EX-99.2 10 d875226dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

PRELIMINARY COPY – DO NOT RETURN

 

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Electronic Voting Instructions

Available 24 hours a day, 7 days a week!

Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

Proxies submitted by the Internet or telephone must be received by 5:00 p.m., Pacific Time, on May 22, 2015.

 

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Vote by Internet

 

•    Go to www.investorvote.com/cyn

 

•    Or scan the QR code with your smartphone

 

•    Follow the steps outlined on the secure website

Vote by telephone

 

    Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone

 

    Follow the instructions provided by the recorded message
 
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.   x   

 

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q  IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q

 

 

 

 A    Proposals — The Board of Directors recommends a vote FOR the merger agreement proposal, FOR the merger-related      
  compensation proposal and FOR the adjournment proposal.      
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                                 For    Against    Abstain
1.   The merger agreement proposal. Adoption of the Agreement and Plan of Merger, dated as of January 22, 2015, as it may be amended from time to time, by and among City National Corporation, Royal Bank of Canada and RBC USA Holdco Corporation, thereby approving the merger pursuant to which City National Corporation will merge with and into a wholly owned subsidiary of Royal Bank of Canada.          ¨      ¨    ¨
2.   The merger-related compensation proposal. Approval, by advisory (non-binding) vote, of certain compensation that may be paid or become payable to City National Corporation’s named executive officers in connection with the merger.          ¨      ¨    ¨
3.   The adjournment proposal. Adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.          ¨      ¨    ¨

 

 B    Non-Voting Items            

 

Change of Address — Please print your new address below.     Comments — Please print your comments below.     Meeting Attendance  
            Mark the box to the right if you plan to attend the Special Meeting.  

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 C    Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below    

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

 

Date (mm/dd/yyyy) — Please print date below.       Signature 1 — Please keep signature within the box.       Signature 2 — Please keep signature within the box.

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PRELIMINARY COPY – DO NOT RETURN

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Special Meeting Admission Ticket

SPECIAL MEETING OF

CITY NATIONAL CORPORATION STOCKHOLDERS

Wednesday, May 27, 2015, 4:00 P.M. Pacific Time

CITY NATIONAL PLAZA

555 SOUTH FLOWER STREET, THIRTEENTH FLOOR, LOS ANGELES, CALIFORNIA 90071

Upon arrival, please present this admission ticket and photo identification at the registration desk.

 

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555 South Flower Street is located in the City of Los Angeles at the intersection of West Fifth Street and South Flower Street. Subterranean valet parking is available at City National Plaza.

q  IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q

 

 

PRELIMINARY COPY – DO NOT RETURN

CITY NATIONAL CORPORATION PROFIT SHARING PLAN

Proxy/Voting Instructions: This Proxy is Solicited on Behalf of the Board of Directors

The plan participant, revoking previous voting instructions relating to these shares, hereby instructs City National Bank, as Trustee, to vote all of the shares of common stock of City National Corporation allocated to the participant’s City National Corporation Profit Sharing Plan account, as of the close of business on April 22, 2015, as specified on the reverse side of this proxy card at the Special Meeting of Stockholders to be held on Wednesday, May 27, 2015 or at any postponement or adjournment thereof.

If you sign, date and return the voting instruction card but no choice is specified, if you do not return this card or if you do not otherwise provide directions by telephone or on the Internet by Friday, May 22, 2015, the Trustee shall vote all shares for which you do not provide voting direction in the same proportion as the City National Corporation shares held by other participants in the plan are voted. You may change your vote by submitting a new voting instruction card in accordance with these instructions by Friday, May 22, 2015.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

If you vote by telephone or Internet, please DO NOT mail back this proxy card.

Important Notice regarding the Internet availability of proxy materials for the Special Meeting of Stockholders. The Notice of Special Meeting and the proxy statement/prospectus filed in connection with the merger and the special meeting is available at https://www.cnb.com/investor-relations/investor-kit.asp.

(Items to be voted appear on reverse side.)

IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON THE FRONT SIDE OF THIS PROXY CARD.