Dexia in the Sale of RBC Dexia Investor Services

April 3, 2012

Cleary Gottlieb is representing Dexia SA in the sale of its 50% indirect stake in RBC Dexia Investor Services Limited to Royal Bank of Canada for a total consideration of €837.5 million. The share purchase agreement was executed on April 3. The transaction is subject to regulatory and other approvals and is expected to close in mid-2012.

RBC Dexia was initially set up as a joint venture between Dexia and Royal Bank of Canada and is one of the ten largest global custodians. After completion of the transaction, RBC Dexia will be wholly-owned by Royal Bank of Canada.

In conjunction with the sale of RBC Dexia, Dexia and RBC Dexia have also entered into an exchange of financial assets, whereby Dexia has repurchased approximately €1.4 billion of its own securities and has sold to RBC Dexia a portfolio of U.S. dollars denominated securities in an equivalent amount.