Deed Poll
Supplemental Deed Poll
Canadian Imperial Bank of Commerce
acting through its office in Toronto, Canada or its Sydney branch (ARBN 608 235 847)
(Issuer)
The Australian Covered Bonds have not been, and will not be, registered under the U.S. Securities Act of 1933 as amended ("Securities Act") or the securities laws of any state of the United States or any other jurisdiction. The Australian Covered Bonds may not be offered or sold at any time within the United States or to, or for the account or benefit of, U.S. persons (within the meaning of Regulation S under the Securities Act), unless the Australian Covered Bonds are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available and other than in accordance with all applicable securities laws of any state of the United States and each other jurisdiction in which the Australian Covered Bonds are offered or sold. The Issuer is registered as a foreign company in Australia and is a foreign authorised deposit-taking institution under the Banking Act 1959 of the Commonwealth of Australia (the "Australian Banking Act"). The Australian Covered Bonds are not the obligation of any government and, in particular, are not guaranteed by the Commonwealth of Australia or the government of Canada nor do they benefit from the depositor protection provisions of Division 2 of Part II of the Australian Banking Act. However, under section 11F of the Australian Banking Act, if the Issuer (whether in or outside Australia) suspends payment or becomes unable to meet its obligations, the assets of the Issuer in Australia are to be available to meet its liabilities in Australia (including if those liabilities are in respect of the Australian Covered Bonds) in priority to all other liabilities of the Issuer. Further, under section 86 of the Reserve Bank Act 1959 of Australia, debts due by the Issuer to the Reserve Bank of Australia shall in a winding-up of the Issuer have priority over all other debts of the Issuer.
The Guarantor is not a bank nor an authorised deposit-taking institution authorised to carry on banking business in Australia under the Australian Banking Act and it is not supervised by the Australian Prudential Regulation Authority. The Guarantor is not registered as a foreign company or otherwise registered, authorised or qualified to carry on financial services or other business in Australia. The Covered Bond Guarantee is not the obligation of any government and, in particular, is not guaranteed by the Commonwealth of Australia or the government of Canada.
Any offer for the issue, any invitation to apply for the issue, and any offer for sale of, and any invitation for offers to purchase, the Australian Covered Bonds in, or into, Australia (i) must be for a minimum amount payable, by each person on acceptance of the offer or application (as the case may be) of at least A$500,000 (or its equivalent in other currencies, disregarding moneys lent by the offeror or its associates); (ii) must not require disclosure to investors under Part 6D.2 or Part 7.9 of the Corporations Act 2001 (Cth) (the "Corporations Act"); (iii) must not be made to a "retail client" (as defined in section 761G of the Corporations Act); and (iv) must comply with all applicable laws, regulations and directives in Australia, including, without limitation, the licensing requirements set out in Chapter 7 of the Corporations Act and the laws, regulations and directives of the jurisdiction in which the issue, offer or transfer takes place.
Contents
Table of contents
1. | Definitions and interpretation | 2 | |
1.1 | Definitions | 2 | |
1.2 | Incorporated definitions | 2 | |
1.3 | Interpretation | 2 | |
1.4 | Inclusive expressions | 3 | |
1.5 | Relationship with Australian Deed Poll and Trust Deed | 3 |
2. | Amendments | 3 | |
2.1 | Amendment to Deed Poll | 3 | |
2.2 | Amendment to affect future Australian Covered Bonds | 3 | |
2.3 | Confirmation | 4 |
3. | Rights and obligations of Holders | 4 | |
3.1 | Proceedings, action and indemnification | 4 | |
3.2 | Benefit of deed poll | 4 | |
3.3 | Rights independent | 4 | |
3.4 | Holders bound | 4 | |
3.5 | Assignment | 5 |
4. | Custody of deed poll | 5 | |
4.1 | Australian Agent to hold deed poll | 5 | |
4.2 | Direction from Holders | 5 | |
4.3 | Copies of documents to Holders | 5 |
5. | Substitution and addition of Issuer | 5 | |
6. | General | 6 | |
6.1 | Governing law and jurisdiction | 6 | |
6.2 | Serving documents | 6 | |
6.3 | Agent for service | 6 | |
6.4 | Prohibition and enforceability | 6 | |
6.5 | Variation | 6 | |
Attachment 1 | ........................................................................................................................................ | 8 |
0016032-0000128 SYO1: 2004570051.3
Supplemental Deed Poll | ||
Date | 18 December 2024 | |
Made by | ||
Issuer | Canadian Imperial Bank of Commerce acting through its office in | |
Toronto, Canada whose registered office is at Commerce Court, 199 | ||
Bay Street, Toronto, Ontario, Canada M5L 1A2 or its Sydney branch | ||
(ARBN 608 235 847) whose registered office is at Level 45, Gateway | ||
Building, 1 Macquarie Place, Sydney NSW 2000 | ||
in favour of each person who is from time to time a Holder and in favour of the | ||
Bond Trustee, who holds the benefit of this deed poll on trust for the Holders | ||
pursuant to the Trust Deed. | ||
Recitals | ||
1. | The Issuer has established a Programme pursuant to which the Issuer | |
may from time to time issue debt obligations in the form of covered | ||
bonds as set out in the Trust Deed. | ||
2. | The Issuer, the Guarantor and the Bond Trustee have supplemented | |
and amended the Trust Deed by entering into a second amended and | ||
restated supplemental trust deed dated as of 7 April 2016, as | ||
amended by a First Addendum dated 5 September 2017, a Second | ||
Addendum dated 1 August 2019, by a Third Addendum dated on or | ||
about 14 September 2021, by a Fourth Addendum dated 19 April | ||
2023, and by a Fifth Addendum dated [18] December 2024 to (i) | ||
provide for the issuance of certain series of uncertificated Australian | ||
dollar denominated covered bonds (Australian Covered Bonds) | ||
under the Programme pursuant to, among other things, the Australian | ||
Deed Poll and (ii) set out the terms and conditions of the Programme | ||
applicable to the Australian Covered Bonds as supplemented, | ||
modified or replaced by the applicable Final Terms in relation to those | ||
Australian Covered Bonds (Supplemental Trust Deed). | ||
3. | The terms and conditions of the Australian Covered Bonds issued | |
pursuant to the Australian Deed Poll are set out in Attachment 1 to the | ||
Australian Deed Poll as supplemented, modified or replaced by the | ||
applicable Final Terms for each Series of the Australian Covered | ||
Bonds. The Holders of such Australian Covered Bonds also have the | ||
benefit of, and are subject to, certain additional provisions set forth in | ||
the Trust Deed and the Supplemental Trust Deed. | ||
4. | The Issuer wishes to amend the Australian Deed Poll pursuant to the | |
terms of this supplemental deed poll in accordance with Clause 6.5 of | ||
the Australian Deed Poll and Clause 21.2 of the Trust Deed to provide | ||
for the issue of Australian Covered Bonds after the date of this | ||
supplemental deed poll on the terms and conditions of Attachment 1 | ||
to this supplemental deed poll as supplemented, modified or replaced | ||
by the applicable Final Terms for each Series of those Australian | ||
Covered Bonds. | ||
0016032-0000128 SYO1: 2004570051.3 | 1 |
This deed witnesses as follows:
1. Definitions and interpretation
1.1 Definitions
The meanings of the terms used in this deed poll are set out below.
Term | Meaning |
Australian Deed Poll | the document entitled 'Canadian Imperial Bank of Commerce |
Global Covered Bond Programme Deed Poll for Australian | |
Covered Bonds' made by the Issuer dated 15 January 2015 as | |
supplemented by a supplemental deed poll dated 31 August 2017, | |
as further supplemented by a second supplemental deed poll | |
dated 26 July 2019, as further supplemented by a third | |
supplemental deed poll dated 14 September 2021, and as further | |
supplemented by a fourth supplemental deed poll dated 19 April | |
2023. | |
Trust Deed | the trust deed dated 2 July 2013 between the Issuer, CIBC |
Covered Bond (Legislative) Guarantor Limited Partnership as | |
Guarantor and Computershare Trust Company of Canada as Bond | |
Trustee, as amended and restated on 21 June 2016, as amended | |
on 20 June 2017, as further amended and restated on 18 June | |
2019, as further amended on 23 August 2019, 9 March 2020, 25 | |
March 2020 and 13 July 2020 and as further amended and | |
restated on 22 July 2021, as amended by a first amending | |
agreement to the third amended and restated trust deed dated 22 | |
July 2022, a second amending agreement to third amended and | |
restated trust deed dated 28 July 2023 and a third amending | |
agreement to third amended and restated trust deed dated 31 July | |
2024 and as supplemented by the Supplemental Trust Deed, the | |
Australian Deed Poll and this deed poll. |
1.2 Incorporated definitions
In this deed poll capitalised terms not otherwise defined have the meanings given in the Australian Deed Poll or, if not otherwise defined in the Australian Deed Poll, the meanings given in the Supplemental Trust Deed.
1.3 Interpretation
In this deed poll, headings and bold type are for convenience only and do not affect the interpretation of this deed poll and, unless the context otherwise requires:
- words importing the singular include the plural and vice versa;
- words importing a gender include any gender;
- other parts of speech and grammatical forms of a word or phrase defined in this deed have a corresponding meaning;
0016032-0000128 SYO1: 2004570051.3 | 2 |
- an expression suggesting or referring to a natural person or an entity includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency;
- a reference to any thing (including any right) includes a part of that thing but nothing in this clause 1.3(e) implies that performance of part of an obligation constitutes performance of the obligation;
- a reference to a clause, party, annexure, exhibit or schedule is a reference to a clause of, and a party, annexure, exhibit and schedule to this deed poll and a reference to this deed poll includes any annexure, exhibit and schedule;
- a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, whether passed by the same or another government agency with legal power to do so, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws under that statute;
- a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;
- a reference to a particular person includes that person's successors and permitted assigns; and
- references to time are to Sydney time.
1.4 Inclusive expressions
Specifying anything in this deed poll after the words 'include' or 'for example' or similar expressions does not limit what else is included unless there is express wording to the contrary.
1.5 Relationship with Australian Deed Poll and Trust Deed
This deed poll supplements and forms part of, the Australian Deed Poll and the Trust Deed. Unless expressly provided otherwise in this deed poll, in the event of any inconsistency between the provisions of this deed poll and the provisions of the Australian Deed Poll or the Trust Deed, or where compliance with a provision of this deed poll would prevent compliance with a provision of the Australian Deed Poll or the Trust Deed, the provisions of this deed poll will prevail.
2. Amendments
2.1 Amendment to Deed Poll
On and with effect from the date of this deed poll (Effective Date), the Australian Deed Poll is amended by substituting for Attachment 1 to the Deed Poll Attachment 1 of this deed poll.
2.2 Amendment to affect future Australian Covered Bonds
The amendments under clause 2.1:
- apply in respect of, and in respect of the rights and obligations of any Holder of, Australian Covered Bonds issued after the Effective Date; and
0016032-0000128 SYO1: 2004570051.3 | 3 |
- do not affect or apply in respect of, or affect or apply in respect of the rights and obligations of any Holder of, Australian Covered Bonds issued before the Effective Date.
2.3 Confirmation
On and with effect from the Effective Date, the Issuer is bound by the Australian Deed Poll as amended by this deed poll.
3. Rights and obligations of Holders
- Proceedings, action and indemnification
- The Bond Trustee may take action to enforce the provisions of this deed poll in the manner and circumstances provided for in the Trust Deed. However, the Bond Trustee shall not be bound to take any such enforcement proceedings except as specified in the Trust Deed.
- Subject as provided herein and in the Trust Deed only the Bond Trustee may enforce the provisions of this deed poll. No Holder shall be entitled to proceed directly against the Issuer to enforce the performance of any of the provisions of this deed poll unless the Bond Trustee having become bound as aforesaid to take proceedings fails to do so within 30 days and such failure is continuing (in which case such Holder shall be entitled to take any such steps and proceedings as it shall deem necessary (other than the presentation of a petition for the winding up of, or for an administration order or liquidation in respect of, the Issuer, the Guarantor or any of the General Partners) and in accordance with the Trust Deed).
- Benefit of deed poll
This deed poll is for the benefit of the Bond Trustee and the Holders from time to time and (subject to clause 3.1, the other provisions of this deed poll and the Trust Deed) each Holder may enforce this deed poll even though it is not a party to, or is not in existence at the time of execution and delivery of, this deed poll.
- Rights independent
- Subject to the Trust Deed, the Bond Trustee may enforce its rights under this deed poll independently from any Holder.
- Subject to the Trust Deed and to clause 3.1 and the other provisions of this deed poll, each Holder may enforce its rights under this deed poll independently from the Bond Trustee and any other Holder.
- Holders bound
The Holder of an Australian Covered Bond and any person claiming through the Holder:
- is taken to have notice of all the provisions of this deed poll, the Trust Deed (including the terms applicable to the Australian Covered Bonds under the Supplemental Trust Deed), the Agency Agreement (as supplemented by the Supplemental Agency Agreement), each other Transaction Document and the applicable Prospectus and Final Terms; and
0016032-0000128 SYO1: 2004570051.3 | 4 |
- is bound by, and must perform its obligations expressed in, this deed poll, the Trust Deed (including the terms applicable to the Australian Covered Bonds under the Supplemental Trust Deed), the Agency Agreement (as supplemented by the Supplemental Agency Agreement), each other Transaction Document and the Conditions applicable to the Australian Covered Bonds and the Trust Deed.
3.5 Assignment
Each Holder is entitled to assign all or any of its rights and benefits under this deed poll, subject to, and in accordance with, any applicable Conditions.
4. Custody of deed poll
- Australian Agent to hold deed poll
- The Issuer will deliver this deed poll to the Australian Agent (or if there is no Australian Agent, the Bond Trustee, or if there are different Australian Agents for different Australian Covered Bonds, one of the Australian Agents agreed between the Issuer and the Bond Trustee) to be held in New South Wales or in such other jurisdiction in Australia other than South Australia as may be agreed between the Issuer and relevant Australian Agent (or, if none, the Bond Trustee).
- If this deed poll is initially delivered to the Bond Trustee, the Bond Trustee may on the appointment of the first Australian Agent deliver this deed poll to the Australian Agent to be held as contemplated by clause 4.1(a).
- Direction from Holders
Each Holder will be taken to have directed the Issuer to deliver this deed poll in accordance with clause 4.1 to be held by the Bond Trustee or relevant Australian Agent (as applicable) on behalf of that Holder.
4.3 Copies of documents to Holders
Within 14 days of the Issuer receiving a written request from a Holder to do so, the Issuer must provide (or ensure that the Bond Trustee or relevant Australian Agent (as applicable) provides) to that Holder a certified copy of any document held in accordance with clause 4.1 if the Holder requires such copy in connection with any legal proceeding that such Holder is entitled to take under the terms hereof, claim or action brought by the Holder in relation to its rights under an Australian Covered Bond.
5. Substitution and addition of Issuer
If a Subsidiary is substituted in place of the Issuer as the principal debtor under the Trust Deed, this deed poll and the Covered Bonds in accordance with the provisions referred to in Condition
18 of the Conditions and Clause 21.3 of the Trust Deed:
- such Subsidiary shall be deemed to have been substituted for the Issuer as Issuer under this deed poll; and
- the Issuer shall be released from its obligations as Issuer under this deed poll and the Australian Covered Bonds.
0016032-0000128 SYO1: 2004570051.3 | 5 |
6. General
- Governing law and jurisdiction
- This deed poll is governed by the laws of New South Wales.
- The Issuer irrevocably submits, and each Holder is taken to have submitted, to the non exclusive jurisdiction of the courts of New South Wales and courts of appeal from them.
- Serving documents
Without preventing any other mode of service, any document in an action (including, without limitation, any writ of summons or other originating process or any third or other party notice) may be served on the Issuer by being left for the Issuer with its process agent referred to in clause 6.3.
6.3 Agent for service
The Issuer irrevocably designates CIBC Australia Limited (ABN 69 000 067 256) of Level 45, Gateway Building, 1 Macquarie Place, Sydney NSW 2000, Australia for the purpose of accepting any document in any action in connection with the Australian Covered Bonds. The Issuer agrees that the service of documents in this manner will be sufficient service on it.
- Prohibition and enforceability
- Any provision of, or the application of any provision of, this deed poll, or any right, power, authority, discretion or remedy conferred on any person by this deed poll which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
- Any provision of, or the application of any provision of, this deed poll which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
- Variation
Subject to the terms of Clause 21 of the Trust Deed, and except as otherwise expressly provided in this deed poll, the provisions in this deed poll may be amended or modified only by written agreement of all of the parties to the Trust Deed, and if any such amendment or modification or any waiver given in accordance with Clause 21 of the Trust Deed is determined to be material in the opinion of the Guarantor, Rating Agency Confirmation shall be required in respect thereof. Pursuant to Clause 29 of the Trust Deed, as it relates to this deed poll, the Guarantor (or the Cash Manager on its behalf) shall deliver notice to the Rating Agencies of any amendment or modification or waiver which does not require Rating Agency Confirmation. This deed poll (and the benefits and obligations contained in it) may not be assigned or novated by the Issuer without the prior written consent of each of the other parties to the Trust Deed and Rating Agency Confirmation having been obtained in respect of such assignment or novation.
0016032-0000128 SYO1: 2004570051.3 | 6 |
Executed as a deed poll
Issuer
Signed sealed and delivered by
Canadian Imperial Bank of Commerce
- Wojtek Niebrzydowski Authorised Signatory Wojtek Niebrzydowski Print Name
-
Andrew Stuart
Authorised Signatory Andrew Stuart Print Name
In the presence of
- Shelley Tom Witness signature Shelley Tom Print name
Signing page
SEAL
0016032-0000128 SYO1: 2004570051.3 | 7 |
Attachment 1
TERMS AND CONDITIONS OF THE AUSTRALIAN COVERED BONDS
The following are the terms and conditions of the Australian Covered Bonds (the "Terms and Conditions"), which as supplemented, modified or replaced in relation to any Australian Covered Bonds by the applicable Final Terms, will be applicable to each Series of Australian Covered Bonds issued under the Australian Deed Poll unless otherwise specified in the applicable Final Terms. To avoid doubt these Terms and Conditions do not apply to any other Covered Bonds. All capitalized terms that are not defined in these Terms and Conditions will have the meanings given to them in the applicable Final Terms.
These Terms and Conditions apply to those Covered Bonds, known as "Australian Covered Bonds", which are issued in registered, uncertificated (or inscribed) form by Canadian Imperial Bank of Commerce acting through its office in Toronto, Canada or its Sydney Branch (ARBN 608 235 847), as specified in the applicable Final Terms (the "Issuer" or the "Bank") as part of the Issuer's CAD 60 billion global Covered Bond programme (the "Programme") and are constituted by the deed poll made by the Issuer dated January 15, 2015, as supplemented by (i) a supplemental deed poll dated August 31, 2017, (ii) a supplemental deed poll dated on July 26, 2019, (iii) a supplemental deed poll dated September 14, 2021, (iv) a supplemental deed poll dated April 19, 2023 and (v) a supplemental deed poll to be dated on or about December 18, 2024 (such deed poll as may be further amended, supplemented, or replaced, the "Australian Deed Poll"). Australian Covered Bonds take the form of entries in a register ("Australian Register") established and maintained by BTA Institutional Services Australia Limited (ABN 48 002 916 396) (or such other registrar as is specified in the relevant Final Terms or appointed in accordance with the Terms and Conditions or the Agency Agreement (defined below)) ("Australian Agent") in Sydney, New South Wales, Australia or such other place in Australia as is agreed between the Issuer and the Australian Agent.
The Holders of the Australian Covered Bonds have the benefit of and are subject to:
- a third amended and restated trust deed dated as of July 22, 2021, as amended by a first amending agreement to third amended and restated trust deed dated July 22, 2022, a second amending agreement to third amended and restated trust deed dated July 28, 2023 and a third amending agreement to third amended and restated trust deed dated July 31, 2024 (such trust deed as amended and supplemented as described below and as may be further amended, supplemented or replaced, the "Trust Deed") made between the Issuer, CIBC Covered Bond (Legislative) Guarantor Limited Partnership, as guarantor (the "Guarantor") and Computershare Trust Company of Canada, as bond trustee (in such capacity, the "Bond Trustee" which expression shall include any successor as bond trustee), as supplemented in relation to the Australian Covered Bonds by the second amended and restated supplemental trust deed dated as of April 7, 2016 as amended by a First Addendum dated September 5, 2017, by a Second Addendum dated August 1, 2019, by a Third Addendum dated September 14, 2021, by a Fourth Addendum dated April 19, 2023 and by a Fifth Addendum to be dated on or about December 18, 2024 (such amended and restated supplemental trust deed as may be further amended, supplemented, or replaced, the "Supplemental Trust Deed") made between the Issuer, the Guarantor and the Bond Trustee (including the Programme Terms specified in Schedule 1 thereto) and by the Australian Deed Poll. To avoid doubt, references to the Trust Deed in these Terms and Conditions include the Supplemental Trust Deed and the Australian Deed Poll; and
- an agency agreement dated as of July 2, 2013 (such agency agreement as amended, supplemented or replaced, the "Agency Agreement") and made between the Issuer, the Guarantor, the Bond Trustee, HSBC Bank USA, National Association and HSBC Bank plc and the other agents named therein, as amended on June 24, 2015 and June 21, 2016 and as supplemented in relation to the Australian Covered Bonds by an amended and restated supplemental agency agreement dated as of January 15, 2015, as amended on April 7, 2016 and as further amended on July 26, 2019 (such amended and restated supplemental agency agreement as may be further amended, supplemented or replaced, the "Supplemental Agency Agreement") made between the Issuer, the Guarantor and the Australian Agent pursuant to which the Australian Agent has been appointed to act as registrar and issuing and paying agent in respect of Australian Covered Bonds and, for greater certainty, pursuant to which it is confirmed that the other registrars, issuing agents, paying agents, transfer agents, exchange agents and calculation agents named therein do not act in any capacity in relation to the Australian Covered Bonds. To avoid doubt, references to the Agency Agreement in these Terms and Conditions include the Supplemental Agency Agreement.
0016032-0000128 SYO1: 2004570051.3 | 8 |
Attachments
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Disclaimer
CIBC - Canadian Imperial Bank of Commerce published this content on January 14, 2025, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on January 14, 2025 at 06:05:03.463.