Canadian Imperial Bank of Commerce : 2024 Management Proxy Circular

Management Proxy Circular

Notice of Annual Meeting of Shareholders April 4, 2024

Your participation is important. Please read this document and vote.

Notice of Annual Meeting of Shareholders

When: Thursday, April 4, 2024, 9:30 a.m. Eastern Daylight Time (EDT)

Where: By live webcast at https://cibcvirtual.com/agm2024

Enter password: cibc2024 (case sensitive)

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

You may also listen to our meeting by phone at 416340-2217(local) or 1 800806-5484(toll-free in Canada and the United States), passcode 7053922# (English) or 514392-1587(local) or 1 800898-3989(toll free in Canada and the United States), passcode 9040336# (French).

At the meeting you will be asked to:

1. receive our financial statements for the fiscal year ended October 31, 2023 and the auditors' report on the statements;
2. elect directors;
3. appoint auditors;
4. vote on an advisory resolution regarding our executive compensation approach;
5. vote on shareholder proposals; and
6. consider any other business properly brought before the meeting.

Voting instructions start on page 3 of our 2024 Management Proxy Circular (the Circular). Please read our Circular carefully.

Eligibility to vote

There were 937,266,970 common shares outstanding on February 5, 2024, our record date. Holders of common shares on that date are eligible to vote at our meeting (subject to Bank Act (Canada) restrictions).

Your vote is important

Please read the Circular and vote before the meeting. For more information on how you can vote or appoint someone else to vote for you, see "Voting" starting on page 3 of the Circular. Please vote as early as possible so that your shares are represented at the meeting. TSX Trust Company (TSX Trust) must receive your vote no later than 1:00 p.m. (EDT) on April 2, 2024.

You may also vote online or in person at the meeting, provided you follow certain steps. These steps are set out on pages 3 to 7 of the Circular.

Questions

If you have questions about notice-and-access or accessing our meeting online, you may contact TSX Trust at 1 866751-6315(toll-free in Canada and the United States) or 416682-3860(other countries).

Our Board of Directors (Board) and management would like to answer as many shareholder questions as possible during the meeting. Please send your questions in advance to the Corporate Secretary at [e-mail] to CIBC Corporate Secretary Division, 81 Bay Street, CIBC Square, 20th Floor, Toronto, Ontario M5J 0E7.

By Order of the Board

Natalie Biderman

Vice President, Corporate Secretary

February 14, 2024

Dear fellow shareholder,

We are pleased to invite you to attend CIBC's Annual Meeting of Shareholders on Thursday, April 4, 2024, at 9:30 a.m. (EDT). Please see our Circular for information on how to participate in our meeting, the business to be conducted at the meeting, our executive compensation approach and our governance practices. Information about our meeting is also available on our Annual Meeting webpage on our Investor Relations website at www.cibc.com. You have the opportunity to vote, and your vote matters.

In 2023, CIBC continued to live our purpose to help make our clients' ambitions a reality, and remained focused on delivering value for all stakeholders.

We delivered solid financial performance in 2023 by executing on our client-focused strategy and leveraging strategic investments to drive growth, while managing expenses very effectively in an inflationary environment. In addition, we further strengthened our capital position, protected margins, and positioned CIBC well for 2024 and beyond.

We also remained committed to supporting our communities throughout 2023. As a title sponsor of the Canadian Cancer Society Run for the Cure, Team CIBC raised over $2 million to fund cancer research and support those affected by this disease, and the CIBC Foundation's annual flagship fundraiser CIBC Miracle Day raised over $6 million, in support of a world without limits to ambition.

We continued to make progress in accelerating climate action. Working closely with our clients, we are mobilizing the capital needed to help them achieve their sustainability ambitions. In addition to our $100 million in limited partnership investments in climate technology and energy transition funds to enable the continued growth in this key sector, we were also named one of Canada's Greenest Employers in 2023 by MediaCorp Canada for our commitment to build a more secure, equitable and sustainable future for all.

CIBC's strength and stability enabled our momentum throughout the year, and at our meeting you will hear more about the bank's 2023 performance and progress on our strategy.

We thank you for your continued support of CIBC and look forward to your participation in our meeting.

Sincerely,

Katharine B. Stevenson	Victor G. Dodig
Chair of the Board	President and Chief Executive Officer

Management Proxy Circular

The information in this Circular is current as of February 8, 2024 and all dollar figures are in Canadian currency, unless indicated otherwise. 'You', 'your' and 'shareholder' mean common shareholders of CIBC.

Table of Contents

• Business of the Meeting
  2 Meeting Materials
  3 Voting

• Directors

• Director Nominees

24 Director Compensation

28 Board Committee Reports

36 Statement of Corporate Governance Practices

55 Message to our Fellow Shareholders

61 Compensation Discussion and Analysis

61 Compensation Philosophy, Practices and Governance

63 Approach to Executive Compensation

1. 2023 Performance and Compensation
2. Talent and Succession Planning
3. Inclusion

87 Compensation Disclosure

100 Shareholder Proposals

110 Other Information

1. Indebtedness of Directors and Executive Officers
2. Directors' and Officers' Liability Insurance

111 Information about CIBC

111 Vote Results and Minutes of Meeting

111 Contacting our Board of Directors

111 Board of Directors' Approval

Glossary of Acronyms

AFV	Accounting Fair Value
BPF	Business Performance Factor
bps	basis points
CEO	Chief Executive Officer
CET1	Basel III Common Equity Tier 1 Capital
CFO	Chief Financial Officer
COMR	Cost of Management Ratio
CRO	Chief Risk Officer
CSA	Canadian Securities Administrators
CX	Client Experience
DFS	Direct Financial Services
DSU	Deferred Share Unit
EDT	Eastern Daylight Time
EPS	Earnings per Share
ESG	Environmental, Social and Governance
ESOP	Employee Stock Option Plan
ESPP	Employee Share Purchase Plan
EXCO	Executive Committee
EY	Ernst & Young LLP
FSB	Financial Stability Board
GAAP	Generally Accepted Accounting Principles
GLT	Global Leadership Team
GPS	Goals, Performance, Success
IFRS	International Financial Reporting Standards
MD&A	Management's Discussion and Analysis
MÉDAC	Mouvement d'éducation et de défense des
	actionnaires

MRCC	Management Resources and Compensation
	Committee
NEO	Named Executive Officer
NYSE	New York Stock Exchange
OSFI	Office of the Superintendent of Financial Institutions
	Canada
PCAOB	Public Company Accounting Oversight Board
	(United States)
PPPT	Pre-ProvisionPre-Tax Earning
PSU	Performance Share Unit
RESL	Real Estate Secured Lending
RMC	Risk Management Committee
ROE	Return on Equity
RSA	Restricted Share Award
S&P	Standard & Poor's
SARs	Stock Appreciation Rights
SBU	Strategic Business Unit
SEC	U.S. Securities and Exchange Commission
SERP	Supplemental Executive Retirement Plan
SEVP	Senior Executive Vice-President
SOC 1	System and Organization Controls
TCFD	Task Force on Climate-related Financial Disclosure
TDC	Total Direct Compensation
TSR	Total Shareholder Return
TSX	Toronto Stock Exchange
VCIM	Vancity Investment Management

Business of the Meeting

1. Financial Statements

The consolidated financial statements for the fiscal year ended October 31, 2023 are in our 2023 Annual Report available at www.cibc.com.

2. Election of Directors
You will be asked to elect 13 director nominees to serve on our Board	See pages 9 to 22 for information
until the earlier of the next Annual Meeting of Shareholders or the
about our director nominees.
director's retirement from the Board. The Board recommends that
you vote for each director nominee.
3. Appointment of Auditors	See pages 29 and 30 for information on the
You will be asked to appoint Ernst & Young LLP (EY)	Audit Committee's annual assessment of EY's
as auditors of CIBC. EY has served as the auditors	independence, audit quality, effectiveness and
of CIBC since December 2002. The Board	service quality and a description of fees paid to the
recommends that you vote for EY as our auditors.
	auditors.
4. Advisory Resolution regarding our
Executive Compensation Approach
You can have a "say on pay" by voting on our approach to executive
compensation. Last year, 95.8% of shareholder votes were for	See pages 55 to 86 for Message
our executive compensation approach. We consider the vote an	to our Fellow Shareholders and
important part of our shareholder engagement process whereby	Compensation Discussion and
it provides valuable feedback to our Board. This vote is advisory
Analysis.
under applicable law and does not diminish the Board's role and

responsibilities. Even though the resolution is not binding, the Board

and the Management Resources and Compensation Committee (MRCC) consider the results of the vote in making future executive compensation decisions.

When reviewing our approach to executive compensation, the MRCC considers shareholder feedback and any concerns that have been raised. If a concern is significant, we will disclose the MRCC's review process and the outcome of that review in our next Circular.

The Board recommends that you vote FOR the following advisory resolution.

RESOLVED on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in CIBC's management proxy circular for the 2024 Annual Meeting of Shareholders.

5. Shareholder Proposals

You will be asked to vote on five shareholder proposals set out on
pages 100 to 105 of the Circular. The Board recommends that you vote	See pages 100 to 109 for
against these proposals and explains why following each proposal.	shareholder proposals and
Shareholder proposals that were withdrawn are set out on pages 105 to 109	the Board's responses.
of the Circular with supporting statements and the Board's response.

Shareholder proposals for next year's Annual Meeting of Shareholders must be submitted by

November 16, 2024.

C I B C P R OX Y C I R C U L A R

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Meeting Materials

Delivery of meeting materials by notice-and-access

Management Proxy Circular - We are using notice-and-access to send our registered and non-registered shareholders our Circular as permitted by the Canadian Securities Administrators (CSA) and with the authorization of the Office of the Superintendent of Financial Institutions Canada (OSFI). This means that our Circular is posted online for you to access, rather than being printed and mailed to you. Reducing the amount of paper we send shareholders helps reduce the impact associated with paper. You will receive a proxy form or a voting instruction form by mail, so that you can vote your shares, as well as a notice with information about how you can access our Circular online or request a paper copy.

Annual Financial Statements and Management's Discussion and Analysis - The way we send you our annual financial statements and Management's Discussion and Analysis (MD&A) depends on whether you are a registered shareholder or a non-registeredshareholder.

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. 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 registered shareholder and you did not sign up for e-delivery or opt out of receiving our annual financial statements, we are required to send you our annual financial statements and you will receive a paper copy of our Annual Report with the notice.

If you are a non-registered shareholder, we will use notice-and-access to provide you access to our annual financial statements and MD&A as permitted by securities law, so that you can access this material online the same way as our Circular. We will send shareholders the notice-and-access notification on or about February 29, 2024.

Our Circular and Annual Report (the meeting materials) are available on the website of our transfer agent, TSX Trust (www.meetingdocuments.com/TSXT/cibc), our website (www.cibc.com),

SEDAR+ (www.sedarplus.com) and EDGAR (www.sec.gov/edgar.shtml).

How to request a paper copy of the meeting materials

You may request a paper copy of the meeting materials, free of charge, for up to one year from the date the meeting materials were filed on SEDAR+.

To make your request before the meeting, contact TSX Trust at www.meetingdocuments.com/TSXT/cibcor 1 888433-6443(toll-free in Canada and the United States) or 416682-3801(other countries) or email [e-mail]. Please follow TSX Trust's instructions. A paper copy of the requested documents will be sent to you within three business days of your request. Please note that you will not receive another proxy form or voting instruction form so please retain your original form to vote your shares.

To ensure receipt of the paper copy of the meeting materials before the voting deadline and meeting date, we estimate that your request must be received no later than 5:00 p.m. (EDT) on March 20, 2024. This estimate reflects a three business day period for processing requests as well as typical mailing times.

To make your request on or after the date of the meeting, call TSX Trust at 1 888433-6443(toll-free in Canada and the United States) or 416682-3801(other countries) or email [e-mail]. The requested documents will be sent to you within 10 calendar days of your request.

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Attending the Meeting

This year, the meeting will take place by live webcast at https://cibcvirtual.com/agm2024and in person at CIBC Square, 81 Bay Street, Toronto, Ontario. Either way, you can take part, vote and ask your questions during the meeting. For the most current information about our meeting please visit our Annual Meeting webpage on our Investor Relations website at www.cibc.com.

Voting

Shareholder approval

Each matter you are being asked to vote on requires the approval of a simple majority (more than 50%) of the votes cast, by proxy or during the meeting, by either online ballot through the live webcast or in person ballot at CIBC Square.

Who can vote

You are entitled to one vote for each common share you own on February 5, 2024, our record date. There were 937,266,970 outstanding common shares eligible to vote on that date.

Shares cannot be voted if they are beneficially owned by:

• the government of Canada or any of its agencies;
• the government of a province or territory 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, is more than 20% of the eligible votes that may be cast in respect of that vote, unless permitted by the Minister of Finance.

Our directors and officers are not aware of any person or company that beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the votes attached to any class of CIBC shares.

How to Vote

You may vote your shares before the meeting by proxy or voting instruction form or during the meeting, either by online ballot through the live webcast or in person ballot at CIBC Square. The voting process depends on whether you are a registered shareholder or a non-registered shareholder.

C I B C P R OX Y C I R C U L A R

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Voting

REGISTERED SHAREHOLDERS

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 should have received a proxy form with a control number. If you did not receive this form, please contact TSX Trust at 1 800387-0825(toll-free in Canada and the United States) or 416682-3860(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 2, 2024 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 http://www.meeting-vote.com/,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 [e-mail].
  Fax - complete your proxy form and fax both sides to TSX Trust at 1 416595-9593.
  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. You must be connected to the internet and follow these steps:

1. Log in athttps://cibcvirtual.com/agm2024at 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 "cibc2024" (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

To vote your shares in person at CIBC Square, 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.

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Voting

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:

1. You must register your proxyholder by calling TSX Trust at1 866751-6315(within North America) or1 416682-3860(outside North America) or by completing an online form athttps://www.tsxtrust.com/control-number-requestby 1:00 p.m. on April 2, 2024. TSX Trust will provide your proxyholder with a control number to vote during the meeting. If you do not take this additional step of registering your proxyholder with TSX Trust, your proxyholder will not be able to vote your shares through the live webcast during the meeting.
2. Your proxyholder should log in athttps://cibcvirtual.com/agm2024at 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 their user name and password. The user name is the control number emailed to your proxyholder after you registered your them with TSX Trust. The password is "cibc2024" (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 and send it to CIBC Corporate Secretary Division, 81 Bay Street, CIBC Square, 20th Floor, Toronto, Ontario M5J 0E7, before 1:00 p.m. (EDT) on April 2, 2024.
• If you voted online, you may vote online again before 1:00 p.m. (EDT) on April 2, 2024, 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.

REGISTERED SHAREHOLDERS

C I B C P R OX Y C I R C U L A R

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Voting

NON-REGISTERED SHAREHOLDERS

NON-REGISTEREDSHAREHOLDERS - 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. Please 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. 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.

Phone - call 1 800474-7493(English) or 1 800474-7501(French) and follow the prompts.

If you want to vote in person at CIBC Square 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, and return it in the envelope provided. 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 or 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.

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