Bond CBIC 1.25% ( XS2254253615 ) in GBP

CBIC

100 % ⇌

Canada

XS2254253615 ( in GBP )

1.25% per year ( payment 1 time a year)

22/12/2026

Prospectus brochure of the bond CIBC XS2254253615 en GBP 1.25%, maturity 22/12/2026

1 000 GBP

1 260 000 GBP

22/12/2025 ( In 54 days )

CIBC is a leading North American financial institution offering a wide range of financial products and services to personal and business clients, including banking, wealth management, and capital markets.

The Bond issued by CBIC ( Canada ) , in GBP, with the ISIN code XS2254253615, pays a coupon of 1.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 22/12/2026

PROSPECTUS

CANADIAN IMPERIAL BANK OF COMMERCE
(a Canadian chartered bank)

US$7,500,000,000 Note Issuance Programme
This document is a base prospectus (the "Prospectus") prepared for the purposes of Article 8 of Regulation (EU) 2017/1129 (as
amended, the "Prospectus Regulation") for the purpose of the offering of Notes (as defined below) other than Exempt Notes
(as defined below) from time to time.
Under the Note Issuance Programme (the "Programme") described in this Prospectus, 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 (the "Notes"). Any Notes issued under the Programme on or after the date of this Prospectus are issued subject to the
provisions hereof. Notes to be issued under the Programme will be unsubordinated Notes constituting deposit liabilities of CIBC.
This does not affect any Notes of CIBC issued under the Programme prior to the date of this Prospectus. References in this
Prospectus to "Exempt Notes" are to Notes which are (i) neither admitted to trading on a regulated market in the European
Economic Area or the United Kingdom nor offered to the public in the European Economic Area or the United Kingdom or (ii)
Notes for which no prospectus is required to be published under the Prospectus Regulation.
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 Law on Prospectuses") as a base prospectus issued in compliance
with the Prospectus Regulation for the purpose of giving information with regard to the issue of Notes (other than Exempt 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. The CSSF has neither reviewed nor approved any information in relation to Exempt Notes.
Applications have been made for Notes other than Exempt 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 is a regulated
market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (as amended, "MiFID II"). Notes with a
denomination of less than 100,000 (or equivalent in another currency) issued under the Programme will be listed on the
professional segment of the regulated market of the Luxembourg Stock Exchange.
Application has been made to the Luxembourg Stock Exchange for Exempt Notes issued under the Programme to be admitted
to trading on the Luxembourg Stock Exchange's Euro MTF market (the "Euro MTF"). The Euro MTF is not a regulated market
for the purposes of MiFID II. The Programme also permits Exempt 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. The applicable Issue Terms will specify whether the Notes are to be listed or unlisted and, if listed, will
indicate the stock exchange and/or quotation system on which the Notes will be listed.
This Prospectus is valid for a period of twelve months after the Approval Date. The validity period ends on May 7, 2022.
This Prospectus must be read with the documents incorporated by reference herein (see "Documents Incorporated by
Reference") and 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 Issue Terms (as 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.
A "final terms" document (the "Final Terms") will be prepared in respect of each Tranche of Notes other than Exempt Notes. The
Final Terms will complete the Terms and Conditions in relation to such Notes, specify whether the Belgian Securities Annex is
applicable in relation to such Notes and, in relation to Reference Item Linked Notes, will specify the applicable payout conditions
used to calculate the redemption amount and any interest/coupon payments.
A "pricing supplement" document (the "Pricing Supplement") will be prepared in respect of each Tranche of Exempt Notes. The
Pricing Supplement will complete or supplement the Terms and Conditions in relation to such Exempt Notes, specify whether the
Belgian Securities Annex is applicable in relation to such Notes and, in relation to Reference Item Linked Notes, will specify the
applicable payout conditions used to calculate the redemption amount and any interest/coupon payments.

Alternatively, a Drawdown Prospectus may be prepared in respect of a Tranche of Notes (including Exempt Notes). The
Drawdown Prospectus will amend and/or replace the Conditions in relation to the relevant Series in the manner as set forth in
the Drawdown Prospectus and will also set out or incorporate by reference the necessary information relating to the Issuer.
The Final Terms, the Pricing Supplement and the Drawdown Prospectus therefore contain vital information in regard to the Notes.
The Final Terms, the Pricing Supplement and the Drawdown Prospectus for listed Notes will be available on the website of the
Luxembourg Stock Exchange (www.bourse.lu).
References in this Prospectus to "Issue Terms" means either (i) where the Notes are not Exempt Notes, the applicable Final
Terms or (ii) where the Notes are Exempt Notes, the applicable Pricing Supplement.
This Prospectus as well as the documents incorporated by reference herein 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/13962)
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.
The aggregate nominal amount of Notes outstanding under the Programme at any time will not exceed US$7,500,000,000 (or
the equivalent in other currencies).
The Notes and, in certain cases, Asset Amounts (as defined herein) relating to the Notes (if any), 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 and Notes issued in bearer form are 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")). The 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
(ii) to non-U.S. persons in of shore transactions in reliance on Regulation S (the "Regulation S Notes"). Prospective purchasers
are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities
Act provided by Rule 144A. For a description of these and certain other restrictions, see "Subscription and Sale".
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.
For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Prospectus or any
Issue Terms and other offering material relating to the Notes in Canada, the United States, the European Economic Area
(including Belgium, The Netherlands and Italy), the United Kingdom, Switzerland, Japan, Hong Kong, Singapore, Taiwan, PRC
(as defined herein), Australia, New Zealand, United Arab Emirates (excluding the Dubai International Financial Centre) and Dubai
International Financial Centre - see "Subscription and Sale".
An investment in Notes is subject to a number of risks, as described in the section of this Prospectus entitled "Risk
Factors" below. Prospective purchasers of Notes should ensure that they understand the nature of the relevant Notes
and the extent of their exposure to risks and that they consider the suitability of the relevant Notes as an investment in
light of their own circumstances and financial condition. Certain Notes may involve a high degree of risk and potential
investors should be prepared to sustain a total loss of the purchase price of such Notes. Notes are speculative
investments, and returns may at times be volatile and losses may occur quickly and in unanticipated magnitude. In
respect of Reference Item Linked Notes, depending on the particular payout conditions (as described in this Prospectus
and as specified in the applicable Issue Terms), investors may bear the risk of losing some or up to all of their investment
depending on the performance of the Reference Items(s) to which the Notes are linked.
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 (or delivery)
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 systemical y 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 "Canadian Bank Resolution Powers"
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(b) 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 Issue
Terms will indicate whether the Notes are Bail-inable Notes.
ii

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.

CIBC Capital Markets

The date of this Prospectus is 7 May 2021 (the "Approval Date").

iii

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, the minimum denomination shall not be less than US$200,000 (or its
equivalent in another currency at the date of issue of the Notes), and in the case of Definitive N
Registered Notes, as defined herein, the minimum denomination shall not be less than 200,000 (or
its equivalent in another currency at the date of issue of the Notes).
IMPORTANT INFORMATION RELATING TO PUBLIC OFFERS OF NOTES
No Public Offer (as defined below) of Notes may be made in any Member State of the European
Economic Area or in the United Kingdom.
Tranches of Notes with a denomination of less than 100,000 (or its equivalent in other
currencies) may be offered under this Prospectus. AN OFFER OF 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 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 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 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 STRUCTURED NOTES
The Issuer may issue Notes with principal, premium, interest or amounts deliverable determined by
reference to an index or formula, to changes in the prices of securities or commodities, to movements
in currency exchange rates or other financial variables (each, a "Reference Item").
THE AMOUNT PAYABLE OR DELIVERABLE ON REDEMPTION OF STRUCTURED NOTES MAY
BE LESS THAN THE ORIGINAL INVESTED AMOUNT (AND IN SOME CASES MAY BE ZERO), IN
WHICH CASE YOU MAY LOSE SOME OR ALL OF YOUR ORIGINAL INVESTMENT.
INVESTING IN NOTES INVOLVES CERTAIN RISKS, AND YOU SHOULD FULLY UNDERSTAND
THESE BEFORE YOU INVEST. SEE THE SECTION HEADED `RISK FACTORS' BELOW.
The applicable Issue Terms may (if applicable) contain information relating to Reference Item(s) to
which the relevant Notes relate and which is contained in such Issue Terms. The applicable Issue
Terms will specify the nature of the responsibility (if any) taken by the Issuer for the information relating
to Reference Items to which the relevant Notes relate and which is contained in such Issue Terms.
However, unless otherwise expressly stated in the applicable Issue Terms, any information contained
therein relating to Reference Item(s) will only consist of extracts from, or summaries of, information
1

contained in financial and other information released publicly by the issuer, owner or sponsor, as the
case may be, of such Reference Item(s). The Issuer will, unless otherwise expressly stated in the
applicable Issue Terms, confirm that such extracts or summaries have been accurately reproduced
and that, so far as it is aware, and is able to ascertain from information published by the issuer, owner
or sponsor, as the case may be, of such Reference Item(s), no facts have been omitted that would
render the reproduced information inaccurate or misleading.
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 Dealer. Neither the delivery of this Prospectus or any Issue 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 (as defined
below) 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.
INDEPENDENT EVALUATION
No Dealer has independently verified the information contained in this Prospectus. No Dealer makes
any representation, warranty or undertaking, express or implied, or accepts any responsibility or
liability, 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 Issue Terms, nor any financial statements or any 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 or any Dealer
that any recipient of this Prospectus, any Issue Terms, any such financial statements or any other
information supplied in relation to the Programme or any Notes should purchase any 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 Issue 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 any Dealer 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.
Neither this Prospectus nor any other information supplied in relation to the Programme or any Notes
constitutes an offer or an invitation by or on behalf of the Issuer or any Dealer or any other person to
subscribe for or purchase the Notes. In making an investment decision, investors must rely on their
own examination of the Issuer and the terms of the Notes being offered, including the merits and risks
involved.
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.
CURRENCY OF INFORMATION
Neither the delivery of this Prospectus or any Issue 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. No Dealer undertakes to review the financial condition or affairs of the Issuer
during the life of the Programme or to advise any investor or potential investor in the Notes of any
information coming to their attention. No Dealer accepts liability in relation to the information contained
2

herein or incorporated by reference herein or any other information provided by the Issuer in
connection with the Notes.
THIRD PARTY INFORMATION
Information contained in this Prospectus which is sourced from a third party has been accurately
reproduced and, as far as the Issuer is aware and able to ascertain from information published by the
relevant third party, no facts have been omitted which would render the reproduced information
inaccurate or misleading. The Issuer has also identified the source(s) of such information.
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 Issue Terms and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. None of the Issuer or any Dealers represents that this
Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with
any applicable registration or other requirements in any jurisdiction, or pursuant to an exemption
available thereunder, or assumes any responsibility for facilitating any such distribution or offer. In
particular, unless specifically indicated to the contrary in the applicable Issue Terms, 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.
Persons into whose possession this Prospectus (or any part of it), any Issue Terms or any Notes come
must inform themselves about and observe any such restriction on the distribution of this Prospectus
or any Issue Terms and the offering and sale of Notes. In particular, there are restrictions on offers,
sales and deliveries of Notes and on the distribution of this Prospectus or any Issue Terms and other
offering material relating to the Notes in Canada, the United States, the European Economic Area
(including Belgium, The Netherlands and Italy), the United Kingdom, Switzerland, Japan, Hong Kong,
Singapore, Taiwan, PRC, Australia, New Zealand, United Arab Emirates (excluding the Dubai
International Financial Centre) and Dubai International Financial Centre and such other restrictions as
may be required in connection with the offering and sale of a particular series of Notes (see
"Subscription and Sale").
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.
The contents of this document 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 document, independent professional advice
should be obtained.
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 or without the Issuer's prior consent. Neither this Prospectus nor any Issue 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.
3

PRIIPs / IMPORTANT PROHIBITION OF SALES TO EEA RETAIL INVESTORS
If the Issue 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.
PRIIPs / IMPORTANT PROHIBITION OF SALES TO UK RETAIL INVESTORS
If the Issue 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 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.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Issue 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 (for purposes of this paragraph, 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 MiFIR PRODUCT GOVERNANCE TARGET MARKET
The Issue 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.
4

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 Issue 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).
BENCHMARKS REGULATION
Amounts payable under Notes to be issued under the Programme may be calculated by reference to
certain reference rates, an index or a combination of indices. Any such reference rate or index 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 or index 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") and/or the Financial Conduct
Authority ("FCA") pursuant to Article 36 (Register of administrators and benchmarks) of the EU
Benchmarks Regulation and/or as Article 36 (Register of administrators and benchmarks) of the EU
Benchmarks Regulation forms part of the UK Benchmarks Regulation, respectively. Not every
reference rate or index 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").
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.
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Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating will be
specified in the applicable Issue 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 EU
CRA Regulation or the UK CRA Regulation will be disclosed in the applicable Issue 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 whilst 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.
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 Issue 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 are stated in the applicable Issue Terms to be issued in new global
note ("NGN") form wil 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 are stated in the
applicable Issue Terms not to be issued 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.
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Each Tranche of a Series of Notes in registered form (other than Definitive N Registered Notes) 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, other than
Definitive N 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.
Notes may also be issued in the form of Registered Notes in definitive form made out in the name of
a specific creditor governed by German law (the "Definitive N Registered Notes")
(Namensschuldverschreibungen). Definitive N Registered Notes will not be admitted to listing, trading
and/or quotation by any competent authority, stock exchange and/or quotation system.
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 wil 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.
NOTICE REGARDING RESTRICTIONS UNDER U.S. FEDERAL SECURITIES LAWS
This Prospectus may be distributed on a confidential basis in the United States only to QIBs solely in
connection with the consideration of the purchase of the Rule 144A Notes being offered hereby. Its
use for any other purpose in the United States is not authorized. It may not be copied or reproduced
in whole or in part nor may it be distributed or any of its contents disclosed to anyone other than the
prospective investors to whom it is originally submitted.
Registered Notes may be offered or sold within the United States only to QIBs in transactions exempt
from the registration requirements of the Securities Act. Each prospective U.S. purchaser of Registered
Notes is hereby notified that the offer and sale of any Registered Notes to it may be made in reliance
upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.
Bearer Notes may not be offered or sold within the United States.
Each purchaser or holder of Notes represented by a Rule 144A Global Note or any Notes issued in
registered form in exchange or substitution therefor (together "Restricted Notes") wil be deemed, by
its acceptance or purchase of any such Restricted Notes, to have made certain representations and
agreements intended to restrict the resale or other transfer of such Notes as set out in "Subscription
and Sale" and "Transfer and Selling Restrictions". Unless otherwise stated, terms used in this
paragraph have the meanings given to them in "Form of the Notes".
AVAILABLE INFORMATION UNDER RULE 144A
For so long as any of the Notes are "restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act, the Issuer will, during any period in which it is not subject to Section 13 or Section
15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt
from reporting under the Exchange Act pursuant to Rule 12g3-2(b) thereunder, make available to any
holder or beneficial owner of a Note, or to any prospective purchaser of a Note or beneficial interest
therein designated by such holder or beneficial owner, the information specified in, and meeting the
requirements of, Rule 144A(d)(4) under the Securities Act.
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