By live webcast at https://cibcvirtual.com/agm2023

Enter password: cibc2023 (case sensitive)

In person at CIBC Square Auditorium, 81 Bay Street, Toronto, Ontario

receive our financial statements for the year ended October 31, 2022 and the auditors’ report on the statements;

elect directors;

appoint auditors;

vote on an advisory resolution regarding our executive compensation approach;

vote on shareholder proposals; and

consider any other business properly brought before the meeting.

Further growing our market share of high-growth, high-touch client segments;

Elevating the CIBC banking experience for our clients through investments in digitization and technology, and further increasing connectivity across our businesses; and

Investing in our future differentiator businesses that are positioned to win in faster growing markets.

Katharine B. Stevenson

Chair of the Board

Victor G. Dodig

President and Chief Executive Officer

The figure represents the total received by the CIBC Foundation in the 2022 fiscal year and is comprised of donations made during the Miracle Day event in December 2021 and donations outside of the event day during that fiscal year.

Inframation. For transactions that closed from January 1, 2022 to December 31, 2022 (North American Renewables League Tables).

2. Election of Directors

You will be asked to elect 13 director nominees to serve on our Board until the earlier of the next annual meeting or the director’s retirement from the Board. The Board recommends that you vote for each director nominee.

See pages 9 to 22 for    

information about our    

director nominees.    

3. Appointment of Auditors

You will be asked to appoint Ernst & Young LLP (EY) as auditors of CIBC. EY has served as the auditors of CIBC since December 2002. The Board recommends that you vote for EY as our auditors.

See pages 29 and 30 for information on    

the Audit Committee’s annual assessment    

of EY’s effectiveness and audit quality and a    

description of fees paid to the auditors.    

You can have a “say on pay” by voting on an advisory resolution about our approach to executive compensation. Last year, 95.5% of shareholder votes were for our executive compensation approach. We consider the vote part of our shareholder engagement process. This vote is advisory under applicable law and does not diminish the Board’s role and responsibilities. Even though the resolution is not binding, the Board and the Management Resources and Compensation Committee consider the results of the vote in making future executive compensation decisions.

See pages 55 to 84 for Message    

to our Fellow Shareholders and    

Compensation Discussion and    

Analysis.    

You will be asked to vote on three shareholder proposals set out on pages 99 to 107 of the Circular. The Board recommends that you vote against these proposals and explains why following each proposal.

Shareholder proposals that were withdrawn are set out on pages 103 to 107 of the Circular with supporting statements and the Board’s response.

See pages 99 to 107 for     

shareholder proposals and     

  the Board’s responses.    

the government of Canada or any of its agencies;

the government of a province or any of its agencies;

the government of a foreign country, any political subdivision of a foreign country or any of its agencies;

a person who has acquired more than 10% of any class of our shares without Minister of Finance approval; or

a person or entity controlled by a person that, in aggregate, are more than 20% of the eligible votes that may be cast unless permitted by the Minister of Finance.

REGISTERED SHAREHOLDERS – You are a registered shareholder if you hold a paper share certificate in your name or your shares are held through the direct registration system. If you are a registered shareholder, you received a proxy form with a control number. If you did not receive this form, please contact TSX Trust at 1 800 258-0499 (toll free in Canada and the United States) or 416 682-3860 (other countries).

If you want to vote by proxy before the meeting

Return your completed proxy to CIBC’s transfer agent, TSX Trust, by 1:00 p.m. (EDT) on April 3, 2023 to ensure your vote is counted. We encourage you to vote your shares early.

To vote your shares by proxy, you may provide your voting instructions in one of these ways:

Online – go to www.tsxtrust.com/vote-proxy, enter the 13-digit control number located on your proxy form and follow the instructions on the screen; or

            – scan both sides of your proxy form and email it to proxyvote@tmx.com;

Fax – complete your proxy form and fax both sides to TSX Trust at 1 866 781-3111 (Canada and the United States) or 1 416 368-2502 (outside North America); or

Mail – complete your proxy form and return it in the envelope provided.

If you want to vote through the live webcast

To vote your shares at our meeting through the live webcast, do not complete or return your proxy form. You will be able to vote in real time by completing an online ballot through the live webcast as long as you are connected to the internet and follow these steps.

1.  Log in at https://cibcvirtual.com/agm2023 at least 15 minutes before the meeting starts and check browser compatibility. There must be internet connectivity for the duration of the meeting to vote.

2.  Select “Vote” and a separate browser will open. Enter the control number from your proxy form as your user name. Enter “cibc2023” (case sensitive) as your password. Any vote you cast at the meeting will revoke any proxy you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the meeting.

If you want to vote in person at CIBC Square Auditorium

To vote your shares in person at CIBC Square Auditorium, do not complete or return the proxy form, but bring it with you to the meeting. You will be able to vote at the meeting by completing a paper ballot. When you arrive at the meeting, please check in at the registration table.

If you want to appoint a proxyholder to vote during the meeting for you

You may appoint a proxyholder, other than management’s nominees, Katharine B. Stevenson, Chair of the Board, and Victor G. Dodig, President and Chief Executive Officer, to attend, vote and act on your behalf at the meeting and any continuation or adjournment of the meeting. You should be certain your proxyholder is attending the meeting and is aware they have been appointed by you to vote your shares. To appoint a proxyholder you must follow these steps:

1.  Insert your proxyholder’s name in the space provided on your proxy form and return it online, by fax or mail, as described on the previous page. The person you appoint as your proxyholder does not need to be a CIBC shareholder. You may leave the voting section blank, or you may provide voting instructions that your proxyholder must follow.

If your proxyholder is attending the meeting through the live webcast, you and your proxyholder must follow these additional steps:

2.  You must register your proxyholder by calling TSX Trust at 1 866 751-6315 (within North America) or 1 647 252-9650 (outside North America) or by completing an online form at https://www.tsxtrust.com/control-number-request by 1:00 p.m. on April 3, 2023. TSX Trust will provide your proxyholder with a control number to vote during the meeting. If you do not take the additional step of registering your proxyholder with TSX Trust, your proxyholder will not receive a control number to vote your shares during the meeting.

3.  Your proxyholder should log in at https://cibcvirtual.com/agm2023 at least 15 minutes before the meeting starts and check browser compatibility. There must be internet connectivity for the duration of the meeting to vote.

4.  Your proxyholder should select “Vote” and a separate browser will open. Your proxyholder will enter their user name and password. The user name is the control number emailed to your proxyholder after you registered your proxyholder with TSX Trust. The password is “cibc2023” and is case sensitive.

If your proxyholder is attending the meeting in person, your proxyholder will need to register with our transfer agent, TSX Trust, at the registration table when they arrive at the meeting.

If you want to change your vote

If you change your mind on the voting instructions you sent, you may revoke your proxy in one of these ways:

◾     If you returned your proxy form by fax or mail, you should sign a written statement that you revoke your proxy, provide your new instructions (or authorize your lawyer in writing to sign the statement) and send it to CIBC Corporate Secretary’s Division, 81 Bay Street, CIBC Square, 20th Floor, Toronto, Ontario M5J 0E7, before 1:00 p.m. (EDT) on April 3, 2023.

◾     If you voted online, you may vote online again before 1:00 p.m. (EDT) on April 3, 2023, using the control number on your proxy form.

◾     You can also change your vote by voting through the live webcast described under If you want to vote through the live webcast on the previous page. Any vote you cast at the meeting will revoke any votes you previously submitted. If you do not wish to revoke previously submitted votes, you should not vote during the meeting.

NON-REGISTERED SHAREHOLDERS – You are a non-registered shareholder if your shares are registered in the name of an intermediary, such as a bank, broker or trust company. If you are a non-registered shareholder, you received a voting instruction form with a control number. If you did not receive this form, please contact the intermediary where your shares are registered. You may vote by proxy before the meeting using the voting instruction form that was sent to you or you may vote during the meeting either by online ballot through the live webcast or in person ballot at the meeting provided you follow the steps below to register yourself as a proxyholder.

We may not have records of your shareholding as a non-registered shareholder - make sure you follow the voting instructions on your voting instruction form to vote.

If you want to vote by proxy before the meeting

You must allow sufficient time for your intermediary to receive and act on your instructions by 1:00 p.m. (EDT) on April 3, 2023. Please check your voting instruction form for information on the deadline for returning your form. We encourage you to vote your shares early.

To vote your shares by proxy, you may provide your voting instructions in one of these ways:

Online – go to www.proxyvote.com, enter the 16-digit control number located on your voting instruction form and follow the instructions on the screen;

Mail – complete your voting instruction form and return it in the envelope provided; or

Phone – call 1 800 474-7493 (English) or 1 800 474-7501 (French) and follow the prompts.

If you want to vote in person at CIBC Square Auditorium during the meeting or appoint a proxyholder to attend in person to vote for you

If you plan to attend the meeting and vote in person, you should appoint yourself as proxyholder by writing your name in the space provided on the voting instruction form and returning it in the envelope provided. Do not complete the voting section because your vote will be taken at the meeting. When you arrive at the meeting, please check in at the registration table.

If you want to appoint someone as your proxyholder to attend the meeting and vote your shares for you, insert the person’s name in the blank space provided on your voting instruction form. The person you choose does not have to be a CIBC shareholder. You should confirm this person is attending the meeting and is aware that they have been appointed to vote your shares. If you do not insert a name in the blank space, then Katharine B. Stevenson, Chair of the Board and Victor G. Dodig, President and Chief Executive Officer, will be appointed as your proxyholder.

Your proxyholder is authorized to vote and act for you at the meeting or any continuation or adjournment of the meeting. You can indicate on your voting instruction form how you want your proxyholder to vote your shares and your proxyholder must follow your instructions

◾    on each director nominee

◾    on the appointment of auditors

◾    each director nominee listed in the Circular

◾    the appointment of Ernst & Young LLP as auditors

◾    the advisory resolution regarding our executive compensation approach

AGAINST

CIBC equity - Mr. Aljoundi has until April 6, 2027 to meet the equity ownership guideline⁽¹⁾

Year

                 Shares⁽²⁾                

(#)

            DSUs⁽³⁾             

(#)

Total

                Shares/DSUs                 

(#)

Total value of

                Shares/DSUs⁽⁴⁾                

($)

            Total as a multiple of share             

ownership guideline⁽⁵⁾

On April 7, 2022, CIBC shareholders approved a two-for-one share split (Share Split) of CIBC’s issued and outstanding common shares. Each shareholder of record at the close of business on May 6, 2022 (Record Date) received one additional share on May 13, 2022 (Payment Date) for every one share held on the Record Date. All common share numbers and per common share amounts have been adjusted to reflect the Share Split as if it was retroactively applied to all periods presented.

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 9, 2023 (the date of information in our 2023 management proxy circular) and February 10, 2022 (the date of information in our 2022 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 9, 2023 and February 10, 2022.

“Total value of Shares/DSUs” for 2023 and 2022 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 30, 2022 ($54.77) and December 31, 2021 ($73.72).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000 for 2023 and $750,000 for 2022.

CIBC equity - Mr. Brindamour meets the equity ownership guideline⁽¹⁾

Year

            Shares⁽²⁾             

(#)

            DSUs⁽³⁾             

(#)

Total

                Shares/DSUs                 

(#)

Total value of

            Shares/DSUs⁽⁴⁾             

($)

            Total as a multiple of share             

ownership guideline⁽⁵⁾

On April 7, 2022, CIBC shareholders approved a two-for-one share split (Share Split) of CIBC’s issued and outstanding common shares. Each shareholder of record at the close of business on May 6, 2022 (Record Date) received one additional share on May 13, 2022 (Payment Date) for every one share held on the Record Date. All common share numbers and per common share amounts have been adjusted to reflect the Share Split as if it was retroactively applied to all periods presented.

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 9, 2023 (the date of information in our 2023 management proxy circular) and February 10, 2022 (the date of information in our 2022 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 9, 2023 and February 10, 2022.

“Total value of Shares/DSUs” for 2023 and 2022 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 30, 2022 ($54.77) and December 31, 2021 ($73.72).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000 for 2023 and $750,000 for 2022.

CIBC equity - Ms. Caldwell meets the equity ownership guideline⁽¹⁾

            Shares⁽²⁾             

(#)

            DSUs⁽³⁾             

(#)

Total

                Shares/DSUs                 

(#)

Total value of

            Shares/DSUs⁽⁴⁾             

($)

            Total as a multiple of share             

ownership guideline⁽⁵⁾

On April 7, 2022, CIBC shareholders approved a two-for-one share split (Share Split) of CIBC’s issued and outstanding common shares. Each shareholder of record at the close of business on May 6, 2022 (Record Date) received one additional share on May 13, 2022 (Payment Date) for every one share held on the Record Date. All common share numbers and per common share amounts have been adjusted to reflect the Share Split as if it was retroactively applied to all periods presented.

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 9, 2023 (the date of information in our 2023 management proxy circular) and February 10, 2022 (the date of information in our 2022 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 9, 2023 and February 10, 2022.

“Total value of Shares/DSUs” for 2023 and 2022 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 30, 2022 ($54.77) and December 31, 2021 ($73.72).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000 for 2023 and $750,000 for 2022. Directors who are US citizens and whose primary residence is in the US received their fees in US dollars and their share ownership guideline is in US dollars. For purposes of calculating US director ownership against the guideline, the US dollar amount has been converted to Canadian dollars using the WM/Reuters exchange rate of US$1.00 = C$1.3622 for 2022 and US$1.00 = C$1.2374 for 2021 reflecting the foreign exchange rate on the last trading day of the fiscal year.

CIBC equity - Ms. Collins meets the equity ownership guideline⁽¹⁾

            Shares⁽²⁾             

(#)

            DSUs⁽³⁾             

(#)

Total

                Shares/DSUs                 

(#)

Total value of

            Shares/DSUs⁽⁴⁾             

($)

            Total as a multiple of share             

ownership guideline⁽⁵⁾

On April 7, 2022, CIBC shareholders approved a two-for-one share split (Share Split) of CIBC’s issued and outstanding common shares. Each shareholder of record at the close of business on May 6, 2022 (Record Date) received one additional share on May 13, 2022 (Payment Date) for every one share held on the Record Date. All common share numbers and per common share amounts have been adjusted to reflect the Share Split as if it was retroactively applied to all periods presented.

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 9, 2023 (the date of information in our 2023 management proxy circular) and February 10, 2022 (the date of information in our 2022 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 9, 2023 and February 10, 2022.

“Total value of Shares/DSUs” for 2023 and 2022 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 30, 2022 ($54.77) and December 31, 2021 ($73.72).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000 for 2023 and $750,000 for 2022. Directors who are US citizens and whose primary residence is in the US received their fees in US dollars and their share ownership guideline is in US dollars. For purposes of calculating US director ownership against the guideline, the US dollar amount has been converted to Canadian dollars using the WM/Reuters exchange rate of US$1.00 = C$1.3622 for 2022 and US$1.00 = C$1.2374 for 2021 reflecting the foreign exchange rate on the last trading day of the fiscal year.

Includes DSUs earned for serving on the Boards of CIBC Bancorp USA Inc. and CIBC Bank USA.

CIBC equity - Mr. Desjardins meets the equity ownership guideline⁽¹⁾

            Shares⁽²⁾             

(#)

            DSUs⁽³⁾             

(#)

Total

                Shares/DSUs                 

(#)

Total value of

            Shares/DSUs⁽⁴⁾             

($)

            Total as a multiple of share             

ownership guideline⁽⁵⁾

On April 7, 2022, CIBC shareholders approved a two-for-one share split (Share Split) of CIBC’s issued and outstanding common shares. Each shareholder of record at the close of business on May 6, 2022 (Record Date) received one additional share on May 13, 2022 (Payment Date) for every one share held on the Record Date. All common share numbers and per common share amounts have been adjusted to reflect the Share Split as if it was retroactively applied to all periods presented.

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 9, 2023 (the date of information in our 2023 management proxy circular) and February 10, 2022 (the date of information in our 2022 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 9, 2023 and February 10, 2022.

“Total value of Shares/DSUs” for 2023 and 2022 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 30, 2022 ($54.77) and December 31, 2021 ($73.72).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000 for 2023 and $750,000 for 2022.

CIBC equity - Mr. Kelly meets the equity ownership guideline⁽¹⁾

            Shares⁽²⁾             

(#)

            DSUs⁽³⁾             

(#)

Total

                Shares/DSUs                 

(#)

Total value of

            Shares/DSUs⁽⁴⁾             

($)

            Total as a multiple of share             

ownership guideline⁽⁵⁾

On April 7, 2022, CIBC shareholders approved a two-for-one share split (Share Split) of CIBC’s issued and outstanding common shares. Each shareholder of record at the close of business on May 6, 2022 (Record Date) received one additional share on May 13, 2022 (Payment Date) for every one share held on the Record Date. All common share numbers and per common share amounts have been adjusted to reflect the Share Split as if it was retroactively applied to all periods presented.

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 9, 2023 (the date of information in our 2023 management proxy circular) and February 10, 2022 (the date of information in our 2022 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 9, 2023 and February 10, 2022.

“Total value of Shares/DSUs” for 2023 and 2022 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 30, 2022 ($54.77) and December 31, 2021 ($73.72).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000 for 2023 and $750,000 for 2022.

CIBC equity - Ms. Larsen meets the equity ownership guideline⁽¹⁾

            Shares⁽²⁾             

(#)

            DSUs⁽³⁾             

(#)

Total

                Shares/DSUs                 

(#)

Total value of

            Shares/DSUs⁽⁴⁾             

($)

            Total as a multiple of share             

ownership guideline⁽⁵⁾

On April 7, 2022, CIBC shareholders approved a two-for-one share split (Share Split) of CIBC’s issued and outstanding common shares. Each shareholder of record at the close of business on May 6, 2022 (Record Date) received one additional share on May 13, 2022 (Payment Date) for every one share held on the Record Date. All common share numbers and per common share amounts have been adjusted to reflect the Share Split as if it was retroactively applied to all periods presented.

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 9, 2023 (the date of information in our 2023 management proxy circular) and February 10, 2022 (the date of information in our 2022 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 9, 2023 and February 10, 2022.

“Total value of Shares/DSUs” for 2023 and 2022 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 30, 2022 ($54.77) and December 31, 2021 ($73.72).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000 for 2023 and $750,000 for 2022. Directors who are US citizens and whose primary residence is in the US received their fees in US dollars and their share ownership guideline is in US dollars. For purposes of calculating US director ownership against the guideline, the US dollar amount has been converted to Canadian dollars using the WM/Reuters exchange rate of US$1.00 = C$1.3622 for 2022 and US$1.00 = C$1.2374 for 2021 reflecting the foreign exchange rate on the last trading day of the fiscal year.

CIBC equity - Ms. Maher has until April 7, 2026 to meet the equity ownership guideline⁽¹⁾

            Shares⁽²⁾             

(#)

            DSUs⁽³⁾             

(#)

Total

                Shares/DSUs                 

(#)

Total value of

            Shares/DSUs⁽⁴⁾             

($)

            Total as a multiple of share             

ownership guideline⁽⁵⁾

On April 7, 2022, CIBC shareholders approved a two-for-one share split (Share Split) of CIBC’s issued and outstanding common shares. Each shareholder of record at the close of business on May 6, 2022 (Record Date) received one additional share on May 13, 2022 (Payment Date) for every one share held on the Record Date. All common share numbers and per common share amounts have been adjusted to reflect the Share Split as if it was retroactively applied to all periods presented.

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 9, 2023 (the date of information in our 2023 management proxy circular) and February 10, 2022 (the date of information in our 2022 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 9, 2023 and February 10, 2022.

“Total value of Shares/DSUs” for 2023 and 2022 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 30, 2022 ($54.77) and December 31, 2021 ($73.72).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000 for 2023 and $750,000 for 2022.

CIBC equity - Mr. Morneau has until November 1, 2027 to meet the equity ownership guideline

            Shares⁽¹⁾             

(#)

            DSUs⁽²⁾             

(#)

Total

                Shares/DSUs                 

(#)

Total value of

            Shares/DSUs⁽³⁾             

($)

            Total as a multiple of share             

ownership guideline⁽⁴⁾

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 9, 2023 (the date of information in our 2023 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 9, 2023.

“Total value of Shares/DSUs” for 2023 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 30, 2022 ($54.77).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000.

CIBC equity - Ms. Stevenson meets the equity ownership guideline⁽¹⁾

            Shares⁽²⁾             

(#)

            DSUs⁽³⁾             

(#)

Total

                Shares/DSUs                 

(#)

Total value of

            Shares/DSUs⁽⁴⁾             

($)

            Total as a multiple of share             

ownership guideline⁽⁵⁾

On April 7, 2022, CIBC shareholders approved a two-for-one share split (Share Split) of CIBC’s issued and outstanding common shares. Each shareholder of record at the close of business on May 6, 2022 (Record Date) received one additional share on May 13, 2022 (Payment Date) for every one share held on the Record Date. All common share numbers and per common share amounts have been adjusted to reflect the Share Split as if it was retroactively applied to all periods presented.

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 9, 2023 (the date of information in our 2023 management proxy circular) and February 10, 2022 (the date of information in our 2022 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 9, 2023 and February 10, 2022.

“Total value of Shares/DSUs” for 2023 and 2022 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 30, 2022 ($54.77) and December 31, 2021 ($73.72).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000 for 2023 and $750,000 for 2022.

CIBC equity - Ms. Turcotte meets the equity ownership guideline⁽¹⁾

            Shares⁽²⁾             

(#)

            DSUs⁽³⁾             

(#)

Total

                Shares/DSUs                 

(#)

Total value of

            Shares/DSUs⁽⁴⁾             

($)

            Total as a multiple of share             

ownership guideline⁽⁵⁾

On April 7, 2022, CIBC shareholders approved a two-for-one share split (Share Split) of CIBC’s issued and outstanding common shares. Each shareholder of record at the close of business on May 6, 2022 (Record Date) received one additional share on May 13,2022 (Payment Date) for every one share held on the Record Date. All common share numbers and per common share amounts have been adjusted to reflect the Share Split as if it was retroactively applied to all periods presented.

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 9, 2023 (the date of information in our 2023 management proxy circular) and February 10, 2022 (the date of information in our 2022 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 9, 2023 and February 10, 2022.

“Total value of Shares/DSUs” for 2023 and 2022 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 30, 2022 ($54.77) and December 31, 2021 ($73.72).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000 for 2023 and $750,000 for 2022.

CIBC equity - Mr. Zubrow meets the equity ownership guideline⁽¹⁾

            Shares⁽²⁾             

(#)

            DSUs⁽³⁾             

(#)

Total

                Shares/DSUs                 

(#)

Total value of

            Shares/DSUs⁽⁴⁾             

($)

            Total as a multiple of share             

ownership guideline⁽⁵⁾

On April 7, 2022, CIBC shareholders approved a two-for-one share split (Share Split) of CIBC’s issued and outstanding common shares. Each shareholder of record at the close of business on May 6, 2022 (Record Date) received one additional share on May 13, 2022 (Payment Date) for every one share held on the Record Date. All common share numbers and per common share amounts have been adjusted to reflect the Share Split as if it was retroactively applied to all periods presented.

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 9, 2023 (the date of information in our 2023 management proxy circular) and February 10, 2022 (the date of information in our 2022 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 9, 2023 and February 10, 2022.

“Total value of Shares/DSUs” for 2023 and 2022 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 30, 2022 ($54.77) and December 31, 2021 ($73.72).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000 for 2023 and $750,000 for 2022. Directors who are US citizens and whose primary residence is in the US received their fees in US dollars and their share ownership guideline is in US dollars. For purposes of calculating US director ownership against the guideline, the US dollar amount has been converted to Canadian dollars using the WM/Reuters exchange rate of US$1.00 = C$1.3622 for 2022 and US$1.00 = C$1.2374 for 2021 reflecting the foreign exchange rate on the last trading day of the fiscal year.

    Number of    

Regular
Meetings

    Number of        

Special    
Meetings    

Board

Audit Committee

Corporate Governance Committee

Management Resources and Compensation Committee

Risk Management Committee

increasing the director retainer from $225,000 to $240,000, with the increase paid in equity;

increasing the independent Board Chair retainer from $450,000 to $470,000, with the increase paid in equity; and

increasing the director equity ownership guideline from $750,000 to $800,000.

Effective
November 1, 2022

For Fiscal 2023
($)

Annual Retainers

Cash (may be taken as cash, shares or DSUs⁽²⁾)

Chair of the Board⁽³⁾

Other Directors⁽⁴⁾

Equity (may be taken as shares or DSUs)

Chair of the Board⁽³⁾

Other Directors

Committee Chair

Committee membership in excess of one⁽⁵⁾

Meeting Attendance and Travel Fees

Ad-hoc committees (per meeting)

Travel (per trip)⁽⁶⁾

CIBC directors who are US citizens and whose primary residence is in the US are paid their director compensation in US dollars.

A DSU (deferred share unit) is a bookkeeping entry credited quarterly to an account maintained for a director. The value of a director’s DSU account is payable in cash in a lump sum when he or she is no longer a director of CIBC or a subsidiary or affiliate of CIBC. The redemption value of a DSU is based on the value of the common shares of CIBC determined in accordance with the director equity plans. Directors are entitled to dividend equivalent payments that are credited quarterly in the form of additional DSUs at the same rate as dividends on common shares. DSUs do not entitle the holder to voting or other shareholder rights.

The Chair of the Board receives no compensation as a director of CIBC other than the annual cash and equity retainers for the Chair of the Board.

Paid for service on the Board and one committee.

Paid for service on each additional committee in excess of one (excluding special ad-hoc committees and committee chairs).

Paid for attending Board or committee meetings in person, where the distance from the director’s primary place of residence to the meeting location is 300 km or more.

Name⁽¹⁾

(all figures in C$)

Ammar Aljoundi

Charles J.G. Brindamour

Nanci E. Caldwell⁽³⁾

Michelle L. Collins⁽⁴⁾

Patrick D. Daniel⁽⁵⁾

Luc Desjardins⁽³⁾

Kevin J. Kelly⁽⁴⁾

Christine E. Larsen⁽³⁾

Nicholas D. Le Pan⁽⁴⁾

Mary Lou Maher

Jane L. Peverett

Katharine B. Stevenson⁽⁴⁾

Martine Turcotte

Barry L. Zubrow⁽⁴⁾

TOTAL

Mr. Dodig did not receive compensation for his services as a director of CIBC. See “Summary compensation table” on page 85 for Mr. Dodig’s compensation as President and Chief Executive Officer.

Amounts paid in US dollars to directors of CIBC who are US citizens and whose primary residence is in the US were converted to Canadian dollars using the WM/Reuters exchange rate as follows:

US$1.00 = C$1.2758 on February 10, 2022

US$1.00 = C$1.2879 on May 12, 2022

US$1.00 = C$1.2950 on August 11, 2022

US$1.00 = C$1.3514 on November 10, 2022

The amounts reported under “All Other Compensation” include fees of $1,000 per meeting paid to Ms. Caldwell, Mr. Desjardins and Ms. Larsen for participating in five meetings with management on technology, infrastructure and innovation.

The amounts reported under “All Other Compensation” include fees paid for serving on the boards and committees of CIBC Bancorp USA Inc. and CIBC Bank USA (the “US Subsidiaries”). Each of Ms. Collins, Mr. Kelly, Mr. Le Pan, Ms. Stevenson and Mr. Zubrow received US$135,000 for serving as a director of the US Subsidiaries. Mr. Zubrow received US$15,000 for serving as Chair of the Risk Committee. He was appointed Chair of the Board of the US Subsidiaries on April 30, 2022 and received US$25,000 for his service in that role. Mr. Le Pan was appointed Chair of the Risk Committee on April 30, 2022 and received US$15,000 for his service in that role. Ms. Collins received US$20,000 for serving as Chair of the Audit Committee. Mr. Kelly received US$10,000 for serving as Chair of the Private Wealth Oversight Committee. Ms. Collins, Mr. Le Pan and Mr. Zubrow received fees of US$1,000 per meeting for participating in 18 meetings of a Regulatory Oversight Committee. These amounts were converted to Canadian dollars at the rates set out in note (2).

Mr. Daniel retired from the Board on April 7, 2022. To recognize his service, CIBC made a $10,000 donation to a registered Canadian charity selected by Mr. Daniel. This amount is reported under “All Other Compensation”.

Responsibility    

 2022 Highlights

◾    Recommended Board approval of quarterly and annual financial statements.

◾    Reviewed significant areas of accounting and disclosure judgment and key audit matters, including those relating to:

-  the measurement of expected credit losses under International Financial Reporting Standard (IFRS) 9;

-  the assessment of goodwill impairment;

-  the valuation of financial instruments;

-  pending acquisitions and dispositions; and

-  tax, legal, lease exit and restructuring-related provisions and disclosures.

◾    Reviewed the status of future accounting standards, including IFRS 17 Insurance Contracts.

◾    Reviewed reports on internal controls over financial reporting from management and EY.

◾    Received regular updates from Internal Audit and Finance on the control environment, including updates from select business units.

◾    Reviewed the quarterly and annual fraud management report and approved the Fraud Risk Management Framework.

◾    Reviewed the status of the interest rate reform project, including related accounting developments.

◾    Received updates on ESG related trends and regulatory changes impacting disclosures.

◾    Reviewed CIBC’s ESG disclosure in the Annual Report, including the MD&A, and the Sustainability Report.

◾    Reviewed management’s ESG Disclosure Framework.

◾    Approved the scope of services, terms of engagement, annual audit plan and the associated fees of EY.

◾    Reviewed and discussed with EY key areas of risk of material misstatement of the financial statements, application of professional skepticism and significant auditor judgment.

◾    Discussed quarterly review results and annual audit findings with EY and reviewed key audit matters set out in the auditor’s report.

◾    Reviewed the annual written statement of objectivity and independence provided by EY.

◾    Pre-approved all EY engagements for non-audit services and fees in accordance with the Scope of Services Policy.

◾    Completed an annual assessment of EY’s audit quality, effectiveness and service quality and recommended their re-appointment for shareholder approval.

◾    Updated and monitored audit quality indicators.

◾    Approved the Internal Audit organizational framework and charter and Internal Audit’s audit plan, including the audit scope and the overall risk assessment and monitored its execution, including changes as required.

◾    Reviewed Internal Audit’s report of CIBC’s Risk Governance Framework and its assessment of the oversight by Finance, Risk Management and Compliance.

◾    Reviewed performance goals, assessed the effectiveness and performance and approved the mandate of the Chief Auditor.

◾    Recommended Board approval of the re-appointment of the Chief Auditor.

◾    Reviewed and approved succession plans for the Chief Auditor.

◾    Monitored Internal Audit compliance with regulatory expectations.

◾    Approved the Finance organizational framework and recommended Board approval of Finance’s financial plan and employee resources.

◾    Reviewed an independent assessment of the effectiveness of the Finance function.

◾    Reviewed the status of Finance’s progress against long term modernization objectives.

◾    Reviewed performance goals, assessed the effectiveness, and approved the mandate of and the succession plans for the Chief Financial Officer (CFO).

◾    Approved the Whistleblower Policy and Procedures.

◾    Reviewed management’s quarterly Whistleblower Report.

◾    Received regular updates from the legal department on legal matters.

◾    Monitored regulatory developments, including updates from stakeholders on the effect of evolving regulatory expectations on CIBC’s businesses, as well as regular briefings on the results of regulatory reviews and benchmarking.

◾    Acted as audit committee for certain federally regulated subsidiaries of CIBC.

◾    Reviewed the financial statements and management reports.

◾    Reviewed and discussed audit findings with EY and management.

Fees billed by EY

(unaudited, $ millions)

            2022            

            2021            

Audit fees⁽¹⁾

Audit related fees⁽²⁾

Tax fees⁽³⁾

Other⁽⁴⁾

Total

28.7          

26.7          

For the audit of CIBC’s annual financial statements and the audit of certain of its subsidiaries, as well as other services normally provided by the principal auditor in connection with CIBC’s statutory and regulatory filings. Audit fees also include the audit of internal controls over financial reporting under the standards of the PCAOB.

For the assurance and related services that are reasonably related to the performance of the audit or review of CIBC’s financial statements, including accounting consultation, various agreed upon procedures and translation of financial reports.

For tax compliance and advisory services.

Includes fees for non-audit services.

Responsibility             

2022 Highlights

◾    Oversaw CIBC’s stakeholder engagement process with shareholders, shareholder advocacy groups, proxy governance advisory firms and regulators to foster transparent relationships and discuss CIBC’s governance practices and emerging trends.

◾    Reviewed governance regulatory developments, including CSA consultation on climate-related disclosure requirements; upcoming SEC proposals; and amendments to the Bank Act (Canada) to implement a Financial Consumer Protection Framework.

◾    Reviewed director compensation for CIBC, CIBC Bancorp USA Inc. and CIBC Bank USA; implemented increases in the equity component of retainers for CIBC directors and the Chair of the Board, effective November 1, 2022; and increased the equity ownership guideline. No changes were made to director compensation for the US boards.

◾    Reviewed and recommended Board approval of CIBC’s Statement of Corporate Governance Practices, responses to shareholder proposals, and governance disclosure in CIBC’s management proxy circular.

◾    Continued to focus on board governance and structure for CIBC Bancorp USA Inc. and CIBC Bank USA.

◾    Reviewed CIBC’s Sustainability Report, including disclosure of ESG metrics and targets.

◾    Oversaw CIBC’s ESG strategy and governance framework, related progress and fiscal 2022 climate-related announcements, and reviewed:

-   reports and disclosure on CIBC’s ESG practices and performance;

-   reports to stay abreast of emerging trends, stakeholder perspectives, standards and best practices on ESG matters; and

-   reports on CIBC’s community investment and giving strategy and activities.

◾    Reviewed the composition, size, and collective skills and experiences of the boards of CIBC, CIBC Bancorp USA Inc. and CIBC Bank USA.

◾    Reviewed and recommended Board approval of director nominees and determined their independence for service on the boards of CIBC, CIBC Bancorp USA Inc. and CIBC Bank USA.

◾    Reviewed and recommended Board approval of changes in committee composition based on principles that guide committee membership and committee chair succession to balance seasoned views with fresh perspectives while fostering diversity and ensuring the committees retain core skills and experiences among their members.

◾    Reviewed and approved changes to the Board Diversity Policy to change the Board gender diversity target from “at least 30% women and at least 30% men” to “at least 40% women”.

◾    Continued Board renewal activities with support from an external consultant; recruited a new director for appointment to the Board; and continued to focus on Board member inclusion and succession planning.

◾    Oversaw the evaluation of the effectiveness of the Board, committees, Chair of the Board and Chief Executive Officer (CEO) with the support of an independent external advisor, developed action plans and reviewed progress reports.

◾    Oversaw the administration of CIBC’s Director Development Program and exceeded the Board’s target of having at least 10% of time at Board and committee meetings dedicated to education. Refreshed the program to equip the Board with information to meet governance and fiduciary duties and foster robust debate on challenges and opportunities facing CIBC.

◾    Reviewed the effectiveness of management reports to the Board and committees and continued to enhance reporting to allow more time for meaningful discussion at meetings.

◾    Reviewed conduct and culture risk reports, including risk levels associated with the COVID-19 pandemic, employee wellbeing and the economic environment.

◾    Reviewed the administration of and adherence to CIBC’s Code of Conduct by team members and the Board.

◾    Reviewed CIBC’s Purpose Report on alignment of CIBC’s purpose to related initiatives.

◾    Acted as the conduct review committee for CIBC and its federally regulated Canadian subsidiaries and, as such, reviewed reports on related parties and policies to foster compliance with the Bank Act (Canada) on related parties that may materially affect CIBC.

◾    Reviewed reports to support oversight of consumer protection provisions under the Bank Act (Canada) and continued engagement with the Financial Consumer Agency of Canada.

◾    Reviewed the effectiveness of CIBC’s client complaint management processes and changes to improve client experience in resolving complaints.

◾    Reviewed annual report on the effectiveness of CIBC’s global privacy management practices to resolve issues and mitigate risk in CIBC initiatives, as well as trends and regulatory developments.

◾    Reviewed and approved CIBC’s statement on Human Rights: Modern Slavery and Human Trafficking.

Responsibility             

2022 Highlights

◾    Reviewed, approved or recommended Board approval of the CEO, Executive Committee’s (EXCO) and other key officers’ fiscal 2022 goals and measures, compensation targets for the upcoming year, performance, and year-end compensation.

◾    Approved compensation for employees whose Total Direct Compensation (TDC) exceeds the materiality threshold determined by the Committee.

◾    Reviewed adherence to share ownership guidelines for executives and Managing Directors (MDs).

◾    Reviewed a report on executive and MD severances.

◾    Reviewed our Compensation investments. In fiscal 2022, we continued to invest off-cycle to improve market positioning, and we will continue our strategic journey in fiscal 2023 to progress entry level wage to $25.00 (in local currency) by the end of 2025 and maintain external market competitiveness.

◾    Recommended Board approval of CEO and EXCO succession plans and reviewed progress on succession plans for key officer roles to ensure a diverse pipeline of robust, highly capable talent.

◾    Recommended Board approval of the CEO emergency preparedness plan.

◾    Reviewed progress against CIBC’s inclusion strategy with increased focus on anti-Black, anti-Indigenous, and other forms of systemic racism and increasing the representation of talent from under-represented communities in our workforce and global leadership team.

◾    Reviewed the outcomes of the listening exercises held between the board and members of CIBC’s People Networks(1), including feedback provided by employees on accelerating the progress of CIBC’s inclusion strategy.

◾    Reviewed a quarterly report on notable enterprise talent management accomplishments.

◾    Re-engaged Board members in in-person and virtual networking activities to deepen relationships with senior leaders and near term EXCO successors.

◾    Reviewed key strategic initiatives of CIBC’s Human Capital Strategy, as well as broader initiatives covering people, culture and brand, including periodic updates on:

-   CIBC’s return to office plans;

-   CIBC’s workforce transformation with specific focus on new ways of working and the future of work;

-   CIBC’s wellbeing strategy (mind, body, life and finance), including the approach on health, safety and wellbeing for employees;

-   CIBC’s annual employee survey results;

-   Launch of the CIBC brand and foundation;

-   Capital Markets Inclusion Strategy;

-   CIBC Square Activation; and

-   CIBC’s Voluntary Turnover.

◾    Recommended Board approval of changes to EXCO and other key roles by executing on our succession plans to strategically address current and future needs.

◾    Approved the Business Performance Factor (BPF) metrics, weightings and goals used in the determination of the BPF including the detailed metrics, weightings and goals used in the Client Experience and ESG indices.

◾    Approved CIBC’s compensation philosophy, methodology and governance.