Free Writing Prospectus
(To the Prospectus dated September 7, 2018, the Prospectus Supplement dated September 7, 2018, and the Product Prospectus Supplement dated
October 18, 2018)
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Filed Pursuant to Rule 433
Registration No. 333-227001
October 18, 2018
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Royal Bank of Canada
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$
Contingent Digital Return Barrier Notes due November 5, 2019
Linked to the Common Stock of Activision Blizzard, Inc. Senior Global Medium-Term Notes, Series H |
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The Notes are designed for investors who seek to receive a Contingent Digital Return at maturity based on the performance of the common stock of Activision
Blizzard, Inc. (the “Reference Asset”). Investors should be willing to forgo interest and dividend payments and, if the price of the Reference Asset declines by more than 20%, be willing to (i) lose some or all of their principal and
(ii) receive physical delivery of shares of the Reference Asset in lieu of cash.
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Senior unsecured obligations of Royal Bank of Canada maturing on November 5, 2019. (a) (b)
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Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof.
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The Notes are expected to price on or about October 18, 2018(b) (the “pricing date”) and are expected to be issued on or about October 23, 2018(b)
(the “issue date”).
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Key Terms
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Terms used in this free writing prospectus, but not defined herein, will have the meanings ascribed to them in the
product prospectus supplement.
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Issuer:
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Royal Bank of Canada
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Reference Asset:
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The common stock of Activision Blizzard, Inc. (Bloomberg symbol: “ATVI”)
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Contingent Digital Return:
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14.35%
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Payment at Maturity:
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If the Percentage Change is greater than or equal to -20%, you will receive a cash payment that provides you with a return equal to the
Contingent Digital Return. Accordingly, if the Final Level is greater than or equal to the Barrier Level, your payment per $1,000 in principal amount of the Notes will be calculated as follows:
$1,000 + ($1,000 x Contingent Digital Return)
If the Percentage Change is less than -20%, you will receive at maturity, for each $1,000 in principal amount, a number of shares of the
Reference Asset equal to the Physical Delivery Amount (or at our election, the Cash Delivery Amount)
In this case, the value of
the shares or cash that you will receive at maturity will represent a loss of your principal that is proportionate to the decline in the price of the Reference Asset from the Initial Level to the Final Level. You will lose a significant
portion, or possibly even all, of the principal amount. Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of the Issuer and is not guaranteed by any third party.
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Barrier Level:
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80% of the Initial Level.
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Physical Delivery Amount:
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For each $1,000 in principal amount, a number of shares of the Reference Asset equal to the principal amount divided by the Initial Level,
subject to adjustment as described in the product prospectus supplement. If this number is not a round number, then the number of shares of the Reference Asset to be delivered will be rounded down and the fractional shares will be paid in
cash.
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Cash Delivery Amount:
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The product of the Physical Delivery Amount multiplied by the Final Level.
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Percentage Change:
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The performance of the Reference Asset from the Initial Level to the Final Level, calculated as follows:
Final Level – Initial Level
Initial Level |
Initial Level:
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The closing price of the Reference Asset on the pricing date.
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Final Level:
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The arithmetic average of the closing price of the Reference Asset on each of the valuation dates.
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Valuation Dates:
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October 25, 2019, October 28, 2019, October 29, 2019, October 30, 2019 and October 31, 2019 (the “final valuation date”)(a)(b)
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Maturity Date:
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November 5, 2019(a)(b)
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Calculation Agent:
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RBC Capital Markets, LLC (“RBCCM”)
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CUSIP/ISIN:
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78013GHA6 /US78013GHA67
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Estimated Value:
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The initial estimated value of the Notes as of the date of this document is $978.77 per $1,000 in principal amount. The final pricing
supplement relating to the Notes will set forth our updated estimate of the initial value of the Notes as of the pricing date, which we do not expect to be more than $20 less than this amount. The actual value of the Notes at any time
will reflect many factors, cannot be predicted with accuracy, and may be less than this amount.
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(a) |
Subject to postponement if a market disruption event occurs, as described under “General Terms of the Notes—Market Disruption Events” in the product prospectus
supplement.
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(b) |
Expected. In the event we make any change to the expected pricing date and issue date, the valuation dates and the maturity date will be changed so that the
stated term of the Notes remains the same.
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Price to Public1
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Underwriting Commission2
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Proceeds to Royal Bank of Canada
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Per Note
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$1,000
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$10.00
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$990.00
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Total
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$
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$
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$
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1 |
Certain fiduciary accounts purchasing the Notes will pay a purchase price of $990.00 per Note, and the placement agents will forgo any fees with respect to sales
made to those accounts. The price to the public for all other purchases of the Notes is 100%.
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2 |
JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and their affiliates will act as placement agents for the Notes and will receive a fee from the Issuer that
will not exceed $10.00 per $1,000 in principal amount of the Notes, but will forgo any fees for sales to certain fiduciary accounts.
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RBC Capital Markets, LLC
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JPMorgan Chase Bank, N.A.
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J.P. Morgan Securities LLC
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Placement Agents
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Final Level
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Percentage Change
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Payment at Maturity
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Total Return on the
Notes1 |
$150.00
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50.00%
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$1,143.50
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14.35%
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$140.00
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40.00%
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$1,143.50
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14.35%
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$130.00
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30.00%
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$1,143.50
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14.35%
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$120.00
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20.00%
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$1,143.50
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14.35%
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$114.35
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14.35%
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$1,143.50
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14.35%
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$110.00
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10.00%
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$1,143.50
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14.35%
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$105.00
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5.00%
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$1,143.50
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14.35%
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$102.50
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2.50%
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$1,143.50
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14.35%
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$100.00
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0.00%
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$1,143.50
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14.35%
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$95.00
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-5.00%
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$1,143.50
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14.35%
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$90.00
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-10.00%
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$1,143.50
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14.35%
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$80.00
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-20.00%
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$1,143.50
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14.35%
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$70.00
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-30.00%
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10 shares or $700
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-30.00%
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$60.00
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-40.00%
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10 shares or $600
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-40.00%
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$50.00
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-50.00%
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10 shares or $500
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-50.00%
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$40.00
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-60.00%
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10 shares or $400
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-60.00%
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$30.00
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-70.00%
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10 shares or $300
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-70.00%
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$20.00
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-80.00%
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10 shares or $200
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-80.00%
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$10.00
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-90.00%
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10 shares or $100
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-90.00%
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$0.00
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-100.00%
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10 shares or $0
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-100.00%
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Appreciation Potential—The Notes provide the opportunity to
receive the Contingent Digital Return if the Final Level is greater than or equal to the Barrier Level.
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Limited Protection Against Loss—Payment at maturity of the
principal amount of the Notes is protected against a decline in the Final Level, as compared to the Initial Level, of up to 20%. If the Final Level is less than the Initial Level by more than 20%, the value of the shares or cash that
you will receive at maturity will represent a loss of your principal that is proportionate to the decline in the price of the Reference Asset from the Initial Level to the Final Level. If you receive shares of the Reference Asset,
they may decrease in value between the valuation dates and the maturity date, further reducing your return on the Notes. Because the Notes are our senior unsecured obligations, payment of any amount at maturity is subject to our
ability to pay our obligations as they become due and is not guaranteed by any third party. For a description of the risks with respect to our credit, see “Selected Risk Considerations—Credit of Issuer” in this free writing
prospectus.
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Principal at Risk – Investors in the Notes could lose all
or a substantial portion of their principal amount if the price of the Reference Asset decreases by more than 20%. If the Percentage Change is less than -20%, the value of the shares or cash that you will receive at maturity will
represent a loss of your principal that is proportionate to the decline in the price of the Reference Asset from the Initial Level to the Final Level.
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The Notes Do Not Pay Interest and Your Return May Be Lower than
the Return on a Conventional Debt Security of Comparable Maturity – There will be no periodic interest payments on the Notes as there would be on a conventional fixed-rate or floating-rate debt security having the same
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 bought one of our conventional senior interest bearing debt securities.
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Your Potential Payment at Maturity Is Limited – The Notes
will provide less opportunity to participate in increases in the price of the Reference Asset than an investment in a security linked to the Reference Asset providing full participation in the appreciation, because any positive return
on the Notes will be fixed as the Contingent Digital Return. Accordingly, your return on the Notes may be less than your return would be if you made an investment in a security directly linked to increases in the Reference Asset.
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Credit of Issuer – The Notes are our senior unsecured debt
securities. As a result, your receipt of the amount due on the maturity date is dependent upon our ability to repay our obligations at that time. This will be the case even if the price of the Reference Asset increases after the
pricing date. No assurance can be given as to what our financial condition will be at the maturity 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 other affiliate 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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If You Receive Shares of the Reference Asset at Maturity, the
Value of Those Shares May Be Less on the Maturity Date than on the Final Valuation Date – If the Final Level is less than the Barrier Level, at maturity you may receive a number of shares of the Reference Asset equal to the
Physical Delivery Amount. Under these circumstances, the value of the Physical Delivery Amount as of the final valuation date could be less than $800 for each $1,000 in principal amount of the Note and could decrease further during
the period between the final valuation date and the maturity date. We will make no adjustments to the Physical Delivery Amount to account for any fluctuations in the price of the Reference Asset, and you will bear the risk of any
decrease in the price of the Reference Asset and consequently, the value of the Physical Delivery Amount between the final valuation date and the maturity date.
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Owning the Notes Is Not the Same as Owning Shares of the Reference
Asset — The return on your Notes may not reflect the return you would realize if you actually owned shares of the Reference Asset. For instance, as a holder of the Notes, you will not have voting rights, rights to receive
cash dividends or other distributions, or any other rights that holders of shares of the Reference Asset would have, unless and until you receive the
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There Is No Affiliation Between Us and the Issuer of the Reference
Asset, and We Are Not Responsible for any Disclosure by that Company — We are not affiliated with the issuer of the Reference Asset. However, we and our affiliates may currently, or from time to time in the future engage in
business with the issuer of the Reference Asset. Nevertheless, neither we nor our affiliates assume any responsibilities for the accuracy or the completeness of any information about the Reference Asset that the issuer of the
Reference Asset prepares. You, as an investor in the Notes, should make your own investigation into the Reference Asset and the issuer of the Reference Asset. The issuer of the Reference Asset is not involved in this offering and
has no obligation of any sort with respect to your Notes. The issuer of the Reference Asset has no obligation to take your interests into consideration for any reason, including when taking any corporate actions that might affect the
value of your Notes.
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Single Stock Risk — The price of the Reference Asset can
rise or fall sharply due to factors specific to the Reference Asset and its issuer, such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and
other events, as well as general market factors, such as general stock market volatility and levels, interest rates and economic and political conditions. We urge you to review financial and other information filed periodically with
the SEC by the issuer of the Reference Asset.
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Many Economic and Market Factors Will Impact the Value of the
Notes—In addition to the price of the Reference Asset on any day, the value of the Notes will be affected by a number of economic and market factors that may either offset or magnify each other, including:
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the expected volatility of the Reference Asset;
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the time to maturity of the Notes;
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the dividend rate on the Reference Asset;
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interest and yield rates in the market generally;
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a variety of economic, financial, political, regulatory or judicial events; and
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our creditworthiness, including actual or anticipated downgrades in our credit ratings.
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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 for 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 price of the Reference Asset, 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 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. 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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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 Pricing Date -- The value of the Notes at any
time after the pricing date will vary based on many factors, including changes in market conditions, and cannot be predicted with accuracy. As a result, the actual value you would receive if you sold the Notes in any secondary
market, if any, should be expected to differ materially from the initial estimated value of your Notes.
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Market Disruption Events and Adjustments –The payment at
maturity, the valuation dates and the Reference Asset 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 on a valuation date, see “General Terms of the Notes—Market Disruption Events” in the product prospectus supplement.
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Anti-dilution Adjustments — For certain corporate events
affecting the Reference Asset, the calculation agent may make adjustments to the terms of the Notes. However, the calculation agent will not make such adjustments in response to all events that could affect the Reference Asset. If an
event occurs that does not require the calculation agent to make such adjustments, the value of the Notes may be materially and adversely affected. In addition, all determinations and calculations concerning any such adjustments will
be made in the sole discretion of the calculation agent, which will be binding on you absent manifest error. You should be aware that the
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The Business Activities of Royal Bank and Our Affiliates May Create
Conflicts of Interest – We and our affiliates expect to engage in trading activities related to the Reference Asset 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 price of the Reference Asset, 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 Activision Blizzard, Inc., the issuer of the Reference Asset (the ‘‘Reference Asset Issuer’’), 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 Asset. 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 may affect the price of the Reference Asset and, therefore, the market value of the Notes.
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Period-Start Date
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Period-End Date
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High Intra-Day Price of the Reference Asset ($)
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Low Intra-Day Price of the Reference Asset ($)
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Period-End Closing Price of the Reference Asset ($)
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1/1/2013
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3/28/2013
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15.07
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10.75
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14.57
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4/1/2013
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6/28/2013
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16.11
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13.27
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14.26
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7/1/2013
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9/30/2013
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18.43
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14.15
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16.67
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10/1/2013
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12/31/2013
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18.40
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16.07
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17.83
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1/1/2014
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3/31/2014
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21.50
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16.55
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20.44
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4/1/2014
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6/30/2014
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22.40
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18.83
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22.30
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7/1/2014
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9/30/2014
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24.15
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20.66
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20.79
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10/1/2014
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12/31/2014
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21.98
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17.74
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20.15
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1/1/2015
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3/31/2015
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23.69
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18.44
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22.73
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4/1/2015
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6/30/2015
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26.08
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22.29
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24.21
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7/1/2015
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9/30/2015
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32.49
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24.05
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30.89
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10/1/2015
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12/31/2015
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39.93
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30.25
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38.71
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1/1/2016
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3/31/2016
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38.09
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26.49
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33.84
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4/1/2016
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6/30/2016
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39.99
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33.04
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39.63
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7/1/2016
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9/30/2016
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45.12
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39.28
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44.30
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10/1/2016
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12/30/2016
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45.50
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35.12
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36.11
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1/1/2017
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3/31/2017
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50.40
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36.19
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49.86
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4/1/2017
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6/30/2017
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61.57
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48.42
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57.57
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7/1/2017
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9/29/2017
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66.57
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55.86
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64.51
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10/1/2017
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12/29/2017
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67.39
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57.31
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63.32
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1/1/2018
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3/29/2018
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79.57
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63.33
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67.46
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4/1/2018
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6/29/2018
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79.25
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63.54
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76.32
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7/1/2018
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9/28/2018
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83.74
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68.22
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83.19
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10/1/2018
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10/17/2018
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84.55
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73.25
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78.30
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