Bond CBIC 0% ( XS2355083895 ) in EUR

CBIC

100 % ▼

Canada

XS2355083895 ( in EUR )

21/06/2023 - Bond has expired

Prospectus brochure of the bond CIBC XS2355083895 in EUR 0%, expired

100 000 EUR

300 000 000 EUR

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 EUR, with the ISIN code XS2355083895, pays a coupon of 0% per year.
The coupons are paid 4 times per year and the Bond maturity is 21/06/2023

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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
8

Document Outline

#16">GENERAL DESCRIPTION OF THE PROGRAMME
#24">RISK FACTORS
- #25">Commodity Prices Risk
- #26">Geo-Political Risk
- #28">Technology, Information and Cyber Security Risk
- #29">Third Party Risk
- #34">The Issuers results could be affected by legislative and regulatory developments in the jurisdictions where the Issuer conducts business
- #34">Risks related to legal proceedings and other contingencies
- #35">The Issuer relies on third parties to provide certain key components of its business infrastructure
- #35">Borrower and Counterparty Risk Exposure
- #36">Changes in financial markets, market rates and prices may adversely affect the value of financial products held by the Issuer
- #37">Failure to obtain accurate and complete information from or on behalf of the Issuers clients and counterparties could adversely affect the Issuers results
- #37">The Issuer faces intense competition in all aspects of its business from established competitors and new entrants in the financial services industry
- #37">The Issuers revenues and earnings are substantially dependent on the economies of Canada, the United States, Europe and the Caribbean, which can in turn be affected by general business and economic conditions worldwide
- #38">The Issuers success in developing and introducing new products and services, expanding distribution channels, developing new distribution channels and realizing revenue from these channels could affect the Issuers revenues and earnings
- #38">Movements of the Canadian dollar relative to other currencies, particularly the U.S. dollar and the currencies of other jurisdictions in which the Issuer conducts business, may affect the Issuers revenues, expenses and earnings
- #38">The Issuers earnings are affected by the monetary policies of central banks and other financial market developments
- #39">The accounting policies and methods the Issuer utilizes determine how it reports its financial condition and results of operations, and they may require management to make judgments and estimates about matters that are uncertain; such judgments and es...
- #39">Changes to the Issuers credit ratings
- #39">Liquidity Risk
- #48">(a) Risk factors applicable to Floating Rate Notes relating to benchmark reforms and discontinuation
- #56">(b) Risks related to other types of Notes that may be issued
- #56">Notes subject to optional redemption by the Issuer
- #56">Risks related to Fixed Rate Notes
- #57">Notes issued at a substantial discount or premium
- #57">Canadian Usury Laws
- #63">Early Redemption on Occurrence of Regulatory or Tax Events
- #64">Investment in RMB Notes is subject to exchange rate and currency risks
- #64">An investment in RMB Notes is subject to interest rate risks
- #65">Payments with respect to RMB Notes will only be made to investors in the manner specified in the Conditions for such RMB Notes
- #65">Investment in Notes may be subject to taxes under law
- #65">Notes may be amended or the Issuer substituted for a subsidiary of the Issuer without the consent of Noteholders or with the consent of only some of the Noteholders binding all the Noteholders
- #67">Notes may be subject to write-off, write down or conversion under the resolution powers of authorities outside of Canada
- #67">Change of Law
- #67">Tax treatment
- #67">Foreign Account Tax Compliance and Common Reporting Standard
- #70">Credit ratings may not reflect all risks
- #71">Risks relating to insolvency procedures
- #71">The return on an investment in Notes will be affected by charges incurred by investors
- #71">Risks related to additional issuances of Notes
- #71">Risks to market value of Notes
  - #71">United Kingdom Political and Regulatory Uncertainty
- #72">Risks relating to the secondary market generally; lack of liquidity
- #72">Exchange rate risks and exchange controls
#74">DOCUMENTS INCORPORATED BY REFERENCE
#78">TERMS AND CONDITIONS OF THE NOTES
- #79">1. Form, Denomination and Title
  - #79">(a) Bearer Notes
  - #80">(b) Registered Notes
  - #80">(c) Holders
- #80">2. Exchanges of Exchangeable Bearer Notes and Transfers of Registered Notes
  - #80">(a) Exchange of Exchangeable Bearer Notes
  - #81">(b) Transfer of Registered Notes
  - #81">(c) Exercise of Options and Puts or Partial Redemption in Respect of Registered Notes
  - #82">(d) Delivery of New Certificates
  - #82">(e) Exchange Free of Charge
  - #82">(f) Closed Periods
- #82">3. Status of Notes
  - #82">(a) (i) Status of Senior Notes
    - #83">(ii) Bail-inable Notes
    - #83">(i) agree to be bound, in respect of such Bail-inable Notes, by the CDIC Act, including the conversion of the Bail-inable Notes, in whole or in part … by means of a transaction or series of transactions and in one or more steps … into common shares of...
    - #83">(ii) attorn to the jurisdiction of courts in the Province of Ontario with respect to the CDIC Act and the laws of the Province of Ontario in respect of the operation of the CDIC Act;
    - #83">(iii) acknowledge and agree that the terms referred to in paragraphs (i) and (ii), of this Condition 3(a)(ii), are binding on such Noteholder despite any other provisions in these Conditions, any other law that governs such Bail-inable Notes and any o...
    - #83">(iv) agree that the Bail-in Conversion does not give rise to an Event of Default under Condition 9; and
    - #83">(v) have represented and warranted to the Issuer that the Issuer has not, directly or indirectly, provided financing to the Noteholder for the express purpose of investing in Bail-inable Notes.
  - #84">(b) Status of Subordinated Notes
- #84">4. Interest and Other Calculations
  - #84">(a) Interest on Fixed Rate Notes
  - #85">(b) Interest on Floating Rate Notes
    - #85">(i) Interest Payment Dates
    - #85">(ii) Rate of Interest
      - #85">(A) ISDA Determination for Floating Rate Notes
      - #86">(B) Screen Rate Determination for Floating Rate Notes
        #91">(1) the Secured Overnight Financing Rate published for such U.S. Government Securities Business Day as such rate appears on the SOFR Administrators Website at 3:00 p.m. (New York time) on the immediately following U.S. Government Securities Business ...
        #91">(2) if the rate specified in (1) above does not so appear, unless both a Benchmark Transition Event and its related Benchmark Replacement Date (as each such term is defined below under Condition 4(k)(B) have occurred, the Secured Overnight Financing R...
        #91">(3) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Benchmark Replacement, subject to the provisions described, and as defined, below under Condition 4(k)(B).
- #96">pŽ, for any Interest Accrual Period, is the number of TARGET Business Days included in the Observation Look-Back Period, as specified in the applicable Final Terms, and which shall not be specified in the applicable Final Terms as less than five with...
  - #96">(1) a public statement or publication of information by or on behalf of the administrator of the ECB Recommended Rate announcing that it has ceased or will cease to publish or provide the ECB Recommended Rate permanently or indefinitely, provided that...
  - #96">(2) a public statement or the publication of information by the regulatory supervisor for the administrator of the ECB Recommended Rate, the central bank for the currency of the ECB Recommended Rate, an insolvency official with jurisdiction over the a...
  - #97">(1) a public statement or publication of information by or on behalf of the European Central Bank (or any successor administrator of STR) announcing that it has ceased or will cease to provide STR permanently or indefinitely, provided that, at that ...
  - #97">(2) a public statement or the publication of information by the regulatory supervisor for the administrator of STR, the central bank for the currency of STR, an insolvency official with jurisdiction over the administrator of STR, a resolution autho...
- #99">pŽ, for any Interest Accrual Period, is the number of Zurich Banking Days included in the Observation Look-Back Period, as specified in the applicable Final Terms, and which shall not be specified in the applicable Final Terms as less than five witho...
  - #102">(c) Interest on Zero Coupon Notes
  - #102">(d) Accrual of Interest
  - #102">(e) Margin, Maximum/Minimum Rates of Interest, Interest Amounts, Final Redemption Amounts, Early Redemption Amounts
    - #102">(i) If any Margin is specified in the applicable Final Terms (either (A) generally, or (B) in relation to one or more Interest Periods or Interest Accrual Periods), an adjustment shall be made to all Rates of Interest, in the case of (A), or the Rates...
    - #102">(ii) If any Maximum /Minimum Rate of Interest, Interest Amount, Early Redemption Amount or Final Redemption Amount is specified in the applicable Final Terms, then any Rate of Interest, Interest Amount, Early Redemption Amount or Final Redemption Amou...
    - #102">(iii) In the case of a Rate of Interest/Interest Amount determined in accordance with Condition 4(b)(ii)(B)(z), where a different Margin or Maximum or Minimum Rate/Interest Amount is to be applied to the next Interest Period from that which applied to...
  - #102">(f) Calculations and Rounding
  - #103">(g) Business Day Conventions
  - #103">(h) Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts, Early Redemption Amounts and Optional Redemption Amounts
  - #104">(i) Definitions
    - #104">(i) in the case of a Specified Currency other than euro and Renminbi, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchan...
    - #104">(ii) in the case of euro, a TARGET2 Business Day and a day on which commercial banks are open for business in each place (if any) specified in the applicable Final Terms as a Business Centre; and/or
    - #104">(iii) in the case of Renminbi any day (other than a Saturday, a Sunday or a public holiday) on which commercial banks are generally open for business and settlement of Renminbi payments in the relevant RMB Settlement Centre(s) and such other place (if...
    - #104">(i) if Actual/ActualŽ or Actual/Actual (ISDA)Ž is specified in the applicable Final Terms, the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actu...
    - #104">(ii) if Actual/365 (Fixed)Ž or is specified in the applicable Final Terms, the actual number of days in the Calculation Period divided by 365;
    - #104">(iii) if Actual/Actual (ICMA)Ž is specified in the applicable Final Terms:
      - #105">(A) if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Calculation Period divided by the product of (x) the number of days in such Determination Period and (y) the number of ...
      - #105">(B) if the Calculation Period is longer than the Determination Period, the sum of:(x) the number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (1) the number of days in such Determi...
    - #105">(iv) if Actual/360Ž is specified in the applicable Final Terms, the actual number of days in the Calculation Period divided by 360;
    - #105">(v) if Actual/365 SterlingŽ is specified in the Final Terms, the actual number of days in the Calculation Period divided by 365, or in the case of an Interest Payment Date falling in a leap year, 366;
    - #105">(vi) 30/360Ž, 360/360Ž or Bond BasisŽ is specified in the applicable Final Terms, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
    - #105">(vii) if 30E/360Ž or Eurobond BasisŽ is specified in the applicable Final Terms, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
    - #106">(viii) if 30E/360 (ISDA)Ž is specified in the applicable Final Terms, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
    - #106">(ix) if 30/360 (Fixed)Ž is specified in the applicable Final Terms, the number of days in the period from and including the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to but excluding the relevant payment date (su...
    - #107">(x) if 1/1Ž is specified in the applicable Final Terms, one.
  - #109">(j) Calculation Agent
  - #109">(k) Benchmark Discontinuation
  - #109">(A) Benchmark Discontinuation … Independent Adviser
    - #109">(i) Independent Adviser
    - #110">(ii) Successor Rate or Alternative Rate
    - #110">(iii) Adjustment Spread
    - #111">(iv) Benchmark Amendments
    - #112">(v) Survival of Original Reference Rate
    - #112">(vi) Definitions
      - #113">(A) the Original Reference Rate has ceased to be published for a period of at least five Business Days or ceasing to exist; or
      - #113">(B) the making of a public statement by the administrator of the Original Reference Rate that it has ceased or that it will cease publishing the Original Reference Rate permanently or indefinitely and no successor administrator has been appointed that...
      - #113">(C) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate has been or will be permanently or indefinitely discontinued; or
      - #113">(D) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that means the Original Reference Rate is no longer representative of its relevant underlying market or will be prohibited from being used or th...
      - #113">(E) it has become unlawful for any Paying Agent, the Calculation Agent or the Issuer to calculate any payments due to be made to any Noteholder using the Original Reference Rate
      - #113">(A) the central bank, reserve bank, monetary authority or similar institution for the currency to which the Reference Rate relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the Refere...
      - #113">(B) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (w) the central bank, reserve bank, monetary authority or similar institution for the currency to which the Reference Rate relates, (x) the cent...
  - #114">(B) Benchmark Discontinuation … Compounded SOFR or Weighted Average SOFR
    - #116">(l) Linear Interpolation
    - #116">(m) Interest on Zero Coupon Notes
  - #117">5. Redemption, Purchase, Options and Regulatory Conversion, Variation or Extinguishment
    - #117">(a) Final Redemption
    - #117">(b) Early Redemption
      - #117">(i) Zero Coupon Notes
        #117">(A) The Early Redemption Amount payable in respect of any Zero Coupon Note upon redemption of such Note pursuant to Condition 5(c) or upon it becoming due and payable as provided in Condition 9 shall be the Amortized Face Amount (as defined below) of ...
        #117">(B) Subject to the provisions of sub-paragraph (C) below, the Amortized Face Amount of any such Note shall be equal to the scheduled Final Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) e...
        #117">(C) If the Early Redemption Amount payable in respect of any such Note upon its redemption pursuant to Condition 5(c) or upon it becoming due and payable as provided in Condition 9 is not paid when due, the Early Redemption Amount due and payable in r...
      - #117">(ii) Early Redemption - Other Notes
    - #118">(c) Redemption for Taxation Reasons
    - #118">(d) Redemption at the Option of the Issuer (Call OptionŽ)
    - #119">(e) Redemption at the Option of Noteholders (Put OptionŽ)
    - #119">(f) Early Redemption of Bail-inable Notes upon TLAC Disqualification Event
    - #120">(g) Early Redemption of Subordinated Notes upon Occurrence of a Special Event
    - #121">(h) Redemptions Irrevocable
    - #121">(i) Purchases
    - #121">(j) Cancellation
  - #121">6. Payments and Talons
    - #121">(a) Bearer Notes
      - #121">(i) Payments of principal (or, as the case may be, Final Redemption Amounts, Early Redemption Amounts or Optional Redemption Amounts) and interest in respect of Bearer Notes (other than Dual Currency Notes) shall, subject as mentioned below, be made a...
        #121">(A) payments in a currency other than euro, U.S. dollars or Renminbi, will be made by credit or transfer to an account in the relevant currency (which, in the case of a payment in Japanese Yen to a non-resident of Japan, shall be a non-resident accoun...
        #121">(B) payments in euro will be made by credit or transfer to a euro account maintained outside the United States (or any other account to which euro may be credited or transferred) specified by the payee, or at the option of the payee, by euro cheque;
        #122">(C) payments in U.S. dollars, except as provided by Condition 6(d), shall be made by credit or transfer to a U.S. dollar account outside the United States specified by the payee; and
        #122">(D) payments in Renminbi shall be made by credit or transfer to a Renminbi account maintained by or on behalf of the payee with a bank in the relevant RMB Settlement Centre(s) in accordance with applicable laws, rules and regulations and guidelines is...
      - #122">(ii) A cheque may not be delivered to an address in, and an amount may not be transferred to an account at a bank located in, the United States of America or its possessions by any office or agency of the Issuer, the Fiscal Agent or any Paying Agent e...
    - #122">(b) Registered Notes
      - #122">(i) Payments of principal (which for the purposes of this Condition 6(b) shall include the Final Redemption Amounts, Early Redemption Amounts or Optional Redemption Amounts) in respect of Registered Notes shall be made against presentation and surrend...
      - #122">(ii) Interest on Registered Notes shall be paid to the person shown on the Register (i) in relation to Registered Notes in global form, at the close of business on the first Business Day before the due date for payment thereof or (ii) in relation to R...
      - #122">(iii) Save as provided in paragraph (iv) below, payments of interest and principal on each Registered Note, will be made in the currency in which such payments are due by cheque drawn on a bank in the principal financial centre of the country of the c...
        #122">(A) payments in a currency other than euro or Renminbi may be made by credit or transfer to an account in the relevant currency (which, in the case of a payment in Japanese Yen to a non-resident of Japan, shall be a non-resident account) maintained by...
        #122">(B) payments in euro may be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; and
        #122">(C) payments in Renminbi may be made by credit or transfer to a Renminbi account maintained by or on behalf of the Holder with a bank in the relevant RMB Settlement Centre(s) in accordance with applicable laws, rules and regulations and guidelines iss...
        #123">(D) Payments of principal and interest in respect of Registered Notes registered in the name of, or in the name of a nominee for, DTC and payable in a currency other than U.S. dollars will be made or procured to be made by the Fiscal Agent in such cur...
    - #123">(c) RMB Currency Event
    - #125">(d) Payments in the United States
    - #125">(e) Payments Subject to Fiscal Laws
    - #125">(f) Unavailable Currency
    - #125">(g) Appointment of Agents
    - #126">(h) Unmatured Coupons and unexchanged Talons
      - #126">(i) Upon the due date for redemption of Bearer Notes which comprise Fixed Rate Notes, the Bearer Note should be surrendered for payment together with all unmatured Coupons (if any) appertaining thereto, failing which an amount equal to the face value ...
      - #126">(ii) Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note, unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall be made in respect of them.
      - #126">(iii) Where any Bearer Note that provides that the related unmatured Coupons are to become void upon the due date for redemption of those Notes is presented for redemption without all unmatured Coupons and any unexchanged Talon relating to it, and whe...
      - #126">(iv) If the due date for redemption of any Note is not a due date for payment of interest, interest accrued from the preceding due date for payment of interest or the Interest Commencement Date, as the case may be, shall only be payable against presen...
      - #127">(v) Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon.
    - #127">(i) Talons
    - #127">(j) Non-Business Days
      - #127">(i) in the case of a payment in a Specified Currency other than euro or Renminbi, where payment is to be made by transfer to an account maintained with a bank in the Specified Currency, a day on which foreign exchange transactions may be carried on in...
      - #127">(ii) in the case of a payment in euro, a day which is a TARGET2 Business Day, or
      - #127">(iii) if the currency of payment is Renminbi, any day (other than a Saturday, a Sunday or a public holiday) on which commercial banks are generally open for business and settlement of Renminbi payments in the relevant RMB Settlement Centre(s).
    - #127">(k) Interpretation of Principal and Interest
      - #127">(i) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes;
      - #127">(ii) any additional amounts which may be payable with respect to principal under Condition 7(a); and
      - #127">(iii) all Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortized Face Amounts (in relation to Zero Coupon Notes) and all other amounts in the nature of principal payable pursuant to Condition 5.
  - #128">7. Taxation
    - #128">(i) to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some connection with Canada or, if the Issuers Branch of Account is...
    - #128">(ii) to, or to a third party on behalf of, a Holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that ...
    - #128">(iii) to, or to a third party on behalf of, a Holder in respect of whom such tax, duty, assessment or governmental charge is required to be withheld or deducted by reason of the Holder being a person with whom CIBC is not dealing at arms length (with...
    - #128">(iv) presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the Holder of it would have been entitled to such additional amounts on presenting it ...
    - #128">(v) in respect of a debt or other obligation to pay an amount to a person with whom the applicable payor is not dealing at arms length within the meaning of the Income Tax Act (Canada); or
    - #128">(vi) where such withholding or deduction is required pursuant to an agreement described in Section 1471(b) of the United States Internal Revenue Code or otherwise imposed pursuant to Sections 1471 through 1474 of the United States Internal Revenue Cod...
    - #128">(vii) as set out in Condition 10(f)(ii).
  - #129">8. Prescription
  - #129">9. Events of Default
    - #129">(i) in relation to Senior Notes:
      - #129">(A) default is made for more than 30 Business Days in the payment on the due date of interest or principal in respect of any such Notes (whether at maturity or upon redemption or otherwise); or
      - #129">(B) if the Issuer shall become insolvent or bankrupt or subject to the provisions of the Winding-up and Restructuring Act (Canada) (as amended or replaced from time to time), or if the Issuer resolves to wind up or liquidate or is ordered wound up or ...
    - #129">(ii) in relation to Subordinated Notes:
      - #129">(A) the Issuer becomes insolvent or bankrupt or subject to the provisions of the Winding-Up and Restructuring Act (Canada) (as amended or replaced from time to time),
      - #129">(B) the Issuer resolves to wind up or liquidate or is ordered wound up or liquidated under an order of a court of competent jurisdiction; or
      - #129">(C) the Issuer otherwise acknowledges its insolvency,
  - #130">10. Automatic Conversion of Subordinated Notes on Non-Viability Trigger Event
    - #130">(a) Definitions
      - #131">(i) the Superintendent publicly announces that the Issuer has been advised, in writing, that the Superintendent is of the opinion that the Issuer has ceased, or is about to cease, to be viable and that, after the conversion of all contingent instrumen...
      - #131">(ii) a federal or a provincial government in Canada publicly announces that the Issuer has accepted or agreed to accept a capital injection, or equivalent support, from the federal government or any provincial government or political subdivision of Ca...
    - #131">(b) Automatic Conversion of Subordinated Notes
    - #132">(c) Notice and Delivery of Common Shares
    - #132">(d) Capital Reorganization, Consolidation, Merger, Amalgamation or Comparable Transactions
    - #132">(e) Adjustment of Floor Price
      - #132">(i) In the event of a Common Share Reorganization, the Floor Price shall be adjusted so that it will equal the price determined by multiplying the Floor Price in effect immediately prior to such effective date or record date of such event by a fraction:
        #133">(1) the numerator of which will be the total number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization; and
        #133">(2) the denominator of which will be the total number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are dist...
      - #133">(ii) The adjustments provided for in relation to the Floor Price are cumulative and shall be calculated to the nearest one-tenth of one cent and will be made successively whenever there is a Common Share Reorganization, provided that no adjustment of ...
      - #133">(iii) In any case in which Condition 10(d) or this Condition 10(e) requires that an adjustment will become effective immediately after a record date for an event referred to therein or herein, the Issuer may defer, until the occurrence of such event, ...
      - #133">(iv) If the Issuer sets a record date to take any action that would require an adjustment provided for in Condition 10(d) or this Condition 10(e) and before the taking of such action, the Issuer abandons its plan to take such action, then no such adju...
      - #133">(v) The Issuer will from time to time, immediately after the occurrence of any Common Share Reorganization or other event that requires an adjustment or readjustment as provided in Condition 10(d) or this Condition 10(e), deliver an Officers Certific...
    - #134">(f) Taxes
      - #134">(i) Neither the Issuer nor any of its subsidiaries shall be liable for any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documenting tax that may arise or be paid as a consequence of ...
      - #134">(ii) If tax is required to be withheld from any payment of interest in the form of Common Shares specified in paragraph 10(b) above, the number of Common Shares received by a Holder of Subordinated Notes shall reflect an amount net of any applicable w...
    - #134">(g) General Provisions relating to an Automatic Conversion
      - #134">(i) In Converting, the Issuer may make any decisions with respect to the identity of the Noteholders at that time as may be necessary or desirable to ensure Automatic Conversion occurs in an orderly manner, including disregarding any transfer of Subor...
      - #134">(ii) If a Subordinated Note is Converted, from and after the Automatic Conversion, (i) the nominal amount of the Subordinated Notes together with all accrued and unpaid interest thereon will be deemed paid in full by the issuance of the Common Shares ...
      - #134">(iii) Notwithstanding any other Condition or provision of the Subordinated Notes, the Automatic Conversion of the Subordinated Notes shall not be an Event of Default and the only consequence of a Non-Viability Trigger Event shall be the conversion of ...
    - #134">(h) Right Not to Deliver Common Shares
  - #135">11. Meetings of Noteholders and Modifications
    - #135">(a) Meetings of Noteholders
    - #135">(b) Modification of Agency Agreement, Notes and Coupons
    - #136">(c) Substitution
    - #137">(d) Branch of Account
      - #137">(i) if this Note is denominated in Yen, the Branch of Account shall not be in Japan;
      - #137">(ii) the Issuer shall indemnify each Noteholder and Couponholder against any tax, duty, assessment or governmental charge that is imposed on it as a consequence of such change, and shall pay the reasonable costs and expenses of the Fiscal Agent in con...
      - #137">(iii) notwithstanding (ii) above, no change of the Branch of Account may be made unless immediately after giving effect to such change (a) no Event of Default, and no event which, after the giving of notice or lapse of time or both, would become an Ev...
  - #137">12. Replacement of Notes, Certificates, Coupons and Talons
  - #138">13. Further Issues
  - #138">14. Notices
  - #138">15. Currency Indemnity
  - #138">16. Contracts (Rights of Third Parties) Act 1999
  - #138">17. Governing Law and Jurisdiction
  - #139">18. Waiver of set-off and netting rights
#140">OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
- #140">Initial Issue of Notes
  - #140">Bearer Notes
- #141">Exchange
  - #141">1. Temporary Global Notes
  - #142">2. Permanent Global Notes
  - #142">3. Partial Exchange of Permanent Global Notes
- #142">Delivery of Notes
  - #143">Registered Notes
- #143">Unrestricted Global Certificates
- #144">Restricted Global Certificates
  - #144">(i) a written order containing instructions and such other information as the Issuer and the Registrar may require to complete, execute and deliver such individual Certificates; and
  - #144">(ii) in the case of a Restricted Global Certificate only, a fully completed, signed certification substantially to the effect that the exchanging holder is not transferring its interest at the time of such exchange, or in the case of a simultaneous re...
- #144">Transfers of Registered Notes
- #145">Amendments to Conditions
  - #145">(a) Payments
  - #146">(b) Prescription
  - #146">(c) Meetings
  - #146">(d) Cancellation
  - #146">(e) Purchase
  - #146">(f) Issuer Call Option
  - #147">(g) Noteholders Put Options
- #147">NGN nominal amount
- #147">Events of Default
- #147">Notices
- #148">Integral Multiples in excess of the minimum Specified Denomination
- #148">Relationship of Accountholders with Clearing Systems
#149">CLEARING AND SETTLEMENT
- #149">Book-Entry Ownership
  - #149">Bearer Notes
  - #149">Registered Notes
#152">USE OF PROCEEDS
#153">CANADIAN IMPERIAL BANK OF COMMERCE
- #153">Introduction
- #153">Business
- #153">Subsidiaries
- #153">Financial Highlights
- #154">Board of Directors
- #155">Trend Information
- #155">Major Shareholders
- #156">Independent Auditor
- #156">Credit Ratings
#159">TAXATION
- #159">Canadian Taxation
  - #160">1. Notes
  - #160">2. Common Shares Acquired on an Automatic Conversion or Bail-in Conversion
  - #160">Dividends
  - #161">Dispositions
- #161">United Kingdom
  - #161">(a) Notes issued by a United Kingdom branch of CIBC (UK NotesŽ)
    - #161">(i) In the case of UK Notes with a maturity date of less than one year from the date of issue (provided the borrowing under such Notes at no time forms part of a borrowing which is intended to have a total term of one year or more) interest may be pai...
    - #162">(ii) Provided that the UK Notes are, and continue to be, listed on a recognized stock exchange within the meaning of section 1005 Income Tax Act 2007 (ITAŽ) for the purposes of section 987 ITA, payments of yearly interest may be made without withhold...
    - #162">(iii) Provided that the United Kingdom branch of CIBC (CIBC UK BranchŽ) continues to be a bank within the meaning of section 991 of ITA, and provided that the interest on the UK Notes is paid in the ordinary course of its business within the meaning ...
    - #162">(iv) If none of the above paragraphs apply, interest on UK Notes will generally be paid under deduction of United Kingdom income tax at the basic rate (currently 20 per cent.) subject to the availability of other reliefs or to any direction to the con...
    - #162">(v) Where UK Notes are issued at a discount, any discount element should generally not be subject to United Kingdom withholding tax. Where UK Notes are issued with a redemption premium, such premium may constitute a payment of interest and the United ...
    - #162">(vi) Any payments made under the Deed of Covenant may not qualify for the exemptions from UK withholding tax described above.
    - #162">(vii) Where interest has been paid under deduction of United Kingdom income tax, Noteholders who are not resident in the United Kingdom may be able to recover all or part of the tax deducted if there is an appropriate provision in any applicable doubl...
    - #162">(viii) The references to interestŽ above mean interestŽ as understood in United Kingdom tax law. The statements above do not take any account of any different definitions of interestŽ or principalŽ which may prevail under any other law or which m...
  - #163">(b) All Notes
  - #163">(a) U.S. Holders
  - #164">Characterization of Subordinated Notes for U.S. federal income tax purposes
    - #164">1. Payments of Interest
    - #166">2. Original Issue Discount
    - #167">3. Acquisition Premium
    - #167">4. Market Discount
    - #168">5. Election to Treat All Interest as Original Issue Discount
    - #168">6. Variable Interest Rate Notes
    - #170">7. Short-Term Notes
    - #170">8. Reopenings
    - #171">9. Notes Purchased at a Premium
    - #171">10. Substitution of Issuer
    - #171">11. Purchase, Sale and Retirement of Notes
    - #172">12. Automatic Conversion of Subordinated Notes
    - #172">13. Tax Consequences if the Subordinated Notes are Treated as Equity
    - #174">14. Exchange of Amounts in Currencies other than U.S. Dollars
    - #174">15. Backup Withholding and Information Reporting
    - #175">(b) United States Alien Holders
    - #175">1. General
    - #175">2. Backup Withholding and Information Reporting
    - #176">3. FATCA
#183">SUBSCRIPTION AND SALE
- #183">Overview of Dealer Agreement
- #184">Selling Restrictions
- #188">The Netherlands
  - #188">(i) the standard logo and exemption wording are incorporated in the respective Final Terms, advertisements and documents in which the offer is announced, as required by article 5:20(5) of the Dutch Financial Supervision Act (Wet op het financieel toez...
  - #188">(ii) such offer is otherwise made in circumstances in which article 5:20(5) of the FSA is not applicable.
- #188">Republic of Italy
  - #188">(a) be made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018 (as amended from time to ti...
  - #188">(b) comply with all Italian securities, tax, exchange control and other applicable laws and regulations or requirement imposed by CONSOB, the Bank of Italy (including the reporting requirements, where applicable), pursuant to Article 129 of the Bankin...
- #188">Belgium - Prohibition of Sales to Belgian Consumers
- #190">Switzerland
- #190">Canada
- #190">Japan
- #191">Hong Kong
- #191">Singapore
- #192">Taiwan
- #192">Peoples Republic of China
- #193">Australia
  - #193">(i) the aggregate consideration payable by each offeree or invitee for the Notes is at least A$500,000 (or the equivalent in another currency) disregarding amounts, if any, lent by the offeror or its associates, or the offer or invitation otherwise do...
  - #193">(ii) such action complies with all applicable laws, regulations and directives; and
  - #193">(iii) such action does not require any document to be lodged with ASIC.
- #193">New Zealand
- #193">General
#195">FORM OF THE FINAL TERMS (DENOMINATIONS OF AT LEAST EUR100,000)
#209">FORM OF FINAL TERMS (DENOMINATIONS OF LESS THAN EUR100,000)
#210">PART A … CONTRACTUAL TERMS
#216">
#216">
#222">GENERAL INFORMATION