CIBC Capital Markets Legal

General

CIBC Capital Markets is a trademark brand name under which Canadian Imperial Bank of Commerce (“CIBC”), its subsidiaries and affiliates (including, without limitation, CIBC World Markets Inc., CIBC World Markets Corp. and CIBC World Markets Limited) provide products and services to our customers around the world. Services offered by the Canadian Imperial Bank of Commerce include corporate lending services, foreign exchange, money market instruments, structured notes, interest rate products and OTC derivatives. Canadian Imperial Bank of Commerce is a provisionally-registered Swap Dealer with the Commodity Futures Trading Commission (CFTC) and the National Futures Association (NFA). CIBC’s Disclosures pursuant to the External Business Conduct rules are located at the following link: cibccm.com/doddfrank. CIBC’s Foreign Exchange Disclosure Statement relating to guidelines contained in the FX Global Code can be found at cibccm.com/fxdisclosure. Other products and services, such as exchange-traded equity and equity options, fixed income securities and futures execution of Canadian securities, are offered through directly or indirectly held subsidiaries of CIBC as indicated below. In the US, CIBC Capital Markets also provides investment banking services under the trademark brand name CIBC Cleary Gull.

Securities and other products offered or sold by CIBC Capital Markets are subject to investment risks, including possible loss of the principal invested. Each subsidiary or affiliate of CIBC is solely responsible for its own contractual obligations and commitments. Unless stated otherwise in writing CIBC Capital Markets products and services are not insured by the Canada Deposit Insurance Corporation, the Federal Deposit Insurance Corporation, or other similar deposit insurance and are not endorsed or guaranteed by any bank.

CIBC World Markets Inc. is a member of the Canadian Investor Protection Fund and the Investment Industry Regulatory Organization of Canada. In the United States, CIBC World Markets Corp. is a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. CIBC Bank USA is regulated by the Illinois Department of Financial and Professional Regulation and a member of the Federal Deposit Insurance Corporation. CIBC World Markets plc is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority. Canadian Imperial Bank of Commerce, London Branch, is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. CIBC Capital Markets (Europe) S.A. (RCS Luxembourg: B236326) is authorised by the European Central Bank (the “ECB”) and supervised by the Luxembourg Financial Supervisory Authority (Commission de Surveillance du Secteur Financier) under the oversight of the ECB. Canadian Imperial Bank of Commerce, Sydney Branch (ABN: 33 608 235 847), is an authorized foreign bank branch regulated by the Australian Prudential Regulation Authority (APRA). CIBC Australia Ltd (AFSL No: 240603) is regulated by the Australian Securities and Investment Commission (“ASIC”). CIBC World Markets (Japan) Inc. is a member of the Japanese Securities Dealer Association. Canadian Imperial Bank of Commerce, Hong Kong Branch, is a registered institution under the Securities and Futures Ordinance, Cap 571. Canadian Imperial Bank of Commerce, Singapore Branch, is an offshore bank licensed and regulated by the Monetary Authority of Singapore. The CIBC logo and “CIBC Capital Markets” are trademarks of CIBC, used under license. All other applicable trademarks are owned by their respective trademark owners.

CONFLICTS OF INTERESTS

CIBC Capital Markets may make a market or deal as principal in the securities, commodities or instruments mentioned in our materials or in options or other derivative instruments based thereon. In addition, CIBC Capital Markets, or its shareholders, directors, officers, employees and/or other affiliates, may from time to time have long or short positions in such securities or in options, futures or other derivative instruments based thereon. One or more of CIBC Capital Markets’ directors, officers and/or employees may be a director of the issuer of the securities mentioned. CIBC Capital Markets or its affiliates may have managed or co-managed a public offering of, or acted as initial purchaser or placement agent for a private placement of, any of the securities of any issuer mentioned, or may from time to time perform investment banking or other services for, or solicit investment banking or other business from, mentioned companies. CIBC Capital Markets and/or any of its affiliates may have received remuneration in connection with any of the activities described immediately above.

PRICE INFORMATION / VALUATIONS

Actionable prices may only be obtained on a real-time, expressly agreed upon basis. Any indicative valuations or estimates in materials are provided for informational purposes only. Any information regarding any valuations with respect to any materials does not constitute an offer to enter into, transfer and assign or terminate any transaction, or a commitment by CIBC Capital Markets to make such an offer. Indicative valuations on materials may vary significantly from indicative valuations available from other sources. While CIBC Capital Markets has obtained the information on which these valuations are based from sources believed to be reliable, CIBC Capital Markets makes no representations or warranties with respect to the correctness, accuracy or completeness of any indicative valuations.

SALES LITERATURE

Communications should not be construed as research reports. Information contained across communications is not intended to constitute a "research report, statement or opinion of an expert" for the purposes of the securities legislation of any province or territory of Canada or “research” as defined in FINRA Rule 2241 by the Financial Industry Regulatory Authority (FINRA), IIROC Rule 29.7 and Montreal Exchange Rule 8.3.

NO INVESTMENT ADVICE

This website and any information or material provided hereon is for informational purposes only and has been prepared without regard to the individual financial circumstances and objectives of any recipient. CIBC Capital Markets does not, in any way, make any representation or warranty as to the accuracy, completeness, reliability or prudence of any such information or material. No information or material on this website shall, in any way, constitute or be relied upon as: (i) financial, accounting, legal, tax or investment advice or (ii) an offer, recommendation or solicitation to buy or sell a particular security, product or other financial instrument. You should consult directly with a professional legal, investment, accounting and/or tax advisor (as applicable) before acting on any information or material in connection herewith.

NO VALUATION (CANADA)

The information and analyses certain materials are preliminary and not intended to constitute a "valuation," "formal valuation," "appraisal," "prior valuation," or a "report, statement or opinion of an expert" for purposes of any securities legislation in Canada or otherwise.

VALUATION SUBJECT TO ENGAGEMENT LETTER

Any CIBC opinion or valuation will be set forth in a separate letter and would be subject to the terms of the Engagement Letter and approval by our Opinions Review Committee and internal legal counsel.

TAX DISCLAIMER

Since the levels and bases of taxation can change, any reference to the impact of taxation should not be construed as offering tax advice on the tax consequences of investments. As with any investment having potential tax implications, clients should consult with their own independent tax adviser.

HYPOTHETICAL OR PAST PERFORMANCE

Hypothetical or simulated performance results have inherent limitations. Unlike an actual performance record, simulated results do not represent actual trading. Also, since the trades have not actually been executed, the results may have under or over-compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated trading programs in general are designed with the benefit of hindsight. Across materials, past performance is not in any way indicative of any future results and no representation is being made with respect to past performances being in any way indicative of future performance.

REFERENCES TO CIBC INSTITUTIONAL EQUITY RESEARCH

Important legal disclaimers relating to any CIBC Capital Markets-branded equity research reports may be accessed at researchcentral.cibcwm.com. An explanation of CIBC Capital Markets’ Equity Research department stock rating system and price and performance charts for specific CIBC Capital Markets-recommended securities may be accessed at researchcentral.cibcwm.com/rcportal/pricecharts .

GLOBAL INVESTMENT BANKING AND GLOBAL CORPORATE BANKING

CIBC Capital Markets employees are prohibited from offering to change or otherwise influence any research report, rating or price target to any company as inducement for the receipt of any business or compensation.

LINKS TO THIRD PARTY WEB SITES

Documents may provide addresses of, or contain hyperlinks to, Internet web sites. CIBC Capital Markets has not reviewed the linked Internet web site of any third party and takes no responsibility for the contents thereof. Each such address or hyperlink is provided solely for the recipient’s convenience and information, and the content of linked third-party web sites is not in any way incorporated into this document. Recipients who choose to access such third-party web sites or follow such hyperlinks do so at their own risk.

US LISTED OPTIONS

Options involve special risks and are not suitable for all customers. Be sure you have read and understood the current Options Clearing Corporation (OCC) risk disclosure document, Characteristics & Risks of Standardized Options, before entering any options transaction.

US TAX DISCLAIMER

Please be advised that any discussion of US tax matters (including any attachments) is not intended or written to be used, and cannot be used, by you for the purpose of avoiding US tax-related penalties.

EUROPEAN REGULATORY DISCLOSURES

Regarding the distribution of materials in the United Kingdom

The distribution of materials in the United Kingdom is being made only to, or directed only at, persons falling within one or more of the exemptions from the financial promotion regime in section 21 of the UK Financial Services and Markets Act 2000 (as amended) (“FSMA”) including, without limitation, to the following:

  1. Authorised firms under FSMA and certain other investment professionals falling within article 19 of the FSMA (Financial Promotion) Order 2005 (“FPO”) and directors, officers and employees acting for such entities in relation to investment;

  2. High value entities falling within article 49 FPO and directors, officers and employees acting for such entities in relation to investment; and

  3. Persons who receive this presentation outside the United Kingdom

The distribution of materials to any other person in the United Kingdom is unauthorised and may contravene FSMA. No person falling outside such categories should treat this presentation as constituting a promotion to them, or rely or act on it for any purposes whatsoever.

Regarding the distribution of materials in France

The distribution of materials in France is made only to, or directed only at, persons falling within one or more of the categories under Article L. 341-2 of the French Monetary and Financial Code, including, without limitation, to the following: qualified investors (investisseurs qualifiés) (as defined in Article L. 411-2 of the French Monetary and Financial Code) or to entities (personnes morales) defined in Article L. 341-2 and D. 341-2 of the French Monetary and Financial Code.

The distribution of materials to any other person in France is unauthorised and may contravene applicable French regulations. No person falling outside such categories should treat this presentation as constituting a promotion or canvassing (démarchage) to them or rely or act on it for any purposes whatsoever.

Regarding the distribution of materials in Hong Kong

Communications intended for distribution in Hong Kong are made only to persons who are “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO, or in other circumstances which do not result in this communication being a “prospectus” as defined in the Companies (Winding Up) and Miscellaneous Provisions)

Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that ordinance.

Regarding the distribution of materials in Singapore

Communications intended for distribution in Singapore are made only to: (a) a person who is an “institutional investor” (as defined in Section 4A of the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”) pursuant to Section 274 of the SFA, (b) a “relevant person” (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(IA) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

Regarding the distribution of materials in Japan

Communications distributed in Japan by CIBC World Markets (Japan) Inc. are made only to “qualified institutional investors” (tekikaku kikan toshika) as defined under the Financial Instruments and Exchange Act of Japan, or otherwise pursuant to an exemption from the registration requirements of or, in compliance with, the Financial Instruments and Exchange Act of Japan and any other relevant laws, regulations and ministerial guidelines of Japan.

Regarding the distribution of materials in Australia

Communications distributed in Australia by CIBC Australia Ltd (ASFL No: 240603) are made only to “professional investors” as defined under the Australian Corporations Act or otherwise pursuant to a private placement exemption.

CAPITAL MARKETS LEGAL ENTITIES
Canada
  • CIBC
    CIBC (TSX/NYSE: CM) is a bank chartered under the Bank Act (Canada) having its registered office in Toronto, Ontario, Canada, and regulated by the Office of the Superintendent of Financial Institutions.

  • CIBC World Markets Inc.
    CIBC World Markets Inc. is a member of the Canadian Investor Protection Fund and the Investment Industry Regulatory Organization of Canada.

United States
  • CIBC World Markets Corp.
    In the United States, CIBC World Markets Corp. is a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Fund.

  • New York Branch
    CIBC New York Branch is licensed and supervised by the New York State Department of Financial Services.

  • CIBC Bank USA

CIBC Bank USA is regulated by the Illinois Department of Financial and Professional Regulation and a member of the Federal Deposit Insurance Corporation. Capital Markets products offered by CIBC Bank USA are not FDIC insured; not deposits or obligations of, or guaranteed by, CIBC; and are subject to investment risk, including loss of principal.

Europe
  • London Branch
    CIBC London Branch is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority.

  • Luxembourg
    CIBC Capital Markets (Europe) S.A. (RCS Luxembourg: B236326) is authorised by the European Central Bank (the “ECB”) and supervised by the Luxembourg Financial Supervisory Authority (Commission de Surveillance du Secteur Financier) under the oversight of the ECB.

Asia
  • Hong Kong
    Canadian Imperial Bank of Commerce, Hong Kong Branch, is a registered institution under the Securities and Futures Ordinance, Cap 571, and a limited liability foreign company registered with the Hong Kong Companies Registry.

  • Singapore
    Canadian Imperial Bank of Commerce, Singapore Branch, is a wholesale bank licensed and regulated by the Monetary Authority of Singapore.

  • Japan
    CIBC World Markets (Japan) Inc. is a member of the Japanese Securities Dealer Association.

Australia
  • CIBC Australia Ltd.
    CIBC Australia Ltd. (AFSL No: 240603) is regulated by the Australian Securities and Investment Commission (“ASIC”).

  • Sydney Branch
    Canadian Imperial Bank of Commerce, Sydney Branch (ABN: 33 608 235 847), is an authorized foreign bank branch regulated by the Australian Prudential Regulation Authority (APRA).

South America
  • Colombia
    The representative office of CIBC and CIBC World Markets Inc. (“CWMI”) in Colombia was authorized by the Colombian Superintendence of Finance (“SFC”) pursuant to Resolution 773 of 2014 and Resolution 1267 of 2016.