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.

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).

3. Appointment of 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.    

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.

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.

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.

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.