RBC EQUITY PLAN ADMINISTRATION AND TRUSTEE SERVICES

RBC EQUITY PLAN ADMINISTRATION AND TRUSTEE SERVICES

EMPLOYEE EQUITY PLAN ADMINISTRATION AND TRUSTEE SERVICES Equity plans represent a vital part of employee compensation, being designed to recruit, reward and retain talent. They can, however, be complex and some are set to become more complex as executive remuneration is further scrutinised by shareholders and regulators. In the ever changing compensation environment, it is easy to lose sight of the corporate objectives which drove your particular share plan design and the value which plan participants should place on their share-based awards. We build strong, enduring and trusted client relationships. By having an in-depth understanding of the plan, your employees and your needs, we tailor our approach enabling us to deliver a superior client service. Working in partnership with you, our share plan specialists deal with HR, Payroll, Company Secretarial and Finance departments, as well as plan participants, on a daily basis. Your RBC team understands how to support the requirements of these different stakeholders, whilst, at the same time, maintaining focus on overall plan effectiveness. About RBC RBC Corporate Employee & Executive Services (RBC cees) is part of Royal Bank of Canada (RY on TSX and NYSE), one of North America s leading diversified financial services companies. Operating since 1869, RBC is one of the top 12 largest banks globally and top five in North America, as measured by market capitalisation*. With a strong capital base and consistent financial performance, RBC is one of the world s most highly rated financial institutions: Aa3 Moody s, AA- S&P. Further information on RBC is available at rbc.com/investorrelations. We work with you to ensure employees understand and value their equity awards, helping you to meet your corporate objectives. * Market data from Bloomberg as at December 2, 2013. RBC EQUITY PLAN ADMINISTRATION AND TRUSTEE SERVICES 2

CLIENT SERVICE IS EMBEDDED IN OUR CULTURE RBC has been providing equity and equity-related plan administration and trustee services for more than 20 years. The breadth and depth of our experience means we deliver an informed client focused service to the companies and plan participants we work with. We support clients in all industry sectors, ranging from small, owner-managed businesses to large multinational companies. Consequently, the plans we manage range from complex executive plans for a handful of senior employees to global share purchase arrangements for thousands of employees in many countries. Our approach to plan administration and trusteeship is to tailor our services to complement your plan s specific design features. From the outset, we ensure we understand every aspect of your plan, translating that understanding into a streamlined solution delivered by our share plan specialists. Whether you are a sponsoring employer or a participating employee, you will speak directly to our share plan specialists who focus on your plan. In addition to having an in depth knowledge of your plan, we also ensure that our team members are up to date on best practice and market trends. This way, as your plan develops over time, your RBC team will add value by sharing their experience from the market. RBC has been working with us for over 12 years. They administer our worldwide employee share plan. The plans have evolved and changed over the years but RBC has consistently worked with us to deliver a high quality service to both the Company Secretariat team and to individual participants. The core RBC team has remained constant over the 12 year period. We know the client team very well and they know our plans inside out. It is a partnership that works exceedingly well. At RBC cees we don t provide a share plan management service that is restricted by our own processes and systems. We adapt our approach to your needs. UK based FTSE 100 company operating in over 50 countries worldwide. * Long Term Incentive Plan 3 RBC Equity Plan Administration and Trustee Services RBC EQUITY PLAN ADMINISTRATION AND TRUSTEE SERVICES 4

CASE STUDIES Co-investment Plan The client: A global manufacturing company with its primary listing on the London Stock Exchange. THE CORPORATE OBJECTIVES: The company was keen to encourage the group s senior managers to hold shares in the company. They were also keen to preserve the annual cash bonus element of their remuneration strategy as it incentivised employees to deliver on the group s objectives and enhance corporate performance. The solution: A co-investment plan was put in place that allows employees to invest any proportion of their annual cash bonus (up to 100% of base salary) in company shares. Provided the shares are held for three years, they are matched on a 1:1 basis. In addition, performance conditions are applied to the matching element. The result: The co-investment plan has now been in place for some time. It has proved popular with employees because of the matching element and therefore, the number of employee shareholders has increased significantly. It has also been successful in encouraging employees in many different countries to participate. RBC has administered this plan for a number of years and acts as trustee for the employee benefit trust that is used to hedge the company s liability. RBC collects the co-investment contributions in GBP. On vesting of the matching element, local payroll files are produced and payroll amounts are paid in local currencies. RBC also manages the clawback element which is an intrinsic part of the plan design. Employee Benefit Trust for a Private Company The client: A private company seeking an AIM listing in London. THE CORPORATE OBJECTIVES: Retain and reward key employees after initial public offering on AIM. The solution: In the years leading to the IPO, an employee benefit trust was used to warehouse shares on behalf of employees. The trust was used to create a market in the shares for good leavers. At IPO the shares held in the EBT were exchanged for listed shares. They vested in the employees. The result: Holding the shares in the EBT meant that in the run up to the IPO, changes needed to the share capital structure of the company were more easily facilitated than if the shares were held directly by each employee. Employees participated in the IPO and reaped the financial benefits. 5 RBC Equity Plan Administration and Trustee Services RBC EQUITY PLAN ADMINISTRATION AND TRUSTEE SERVICES 6

How can RBC help you? Flexibility, expertise and added value RBC s administration service provides tailor-made solutions to meet your plan requirements. We work with you and your advisors to define your needs and then adapt our processes to support you and your plan. As well as our own specialist teams, we are also able to draw on the broader experience of RBC. In addition, wealth management services are available for participants, if required, through RBC Wealth Management. We are one of the few providers who have ISO 9001 accreditation. Our people Our specialist team include people who have previously held senior consultancy and in house corporate roles, such as in HR and compensation. Our team has extensive practical experience as administrators, trustees, project managers and includes lawyers, accountants and chartered secretaries. Having such a diverse team allows us to draw on their experience to really identify with your objectives and help you make your plan work for you. Technology We are fully committed to ongoing investment in technology. We release regular system enhancements and we work with our clients to understand how we can develop the platform to meet their ongoing needs. Employee experience Employees can access plan data online 24/7 through RBC cees Online and with the additional benefits of: n Automated plan enrolment n Real time valuations n Multi-currency reporting n Online option exercise and share sales in real time n Award modelling n Access to employer communication n Online statements. Employee telephone helplines are also available to all our clients. Employer experience A single relationship manager, supported by a specialist administration team, is appointed to your account. The relationship manager is responsible for the overall relationship and they work closely with you in supporting the implementation and ongoing administration of the plan. Strength, stability and security In addition to the trustee and administrator being part of one of the largest global banks, all assets held within a trust structure do not belong to, and are separate from, the sponsoring company as well as RBC. The assets are held in trust for the benefit of the participating employees and their dependants. To ensure the confidentiality and integrity of information transfers, we have developed a secure online data drop-off and collection platform. Implementation and ongoing client relationship RBC has a robust implementation methodology that includes appointing a dedicated project manager and holding frequent conference calls with the client to ensure a timely and efficient implementation. About RBC Corporate Employee & Executive Services RBC cees is part of the RBC Wealth Management division. RBC cees was formed in November 2005, following the acquisition of Abacus Financial Services Group. MORE INFORMATION More information is available at www.rbccees.com. Contact us t + 44 (0) 8000 566 550 e cees@rbc.com Our fully integrated IT platform has developed alongside the continually evolving equity plan market. It handles virtually all types of equity plan efficiently and with minimal need for manual intervention. Employers can access plan data online and view individual participants accounts. A standardised suite of reports is available or we can tailor reporting to your exact requirements. With over 20 years experience, 220 staff and assets under management exceeding US$23bn, RBC cees manages in excess of 1000 participant benefits plans for more than 475 corporate clients.* Using our dedicated web portal, RBC cees Online, corporate users and plan participants have access to their plan information whenever they need it. Even though our system is easy to use, we provide one to one user training to ensure that clients are confident in using our systems. Multi currency capability We accept contributions, make investments and pay distributions (where required as part of the plan design) in a wholly multi-currency environment. As part of our standard service we can accept and pay away in all major currencies. * Figures quoted as at December 2013. 7 RBC Equity Plan Administration and Trustee Services RBC EQUITY PLAN ADMINISTRATION AND TRUSTEE SERVICES 8

OFFICES Europe Jersey 19-21 Broad Street St. Helier, Jersey Channel Islands, JE1 8PB t +44 1534 283000 f +44 1534 283801 Guernsey PO Box 48, Canada Court St. Peter Port, Guernsey Channel Islands, GY1 3BQ t +44 1481 744000 f +44 1481 744001 London Riverbank House, 2 Swan Lane, London, EC4R 3BF t +44 (0) 20 7653 4000 f +44 (0) 20 7329 6144 Edinburgh Exchange Tower, 9th Floor 19 Canning Street Edinburgh, Scotland EH3 8EG t +44 131 222 3600 f +44 131 222 3601 Asia and Middle East Singapore 77 Robinson Road #18-00 Robinson 77 Singapore 068896 t +65 6230 1517 f +65 6532 2997 Hong Kong 17/F Cheung Kong Center 2 Queen s Road Central Hong Kong t +852 2848 1388 f +852 2521 2968 Dubai Park Place Tower, Suite 1403 Sheikh Zayed Road, PO Box 3614 Dubai, United Arab Emirates t +971 4 331 3196 f +971 4 331 3960 Geneva 6 Rue François-Diday 1204 Geneva Switzerland t +41 22 819 4242 f +41 22 819 4343 RBC cees Limited ( the Company ) is regulated by the Jersey Financial Services Commission in the conduct of trust company business in Jersey. RBC Corporate Employee & Executive Services ( RBC cees ) comprises a number of companies which are all subsidiaries of RBC. RBC cees terms and conditions are updated from time to time and can be found at http://www.rbccees.com/cees-legal.html. Registered office: 19 21 Broad Street, St. Helier, Jersey, Channel Islands, JE1 3PB, registered company number 65008. This brochure does not constitute an invitation to apply for any product or service in any jurisdiction to any person to whom it is unlawful to make such a solicitation in such jurisdiction. The services are provided by the Company and also certain sister companies that form part of RBC cees. You should carefully read any risk warnings or regulatory disclosures in any literature that you receive from RBC, its subsidiaries or affiliates. Please note that (i) the applicable regulatory regime, including any investor protection or depositor compensation arrangements, may well be different from that of your home jurisdiction; and (ii) if you call any of the contact numbers listed in this brochure, you will speak to an employee from one of the RBC cees global offices and calls may be recorded. / TM Trademark(s) of Royal Bank of Canada. Used under licence CA/1453/April 15 9 RBC Equity Plan Administration and Trustee Services