Information Statement

Transcription

1 Information Statement Dated February 3, 2006 Canadian Imperial Bank of Commerce GLOBAL ASSET GROWTH DEPOSIT NOTES SERIES 1 Due April 19, 2013 Price: $ per Deposit Note

2 Canadian Imperial Bank of Commerce ( CIBC ) has taken all reasonable care to ensure that the facts stated in this Information Statement in relation to the Deposit Notes (as defined below) are true and accurate in all material respects and that there are no other material facts in relation to the Deposit Notes the omission of which would make any statement herein, whether of fact or opinion, misleading as of the date hereof. No person has been authorized to give any information or to make any representations other than those that may be contained in: (a) this Information Statement, (b) any amendments made from time to time to this Information Statement, or (c) any supplementary terms and conditions provided in any related global deposit note lodged with a depositary or other definitive replacement deposit note therefor, in connection with the offering or sale of the Deposit Notes and, if given or made, such information or representations must not be relied upon as having been authorized. Neither the delivery of this Information Statement nor the issue of the Deposit Notes nor any sale thereof will, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of CIBC since the date hereof. This Information Statement does not constitute an offer or invitation by anyone in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or invitation. The distribution of this Information Statement and the offering or sale of the Deposit Notes in some jurisdictions may be restricted by law. Persons into whose possession this Information Statement comes are required by CIBC and the Selling Agent to inform themselves about and to observe any such restriction. This Information Statement constitutes an offering of the Deposit Notes only in those jurisdictions and to those persons where and to whom they may be lawfully offered for sale, and then only through persons duly qualified to effect such sales. The Deposit Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act ), and subject to certain exceptions, may not be offered or sold within the United States or to U.S. persons as contemplated under the U.S. Securities Act and the regulations thereunder. No securities commission or similar authority has in any way passed upon the merits of the Deposit Notes and any representation to the contrary may be an offence. In this Information Statement, capitalized terms will have the meanings ascribed to them and references to $ are to Canadian dollars and US$ are to U.S. dollars.

3 Table of Contents for Information Statement Dated February 3, 2006 Canadian Imperial Bank of Commerce Global Asset Growth Deposit Notes Series 1 Due April 19, 2013 SUMMARY... 3 VARIABLE INTEREST CALCULATION... 5 How Variable Interest is Calculated...5 Related Definitions...6 Hypothetical Example Calculations...8 THEORETICAL HISTORICAL RETURNS...11 DESCRIPTION OF THE DEPOSIT NOTES...12 Issue...12 Principal Amount and Minimum Subscription...12 Maturity & Repayment of Principal Amount...12 Variable Interest...12 Secondary Trading of Deposit Notes...12 Special Circumstances...13 Forms of the Deposit Notes...16 Status and Credit Rating...17 Plan of Distribution...18 FundSERV...18 Notification...20 Investors Right of Rescission...20 CANADIAN FEDERAL INCOME TAX CONSIDERATIONS...20 Variable Interest...20 Disposition of Deposit Notes...20 Eligibility for Investment by Registered Plans...21 Non-Resident Withholding Tax...21 THE PORTFOLIO...21 Crude Oil...21 Copper...22 Aluminum...22 ishares Lehman 20+ Year Treasury Bond Fund...23 Dow Jones EURO STOXX 50 Index...24 Dow Jones Industrial Average SM Index...25 Nikkei 225 Index...26 S&P/TSX 60 Index...26 Disclaimers...27 INDEX OF DEFINED TERMS...30 RISK FACTORS TO CONSIDER...31 Page

4 SUMMARY The following is a summary only and is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this Information Statement. Capitalized terms that are used but not defined in this summary are defined elsewhere in the Information Statement. See page 30 for an index of defined terms. Global Asset Growth Deposit Notes, Series 1 (each a Deposit Note ) are issued by Canadian Imperial Bank of Commerce. The Deposit Notes are linked to the weighted performances of (1) four equity indexes, (2) three commodities, and (3) a bond fund (each an Asset and collectively, the Assets ), as follows: Dow Jones EURO STOXX 50 Index (20%) Dow Jones Industrial Average Index (10%) Nikkei 225 Index (20%) S&P/TSX 60 Index (20%) Aluminum, Copper, Crude Oil (20%) ishares Lehman 20+ Year U.S. Treasury Bond Fund (10%) On the Maturity Date, the Investor will receive in Canadian dollars (i) the Principal Amount of the Deposit Notes, plus (ii) an amount of interest linked to the performances of the Assets in the Portfolio. Variable Interest, if any, on a Deposit Note will be the sum of the Weighted Asset Returns. Each Asset Return will be the average percentage change (which may be positive or negative) measured from the Issue Date to each of 13 monthly Averaging Dates occurring in the months immediately preceding the Maturity Date. No Variable Interest will be paid on the Deposit Notes if the sum of the Weighted Asset Returns is not positive. The Participation Rate is 100%, subject to adjustment upon the occurrence of an Extraordinary Event. Prospective Investors should carefully consider with their advisors the suitability of the Deposit Notes in light of their investment objectives and the information in this Information Statement, and should carefully consider certain risk factors associated with an investment in the Deposit Notes, including those set out below under RISK FACTORS TO CONSIDER starting on page 29. See below for further details. Issuer: Principal Amount: The Deposit Notes will be issued by Canadian Imperial Bank of Commerce ( CIBC ). The Deposit Notes will be sold in a denomination of $ per Deposit Note (the Principal Amount ), with a minimum subscription of fifty (50) Deposit Notes per holder (each an Investor ). Issue Price: Price to the Investor (1) Selling Agent s Commission Proceeds to CIBC (2) $ (Par) per Deposit Note $4.00 $96.00 (1) The price to be paid by each Investor upon issuance (the Issue Price ) has been determined by negotiation between CIBC and CIBC World Markets Inc. (the Selling Agent ). (2) Before deduction of expenses of issue that, together with the Selling Agent s commissions, will be paid by CIBC out of its general funds. Issue Date: Maturity Date/Term: Amounts Payable At Maturity: Principal Amount Payment: The Portfolio: The Deposit Notes will be issued on or about April 19, 2006 (the actual date of issuance being the Issue Date ). The Deposit Notes will mature on April 19, 2013 (the Maturity Date ), resulting in a term to maturity of approximately seven (7) years. The amount payable under a Deposit Note on the Maturity Date will be equal to the sum of (i) the Principal Amount, plus (ii) Variable Interest (subject to the provisions outlined under DESCRIPTION OF DEPOSIT NOTES Special Circumstances set out below), if any. An Investor will be paid on the Maturity Date the full Principal Amount of $ per Deposit Note, regardless of the performance of the Assets. The Deposit Notes cannot be redeemed or retracted prior to the Maturity Date. Variable Interest (if any) payable under the Deposit Notes is linked to the weighted performances of the Assets in the Portfolio, namely: (1) the price versions of the Dow Jones EURO STOXX 50 Index (20%), the Dow Jones Industrial Average Index 3

5 Variable Interest Payment: (10%), the Nikkei 225 Index (20%) and the S&P/TSX 60 Index (20%); (2) the total return of the ishares Lehman 20+ Year Treasury Bond Fund (10%); and (3) the reference prices of three equally-weighted Commodities (being aluminum, 6⅔; copper, 6⅔; and crude oil, 6⅔). Each Asset is more completely described below under THE PORTFOLIO. An Investor will be paid interest ( Variable Interest ), if any, in Canadian dollars on the Maturity Date (subject to the provisions outlined under DESCRIPTION OF DEPOSIT NOTES Special Circumstances set out below). An Investor cannot elect to receive Variable Interest prior to the Maturity Date. Variable Interest, if any, per Deposit Note will be in an amount equal to the result obtained using the following formula: Special Circumstances: Variable Interest = $ x Participation Rate x Portfolio Return Generally stated, the Portfolio Return will be the sum total (if positive) of the Weighted Asset Returns (positive and negative). An Asset Return will be the average percentage change from the Closing Value or Reference Price of an Asset on the Issue Date to the Closing Value or Reference Price of that Asset on each of 13 monthly Averaging Dates occurring in the months immediately preceding the Maturity Date. No Variable Interest will be paid on the Deposit Notes if the sum of the Weighted Asset Returns is not positive. The Participation Rate will be 100%, subject to adjustment upon the occurrence of an Extraordinary Event. See Variable Interest Calculation starting on page 5 below for the precise formula for determining Variable Interest, the related definitions and for two example calculations. Also see DESCRIPTION OF DEPOSIT NOTES starting on page 11 for further details. If a Market Disruption Event in respect of an Asset occurs on a day on which the Closing Value or Reference Price of that Asset is to be determined for calculating Variable Interest, determination of that Closing Value or Reference Price will be postponed to a later date. In certain circumstances where there is no Initial Price or Valuation Price for an Asset, CIBC may estimate its price or value. If a Market Disruption Event is continuing for eight consecutive Exchange Business Days, CIBC may elect to accelerate the determination and payment of Variable Interest, if any, payable on the Deposit Notes. In certain circumstances, in lieu of accelerating the payment of Variable Interest, CIBC may use an alternate Exchange or Price Source to determine the Closing Value or Reference Price of an Asset, or replace the Closing Value or Reference Price for an Asset with an alternate reference value or basis for determining the Closing Value or Reference Price of that Asset. The occurrence of an Extraordinary Event in respect of an Asset may result in CIBC estimating the value of the affected Asset, accelerating the payment of Variable Interest (if any) and/or changing the way it is calculated. However, the Principal Amount of each Deposit Note will not be repaid until the Maturity Date in any event. See DESCRIPTION OF DEPOSIT NOTES Special Circumstances starting on page 13. Eligibility for Investment: The Deposit Notes, if issued on the date of this Information Statement, would be qualified investments under the Income Tax Act (Canada) for trusts governed by RRSPs, RRIFs, RESPs and DPSPs (other than a trust governed by a DPSP to which contributions are made by CIBC or a person or partnership with which CIBC does not deal at arm s length within the meaning of such Act). Secondary Market: Where an Investor purchases Deposit Notes through dealers using FundSERV, such dealers may not be able to accommodate a purchase of Deposit Notes through certain registered plans. Investors should consult their financial advisors as to whether their orders for Deposit Notes will be made through FundSERV and any limitations on their ability to purchase Deposit Notes through registered plans. CIBC World Markets Inc. will maintain a secondary market for the Deposit Notes, but reserves the right not to do so in the future in its sole discretion, without providing prior notice to Investors. The Deposit Notes will not be listed on any stock exchange. 4

6 An Investor who sells a Deposit Note to CIBC World Markets Inc. will receive sales proceeds equal to the bid price for the Deposit Note minus any applicable Early Trading Charge. See DESCRIPTION OF DEPOSIT NOTES -Secondary Trading of Deposit Notes starting on page 12 below. A sale of Deposit Notes originally purchased through FundSERV will be subject to certain additional procedures and limitations established by FundSERV. See DESCRIPTION OF DEPOSIT NOTES FundSERV starting on page 18 below. Book-Entry Registration: Status: Credit Rating: Tax Considerations: Risk Factors: The Deposit Notes will be evidenced by a single global deposit note held by a depositary (initially being The Canadian Depository for Securities Limited), or its nominee on its behalf, as registered holder of the Deposit Notes. Registration of interests in and transfers of the Deposit Notes will be made only through its bookentry system. Subject to certain limited exceptions, no Investor will be entitled to any certificate or other instrument from CIBC or the depositary evidencing the ownership thereof and no Investor will be shown on the records maintained by the depositary except through an agent who is a participant of the depositary. See DESCRIPTION OF DEPOSIT NOTES Forms of the Deposit Notes starting on page 16 below. The Deposit Notes will constitute direct, unsubordinated and unsecured obligations of CIBC ranking pari passu among themselves with all other direct, unsubordinated and unsecured indebtedness of CIBC outstanding from time to time. Investors will not have the benefit of any insurance under the provisions of the Canada Deposit Insurance Corporation Act or any other similar legislation. The Deposit Notes have not been specifically rated by any rating agency. However, the deposit liabilities of CIBC with a term to maturity of more than one year (which would include CIBC's obligations under the Deposit Notes) are rated A (high) by Dominion Bond Rating Service, Aa3 (stable outlook) by Moody's Rating Service, AAby Fitch Ratings and A+ (negative outlook) by Standard & Poor s. 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. An Investor should consider the income tax considerations of an investment in the Deposit Notes. An Investor should also consider the income tax consequences of a disposition of the Deposit Notes prior to maturity. See CANADIAN FEDERAL INCOME TAX CONSIDERATIONS below on page 19 for a summary of certain Canadian federal income tax considerations generally applicable to the Deposit Notes. A person should consider carefully certain risk factors set out on page 31 before reaching a decision to buy the Deposit Notes. How Variable Interest is Calculated VARIABLE INTEREST CALCULATION Each Deposit Note will bear interest (referred to as Variable Interest) payable in Canadian dollars, without any need for the Investor to elect or otherwise take any action. Variable Interest, if any, will be paid on the Maturity Date (subject to (i) postponement of the determination of the amount of Variable Interest due to a Market Disruption Event or (ii) the earlier occurrence of an Extraordinary Event, as described under ERROR! REFERENCE SOURCE NOT FOUND. Special Circumstances starting on page 13 below). Variable Interest, if any, per Deposit Note payable on the Maturity Date will be an amount in Canadian dollars equal to the result obtained using the following formula: Variable Interest = $ x Participation Rate x Portfolio Return The amount of Variable Interest that may be payable on the Maturity Date is uncertain. There is a possibility that an Investor may not receive any Variable Interest. An Investor will definitely not receive any Variable Interest unless the total of the Weighted Asset Returns is greater than zero. 5

7 Related Definitions Asset Return means, in respect of an Asset, the number (which may be positive or negative) expressed as a percentage (rounded to two decimal places) that is equal to the average of all Averaging Date Returns for all Averaging Dates for that Asset. Asset Weighting means, in respect of Commodities (equally-weighted between aluminum, 6⅔; copper, 6⅔; and crude oil, 6⅔); the Dow Jones EURO STOXX 50 Index, 20%; the Dow Jones Industrial Average Index, 10%; the Nikkei 225 Index, 20%; S&P/TSX 60 Index, 20%; and the ishares Lehman U.S. Treasury 20+ Year Bond Fund, 10%; subject to any adjustments that may be made upon the occurrence of an Extraordinary Event pursuant to the provisions of Extraordinary Event as set out below under DESCRIPTION OF DEPOSIT NOTES- Special Circumstances Averaging Date means the 19 th day of the month for each of thirteen (13) consecutive months immediately preceding the Maturity Date, provided that (i) the last occurring Averaging Date will be the second Banking Day for that Asset immediately preceding the Maturity Date, and (ii) if any such day is not an Exchange Business Day for an Asset, then the applicable Averaging Date for that Asset will be the next succeeding Exchange Business Day. The occurrence of an Averaging Date is subject to the provisions set out below under DESCRIPTION OF THE DEPOSIT NOTES - Special Circumstances. Averaging Date Price means, in respect of an Asset and an Averaging Date, the Closing Value or Reference Price of that Asset determined on the relevant Averaging Date, subject to the provisions set out below under DESCRIPTION OF DEPOSIT NOTES Special Circumstances. Averaging Date Return means, in respect of an Asset and an Averaging Date, a number (which may be positive or negative) expressed as a percentage rounded to two decimal places equal to the result obtained using the following formula: Averaging Date Price Initial Price Initial Price 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. Closing Value means, in respect of an Asset (other than a Commodity), the official closing price, level or value (as the case may be) for the Asset as announced by the applicable Price Source, provided that, if on or after the Issue Date such Price Source materially changes the time of day at which such official closing price, level or value is determined or no longer announces such official closing price, level or value, CIBC may thereafter deem the Closing Value to be the price, level or value of such Asset as of the time of day used by such Price Source to determine the official closing price, level or value prior to such change or failure to announce. Commodity means each of aluminum, copper and crude oil (and collectively, the Commodities ), as more completely described below under THE PORTFOLIO. Exchange means (i) in respect of an Asset (other than a Commodity), any exchange or trading system from which prices of securities are used from time to time in the computation of the Closing Value of such Asset, (ii) in respect of crude oil, the New York Mercantile Exchange or its successor, and (iii) in respect of copper and aluminum, The London Metal Exchange or its successor, subject to the provisions set out below under DESCRIPTION OF DEPOSIT NOTES Special Circumstances. Exchange Business Day means, in respect of an Asset, any day on which the Exchange and Related Exchange for that Asset are scheduled to be open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time. Initial Price means, in respect of an Asset, the Closing Value or Reference Price (as the case may be) of that Asset on the Issue Date, subject to the provisions set out below under DESCRIPTION OF DEPOSIT NOTES Special Circumstances. Participation Rate means 100%, subject to any adjustment that may be made upon the occurrence of an Extraordinary Event pursuant to the provisions of Extraordinary Event as set out below under DESCRIPTION OF DEPOSIT NOTES Special Circumstances. Portfolio Return means the sum of the Weighted Asset Returns (which in each case may be positive or negative), provided that, if such total is not positive, then the Portfolio Return shall be nil and no Variable Interest shall be payable on the Deposit Notes. 6

8 Price Source means, in respect of an Asset, the entity that calculates and publishes the Closing Value or Reference Price for that Asset on the Issue Date (or, where such Asset has been substituted into the Portfolio for another Asset, on the date of such substitution), or any Successor Source. Reference Price for a Commodity (subject to the provisions set out below under DESCRIPTION OF DEPOSIT NOTES Special Circumstances ), means: (i) (ii) (iii) for aluminum, the official offer price per tonne of high grade primary aluminum on the LME for delivery on the date that is three months following that Valuation Date, specified in U.S. dollars, as determined by the LME on that Valuation Date; for copper, the official offer price per tonne of copper-grade A on The London Metal Exchange Limited or its successor (the LME ) for delivery on the date that is three months following that Valuation Date, specified in U.S. dollars, as determined by the LME on that Valuation Date; and for crude oil, the official closing price per barrel of light sweet crude oil on the New York Mercantile Exchange or its successor (the NYMEX ) on the first futures contract to expire following that Valuation Date, stated in U.S. dollars, as made public by the NYMEX on that Valuation Date. Related Exchange means, in respect of an Asset, any exchange or trading system on which futures or options on such Asset are listed from time to time. Scheduled Closing Time means, in respect of an Exchange or Related Exchange and an Exchange Business Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Exchange Business Day, without regard to after hours or any other trading outside of the regular trading session hours. Successor Source means, in respect of an Asset, any entity that succeeds a Price Source in respect of such Asset and continues calculation and publication of such Closing Value or Reference Price for that Asset, provided that such successor is acceptable to CIBC. Weighted Asset Return means, in respect of an Asset, a number expressed as a percentage (rounded to two decimal places) equal to the product of (i) the applicable Asset Weighting and (ii) the Asset Return for that Asset. The amount of Variable Interest, if any, that may be payable on the Maturity Date is uncertain. There is a possibility that an Investor may not receive any Variable Interest at maturity. No Variable Interest will be payable if the Portfolio Return (i.e., sum of the Weighted Asset Return) is not positive. 7

9 Hypothetical Example Calculations The examples set out below demonstrate how Variable Interest is to be calculated pursuant to the above formula and are included for illustration purposes only. The Closing Values or Reference Prices of the Assets used to illustrate the calculation of Variable Interest are not estimates or forecasts of the Closing Values or Reference Prices of the Assets for the various Averaging Dates. All examples assume the Investor has purchased a single Deposit Note. Example #1: Assumed Closing Values and Reference Prices demonstrate an overall positive performance of the Assets resulting in Variable Interest being paid to the Investor. Closing Price / Return (%) TIME Nikkei 225 DJ EURO STOXX 50 S&P/TSX 60 DJIA ishares Bond Fund Aluminum Copper Crude Oil Issue Date 16, , , , , /19/ /19/ /19/ /19/ /19/ /19/ /19/ /19/ /19/ /19/ /19/ /19/ /17/2013 Asset Return Asset Weighting Weighted Asset Return 23,067.65/ 43.18% 23,472.82/ 45.69% 22,673.68/ 40.73% 22,183.76/ 37.69% 23,031.20/ 42.95% 22,675.61/ 40.74% 24,377.05/ 51.30% 24,809.75/ 53.99% 25,200.84/ 56.42% 26,117.34/ 62.10% 26,049.62/ 61.68% 26,531.43/ 64.67% 25,944.71/ 61.03% 6,306.75/ 76.22% 5,865.50/ 63.89% 5,445.75/ 52.16% 5,490.66/ 53.42% 5,164.96/ 44.32% 5,113.77/ 42.89% 5,267.51/ 47.18% 6,005.52/ 67.80% 6,426.31/ 79.56% 6,748.08/ 88.55% 7,490.46/ % 7,539.93/ % 7,369.83/ % / 42.30% / 43.62% / 48.19% / 51.72% / 46.91% / 43.01% / 48.26% / 45.70% / 41.76% / 45.96% / 55.87% / 56.31% / 49.23% 15,580.41/ 45.37% 15,455.25/ 44.21% 15,087.00/ 40.77% 15,563.64/ 45.22% 15,961.68/ 48.93% 15,544.70/ 45.04% 15,768.87/ 47.13% 15,968.99/ 49.00% 15,169.08/ 41.54% 16,873.51/ 57.44% 15,677.19/ 46.28% 15,902.02/ 48.37% 15,920.19/ 48.54% 95.93/ 4.39% 88.33/ -3.88% 99.09/ 7.82% 97.57/ 6.17% / 19.99% 93.50/ 1.74% 87.84/ -4.42% / 10.69% 98.33/ 7.00% 99.36/ 8.12% / 16.99% / 12.86% 99.74/ 8.53% 2,628.12/ 15.02% 2,262.21/ -1.00% 2,579.13/ 12.87% 2,863.03/ 25.30% 3,293.00/ 44.11% 3,359.81/ 47.04% 3,797.53/ 66.19% 4,253.92/ 86.17% 4,765.27/ % 5,099.31/ % 5,660.98/ % 5,830.91/ % 5,715.16/ % 5,965.51/ 34.57% 5,522.30/ 24.57% 5,065.22/ 14.26% 4,963.92/ 11.98% 5,212.98/ 17.59% 5,734.36/ 29.36% 6,307.86/ 42.29% 6,561.08/ 48.01% 6,430.84/ 45.07% 6,881.30/ 55.23% 7,707.94/ 73.88% 7,631.37/ 72.15% 7,478.99/ 68.71% 88.21/ 44.51% 82.22/ 34.70% 83.27/ 36.42% 85.15/ 39.50% 88.56/ 45.09% 93.68/ 53.47% 86.20/ 41.22% 97.95/ 60.47% 96.51/ 58.11% 92.92/ 52.23% 88.21/ 44.51% 97.33/ 59.45% 89.40/ 46.46% 50.94% 72.45% 47.60% 46.76% 7.38% 75.42% 41.36% 47.40% 20.00% 20.00% 20.00% 10.00% 10.00% 6.67% 6.67% 6.67% 10.19% 14.49% 9.52% 4.68% 0.74% 5.03% 2.76% 3.16% Portfolio Return = Sum of Weighted Asset Returns = 50.57% Therefore, Variable Interest = $ x 100% x 50.57% = $50.57 (equivalent annual compounded rate of return = 6.02%) In the above hypothetical example, the sum of the Weighted Asset Returns is 50.57%. This would result in Variable Interest of $50.57 per Deposit Note together with the $100 Principal Amount payable to the Investor on the Maturity Date. As such, the Investor would receive a total payment of $ per Deposit Note on the Maturity Date. 8

10 Example #2: Assumed Closing Values and Reference Prices reflect poor performance of the Assets resulting in no Variable Interest being paid to the Investor. Closing Price / Return (%) TIME Nikkei 225 DJ EURO STOXX 50 S&P/TSX 60 DJIA ishares Bond Fund Aluminum Copper Crude Oil Issue Date 16, , , , , /19/ /19/2012 6/19/ /19/ /19/ /19/ /19/ /19/ /19/ /19/ /19/ /19/ /17/2013 Asset Return Asset Weighting Weighted Asset Return 15,756.11/ -2.21% 15,092.02/ -6.33% 15,263.57/ -5.26% 15,264.40/ -5.26% 16,574.20/ 2.87% 15,911.96/ -1.24% 16,707.64/ 3.70% 16,039.50/ -0.45% 15,237.60/ -5.42% 15,237.98/ -5.42% 15,695.15/ -2.58% 16,323.82/ 1.32% 16,161.50/ 0.31% 3,207.70/ % 3,308.09/ -7.57% 3,308.32/ -7.56% 3,038.44/ % 3,370.11/ -5.83% 3,302.80/ -7.72% 3,171.68/ % 3,140.38/ % 3,109.01/ % 3,078.83/ % 2,956.59/ % 2,839.27/ % 2,697.56/ % / % / -5.95% / % / % / % / % / % / % / % / % / % / % / % 9,039.27/ % 9,932.15/ -7.33% 10,151.26/ -5.28% 10,263.30/ -4.24% 9,602.03/ % 9,718.41/ -9.32% 8,719.15/ % 9,070.99/ % 9,630.13/ % 8,475.29/ % 8,131.22/ % 8,131.95/ % 8,576.00/ % 87.54/ -4.74% 90.50/ -1.52% 92.57/ 0.73% 95.41/ 3.82% 95.12/ 3.50% 94.90/ 3.26% 93.17/ 1.38% 94.69/ 3.04% 93.53/ 1.77% 91.39/ -0.55% 90.34/ -1.70% 87.54/ -4.74% 88.91/ -3.25% 2,285.94/ 0.04% 2,194.58/ -3.96% 2,107.07/ -7.79% 2,023.72/ % 1,943.05/ % 1,943.81/ % 1,924.40/ % 1,829.12/ % 1,719.81/ % 1,703.19/ % 1,652.76/ % 1,603.47/ % 1,572.22/ % 4,167.68/ -5.99% 4,167.77/ -5.98% 4,126.88/ -6.91% 4,045.10/ -8.75% 4,004.66/ -9.66% 3,764.58/ % 3,614.35/ % 3,505.97/ % 3,331.18/ % 3,165.24/ % 3,165.45/ % 3,134.02/ % 3,134.90/ % 55.75/ -8.67% 52.27/ % 53.60/ % 51.30/ % 53.23/ % 51.92/ % 51.45/ % 50.19/ % 51.19/ % 55.15/ -9.65% 50.85/ % 48.38/ % 46.86/ % -2.00% % % % 0.08% % % % 20.00% 20.00% 20.00% 10.00% 10.00% 6.67% 6.67% 6.67% -0.40% -2.58% -4.67% -1.43% 0.01% -1.17% -1.19% -1.02% Portfolio Return = Sum of Weighted Asset Returns = % Therefore, Variable Interest = $ x 100% x (nil) = nil (equivalent annual compounded rate of return = 0.00%) In the above example, the sum of the Weighted Asset Returns (i.e., %) is less than zero. As such, the Investor will not be paid any Variable Interest on the Maturity Date. Nevertheless, the Investor would still receive repayment of the full $100 Principal Amount per Deposit Note on the Maturity Date. 9

11 What should be learned from the examples and formula for Variable Interest Investors should note that, although the Variable Interest that may be payable on maturity is generally correlated to the future price performance of the Assets, Variable Interest will depend upon the timing and extent of the rises and falls in the Closing Values and Reference Prices of the Assets over the term to maturity. Specifically: There is no cap or maximum amount of Variable Interest payable on the Deposit Notes. As a result of the averaging feature over the last thirteen (13) months prior to the Maturity Date, the amount of Variable Interest payable on the Deposit Notes may be greater or less than the actual returns of the Assets in the Portfolio. Generally, investing in the Deposit Notes will not offer the same return as a direct investment in the Assets. The amount of Variable Interest, if any, that may be payable on the Maturity Date is uncertain. It is possible that an Investor may not receive any Variable Interest at maturity. No Variable Interest will be payable if the Portfolio Return (i.e., sum of the Weighted Asset Returns) is not positive. The full Principal Amount per Deposit Note will be paid on the Maturity Date regardless of the actual price performance of the Assets. Investing in the Deposit Notes is subject to various risks. See RISK FACTORS TO CONSIDER starting on page 31 below. 10

12 THEORETICAL HISTORICAL RETURNS The chart below shows the distribution of what the historical Portfolio Returns (expressed as an annually compounded rate of return) would have been had the Deposit Notes been issued every month beginning on January 29, 1993 * up to and including December 31, 1998 (having maturities between 2000 and 2005) for a total of 72 observations. See the summary of the distributions of the theoretical historical returns below. Historical performance shown below does not necessarily predict future performance of the Deposit Notes. 50% 45% 40% 35% 30% 25% 25.0% 26.4% Frequency 20% 15% 10% 18.1% 13.9% 6.9% 9.7% 5% 0% < 2% 2% to 4% 4% to 6% 6% to 8% 8% to 10% > 10% Annual Compounded Return Annually Compounded Rates of Return 81.9% of the time such annual returns would have been 2% or better. 56.9% of the time such annual returns would have been 4% or better. 43.0% of the time such annual returns would have been 6% or better. 36.1% of the time such annual returns would have been 8% or better. Summary of Distributions of Historical Returns For monthly issue dates from January 29, 1993 to December 31, Annual Compounded Return Average 6.1% Highest 12.3% Lowest 0.7% 26.4% of the time such annual returns would have been 10% or better. * As the ishares Lehman 20+ Year Bond Fund did not exist prior to August 2002, the historical performance of this fund was estimated for the period prior to its inception date. Estimations for the missing data points were based on the historical performance of the CIBC BIGAR Composite Bond Index for the applicable time period. 11

13 Issue DESCRIPTION OF THE DEPOSIT NOTES Global Asset Growth Deposit Notes, Series 1 will be issued by CIBC on the Issue Date. CIBC reserves the right to issue the Deposit Notes in an aggregate number as CIBC may determine in its absolute discretion. Principal Amount and Minimum Subscription Each Deposit Note will be issued in a face amount of $ (also referred to as the Principal Amount). The minimum subscription per Investor will be 50 Deposit Notes. Maturity & Repayment of Principal Amount Each Deposit Note matures on the Maturity Date, on which date the Investor will receive the Principal Amount (i.e., $ per Deposit Note). However, if the Maturity Date does not occur on a Banking Day, then the Maturity Date will be deemed to occur on the next following Banking Day and no additional interest or other compensation will be paid in respect of such postponement. Variable Interest Variable Interest, if any, payable on the Maturity Date will be determined by CIBC in accordance with the formula and related definitions specified under VARIABLE INTEREST CALCULATION starting on page 5 above. An Investor cannot elect to receive Variable Interest before the Maturity Date. The amount of Variable Interest (if any) will depend upon the performance of the Assets in the Portfolio. It is possible that no Variable Interest will be payable on the Deposit Notes. No Variable Interest will be paid if the Portfolio Return (i.e., sum of the Weighted Asset Returns) is not positive. Variable Interest (if any) will be paid on the Maturity Date without any need for the Investor to elect or otherwise take any action (subject to the provisions outlined under Special Circumstances below). However, the timing and manner of determining Variable Interest may be affected by the occurrence of other events. Accordingly, the payment of any Variable Interest will be made by CIBC on the second Banking Day immediately following the determination of the Portfolio Return, which may be later than the Maturity Date. Generally stated, the payment date for Variable Interest will be the Maturity Date unless the determination of the Closing Value or Reference Price (as the case may be) for an Asset used in the calculation of Variable Interest is postponed as described under Special Circumstances below. No interest or other compensation will be paid in respect of such postponement. Secondary Trading of Deposit Notes Secondary Market An Investor cannot elect to receive the Principal Amount prior to the Maturity Date and the Deposit Notes will not be listed on any stock exchange. However, CIBC World Markets Inc. will maintain a secondary market for the Deposit Notes, but reserves the right not to do so in the future in its sole discretion, without providing prior notice to the Investors. See also FundSERV below for details in respect of secondary market trading through FundSERV. The sale of a Deposit Note to CIBC World Markets Inc. will be effected at a price equal to (i) the bid price for the Deposit Note minus (ii) any applicable Early Trading Charge. The bid price of a Deposit Note at any time will generally be dependent upon, among other things, (i) how much the Closing Values or Reference Prices of the Assets have risen or fallen since the Issue Date and their performances concluded up to such time, (ii) the fact that the $100 Principal Amount of the Deposit Note is payable on the Maturity Date regardless of the Closing Value or Reference Price of any Asset at any time and regardless of the aggregate performance of the Assets up to such time, (iii) whether, at such time, the forward price of an Asset is higher or lower than the Initial Price of that Asset, (iv) which Assets remain in the Portfolio at such time, and (v) a number of other interrelated factors, including, without limitation, volatility in the Closing Values or Reference Prices of the Assets, prevailing interest rates, the time remaining to the Maturity Date, and the market demand for the Deposit Notes. The relationship among these factors is complex and may also be influenced by various political, economic and other factors that can affect the trading price of a Deposit Note. In particular, Investors should realize that one important factor that will significantly affect the bid price of a Deposit Note at any time prior to maturity is the current forward contract price of each Commodity having an expiration date closest to the next Valuation Date. Generally speaking, the spot or cash prices of the Commodities will not have 12

14 a material impact on the bid price of a Deposit Note until the Deposit Note is at or near the next Valuation Date. In addition, any change in the relationship between the Initial Price of a Commodity and the forward price of the Commodity for the forward contract with an expiration date closest to the next Valuation Date during the term of the Deposit Note will have a material impact on the secondary trading price of the Deposit Note. Investors should also realize that the trading price, especially during the first few years of the term, (a) might have a non-linear sensitivity to the rises and falls in the value of the Assets (i.e., the trading price of a Deposit Note might increase and decrease at a different rate compared to the respective percentage increases and decreases in the value of the Assets) and (b) may be substantially affected by changes in the level of interest rates independent of the performance of the Assets. The Early Trading Charge will apply during the first 360 days and will be equal to a percentage of the Principal Amount of the Deposit Note determined as follows: If Sold Within Early Trading Charge 90 days 6.30% 180 days 4.75% 270 days 3.20% 360 days 1.60% Thereafter Nil An Investor should be aware that any valuation price for the Deposit Notes appearing on his or her investment account statement, as well as any bid price quoted to the Investor to sell his or her Deposit Notes within the first 360 days, will be before the application of any applicable Early Trading Charge. An Investor wishing to sell Deposit Notes prior to the Maturity Date should consult with his or her investment advisor regarding any applicable Early Trading Charge. An Investor should consult his or her investment advisor on whether it would be more favourable in the circumstances at any time to sell the Deposit Note (assuming the availability of a secondary market) or hold the Deposit Note until the Maturity Date. An Investor should also consult his or her tax advisor as to the income tax consequences arising from a sale prior to the Maturity Date as compared to holding the Deposit Note until the Maturity Date (see DESCRIPTION OF DEPOSIT NOTES below). Special Circumstances Good Faith Determinations CIBC s calculations and determinations in respect of the Deposit Notes shall, absent manifest error, be final and binding on the Investors. Market Disruption Event If CIBC determines that a Market Disruption Event (as defined below) in respect of an Asset has occurred and is continuing on any date that but for that event would be a Valuation Date in respect of such Asset, then Variable Interest will be calculated (and the applicable Closing Value or Reference Price will be determined) on the basis that such Valuation Date will be postponed to the immediately following Exchange Business Day on which there is no Market Disruption Event in effect in respect of such Asset. However, there will be a limit for postponement of any Valuation Date. If on the eighth Exchange Business Day following the date originally scheduled as a Valuation Date, such Valuation Date has not occurred, then despite the occurrence of any Market Disruption Event in respect of such Asset on or after such eighth Exchange Business Day: (i) such eighth Exchange Business Day shall be the Valuation Date in respect of such Asset, and (ii) where on that eighth Exchange Business Day a Market Disruption Event in respect of such Asset has occurred and is continuing, then the Closing Value or Reference Price of such Asset for such Valuation Date used for determining the relevant price, level or value of such Asset in the calculation of Variable Interest will be a value determined by CIBC as at such Valuation Date taking into consideration the last available Closing Value or Reference Price for that Asset, any formula or method of calculating the Closing Value or Reference Price of that Asset, the relevant market circumstances on the Valuation Date, and any other information that in good faith CIBC deems relevant to the determination of a value for that Asset. Market Disruption Event means, in respect of an Asset, any bona fide event, circumstance or cause (whether or not reasonably foreseeable) beyond the reasonable control of CIBC or any person that does not deal at arm s length with CIBC which has or will have a material adverse effect on the ability of dealers generally to place, maintain or modify 13

15 hedges of positions in respect of such Asset. A Market Disruption Event may include, without limitation, any of the following events: (a) any suspension of or limitation imposed on the trading of an Asset (or in the case of an index, securities that comprise 20 percent or more of the level of such index) on the relevant Exchange or any futures or options contracts in respect of such Asset on a Related Exchange, whether by reason of movements in price exceeding limits permitted by the relevant Exchange or Related Exchange or otherwise; (b) the failure of a Price Source for an Asset to announce or publish the Closing Value or Reference Price for that Asset (or the information necessary for determining the Closing Value or Reference Price), or the temporary or permanent discontinuance or unavailability of the Price Source; (c) the closure ( Early Closure ) on any Exchange Business Day of the relevant Exchange(s) relating to the relevant Asset or any Related Exchange(s) prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange(s) or Related Exchange(s) at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such Exchange or Related Exchange on such Exchange Business Day and (ii) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the close of trading on such Exchange Business Day; (d) any event (other than an Early Closure) that disrupts or impairs (as determined by CIBC) the ability of market participants in general (i) to effect transactions in, or obtain market values for, on any relevant Exchange(s), the relevant Asset, or (ii) to effect transactions in, or obtain market values for, futures or options contracts relating to the relevant Asset on any relevant Related Exchange; (e) the failure on any Exchange Business Day of the relevant Exchange(s) of the relevant Asset or any Related Exchange(s) to open for trading during its regular trading session; (f) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which would make it unlawful or impracticable for CIBC to perform its obligations under the Deposit Notes or for equity dealers generally to place, maintain or modify hedges of positions in respect of such Asset; (g) the taking of any action by any governmental, administrative, legislative or judicial authority or power of Canada or any other country, or any political subdivision thereof, which has a material adverse effect on the financial markets of Canada or a country in which any applicable Exchange or Related Exchange is located; or (h) any outbreak or escalation of hostilities or other national or international calamity or crisis (including, without limitation, natural calamities) which has or would have a material adverse effect on the ability of CIBC to perform its obligations under the Deposit Notes or of equity dealers generally to place, maintain or modify hedges of positions with respect to such Asset or a material and adverse effect on the Canadian economy or the trading of securities generally on any applicable Exchange or Related Exchange. For purposes of an Extraordinary Event described below, subparagraphs (a), (c), (d) and (e) may be collectively referred to as an Exchange Disruption and subparagraph (b) may be referred to as a Price Source Disruption. Extraordinary Event If CIBC determines that one or more Market Disruption Events in respect of one or more Assets has occurred and is continuing, and if any such Market Disruption Event has continued for at least eight consecutive Exchange Business Days (an Extraordinary Event ), CIBC may, at its option upon notice to the Investors to be given effective on an Exchange Business Day (the date of such notification being the Extraordinary Event Notification Date ), elect to accelerate the determination and payment of Variable Interest, if any, on all outstanding Deposit Notes (and thus discharge its obligations in respect of Variable Interest). Upon such election, Variable Interest, if any, per Deposit Note will be determined and calculated as of the Extraordinary Event Notification Date, subject to the following: (i) The Closing Value or Reference Price of an Asset shall be determined as of the Extraordinary Event Notification Date; (ii) The Closing Value or Reference Price for any Asset in which a Market Disruption Event has occurred and is continuing shall be a value estimated by CIBC as at such date taking into consideration the last available Closing Value or Reference Price for that Asset, the relevant market circumstances on the Extraordinary Event Notification Date, and any other information that in good faith CIBC deems relevant for the determination of a Closing Value or Reference Price for such Asset; and 14

16 (iii) CIBC shall make such adjustments, if any, to the formula for calculating Variable Interest as CIBC reasonably determines appropriate to account for the fact that, as a consequence of the occurrence and continuance of an Extraordinary Event, the Closing Value or Reference Price is to be determined as of the Extraordinary Event Notification Date, rather than on the applicable Valuation Date or the second Banking Day prior to the Maturity Date (as the case may be) had an Extraordinary Event not occurred. Payment of Variable Interest per Deposit Note will be made on the tenth Banking Day after the Extraordinary Event Notification Date. In these circumstances, payment of the Principal Amount per Deposit Note will not be accelerated and will remain due and payable on the Maturity Date. If CIBC determines that an Extraordinary Event has occurred in respect of one or more Assets and the Extraordinary Event is the result of an Exchange Disruption or a Price Source Disruption, then, in lieu of accelerating the determination and payment of Variable Interest, CIBC may use an alternative Exchange or Price Source, as the case may be, to determine the Closing Value or Reference Price for an affected Asset, or replace the Closing Value or Reference Price for an affected Asset with an alternative reference source or basis for determining the Closing Value or Reference Price for that Asset which, in the reasonable determination of CIBC, most closely approximates the value for that Asset, and thereafter such alternative reference source or basis for determining the value may become the reference source for determining the Closing Value or Reference Price for such Asset in the future. Adjustments Due To Material Change in Content of Commodity or Reference Price Determination If at any time prior to the Maturity Date there occurs a material change in the content, composition or constitution of a Commodity as specified by the applicable Exchange or Price Source for determining the Reference Price of that Commodity, or there is a material change in any formula for or the method of calculating such Reference Price, CIBC may make such adjustments, as CIBC reasonably determines appropriate, to the Initial Price of that Commodity and/or formula for determining the Asset Return for such Commodity in order to account for such material change. Discontinuance or Modification of an Index If any index in the Portfolio (each an Index ) is (i) not calculated and announced by the Price Source existing on the Issue Date but is calculated and announced by a Successor Source, or (ii) replaced by a successor index using, in the determination of CIBC, the same or a substantially similar formula for and method of calculation as used in the calculation of such Index, then the Index will be deemed to be the index so calculated and announced by the Successor Source or the successor index, as the case may be, and Variable Interest will be calculated by reference to the Closing Value of that index in accordance with the formula previously set out herein. If any of the following occurs in respect of an Index included at such time in the Portfolio (each a Material Index Change ): (i) on or prior to any Valuation Date a relevant Price Source announces that it will make a material change in the formula for or the method of calculating that Index or in any other way materially modifies that Index (other than a modification prescribed in that formula or method to maintain that Index in the event of changes in constituent stock and capitalization and other routine events) or permanently cancels the Index and no successor index exists, or (ii) on any Valuation Date the Price Source fails to calculate and announce a relevant Index, then CIBC may (A) determine if such Material Index Change has a material effect on Variable Interest and, if so, shall calculate Variable Interest using, in lieu of a published level for that Index, the level for that Index as at that Valuation Date as determined by CIBC in accordance with the formula for and method of calculating that Index last in effect prior to the change, failure or cancellation, but using only those securities that comprised that Index immediately prior to that Material Index Change, or (B) determine if another comparable equity index exists that (1) is reasonably representative of the equity market which was represented by such Index affected by the Material Index Change (the Affected Index ) and (2) may be as efficiently and economically hedged by dealers in such equity market as such Affected Index was. If CIBC determines that such other comparable index exists, then such other comparable index (the New Index ) shall replace the Affected Index in the Portfolio as of the date of such determination. Upon any such replacement (a Replacement Event ), the New Index shall be deemed to be the Affected Index for purposes of determining Variable Interest, and CIBC shall, as soon as practicable after such Replacement Event, make adjustments to any one or more of the Initial Price of the New Index, the formula for calculating the Asset Return of the New Index, or any other component or variable relevant to the determination of Variable Interest. Adjustments will be made in such a way as CIBC determines appropriate to account in the calculation of Variable Interest for the performance of the Affected Index up to the occurrence of such Replacement 15