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
Subject to Completion:
Dated January 27, 2023
Pricing Supplement Dated January __, 2023 to the Product Prospectus
Supplement ERN-EI-1, Prospectus Supplement, and Prospectus Each
Dated September 14, 2021
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$
Bearish Barrier Digital Notes Linked to the S&P 500® Index, Due November 2, 2023 Royal Bank of Canada |
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Reference Asset
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Initial Level
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Barrier Level
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S&P 500® Index (“SPX”)
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115% of its Initial Level
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The Notes will pay a fixed payment at maturity equal to 117% of the principal amount if the level of the Reference Asset decreases from the Initial Level (or remains
unchanged).
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If the Final Level is greater than the Initial Level by no more than 15%, the Notes will pay the principal amount at maturity.
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If the Final Level is greater than the Initial Level by more than 15%, investors will lose 1% of the principal amount for each 1% that the Final Level is greater than
the Initial Level, up to a maximum loss of 100% of the principal amount.
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Any payments on the Notes are subject to our credit risk.
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The Notes do not pay interest.
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The Notes will not be listed on any securities exchange.
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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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0.50%
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$
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Proceeds to Royal Bank of Canada
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99.50%
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$
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Bearish Barrier Digital Notes
Linked to the S&P 500®
Index
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Issuer:
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Royal Bank of Canada (“Royal Bank”)
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Underwriter:
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RBC Capital Markets, LLC (“RBCCM”)
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Reference Asset:
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S&P 500® Index (SPX)
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Minimum Investment:
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$1,000 and minimum denominations of $1,000 in excess thereof
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Trade Date (Pricing Date):
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January 30, 2023
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Issue Date:
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February 2, 2023
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Valuation Date:
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October 30, 2023
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Maturity Date:
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November 2, 2023, subject to extension for market and other disruptions, as described in the product prospectus supplement dated September 14, 2021.
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Payment at Maturity (if
held to maturity):
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If the Final Level is less than or equal to the Initial Level (that is, the Percentage Change is 0% or negative), investors will receive the Digital
Payment.
The payment on the Notes will not exceed the Digital Payment.
If the Final Level is greater than the Initial Level, but is less than or equal to the Barrier Level (that
is, the Percentage Change is between 0.01% and 15.00%), then the investor will receive the principal amount of the Notes.
If the Final Level is greater than the Barrier Level (that is, the Percentage Change is greater than 15.00%), then the investor will receive a cash
payment equal to:
Principal Amount - (Principal Amount x Percentage Change)
However, the minimum payment on the Notes will be $0 per $1,000 in principal amount. In this case, you could lose some or all of the principal amount.
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Percentage Change:
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The Percentage Change, expressed as a percentage, is calculated using the following formula:
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Initial Level:
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The closing level of the Reference Asset on the Trade Date.
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Final Level:
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The closing level of the Reference Asset on the Valuation Date.
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Digital Payment:
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117% multiplied by the principal amount ($1,170 per $1,000 in principal amount of the Notes)
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Barrier Level:
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115% of the Initial Level.
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Principal at Risk:
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The Notes are NOT principal protected. You may lose some or all of your principal amount at maturity if the Final Level is greater than the Barrier
Level.
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Calculation Agent:
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RBCCM
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Bearish Barrier Digital Notes
Linked to the S&P 500®
Index
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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 pre-paid cash-settled derivative contract
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 dated September 14, 2021 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 of your Notes.
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Listing:
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The Notes will not be listed on any securities exchange.
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Clearance and 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 dated September 14, 2021).
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Terms Incorporated in the
Master Note:
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All of the terms appearing above the item captioned “Secondary Market” on pages P-2 and P-3 of this terms supplement and the terms appearing under the captions “General Terms of the Notes” and “Supplemental
Discussion of U.S. Federal Income Tax Consequences” in the product prospectus supplement dated September 14, 2021, as modified by this terms supplement.
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Bearish Barrier Digital Notes
Linked to the S&P 500®
Index
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Bearish Barrier Digital Notes
Linked to the S&P 500®
Index
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Example 1 —
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Calculation of the payment at maturity where the Final Level is less than or equal to the Initial Level by more than 17%.
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Final Level:
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75.00
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Percentage Change:
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-25%
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Payment at Maturity:
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$1,000 x 117.00% = $1,170
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On a $1,000 investment, a Final Level of 75 (a -25% Percentage Change) results in a payment at maturity of $1,170, a 17.00% return on the Notes. In this case, the return on
the Notes is less than the percentage decrease in the level of the Reference Asset.
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Example 2 —
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Calculation of the payment at maturity where the Final Level is less than or equal to the Initial Level by less than 17%.
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Final Level:
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95.00
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Percentage Change:
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-5%
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Payment at Maturity:
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$1,000 x 117.00% = $1,170
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On a $1,000 investment, a Final Level of 95 (a -5% Percentage Change) results in a payment at maturity of $1,170, a 17.00% return on the Notes. In this case, the return on
the Notes is greater than the percentage decrease in the level of the Reference Asset.
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Example 3 —
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Calculation of the payment at maturity where the Final Level is greater than the Initial Level, but less than or equal to the Barrier Level.
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Final Level:
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110.00
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Percentage Change:
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10%
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Payment at Maturity:
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At maturity, if the Final Level is greater than the Initial Level, but less than or equal to the Barrier Level, investors will receive the principal amount
of the Notes.
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On a $1,000 investment, a Final Level of 110.00 (a 10% Percentage Change) results in a payment at maturity of $1,000.
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Example 4 —
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Calculation of the payment at maturity where the Final Level is greater than the Barrier Level.
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Final Level:
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160.00
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Percentage Change:
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60%
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Payment at Maturity:
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$1,000 - ($1,000 x 60%) = $1,000 - $600 = $400
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On a $1,000 investment, a Final Level of 160 (a 60% Percentage Change) results in a Payment at Maturity of $400, a 60% return on the Notes.
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Bearish Barrier Digital Notes
Linked to the S&P 500®
Index
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Hypothetical Final Level
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Hypothetical Percentage
Change
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Redemption Amount as
Percentage of Principal Amount
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Redemption Amount
per $1,000 in Principal
Amount
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210.00
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110.00%
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0.00%
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$0.00
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200.00
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100.00%
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0.00%
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$0.00
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190.00
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90.00%
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10.00%
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$100.00
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180.00
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80.00%
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20.00%
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$200.00
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170.00
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70.00%
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30.00%
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$300.00
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160.00
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60.00%
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40.00%
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$400.00
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150.00
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50.00%
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50.00%
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$500.00
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140.00
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40.00%
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60.00%
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$600.00
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130.00
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30.00%
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70.00%
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$700.00
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120.00
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20.00%
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80.00%
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$800.00
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115.00
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15.00%
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100.00%
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$1,000.00
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110.00
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10.00%
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100.00%
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$1,000.00
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105.00
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5.00%
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100.00%
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$1,000.00
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100.00
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0.00%
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117.00%
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$1,170.00
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95.00
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-5.00%
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117.00%
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$1,170.00
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90.00
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-10.00%
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117.00%
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$1,170.00
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83.00
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-17.00%
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117.00%
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$1,170.00
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80.00
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-20.00%
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117.00%
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$1,170.00
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70.00
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-30.00%
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117.00%
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$1,170.00
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60.00
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-40.00%
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117.00%
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$1,170.00
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50.00
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-50.00%
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117.00%
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$1,170.00
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40.00
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-60.00%
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117.00%
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$1,170.00
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20.00
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-80.00%
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117.00%
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$1,170.00
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10.00
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-90.00%
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117.00%
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$1,170.00
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0.00
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-100.00%
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117.00%
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$1,170.00
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Bearish Barrier Digital Notes
Linked to the S&P 500®
Index
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You May Lose Some or All of the Principal Amount if the Level of the Reference Asset Increases After the Trade Date – Investors in the Notes could lose some or all of
their principal amount if the level of the Reference Asset increases between the Trade Date and the Valuation Date. If the Final Level is greater than the Barrier Level, you will lose 1% of the principal amount of your Notes for each 1%
that the Final Level is greater than the Initial Level. You may lose some or all of the principal amount of the Notes.
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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. Your return may be less than the return you would earn if you purchased 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 any depreciation of the Reference Asset than an investment in a
security linked to the Reference Asset providing full participation in any decreases in the level of the Reference Asset, because the payment at maturity will not exceed the Digital Payment. 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 the negative performance of the Reference Asset.
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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 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 level of the Reference Asset decreases after
the Trade 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 of our other affiliates 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 of the Notes that will be set forth on the cover page of
the final pricing supplement for the Notes will 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 level 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
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Bearish Barrier Digital Notes
Linked to the S&P 500®
Index
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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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Our Business Activities 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 level 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 companies included in the Reference Asset, 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 level of the Reference Asset, and, therefore, the market value of the Notes.
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You Will Not Have Any Rights to the Securities Included in the Reference Asset — As a holder of the Notes, you will not have voting rights or rights to receive cash
dividends or other distributions or other rights that holders of securities included in the Reference Asset would have. Any positive return on the Notes may be less than the potential negative return on those securities.
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The Payments on the Notes Are Subject to Postponement Due to Market Disruption Events and Adjustments — The payment at maturity 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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Bearish Barrier Digital Notes
Linked to the S&P 500®
Index
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Bearish Barrier Digital Notes
Linked to the S&P 500®
Index
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Bearish Barrier Digital Notes
Linked to the S&P 500®
Index
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Bearish Barrier Digital Notes
Linked to the S&P 500®
Index
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Bearish Barrier Digital Notes
Linked to the S&P 500®
Index
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Bearish Barrier Digital Notes
Linked to the S&P 500®
Index
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Bearish Barrier Digital Notes
Linked to the S&P 500®
Index
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P-15
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RBC Capital Markets, LLC
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