November 2, 2023 Decisions and Freeze and cease trade orders Securities

Montréal – On November 1, 2023, the Autorité des marchés financiers (“AMF”) reached an agreement with the Royal Bank of Canada (“RBC”) following a joint investigation carried out by the AMF and the Ontario Securities Commission (“OSC”), which was conducted in parallel with an investigation carried out by the Securities and Exchange Commission (“SEC”) of the United States. RBC has also reached agreements with the OSC and the SEC. All three agreements arise out of the same conduct.

RBC is alleged to have failed to keep such books and records and remediate identified non-compliance with its internal accounting policies as were necessary to properly record the financial affairs of RBC as they relate to the capitalisation of internally developed software. The deficiencies noted by the AMF, although not material to RBC financial disclosures, nevertheless impugned the integrity of Québec’s capital markets and RBC’s conduct was therefore contrary to the public interest. RBC will make a voluntary payment in the amount of $2,000,000 pursuant to the agreement reached with the AMF.

The settlement reached between the OSC and RBC remains subject to approval by the Capital Markets Tribunal of Ontario.

RBC neither admits nor denies the accuracy of the facts or conclusions set out in any of the agreements reached with the AMF and the OSC.

The voluntary payments reflect the cooperation shown and efforts made by RBC in addressing and correcting the books and records and control deficiencies relating to the capitalization of internally developed software.

The Autorité des marchés financiers is the regulatory and oversight body for Québec’s financial sector.

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