Obligation CBIC 0% ( XS2240331335 ) en USD

Société émettrice CBIC
Prix sur le marché 100 %  ⇌ 
Pays  Canada
Code ISIN  XS2240331335 ( en USD )
Coupon 0%
Echéance 08/10/2021 - Obligation échue



Prospectus brochure de l'obligation CIBC XS2240331335 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 17 260 000 USD
Description détaillée La Banque CIBC (Canadian Imperial Bank of Commerce) est une grande banque commerciale canadienne offrant une gamme complète de services financiers, y compris des services bancaires aux particuliers et aux entreprises, des services de gestion de patrimoine et des services de marchés des capitaux.

L'Obligation émise par CBIC ( Canada ) , en USD, avec le code ISIN XS2240331335, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 08/10/2021








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 al 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").
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 its Approval Date (defined below) until 10 May 2023.
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 (i ) to non-U.S. persons in offshore transactions in
reliance on Regulation S (the "Regulation S Notes"). Prospective purchasers are hereby notified that sel ers 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
ii




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 wil 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.

CIBC Capital Markets

The date of this Prospectus is 10 May 2022 (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 shal 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 IN THE UNITED
KINGDOM
No UK Public Offer (as defined below) of Notes may be made 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 IN THE UNITED KINGDOM 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.
The Issuer does not consent for this Prospectus to be used in relation to offers of Notes in the United
Kingdom 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, the
subsequent resale or final placement of such Notes in the United Kingdom by financial intermediaries
(a "UK Public Offer") and the Issuer has not consented to the use of this Prospectus by any other
person in connection with any UK Public Offer of Notes. Any UK 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 NON-EXEMPT OFFERS OF NOTES
IN THE EEA
Restrictions on Non-exempt offers of Notes in Relevant Member States
Certain Tranches of Notes with a denomination of less than 100,000 (or its equivalent in any other
currency) may be offered in circumstances where there is no exemption from the obligation under the
Prospectus Regulation to publish a prospectus. Any such offer is referred to as a "Non-exempt Offer".
This Prospectus has been prepared on a basis that permits Non-exempt Offers of Notes. However,
any person making or intending to make a Non-exempt Offer of Notes in any Member State of the
European Economic Area (each, a "Relevant Member State") may only do so if this Prospectus has
been approved by the competent authority in that Relevant Member State (or, where appropriate,
approved in another Relevant Member State and notified to the competent authority in that Relevant
Member State) and published in accordance with the Prospectus Regulation, provided that the Issuer
has consented to the use of this Prospectus in connection with such offer as provided under "Consent
given in accordance with Article 5(1) of the Prospectus Regulation (Retail Cascades)" and the
1




conditions attached to that consent are complied with by the person making the Non-exempt Offer of
such Notes.
Consent given in accordance with Article 5(1) of the Prospectus Regulation (Retail Cascades)
In the context of a Non-exempt Offer of Notes, the Issuer accepts responsibility, in each Relevant
Member State for which the consent to use this Prospectus extends, for the content of this Prospectus
in relation to any person (an "Investor") who purchases Notes in a Non-exempt Offer made by any
person (an "offeror") to whom the Issuer has given consent to the use of this Prospectus in that
connection, provided that the conditions attached to that consent are complied with by the relevant
offeror (an "Authorised Offeror"). The consent and conditions attached to it are set out below.
Neither the Issuer nor any Dealer makes any representation as to the compliance by an Authorised
Offeror with any applicable conduct of business rules or other applicable regulatory or securities law
requirements in relation to any Non-exempt Offer and neither the Issuer nor any of the Dealers has
any responsibility or liability for the actions of that Authorised Offeror.
Except in the circumstances set out in the following paragraphs, neither the Issuer nor any Dealer has
authorised the making of any Non-exempt Offer by any offeror and the Issuer has not consented to
the use of this Prospectus by any other person in connection with any Non-exempt Offer of Notes.
Any Non-exempt Offer made without the consent of the Issuer is unauthorised and neither the Issuer
nor any Dealer accepts any responsibility or liability for the actions of the persons making any such
unauthorised offer.
If, in the context of a Non-exempt Offer, an Investor is offered Notes by a person who is not an
Authorised Offeror, the Investor should check with that person whether anyone is responsible for this
Prospectus in the context of the Non-exempt Offer and, if so, who that person is. If the Investor is in
any doubt about whether it can rely on this Prospectus and/or who is responsible for its contents, the
Investor should take legal advice.
In connection with each Tranche of Notes, and provided that the applicable Final Terms specifies an
Offer Period, the Issuer consents to the use of this Prospectus (as supplemented as at the relevant
time, if applicable) in connection with a Non-exempt Offer of such Notes, subject to the following
conditions:
(i)
the consent is only valid during the Offer Period so specified;
(ii)
the only offerors authorised to use this Prospectus to make the Non-exempt Offer of
the relevant Tranche of Notes are the Managers or relevant Dealers specified in the
applicable Final Terms, and:
(a)
if the applicable Final Terms names financial intermediaries authorised to
make such Non-exempt Offers, the financial intermediaries so named; and/or
(b)
if specified in the applicable Final Terms, any financial intermediary which is
authorised to make such offers under MiFID II and which has been authorised
directly or indirectly by the Issuer or any of the Managers (on behalf of the
Issuer) to make such offers, provided that such financial intermediary states
on its website (I) that it has been duly appointed as a financial intermediary to
offer the relevant Tranche of Notes during the Offer Period, (II) it is relying on
this Prospectus for such Non-exempt Offer with the consent of the Issuer and
(III) the conditions attached to that consent;
(iii)
the consent only extends to the use of this Prospectus to make Non-exempt Offers of
the relevant Tranche of Notes in each Public Offer Jurisdiction (as defined below)
specified in paragraph 13 of Part B of the applicable Final Terms; and
(iv)
the consent is subject to any other conditions set out in paragraph 13 of Part B of the
applicable Final Terms.
2




Any offeror falling within sub-paragraph (ii)(b) above who meets all of the other conditions
stated above and who wishes to use this Prospectus in connection with a Non-exempt Offer is
required, for the duration of the relevant Offer Period, to publish on its website (i) that it has
been duly appointed as a financial intermediary to offer the relevant Tranche of Notes during
the Offer Period, (ii) it is relying on this Prospectus for such Non-exempt Offer with the consent
of the Issuer and (iii) the conditions attached to that consent. The consent referred to above
relates to Offer Periods occurring within twelve months from the date of this Prospectus.
Public Offer Jurisdictions
The Issuer may request the CSSF to provide a certificate of approval in accordance with Article 25
of the Prospectus Regulation (a "passport") in relation to the passporting of this Prospectus to the
competent authorities of The Netherlands, Belgium and France (the "Host Member States"). Even
if the Issuer passports this Prospectus into the Host Member States, it does not mean that the Issuer
will choose to consent to any Non-exempt Offer in any such Host Member State or Luxembourg
(together, the "Public Offer Jurisdictions"). Investors should refer to the Final Terms for any issue
of Notes for the Public Offer Jurisdictions the Issuer may have selected as such Notes may only be
offered to Investors as part of a Non-exempt Offer in the other Public Offer Jurisdictions, in each
case as specified in the applicable Final Terms.
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES IN A NON-EXEMPT
OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH
NOTES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN
ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH
AUTHORISED OFFEROR AND SUCH INVESTOR, INCLUDING AS TO PRICE, ALLOCATIONS,
EXPENSES AND SETTLEMENT ARRANGEMENTS. THE ISSUER WILL NOT BE A PARTY TO
ANY SUCH TERMS AND ARRANGEMENTS WITH SUCH INVESTORS IN CONNECTION WITH
THE NON-EXEMPT OFFER, OR SALE OF THE NOTES CONCERNED AND, ACCORDINGLY, THIS
PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE
FINANCIAL INTERMEDIARY WILL PROVIDE INFORMATION TO INVESTORS ON THE TERMS
AND CONDITIONS OF THE OFFER AT THE TIME THE OFFER IS MADE. THE RELEVANT
AUTHORISED OFFEROR WILL BE RESPONSIBLE FOR SUCH INFORMATION. NEITHER THE
ISSUER NOR ANY DEALER (EXCEPT WHERE SUCH DEALER IS THE RELEVANT AUTHORISED
OFFEROR) HAS ANY RESPONSIBILITY OR LIABILITY TO AN INVESTOR IN RESPECT OF SUCH
INFORMATION.
Save as provided above, no Issuer nor any Dealer has authorised, nor do they authorise, the making
of any Non-exempt Offer of Notes in circumstances in which an obligation arises for the Issuer or any
Dealer to publish or supplement a prospectus for such offer.
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").
An investment in Notes is subject to a number of risks, as described in the section of this Prospectus
entitled "Risk Factors" below. Notes are speculative investments, and returns may at times be volatile
and losses may occur quickly and in unanticipated magnitude. 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 Item(s) to which their 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 the investor receives is less than
what the investor paid for them, (iii) the Notes are redeemed or terminated by the Issuer prior to their
maturity due to the occurrence of one or more specified events as provided in the terms and conditions
of the Notes, and the amount an investor receives on such early redemption or termination is less than
what they paid for the Notes or (iv) the terms and conditions of an investor's Notes are unilateral y
3




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.
An investor should not acquire any Notes unless they (whether by themselves or in conjunction with
their financial adviser) understand the nature of the relevant Notes and the extent of their exposure to
potential loss on the Notes, and any investment in Notes must be consistent with their overall
investment strategy. An investor (whether by themselves or in conjunction with their financial adviser)
should consider carefully whether the particular Notes are suitable for them in the light of their
investment objectives, financial capabilities and expertise. Investors should consult their own legal,
tax, accountancy, regulatory, investment and other professional advisers as may be required to assist
them in determining the suitability of the Notes for them as an investment. They should read, in
particular, the section of this Prospectus entitled "Risk Factors" for important information prior to
making any decision to purchase Notes.
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
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
4




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
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
5




(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.
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.
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 Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules.
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
6




(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.
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.
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 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 2001 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 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.
7