CANADIAN IMPERIAL BANK OF COMMERCE(a Canadian chartered bank)

CHF 100,000,000 0.1412 per cent. Covered Bonds due October 2028(the “Covered Bonds”)

_________________________________

The Covered Bonds are issued under the CAD 30,000,000,000 Global Covered Bond Programme (the “Programme”) of Canadian Imperial Bank of Commerce (the “Issuer” or “CIBC”) unconditionally and irrevocably guaranteed as to payments by CIBC Covered Bond (Legislative) Guarantor Limited Partnership (the “Guarantor”). Full information on the Covered Bonds is only available on the basis of the combination of the prospectus for the Programme dated 18 June 2019 included herein as Annex A (the “Base Prospec-tus”, as supplemented by the supplements to it dated 23 August 2019, 6 December 2019 and 9 March 2020 included herein as Annex B, C and D, respectively, collectively, the “Programme Prospectus”), the final terms applicable to the Covered Bonds set forth on page 13 herein (the “Final Terms”) and the terms and conditions of the Covered Bonds set forth on pages 77 to 121 of the Base Prospectus (the “Conditions”) and any other information contained in this listing prospectus (the “Listing Prospectus”).

Issuer: Canadian Imperial Bank of Commerce, Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1A2, Canada

Branch: The main branch of the Issuer in Toronto is located at 199 Bay Street, Toronto, Ontario M5L 1A2, Canada.

Guarantor: CIBC Covered Bond (Legislative) Guarantor Limited Partnership, Commerce Court West, 199 Bay Street, Toronto, Ontario, Canada M5L 1A2

Interest Rate: (i) 0.1412 per cent. per annum, payable annually in arrears on 9 October, commencing on 9 October 2020 (first short coupon from, and including, the Issue Date to, but excluding, 9 October 2020 in respect of 180 days) up to and including the Final Maturity Date.

(ii) 0.1412 per cent. per annum, payable monthly in arrears on the 9th day of each month, commencing on 9 Novem-ber 2028 up to and including the earlier of (x) the date on which the Covered Bonds are redeemed in full and (y) the Extended Due for Payment Date.

Issue Price: 100.000 per cent. of the nominal amount of the Covered Bond (before commissions)

Placement Price: According to demand

Issue Date: 9 April 2020

Final Maturity Date: 9 October 2028, redemption at par

Extended Due for The interest payment date falling in or nearest to 9 October 2029 as further described in the Conditions.Payment Date:

Early Redemption: For taxation reasons only in accordance with the Conditions.

Further Issues: The Issuer reserves the right to issue further Covered Bonds of this series.

Denomination: CHF 5,000 nominal and multiples thereof.

Form of the The Covered Bonds will be represented by a Permanent Global Covered Bond. Holders of interests in theCovered Bonds: Permanent Global Covered Bond do not have the right to request the printing and delivery of the definitive Bonds.

Cross Default: If a Guarantor Acceleration Notice is served in respect of any one Series of Covered Bonds, then the obligation of the Guarantor to pay Guaranteed Amounts in respect of all Series of Covered Bonds outstanding will be accelerated.

Status of the The Covered Bonds will constitute deposits for purposes of the Bank Act (Canada) and will constitute legal, validCovered Bonds: and binding direct, unconditional, unsubordinated and unsecured obligations of the Issuer and will rank at least pari

passu with all deposit liabilities of the Issuer without any preference among themselves and (save for any applicable statutory provisions) at least equally with all other present and future unsecured and unsubordinated obligations of the Issuer, from time to time outstanding.

The Covered Bonds will not be deposits insured under the Canada Deposit Insurance Corporation Act (Canada).

THE COVERED BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY CANADA MORTGAGE AND HOUSING CORPORATION (“CMHC”) NOR HAS CMHC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS LISTING PROSPECTUS. THE COVERED BONDS ARE NOT INSURED OR GUAR-ANTEED BY CMHC OR THE GOVERNMENT OF CANADA OR ANY OTHER AGENCY THEREOF.

Listing: Listing will be applied for on the standard for Bonds of the SIX Swiss Exchange. The Covered Bonds are provision-ally admitted for trading on the SIX Swiss Exchange as of 7 April 2020. The last day of trading is expected to be 5 October 2028.

Law and Jurisdiction: The Covered Bonds are governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada. Ontario courts will have non-exclusive jurisdiction for the Covered Bonds and all related contractual documentation.

Rating: The Covered Bonds are expected to be rated «Aaa» by Moody’s and «AAA» by Fitch.

Selling Restrictions: In particular United States of America and U.S. persons, European Economic Area, United Kingdom, Italy, France, Canada, Japan, Hong Kong, Singapore, Belgium, Australia, Denmark, Sweden, The Netherlands and general selling restrictions.

Credit Suisse _________________________________

Swiss Security Number: 52888118 ISIN: CH0528881185 Common Code: 214611368

Listing Prospectus dated 7 April 2020

This Listing Prospectus has been prepared in connection with the offering and listing of the Covered Bonds in Switzerland only. The Covered Bonds will not be admitted to trading on a regulated market in the European Economic Area and will be listed solely on the SIX Swiss Exchange. The Covered Bonds must not be offered or sold within the European Economic Area in circumstances where a prospectus is required to be published under Regulation (EU) 2007/1129 (the “Prospectus Regulation”) and neither the Issuer, nor the Lead Manager have authorised, nor do they authorise, the making of any offer of the Covered Bonds in circumstances in which an obligation arises for the Issuer or the Lead Manager to publish a prospectus within the meaning of the Prospectus Regulation for such offer. This Listing Prospectus has not been reviewed or approved by any competent authority in any Member State of the European Economic Area and does not constitute a prospectus within the meaning of the Prospectus Regulation.

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Selling Restrictions

In particular United States of America and U.S. persons, European Economic Area, United Kingdom, Italy, France, Canada, Japan, Hong Kong, Singapore, Belgium, Australia, Denmark, Sweden, The Netherlands and general selling restrictions. For further information and the full text, which is solely relevant, please refer to pages 230 to 241 of the Base Prospectus included herein as Annex A.

The Lead Manager has agreed that it will, to the best of its knowledge, comply with all relevant laws, regulations and directives in each jurisdiction in which it purchases, offers, sells or delivers the Covered Bonds or has in its possession or distributes this Listing Prospectus or any other offering material, and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of the Covered Bonds under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or delivery and the Issuer shall not have any responsibility therefor.

The distribution of this Listing Prospectus and the offering and sale of the Covered Bonds may be restricted by law in certain jurisdictions. Persons into whose possession this Listing Prospectus comes are required by the Issuer, the Guarantor and the Lead Manager to inform themselves about and to observe any such restrictions.

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Forward Looking Statements

Certain sections of this Listing Prospectus contain forward-looking statements that are based on expectations, estimates, projections and assumptions. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends may differ in forward-looking statements due to a variety of factors. All forward-looking statements speak only as of the date of this Listing Prospectus or, in the case of any document incorporated by reference, the date of that document.

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Table of Contents

Selling Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Forward Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Information Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Information about the Covered Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Additional Information on the Issuer and the Guarantor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Final Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Prospectus dated 18 June 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Annex A

First Covered Bond Prospectus Supplement dated 23 August 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . Annex B

Second Covered Bond Prospectus Supplement dated 6 December 2019 . . . . . . . . . . . . . . . . . . . . . . Annex C

Third Covered Bond Prospectus Supplement dated 9 March 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . Annex D

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General Information

This Listing Prospectus shall be read and construed on the basis that (i) the annexes to this Listing Prospectus and (ii) the documents incorporated by reference in this Listing Prospectus, are deemed to be incorporated in, and to form part of, this Listing Prospectus.

Except as otherwise specified herein, terms defined in the Programme Prospectus shall have the same meaning when used in this Listing Prospectus.

Notice to Investors

The Covered Bonds are issued under the Programme of the Issuer. A Structure Overview is provided on page 56 of the Base Prospectus. The specific terms of the Covered Bonds are set out in the Final Terms on page 13 herein and must be read in conjunction with the Conditions contained in the Base Prospectus included herein as Annex A.

The Covered Bonds are governed by, and shall be construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada. The courts of the Province of Ontario have non-exclusive juris-diction to settle any dispute arising from or connected with the Covered Bonds.

In accordance with article 109 of the Swiss Financial Services Ordinance, this Listing Prospectus has been prepared in compliance with articles 652a and 1156 of the Swiss Code of Obligations, as such articles were in effect immediately prior to the entry into effect of the Swiss Financial Services Act (the “FinSA”), and the listing rules of SIX Swiss Exchange in their version dated 8 November 2019 and in force as of 1 January 2020. Con-sequently, this Listing Prospectus has not been and will not be reviewed or approved by a Swiss review body pursuant to article 51 of the FinSA, and does not comply with the disclosure requirements applicable to a pro-spectus approved by such a review body under the FinSA.

The financial institution involved in the issuance and offering of the Covered Bonds is a bank, which directly or indirectly has participated, or may participate, in financing transactions and/or banking business with the Issuer, which are not disclosed herein.

Investors are advised to familiarise themselves with the entire content of this Listing Prospectus.

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Information Incorporated by Reference

The following documents, which are (in whole or in part) incorporated by reference in, and form part of, the Pro-gramme Prospectus, shall be (to the extent so incorporated in the Programme Prospectus) deemed to be incorpo-rated by reference in, and form part of, this Listing Prospectus:

(a) CIBC’s Annual Information Form dated 4 December 2019 (the “2019 Annual Information Form”);

(b) CIBC’s Annual Report for the year ended 31 October 2019 (the “2019 Annual Report”); and

(c) CIBC’s First Quarter 2020 Report to Shareholders (the “First Quarter Report”).

Copies of this Listing Prospectus and of the documents incorporated by reference herein are available free of charge from Credit Suisse AG, Uetlibergstrasse 231, CH-8070 Zurich, Switzerland, or may be obtained by tele-phone (+41 44 333 31 60), fax (+41 44 333 57 79) or e-mail to newissues.fixedincome@credit-suisse.com.

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Information about the Covered Bonds

Authorisation

The establishment of the Programme and the issue of the Covered Bonds has been authorized by the Issuer. Pur-suant to a subscription agreement dated 7 April 2020 between the Issuer, the Guarantor and Credit Suisse AG (the “Lead Manager”), the Issuer through its main branch in Toronto, has decided to issue the Covered Bonds in the aggregate principal amount of CHF 100,000,000 to be paid for on 9 April 2020 and maturing on 9 October 2028 with the possibility to extend up to 9 October 2029, and the Lead Manager has agreed to subscribe such aggregate principal amount of Covered Bonds.

Use of Net Proceeds

The net proceeds of the Covered Bonds, being the amount of CHF 99,575,000 (the “Net Proceeds”), will be used by the Issuer for its corporate purposes. The Lead Manager shall not have any responsibility for, nor be obliged to concern itself with, the application of the Net Proceeds of the Covered Bonds.

Notices

All notices in relation to the Covered Bonds will be published in electronic form on the internet site of the SIX Swiss Exchange under the section headed Official Notices:

(currently: http://www.six-swiss-exchange.com/news/official_notices/search_en.html).

Representation

In accordance with Article 58a of the Listing Rules of the SIX Swiss Exchange, Credit Suisse AG has been appointed by the Issuer as representative to lodge the listing application with the SIX Swiss Exchange.

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Additional Information on the Issuer and the Guarantor

Incorporation and Duration

CIBC is a diversified financial institution governed by the Bank Act (Canada) (the “Bank Act”). CIBC was formed through the amalgamation of The Canadian Bank of Commerce and Imperial Bank of Canada in 1961. The Cana-dian Bank of Commerce was originally incorporated as Bank of Canada by special act of the legislature of the Province of Canada in 1858. Subsequently, the name was changed to The Canadian Bank of Commerce and it opened for business under that name in 1867. Imperial Bank of Canada was incorporated in 1875 by special act of the Parliament of Canada and commenced operations in that year. The address of the registered and head office of CIBC is Commerce Court, 199 Bay St., Toronto, Canada M5L 1A2 and the telephone number is 1-416-980-3096.

Group Structure

For details in respect of significant subsidiaries of the Issuer, please refer to the notes to the audited consolidated financial statements for the year ended 31 October 2019, page 183, in particular.

Auditor / Auditor Supervision

For details on the independent auditor of the Issuer, Ernst & Young LLP (the “Auditor”), please refer to page 242 of the Base Prospectus included herein as Annex A.

Potential Investors are informed that the Auditor is supervised by the Canadian Public Accountability Board which is recognised by the Swiss Federal Council.

Litigation

Save as disclosed in this Listing Prospectus, neither the Issuer nor the Guarantor is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) which may have, or have had in the recent past, significant effects on the financial position or profitability of the Issuer or the Guarantor.

CAPITAL

Capital structure

As extracted from its latest audited consolidated financial statements, as at 31 October 2019 the Issuer had total assets of C$ 652 billion, total deposits of C$ 486 billion and common shareholders’ equity of C$ 13.6 billion. These financial statements were prepared in accordance with International Financial Reporting Standards.

For details in respect of the capital structure (including but not limited to shareholders’ equity), please refer to the notes to the audited consolidated financial statements for the year ended 31 October 2019, pages 159 et seq., in particular.

Dividends per share of the Issuer paid for the last five calendar years on its Common Shares

Year 2019 2018 2017 2016 2015

Total C$ 5.60 5.32 5.08 4.75 4.30

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Information on latest business developments and business prospects

Other than information disclosed in the Programme Prospectus, there have been no significant changes or develop ments in the Issuer’s or the Guarantor’s activities, strategy or business environment experienced, and each of the Issuer and the Guarantor do not expect any significant change in the near future.

No Material Adverse Change

Except as disclosed in this Listing Prospectus (including any documents incorporated by reference herein), there has been no material adverse change in the financial condition or operations of each of the Issuer and the Guaran-tor since 31 October 2019 which would materially affect its ability to carry out its obligations under the Covered Bonds.

FINANCIAL DISCLOSURE

Financial Information on the Guarantor

The Guarantor does not publicly disclose its own financial statements.

Monthly Investor Reports

Monthly investor reports containing detailed information on the cover pool of the Programme are published on the Issuer’s website and can be accessed through the following link:

https://www.cibc.com/en/about-cibc/investor-relations/debt-information/legislative-covered-bond/information.html

The Guarantor does not fulfil the listing requirements as set out in the listing rules of the SIX Swiss Exchange (the “Listing Rules”), the additional rules for the listing of bonds (the “Additional Rules” and their implement-ing provisions. Therefore, the obligations for obtaining and maintaining a listing on the SIX Swiss Exchange contained in the Listing Rules, the Additional Rules and their implementing provisions are not applicable to the Guarantor.

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Taxation

The following is a summary of certain tax implications under the laws of Switzerland as they may affect investors. It applies only to persons who are beneficial owners of Covered Bonds and may not apply to certain classes of persons. The Issuer makes no representations as to the completeness of the information nor undertakes any liabil-ity of whatsoever nature for the tax implications for investors. Potential investors are strongly advised to consult their own professional advisers in light of their particular circumstances.

Swiss Federal Withholding Tax

At present, payment of interest on the Covered Bonds and repayment of principal of the Covered Bonds are not subject to Swiss federal withholding tax, provided that the Issuer is at all times resident and managed outside Switzerland for Swiss tax purposes.

On 4 November 2015 the Swiss Federal Council announced a mandate to the Swiss Federal Finance Department to institute a group of experts tasked with the preparation of a new proposal for a reform of the Swiss withholding tax system. The new proposal is expected to include in respect of interest payments the replacement of the exist-ing debtor-based regime by a paying agent-based regime for Swiss withholding tax similar to the one published on 17 December 2014 by the Swiss Federal Council and repealed on 24 June 2015 following the negative outcome of the legislative consultation with Swiss official and private bodies. Under such a new paying agent-based regime, if enacted, a paying agent in Switzerland may be required to deduct Swiss withholding tax on any payments or any securing of payments of interest in respect of a Covered Bond for the benefit of the beneficial owner of the payment unless certain procedures are complied with to establish that the owner of the Covered Bond is not an individual resident in Switzerland.

Swiss Federal Securities Turnover Tax

The issue and the sale of a Covered Bond on the issuance day (primary market transaction) are not subject to Swiss federal securities turnover tax (Umsatzabgabe). Secondary market dealings in Covered Bonds may be subject to the Swiss federal securities turnover tax at a rate of up to 0.30% of the purchase price of the Covered Bonds, however, only if a securities dealer in Switzerland or Liechtenstein, as defined in the Swiss federal stamp duty act (Bundesgesetz über die Stempelabgaben), is a party or acts as an intermediary to the transaction and no exemption applies.

Income Taxation on Principal or Interest

a) Covered Bonds Held by Non Swiss Holders

Payments of interest and repayment of principal by the Issuer to, and any gain realized on the sale or redemption of Covered Bonds by, a holder of Covered Bonds who is not a resident of Switzerland and who during the current taxation year has not engaged in a trade or business through a permanent establishment in Switzerland to which such Covered Bond is attributable will not be subject to any Swiss federal, cantonal or communal income tax in respect of such Note.

For the potential new Swiss withholding tax legislation replacing the current issuer based withholding tax system with a paying agent based system, see above “—Swiss Federal Withholding Tax”.

b) Covered Bonds Held as Private Assets by a Swiss Resident Holder

Individuals who are resident in Switzerland and who hold Covered Bonds as private assets are required to include all payments of interest on such Covered Bonds in their personal income tax return for the relevant tax period and will be taxable on any net taxable income for such tax period.

A capital gain, including a gain relating to accrued interest realized on the sale or redemption of Covered Bonds by such a Swiss resident holder, is a tax free private capital gain, and, conversely, a respective loss on the Covered Bond is a non tax deductible private capital loss.

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Covered Bonds without a “predominant one-time interest payment”: Holders of Covered Bonds without a pre-dominant onetime interest payment (the yield-to-maturity predominantly derives from periodic interest payments and not from a onetime interest payment) who are individuals receive payments of interest on Covered Bonds (either in the form of periodic interest payments or as a one-time-interest-payment such as an issue discount or a repayment premium) are required to include such payments in their personal income tax return and will be taxable on any net taxable income (including the payments of interest on the Covered Bonds) for the relevant tax period.

Covered Bonds with a “predominant one-time interest payment”: In the case of notes with a “predominant one-time interest payment” (the yield-to-maturity predominantly derives from a one-time-interest-payment such as an original issue discount or a repayment premium and not from periodic interest payments), the positive difference (including any capital and foreign exchange gain) between the amount received upon sale or redemption and the issue price (if the notes were purchased thereafter) will be classified as a taxable interest payment, as opposed to a tax-free capital gain (differential taxation method). Losses realized on the sale of notes with a “predominant onetime interest payment” may be offset against gains realized within the same tax period on the sale of any notes with a “predominant one-time interest payment”.

c) Covered Bonds Held as Swiss Business Assets and by Private Persons Classified as Professional Securit-ies Dealers

Individuals who hold Covered Bonds as part of a business in Switzerland and Swiss resident corporate taxpayers and corporate taxpayers resident abroad holding Covered Bonds as part of a permanent establishment in Switzer-land, are required to recognize the payments of interest and any gain realized on the sale or redemption of such Covered Bonds (including a gain relating to interest accrued) and any loss on such Covered Bonds in their income statement for the respective tax period and will be taxable on any net taxable earnings for such period. The same taxation treatment also applies to Swiss resident individuals who, for income tax purposes, are classified as “pro-fessional securities dealers” for reasons of, inter alia, frequent dealings and leveraged investments in securities.

Automatic Exchange of Information in Tax Matters

On 19 November 2014, Switzerland signed the Multilateral Competent Authority Agreement (the “MCAA”). The MCAA is based on article 6 of the OECD/Council of Europe administrative assistance convention and is intended to ensure the uniform implementation of Automatic Exchange of Information (the “AEOI”). The Federal Act on the International Automatic Exchange of Information in Tax Matters (the “AEOI Act”) entered into force on 1 January 2017. The AEOI Act is the legal basis for the implementation of the AEOI standard in Switzerland.

The AEOI is being introduced in Switzerland through bilateral agreements or multilateral agreements. The agree-ments have, and will be, concluded on the basis of guaranteed reciprocity, compliance with the principle of special-ity (i.e. the information exchanged may only be used to assess and levy taxes (and for criminal tax proceedings)) and adequate data protection.

More specifically, Switzerland has concluded a multilateral AEOI agreement with the European Union (the “EU”) (replacing the EU savings tax agreement) and has concluded bilateral AEOI agreements with several non-EU countries. In accordance with such multilateral agreements and bilateral agreements and the implementing laws of Switzerland, Switzerland has begun to exchange data so collected, and such data may include data about pay-ments made in respect of the Covered Bonds.

On 27 February 2019, the Federal Council initiated the consultation on the revision of the AEOI Act and AEOI Ordinance. The consultation proposal takes account of recommendations of the Global Forum on Transparency and Exchange of Information for Tax Purposes. They concern, among other things, certain due diligence and regis-tration obligations, the maintenance of a document retention obligation for reporting Swiss financial institutions, as well as definitions. Some exceptions have also been removed or adapted. The amendments to the law and ordin-ance are expected to enter into force on 1 January 2021.

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Responsibility Statement

Each of the Issuer and the Guarantor accepts responsibility for all information contained in this Listing Prospectus and has taken all reasonable care to ensure that the facts stated herein are true and accurate in all material respects and that there are no other material facts, the omission of which would make misleading any statement herein, whether of fact or opinion.

Toronto, 7 April 2020

_______________________________________________

CANADIAN IMPERIAL BANK OF COMMERCE

_______________________________________________

CIBC COVERED BOND (LEGISLATIVE) GUARANTOR LIMITED PARTNERSHIP, by its managing general partner, CIBC COVERED BOND (LEGISLATIVE) GP INC.

"Wojtek Niebrzydowski"

"Wojtek Niebrzydowski"

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Final Terms

Final Terms dated April 7, 2020

CANADIAN IMPERIAL BANK OF COMMERCE

(a Canadian chartered bank)

through its Head office of the Bank in Toronto

Legal Entity Identifier (LEI): 2IGI19DL77OX0HC3ZE78

Issue of CHF 100,000,000 0.1412 per cent. Covered Bonds due October 9, 2028under the

CAD 30,000,000,000

Global Covered Bond Programmeunconditionally and irrevocably guaranteed as to payments by

CIBC COVERED BOND (LEGISLATIVE) GUARANTOR LIMITED PARTNERSHIP(a limited partnership formed under the laws of Ontario)

THE COVERED BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY CANADA MORTGAGE AND HOUSING CORPORATION (“CMHC”) NOR HAS CMHC PASSED UPON THE ACCURACY OR ADEQUACY OF THESE FINAL TERMS. THE COVERED BONDS ARE NOT INSURED OR GUARANTEED BY CMHC OR THE GOVERNMENT OF CANADA OR ANY OTHER AGENCY THEREOF.

THE COVERED BONDS DESCRIBED IN THESE FINAL TERMS HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND, ACCORD-INGLY, THE COVERED BONDS MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS.

No prospectus is required in accordance with Directive 2003/71/EC, as amended or superseded, and includes any relevant implementing measures in a Relevant Member State (the “Prospectus Directive”) for this issue of Covered Bonds. The Covered Bonds which are the subject of these final terms are not compliant with the Prospectus Directive and the Luxembourg Stock Exchange has neither approved nor reviewed the information contained in these final terms.

PART A—CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated June 18, 2019 as supplemented by (i) the 1st combined supplementary prospec-tus dated August 23, 2019, (ii) the 2nd combined supplementary prospectus dated December 6, 2019 and (iii) the 3rd combined supplementary prospectus dated March 9, 2020 (collectively, the “Prospectus”) which is incorpor-ated in the Swiss prospectus dated April 7, 2020 (the “Swiss Prospectus”). This document constitutes the Final Terms of the Covered Bonds described herein and must be read in conjunction with the Prospectus and the Swiss Prospectus. Full information on the Issuer, the Guarantor and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms, the Prospectus and the Swiss Prospectus. Copies of the Swiss Prospectus, together with all documents incorporated by reference therein may be obtained from the specified offices or address, respectively of the Issuer and Credit Suisse AG, Uetlibergstrasse 231, CH-8070 Zurich, Switzerland, E-Mail: newissues.fixedincome@credit-suisse.com, as set out at the end of these Final Terms.

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1. (i) Series Number: CBL26

(ii) Tranche Number: 1 (iii) Date on which the Covered Not Applicable Bonds become fungible:

2. Specified Currency or Currencies: Swiss Francs (CHF) (Condition 1.10)

3. Aggregate Principal Amount: CHF 100,000,000

(i) Series: CHF 100,000,000

(ii) Tranche: CHF 100,000,000

4. Issue Price: 100.00 per cent. of the Aggregate Principal Amount

5. (i) Specified Denominations: CHF 5,000 (Condition 1.08 or 1.09)

(ii) Calculation Amount: CHF 5,000

6. (i) Issue Date: April 9, 2020

(ii) Interest Commencement Date: Issue Date

7. (i) Final Maturity Date: October 9, 2028

(ii) Extended Due for Payment Date of The Interest Payment Date falling in or nearest to Octo- Guaranteed Amounts corresponding to ber 9, 2029 the Final Redemption Amount under the Covered Bond Guarantee:

8. Interest Basis: 0.1412 per cent. per annum Fixed Rate from (and includ-ing) the Interest Commencement Date to (but excluding) the Final Maturity Date

0.1412 per cent. per annum Fixed Rate from (and includ-ing) the Final Maturity Date to (but excluding) the Extended Due for Payment Date

9. Redemption/Payment Basis: Redemption at par

10. Change of Interest Basis: Not Applicable

11. Put/Call Options: Not Applicable

12. Date of Board approval for issuance of Not Applicable Covered Bonds obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13. Fixed Rate Covered Bond Provisions: Applicable from (and including) the Interest Commence- (Condition 5.02) ment Date to (but excluding) the Extended Due for Pay-

ment Date

(i) Rate(s) of Interest: 0.1412 per cent. per annum payable annually in arrears on during the period from (and including) the Interest Commencement Date to (but excluding) the Final Matur-ity Date

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If applicable, 0.1412 per cent. per annum payable monthly in arrears during the period from (and including) the Final Maturity Date to (but excluding) the Extended Due for Payment Date

(ii) Interest Payment Date(s): October 9th in each year adjusted in accordance with the Business Day Convention up to and including the Final Maturity Date, commencing October 9, 2020

If applicable, the 9th day of each month adjusted in accordance with the Business Day Convention from (but excluding) the Final Maturity Date to (and including) the earlier of (i) the date on which the covered bonds are redeemed in full and (ii) the Extended Due for Payment Date

(iii) Business Day Convention: Following Business Day Convention

(iv) Fixed Coupon Amount(s): CHF 7.06 per Calculation Amount, except in respect of the short first coupon specified in 13(v) below

(v) Broken Amount(s) CHF 3.53 per Calculation Amount (short first coupon) payable on the Interest Payment Date falling on or nearest to October 9, 2020

(vi) Day Count Fraction: 30/360

(vii) Determination Dates: October 9th in each year

14. Floating Rate Covered Bond Provisions: Not Applicable (Condition 5.03)

15. Zero Coupon Covered Bond Provisions: Not Applicable (Condition 5.11)

PROVISIONS RELATING TO REDEMPTION

16. Call Option Not Applicable (Condition 6.03)

17. Put Option Not Applicable (Condition 6.06)

18. Final Redemption Amount of CHF 5,000 per Calculation Amount each Covered Bond

19. Early Redemption Amount: Early Redemption Amount(s) payable on CHF 5,000 per Calculation Amount redemption for taxation reasons or illegality or upon acceleration following an Issuer Event of Default or Guarantor Event of Default and/or the method of calculating the same: (Conditions 6.02, 6.13 or 7) GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS

20. Form of the Covered Bonds: Bearer Covered Bonds:

The Covered Bonds and all rights in connection there-with are documented in the form of a Global Covered

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Bond which shall be deposited with SIX SIS Ltd. or any other intermediary in Switzerland recognised for such purposes by the SIX Swiss Exchange Ltd (SIX SIS Ltd or any such other intermediary, the “Intermediary”). Once the Global Covered Bond has been deposited with the Intermediary and entered into the accounts of one or more participants of the Intermediary, the Covered Bonds will constitute intermediated securities (Bucheffekten) (“Intermediated Securities”) in accordance with the pro-visions of the Swiss Federal Intermediated Securities Act (Bucheffektengesetz).

Each holder of the Covered Bonds shall have a quotal co-ownership interest (Miteigentumsanteil) in the Global Covered Bond to the extent of the holder’s claim against the Issuer, provided that for so long as the Global Covered Bond remains deposited with the Intermediary the co-ownership interest shall be suspended and the Covered Bonds may only be transferred or otherwise disposed of in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffek-tengesetz), i.e. by entry of the transferred Covered Bonds in a securities account of the transferee.

The records of the Intermediary will determine the number of Covered Bonds held through each participant in that Intermediary. In respect of the Covered Bonds held in the form of Intermediated Securities, the holders of the Covered Bonds will be the persons holding the Covered Bonds in a securities account.

Holders of the Covered Bonds do not have the right to effect or demand the conversion of the Global Covered Bond into, or the delivery of, uncertificated securities (Wertrechte) or Definitive Covered Bonds (Wertpapiere).

The Global Covered Bond shall not be exchangeable in whole or in part for definitive bearer Covered Bonds.

21. New Global Covered Bond: No

22. Financial Centre(s) or other special Zurich, London, New York, Toronto provisions relating to payment dates:

23. Talons for future Coupons or Receipts to be No attached to Definitive Covered Bonds (and dates on which such Talons mature): (Condition 1.06)

24. Details relating to Instalment Covered Bonds: Not Applicable amount of each instalment, date on which each payment is to be made: (Condition 6.12)

25. Other final terms: Applicable

For the purpose of this Series of Covered Bonds only, the following paragraphs shall be added to Condition 9:

“The receipt by the Swiss Principal Paying Agent of the due and punctual payment of funds in Swiss Francs in

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Zurich, in the manner provided by the Conditions and these Final Terms, shall release the Issuer from its obliga-tions under the Covered Bonds for the payment of inter-est and principal due on the respective Interest Payment Date and Maturity Date to the extent of such payment.

Condition 14 shall be replaced as follows:

So long as the Covered Bonds are listed on the SIX Swiss Exchange and so long as the rules of the SIX Swiss Exchange so require, notices must be published (i) on the internet website of the SIX Swiss Exchange (currently «https://www.six-exchange-regulation.com/en/home/publications/official-notices.html») or (ii) otherwise in accordance with the regulations of the SIX Swiss Exchange. Any notices so given will be deemed to have been validly given on the date of such publication or if published more than once, on the first date of such publication.

THIRD PARTY INFORMATION Not Applicable

Signed on behalf of the Issuer: Signed on behalf of the Managing GP for and on behalf of the Guarantor:

By: ________________________________________ By: ____________________________________________ Duly authorized Duly authorized

By: ________________________________________ By: ____________________________________________ Duly authorized Duly authorized

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PART B—OTHER INFORMATION

1. LISTING

(i) Listing/Admission to trading: Application has been made by the Issuer (or on its behalf) for the Covered Bonds to be provisionally admitted to the SIX Swiss Exchange trading on standard for Bonds with effect from April 7, 2020.

(ii) Estimate of total expenses related CHF 8,000 to admission to trading:

2. RATINGS The Covered Bonds are expected to be rated:

Moody’s: Aaa Fitch: AAA

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in “Subscription and Sale”, so far as the Issuer is aware, no person involved in the offer of the Covered Bonds has an interest material to the offer.

4. FIXED RATE COVERED BONDS ONLY – YIELD Indication of yield based on the Issue Price: 0.1412 per cent. per annum in respect of the fixed inter-

est rate payable on the Covered Bonds

5. DISTRIBUTION (i) If syndicated, names of Managers: Lead Manager:

Credit Suisse AG

(ii) Stabilising Manager(s) (if any): Not Applicable

(iii) US Selling Restrictions: Regulation S compliance Category 2; Rule 144A not eligible

(iv) Additional Selling Restrictions: The Covered Bonds may not be offered, sold or distrib-uted, directly or indirectly, in Canada or to or for the benefit of, any resident in Canada.

(v) Prohibition of Sales to EEA Retail Investors: Not Applicable

6. OPERATIONAL INFORMATION (i) ISIN Code: CH0528881185

(ii) Common Code: 214611368

(iii) Any clearing system(s) other than SIX SIS AG Euroclear Bank S.A./N.V., Clearstream Swiss Security Number: 52888118 Banking Société Anonyme or DTC, their addresses and the relevant and indirectly through: identification number(s): Euroclear Bank S.A./N.V. Clearstream Banking, société anonyme

(iv) Delivery: Delivery against payment

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(v) Name(s) and address(es) of initial Credit Suisse AG Paying Agent(s), Registrars, Uetlibergstrasse 231, CH-8070 Exchange Agent and Transfer Agents: Zurich, Switzerland

(vi) Name(s) and address(es) of additional Not Applicable or substitute Paying Agent(s) or Transfer Agent(s):

(vii) Intended to be held in a manner which No would allow Eurosystem eligibility:

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Guarantee

EXTRACT FROM THE SECOND AMENDED AND RESTATED TRUST DEED RELATING TO THE CAD 30 BILLION GLOBAL COVERED BOND PROGRAMME DATED 18 JUNE 2019 BETWEEN CANADIAN IMPERIAL BANK OF COMMERCE AS ISSUER AND CIBC COVERED BOND (LEGISLATIVE) GUARANTOR LIMITED PARTNERSHIP AS GUARANTOR AND COMPUTERSHARE TRUST COMPANY OF CANADA AS BOND TRUSTEE, AS AMENDED ON 23 AUGUST 2019, 9 MARCH 2020 AND 25 MARCH 2020.

“7. Covered Bond Guarantee

7.1 (a) In consideration of the Advances to be made by the Issuer to the Guarantor pursuant to the Intercom-pany Loan Agreement, the payment of any Excess Proceeds to the Guarantor pursuant to Clause 11.2 and the payment by the Issuer to the Guarantor of the Guarantee Fee, the Guarantor unconditionally and irrevocably guarantees to the Bond Trustee, for the benefit of the Covered Bondholders, payment of the Guaranteed Amounts as and when the same become Due for Payment.

(b) The Guarantor shall, as guarantor:

(i) following the occurrence of a Covered Bond Guarantee Activation Event , pay or procure to be paid on each Scheduled Payment Date (or on such later date provided for in Clause 8.1(b)) (in the manner described in Clause 8) to or to the order of the Bond Trustee (for the benefit of the Covered Bondholders), an amount equal to those Guaranteed Amounts which shall have become Due for Payment in accordance with the terms hereof and of the Covered Bonds, but which have not been paid by the Issuer on the relevant date for payment (PROVIDED THAT, for greater cer-tainty, no Notice to Pay shall be so served until an Issuer Acceleration Notice has been served by the Bond Trustee on the Issuer in accordance with Condition 7.01); and

(ii) following the service by the Bond Trustee of a Guarantor Acceleration Notice, in accordance with Condition 7.02, on the Issuer and the Guarantor, in respect of the Covered Bonds which have become immediately due and repayable, pay or procure to be paid to or to the order of the Bond Trustee (for the benefit of the Covered Bondholders) in the manner described in Clause 8.1, the Guaranteed Amounts,

(the “Covered Bond Guarantee”).

7.2 In relation to the Covered Bonds of each Series, the Covered Bond Guarantee:

(a) is a continuing guarantee;

(b) extends (in the case of the Guarantor) to the ultimate balance of the Guaranteed Amounts due to be paid by the Issuer on the relevant Scheduled Payment Dates in accordance with the terms hereof, the Covered Bonds, the Receipts or the Coupons, regardless of any intermediate payment or discharge in whole or in part of any Guaranteed Amounts due to be paid on the relevant Scheduled Payment Date;

(c) shall not be discharged except by complete performance of the obligations in this Trust Deed, is addi-tional to, and not instead of, any security or other guarantee or indemnity at any time existing in favour of any person (whether from the Guarantor or otherwise); and

(d) shall remain in force, in relation to the Covered Bond Guarantee, until all moneys payable by the Guarantor pursuant to the terms of the Covered Bond Guarantee shall have been irrevocably paid.

7.3 The Guarantor shall in respect of any payment due to be made pursuant hereto not be released from its obli-gations under or pursuant hereto in any circumstances (notwithstanding anything which but for this provision would release the Guarantor or would affect its liability under or pursuant hereto in respect of such payment) except upon the receipt by or for the account of the Bond Trustee of the full amount of such payment from the Issuer and the Guarantor in the currency, at the place and in the manner provided for herein PROVIDED THAT (except in the case of Excess Proceeds) every payment of principal, premium or interest in respect of the Covered Bonds, Receipts and/or Coupons made to the Issuing and Paying Agent in the manner provided in the Agency Agreement shall be in satisfaction pro tanto of the liability of the Guarantor hereunder and shall

21

be deemed for the purpose of this sub clause to have been paid to the order of the Bond Trustee, except to the extent that the subsequent payment thereof to the Covered Bondholders, the Receiptholders or the Couponholders in accordance with the Conditions is not made.

7.4 If any payment received by the Bond Trustee, the Issuing and Paying Agent or any Covered Bondholder, Receiptholder or Couponholder pursuant to the provisions hereof, on the subsequent bankruptcy, sequestra-tion, liquidation, insolvency, corporate reorganisation or other such similar event of the Issuer, the Guarantor or any of its general partners, be set aside or avoided in whole or in part under any laws relating to bank-ruptcy, sequestration, liquidation, insolvency, corporate reorganisation or other similar event, such payment shall not be considered as having discharged or diminished the liability of the Issuer or, as the case may be, the Guarantor and the Covered Bond Guarantee shall continue to apply in accordance with its terms as if the underlying payment in respect of which the liability of the Guarantor hereunder arose had at all times remained owing by such Issuer.

7.5 Without prejudice to the generality of the foregoing provisions of this Clause, the Guarantor agrees that if any or all of the Guaranteed Amounts are not duly paid by the Issuer and such Guaranteed Amounts are not recoverable under Section 7.1 in accordance with the terms of Section 7.1, for any reason whatsoever, the Guarantor will, as a separate and distinct obligation, indemnify and save harmless the Bond Trustee, for the benefit of the Covered Bondholders, from any loss (excluding indirect or consequential losses) resulting from the failure of the Guarantor to pay such Guaranteed Amounts in accordance with the terms of Section 7.1 and if for any reason whatsoever, the Bond Trustee, for the benefit of the Covered Bondholders, is not indemn ified by the Guarantor in accordance with this Section 7.5, the Guaranteed Amounts will be recover-able from the Guarantor in the manner set out in Section 7.1, as a separate and distinct obligation of the Guarantor recoverable from the Guarantor, as if it were principal debtor and not merely as surety or guarantor and shall be absolute and unconditional, irrespective of, and unaffected by, any invalidity, irregularity, illegality or unenforceability of, or defect in, any provisions hereof or any other Transaction Document (including any Covered Bond, Receipt or Coupon), or the absence of any action to enforce the same or the waiver, modifica-tion or consent by the Bond Trustee, any of the Covered Bondholders, Receiptholders or Couponholders in respect of any provisions of the same or the obtaining of any judgment or decree against the Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defence of a guarantor. Accordingly, the validity of the Covered Bond Guarantee shall not be affected by any invalidity, irregularity or unenforceability of all or any of the obligations of the Issuer hereunder or any other Transaction Document and the Covered Bond Guarantee shall not be discharged nor shall the liability of the Guarantor hereunder be affected by any act, thing or omission or means whatsoever whereby its liability would not have been discharged if it had been guarantor, indemnitor or principal debtor.

7.6 The liability of the Guarantor under the Covered Bond Guarantee shall not be lessened, affected, impaired or discharged by:

(a) any time, waiver or indulgence granted to the Issuer by the Bond Trustee, any of the Covered Bond-holders, the Receiptholders or Couponholders;

(b) any dealings or transactions between the Issuer and the Bond Trustee, any of the Covered Bond holders, Receiptholders or Couponholders whether or not the Guarantor shall be a party to or cognisant of the same;

(c) the dissolution of the Issuer or any change in the status, functions, control or ownership of the Issuer or any consolidation, amalgamation, merger, conveyance or transfer by the Issuer;

(d) any composition, compromise or arrangement between the Issuer and its creditors or any reorganization or restructuring of its business and affairs or any Insolvency Event regarding the Issuer;

(e) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Issuer or any other person or any non presentation or non observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(f) any incapacity or lack of powers, authority or legal personality of the Issuer or any other person;

(g) any variation (however fundamental) or replacement of this Trust Deed, the Covered Bonds, the Receipts or the Coupons;

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(h) any failure on the part of the Issuer to pay all or any part of any guarantee fee payable by it to the Guarantor in connection herewith or any other Transaction Document;

(i) any postponement, discharge, reduction, non provability or other similar circumstance affecting any obligation of the Issuer hereunder or any other Transaction Document resulting from any insolvency, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation shall for the purposes of the Guarantor’s obligations under the Covered Bond Guarantee be construed as if there were no such circumstance;

(j) any modification or amendment of or supplement to the Guaranteed Amounts, including any increase or decrease in the principal, the rates of interest or other amounts payable thereunder;

(k) the existence of any claim, set off or other rights which the Guarantor may have at any time against the Issuer, the Bond Trustee or any other Person, whether in connection herewith or any unrelated transactions;

(l) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Bond Trustee or any Covered Bondholder, Receiptholder or Couponholder to payment of the Guaranteed Amounts;

(m) any release, substitution or addition of any cosigner, endorser or other guarantor of the Guaranteed Amounts;

(n) any defence arising by reason of any failure of the Bond Trustee or any Covered Bondholder, Receiptholder or Couponholder, to make any presentment, demand for performance, notice of non-per-formance, protest, and any other notice, including notice of all of the following: acceptance of this Covered Bond Guarantee, partial payment or non-payment of all or any part of the Guaranteed Amounts and the existence, creation or incurring of new or additional Guaranteed Amounts;

(o) any defence arising by reason of any failure of the Bond Trustee or any Covered Bondholder, Receiptholder or Couponholder to proceed against the Issuer or any other person, to proceed against, apply or exhaust any security held from the Issuer or any other person for the Guaranteed Amounts, to proceed against, apply or exhaust any security held from the Guarantor or any other person for this Covered Bond Guarantee or to pursue any other remedy in the power of the Bond Trustee or any Covered Bondholder, Receiptholder or Couponholder whatsoever;

(p) any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obliga-tion in proportion to the principal obligation;

(q) any defence arising by reason of any limitation, postponement or prohibition on the Bond Trustee’s right, or the right of any Covered Bondholder, Receiptholder or Couponholder, to payment of the Guaranteed Amounts or any part thereof, or by reason of the cessation from any cause whatsoever of the liability of the Issuer or any other person with respect to all or any part of the Guaranteed Amounts, or by reason of any act or omission of the Bond Trustee or any Covered Bondholder, Receiptholder or Couponholder or others which directly or indirectly results in the discharge or release of the Issuer or any other person or all or any part of the Guaranteed Amounts or any security or guarantee therefor, whether by contract, operation of law or otherwise;

(r) any defence arising by reason of any interest of the Bond Trustee or any Covered Bondholder, Receiptholder or Couponholder in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or prefer-ential or otherwise set aside, or by reason of any impairment by the Bond Trustee of any right to recourse or collateral;

(s) any defence arising by reason of the failure of the Bond Trustee or any Covered Bondholder, Receiptholder or Couponholder to marshall any assets;

(t) any defence based upon any failure of the Bond Trustee or any Covered Bondholder, Receiptholder or Couponholder to give to the Issuer or the Guarantor notice of any sale or other disposition of any prop-erty securing any or all of the Guaranteed Amounts or any guarantee thereof, or any defect in any notice

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that may be given in connection with any sale or other disposition of any such property, or any failure of the Bond Trustee or any Covered Bondholder, Receiptholder or Couponholder to comply with any pro-vision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by the Bond Trustee to dispose of any such property in a commercially reasonable manner;

(u) any dealing whatsoever with any security, whether negligently or not, or any failure to do so;

(v) any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Issuer or any other person, including any discharge of, or bar against collecting, any of the Guaranteed Amounts, in or as a result of any such proceeding; or

(w) any other act or omission to act or delay of any kind by the Issuer, the Bond Trustee, any Covered Bond-holder, Receiptholder or Couponholder or any other person or any other circumstance whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this Section 7.6, constitute a legal or equitable discharge, limitation or reduction of the Guarantor’s obligations here-under (other than the Guaranteed Amounts).

7.7 Subject to its obligation to deliver a Notice to Pay, the Bond Trustee may determine from time to time whether it will enforce the Covered Bond Guarantee which it is entitled to enforce, without making any demand or taking any proceedings against the Issuer. Subject to the provisions of this Clause 7 with regard to the service of a Notice to Pay on the Guarantor, the Guarantor hereby waives any right to require proceedings first against the Issuer with respect to this Trust Deed, the Covered Bonds, Receipts or Coupons, diligence, presentment, demand of payment, filing of claims with a court in the event of dissolution, liquidation, merger or bankruptcy of the Issuer, protest or notice and all demands whatsoever.

7.8 To the extent that the Guarantor makes, or there is made on its behalf, a payment under the Covered Bond Guarantee, the Issuer will on such payment being made become indebted to the Guarantor for an amount equal to such payment unless such amount shall have been set off with amounts owing under the Intercom-pany Loan Agreement. Until all amounts which may be or become payable by the Issuer hereunder, the Covered Bonds, Receipts and/or Coupons have been irrevocably paid in full, the Guarantor hereby waives irrevocably and unconditionally:

(i) all rights of subrogation, indemnity, contribution or otherwise (arising under this Clause 7.8(i) or under common law, equity, statute or otherwise whatsoever) which it might otherwise have against the Issuer by virtue of any payment made by the Guarantor pursuant to the Covered Bond Guarantee; and

(ii) all rights to claim, rank, prove or vote as creditor of the Issuer or its estate in competition with the Bond Trustee (on behalf of the Covered Bondholders) or to claim a right of set off,

subject always to the rights of the Guarantor to set off amounts owing by the Issuer to the Guarantor, in accordance with the Priorities of Payments, (x) in respect of amounts paid by the Guarantor under the Covered Bond Guarantee, against any amounts repayable by the Guarantor under the terms of the Intercom-pany Loan Agreement, and (y) against amounts payable by the Guarantor to any Swap Provider (provided that such Swap Provider is the Issuer) under the terms of any Interest Rate Swap Transaction or Covered Bond Swap Transaction, which shall remain unaffected.

7.9 Any amounts from time to time received by the Bond Trustee under the Covered Bond Guarantee shall be applied by the Bond Trustee in accordance with the provisions of Clause 11.1 PROVIDED THAT any Excess Proceeds received by the Bond Trustee shall be applied by the Bond Trustee in accordance with the provi-sions of Clause 11.2.”

Annex A

Prospectus dated 18 June 2019

PROSPECTUS DATED 18 JUNE 2019

CANADIAN IMPERIAL BANK OF COMMERCE (a Canadian chartered bank)

CAD 30,000,000,000 Global Covered Bond Programme

unconditionally and irrevocably guaranteed as to payments by CIBC COVERED BOND (LEGISLATIVE) GUARANTOR LIMITED PARTNERSHIP

(a limited partnership formed under the laws of Ontario)

This document (the “Prospectus”) constitutes a base prospectus (“Base Prospectus”) for the purpose of Article 5.4 of the Prospectus Directive (as defined below) in respect of all Covered Bonds other than Exempt Covered Bonds (as defined below) issued under this CAD 30 billion global legislative covered bond programme (the “Programme”). You are advised to read the Prospectus in full.

Under this Programme, Canadian Imperial Bank of Commerce (the “Issuer” or the “Bank” or “CIBC”) may from time to time issue covered bonds (“Covered Bonds”) denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined elsewhere in this Prospectus).

CIBC Covered Bond (Legislative) Guarantor Limited Partnership (the “Guarantor”) has agreed to guarantee payments of interest and principal under the Covered Bonds pursuant to a direct and, following the occurrence of a Covered Bond Guarantee Activation Event (as defined elsewhere in this Prospectus), unconditional and irrevocable guarantee (the “Covered Bond Guarantee”) which is secured by the assets of the Guarantor, including the Covered Bond Portfolio (as defined elsewhere in this Prospectus). Recourse against the Guarantor under the Covered Bond Guarantee is limited to the aforementioned assets and the Guarantor will not have any other source of funds available to meet its obligations under the Covered Bond Guarantee.

The Covered Bonds may be issued in registered or bearer form.

The maximum aggregate nominal amount of all Covered Bonds outstanding at any one time under the Programme will not exceed CAD 30 billion (or its equivalent in other currencies calculated as described in the Dealership Agreement described herein) subject to any increase as described herein. The price and amount of the Covered Bonds to be issued under the Programme will be determined by the Issuer and the relevant Dealer or Dealers at the time of issue in accordance with prevailing market conditions. An investment in Covered Bonds issued under the Programme involves certain risks. See “Risk Factors” for a discussion of certain risk factors to be considered in connection with an investment in the Covered Bonds and an investment in the Covered Bonds issued by the Issuer.

Unless otherwise specified in the applicable Final Terms, the head office of the Bank in Toronto will take the deposits evidenced by the Covered Bonds but without prejudice to the provisions of Condition 9 (see “Terms and Conditions of the Covered Bonds—Payments”). For the purposes of the Bank Act (Canada) (the “Bank Act”), the Bank will designate a “Branch of Account” for deposits evidenced by the Covered Bonds, which designation will be specifically stated in the Final Terms relating to the Covered Bonds being issued. Irrespective of the Branch of Account designation, the Bank is (a) the legal entity that is the issuer of the Covered Bonds and (b) the legal entity obligated to repay the Covered Bonds. The Bank is the only legal entity that will issue Covered Bonds pursuant to this Prospectus. The “Branch of Account” which the Bank may designate for any issue of Covered Bonds is detailed in the section entitled “General Description of the Programme” on page 63. The determination by the Bank of the Branch of Account for an issuance of Covered Bonds will be based on specific considerations, including, without limitation, those in connection with market, regulatory, tax or capital purposes, relating to (i) the market or jurisdiction into which the Covered Bonds are being issued, such as the Bank will issue Covered Bonds through a particular branch because of investors’ preferences in a specific market or jurisdiction, (ii) specific regulatory requirements, such as a regulator requiring that a branch increase its liquidity through locally sourced funding, or (iii) specific tax implications that would affect the Bank or investors, such as the imposition of a new tax if an alternative branch was used, in relation to which please see further details in the section entitled “Taxation” on page 214. CIBC has issued covered bonds in the past through the head office of the Bank in Toronto and its London branch. A branch of the Bank is not a subsidiary of the Bank or a separate legal entity from the Bank.

Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities, as amended (loi relative aux prospectus pour valeurs mobiliers telle que modifiée) (the “Prospectus Act 2005”) for the approval of this document (other than in relation to Exempt Covered Bonds (as defined below)) as a base prospectus for the purposes of Article 5.4 of the Prospectus Directive (as defined below). The CSSF assumes no responsibility as to the economic and financial soundness of the transactions contemplated by this Base Prospectus and the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for Covered Bonds (other than Exempt Covered Bonds) issued under the Programme during the period of 12 months from the date of this Prospectus to be listed on the Official List of the Luxembourg Stock Exchange and to be admitted to trading on the Luxembourg Stock Exchange’s regulated market. Unless otherwise specified herein and except in the case of Exempt Covered Bonds, references in this Prospectus to Covered Bonds being “listed” (and all related references) shall mean that such Covered Bonds are intended to be admitted to trading on the Luxembourg Stock Exchange’s regulated market (the “Regulated Market”) and are intended to be listed on the Official List of the Luxembourg Stock Exchange. The Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU) (as amended, “MiFID II”). The Issuer may, on or after the date of this Prospectus, make an application for a certificate of approval under Article 18 of the Prospectus Act 2005 to be issued by the CSSF to the Financial Conduct Authority, as competent authority in the United Kingdom. Once received, the Issuer may, if specified in the applicable Final Terms, make application for certain Covered Bonds issued under the Programme to be listed on the official list of the Financial Conduct Authority and admitted to trading on the regulated market of the London Stock Exchange, which is a regulated market for the purposes of MiFID II. The Bank may also issue unlisted Covered Bonds and/or Covered Bonds not admitted to trading on any regulated market and/or Covered Bonds listed on other stock exchanges outside the EEA (the “Exempt Covered Bonds”). References to “Exempt Covered Bonds” are to Covered Bonds for which no prospectus is required to be published under the Prospectus Directive. Such Exempt Covered Bonds do not form part of the Base Prospectus and will not be issued pursuant to this Base Prospectus and the CSSF has neither approved nor reviewed information contained in this Prospectus in connection with such Exempt Covered Bonds. All Covered Bonds will have the benefit of the Covered Bond Guarantee and the Security (as defined on page 188) granted over the Charged Property.

In the case of any Covered Bonds which are to be admitted to trading on a regulated market within the European Economic Area (the “EEA”) or offered to the public in a member state of the EEA in circumstances which would otherwise require the publication of a prospectus under the Prospectus Directive, the minimum denomination shall be €100,000 (or its equivalent in any other currency as at the date of issue of the Covered Bonds).

On 3 July 2013, the Issuer was registered as a registered issuer and the Programme was registered in the registry (the “Registry”) established by Canada Mortgage and Housing Corporation (“CMHC”) pursuant to Section 21.51 of Part I.1 of the National Housing Act (Canada).

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THE COVERED BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY CMHC NOR HAS CMHC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. THE COVERED BONDS ARE NOT INSURED OR GUARANTEED BY CMHC OR THE GOVERNMENT OF CANADA OR ANY OTHER AGENCY THEREOF.

NONE OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Amounts payable under the Covered Bonds may be calculated by reference to the London Inter-Bank Offered Rate (“LIBOR”), the Euro Inter-Bank Offered Rate (“EURIBOR”) or Sterling Overnight Index Average (“SONIA”) which are provided by ICE Benchmark Administration Limited (“IBA”), the European Money Markets Institute (“EMMI”) and the Bank of England, respectively. As at the date of this Prospectus, EMMI and the Bank of England do not appear on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority (“ESMA”) pursuant to Article 36 of the Benchmark Regulation (EU) 2016/1011 (the “Benchmarks Regulation”). As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply to EURIBOR, such that EMMI is not currently required to obtain authorisation (or, if located outside the European Union, recognition, endorsement or equivalence). As far as the Issuer is aware, the Bank of England does not fall within the scope of the Benchmarks Regulation by virtue of Article 2 of that regulation.

The Covered Bonds issued pursuant to this Prospectus and the related Covered Bond Guarantee have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws or “blue sky” laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States or to or for the account or benefit of U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Covered Bonds issued pursuant to this Prospectus are being offered only (i) in offshore transactions to non-U.S. persons in reliance upon Regulation S under the Securities Act and (ii) in the case of Legended Covered Bonds (as defined herein) only to (a) qualified institutional buyers in reliance upon Rule 144A under the Securities Act or (b) institutional accredited investors within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act. See “Form of the Covered Bonds” for a description of the manner in which Covered Bonds will be issued pursuant to this Prospectus. Registered Covered Bonds are subject to certain restrictions on transfer: see “Subscription and Sale”. Covered Bonds in bearer form are subject to U.S. tax law requirements.

Covered Bonds issued under the Programme are expected on issue to be assigned a rating by Moody’s Investors Service, Inc. (“Moody’s”) and Fitch Ratings, Inc. (“Fitch”). Covered Bonds are expected on issue to be assigned the following ratings: “Aaa” by Moody’s and “AAA” by Fitch, unless otherwise specified in the applicable Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time by the assigning agency and each rating should be evaluated independently of any other. Investors are cautioned to evaluate each rating independently of any other rating. Unless otherwise specified in the applicable Final Terms, it is not expected that any credit rating applied for in relation to any Series of Covered Bonds will be issued by a credit rating agency established in the EU and registered under Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”). The credit ratings included and referenced in this Prospectus have been issued by Standard & Poor’s Financial Services LLC, Moody’s, Moody’s Canada Inc., Fitch and DBRS Limited (“DBRS”), none of which is established in the EU, but each of which has an affiliate established in the EU and registered under the CRA Regulation. See “Credit Rating Agencies” on page 7.

In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the EU and registered under the CRA Regulation, unless the rating is provided by a credit rating agency operating in the EU before 7 June 2010 (an “EU CRA”), or a non-EU credit rating agency that is a member of the same group, where the EU CRA has submitted an application for registration in accordance with the CRA Regulation (or, in the case of a non-EU affiliate, the EU CRA has in such application disclosed an intention to endorse the non-EU affiliate’s ratings) and such registration (or, in the case of the non-EU affiliate’s rating, the ability to endorse the relevant non-EU affiliate’s rating) is not refused.

Arrangers for the Programme HSBC CIBC Capital Markets

DealersBofA Merrill Lynch CIBC Capital Markets

BNP PARIBAS COMMERZBANK HSBC J.P. Morgan NatWest Markets UBS Investment Bank or such other Dealers as may be appointed from time to time pursuant to the Dealership

Agreement

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THE COVERED BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY CMHC NOR HAS CMHC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. THE COVERED BONDS ARE NOT INSURED OR GUARANTEED BY CMHC OR THE GOVERNMENT OF CANADA OR ANY OTHER AGENCY THEREOF.

NONE OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Amounts payable under the Covered Bonds may be calculated by reference to the London Inter-Bank Offered Rate (“LIBOR”), the Euro Inter-Bank Offered Rate (“EURIBOR”) or Sterling Overnight Index Average (“SONIA”) which are provided by ICE Benchmark Administration Limited (“IBA”), the European Money Markets Institute (“EMMI”) and the Bank of England, respectively. As at the date of this Prospectus, EMMI and the Bank of England do not appear on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority (“ESMA”) pursuant to Article 36 of the Benchmark Regulation (EU) 2016/1011 (the “Benchmarks Regulation”). As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply to EURIBOR, such that EMMI is not currently required to obtain authorisation (or, if located outside the European Union, recognition, endorsement or equivalence). As far as the Issuer is aware, the Bank of England does not fall within the scope of the Benchmarks Regulation by virtue of Article 2 of that regulation.

The Covered Bonds issued pursuant to this Prospectus and the related Covered Bond Guarantee have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws or “blue sky” laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States or to or for the account or benefit of U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Covered Bonds issued pursuant to this Prospectus are being offered only (i) in offshore transactions to non-U.S. persons in reliance upon Regulation S under the Securities Act and (ii) in the case of Legended Covered Bonds (as defined herein) only to (a) qualified institutional buyers in reliance upon Rule 144A under the Securities Act or (b) institutional accredited investors within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act. See “Form of the Covered Bonds” for a description of the manner in which Covered Bonds will be issued pursuant to this Prospectus. Registered Covered Bonds are subject to certain restrictions on transfer: see “Subscription and Sale”. Covered Bonds in bearer form are subject to U.S. tax law requirements.

Covered Bonds issued under the Programme are expected on issue to be assigned a rating by Moody’s Investors Service, Inc. (“Moody’s”) and Fitch Ratings, Inc. (“Fitch”). Covered Bonds are expected on issue to be assigned the following ratings: “Aaa” by Moody’s and “AAA” by Fitch, unless otherwise specified in the applicable Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time by the assigning agency and each rating should be evaluated independently of any other. Investors are cautioned to evaluate each rating independently of any other rating. Unless otherwise specified in the applicable Final Terms, it is not expected that any credit rating applied for in relation to any Series of Covered Bonds will be issued by a credit rating agency established in the EU and registered under Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”). The credit ratings included and referenced in this Prospectus have been issued by Standard & Poor’s Financial Services LLC, Moody’s, Moody’s Canada Inc., Fitch and DBRS Limited (“DBRS”), none of which is established in the EU, but each of which has an affiliate established in the EU and registered under the CRA Regulation. See “Credit Rating Agencies” on page 7.

In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the EU and registered under the CRA Regulation, unless the rating is provided by a credit rating agency operating in the EU before 7 June 2010 (an “EU CRA”), or a non-EU credit rating agency that is a member of the same group, where the EU CRA has submitted an application for registration in accordance with the CRA Regulation (or, in the case of a non-EU affiliate, the EU CRA has in such application disclosed an intention to endorse the non-EU affiliate’s ratings) and such registration (or, in the case of the non-EU affiliate’s rating, the ability to endorse the relevant non-EU affiliate’s rating) is not refused.

Arrangers for the Programme HSBC CIBC Capital Markets

DealersBofA Merrill Lynch CIBC Capital Markets

BNP PARIBAS COMMERZBANK HSBC J.P. Morgan NatWest Markets UBS Investment Bank or such other Dealers as may be appointed from time to time pursuant to the Dealership

Agreement

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U.S. INFORMATION

The Covered Bonds and the Covered Bond Guarantee have not been approved or disapproved by the SEC or any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities approved this Prospectus or confirmed the accuracy or determined the adequacy of the information contained in this Prospectus. Any representation to the contrary is a criminal offence.

This Prospectus is being provided on a confidential basis in the United States to a limited number of “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act (“QIBs”) or institutional “accredited investors” as defined in Rule 501(a)(l), (2), (3) or (7) under the Securities Act (“Institutional Accredited Investors” or “IAI”) for informational use solely in connection with the consideration of the purchase of the Covered Bonds being offered hereby. Its use for any other purpose in the United States is not authorized. It may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents disclosed to anyone other than the prospective investors to whom it is originally submitted.

Legended Covered Bonds (as defined below) may be offered or sold within the United States only to QIBs or Institutional Accredited Investors (as applicable), in each case in transactions exempt from registration under the Securities Act. Each U.S. purchaser of Legended Covered Bonds is hereby notified that the offer and sale of any Legended Covered Bonds to it may be made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A under the Securities Act or Section 4(a)(2) of the Securities Act. Purchasers of Definitive IAI Registered Covered Bonds will be required to execute and deliver an IAI Investment Letter. Each purchaser or holder of Definitive IAI Registered Covered Bonds and Registered Covered Bonds (whether in definitive form or represented by a Registered Global Covered Bond) sold in private transactions to QIBs in accordance with the requirements of Rule 144A of the Securities Act (together “Legended Covered Bonds”) will be deemed, by its acceptance or purchase of any such Legended Covered Bonds, to have made certain representations and agreements intended to restrict the resale or other transfer of such Covered Bonds as set out in “Subscription and Sale”. Unless otherwise stated, terms used in this paragraph have the meanings given to them in “Form of the Covered Bonds” and “Subscription and Sale”.

This Prospectus supersedes the prospectus of the Issuer dated 18 June 2018, except that Covered Bonds issued on or after the date of this Prospectus which are to be consolidated and form a single series with Covered Bonds issued prior to the date hereof will be subject to the Conditions of the Covered Bonds applicable on the date of issue of the first tranche of Covered Bonds of such series. Such Conditions are incorporated by reference herein and form part of this Prospectus.

Copies of Final Terms for Covered Bonds that are admitted to trading on a regulated market in the EEA in circumstances requiring publication of a prospectus in accordance with the Prospectus Directive (i) can be viewed on the website of the Luxembourg Stock Exchange at https://www.bourse.lu under the name of the Issuer and the headline “Documents”, (ii) will be available without charge from the Issuer at Commerce Court, 199 Bay Street, Toronto, Ontario, Canada M5L 1A2, Attention: Investor Relations and the specified office of each Paying Agent set out at the end of this Prospectus (see “Terms and Conditions of the Covered Bonds”) and (iii) can be viewed on the Issuer’s website at https://www.cibc.com/ca/investor-relations/debt-info/legislative-covered-bond-program.html.

The Issuer and the Guarantor accept responsibility for the information in this Prospectus and the Final Terms for each Tranche of Covered Bonds issued under the Programme. To the best of the knowledge of the Issuer and the Guarantor, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

This Prospectus should be read and construed with any amendment or supplement hereto and with any other documents which are deemed to be incorporated herein or therein by reference and shall be read and construed on the basis that such documents are so incorporated and form part of this Prospectus. Any reference in this document to Base Prospectus means this Prospectus, together with the documents incorporated herein, any prospectus supplement and any documents specifically incorporated by reference

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therein. In relation to any Tranche or Series (as such terms are defined herein) of Covered Bonds, this Prospectus shall also be read and construed together with the applicable Final Terms.

No person has been authorized by the Issuer, the Guarantor, the Bond Trustee, the Arrangers or any of the Dealers to give any information or to make any representation not contained in or not consistent with this Prospectus or any amendment or supplement hereto or any document incorporated herein or therein by reference or entered into in relation to the Programme or any information supplied by the Issuer or the Guarantor or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorized by the Issuer, the Guarantor, the Arrangers, any Dealer or the Bond Trustee.

No representation or warranty is made or implied by the Arrangers or the Dealers or any of their respective affiliates, and neither the Arrangers nor the Dealers nor any of their respective affiliates (other than, in the case of CIBC, the Issuer and the Guarantor) make any representation or warranty or accept any responsibility or any liability, as to the accuracy or completeness of the information contained or incorporated by reference in this Prospectus and any other information provided by the Issuer and the Guarantor in connection with the Programme. None of the Arrangers, the Dealers nor the Bond Trustee accepts any responsibility or liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer and the Guarantor in connection with the Programme. Neither the delivery of this Prospectus or any Final Terms nor the offering, sale or delivery of any Covered Bond shall, in any circumstances, create any implication that the information contained or incorporated by reference herein is true subsequent to the date hereof, the date indicated on such document incorporated by reference herein or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial situation of the Issuer or the Guarantor since the date hereof, the date indicated on such document incorporated by reference herein or, as the case may be, the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

None of this Prospectus nor any Final Terms nor any financial statements nor any further information supplied in connection with the Programme constitutes an offer or an invitation to subscribe for or purchase any Covered Bonds, nor are they intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, the Guarantor, the Arrangers, the Dealers, the Bond Trustee or any of them that any recipient of this Prospectus, any supplement hereto, any information incorporated by reference herein or therein, any other information provided in connection with the Programme and, in respect to each Tranche of Covered Bonds, the applicable Final Terms, should subscribe for or purchase any Covered Bond. Each investor contemplating purchasing Covered Bonds should determine for itself the relevance of the information contained or incorporated by reference in this Prospectus, should make its own independent investigation of the condition (financial or otherwise) and affairs, and its own appraisal of the creditworthiness, of the Issuer and the Guarantor and should consult its own legal and financial advisors prior to subscribing for or purchasing any of the Covered Bonds. Each investor’s or purchaser’s purchase of Covered Bonds should be based upon such investigation as it deems necessary. Potential purchasers cannot rely, and are not entitled to rely, on the Arrangers, the Dealers or the Bond Trustee in connection with their investigation of the accuracy of any information or their decision whether to subscribe for, purchase or invest in the Covered Bonds. None of the Arrangers, the Dealers or the Bond Trustee undertakes any obligation to advise any investor or potential investor in or purchaser of the Covered Bonds of any information coming to the attention of any of the Arrangers, the Dealers or