Obligation Canadian Imperial Commerce Bank 0% ( XS2274830913 ) en GBP

Société émettrice Canadian Imperial Commerce Bank
Prix sur le marché 100 %  ▼ 
Pays  Canada
Code ISIN  XS2274830913 ( en GBP )
Coupon 0%
Echéance 18/12/2021 - Obligation échue



Prospectus brochure de l'obligation CANADIAN IMPERIAL BANK OF COMMERCE XS2274830913 en GBP 0%, échue


Montant Minimal 100 000 GBP
Montant de l'émission 250 000 000 GBP
Description détaillée La Banque Canadienne Impériale de Commerce (CIBC) est une grande banque multinationale canadienne offrant une gamme complète de services bancaires aux particuliers, aux entreprises et aux marchés institutionnels, au Canada et à l?international.

L'Obligation émise par Canadian Imperial Commerce Bank ( Canada ) , en GBP, avec le code ISIN XS2274830913, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/12/2021








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CANADIAN IMPERIAL BANK OF COMMERCE
(a Canadian chartered bank)
US$20,000,000,000
Note Issuance Programme
Under the Note Issuance Programme (the "Programme") described in this base prospectus (the "Prospectus"), which comprises a
base prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), Canadian
Imperial Bank of Commerce ("CIBC" or the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may
from time to time issue Notes that will be (i) unsubordinated notes constituting deposit liabilities of CIBC ("Senior Notes") or (ii) non-
viability contingent capital subordinated notes which constitute subordinated indebtedness of the Issuer for the purposes of the Bank
Act (Canada) (the "Subordinated Notes", and together with the Senior Notes, the "Notes")). Any Notes issued under the
Programme on or after the date of this Prospectus are issued subject to the provisions of this Prospectus. This does not affect any
Notes of CIBC issued under the Programme prior to the date of this Prospectus.
This Prospectus has been approved as a prospectus by the Commission de surveillance du secteur financier (the "CSSF"), in its
capacity as competent authority in Luxembourg under the Prospectus Regulation and the Luxembourg Act dated 16 July 2019
relating to prospectuses for securities (the "Luxembourg Prospectus Act") as a base prospectus issued in compliance with the
Prospectus Regulation for the purpose of giving information with regard to the issue of Notes under the Programme during the
period of twelve months after the Approval Date (as defined herein). The CSSF only approves this Prospectus as meeting the
standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation and the Luxembourg
Prospectus Act. Such approval should not be considered as an endorsement of the Issuer or the quality of the Notes and investors
should make their own assessment as to the suitability of investing in the Notes. Pursuant to Article 6 (4) of the Law dated 16 July
2019, by approving a prospectus, in accordance with Article 20 of Regulation (EU) 2017/1129, the CSSF does not engage in
respect of the economic or financial opportunity of the operation or the quality and solvency of the Issuer.
Applications have been made for Notes issued under the Programme to be admitted to listing on the official list of the Luxembourg
Stock Exchange and to trading on the regulated market of the Luxembourg Stock Exchange during the period of twelve months after
the Approval Date. The regulated market of the Luxembourg Stock Exchange (the "Regulated Market") is a regulated market for
the purposes of the Markets in Financial Instruments Directive 2014/65/EU (as amended, "MiFID II").
This Prospectus is valid for a period of twelve months after the Approval Date. The validity period ends on 25 June 2022.
The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any
competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or
further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer.
This Prospectus as well as the documents incorporated by reference herein (see "Documents Incorporated by Reference") and
any supplement hereto will be published in electronic form on the website of the Luxembourg Stock Exchange
(https://www.bourse.lu/programme/Programme-CIBC/14562) and will be viewable on, and obtainable free of charge from, such
website. For the avoidance of doubt, any information contained in the aforementioned website (other than the information
incorporated by reference in this Prospectus as described in the section entitled "Documents Incorporated by Reference") does not
form part of this Prospectus and has not been scrutinised or approved by the CSSF.
Senior Notes that are Bail-inable Notes are subject to conversion in whole or in part, by means of a transaction or series of
transactions and in one or more steps, into common shares of the Issuer or any of its affiliates under subsection 39.2(2.3)
of the Canada Deposit Insurance Corporation Act (Canada) (the "CDIC Act") and to variation or extinguishment in
consequence, and are subject to the application of the laws of the Province of Ontario and the federal laws of Canada
applicable therein in respect of the operation of the CDIC Act with respect to such Bail-inable Notes. See Condition 3(a)(ii)
and the discussion under the risk factors included under "Risk Factors ­ Factors which are material for the purpose of
assessing the bail-in risks associated with Senior Notes issued under the Programme - Risks related to Bail-inable Notes".
The applicable Final Terms will indicate whether Senior Notes are Bail-inable Notes or not.
Under the Bail-in Regime (as defined herein), in certain circumstances, amending or extending the term to maturity of Senior Notes
which would otherwise not be Bail-inable Notes because they were issued before September 23, 2018, would mean those Senior
Notes could be subject to a Bail-in Conversion. The Issuer does not intend to amend or re-open a Series of Notes where such re-
opening could have the effect of making the relevant Senior Notes subject to Bail-in Conversion.





Subordinated Notes are non-viability contingent capital. Subject to the more detailed description set out in the section entitled
"Terms and Conditions of the Notes" herein, upon the occurrence of a Non-Viability Trigger Event (as defined in the Conditions) the
Subordinated Notes will automatically and immediately convert ("Automatic Conversion") into common shares of the Issuer
("Common Shares").
The aggregate nominal amount of Notes outstanding under the Programme at any time will not exceed US$20,000,000,000 (or the
equivalent in other currencies). The maximum aggregate nominal amount of Subordinated Notes outstanding at any time will also be
subject to the limits set out in a resolution of the board of directors of the Issuer.
For each issue of Senior Notes, the Issuer will designate a "branch of account" (a "Branch of Account") for purposes of the Bank
Act (Canada) (the "Bank Act"). Irrespective of the Branch of Account designation, the Issuer is (a) the legal entity that is the issuer
of the Senior Notes and (b) the legal entity obligated to repay the Senior Notes. The Issuer is the only legal entity that will issue
Senior Notes pursuant to this Prospectus. The determination by the Issuer of the Branch of Account for Senior Notes will be based
on various considerations, including, without limitation, those relating to (i) the market or jurisdiction into which the Senior Notes are
being issued, based on factors including investors' preferences in a specific market or jurisdiction, (ii) specific regulatory
requirements, such as a regulator requiring that a branch increase its liquidity through locally sourced funding, or (iii) specific tax
implications that would affect the Issuer or investors, such as the imposition of a new tax if an alternative branch was used, in
relation to which please see further details in the Section entitled "Taxation" on page 157. A branch of the Issuer is not a subsidiary
of the Issuer, or a separate legal entity from the Issuer.
An investment in Notes is subject to a number of risks, as described in the section of this Prospectus entitled "Risk Factors". Even if
the relevant Notes provide for a minimum scheduled amount payable at maturity, investors could still lose some or up to all of their
investment where (i) the Issuer becomes insolvent or otherwise fails to meet its payment obligations under the Notes, (ii) investors
are able to sell their Notes prior to maturity (which may not be the case, as there may not be a secondary market for them), but the
amount they receive is less than what they paid for the Notes, (iii) the Notes are redeemed or terminated by the Issuer prior to
maturity due to the occurrence of one or more specified events as provided in the terms and conditions of the Notes, and the
amount investors receive on such early redemption or termination is less than what they paid for the Notes or (iv) the terms and
conditions of the Notes are unilaterally adjusted by the Issuer due to the occurrence of one or more specified events as described in
the terms and conditions of the Notes, resulting in a reduced return.
In addition, the Issuer is a domestic systemically important bank and is subject to Canada's bank recapitalization regime for banks
or "Bail-in Regime" (as more fully described in the section entitled "Risk Factors - Factors which are material for the purpose of
assessing the bail in risks associated with Notes issued under the Programme - Risks related to Bail-inable Notes" herein), which
would apply if the relevant Canadian authorities are of the opinion that the Issuer has ceased, or is about to cease, to be viable and
viability cannot be restored or preserved. Notes that are Bail-inable Notes (as defined below) are subject to conversion in whole or in
part, by means of a transaction or series of transactions and in one or more steps, into common shares of the Issuer or any of its
affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (Canada) (the "CDIC Act") and to variation or
extinguishment in consequence, and are subject to the application of the laws of the Province of Ontario and the federal laws of
Canada applicable therein in respect of the operation of the CDIC Act with respect to the Bail-inable Notes. See Condition 3(a)(ii)
and the discussion under the risk factors included under "Risk Factors ­ Factors which are material for the purpose of assessing the
bail in risks associated with Notes issued under the Programme - Risks related to Bail-inable Notes". The applicable Final Terms will
indicate whether the Notes are Bail-inable Notes. Under the Bail-in Regime (as defined herein), in certain circumstances, amending
or extending the term to maturity of Notes which would otherwise not be Bail-inable Notes because they were issued before
September 23, 2018, would mean those Notes could be subject to a Bail-in Conversion. The Issuer does not intend to amend or re-
open a Series of Notes where such re-opening could have the effect of making the relevant Notes subject to Bail-in Conversion.
ARRANGER
CIBC Capital Markets
DEALERS

Barclays
BNP PARIBAS
BofA Securities
CIBC Capital Markets
Citigroup
Commerzbank
Credit Suisse
Deutsche Bank
HSBC
J.P. Morgan
Natixis
NatWest Markets
UBS Investment Bank


The date of this Prospectus is 25 June 2021 (the "Approval Date").


ii



RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Prospectus and the Final Terms for
each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer, the
information contained in this Prospectus is in accordance with the facts and this Prospectus makes no
omission likely to affect its import.
IMPORTANT NOTICES
DENOMINATIONS
Notes shall have a minimum Specified Denomination (as defined herein) of not less than 1,000 (or its
equivalent in any other currency as at the date of issue of the Notes).
In the case of Rule 144A Notes (defined below), the minimum denomination shall not be less than
US$200,000 (or its equivalent in another currency as at the date of issue of the Notes).
Notes that are Subordinated Notes shall have a minimum Specified Denomination of not less than
100,000 (or its equivalent in any other currency as at the date of issue of the Notes).
IMPORTANT INFORMATION RELATING TO PUBLIC OFFERS OF SENIOR NOTES IN THE EEA
No Public Offer (as defined below) of Notes may be made in any Member State of the European
Economic Area.
Tranches of Senior Notes with a denomination of less than 100,000 (or its equivalent in other
currencies) may be offered under this Prospectus. AN OFFER OF SENIOR NOTES WHICH HAVE A
MINIMUM DENOMINATION OF LESS THAN 100,000 (OR EQUIVALENT IN ANOTHER CURRENCY)
MAY ONLY BE MADE TO A LEGAL ENTITY WHICH IS A QUALIFIED INVESTOR AS DEFINED IN
THE PROSPECTUS REGULATION OR IN OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE
1(4) OF THE PROSPECTUS REGULATION.
The Issuer does not consent for this Prospectus to be used in relation to offers of Senior Notes with a
denomination of less than 100,000 other than offers to qualified investors (as defined in the Prospectus
Regulation) or in other circumstances falling within Article 1(4) of the Prospectus Regulation. None of the
Issuer or any Dealer has authorized, nor do they authorize, the subsequent resale or final placement of
such Senior Notes by financial intermediaries (a "Public Offer") and the Issuer has not consented to the
use of this Prospectus by any other person in connection with any Public Offer of Senior Notes. Any
Public Offer made without the consent of the Issuer is unauthorized and neither the Issuer nor any Dealer
accepts any responsibility or liability for the actions of the persons making any such unauthorized offer. If
the Investor is in any doubt about whether it can rely on this Prospectus and/or who is responsible for its
contents it should take legal advice.
IMPORTANT INFORMATION RELATING TO PUBLIC OFFERS OF SENIOR NOTES IN THE UK
No Public Offer of Notes may be made in the United Kingdom.
Tranches of Senior Notes with a denomination of less than 100,000 (or its equivalent in other
currencies) may be offered under this Prospectus. AN OFFER OF SENIOR NOTES WHICH HAVE A
MINIMUM DENOMINATION OF LESS THAN 100,000 (OR EQUIVALENT IN ANOTHER CURRENCY)
MAY ONLY BE MADE TO A LEGAL ENTITY WHICH IS A QUALIFIED INVESTOR AS DEFINED IN
THE UK PROSPECTUS REGULATION OR IN OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE
1(4) OF THE UK PROSPECTUS REGULATION.
1




The Issuer does not consent for this Prospectus to be used in relation to offers of Senior Notes with a
denomination of less than 100,000 other than offers to qualified investors (as defined in the UK
Prospectus Regulation) or in other circumstances falling within Article 1(4) of the UK Prospectus
Regulation. None of the Issuer or any Dealer has authorized, nor do they authorize, a Public Offer and
the Issuer has not consented to the use of this Prospectus by any other person in connection with any
Public Offer of Senior Notes. Any Public Offer in the United Kingdom made without the consent of the
Issuer is unauthorized and neither the Issuer nor any Dealer accepts any responsibility or liability for the
actions of the persons making any such unauthorized offer. If the Investor is in any doubt about whether
it can rely on this Prospectus and/or who is responsible for its contents it should take legal advice.
UNAUTHORIZED INFORMATION
No person has been authorized to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorized by the Issuer or any of
the Dealers or the Arranger. Neither the delivery of this Prospectus or any Final Terms nor any offering or
sale made in connection herewith shall, under any circumstances, create any implication that there has
been no adverse change in the affairs or financial condition of the Issuer since the date hereof or the date
upon which this Prospectus has been most recently amended or supplemented by a Supplement or that
any other information supplied in connection with the Programme is correct as of any time subsequent to
the date on which it is supplied or, if different, the date indicated in the document containing the same.
This Prospectus is to be read in conjunction with the documents which are incorporated herein by
reference (see "Documents Incorporated by Reference"), any supplement to this Prospectus (each, a
"Supplement") as approved by the CSSF from time to time and, in relation to any Tranche or Series of
Notes, should be read and construed together with the applicable Final Terms (defined below). Any
reference herein to "Prospectus" includes the documents incorporated by reference herein and any such
approved Supplement and the documents incorporated by reference therein. Notes are subject to the
applicable final terms for the Tranche (the "Final Terms"), which Final Terms complete the terms and
conditions set out herein in respect of such Notes and this Prospectus is to be read together with the
applicable Final Terms.
INDEPENDENT EVALUATION
None of the Dealers or the Arranger has independently verified the information contained in this
Prospectus. None of the Dealers or the Arranger makes any representation, warranty or undertaking,
express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of
the information in or incorporated by reference in this Prospectus.
Neither this Prospectus, nor any Final Terms, nor any financial statements or other information supplied in
relation to the Programme or any Notes are intended to provide the basis of any credit or other evaluation
and should not be considered as a recommendation by any of the Issuer, the Arranger or the Dealers that
any recipient of this Prospectus or of any Final Terms or of any such financial statements or any other
information supplied in relation to the Programme or any Notes should purchase the Notes. Each
potential purchaser of Notes should determine for itself the relevance of the information contained in or
incorporated by reference in this Prospectus and the applicable Final Terms and its purchase of Notes
should be based upon such investigation as it deems necessary. Any purchaser of the Notes is deemed
by its purchase to acknowledge that it is relying solely on the information contained herein or incorporated
by reference herein and on its own investigations in making its investment decision and is not relying on
the Dealers or the Arranger in any manner whatsoever in relation to its investigation of the Issuer or in
relation to such investment decision, including the merits and risks involved.
None of the Dealers or the Arranger undertakes to review the financial condition or affairs of the Issuer
during the life of the arrangements contemplated by this Prospectus or to advise any investor or potential
investor in the Notes of any information coming to the attention of any of the Dealers or the Arranger. The
Dealers and the Arranger accept no liability in relation to the information contained herein or incorporated
2



by reference herein or any other information provided by the Issuer in connection with the Notes, except
for any liability arising from or in respect of any applicable law or regulation.
CURRENCY OF INFORMATION
Neither the delivery of this Prospectus or any Final Terms nor any offering, sale or delivery of any Notes
made in connection herewith shall, under any circumstances, create any implication that there has been
no adverse change in the affairs or financial condition of the Issuer since the date hereof or that any other
information supplied in connection with the Programme is correct as of any time subsequent to the date
on which it is supplied or, if different, the date indicated in the document containing the same.
IMPORTANT INFORMATION REGARDING USE OF THIS PROSPECTUS AND OFFERS OF NOTES
This Prospectus does not constitute, and may not be used for the purposes of, an offer to sell or the
solicitation of an offer to buy any Notes in any jurisdiction in which such offer or solicitation is not
authorized or to any person to whom it is unlawful to make such offer or solicitation. This Prospectus may
only be used for the purposes for which it has been published.
The distribution of this Prospectus and any Final Terms and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. In particular, no action has been taken by the Issuer or the Dealers
which would permit a public offering of the Notes or distribution of this Prospectus (or any part of it) in any
jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold,
directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance with
any applicable laws and regulations and the Dealers have represented that all offers and sales by them
will be made on the same terms. Persons into whose possession this Prospectus (or any part of it) or any
Final Terms come are required by the Issuer, the Dealers and the Arranger to inform themselves about
and to observe any such restriction.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the
United States. Notes issued in bearer form are also subject to U.S. tax law requirements. Subject to
certain exceptions, the Notes 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 under the Securities Act ("Regulation S")). Notes
in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within
the United States or its possessions or to United States persons, except in certain transactions permitted
by U.S. tax regulations.
Senior Notes may be offered and sold (i) within the United States in registered form only to qualified
institutional buyers (each, a "QIB"), as defined in Rule 144A under the Securities Act ("Rule 144A"), in
reliance on the exemption from registration provided by Rule 144A (the "Rule 144A Notes") and/or (ii) to
non-U.S. persons in offshore transactions in reliance on Regulation S (the "Regulation S Notes").
Prospective purchasers are hereby notified that sellers of the Senior Notes may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
The Notes have not been approved or disapproved by the U.S. Securities and Exchange
Commission (the "SEC"), the securities commission of any State or other jurisdiction in the United
States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the offering of the Notes or the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal offence in the United States.
The contents of this Prospectus have not been reviewed by any regulatory authority in Hong Kong.
Prospective investors are advised to exercise caution in relation to the offering of Notes. If prospective
investors are in any doubt about any of the contents of this Prospectus, independent professional advice
should be obtained.
3



The Notes may not be offered, sold or delivered, directly or indirectly, in Canada or to or for the benefit of
residents of Canada in contravention of the securities laws of Canada or any province or territory thereof.
Neither this Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it
is unlawful to make such an offer or solicitation.
For a description of these and certain other restrictions on offers, sales and deliveries of Notes and on the
distribution of this Prospectus or any Final Terms and other offering material relating to the Notes in
Canada, the United States, the European Economic Area (including Luxembourg, The Netherlands,
Belgium, Italy and France), the United Kingdom, Switzerland, Japan, Hong Kong, Singapore, Taiwan,
PRC (as defined herein), Australia and New Zealand, see "Subscription and Sale".
EEA PRIIPs / IMPORTANT ­ PROHIBITION OF SALES TO EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU)
2016/97, as amended, where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended,
the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect
of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules.
UK PRIIPs / IMPORTANT ­ PROHIBITION OF SALES TO UK RETAIL INVESTORS
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to UK Retail
Investors", such Notes are not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the EUWA; or (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act, 2000 (as
amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii)
not a qualified investor as defined in the UK Prospectus Regulation. Consequently, no key information
document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available
4



to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
UK MiFIR PRODUCT GOVERNANCE ­ TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the
Notes (a "UK distributor") should take into consideration the target market assessment; however, a UK
distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Rules") is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a UK manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a UK
manufacturer for the purpose of the UK MiFIR Product Governance Rules.
NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES ACT (CHAPTER
289) OF SINGAPORE (AS MODIFIED OR AMENDED FROM TIME TO TIME, THE "SFA")
Unless otherwise stated in the applicable Final Terms in respect of any Notes, all Notes issued or to be
issued under the Programme shall be prescribed capital markets products (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as
defined in Monetary Authority of Singapore ("MAS") Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). This
notification or any such legend included in the relevant Final Terms will constitute notice to "relevant
persons" for purposes of Section 309B(1)(c) of the SFA.
BENCHMARK REGULATION
Amounts payable under Floating Rate Notes to be issued under the Programme may be calculated by
reference to certain reference rates as specified in the applicable Final Terms. Any such reference rate
may constitute a benchmark for the purposes of Regulation (EU) 2016/1011 (the "EU Benchmarks
Regulation") and/or Regulation (EU) No 2016/1011 as it forms part of UK domestic law by virtue of the
EUWA (the "UK Benchmarks Regulation"). If any such reference rate does constitute such a
benchmark, the applicable Final Terms will indicate whether or not the benchmark is provided by an
administrator included in the register of administrators and benchmarks established and maintained by
the European Securities and Markets Authority ("ESMA") pursuant to Article 36 (Register of
administrators and benchmarks) of the EU Benchmarks Regulation and/or the Financial Conduct
Authority ("FCA") pursuant to the UK Benchmarks Regulation, respectively. Not every reference rate will
fall within the scope of the EU Benchmarks Regulation or the UK Benchmarks Regulation. Transitional
provisions in the EU Benchmarks Regulation and the UK Benchmarks Regulation may have the result
that the administrator of a particular benchmark is not required to appear in the applicable register of
administrators and benchmarks at the date of the applicable Final Terms. The registration status of any
administrator under the EU Benchmarks Regulation and the UK Benchmarks Regulation is a matter of
public record and, save where required by applicable law, the Issuer does not intend to update any
applicable Final Terms to reflect any change in the registration status of the administrator.
CREDIT RATINGS
The credit ratings of the Issuer included and referenced in this Prospectus are assigned by Moody's
Investors Service, Inc. ("Moody's USA"), Standard & Poor's Financial Services LLC ("S&P USA"), Fitch
Ratings, Inc. ("Fitch") and DBRS Limited ("DBRS").
5



None of S&P USA, Moody's USA, Fitch or DBRS is established in the European Union or in the UK or
has applied for registration under Regulation (EC) No. 1060/2009 (the "EU CRA Regulation") or the
Credit Rating Agencies (Amendment etc.) (EU Exit) Regulations 2019 (the "UK CRA Regulation" and
together with the EU CRA Regulation, the "CRA Regulations"), respectively. However, S&P Global
Ratings Europe Limited has endorsed the ratings of S&P USA, Moody's Deutschland GmbH has
endorsed the ratings of Moody's USA, Fitch Ratings Ireland Limited has endorsed the ratings of Fitch and
DBRS Ratings GmbH has endorsed the ratings of DBRS. Each of S&P Global Ratings Europe Limited,
Moody's Deutschland GmbH, Fitch Ratings Ireland Limited and DBRS Ratings GmbH is established in
the European Union and is registered under the EU CRA Regulation. Standard & Poor's Global Ratings
UK Limited has endorsed the ratings of S&P USA, Moody's Investors Service Ltd. has endorsed the
ratings of Moody's USA, Fitch Ratings Limited has endorsed the ratings of Fitch and DBRS Ratings
Limited has endorsed the ratings of DBRS. Each of Standard & Poor's Global Ratings UK Limited,
Moody's Investors Service Ltd., Fitch Ratings Limited and DBRS Ratings Limited is established in the UK
and is registered under the UK CRA Regulation. Credit ratings may be adjusted over time and there is no
assurance that any credit ratings will be effective after the date of the document in which they appear.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating will be
specified in the applicable Final Terms, however, such rating will not necessarily be the same as the
ratings assigned to the Programme, the Issuer or to Notes already issued.
Whether or not each credit rating applied for in relation to the relevant Tranche of Notes will be issued by
a credit rating agency established in the European Union or in the UK or registered under the the EU
CRA Regulation or the UK CRA Regulation will be disclosed in the applicable Final Terms.
In general, European and UK regulated investors are restricted under the CRA Regulations from using
credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency
established in the EU or the UK and registered under the applicable CRA Regulation (and such
registration has not been withdrawn or suspended) subject to transitional provisions that apply in certain
circumstances while the registration application is pending. Such general restriction will also apply in the
case of credit ratings issued by non EU and non UK credit rating agencies, unless the relevant credit
ratings are endorsed by an EU or UK registered credit rating agency or the relevant non-EU or non-UK
rating agency is certified in accordance with the applicable CRA Regulation (and such endorsement
action or certification, as the case may be, has not been withdrawn or suspended).
ESMA is obliged to maintain on its website a list of credit rating agencies registered in accordance with
the EU CRA Regulation. This list must be updated within five working days of ESMA's adoption of any
decision to withdraw the registration of a credit rating agency under the EU CRA Regulation.
The list of registered and certified rating agencies published by ESMA on its website in accordance with
the EU CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in
such list, as there may be delays between certain supervisory measures being taken against a relevant
rating agency and the publication of the updated ESMA list.
The FCA is obliged to maintain on its website a list of credit rating agencies registered in accordance with
the UK CRA Regulation. The list of registered and certified rating agencies published by the FCA on its
website in accordance with the UK CRA Regulation is not conclusive evidence of the status of the
relevant rating agency included in such list, as there may be delays between certain supervisory
measures being taken against a relevant rating agency and the publication of the updated FCA list.
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency. There is no assurance that the rating
of a Tranche of Notes will remain for any given period of time or that the rating will not be lowered or
withdrawn by the rating agencies if in their judgment circumstances so warrant. Investors are cautioned to
evaluate each rating independently of any other rating.
6



FORMS OF NOTES
The Notes are issued in series (each, a "Series"), and each Series may comprise one or more tranches
("Tranches" and each, a "Tranche") of Notes.
Notes may be issued in bearer form or in registered form. Each Tranche of Notes in bearer form will be
represented on issue by a temporary global note in bearer form (each a "temporary Global Note") or a
permanent global note in bearer form (each a "permanent Global Note" and together with a temporary
Global Note, collectively referred to as "Global Notes"). The temporary Global Note representing the
interest in a Tranche of Notes will be exchangeable, in whole or in part, for a permanent Global Note, or if
so indicated in the applicable Final Terms (as defined herein), definitive Notes ("Definitive Notes"),
representing such interest on or after the day that is 40 days after the later of the commencement of the
offering of the particular Tranche and the relevant issue date, upon certification as to non-U.S. beneficial
ownership.
Global Notes in bearer form which the applicable Final Terms indicate are to be in new global note
("NGN") form will be delivered on or prior to the issue date of the relevant Tranche to a common
safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and/or Clearstream
Banking S.A. ("Clearstream, Luxembourg"). Global Notes in bearer form which the applicable Final
Terms indicate are not to be in NGN form may be deposited on the issue date of the relevant Tranche
with a common depositary on behalf of Euroclear and Clearstream, Luxembourg or any other agreed
clearing system.
Each Tranche of Notes in registered form will be represented by registered certificates (each a
"Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of Registered
Notes of one Series. Registered Notes, which are sold in an "offshore transaction" within the meaning of
Regulation S under the Securities Act, will initially be represented by a permanent registered global
certificate (each an "Unrestricted Global Certificate"). Global Certificates (as defined below) which are
held in Euroclear and Clearstream, Luxembourg (or any other agreed clearing system) will be registered
in the name of a nominee for Euroclear and Clearstream, Luxembourg (or any other agreed clearing
system), or a common nominee for both, and the respective Global Certificate(s) will be delivered to the
appropriate depositary or, as the case may be, a common depositary.
Rule 144A Notes will initially be represented by a permanent registered global certificate (each a
"Restricted Global Certificate" and, together with the Unrestricted Global Certificate, the "Global
Certificates"), which will be deposited on the issue date with a custodian for, and registered in the name
of Cede & Co. as nominee for, The Depository Trust Company ("DTC"). Beneficial interests in a
Restricted Global Certificate will be shown on, and transfers thereof will be effected only through, records
maintained by DTC and its participants, including Euroclear and Clearstream, Luxembourg.
The provisions governing the exchange of interests in Global Notes and Global Certificates for other
Global Notes and/or Global Certificates and Definitive Notes are described in "Overview of Provisions
Relating to the Notes while in Global Form".
The price and amount of Notes to be issued under the Programme will be determined by the Issuer and
the relevant Dealers at the time of issuance in accordance with prevailing market conditions.
SUPPLEMENTS
The Issuer has undertaken that if there is a significant new factor, material mistake or material inaccuracy
relating to information contained in this Prospectus which is capable of affecting the assessment of the
Notes, the Issuer will prepare an amendment to or supplement this Prospectus or publish a new
prospectus for use in connection with any subsequent offering by the Issuer of Notes. The obligation to
supplement this Prospectus in the event of any significant new factor, material mistake or material
7



inaccuracy relating to the information included in it does not apply when this Prospectus is no longer
valid.
BANK ACT (CANADA) NOTICE
Notes (including Subordinated Notes) issued by the Issuer are not deposits that are insured under the
CDIC Act.
BRANCH OF ACCOUNT
The Issuer will issue Notes that evidence deposit liabilities under the Bank Act (Canada) either through its
main branch in Toronto or through another branch, as specified in the applicable Final Terms. For each
issue of Notes, the Issuer will designate a "branch of account" (a "Branch of Account") in the
applicable Final Terms for purposes of the Bank Act (Canada) (the "Bank Act"). Irrespective of the
Branch of Account designation, the Issuer is (a) the legal entity that is the issuer of the Notes and (b) the
legal entity obligated to repay the Notes. The Issuer is the only legal entity that will issue Notes pursuant
to this Prospectus. The determination by the Issuer of the Branch of Account for Notes will be based on
various considerations, including, without limitation, those relating to (i) the market or jurisdiction into
which the Notes are being issued, based on factors including investors' preferences in a specific market
or jurisdiction, (ii) specific regulatory requirements, such as a regulator requiring that a branch increase its
liquidity through locally sourced funding, or (iii) specific tax implications that would affect the Issuer or
investors, such as the imposition of a new tax if an alternative branch was used, in relation to which
please see further details in the Section entitled "Taxation". A branch of the Issuer is not a subsidiary of
the Issuer, or a separate legal entity from the Issuer. Notes issued by any Branch of Account are
obligations of the Issuer
INDEPENDENT DETERMINATION OF LEGALITY AND SUITABILITY OF INVESTMENT
None of the Dealers or the Issuer makes any representation to any investor in the Notes regarding the
legality of its investment under any applicable laws. Any investor in the Notes should satisfy itself that it is
able to bear the economic risk of an investment in the Notes for an indefinite period of time.
The investment activities of certain investors are subject to legal investment laws and regulations, or
review or regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as
collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any
Notes. Investors are advised that as at the date of this Prospectus (and since April 2018), Senior Notes
do not meet the eligibility criteria to be recognized as Eurosystem eligible collateral. Investors who wish
to use Senior Notes as eligible collateral with the Eurosystem should make their own assessment as to
whether the Senior Notes meet such Eurosystem eligibility criteria at the relevant time. Financial
institutions should consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
Each potential investor in any Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(A)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
relevant Notes, including where principal or interest is payable in one or more currencies, or
where the currency for principal or interest payments is different from the potential investor's
currency or that the entire amount of the Subordinated Notes could be converted into Common
Shares upon the occurrence of a Non-Viability Trigger Event (as defined in Condition 10);
(B)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any
relevant financial markets; and
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Document Outline