Exhibit

Description of Exhibit

receive our financial statements for the year ended October 31, 2021 and the auditors’ report on the statements;

elect directors;

appoint auditors;

vote on an advisory resolution regarding our executive compensation approach;

vote on a special resolution to amend By-Law No. 1 to give effect to a two-for-one share split of CIBC common shares;

vote on a special resolution regarding variable compensation for UK Material Risk Takers (UK MRTs);

vote on shareholder proposals; and

consider any other business properly brought before the meeting.

2. Election of Directors

You will be asked to elect 14 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 11 to 25 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 33 and 34 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, 96% 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 Management Resources and Compensation Committee consider the results of the vote in making future executive compensation decisions.

See pages 59 to 85 for Message    

to our Fellow Shareholders and    

Compensation Discussion and    

Analysis.    

ensure compensation is aligned with performance;

maintain sound compensation risk management and capital base by ensuring a greater portion of compensation is subject to risk adjustment and forfeiture and clawback provisions;

align with market practices to support the attraction and retention of the talent we need to compete and succeed; and

manage fixed compensation costs.

66% of the shares represented (by proxy or online ballot) at the meeting provided that at least 50% of the total voting rights are represented at the meeting; or

75% of the shares represented (by proxy or online ballot) at the meeting if less than 50% of the total voting rights are represented at the meeting.

You will be asked to vote on three shareholder proposals from the Mouvement d’education et de défense des actionnaires (MÉDAC) and one shareholder proposal from Vancity Investment Management (Vancity). The Board recommends that you vote against these proposals and explains why following each proposal.

Æquo Shareholder Engagement Services (Æquo), on behalf of Bâtirente, régime de retraite des membres de la CSN and

See pages 103 to 113 for  

shareholder proposals and the  

Board’s responses.  

66% of the shares represented (by proxy or online ballot) at the meeting provided that at least 50% of the total voting rights are represented at the meeting; or

75% of the shares represented (by proxy or online ballot) at the meeting if less than 50% of the total voting rights are represented at the meeting.

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). You may vote by proxy before the meeting using the proxy form that was sent to you or you may vote during the meeting by online ballot through the live webcast.

If you want to vote by proxy before the meeting

Return your completed proxy to CIBC’s transfer agent, TSX Trust, by 10:30 a.m. (EDT) on April 6, 2022 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 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 online during the meeting

To attend our virtual meeting through the live webcast and vote your shares online during the meeting, 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/agm2022 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 “cibc2022” (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 appoint a proxyholder to vote during the virtual 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 virtual meeting and is aware they have been appointed by you to vote your shares. To appoint a proxyholder you must insert your proxyholder’s name in the space provided on your proxy form and return it online, by fax or mail, as described above. 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 virtually, you and your proxyholder must follow these additional steps:

1.  You must register your proxyholder by calling TSX Trust at 1 866 751-6315 (within North America) or 1 212 235-5754 (outside North America) or by completing an online form at https://www.tsxtrust.com/control-number-request by 10:30 a.m. on April 6, 2022. 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.

2.  Your proxyholder should log in at https://cibcvirtual.com/agm2022 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.

3.  Your proxyholder should select “Vote” and a separate browser will open. Your proxyholder will enter a 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 “cibc2022” and is case sensitive.

If you want to change your vote before the meeting

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 10:30 a.m. (EDT) on April 6, 2022.

◾     If you voted online, you may vote online again before 10:30 a.m. (EDT) on April 6, 2022, using the control number on your proxy form.

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 by online ballot through the live webcast provided you follow the steps below to register yourself as a proxyholder.

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 10:30 a.m. (EDT) on April 6, 2022. 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 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 online during the meeting or appoint a proxyholder to vote for you

To attend and vote at our virtual meeting online through the live webcast or appoint a proxyholder to attend and vote for you, you or your proxyholder will be able to vote in real time by completing an online ballot through the live webcast as long as you, or your proxyholder, are connected to the internet and follow these steps:

1.  If you want to appoint someone other than yourself, or management’s nominees, Katharine B. Stevenson and Victor G. Dodig, as your proxyholder, to attend, vote and act for you at the meeting and any continuation or adjournment of the meeting, you must insert their name in the space provided on your voting instruction form and return it online or by mail, as described above. You may leave the voting section blank, or you may provide voting instructions that your proxyholder must follow. You should be certain your proxyholder is attending the virtual meeting and is aware they have been appointed by you to vote your shares. The person you appoint as your proxyholder does not need to be a CIBC shareholder.

2.  You must register yourself, or your proxyholder by calling TSX Trust at 1 866 751-6315 (within North America) or 1 212 235-5754 (outside North America) or by completing an online form at https://www.tsxtrust.com/control-number-request by 10:30 a.m. on April 6, 2022. TSX Trust will provide you, or your proxyholder, with a control number to vote during the meeting. If you do not take the additional step of registering with TSX Trust, you, or your proxyholder, will not receive a control number to vote your shares during the meeting.

     If you are a non-registered shareholder in the United States and want to vote at the meeting, you must obtain a legal proxy form from your intermediary by following the steps on the voting instruction form sent to you, or if you have not received one, contact your intermediary to request a legal proxy form. After obtaining the legal proxy form, appoint yourself, or someone else, as proxyholder. For instructions on how to appoint yourself, or someone else, as proxyholder, see Step 1 above then register yourself or your proxyholder with TSX Trust.

     Legal proxies may be returned to TSX Trust by email at proxyvote@tmx.com or by mail: TSX Trust Company, Attn: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1 and must be labeled “Legal Proxy”.

     Please allow sufficient time for the return of your legal proxy by the cut-off date of 10:30 a.m. (EDT) on April 6, 2022.

3.  You or your proxyholder should log in at https://cibcvirtual.com/agm2022 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.  You or your proxyholder should select “Vote” and a separate browser will open. You or your proxyholder will enter a user name and password. The user name is the control number emailed to you or your proxyholder after you registered yourself or your proxyholder with TSX Trust. The password is “cibc2022” and is case sensitive.

If you want to change your vote before the meeting

If you change your mind on the voting instructions you sent through your intermediary and would like to change your vote or vote during the meeting, contact your intermediary to discuss whether this is possible and what procedures you need to follow.

FOR or WITHHOLD

◾    on each director nominee

◾    on the appointment of auditors

FOR or AGAINST

◾    the advisory resolution regarding our executive compensation approach

◾    the special resolution to amend By-Law No. 1 to give effect to a two-for-one share split of CIBC common shares

◾    the special resolution regarding variable compensation for UK MRTs

FOR, AGAINST or ABSTAIN 

FOR

◾    each director nominee listed in the Circular

◾    the appointment of Ernst & Young LLP as auditors

◾    the advisory resolution regarding our executive compensation approach

◾    the special resolution to amend By-Law No. 1 to give effect to a two-for-one share split of CIBC common shares

◾    the special resolution regarding variable compensation for UK MRTs

AGAINST

CIBC equity - Mr. Aljoundi has until April 6, 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 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 10, 2022.

“Total value of Shares/DSUs” for 2022 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2021 ($147.45).

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

CIBC equity - Mr. Brindamour meets 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 10, 2022 (the date of information in our 2022 management proxy circular) and February 11, 2021 (the date of information in our 2021 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 10, 2022 and February 11, 2021.

“Total value of Shares/DSUs” for 2022 and 2021 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2021 ($147.45) and December 31, 2020 ($108.72).

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

CIBC equity - Ms. Caldwell meets 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 10, 2022 (the date of information in our 2022 management proxy circular) and February 11, 2021 (the date of information in our 2021 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 10, 2022 and February 11, 2021.

“Total value of Shares/DSUs” for 2022 and 2021 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2021 ($147.45) and December 31, 2020 ($108.72).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $750,000. 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$1.2374 for 2021 and US$1.00 = C$1.3321 for 2020 reflecting the foreign exchange rate on the last trading day of the fiscal year.

CIBC equity - Ms. Collins meets 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 10, 2022 (the date of information in our 2022 management proxy circular) and February 11, 2021 (the date of information in our 2021 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 10, 2022 and February 11, 2021.

“Total value of Shares/DSUs” for 2022 and 2021 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2021 ($147.45) and December 31, 2020 ($108.72).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $750,000. 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$1.2374 for 2021 and US$1.00 = C$1.3321 for 2020 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

            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 10, 2022 (the date of information in our 2022 management proxy circular) and February 11, 2021 (the date of information in our 2021 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 10, 2022 and February 11, 2021.

“Total value of Shares/DSUs” for 2022 and 2021 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2021 ($147.45) and December 31, 2020 ($108.72).

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

CIBC equity - Mr. Kelly meets 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 10, 2022 (the date of information in our 2022 management proxy circular) and February 11, 2021 (the date of information in our 2021 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 10, 2022 and February 11, 2021.

“Total value of Shares/DSUs” for 2022 and 2021 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2021 ($147.45) and December 31, 2020 ($108.72).

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

CIBC equity - Ms. Larsen meets 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 10, 2022 (the date of information in our 2022 management proxy circular) and February 11, 2021 (the date of information in our 2021 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 10, 2022 and February 11, 2021.

“Total value of Shares/DSUs” for 2022 and 2021 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2021 ($147.45) and December 31, 2020 ($108.72).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $750,000. 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$1.2374 for 2021 and US$1.00 = C$1.3321 for 2020 reflecting the foreign exchange rate on the last trading day of the fiscal year.

CIBC equity - Mr. Le Pan meets 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 10, 2022 (the date of information in our 2022 management proxy circular) and February 11, 2021 (the date of information in our 2021 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 10, 2022 and February 11, 2021.

“Total value of Shares/DSUs” for 2022 and 2021 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2021 ($147.45) and December 31, 2020 ($108.72).

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

CIBC equity - Ms. Maher has until April 7, 2026 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 10, 2022 (the date of information in our 2022 management proxy circular) and February 11, 2021 (the date of information in our 2021 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 10, 2022 and February 11, 2021.

“Total value of Shares/DSUs” for 2022 and 2021 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2021 ($147.45) and December 31, 2020 ($108.72).

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

CIBC equity - Ms. Peverett meets 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 10, 2022 (the date of information in our 2022 management proxy circular) and February 11, 2021 (the date of information in our 2021 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 10, 2022 and February 11, 2021.

“Total value of Shares/DSUs” for 2022 and 2021 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2021 ($147.45) and December 31, 2020 ($108.72).

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

CIBC equity - Ms. Stevenson meets 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 10, 2022 (the date of information in our 2022 management proxy circular) and February 11, 2021 (the date of information in our 2021 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 10, 2022 and February 11, 2021.

“Total value of Shares/DSUs” for 2022 and 2021 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2021 ($147.45) and December 31, 2020 ($108.72).

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

CIBC equity - Ms. Turcotte meets 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 10, 2022 (the date of information in our 2022 management proxy circular) and February 11, 2021 (the date of information in our 2021 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 10, 2022 and February 11, 2021.

“Total value of Shares/DSUs” for 2022 and 2021 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2021 ($147.45) and December 31, 2020 ($108.72).

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

CIBC equity - Mr. Zubrow meets 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 10, 2022 (the date of information in our 2022 management proxy circular) and February 11, 2021 (the date of information in our 2021 management proxy circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 10, 2022 and February 11, 2021.

“Total value of Shares/DSUs” for 2022 and 2021 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2021 ($147.45) and December 31, 2020 ($108.72).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $750,000. 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$1.2374 for 2021 and US$1.00 = C$1.3321 for 2020 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

Effective
November 1, 2021

For Fiscal 2022
($)

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$)

Brent S. Belzberg⁽³⁾

Charles J.G. Brindamour

Nanci E. Caldwel^l(4)

Michelle L. Collins⁽⁴⁾⁽⁵⁾

Patrick D. Daniel

Luc Desjardins⁽⁴⁾

Kevin J. Kelly⁽⁵⁾

Christine E. Larsen⁽⁴⁾

Nicholas D. Le Pan⁽⁵⁾

Mary Lou Maher

John P. Manley⁽⁵⁾⁽⁶⁾

Jane L. Peverett

Katharine B. Stevenson⁽⁵⁾

Martine Turcotte

Barry L. Zubrow⁽⁴⁾⁽⁵⁾

TOTAL

Mr. Dodig did not receive compensation for his services as a director of CIBC. See “Summary compensation table” on page 86 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$1.2775 on February 11, 2021

US$1.00 = C$1.2152 on May 13, 2021

US$1.00 = C$1.2578 on August 12, 2021

US$1.00 = C$1.2451 on November 12, 2021

Mr. Belzberg retired from the Board on April 8, 2021. To recognize his service, Mr. Belzberg received a retirement gift valued at $928 and CIBC made a $10,000 donation to a registered Canadian charity selected by Mr. Belzberg. These amounts are reported under “All Other Compensation”.

The amounts reported under “All Other Compensation” include fees of $1,000 per meeting paid to Nanci Caldwell, Luc Desjardins and Christine Larsen for participating in three meetings with management on technology, infrastructure and innovation and fees of $1,000 per meeting paid to Michelle Collins and Barry Zubrow for participating in four meetings with management on anti-money laundering.

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. Each of Ms. Collins, Mr. Kelly, Mr. Manley, Ms. Stevenson and Mr. Zubrow received US$135,000 for serving as a director of those subsidiaries. Mr. Manley received US$50,000 for serving as Chair of the Board for those subsidiaries. Mr. Le Pan joined the boards of CIBC Bancorp USA Inc. and CIBC Bank USA on April 8, 2021 and earned US$78,750 for serving those boards. Ms. Collins received US$20,000 for serving as Chair of the Audit Committee. Mr. Kelly received US$5,833 (pro-rated) for serving as Chair of the Private Wealth Oversight Committee. Mr. Zubrow received US$30,000 for serving as Chair of the Risk Committee. Ms. Collins, Mr. Le Pan and Mr. Zubrow received fees of US$1,000 per meeting for participating in 10 meetings of a Regulatory Oversight Committee. These amounts were converted to Canadian dollars at the rates set out in note (2).

Mr. Manley retired from the Board on April 8, 2021. In honour of his service, Mr. Manley received a retirement gift valued at $1,330 and CIBC made a $25,000 donation to a registered Canadian charity selected by Mr. Manley. These amounts are reported under “All Other Compensation”.

Responsibility    

 2021 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 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 implementation of the Canadian Securities Administrators National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure and 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.

◾    Monitored the impact of the global pandemic on CIBC’s internal control environment.

◾    Received updates on ESG related trends and regulatory changes impacting disclosures and reviewed CIBC’s ESG disclosure in the Annual Report.

◾    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, including changes necessary to respond to the evolving COVID-19 pandemic.

◾    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 of the Shareholders’ Auditors Policy.

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

◾    Updated and monitored audit quality indicators.