Royal Bank of Canada (RY) 6-K First Amendment to Distribution Agreement

Exhibit 99.1

FIRST AMENDMENT TO
DISTRIBUTION AGREEMENT

This First Amendment, dated as of March 5, 2024 (the “First Amendment”), amends the Distribution Agreement, dated December 20, 2023 (the “Distribution Agreement”), between Royal Bank of Canada (the “Bank”) and the Agents party thereto. Capitalized terms used but not defined herein have the meanings set forth in the Distribution Agreement.

WHEREAS, the Bank and each Agent wishes to enter into this First Amendment; and

WHEREAS, the Bank and each Agent is executing this amendment as set forth herein pursuant to Section 12(d) (Suspension or Termination; Additional Agents; Amendments) of the Distribution Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and subject to the terms and conditions herein set forth, the parties hereto agree as follows:

Section 1. Amendments to Distribution Agreement. The Bank and each Agent agree that the Distribution Agreement is hereby amended by:

(a) Amending clause (l) of Section 1 (Representations and Warranties of the Bank) of the Distribution Agreement by inserting the double-underlined text (example: double-underlined text) and deleting the stricken text (example: stricken text) as set forth below:

(l) at the earliest time after the filing of the Registration Statement that the Bank or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, and at the time of signing of the Terms Agreement, the Bank was not an “ineligible issuer” as defined in Rule 405 under the Act.[reserved].

Section 2. Effectiveness. This First Amendment shall be effective as of March 5, 2024 and upon the execution of this First Amendment by the Bank and each Agent.

Section 3. GOVERNING LAW. THIS FIRST Amendment SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

Section 4. Headings. All headings in this First Amendment are included only for convenience and ease of reference and shall not be considered in the construction and interpretation of any provision hereof.

Section 5. Binding Nature and Benefit. This First Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted transfers and assigns.

Section 6. Counterparts. This First Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this First Amendment by facsimile or other electronic transmission (e.g., “pdf” or “tif”) shall be as effective as delivery of a manually executed counterpart hereof. Any signature to this First Amendment may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law.

Section 7. No Modifications; No Other Matters. Except as expressly provided for herein, the terms and conditions of the Distribution Agreement shall continue unchanged and shall remain in full force and effect. The amendment granted herein shall apply solely to the matters set forth herein and such amendment shall not be deemed or construed as an amendment of any other matters, nor shall such amendment apply to any other matters.

[Signature pages follow]

2

This First Amendment is hereby confirmed and accepted as of the date first above written and shall constitute a binding agreement between the Bank and each Agent in accordance with its terms.

Accepted as of the date hereof:

Sincerely,
ROYAL BANK OF CANADA
By:	/S/ Jason Drysdale
Name:	Jason Drysdale
Title:	Executive Vice-President and Treasurer

This First Amendment is hereby confirmed and accepted as of the date first above written and shall constitute a binding agreement between the Bank and each Agent in accordance with its terms.

Accepted as of the date hereof:

RBC CAPITAL MARKETS, LLC
By:	/S/ Scott G. Primrose
	Name: Scott G. Primrose
	Title:   Authorized Signatory

ANZ SECURITIES, INC.
By:	/S/ Paul White
	Name: Paul White
	Title:   Head of Markets, USA

BARCLAYS CAPITAL INC.
By:	/S/ Jake Hartmann
	Name: Jake Hartmann
	Title:   Director

BNY MELLON CAPITAL MARKETS, LLC
By:	/S/ Dan Klinger
	Name: Dan Klinger
	Title:   MD

BOFA SECURITIES, INC.
By:	/S/ Allison Gladstone
	Name: Allison Gladstone
	Title:   Managing Director

CAPITAL ONE SECURITIES, INC.
By:	/S/ Sam Baruch
	Name: Sam Baruch
	Title:   Duly Authorized Signatory

CITIGROUP GLOBAL MARKETS INC.
By:	/S/ Adam D. Bordner
	Name: Adam D. Bordner
	Title:   Managing Director

COMERICA SECURITIES, INC.
By:	/S/ Alex Sin
	Name: Alex Sin
	Title:   Managing Director

COMMONWEALTH BANK OF AUSTRALIA
By:	/S/ Joseph Moore
	Name: Joseph Moore
	Title:   Director

DBS BANK LTD.
By:	/S/ Lum Moe Tchun
	Name: Lum Moe Tchun
	Title:   Managing Director

DESJARDINS SECURITIES, INC.
By:	/S/ Ryan Godfrey
	Name: Ryan Godfrey
	Title:   Managing Director, Debt Capital Markets

DEUTSCHE BANK SECURITIES INC.
By:	/S/ Mary Hardgrove
	Name: Mary Hardgrove
	Title:   Managing Director
By:	/S/ Shamit Saha
	Name: Shamit Saha
	Title:   Director

FIFTH THIRD SECURITIES, INC.
By:	/S/ Maria Yamat
	Name: Maria Yamat
	Title:   Managing Director

GOLDMAN SACHS & CO. LLC
By:	/S/ Ali Malik
	Name: Ali Malik
	Title:   Managing Director

HSBC SECURITIES (USA) INC.
By:	/S/ Patrice Altongy
	Name: Patrice Altongy
	Title:   Managing Director

HUNTINGTON SECURITIES, INC.
By:	/S/ Nicholas Muzychak
	Name: Nicholas Muzychak
	Title:   Senior Managing Director

INSPEREX LLC
By:	/S/ A. Brad Busscher
	Name: A. Brad Busscher
	Title:   CAO and General Counsel

J.P. MORGAN SECURITIES LLC
By:	/S/ Stephen L. Sheiner
	Name: Stephen L. Sheiner
	Title:   Executive Director

KEYBANC CAPITAL MARKETS INC.
By:	/S/ Eric Peiffer
	Name: Eric Peiffer
	Title:   Managing Director

MIZUHO SECURITIES USA LLC
By:	/S/ Julian Rudin
	Name: Julian Rudin
	Title:   Authorized Signatory

MORGAN STANLEY & CO. LLC
By:	/S/ Howard Brocklehurst
	Name: Howard Brocklehurst
	Title:   Managing Director

MUFG SECURITIES AMERICAS INC.
By:	/S/ Kimberly Boulmetis
	Name: Kimberly Boulmetis
	Title:   Managing Director

NABSECURITIES, LLC
By:	/S/ Amanda Sparkman
	Name: Amanda Sparkman
	Title:   Vice President

NATIONAL BANK OF CANADA FINANCIAL, INC.
By:	/S/ Robert D. Miller
	Name: Robert D. Miller
	Title:   Managing Director

NATIXIS SECURITIES AMERICAS LLC
By:	/S/ Anthony V. Ferraro
	Name: Anthony V. Ferraro
	Title:   Managing Director
By:	/S/ Deborah Marzetti
	Name: Deborah Marzetti
	Title:   Vice President

RABO SECURITIES USA, INC.
By:	/S/ Jan Hendrik de Graaff
	Name: Jan Hendrik de Graaff
	Title:   Managing Director
By:	/S/ Mehdi Manii
	Name: Mehdi Manii
	Title:   Executive Director

REGIONS SECURITIES LLC
By:	/S/ Nicole Black
	Name: Nicole Black
	Title:   Managing Director

SANTANDER US CAPITAL MARKETS LLC
By:	/S/ Richard Zobkiw
	Name: Richard Zobkiw
	Title:   Executive Director

SG AMERICAS SECURITIES, LLC
By:	/S/ Eric Meunier
	Name: Eric Meunier
	Title:   Global Head of DCM Financial Institutions

SMBC NIKKO SECURITIES AMERICA, INC.
By:	/S/ Thomas Bausano
	Name: Thomas Bausano
	Title:   Managing Director

STANDARD CHARTERED BANK
By:	/S/ Rajan Bagri
	Name: Rajan Bagri
	Title:   Managing Director, Head, FIG Capital Markets - Europe and Americas

TRUIST SECURITIES, INC.
By:	/S/ Robert Nordlinger
	Name: Robert Nordlinger
	Title:   Authorized Signatory

UBS FINANCIAL SERVICES, INC.
By:	/S/ Elliott Appel
	Name: Elliott Appel
	Title:   Executive Director
By:	/S/ Deep Gandhi
	Name: Deep Gandhi
	Title:   Managing Director

UBS SECURITIES LLC
By:	/S/ John Sciales
	Name: John Sciales
	Title:   Director
By:	/S/ Aaron Dupere
	Name: Aaron Dupere
	Title:   Associate Director

U.S. BANCORP INVESTMENTS, INC.
By:	/S/ Julie Brendel
	Name: Julie Brendel
	Title:   Managing Director

WELLS FARGO SECURITIES, LLC
By:	/S/ Carolyn Hurley
	Name: Carolyn Hurley
	Title:   Managing Director

WESTPAC BANKING CORPORATION
By:	/S/ Mark van der Griend
	Name: Mark van der Griend
	Title:   Executive Director