Filed Pursuant to Rule 424(b)(2)
Registration No. 333-272447
|
Pricing Supplement
dated June
14, 2024
(To ETF Underlying Supplement
dated September 5, 2023,
Prospectus
Supplement dated September 5, 2023, and Prospectus dated September 5, 2023) |
Canadian Imperial Bank of Commerce Trigger Autocallable Contingent Yield
Notes
$3,247,500 Notes Linked to the Least Performing of the iShares®
Russell 2000 ETF and the Financial Select Sector SPDR® Fund due on June 20, 2029
These Trigger Autocallable Contingent Yield Notes (the ‘‘Notes’’)
are senior unsecured debt securities issued by Canadian Imperial Bank of Commerce (“CIBC”) with returns linked to the Least
Performing of the iShares® Russell 2000 ETF and the Financial Select Sector SPDR® Fund (each, an “Underlying”
and together, the “Underlyings”). The Notes will rank equally with all of our other unsecured and unsubordinated debt obligations.
CIBC will pay a quarterly Contingent Coupon if the Closing Price of each Underlying on the applicable Coupon Determination Date (including
the Final Valuation Date) is equal to or greater than its Coupon Barrier. Otherwise, no coupon will be paid for the quarter. CIBC will
automatically call the Notes if the Closing Price of each Underlying on any quarterly Call Observation Date, commencing on June 16, 2025,
is equal to or greater than its Initial Price. If the Notes are called, CIBC will pay you the principal amount of your Notes plus the
Contingent Coupon for the applicable quarter, and no further amounts will be owed to you under the Notes. The Underlying with the lowest
Underlying Return is the “Least Performing Underlying.” If the Notes are not called prior to maturity and the Final Price
of the Least Performing Underlying is equal to or greater than its Downside Threshold, CIBC will pay you a cash payment at maturity equal
to the principal amount of your Notes plus the final Contingent Coupon. If the Final Price of the Least Performing Underlying is less
than its Downside Threshold, CIBC will pay you less than the full principal amount, if anything, resulting in a loss on your initial investment
that is proportionate to the negative performance of the Least Performing Underlying over the term of the Notes, and you may lose up to
100% of your principal amount.
Investing in the Notes involves significant risks. CIBC may not pay
any Contingent Coupons on the Notes. You may lose some or all of your principal amount. You will be exposed to the market risk of each
Underlying on each Coupon Determination Date and any decline in the price of one Underlying may negatively affect your return and will
not be offset or mitigated by a lesser decline or any increase in the price of any other Underlying. Generally, the higher the Contingent
Coupon Rate on a Note, the greater the risk of loss on that Note. The contingent repayment of principal only applies if you hold the Notes
to maturity or automatic call. Any payments on the Notes, including any repayment of principal, are subject to the creditworthiness of
CIBC. If CIBC were to default on its payment obligations, you may not receive any amounts owed to you under the Notes and you could lose
your entire investment.
| q | Contingent Coupon: CIBC will pay a quarterly
Contingent Coupon payment if the Closing Price of each Underlying on the applicable Coupon Determination Date is equal to or greater than
its Coupon Barrier. Otherwise, no coupon will be paid for the quarter. |
| q | Automatically Callable: CIBC will automatically
call the Notes and pay you the principal amount of your Notes plus the Contingent Coupon otherwise due for that applicable quarter if
the Closing Price of each Underlying on any quarterly Call Observation Date, commencing on June 16, 2025 is equal to or greater than its
Initial Price. If the Notes are not called, investors will potentially lose a portion of their principal amount at maturity. |
| q | Contingent Repayment of Principal Amount at Maturity: If
the Notes have not been previously called and the Final Price of the Least Performing Underlying is not less than its Downside Threshold
on the Final Valuation Date, CIBC will pay you the principal amount per Note at maturity plus the final Contingent Coupon. If the Final
Price of the Least Performing Underlying on the Final Valuation Date is less than its Downside Threshold, CIBC will pay a cash amount
that is less than the principal amount, if anything, resulting in a loss on your initial investment that is proportionate to the decline
in the Closing Price of the Least Performing Underlying from the Trade Date to the Final Valuation Date. The contingent repayment of
principal only applies if you hold the Notes until maturity or automatic call. Any payments on the Notes, including any repayment of
principal, are subject to the creditworthiness of CIBC. |
Trade Date |
June
14, 2024 |
Settlement
Date |
June
20, 2024 |
Coupon
Determination Dates1 |
Quarterly, commencing on September 16, 2024 |
Call
Observation Dates1 |
Quarterly,
commencing on June 16, 2025 |
Final
Valuation Date1 |
June
14, 2029 |
Maturity
Date1 |
June
20, 2029 |
|
|
1 See page PS-4 for additional details |
The Notes are significantly
riskier than conventional debt INSTRUMENTS. the terms of the Notes may not obligate CIBC TO REPAY THE FULL PRINCIPAL AMOUNT OF THE NOTES.
the Notes CAN have downside MARKET risk SIMILAR TO THE LEAST PERFORMING UNDERLYING, WHICH CAN RESULT IN A LOSS OF SOME OR ALL OF the
principal amount at maturity. This MARKET risk is in addition to the CREDIT risk INHERENT IN PURCHASING a DEBT OBLIGATION OF CIBC. You
should not PURCHASE the Notes if you do not understand or are not comfortable with the significant risks INVOLVED in INVESTING IN the
Notes.
YOU SHOULD CAREFULLY CONSIDER THE
RISKS DESCRIBED UNDER ‘‘KEY RISKS’’ BEGINNING ON PAGE PS-7 AND THE MORE DETAILED ‘‘RISK FACTORS’’
BEGINNING ON PAGE S-1 OF THE ACCOMPANYING UNDERLYING SUPPLEMENT, BEGINNING ON PAGE S-1 OF THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND
PAGE 1 OF THE ACCOMPANYING PROSPECTUS BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES,
COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES.
The Notes are offered at a minimum investment of $1,000 in denominations
of $10 and integral multiples of $10 in excess thereof.
Underlyings
(Least Performing of) |
|
Contingent Coupon
Rate |
|
Initial Prices |
|
Downside Thresholds* |
|
Coupon Barriers* |
|
CUSIP |
|
ISIN |
The
iShares® Russell 2000 ETF (“IWM”) |
|
7.60% per annum |
|
$198.73 |
|
$139.11, which is 70.00% of its Initial Price |
|
$139.11, which is 70.00% of its Initial Price |
|
13608Q671 |
|
US13608Q6715 |
The
Financial Select Sector SPDR® Fund (“XLF”) |
|
|
|
$40.65 |
|
$28.46, which is 70.00% of its Initial Price |
|
$28.46, which is 70.00% of its Initial Price |
|
|
|
|
* Rounded to two decimal places.
See “Additional Information about the Notes”
on page PS-2. The Notes offered will have the terms specified in the accompanying prospectus, prospectus supplement and underlying supplement,
and the terms set forth herein.
Neither the U.S. Securities and Exchange Commission (the
“SEC”) nor any state or provincial securities commission has approved or disapproved of the Notes or determined if this pricing
supplement or the accompanying underlying supplement, prospectus supplement or prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
The Notes will not constitute deposits insured by the
Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation, or any other government
agency or instrumentality of Canada, the United States or any other jurisdiction. The Notes are not bail-inable debt securities (as defined
on page 6 of the prospectus). The Notes will not be listed on any securities exchange.
The initial estimated value of the Notes on the Trade
Date as determined by CIBC is $9.501 per $10.00 principal amount of the Notes, which is less than the price to public. See “Key Risks—General
Risks” beginning on page PS-10 of this pricing supplement and “The Bank’s Estimated Value of the Notes” on page
PS-19 of this pricing supplement for additional information.
|
Price to
Public |
Underwriting
Discount(1) |
Proceeds
to Us |
Notes Linked to: |
Total |
Per Note |
Total |
Per Note |
Total |
Per Note |
The Least Performing of the iShares® Russell 2000 ETF and the Financial Select Sector SPDR® Fund |
$3,247,500.00 |
$10.00 |
$81,187.50 |
$0.25 |
$3,166,312.50 |
$9.75 |
(1) CIBC World Markets Corp. (“CIBCWM”),
our affiliate, will purchase the Notes and, as part of the distribution of the Notes, will sell all of the Notes to UBS Financial Services
Inc. (“UBS”) at the discount specified in the table above. See “Supplemental Plan of Distribution (Conflicts of Interest)”
on page PS-19 of this pricing supplement for additional information.
UBS Financial Services Inc. |
CIBC Capital Markets |
Additional
Information About the Notes |
You should read this pricing supplement
together with the prospectus dated September 5, 2023 (the “prospectus”), the prospectus supplement dated September 5, 2023
(the “prospectus supplement”) and the ETF Underlying Supplement dated September 5, 2023 (the “underlying supplement”).
Information in this pricing supplement supersedes information in the underlying supplement, the prospectus supplement and the prospectus
to the extent it is different from that information. Certain terms used but not defined herein will have the meanings set forth in the
underlying supplement, the prospectus supplement or the prospectus.
You should rely only on the information
contained in or incorporated by reference in this pricing supplement and the accompanying underlying supplement, the prospectus supplement
and the prospectus. This pricing supplement may be used only for the purpose for which it has been prepared. No one is authorized to give
information other than that contained in this pricing supplement and the accompanying underlying supplement, the prospectus supplement
and the prospectus, and in the documents referred to in those documents and which are made available to the public. We, UBS and our respective
affiliates have not authorized any other person to provide you with different or additional information. If anyone provides you with different
or additional information, you should not rely on it.
We, CIBCWM and UBS are not making
an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained
in or incorporated by reference in this pricing supplement or the accompanying underlying supplement, the prospectus supplement or the
prospectus is accurate as of any date other than the date of the applicable document. Our business, financial condition, results of operations
and prospects may have changed since that date. Neither this pricing supplement nor the accompanying underlying supplement, the prospectus
supplement or the prospectus constitutes an offer, or an invitation on behalf of us, CIBCWM or UBS, to subscribe for and purchase any
of the Notes and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such an offer
or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
References to “CIBC,”
“the Issuer,” “the Bank,” “we,” “us” and “our” in this pricing supplement
are references to Canadian Imperial Bank of Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise
requires. References to “Fund” in the underlying supplement will be references to “Underlying.”
You may access the underlying
supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by
reviewing our filing for the relevant date on the SEC website):
The Notes may be suitable for you if:
| ¨ | You fully understand the risks inherent in an investment in
the Notes, including the risk of loss of your entire initial investment. |
| | |
| ¨ | You believe the Closing Price of each Underlying will be equal
to or greater than its Coupon Barrier on most or all of the Coupon Determination Dates and equal to or greater than its Downside Threshold
on the Final Valuation Date. |
| | |
| ¨ | You are willing to make an investment where you could lose
some or all of your initial investment and are willing to make an investment that may have the same downside market risk as the Least
Performing Underlying. |
| | |
| ¨ | You are willing to accept the individual market risk of each
Underlying and understand that any decline in the price of one Underlying will not be offset or mitigated by a lesser decline or any increase
in the price of any other Underlying. |
| | |
| ¨ | You understand and accept that
you will not participate in any appreciation in the price of any Underlying, and your potential return is limited to the Contingent Coupon
payments. |
| | |
| ¨ | You are willing to invest in
the Notes based on the Coupon Barriers and Downside Thresholds and the Contingent Coupon Rate indicated on the cover hereof. |
| | |
| ¨ | You are willing to hold the Notes
that may be automatically called on any Call Observation Date, commencing on June 16, 2025, on which the Closing Price of each Underlying
is equal to or greater than its Initial Price, or you are otherwise willing to hold the Notes to maturity and do not seek an investment
for which there is an active secondary market. |
| | |
| ¨ | You understand and accept the
risks associated with each Underlying. |
| | |
| ¨ | You are willing to accept the
risk and return profile of the Notes versus a conventional debt security with a comparable maturity issued by CIBC or another issuer with
a similar credit rating. |
| | |
| ¨ | You are willing to forgo dividends
paid on an Underlying and the stocks held by an Underlying and do not seek guaranteed current income from your investment. |
| | |
| ¨ | You are willing to assume the
credit risk associated with CIBC, as Issuer of the Notes, and understand that if CIBC defaults on its obligations, you may not receive
any amounts due to you, including any repayment of principal. |
The Notes may not be suitable for you if:
| ¨ | You
do not fully understand the risks inherent in an investment in the Notes, including the risk
of loss of your entire initial investment. |
| | |
| ¨ | You
believe that the price of at least one Underlying will decline during the term of the Notes
and is likely to close below its Coupon Barrier on most or all of the Coupon Determination
Dates and below its Downside Threshold on the Final Valuation Date. |
| | |
| ¨ | You
are not willing to make an investment in which you could lose some or all of your initial
investment and you are not willing to make an investment that may have the same downside
market risk as the Least Performing Underlying. |
| | |
| ¨ | You
are not willing to accept the individual market risk of each Underlying or are not willing
to accept the risk that any decline in the price of one Underlying will not be offset or
mitigated by a lesser decline or any increase in the price of any other Underlying. |
| | |
| ¨ | You
seek an investment that participates in the appreciation in the price of any Underlying or
that has unlimited return potential. |
| | |
| ¨ | You
are unwilling to invest in the Notes based on the Coupon Barriers and Downside Thresholds
or the Contingent Coupon Rate indicated on the cover hereof. |
| | |
| ¨ | You
are unable or unwilling to hold the Notes that will be automatically called on any Call Observation
Date, commencing on June 16, 2025, on which the Closing Price of each Underlying is equal
to or greater than its Initial Price, or you are otherwise unable or unwilling to hold the
Notes to maturity and seek an investment for which there will be an active secondary market. |
| | |
| ¨ | You
do not understand or accept the risks associated with any Underlying. |
| | |
| ¨ | You
prefer the lower risk, and therefore accept the potentially lower returns, of conventional
debt securities with comparable maturities issued by CIBC or another issuer with a similar
credit rating. |
| | |
| ¨ | You
prefer to receive the dividends paid on an Underlying or the stocks held by an Underlying
and seek guaranteed current income from your investment. |
| | |
| ¨ | You
are not willing or are unable to assume the credit risk associated with CIBC, as Issuer of
the Notes, for any payments on the Notes, including any repayment of principal. |
The suitability considerations identified above
are not exhaustive. Whether or not the Notes are a suitable investment for you will depend on your individual circumstances, and you
should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered
the suitability of an investment in the Notes in light of your particular circumstances. For more information about the Underlyings,
see “Information About the Underlyings” in this pricing supplement, and “Reference Sponsors and Fund Descriptions—The
iShares® Russell 2000 ETF” beginning on page S-38 and “—The Select Sector SPDR® Funds”
beginning on page S-44 of the accompanying underlying supplement. You should also review carefully the “Key Risks” herein
and the more detailed “Risk Factors” beginning on page S-1 of the underlying supplement and beginning on page S-1 of the
accompanying prospectus supplement.
Issuer: |
Canadian Imperial Bank of Commerce |
Principal Amount: |
$10 per Note (subject to a minimum investment of $1,000). |
Term: |
5 years, unless earlier called. |
Trade
Date: |
June 14, 2024 |
Settlement
Date: |
June 20, 2024 |
Final Valuation Date1: |
June 14, 2029 |
Maturity Date1: |
June 20, 2029 |
Reference Asset: |
The least performing of the iShares® Russell 2000 ETF (Ticker: IWM) (the “IWM”) and the Financial Select Sector SPDR® Fund (Ticker: “XLF”) (the “XLF”) (each, an “Underlying” and together, the “Underlyings”) |
Automatic
Call Feature / Call Observation Dates /
Call Payment Date: |
The Notes will be automatically called if the Closing Price
of each Underlying on any quarterly Call Observation Date, commencing on June 16, 2025, is equal to or greater than its Initial Price.
Each Coupon Determination Date on and after June 16, 2025 will also be a Call Observation Date. You will not receive any notice from us
if the Notes are automatically called.
If the Notes are called, CIBC will pay you on the applicable
Coupon Payment Date (which will also be the “Call Payment Date”) a cash payment per Note equal to your principal amount plus
the Contingent Coupon otherwise due on that date. No further amounts will be owed to you under the Notes. |
Coupon Payment Dates: |
Two business days following the applicable Coupon Determination Date,
except that as to the final Coupon Determination Date, the Coupon Payment Date will be the Maturity Date. The Coupon Determination Dates
and the Coupon Payment Dates are set forth in the table below. |
Contingent
Coupon Rate: |
7.60% per annum (or 1.90% per quarter) |
Contingent Coupon: |
If the Closing Price of each Underlying is equal to or greater than
its Coupon Barrier on any Coupon Determination Date, CIBC will pay you the Contingent Coupon applicable to that Coupon Determination Date.
If the Closing Price of any Underlying is less than its Coupon Barrier
on any Coupon Determination Date, the Contingent Coupon applicable to that Coupon Determination Date will not be payable and CIBC will
not make any payment to you on the relevant Coupon Payment Date.
The Contingent Coupon is $0.19 per quarter per Note. The following
table sets forth the expected Coupon Determination Dates and Coupon Payment Dates.
|
|
|
Coupon
Determination
Dates1 |
|
Coupon
Payment Dates1
|
|
|
|
September
16, 2024 |
|
September
18, 2024 |
|
|
|
December
16, 2024 |
|
December
18, 2024 |
|
|
|
March
14, 2025 |
|
March
18, 2025 |
|
|
|
June
16, 2025 |
|
June
18, 2025 |
|
|
|
September
15, 2025 |
|
September
17, 2025 |
|
|
|
December
15, 2025 |
|
December
17, 2025 |
|
|
|
March
16, 2026 |
|
March
18, 2026 |
|
|
|
June
15, 2026 |
|
June
17, 2026 |
|
|
|
September
14, 2026 |
|
September
16, 2026 |
|
|
|
December
14, 2026 |
|
December
16, 2026 |
|
|
|
March
15, 2027 |
|
March
17, 2027 |
|
|
|
June
14, 2027 |
|
June
16, 2027 |
|
|
|
September
14, 2027 |
|
September
16, 2027 |
|
|
|
December
14, 2027 |
|
December
16, 2027 |
|
|
|
March
14, 2028 |
|
March
16, 2028 |
|
|
|
June
14, 2028 |
|
June
16, 2028 |
|
|
|
September
14, 2028 |
|
September
18, 2028 |
|
|
|
December
14, 2028 |
|
December
18, 2028 |
|
|
|
March
14, 2029 |
|
March
16, 2029 |
|
|
|
June
14, 2029 |
|
June
20, 2029 |
|
| Contingent Coupon payments on the Notes are not guaranteed. CIBC will
not pay you the Contingent Coupon for any Coupon Determination Date on which the Closing Price of any Underlying is less than its Coupon
Barrier. |
1 Each Coupon Determination Date, Call Observation Date
and Coupon Payment Date, including the Final Valuation Date and the Maturity Date, is subject to postponement in the event of a
Market Disruption Event or non-trading day, as described under “Certain Terms of the Notes—Valuation Dates” and
“—Interest Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying
underlying supplement.
Payment at Maturity (per $10 Note): |
If the Notes are not called, for each $10 principal amount of the Notes,
you will receive a cash payment on the Maturity Date calculated as follows:
If the Final Price of the Least Performing Underlying is equal to
or greater than its Downside Threshold:
$10 + final Contingent Coupon.
If the Final Price of the Least Performing Underlying is less than
its Downside Threshold:
$10 × (1 + Underlying Return of the Least Performing Underlying).
In this case, you will have a loss of principal that is proportionate
to the decline in the Final Price of the Least Performing Underlying as compared to its Initial Price, and you will lose some or all
of your principal amount. Even with any Contingent Coupons, the return on the Notes may be negative. |
Least Performing Underlying |
The Underlying with the lowest Underlying Return. |
Underlying Return: |
For each Underlying, calculated as follows: Final Price - Initial Price |
Initial Price |
Downside Threshold: |
For each Underlying, 70.00% of its Initial Price, as indicated on the
cover hereof. |
Coupon Barrier: |
For each Underlying, 70.00% of its Initial Price, as indicated on the
cover hereof. |
Initial Price: |
For each Underlying, its Closing Price on the Trade Date, as indicated
on the cover hereof. The Initial Price of an Underlying will be subject to adjustment by the calculation agent as described under “Certain
Terms of the Notes—Anti-Dilution Adjustments” in the accompanying underlying supplement. |
Final Price: |
For each Underlying, its Closing Price on the Final Valuation Date. |
Calculation Agent |
Canadian Imperial Bank of Commerce |
|
The Initial Price of each Underlying was observed and
the terms of the Notes were determined.
|
If the Closing Price of each Underlying is equal to or greater
than its Coupon Barrier on any Coupon Determination Date, CIBC will pay you a Contingent Coupon on the applicable Coupon Payment Date.
The Notes will automatically be called if the Closing Price
of each Underlying on any Call Observation Date, commencing on June 16, 2025, is equal to or greater than its Initial Price.
If the Notes are called, CIBC will pay you a cash payment
per Note equal to $10.00 plus the Contingent Coupon otherwise due on that date.
|
The Final Price and the Underlying Return of each Underlying
are determined on the Final Valuation Date.
If the Notes have not been called and the Final Price of
the Least Performing Underlying is equal to or greater than its Downside Threshold, CIBC will repay the principal amount equal to $10.00
per Note plus the final Contingent Coupon.
If the Notes have not been called and the Final Price of
the Least Performing Underlying is below its Downside Threshold, CIBC will pay you a cash payment at maturity that will be less than the
principal amount, if anything, resulting in a loss of principal proportionate to the decline of the Least Performing Underlying, equal
to an amount of:
$10 × (1 + Underlying Return
of the Least Performing Underlying) per Note |
Investing
in the Notes involves significant risks. You may lose some or all of your principal amount AT MATURITY. Any paymentS on the Notes, including
any repayment of principal, ARE subject to the creditworthiness of CIBC. If CIBC were to default on its payment obligations, you may not
receive any amounts owed to you under the Notes and you could lose your entire investment.
You will be exposed to the market
risk of each Underlying on each Coupon Determination Date and any decline in the price of one Underlying may negatively affect your return
and will not be offset or mitigated by a lesser decline or any increase in the price of any other Underlying. Generally, the higher the
Contingent Coupon Rate on a Note, the greater the risk of loss on that Note.
An investment in the Notes involves
significant risks. Some of the risks that apply to the Notes are summarized here. However, CIBC urges you to read the more detailed explanation
of risks relating to the Notes in the “Risk Factors” section of the accompanying underlying supplement and the accompanying
prospectus supplement. CIBC also urges you to consult your investment, legal, tax, accounting and other advisors before you invest in
the Notes.
Structure Risks
| ¨ | Risk of Loss at Maturity —
The Notes differ from ordinary debt securities in that CIBC will not necessarily pay the full principal amount of the Notes. If the
Notes are not called, CIBC will only pay you the principal amount of your Notes in cash at maturity if the Final Price of the Least Performing
Underlying is greater than or equal to its Downside Threshold. If the Notes are not called and the Final Price of the Least Performing
Underlying is less than its Downside Threshold, you will lose some or all of your initial investment in an amount proportionate to the
decline in the Final Price of the Least Performing Underlying from its Initial Price. You may lose some or all of your principal amount
at maturity. |
| ¨ | The Contingent Repayment of
Principal Applies Only Upon an Automatic Call or at Maturity — You should be willing to hold your Notes to an automatic call
or maturity. If you are able to sell your Notes prior to an automatic call or maturity in the secondary market, you may have to sell them
at a loss relative to your investment even if the price of each Underlying at that time is above its Downside Threshold. |
| ¨ | You May Not Receive any Contingent
Coupons — CIBC will not necessarily make periodic coupon payments on the Notes. If the Closing Price of any Underlying on a
Coupon Determination Date is less than its Coupon Barrier, CIBC will not pay you the Contingent Coupon applicable to that Coupon Determination
Date. If the Closing Price of any Underlying is less than its Coupon Barrier on each of the Coupon Determination Dates, CIBC will not
pay you any Contingent Coupons during the term of, and you will not receive a positive return on, your Notes. Generally, this non-payment
of the Contingent Coupon coincides with a period of greater risk of principal loss on your Notes. |
| ¨ | There
Can Be No Assurance that the Investment View Implicit in the Notes Will Be Successful — It is impossible to predict whether
and the extent to which the price of any Underlying will rise or fall. There can be no assurance that the Closing Price of any Underlying
will be equal to or greater than its Coupon Barrier on any Coupon Determination Date or, if the Notes have not been called, that the Final
Price of the Least Performing Underlying will
be equal to or greater than its Downside Threshold. The price of an Underlying will be influenced by complex and interrelated political,
economic, financial and other factors that affect issuers of the securities held by that Underlying. You should be willing to accept the
risk of not receiving any Contingent Coupons and losing a significant portion or all of your initial investment. |
| ¨ | Your
Potential Return on the Notes Is Limited to Any Contingent Coupons and You Will Not Participate
in Any Appreciation of Any Underlying Or Underlying Constituents — The return potential
of the Notes is limited to the Contingent Coupon Rate regardless of any appreciation of any
Underlying. In addition, your total return on the Notes will vary based on the number of
Coupon Determination Dates for which the Contingent Coupons are payable and may be less than
the Contingent Coupon Rate, or even zero. Further, the return potential of the Notes is limited
by the automatic call feature in that you will not receive any further payments after the
Notes are called. Your Notes could be called as early as June 16, 2025, and your return could
be minimal. If the Notes are not called, you may be exposed to the decline in the price of
the Least Performing Underlying even though you cannot participate in any potential appreciation
in the price of any Underlying. In addition, if the Notes have not been previously called
and if the price of the Least Performing Underlying is less than its Initial Price, as the
Maturity Date approaches and the remaining number of Coupon Determination Dates decreases,
the Notes are less likely to be automatically called, as there will be a shorter period of
time remaining for the price of the Least Performing Underlying to increase to its Initial
Price. As a result, the return on an investment in the Notes could be less than the return
on a direct investment in securities represented by any Underlying. |
| ¨ | Reinvestment
Risk — If your Notes are called early, the term of the Notes will be reduced and you will not receive any payment on the Notes
after the applicable Call Payment Date. There is no guarantee that you would be able to reinvest the proceeds from an automatic call
of the Notes at a comparable rate of return for a similar level of risk. To the extent you are able to reinvest such proceeds in an investment
comparable to the Notes, you may incur transaction costs. The Notes may be called as early as approximately 12 months after issuance. |
| ¨ | Because
the Notes Are Linked to the Performance of More Than One Underlying, There Is a Greater Risk of Contingent Coupons Not Being Paid and
of You Sustaining a Significant Loss on Your Investment — The risk that you will not receive any Contingent Coupons and lose
some or all of your initial investment in the Notes at maturity is greater if you invest in the Notes as opposed to substantially similar
notes that are linked to the performance of only one Underlying. With multiple Underlyings, it is more likely that the Closing Price
of at least one Underlying will be less than its Coupon Barrier on a Coupon Determination Date or less than its Downside Threshold on
the Final Valuation Date. Therefore, it is more likely that you will not receive any Contingent Coupons and that you will suffer a significant
loss on your investment at maturity. |
In addition, movements in the prices of
the Underlyings may be correlated or uncorrelated at different times during the term of the Notes, and such correlation (or lack thereof)
could have an adverse effect on your return on the Notes. The correlation of a pair of Underlyings represents a statistical measurement
of the degree to which the ratios of the returns of those Underlyings were similar to each other over a given period of time. The correlation
between a pair of Underlyings is scaled from 1.0 to -1.0, with 1.0 indicating perfect positive correlation (i.e., the prices of two Underlyings
are increasing together or decreasing together and the ratio of their daily returns has been constant), 0 indicating no correlation (i.e.,
there is no statistical relationship between the daily returns of that pair of Underlyings) and -1.0 indicating perfect negative correlation
(i.e., as the price of one Underlying increases, the price of the other Underlying decreases and the ratio of their daily returns has
been constant).
The lower (or more negative) the correlation
among the Underlyings, the less likely it is that those Underlyings will move in the same direction and, therefore, the greater the potential
for one of those Underlyings to close below its Coupon Barrier or Downside Threshold on a Coupon Determination Date or the Final Valuation
Date, respectively. This is because the less positively correlated the Underlyings are, the greater the likelihood that at least one of
the Underlyings will decrease in value. This results in a greater potential for a Contingent Coupon not to be paid during the term of
the Notes and for a loss of principal at maturity. However, even if the Underlyings have a higher positive correlation, one or more of
those Underlyings might close below its Coupon Barrier or Downside Threshold on a Coupon Determination Date or the Final Valuation Date,
as the Underlyings may decrease in value together.
CIBC determined the Contingent Coupon Rate
for the Notes based, in part, on the correlation among the Underlyings, calculated using internal models at the time the terms of the
Notes were set. As discussed above, increased risk resulting from lower correlation will be reflected in a higher Contingent Coupon Rate
than would be payable on notes that have a higher degree of correlation.
| ¨ | Your Return Will Be Based on the Individual Return of Each
Underlying — Unlike notes linked to a basket of underlyings, the Notes will be linked to the individual performance of each
Underlying. Because the Notes are not linked to a basket, in which case the risk is mitigated and diversified among all of the components
of a basket, you will be exposed to the risk of fluctuations in the prices of the Underlyings to the same degree for each Underlying.
The amount payable on the Notes, if any, depends on the performance of the Least Performing Underlying regardless of the performance of
any other Underlying. You will bear the risk that any of the Underlyings will perform poorly. |
| ¨ | Higher Contingent Coupons
or Lower Downside Thresholds Are Generally Associated with the Underlying with Greater Expected Volatility and Therefore Can Indicate
a Greater Risk of Loss — ”Volatility” refers to the frequency and magnitude of changes in the price of an Underlying.
The greater the expected volatility with respect to an Underlying on the Trade Date, the higher the expectation as of the Trade Date that
the Underlying could close below its Coupon Barrier on a Coupon Determination Date, resulting in no Contingent Coupons payable on the
Notes, or below its Downside Threshold on the Final Valuation Date, resulting in the loss of some or all of your investment. This greater
expected risk will generally be reflected in a higher Contingent Coupon than the yield payable on our conventional debt securities with
a similar maturity, or in more favorable terms (such as a lower Downside Threshold or a higher Contingent Coupon) than for similar securities
linked to the performance of an Underlying with a lower expected volatility as of the Trade Date. You should therefore understand that
a relatively higher Contingent Coupon may indicate an increased risk of loss. Further, a relatively lower Downside Threshold may not necessarily
indicate that the Notes have a greater likelihood of a repayment of principal at maturity. The volatility of an Underlying can change
significantly over the term of the Notes. The price of an Underlying for your Notes could fall sharply, which could result in a significant
loss of principal, and the non-payment of one or more Contingent Coupons. You should be willing to accept the downside market risk of
the Least Performing Underlying and the potential to lose some or all of your principal at maturity. |
| ¨ | The Notes Are Riskier Than
Notes with a Shorter Term — The Notes are relatively long-dated. Therefore, many of the risks of the Notes are heightened as
compared to Notes with a shorter term, as you will be subject to those risks for a longer period of time. In addition, the value of a
longer-dated Note is typically less than the value of an otherwise comparable Note with a shorter term. |
Underlying Risks
| ¨ | An Investment in the Notes
Is Subject to Risks Associated with Investing in Small-Capitalization Companies — The IWM invests in companies that may be considered
small-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less liquidity than
large-capitalization companies, and therefore the share price of the IWM may be more volatile than an investment in stocks issued by large-capitalization
companies. Stock prices of small-capitalization companies are also more vulnerable than those of large-capitalization companies to adverse
business and economic developments, and the stocks of small-capitalization companies may be thinly traded, making it difficult for the
IWM to buy and sell them. In addition, small-capitalization companies are typically less stable financially than large-capitalization
companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Small-capitalization companies
are often subject to less analyst coverage and may be in early, and less predictable, periods of their corporate existences. Such companies
tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources
and less competitive strengths than large-capitalization companies and are more susceptible to adverse developments related to their products
or services. These factors could adversely affect the price of the IWM during the term of the Notes, which may adversely affect the return
on the Notes. |
| ¨ | An Investment in the Notes
Is Subject to Risks Associated the Financial Sector — All or substantially all of the stocks held by the XLF are issued by companies
whose primary business is directly associated with the financial sector. Because the value of the Notes is linked to the performance of
the Least Performing Underlying, an investment in the Notes exposes investors to risks associated with investments in the stocks of companies
in the financial sector. The value of the Notes may be subject to greater volatility and be more adversely affected by a single economic,
political or regulatory occurrence affecting the financial sector than a different investment linked to a more broadly diversified group
of underlying stocks. Financial services companies are subject to extensive government regulation, which may limit both the amounts and
types of loans and other financial commitments they can make, the interest rates |
and fees they can charge, the scope of their activities,
the prices they can charge and the amount of capital they must maintain. Profitability of financial services companies is largely dependent
on the availability and cost of capital funds and can fluctuate significantly when interest rates change or due to increased competition.
In addition, deterioration of the credit markets generally may cause an adverse impact in a broad range of markets, including U.S. and
international credit and interbank money markets generally, thereby affecting a wide range of financial institutions and markets. Certain
events in the financial sector may cause an unusually high degree of volatility in the financial markets, both domestic and foreign, and
cause certain financial services companies to incur large losses. Securities of financial services companies may experience a dramatic
decline in value when these companies experience substantial declines in the valuations of their assets, take action to raise capital
(such as the issuance of debt or equity securities), or cease operations. Credit losses resulting from financial difficulties of borrowers
and financial losses associated with investment activities can negatively impact the financial sector. Insurance companies may be subject
to severe price competition. Adverse economic, business or political developments could adversely affect financial institutions engaged
in mortgage finance or other lending or investing activities directly or indirectly connected to the value of real estate. These factors
could adversely affect the financial sector and the prices of the equity securities held by the XLF and the price of the XLF during the
term of the Notes, which may adversely affect the return on the Notes.
| ¨ | Owning the Notes Is Not the Same as Owning Shares of an
Underlying or the Stocks Held by an Underlying — The return on your Notes may not reflect the return you would realize
if you actually owned shares of an Underlying or the stocks held by an Underlying. As a holder of the Notes, you will not have voting
rights or rights to receive dividends or other distributions or other rights that holders of shares of an Underlying or the stocks held
by any Underlying would have. Furthermore, an Underlying and the stocks held by an Underlying may appreciate substantially during the
term of your Notes, and you will not participate in such appreciation. |
| ¨ | Changes Affecting an Underlying
or Its Underlying Index May Adversely Affect the Value of that Underlying — The policies of the sponsor of an Underlying or
its Underlying Index concerning additions, deletions and substitutions of the stocks included in that Underlying or Underlying Index and
the manner in which the sponsor takes account of certain changes affecting those stocks included in that Underlying or Underlying Index
may adversely affect its value. The policies of such sponsor with respect to the calculation of that Underlying or Underlying Index could
also adversely affect its value. Such sponsor may discontinue or suspend calculation or dissemination of that Underlying or Underlying
Index. Any such actions could have an adverse effect on the price of an Underlying and consequently, the value of the Notes. |
| ¨ | The Performance of a Fund
May Not Correlate with the Performance of Its Underlying Index as well as the Net Asset Value per Share of that Fund, Especially During
Periods of Market Volatility — Although a Fund is designed to track the performance of its Underlying Index, the performance
of that Fund and that of its Underlying Index generally will vary due to, for example, transaction costs, management fees, certain corporate
actions, and timing variances. Moreover, it is also possible that the performance of a Fund may not fully replicate or may, in certain
circumstances, diverge significantly from the performance of its Underlying Index. This could be due to, for example, a Fund not holding
all or substantially all of the underlying assets included in the Underlying Index and/or holding assets that are not included in the
Underlying Index, the temporary unavailability of certain securities in the secondary market, the performance of any derivative instruments
held by a Fund, differences in trading hours between a Fund (or the underlying assets held by a Fund) and its Underlying Index, or due
to other circumstances. This variation in performance is called the “tracking error,” and, at times, the tracking error may
be significant. |
In addition, because the shares of
a Fund are traded on a securities exchange and are subject to market supply and investor demand, the market price of one share of that
Fund may differ from its net asset value per share; shares of that Fund may trade at, above, or below its net asset value per share.
During periods of market volatility,
securities held by a Fund may be unavailable in the secondary market, market participants may be unable to calculate accurately the
net asset value per share of that Fund and the liquidity of that Fund may be adversely affected. This kind of market volatility may also
disrupt the ability of market participants to create and redeem shares of a Fund. Further, market volatility may adversely affect, sometimes
materially, the prices at which market participants are willing to buy and sell shares of a Fund. As a result, under these circumstances,
the market value of shares of a Fund may vary substantially from the net asset value per share of that Fund.
For the foregoing reasons, the performance
of a Fund may not match the performance of its Underlying Index over the same period. Because of this variance, the return on the Notes,
to the extent dependent on the performance of that Fund, may not be the same as an investment directly in the securities or other assets
included in the Underlying Index or the same as a debt security with a return linked to the performance of the Underlying Index.
| ¨ | The Funds are Subject to Management
Risk — The Funds are not managed according to traditional methods of “active” investment management, which involve
the buying and selling of securities based on economic, financial and market analysis and investment judgment. Instead, The Fund, utilizing
a “passive” or indexing investment approach, attempts to approximate the investment performance of the Underlying Index by
investing in a portfolio of securities that generally replicate the Underlying Index. Therefore, unless a specific security is removed
from its Underlying Index, a Fund generally would not sell a security because the security’s issuer was in financial trouble. In
addition, a Fund is subject to the risk that the investment strategy of its investment advisor may not produce the intended results. All
these factors may adversely affect the Closing Price of a Fund and consequently, the return on the Notes. |
Conflicts of Interest
| ¨ | Certain Business, Trading
and Hedging Activities of Us, UBS, and Our Respective Affiliates May Create Conflicts With Your Interests and Could Potentially Adversely
Affect the Value of the Notes — We, UBS, and our respective affiliates may engage in trading and other business activities related
to an Underlying or any securities held by an Underlying that are not for your account or |
on your behalf. We, UBS, and our respective
affiliates also may issue or underwrite other financial instruments with returns based upon an Underlying. These activities may present
a conflict of interest between your interest in the Notes and the interests that we, UBS, and our respective affiliates may have in our
or their proprietary accounts, in facilitating transactions, including block trades, for our or their other customers, and in accounts
under our or their management. In addition, we, UBS, and our respective affiliates may publish research, express opinions or provide recommendations
that are inconsistent with investing in or holding the Notes, and which may be revised at any time. Any such research, opinions or recommendations
could adversely affect the price of an Underlying, and therefore, the market value of the Notes. These trading and other business activities,
if they affect the price of an Underlying or secondary trading in your Notes, could be adverse to your interests as a beneficial owner
of the Notes.
Moreover, we, UBS, and our respective
affiliates play a variety of roles in connection with the issuance of the Notes, including hedging our obligations under the Notes and
making the assumptions and inputs used to determine the pricing of the Notes and the initial estimated value of the Notes when the terms
of the Notes were set. We expect to hedge our obligations under the Notes through CIBCWM, UBS, one of our or its affiliates, and/or another
unaffiliated counterparty, which may include any dealer from which you purchase the Notes. Any of these hedging activities may adversely
affect the price of an Underlying and therefore the market value of the Notes and the amount you will receive, if any, on the Notes. In
connection with such activities, the economic interests of us, UBS, and our respective affiliates may be adverse to your interests as
an investor in the Notes. Any of these activities may adversely affect the value of the Notes. In addition, because hedging our obligations
entails risk and may be influenced by market forces beyond our control, this hedging activity may result in a profit that is more or less
than expected, or it may result in a loss. We, UBS, one or more of our respective affiliates or any unaffiliated counterparty will retain
any profits realized in hedging our obligations under the Notes even if investors do not receive a favorable investment return under the
terms of the Notes or in any secondary market transaction. Any profit in connection with such hedging activities will be in addition to
any other compensation that we, UBS, our respective affiliates or any unaffiliated counterparty receive for the sale of the Notes, which
creates an additional incentive to sell the Notes to you. We, UBS, our respective affiliates or any unaffiliated counterparty will have
no obligation to take, refrain from taking or cease taking any action with respect to these transactions based on the potential effect
on an investor in the Notes.
| ¨ | There Are Potential Conflicts
of Interest Between You and the Calculation Agent — The calculation agent will determine, among other things, the amount of
payments on the Notes. The calculation agent will exercise its judgment when performing its functions. For example, the calculation agent
will determine whether a Market Disruption Event affecting an Underlying has occurred, and determine the Closing Price of that Underlying
if a scheduled Call Observation Date or the Final Valuation Date is postponed to the last possible day with respect to an Underlying,
and make certain anti-dilution adjustments to the Initial Price of a Fund if certain corporate events occur. See “Certain Terms
of the Notes—Valuation Dates” and “—Anti-Dilution Adjustments” in the underlying supplement. This determination
may, in turn, depend on the calculation agent’s judgment as to whether the event has materially interfered with our ability or the
ability of one of our affiliates to unwind our hedge positions. The calculation agent will be required to carry out its duties in good
faith and use its reasonable judgment. However, because we will be the calculation agent, potential conflicts of interest could arise.
None of us, CIBCWM or any of our other affiliates will have any obligation to consider your interests as a holder of the Notes in taking
any action that might affect the value of your Notes. |
Tax Risks
| ¨ | The
Tax Treatment of the Notes Is Uncertain — Significant aspects of the tax treatment of the Notes are uncertain. You should consult
your tax advisor about your own tax situation. See “United States Federal Income Tax Considerations” and “Certain Canadian
Federal Income Tax Considerations” in this pricing supplement, “Material U.S. Federal Income Tax Consequences” in the
underlying supplement and “Material Income Tax Consequences—Canadian Taxation” in the prospectus. |
General Risks
| ¨ | Payments on the Notes Are
Subject to Our Credit Risk, and Actual or Perceived Changes in Our Creditworthiness Are Expected to Affect the Value of the Notes —
The Notes are our senior unsecured debt obligations and are not, either directly or indirectly, an obligation of any third party. As further
described in the accompanying prospectus and prospectus supplement, the Notes will rank on par with all of our other unsecured and unsubordinated
debt obligations, except such obligations as may be preferred by operation of law. All payments to be made on the Notes depend on our
ability to satisfy our obligations as they come due. As a result, the actual and perceived creditworthiness of us may affect the market
value of the Notes and, in the event we were to default on our obligations, you may not receive the amounts owed to you under the terms
of the Notes. If we default on our obligations under the Notes, your investment would be at risk and you could lose some or all of your
investment. See “Description of Senior Debt Securities—Events of Default” in the accompanying prospectus. |
| ¨ | The
Notes Will Be Subject to Risks Under Canadian Bank Resolution Powers — Under Canadian bank resolution powers, the CDIC may,
in circumstances where the Bank has ceased, or is about to cease, to be viable, assume temporary control or ownership of the Bank and
may be granted broad powers by one or more orders of the Governor in Council (Canada), each of which we refer to as an “Order,”
including the power to sell or dispose of all or a part of the assets of the Bank, and the power to carry out or cause the Bank to carry
out a transaction or a series of transactions the purpose of which is to restructure the business of the Bank. If the CDIC were to take
action under the Canadian bank resolution powers with respect to the Bank, this could result in holders or beneficial owners of the Notes
being exposed to losses. |
| ¨ | The Bank’s Initial Estimated
Value of the Notes Is Lower Than the Initial Issue Price (Price to Public) of the Notes — The initial issue price of the Notes
exceeds the Bank’s initial estimated value because costs associated with selling and structuring the Notes, as well as hedging the
Notes, are included in the initial issue price of the Notes. See “The Bank’s Estimated Value of the Notes” on page PS-19
of this pricing supplement. |
| ¨ | The Bank’s Initial Estimated
Value Does Not Represent Future Values of the Notes and May Differ From Others’ Estimates — The Bank’s initial estimated
value of the Notes is only an estimate, which was determined by reference to the Bank’s internal pricing models when the terms of
the Notes were set. This estimated value was based on market conditions and other relevant factors existing at that time, the Bank’s
internal funding rate on the Trade Date and the Bank’s assumptions about market parameters, which can include volatility, dividend
rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for the Notes that are greater
or less than the Bank’s initial estimated value. In addition, market conditions and other relevant factors in the future may change,
and any assumptions may prove to be incorrect. On future dates, the market value of the Notes could change significantly based on, among
other things, changes in market conditions, including the prices of the Underlyings, the Bank’s creditworthiness, interest rate
movements and other relevant factors, which may impact the price at which CIBCWM or any other party would be willing to buy the Notes
from you in any secondary market transactions. The Bank’s initial estimated value does not represent a minimum price at which CIBCWM
or any other party would be willing to buy the Notes in any secondary market (if any exists) at any time. See “The Bank’s
Estimated Value of the Notes” on page PS-19 of this pricing supplement. |
| ¨ | The Bank’s Initial Estimated
Value of the Notes Was Not Determined by Reference to Credit Spreads for Our Conventional Fixed-Rate Debt — The internal funding
rate used in the determination of the Bank’s initial estimated value of the Notes generally represents a discount from the credit
spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the Notes
as well as the higher issuance, operational and ongoing liability management costs of the Notes in comparison to those costs for our conventional
fixed-rate debt. If the Bank were to have used the interest rate implied by our conventional fixed-rate debt, we would expect the economic
terms of the Notes to be more favorable to you. Consequently, our use of an internal funding rate for market-linked Notes had an adverse
effect on the economic terms of the Notes and the initial estimated value of the Notes on the Trade Date, and could have an adverse effect
on any secondary market prices of the Notes. See “The Bank’s Estimated Value of the Notes” on page PS-19 of this pricing
supplement. |
| ¨ | If CIBCWM Were to Repurchase
Your Notes After the Settlement Date, the Price May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period
— While CIBCWM may make markets in the Notes, it is under no obligation to do so and may discontinue any market-making activities
at any time without notice. The price that it makes available from time to time after the Settlement Date at which it would be willing
to repurchase the Notes will generally reflect its estimate of their value. That estimated value will be based upon a variety of factors,
including then prevailing market conditions, our creditworthiness and transaction costs. However, for a period of approximately 9 months
after the Trade Date, the price at which CIBCWM may repurchase the Notes is expected to be higher than their estimated value at that time.
This is because, at the beginning of this period, that price will not include certain costs that were included in the initial issue price,
particularly our hedging costs and profits. As the period continues, these costs are expected to be gradually included in the price that
CIBCWM would be willing to pay, and the difference between that price and CIBCWM’s estimate of the value of the Notes will decrease
over time until the end of this period. After this period, if CIBCWM continues to make a market in the Notes, the prices that it would
pay for them are expected to reflect its estimated value, as well as customary bid-ask spreads for similar trades. In addition, the value
of the Notes shown on your account statement may not be identical to the price at which CIBCWM would be willing to purchase the Notes
at that time, and could be lower than CIBCWM’s price. |
| ¨ | Economic and Market Factors
May Adversely Affect the Terms and Market Price of the Notes Prior to Maturity or Call — Because structured notes, including
the Notes, can be thought of as having a debt and derivative component, factors that influence the values of debt instruments and options
and other derivatives will also affect the terms and features of the Notes at issuance and the market price of the Notes prior to maturity
or call. These factors include the prices of the Underlyings; the volatility of the Underlyings; the dividend rate paid on an Underlying
and the stocks held by an Underlying; the time remaining to the maturity or call of the Notes; interest rates in the markets in general;
geopolitical conditions and economic, financial, political, regulatory, judicial or other events; and the creditworthiness of CIBC. These
and other factors are unpredictable and interrelated and may offset or magnify each other. |
| ¨ | The Notes Will Not Be Listed
on Any Securities Exchange and We Do Not Expect a Trading Market for the Notes to Develop — The Notes will not be listed on
any securities exchange. Although CIBCWM and/or its affiliates intend to purchase the Notes from holders, they are not obligated to do
so and are not required to make a market for the Notes. There can be no assurance that a secondary market will develop for the Notes.
Because we do not expect that any market makers will participate in a secondary market for the Notes, the price at which you may be able
to sell your Notes is likely to depend on the price, if any, at which CIBCWM and/or its affiliates are willing to buy your Notes. |
If a secondary market does exist, it
may be limited. Accordingly, there may be a limited number of buyers if you decide to sell your Notes prior to maturity or automatic call.
This may affect the price you receive upon such sale. Consequently, you should be willing to hold the Notes to maturity or automatic call.
Hypothetical
Scenario Analysis and Examples |
The scenario analysis and examples
below are hypothetical and provided for illustrative purposes only. They do not purport to be representative of every possible scenario
concerning increases or decreases in the price of any Underlying relative to its Initial Price. The hypothetical terms used below are
not the actual terms. The actual terms are indicated on the cover of this pricing supplement. We cannot predict the Final Price or
the Closing Price of any Underlying on any Coupon Determination Date or Call Observation Date. You should not take the scenario analysis
and these examples as an indication or assurance of the expected performance of any Underlying. The numbers appearing in the examples
below may have been rounded for ease of analysis. The following scenario analysis and examples illustrate the Payment at Maturity or upon
earlier automatic call per $10.00 Note on a hypothetical offering of the Notes, based on the following terms:
Investment Term: |
5 years (unless earlier called) |
Hypothetical Initial Prices: |
$100.00 for each Underlying |
Contingent Coupon Rate: |
7.60% per annum (or 1.90% per quarter) |
Contingent Coupon: |
$0.19 per quarter |
Coupon Determination Dates: |
Quarterly |
Call Observation Dates: |
Quarterly, commencing on June 16, 2025 |
Hypothetical Coupon Barriers: |
$70.00 for each Underlying (70.00% of its Initial Price) |
Hypothetical Downside Thresholds: |
$70.00 for each Underlying (70.00% of its Initial Price) |
Example 1 — Notes Are Called on the First Call Observation Date,
Which Corresponds to the Fourth Coupon Determination Date
Date |
Closing Price |
Payment (per Note) |
First Coupon Determination Date |
IWM: $80 (at or above Coupon Barrier;
below Initial Price)
XLF: $110 (at or above Coupon Barrier
and Initial Price) |
$0.19 (Contingent Coupon) |
Second Coupon Determination Date |
IWM: $70 (at or above Coupon Barrier;
below Initial Price)
XLF: $130 (at or above Coupon Barrier
and Initial Price) |
$0.19 (Contingent Coupon) |
Third Coupon Determination Date |
IWM: $75 (at or above Coupon Barrier;
below Initial Price)
XLF: $120 (at or above Coupon Barrier
and Initial Price) |
$0.19 (Contingent Coupon) |
Fourth Coupon Determination Date (and First Call Observation Date) |
IWM: $150 (at or above Coupon Barrier
and Initial Price)
XLF: $140 (at or above Coupon Barrier
and Initial Price) |
$10.19 (Settlement Amount) |
|
Total Payment: $10.76 (7.60% return) |
Since the Notes are called on the fourth Coupon Determination Date (which
is the first Call Observation Date), CIBC will pay you on the Call Payment Date a total of $10.19 per Note. When added to the Contingent
Coupon payments of $0.57 received in respect of the first three Coupon Determination Dates, CIBC will have paid you a total of $10.76
per Note, for a 7.60% total return on the Notes. No further amount will be owed to you under the Notes.
Example 2 — Notes Are NOT Called and the Final Price of Each
Underlying Is at or Above Its Coupon Barrier and Downside Threshold
Date |
Closing Price |
Payment (per Note) |
First Coupon Determination Date |
IWM: $90 (at or above Coupon Barrier;
below Initial Price)
XLF: $105 (at or above Coupon Barrier
and Initial Price) |
$0.19 (Contingent Coupon) |
Second Coupon Determination Date |
IWM: $80 (at or above Coupon Barrier;
below Initial Price)
XLF: $110 (at or above Coupon Barrier
and Initial Price) |
$0.19 (Contingent Coupon) |
Third Coupon Determination Date |
IWM: $75 (at or above Coupon Barrier;
below Initial Price)
XLF: $120 (at or above Coupon Barrier
and Initial Price) |
$0.19 (Contingent Coupon) |
Fourth through Nineteenth Coupon Determination Dates (and First through Sixteenth Call Observation Date) |
Various (Closing Price of at least one Underlying below Coupon Barrier; below Initial Price) |
$0.00 – Notes are not automatically called |
Final Valuation Date |
IWM: $85 (at or above Coupon Barrier
and Downside Threshold; below Initial Price)
XLF: $110 (at or above Coupon Barrier,
Downside Threshold and Initial Price) |
$10.19 (Payment at Maturity) |
|
Total Payment: $10.76 (7.60% return) |
At maturity, CIBC will pay you a total of $10.19 per Note, reflecting
your principal amount plus the applicable Contingent Coupon. When added to the Contingent Coupon payments of $0.57 received in respect
of the first three Coupon Determination Dates, CIBC will have paid you a total of $10.76 per Note, for a 7.60% total return on the Notes.
Example 3 — Notes Are NOT Called and the Final Price of the
Least Performing Underlying Is Below Its Coupon Barrier and Downside Threshold
Date |
Closing Price |
Payment (per Note) |
First Coupon Determination Date |
IWM: $90 (at or above Coupon Barrier;
below Initial Price)
XLF: $120 (at or above Coupon Barrier
and Initial Price) |
$0.19 (Contingent Coupon) |
Second Coupon Determination Date |
IWM: $55 (below Coupon Barrier and
Initial Price)
XLF: $110 (at or above Coupon Barrier
and Initial Price) |
$0.00 |
Third Coupon Determination Date |
IWM: $50 (below Coupon Barrier and
Initial Price)
XLF: $120 (at or above Coupon Barrier
and Initial Price) |
$0.00 |
Fourth through Nineteenth Coupon Determination Dates (and First through Sixteenth Call Observation Date) |
Various (Closing Price of at least one Underlying below Coupon Barrier; below Initial Price) |
$0.00 – Notes are not automatically called |
Final Valuation Date |
IWM: $40 (below Coupon Barrier, Downside
Threshold and Initial Price)
XLF: $110 (at or above Coupon Barrier,
Downside Threshold and Initial Price) |
$10.00 × (1 + Underlying Return
of the Least Performing Underlying)
=$10.00 × (1 + -60%)
=$10.00 - $6.00
=$4.00 (Payment at Maturity) |
|
Total Payment: $4.19 (-58.10% return) |
Since the Notes are not called and the Final Price of the Least Performing
Underlying is below its Downside Threshold, CIBC will pay you at maturity $4.00 per Note. In addition, the final Contingent Coupon will
not be payable because the Final Price of the Least Performing Underlying is also below its Coupon Barrier. When added to the Contingent
Coupon payment of $0.19 received in respect of the first Coupon Determination Date, CIBC will have paid you $4.19 per Note, for a -58.10%
total return on the Notes.
Information
About the Underlyings |
The iShares® Russell 2000 ETF
The iShares® Russell 2000 ETF (Bloomberg ticker:
“IWM”) seeks to provide investment results that, before expenses, correspond generally to the price and yield performance
of the Russell 2000® Index, which is designed to measure the performance of the small-capitalization segment of the U.S.
equity market. The IWM trades on the NYSE Arca under the ticker symbol “IWM.” See “Reference Sponsors and Fund Descriptions—The
iShares® Russell 2000 ETF” on page S-38 of the accompanying underlying supplement for additional information about
the IWM.
In addition, information filed by the IWM with the SEC pursuant
to the Securities Exchange Act of 1934 and the Investment Company Act can be located by reference to the SEC file numbers 333-92935 and
811-09729, respectively on the SEC’s website at http://www.sec.gov. In addition, information about the IWM may be obtained from
other sources including, but not limited to, the IWM’s website. We are not incorporating by reference into this pricing supplement
the website or any material it includes. None of us, UBS or any of our respective affiliates makes any representation that such publicly
available information regarding the IWM is accurate or complete.
Historical Performance of the IWM
The graph below illustrates the performance of the IWM from
January 1, 2019 to June 14, 2024, based on the daily Closing Prices as reported by Bloomberg L.P. (“Bloomberg”), without independent
verification. We have not conducted any independent review or due diligence of the publicly available information from Bloomberg. On June
14, 2024, the Closing Price of the IWM was $198.73, which is its Initial Price. The green line indicates its Coupon Barrier and Downside
Threshold of $139.11, which is equal to 70.00% of its Initial Price. The historical performance of the IWM should not be taken as an indication
of its future performance, and no assurances can be given as to the price of the IWM at any time during the term of the Notes, including
the Coupon Determination Dates. We cannot give you assurance that the performance of the IWM will result in the return of any of your
investment.
Historical Performance
of the iShares® Russell 2000 ETF
Source: Bloomberg
The Financial Select Sector SPDR®
Fund
The Financial Select Sector SPDR®
Fund (Bloomberg ticker: “XLF”) seeks to provide investment results that, before expenses, correspond generally to the price
and yield performance of the Financial Select Sector Index, which seeks to represent the financial sector of the S&P 500®
Index. The XLF trades on the NYSE Arca under the ticker symbol “XLF.” See “Reference Sponsors and Fund Descriptions—
The Select Sector SPDR® Funds” beginning on page S-44 of the accompanying underlying supplement for additional information
about the XLF.
In addition, information filed by the XLF with the SEC pursuant to the
Securities Exchange Act of 1934 and the Investment Company Act can be located by reference to the SEC file numbers 333-57791 and 811-08837,
respectively on the SEC’s website at http://www.sec.gov. In addition, information about the XLF may be obtained from other sources
including, but not limited to, the XLF’s website. We are not incorporating by reference into this pricing supplement the website
or any material it includes. None of us, UBS or any of our respective affiliates makes any representation that such publicly available
information regarding the XLF is accurate or complete.
Historical Performance of the XLF
The graph below illustrates the performance of the XLF from
January 1, 2019 to June 14, 2024, based on the daily Closing Prices as reported by Bloomberg, without independent verification. We have
not conducted any independent review or due diligence of the publicly available information from Bloomberg. On June 14, 2024, the Closing
Price of the XLF was $40.65, which is its Initial Price. The green line indicates its Coupon Barrier and Downside Threshold of $28.46,
which is equal to 70.00% of its Initial Price. The historical performance of the XLF should not be taken as an indication of its future
performance, and no assurances can be given as to the price of the XLF at any time during the term of the Notes, including the Coupon
Determination Dates. We cannot give you assurance that the performance of the XLF will result in the return of any of your investment.
Historical Performance of the Financial Select
Sector SPDR® Fund
Source: Bloomberg
Correlation of the Underlyings |
The graph below illustrates the daily performance of the Underlyings
from January 1, 2019 through June 14, 2024. For comparison purposes, each Underlying has been normalized to have a Closing Price of 100.00
on January 1, 2019 by dividing the Closing Price of that Underlying on each Trading Day by the Closing Price of that Underlying on January
1, 2019 and multiplying by 100.00. We obtained the Closing Prices used to determine the normalized Closing Prices set forth below from
Bloomberg, without independent verification.
The closer the relationship of the daily returns of the Underlyings over
a given period, the more positively correlated those Underlyings are. The lower (or more negative) the correlation of the Underlyings,
the less likely it is that those Underlyings will move in the same direction and therefore, the greater the potential for the Closing
Price or the Final Price of one of those Underlyings to be less than its Coupon Barrier or Downside Threshold on a Coupon Determination
Date or the Final Valuation Date, respectively. This is because the less positively correlated the Underlyings are, the greater the likelihood
that at least one of the Underlyings will decrease in value. However, even if the Underlyings have a higher positive correlation, the
Closing Price or the Final Price of one or more of the Underlyings might be less than its Coupon Barrier or Downside Threshold on a Coupon
Determination Date or the Final Valuation Date, respectively, as the Underlyings may decrease in value together. Although the correlation
of the Underlyings’ performance may change over the term of the Notes, the correlations referenced in setting the terms of the Notes
were calculated using CIBC’ internal models at the time when the terms of the Notes were set and were not derived from the daily
returns of the Underlyings over the period set forth below. A higher Contingent Coupon Rate is generally associated with lower correlation
of the Underlyings, which reflects a greater potential for a loss on your investment at maturity. See “Key Risks — Structure
Risks — Because the Notes Are Linked to the Performance of More Than One Underlying, There Is a Greater Risk of Contingent Coupons
Not Being Paid and of You Sustaining a Significant Loss on Your Investment,” “ — Your Return Will Be Based on the Individual
Return of Each Underlying,” and “— Higher Contingent Coupons or Lower Downside Thresholds Are Generally Associated with
the Underlying with Greater Expected Volatility and Therefore Can Indicate a Greater Risk of Loss“ herein.
Past performance of the Underlyings is not indicative of the future performance
of the Underlyings.
Historical Performance of the iShares®
Russell 2000 ETF and the Financial Select Sector SPDR® Fund
Source: Bloomberg
United States Federal Income Tax Considerations |
The following discussion is a brief summary of the material U.S. federal
income tax considerations relating to an investment in the Notes. The following summary is not complete and is both qualified and supplemented
by (although to the extent inconsistent supersedes) the discussion entitled “Material U.S. Federal Income Tax Consequences”
in the underlying supplement, which you should carefully review prior to investing in the Notes. Except with respect to the section below
under “Non-U.S. Holders,” it applies only to those U.S. Holders who are not excluded from the discussion of United States
Taxation in the accompanying prospectus.
The U.S. federal income tax considerations of your investment in the
Notes are uncertain. No statutory, judicial or administrative authority directly discusses how the Notes should be treated for U.S. federal
income tax purposes. In the opinion of our tax counsel, Mayer Brown LLP, it would generally be reasonable to treat the Notes as prepaid
derivative contracts. Pursuant to the terms of the Notes, you agree to treat the Notes in this manner for all U.S. federal income tax
purposes. If this treatment is respected, you should generally recognize capital gain or loss upon the sale, exchange, redemption or payment
upon maturity in an amount equal to the difference between the amount you receive in such transaction and the amount that you paid for
your Notes. Such gain or loss should generally be treated as long-term capital gain or loss if you have held your Notes for more than
one year. Although the tax treatment of the Contingent Coupon payments is unclear, we intend to treat any Contingent Coupon payments,
including on the Maturity Date or upon an automatic call, as ordinary income includible in income by you at the time it accrues or is
received in accordance with your normal method of accounting for U.S. federal income tax purposes.
The expected characterization of the Notes is not binding on the U.S.
Internal Revenue Service (the “IRS”) or the courts. It is possible that the IRS would seek to characterize the Notes in a
manner that results in tax consequences to you that are different from those described above or in the accompanying underlying supplement.
For a more detailed discussion of certain alternative characterizations with respect to the Notes and certain other considerations with
respect to an investment in the Notes, you should consider the discussion set forth in “Material U.S. Federal Income Tax Consequences”
of the underlying supplement. We are not responsible for any adverse consequences that you may experience as a result of any alternative
characterization of the Notes for U.S. federal income tax or other tax purposes.
Non U.S.-Holders.
A “dividend equivalent” payment is treated as a dividend from sources within the United States and such payments generally
would be subject to a 30% U.S. withholding tax if paid to a Non-U.S. Holder. Under Treasury regulations, payments (including deemed payments)
with respect to equity-linked instruments (“ELIs”) that are “specified ELIs” may be treated as dividend equivalents
if such specified ELIs reference an interest in an “underlying security,” which is generally any interest in an entity taxable
as a corporation for U.S. federal income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend.
However, Internal Revenue Service guidance provides that withholding on dividend equivalent payments will not apply to specified ELIs
that are not delta-one instruments and that are issued before January 1, 2027. We expect that the delta of the Notes will not be one,
and therefore, we expect that Non-U.S. Holder should not be subject to withholding on dividend equivalent payments, if any, under the
Notes. However, it is possible that the Notes could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence
of certain events affecting the Underlyings or the Notes, and following such occurrence the Notes could be treated as subject to withholding
on dividend equivalent payments. Non-U.S. Holders that enter, or have entered, into other transactions in respect of any Underlying or
the Notes should consult their tax advisors as to the application of the dividend equivalent withholding tax in the context of the Notes
and their other transactions. If any payments are treated as dividend equivalents subject to withholding, we (or the applicable paying
agent) would be entitled to withhold taxes without being required to pay any additional amounts with respect to amounts so withheld.
Please
see the discussion under the section entitled “Material U.S. Federal Income Tax Consequences” in the underlying supplement
for a further discussion of the U.S. federal income tax consequences of an investment in the Notes. You should consult your
tax advisor as to the tax consequences of such characterization and any possible alternative characterizations of the Notes for U.S. federal
income tax purposes. You should also consult your tax advisor concerning the U.S. federal income tax and other tax consequences of your
investment in the Notes in your particular circumstances, including the application of state, local or other tax laws and the possible
effects of changes in federal or other tax laws.
Certain
Canadian Federal Income Tax Considerations |
In the opinion
of Blake, Cassels & Graydon LLP, our Canadian tax counsel, the following summary describes the principal Canadian federal income
tax considerations under the Income Tax Act (Canada) and the regulations thereto (the “Canadian Tax Act”) generally applicable
at the date hereof to a purchaser who acquires beneficial ownership of a Note pursuant to this pricing supplement and who for the purposes
of the Canadian Tax Act and at all relevant times: (a) is neither resident nor deemed to be resident in Canada; (b) deals at arm’s
length with the Issuer and any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of the Note; (c)
does not use or hold and is not deemed to use or hold the Note in, or in the course of, carrying on a business in Canada; (d) is entitled
to receive all payments (including any interest and principal) made on the Note; (e) is not a, and deals at arm’s length with any,
“specified shareholder” of the Issuer for purposes of the thin capitalization rules in the Canadian Tax Act; and (f) is not
an entity in respect of which the Issuer or any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes
of, loans or otherwise transfers the Note is a “specified entity”, and is not a “specified entity” in respect
of such a transferee, in each case, for purposes of the Hybrid Mismatch Proposals, as defined below (a “Non-Resident Holder”).
Special rules which apply to non-resident insurers carrying on business in Canada and elsewhere are not discussed in this summary.
This summary assumes
that no amount paid or payable to a holder described herein will be the deduction component of a “hybrid mismatch arrangement”
under which the payment arises within the meaning of proposed paragraph 18.4(3)(b) of the Canadian Tax Act contained in the revised proposals
with respect to “hybrid mismatch arrangements” included in the proposals to amend the Canadian Tax Act released by the Minister
of Finance (Canada) on November 28, 2023 (the “Hybrid Mismatch Proposals”). Investors should note that the Hybrid Mismatch
Proposals are in draft form, are highly complex, and there remains significant uncertainty as to their interpretation and application.
There can be no assurance that the Hybrid Mismatch Proposals will be enacted in their current form, or at all.
This summary is
supplemental to and should be read together with the description of material Canadian federal income tax considerations relevant to a
Non-Resident Holder owning Notes under “Material Income Tax Consequences — Canadian Taxation” in the accompanying prospectus
and a Non-Resident Holder should carefully read that description as well.
This summary
is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Non-Resident
Holder. Non-Resident Holders are advised to consult with their own tax advisors with respect to their particular circumstances.
Based on Canadian
tax counsel’s understanding of the Canada Revenue Agency’s administrative policies, and having regard to the terms of the
Notes, interest payable on the Notes should not be considered to be “participating debt interest” as defined in the Canadian
Tax Act and accordingly, a Non-Resident Holder should not be subject to Canadian non-resident withholding tax in respect of amounts paid
or credited or deemed to have been paid or credited by the Issuer on a Note as, on account of or in lieu of payment of, or in satisfaction
of, interest.
Non-Resident Holders
should consult their own advisors regarding the consequences to them of a disposition of the Notes to a person with whom they are not
dealing at arm’s length for purposes of the Canadian Tax Act.
Supplemental Plan of Distribution (Conflicts of Interest) |
Pursuant to the terms of a distribution
agreement, CIBCWM will purchase the Notes from CIBC for distribution to UBS (the “Agent”). CIBCWM has agreed to sell to the
Agent, and the Agent has agreed to purchase, all of the Notes at the price to public less the underwriting discount set forth on the cover
hereof. The Agent may allow a concession to its affiliates not in excess of the underwriting discount set forth on the cover hereof.
CIBCWM is our affiliate, and is deemed
to have a conflict of interest under FINRA Rule 5121. In accordance with FINRA Rule 5121, CIBCWM may not make sales in this offering to
any of its discretionary accounts without the prior written approval of the customer.
The Bank may use this pricing supplement
in the initial sale of the Notes. In addition, CIBCWM or another of the Bank’s affiliates may use this pricing supplement in market-making
transactions in any Notes after their initial sale. Unless CIBCWM or we inform you otherwise in the confirmation of sale, this pricing
supplement is being used by CIBCWM in a market-making transaction.
We will deliver the Notes against
payment therefor in New York, New York on a date that is more than one business day following the Trade Date. Under Rule 15c6-1 of the
Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties
to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to one business day
before delivery will be required to specify alternative settlement arrangements to prevent a failed settlement.
While CIBCWM may make markets in
the Notes, it is under no obligation to do so and may discontinue any market-making activities at any time without notice. See the section
titled “Supplemental Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement.
The price at which you purchase the
Notes includes costs that the Bank or its affiliates expect to incur and profits that the Bank or its affiliates expect to realize in
connection with hedging activities related to the Notes. These costs and profits will likely reduce the secondary market price, if any
secondary market develops, for the Notes. As a result, you may experience an immediate and substantial decline in the market value of
your Notes on the Settlement Date.
The Bank’s Estimated Value of the Notes |
The Bank’s initial estimated
value of the Notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following hypothetical components:
(1) a fixed-income debt component with the same maturity as the Notes, valued using our internal funding rate for structured debt described
below, and (2) the derivative or derivatives underlying the economic terms of the Notes. The Bank’s initial estimated value does
not represent a minimum price at which CIBCWM or any other person would be willing to buy your Notes in any secondary market (if any exists)
at any time. The internal funding rate used in the determination of the Bank’s initial estimated value generally represents a discount
from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value
of the Notes as well as the higher issuance, operational and ongoing liability management costs of the Notes in comparison to those costs
for our conventional fixed-rate debt. For additional information, see “Key Risks—The Bank’s Initial Estimated Value
of the Notes Was Not Determined by Reference to Credit Spreads for Our Conventional Fixed-Rate Debt” in this pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the Notes is derived from the Bank’s or a third party
hedge provider’s internal pricing models. These models are dependent on inputs such as the traded market prices of comparable derivative
instruments and on various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest
rates and other factors, as well as assumptions about future market events and/or environments. Accordingly, the Bank’s initial
estimated value of the Notes was determined when the terms of the Notes were set based on market conditions and other relevant factors
and assumptions existing at that time. See “Key Risks—The Bank’s Initial Estimated Value Does Not Represent Future Values
of the Notes and May Differ From Others’ Estimates” in this pricing supplement.
The Bank’s initial estimated
value of the Notes is lower than the initial issue price of the Notes because costs associated with selling, structuring and hedging the
Notes are included in the initial issue price of the Notes. These costs include the selling commissions paid to CIBCWM and other affiliated
or unaffiliated dealers, the projected profits that our hedge counterparties, which may include our affiliates, expect to realize for
assuming risks inherent in hedging our obligations under the Notes and the estimated cost of hedging our obligations under the Notes.
Because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit
that is more or less than expected, or it may result in a loss. We or one or more of our affiliates will retain any profits realized in
hedging our obligations under the Notes. See “Key Risks—The Bank’s Initial Estimated Value of the Notes Is Lower Than
the Initial Issue Price (Price to Public) of the Notes” in this pricing supplement.
In the opinion of Blake, Cassels & Graydon LLP, as Canadian counsel
to the Bank, the issue and sale of the Notes has been duly authorized by all necessary corporate action of the Bank in conformity with
the indenture, and when the Notes have been duly executed, authenticated and issued in accordance with the indenture, the Notes will be
validly issued and, to the extent validity of the Notes is a matter governed by the laws of the Province of Ontario or the federal laws
of Canada applicable therein, will be valid obligations of the Bank, subject to applicable bankruptcy, insolvency and other laws of general
application affecting creditors’ rights, equitable principles, and subject to limitations as to the currency in which judgments
in Canada may be rendered, as prescribed by the Currency Act (Canada). This opinion is given as of the date hereof and is limited to the
laws of the Province of Ontario and the federal laws of Canada applicable therein. In addition, this opinion is subject to customary assumptions
about the Trustee’s authorization, execution and delivery of the indenture and the genuineness of signature, and to such counsel’s
reliance on the Bank and other sources as to certain factual matters, all as stated in the opinion letter of such counsel dated June 6,
2023, which has been filed as Exhibit 5.2 to the Bank’s Registration Statement on Form F-3 filed with the SEC on June 6, 2023.
In the opinion of Mayer Brown LLP, when the Notes have been duly completed
in accordance with the indenture and issued and sold as contemplated by this pricing supplement and the accompanying underlying supplement,
prospectus supplement and prospectus, the Notes will constitute valid and binding obligations of the Bank, entitled to the benefits of
the indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles. This opinion is given as of the date hereof and is
limited to the laws of the State of New York. This opinion is subject to customary assumptions about the Trustee’s authorization,
execution and delivery of the indenture and such counsel’s reliance on the Bank and other sources as to certain factual matters,
all as stated in the legal opinion dated June 6, 2023, which has been filed as Exhibit 5.1 to the Bank’s Registration Statement
on Form F-3 filed with the SEC on June 6, 2023.
Exhibit 107.1
The pricing supplement to which this Exhibit is attached is a final
prospectus for the related offering(s). The maximum aggregate offering price of the related offering(s) is $3,247,500.
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