Strategic Expansion of Global Wealth Management Footprint
Caution Regarding Forward Looking Information
This presentation contains 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, with respect to RBC's and Brewin Dolphin's financial performance, beliefs, plans, expectations, and
estimates. Forward-looking statements in this presentation may include, but are not limited to, statements with respect to the expected closing of the proposed transaction, plans for
the combined operations of RBC and Brewin Dolphin, the financing of the proposed transaction, the financial, operational and capital impacts of the proposed transaction, our
strategies or future actions, and our objectives and commitments. The forward-looking information contained in this presentation is presented for the purpose of assisting
shareholders and analysts in understanding the proposed transaction and may not be appropriate for other purposes. Forward looking statements are typically identified by words
such as "believe", "expect", "foresee”, “forecast”, “anticipate", "intend", "estimate", "goal", "plan" and "project" and similar expressions of future or conditional verbs such as "will",
"may", "should", "could" 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
predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that our assumptions may not be correct and that our actual results may differ materially
from such predictions, forecasts, projections, expectations or conclusions.
We caution readers not to place undue reliance on these statements as a number of risk factors could cause our actual results to differ materially from the expectations expressed in
such forward-looking statements. These factors - many of which are beyond our control and the effects of which can be difficult to predict - include, but are not limited to: the
possibility that the proposed transaction does not close when expected or at all because of the occurrence of any event, change or other circumstances that could give rise to the
right of one or both of the parties to terminate the proposed transaction, including because required regulatory, shareholder or other approvals and/or other conditions to closing are
not received or satisfied on a timely basis or at all or are received subject to adverse conditions or requirements; the possibility that the anticipated benefits from the proposed
transaction, such as being accretive to adjusted earnings per share (EPS), creating synergy opportunities and growing our UK operations are not realized in the time frame
anticipated or at all as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations (including changes to
capital requirements) and their enforcement, and the degree of competition in the geographic and business areas in which RBC and Brewin Dolphin currently operate; the risk that
any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of either or both parties to the transaction; the
possibility that the business of RBC and Brewin Dolphin may not perform as expected or in a manner consistent with historical performance; the ability to promptly and effectively
integrate Brewin Dolphin; the ability to fund the proposed transaction from existing excess capital; RBC's ability to achieve its capital targets; RBC's ability to cross-sell more
products to customers; reputational risks and the reaction of Brewin Dolphin's customers and employees to the transaction; the possibility that the transaction may be more
expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management time on transaction-related issues; increased exposure to
exchange rate fluctuations; material adverse changes in economic and industry conditions; general competitive, economic, political and market conditions; and those other factors
discussed in the risks sections and Impact of COVID-19 pandemic section of RBC's 2021 Annual Report and the Risk management section of RBC's Q1 2022 Report to
Shareholders, and the factors discussed in Brewin Dolphin's Annual Report and Accounts 2021 all of which outline certain key factors and risks that may affect our future results and
our ability to anticipate and effectively manage risks arising from all of the foregoing factors.
We caution that the foregoing list of risk factors is not exhaustive and other factors could also adversely affect our results. When relying on our forward-looking statements to make
decisions with respect to us, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Material economic assumptions
underlying the forward looking-statements contained in this presentation are set out in the Economic, market and regulatory review and outlook section and for each business
segment under the Strategic priorities and Outlook headings in RBC's 2021 Annual Report, as updated by the Economic, market and regulatory review and outlook section of RBC'
Q1 2022 Report to Shareholders.
Assumptions about RBC and Brewin Dolphin's current and expected financial performance (including balance sheet, income statement and regulatory capital figures), expected
financing for the proposed transaction, expected closing date of the proposed transaction, expected synergies (and timing to achieve), integration and restructuring costs, assumed
purchase price accounting (including fair value marks), costs of financing, foreign exchange rates, and future regulatory capital requirements, including the Office of the
Superintendent of Financial Institutions' announced Basel III reforms effective in the second quarter of fiscal 2023, were considered in making the forward-looking statements in this
presentation including estimating the adjusted EPS accretion and the expected capital impact to RBC.
Any forward-looking statements contained in this document represent the views of RBC and Brewin Dolphin only as of the date hereof. Except as required by law, neither RBC nor
Brewin Dolphin undertakes to update any forward-looking statement, whether written or oral, that may be made from time to time by us or on our behalf.
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