Touchstone Exploration Inc. — Capital/Financing Update 2024

May 14, 2024

Pricing Supplement No. 203 to Short Form Base Shelf Prospectus dated March 15, 2024

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This pricing supplement together with the short form base shelf prospectus dated March 15, 2024, to which it relates, as amended or supplemented, and each document incorporated by reference into such prospectus, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

The securities to be issued hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended and, subject to certain exceptions, may not be offered, sold or delivered, directly or indirectly, in the United States of America or for the account or benefit of U.S. persons.

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Royal Bank of Canada May 10, 2024 Senior Note Program Maximum $20,000,000 (200,000 Securities) RBC Solactive Canada Energy Select Index AR Callable Contingent Yield 7.77% Securities (CAD), Series 1364 Due June 2, 2031 Non-Principal Protected Securities

Royal Bank of Canada (the “ Bank ”) is offering up to $20,000,000 of RBC Solactive Canada Energy Select Index AR Callable Contingent Yield 7.77% Securities (CAD), Series 1364 (the “ Securities ”). The Securities are non-principal protected securities that offer a return linked to the performance of the Solactive Canada Energy Select Index AR (the “ Underlying Index ”). The Underlying Index is an adjusted return index that aims to track the gross total return performance of the Solactive Canada Energy Select Index TR (the “ Target Index ”), subject to a reduction of a synthetic dividend of 40 index points per annum calculated daily in arrears (the “ Adjusted Return Factor ”). For the avoidance of doubt, the return on the Securities is linked to the Underlying Index and is not linked to the Target Index. The Securities are described in this pricing supplement delivered together with our short form base shelf prospectus dated March 15, 2024 (the “ base shelf prospectus ”).

The Securities are not fixed income securities and are not designed to be alternatives to fixed income or money market instruments. Since the Securities are not principal protected, you could lose substantially all of your investment. See “Risk Factors”.

The Securities will not constitute deposits insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime.

	Price: $100 per Security	Price: $100 per Security
	Minimum Subscription: $5,000 (50 Securities)
		Selling Commission and
	Price to public	Dealer’s fee	Net proceeds to the Bank
Per Security	$100.00	$2.50	$97.50
Total	$20,000,000	$500,000	$19,500,000

A selling commission of 2.50% of the Principal Amount of Securities issued under this offering will be paid to the Dealers (defined below) for further payment to representatives, including representatives employed by the Dealers, whose clients purchase the Securities. An agency fee will also be paid, from the Bank’s own funds, to iA Private Wealth Inc. in an amount up to 0.15% of the Principal Amount of the Securities issued under this offering for acting as independent agent.

The net proceeds to the Bank reflects the maximum offering size of the Securities. There is no minimum amount of funds that must be raised under this offering. This means that the issuer could complete this offering after raising only a small proportion of the offering amount set out above.

The Securities are offered severally by RBC Dominion Securities Inc. (“ RBC DS ”) and iA Private Wealth Inc. (collectively, the “ Dealers ”) as agents under a dealer agreement dated March 15, 2024, as amended or supplemented from time to time. RBC DS is our wholly owned subsidiary. Consequently, we are a related and connected issuer of RBC DS within the meaning of applicable securities legislation. See “Dealers” in this pricing supplement and “Plan of Distribution” in the base shelf prospectus.

The initial estimated value of the Securities on or about the date of this pricing supplement was $93.75 per Security, which is less than the price to the public and is not an indication of the actual profit to the Bank or its affiliates. The actual value of the Securities at any time will reflect many factors and may be less than this amount. We describe our determination of the initial estimated value, and certain associated risk factors, in more detail below under “Initial Estimated Value” and in the base shelf prospectus under “Preparation of Initial Estimated Value” and “Risk Factors”.

The Securities will not be listed on any stock exchange. Securities may be resold using the Fundserv network at a price determined at the time of sale by the Calculation Agent (defined below), which price may be lower than the Principal Amount of such Securities. The Securities may also be subject to an Early Trading Charge (defined below), depending on when the Securities are sold. There is no assurance that a secondary market for the Securities will develop or be sustained. See “Secondary Market for Securities”, “Description of the Securities – Calculation Agent” and “Risk Factors” in the base shelf prospectus and “Secondary Market” in this pricing supplement.

Securities described in this pricing supplement will be issued under our Senior Note Program and will be unsecured, unsubordinated debt obligations. The Securities are described in the base shelf prospectus and this pricing supplement, which collectively constitute the “prospectus” for the Securities. See “About this Prospectus for Securities” in the base shelf prospectus. You should read both the base shelf prospectus and this pricing supplement carefully to understand fully the terms of the Securities and other considerations that are important to your investment decision. See Appendix E – Additional Information for more information.

Marketing Materials

The version of the summary for the Securities that was filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada as “marketing materials” (as defined in National Instrument 41-101 − General Prospectus Requirements ) on May 10, 2024 is deemed to be incorporated by reference into the base shelf prospectus solely for the purpose of our Senior Note Program and the Securities issued hereunder. Any version of marketing materials filed with the securities commission or similar regulatory authority in each of the provinces and territories of Canada in connection with this offering after the date hereof but prior to the termination of the distribution of the Securities under this pricing supplement (including any amendments to, or an amended version of, the marketing materials) is deemed to be incorporated by reference herein and in the base shelf prospectus solely for the purpose of our Senior Note Program and the Securities issued hereunder. Any such marketing materials are not part of this pricing supplement or the base shelf prospectus to the extent that the contents of the marketing materials have been modified or superseded by a statement contained in an amendment to this pricing supplement.

Bank Trademarks

Lion & Globe symbol is a registered trademark of Royal Bank of Canada.

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Description of the Securities

Issuer: Dealers:

Royal Bank of Canada

RBC Dominion Securities Inc. and iA Private Wealth Inc.

iA Private Wealth Inc., an independent dealer, participated in the due diligence performed by the Dealers in respect of the offering, but did not participate in the structuring and pricing of the Securities or the calculation of the initial estimated value of the Securities.

Fundserv Code: RBC11091 Objective of the Securities: The objective of the Securities is to make the following payments to investors (all capitalized terms are as defined herein):

• (a) while the Securities are outstanding, an Interest Payment on each Interest Payment Date in respect of which the Closing Level is greater than or equal to the Coupon Barrier Level on the relevant Observation Date; and

• (b) if the Securities are automatically redeemed by the Bank, the $100 principal amount on the Autocall Redemption Date, in addition to the final Interest Payment; or

• (c) if the Securities are not automatically redeemed by the Bank, the Final Redemption Amount on the Maturity Date, in addition to any final Interest Payment.

Minimum Investment: Principal Amount: Issue Date: Issue Size: Maturity Date:

Underlying Index:

50 Securities or $5,000.

$100 per Security.

June 3, 2024, or such other date as may be agreed by the Bank and the Dealers.

The maximum issue size will be $20,000,000.

June 2, 2031, subject to earlier redemption on an Autocall Redemption Event (defined below), or earlier repayment in full following an Extraordinary Event, and provided that if such date is not a Business Day (defined in the base shelf prospectus), the Maturity Date will be the first following day that is a Business Day. See “Description of the Securities – Maturity Date and Amount Payable” and “– Special Circumstances” in the base shelf prospectus.

The return on the Securities is linked to the performance of the Underlying Index. The Underlying Index is an adjusted return index that aims to track the gross total return performance of the Target Index, subject to reduction of a synthetic dividend of 40 index points per annum calculated daily in arrears. For the avoidance of doubt, the return on the Securities is linked to the Underlying Index and is not linked to the Target Index. The Closing Level on May 2, 2024, was 1,565.55. The Adjusted Return Factor divided by the Closing Level was therefore equal to 2.5550% on May 2, 2024. If an Autocall Redemption Event does not occur, over the term of the Securities the sum of the Adjusted Return Factor will be approximately 280 index points, representing 17.8851% of the Closing Level on May 2, 2024.

The Target Index is a gross total return index that reflects the price changes of its constituent securities and the reinvestment in the index of any dividends and distributions paid in respect of such securities. For the calculation of the level of the Target Index, any dividends or other distributions paid on the constituent securities of the Target Index are assumed to be reinvested across all of the constituent securities of the Target Index. There is no assurance of the ability of issuers of the securities comprising the Target Index to declare and pay dividends or make distributions in respect of the constituents of the Target Index or to sustain or increase such dividends and distributions at or above historical levels. As of May 2, 2024, the annual dividend yield on the Target Index was 3.7593%, representing an aggregate dividend yield of approximately 29.4760% compounded annually over the term of the Securities, on the assumption that the dividend yield remains constant. The performance of the

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Underlying Index will vary higher or lower from the performance of a price return index (being an index which tracks the price performance of its constituent securities without taking into account the effects of dividends and distributions) with the same constituents and weights as the Target Index over the term of the Securities depending on whether the impact of the dividends and other distributions reinvested in the Target Index is greater or less than the impact the Adjusted Return Factor has on the Closing Level over the term of the Securities.

See “Description of the Securities” in the base shelf prospectus. See Appendix B to this pricing supplement for summary information regarding the Underlying Index. See “Risk Factors” in this pricing supplement and “Risk Factors — Risk Factors Related to the Underlying Interests” in the base shelf prospectus for a discussion of risks relating to the Underlying Index.

Index Sponsor: Solactive AG. Initial Index Level: The Closing Level as published by the Index Sponsor on the Initial Valuation Date. Initial Valuation Date: May 28, 2024. Protection Barrier Level: 75.00% of the Initial Index Level. Coupon Barrier Level: 75.00% of the Initial Index Level. Final Index Level: The Closing Level as published by the Index Sponsor on May 28, 2031 (the “ Final Valuation Date ”). Closing Level: The official closing level of the Underlying Index as announced by the Index Sponsor for the relevant date, as determined by the Calculation Agent (defined below).

Observation Dates:

Interest Payment Dates:

The dates set out under “Observation Dates” in Appendix A, provided that if any Observation Date is not an Exchange Day (as defined in the base shelf prospectus), such Observation Date will be the next following day that is an Exchange Day, subject to the occurrence of an Extraordinary Event. See “Description of the Securities – Special Circumstances” in the base shelf prospectus.

The dates set out under “Interest Payment Dates” in Appendix A, subject to the occurrence of an Extraordinary Event, and provided that (i) the Securities are not redeemed by the Bank as described below, and (ii) if any Interest Payment Date is not a Business Day, such Interest Payment Date will be the first following day that is a Business Day. See “Description of the Securities – Special Circumstances” in the base shelf prospectus.

For greater certainty, the final Interest Payment, if any, will be made on the earlier of the Autocall Redemption Date (defined below), if any, and the Maturity Date.

Interest Payments: Interest payments, if any, on the Securities will be payable in arrears on each Interest Payment Date at a fixed interest rate of 0.6475% for each monthly period ending on an Interest Payment Date (an “ Interest Period ”) in which a Digital Payout Event occurs. If a Digital Payout Event does not occur on an Observation Date, no interest will be payable for the relevant Interest Period.

Digital Payout Event: If the Closing Level is greater than or equal to the Coupon Barrier Level on the relevant Observation Date, a Digital Payout Event will occur.

RBC DS intends to publish whether there has been a Digital Payout Event on each Observation Date on its website at www.rbcnotes.com.

Autocall Redemption Event:

If the Closing Level on an Observation Date immediately preceding an Autocall Redemption Date is greater than or equal to 100.00% of the Initial Index Level (the “ Autocall Redemption Level ”), an Autocall Redemption Event will occur.

Following the occurrence of an Autocall Redemption Event, the Securities will be redeemed for an amount equal to the Principal Amount thereof (the “ Autocall Redemption Amount ”) on the applicable Autocall Redemption Date. In addition to the Autocall Redemption Amount, an Interest Payment will be paid on the Autocall Redemption Date.

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Autocall Redemption Dates:	The dates set out under “Autocall Redemption Dates” in Appendix A, subject to the
	occurrence of an Extraordinary Event and provided that if any Autocall Redemption
	Date is not a Business Day, such Autocall Redemption Date will be the first following
	day that is a Business Day. See “Description of the Securities – Special Circumstances”
	in the base shelf prospectus.
Payment at Maturity:	If the Securities have not been previously redeemed, the amount payable on the
	Maturity Date (the “Final Redemption Amount”) for each Security will be:
	(a) if the Final Index Level is greater than or equal to the Protection Barrier Level,
	$100; or
	(b) if the Final Index Level is less than the Protection Barrier Level, an amount equal
	to the Index Return, but in any event not less than $1.00.
	As a result, the Final Redemption Amount will not be determinable before the Final
	Valuation Date. See “Risk Factors” below. In addition to the Final Redemption
	Amount, an Interest Payment will be paid on the Maturity Date if a Digital Payout
	Event occurs on the Final Valuation Date.
Index Return:	$100 × (Xf/ Xi),
	where:
	“Xf” means the Final Index Level, and
	“Xi” means the Initial Index Level.
Sample Calculations:	See Appendix C to this pricing supplement for sample calculations of the payments to
	be made on the Securities.
Issuer Credit Rating:	Moody’s: Aa1
	Standard & Poor’s: AA-
	DBRS: AA
	The Securities have not been and will not be rated. See “Risk Factors — Credit Ratings”
	in the base shelf prospectus.
Extraordinary Events:	Determination of the Closing Level, including the Initial Index Level, the Final Index
	Level and the Final Redemption Amount, may be postponed or the Bank can accelerate
	determination of the Final Index Level and the Final Redemption Amount and repay
	the Securities in full prior to their maturity in certain circumstances. If an Extraordinary
	Event occurs the Calculation Agent may, but is not required to, make such adjustments
	to any payment or other term of the Securities as it determines to be appropriate, acting
	in good faith, to account for the economic effect of such event on the Securities and
	determine the effective date of any such adjustment. See “Description of the Securities
	— Special Circumstances” in the base shelf prospectus.
Summary of Fees and Expenses:	A selling commission of 2.50% of the Principal Amount of Securities issued under this
	offering will be paid to the Dealers (defined below) for further payment to
	representatives, including representatives employed by the Dealers, whose clients
	purchase the Securities. The Bank will also pay, from the Bank’s own funds, an agency
	fee to iA Private Wealth Inc. in an amount up to 0.15% of the Principal Amount of the
	Securities issued under this offering for acting as independent agent. The selling
	commissions and the agency fee are indirectly borne by holders of the Securities. There
	are no fees directly payable by a holder of Securities. See “Description of the Securities
	— Summary of Fees and Expenses” in the base shelf prospectus. An Early Trading
	Charge (defined below) may also apply. See “Secondary Market” below.
Eligibility for Investment:	Eligible for RRSPs, RRIFs, RESPs, RDSPs, FHSAs, DPSPs and TFSAs (each as
	defined in Appendix D). See “Eligibility for Investment” in Appendix D, including the
	summary of the “prohibited investment” rule.
Risk Factors:	You should carefully consider all the information set out in this prospectus for any
	Securities in which you are considering investing.In particular, you should evaluate
	the risks described under “Risk Factors” in the base shelf prospectus as well as
	the risks described below.The return on the Securities is unknown and subject to

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many variables including interest rate fluctuations and changes in the Underlying Index levels. You should independently determine, with your own advisors, whether an investment in the Securities is suitable for you having regard to your own investment objectives and expectations.

Limited Upside Participation by the Securities

The return on the Securities is limited. The Securities will not participate in any upside performance of the Underlying Index. Even if the Closing Level is greater than the Coupon Barrier Level but less than the Autocall Redemption Level on each Observation Date and the Final Index Level is greater than or equal to the Protection Barrier Level, the return on an investment in the Securities would be limited to the sum of all Interest Payments made.

Uncertain Return until Final Valuation Date

The return, if any, on the Securities will be uncertain until the Final Valuation Date unless the Securities are called for redemption prior to the Final Valuation Date. Whether there is a return on the Securities will depend on the Closing Level on the Observation Dates and the Final Valuation Date. No Interest Payment will be made on an Interest Payment Date unless there is a Digital Payout Event on the immediately preceding Observation Date. There can be no assurance that the Securities will generate a positive return. Holders of the Securities may not be repaid the amount they invested in the Securities (other than $1.00 per Security), depending on the performance of the Underlying Index. Historical levels of the Underlying Index should not be considered as an indication of the future performance of the Underlying Index. Investors should understand that the risk involved in this type of investment is greater than that normally associated with other types of investments.

Volatility May Affect the Return on or Trading Value of the Securities

Volatility is the term used to describe the size and frequency of price and/or market fluctuations. If the volatility or anticipated volatility of the Underlying Index changes over the term of the Securities the trading value of the Securities may be adversely affected. In addition, if the Closing Level on an Observation Date is less than the Coupon Barrier Level you will not receive an Interest Payment on the relevant Interest Payment Date and if the Final Index Level is less than the Protection Barrier Level the Final Redemption Amount will be reduced such that you will receive less than the Principal Amount on the Maturity Date. In periods of high volatility the likelihood of an investor not receiving some or all of the Interest Payments or a return of the full Principal Amount of the Securities increases.

The Securities may be Redeemed prior to the Maturity Date

The Securities will be automatically redeemed by the Bank on an Autocall Redemption Date if the Closing Level on the Observation Date immediately preceding such Autocall Redemption Date is greater than or equal to the Autocall Redemption Level. In such event, investors will receive an Autocall Redemption Amount equal to the Principal Amount of the Securities. If the Securities are redeemed by the Bank investors will not be entitled to receive any further interest that they may have been entitled to receive if the Securities had not been redeemed by the Bank.

The Underlying Index and Target Index Have Limited Performance Histories

The Underlying Index and Target Index have limited performance histories. See Appendix B – Summary Information Regarding the Underlying Index. Accordingly, there is limited trading history for the Underlying Index and Target Index and as such, the Securities may perform in unexpected ways and may involve greater risk than securities linked to one or more indices with a more established record of performance. This may make it more difficult for an investor to make an informed decision with respect to the Securities.

Return Calculated With Reference to Performance of the Underlying Index

The return on the Securities is calculated with reference to the performance of the Underlying Index, which is not a price return index and instead aims to track the gross total return performance of the Target Index less the Adjusted Return Factor. Although

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the Target Index is a gross total return index that reflects the applicable performance of the constituent securities of the Target Index and any dividends and distributions paid in respect of such securities, without deduction of any withholding tax or other amounts to which an investor holding the constituent securities of the Target Index would typically be exposed, an investment in the Securities is not the same as making a direct investment in the constituent securities of the Target Index, including the fact that an investor will not have the right to receive any dividends, distributions or other income or amounts accruing or paid on such securities, nor will an investor have the right to exercise any voting rights on such securities. In addition, the Adjusted Return Factor is not representative of an estimate or a forecast of any dividends that may be paid or payable, or of any distributions that may be made, now or in the future on the constituent securities of the Target Index.

Returns on the Underlying Index Are Reduced by the Adjusted Return Factor and will be Lower than Returns on the Target Index

Since the Closing Level is based on the application of the Adjusted Return Factor to daily changes in the closing level of the Target Index the performance of the Underlying Index will be less than that of the Target Index or a direct investment in the constituent securities of the Target Index. Furthermore, the difference between the Underlying Index and the Target Index over a longer period is subject to the effects of compounding returns and, as a result, may be greater or less than the Adjusted Return Factor prorated over the same period.

The Adjusted Return Factor is a Fixed Point Deduction

The Adjusted Return Factor is a fixed point deduction which means that the Underlying Index is based on the daily gross total return performance of the Target Index less a fixed number of points. The Adjusted Return Factor does not vary with the level of the Target Index and, as a result, the Adjusted Return Factor will result in the subtraction of a greater percentage of the level of the Target Index in circumstances where the level of the Target Index decreases over time.

Dividends and Distributions of the Constituent Securities of the Target Index May Vary When Compared to Historical Levels

The Underlying Index is not a price return index and instead aims to track the gross total return performance of the Target Index less the Adjusted Return Factor, which represents a reduction for a synthetic dividend of 40 index points per annum calculated daily in arrears. The level of the Target Index and, in turn, the Closing Level, may be affected by the ability of issuers comprising the Target Index to declare and pay dividends or make distributions in respect of the equity securities of the issuers comprising the Target Index. Historical levels of dividends and distributions paid in respect of the constituent securities comprising the Target Index are not indicative of future payments, which payments are uncertain and depend upon various factors including, without limitation, the financial position, earnings ratio and cash requirements of the applicable issuer and the state of financial markets in general. It is not possible to predict if dividends or distributions paid in respect of the constituent securities comprising the Target Index will increase, decrease or remain the same over the term of the Securities. If the dividends paid out by the constituent securities comprising the Target Index over a period of time decrease below the synthetic dividends represented by the Adjusted Return Factor (taking into account the reinvestment and compounding impacts), the Closing Level at the end of such period will be lower than the closing level of a price return index comprised of the same constituent securities at the end of such period.

Income Tax Considerations

The full amount of each Interest Payment received or receivable by a Resident Holder (as defined below) and, in the event of a sale of a Security in the secondary market, any interest accrued on the Security from the last Interest Payment Date to the time of disposition (as described in Appendix D), will generally be included in the Resident Holder’s income. A Resident Holder who holds a Security as capital property will generally realize a capital loss (or capital gain) to the extent that the Final Redemption

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Amount or proceeds of disposition in respect of a Security (net of interest), as the case may be, is less than (or exceeds) the Resident Holder’s adjusted cost base of such Security. Currently, only one half of a capital loss is deductible and only against taxable capital gains of the Resident Holder. For capital gains realized on or after June 25, 2024, the 2024 Federal Budget Proposals (as defined below) propose to increase the capital gains inclusion rate from one-half to two-thirds in certain limited circumstances. Under the 2024 Federal Budget Proposals, two-thirds of capital losses will be deductible against capital gains that are included in income at the two-thirds inclusion rate such that a capital loss will offset an equivalent capital gain regardless of the inclusion rate.

The tax consequences to a Holder (as defined below) may be subject to changes in taxation laws, regulations or administrative practices. Any changes to the existing published administrative position of the CRA (as defined below) could result in changes to the tax consequences to a Holder as described herein.

Initial Estimated Value:

The initial estimated value of the Securities set forth on the cover page is an estimate only, calculated on or about the date set forth on the cover page, and does not represent a minimum price at which the Bank, RBC DS or any of our affiliates would be willing to purchase the Securities in any secondary market.

In order to satisfy the Bank’s payment obligations under the Securities, the Bank may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) on the Issue Date, which may or may not be with RBC DS or one of our other subsidiaries. The terms of these hedging arrangements, if any, take into account a number of factors, including the Bank’s creditworthiness, interest rate movements, the volatility of the applicable underlying interest, and the term to maturity and any earlier call date of the Securities. The issue price of the Securities also reflects the selling commissions and/or agency fee, if any, disclosed herein, as well as an amount retained by the Bank to compensate it for the creation, issuance and maintenance of the Securities (which may or may not also include any costs of its hedging obligations thereunder). The initial estimated value for the Securities may therefore be less than their issue price.

See “Risk Factors – The Initial Estimated Value of the Securities Is an Estimate Only, Calculated as of the Time the Terms of the Securities Were Set” in the base shelf prospectus.

Suitability for Investment:

You should consult with your advisors regarding the suitability of an investment in the Securities. The Securities may be suitable for investors:

• seeking an investment product with exposure to the common shares of the Canadian large and mid-cap energy companies comprising the Target Index;

• who believe that the Closing Level will be equal to or above the Coupon Barrier Level on each Observation Date;

• who believe that the Final Index Level will not be below the Protection Barrier Level;

• who are willing and can afford to risk substantially all of the principal amount of their investment;

• looking for the potential to earn a return linked to the performance of the Underlying Index, which is not a price return index and instead aims to track the gross total return performance of the Target Index less the Adjusted Return Factor, and who are prepared to assume the risks associated with an investment linked to the performance of the Underlying Index;

• with an investment horizon equal to the term to maturity of the Securities who are prepared to hold the Securities until maturity, but who are willing to assume the risk that the Securities will be redeemed prior to the Maturity Date if the Closing Level is equal to or exceeds the Autocall Redemption Level on an Observation Date immediately preceding an Autocall Redemption Date;

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• who are prepared to take the risk that regular Interest Payments will not be made on the Securities; and

• who understand that the potential return on the Securities is limited to the aggregate sum of Interest Payments made during the term of the Securities.

Book-entry Only Securities:

The Securities will be Fundserv Securities (defined in the base shelf prospectus) and will be issued through the “book-entry-only system”. See “Description of the Securities – Global Securities” and “– Legal Ownership” in the base shelf prospectus. If the Securities are issued in fully registered and certificated form in the circumstances described in the base shelf prospectus under “Description of the Securities – Legal Ownership – Book-Entry-Only Fundserv Securities”, the Autocall Redemption Amount (in the event of an Autocall Redemption Event) and any Interest Payments will be paid by the Bank to the registered holder.

Listing: The Securities will not be listed on any stock exchange. See “Risk Factors” in the base shelf prospectus. Secondary Market: Securities may be purchased through dealers and other firms that facilitate purchase and related settlement using the Fundserv network. Securities may be resold using the Fundserv network at a sale price equal to the price posted on Fundserv as of the close of business on the Exchange Day on which the order is placed, as determined by and posted to Fundserv by the Calculation Agent, which sale price may be lower than the Principal Amount of such Securities, and such purchase price may be less an Early Trading Charge as specified below. Generally, to be effective on a Business Day, a redemption request will need to be initiated by 2:00 p.m. (Toronto time) on that Business Day (or such other time as may be established by Fundserv). Any request received after such time will be deemed to be a request sent and received on the next following Business Day. See “Risk Factors – The Initial Estimated Value of the Securities May be Less than the Price to the Public and May not Reflect the Secondary Market Price, if any, of the Securities” and “Secondary Market for Securities – Fundserv” in the base shelf prospectus.

If a Security is sold within the first 270 days from the Issue Date, the proceeds from the sale of the Securities will be reduced by an early trading charge (“ Early Trading Charge ”) equal to a percentage of the Principal Amount determined as set out below.

If Sold Within the Following No. of Days from Issue Date	Early Trading Charge (% of Principal Amount)
1 – 45 days 46 – 90 days 91 – 135 days 136 – 180 days 181 – 225 days 226 – 270 days Thereafter	3.00% 2.75% 2.50% 2.00% 1.50% 1.00% Nil

In addition to any Early Trading Charge, many factors will affect the price at which you may be able to sell the Securities prior to maturity. For example, factors similar to those that may impact the value of zero coupon bonds and options may have an impact on the price of the Securities. Such factors include: (i) the Closing Level of the Underlying Index; (ii) the time remaining to the Maturity Date; (iii) the volatility of the Underlying Index; (iv) interest rates; (v) dividends or other income paid on the securities included in the Target Index; and (vi) changes in our financial condition, results from operations or credit rating. The effect of any one factor may be offset or magnified by the effect of another factor. It is possible in certain limited circumstances that a particular factor may have a contrary effect with the passage of time.

Information regarding the Closing Level, the Coupon Barrier Level, the Protection Barrier Level and the daily closing price for the Securities may be accessed at

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www.rbcnotes.com. There is no assurance that a secondary market for the Securities will develop or be sustained. See “Secondary Market for Securities” in the base shelf prospectus. Fiscal Agent: RBC DS. See “Description of the Securities – Fiscal Agency, Calculation Agency and Fundserv Depository Agreement” in the base shelf prospectus. Calculation Agent: RBC DS. See “Description of the Securities – Calculation Agent” and “Risk Factors” in the base shelf prospectus. Tax: Certain Canadian income tax considerations are described below under “Certain Canadian Income Tax Considerations” in Appendix D. Potential purchasers of Securities should consult with their own tax advisors having regard to their particular circumstances.

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APPENDIX A

Information Regarding the Observation Dates, Interest Payment Dates and Autocall Redemption Dates

Observation Dates	Interest Payment Dates	Autocall Redemption
		Dates
June 27, 2024	July 3, 2024	-
July 31, 2024	August 6, 2024	-
August 28, 2024	September 3, 2024	-
September 27, 2024	October 3, 2024	-
October 30, 2024	November 4, 2024	-
November 28, 2024	December 3, 2024	-
December 30, 2024	January 3, 2025	-
January 29, 2025	February 3, 2025	-
February 26, 2025	March 3, 2025	-
March 31, 2025	April 3, 2025	-
April 30, 2025	May 5, 2025	-
May 29, 2025	June 3, 2025	June 3, 2025
June 27, 2025	July 3, 2025	-
July 30, 2025	August 5, 2025	-
August 28, 2025	September 3, 2025	-
September 29, 2025	October 3, 2025	-
October 29, 2025	November 3, 2025	-
November 28, 2025	December 3, 2025	December 3, 2025
December 30, 2025	January 5, 2026	-
January 29, 2026	February 3, 2026	-
February 26, 2026	March 3, 2026	-
March 31, 2026	April 6, 2026	-
April 29, 2026	May 4, 2026	-
May 29, 2026	June 3, 2026	June 3, 2026
June 29, 2026	July 3, 2026	-
July 29, 2026	August 4, 2026	-
August 31, 2026	September 3, 2026	-
September 29, 2026	October 5, 2026	-
October 29, 2026	November 3, 2026	-
November 30, 2026	December 3, 2026	December 3, 2026
December 29, 2026	January 4, 2027	-
January 29, 2027	February 3, 2027	-

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Observation Dates	Interest Payment Dates	Autocall Redemption
		Dates
February 26, 2027	March 3, 2027	-
March 31, 2027	April 5, 2027	-
April 28, 2027	May 3, 2027	-
May 31, 2027	June 3, 2027	June 3, 2027
June 29, 2027	July 5, 2027	-
July 28, 2027	August 3, 2027	-
August 31, 2027	September 3, 2027	-
September 28, 2027	October 4, 2027	-
October 29, 2027	November 3, 2027	-
November 30, 2027	December 3, 2027	December 3, 2027
December 29, 2027	January 4, 2028	-
January 31, 2028	February 3, 2028	-
February 29, 2028	March 3, 2028	-
March 29, 2028	April 3, 2028	-
April 28, 2028	May 3, 2028	-
May 31, 2028	June 5, 2028	June 5, 2028
June 28, 2028	July 4, 2028	-
July 31, 2028	August 3, 2028	-
August 30, 2028	September 5, 2028	-
September 27, 2028	October 3, 2028	-
October 31, 2028	November 3, 2028	-
November 29, 2028	December 4, 2028	December 4, 2028
December 28, 2028	January 3, 2029	-
January 31, 2029	February 5, 2029	-
February 28, 2029	March 5, 2029	-
March 28, 2029	April 3, 2029	-
April 30, 2029	May 3, 2029	-
May 30, 2029	June 4, 2029	June 4, 2029
June 27, 2029	July 3, 2029	-
July 31, 2029	August 3, 2029	-
August 29, 2029	September 4, 2029	-
September 27, 2029	October 3, 2029	-
October 31, 2029	November 5, 2029	-
November 28, 2029	December 3, 2029	December 3, 2029
December 28, 2029	January 3, 2030	-
January 30, 2030	February 4, 2030	-

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Observation Dates	Interest Payment Dates	Autocall Redemption
		Dates
February 27, 2030	March 4, 2030	-
March 29, 2030	April 3, 2030	-
April 30, 2030	May 3, 2030	-
May 29, 2030	June 3, 2030	June 3, 2030
June 27, 2030	July 3, 2030	-
July 31, 2030	August 6, 2030	-
August 28, 2030	September 3, 2030	-
September 27, 2030	October 3, 2030	-
October 30, 2030	November 4, 2030	-
November 28, 2030	December 3, 2030	December 3, 2030
December 30, 2030	January 3, 2031	-
January 29, 2031	February 3, 2031	-
February 26, 2031	March 3, 2031	-
March 31, 2031	April 3, 2031	-
April 30, 2031	May 5, 2031	-
May 28, 2031	June 2, 2031	-

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APPENDIX B

Summary Information Regarding the Underlying Index

Public Information

Information contained in this pricing supplement with respect to the Underlying Index, the Target Index and the constituent securities in the Target Index was obtained from a number of public sources that the Bank believes to be reliable, including the Index Sponsor’s website at www.solactive.com. The Bank and the Dealers, as well as their respective affiliates and associates, have not independently verified the accuracy or completeness of any such information, including the calculation, maintenance or publication of the Underlying Index or the Target Index.

Information relating to the Underlying Index and the Target Index can be found at www.solactive.com.

The Underlying Index

The Solactive Canada Energy Select Index AR was first launched and published on January 17, 2023. It is an adjusted return index that aims to track the gross total return performance of the Target Index, subject to a reduction of a synthetic dividend of 40 index points per annum calculated daily in arrears.

The Target Index

The Solactive Canada Energy Select Index TR was first launched and published on January 17, 2023. It is a gross total return index that reflects the price changes of its constituent securities and the reinvestment in the index of any dividends and distributions paid in respect of such securities. For the calculation of the level of the Target Index, any dividends or other distributions paid on the constituent securities of the Target Index are assumed to be reinvested across all of the constituent securities of the Target Index. The Target Index is adjusted quarterly, ordinarily on the first Wednesday in February, May, August, and November, and is also subject to extraordinary adjustments in compliance with the rules of the Index Sponsor. For further details regarding these adjustments and the methodology for the Target Index, refer to the Index Sponsor’s website at www.solactive.com.

The Target Index is a weighted free-float market capitalization index and, on each adjustment, the weighting of the constituents of the Target Index is subject to the weight constraints that the weight of a constituent does not exceed 30%. Any excess weight is redistributed to the other constituents that have a weight of less than 30%. This allocation is performed pro-rata based on the free float market capitalization in an iterative manner. In the case that less than four securities are selected as constituents, each constituent is assigned an equal weight. The methodology for the Target Index provides that constituent securities fulfill all of the following criteria: (i) part of the GBS Index Universe of the Solactive GBS Canada Large & Mid Cap Index PR; (ii) listed on the Toronto Stock Exchange; (iii) classified by the Index Sponsor as “Oil & Gas Production” or “Integrated Oil” according to the FactSet Standard Classification; and (iv) minimum average daily trading value of US$20 million for new constituents and US$10 million for current constituents, as calculated by the Index Sponsor. In addition, the methodology for the Target Index provides that all securities fulfilling the forgoing criteria are selected as constituent securities of the Target Index.

Constituents of the Target Index

The following table shows, as of May 2, 2024, the constituent securities included in the Target Index and their respective weightings:

Constituent	Weighting*
Suncor Energy Inc.	29.95%
Canadian Natural Resources Limited	29.62%
Cenovus Energy Inc.	17.33%
Tourmaline Oil Corp.	9.38%
Imperial Oil Ltd.	6.88%
ARC Resources Ltd.	6.84%

Source: Solactive AG, www.solactive.com. *Percentages may not add up to 100% due to rounding.

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There can be no guarantee that the constituents of the Target Index or any component thereof will maintain their current level of capitalization or continue to operate their business with emphasis on the areas indicated. Historical performance is representative of historical performance only and is not indicative of, or a representation of, future performance.

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APPENDIX C

Sample Calculations of Final Redemption Amount or Autocall Redemption Amount and Interest Payments

The following examples show how the return on the Securities would be calculated under different scenarios. These examples are included for illustration purposes only. The performance of the Underlying Index used in the examples is not an estimate or forecast of the performance of the Underlying Index or the Securities. The actual performance of the Underlying Index and the Securities will be different from these examples and the differences may be material. All examples assume that a holder of the Securities has purchased Securities with an aggregate Principal Amount of $100 and that no Extraordinary Event has occurred. For convenience, each vertical line in the charts below represents both a hypothetical Observation Date and the next succeeding Interest Payment Date. Where applicable, dollar amounts are rounded to the nearest whole cent.

Example #1 — Loss Scenario with Payment on the Maturity Date at Less Than the Principal Amount

==> picture [418 x 190] intentionally omitted <==

==> picture [384 x 64] intentionally omitted <==

----- Start of picture text -----

• Indicates Observation Dates on which the Coupon Barrier Level is breached; therefore no
Interest Payment will occur on the related Interest Payment Date.
• Indicates Observation Dates on which there is a Digital Payout Event; therefore an Interest
Payment will occur on the related Interest Payment Date.
—
Solactive Canada Energy Select Index AR
----- End of picture text -----

In this scenario, the Closing Level is below the Autocall Redemption Level on all Observation Dates, so the Securities would not be redeemed before the Maturity Date. The Closing Level is at or above the Coupon Barrier Level on 41 of the 84 Observation Dates. On the Final Valuation Date, the Final Index Level is below the Protection Barrier Level.

(i) Interest Payments

Digital Payout Events occur on 41 of the 84 Observation Dates. Therefore, an Interest Payment would be payable for 41 Interest Periods on the applicable Interest Payment Date, for total Interest Payments of:

Principal Amount of Securities × 0.6475% per Interest Period × 41 Interest Periods

$100.00 × 0.6475% × 41 = $26.55

(ii) Final Redemption Amount

In this example, the Initial Index Level (Xi) is 1,565.55 and the Final Index Level (Xf) is 908.02. Therefore, the Final Redemption Amount is as follows:

$100.00 × (Xf / Xi)

$100.00 × (908.02 / 1,565.55) = $58.00

Therefore, the total amounts payable per Security from the Issue Date to the Maturity Date are:

(a) Total Interest Payments: $26.55

• (b) Final Redemption Amount: $58.00

• (c) Total amount paid over the term of the Securities: $84.55

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The equivalent annually compounded rate of return in this example is -2.37%.

Example #2 — Gain Scenario with Payment on the Maturity Date at the Principal Amount

==> picture [418 x 190] intentionally omitted <==

• Indicates Observation Dates on which the Coupon Barrier Level is breached; therefore no Interest Payment will occur on the related Interest Payment Date.

• • Indicates Observation Dates on which there is a Digital Payout Event; therefore an Interest Payment will occur on the related Interest Payment Date.

• Solactive Canada Energy Select Index AR

In this scenario, the Closing Level is below the Autocall Redemption Level on all Observation Dates so the Securities would not be redeemed before the Maturity Date. The Closing Level is at or above the Coupon Barrier Level on 42 of the 84 Observation Dates. On the Final Valuation Date, the Final Index Level is at or above the Protection Barrier Level.

(i) Interest Payments

Digital Payout Events occur on 42 of the 84 Observation Dates. Therefore, an Interest Payment would be payable for 42 Interest Periods on the applicable Interest Payment Date, for total Interest Payments of:

Principal Amount of Securities × 0.6475% per Interest Period × 42 Interest Periods

$100 × 0.6475% × 42 = $27.20

(ii) Final Redemption Amount

In this example, the Final Index Level is greater than or equal to the Protection Barrier Level. Therefore, the Final Redemption Amount is $100.00.

Therefore, the total amounts payable per Security from the Issue Date to the Maturity Date are:

• (a) Total Interest Payments: $27.20

• (b) Final Redemption Amount: $100.00

• (c) Total amount paid over the term of the Securities: $127.20

The equivalent annually compounded rate of return in this example is 3.50%.

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Example #3 — Gain Scenario with Autocall Redemption Event

==> picture [418 x 190] intentionally omitted <==

• Indicates Observation Date on which the Autocall Redemption Level is exceeded.

• • Indicates Observation Dates on which there is a Digital Payout Event; therefore an Interest Payment will occur on the related Interest Payment Date.

• — Solactive Canada Energy Select Index AR

In this scenario, the Closing Level is at or above the Autocall Redemption Level on the Observation Date that falls 36 months into the term of the Securities. This would constitute an Autocall Redemption Event and the Bank would redeem the Securities on the next succeeding Autocall Redemption Date. The Closing Level is at or above the Coupon Barrier Level on 36 Observation Dates prior to the Autocall Redemption Date.

(i) Interest Payments

Digital Payout Events occur on each of the 36 Observation Dates. Therefore, an Interest Payment would be payable for each Interest Period on the applicable Interest Payment Date (including on the Autocall Redemption Date), for total Interest Payments of:

Principal Amount of Securities × 0.6475% per Interest Period × 36 Interest Periods $100 × 0.6475% × 36 = $23.31

(ii) Autocall Redemption Amount

The Autocall Redemption Amount per Security is equal to $100.00.

Therefore, the total amounts payable per Security from the Issue Date to the Autocall Redemption Date are:

(a) Total Interest Payments: $23.31

• (b) Autocall Redemption Amount: $100.00

• (c) Total amount paid over the term of the Securities: $123.31

The equivalent annually compounded rate of return in this example is 7.23%.

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APPENDIX D

Certain Canadian Income Tax Considerations

In the opinion of Blake, Cassels & Graydon LLP, the following summary describes the principal Canadian federal income tax considerations under the Income Tax Act (Canada) (the “ Tax Act ”) generally applicable as of the date hereof to a purchaser who purchases Securities as beneficial owner at the time of their issuance under this pricing supplement who, at all relevant times, for purposes of the Tax Act, deals at arm’s length with the Bank and the Dealers (a “ Holder ”).

This summary is based upon the current provisions of the Tax Act and the regulations thereunder (the “ Regulations ”), all specific proposals to amend the Tax Act or such Regulations publicly announced by the federal Minister of Finance prior to the date hereof (the “ Proposals ”) and counsel’s understanding of the current administrative and assessing policies and practices of the Canada Revenue Agency (“ CRA ”) made publicly available prior to the date hereof. Except for the Proposals, this summary does not take into account or anticipate any changes in the law or the administrative and assessing policies or practices of the CRA, whether by judicial, regulatory, governmental or legislative action, nor does it take into account tax laws of any province or territory of Canada, or of any jurisdiction outside Canada. Provisions of provincial income tax legislation vary from province to province in Canada and may differ from federal income tax legislation. No assurance can be given that the Proposals will be implemented in their current form, or at all.

This summary is of a general nature only and is not intended to constitute, nor should it be relied upon or construed as, tax advice to any particular Holder, nor is it exhaustive of all possible Canadian federal income tax considerations. Holders should consult their own tax advisors as to the potential consequences to them of the acquisition, ownership and disposition of Securities having regard to their particular circumstances.

Holders Resident in Canada

The following discussion applies to a Holder who, at all relevant times, for the purposes of the Tax Act is an individual (other than a trust) who is resident (or deemed to be resident) in Canada, who acquires and holds the Securities as capital property, who is not affiliated with the Bank or any of the Dealers and who has not entered into a “derivative forward agreement” (as defined in the Tax Act) in respect of the Securities (a “ Resident Holder ”). Generally, Securities will be considered to be capital property to a Resident Holder provided that the Resident Holder does not hold the Securities in the course of carrying on a business (or as part of an adventure or concern in the nature of trade). Certain Resident Holders who might not otherwise be considered to hold their Securities as capital property may, in certain circumstances, have their Securities, and all other “Canadian securities” (as defined in the Tax Act) owned by such Resident Holders in the taxation year and each subsequent taxation year, treated as capital property as a result of having made the irrevocable election permitted by subsection 39(4) of the Tax Act. Resident Holders should note that such an election will not affect the requirement to include in income any interest accrued on a Security to the time of a sale, assignment or transfer.

Interest Payments

The amount of any interest received or receivable (depending on the method regularly followed in computing income under the Tax Act) by a Resident Holder in a taxation year (including the amount of any Interest Payment or the amount of any interest received on an early repayment by the Bank as a consequence of an Extraordinary Event, as described below) will be required to be included in computing the Resident Holder’s income for the taxation year.

Disposition of Securities Other Than to the Bank on the Maturity Date, on an Autocall Redemption Date or as a Consequence of an Extraordinary Event

On an assignment or other transfer of a Security by a Resident Holder (other than to the Bank on the Maturity Date, or in connection with a redemption on an Autocall Redemption Date or an early repayment as a consequence of an Extraordinary Event), the Resident Holder will be required in the taxation year in which the assignment or transfer occurs to include in income the amount of interest accrued on the Security from the last Interest Payment Date to the time of such assignment or transfer (except to the extent that such amount has already been included in the Resident Holder’s income). For these purposes, if the assignment or transfer occurs on or after an Observation Date on which a Digital Payout Event has occurred but prior to the relevant Interest Payment Date, interest will be considered to have accrued from the last Interest Payment Date to the time of the assignment or transfer. The amount received by the Resident Holder on the assignment or transfer, net of interest, should be considered to be proceeds of disposition to the Resident Holder. Resident Holders should consult their own tax advisors as to the amount, if any, required to be included in income on such an assignment or transfer of a Security, and whether or to what

19

extent an offsetting deduction may be available to the extent that the portion of the consideration received or receivable by the Resident Holder for the Security that can reasonably be considered to be in respect of such accrued interest is less than the amount of such inclusion.

The net amount, if any, required to be so included in computing income as described above will be excluded in computing the Resident Holder’s proceeds of disposition of the Security. The Resident Holder generally will realize a capital loss (or a capital gain) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, are less than (or exceed) the Resident Holder’s adjusted cost base of the Security.

Disposition of Securities to the Bank on the Maturity Date, on an Autocall Redemption Date or as a Consequence of an Extraordinary Event

A Resident Holder will not realize any gain or loss on a disposition of a Security to the Bank on the Maturity Date or on an Autocall Redemption Date if the Final Redemption Amount or Autocall Redemption Amount payable in respect of such Security, as applicable, is equal to the Principal Amount of such Security.

A Resident Holder who disposes of a Security to the Bank in connection with an early repayment as a consequence of an Extraordinary Event, where the Extraordinary Event occurs on or after an Observation Date on which a Digital Payout Event has occurred but before the relevant Interest Payment Date, will be required to include in income the amount of interest accrued on the Security from the last Interest Payment Date to the time of the early repayment. A Resident Holder may also be required to include an additional amount in income to the extent that a portion of the early repayment amount can reasonably be considered to relate to interest on the Security that otherwise would have been payable after the date of such payment. Resident Holders should consult their own tax advisors as to the amount, if any, required to be included in income on an early repayment as a consequence of an Extraordinary Event and whether or to what extent an offsetting deduction may be available to the extent that the portion of the consideration received or receivable by the Resident Holder for the Security that can reasonably be considered to be in respect of interest is less than the amount of such inclusion.

A Resident Holder who disposes of a Security to the Bank, whether on the Maturity Date or in connection with an early repayment as a consequence of an Extraordinary Event, generally will realize a capital loss (or capital gain) to the extent that the amount received at such time, excluding any Interest Payment and any other interest amount, is less than (or exceeds) the Resident Holder’s adjusted cost base of such Security.

Treatment of Capital Losses and Capital Gains

Currently, one-half of any capital gain realized by a Resident Holder in a particular taxation year will constitute a taxable capital gain that must be included in the calculation of the Resident Holder's income for such year. One-half of any capital loss realized by a Resident Holder in a particular taxation year will constitute an allowable capital loss that must be deducted against taxable capital gains of the Resident Holder realized in such year and may be deductible against taxable capital gains in any of the Resident Holder's three previous taxation years or any subsequent taxation year, subject to and in accordance with the provisions of the Tax Act. For capital gains realized on or after June 25, 2024, Proposals made pursuant to the 2024 Federal Budget (the " 2024 Federal Budget Proposals ") would increase a Resident Holder's capital gains inclusion rate for a taxation year from one-half to two-thirds, but only to the extent that, generally, the aggregate amount of capital gains realized by the Resident Holder in the year, net of any capital losses incurred in the year and any capital losses carried forward or back to that year (or the portion of the year ending after June 24, 2024 in the case of the 2024 taxation year), exceeds $250,000, and only in respect of the portion of such net capital gains. Under the 2024 Federal Budget Proposals, two-thirds of capital losses realized prior to June 25, 2024 will be deductible against capital gains included in income at the two-thirds inclusion rate such that a capital loss will offset an equivalent capital gain regardless of the inclusion rate. The 2024 Federal Budget Proposals do not include comprehensive rules implementing these changes and state that additional details related to the changes to the capital gains inclusion rate are forthcoming. Resident Holders who may be subject to the increased rate of capital gains inclusion under the 2024 Federal Budget Proposals should consult their own tax advisors.

Capital gains realized by a Resident Holder may give rise to a liability for alternative minimum tax.

Holders Not Resident in Canada

The following discussion applies to a Holder who, at all relevant times, for the purposes of the Tax Act: (a) is neither resident nor deemed to be resident in Canada; (b) deals at arm’s length with any Canadian resident (or deemed Canadian resident) to whom the Holder disposes of the Securities; (c) is entitled to receive all payments (including any interest and principal) made

20

on the Securities; (d) is not a “specified shareholder” of the Bank or a person who does not deal at arm’s length with a specified shareholder of the Bank for purposes of the “thin capitalization” rules in the Tax Act; (e) is not an entity in respect of which the Bank or any transferee resident (or deemed to be resident) in Canada to whom the Holder disposes of, loans or otherwise transfers the Securities is a “specified entity”, and is not a “specified entity” in respect of such a transferee, in each case, for purposes of the “hybrid mismatch rules” in the Proposals contained in Bill C-59 (the “ Hybrid Mismatch Rules ”); (f) does not use or hold and is not deemed to use or hold the Securities in the course of carrying on a business in Canada; and (g) is not an insurer carrying on an insurance business in Canada and elsewhere (a “ Non-Resident Holder ”).

Interest paid or credited or deemed to be paid or credited on the Securities to a Non-Resident Holder (including the amount of any Interest Payment, any interest amount paid as a consequence of an Extraordinary Event and any interest paid in certain cases involving the assignment or other transfer of a Security to a resident or deemed resident of Canada) will not be subject to Canadian non-resident withholding tax unless any portion of such interest is contingent or dependent on the use of or production from property in Canada or is computed by reference to revenue, profit, cash flow, commodity price or any other similar criterion or by reference to dividends paid or payable to shareholders of any class of shares of the capital stock of a corporation (“ Participating Debt Interest ”).

In addition, in certain circumstances, interest that is paid by a resident of Canada to a non-resident of Canada is proposed to be a deemed dividend, and therefore subject to Canadian non-resident withholding tax, where the interest constitutes the deduction component of a “structured arrangement” that is a “hybrid mismatch arrangement” as contemplated by the Hybrid Mismatch Rules.

The Bank intends to take the position that interest paid or credited or deemed to be paid or credited on the Securities will be Participating Debt Interest and, on this basis, expects that Canadian non-resident withholding tax will be withheld and remitted at the rate of 25% of the gross amount of any interest paid by the Bank or an affiliate of the Bank to a Non-Resident Holder (although the rate of this withholding tax may ultimately be reduced pursuant to the terms of an applicable income tax treaty or convention between Canada and the country of residence of the Non-Resident Holder). Non-Resident Holders should consult with their own tax advisors before acquiring a Security or disposing of a Security to a resident or deemed resident of Canada other than the Bank or an affiliate of the Bank.

There should be no other taxes on income (including taxable capital gains) payable by a Non-Resident Holder in respect of a Security.

Eligibility for Investment

The Securities, if issued on the date of this pricing supplement, would be qualified investments (for purposes of the Tax Act) for trusts governed by registered retirement savings plans (“ RRSPs ”), registered retirement income funds (“ RRIFs ”), tax-free savings accounts (“ TFSAs ”), registered disability savings plans (“ RDSPs ”), first home savings accounts (“ FHSAs ”), registered education savings plans (“ RESPs ”) and deferred profit sharing plans (“ DPSPs ”), each within the meaning of the Tax Act (other than a DPSP to which payments are made by the Bank or a corporation or partnership with which the Bank does not deal at arm’s length within the meaning of the Tax Act).

Notwithstanding the foregoing, if Securities are “prohibited investments” (as that term is defined in the Tax Act) for an RRSP, RRIF, TFSA, RDSP, FHSA or RESP, the annuitant of the RRSP or RRIF, the holder of the TFSA, RDSP or FHSA, or the subscriber of the RESP, as the case may be (each a “ Plan Holder ”), will be subject to a penalty tax as set out in the Tax Act. Securities will be prohibited investments for an RRSP, RRIF, TFSA, RDSP, FHSA or RESP of a Plan Holder who has a “significant interest” (as defined in the Tax Act for purposes of the prohibited investment rules) in the Bank or who does not deal at arm’s length, within the meaning of the Tax Act, with the Bank. Investors should consult their own tax advisors in this regard.

21

APPENDIX E

Additional Information

Documents Incorporated by Reference

This pricing supplement is deemed to be incorporated by reference into the base shelf prospectus solely for the purpose of our Senior Note Program and the Securities issued hereunder. The following documents, which have been filed by the Bank with the various securities commissions or similar authorities in Canada, are specifically incorporated by reference into, and form an integral part of, the base shelf prospectus as of the date of this pricing supplement:

• our unaudited interim condensed consolidated financial statements, which comprise the condensed consolidated balance sheets as of January 31, 2024 and October 31, 2023, and the related interim condensed consolidated statements of income, comprehensive income, changes in equity, and cash flows for the three months ended January 31, 2024 and January 31, 2023, including selected explanatory notes, and our management’s discussion and analysis for the three month period ended January 31, 2024 (the “ Q1 2024 Management’s Discussion and Analysis ”);

• our audited annual consolidated financial statements, which comprise the consolidated balance sheets as at October 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the years then ended, including the related notes, Management’s Report on Internal Control over Financial Reporting as of November 29, 2023, the Independent Auditor’s Report dated November 29, 2023, the Report of Independent Registered Public Accounting Firm dated November 29, 2023, and our management’s discussion and analysis for the year ended October 31, 2023 (the “ 2023 Management’s Discussion and Analysis ”);

• our annual information form dated November 29, 2023; and

• our management proxy circular dated February 13, 2024 for our annual meeting of common shareholders held on April 11, 2024.

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 the base shelf prospectus and in the documents incorporated by reference therein, in this pricing supplement, in other filings with Canadian regulators or the United States Securities and Exchange Commission, in reports to shareholders, and in other communications. In addition, our representatives may communicate forward-looking statements orally to analysts, investors, the media and others. Forward-looking statements in, or incorporated by reference in, this prospectus include, but are not limited to, statements relating to our financial performance objectives, vision and strategic goals, the economic, market and regulatory review and outlook for Canadian, U.S., U.K., European and global economies, the regulatory environment in which we operate, the implementation of IFRS 17 Insurance Contracts, the expected closing of the transaction involving HSBC Bank Canada, the expected closing of the transaction involving the U.K. branch of RBC Investor Services Trust, the risk environment including our credit risk, market risk, liquidity and funding risk, as well as the effectiveness of our risk monitoring, circumstances that impact the value of the Securities, transaction costs in the secondary market and profits that we or our affiliates expect to make in connection with hedging arrangements, and includes statements made by our President and Chief Executive Officer and other members of management. The forward-looking statements contained in, or incorporated by reference in, this prospectus represent the views of management and are presented for the purpose of assisting the holders of our securities, potential purchasers of our securities and financial analysts in understanding our financial position and results of operations as at and for the periods ended on the dates presented, as well as our financial performance objectives, vision, strategic goals and priorities and anticipated financial performance, and may not be appropriate for other purposes. Forward-looking statements are typically identified by words such as “believe”, “expect”, “suggest”, “seek”, “foresee”, “forecast”, “schedule”, “anticipate”, “intend”, “estimate”, “goal”, “commit”, “target”, “objective”, “plan”, “outlook”, “timeline” and “project” and similar expressions of future or conditional verbs such as “will”, “may”, “might”, “should”, “could”, “can” “would” or negative or grammatical variations thereof.

By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, both general and specific in nature, 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, that our financial performance, environmental & social or other objectives, vision and strategic goals will not be achieved 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 our forward-looking 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

22

control and the effects of which can be difficult to predict – include, but are not limited to: credit, market, liquidity and funding, insurance, operational, regulatory compliance (which could lead to us being subject to various legal and regulatory proceedings, the potential outcome of which could include regulatory restrictions, penalties and fines), strategic, reputation, legal and regulatory environment, competitive, model, systemic risks and other risks discussed in the risk sections of the 2023 Management’s Discussion and Analysis and the Risk management section of the Q1 2024 Management’s Discussion and Analysis incorporated by reference herein; including business and economic conditions in the geographic regions in which we operate, Canadian housing and household indebtedness, information technology, cyber and third-party risks, geopolitical uncertainty, environmental and social risk (including climate change), digital disruption and innovation, privacy, data and thirdparty related risks, regulatory changes, culture and conduct risks, the effects of changes in government fiscal, monetary and other policies, tax risk and transparency, and our ability to anticipate and successfully manage risks arising from all of the foregoing factors. Additional factors that could cause actual results to differ materially from the expectations in such forwardlooking statements can be found in the risk sections of our 2023 Management’s Discussion and Analysis and the Risk management section of our Q1 2024 Management’s Discussion and Analysis, as may be updated by subsequent quarterly reports.

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 or the Securities, investors and others should carefully consider the foregoing factors and other uncertainties and potential events, as well as the inherent uncertainty of forward-looking statements. Material economic assumptions underlying the forward-looking statements contained in, or incorporated by reference in, this prospectus are set out in the “Economic, market and regulatory review and outlook” section and for each business segment under the “Strategic priorities” and “Outlook” sections in our 2023 Management’s Discussion and Analysis, as updated by the “Economic, market and regulatory review and outlook” section of our Q1 2024 Management’s Discussion and Analysis. Such sections may be updated by subsequent quarterly reports. 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.

Additional information about these and other factors can be found in the risk sections of our 2023 Management’s Discussion and Analysis and the Risk management section of our Q1 2024 Management’s Discussion and Analysis incorporated by reference in this prospectus, as may be updated by subsequent quarterly reports.

License Agreement and Disclaimer

All information contained in this pricing supplement regarding the Underlying Index and the Target Index, including, without limitation, the make-up, performance, method of calculation and changes in their constituents, has been derived from publicly available sources without independent verification. Such information reflects the policies of and is subject to change by the Index Sponsor. The Bank makes no representation or warranty as to the accuracy or completeness of such information. The Index Sponsor independently calculates, maintains and publishes the Underlying Index and Target Index. The Index Sponsor has no obligation to continue to publish, and may discontinue publication of, the Underlying Index or the Target Index. The Index Sponsor has no obligation relating to the Securities or amounts to be paid to an investor, including any obligation to take the needs of the Bank, the Dealers or the beneficial owners of the Securities into consideration for any reason. The Index Sponsor will not receive any of the proceeds of the offering of the Securities, is not responsible for and has not participated in, the offering of the Securities nor is it responsible for, nor will it participate in, the determination or calculation of the amount receivable by beneficial owners of the Securities. The Index Sponsor makes no representation or warranty, express or implied, regarding the advisability of investing in securities generally or the Securities in particular. Neither the Index Sponsor nor any of its affiliates are involved in the operation or distribution of the Securities and neither the Index Sponsor nor its affiliates shall have any liability for operation or distribution of the Securities or the failure of the Securities to achieve their investment objective.

The Index Sponsor is not related to the Bank or the Dealers. The Index Sponsor and the Bank have entered into a license agreement providing the Bank, in exchange for a fee, with the right to use the Underlying Index in connection with the Securities. The Index Sponsor does not guarantee the accuracy or completeness of the Underlying Index or the Target Index, any data included therein, or any data from which it is derived, and the Index Sponsor has no liability for any errors, omissions, or interruptions therein. The Index Sponsor does not make any warranty, express or implied, as to results to be obtained from use of information provided by the Index Sponsor in respect of the Underlying Index or the Target Index and the Index Sponsor expressly disclaims all warranties of suitability with respect thereto.

The Underlying Index and the Target Index are calculated by the Index Sponsor. The Securities are not sponsored, promoted, sold or supported in any other manner by the Index Sponsor nor does the Index Sponsor offer any express or implicit guarantee or assurance either with regard to the results of using the Underlying Index and/or Underlying Index trade mark or the Closing Level at any time or in any other respect. The Underlying Index and the Target Index are calculated and published by the Index Sponsor. The Index Sponsor uses its best efforts to ensure that the Underlying Index and the Target Index are calculated correctly. Irrespective of its obligations towards the Bank, the Index Sponsor has no obligation to point out errors in the

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Underlying Index or the Target Index to third parties including but not limited to investors and/or financial intermediaries of the Securities. Neither publication of the Underlying Index or the Target Index by the Index Sponsor nor the use of the Underlying Index or the Underlying Index trade marks for the purpose of use in connection with the Securities constitutes a recommendation by the Index Sponsor to invest capital in the Securities nor does it in any way represent an assurance or opinion of the Index Sponsor with regard to any investment in the Securities.

The name “Solactive” is a registered trademark of the Index Sponsor. The Index Sponsor is registered with and regulated by the German Federal Financial Supervisory Authority.

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