Canadian Imperial Bank of Commerce Issue of US$400000000 Callable

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Canadian Imperial Bank of Commerce Issue of US$400000000 Callable Canadian Imperial Bank of Commerce Issue of U.S.$400,000,000 Callable Zero Coupon Notes due 30 July 2050 (the “Notes”) under a U.S.$20,000,000,000 Note Issuance Programme Issue Date: 30 July 2020 Issue Price: 100 per cent. The information package relating to the Notes includes the base prospectus dated 26 June 2020 in respect of the U.S.$20,000,000,000 Note Issuance Programme (the “Prospectus”) and the Final Terms dated 20 July 2020, which is annexed hereto in respect of the Notes (the “Final Terms”, together with the Prospectus and this document, the “Information Package”). The Notes will be issued by Canadian Imperial Bank of Commerce (the “Issuer”). Application will be made by the Issuer for the Notes to be listed on the Taipei Exchange (“TPEx”) in the Republic of China (the “ROC”). The Notes will be traded on the TPEx pursuant to the applicable rules of the TPEx. The effective date of listing and trading of the Notes is on or about 30 July 2020. TPEx is not responsible for the content of the Information Package and no representation is made by TPEx as to the accuracy or completeness of the Information Package. TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this Information Package. Admission to the listing and trading of the Notes on the TPEx shall not be taken as an indication of the merits of the Issuer or the Notes. The Notes have not been, and shall not be, offered, sold or re-sold, directly or indirectly, to investors other than “professional institutional investors” as defined under Paragraph 2 of Article 4 of the Financial Consumer Protection Act of the ROC (“Professional Institutional Investors”). Purchasers of the Notes are not permitted to sell or otherwise dispose of the Notes except by transfer to the Professional Institutional Investors. The Notes are international bonds with loss-absorbing capacity. The terms of the Notes do not include any right to convert or exchange the Notes into or subscribe for equity of the Issuer or any provision providing for the write down of the principal of the Notes, provided, however, that the Notes are subject to conversion in whole or in part – by means of a transaction or series of transactions and in one or more steps – into common shares of the Issuer or any of its affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (the “CDIC Act”) and to variation or extinguishment in consequence and 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 Notes, in circumstances where the 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. Notwithstanding any other terms of the Issuer’s liability, any other law that governs the Issuer’s liability and any other agreement, arrangement or understanding between the parties with respect to the Issuer’s liability, each holder or beneficial owner of an interest in the Notes is deemed to be bound by 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 Notes and, by acquiring an interest in the Notes, is deemed to attorn to the jurisdiction of the courts in the Province of Ontario in Canada. See discussion included under “Risk Factors - Factors which are material for the purpose of assessing the bail-in risks associated with Senior Notes issued under the Programme - Risks related to Bail-inable Notes” on pages 39 to 45 and “Risk Factors - Risks related to Notes generally - Canadian bank resolution powers confer substantial powers on Canadian authorities designed to enable them to take a range of actions in relation to the Issuer where a determination is made that the Issuer has ceased, or is about to cease, to be viable and such viability cannot be restored or preserved, which if taken could result in holders or beneficial owners of Noteholders being exposed to losses” at page 64 and Condition 3(a)(ii) of the “Terms and Conditions of the Notes” at page 81 in the Prospectus. The Notes are also potentially subject to resolution powers of authorities outside of Canada in exceptional circumstances. See discussion under “Risk Factors - Risks related to Notes generally - Notes may be subject to write-off, write down or conversion under the resolution powers of authorities outside of Canada” at page 65 of the Prospectus. Lead Manager Yuanta Securities Co., Ltd. PRIIPs REGULATION - PROHIBITION OF SALES TO EEA AND UK 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”) or in the United Kingdom ("UK"). 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 Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive 2016/97/EU 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 Regulation (EU) 2017/1129 (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 or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation. The Notes are Bail-inable Notes and 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 (the “CDIC Act”) and to variation or extinguishment in consequence, and 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 Notes. Final Terms dated 20 July 2020 Canadian Imperial Bank of Commerce Branch of Account: Main Branch, Toronto Legal Entity Identifier: 2IGI19DL77OX0HC3ZE78 Issue of U.S.$400,000,000 Callable Zero Coupon Notes due 30 July 2050 under a U.S.$20,000,000,000 Note Issuance Programme PART A – CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the “Conditions”) set forth in the Prospectus dated 26 June 2020 which constitutes a base prospectus (the “Prospectus”) for the purposes of the Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus is available for viewing during normal business hours at and copies may be obtained from the registered office of the Issuer at 199 Bay St., Toronto, Canada M5L 1A2, and at the office of the Fiscal Agent, Deutsche Bank AG, London Branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB and copies may be obtained from Canadian Imperial Bank of Commerce, London Branch at 150 Cheapside, London, EC2V 6ET. 1. (i) Series Number: 235 (ii) Tranche Number: 1 2. Specified Currency or Currencies: United States Dollars ("U.S.$") 3. Aggregate Nominal Amount of Notes: U.S.$400,000,000 4. Issue Price: 100.00 per cent. of the Aggregate Nominal Amount 112006540 - 2 - 5. (i) Specified Denominations: U.S.$1,000,000 (ii) Calculation Amount: U.S.$1,000,000 6. (i) Issue Date: 30 July 2020 (ii) Interest Commencement Date: Not Applicable (iii) CNY Issue Trade Date: Not Applicable 7. Maturity Date: 30 July 2050, subject to adjustment for payment purposes only in accordance with the Modified Following Business Day Convention 8. Interest Basis: Zero Coupon (see paragraph 17 below) 9. Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 237.133727 per cent. of their nominal amount 10. Change of Interest Basis: Not Applicable 11. Put/Call Options: Call Option (see paragraph 18 below) 12. Status of the Notes: Senior Notes 13. Date Board approval for issuance of 27 May 2020 Notes obtained: 14. Bail -inable Notes: Yes PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions: Not Applicable 16. Floating Rate Note Provisions: Not Applicable 17. Zero Coupon Note Provisions: Applicable (i) Amortization Yield: 2.92 per cent. per annum (ii) Day Count Fraction in relation 30/360 to Early Redemption Amounts: PROVISIONS RELATING TO REDEMPTION OR CONVERSION 18. Call Option: Applicable (i) Optional Redemption Dates: 30 July in each year commencing 30 July 2025 up to but excluding the Maturity Date, subject to adjustment in accordance with the Modified Following Business Day Convention 112006540 - 3 - (ii) Optional Redemption Amounts The Issuer may redeem all, but not some only, of of each Note: the Notes, on any Optional Redemption Date at the relevant Optional Redemption Amount as specified under heading “Optional Redemption Amount” in the table set out in Annex 1 and corresponding to the relevant Optional Redemption Date specified in such table (iii) If redeemable in part: Not Applicable (iv) Notice period: Not less than 15 and not more than 30 business days prior to the relevant Optional Redemption Date.
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