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AGM 2023

Apr 5, 2023

Kim Ulmer
Regional President, Royal Bank of Canada

Good evening, and welcome to the 2023 RBC Annual Special Meeting of Common Shareholders. I am Kim Ulmer, RBC Regional President for Manitoba, Saskatchewan, Nunavut, and Northwestern Ontario. We gather today on the traditional lands of Treaty Six territory, the original lands of the Cree, Saulteaux, Dene, Dakota, Lakota, and Nakoda Nations, and the homeland of the Métis people. Because we're also in a virtual environment today, I encourage everyone attending to also acknowledge the land that they are currently situated on. Growing up in a farming community in southeast Saskatchewan, I saw firsthand how this land gives life. I saw how the flaxseed, pulses, and wheat can nourish a community and feed the world. I experienced how this land serves as a gathering place for community, both in times of celebration and loss, prosperity and hardship.

Visiting sacred Wanuskewin earlier this week, I saw how this land can be a place for identity, spirituality, and renewal. I see how cities built on this land can welcome diverse voices from every corner of the globe as a place for ideas and a place to call home. As a settler on these lands, I offer my gratitude to the First Peoples. At RBC, we are committed to moving forward with the Indigenous peoples in the spirit of reconciliation and respect. The journey of reconciliation takes accountability for our difficult past, and it acknowledges our responsibilities for shining our light on the truth. It also inspires us to move toward the horizon with commitment, compassion, and hope in our hearts. We have a more prosperous and thriving world when we choose to advocate for belonging for all people.

For me, personally, I want you to listen to the stories and learn from the mistakes of the past how we create a better future. Thank you to Indigenous Peoples for the privilege of being here today. I would now like to introduce Kathleen Taylor, Chair of the Board of the Royal Bank of Canada.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you very much, Kim, and good morning, ladies and gentlemen.

Karen McCarthy
Senior Vice-President, Associate General Counsel, and Secretary, Royal Bank of Canada

Ladies and gentlemen, hello, and welcome to the Annual and Special Meeting of Common Shareholders and our First Preferred Shareholders.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Welcome to our Annual and Special Meeting of Common Shareholders, and to our special meeting for First Preferred Shareholders. I'm Kathleen Taylor, and I have the privilege of being the Chair of the Board of Royal Bank of Canada. We are delighted that so many of you could join us here in Saskatoon today, and many more are with us on the webcast. It's great to see so large turn out in person, both in the Adam Ballroom and in the William Pascoe at the historic Delta Bessborough Hotel. In 2019, we held our annual meeting in Halifax, and the last time we were out west was in Calgary in 2013. This is the first time that we have held our shareholder meeting here in Saskatoon. We thank the people of Saskatoon for their extremely warm welcome.

As notice of the meeting has been duly given and a quorum of common shareholders is present, I call the annual and special meeting of common shareholders to order. Quorum for this special meeting of first preferred shareholders is not present. Unfortunately, we've been informed by our third-party service provider that a number of voting instruction forms were mailed late to certain first preferred shareholders. We will therefore adjourn the special meeting of first preferred shareholders to May 2, 2023 in Mississauga, Ontario. First preferred shareholders who have already forwarded their voting instructions to the Bank will not need to do so again. In addition, in order for all first preferred shareholders to have time to exercise their voting rights, the deadline for submitting voting instruction forms will be extended until April 27, 2023 at 1:00 P.M. Eastern Time.

For more information about this reconvened meeting of first preferred shareholders, we invite you to visit our investor relations website at rbc.com.

Karen McCarthy
Senior Vice-President, Associate General Counsel, and Secretary, Royal Bank of Canada

As usual, the meeting will be conducted in English and in French.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

In English and in French. Karen, could you please explain how participants may select the language of their choice, depending on whether they're attending the meeting in person or online?

Kim Ulmer
Regional President, Royal Bank of Canada

Good morning. If you are attending the meeting in person and would like a translation headset, please raise your hand, and an attendant will assist you. English is on channel two and French on channel 11. Sorry, channel 10. Online, you may choose the language of the meeting by selecting the English, French, or original broadcast below your player. If you select the original broadcast, you will hear the original language spoken without any translation. Closed captioning is available on all broadcasts. If you are listening by telephone and wish to change languages, you must hang up and dial back in using the phone number which corresponds to the language of your choice, as indicated on our website and on page 14 of the circular.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Karen. This morning I'm accompanied on stage by Dave McKay, President and Chief Executive Officer, and Karen McCarthy, Associate General Counsel and Secretary. I will act as Chair of the meeting, and Karen will be our secretary. Tara Zralison and Pina Pacifico, officers of our transfer agent, Computershare Trust Company of Canada, will be our scrutineers. Also present today are directors and members of our senior management team. As always, we welcome questions and comments from shareholders and proxy holders. Whether you are attending the meeting in person or online, you can ask questions at one of the microphones in the meeting rooms or submit your questions via the Lumi platform. Participants attending via telephone are in listen-only mode and are not able to ask questions. I'll now ask Karen to explain how to ask questions during the meeting. Karen.

Kim Ulmer
Regional President, Royal Bank of Canada

Shareholders and proxy holders may submit questions in both English and/or in French. If you're attending the meeting in person and wish to ask a question, please proceed to a microphone. When you are called upon, please start by giving your name and tell us whether you are a shareholder or a proxy holder.

Karen McCarthy
Senior Vice-President, Associate General Counsel, and Secretary, Royal Bank of Canada

If you are attending the meeting online and wish to submit a question in writing, select the messaging icon at the top of your screen. Type your question in the Ask a Question box at the bottom of the messaging screen. Then click the Send button. We will read your question at the appropriate time. If you wish to ask a question via live audio, type your phone number in the Ask a Question at the bottom of the messaging screen. Please also type your email address in case we may need to contact you after the meeting, and include the general subject matter of your question if it relates to one of the matters of business in order for you to ask your question at the appropriate time during the meeting. Then click on the Send button. A Lumi representative will dial you into the meeting.

Once you answer the call, you will hear the meeting from your phone. Please mute your computer and listen to the live feed on your phone only. This will prevent any delay or feedback. When called upon to ask your question, you will automatically be unmuted. In order to give all shareholders or proxy holders the opportunity to participate and ask questions, please only ask one question at a time and speak for no more than one minute. You can then re-queue if you have another question. If you are attending the meeting online, we encourage you to submit your questions as early as possible so that we may address them at the right time during the meeting. To ensure a safe and respectful environment for all attendees, objectionable conduct such as verbal harassment, physical aggression, or attempts to disrupt the meeting will not be tolerated.

The chair of the meeting may request that any attendee engaging in objectionable conduct leave or be removed from the meeting. For more information on how this meeting will be conducted, please refer to the rules of conduct which were handed out this morning to participants who joined us in person, and which are available on our website and on the Lumi platform.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Karen. After my introductory remarks this morning, we'll hear from Dave McKay, our President and Chief Executive Officer, followed by the matters of business, including the election of directors and the appointment of our auditor. Common shareholders will be asked to approve a non-binding advisory resolution on our approach to executive compensation. They'll also be asked to consider an ordinary resolution to approve an amendment to the bank's stock option plan to extend the exercise period of stock options that expire during a blackout period or shortly thereafter. Finally, common shareholders will be asked to consider a special resolution to approve an amendment to Bylaw 3 of the bank to increase the maximum aggregate consideration limit for first preferred shares and to modify this limit to only include first preferred shares outstanding at any given time.

We will then consider the shareholder proposals and deal with any other business of common shareholders. We will conclude the meeting with a question period. As mentioned earlier, since the special meeting of preferred shareholders has been adjourned, any matters relating to the special meeting will not be addressed today, but rather at the reconvened meeting on May second, 2023. Please take a moment to review the caution regarding forward-looking statements provided on the screens in the room and online. This caution can also be found on the inside front cover of our proxy circular. At this meeting, we may make forward-looking statements which involve certain assumptions and have inherent risks and uncertainties. Actual results could differ from these statements.

RBC is thrilled to be hosting its first in-person annual meeting in what feels like an eternity. We're so very happy to be doing it right here in Saskatoon. There's something special about the land of the living sky. Look up and you'll see a canvas in constant motion. Yet at the same time, the sky remains instantly recognizable. RBC is a bit like that too. We've been in a state of continuous change well before our feet first touched prairie soil over 100 years ago. We entered the new year as one of the 10 largest banks in the world by market capitalization. We're moving quickly to new frontiers, some that go beyond traditional banking as we know it. Yet we're a familiar face in neighborhoods like Greystone Heights, Lawson Heights, and Stonebridge.

The same is true in dozens of communities across the province, including Prince Albert, where one of our former CEOs, Allan Taylor, was born and raised. Even as RBC builds for the future, we still focus on what matters most, like helping our clients stay confident about their finances, enabling our colleagues to do their best work and be their best selves, investing in the prosperity of our communities and the planet's sustainability, and creating value for our shareholders. In 2022, we generated close to CAD 16 billion in earnings and returned almost half of that back to our common shareholders in the form of dividends. There's another way RBC stands tall, and that is great leadership. Earlier this year, the National Post announced Dave McKay as Canada's outstanding CEO of the year, in large part for taking the bank's performance to what they describe as the next level.

His voice on issues impacting Canadian prosperity, including the transition to net zero, were also cited. Please join me in congratulating Dave on this well-deserved honor. The board plays a central role in supporting the bank's leadership team. Directors regularly review management succession plans for key senior leadership roles. As part of the board's oversight of talent management, directors maintain connection both through special board presentations and dedicated talent sessions. Directors also oversee RBC's work in advancing diversity and inclusion, sustaining employee engagement, and championing employee health and wellness. In 2022, RBC exceeded its goal of new executive appointments of Black, Indigenous, and people of color, advancing over 30% in those roles. Women executives represented 43%, a steady improvement since 2020 when they totaled 36%, but still below our goal of 50%.

The bank's report on employee inclusion considers factors like their psychological safety and sense of belonging. RBC has garnered a score of 82 out of 100 points in both years since this metric was launched. RBC colleagues make up one of the bank's essential and non-negotiable relationships. Clients, suppliers, regulators, and of course, our shareholders are included on that list too. The way in which these relationships are managed helps determine the bank's long-term success. That's why the board measures performance in ways that include but extend beyond financial results. Last year, for instance, the board approved the bank's 2030 interim emission reduction targets for oil and gas, power generation, and automotive. Any great plan requires great stewardship to ensure intended goals are reached within a reasonable time.

As my fellow Director, Jacynthe Côté, says, "It's all about doing the right things the right way." That's why the board monitors and measures management's plans to determine how RBC manages risk and opportunity and reviews the effectiveness of those plans on the business of the bank and our stakeholders. A primary aim is to set RBC up for success in both the near and the long term. Our board shares the same objective for itself. Director composition continuously evolves to ensure we have the capacity to provide insights and expertise in a dynamic and rapidly changing world. Last year's appointment of Mirko Bibic, President and Chief Executive Officer of BCE and Bell Canada, builds on the board's existing strengths and broadens our perspectives.

We'd also like to take a moment to recognize David Denison, who will retire from the board after a decade of remarkable service as a director. After having served as chair of both our Human Resources committee and our Audit committee during his 10 years of service. As you know, we're in the final hours of an orderly transition to replace me as chair. Immediately following the conclusion of today's meeting and effective upon her re-election as an independent director, Jacynthe Côté will become chair of the RBC board, and we will be in great hands. Jacynthe has extensive experiences on both sides of the Atlantic. She served as CEO of Rio Tinto Alcan and is board chair of Hydro-Québec. As an RBC director, Jacynthe has served on our Audit and Risk committees and has chaired our Governance committee.

She understands who we are, what we do, and how we win. Jacinthe, I'm very, very excited for you. I know that under your leadership, best days are yet to come. Serving as your chair has been one of the great privileges of my career. I'm grateful, very grateful for directors past and present who guided RBC through a period of extraordinary growth and transformation. I'm indebted to Dave and his leadership team for an extraordinary 9 years of work together. I'm thankful for all of our colleagues. Your talents and tenacity, devotion, and care never cease to amaze me. We're a more global, more diverse, more innovative bank than when I first became chair. The more things change, the more they stay the same. Our purpose is sacrosanct. Our values are unshakable.

We remain devoted to creating value, standing out for the way we grow, and standing up for those we serve. RBC will continue to reach for what lies beyond the horizon while remaining ever present in your lives. It's who we are. It's as long-lasting as the prairie's living sky. Thank you very much. It's now my pleasure to welcome Dave to the podium. Dave.

Dave McKay
President and CEO, Royal Bank of Canada

Well, thank you, Katie, and welcome everyone to RBC's annual meeting. A visit that's given us the opportunity to connect with many people across this wonderful city. Earlier this week, I spent time with young leaders at the University of Saskatchewan's Indigenous Business Students' Society, and they inspired me with a vision of a Canada that has the full and equal participation of Indigenous people, and where Indigenous entrepreneurs and business owners are driving more growth and innovation across the economy. I also had the chance to catch up with dozens of valued clients, including farmers and food producers from across the province. Over the past few years, I've been learning everything I can about soil and crop sciences, and I enjoyed many insightful conversations about how Canada can become the net zero food supplier of the world.

Of course, I had the pleasure of connecting with our incredible local colleagues who serve our clients in this community so passionately each day. Sharing time with them has demonstrated to me yet again that RBC's best moments happen when our people are together, connecting with those we serve. Saskatoon is known as the City of Bridges for a good reason. The eight bridges that span the South Saskatchewan River represent the city's growth over time, and each new bridge has connected more people, places, and things together. These connections have enabled the passage of ideas, creating opportunities that weren't possible before. Right now, the world needs good ideas more than ever, and the expertise, relationships, and investments to turn them into reality. Canada has no shortage of ideas, but we need greater collaboration in order to make them happen. These are challenging times for many.

Rising food prices and other increases to the cost of living are making it hard for people to make ends meet or save for the future. At the same time, our society is increasingly polarized. The divisions in society and across generations are deepening at a time when coming together has never been more important. We're grappling with all of this in addition to the existential threat of climate change and its impact on every aspect of our lives. If society is to solve these critical challenges, it will need new bridges of hope and opportunity to restore balance in our economy and in our society. At this moment in history, our bank's purpose is more important than ever. The stakeholders we serve across our balanced scorecard, clients, communities, colleagues, and shareholders are looking to RBC for greater leadership and guidance.

This responsibility is what drives us to support new ideas and opportunities that will help grow our economies, solve the difficult societal challenges we're facing, and make a positive difference. Great ideas are coming from clients like Precision AI, a Saskatchewan-based company that's using advanced drones and custom-built artificial intelligence to help farmers make the most sustainable crop production decisions possible right down to each individual plant in their fields. Similarly, DEEP Earth Energy is building a large-scale geothermal power facility in South Saskatchewan. This first-in-Canada plant will power homes and businesses across the province with clean, renewable energy. Today, I will talk more about how RBC is putting ideas into action to help balance short-term prosperity with long-term progress for all those we serve.

Before I speak about where we're headed together, let's briefly discuss what's happening in the global financial landscape and why you should feel confident that RBC and the Canadian financial system remain in a position of strength. The velocity and magnitude of change we've witnessed over the last few years is taking a toll, leaving consumers and businesses with very little time to adjust. Our economy and society at large needs stability and the confidence that comes with it. However, the pandemic has shifted our equilibrium. In response to the global health crisis, monetary policy was used to inject an enormous amount of liquidity into the global banking system. As a result, inflation shot up to levels we hadn't seen in decades. Over the past 12 months, central banks have raised interest rates at a remarkable pace, the steepest climb in more than a generation.

This move is working to get inflation under control, but it's also leading to some of the unintended consequences we saw play out last month. While a handful of banks were exposed, the moves by regulators and governments have helped ward off contagion risks, and a global financial system does not need a full rewiring. Our clients and communities can rest assured that the banking system is stable and resilient. Banking is foundational to the economy, and our job is to effectively balance deposits from savers with loans for borrowers. At its core, we bridge the gap between short and long-term needs. That is what keeps our economy moving. At RBC, we manage our bank to support more than 17 million clients through all credit and economic cycles. We're extremely confident in our bank's financial and strategic strength, our stability, and our ability to manage risk and capital.

RBC has size, scale, and strong liquidity and capital ratios. We are extremely well diversified across our businesses, geographies, and client segments, and our AA rating is among the highest of banks in the world. We've also spent years building our core deposit franchise, both on the consumer side and on the business side. Together with our balance sheet, this gives us the ability to continue to fund loans in the future and drive long-term growth. For more than 150 years, we've led by making sure we do right by our clients and communities. That means listening to those we serve, building products and service to meet their needs, and creating meaningful value for them today and tomorrow. These principles are core to our culture of putting our clients first, something we will never compromise on.

As you've heard me say before, our ambition is to be one of the most respected financial institutions in the world. We ended last year as a top 10 global bank by market capitalization and the highest valued bank on a price-to-book ratio among global banks. In 2022, we generated earnings of CAD 15.8 billion and a return on equity of more than 16%. We delivered nearly CAD 7 billion in dividends to our common shareholders. We also outperformed our global peer average in 3- and 5-year total shareholder return. To start 2023, we're building on this momentum and demonstrating the ongoing resilience of our client-first franchises and diversified business mix.

Our Canadian retail business welcomed 130,000 clients in the first quarter of 2023, adding to the 400,000 who joined RBC in 2022. We also saw a record quarter in our global markets business and our global investment banking ranking moved to its highest place ever. Across all our key regions, we are an all-weather bank with our sights set on growth. Our Canadian franchise is the bedrock of our long-term growth story and position us as a global competitor. We have the number one or two market share in all key product categories, supported by the largest retail network, and we're proud of the deep and trusted client relationships that have helped us get there.

At the same time, we're continuing to prioritize digital experiences that clients truly value, and we've earned industry recognition for it, such as ranking highest in client satisfaction for mobile banking by J.D. Power. Of course, we're extremely proud of our once in a generation deal to acquire HSBC Canada. This is our largest acquisition ever in a market that we know best and gives us the chance to add a complementary business that will take the combined client experience to the next level. The acquisition will position us as a bank of choice for newcomers to Canada and globally connected clients. Upon regulatory approval, our intention is to tap into the strengths of each organization, including the exceptional HSBC Canada employee base, we look forward to welcome them soon. This deal is great for RBC because it's great for Canada.

Our country's economic success depends on access to global markets, both for inbound and outbound investment opportunities. This deal supports those connections and puts more of the Canadian financial sector in Canadian hands. That means more tax revenues will stay in the country and more dividends and capital will go to our clients and shareholders in Canada, including pensioners and retail investors. Because RBC donates 1% of its pre-tax profits each year, more money will go to communities where we live and work. Moving to our second home market, the United States. Our differentiated strategy is working, and our reputation for strength and stability continues to build. We have a long runway ahead of us for premium growth through our corporate, institutional, and high net worth client franchises.

We're a top 10 capital markets business in the United States, continue to deliver notable wins in corporate and investment banking as well as global markets. We're the sixth-largest wealth manager in the country by assets under administration. We continue to add more products and talent to support our growing client base. At City National, we continue to organically grow our core banking business while reinventing our client and operational platform. Finally, in the U.K. and Europe, we have big ambitions for market presence, scale, and value creation for our clients. This has grown with the addition of RBC Brewin Dolphin. Following the successful acquisition, we're now one of the largest wealth managers in the United Kingdom, Ireland, and the Channel Islands. We're able to leverage our global capabilities to deliver leading advice and continue to grow in this marketplace.

Chez RBC, on mise sur les idées.

Speaker 21

Across our bank, RBC is the business of ideas. Building the bank of the future means we're always on the lookout for exciting insights and innovation that will help balance making banking smarter and simpler for our clients. This is all about going beyond what people expect from a bank, bringing extra value through partnership with leading brands like Petro-Canada, Rexall, WestJet, and Metro, and continuing to bring forward the best and most personalized client experiences possible. We do this through the reimagined Vantage banking experience and our Avion Rewards loyalty program, which provide end-to-end digital shopping and commerce that will soon be open to all Canadians, regardless of where they bank. We also deliver insightful data-backed advice that helps clients build confidence and make better decisions, including through our NOMI suite of capabilities or our AI-based Aiden trading platform.

We're continuing to redefine what a bank can do through in-house ventures, including, creating services that are changing the future of home buying or making it just a little bit simpler for entrepreneurs to get their ideas off the ground. I truly believe there is no other large bank in the world that delivers the differentiated client experiences we do at that scale.

Dave McKay
President and CEO, Royal Bank of Canada

In communities around the world, RBC is in a unique position to help make progress possible toward a more inclusive, sustainable, and prosperous future. We add value by bringing our talents, resources, and connections together with others to make positive change. To help put ideas into action, we're focused in areas where we believe we can make the most difference, including fostering financial well-being, advancing diversity, and strengthening inclusion, preparing young people for the challenges they may face tomorrow, and playing a role in the transition to a net zero future. That's why in 2022, we invested more than CAD 154 million globally through cash donations and community investments. Since my earliest days as CEO, there's been one topic that I've spoken about almost more than any other, and that's the challenge of and opportunity of Canada's climate transition.

There's arguably no area where RBC can have a greater impact on this challenge than by partnering with our clients to reduce their emissions. This includes providing advice and solutions that are focused on client-specific needs, as well as sharing ideas and insights that span the economy in different sectors. Over the past year, our bank has made progress on a number of fronts, from advising on large renewable energy projects to supporting clean tech companies taking solutions to the market. A major milestone for RBC last year was the release of our initial set of interim emission targets in three sectors: oil and gas, automotive, and power generation. These targets will help us track and measure how we're doing in working with our clients on their net zero goals and keep us accountable along the way.

Canada and the world are at a critical moment on climate change, and it is imperative for business, government, and society to work together with greater ambition, coordination, and focus. RBC can play a role in this effort, which is why this week we've launched our RBC Climate Action Institute. The institute will bring together industry experts and partners to contribute ideas and inspire action for Canada's net zero journey across sectors like buildings, real estate, energy, and agriculture. We're proud of the progress we've already made working with clients and leaders in the agriculture sector, and we'll continue to engage with these stakeholders to help them apply smart solutions across Canada. As I detailed in The Globe and Mail this week, this is one of Canada's most strategic sectors and part of our national fabric.

Our country exports CAD 75 billion worth of food to hundreds of countries globally each year. A few sectors will be more critical to our economic and net-zero ambitions in the near and long term. Canada can become a sustainable food superpower by doing what farmers do best, balancing economy and ecology, and making decisions today that will serve us well tomorrow and beyond. Saskatchewan's farmers are already leading the way on climate-smart agriculture. Now Canada needs to make bigger and longer-term investments in sustainable agriculture to keep our momentum going. I truly believe that Canada can be the breadbasket for an increasingly hungry world. The idea that our bank can play a role in potentially world-changing projects is why so many RBCers come to work each day. We have lived and led through periods of great change.

Despite the many challenges around us, we strive to be a stabilizing force for those we serve. Throughout our more than 150 years of history, we've seen how powerful ideas and partnerships can be to helping our economy, society thrive and prosper. Fundamentally, we believe that when you turn good ideas into actions, you turn them into something even more powerful. You turn them into progress. I wanna express my heartfelt thanks to our clients, communities, and shareholders for continuing to place their trust and support in us. I want to thank our entire board of directors for their support and guidance, and welcome our soon-to-be new Board Chair, Jacinthe Côté, who will continue to bring her deep and diversified corporate governance and strategy experience to our bank.

I also want to thank Katie Taylor, our outgoing chair, for her years of hard work and dedicated services. Good governance is foundational to successful companies, and Katie has been critical in providing this to RBC for nearly 2 decades. She's been an incredible coach and counselor to many across our bank and a wonderful ambassador for RBC. Most importantly, she's made us better. Thank you, Katie. Lastly, I wanna thank our 97,000 employees around the world. You serve our clients and communities with passion and excellence, and you continue to make RBC what it is today. Thank you very much. Back over to you, Katie.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Dave, for that very inspiring presentation. At this time in the program, I'd like to introduce Claire Cornwall and Lana Mathis, the representatives of PricewaterhouseCoopers, our auditor for the 2022 fiscal year. As indicated in our proxy circular, copies of the auditor's report and the financial statements are included in our 2022 annual report, which can be found on SEDAR and EDGAR, as well as on the websites of RBC and Computershare. Shareholders will now have an opportunity to ask questions on the financial statements. If your question relates to a matter other than the financial statements, please wait until the time provided for shareholder questions following the formal legal business of the meeting. If you have a question on the 2022 financial statements, please proceed to the nearest microphone or submit it online via the Lumi platform.

I see a question at microphone number three. Could you please tell us your name and whether you're a shareholder or proxy holder? Thank you.

Richard Brooks
Climate Finance Director, Stand.earth

Hello. My name is Richard Brooks. I'm the climate finance director with Stand.earth, an NGO that works on protecting our environment, including climate and supporting Indigenous communities in asserting their rights. I am a shareholder. As well as a proxy holder. I want to ask a question about the financial statements. I do wanna say in advance that I think the approach that RBC has taken in terms of segregating hereditary chiefs and elders and climate advocates and their supporters from being in the main meeting space is abhorrent and speaks volumes to the approach that the bank is taking in dealing with these pressing issues. I hope that you receive the message loud and clear today that the bank needs to change and that shareholders support that message being sent. My question is in regards to the credit risk disclosure stated in your financial statements.

Notably, you have increased your risk related to oil and gas in 2022 over 2021 levels, as evidenced on page 71 of your financial statements. In 2022, you are part of a CAD 10 billion loan that was issued to the Canada Development Investment Corporation for the build-out of the Trans Mountain pipeline. You issued that loan at an obscenely low interest rate at 1.85%. That loan has been mostly drawn down. Meanwhile, another one is being negotiated. You're engaged with other oil and gas clients that have significant debt burdens and delayed projects that are not financially viable in the long term. Just yesterday, you were cited in widespread media reports about a lawsuit filed against gas developer Santos and banks financing the Barossa gas project in Australia.

Traditional landowners from the Tiwi Islands named RBC specifically, as well as other banks in that lawsuit. The project has now been suspended by the courts and faces increased costs due to new climate laws being put in place in Australia. This is a clear example of the coming together of climate, regulatory, and human rights risks. These do not appear to have been properly assessed by the bank nor accounted for in the financial statements. My question is, do you feel that assuming more credit risk related to oil and gas is a financially sound approach to managing the business of the bank? Can you explain how you are properly reflecting this in your financial statements and disclosures? Thank you.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Mr. Brooks. On your original comments relative to the meeting, let me just say that we are in a hybrid format. As we know, we have people in two rooms here at the Bessborough Hotel, due to sheer numbers. We have lots of people dialing in and participating on the Lumi platform and we're doing our best to accommodate everyone who would like to participate, excuse me, in this year's annual general meeting. With respect to your comments on the financial statements, they relate more to the business, I think, of the bank. We'll, we can come back to the reflection point.

Ultimately, I think as laid out in many of our documents, including all of our climate disclosures, we've well articulated RBC's approach to managing the energy transition. Which is a balanced approach to not only make sure that the company is looking at the needs of Canadians today as well as the future. We are a huge supporter of an orderly transition, an orderly and just transition in the climate journey. We'll continue to support our clients, do our best on our own admissions, continue to finance green energy, and of course, be a huge advocate for that orderly and just transition that needs to take place. Thank you. Karen, are there any further questions on the Lumi platform?

Karen McCarthy
Senior Vice-President, Associate General Counsel, and Secretary, Royal Bank of Canada

No, we've not received any questions.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you. We'll now proceed with the business of the meeting. You've received the notice of meeting, which outlines the matters to be considered today during the annual and special meeting of common shareholders. The notice of meeting is also included in our proxy circular, which is available on our website and on the Lumi platform. I'll now ask Karen to review the voting procedures. Karen.

Karen McCarthy
Senior Vice-President, Associate General Counsel, and Secretary, Royal Bank of Canada

Thank you. Common shareholders who haven't voted by proxy and proxy holders who are presented receive three ballots at the registration desk. Please print your name clearly and sign each of those ballots. Registered common shareholders and duly appointed proxy holders who are attending online may vote via the Lumi platform. All the meeting resolutions are being displayed on the website. To vote, tap one of the voting options available. Your vote will be automatically submitted to Computershare, our scrutineers, after you click on your choice. Votes may be changed up to the time voting is closed. If you do not press For, Withhold, Against, or Abstain, as applicable when voting is open, your vote will not be recorded and you'll be recorded as having abstained from voting.

The poll will remain open until the chair of the meeting declares voting on a specific matter closed. Votes will be counted by the scrutineers. Preliminary results will be announced later today, and final results will be posted on our website. Only registered shareholders or their proxy holders are entitled to propose motions. A simple majority is required to approve matters voted on at this meeting, except for the special resolution to approve the amendment to Bylaw 3 of the bank, which shall be adopted by at least 2/3 of the votes cast by common shareholders.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Karen. I declare voting on all matters open. To facilitate proceedings today, we've asked a select group of RBC employees who are shareholders or proxy holders to move motions. I'll call on them at the appropriate time. We'll now proceed with the meeting's first item of business, which is the election of directors. Your board places strong emphasis upon the selection of director candidates by assessing the board's existing strengths against the evolving needs of RBC. An important element of our process is ensuring that a diversity of viewpoints, backgrounds, and experiences are present at the board. This year, the number of director nominees has been set by the board at 12. Biographies of each of the nominees begin on page 17 of the circular. As I mentioned earlier, one of our nominees, Mirko Bibic, is standing for election for the first time this year.

I'll now ask Karen to read the names of those proposed for election as directors, and I would ask each of them to stand and remain standing as their names are called.

Speaker 21

Mirko Bibic.

Our candidates for the position of director, Mirko Bibic and Judy Sik.

David McKay, Mary Ann Turk, Thierry Vandal, Bridget van Kralingen, Frank Vettese, and Jeffery Yabuki.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Karen. I'll now ask Jody Dyck to nominate the directors. Jody.

Jody Dyck
Manager, Initiatives and Implementation, Royal Bank of Canada

Madam Chair, my name is Jody Dyck. I have worked for RBC for 25 years, and I'm currently Manager, Initiatives and Implementation in Saskatoon. I am pleased to nominate each of the persons named by the Secretary to be elected as a director of the Bank to hold office until the close of the next annual meeting of common shareholders or until their successors are elected or appointed.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you. Are there any questions or comments on the nominations? Karen, do you have anything from the Lumi platform?

Speaker 21

No, we have no questions.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you. I declare the nominations closed and will now proceed with the vote. If you're attending the meeting in person, please use ballot A and mark your vote on the election of directors. If you're attending the meeting online, please use the voting tool on the Lumi platform. The next item on the agenda is the appointment of our auditor. I'll ask Aaron Martineau to make a motion for the appointment of the auditor. Aaron.

Aaron Martineau
Regional Vice President, Central Saskatchewan, Royal Bank of Canada

Madam Chair, my name is Aaron Martineau. I have worked for RBC for 19 years, and I'm currently the Regional Vice President of Central Saskatchewan. I move that PricewaterhouseCoopers be appointed the auditor of the Bank until the close of the next annual meeting of common shareholders.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Aaron. The motion has been moved. Are there any questions or comments on the appointment of the auditor? Anything from the web, Karen?

Speaker 21

Maybe there's someone on it.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Oh, I see microphone four. Can you hear us?

Speaker 21

Yes.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

At microphone 4. Thank you.

Speaker 21

I am so sorry. I, my name is Chris. I am a proxy holder, and I was actually here, standing to ask a question for the previous motion.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Oh, I'm sorry.

Speaker 21

I think as a point of order, have we been put into a separate room and the camera in this room was not considered for question. As Chair, would you be able to reconsider the previous motion, so questions can actually be asked, and as proxy holders, we have a right to address that motion.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Well, I'm sorry that I've missed you. Great apologies for that. We'll try to do better as we proceed. As I mentioned, in this hybrid format with lots of multiple areas for questions. Since the vote has been taken on that, I don't think it's possible to back up since the online process has occurred. Let's take a moment now, and perhaps you can provide us with your comments.

Speaker 21

Thank you, Chair. As I mentioned, my name is Chris, and I am a proxy holder. I had a question about a potential conflict of interest. Mr. Thierry Vandal is also a board member of TC Energy, which is currently constructing the Coastal GasLink fracked pipeline. TC Energy is also one of the largest recipients of financing in the oil and gas sector, over $4.6 billion since the Paris Agreement. This does not include direct loans to CGL. TC Energy is also the second-largest fossil fuel investment that RBC has made on behalf of shareholders through RBC AM at $3.8 billion.

Vandal's duty as a board member for a company expanding oil and gas production and distribution during a climate emergency has the potential to conflict with his fiduciary duty to mitigate risk, particularly climate risk, as a RBC board member. Given this conflict of interest, can you confirm that Mr. Vandal excuses himself from all climate and energy-related discussions that happen at the board level, and that he does not exert any special influence in regard to RBC's business relationship with TC Energy?

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Chris. Let me just say as a preliminary matter, that the board takes the issue of conflict of interest very, very seriously. They are managed very effectively, both in the selection of directors and in the management of our meetings and agenda items. Mr. Vandal is a long-serving RBC director, an exemplary director, a very great champion for the transition that we're all going through on climate. I can assure you that whenever a matter that's relating to any director's other activities, whether they be board-related or in the companies that they serve at as executives, they do indeed excuse themselves when those matters are being discussed at the meetings. Thank you. Any questions, further questions online, Karen?

Speaker 21

No, there's no questions for the auditors.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you. If you are attending the meeting in person, please use ballot A and mark your vote on the appointment of the auditor. If you are attending the meeting online, please use the voting tool on Lumi. The next item of business on the agenda is the shareholder advisory vote on our approach to executive compensation. The text of this advisory resolution is set out on page 7 of our circular. We hope that you've had a chance to review our compensation discussion and analysis in this year's circular, which explains in detail how our compensation programs are designed to pay for performance and are aligned with effective risk management practices and the long-term interests of our shareholders. We take a progressive approach to continuously improving our compensation programs, integrating best practices, and responding to input from our independent compensation advisors and our shareholders.

In addition, our approach to compensation in the future, the board will take into account the results of today's vote, together with other feedback received from shareholders. I'll now ask Richard Anziwe to make a motion to approve this resolution. Richard?

Richard Anziwe
Vice President, Commercial Financial Services, Royal Bank of Canada

Madam La Présidente.

Speaker 21

Madam Chair, my name is Richard Anziwe. I have worked for RBC for 13 years, and I am currently Vice President, Commercial Financial Services in Brandon, Manitoba. I move on an advisory basis and not to diminish the role and responsibility of the board of directors, that the shareholders accept the approach to executive compensation disclosed in the circular delivered in advance of the annual and special meeting of common shareholders.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Karen, do we have anything from the web?

Speaker 21

yes, we do. We have a question from Mr. Willy Gagnon, and I'll ask Patricia to read the question.

Speaker 24

Mon nom est Willy Gagnon, et j'agis pour le compte du MÉDAC, le Mouvement d'éducation et de défense des actionnaires. Le MÉDAC a l'habitude de voter,

Speaker 21

MÉDAC. MÉDAC votes every year against the resolution of the consultation for several reason. Essentially, it is because of the ratio of compensation. It is way too high. This ratio should be between 20 and 30 times the compensation of average employees. We would advise the majority of shareholder to vote against this resolution.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you for your comments, Monsieur Gagnon. Are there any other comments at this point, Karen?

Speaker 21

no, there's no further comments.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you. If you're attending the meeting in person, please again use ballot A and mark your vote on our approach to executive compensation. If you're attending the meeting online, please use the voting tool on Lumi. The next item of business on the agenda is the ordinary resolution to approve an amendment to the bank's stock option plan to extend the exercise period of stock options that expire during a blackout period or shortly thereafter. The description of the proposed amendment and the text of this resolution can be found on pages seven and eight of the circular. I'll now ask Shazna Francisco to make a motion to approve this resolution. Shazna?

Shazna Francisco
Financial Planner, Royal Bank of Canada

Madam Chair, my name is Shazna Francisco. I have worked for RBC for almost 23 years, and I'm currently a financial planner in Saskatoon. I move the ordinary resolutions set on page eight of the circular to amend the bank's stock option plan to extend the exercise period of stock options that expire during a blackout period or shortly thereafter to 10 business days following the end of such blackout period.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you very much. The resolutions have been moved. Are there any questions or comments?

Speaker 24

Y a-t-il des questions ou des commentaires sur la modification proposée au régime d'options d'achat d'actions?

Speaker 21

No. I think it's translation.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Translation. Okay, fine. Thank you. Sorry, are there any?

Speaker 24

Est-ce qu'il y a des questions?

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Can you hear that?

Speaker 21

The translator's line's coming through.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Are there any questions or comments on the proposed amendment to the stock option plan? Karen, anything on the web?

Speaker 21

No, we have none from the web.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you. If you're attending in person, please use this time ballot B and mark your vote on the proposed amendment to the stock option plan. If you're attending the meeting online, please use the voting tool on the Lumi platform. The next item of business on the agenda is the special resolution to approve an amendment to subsection 1.12 of Bylaw 3 of the bank to increase the maximum aggregate consideration limit of first preferred shares from $20 billion to $30 billion, and to modify that limit to only include first preferred shares outstanding at any given time. The description of the proposed amendment and the text of this resolution can be found on pages 8 and 9 of the circular. I'll now ask Josh Oppheim to make a motion to approve this resolution.

Josh Oppheim
Associate Branch Director and Investment Advisor, RBC Dominion Securities, Royal Bank of Canada

Madam Chair, my name is Josh Oppheim. I have worked for RBC for 10 years, and I'm currently an associate branch director and investment advisor for RBC Dominion Securities in Saskatoon. I move the special resolution set out on page 9 of the circular to amend subsection 112 of Bylaw 3 of the bank to increase the maximum aggregate consideration limit of first preferred shares from CAD 20 billion to CAD 30 billion, and to modify such limit to only include first preferred shares outstanding at any given time.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you very much. The resolutions have been moved. Are there any questions or comments on the proposed amendment to the bylaw? Karen, anything coming in from Lumi?

Speaker 21

No, we have not received any questions.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you. If you're attending the meeting in person, please again, use ballot B and mark your vote on the proposed amendment to the Bylaw. If you're attending online, please use the voting tool in Lumi. At this point in the meeting, I'm going to ask the scrutineers to collect ballots A and B. If there's anyone in the room that has a ballot, could you raise your hand and identify yourselves to the scrutineers. Are there any more ballots to be collected? All right. The voting for common shareholders is now closed on all matters other than the shareholder proposals, which we'll move to directly now. Common shareholders have had an opportunity to read these proposals and the board's responses, which are set out in the circular starting on page 102. There are 8 proposals that are being put to a vote today.

We will ask the submitting shareholders to present their proposals, and we will invite common shareholders to vote on them at the very end. Ms. Emma Pullman of the BC General Employees' Union, or BCGEU, is here today in person to present the first proposal. For the information of shareholders, also included in the circular is another proposal that BCGEU submitted but withdrew following discussions with RBC. Ms. Pullman, thank you so much for joining us in person today. I'd ask that you take a few minutes to speak to the merits of proposal one, and we'll then open the floor for discussion. Over to you.

Emma Pullman
Head of Capital Stewardship and ESG, BC General Employees' Union

Thank you, Madam Chair. Fellow RBC shareholders who are gathered on the homelands of the Cree, Stoney, Blackfoot, and Métis people. My name is Emma Pullman, and I am duly represented, representing the BC General Employees' Union. In its policy guidelines for sensitive sectors and activities, RBC states it maintains a suite of environmental and social risk policies designed to identify, assess, and mitigate environmental and social risks associated with financing clients. In this policy, RBC identifies types of transactions that it will either finance or to which they will subject enhanced due diligence. RBC also acknowledges its leadership role in environmental and social risk management. However, RBC's policy is silent specifically on RBC's M&A advisory work. Nothing in this policy currently prevents RBC from advising on deals that would move polluting assets like coal from public companies to unregulated private companies.

The Toronto-Dominion Bank's equivalent policy, by contrast, specifically includes its M&A advisory work in its prohibitions. In a 2023 report, the Environmental Defense Fund compiled data on oil and gas M&A transactions where assets moved from high-disclosure environments to a low-disclosure environment, which it calls transferred emissions. According to this data, RBC is the largest Canadian financial institution contributor to financed emissions. Since 2018, RBC has advised on 114 oil and gas M&A deals worth CAD 120 billion. Of these, 29% were transferred emissions transactions. As outlined in the proposal, where RBC plays an M&A advisory role or direct lending role or transactions which move polluting assets from public companies to private enterprises, RBC should take reasonable steps to ensure such transactions result in climate-related disclosure consistent with the Task Force on Climate-related Financial Disclosures, or TCFD.

This proposal is not prescriptive. In fact, it is consistent with RBC's self-described leadership role in environmental and social risk management and is a logical extension of the current provisions of its policy guidelines for sensitive sectors and activities. Fellow shareholders, I move this proposal and ask for your support in this important issue. Thank you.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Ms. Pullman. Is there any further discussion on proposal number 1? Karen, anything on the web?

Speaker 21

Yes, we do. We have a question from Mr. Willy Gagnon, and I would ask Patricia to read the question out to the room.

MÉDAC is supporting proposal number 1 of BCGEU and invite the majority of shareholders to please support it as well.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you very much. Any further comments or questions on the proposal? Seeing none, we'll now proceed with the next shareholder proposal. Proposal number two was also submitted by BCGEU with the support of the Union of British Columbia Indian Chiefs. It will be presented by Mr. Stewart Phillip, who's here today to present the merits of the proposal. Welcome. Mr. Phillip, you may now proceed. We'll then open the floor for discussion.

Stewart Phillip
Grand Chief, Union of BC Indian Chiefs

Good morning, everyone. Right. In our nsyilxcən language, that's simply good day, my dear friends and relatives. My traditional name is Aseut. I want to begin by acknowledging, in general, the Treaty Six territory and the homelands of the Stoney Blackfoot Cree and Métis people. I noticed earlier that there are additional groups here that also need to be acknowledged. I'm here to speak about the shareholder proposal filed by BCGEU and UBCIC. That's the BC General Employees' Union and the Union of British Columbia Indian Chiefs. The proposal asks RBC to take action on their commitments to reconciliation by taking steps to operationalize free, prior and informed consent into their business practices, starting by informing themselves of their clients' and customers' approaches to free, prior and informed consent.

This is a basic step in line with the UN Guiding Principles on Business and Human Rights and Truth and Reconciliation Commission Call to Action 92 and international industry best practices. We engaged with RBC in good faith, they were unwilling to commit to any changes to their current process. It felt stuck in the consultation regime. They listened to us and then told us that they had already decided to do what they thought it was a good enough. It's not. RBC failures to adequately incorporate FPIC is a material risk that has already caused reputational harm as well as delays, cost increases, and conflict on the land. Anything that happens in relation to the Coastal GasLink will be directly linked to RBC as a major funding of the project.

We have grave concerns about the policing practices with Coastal GasLink and the Community-Industry Response Group RCMP that are a special unit that basically are have attacked Wet'suwet'en people with assault weapons and so on and so forth. FPIC will soon be a compliance issue. The Bank Act needs to be updated to be consistent with the UN Declaration and mandatory human rights. Due diligence legislation is gaining momentum around the world. Legal minimums are a floor, not a ceiling. If RBC wants to be taken seriously on reconciliation, they need to aim higher than the floor. This is why we partnered with the BC General Employees' Union to file this resolution. Resolve that RBC revised its human rights position statement to reflect that in taking action to mitigate adverse human rights impacts directly linked to its businesses' relationships with clients.

As outlined in the UN Guiding Principles, RBC will inform itself as to whether and how clients have operational FPIC of Indigenous peoples affected by such business relationships. I am the president of the Union of BC Indian Chiefs. I've held that position now for 25 years. More importantly, I'm a 73-year-old grandfather who has been blessed with 15 of the most beautiful grandchildren in the universe. I am gravely concerned about what the future holds for my grand-grandchildren in regard to the intensifying climate crisis and everything that that represents.

I think, RBC has always proven itself to be a global leader, and I think this represents an opportunity for RBC to take that bold step and, being a trend leader to compel other banking institutions to take the UN Declaration on the Rights of Indigenous Peoples seriously and to incorporate, free, prior, and informed consent into their business decision-making. Thank you very much.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you very much. Thank you for being with us today, for making that proposal and for sharing your comments. We do have a question in the other room, microphone 4. Can you hear us?

Chief Na'Moks
Hereditary Chief, Tsa K'en Yex (Rafters on Beaver House), Tsayu Clan, Rafters on Beaver House

Yes, I can.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Very good. Could you please tell us your name if you're a shareholder or proxy holder, and then proceed with your comment or question. Thank you.

Chief Na'Moks
Hereditary Chief, Tsa K'en Yex (Rafters on Beaver House), Tsayu Clan, Rafters on Beaver House

My name is Danny Zayac. Z-A-Y-A-C. I am Chief Na'Moks. I am a hereditary chief of the Wet'suwet'en Nation. I am here as a proxy holder. I'd like to ask a question and a statement and then also give you an update. We, the Wet'suwet'en people, have 22,000 square kilometers of unceded, non-treaty lands. We have five clans and 13 houses. This is our governance system. Always has been, always will be. Each house group and clan is responsible for caretaking the land for future generations for the betterment of all. We've proven our jurisdiction and authority in the Supreme Court of Canada, the Delgamuukw-Gisdewe court case, and that ruling came down December 11, 1997. We are unique. We've never ceded nor surrendered our rights and title. British Columbia and Canada only have assumed and presumed authority on our lands.

Coastal GasLink pipeline does not cross any of the reserve lands that are in support of this pipeline. It crosses the Wet'suwet'en land, and this is who the houses, the clans, the Chiefs are responsible for. Communities supporting this pipeline don't see the impacts to our lands and waters, our rights and title, our very human existence. I was here last year in Toronto at the AGM. You dismissed our struggle as being merely reflecting divisions. How dare you dismiss this, dismiss me, a Chief of the Wet'suwet'en Nation, as being marginal within my own nation. Suggesting that there's just divisions that somehow warrant you ramming a pipeline through my backyard when you know divide and conquer has always been the playbook for people such as yourselves. We are the title holders. Coastal GasLink requires our free, prior and informed consent. They do not have it, Mr. McKay.

Shareholders should support this resolution. If this policy were in place and actually adhered to, it would help prevent RBC financing these illegal pipelines. I would be in the room with you. They since us coming here to Saskatoon, have segregated us, put us into another room. Such a racist act. They've actually laid hands on me, a Wet'suwet'en hereditary chief, on my regalia just now from speaking to you and looking you in the eye. You've heard my statement. This is all we're here, to tell the truth. Your violence that you fund has come to us again the same way it has on our lands. You need to stand up and stop this violence. Stop funding this violence and stop acting in such a violent way to all Indigenous people and quit attacking land, air, water, the very democracy of this country.

You have offended a high chief, Mr. McKay. I hold you personally responsible for this.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Chief Na'Moks, for your comments. I see there's another person lined up at microphone 4. We'll go to you next. Thank you.

Eugene Kung
Staff Lawyer / Counsel, West Coast Environmental Law / Union of BC Indian Chiefs

Thank you, Chair. My name is Eugene Kung. I am a proxy holder joining you here today from the second-class room downstairs. I wanna acknowledge the Treaty 6 territory and the homelands of the Cree, Stoney, Blackfoot, and Métis peoples. I see in the proxy circular, RBC's reliance on the Equator Principles as a way to address this material risk that this shareholder proposal aims to address. I want to speak to that specifically to shareholders so that they understand clearly that the Equator Principles 4, the most recent version, is inadequate to address these material risks that are being undervalued by RBC. The UN Declaration on the Rights of Indigenous Peoples is a minimum standard which incorporates the right to free, prior and informed consent. The Equator Principles, in short, makes a mockery of that.

An adherence to that alone is not going to address the risks to the company, the reputational risks that you're already facing, let alone future compliance risks that were spoken about earlier. The Equator Principles try to relegate free, prior and informed consent to a procedural right rather than a substantive right. They are reactive instead of proactive. In other words, they're the exact opposite of what a bank who is serious about reconciliation, who is serious about climate change, and who's serious about respecting indigenous rights should be taking. I wanna just make that very clear to shareholders that they should not take comfort in reference to the Equator Principles. They are inadequate. And we just saw yesterday another human rights grievance filed by an indigenous group in the Tiwi Islands for the Barossa Gas project, which RBC is part of the funding for.

The current practices are clearly not working to address these, and it's very frustrating to see this doubling down on these practices and to see this segregation that's happened here at the annual meeting. Thank you.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you very much. Are there any further comments, questions on proposal number 2? I see microphone number 4 again. Can you hear us well?

I can hear you well.

Over to you.

Okay. Thank you, Chair. My name is Colin Sutherland Wilson, and I am here as a proxy holder. You speak of a balanced and just transition. I think it's important to question what is just. Because in more cases often than not, when we refer to the common interest, indigenous peoples are left out of the equation. Are often seen as those who inhibit the progress of the larger states in which they reside. In addressing the current climate emergency, and in addressing the issues of free, prior and informed consent, RBC continues to finance fossil fuels, fossil fuel projects such as Coastal GasLink that have been repeatedly condemned at an international level for indigenous rights violations.

My question is, do you recognize the fact that continuing to finance projects that do not meet the bare minimum standards of free, prior and informed consent presents a grave risk to your investments? We can see this as evidenced by the rising costs of projects such as TMX and Coastal GasLink. Thank you.

Thank you very much for your comments. Indeed, as well set out by the board in the proxy circular, we're well aware of the issues associated with our work in this area. Management takes very important steps to ensure that stakeholders are heard and that all legal and proper procedures are followed as we as we move into these financing investments. As stated in the circular, our policies are not static. They will continue to evolve, and we thank you all for being with us today and providing us with your comments on this important issue. Any further discussion on proposal number 2? Anything online, Karen?

Karen McCarthy
Senior Vice-President, Associate General Counsel, and Secretary, Royal Bank of Canada

No, we have no questions from the online.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Nothing further. Great. Okay, we're going to now proceed with proposal number 3. This proposal was again submitted by BCGEU. I invite Ms. Pullman back to speak to the merits of this proposal. Then we're gonna open the floor for discussion. Ms. Pullman.

Emma Pullman
Head of Capital Stewardship and ESG, BC General Employees' Union

Good morning again, fellow shareholders. I am duly representing the BC General Employees' Union and SHARE, who jointly filed this proposal. This proposal asks the bank to conduct and publish a third-party racial equity audit analyzing RBC's adverse impacts on non-white stakeholders and communities of color. In other words, we are asking RBC to initiate an independent assessment of its employment and business practices to identify where its activities may contribute to perpetuating the racial wealth gap. What can be done to mitigate the negative impacts on communities of color and Indigenous peoples. As critical intermediaries, financial institutions play a role in society as they allow businesses and individuals to access economic opportunities through a broad range of financial products and services. It is because of this important role that institutions like RBC have a responsibility to serve the public equitably and fairly.

We acknowledge that RBC has taken some steps to address racial equity issues within the workplace and beyond. However, we do believe that these steps are insufficient to identify, address, and prevent the discriminatory impacts that RBC business practices may have on certain demographic groups. For example, U.S. Department of Justice announced a $31 million settlement with RBC subsidiary City National Bank over allegations of lending discrimination through redlining in Los Angeles County. This is a racist practice that is prohibited under the Fair Housing Act and the Equal Credit Opportunity Act. According to the Department of Justice, this is the largest redlining settlement in its history. A racial equity audit would help RBC mitigate the risks stemming from potentially discriminatory, sorry, employment and business practices, including from its products and services.

The audit would also help ensure that any racial equity policies and initiatives the bank already has in motion aimed at tackling systemic racism are effective, and that any related investments have merit. The failure to effectively tackle systemic racism could generate risks that could harm long-term stakeholder interests in the long run. Sorry. Long-term stakeholder interests and long-term shareholder interests. As one of Canada's largest banks, RBC must play an integral role in closing the racial wealth gap and opening greater opportunities for the economic advancement of racialized communities. Given the nature and scope of its operations, it is crucial that the bank ensure its operations ensures is seen as an inclusive organization so as to not alienate stakeholders, including current and future customers and employees.

While recognizing the company's existing efforts and commitments, we do urge RBC to demonstrate a higher level of racial equity commitment and align with its US and other Canadian banking competitors who have already committed to such audits. I think just given the tenor of the meeting today where we have two separate meetings, as a long-term shareholder, I do believe that the merits of this proposal are very much on display today. Fellow shareholders, with that said, I move this proposal and ask for your support and that we look forward to a more constructive and meaningful engagement with our company. Thank you.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Ms. Pullman. Are there any further discussion on proposal number three? I'm seeing microphone four. Can you hear us well?

Roishetta Ozane
Founder, Director, and CEO, The Vessel Project of Louisiana

Yes, I can hear you.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Please go ahead.

Roishetta Ozane
Founder, Director, and CEO, The Vessel Project of Louisiana

Too bad you can't see me because I was denied access into the room that you're in on the merits of being a Black woman. That's all I can see with my eyes. The room that you're in, obviously, was a whites only room. The only Black person here that's holding a proxy is in a separate room along with an Indigenous delegation who was also denied access to the room that you're in.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

I can-.

Roishetta Ozane
Founder, Director, and CEO, The Vessel Project of Louisiana

I'm speaking. Please, ma'am. Thank you.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

I'm sorry. I just wanted to assure you, in that room, the folks in this room and those who are participating many on the online platform, that there are many people of color in both rooms. The limitations of the room, we were very pleased with the turnout of today's meeting in Saskatoon. As I said in my preliminary remarks, we are doing our very best to accommodate participation in both rooms and, of course, with all of our shareholders and proxy holders online. With that said, please proceed with your comment on the proposal. Thank you.

Roishetta Ozane
Founder, Director, and CEO, The Vessel Project of Louisiana

I was denied access as a Black woman to the room that you're in, and the police was called, and I was standing there quietly. Now I will proceed. Thank you for interrupting me. Environmental justice or environmental racism is decades of unfair and unjust exposure of environmental hazard, waste, resource extraction, and land use in and around low-income Black, Brown, Indigenous, and People of Color communities. As a Black woman, I'm passionate about environmental racism and environmental justice because I recognize the health disparities that disproportionately affect communities of Color. I believe everyone deserves to live safe, healthy, and equitable environments. Many communities of Color are not afforded the same access to clean air, land, and water. This is why I'm committed to fighting for environmental justice, so that every person has the right to live a healthy and safe life.

It's obvious today by the actions that were taken by RBC even before we got here today. With the fact that this meeting is even being held in Saskatoon when it was previously arranged to be held somewhere else, that RBC buys into environmental racism. You have continuously proved that with your banking practices by not appropriately or, you know, proportionately allowing for Blacks and people of color to be able to even get loans or bank accounts with your bank. People go in to get bank accounts that are not white, wealthier people who walk out in handcuffs when they just came in to open an account. It was obvious today when we tried to simply enter into a meeting room where we had done our due diligence.

We came in quietly and peacefully, and we were going to enter that room the same way, yet we weren't even given access to the room and told that seats were full when it's clear to see that seats were empty. I'm pretty sure that staff and board members and other shareholders and proxies that are in the room who do not have anything to stand up and say at the mic would have very happily given up their seats to people who travel thousands of miles to be here today. Again, we were not given that privilege, yet we were met by angry men who stood and couldn't even look us in the eyes and denied us a right to get into the room where we had badges to enter. We were sent in a separate segregated back of the bus room.

Now, I will say that I'm no stranger to racism and segregation because I live in the deep South of the United States. I live in Louisiana. I'm used to this, but I thought coming to Canada it would be different. I thought that I would have an opportunity to have my voice heard and to look the people in the eye who are funding the death of my children. I'm a mom of 6. 3 of my children have asthma. 2 of them have eczema. We live in a community that's surrounded by 12 petrochemical facilities, and several more are proposed. RBC is the financier of several petrochemical and LNG facilities along the Gulf Coast. You wanna talk about cumulative impacts, we'll talk about that when I get on the mic for another proposal. I just wanted to come here and make a statement.

I don't have a question for you because I'm sure, like every other question that's been asked, you will pretend to be a politician and ignore the question and answer it with your prepared remarks. I'm not here for that today. I'm simply here to get my voice heard and to show my children that I am doing everything that I can to stand up for them and make sure that they have the right to clean air and clean water. Whether you wanna hear me or not, you will feel my presence here today because when you Google my name after you leave this meeting, RBC will be attached to it and how I was treated today. Thank you, ma'am.

It's pretty sad that you can stand there with a clear face and dry eyes as a mom yourself and not have a tear in your eye when we're fighting for our children and yours as well. You can't separate air. You can't separate water. You can continue to fund redlining and gerrymandering, but the same air that I breathe in my community mixes with the air that your children and your grandchildren breathe, ma'am. The only reason why we're even able to discuss this today is the things that you intended for our communities to only bear is now spilling over to wider, wealthier communities. Now you wanna talk about climate impacts. Well, ma'am, let me just tell you that the same health issues that my children have, your grandchildren are going to be susceptible to those.

you may wanna look like advising your colleagues to stop funding environmental racism. Thank you.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you very much for your comments, and for traveling all the way from Louisiana to be with us today. Are there any further discussions on proposal number 3? Karen, anything on LUMI?

Speaker 21

No, we have no further questions.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you. We'll move on now to proposal number four, which was submitted by the Comptroller of the City of New York and is represented here today by Amna Khan, who is here on the phone to present the proposal. Ms. Khan, thank you for joining us. I'd ask that you take a few minutes to speak to the merits of your proposal, and we'll then open the floor for discussion. Ms. Khan, you may now proceed.

Okay, thank you. Good morning, Madam Chair, members of the board, and fellow shareholders. New York City Comptroller, Brad Lander, submitted Proposal 4 on behalf of several New York City pension funds that are substantial long-term RBC shareholders. Proposal 4 asks RBC to disclose interim 2030 absolute GHG reduction targets for lending and underwriting in the high emitting sectors of oil and gas and power generation. These absolute GHG reduction targets should be aligned with my base net zero pathway and in addition to RBC's absolute targets is important for several reasons. First, RBC has set only intensity targets, which paint an incomplete picture of the bank's progress towards meeting its own climate commitments.

While RBC disclosure of its absolute emission is welcome, without absolute GHG reduction targets, RBC Board of Directors cannot assess, nor can RBC shareholders readily measure whether the company is on a science-based pathway towards the organization's commitment to achieve net zero emissions from its financing activities by 2050. Second, relying solely on intensity targets could allow RBC clients to invest in expanded fossil fuel production, lowering their overall carbon intensity while increasing their absolute emissions. We're alarmed to see that in the months following its public net zero commitment, RBC actually expanded its fossil fuel lending, providing over CAD 7 billion in lending to fossil fuels in the first three quarters of last year. Given the long-lived nature of fossil fuel production assets, this exposes RBC to significant transition risk and locks in absolute emissions for decades to come.

Absolute targets allow for comparability both over time and across different sectors and geographies. They are more transparent and easier to understand than intensity targets, which can be complicated to calculate and difficult for investors to interpret. Citigroup, which leads other banks, major banks by committing to a 29% absolute reduction targets for the energy sector by 2030, has even stated that for the energy sector, absolute reduction is required to meet net zero goals and is the most transparent target selection. Setting absolute targets is in line with the industry best practice, and RBC lags its peer by not doing so. Bank of Montreal set a target of 24% absolute reduction by 2030. Citigroup, Wells Fargo, and HSBC are among the other major banks that disclose 2030 absolute targets for their oil and gas lending portfolios.

As long-term shareholders, we expect RBC to work with its clients to reduce their actual GHG emissions by 2030, not just the intensity of those emissions. Last, setting absolute targets would demonstrate RBC's commitment to reducing real world emissions and to reaching its stated goal of achieving net zero emissions by 2050. Thank you for the board's consideration and for shareholder support.

Thank you for your proposal and for being with us today. We have someone in the Pascoe room who would like to comment on this proposal. Microphone number 4, please go ahead.

Eugene Kung
Staff Lawyer / Counsel, West Coast Environmental Law / Union of BC Indian Chiefs

Thank you, Chair. Eugene Kung, proxy holder. I just wanted to voice my support for this proposal to address the urgent, critical climate crisis that we are now in. We hear all of the words from RBC's PR about taking climate change seriously. We want to believe them. Actions speak louder than words. We know that right now, RBC and all the other Canadian banks are in conversation with the federal government to provide the additional CAD 10 billion that the Trans Mountain pipeline expansion needs in order to continue after its cost increased to CAD 31 billion just about a month ago. We know that the last CAD 10 billion loan, which RBC was a part of, is only earning the bank 1.85% interest. That is outrageous given obviously the interest, right, of environment we're in today.

Even a year ago, that's was well below prime. What that means for shareholders is that RBC has given a preferential rate, has lost the opportunity to earn more with that money in order to prop up the oil and gas sector. Those actions speak louder than any of your statements around climate change. This is why I support this resolution. My question to the board is, as you negotiate this next CAD 10 billion loan, will you continue to give preferential rates to the oil and gas sector to prop up-The illusion that Trans Mountain is somehow a commercially plausible enterprise, because everyone can see that it's not, and we're gonna see huge losses and huge writedowns from the federal government at the cost of all of us. Thank you.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you for your comments and your point of view. I'm seeing Mr. Brook at microphone number 3. I'm gonna go to you next. Thank you.

Richard Brooks
Climate Finance Director, Stand.earth

Hello again, my name is Richard Brooks. I'm the Climate Finance Director with Stand.earth. I'm going to give a comment on this resolution. Before I do, I do wanna mark what Roishetta said. I want us, the folks in this room who weren't able to see Roishetta, to understand her words, to sit with her words. Her travels all the way up from Louisiana and the Gulf Coast and the community that she comes from that's being polluted by projects and companies that RBC finances. Sit with her words. Recognize her. I see her. You should all see her too. I also want to recognize that it is unusual that the New York City Comptroller and the New York City pension funds are stepping in to engage with a Canadian bank.

This speaks volumes to how RBC is seen on the global stage. That you have people with eyes on the bank in Australia and the Tiwi Islands, eyes on the bank in Louisiana, eyes on the bank from the heart of Wall Street in New York City, who are putting forward resolutions, who are coming across the continent to raise these important issues. Other banks have set absolute emission targets, like the Bank of Montreal, Citibank, and Danske Bank. These present a competitive risk if RBC does not step up. Existing policies are proof that this can be done based on readily available information. The approach is validated by such eminent bodies as the United Nations High-Level Expert Group on Net Zero, which is chaired by our own former Environment minister, Catherine McKenna.

That body has clearly stated that net zero commitments without absolute targets hold no water and are tantamount to greenwashing. Canada's national government has a goal of reducing overall emissions by 40%-45% by 2030. RBC claims that it is Canada's bank. How are we to meet this goal if Canada's bank is falling and failing to reduce overall emissions with your greatest polluting clients? The tar sands companies that are members of the Pathways Alliance, who you've issued some of your largest loans to without any conditions, increased overall emissions in 2022, despite record profits. Clearly, your attempt to help them transition and reduce climate pollution is not working. It is past time for the bank to step up and institute absolute emission reduction targets for its biggest polluting clients, particularly fossil fuel clients and utilities.

Delaying while continuing to publicly promote RBC as a climate leader opens the bank up to increased scrutiny and eventually litigation. RBC is currently the only bank being investigated by the Competition Bureau, a federal law enforcement agency, for allegedly misleading consumers and potential customers. These are risks that are avoidable. We need to see a reduction in overall emissions, not more efficiently polluting companies where total emissions rise. I urge shareholders to support this resolution. Thank you.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Mr. Brooks. Going back to microphone number four.

Hello.

Please, please proceed.

My name is Louis Ramirez, and I'm a member of the public and a proxy holder. Ms. Taylor and Mr. McKay, I wish I could have looked at you in the eye and seen the cut of your face today, but I guess it wasn't to be. Plus side to this is that right now I might be nervous, but I hear the drums outside of the indigenous peoples who you oppress as you champion reconciliation. To this point, I took part in a couple of protests trying to change your mind the last couple days, and reading the news, your PR people, the same who kept us out the room, kept saying, "We have a 2030 target. We have a 2030 target." You just said it yourself. That's a lie.

An intensity target does not commit the Royal Bank of Canada to decreasing its financed emissions, and you know it. If I switched from whiskey to beer, that does not mean I drink less alcohol. If I smoke shorter cigarettes, that does not mean I quit, and so on and so forth. Hearing you put this out in the media that you've got reductions targets which would lead the Canadian public to believe you're actually doing the work when you're not, I can't help but feel that you take us for idiots. The same goes for these lame excuses that you didn't have space in the room where there were fully 5 meters outside. You may have your jewelry, you may have your degrees, Mr. McKay, you may have a fancy watch, but you're no better than anyone here.

For once in your life, you could have told us the truth, nothing but the truth and the whole truth, and I wish one day you would. Thank you.

Thank you for your comments. Are there any further comments, questions, discussions on proposal number 4? Karen, anything online?

Eugene Kung
Staff Lawyer / Counsel, West Coast Environmental Law / Union of BC Indian Chiefs

Yes, we do have a question from Mr. Gagnon, I ask Patricia to ask the question.

Speaker 21

My name is Lily Gagnon.

Roishetta Ozane
Founder, Director, and CEO, The Vessel Project of Louisiana

I am speaking from MÉDAC, the Movement d'Éducation et de Défense des Actionnaires. MÉDAC supports proposal number 4 of the Comptroller of the city of New York and invite the whole of the shareholders to support this proposal as well.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Ms. Gagnon. We'll now proceed with proposal number five. Mr. Richard Brooks is going to present this proposal on behalf of Mr. Eshraghi-Yazdi. Mr. Brooks, thank you for joining us. Ask you that you take a few minutes to speak to the merits of your proposal, and we'll then open the floor for discussion.

Richard Brooks
Climate Finance Director, Stand.earth

Hello again. My name is Richard Brooks. As you all know by now, I am the climate finance director with Stand.earth. I traditionally live and work in the traditional territories of the Mississaugas of the Credit, the Anishinaabe, the Chippewa, the Haudenosaunee, and the Wendat peoples, and I'm honored to have been welcomed so well by folks outside in Saskatoon today, even though the welcome here at this meeting hasn't been as nice and supportive. I'm here representing, as you mentioned, Ramin Eshraghi-Yazdi. We submitted proposal number 5, and I'm urging shareholders to vote in support of that resolution. This resolution will require RBC to implement a policy for phasing out financing for new fossil fuel projects and companies involved in these new projects. I'll quickly note that RBC refused to discuss or engage on this resolution with us.

In 2021, the International Energy Agency, in its roadmap to net zero, stated that from today, there should be no investment in new fossil fuel supply projects. Just last month, Bloomberg noted that RBC has the worst ratio amongst global banks in regards to CAD spent on zero-emission renewables versus CAD spent on polluting oil and gas. Also last month, a report by Profundo examined data from 2016 to 2022, revealing that for every CAD 1 Royal Bank of Canada invested in renewables, CAD 99 were loaned to oil and gas companies. These are companies failing to put money into transitioning or reducing emissions. Their financing from RBC is being put rather into building new tar sands pipelines, building new frack gas pipelines, expanding oil and gas fields, building new frack gas terminals, and even expanding coal mines.

Each of these projects locks us into increased emissions and climate chaos for years to come. They are not replacements for higher-emitting infrastructure. They will not be retired in many cases by 2050 when we need to reach net zero emissions. They are carbon bombs that the IEA, the IPCC, virtually all climate scientists and energy modeling firms agree are unnecessary and counter to the direction we need to be going in. In 2022, RBC expanded its financing of companies involved in building out new fossil fuel infrastructure and extreme energy, surpassing $10 billion. This was a 45% increase over 2021 levels. This went to companies like Shell, Cenovus, TC Energy, Santos, RWE, Enbridge, Trans Mountain, and ConocoPhillips.

While RBC has claimed these investments are to, quote, "help energy clients transition," the likes of Exxon and Shell actually scaled back renewable energy projects after raking in record profits in 2022. They are heading in the wrong direction. They are not transitioning. This is why RBC must enact a policy that phases down the financing of companies involved in fossil fuel expansion in a timely manner. We are not calling for divestment to happen overnight. Rather, we are urging the bank to conduct an orderly reduction in overall financing of companies actively expanding fossil fuel production and transportation. Set some consequences for the companies that you are financing who are not transitioning. This is not only commensurate with the crisis we are facing and in line with the, your fiduciary responsibility, but also aligns with RBC's public pledges.

In closing, the United Nations Secretary-General has stated, quote, "New funding for fossil fuel exploration and production infrastructure is delusional. It will only further feed the scourge of war, pollution, and climate catastrophe." This is why I urge you to vote in favor of this measured resolution. Thank you.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Mr. Brooks. We have a comment at microphone four. Please go ahead.

Roishetta Ozane
Founder, Director, and CEO, The Vessel Project of Louisiana

Good morning. This is Roishetta Ozane again. I'm the founder, director, and CEO of The Vessel Project of Louisiana, a small mutual aid group in Louisiana who supports citizens who are in emergency need after climate-induced disasters such as hurricanes, floods, and tornadoes. I'm also the Gulf Fossil Finance Coordinator for Texas Campaign for the Environment, working along the Gulf Coast. In an ideal world, everyone is respected and honored for who they are, regardless of gender, race, religion, or sexual orientation. Everyone has an equal voice and the right to be heard. People are empowered to find their passions, pursue their dreams, and make a difference in the world. The power of education and knowledge are celebrated, and everyone has the opportunity to learn and explore their potential. Gender-based discrimination and violence are not tolerated, and everyone is safe and secure.

In an ideal world, we all work together to create a more equitable, just, and compassionate society. That's not where we live. We don't live in an ideal world, and that unideal world is being financed by the Royal Bank of Canada. Southwest Louisiana, where I'm from, is a five-parish area intersecting the Acadiana and Central Louisiana regions. It is composed of Allen, Beauregard, Calcasieu, Cameron, and Jefferson Davis Parish. As of 2020, the combined population of that five-parish area was 313,951. In the last several years, the United States has become the largest exporter of methane gas in the world. Methane gas, like all fossil fuel pollution, has significant health impacts on Black, Indigenous, and people of color communities. Exposure to methane alone causes an estimated 1 million premature deaths every year.

The reason why I paused is because I told you earlier that I'm a mom of 6, but I gave birth to 7 babies. One of my babies I carried to term, and he was born into heaven. The doctors don't know why, but I know that the community that I live in is surrounded by petrochemical facilities, and there are direct links of that pollution to premature and unknown deaths in infants. Long-term exposure to these pollutants can lead to a variety of adverse health impacts, including respiratory problems, asthma, and cardiovascular diseases. In the Lake Charles area, where I live, roughly half of the 80,000 residents are Black. The industry wants to build 4 new methane gas export terminals within roughly 5 miles of one another.

Lake Charles is not alone, as roughly 20 new or expanded LNG terminals are slated to come online within the next decade and would be located almost entirely in communities of color. As communities of color are literally fighting for our lives on the front lines of the climate crisis, banks like the Royal Bank of Canada continue to fund environmental racism. We have seen firsthand what not-so-good neighbors like the Royal Bank of Canada are capable of. Just to name a few of the projects that you fund or support along the Gulf Coast, ExxonMobil, Shell, Chevron, BP, ConocoPhillips, Marathon, Apache. The list goes on and on. Several of those facilities are in my backyard or relatively close to the community where I live.

I'm sure you are more familiar with New Orleans, you associate New Orleans with Mardi Gras, gumbo, crawfish, crabs, gulf shrimp. Right now, we have fishermen in our communities who cannot fish in estuaries because those estuaries have a fish eating advisory of only two pounds of fish to be consumed from those estuaries a month. Those fishermen are at risk of losing their livelihoods. If you can go home tonight and sleep knowing that you're taking food out of babies' mouths, that you're killing children, that you are contributing to genocide, that you are contributing to women, Black Indigenous women coming up missing in communities where man camps are suddenly built because industry comes into our community and does not hire us, but brings in their own workforce.

If you can go home tonight, and you can sleep comfortably in your bed and breathe clean air and drink clear water and not have to worry about your water being pink, purple, brown, or green, then there's truly a disconnect between the Royal Bank of Canada and the community that it pretends to represent and care so much about. If you want to continue your reputation of not having a community voice heard, of not having an environmental justice concern, of not caring about cumulative impacts, then I implore you to continue to do business as usual. If you truly care about people in general, no matter the race, color, creed, religion, then I beg of you to make better decisions moving forward. Again, I don't have a question for you.

I just wanna put this on your mind and on your heart, because this is what I wake up every morning and I face. Every morning that I walk outside my door, and I look at the sun shining in the sky, my only task is to make this world a better place for my children and my future grandchildren. Thank you.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you very much. Any further discussion on proposal number 5? Microphone 4, please go ahead.

Gidimt’en Clan
Hereditary Chief, Kaiyexweniits House, Gidimt'en Clan, Wet'suwet'en Nation

I am Chief of the House of Black Bear Clan. The Coast Guard is trying to put the pipes through my territory. RBC continues to be the primary financial of Coastal GasLink, which lacks the free prior informed consent of the Wet'suwet'en Hereditary Chiefs, as outlined in the UN Declaration on the Rights of Indigenous Peoples. There are massive cost overruns and ongoing delays to construction while Wet'suwet'en rights are, and titles are being violated. The project is failing. There are skyrocketing costs, and shareholders are questioning an economical viability of the project. For example, we know there is a drill under Wedzin Kwa that is stuck. We do not see the drill on the receiving end where it should be emerging. The drill under the riverbed is meant to be completed months ago. There is risk of investors that will get worse.

Question: Will you commit to stopping any new financing to Gulf Coastal GasLink pipeline? Will you stop financing the pipeline?

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you very much. Karen, are there any questions or comments on the Lumi platform?

Speaker 21

Yes, we've got a question from Mr. Jeff Carlson, and he will be speaking live via audio.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Very good. Go ahead, Mr. Carlson.

Speaker 22

Yes. Hello. Good morning. Can you hear me okay?

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

We can hear you well.

Speaker 22

Very good. Thank you, Madam Chair. My name is Jeff Carlson, and I'm a shareholder. Thank you for the opportunity to address the board, management, and fellow shareholders. Unlike most we've heard from today, I will keep my comments on this proposal brief. I do not support proposal 5, and I encourage other shareholders to also not support it. We've heard a lot of rhetoric today about the so-called evils of oil and gas production. RBC's commitment to the Canadian oil and gas sector is critical to the well-being of Canadians and, in fact, the world at large. Those that promote misguided proposals such as this one, aimed at limiting hydrocarbon production and refining, would have you believe that the oil and gas sector is evil, is unnecessary, and that we can live idyllically relying on so-called green energy. Nothing could be further from the truth.

I would ask, how exactly did those of you who traveled to Saskatoon for this meeting come? By using wind power, solar energy? Did you walk? Of course not. It was by the burning of fossil fuels produced by oil and gas in the planes and cars you used. It's easy to see how civilization has benefited and continues to benefit from hydrocarbon production and refining. Medicines, transportation to production of food for everyone on the planet. Where do you think diesel fuel comes from? Well, ask the farmers of Saskatchewan how critical diesel fuel is to their ability to produce the food that we eat. Unlike others in the world, Canada is a leader in technologies and best practices in the area of hydrocarbon production and refining, Canada needs more investment in this thing, not less. RBC must strengthen its commitment to this important industry.

For these reasons, I urge shareholders to vote against this proposal. Thank you very much.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you very much. We have an additional comment at microphone number four. Please go ahead.

Eugene Kung
Staff Lawyer / Counsel, West Coast Environmental Law / Union of BC Indian Chiefs

Thank you, thank you to the previous speaker for laying out what clearly the choice is here before you. I just wanted to make sure that it was understood for shareholders, because I believe it has not been made public yet, that what you just heard from Chief Gisdaywa from the ground, from the Yintah in Witsuwit'en and Gitxsan territory, is that the drill under the Wedzin Kwa is stuck. CGL has not announced this yet. This may be news for everyone else in the room, but what we heard from people who live in that area and who have been stewards of their territories for millennia is, a on-the-ground report. So I just want to make sure that doesn't get overlooked here. This, of course, is going to result in massive increases in costs.

The fact that it's been kept from the public, I think, is outrageous, and shareholders should be very concerned about the lack of basic transparency that it impacts their own investments. Thank you.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you. Before we move on to proposal number 6, I'd just like to note that we have 3 more proposals to do. We have a Q&A session for shareholders to follow. I want to make sure that we have enough time today that all shareholders are able to be heard and can contribute. If I could just encourage everyone to try to keep their remarks to the time limit we've ascribed. 3 minutes or so if you're making a proposal, 1 or 2 minutes or so if you're commenting or have a question on a proposal, that will make sure that everybody today has a chance to participate to the fullest extent possible. Thank you. The next proposal was submitted, is number 6. Sorry.

Speaker 21

We have a question from the line.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

I'm sorry, Karen. Go ahead. We have a question from the line.

Speaker 21

We, from Mr. Willy Gagnon. Patricia, if you can, translate the, question.

Gidimt’en Clan
Hereditary Chief, Kaiyexweniits House, Gidimt'en Clan, Wet'suwet'en Nation

My name is Willy Gagnon, I'm here representing MÉDAC. MÉDAC is in support of proposal number five from Stand.earth and invites all the shareholders to support it as well.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Mr. Gagnon. We'll now move on, as I said, to proposal number six. It was submitted by Vancity Investment Management, which is represented by Mr. Edmund Ho, who is here today in person to present the proposal. Mr. Ho, thank you so much for joining us. As I mentioned a couple of minutes ago, ask you to take a few minutes to speak to the merits of your proposal, and then we'll open the floor for discussion. Over to you.

Edmund Ho
Proposal Presenter, Vancity Investment Management

Thank you, Madam Chair. Morning, ladies and gentlemen. My name is Edmund Ho. Thank you for this opportunity to present our shareholder proposal today. I'd like to acknowledge that we're on Treaty Six territory and the homeland of Métis and other First Nations groups. On behalf of Vancity Investment Management, I'd like to thank RBC for their willingness to engage with us in the dialogue we've had surrounding this. We bring this proposal forward because we believe the CEO-to-median worker pay ratio is an important metric to disclose and will provide value for shareholders. This proposal is not about limiting executive compensation, rather to obtain data to show how value generated across an organization is attributed. Consider that the average pay for the 100 best paid CEOs in Canada saw a 1-year increase of 31% in 2021.

Contrast this with the average pay for a private sector employee who only saw a 3% increase. This effectively represents a 2% pay cut once inflation is factored in, whereas the 100 best paid CEOs received on average a 26% increase net of inflation. The value created by companies is increasingly accumulating at the top of the organization rather than being proportionally attributed throughout. The COVID-19 pandemic highlighted wage inequalities on an unprecedented scale. This has now been further exacerbated by high inflation. Nearly half of Canadian households saw their debt increase and have had to access savings to stay afloat. We've heard from Mr. McKay's opening remarks that for the average Canadian, it is increasingly more difficult to meet ends meet.

With day-to-day basics such as transportation, food, and shelter among sectors with the highest price increase, employees are increasingly aware that wages are not keeping up. This negatively impacts employee morale and will result in higher employee turnover and associated costs, which can be significant for human capital-intensive companies such as RBC, with now over 90,000 employees. The negative impact of widening compensation gaps on company performance cannot be overstated. Economic inequality has been a persistent issue in our society, and one of the contributing factors is this growing disparity between executive and employee pay. The CEO-to-worker pay gap was at 243 times in 2021. Contrast to just 155 times in 2009. We believe this widening gap is not sustainable in the long run and will have negative implications for not only the company, but the broader economy.

Research have shown that income inequality hinders economic growth to the tune of 2% to 4% in lost GDP growth annually. Studies have also shown that income inequality results in more social unrest, increased levels of mental illness, and longer and more severe recessions. These risks are especially relevant to financial institutions like RBC, which depend on a thriving economy to drive growth. Public disclosure of the CEO-to-median worker pay ratio provides all stakeholders a quantifiable way to monitor the trend over time and to help ensure this gap does not grow at an unsustainable pace. We emphasize that the ratio from a single year is not the focus, but rather the trend over time. In the management circular, RBC's board statement points to the absence of a prescribed disclosure requirement in Canada as a reason to not disclose this ratio.

We'd like to point out that mandatory disclosure are in place in the U.S. and the U.K., and very well-established frameworks for calculation are already in place. This includes standards from the GRI, of which RBC is a supporter of. We would also like to point out that peer Scotiabank has started to disclose this ratio. Categorically reject the board's assertion that disclosure of this ratio would not address the shareholders' concern, as our proposal solely targets the disclosure of this ratio. Given RBC's position as a strong corporate and ESG leader in Canada, we believe RBC's disclosure will benefit the organization in long term and help set an example for other corporations to follow.

We move the proposal and urge shareholders to vote for that the board of directors undertake a review of executive compensation levels in relation to the entire workforce and at reasonable cost, and omitting proprietary information, publicly disclose the CEO compensation to median worker pay ratio on an annual basis. Thank you.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you very much, Mr. Ho. Is there any further discussion on proposal number 6? Karen, is there anything on the Lumi platform?

Speaker 21

Yes, we do have a question from Mr. Gagnon, and Patricia will read the question.

Richard Anziwe
Vice President, Commercial Financial Services, Royal Bank of Canada

My name is Willy Gagnon, I'm here representing MÉDAC. MÉDAC for several years submitted a proposal to all the banks and to about 15 open societies asking for the disclosure of a compensation ratio. A proposal which is very similar to proposal number 6 that is brought up today by Vancity. The experience in the United States proves that the calculation of such a ratio is possible. Desjardins published its ratio several years ago already. Other banks in the country said that they're using the ratio, but they do not want to disclose it. What is RBC waiting for and when will disclose it? We vote for the proposal, and we invite the majority of shareholders to support it as well.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you very much. Are there any other comments and questions on proposal-?

Speaker 21

No further questions.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you. The last proposal is, the last two shareholder proposals are being put forward by MÉDAC. MÉDAC is represented by Mr. Willy Gagnon, who is here on the phone to present these proposals. Mr. Gagnon, you have a few minutes, and you can explain the interest of each of the two proposals that you put forward. Then we will have a discussion afterwards. Mr. Gagnon, you have the floor.

Willy Gagnon
Representative, MÉDAC

Yes. Hello, Madam Chair. Can you hear me fine?

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Very well.

Willy Gagnon
Representative, MÉDAC

Yes.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Very well.

Willy Gagnon
Representative, MÉDAC

Wonderful. Wonderful. My name is Willy Gagnon, and I'm representing MÉDAC, the Mouvement d'éducation et de défense des actionnaires. Every year, we submit proposals, and five this year. We are proposing a proposal on the consultative vote as far as the objective in the environmental field and climate field. We submitted this proposal last year already, and we had about 145 million votes for this proposal. That represents about CAD 20 billion. This practice has already been put in place by the Laurentian Bank and other banks. This practice is very common now, and it's a similar practice to the consultative vote on compensation. Shareholders could have their say on the environmental practice of the bank and could orient the bank and explain why some shareholders would not support the environmental policy.

We saw today that several people have questions and complaints about environmental issues, and they presented them today. RBC should do something, and most shareholders supported the proposal. I'm not sure if you want me to explain the next proposal, Madam Chair. Yes or no?

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Number eight.

Willy Gagnon
Representative, MÉDAC

Wonderful. Proposal number eight is that the bank pre-presents a report on all the loans to support community society and how to show the value of the businesses it lends money to. We already sent you such a proposal in the past, and we would suggest the bank to follow one of the initiatives of the sustainable principle of the United Nations and the national initiative as far as. These two initiatives were not put to vote, and the RBC always refused to follow this. It would've been very simple to vote for it, and most of the shareholders were in favor of this proposal. Thank you, Madam Chair.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Monsieur Gagnon. Thank you, Mr. Gagnon. Comments or questions on proposal seven and eight from MÉDAC? Karen, anything from the Lumi platform?

Speaker 21

No, we have no questions.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you. That brings us to the end of the proposal segment of today's proceedings, and we'll now go ahead with the vote on all 8 of the shareholder proposals. If you're attending the meeting in person, please use ballot C and mark your vote on each of the 8 shareholder proposals that are being put to a vote today. If you're attending online, please use the voting tool on the Lumi platform, and I'm just gonna pause here for a few seconds to allow people to complete their votes. At this point, I'm gonna ask the scrutineers to collect ballot C. Please raise your hand if you have a ballot for collection in person. Are there more ballots to be collected? Very good. As we've now dealt with all the business items on our agenda, I declare voting on all matters closed.

At RBC, we have an enduring belief in the power of ideas. After all, our clients wake up thinking about the things they value, the ideas they have for their lives, their families, their businesses, and their communities. RBCers wake up wanting to share ideas of their own, ideas to help clients thrive and communities prosper. Making these ideas happen is our endless pursuit. We'd now like to share a video that showcases RBC's brand platform, Ideas Happen Here.

Speaker 25

We are the bank of ideas, your ideas and our ideas together. We are the bank of your idea to start up, show up, and start over, to grow old and stay young, to move in and make a mess and make more out of less. We are the bank of your honeymoon and homecomings, your sweet 16s and 20th anniversaries, first birthdays and first places, and all the ideas in between. Because when your ideas happen, your side hustle happens, your big break happens. Your let's do it, let's build it, let's make this once in a lifetime, just gotta shoot your shot ideas happen. We believe ideas are more than advice. They start conversations. They amplify new voices and even make your day a little better. We believe in the life-changing, world-shaping, frontier-blazing power of ideas, and we're here to make them happen. RBC: Ideas happen here.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Now we're going to move on to the question period. Before we begin, Karen, could you please remind us how to ask questions during this portion of today's meeting?

Karen McCarthy
Senior Vice-President, Associate General Counsel, and Secretary, Royal Bank of Canada

With pleasure. If you are attending the meeting in person, either in the Adam Ballroom or in the William Pascoe, and have a question, please proceed to the nearest microphone. If you're attending the meeting online and wish to submit a written question, select the messaging icon at the top of your screen. Type your question in the Ask a Question box at the bottom of the messaging screen. Please also type your email address in case we may need to contact you after the meeting. Click the Send button. If you are attending the meeting online and wish to ask a question via live audio, please type your phone number in the Ask a Question box at the bottom of the messaging screen. Click on the Send button. A Lumi representative will dial you into the meeting.

Once you answer the call, you will hear the meeting from your phone. Please mute your computer and listen to the live feed on your phone only. This will prevent any delay or feedback when called upon to ask your question. You will automatically be unmuted. In order to give all shareholders or proxy holders the opportunity to participate and ask questions, please only ask 1 question at a time and speak no more than 1 minute. You can then re-queue if you have another question. Questions should be of interest to all shareholders and not of a personal nature. If your question is related to a personal matter, please speak with the RBC representative at our information desk in the lobby. If you are attending the meeting online, an RBC representative will contact you after the meeting.

As I stated earlier, to ensure a safe and respectful environment for all attendees, objectionable conduct such as verbal harassment, physical aggression, or attempts to disrupt the meeting will not be tolerated. The chair of the meeting may request that any attendee engaging in objectionable conduct leave or be removed from the meeting. For more information on how this question period will be conducted, please refer to the rules of conduct which were handed out this morning to participants who joined in person and which are available on our website and on the Lumi platform.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Karen. We'll have an active question and answer period, I'm sure. I'll just remind people to be courteous to the others who would like to ask a question, make sure that we are being brief and concise. I've asked Dave back up to the podium to answer questions on the business of the bank.

Dave McKay
President and CEO, Royal Bank of Canada

Katie, maybe I'll start by answering a number of the important points that were made during the shareholder proposals. A number of really important themes came out there, and I'd like to maybe cover some of those off first, 'cause I didn't have a chance to respond during that session, so.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

I think that's a very excellent idea.

Dave McKay
President and CEO, Royal Bank of Canada

Thank you. Thank you for being here today. You know, I was reflecting on, I think it was Rocheda's comments. Rocheda, I assure you, we can see you clearly here. Our mistake was not putting. There was a video here, and we're seeing everybody at microphone four. We can see your eyes. We can see or hear, see and hear your comments. We should have probably put that up on the screen so everyone else in the room can see those comments. I can assure you're seen and heard by the management team. I share your passion and your comments. Your important comments around sustainable growth, sustainable development, and hope and aspiration for our kids. Like you, I have a family.

Like you, I have strong hopes for my family, and I know we have to build a sustainable future. I can assure you in our whole organization we think the same way as we think about the next generation. In fact, we've committed CAD 500 million to the future of our youth, future of work, future of sustainable growth in our economy for youth. I think it was a really important comment that you made around we all have hopes for our children, and we are all building towards a sustainable future for the next generation and future generations to come. As part of that journey, so many important points were made in the comments around the shareholder proposals around where we're trying to get to.

I think where we're trying to get to is a world of net zero emissions, because the emissions of CO2 and CO2 equivalents, whether it's methane or nitrous oxide. I studied nitrous oxide this week at the University of Saskatchewan in the nitrogen cycle, trying to understand from regenerative ag, how we're emitting and what we can do about it. We're committed to a journey, a global journey, a journey where through the Paris Agreement and others that we signed on to interim targets in 2030 of emissions and net zero in 2050. We are committed to that journey of reducing emissions because that is a cause of global warming. We set targets around interim progress. Those are our clients' emissions for the most part.

We do have our own emissions we've committed to reducing by 70% in 2025. We've committed to working with our clients through these interim targets to 2030, and we think it's really important that we make material progress as a society, collectively, government, business, all citizens have a role to play in this because it is an imperative that we're successful in this journey. I reflect on the areas where we're at risk of not being successful. The areas that actually concern me most and what we're working on is a disorderly journey, a journey where we have food insecurity, a journey where we have energy insecurity, as one of the commentators on Proposal 5 said. A journey where we have geopolitical instability.

'Cause we've already seen in other parts of our world where any of those elements, one or more of those elements are present, then the focus on this critical climate journey gets put to the side, and we focus on the core necessity of eating, of feeding ourselves, of moving around society, of heating our homes. That's why an orderly journey where we have to think through this and reach our targets in a smart, organized, collective way is, I think, the only way to get there. We've seen more coal plants, not financed by RBC, but more coal plants sponsored by governments in Europe out of the necessity of not freezing, of staying warm. We have to have an orderly, inclusive transition. The second thing I worry about in this journey, and a number of proposals commented on this, is the cost of inflation.

I referenced it in my speech. The cost of living, food, transportation, goods and services in our economy is really stressing many parts of our organization. A disorderly, insecure journey is gonna be significantly inflationary yet again. If we stop using or producing fossil fuels and there's none available, we do not have enough renewable wind, solar, nuclear, hydropower right now to keep our society going. Therefore, if we're not smart about this and orderly, we risk that journey. We fundamentally share the absolute destination we have to get to. There's no disagreement where we have to get to. Where I think we disagree is how to get there and what is a practical, smart, inclusive, safe journey that has the highest probability of success.

That's what we're advocating for, working together with government through our Institute, through our commitments and our four pillars, through our targets to get to a net zero world that brings everybody with us, and we're successful. I think that is the essence of where we agree and where I think we need to work. We need to keep talking around what is a practical path that all Canadians, all Americans can agree upon. It's gonna be hard to agree upon 'cause there's many different perspectives on the how. I hope we do agree on the what, 'cause I know I agree with the what. I know, and this institution, this incredible institution that's 90,000 people, are committed to getting to that net zero.

You're seeing an enormous amount of work from the regenerative agriculture work that we're doing, from the conversations we have with farmers, to the work on pathways, to every sector of the economy. As we think about our clients' journey and working with them on that journey and understanding the journey and measuring the progress against that journey, and yes, at the appropriate time, holding them accountable for that journey, is all part of a successful journey. I think it's really important. I hadn't had a chance to respond to many of the comments, but that's who we are and that's how we're approaching it. That's why we've been recognized for the leadership role that we have played and will continue to play in our world. There's been comments around free, prior and informed consent, very important comments.

Where we first and foremost fundamentally agree is the entire underpinning of free, prior and informed consent is building relationships with your partners who are gonna be part of this journey and impacted by the journey of building and growing and having a successful, prosperous country. We have to build relationships and take time to build those relationships. Those relationships are built on dialogue and communication. I am proud of the organization 'cause we've done that, including with many of the proposers in the room today. I think free, prior and informed consent is a very complex issue. It's an issue that has to be led by Indigenous communities, governments, and those businesses that own and operate the assets and the projects in question.

Yes, as a financier and one of many financiers, including Coastal GasLink, which I think has over 20 different financiers, and we have an equal participation, and we take accountability for that. We're one of 20 different players and financiers, including bondholders and equity holders who also finance these projects. We have a responsibility to be part of that. This is an evolving and complex place, and we have to get it right. You have our commitment that we'll continue to learn, understand, communicate, to understand how Canada's going to move forward, from the very base levels of the Equator Principles, to your point, to a collective agreement on what you know, free, prior and informed consent is. It has to be led by our governments and Indigenous communities and those proposals. We'll participate and support that, but we can't lead it.

We don't have a veto over it. I think it's really, a really important comment 'cause it is an evolving space. It is a really important that we resolve this. There's lots of different perspectives. To the fundamental tenet that we have to build relationships and keep talking and make sure we get this right. We do incorporate it into our risk practices as we think that through. I think that, you know, there are many, many comments about how we think about the journey from a net zero perspective, how we think about the journey from a free, informed consent. Maybe I'm sure the question will come up, so I'll just address it now. Coastal GasLink, CGL, has been the basis for many of the shareholder comments today, and it's an important project.

Let's start with the facts that we see and that we hear from the 20 communities, indigenous communities, indigenous nations whose land is part of this overall agreement. This project has the support of all 20 of those nations, all 20 hereditary... Sorry, all 20 elected leaders, many hereditary. This project has the full approval, regulatory approval of the Canadian government and support from the BC government. This project is good economically for the First Nations in those communities. They have an option to acquire 10% significant economic interest, and I think that is a fantastic model for the future.

We're seeing that increasingly as part of the overall free, prior and informed consent and models around what is our economic participation and our ability, in addition to CAD 1 billion of contracts that have gone to First Nations communities to help build the overall pipeline. Not aware of any of the challenges it currently has. We do not operate the project. We're not responsible for the day-to-day operator. We are solely financier. We are responsible for the risk and understanding the risk of the project. I get that as a financier, but we do not operate the project, and it's not fair to hold us accountable for anything that happens day to day in that project, and I encourage you to look to the owners or to the government for those answers. I'm not aware of any of the challenges this currently has today.

The project itself has strong support of the communities, the governments that are involved as a financial benefit, and therefore it's important to the overall Canadian journey and global journey as we export lower emitting LNG to the rest of the world and help them get off coal, help them get off dirty diesel in many countries. I was just with the Prime Minister of a large Caribbean nation, he was talking about how does he get his economy to net zero, how does he get his electricity grid off of dirty diesel, how does he get dirty diesel out of all of the transportation on his island. The solution, he can't put a nuclear reactor there because he's in hurricane zone. He doesn't have room for solar or wind.

His only solution to get to net zero, and he has a plan, an incredible plan, is to build an LNG import facility and convert the grid to much, much cleaner, not net zero yet. Then he's got a plan to create voluntary credit offsets to offset the emissions from that LNG. He has a plan to get to net zero, but it requires converting his economy to LNG, and he can get to a net zero country. Why wouldn't we support that? Because that's the journey we're trying to get to net zero for the world, to get him off those dirty energy into a cleaner energy. We're fighting over, we shouldn't do this because the world is better off. I think collectively, we have to see that the world is gonna be better off with some of these actions.

That's why Coastal GasLink can be part of an overall global solution to create a more sustainable future for our kids. I think those are all really important points in how I, myself and the organization and the board think about this journey, the role that we have to play, the commitments we've made, and why you can count on us to get there. With that, Katie, I think those were important points to address up front. I think, you know, just for the, you know, we've spent a fair bit of time articulating this now and responding. I think if the questions remain around Coastal GasLink, I think we'll entertain short questions, but I think we've responded from RBC's perspective on how we think about a number of these issues.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Dave. That was terrific. We do have some questions from microphone four.

Dave McKay
President and CEO, Royal Bank of Canada

I can see you clearly. Thank you.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

We can see you clearly. Karen, you'll tell us if we have questions from the online platform as we go.

Kim Ulmer
Regional President, Royal Bank of Canada

We currently have no questions.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you. Go ahead, microphone 4.

Janet Williams
Wet'suwet'en Matriarch and Land Defender, Gidimt'en Clan, Wet'suwet'en Nation

uncertain My name is Auntie Janet. I'm a Wet'suwet'en Matriarch and land defender. RBC is funding policy brutally and violence against Indigenous women. RBC's financing a project like the Coastal GasLink pipeline have facilitated armed raids on Wet'suwet'en territory that attacked and harmed Indigenous women and land defenders. Just last week, they attacked us again. They hurt my niece. It's not a good thing. RBC can't claim to take reconciliation seriously while funding violence against Indigenous women and land defenders on our territories, on our Yintah, where I live. RBC funding a fossil fuel project like Coastal GasLink, endangering our community and Wedzin Kwa, and the subsequent man camps that are built to construct these projects are the reason that we have an epidemic of missing and murdered Indigenous women and children on our land, our territory, our Yintah.

We are here wearing red dresses to bring the memories of our loved ones and the violence they've experienced in front of your board and your executives. I'm Cassia. My chief is Chief Woos, and he's a high chief of the Gidimt'en Clan, and I belong to Cas Yikh House. I was just out here earlier. I'm an elder. I live out on the inter, and I've been accosted out here by your goons. My high chief here, he had been touched as well. He's my father clan, high chief on my father clan side, and nobody should touch a high chief. Nobody should touch an elder like myself. Been living out there for a long time with my husband, Lawrence Basil, and we fight every day, every night when these people come.

My question to you is, will RBC commit to taking the safety of Indigenous women seriously and defunding all fossil fuel projects on Indigenous lands? That's all I have to say.

Dave McKay
President and CEO, Royal Bank of Canada

Thank you for that question and your point. We come back to, it's important that we continue to have a dialogue among all participants, whether that's the owner and operator of the project, TC Energy, and Indigenous communities. From RBC's perspective, I come back to the point that's been answered already that all 20 nations have approved this project at the end of the day. The Canadian government has approved this project. The BC government supports this project. It is beneficial to the communities that go through it, which is why it's received that support. And that is what is guiding RBC in its decision to continue to finance an important project for those communities as they have spoken to us as well. Thank you very much for your question.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

We'll go here to microphone number 2.

Stewart Phillip
Grand Chief, Union of BC Indian Chiefs

Good afternoon, everyone. I just have a couple of comments. The first one is I heard earlier the comment that, in some fashion, public concerns expressed about the devastating impacts of climate change and its relationship to the banking community is somehow rhetoric. I just want to say for the record that I don't believe the catastrophic flooding events, wildfires, crop failures, drought, and things of that nature are rhetoric. I think we need to understand and accept the fact that this is the reality that we're facing this upcoming summer and the summer after that. It continuously begins to get worse and worse. The other thing that I heard was that, somehow, pipelines, oil and gas is a good thing for Indigenous people. I don't support that either.

You know, I've spent my entire life in the workforce, starting out carrying a lunch pail. I was a member of the IWA, the International Woodworkers of America, and I used to pack my lunch every day, every morning. You don't do that when you build pipelines. It's a very transient industry. It's, There's a massive influx of workers. They build the project, and they move on to the next one. It's not sustainable. To Indigenous people, it goes right back to the poverty that they found themselves in when the pipeline was first introduced. Those are the realities. It's boom and bust. It's, you know, back to crushing poverty, addictions, and everything that that represents. Pipelines are notorious for subsidizing the drug trade in our communities and addictions and opioid overdoses and things of that nature.

I think we need to understand that and, you know, and not be lulled into some sense that, you know, banking is the most wonderful thing in the world. It's, you know, it comes with a lot of, a lot of pimples. I just wanna say that reconciliation, the UN Declaration, and free, prior and informed consent, reconciliation is not for wimps. You know, it takes a sense of boldness and courage and doing the right thing, and it's not easy, but we have to do it. Thank you.

Dave McKay
President and CEO, Royal Bank of Canada

Thank you, Chief, for those really important comments. I just wanna assure you, it is not rhetoric. We share the sense of urgency. In fact, we have adopted internally in our emission targets that they will align to a 1.5 degree scenario. Which is the more aggressive of the overall climate pathways and climate scenarios that global leaders have talked about. In fact, Canada has not yet signed up to a 1.5 degree scenario, as you may be aware, but RBC has, which is a standard even higher than our own country. It leaves us with gaps in the strategy on how to get there. We're working with our clients right now on the urgency of closing those gaps and moving forward.

What encourages me, what really encourages me, because this is a daunting task that we're taking on as a society. What encourages me is the seriousness with the vast majority of CEOs are taking this from every from apparel to agriculture to manufacturing, to building buildings, feeding ourselves, moving within society, including energizing our society. There is momentum like there's never been. I think it's just because we are taking this so seriously. We are not dismissing this journey. Even with the economic turbulence that we're seeing, when I get together with other CEOs, and I do very frequently, particularly in the U.S., no one's moving off their commitments and no one's withdrawing capital from this really, really important journey.

I just wanna assure you, 'cause it's so important what you said, that this is not rhetoric and that we're committed to our goals because we believe in a sustainable future. I've talked to my own kids about that, who ask me, "How are you gonna do this? How are we gonna do this?" Not without risk. That's why we started the Climate Institute, and we announced it yesterday, led by John Stackhouse, who's doing incredible work and helping us understand how policy has to change, how we have to work with government, how we work together on ensuring the success of this journey. There's a lot of work to do together. One area that is not getting a lot of attention that we have to focus on is, I call demand side, consumer side.

Like, we are putting all the pressure in society on the manufacturing supply side to change and make it an easy journey for us as citizens. So far, for the most part, we've appeared unwilling to change our consumption behaviors, our mobility behaviors to lower our footprint, and that's something we're gonna have to deal with as a society. Businesses and supply side is taking this on, but it could be over a CAD 2 trillion journey according to our calculation with significant risk if we can work together. That requires policy change, that requires different perspectives in climate literacy, same as financial literacy. I think those are the areas we're focusing to help our country be successful in this journey and help our country solve challenges in the rest of the world that they're challenged to solve.

If this Caribbean nation can truly get to net-zero, who's gonna send them the LNG? Do we not want them to get to net-zero? Of course, we do. Who's gonna send the LNG then? Someone has to. They can't make it themselves. They want to get to net-zero, they're asking for our help. Germany wants to heat their homes. They don't wanna freeze. They're asking for our help. Asian nations are saying, "Will you supply us with LNG so we can decarbonize our society?" To date, we said, "No." Is that the right answer at the end of the day if we are truly getting to net-zero globally? It is not rhetoric, and thank you for asking that question. We take the journey, the participation of the journey.

I also has, and our team, in particular, have spoken to so many leaders, indigenous leaders in our country, particularly those involved in Coastal GasLink and others, and Trans Mountain, as others have referenced. The perspective that we hear is when you have a pipeline that is in constant production and you're a 10% owner, then there's a constant cash flow that comes from that as an economic interest. That's why we're encouraging and so encouraged by the number of projects that are coming forward with long-term equity ownership opportunities for indigenous communities. I absolutely accept your fact if it's just you're part of the build and you're not part of the overall equity ownership group, when you have an equity ownership, there is a long-term economic benefit from that.

I think that's what we're hearing from so many communities across Coastal GasLink, that, "This is good for my community." To your point, this is constant return on investment that I can turn around with that, those dividends and those earnings and reinvest in education and healthcare and the prosperity of my community. That's what we're hearing. That's why we're supportive. Your points are so important, and thank you for allowing me to respond.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you. We have, we now have a question online. We've taken a couple here in the, in the hotel, so we'll take the question online now, Karen.

Dave McKay
President and CEO, Royal Bank of Canada

We have a question via live audio from Mr. Willy Gagnon.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Go ahead, Mr. Gagnon.

Speaker 21

Hello. Can you hear me clearly?

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Yes, we can.

Speaker 21

I would have liked to take a few seconds. This is Willy Gagnon from the MÉDAC. I just want here to talk about the other proposal that was sent by the MÉDAC to RBC. I know that they are consideration, that they are in the margin of the main topic today, which is environment. We had sent a proposal asking the disclosure of the languages spoken by the directors. The information was supposed to be disclosed on page 18. We would have liked to know per director just like other companies. All companies that we have sent this proposal to, they've all said yes to our proposal in order to let us know, tell us, you know, what language the directors speak.

We sent a proposal asking the bank has some security for the artificial intelligence. We agreed not to put this to the vote. This is on page 129 of the circular. We had also sent a proposal in asking the RBC to increase its transition effort. We would have liked the bank examine the report. We certainly hope that it will and that it will report on it in the future. We are now talking about information on page 130 of the circular. We hope that there will be a very clear report on all the efforts of the bank environmentally speaking.

We wanted all this to be in one spot in the circular, so that in one look, people can see what the bank said it was going to do, the commitment that it respected, and also the timeline of those commitments. I think that in the perspective of what happened today, in the meeting floor, it would certainly be very good to have a scorecard this way in the future. Thank you very much, Mr. Chairman. Mr. Chair.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Mr. Gagnon.

Speaker 21

So the-

Dave McKay
President and CEO, Royal Bank of Canada

There was a question about artificial intelligence.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

These were Mr. Gagnon's comments on the 3 proposals that MÉDAC submitted and withdrew. They are contained in the circular, as I mentioned in my earlier remarks. Thank you, Mr. Gagnon, for drawing shareholder and meeting attention to those. One was on language, one was on artificial intelligence, and the third, I couldn't hear it either. It was just 2?

Dave McKay
President and CEO, Royal Bank of Canada

Environmental policy.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Environmental policy. That's right. We've spoken about all of those. The circular describes, we have four bilingual directors on our board. Many directors speak another language besides French and English as well. Artificial intelligence, Dave, we describe the bank's approach to that, again, in the circular, an area of great interest, and I would say also great concern of the management team. Did you wanna make any further comments? No. We'll go on to microphone number four. Go ahead, microphone four. Thank you.

Eve Saint
Land Defender, Wet'suwet'en Nation / Gidimt'en Clan

Okay, thank you. I just wanted to note that my question isn't just about Coastal GasLink. It has to do with others. I don't wanna get cut off. Okay. My name is Eve Saint, and I'm the eldest daughter of Hereditary Chief Woos of the Gidimt'en Clan, Cas Yikh House. I just wanted to let you know that Coastal GasLink does not have the proper, free, prior and informed consent of the true title holders of Wet’suwet’en territories. Hereditary chiefs such as Chief Na'moks and Chief Gisdaywa are the true title holders of those lands, such even recognized in the Supreme Court of Canada. I would just like to update you on what is going on out on the territories.

We have experienced three years in a row, to January 2019, February 2020, and November 2021, we have experienced up to 100 militarized RCMP come into the territory and rip a number of Wet’suwet’en members, myself included, Molly Wickham, my sisters, Auntie Janet, off our territories by gunpoint. Actually, just last week, we experienced a raid, too. Our fourth raid. It wasn't as big as the other raids, but nonetheless, a raid, where five arrests were ripped off the territory by gunpoint. I just want to let you know that these investments are violating indigenous rights and also the rest. This is something, the highest colonial violence that indigenous people can face, and this is by your investments in these projects.

Just shy of CAD 50 million was spent on RCMP, a detachment called C-IRG. This is to police these projects and keep Indigenous people off their territories. Just in the beginning of March 2023, another CAD 36 million is given to this detachment of the RCMP. My question to you is, will you stop investing in Indigenous violence? These projects go through Indigenous territories. We, even actually just at the door, while we were coming to this meeting to sit with you, to share our concerns with you, we were met with violence. I was met with violence, our hereditary chief was met with violence, and our elder was met with violence. We were secluded and we weren't able to sit with you.

Speaker 23

My question is, will you stop investing in Indigenous violence?

Dave McKay
President and CEO, Royal Bank of Canada

Thank you for that question. I believe I've already answered that. We'll take the next question. Thank you.

Speaker 23

No, but.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Go ahead, microphone number 4.

Dave McKay
President and CEO, Royal Bank of Canada

I'm not gonna entertain any more questions on Coastal GasLink. I believe I've answered-.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Yes.

Dave McKay
President and CEO, Royal Bank of Canada

-everything the ability of the bank to answer. It's, we're not the owners of the project. I think we've covered fossil fuels, we've covered free prior consent, we've covered Coastal GasLink. We'll not entertain any more questions on those topics and let other shareholders have a chance to ask other questions about the nature of RBC's business. Please go ahead, number 4, if it's not pertaining to those issues.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Is pertaining to the business of RBC, please. Thanks. Go ahead.

Speaker 23

Hello. My name is Jocelyn Allen, known as Jossie. I'm also a Wet'suwet'en land defender and also the daughter of Chief Woos. Exactly one week ago, RCMP raided Gidimt'en Village site, arrested five land defenders, including myself. These arrests are intimidation tactics to remove people from our lands.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

I'm sorry.

Speaker 23

Separate us... Don't interrupt me. Separate us from our cultures and people. All of it is possible because of RBC's financing of projects like Coastal GasLink. The police brutality that myself and others have experienced at the hands of RCMP is a direct result of the Royal Bank of Canada's corporate colonialism. This is what it means to be an indigenous woman on my own lands. To experience the highest forms of violence for protecting our waters and territories from the violence that you are financing. This is what RBC is investing in, colonial violence and police brutality.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

I'm sorry. I am gonna have to stop you.

Speaker 23

No.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

I'm sorry. I am going to interrupt you because we did ask for the business of the meeting to be focused on RBC.

Speaker 23

The-

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

You've already had a chance to express many views on this topic, you and your colleagues, and we really want to make sure that we're focusing the agenda on the business of the bank. Are there any further questions or comments on RBC's business? I don't see anything further, and I've now been informed that the scrutineers have completed their preliminary tabulation of the votes that were cast in respect of each of the items on the agenda of this annual and special meeting of common shareholders. Karen, I'm now gonna turn it over to you to let us know the outcome of the scrutineers report. Thank you.

Karen McCarthy
Senior Vice-President, Associate General Counsel, and Secretary, Royal Bank of Canada

The scrutineers have reported that 53% of eligible shares have been voted at this meeting. According to the scrutineers report, I'm pleased to report that all 12 director nominees named in the circular have been elected with over 94% of the votes in favor. PricewaterhouseCoopers was reappointed as our auditor with 99% of the votes in favor. The advisory resolution on the approach to executive compensation was passed with 96% of the votes in favor. The ordinary resolution to approve an amendment to the bank stock option plan was passed with 97% of the votes in favor. The special resolution to approve an amendment to Bylaw 3 of the bank was passed with 98% of the votes in favor. The shareholder proposals were not approved. Proposal 1 on the divesting pollution-intensive assets received 89% of the votes against.

Proposal two of free, prior and informed consent receives 72% of the votes against. Proposal three on third-party racial equity audit received 56% of the votes against. Proposal four on absolute greenhouse gas emissions received 78% of the votes against. Proposal five on a time-bound phase-out of lending to companies engaged in new fossil fuel exploration received 89% of the votes against. Proposal six on disclosure of a pay equity ratio received 83% of the votes against. Proposal seven on an advisory vote on environmental policies received 77% of the votes against. Proposal eight of the circular economy received 89% of the votes against. Final detailed results will be posted on the bank's website and on SEDAR. As mentioned earlier, the special meeting of first preferred shareholders will reconvene on May second in Mississauga, Ontario.

For more information, please visit our investor relations site at rbc.com.

Kathleen Taylor
Chair of the Board, Royal Bank of Canada

Thank you, Karen. As you've heard today, we place great importance on RBC's value of diversity and on constructive engagement with our shareholders and stakeholders. RBC believes it has an opportunity and business imperative to put the bank's collective energy toward positive change to drive a more inclusive future. As noted in our response in the circular, RBC conducted an employment systems review in 2020, which formed the foundation of our Diversity and Inclusion Roadmap 2025, which the board reviewed in early 2022. We value the recommendation for a further equity audit at some point, and we'll take away the voting result on that proposal for consideration. Also, as mentioned in our circular, we have initiated engagement with the Canadian Bankers Association on this important topic. RBC is encouraged that these conversations are taking place.

Engaging with our shareholders is an important way for us to continue to strengthen our commitment to advancing diversity and representation, strengthening inclusion, and enabling greater economic inclusion. Again, as you've heard today, we remain strongly committed to fostering diversity and inclusion at RBC and in the communities where we live and work. We're engaged with a full heart, open to listening and learning on this journey. Before we close, on behalf of the board and our shareholders, I'd like to once again express sincere appreciation to RBC employees. Your dedication and commitment to serving our clients has been the force that continues to differentiate RBC as an organization, and we are immensely grateful for all that you do.

I'd also like to thank Dave McKay and the senior leadership team for their values-led leadership, their focus on environmental and social matters, and their commitment to helping our clients thrive and our communities prosper. Your ongoing leadership will be an enduring legacy and build long-term value for all our stakeholders. To you, our shareholders, thank you so much for being with us today. A special deep-felt thank you to the City of Saskatoon and its surrounding communities that we serve for hosting us today and in the days prior. Until we meet again, we wish good health to you, your families, and your communities. Ladies and gentlemen, that completes our meeting today. Thank you so much for joining us.

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