (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. This press release does not constitute an offer to sell or a solicitation to buy securities in the United States or in any other jurisdiction where such offer or solicitation would be unlawful.

United Kingdom Markets in Financial Instruments Regulation ("UK MiFIR") professionals / eligible counterparties-only / No European Union or United Kingdom Packaged Retail and Insurance-based Investment Products key information document ("KID") – Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No KID has been prepared as not available to retail in European Economic Area or the United Kingdom.

This document is being distributed only to, and is directed only at, persons who: (i) are outside the United Kingdom, or (ii) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"), or (iii) are high net worth entities and other persons to whom it may lawfully be communicated falling within Article 49(2)(a) to (d) of the FPO (all such persons together being referred to as "relevant persons").

Any investment activity to which this document relates will only be available to, and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act on or rely on this document or any of its contents.

Sales in Japan to Qualified Institutional Investors only.

For further information, please contact:

Investor Contact:

Asim Imran, Investor Relations, [email protected], 416-955-7804

Media Contact:

Tracy Tong, Financial Communications, [email protected], 416-655-1915

SOURCE Royal Bank of Canada

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