Covered Bond Program Overview
Disclaimer (continued)
The Securities and the Covered Bond Guarantee (as described herein) have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to or for
the account or benefit of U.S. persons (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly,
the Securities will only be offered in (a) in offshore transactions to persons other than U.S. persons (as defined in Regulation S) in reliance upon Regulation S under the Securities Act, and (b) to persons
who are "qualified institutional buyers" as defined in Rule 144A in reliance upon Rule 144A. The Securities will not be transferable except in accordance with the transfer restrictions set forth in the offering
memorandum with respect to the Securities.
Any offering of Securities to be made in or into the United States will be made by means of an offering memorandum that may be obtained from the dealers. Such offering memorandum will contain, or
incorporate by reference, detailed information about CIBC and its business and financial results, as well as information about the Programme.
A final form prospectus (the "Prospectus") and any applicable final terms for Covered Bonds, other than Exempt Covered Bonds, (as defined in the Prospectus) to be admitted to trading on a regulated
market (as defined in the Prospectus Directive) have been prepared and made available to the public in accordance with the Prospectus Directive.
The final form Prospectus is available on the website of the "Market data & news" section operated by the Luxembourg Stock Exchange at https://www.bourse.lu/programme/Programme-CIBC/14556 under
the name of Canadian Imperial Bank of Commerce and the headline "Prospectus".
Investors that are U.S. persons (as defined in Regulation S) must obtain the offering memorandum prepared for purposes of offering the Securities within the United States, and may not rely on the
Prospectus. The Prospectus will not be used as the basis of any offering in Australia. Investors in, or in respect of any securities offered in, Australia will be provided with AND must obtain the information
memorandum prepared for any offering of Securities within Australia and may not rely on the Prospectus.
The Securities may not be suitable for all investors. This material has been prepared and issued by CIBC for distribution to market professionals and institutional investor clients only. Other recipients
should seek independent investment advice prior to making any investment decision based on this material.
By accepting this presentation you acknowledge and agree that you shall be solely responsible for the lawfulness of the acquisition of any Securities with regard to any law, regulation or policy applicable
to you. You are also deemed to acknowledge and agree that (a) this presentation does not constitute legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with the
Securities, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice, and (d) you should appraise senior management in your organization as to such legal, tax and
accounting advice and any risks associated with the Securities and this disclaimer as to these matters.
The value of and income from investments may vary because of changes in interest rates, foreign exchange rates, default rates, prepayment rates, securities/instruments prices, market indexes,
operational or financial conditions of companies or other factors. Past performance is not necessarily a guide to future performance. Estimates of future performance are based on assumptions that may
not be realized. Actual events may differ from those assumed and changes to any assumptions may have a material impact on any projections or estimates. All values are in Canadian dollars ("CAD")
unless otherwise noted.
Despite anything herein to the contrary, by attending or receiving the Presentation, you represent and warrant that (if you are located in Australia) you are either: (1) a "Sophisticated Investor" within the
meaning of section 708(8) of the Corporations Act 2001 (Cth) (the 'Corporations Act'); (2) a "Professional Investor" within the meaning of section 708(11) of the Corporations Act; or (3) a person in respect
of whom disclosure is not required under Parts 6D.2 or 7.9 of the Corporations Act.
CIBC is registered as a foreign company in Australia and is a foreign authorised deposit-taking institution under the Banking Act 1959 of the Commonwealth of Australia (the "Australian Banking
Act"). The Securities are not the obligation of any government and, in particular, are not guaranteed by the Commonwealth of Australia or the government of Canada nor do they benefit from the depositor
protection provisions of Division 2 of Part II of the Australian Banking Act. However, under section 11F of the Australian Banking Act, if CIBC (whether in or outside Australia) suspends payment or
becomes unable to meet its obligations, the assets of CIBC in Australia are to be available to meet its liabilities in Australia (including if those liabilities are in respect of the Securities) in priority to all other
liabilities of CIBC. Further, under section 86 of the Reserve Bank Act 1959 of Australia, debts due by the bank to the Reserve Bank of Australia shall in a winding-up of the Bank have priority over all other
debts of the bank. Securities issued by the bank under the programme do not evidence nor constitute deposits that are insured under the Canada Deposit Insurance Corporation Act.
CIBCâ—‡
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