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March 31, 2022

RBC Makes Offer To Acquire Discretionary Wealth Manager Brewin Dolphin

March 31, 2022 - RBC Wealth Management (Jersey) Holdings Limited, a wholly owned subsidiary of RBC, has published a Rule 2.7 announcement in the UK under the City Code on Takeovers and Mergers, announcing its recommended cash offer for the entire issued and to be issued share capital of Brewin Dolphin for 515 pence per share, implying an equity value of approximately C$2.6bn (£1.6bn) on a fully diluted basis.

Brewin Dolphin is one of the UK's leading independent providers of discretionary wealth management in the UK and Ireland, with a network of more than 30 offices and Assets under Management of £59bn as at December 31, 2021. Brewin Dolphin has an impressive track record of growth and innovation and a longstanding record of delivering superior client service and robust investment performance.

Commenting on the acquisition, Doug Guzman, Group Head, RBC Wealth Management, RBC Insurance and RBC Investor & Treasury Services, said, "The UK is a key growth market for RBC, and Brewin Dolphin provides us with an exceptional platform to significantly transform our wealth management business in the region, giving RBC Wealth Management a #3 market position in the UK and Ireland, in addition to being a market leader in Canada, with a growing position in the United States. By combining two highly complementary businesses, we will increase the depth and breadth of our services and position the combined business as a premier integrated wealth management provider to private and institutional clients.

Both management teams are excited by a shared vision of high quality client service, client-centric culture and the exceptional growth opportunities that we can deliver together. We look to continue investing in the combined business and take it to greater heights. We are confident that this acquisition will deliver benefits to our combined clients, employees and stakeholders."

David Thomas, CEO, RBC Capital Markets Europe and Head, Wealth Management added, "This is a transformative acquisition for RBC Wealth Management and cements RBC's position as a market leader across multiple business platforms in the UK, the Channel Islands and Europe. We look forward to welcoming Brewin Dolphin's employees and clients and working together to leverage RBC's global reach and significant capabilities to create new opportunities for the combined business to grow."

Robin Beer, Chief Executive Officer of Brewin Dolphin, said, "The Brewin Dolphin Board is pleased to recommend the offer by RBC in the interests of our shareholders, our clients, our people and our business partners. Building on the strong organic growth that we have achieved to date, the combined businesses will create an attractive platform for future growth. As part of RBC we would be able to provide our clients with a broader range of products and services, and expand our distribution channels through leveraging RBC's global presence. We share complementary values which emphasise the importance of long-standing client relationships and an inclusive culture supportive of employees and local communities. Our focus will be on maintaining continuity, so that we build on what we have already achieved. I am looking forward to us working together to enhance our market position as a leading advice-focused, digitally enabled wealth manager."

The acquisition is anticipated to result in a ~40 bps reduction in RBC's Common Equity Tier 1 ("CET1") ratio1 at the Effective Date2. RBC believes that the acquisition will result in an adjusted EPS accretion for RBC of ~1% in the first year following the Effective Date excluding the benefit of future revenue synergies.3 Over the medium term RBC believes that the combined wealth management business in the UK, Ireland and Channel Islands can generate revenue CAGR of ~9% and achieve adjusted profit before tax of ~C$0.5 billion including the benefit of cost and revenue synergies4. The acquisition is expected to generate a double-digit IRR5 excluding the benefit of future revenue synergies.

The acquisition is subject to a number of customary conditions specified in the Rule 2.7 Announcement, including regulatory approvals and Brewin Dolphin shareholder approval. We anticipate completion of this transaction by end of Q3 2022.

Full details of the acquisition can be found in the Rule 2.7 announcement which is available at:

Brewin Dolphin is a UK FTSE 250 provider of discretionary wealth management. With £59.0* billion in total funds, the company offers award-winning, personalised wealth management services that meet the varied needs of clients including individuals, charities and corporates.

Services range from bespoke, discretionary investment management to retirement planning and tax-efficient investing. The company's discretionary investment management focus has led to significant growth in client funds with £52.0* billion now managed on a discretionary basis.

Our intermediary business manages £19.0* billion of assets (as at December 31st 2021) for over 1,700 advice firms either on a discretionary basis or via a Managed Portfolio Service, the MI Brewin Dolphin Voyager fund range and Sustainable MPS.

Brewin Dolphin has a network of over 30 offices across the UK and Republic of Ireland, staffed by qualified investment managers and financial planners.

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