PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") without an up-to-datePRIIPS KID being in place with the prior written consent of RBC Europe Limited and provided in accordance with the PRIIPS Regulation. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129. If the aforementioned consent of RBC Europe Limited has not been received then no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK") without an up-to-dateUK PRIIPS KID being in place with the prior written consent of RBC Europe Limited and provided in accordance with the PRIIPS Regulation. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. If the aforementioned consent of RBC Europe Limited has not been received then no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

THE NOTES ARE SUBJECT TO CONVERSION IN WHOLE OR IN PART - BY MEANS OF A TRANSACTION OR SERIES OF TRANSACTIONS AND IN ONE OR MORE STEPS - INTO COMMON SHARES OF ROYAL BANK OF CANADA OR ANY OF ITS AFFILIATES UNDER SUBSECTION 39.2(2.3) OF THE CANADA DEPOSIT INSURANCE CORPORATION ACT (CANADA) ("CDIC ACT") AND TO VARIATION OR EXTINGUISHMENT IN CONSEQUENCE AND SUBJECT TO THE APPLICATION OF THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN IN RESPECT OF THE OPERATION OF THE CDIC ACT WITH RESPECT TO THE NOTES.

Pricing Supplement dated 19 April 2024

ROYAL BANK OF CANADA (a Canadian chartered bank)

Legal entity identifier (LEI): ES7IP3U3RHIGC71XBU11

Issue of GBP 1,890,000 Zero Coupon Callable Notes due April 2027

under the Programme for the Issuance of Securities

PART A - CONTRACTUAL TERMS

Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to either of Article 3 of the Prospectus Regulation or section 85 of the FSMA or to supplement a prospectus pursuant to either of Article 23 of the Prospectus Regulation or Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer.

This document constitutes the Pricing Supplement for the Notes described herein. This document must be read in conjunction with the Structured Securities Base Prospectus dated July 14, 2023 as supplemented by the supplements dated August 29, 2023, December 18, 2023, January 03, 2024, March 04, 2024, and April 02, 2024 (the "Base Prospectus"). Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Base Prospectus. Copies of the Base Prospectus may be obtained from the offices of the Issuer, Royal Bank Plaza, 200 Bay Street, 8th Floor, South Tower, Toronto, Ontario, Canada and the offices of the Issuing and Paying Agent, 160 Queen Victoria Street, London EC4V 4LA, England and in electronic form on the Luxembourg Stock Exchange's website (www.bourse.lu).

For the purposes hereof:

"UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA;

"EUWA" means the European Union (Withdrawal) Act 2018; and

"FSMA" means the Financial Services and Markets Act 2000.

By investing in the Notes, each investor represents that:

  1. Non-Reliance.It is acting for its own account, and it has made its own independent decisions to invest in the Notes and as to whether the investment in the Notes is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the Issuer or any Dealer as investment advice or as a recommendation to invest in the Notes, it being understood that information and explanations related to the terms and conditions of the Notes shall not be considered to be investment advice or a recommendation to invest in the Notes. No communication (written or oral) received from the Issuer or any Dealer shall be deemed to be an assurance or guarantee as to the expected results of the investment in the Notes.
  2. Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms and conditions and the risks of the investment in the Notes. It is also capable of assuming, and assumes, the risks of the investment in the Notes.
  3. Status of Parties. Neither the Issuer nor any Dealer is acting as fiduciary for or adviser to it in respect of the investment in the Notes.

1.

Issuer:

Royal Bank of Canada

Branch of Account / Branch:

London Branch

2.

(i)

Series Number:

(ii)

Tranche Number:

1

3.

Specified Currency or Currencies:

GBP

(Condition 1.12)

4.

Aggregate Principal Amount:

GBP 1,890,000

(i)

Series:

GBP 1,890,000

(ii)

Tranche:

GBP 1,890,000

5.

Issue Price:

98.00% of the Aggregate Principal Amount

6.

(a)

Specified Denominations:

GBP 1,000

(b)

Calculation Amount:

GBP 1,000

(c)

Minimum Trading Size:

GBP 1,000

7.

(i)

Issue Date:

19 April 2024

  1. Interest Commencement Date: Not Applicable

(iii)

Trade Date:

05 April 2024

8.

Maturity Date:

19 April 2027, subject to the details specified below

under item 21

9.

Interest Basis:

Zero Coupon

10.

(a)

Redemption Basis:

Subject to any purchase and cancellation or early

redemption, the Notes will be redeemed on the Maturity

Date at 112.90% of the Calculation Amount (further

particulars specified below)

(b)

Protection Amount:

Not Applicable

11.

Change of Interest or

Not Applicable

Redemption/Payment Basis:

12.

Put Option/ Call Option/ Trigger Early

Call Option

Redemption:

(further particulars specified below)

13.

Date Board approval for issuance of

Not Applicable

Notes obtained:

14.

Bail-inable Securities:

Yes

15.

Method of distribution:

Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

  1. Fixed Rate Note Provisions (Condition 4.02 / 4.02a)
  2. Floating Rate Note Provisions (Condition 4.03)
  3. Zero Coupon Note Provisions
    1. Accrual Yield:
    2. Reference Price:
    3. Any other formula/basis of determining amount payable:
    4. Day Count Fraction:
    5. Determination Dates
    6. Early Redemption Amount:
  4. Reference Item Linked Interest Notes
  5. Dual Currency Note Provisions

PROVISIONS RELATING TO REDEMPTION

Not Applicable

Not Applicable

Applicable

4.30% per annum

GBP 1,000 per Calculation Amount Not Applicable

30/360 (Unadjusted) Not Applicable

Zero Coupon Early Redemption Amount 2 Not Applicable

Not Applicable

21. Call Option

Applicable

(Condition 5.03)

(i)

Optional Redemption

See first column of the table in 21(ii) below

Date(s):

(ii)

Optional Redemption

In accordance with the table below

Amount(s) of each Note and

method, if any, of calculation

of such amount(s):

Optional Redemption

Optional Redemption Price (expressed as

Optional Redemption Amount

Date

a percentage of the Calculation Amount)

per Calculation Amount

19/04/2025

104.30%

Calculation Amount x 104.30%

19/04/2026

108.60%

Calculation Amount x 108.60%

(iii)

Redeemable in part:

Not Applicable

(iv)

Notice periods:

Minimum period: 5 London Business Days

Where:

"London" means a day on which commercial banks and

foreign exchange markets settle payments and are open for

general business in London.

Maximum period: Not Applicable

22. Put Option

Not Applicable

(Condition 5.06)

23. Notice periods for Early Redemption for Taxation Reasons

(i)

Minimum period:

15 days

(ii)

Maximum period:

30 days

24. TLAC Disqualification Event

Not Applicable

25. Notice periods for Redemption for Illegality

(i)

Minimum period:

15 days

(ii)

Maximum period:

30 days

26.

Trigger Early Redemption

Not Applicable

(Condition 5.09)

27.

Final Redemption Amount of each

Calculation Amount x 112.90%

Note

28. Early Redemption Amount

(i)

Early Redemption Amount(s)

As per Condition 5.10

payable on redemption for

taxation reasons, illegality or

on event of default or other

early redemption and/or the

method of calculating the

same (including, in the case

of Index Linked Notes,

following an Index Adjustment

Event in accordance with

Condition 7, or in the case of

Equity Linked Notes, following

a Potential Adjustment Event

and/or De-listing and/or

Merger Event and/or

Nationalisation and/or

Insolvency and/or Tender

Offer in accordance with

Condition 8, or in the case of

Equity Linked Notes, Index

Linked Notes or Fund Linked

Notes (involving ETFs),

following an Additional Disruption Event (if applicable), or in the case of Fund Linked Notes, following

  1. a Fund Event or De-listing, Material Underlying Event, Merger Event, Nationalisation or Tender Offer in accordance with Conditions 11 and 12) (if required):

  2. Early Redemption Amount includes amount in respect of accrued interest:

Yes: no additional amount in respect of accrued interest to be paid

PROVISIONS RELATING TO REFERENCE ITEM LINKED NOTES

29. Settlement Method

Whether redemption of the

Cash Settlement

Notes will be by (a) Cash

Settlement or (b) Physical

Delivery or (c) Cash

Settlement and/or Physical

Delivery and whether option to

vary settlement:

30.

Final Redemption Amount for

Not Applicable

Reference Item Linked Notes

31.

Multi-Reference Item Linked Notes

Not Applicable

32.

Currency Linked Note Provisions

Not Applicable

33.

Commodity Linked Note

Not Applicable

Provisions

34.

Index Linked Note Provisions

Not Applicable

(Equity Indices only)

35.

Equity Linked Note Provisions

Not Applicable

36.

Fund Linked Note Provisions

Not Applicable

37.

Credit Linked Note Provisions

Not Applicable

38.

Dual Currency Note Provisions

Not Applicable

39.

Preference Share Linked Notes

Not Applicable

40.

Bond Linked Redemption Note

Not Applicable

Provisions

41.

Actively Managed Basket Linked

Not Applicable

Note Provisions

42.

Physical Delivery

Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

43.

(i)

New Global Note:

No

(ii)

Form of Notes:

Registered Notes

44.

Financial Centre(s) or other special

London

provisions relating to payment dates:

45.

Relevant Renminbi Settlement

Not Applicable

Centre:

46.

Talons for future Coupons or

No

Receipts to be attached to Definitive

Notes (and dates on which such

Talons mature):

(Condition 1.06)

47.

Details relating to Partly Paid Notes:

Not Applicable

amount of each payment comprising

the Issue Price and date on which

each payment is to be made [and

consequences (if any) of failure to

pay, including any right of the Issuer

to forfeit the Notes and interest due

on late payment]:

48.

Details relating to Instalment Notes:

Not Applicable

amount of each instalment

("Instalment Amounts"), date on

which each payment is to be made

("Instalment Dates"):

49.

Redenomination provisions:

Not Applicable

50.

Consolidation provisions:

Not Applicable

51.

Name and address of Calculation

Royal Bank of Canada, London Branch

Agent:

100 Bishopsgate

London, EC2N 4AA

52.

Name and address of RMB Rate

Not Applicable

Calculation Agent:

53.

Issuer access to the register of

Not Applicable

creditors (Sw. skuldboken) in respect

of Swedish Notes:

54. Other terms or special conditions:

The Maturity Date and any Optional Redemption Date are subject to adjustment for payment purposes only in accordance with the "Following Business Day Convention" (as defined in Condition 4.11) where the Business Days are London.

55.

Exchange Date:

Not Applicable

56.

The Aggregate Principal Amount of

Not Applicable

the Notes issued has been translated

into U.S. dollars at the rate of

U.S.$1.00 = [ ], producing a sum of:

57.

Governing law of Notes (if other than

Not Applicable

the laws of the Province of Ontario

and the federal laws of Canada

applicable therein):

58.

Alternative Currency Payment:

Not Applicable

59.

Masse:

Not Applicable

PART B - OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

Listing/Admission to trading:

Not Applicable

2. RATINGS

Ratings:

Not Applicable

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Managers and as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the issue.

4. OPERATIONAL INFORMATION

  1. ISIN:
  2. Common Code:
  3. CFI:
  4. FISN:
  5. Other Identification Number:
  6. Any clearing system(s) other than Euroclear and Clearstream Luxembourg, their addresses and the relevant identification number(s):
  7. Delivery:
  8. Name(s) and address(es) of Initial Paying Agents, French Paying Agent, Registrar and Transfer Agents:
  1. Name(s) and addresses of additional Paying Agent(s), [Registrar and Transfer Agents] (if any):

XS2775834885

277583488

As set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN

As set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN

Not Applicable

Not Applicable

Delivery against payment

Issuing and Paying Agent:

The Bank of New York Mellon, London Branch

160 Queen Victoria Street

London

EC4V 4LA

England

Not Applicable

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Disclaimer

RBC - Royal Bank of Canada published this content on 24 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 April 2024 15:13:41 UTC.