CIBC Guaranteed Market Return GICs due May 4, 2016 Information Statement

Transcription

1 due May 4, 216 OVERVIEW CIBC Guaranteed Market Return GICs due May 4, 216 (the GICs ) are issued by Canadian Imperial Bank of Commerce. The GICs entitle you to payment at maturity of an amount in Canadian dollars consisting of your Principal Amount, in addition to annual Coupon Amounts during the term of the GICs that are subject to a maximum Coupon Amount of 7.5% of your Principal Amount and a minimum Coupon Amount of.5% of your Principal Amount. Coupon Amounts will be based on the price performance of a notional equally weighted global portfolio of common shares (each a Share and collectively the Shares ) of the following 1 companies: COMPANY SECTOR SYMBOL COMPANY SECTOR SYMBOL AstraZeneca PLC Health Care AZN McDonald s Corporation Consumer Discretionary MCD Credit Suisse Group AG Financials CSGN Royal Bank of Canada Financials RY The Coca-Cola Company Consumer Staples KO Tesco plc Consumer Staples TSCO Deutsche Telekom AG Telecommunication Services DTE Total SA Energy FP Intel Corporation Information Technology INTC TransCanada Corporation Energy TRP The return on your GICs (the Coupon Amount ) will be determined each year by multiplying your Principal Amount by the Coupon Rate. The Coupon Rate for each year will be a percentage amount equal to the average of the 1 Share Returns and will be subject to a minimum Coupon Rate of.5% each year. A Share Return for a Share in respect of each Coupon Payment will be determined as follows: (i) where the Share s closing price has increased between the Issue and the third Banking Day prior to a Coupon Payment, the Share Return for determining the annual Coupon Amount will be 7.5%, regardless of the extent of the increase in the Share s closing price (i.e., whether the increase is 1.% or 2.%); and (ii) where the Share s closing price has not increased between the Issue and the third Banking Day prior to a Coupon Payment, the Share Return for determining the annual Coupon Amount will be the change in the Share s closing price expressed as a percentage (this value being zero or negative), subject to a minimum Share Return of -25.% for each Share. The maximum amount of interest that may be paid over the term of your GICs is 37.5% of your Principal Amount (i.e., the maximum Coupon Amount of 7.5% of your Principal Amount paid each year). In order for you to receive the maximum Coupon Amount of 7.5% of your Principal Amount on any Coupon Payment, every Share s closing price must increase, measured from the Issue to the third Banking Day prior to the relevant Coupon Payment. If in respect of any Coupon Payment, the average of the Share Returns is less than or equal to.5%, the Coupon Amount payable on such Coupon Payment will be.5% of your Principal Amount. The minimum amount of interest that may be paid over the term of the GICs is 2.5% of your Principal Amount (i.e., the minimum Coupon Amount of.5% of your Principal Amount paid each year). Coupon Amounts will be paid on May 4, 212, May 6, 213, May 5, 214, May 4, 215, and May 4, 216. Your Principal Amount will be paid when the GIC matures on May 4, 216. You should carefully consider with your advisors the suitability of the GICs in light of your investment objectives and the information set out in this, including certain risk factors associated with an investment in the GIC, set out under RISK FACTORS. 1

2 due May 4, 216 EXAMPLE CALCULATIONS The examples below show how Coupon Amounts will be calculated using the formula for Coupon Amount. These examples are included for illustration purposes only. The prices of the Shares used to illustrate the calculation of Coupon Amounts are hypothetical and are not estimates or forecasts of the prices of the Shares or an estimate of the Coupon Amounts that may be payable. Coupon Amounts payable in respect of the GICs will not reflect any dividends declared on the Shares. 1. AN EXAMPLE WHERE A COUPON AMOUNT IN EXCESS OF THE GUARANTEED COUPON AMOUNT WOULD BE PAID EACH YEAR Share (currency) Year 1 Year 2 Year 3 Year 4 Year 5 % Change Share Return % Change Share Return % Change Share Return % Change Share Return % Change Share Return AstraZeneca PLC (GBp) -.95% -.95% 1.56% 7.5% 2.8% 7.5% 7.8% 7.5% 12.32% 7.5% Credit Suisse Group AG (CHF) -1.43% -1.43% -2.1% -2.1% -3.6% -3.6% 4.6% 7.5% 5.83% 7.5% The Coca-Cola Company (USD) 4.46% 7.5% 3.6% 7.5% 6.54% 7.5% 3.23% 7.5% 9.99% 7.5% Deutsche Telekom AG (EUR) 1.67% 7.5% 2.12% 7.5% 5.27% 7.5% 4.82% 7.5% 12.74% 7.5% Intel Corporation (USD).92% 7.5% -3.24% -3.24% 5.14% 7.5% -2.34% -2.34% 8.43% 7.5% McDonald's Corporation (USD) 6.63% 7.5% 7.81% 7.5% 8.75% 7.5% 5.92% 7.5% 4.38% 7.5% Royal Bank of Canada (CAD) -1.45% -1.45% 1.54% 7.5% 1.26% 7.5% 14.63% 7.5% 13.3% 7.5% Tesco plc (GBp).98% 7.5% -4.86% -4.86% -3.68% -3.68% 6.68% 7.5% 5.39% 7.5% Total SA (EUR) -4.38% -4.38% 2.9% 7.5% 16.78% 7.5% 9.88% 7.5% 13.84% 7.5% TransCanada Corporation (CAD) 16.59% 7.5% 18.27% 7.5% 13.64% 7.5% 4.63% 7.5% 7.93% 7.5% Coupon Rate 3.68% 4.23% 5.27% 6.52% 7.5% In the hypothetical example above, you would receive Coupon Amounts over the term of the GICs that would represent a total cumulative return of 27.2% (i.e., Coupon Amounts of 3.68% of your Principal Amount in Year 1, 4.23% of your Principal Amount in Year 2, 5.27% of your Principal Amount in Year 3, 6.52% of your Principal Amount in Year 4, and 7.5% of your Principal Amount in Year 5). The performance of the GICs in this example would represent an annual rate of return equal to 5.34%. You would also receive your original Principal Amount at maturity. 2. AN EXAMPLE WHERE A COUPON AMOUNT IN EXCESS OF THE GUARANTEED COUPON AMOUNT WOULD NOT BE PAID EACH YEAR Share (currency) Year 1 Year 2 Year 3 Year 4 Year 5 % Change Share Return % Change Share Return % Change Share Return % Change Share Return % Change Share Return AstraZeneca PLC (GBp) 4.4% 7.5% 7.18% 7.5% % % -7.8% -7.8% % % Credit Suisse Group AG (CHF) % -25.% % % -5.34% -5.34% 4.6% 7.5% 5.83% 7.5% The Coca-Cola Company (USD).24% 7.5% -4.61% -4.61% 1.89% 7.5% 3.23% 7.5% 9.99% 7.5% Deutsche Telekom AG (EUR) 2.38% 7.5%.61% 7.5% 1.72% 7.5% 4.82% 7.5% 12.74% 7.5% Intel Corporation (USD) 2.74% 7.5% -.2% -.2%.84% 7.5% -2.34% -2.34% -8.43% -8.43% McDonald's Corporation (USD) 6.1% 7.5%.88% 7.5% -9.65% -9.65% -5.92% -5.92% 4.38% 7.5% Royal Bank of Canada (CAD) % -25.% -7.79% -7.79% 1.54% 7.5% -1.63% -1.63% -13.3% -13.3% Tesco plc (GBp) 1.78% 7.5% -2.93% -2.93% -5.6% -5.6% 6.68% 7.5% -5.39% -5.39% Total SA (EUR) 18.52% 7.5% 16.78% 7.5% 5.47% 7.5% -9.88% -9.88% -3.84% -3.84% TransCanada Corporation (CAD) % -25.% % % -5.72% -5.72% 4.63% 7.5% 7.93% 7.5% Coupon Rate.5%.5%.5%.5%.5% In the hypothetical example above, you would receive Coupon Amounts that would represent a total cumulative return of 2.5% (i.e., Coupon Amounts of.5% of your Principal Amount in Years 1-5). The minimum Coupon Amount of.5% of your Principal Amount would be payable each year as the average of the 1 Share Returns would have been less than or equal to.5% each year. The performance of the GICs in this example would represent an annual rate of return equal to.5%. You would also receive your original Principal Amount at maturity. 2

3 due May 4, 216 KEY TERMS The Key Terms and Additional Terms contained herein will apply to the GICs. Issuer Canadian Imperial Bank of Commerce ( CIBC ). Issue The GICs will be issued on or about May 4, 211 (the actual date of issuance being the Issue ). Maturity The GICs will mature on or about May 4, 216 (the Maturity ), resulting in a term to maturity of five (5) years. Principal Amount and Minimum Investment Your Principal Amount will reflect the investment amount you have deposited with us. You must invest a minimum of $5,. in the GICs. Fees and Expenses Dealers will receive an upfront fee on the Issue of 2.5% of the Principal Amount of the GICs they have sold on account of services rendered in connection with the offering. No fees or expenses will be charged during the term of the GICs that will impact the Coupon Amounts payable. Principal Amount Repayment On the Maturity, your Principal Amount will be repaid, regardless of the performance of the Shares, provided that the GICs have not been redeemed prior to the Maturity in the limited situations described under Early Redemption/Transfers below. Maximum Payment on Coupon Payment The maximum Coupon Amount that may be payable on any Coupon Payment is 7.5% of your Principal Amount. In order for you to receive the maximum Coupon Amount on a Coupon Payment, every Share s closing price must increase, measured from the Issue to the Valuation for the Coupon Payment. The maximum interest payable over the term of the GICs is therefore 37.5% of your Principal Amount (i.e., maximum Coupon Amount of 7.5% of your Principal Amount payable each year). Minimum Payment on Coupon Payment If the average of the Share Returns is less than or equal to.5% on any Valuation, then the Coupon Amount payable on such Coupon Payment will be.5% of your Principal Amount. The minimum interest payable over the term of the GICs is therefore 2.5% of your Principal Amount (i.e., minimum Coupon Amount of.5% of your Principal Amount payable each year). No Secondary Market The GICs will not be listed on any stock exchange and no secondary market will be provided. Early Redemption/Transfers The GICs cannot be redeemed or retracted prior to the Maturity except in the following circumstances: (i) in the event of your death for non-registered plans holding the GICs; (ii) in the event of your death for a registered plan holding GICs if you are the annuitant of the RRSP or RRIF, the beneficiary of the RDSP, the subscriber or last of the subscribers in the case of joint subscribers of the RESP or the holder of the TFSA, as the case may be; (iii) if you are suffering from personal hardship, as determined by CIBC in its sole discretion, for non-registered plans; and (iv) if you are suffering from personal hardship, as determined by CIBC in its sole discretion, for a registered plan holding the GICs, if you are the annuitant of the RRSP or RRIF, the beneficiary of the RDSP, the subscriber of the RESP or the holder of the TFSA, as the case may be. On redemption prior to maturity, your Principal Amount will be repaid, but no interest will be paid. GICs held in non-registered plans are transferable prior to maturity at your request. GICs held in registered plans are transferable prior to maturity at the request of the plan trustee, upon the direction of the plan holder, annuitant or subscriber to another like plan of the plan holder, annuitant or subscriber. The GICs may not be transferable to another Dealer if you decide to move your investment account to such other Dealer. You should consult your advisor as to whether there are any limitations or restrictions on the ability to transfer the GICs. Information about the GICs You may obtain a copy of this and certain ongoing information regarding the GICs at including: (i) the current s of the Shares; and (ii) the formula for determining Coupon Amounts of the GICs. You may also contact your investment advisor to request this information. Availability The GICs are only available via registered investment dealers or mutual fund dealers in Canada (each a Dealer ). Settlement CIBC will pay your Dealer all amounts owing to you on each Coupon Payment and at maturity. The payment of such amounts from your Dealer to you will be the responsibility of your Dealer and governed by standing instructions and customary practices. Coupon Amount The Coupon Amount payable each year will be an amount determined in accordance with the following formula: Coupon Amount = Principal Amount x Coupon Rate provided that the Coupon Rate will be no less than.5% and no greater than 7.5%, regardless of the price performance of the Shares. Defined Terms: Banking Day means a day (other than a Saturday or a Sunday) on which commercial banks are open for business (including for foreign exchange transactions in U.S. dollars) in Toronto, Ontario. means, in respect of a Share, the official closing price for that Share as announced by the relevant. Coupon Payment means the 4 th day of each May, from and including May 4, 212 to, and including the Maturity, provided that (i) if a day that would otherwise have been a Coupon Payment is not a Banking Day, the payment of a Coupon Amount shall be made on the first following Banking Day, and no further interest or other compensation will be made in respect of such delay, and (ii) in no event shall such Coupon Payment be sooner than the third Banking Day following the Valuation for that Coupon Payment, subject to the provisions set out under Special Circumstances. Coupon Rate means, in respect of any Coupon Payment, the average (which may be positive or negative), expressed as a percentage, of the 1 Share Returns for the Shares determined on the applicable Valuation s, provided that if the average is less than or equal to.5%, the Coupon Rate will be.5%, regardless of the price performance of the Shares. means, in respect of a Share, the exchange or trading system identified under the relevant Company information set out under Historical Performance of the Shares on page 6 provided that if such exchange or trading system is no longer the primary exchange for the trading of that Share, as CIBC may determine, CIBC may designate another exchange or trading system as the relevant for such Share. Day means, in respect of a Share, any day on which the and each Related for that Share are scheduled to be open for trading during its respective regular trading sessions. Initial Price means, in respect of a Share, the of that Share on the Issue, provided that, if the Issue is not an Day in respect of that Share, then the Initial Price in respect of that Share means the of that Share for the immediately following Day, and further subject to the provisions set out under Special Circumstances. Related means, in respect of a Share, any exchange or trading system on which futures or options contracts on that Share are listed from time to time. Share Performance means, in respect of a Share and the determination of the relevant Coupon Rate for a Coupon Payment, a number (which may be positive or negative), expressed as a percentage, calculated as follows: Valuation Price Initial Price Initial Price Share Return means, in respect of a Share and the determination of the relevant Coupon Rate for a Coupon Payment : (i) where the applicable Share Performance is greater than zero, the Share Return will be 7.5%; and (ii) where the applicable Share Performance is zero or negative, the Share Return will be such Share Performance, subject to a minimum Share Return of -25.%. Valuation means, in respect of a Share, the third Banking Day immediately preceding each Coupon Payment, provided that, if such day is not an Day in respect of that Share, then the Valuation in respect of that Share will be the immediately preceding Day for that Share, and further subject to the provisions set out under Special Circumstances. Valuation Price means, in respect of a Share and the determination of a Coupon Rate for a Coupon Payment, the of that Share on the Valuation corresponding to such Coupon Payment, subject to the provisions set out under Special Circumstances. 3

4 due May 4, 216 ADDITIONAL TERMS Calculation Agent CIBC World Markets Inc. will be the Calculation Agent for the GICs. The Calculation Agent will be solely responsible for the calculation of Coupon Amounts (including all components thereof). The Calculation Agent is required to act in good faith and in a commercially reasonable manner. No independent calculation agent will be retained to confirm or audit these calculations and determinations. The Calculation Agent s calculations and determinations will, absent manifest error, be final and binding. Special Circumstances The occurrence of certain unusual events beyond the control of CIBC may result in changes to the composition of the portfolio, the calculation of Coupon Amounts, or the date on which payment of Coupon Amounts or the Principal Amount is made. Such events could include, but are not limited to a merger, nationalization or insolvency of a company whose Shares are included in the portfolio, the occurrence of an event that has a material adverse effect on CIBC s ability to place, maintain or modify any hedge with respect to any Share, or any failure of trading to commence, or the permanent discontinuation of trading, or any suspension of or limitation imposed on trading by the relevant or Related or otherwise. In certain circumstances, the Calculation Agent may adjust any one or more of the Initial Price of the Share, the formula for calculating Coupon Amounts, or any other component or variable relevant to the determination of Coupon Amounts to account for those circumstances, including replacing the applicable Share in the portfolio with the share of another large company listed on a major exchange or market quotation system as chosen by CIBC. If CIBC determines that it is unable to make such adjustments, it may decide to accelerate the payment of all remaining Coupon Amounts, in which case an alternate return will be calculated and paid to you immediately in lieu of paying Coupon Amounts on the Coupon Payment s. However, in no event will your Principal Amount be repaid prior to the Maturity as a result of the occurrence of a Special Circumstance. Amendments The terms of the GICs may be amended without notice to you if, in the reasonable opinion of the Calculation Agent, the amendment would not have an impact on the Coupon Amounts payable under the GICs. In all other cases, CIBC will provide notice to you of the amendment prior to making the amendment or without delay after the amendment is made. Notification CIBC will provide notice to you of certain events relating to the GICs as required by applicable regulations. All such notices will be mailed or otherwise delivered directly by CIBC to you. Nature of Holding the GICs If you are a trustee (or the GICs are held in a registered plan for you), the Dealer holds the GICs for you (or the registered plan trustee, if applicable) as nominee/agent. If you are not a trustee (or where the GICs are not being held in a registered plan for you), the Dealer holds the GICs for you as nominee/trustee. This section does not apply if the GICs are held directly in your own name. Eligibility for Investment The GICs generally may be held in all registered (including locked-in) and nonregistered accounts. CDIC Insurance Canadian Imperial Bank of Commerce is a member of the Canada Deposit Insurance Corporation (CDIC). The GICs are eligible for CDIC coverage, subject to CDIC rules and regulations. Note that your CDIC coverage may depend on you or your Dealer providing certain information to CIBC. Where you are a trustee for one or more beneficiaries, it may be necessary for you to provide the Dealer with name and address information and beneficial interest information about such beneficiaries in order to maximize CDIC coverage. You must satisfy yourself that your CDIC coverage requirements for the GICs are met and CIBC makes no representation in this regard. Visit or call CDIC (2342) for details. CIPF protection There is no assurance that your investment in GICs will be eligible for protection under the Canadian Investor Protection Fund (CIPF) or the MFDA Investor Protection Corporation in the event of your Dealer s insolvency. You should consult your investment advisor on whether an investment in GICs is eligible for protection in light of your particular circumstances. Subscriptions Subscriptions for GICs will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. You will receive from CIBC credit for interest accruing on funds deposited with CIBC purchased from a distributor on the FundSERV network pending closing of the offering at a rate of.25% per annum. For funds deposited on or prior to the Thursday of a given week, interest will accrue from and including the first Banking Day of such week to but excluding the Issue. For funds deposited after the Thursday of a given week, interest will accrue from and including the first Banking Day of the next following week to but excluding the Issue. Such interest will be payable solely by the issuance of additional GICs (or fraction of GICs). You will be required to include the full amount of such interest in your income for the taxation year that includes the Issue for purposes of the Income Tax Act (Canada). Notwithstanding the above, if for any reason GICs are not issued to you and you had deposited funds with CIBC through your Dealer for the subscription of the GICs, such funds will be returned, without any interest, to your Dealer. Status The GICs will constitute direct, unsubordinated and unsecured obligations of CIBC ranking pari passu among themselves with all other direct, unsubordinated and unsecured indebtedness of CIBC from time to time outstanding. Rating The GICs have not been and will not be specifically rated by any rating agency. However, the deposit liabilities of CIBC with a term to maturity of one year or more (which would include CIBC's obligations under the GICs) are rated AA (stable outlook) by DBRS, Aa2 (negative outlook) by Moody's Rating Service, AA- (stable outlook) by Fitch Ratings and A+ (stable outlook) by Standard & Poor s as of March 15, 211. A rating is not a recommendation to buy, sell or hold investments, and may be subject to revision or withdrawal at any time by the relevant rating agency. Income Tax Considerations The full amount of each Coupon Amount generally will be included in your income in the taxation year that includes the applicable Coupon Payment, unless the payment of all remaining Coupon Amounts is accelerated as described under Special Circumstances, in which case the full amount of such alternate return will be included in your income in the taxation year in which it becomes payable. This summary is not intended to constitute, nor should it be relied upon as, tax advice. You should consider the income tax considerations of an investment in the GICs with your tax advisor before investing in the GICs. Any interest paid to non-residents of Canada may be subject to Canadian non-resident withholding taxes. If you are a non-resident of Canada, you should consult your tax advisor regarding the tax consequences of an investment in the GICs. FundSERV GICs may only be purchased through dealers and financial advisors that purchase and sell GICs using the FundSERV network. FundSERV electronically connects fund companies, distributors and intermediaries, enabling them to buy, sell and transfer investment funds amongst each other, as well as update investors account information. The FundSERV network is currently used for mutual funds and other financial products sold by financial advisors, including GICs. Funds used to purchase GICs may be consolidated or commingled for net settlement purposes. Cancellation of purchase of GICs You may cancel an order to purchase the GICs (or cancel the purchase of the GICs if the GICs have been issued) by providing instructions to CIBC through your Dealer any time up to 48 hours after the later of (i) the day on which the agreement to purchase the GICs is entered into and (ii) deemed receipt of this. The agreement to purchase the GICs will be entered into (i) if the order to purchase is received via telephone or electronic means, on the day on which the order to purchase is received, and (ii) if the order to purchase is received in person, on the later of the second day following (a) the day of deemed receipt of this and (b) the day on which the order to purchase is received. You will be deemed to have received the Information Statement (i) on the day recorded as the time of sending by the server or other electronic means, if provided by electronic means; (ii) on the day recorded as the time of sending by fax machine, if provided by fax; (iii) five business days after the postmark date, if provided by mail, and (iv) when it is received, in any other case. Upon cancellation, you are entitled to a refund of your Principal Amount and any fees relating to the purchase that have been paid. Certificate A certificate representing your investment in the GICs will not be available. Upon receipt of your subscription proceeds, CIBC will send you, or cause to be sent to you, a confirmation of receipt and a copy of this information statement by prepaid mail or other means of delivery. Regulatory The GICs are governed by federal regulations for Principal Protected Notes. Governing Law The GICs, and the terms thereof, will be governed by and construed in accordance with the laws applicable in the Province of Ontario. 4

5 due May 4, 216 RISK FACTORS An investment in the GICs is subject to certain risk factors that prospective investors should carefully consider before investing in the GICs. These risk factors include, but are not limited to the following: No Coupon Amount may be Payable in excess of the Guaranteed Coupon Amount of.5% of your Principal Amount each year There is a possibility that no Coupon Amounts in excess of the guaranteed Coupon Amount of.5% of your Principal Amount will be payable each year. Coupon Amounts are linked to the price performance of the Shares. The prices of the Shares are unpredictable and will be influenced by factors that are beyond the control of CIBC. The Maximum Coupon Amount that may be payable each year is 7.5% of your Principal Amount The maximum Coupon Amount that may be payable each year is 7.5% of your Principal Amount. The maximum interest payable over the term of the GICs is therefore 37.5% of your Principal Amount (i.e., maximum Coupon Amount of 7.5% of your Principal Amount payable each year). Accordingly, the Coupon Amounts payable each year may be less than the return you could have earned by investing in the Shares directly. The Maximum Share Return for any Share is 7.5% The Share Return for any Share in a given year cannot exceed 7.5%, regardless of the percentage increase in a Share s from the Issue. The minimum Share Return for any Share is -25.%. Accordingly, poorly performing Shares can offset strong Share Performances by the other Shares, causing the average of the Share Returns to be less than or equal to.5% in a given year. Suitability of the GICs for Investment CIBC makes no recommendation as to whether the GICs are a suitable investment for any person. You should reach a decision to invest in the GICs after carefully considering, with your advisors, the suitability of the GICs in light of your investment objectives and the information set out in this. An investment in the GICs is suitable for you only if you (i) are prepared to assume risks with respect to a return linked to the price performance of the Shares; (ii) are prepared to hold the GICs to maturity; (iii) do not require a guaranteed return in excess of.5% of your Principal Amount each year; and (iv) understand the terms of the GICs and the risks involved in holding the GICs. Non-Conventional Debt Instrument The GICs have certain investment characteristics that differ from conventional debt instruments. The GICs do not provide you with a return or income stream that is calculated or determined by reference to a fixed or floating rate of interest. The GICs return is reflected in the Coupon Amounts which will depend on the performance of the Shares and, aside from the guaranteed minimum Coupon Amount, cannot be determined prior to the Valuation for each Coupon Payment. Not Equivalent to a Direct Investment in the Shares The return on the GICs is not the same as a direct investment in the Shares. The GICs allow you to participate in the appreciation, if any, in the value of the Shares (subject to a maximum Share Return of 7.5% for any Share in each year); however, you will not receive any distributions or dividends declared on the Shares. The average dividend yield for the portfolio was 4.57% as of March 15, 211, which would represent aggregate dividends of 22.85% over the term of the GICs, assuming the dividend yield remains constant and the dividends are not reinvested. You will also not have the right to exercise any voting rights associated with the Shares. However, unlike a direct investment in the Shares where you could lose all or a portion of your original investment, your Principal Amount will be repaid to you on the Maturity, regardless of the price performance of the Shares. No Ownership of, or Recourse to, the Shares Comprising the Portfolio The portfolio is a notional portfolio only. You will not have, and the GICs will not represent, any direct or indirect ownership interest in the Shares. As such, you will not have recourse to any of the Shares to satisfy amounts owing under the GICs. You will only have recourse to CIBC, as the issuer of the GICs, to satisfy such amounts. Independent Investigation Required CIBC has not performed any due diligence investigation or review of any of the Shares. Any information relating to the Shares was derived from publicly available sources. CIBC assumes no responsibility for the adequacy of the information concerning the Shares contained in this or publicly available. You should undertake an independent investigation of the Shares as you consider necessary in order to make an informed decision as to the merits of an investment in the GICs. Historical Price Performance does not predict Future Price Performance of the Shares Historical price performance of the Shares will not necessarily predict future price performance of the Shares. It is not possible to predict whether the prices of the Shares will increase or decrease. Risks Relating to the Portfolio The prices of the Shares will be influenced by numerous factors. Changes in economic conditions, including, for example, interest rates, inflation rates, industry conditions, competition, technological developments, political and diplomatic events and trends, war, tax laws and innumerable other factors, can affect substantially and adversely the business and prospects of the companies whose Shares are included in the portfolio. None of these conditions are within the control of CIBC. Credit Risk The obligation to make payments under the GICs is an obligation of CIBC and thus the likelihood that you will receive the payment owing to you in connection with the GICs will depend upon the financial health and creditworthiness of CIBC. The GICs are eligible for CDIC coverage, subject to CDIC rules and regulations. Visit or call CDIC (2342) for details. Income Tax You should consider the income tax consequences of an investment in the GICs. You will generally be required to include the full amount of each annual coupon payment in computing your income for the taxation year in which such payment is received. Potential Conflicts of Interest for CIBC CIBC and its affiliates perform a number of roles in relation to the GICs, and in the normal course of carrying on their respective business activities, which could result in decisions being made or actions being taken by CIBC or its affiliates which could be adverse to your interest in the GICs. CIBC, as the issuer of the GICs, has an obligation to pay the Coupon Amounts to you on each Coupon Payment and the Principal Amount to you on the Maturity. CIBC World Markets Inc. is the Calculation Agent for the GICs and will make all required calculations and determinations in respect of the GICs, including the calculation of Coupon Amounts payable by CIBC, and determining whether a Special Circumstance has occurred and, as a consequence thereof, whether certain actions which could have a material impact on you should be taken (including, for example, adjustments to the manner in which Coupon Amounts are to be calculated, the replacement of a Share with another share or postponing or accelerating payment of your Coupon Amounts or Principal Amount). Since CIBC is the issuer of the GICs and the Calculation Agent is an affiliate of CIBC, the Calculation Agent may have economic interests that are adverse to your interests. CIBC or one or more of its affiliates may, at present or in the future, publish research reports with respect to the Shares. This research is modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the Shares or the GICs. Any of these activities may affect the market value of the Shares. CIBC or its affiliates may from time to time buy or sell the Shares for their own account for business reasons or in connection with hedging their obligations under the GICs, or, where such affiliate is a trustee, for account of the trust. Also, CIBC or its affiliates may issue or underwrite other financial instruments with returns linked to the trading prices of the Shares. These trading and underwriting activities could affect the prices of the Shares in a manner that is adverse to your interests in the GICs. In addition, CIBC or its affiliates may, where permitted, accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of commercial or investment banking or other business with issuers, the securities of which are represented by the Shares and may act with respect to such business in the same manner as it would if the GICs did not exist, regardless of whether any such action might have an adverse effect on the return payable in respect of the GICs. 5

6 due May 4, 216 HISTORICAL PERFORMANCE OF THE SHARES All information in this relating to the Shares is derived from publicly available sources and is presented in this in summary form. As such, neither CIBC nor any investment dealer, broker or agent selling the GICs assumes any responsibility for the accuracy or completeness of such information. The charts showing historical price performances of the various Shares include month-end s from and including February 21 to and including February 211. Historical price performance of a Share will not necessarily predict future price performance of the Share. Coupon Amounts payable in respect of the GICs will not reflect any dividends declared on the Shares. The average dividend yield for the portfolio was 4.57% as of March 15, 211, which would represent aggregate dividends of 22.85% over the term of the GICs, assuming the dividend yield remains constant and the dividends are not reinvested. Source: Bloomberg, March 15, 211. references to "$" and "CAD" are to Canadian dollars, "USD" are to U.S. dollars, GBP are to British pounds, "GBp" are to British pounds expressed as pence, "EUR" are to Euros, and "CHF" are to Swiss Francs. AstraZeneca PLC AZN London GBp 39.6 Billion AstraZeneca PLC ( AstraZeneca ) is a holding company. Through its subsidiaries, the Group researches, manufactures and sells pharmaceutical and medical products. AstraZeneca focuses its operations on seven therapeutic areas: Gastrointestinal, Oncology, Cardiovascular, Respiratory, Central Nervous System, Pain Control, Anaesthesia and Infection. 4, 3,5 3, 2,5 2, 1,5 1, AstraZeneca PLC (GBp) Credit Suisse Group AG CSGN SIX Swiss CHF 45.6 Billion Credit Suisse Group AG ("Credit Suisse") is an international financial services group. Credit Suisse provides investment banking, private banking, and asset management services to customers located around the world Credit Suisse Group AG (CHF) The Coca-Cola Company KO NYSE USD Billion The Coca-Cola Company ( Coca-Cola ) manufactures, markets, and distributes soft drink concentrates and syrups. Coca-Cola also distributes and markets juice and juice-drink products. Coca-Cola distributes its products to retailers and wholesalers in the United States and internationally The Coca-Cola Company (USD)

7 due May 4, 216 Deutsche Telekom AG DTE Xetra EUR 42. Billion Deutsche Telekom AG ( DeutscheTelekom ) offers telecommunications services. Deutsche Telekom offers a full range of fixed-line telephone services, mobile communications services, Internet access, and combined information technology and telecommunications services for businesses Deutsche Telekom AG (EUR) Intel Corporation INTC NASDAQ USD 11.7 Billion Intel Corporation ("Intel") designs, manufactures, and sells computer components and related products. Intel's major products include microprocessors, chipsets, embedded processors and microcontrollers, flash memory products, graphics products, network and communications products, systems management software, conferencing products, and digital imaging products Intel Corporation (USD) McDonald s Corporation MCD NYSE USD 78.4 Billion McDonald's Corporation ("McDonalds") operates and franchises fast-food restaurants worldwide. McDonalds franchised and company operated fast food restaurants offer a variety of low price foods in locations around the world McDonald's Corporation (USD) Royal Bank of Canada RY TSX CAD 85. Billion Royal Bank of Canada ( Royal Bank ) is a diversified financial services company. Royal Bank provides personal and commercial banking, wealth management services, insurance, corporate and investment banking, and transaction processing services. Royal Bank offers its services to personal, business, public sector and institutional clients with operations worldwide Royal Bank of Canada (CAD)

8 due May 4, 216 Tesco plc TSCO London GBp 3.8 Billion Tesco plc ("Tesco") is a food retailer. Tesco operates stores in the United Kingdom, Republic of Ireland, Czech Republic, Hungary, Poland, Slovakia, Turkey, Japan, Malaysia, South Korea, Taiwan, and Thailand Tesco plc (GBp) Total SA FP Euronext (Paris) EUR 95.4 Billion Total SA ("Total SA") explores for, produces, refines, transports, and markets oil and natural gas. Total SA also operates a chemical division which produces polypropylene, polyethylene, polystyrene, rubber, paint, ink, adhesives, and resins. Total SA operates gasoline filling station in Europe, the United States, and Africa Total SA (EUR) TransCanada Corporation TRP TSX CAD 26.6 Billion TransCanada Corporation ("TransCanada") is the parent company of TransCanada PipeLines Limited. TransCanada is focused on natural gas transmission and power services. TransCanada's network of pipeline transports the majority of Western Canada's natural gas production to markets in Canada and the United States. TransCanada also has interests in power plants in Canada and the United States TransCanada Corporation (CAD)