Filed Pursuant to Rule 433
Registration Statement No. 333-259205
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The information in this preliminary terms supplement is not complete and may be changed.
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Preliminary Terms Supplement
Subject to Completion:
Dated April 5, 2023
Pricing Supplement Dated April __, 2023 to the Product Prospectus Supplement No. CCBN-2, the Prospectus Supplement, and the Prospectus, Each Dated
September 14, 2021
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$__________
Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two
Equity Indices, Due April 18, 2024
Royal Bank of Canada
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Reference Indices
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Initial Levels
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Coupon Barriers and Trigger Levels
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S&P 500® Index (“SPX”)
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60% of the Initial Level
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Nasdaq-100 Index® (“NDX”)
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60% of the Initial Level
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Issuer:
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Royal Bank of Canada
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Stock Exchange Listing:
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None
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Trade Date:
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April 13, 2023
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Principal Amount:
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$1,000 per Note
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Issue Date:
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April 18, 2023
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Maturity Date:
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April 18, 2024
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Call Observation Dates:
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Quarterly, as set forth below.
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Coupon Payment Dates:
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Monthly, as set forth below.
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Valuation Date:
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April 15, 2024
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Contingent Coupon Rate:
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7.50% per annum
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Final Level:
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For each Reference Index, its closing level on the Valuation Date.
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Contingent Coupon:
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If the closing level of each Reference Index is greater than or equal to its Coupon Barrier on the applicable Observation Date, we
will pay the Contingent Coupon on the applicable Coupon Payment Date. You may not receive any Contingent Coupons during the term of the Notes.
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Payment at Maturity (if
held to maturity):
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If the Notes are not previously called, we will pay you at maturity an amount based on the Final Level of the Lesser Performing Reference Index:
For each $1,000 in principal amount, $1,000 plus the final Contingent Coupon, unless the Final Level of the Lesser Performing Reference Index is less than its Trigger Level.
If the Final Level of the Lesser Performing Reference Index is less than its Trigger Level, then the investor will receive at maturity, for each $1,000 in principal amount, a cash payment equal
to:
$1,000 + ($1,000 x Underlying Return of the Lesser Performing Reference Index)
Investors could lose some or all of the principal amount if the Final Level of the Lesser Performing Reference Index is less than its Trigger Level.
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Lesser Performing
Reference Index:
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The Reference Index with the lowest Underlying Return.
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Call Feature:
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If the closing level of each Reference Index is greater than or equal to its Initial Level starting on July 13, 2023 and on any
quarterly Call Observation Date thereafter, the Notes will be automatically called for 100% of their principal amount, plus the Contingent Coupon applicable to the corresponding Observation Date.
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CUSIP:
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78016HY38
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Per Note
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Total
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Price to public(1)
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100.00%
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$
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Underwriting discounts and commissions(1)
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0.60%
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$
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Proceeds to Royal Bank of Canada
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99.40%
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$
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Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
General:
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This terms supplement relates to an offering of Auto-Callable Contingent Coupon Barrier Notes (the “Notes”) linked to the lesser performing of two equity
indices (the “Reference Indices”).
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Issuer:
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Royal Bank of Canada (“Royal Bank”)
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Trade Date:
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April 13, 2023
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Issue Date:
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April 18, 2023
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Valuation Date:
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April 15, 2024
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Maturity Date:
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April 18, 2024
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Denominations:
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Minimum denomination of $1,000, and integral multiples of $1,000 thereafter.
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Contingent Coupon:
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We will pay you a Contingent Coupon during the term of the Notes, periodically in arrears on each Coupon Payment Date, under the conditions described below:
• If the closing level of each Reference Index is greater than or equal to its Coupon Barrier on the applicable Observation Date, we will pay the Contingent Coupon applicable to that
Observation Date.
• If the closing level of either of the Reference Indices is less than its Coupon Barrier on the applicable Observation Date, we will not pay you the Contingent Coupon
applicable to that Observation Date.
You may not receive a Contingent Coupon for one or more monthly periods during the term of the Notes.
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Contingent Coupon
Rate:
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7.50% per annum (0.625% per month)
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Key Dates:
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The Observation Dates and Coupon Payment Dates will occur monthly, and the Call Observation Dates and Call Settlement Dates will occur quarterly, as set forth below:
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Observation Dates
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Coupon Payment Dates
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May 15, 2023
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May 18, 2023
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June 13, 2023
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June 16, 2023
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July 13, 2023(1)
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July 18, 2023(2)
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August 14, 2023
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August 17, 2023
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September 13, 2023
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September 18, 2023
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October 13, 2023(1)
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October 18, 2023(2)
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November 13, 2023
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November 16, 2023
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December 13, 2023
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December 18, 2023
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January 16, 2024(1)
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January 19, 2024(2)
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February 13, 2024
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February 16, 2024
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March 13, 2024
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March 18, 2024
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April 15, 2024
(Valuation Date)
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April 18, 2024
(Maturity Date)
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(1) This date is also a Call Observation Date.
(2) This date is also a Call Settlement Date.
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Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
Record Dates:
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The record date for each Coupon Payment Date will be one business day prior to that scheduled Coupon Payment Date; provided, however, that any Contingent Coupon payable at
maturity or upon a call will be payable to the person to whom the payment at maturity or upon the call, as the case may be, will be payable.
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Call Feature:
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If, starting on July 13, 2023 and on any quarterly Call Observation Date thereafter, the closing level of each Reference Index is
greater than or equal to its Initial Level, then the Notes will be automatically called.
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Payment if Called:
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If the Notes are automatically called, then, on the applicable Coupon Payment Date, for each $1,000 principal amount, you will receive $1,000 plus the Contingent Coupon
otherwise due on the applicable Call Settlement Date.
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Initial Level:
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For each Reference Index, its closing level on the Trade Date.
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Final Level:
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For each Reference Index, its closing level on the Valuation Date.
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Coupon Barrier and
Trigger Level:
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For each Reference Index, 60% of its Initial Level.
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Payment at Maturity (if
not previously called
and held to maturity):
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If the Notes are not previously called, we will pay you at maturity an amount based on the Final Level of the Lesser Performing Reference Index:
• If the Final Level of the Lesser Performing Reference Index is greater than or equal to its Trigger Level, we will pay you a cash payment equal to the principal amount plus the Contingent Coupon otherwise due on
the Maturity Date.
• If the Final Level of the Lesser Performing Reference Index is less than its Trigger Level, you will receive at maturity, for each $1,000 in principal amount, a cash payment equal to:
$1,000 + ($1,000 x Underlying Return of the Lesser Performing Reference Index)
The amount of cash that you receive will be less than your principal amount, if anything, resulting in a loss that is proportionate to the decline of the Lesser Performing
Reference Index from the Trade Date to the Valuation Date. Investors in the Notes could lose some or all of the principal amount if the Final Level of the Lesser Performing Reference Index is less than its
Trigger Level.
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Underlying Return:
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With respect to each Reference Index:
Final Level - Initial Level
Initial Level
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Lesser Performing
Reference Index:
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The Reference Index with the lowest Underlying Return.
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Market Disruption
Events:
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The occurrence of a market disruption event (or a non-trading day) as to either of the Reference Indices will result
in the postponement of an Observation Date, Call Observation Date or the Valuation Date as to that Reference Index, as described in the product prospectus supplement, but not to any non-affected Reference Index.
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Calculation Agent:
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RBC Capital Markets, LLC (“RBCCM”)
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U.S. Tax Treatment:
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By purchasing a Note, each holder agrees (in the absence of a change in law, an administrative determination or a judicial ruling to the contrary) to treat the Note as a callable
pre-paid cash-settled contingent income-bearing derivative contract linked to the Reference Indices for U.S. federal income tax purposes. However, the U.S. federal income tax consequences of your investment in the Notes are uncertain and
the Internal Revenue Service could assert that the Notes should be taxed in a manner that is different from that described in the preceding sentence. Please see the section below, “Supplemental Discussion of U.S. Federal Income Tax
Consequences,” and the discussion (including the opinion of Ashurst LLP, our special U.S. tax counsel) in the product prospectus supplement under “Supplemental Discussion of U.S. Federal Income Tax Consequences,” which apply to the Notes.
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Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
Secondary Market:
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RBCCM (or one of its affiliates), though not obligated to do so, may maintain a secondary market in the Notes after the issue date. The amount that you may receive upon sale of your
Notes prior to maturity may be less than the principal amount.
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Listing:
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The Notes will not be listed on any securities exchange.
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Settlement:
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DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described under “Ownership and Book-Entry Issuance” in
the prospectus).
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Terms Incorporated in
the Master Note:
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All of the terms appearing on the cover page and above the item captioned “Secondary Market” on pages P-2 and P-3 of this terms supplement, and the terms
appearing under the caption “General Terms of the Notes” in the product prospectus supplement, as modified by this terms supplement.
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Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
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Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
Hypothetical Initial Level (for each Reference Index):
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100.00*
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Hypothetical Trigger Level and Coupon Barrier (for each Reference Index):
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60% of each hypothetical Initial Level
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Contingent Coupon Rate:
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7.50% per annum (or 0.625% per month)
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Contingent Coupon Amount:
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$6.25 per month
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Observation Dates:
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Monthly
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Principal Amount:
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$1,000 per Note
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Hypothetical Final Level of the Lesser
Performing Reference Index
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Payment at Maturity as
Percentage of Principal Amount
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Cash Payment Amount per
$1,000 in Principal Amount
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130.00
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100.625%*
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$1,006.25*
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120.00
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100.625%*
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$1,006.25*
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110.00
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100.625%*
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$1,006.25*
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100.00
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100.625%*
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$1,006.25*
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90.00
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100.625%*
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$1,006.25*
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80.00
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100.625%*
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$1,006.25*
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70.00
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100.625%*
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$1,006.25*
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60.00
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100.625%*
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$1,006.25*
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59.99
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59.99%
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$599.90
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50.00
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50.00%
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$500.00
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40.00
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40.00%
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$400.00
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30.00
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30.00%
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$300.00
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20.00
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20.00%
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$200.00
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10.00
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10.00%
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$100.00
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0.00
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0.00%
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$0.00
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Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
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Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
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You May Receive Less than the Principal Amount at Maturity — Investors in the Notes could lose all or a substantial portion of their principal amount if there is a decline
in the level of the Lesser Performing Reference Index between the Trade Date and the Valuation Date. If the Notes are not automatically called and the Final Level of the Lesser Performing Reference Index is less than its Trigger Level, the
amount of cash that you receive at maturity will represent a loss of your principal that is proportionate to the decline in the closing level of the Lesser Performing Reference Index from the Trade Date to the Valuation Date. Any Contingent
Coupons received on the Notes prior to the Maturity Date may not be sufficient to compensate for any such loss.
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The Notes Are Subject to an Automatic Call — If on any quarterly Call Observation Date, beginning in July 2023, the closing level of each Reference Index is greater than
or equal to its Initial Level, then the Notes will be automatically called. If the Notes are automatically called, then, on the applicable Coupon Payment Date, for each $1,000 in principal amount, you will receive $1,000 plus the Contingent
Coupon otherwise due on the applicable Coupon Payment Date. You will not receive any Contingent Coupons after that payment. You may be unable to reinvest your proceeds from the automatic call in an investment with a return that is as high
as the return on the Notes would have been if they had not been called.
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You May Not Receive Any Contingent Coupons — We will not necessarily make any coupon payments on the Notes. If the closing level of either of the Reference Indices on an
Observation Date is less than its Coupon Barrier, we will not pay you the Contingent Coupon applicable to that Observation Date. If the closing level of any of the Reference Indices is less than its Coupon Barrier on each of the
Observation Dates and on the Valuation Date, we will not pay you any Contingent Coupons during the term of, and you will not receive a positive return on your Notes. Generally, this non-payment of the Contingent Coupon coincides with a
period of greater risk of principal loss on your Notes. Accordingly, if we do not pay the Contingent Coupon on the Maturity Date, you will also incur a loss of principal, because the Final Level of the Lesser Performing Reference Index will
be less than its Trigger Level.
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The Notes Are Linked to the Lesser Performing Reference Index, Even if the Other Reference Index Performs Better — Your return on the Notes will be linked to the lesser
performing of the Reference Indices. Even if the Final Level of the other Reference Index has increased compared to its Initial Level, or has experienced a decrease that is less than that of the Lesser Performing Reference Index, your
return will only be determined by reference to the performance of the Lesser Performing Reference Index, regardless of the performance of the other Reference Index. Because each of the Reference Indices tracks a different segment of the
U.S. securities markets, they may both decrease in value simultaneously.
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Your Payment on the Notes Will Be Determined by Reference to Each Reference Index Individually, Not to a Basket, and the Payment at Maturity Will Be Based on the Performance of
the Lesser Performing Reference Index — The Payment at Maturity will be determined only by reference to the performance of the Lesser Performing Reference Index, regardless of the performance of the other Reference Index. The
Notes are not linked to a weighted basket, in which the risk may be mitigated and diversified among each of the basket components. For example, in the case of notes linked to a weighted basket, the return would depend on the weighted
aggregate performance of the basket components reflected as the basket return. As a result, the depreciation of one basket component could be mitigated by the appreciation of the other basket component, as scaled by the weighting of that
basket component. However, in the case of the Notes, the individual performance of each of the Reference Indices would not be combined, and the depreciation of one Reference Index would not be mitigated by any appreciation of the other
Reference Index. Instead, your return will depend solely on the Final Level of the Lesser Performing Reference Index.
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The Call Feature and the Contingent Coupon Feature Limit Your Potential Return — The return potential of the Notes is limited to the pre-specified Contingent Coupon Rate,
regardless of the appreciation of the Reference
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Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
• |
Your Return on the Notes May Be Lower than the Return on a Conventional Debt Security of Comparable Maturity — The return that you will receive on the Notes, which could be
negative, may be less than the return you could earn on other investments. Even if your return is positive, your return may be less than the return you would earn if you purchased one of our conventional senior interest bearing debt
securities.
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Owning the Notes Is Not the Same as Owning the Securities Represented by the Reference Indices — The return on your Notes is unlikely to reflect the return you would
realize if you actually owned the securities represented by the Reference Indices. For instance, you will not receive or be entitled to receive any dividend payments or other distributions on those securities during the term of your Notes.
As an owner of the Notes, you will not have voting rights or any other rights that holders of the securities represented by the Reference Indices may have. Furthermore, the Reference Indices may appreciate substantially during the term of
the Notes, while your potential return will be limited to the applicable Contingent Coupon payments.
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Payments on the Notes Are Subject to Our Credit Risk, and Changes in Our Credit Ratings Are Expected to Affect the Market Value of the Notes — The Notes are our senior
unsecured debt securities. As a result, your receipt of any Contingent Coupons, if payable, and the amount due on any relevant payment date is dependent upon our ability to repay our obligations on the applicable payment dates. This will be
the case even if the levels of the Reference Indices increase after the Trade Date. No assurance can be given as to what our financial condition will be at any time during the term of the Notes.
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There May Not Be an Active Trading Market for the Notes-Sales in the Secondary Market May Result in Significant Losses — There may be little or no secondary market for the
Notes. The Notes will not be listed on any securities exchange. RBCCM and our other affiliates may make a market for the Notes; however, they are not required to do so. RBCCM or any of our other affiliates may stop any market-making
activities at any time. Even if a secondary market for the Notes develops, it may not provide significant liquidity or trade at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a result,
the difference between bid and asked prices for your Notes in any secondary market could be substantial.
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The Initial Estimated Value of the Notes Will Be Less than the Price to the Public — The initial estimated value that will be set
forth in the final pricing supplement relating to the Notes does not represent a minimum price at which we, RBCCM or any of our affiliates would be willing to purchase the Notes in any secondary market (if any exists) at any time. If you
attempt to sell the Notes prior to maturity, their market value may be lower than the price you paid for them and the initial estimated value. This is due to, among other things, changes in the levels of the Reference Indices, the borrowing
rate we pay to issue securities of this kind, and the inclusion in the price to the public of the underwriting discount and the estimated costs relating to our hedging of the Notes. These factors, together with various credit, market and
economic factors over the term of the Notes, are expected to reduce the price at which you may be able to sell the Notes in any secondary market and will affect the value of the Notes in complex and unpredictable ways. Assuming no change in
market conditions or any other relevant factors, the price, if any, at which you may be able to sell your Notes prior to maturity may be less than your original purchase price, as any such sale price would not be expected to include the
underwriting discount or the hedging costs relating to the Notes. In addition to bid-ask spreads, the value of the Notes determined by RBCCM for any secondary market price is expected to be based on the secondary rate rather than the
internal funding rate used to price the Notes and determine the initial estimated value. As a result, the secondary price will be less than if the internal funding rate was used. The Notes are not designed to be short-term trading
instruments. Accordingly, you should be able and willing to hold your Notes to maturity.
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Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
• |
The Initial Estimated Value of the Notes that We Will Provide in the Final Pricing Supplement Will Be an Estimate Only, Calculated as of the Time the Terms of the Notes Are Set —
The initial estimated value of the Notes will be based on the value of our obligation to make the payments on the Notes, together with the mid-market value of the derivative embedded in the terms of the Notes. See “Structuring the
Notes” below. Our estimate will be based on a variety of assumptions, including our credit spreads, expectations as to dividends, interest rates and volatility, and the expected term of the Notes. These assumptions are based on certain
forecasts about future events, which may prove to be incorrect. Other entities may value the Notes or similar securities at a price that is significantly different than we do.
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• |
Our Business Activities May Create Conflicts of Interest — We and our affiliates expect to engage in trading activities related to the Reference Indices that are not for
the account of holders of the Notes or on their behalf. These trading activities may present a conflict between the holders’ interests in the Notes and the interests we and our affiliates will have in their proprietary accounts, in
facilitating transactions, including options and other derivatives transactions, for their customers and in accounts under their management. These trading activities, if they influence the levels of the Reference Indices, could be adverse
to the interests of the holders of the Notes. We and one or more of our affiliates may, at present or in the future, engage in business with companies included in the Reference Indices, including making loans to or providing advisory
services. These services could include investment banking and merger and acquisition advisory services. These activities may present a conflict between our or one or more of our affiliates’ obligations and your interests as a holder of the
Notes. Moreover, we, and our affiliates may have published, and in the future expect to publish, research reports with respect to the Reference Indices. This research is modified from time to time without notice and may express opinions or
provide recommendations that are inconsistent with purchasing or holding the Notes. Any of these activities by us or one or more of our affiliates may affect the levels of the Reference Indices, and therefore, the market value of the Notes.
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• |
An Investment in the Notes Is Subject to Risks Relating to Non-U.S. Securities Markets — Because certain securities included in the
NDX are issued by non-U.S. issuers and/or are traded outside of the U.S., an investment in the Notes involves particular risks. For example, the relevant non-U.S. securities markets may be more volatile than the U.S. securities markets, and
market developments may affect these markets differently from the U.S. or other securities markets.
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• |
The Payments on the Notes Are Subject to Market Disruption Events and Adjustments — The payment at maturity, each Observation Date,
each Call Observation Date and the Valuation Date are subject to adjustment as described in the product prospectus supplement. For a description of what constitutes a market disruption event as well as the consequences of that market
disruption event, see “General Terms of the Notes—Market Disruption Events” in the product prospectus supplement.
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Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
|
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Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
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Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
• |
the security’s U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global Market;
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• |
the security must be issued by a non-financial company;
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• |
the security may not be issued by an issuer currently in bankruptcy proceedings;
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• |
the security must generally be a common stock, ordinary share, American Depositary Receipt, or tracking stock (closed-end funds, convertible debentures, exchange traded funds, limited liability companies, limited partnership interests,
preferred stocks, rights, shares or units of beneficial interests, warrants, units and other derivative securities are not included in the NDX, nor are the securities of investment companies);
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• |
the security must have a three-month average daily trading volume of at least 200,000 shares;
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• |
if the security is issued by an issuer organized under the laws of a jurisdiction outside the United States, it must have listed options on a recognized market in the United States or be eligible for listed-options trading on a
recognized options market in the United States;
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• |
the issuer of the security may not have entered into a definitive agreement or other arrangement which would likely result in the security no longer being eligible;
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• |
the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn; and
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• |
the security must have traded for at least three full calendar months, not including the month of initial listing, on an “eligible exchange,” as determined under the index rules. A security that was added to the index as the result of a
spin-off event will be exempt from this requirement.
|
|
|
Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
• |
the security’s U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global Market;
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• |
the security must be issued by a non-financial company;
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• |
the security may not be issued by an issuer currently in bankruptcy proceedings;
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• |
the security must have an average daily trading volume of at least 200,000 shares in the previous three‑month trading period as measured annually during the ranking review process described below;
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• |
if the issuer of the security is organized under the laws of a jurisdiction outside the United States, then such security must have listed options on a recognized market in the United States or be eligible for listed‑options trading on a
recognized options market in the United States, as measured annually during the ranking review process;
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• |
the issuer of the security may not have entered into a definitive agreement or other arrangement that would likely result in the security no longer being eligible;
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• |
the security must have an adjusted market capitalization equal to or exceeding 0.10% of the aggregate adjusted market capitalization of the NDX at each month-end. In the event that a company does not meet this criterion for two
consecutive month-ends, it will be removed from the NDX effective after the close of trading on the third Friday of the following month;
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• |
the security that was added to the NDX as the result of a spin-off event has an adjusted market capitalization below 0.10% of the aggregated adjusted market capitalization of the NDX at the end of its second day of regular way trading as
an NDX member; and
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• |
the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn.
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Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
|
|
Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
|
|
Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
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|
Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
|
|
Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |
|
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Auto-Callable Contingent Coupon Barrier Notes
Linked to the Lesser Performing of Two Equity Indices Royal Bank of Canada |