Royal Bank of Canada | Strengthening shareholder participation in Annual General Meetings (AGMs) at Royal Bank of Canada

Status
Filed
AGM date
Previous AGM date
Proposal number
1
Resolution details
Company ticker
RY:CN
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
Canada
Resolved clause
Strengthening shareholder participation in Annual General Meetings (AGMs) It is proposed that the Board of Directors take the following measures to protect the organization and avert risks associated with the disengagement of savers and investors, often individual retail shareholders: 1. Improving the voting experience: • work with transfer agents to simplify the voting process and make it more accessible, including voting at meetings (virtually or in person) and proxy voting; • interactive guides and explanatory videos to demystify the issues on the agenda; • personalized reminders or minor incentives to encourage voting. 2. Modernizing communications: • make communications clearer, more appealing and better tailored to individual retail shareholders; • accelerate the adoption of new technologies (simplified electronic voting); • optimize online voting platforms to make them more user-friendly for mobile devices; • improve access to information for shareholders who are less familiar with digital technology (paper newsletters, support hotlines, etc.). 3. Theme-related and intergenerational mobilization: • incorporate strategic or social topics that can engage young investors (climate, inclusion, AI, etc.); • highlight shareholder proposals and corporate governance challenges in a popular format. 4. Documenting participation: • disclosure in the circular, in a dedicated section with a summary table, of detailed information on attendance at meetings (in-person and virtual, broken down), from a historical perspective over several years (since before COVID, at least), including and where possible: i. the absolute number of votes cast (not just the %); ii. the quorum; iii. the number of voting shares in circulation (broken down by category, including multiple voting shares); iv. the number of shareholders present (natural persons or legal entities, objecting and non-objecting beneficial owners (OBOs/NOBOs) present; and v. the number of proxies (natural persons) representing them.
Supporting statement
The gradual decline in shareholder participation, especially among individual retail shareholders, raises a number of questions, in particular regarding the underlying causes. A steady downward trend, which has been observed for several years, is well documented. Concerning findings: data released by Broadridge ProxyPulse Canada1 show: Participation by shareholder category 84.0% 32.1% 84.5% 30.8% 82.2% 29.4% 82.2% 29.4% 80.1% 29.6% 2019 2020 2021 2022 2023 RETAIL INSTITUTIONAL In 2025, Transat A.T. Inc. had to postpone its annual general meeting due to lack of quorum. This incident, which garnered media attention, 2 gave rise to uncertainty on the market and to anxiety among stakeholders. Multiple mining companies on the TSX-V are facing similar situations. By strengthening the participation of small shareholders, the Bank will consolidate its democratic legitimacy, improve the quality of dialogue with all its security holders, and assert its leadership in modern and inclusive corporate governance. 1 https://www.broadridge.com/_assets/pdf/broadridge-proxypulse-2023-proxy-season-review.pdf 2 https://ici.radio-canada.ca/nouvelle/2161434/assemblee-transat-interrompue-quorum-insuffisant (in French only)

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