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RBTT shareholders agree to merge with RBC

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RBTT Financial Holdings Limited has announced that its shareholders have voted in favor of the proposed amalgamation of RBTT with a Caribbean subsidiary of Royal Bank of Canada (RBC), [RY on the TSX and NYSE]. The decision was taken on Wednesday, March 26, 2008, at a special meeting of shareholders held at the Hilton Trinidad and Conference Centre.{{more}}

The amalgamation resolution was approved by 98.18% of the votes cast by holders of ordinary shares, greatly exceeding the required 75% approval.

RBTT and RBC had announced an agreement on October 2, 2007, for RBC to acquire RBTT for a total purchase price of approximately TT$13.8 billion (approximately US$2.2 billion at exchange rates as of September 28, 2007).

RBTT Group Chairman Peter July said: “This is an historic decision, which will benefit all stakeholders. We now move to satisfy the requisite regulatory requirements to ensure that we can close this transaction within the shortest possible timeframe.”

Following the completion of the amalgamation, RBTT Financial Holdings Limited and RBC Holdings (Trinidad & Tobago) Limited, a subsidiary of RBC, will amalgamate and continue as a wholly owned indirect subsidiary of RBC.

RBTT shareholders will receive total per share consideration in the amount of approximately TT$40.00 (subject to variation in certain circumstances of cash (approximately 60%) and RBC common shares (approximately 40%).

For each RBTT ordinary share held, shareholders will receive TT$24.00 in cash (or, at the election of the RBTT shareholder, the U.S. dollar equivalent of TT$24.00) and a fractional number of RBC common shares equal to an exchange ratio (based on the U.S. dollar equivalent of TT$16.00). The number of RBC common shares to be received by RBTT shareholders is subject to a plus or minus 10% “collar” based on an RBC share price of US$54.42 (the average trading price of RBC common shares on the NYSE for the five consecutive trading days ending on September 28, 2007.

The closing of the transaction is subject to customary conditions, including the receipt of regulatory approvals. The transaction is expected to close in May or June 2008.

For further information regarding the transaction, please refer to the RBTT Director’s Circular. RBTT will advise shareholders closer to the time of closing about the procedures for surrendering and receiving payment for their shares.

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