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2. Antecedentes

3.1. Metodología

3.6.7. Identificación de las Obligaciones a Corto Plazo

Preferred –An unlimited number of First Preferred Shares and Second Preferred Shares without nominal or par value, issuable in series; the aggregate consideration for which all the First Preferred Shares and all the Second Preferred Shares that may be issued may not exceed $20 billion and $5 billion, respectively.

Common –An unlimited number of shares without nominal or par value may be issued.

Issued and outstanding shares(1)

2010 2009 2008 Number of shares (000s) Amount Dividends declared per share Number of shares (000s) Amount Dividends declared per share Number of shares (000s) Amount Dividends declared per share Preferred share liabilities

First preferred

Non-cumulative Series N(2) – $ – $ – – $ – $ – – $ – $ .88

Preferred share liabilities, net of treasury holdings – $ – – $ – – $ –

Preferred shares First preferred(3) Non-cumulative Series W 12,000 $ 300 $ 1.23 12,000 $ 300 $ 1.23 12,000 $ 300 $ 1.23 Non-cumulative Series AA 12,000 300 1.11 12,000 300 1.11 12,000 300 1.11 Non-cumulative Series AB 12,000 300 1.18 12,000 300 1.18 12,000 300 1.18 Non-cumulative Series AC 8,000 200 1.15 8,000 200 1.15 8,000 200 1.15 Non-cumulative Series AD 10,000 250 1.13 10,000 250 1.13 10,000 250 1.13 Non-cumulative Series AE 10,000 250 1.13 10,000 250 1.13 10,000 250 1.13 Non-cumulative Series AF 8,000 200 1.11 8,000 200 1.11 8,000 200 1.11 Non-cumulative Series AG 10,000 250 1.13 10,000 250 1.13 10,000 250 1.13 Non-cumulative Series AH 8,500 213 1.41 8,500 213 1.41 8,500 213 .81

Non-cumulative, 5-Year Rate Reset Series AJ 16,000 400 1.25 16,000 400 1.49 16,000 400 –

Non-cumulative, 5-Year Rate Reset Series AL 12,000 300 1.40 12,000 300 1.48 – – –

Non-cumulative, 5-Year Rate Reset Series AN 9,000 225 1.56 9,000 225 1.50 – – –

Non-cumulative, 5-Year Rate Reset Series AP 11,000 275 1.56 11,000 275 1.34 – – –

Non-cumulative, 5-Year Rate Reset Series AR 14,000 350 1.56 14,000 350 1.27 – – –

Non-cumulative, 5-Year Rate Reset Series AT 11,000 275 1.56 11,000 275 1.11 – – –

Non-cumulative, 5-Year Rate Reset Series AV 16,000 400 1.56 16,000 400 1.01 – – –

Non-cumulative, 5-Year Rate Reset Series AX 13,000 325 1.53 13,000 325 .87 – – –

$ 4,813 $ 4,813 $ 2,663

Common shares

Balance at beginning of year 1,417,610 $ 13,075 1,341,260 $ 10,384 1,276,260 $ 7,300

Issued on new acquisitions – – – – 59,675 2,937

Issued for general business purpose – – 65,263 2,301 – –

Issued under Dividend Reinvestment Plan 2,862 161 5,279 232 – –

Issued under the stock option plan(4) 4,450 142 5,808 158 6,445 153

Purchased for cancellation – – – – (1,120) (6)

Balance at end of year 1,424,922 $ 13,378 $ 2.00 1,417,610 $ 13,075 $ 2.00 1,341,260 $10,384 $ 2.00

Treasury shares – Preferred shares

Balance at beginning of year (65) $ (2) (260) $ (5) (249) $ (6)

Sales 313 8 618 13 1,060 23

Purchases (334) (8) (423) (10) (1,071) (22)

Balance at end of year (86) $ (2) (65) $ (2) (260) $ (5)

Treasury shares – Common shares

Balance at beginning of year (2,127) $ (95) (2,258) $ (104) (2,444) $ (101)

Sales 1,262 64 1,364 59 1,269 51

Purchases (854) (50) (1,233) (50) (1,083) (54)

Balance at end of year (1,719) $ (81) (2,127) $ (95) (2,258) $ (104)

(1) The 6.75 million exchangeable shares of a wholly owned subsidiary of Royal Bank of Canada issued for the acquisition of Phillips, Hager & North Investment Management Ltd. (PH&N) are not included in this table.

(2) On August 22, 2008, we redeemed Non-cumulative First Preferred Shares Series N at a redemption price equal to the carrying value. (3) First Preferred Shares Series were issued at $25 per share.

(4) Includes fair value adjustments to stock options of $7 million (2009 – $6 million), the exercise of stock options from tandem stock appreciation rights (SARs) awards, resulting in a reversal of the accrued liability, net of related income taxes, of $17 million (2009 – $13 million), and from renounced tandem SARs, net of related income taxes, which are nominal for the current period (2009 – $7 million).

Terms of preferred share liabilities and preferred shares Dividend per share(1) Initial period annual yield Dividend

reset rate(6) Redemptiondate(2) Issuedate

Redemption price(2), (3) Conversion date(5) At the option of the bank(2), (4) At the option of the holder Preferred shares First preferred

Non-cumulative Series W $ .306250 4.90% February 24, 2010 January 31, 2005 $ 26.00 February 24, 2010 Not convertible Non-cumulative Series AA .278125 4.45% May 24, 2011 April 4, 2006 26.00 Not convertible Not convertible Non-cumulative Series AB .293750 4.70% August 24, 2011 July 20, 2006 26.00 Not convertible Not convertible Non-cumulative Series AC .287500 4.60% November 24, 2011 November 1, 2006 26.00 Not convertible Not convertible Non-cumulative Series AD .281250 4.50% February 24, 2012 December 13, 2006 26.00 Not convertible Not convertible Non-cumulative Series AE .281250 4.50% February 24, 2012 January 19, 2007 26.00 Not convertible Not convertible Non-cumulative Series AF .278125 4.45% May 24, 2012 March 14, 2007 26.00 Not convertible Not convertible Non-cumulative Series AG .281250 4.50% May 24, 2012 April 26, 2007 26.00 Not convertible Not convertible Non-cumulative Series AH .353125 5.65% May 24, 2013 April 29, 2008 26.00 Not convertible Not convertible Non-cumulative, 5-Year Rate Reset Series AJ .312500 5.00% 1.93% February 24, 2014 September 16, 2008 25.00 Not convertible Not convertible Non-cumulative, 5-Year Rate Reset Series AL .350000 5.60% 2.67% February 24, 2014 November 3, 2008 25.00 Not convertible Not convertible Non-cumulative, 5-Year Rate Reset Series AN .390625 6.25% 3.50% February 24, 2014 December 8, 2008 25.00 Not convertible Not convertible Non-cumulative, 5-Year Rate Reset Series AP .390625 6.25% 4.19% February 24, 2014 January 14, 2009 25.00 Not convertible Not convertible Non-cumulative, 5-Year Rate Reset Series AR .390625 6.25% 4.50% February 24, 2014 January 29, 2009 25.00 Not convertible Not convertible Non-cumulative, 5-Year Rate Reset Series AT .390625 6.25% 4.06% August 24, 2014 March 9, 2009 25.00 Not convertible Not convertible Non-cumulative, 5-Year Rate Reset Series AV .390625 6.25% 4.42% August 24, 2014 April 1, 2009 25.00 Not convertible Not convertible Non-cumulative, 5-Year Rate Reset Series AX .381250 6.10% 4.13% November 24, 2014 April 29, 2009 25.00 Not convertible Not convertible

(1) Non-cumulative preferential dividends on Series W, AA, AB, AC, AD, AE, AF, AG, AH, AJ, AL, AN, AP, AR, AT, AV and AX are payable quarterly, as and when declared by the Board of Directors, on or about the 24th day of February, May, August and November. (2) The redemption price represents the price as at October 31, 2010 or the contractual

redemption price, whichever is applicable. Subject to the consent of OSFI and the requirements of the Act, we may, on or after the dates specified above, redeem First Preferred Shares. These may be redeemed for cash, in the case of Series W, at a price per share of $26, if redeemed during the 12 months commencing February 24, 2010, and decreasing by $.25 each 12-month period thereafter to a price per share of $25 if redeemed on or after February 24, 2014; and in the case of Series AA, at a price per share of $26, if redeemed during the 12 months commencing May 24, 2011, and decreasing by $.25 each 12- month period thereafter to a price per share of $25 if redeemed on or after May 24, 2015; and in the case of Series AB, at a price per share of $26, if redeemed during the 12 months commencing August 24, 2011, and decreasing by $.25 each 12-month period thereafter to a price per share of $25 if redeemed on or after August 24, 2015; and in the case of Series AC, at a price per share of $26, if redeemed during the 12 months commencing November 24, 2011, and decreasing by $.25 each 12- month period thereafter to a price per share of $25 if redeemed on or after November 24, 2015; and in the case of Series AD, at a price per share of $26, if redeemed during the 12 months commencing February 24, 2012, and decreasing by $.25 each 12- month period thereafter to a price per share of $25 if redeemed on or after February 24, 2016; and in the case of Series AE, at a price per share of $26, if redeemed during the 12 months commencing February 24, 2012, and decreasing by $.25 each 12- month period thereafter to a price per share of $25 if redeemed on or after February 24, 2016; and in the case of Series AF, at a price per share of $26, if redeemed during the 12 months commencing May 24, 2012, and decreasing by $.25 each 12- month period thereafter to a price per share of $25 if redeemed on or after May 24, 2016; and in the case of Series AG, at a price per share of $26, if redeemed during the 12 months commencing May 24, 2012, and decreasing by $.25 each 12-month period thereafter to a price per share of $25 if redeemed on or after May 24, 2016; and in the case of Series AH, at a price per share of $26, if redeemed during the 12 months commencing May 24, 2013, and decreasing by $.25 each 12- month period

thereafter to a price per share of $25 if redeemed on or after May 24, 2017; and in the case of Series AJ, at a price per share of $25, if redeemed on February 24, 2014 and on each February 24 every fifth year thereafter; and in the case of Series AL, at a price per share of $25, if redeemed on February 24, 2014 and on each February 24 every fifth year thereafter; and in the case of Series AN, at a price per share of $25, if redeemed on February 24, 2014 and on each February 24 every fifth year thereafter; and in the case of Series AP, at a price per share of $25, if redeemed on February 24, 2014 and on each February 24 every fifth year thereafter; and in the case of Series AR, at a price per share of $25, if redeemed on February 24, 2014 and on each February 24 every fifth year thereafter; and in the case of Series AT, at a price per share of $25, if redeemed on August 24, 2014 and on each August 24 every fifth year thereafter; and in the case of Series AV, at a price per share of $25, if redeemed on August 24, 2014 and on each August 24 every fifth year thereafter; and in the case of Series AX, at a price per share of $25, if redeemed on November 24, 2014 and on each November 24 every fifth year thereafter.

(3) Subject to the consent of OSFI and the requirements of the Act, we may purchase the First Preferred Shares W, AA, AB, AC, AD, AE, AF, AG, AH, AJ, AL, AN, AP, AR, AT, AV and AX for cancellation at the lowest price or prices at which, in the opinion of the Board of Directors, such shares are obtainable.

(4) Subject to the approval of the Toronto Stock Exchange, we may, on or after the dates specified above, convert First Preferred Shares Series W into our common shares. First Preferred Shares may be converted into that number of common shares determined by dividing the then-applicable redemption price by the greater of $2.50 and 95% of the weighted average trading price of common shares at such time.

(5) The conversion date refers to the date of conversion to common shares. (6) The dividend rate will reset on the earliest redemption date and every fifth year

thereafter at a rate equal to the 5-year Government of Canada bond yield plus the premium indicated. The holders have the option to convert their shares into non-cumulative floating rate First Preferred Shares subject to certain conditions on the earliest redemption date and every fifth year thereafter at a rate equal to the three- month Government of Canada Treasury Bill rate plus the premium indicated.

Restrictions on the payment of dividends

We are prohibited by the Act from declaring any dividends on our preferred or common shares when we are, or would be placed as a result of the declaration, in contravention of the capital adequacy and liquidity regulations or any regulatory directives issued under the Act. We may not pay dividends on our common shares at any time unless all dividends to which preferred shareholders are then entitled have been declared and paid or set apart for payment.

We have agreed that if Trust or Trust II fail to pay any required distribution on the trust capital securities in full, we will not declare dividends of any kind on any of our preferred or common shares. Refer to Note 17.

Currently, these limitations do not restrict the payment of dividends on our preferred or common shares.

We have also agreed that if, on any day we report financial results for a quarter, (i) we report a cumulative consolidated net loss for the immediately preceding four quarters; and (ii) during the immediately preceding quarter we fail to declare any cash dividends on all of our outstanding preferred and common shares, we may defer payments of interest on the Series 2014-1 Reset Subordinated Notes (matures on June 18, 2103). During any period while interest is being deferred, (i) interest will accrue on these notes but will not

compound; (ii) we may not declare or pay dividends (except by way of stock dividend) on, or redeem or repurchase, any of our preferred or common shares; and (iii) we may not make any payment of interest,

principal or premium on any debt securities or indebtedness for borrowed money issued or incurred by us that rank subordinate to these notes.

Dividend reinvestment plan

Our dividend reinvestment plan (plan) provides registered common shareholders with a means to receive additional common shares rather than cash dividends. The plan is only open to registered shareholders residing in Canada or the United States.

Management has the flexibility to fund the plan through open market share purchases or treasury issuances.

Shares available for future issuances

As at October 31, 2010, 57.5 million common shares are available for future issue relating to our dividend reinvestment plan and potential exercise of stock options outstanding. In addition, we may issue up to 40 million shares from treasury under the RBC Umbrella Savings and Securities Purchase Plan that was approved by shareholders on February 26, 2009.

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