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
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Subject to Completion:
Dated December 1, 2021
Pricing Supplement Dated December __, 2021
to the Product Prospectus Supplement No. CCBN-1 Dated September 14, 2021, the Prospectus Supplement Dated September 14, 2021 and the Prospectus Dated September 14, 2021
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$_________
Auto-Callable Contingent Coupon Barrier Notes
Linked to the ARK Innovation ETF, Due December
6, 2024
Royal Bank of Canada
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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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December 3, 2021
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Principal Amount:
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$1,000 per Note
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Issue Date:
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December 8, 2021
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Maturity Date:
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December 6, 2024
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Observation Dates:
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Quarterly, as set forth below.
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Coupon Payment Dates:
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Quarterly, as set forth below
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Valuation Date:
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December 3, 2024
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Contingent Coupon Rate:
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[8.75%-9.75%] per annum (to be determined on the Trade Date)
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Initial Price:
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The closing price of the Reference Asset on the Trade Date.
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Final Price:
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The closing price of the Reference Asset on the Valuation Date.
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Call Price:
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100% of the Initial Price.
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Trigger Price and Coupon
Barrier:
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60% of the Initial Price.
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Contingent Coupon:
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If the closing price of the Reference Asset is greater than or equal to the Coupon Barrier on the applicable Observation Date, we will pay the Contingent Coupon applicable to that Observation
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 Price:
For each $1,000 in principal amount, $1,000 plus the Contingent Coupon at maturity, unless the Final Price is less than the Trigger Price.
If the Final Price is less than the Trigger Price, then the investor will receive at maturity, for each $1,000 in principal amount, a cash payment equal to: $1,000 + ($1,000 x Reference Asset
Return)
Investors in the Notes will lose some or all of their principal amount if the Final Price of the Reference Asset is less than the Trigger Price.
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Call Feature:
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If the closing price of the Reference Asset is greater than or equal to the Call Price starting on June 3, 2022 and on any Observation Date thereafter, the Notes will be automatically called for
100% of their principal amount, plus the Contingent Coupon applicable to the corresponding Observation Date.
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Call Settlement Dates:
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The Coupon Payment Date corresponding to that Observation Date.
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CUSIP:
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78016F7A6
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Per Note
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Total
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Price to public(1)
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100.00%
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$
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Underwriting discounts and commissions(1)
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2.25%
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$
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Proceeds to Royal Bank of Canada
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97.75%
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$
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Auto-Callable Contingent Coupon Barrier Notes
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General:
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This terms supplement relates to an offering of Auto-Callable Contingent Coupon Barrier Notes (the “Notes”) linked to the ARK Innovation ETF (the “Reference Asset”).
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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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December 3, 2021
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Issue Date:
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December 8, 2021
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Valuation Date:
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December 3, 2024
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Maturity Date:
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December 6, 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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Designated Currency:
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U.S. Dollars
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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 price of the Reference Asset is greater than or equal to the Coupon Barrier on the applicable Observation Date, we will pay the Contingent Coupon applicable to that Observation Date.
• If the closing price of the Reference Asset is less than the 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 quarterly periods during the term of the Notes.
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Contingent Coupon Rate:
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[8.75% - 9.75%] per annum ([2.1875% - 2.4375%] per quarter), to be determined on the Trade Date.
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Observation Dates:
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Quarterly on March 3, 2022, June 3, 2022, September 6, 2022, December 5, 2022, March 3, 2023, June 5, 2023, September 5, 2023, December 4, 2023, March 4, 2024, June 3, 2024,
September 3, 2024 and the Valuation Date.
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Coupon Payment Dates:
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The Contingent Coupon, if payable, will be paid quarterly on March 8, 2022, June 8, 2022, September 9, 2022, December 8, 2022, March 8, 2023, June 8, 2023, September 8, 2023,
December 7, 2023, March 7, 2024, June 6, 2024, September 6, 2024 and the Maturity Date.
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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 June 3, 2022 and on any Observation Date thereafter, the closing price of the Reference Asset is greater than or equal
to the Call Price, then the Notes will be automatically called.
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Call Settlement Dates:
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If the Notes are called on any Observation Date starting on June 3, 2022 and thereafter, the Call Settlement Date will be the Coupon Payment Date corresponding to that
Observation Date.
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Payment if Called:
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If the Notes are automatically called, then, on the applicable Call Settlement Date, for each $1,000 principal amount, you will receive $1,000 plus the Contingent Coupon otherwise due
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Auto-Callable Contingent Coupon Barrier Notes
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on that Call Settlement Date.
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Initial Price:
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The closing price of the Reference Asset on the Trade Date.
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Final Price:
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The closing price of the Reference Asset on the Valuation Date.
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Call Price:
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100% of the Initial Price.
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Trigger Price and Coupon
Barrier:
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60% of the Initial Price.
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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 Price of the Reference Asset:
• If the Final
Price is greater than or equal to the Trigger Price, 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
Price is below the Trigger Price, you will receive at maturity, for each $1,000 in principal amount, a cash payment equal to: $1,000 + ($1,000 x Reference Asset Return)
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 Reference Asset from
the Trade Date to the Valuation Date. Investors in the Notes will lose some or all of their principal amount if the Final Price of the Reference Asset is less than the Trigger Price.
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Reference Asset Return:
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Final Price - Initial Price
Initial Price
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Stock Settlement:
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Not applicable. Payments on the Notes will be made solely in cash.
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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 the Reference Asset will result in the postponement of an Observation Date or the Valuation Date, as
described in the product prospectus supplement.
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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 Notes as a
callable pre-paid cash-settled contingent income-bearing derivative contract linked to the Reference Asset 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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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
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Auto-Callable Contingent Coupon Barrier Notes
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this terms supplement.
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Auto-Callable Contingent Coupon Barrier Notes
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Auto-Callable Contingent Coupon Barrier Notes
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Hypothetical Initial Price:
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$100.00*
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Hypothetical Trigger Price and Coupon Barrier:
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$60.00, which is 60% of the hypothetical Initial Price
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Hypothetical Contingent Coupon Rate:
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9.25% per annum (or 2.3125% per quarter), which is the midpoint of the Contingent Coupon Rate range set forth above.
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Hypothetical Contingent Coupon Amount:
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$23.125 per quarter
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Observation Dates:
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Quarterly
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Principal Amount:
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$1,000 per Note
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Hypothetical Final Price of the
Reference Asset
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Payment at Maturity as
Percentage of Principal Amount
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Payment at Maturity (assuming
that the Notes were not
previously called)
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$150.00
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102.3125%*
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$1,023.125*
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$140.00
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102.3125%*
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$1,023.125*
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$130.00
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102.3125%*
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$1,023.125*
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$120.00
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102.3125%*
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$1,023.125*
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$110.00
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102.3125%*
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$1,023.125*
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$100.00
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102.3125%*
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$1,023.125*
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$90.00
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102.3125%*
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$1,023.125*
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$80.00
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102.3125%*
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$1,023.125*
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$70.00
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102.3125%*
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$1,023.125*
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$60.00
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102.3125%*
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$1,023.125*
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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%
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$0.00
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Auto-Callable Contingent Coupon Barrier Notes
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Auto-Callable Contingent Coupon Barrier Notes
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• |
You May Lose All or a Portion of 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 trading price of the Reference Asset between the Trade Date and the Valuation Date. If the Notes are not automatically called and the Final Price is less than the Trigger Price, 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 price of the Reference Asset 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 Observation Date beginning in June 2022, the closing price of the Reference Asset is greater than
or equal to the Call Price, then the Notes will be automatically called. If the Notes are automatically called, then, on the applicable Call Settlement Date, for each $1,000 in principal amount, you will receive $1,000 plus the Contingent
Coupon otherwise due on the applicable Call Settlement Date. You will not receive any Contingent Coupons after the Call Settlement Date. 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 price of the Reference Asset
on an Observation Date is less than the Coupon Barrier, we will not pay you the Contingent Coupon applicable to that Observation Date. If the closing price of the Reference Asset is less than the 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 Price will be less than the Trigger Price.
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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 Asset. In addition, the total return on the Notes will vary based on the number of Observation Dates on which the Contingent Coupon becomes payable prior to maturity or
an automatic call. Further, if the Notes are called due to the Call Feature, you will not receive any Contingent Coupons or any other payment in respect of any Observation Dates after the applicable Call Settlement Date. Since the Notes could
be called as early as the second Observation Date, the total return on the Notes could be minimal. If the Notes are not called, you may be subject to the full downside performance of the Reference Asset even though your potential return is
limited to the Contingent Coupon Rate. As a result, the return on an investment in the Notes could be less than the return on a direct investment in the Reference Asset.
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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 bought a conventional senior interest bearing debt
security of Royal Bank.
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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 price of the Reference Asset increases 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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Owning the Notes Is Not the Same as Owning the Reference Asset — The return on your Notes is unlikely to reflect the return you would realize if you
actually owned the Reference Asset. For instance, you will not receive
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Auto-Callable Contingent Coupon Barrier Notes
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Payments on the Notes Are Subject to Postponement Due to Market Disruption Events and Adjustments — The payment
at maturity, each 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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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 of ours 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 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 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 and 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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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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Auto-Callable Contingent Coupon Barrier Notes
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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 Asset or the securities held by 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 share 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 ARKK
or the issuers of the securities held by ARKK, 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 by us or one or more of our affiliates
may affect the price of the Reference Asset, and, therefore, the market value of the Notes.
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You Must Rely on Your Own Evaluation of the Merits of an Investment Linked to the Reference Asset — In the ordinary course of their business, our
affiliates may have expressed views on expected movement in the Reference Asset or the equity securities that they represent, and may do so in the future. These views or reports may be communicated to our clients and clients of our
affiliates. However, these views are subject to change from time to time. Moreover, other professionals who transact business in markets relating to the Reference Asset may at any time have significantly different views from those of our
affiliates. For these reasons, you are encouraged to derive information concerning the Reference Asset from multiple sources, and you should not rely solely on views expressed by our affiliates.
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An Investment in the Notes Is Subject to Risks Associated with Actively Managed ETFs—The Reference Asset is an actively managed exchange traded fund.
Unlike a passively managed fund, an actively managed fund does not attempt to track an index or other benchmark, and the investment decisions for an actively managed fund are instead made by its investment adviser. The investment adviser of
an actively managed fund may adopt a strategy or strategies that are significantly more risky than an indexing or similar strategy that may be been employed by a passively managed fund. As an actively managed fund, the Reference Asset is
subject to management risk. In managing an actively managed fund, the investment adviser of a fund applies investment strategies, techniques and analyses in making investment decisions for the fund; however, there can be no guarantee that
these actions will produce the intended results. The ability of the Reference Asset’s investment adviser to successfully implement the Reference Asset’s investment strategy will significantly influence the market price of the shares of the
Reference Asset and, consequently, the value of the Notes.
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The Notes Are Subject to Risks Associated with Mid-Cap, Small-Cap and Micro-Cap Companies — Some of the equity securities held by the Reference Asset
are issued by companies with mid-size, small or micro market capitalization. These equity securities often have greater stock price volatility, lower trading volume and less liquidity than the equity securities of large-capitalization
companies, and are more vulnerable to adverse business and economic developments than those of large-capitalization companies. In addition, these mid-, small- and micro-capitalization companies are often less established and less stable
financially than large-capitalization companies. These companies may depend on a small number of key personnel, making them more vulnerable to loss of personnel. These types of companies tend to have smaller revenues, less diverse product
lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than large-capitalization companies, and may be more susceptible to adverse developments related to their products. As a
result, the Reference Asset may be more volatile, and may be more likely to decrease in value, than it would be if it were composed of equity securities issued only by large-capitalization companies.
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An Investment in the Notes Is Subject to Risks Relating to Non-U.S. Securities Markets, and Emerging Markets in
Particular — Because certain securities held by the Reference Asset 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
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Auto-Callable Contingent Coupon Barrier Notes
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• |
The Notes Are Subject to Currency Exchange Rate Risk — The value of the Reference Asset will fluctuate based in large part upon its net asset value,
which will in turn depend in part upon changes in the value of the applicable currencies in which the non-U.S. stocks in which it invests are traded. An investor’s net exposure will depend on the extent to which these currencies strengthen or
weaken against the U.S. dollar. If the dollar strengthens against these currencies, the net asset value and the value of this Reference Asset and the market value of, and amount payable on, the securities will be adversely affected.
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Recent Executive Orders May Adversely Affect the Performance of the Reference Asset — Under recent executive orders, U.S. persons are prohibited from
engaging in transactions in, or possession of, publicly traded securities of certain companies that are determined to be linked to the People’s Republic of China military, intelligence and security apparatus, or securities that are derivative
of, or are designed to provide investment exposure to, those securities. If the issuer of any of the equity securities held by the Reference Asset is in the future designated as such a prohibited company, the value of that company may be
adversely affected, perhaps significantly, which would adversely affect the performance of the Reference Asset. In addition, under these circumstances, the Reference Asset is likely to remove the equity securities of that company from the
Reference Asset. Any changes to the composition of the Reference Asset in response to these executive orders could adversely affect the performance of the Reference Asset.
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• |
The Performance and Market Value of the Reference Asset, Especially During Periods of Market Volatility, May Not Correlate to Its Net Asset Value Per Share — Because
the shares of the Reference Asset are traded on a national securities exchange and are subject to market supply and investor demand, the market value of one share of the Reference Asset may differ from its net asset value per share. During
periods of market volatility, securities held by the Reference Asset may be unavailable in the secondary market, market participants may be unable to calculate accurately the net asset value per share of the Reference Asset and the liquidity
of the Reference Asset may be adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the Reference Asset. Further, market volatility may adversely affect,
sometimes materially, the prices at which market participants are willing to buy and sell shares of the Reference Asset. As a result, under these circumstances, the market value of shares of the Reference Asset may vary substantially from its
net asset value per share. For all the foregoing reasons, the performance of the Reference Asset may not correlate with the performance of its net asset value per share.
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• |
There Is No Affiliation Between the Investment Advisor and RBCCM, and RBCCM Is Not Responsible for any Disclosure by the Investment Advisor — We are not
affiliated with the investment adviser of the Reference Asset. However, we and our affiliates may currently, or from time to time in the future, engage in business with these entities. Nevertheless, neither we nor our affiliates assume any
responsibilities for the accuracy or the completeness of any information that any other entity prepares. You, as an investor in the Notes, should make your own investigation into the Reference Asset and the companies in which it invests. None
of these companies are involved in this offering, and have no obligation of any sort with respect to the Notes. These companies have no obligation to take your interests into consideration for any reason, including when taking any corporate
actions that might affect the value of the Notes.
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Auto-Callable Contingent Coupon Barrier Notes
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• |
The Policies of the Reference Asset’s Investment Adviser Could Affect the Amount Payable on the Notes and Their Market Value — The policies of the
Reference Asset’s investment adviser concerning the management of the Reference Asset, additions, deletions or substitutions of the securities held by the Reference Asset, and changes in its investment strategy, could affect the market price
of shares of the Reference Asset and, therefore, the amount payable on the Notes and the market value of the Notes. The amount payable on the Notes and their market value could also be affected if the Reference Asset’s investment adviser
changes these policies, for example, by changing the manner in which it manages the Reference Asset, or if the Reference Asset’s investment adviser discontinues or suspends maintenance of the Reference Asset, in which case it may become
difficult to determine the market value of the Notes. The Reference Asset’s investment adviser have no connection to the offering of the Notes and have no obligations to you as an investor in the Notes in making its decisions regarding the
Reference Asset.
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Auto-Callable Contingent Coupon Barrier Notes
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Auto-Callable Contingent Coupon Barrier Notes
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Auto-Callable Contingent Coupon Barrier Notes
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Auto-Callable Contingent Coupon Barrier Notes
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Auto-Callable Contingent Coupon Barrier Notes
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