Royal Bank of Canada Management Proxy Circular now available



    TORONTO, Feb. 2 /CNW/ - Royal Bank of Canada (RY on TSX and NYSE) today
announced it has filed with securities regulators and is mailing to
shareholders its Notice of Annual Meeting of Common Shareholders and
Management Proxy Circular for 2009. The document is also available online at
www.rbc.com/governance.
    In connection with the release of its management proxy circular, RBC also
announced that Gordon M. Nixon, President and CEO, informed the Human
Resources Committee of the Board of Directors of his personal decision to
forego his 2008 mid-term and long-term compensation, which represents the
majority of his variable compensation for 2008. In addition, Mr. Nixon
indicated he will acquire shares of RBC for a value equivalent to the
short-term cash incentive payment made in December 2008. "I am proud of the
accomplishments and the performance of RBC, especially relative to our global
peers, but in light of the current state of global markets and the challenges
faced by so many in Canada and around the world, I feel this decision is right
for both me and the Bank," Mr. Nixon said.
    While the Committee continues to consider Mr. Nixon's 2008 compensation
to be appropriate given the Bank's absolute and relative performance last
year, it accepts and respects his decision.
    RBC has been one of the world's top performing banks over the past year.
RBC reported earnings of over $4.5 billion in 2008, the highest among its
Canadian peer group, and reported return on equity of 18%. Mr. Nixon said his
decision to forego this compensation was a personal one that was unrelated to
RBC's performance, which has and continues to be solid.
    "I have confidence in the future performance of Canada and RBC but feel
my decision is appropriate at this time," said Mr. Nixon. "I believe as the
global economic performance turns around, RBC has significant opportunities
given its strong businesses and relative global strength. And as its CEO and a
significant shareholder, I would benefit from any recovery."
    Mr. Nixon will voluntarily forfeit both the mid-term incentive
compensation (Performance Deferred Share Units) and long-term incentive
compensation (10-year stock options) awarded in December 2008. For the year
ended October 31, 2008, Mr. Nixon was awarded Performancet Deferred Share
Units valued at $2.75 million, as in prior years, and stock options valued at
$2.2 million, down 20% from 2007. Mr. Nixon was also awarded short-term
incentive compensation of $2.4 million, down 40% from the prior year. This
amount was paid to Mr. Nixon in December 2008, and he will be acquiring RBC
common shares for a value equivalent to the net proceeds of this compensation.

    Caution Regarding Forward-Looking Statements

    From time to time, we make written or oral forward-looking statements
within the meaning of certain securities laws, including the "safe harbour"
provisions of the United States Private Securities Litigation Reform Act of
1995 and any applicable Canadian securities legislation. We may make
forward-looking statements in this press release, in other filings with
Canadian regulators or the SEC, in reports to shareholders and in other
communications. Forward-looking statements include, but are not limited to,
statements relating to our future performance and opportunities, and is
presented for the purpose of assisting shareholders in understanding our
financial performance and may not be appropriate for other purposes.
Forward-looking statements are typically identified by words such as
"believe," "expect," "intend" and similar expressions of future or conditional
verbs such as "will," "may," or "would."
    By their very nature, forward-looking statements require us to make
assumptions and are subject to inherent risks and uncertainties, which give
rise to the possibility that our beliefs and expectations will not prove
accurate and that our assumptions may not be correct. We caution readers not
to place undue reliance on these statements as a number of important factors
could cause our actual results to differ materially from the expectations
expressed in such forward-looking statements. These factors include the impact
of the market environment, including the impact of the continuing volatility
in the financial markets and lack of liquidity in the credit markets; general
business and economic conditions in Canada, the United States and other
countries in which we conduct business; changes in accounting standards,
policies and estimates, including changes in our estimates of provisions,
allowances and valuations; and the effects of changes in government fiscal,
monetary and other policies. We caution that the foregoing list of important
factors is not exhaustive and additional information about these and other
factors can be found in our 2008 Annual Report to Shareholders. Except as
required by law, we do not undertake to update any forward-looking statement,
whether written or oral, that may be made from time to time by us or on our
behalf.





For further information:

For further information: Jackie Braden, RBC Media Relations, (416)
974-2124; Marcia Moffat, RBC Investor Relations, (416) 955-7803; Bill
Anderson, RBC Investor Relations, (416) 955-7804


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