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AGM 2025

Apr 3, 2025

Brennan Gordon
Senior Manager, CIBC

My name is Brennan Gordon, and I'm a Senior Manager with the Real Estate Secured Lending Analytics and Portfolio Insights team. I'm a member of the Mohawks of Kahnawà:ke and a descendant of a residential school survivor. I started my career at CIBC shortly after graduating from university when I saw that risk management was seeking top talent from the indigenous community to join the bank. I was looking to join a firm that saw my potential and recognized my unique background as a strength. I soon got involved in our bank's employee-led initiatives and became the co-lead of the CIBC Indigenous Employee Circle and an advisory board member for Connected North, a nonprofit enabling remote learning in northern Indigenous communities. My mentor helped me transition to a role on CIBC's finance team, and I ultimately completed my MBA.

My career path has since led me back to CIBC, where I continue to make my ambitions a reality. Reconciliation involves understanding our history so that we can help change the future. Pursuing a career with CIBC has allowed me to learn more about my own history and culture while acting as a mentor and role model to other First Nations people working in financial services. I'm now pleased to open CIBC's 2025 Annual Meeting of Shareholders by acknowledging that the land from which I'm speaking in Toronto is the traditional territory of the Haudenosaunee, Anishinaabe, and the Mississaugas of the Credit First Nation. Today, the meeting place of Toronto is still home to many Indigenous people from across Turtle Island, and we are grateful to have the opportunity to work in this community.

I would now like to turn the meeting over to the Chair of our Board, Kate Stevenson. Merci, thank you, Nyawa.

Kate Stevenson
Chair of the Board of Directors, CIBC

Thank you, Brennan, for opening our meeting today and for your many contributions to our bank. I appreciate your sharing your story with us as we continue to foster an inclusive culture for our team, our clients, and our communities. Good morning. My name is Kate Stevenson, and I'm Chair of CIBC's Board of Directors. I'm really pleased to be with you today, and it's my pleasure to welcome you to CIBC's 2025 Annual and Special Meeting of Shareholders. [Foreign language] .

Speaker 20

Good morning and welcome to CIBC's 2025 Annual and Special Meeting of Shareholders.

Kate Stevenson
Chair of the Board of Directors, CIBC

I have received satisfactory proof that notice of this meeting was duly given and that a quorum is present. Therefore, I declare the Annual Meeting of Shareholders duly constituted, and I call the meeting to order. We are so pleased to be holding our Annual Meeting today in person at CIBC Square in Toronto and through our live webcast, as well as being joined by shareholders and guests listening by phone. I see a lot of shareholders. I see a few former employees. Welcome back. It's nice to see you. I'm joined on stage here today by Victor Dodig, our President and Chief Executive Officer, and by Natalie Biderman, Vice President and Corporate Secretary in my right hand. We also have our total senior executive team and our Board of Directors here with us today. Natalie, could I ask you to explain how the meeting will proceed?

Natalie Biderman
VP and Corporate Secretary, CIBC

Yes, thank you, Kate. Remarks will be made in both English and French today, and simultaneous translation will be provided in the auditorium as well as over both our English and French webcast and phone lines. If you are attending in person, interpretation is available through the device that was placed on your seats as you entered the room. Please turn to channel five for English and channel six for French. The device will not work outside this room, so please leave it on your seat at the end of the meeting. We extend our gratitude to the many shareholders who voted in advance of this meeting. A small number of shareholders have chosen to cast their votes during the meeting. If you voted in advance and do not wish to change your vote, no further action is required on your part.

If you are a shareholder or a proxy holder attending in the auditorium and you have not voted yet, or you already voted but would like to change your vote, you should have received a ballot at the registration table. To assist the scrutineers in validating and tabulating ballots, after you vote, please print and sign your name in the space provided. If you are a shareholder or proxy holder attending through the live webcast and you wish to vote during the meeting or change your previous vote, you must click on the vote tab at the top of your screen, and a separate browser window will open. You can register to vote by entering your control number as a username and entering CIBC2025, all lowercase, as your password.

You would have received a control number with your meeting materials by mail or email, or you received it when you registered as a proxy holder with TSX Trust Company, our transfer agent. Voting will be open throughout the formal portion of the meeting. If you are experiencing any technical difficulties, there is a help chat button at the bottom of your screen. If anyone in the room who is entitled to vote did not receive a ballot and would like to vote, please raise your hand, and a scrutineer will bring a ballot to you. Would the scrutineers please hand out the ballots now? If you wish to make a comment or ask a question and you are in the auditorium, please approach one of the microphones in the room. State your name and whether you are a shareholder or a proxy holder.

Please limit your comments to three minutes so that other shareholders or proxy holders have an opportunity to speak if they wish. For those not in the room, if you wish to make a comment or ask a question, you should select the message icon at the top of your screen and type your question or comment in the text box. Please indicate whether you are a shareholder or a proxy holder. Once you finish typing, click the submit button. Your comment or question may be about the motion being considered or something more general. We will answer as many questions as possible during the meeting, and we will answer questions on a particular motion at the appropriate time in the meeting. Please hold your general questions for the comment period. I will read the questions submitted online, and the appropriate person will address them.

If we receive a number of questions on the same topic, we will group the questions together and provide a comprehensive response. If we are not able to address your question here, we will respond to you after the meeting if you provide your email address or a telephone number to a member of our investor relations team. Kate, that concludes my instructions.

Kate Stevenson
Chair of the Board of Directors, CIBC

Thank you, Natalie. Before we proceed with the formal business of the meeting, I'd like to begin by addressing the leadership announcements that we just made on March 13th. We announced that Victor Dodig, CIBC's President and Chief Executive Officer since 2014, plans to retire at the end of the fiscal year. Harry Culham was appointed as Chief Operating Officer effective April 1st, 2025, and will become CIBC's next President and CEO on November 1st, 2025. Upon his retirement, Victor will serve as Special Advisor until April 30th, 2026, to ensure a seamless transition. This announcement marks the culmination of a robust succession planning process that will provide continuity and strong leadership for the future. I'd like to begin with a few words about our CEO, Victor. During his tenure, he's transformed the bank truly and ushered in a new, highly successful chapter for CIBC.

Victor's tenure as President and CEO has been marked by a relentless focus on our clients and unwavering commitment to transforming CIBC into the modern relationship-oriented bank it is today. It's truly a different bank today. Under his leadership, CIBC has built a highly connected, client-focused team and culture that's guided by a common purpose: to help make your ambitions a reality. Victor led the strategic acquisition of PrivateBancorp, which significantly enhanced CIBC's U.S. presence, along with acquiring Costco's Canadian credit card portfolio, which added more than 2 million clients to the bank. These acquisitions have been foundational to CIBC's strong growth. In addition to that, transformative investments in digital banking, technology to modernize the bank, and position CIBC as a leader in client satisfaction.

His leadership has driven steady execution of the bank's client-focused strategy, bringing the bank's team together to meet the needs of clients across the businesses and borders, and enabling CIBC to demonstrate its strength, including through challenging economic environments. The result is a strategic platform for growth that will benefit stakeholders for years to come. You've really made an imprint, Victor. At the same time, Victor has helped build a deep talent pipeline at all levels of the organization and reinforced CIBC's reputation as a steadfast supporter of the communities that we serve. His dedication to sustainability and community support has set a really high standard, launching the CIBC Foundation, making CIBC a leader in sustainability, and in banking, the renewable energy sector, which is a very big focus for the bank, and helping create a more inclusive and equitable future in all of our communities.

All of this has contributed to CIBC's clear momentum that can be seen. We can see it in best-in-class employee experience scores, the strongest gains in client experience scores among the Canadian banks, strong financial performance, as it is evident by our bank's total shareholder return, and long-lasting impact on our communities. On a personal note, while you're not going anywhere anytime soon, Victor, you've set a really high bar in terms of your commitment to our clients, your deep pride in our CIBC team, and your unfailing belief and dedication in our bank, dedication to our bank. I would be remiss if I didn't mention your deep commitment to Canada's future. Victor, you've consistently lent your voice to the most important topics that influence our nation's prosperity, including housing, immigration, and the opportunities for Canada to grow.

You've done so because your strong desire is to help Canadians prosper. On behalf of the board, the CIBC team, and our shareholders, let me thank you for your leadership and all that's been achieved during your tenure and how you partnered with the board to enable a strong leadership sense of continuity. We'll have a lot of opportunity to celebrate you, so this will not be a finale at all. It's just a continuum, but I just wanted to thank you so much. I'd also like to congratulate Harry as he steps up as our Chief Operating Officer and prepares to assume the leadership of CIBC as your bank's next President and CEO. I speak for the entire board when I say that we're really enthusiastic. We look forward to working with you, Harry, and look forward to extending CIBC's growth and momentum through strong, consistent execution.

Harry's a proven leader with a track record of delivering strong and disciplined business performance. He's long emphasized the importance of focusing on our clients as he's instilled a strategic growth mindset across his team and the whole organization. Harry's worked for major financial institutions globally and since 2008 has been taking on increasing leadership responsibility at our bank. In addition to his leadership of our Capital Markets business, where he and his team have delivered strong, consistent financial performance, he's also had accountability for Enterprise Strategy, the Strategic Client Office, and more recently, CIBC Global Asset Management, as well as overseeing both CIBC Caribbean and CIBC Mellon. That's quite a lot. Working closely with Victor and the entire leadership team, Harry, you've been instrumental in enabling CIBC's connected platform. Harry's also a leader who cares about community.

He has a long-lasting commitment to creating a culture of care within this bank, care for our clients, our team, and importantly, to giving back to communities. He has a deep understanding of the financial sector and drives performance and has a steadfast focus on long-term value creation. Harry's the right leader to build CIBC's tremendous culture and business momentum through his leadership and consistent execution of the bank's focus strategy. I am looking at Sandy Sharman, as I say, leadership succession at all levels of the organization is an ongoing and continuous focus for the board and for the management team. We have invested in talent development to ensure that CIBC has consistent, strong leadership in place, and we have achieved that. One of the great strengths of the bank is the depth of the leadership team. That starts with our executive team that I am looking at right now.

It's just a terrific, terrific group. And then it extends out to the broader organization. As Harry prepares to take the helm as CIBC's President and CEO later this year, your board has tremendous confidence that CIBC will continue to have a strong leadership position and disciplined execution of the bank's strategy, creating enduring value for all of our stakeholders. We'll hear from both Victor and Harry shortly, but let me first return to the formal business of the meeting. The remarks you hear today may include forward-looking statements, and actual results could differ materially. Also, some of the matters discussed today may include references to non-GAAP financial measures. Details about forward-looking statements and non-GAAP financial measures are in our financial reports. With that, welcome to the 158th annual meeting of shareholders of our bank. 158, that's something. [Foreign language] .

Speaker 20

Welcome to the 158th annual meeting of shareholders of our bank.

Kate Stevenson
Chair of the Board of Directors, CIBC

Natalie mentioned this meeting is being held both in English and French and will be available on CIBC's website at www.cibc.com for future reference. Natalie will act as Secretary of the meeting. Humzah Yaqub and Pat Lee of TSX Trust Company will act as scrutineers. Our agenda for today's meeting will begin with a presentation of the 2024 annual financial statements, followed by remarks from Victor, our CEO, remarks from Harry, Chief Operating Officer, the election of directors, the appointment of auditors, an advisory resolution regarding our executive compensation approach, a special resolution to amend bylaw number one regarding directors' remuneration, an ordinary resolution to amend bylaw number one regarding administrative matters, shareholder proposals, shareholder questions and comments, and preliminary vote results.

With that, I'm pleased to present the annual financial statements and auditor's report for the year ended October 31, 2024, which can be found in our annual report. CIBC's annual report, management proxy circular, and first quarter report are all available on our website. The floor is now open. Does anybody have any questions on the 2024 financial statements? Natalie, are there any questions or comments from the web?

Natalie Biderman
VP and Corporate Secretary, CIBC

There are no comments or questions from our webcast audience.

Kate Stevenson
Chair of the Board of Directors, CIBC

Thank you. Now, it's my great pleasure to invite Victor Dodig, CIBC's President and Chief Executive Officer, to address the meeting. Thank you, Victor.

Victor Dodig
President and CEO, CIBC

Thank you. Here, give me a hug. Yeah. Okay, I mean, I turned red with all those comments. Your very kind words, my mother would be proud. My wife would be rolling her eyes. I really want to thank you for all of that. Good morning to everyone. I'm pleased to have this opportunity to share my perspective on our bank, our strong performance, and the evolving environment that we operate in as we look ahead. I'll open by telling you that I'm proud today. I'm proud of the bank, our CIBC team, the team our CIBC has built together.

Speaker 20

I'm pleased to have this opportunity to share my perspective on our bank, our strong performance, and the evolving environment we operate in. I will open by telling you that I'm proud today. I'm proud of the bank that our CIBC team has built together.

Victor Dodig
President and CEO, CIBC

I've served as President and CEO or Captain of our team at CIBC for over 10 years. At the end of October, it'll be just over 11 years. During that time, we've had many accomplishments as a team. I believe there are a few foundational accomplishments that stand out, notably how we've lived our purpose and built a connected culture and the consistent execution of our client-focused strategy, enabling our strong financial performance. The CIBC of today has a shared purpose and a culture that is unique to our bank. Our purpose is to help make your ambitions a reality. Our entire CIBC team lives our purpose every day through a highly connected culture where we put our clients at the center of our thinking and our actions each and every day. At our investor day in 2022, we laid out a clear client-focused growth strategy developed by our entire leadership team that emphasized CIBC's strengths matched against our greatest opportunities in the marketplace. The results of implementing that strategy are now clear.

The CIBC of today is a bank with a powerful organic economic growth engine across borders, driven by execution, guided by our purpose, and fueled by our healthy culture. I'm particularly proud because this combination of intangibles is hard to build, and it's even hard to replicate. It is a competitive advantage for us. Most importantly, this is a path that we forged together, involving every member of our leadership team, which means that this strategy has an enduring value. We have built a leadership team with a broad perspective on our clients' needs, a leadership team that's skilled in driving growth, and a leadership team that is well-versed in the critical value of instilling operational resilience across our bank. We're good at offense, and we're good at defense. This benefits all our stakeholders, and the results are clear.

In 2024, CIBC delivered the highest total shareholder return amongst our Canadian banking peers. Our client experience scores are the best that they've ever been. That's how we attract clients and build deep, profitable, and mutually beneficial relationships at our bank. Our CIBC team is highly engaged. In our annual employee survey, we consistently rank the highest amongst global peers that we benchmark against for employee engagement, right there at the top with other great companies. As a result, we're able to make long-term sustainable investments in our communities through our CIBC Foundation. Our CIBC team is winning in key markets and verticals, and it shows in our 2024 financial performance. On an adjusted basis, our bank delivered earnings of CAD 7.3 billion in 2024. That's up 12% from the prior year.

Revenues were up 10% from the prior year, and expenses were well-managed, growing at 8% from the prior year despite continued inflationary pressures. Importantly, we furthered our capital strength and ended the year with a CET1 ratio of 13.3%. Our bank delivered a consistent performance against a very fluid economic backdrop with positive operating leverage for the full year and in each of the four quarters of 2024. Our first quarter results from this fiscal year, which we announced at the end of February, were even stronger, and they highlighted our consistent, sustainable growth. Revenues grew 17% year- over- year. In fact, we delivered record revenue in each of our operating businesses. Earnings per share grew 22%, and our capital ratio increased again to 13.5% while delivering a return on equity of 15.3%. We're seeing momentum right across our bank.

I want to talk about each of our businesses for a moment. Our Personal and Business Banking business is vibrant. In 2024, we grew our retail client base by over 600,000 net new clients across CIBC and Simplii, while expanding margins compared to the prior year. Increasingly, when Canadians choose a new bank, it is our bank. I like to think that new clients are running to CIBC as our team gets out of bed to serve them each and every day. We have also furthered our momentum in meeting the needs of Canadians in the mass affluent market. Our Imperial Service offer, a unique differentiator for our bank, is a clear example of our strategy in action. It aligns our strength and advice with a growth opportunity in the market, and it does not draw heavily on our capital.

In 2024, we continued to deepen relationships in this important segment of the market. Now, our commercial bank and our wealth management platforms are also strong on both sides of the border in Canada, the United States, and in the Caribbean. We have built a highly connected platform that meets the needs of the private economy, which is the engine of economic growth across North America. We took a prudent approach to growth in our commercial banking business in Canada in 2024, and that is given due to higher interest rates and a more fluid economic environment. We focused on the areas of the market we know well and on clients with whom we have deep relationships. This supported our very strong credit quality.

In the United States, our early action in addressing challenges in the U.S. o ffice sector and our team's efforts to actively reposition our portfolio have given us a strong foundation on which to grow our commercial banking business in the United States as we expand in fast-growing markets there. Across our wealth management business in Canada, it was another strong year. CIBC was ranked number one in long-term mutual fund net sales by the Securities and Investment Management Association, which used to be known as IFIC, which is a testament to the strong distribution in our retail and brokerage channels and our strong connectivity to our clients. We continue to drive robust levels of referrals across our platform with CAD 3.8 billion in annualized referral volumes in 2024.

That highlights our connected culture and the relationships we're focused on building because when our clients sell their businesses, we help them with their financial planning and how they want to deploy their resources into the future. In U.S. wealth management, we're delivering solid organic growth. Assets under management flows in the U.S. from new clients were up 43% compared to a year ago. Barron's, the financial periodical, ranked us in the top 10 registered investment advisor firms in the United States for the fifth consecutive year, and there are more than 1,000 RIAs in the U.S. In our capital markets business, our differentiated platform continues to deliver. In line with our investor day commitments, we grew by double digits in our U.S. capital markets business with 21% year-over-year growth in revenues working together with all of our businesses in the U.S. and in Canada.

Across our platform, we were there for our clients as they adjusted to rapidly changing markets. That is happening today as well, driving strong trading revenues above our three-year average and record activity in our debt capital markets business. All of our businesses have each had deep relationships and connections in the market we serve and have established growth momentum that is high quality, that is client-oriented, and that is sustainable. We are also focused on enabling, simplifying, and protecting our bank with an emphasis on talent and technology and marrying those two very efficiently. We continue to invest in our CIBC team, and we give our leaders and team members the opportunity to contribute to different areas of our bank, building a broader view of how we meet our client needs. Our technology investments are paying off as we position our bank, your bank, for the future.

Our internal CIBC AI platform, everybody's talking about AI nowadays, has already saved our team members more than an estimated 100,000 hours since the pilot launched last year. Our AI-enhanced Knowledge Central Platform quickly and efficiently allows our frontline teams to get answers for our clients so that when you're waiting in a banking center for an answer, you get that answer quickly. With that, 2 million interactions today through that engine. These investments, among others, that are contributed to CIBC, enabling the earning the largest year-over-year improvement in the Evident AI Index, which tracks the strategic use of AI across global banks. We're very proud of that. In 2024, CIBC furthered our role in enabling a more sustainable future for all our stakeholders. Inclusion is a cornerstone of our bank's culture, and it always will be.

We believe in a simple yet powerful principle that our CIBC team should reflect the communities and the clients that we serve because it's good for business. This approach drives sustainable growth and enables us to build deeper and long-standing client relationships. We're proud of the progress that we're making in this regard while recognizing that there's always more to do. We're proud that others are recognizing our efforts and the impact that we're having. Last month, CIBC was recognized for our inclusive workplace efforts to advance opportunities for women, receiving the Catalyst Award in New York City, a very proud moment for our bank. We're also investing in a more inclusive economy, critical to unlocking our full potential.

In 2024, we provided more than CAD 94 million in corporate and team CIBC contributions to advance important initiatives, including supporting persons with disabilities, Indigenous peoples, and members of the Black community, and the long-standing programs that we've had in the Run for the Cure and in Children's Miracle Day. We're committed to supporting a balanced transition to a more sustainable, low-carbon future, and we'll continue supporting our clients as they transition to lower-carbon business activities. New this year, we disclosed our allocation towards emission-free energy enablement. CIBC is among the leaders in this space because as of the end of the fiscal year in 2024, we had allocated CAD 12.2 billion towards emissions-free power generation financing commitments. We're also making continued progress on our 2030 financed emission reduction targets that have been set for key portfolios.

Our CIBC team continues to work closely with our traditional energy clients in the non-renewable energy space and other energy spaces that are seen as traditional to help fuel Canada and to help fuel the world. We believe that all of these energy sources play an important role in Canada's economic future to provide secure, affordable, and responsibly produced energy. Building integrity and trust remains central to our sustainability efforts. As just one example, our CIBC Trustworthy AI Principles and Risk Management Framework ensures we leverage AI responsibly as we invest in AI-enabled products and solutions. We are a responsible company that is always trying to do the right thing for all our stakeholders. Overall, our businesses are performing very well, and we're keeping our commitments to our clients and all of our stakeholders to help them achieve their ambitions.

We do so at a time of economic and geopolitical uncertainty. I think we're all feeling that today. Many of you know I've been a long-standing advocate for initiatives and policies that will help Canada create a prosperous economic future. I love our country, as we all do. It's never been more important for Canada to act decisively and collectively. The Canada-U.S. trade relationship is the envy of the countries around the world. I know it's in the news, but the fact is that our two nations conduct over $2 billion in trade every day. Businesses and families on both sides of the border benefit greatly from this time-tested relationship, and our economies, both our economies, are stronger for it. The best way forward is to continue to build more bridges in our relationship and not barriers in our relationship.

I know that's difficult at times, but I really believe that. We've shared opportunities to capitalize on high-growth industries, opportunities we should not miss by having us stare down across the most lucrative, productive border in the world. I remain very optimistic that in the long run, our trading relationship with the United States will grow stronger to the benefit of both nations and all stakeholders in both nations. To secure our prosperity, Canada must confront the risks in our current approach to trade. We must avoid complacency, and we need to think big when it comes to what Canada can offer the world.

Speaker 20

I remain very optimistic that in the long run, our trading relationship with the United States will grow stronger to the benefit of both nations. To secure our future prosperity, Canada must confront the risks in our current approach to trade, avoid complacency, and think big when it comes to what we can offer the world.

Victor Dodig
President and CEO, CIBC

How did the translators do with that? I hope you did well. For our clients, there'll be one constant through this changing environment. CIBC will be there to support them, just as we did during the regional banking crisis in the United States, just as we did during the pandemic of 2020, or the many other times when our clients needed to know that their bank, CIBC, was there for them. CIBC is a strong bank with a robust capital position and strong credit quality and liquidity, and therefore, we're once again positioned to help our clients as they go through additional hurdles going forward.

Importantly, we've got a team who understands what our clients need, and we can offer the advice and the solutions that make a difference in uncertain times. That was true when our bank was founded in 1867, and it's true 158 years later today. Now, I open by telling you how proud I am of our bank. My roots run deep here. I began my career at CIBC as a client service representative, a teller in 1985, some of the most important frontline roles in our bank. It was my first real office job, two nights a week, Thursdays and Fridays, and on Saturdays, I would cash. As a kind of a late teen, it was hard to get up on a Saturday morning.

I would cash checks, make deposits, and talk to clients through the wicket about their family, their business, their ambitions, and get to know them really well. Those interactions taught me at a very early age the power of teamwork in banking and about the value clients place on doing business with an institution that is strong, growing, vibrant, human, and technologically enabled. Back then in 1985, we were putting all of Eddy computers in the banking centers. It just shows you how things change over time. In my time as President and CEO of CIBC, I've had the opportunity to travel around the world where CIBC does business. Many of the lessons I've learned cashing checks at a neighborhood banking center years ago proved to be true anywhere in the world today. Banking is a people business and a team sport.

What we've achieved at CIBC and will continue to achieve is all about the team working together. Clients and team members want to be part of an institution that's strong, growing, and vibrant. Investors reward that, and communities benefit from that. As I plan to pass on the baton in November to our next President and CEO, Harry Culham, I do so with pride in the CIBC of today. I'm excited about the future of our bank because the foundation is one that was purpose-built for the fluid world that we live in. We have a clear strategy, strong execution, and an unmatched culture that enables relative outperformance even in uncertain times. Harry has been a member of our leadership team for my entire tenure as CEO.

As we transform CIBC into a relationship-oriented bank for a modern world, he and his leadership team transformed our capital markets business to deliver high-quality growth and strong credit quality through prudent management and steady execution. I want to congratulate Harry. Congratulations on becoming COO and our bank's next President and CEO in November. I know he'll do a tremendous job in keeping our clients, our team, our communities, and our shareholders at the forefront of everything that we do. Alongside Harry is a world-class executive committee. They're here right in the front row, world-class, and a leadership team across our bank who each have had a hand enabling the success of our bank today and will each have a hand enabling our success for our bank in the future. I want to thank them for their leadership. Thank you.

I have every confidence that we are well positioned to write the next chapter in our bank's proud history. Here we go again. [Foreign language] .

Speaker 20

I want to close by thanking our 48,000 team CIBC members across the world. It is a privilege for me to work with all of you. From day one, it was clear to me how much you cared about our bank and how much you wanted to make it even better. Together, we did.

Victor Dodig
President and CEO, CIBC

I think, right, Bill? Yeah. Okay, good. Excellent. I'm trying. I want to close by thanking our 48,000 CIBC team members around the world. It's a privilege for me to work with all of you. I know how much you care about our bank. From day one, it was clear to me about how much you cared about our bank, and to this day and every day, I see that in your eyes, I see that in your actions, and I see that in what you do for our clients. Together, team, we did it, and together, team, we will continue to do it. To all of our stakeholders, thank you for all of your support and your trust in our bank, our CIBC bank, your bank, to help you realize your ambitions. Let me now invite Harry to come up and say a few words. Thank you, merci.

Harry Culham
COO, CIBC

Fantastic. Thank you, Victor and Kate. Good morning, everyone. I'd like to open by recognizing Victor's transformational leadership of our bank. Victor, you've been instrumental in building our client-focused culture and shaping our strategy in collaboration with our entire leadership team.

That approach has led us to strong performance we're delivering today. I speak for our entire team when I say we're incredibly proud of what we've achieved under your leadership. On behalf of our team, thank you. Kate, thank you for this opportunity to address our annual meeting. I'm humbled and excited to lead this incredible team forward as our bank's next President and CEO. I look forward to working closely with Victor and our entire leadership team as I take on the role of Chief Operating Officer to work with our operating businesses as we continue our strong financial performance and execute on our client-focused growth strategy. My story at CIBC has its roots in my days as an intern while at university. I was part of one of the first-ever graduate rotation training programs here at our bank.

From there, I had the opportunity to travel and work in different countries and learn from different business cultures around the world. Seventeen years ago, I, with my family, made a personal decision and a career decision to come back home to Canada and to CIBC, our bank. Since then, I've had the opportunity to take a variety of roles across our bank and ultimately to become part of a leadership team that has worked together with Victor over the last decade to shape the CIBC of today. That journey has seen our bank accelerate our growth through the steady execution of our client-focused strategy, creating significant value for our clients who choose to bank with us and value for all of our stakeholders of CIBC. I worked closely with leaders from across our bank while leading our enterprise strategy.

I have engaged directly with many in the investor community about our growth plans. We have demonstrated our capacity for growth and our ability to execute with consistency. There is much more we can do together. That is a statement on our outstanding CIBC team. I have had the opportunity to see our team across our bank from a broad perspective in every country that we operate and every region that we operate. I have consistently been impressed by our team under the CIBC banner in every market. Our bank is represented by professionals who understand a growth mindset and live our purpose. We have a clear and established strategy. We have a culture that is second to none. We are delivering for our stakeholders. Our focus is on stability, on continuity, and on further execution of our strategy, which is clearly working to drive further shareholder value.

Over the coming weeks and months, my focus will be to get out and speak to as many of our team members, our clients, our shareholders, and our community members as I possibly can. I work closely with Victor and the rest of our team to ensure that we continue the strong momentum that we've built. I want to thank Kate, Victor, our entire board, and of course, our leadership team. It's been an amazing journey for our bank under your leadership, Victor. I'm engaged and energized by the future possibilities as we continue to execute on our strategy and further grow from a position of strength and leadership. Thank you. I'll now turn the meeting back to you, Kate.

Kate Stevenson
Chair of the Board of Directors, CIBC

Thank you, Harry. Really well done. Thank you, Harry. I'm really looking forward to working with you in your new role. I know that CIBC will benefit from your leadership and focus on continuing to create value for all of our shareholders and stakeholders. I'd now like to return to the formal business of the meeting. For shareholders and proxy holders voting in the room, please mark your ballot for each item. The ballots will be collected after you've voted on all the items. For shareholders and proxy holders who have registered to access our online voting platform, polls are open and will remain open until we complete the formal business of the meeting.

I'll pause briefly following each item of business to allow sufficient time for those voting online. If you've already voted, no further action is required unless you wish to change your vote. The first item of business is the election of directors. The meeting is now open for the nomination of directors for the coming year. First, I'd like to acknowledge Charles Brindemoor, who's retiring at the close of our meeting. [Foreign language] .

Speaker 20

On behalf of the shareholders, the board, and the employees of CIBC, I want to thank Charles for his dedication and his contributions to our bank.

Kate Stevenson
Chair of the Board of Directors, CIBC

This year, the number of directors to be elected is 13. They are all seated before me. They are Ammar Aljoundi, Nancy Caldwell, Michelle Collins, Kevin Kelly, Christine Larsen, Mary Lou Maher, William Morneau, Mark Podlasly, François Poirier, Martine Turcotte, and Barry Zubrow. Victor Dodig and I complete this list of nominees for election of directors. Hopefully, I didn't forget anybody this year. I'd like to just ask our nominees now to stand to be recognized. I think we just really have a fantastic group of directors. Thank you. Thank you very much. I'll now call on Badal for a motion.

Badal Thukral
Director in Internal Audit, CIBC

Thank you, Madam Chair. My name is Badal Thukral, and I'm a director in Internal Audit. I've been with CIBC for five years. It is my pleasure to nominate for election each of the 13 persons named in the 2025 Management Proxy Circular as a director of CIBC until the close of the next annual meeting of shareholders or until their successors are elected or appointed, whichever is earlier.

Kate Stevenson
Chair of the Board of Directors, CIBC

I'll call on Gus to second the motion.

Gus Osorio
Director of HR Business Partner Group, CIBC

Thank you, Madam Chair. My name is Gus Osorio, and I'm a shareholder. I'm a director in HR Business Partner Group, and I've been with CIBC for 17 years. I second the motion.

Kate Stevenson
Chair of the Board of Directors, CIBC

Thank you both. Thank you, Badal and Gus. The floor is now open for comments or questions on the election of directors. Seeing none in the auditorium. Natalie, do we have anything online?

Natalie Biderman
VP and Corporate Secretary, CIBC

No, we have no feedback from the webcast.

Kate Stevenson
Chair of the Board of Directors, CIBC

Okay. Therefore, I declare our nominations closed. All the individuals nominated are standing for election. If you're a shareholder or proxy holder in the room, please mark your vote for item one on your ballot regarding the election of directors and hang on to it. The ballot will be collected after you voted on all of the items this morning. If you're a shareholder or proxy holder and you've used your control number to log into our webcast, you may record your vote on the election of directors now unless you've already done so. Please remember that if you voted in advance of the meeting and you don't wish to change that vote, you don't have to do anything further. I'll now pause for a moment just to allow time for those casting their votes.

Great. The next item of business today is the appointment of auditors. I'd like to call on Kadira first for a motion.

Kadira Carter
Director of Special Loans, CIBC

Thank you, Madam Chair. My name is Kadira Carter, and I'm a director with Special Loans. I have been with CIBC for six years. I move that Ernst & Young LLP be appointed as the auditors of CIBC until the close of the next annual meeting of shareholders.

Kate Stevenson
Chair of the Board of Directors, CIBC

I'll now call on Pia to second the motion.

Pia Saari
Director of Direct Financial Services, CIBC

Thank you, Madam Chair. My name is Pia Saari. I've been with CIBC for 11 years. I'm a director within Direct Financial Services, and I second the motion.

Kate Stevenson
Chair of the Board of Directors, CIBC

Thank you, Kadira and Pia. The floor is now open for comments or questions on the appointment of auditors. Natalie, are there any comments or questions from the webcast?

Natalie Biderman
VP and Corporate Secretary, CIBC

There are no comments or questions, Kate.

Kate Stevenson
Chair of the Board of Directors, CIBC

Okay. Therefore, please mark your vote for item number two to record your vote for the appointment of auditors. Just remember that if you voted in advance of the meeting and you don't wish to change that vote, no further action is required. Great. The next item of business is an advisory resolution regarding our executive compensation approach. The board considers this vote to be an important part of our shareholder engagement process, and we review the results of the vote when we're considering executive compensation decisions. I'd like to call on Sana first for a motion. Thank you.

Sana Merchant
Director of Enterprise Client Data Insights and Strategy, CIBC

Thank you, Madam Chair. My name is Sana Merchant, and I'm a director with Enterprise Client Data Insights and Strategy. I have been with CIBC 20 years. I move that the shareholders accept the approach to executive compensation disclosed in CIBC's Management Proxy Circular for the 2025 Annual and Special Meeting of Shareholders.

Kate Stevenson
Chair of the Board of Directors, CIBC

I'd like to now call on Tim to second the motion.

Tim Chan
Project Director of Personal Lending and Project Delivery, CIBC

Thank you, Madam Chair. My name is Tim Chan, and I am a director with our bank's personal lending team. I've been with CIBC for 11 years, and I second the motion.

Kate Stevenson
Chair of the Board of Directors, CIBC

Thank you, Sana and Tim. The floor is now open for comments or questions regarding our executive compensation approach. Any questions from the webcast?

Natalie Biderman
VP and Corporate Secretary, CIBC

Kate, our webcast audience has no questions or comments.

Kate Stevenson
Chair of the Board of Directors, CIBC

Okay, thanks, Natalie. Please record your vote for item three on your ballots. Once again, if you voted in advance of the meeting, no need to make any further action unless you wish to change that vote. The next item of business is the confirmation of the amendment of the bank's bylaw number one regarding the aggregate remuneration for directors. The resolution confirming the amendment is set out on pages one and two of the 2025 Management Proxy Circular. First, I'll call on Natalia for a motion.

Natalia Farquhar
Community General Manager of Imperial Service, CIBC

Thank you, Madam Chair. My name is Natalia Farquhar and I'm a community general manager with Imperial Service. And I've been with CIBC for 15 years. I move that the special resolution as disclosed in CIBC's Management Proxy Circular for the 2025 Annual and Special Meeting of Shareholders be confirmed.

Kate Stevenson
Chair of the Board of Directors, CIBC

I'll now ask Leah to second the motion.

Lia Whyte
Senior Manager and Team Lead of Commercial Banking, CIBC

Thank you, Madam Chair. My name is Lia Whyte and I'm a senior manager and team lead with Commercial Banking. I've been with CIBC for 17 years. I second the motion.

Kate Stevenson
Chair of the Board of Directors, CIBC

Great. Thank you, Natalia and Lia. The floor is now open for comments and questions regarding this resolution. Anything from the webcast, Natalie?

Natalie Biderman
VP and Corporate Secretary, CIBC

There are no comments or questions, Kate.

Kate Stevenson
Chair of the Board of Directors, CIBC

Okay, perfect. Please record your vote for item four on your ballots. The next item of business is a resolution to amend bylaw number one regarding administrative matters. The resolution is set out on pages two and three of the 2025 Management Proxy Circular. First, I'll call on Demani for a motion.

Damani Thomas
Director of Global Markets, CIBC

Thank you, Madam Chair. My name is Damani Thomas, and I'm a director in our Global Markets Business, and I've been with the bank six and a half years. I move that the ordinary resolution as disclosed in CIBC's Management Proxy Circular for the 2025 Annual and Special Meeting of Shareholders be confirmed.

Kate Stevenson
Chair of the Board of Directors, CIBC

Great. I'll ask now Kulsoom to second the motion.

Kulsoom Khalid
Senior Manager of Investor Relations, CIBC

Thank you, Madam Chair. My name is Kulsoom Khalid, and I'm a senior manager with Investor Relations. I've been with CIBC for four years, and I second the motion.

Kate Stevenson
Chair of the Board of Directors, CIBC

Thank you, Damani and Kulsoom. The floor is now open for comments or questions regarding this resolution. Any comments or questions from the webcast?

Natalie Biderman
VP and Corporate Secretary, CIBC

There are no comments or questions, Kate.

Kate Stevenson
Chair of the Board of Directors, CIBC

Please record your vote for item five on your ballots. Next, you'll be asked to vote on seven shareholder proposals. [Foreign language].

Speaker 20

The Mouvement d'éducation et de Défense des Actionnaires, or MÉDAC, submitted six shareholder proposals and, following discussions with CIBC, decided to put four of its proposals to a vote at today's meeting.

Kate Stevenson
Chair of the Board of Directors, CIBC

Vancity Investment Management submitted two shareholder proposals for a vote, and Shareholder Association for Research and Education, SHARE, submitted one shareholder proposal for a vote. We're pleased to have Mike Toulch from SHARE join us to present SHARE's proposal. Mr. Toulch, please move your proposal.

Michael Toulch
Senior Engagement Analyst, SHARE

Good morning and thank you, Ms. Stevenson. My name is Michael Toulch with SHARE. I am here today representing Dragonfly Ventures, which has filed proposal number one, along with co-filers PFA, Denmark's largest commercial pension fund. The proposal asks CIBC to simply disclose its energy supply ratio. The ratio is a well-established metric defined as the bank's total financing in low-carbon energy supply relative to that in fossil fuel energy supply. The ratio's purpose is to allow the bank to track and share with investors a dollar-to-dollar figure focused on core data related to its regular business activities. Three of CIBC's Canadian peers, Royal Bank of Canada, National Bank, and Scotiabank, alongside U.S. peers JP Morgan Chase and Citigroup, have either disclosed or committed to disclose their energy supply ratios.

Exactly one year ago today, RBC's CEO was quoted in an interview stating that the ratio is an important metric going forward. Since that time, momentum for the ratios within the financial sector has continued to grow, with well-established methodologies and standardization emerging. In September of last year, the Institute of International Finance, an industry association with over 400 members, including the Canadian Bankers Association, published a methodology for banks to disclose the ratio. Additionally, Bloomberg NEF has published an energy supply ratio implementation guide, laying out potential design choices that banks can apply to develop a ratio suited to their circumstances while still allowing for industry-wide comparison.

Investors, including SHARE, have been engaging with CIBC management on the ratios for over a year, and we want to acknowledge that the CIBC team has dedicated time, has been involved in some of these industry-wide discussions on the ratio's methodology, and is well-versed on its value, design choices, and approach other banks are taking. While the bank's current disclosures regarding its financed emissions and targets remain essential, they rely on voluntary client disclosure and are insufficient to provide investors with decision-useful information related to the full spectrum of CIBC's energy financing. These ratios allow the banks to provide investors with a much clearer picture, one supported by internal data covering the full spectrum of CIBC's lending and underwriting activities. Canada currently ranks eighth globally among countries attracting investment in low-carbon energy supply, with total financing up 19% in 2024.

We believe CIBC's board and management are well-positioned to provide clarity to investors, and the disclosure of the bank's energy supply ratio will allow shareholders to better understand the bank's approach to seizing these opportunities. Therefore, we move proposal number one and urge shareholders to vote yes. Thank you.

Kate Stevenson
Chair of the Board of Directors, CIBC

Thank you. The floor is open for comments and questions on shareholder proposal number one. Are there any comments or questions from the webcast?

Natalie Biderman
VP and Corporate Secretary, CIBC

There are none. Kate.

Kate Stevenson
Chair of the Board of Directors, CIBC

Thank you. Your board and management are recommending shareholders vote against this proposal for the reasons laid out in our Management Proxy Circular. Please record your vote on shareholder proposal number one. Please remember that if you voted in advance of the meeting and don't wish to change that vote, there's no further action required. [Foreign language] .

Speaker 20

We are happy to have Mr. Willie Gagnon from Mouvement d'Éducation et de Défense des Actionnaires, or MÉDAC, to present MÉDAC's proposal. Mr. Gagnon, I would invite you to present your four proposals. Subsequently, we will take questions from the meeting and submit your four proposals to a vote. The floor is yours, Mr. Gagnon.

Willie Gagnon
Analyst, MÉDAC

Good morning, Madam Chair. My name is Willie Gagnon. I represent MÉDAC, the Mouvement d'Éducation et de Défense des Actionnaires. I have been working for 18 years at MÉDAC. MÉDAC was founded 30 years ago this year. On your ballots, you see proposal two that we agreed this morning not to put to a vote, and I will return to that later. I would reserve my comments on this proposal for later. Proposal three is entitled Disclosure of Language Fluency of Employees.

It is proposed that employees' language fluency be disclosed, breaking down the information by jurisdiction for all territories in which the bank operates. I'm hearing an echo.

Kate Stevenson
Chair of the Board of Directors, CIBC

To be able to have my headset work.

Willie Gagnon
Analyst, MÉDAC

[Foreign language] . I was saying that there is an echo in the room. Is this normal? No. Okay, no problem. This proposal aims to understand the language fluency that the bank requires of employees. We presented this proposal on the principle that language is an important issue in our country, and it is even enshrined in the constitution of our country and some provinces. Essentially, this is a question of social responsibility, corporate social responsibility. From what I've understood today, the bank has 48,000 employees, and therefore, when it asks an employee to have the ability to work in language X, the bank supports the language community X.

It is a question of corporate social responsibility. As you state in your response, you've agreed in the past to disclose directors' language fluency as well as executives' language fluency. We would ask you to publish statistically the languages that your employees are required to be fluent in. We do not understand why the bank would not agree to disclose this very simple information that it possesses, since if it requires an employee to be fluent in a given language, it necessarily has information on that subject. We would invite all shareholders to vote in favor of this proposal. We would stress that in a recent survey by Léger Marketing that we commissioned, a very large majority of Quebecers are in favor of this information being published, which we believe is relevant information.

Proposal four, an advisory vote on environmental policy, the Say on Climate vote. We've been requesting this for some years. We've obtained 14% support last year, which is quite a lot. Normally, we get 1% or 2% or 3% support for our proposals. As last year, we invite all shareholders to support that proposal. Proposal number five, public disclosure of non-confidential information, country-by-country reporting, compensation ratios, and tax havens. This is a disclosure that the bank makes each year under Canada's commitments to an OECD initiative against tax avoidance and tax evasion. Disclosing this information would allow us to break down the information required to calculate your compensation ratio that we calculate each year per territory.

Breaking down the information by jurisdiction, which would allow us to eliminate distortions caused by the fact that you have activities in many jurisdictions when calculating your compensation ratio, would also help in the fight against tax evasion and avoidance. We obtained 13% support last year, which entitles us to bring it up again this year. These are the proposals on which we have not yet come to an agreement with the bank. There are three other proposals on which we have come to an agreement, and I will address them later. We would invite all shareholders to vote in favor of proposals three, four, and five, both those shareholders present. We are happy that we have an on-site meeting. Thank you, Madam Chair.

Kate Stevenson
Chair of the Board of Directors, CIBC

Thank you, Monsieur Gagnon. The floor is now open for comments or questions on shareholder proposals number three, four, and five, as proposal two has been withdrawn. We have had a lot of engagement, very positive with Monsieur Gagnon, which allowed us to have that one proposal withdrawn actually this morning. Any comments or questions from the webcast?

Natalie Biderman
VP and Corporate Secretary, CIBC

Kate, no comments or questions.

Kate Stevenson
Chair of the Board of Directors, CIBC

Great. [Foreign language] .

Speaker 20

The board and management recommend that shareholders vote against each of these shareholder proposals for the reasons set out in the Management Proxy Circular. Please vote on shareholder proposals numbers three, four, and five. Please note that if you have already voted prior to the meeting and you do not wish to change your vote, you need to take no further action.

Kate Stevenson
Chair of the Board of Directors, CIBC

We're now pleased to have Morgan Simpson Marin at VanCity Investment Management joining us virtually to present VanCity's two proposals. Ms. Simpson-Marran, please go ahead.

Morrigan Simpson-Marran
ESG Analyst, Vancity Investment Management

Thank you so much for having me. I'm here to move two proposals. First, as long-term shareholders of CIBC, we are committed to seeing the bank thrive now, in the coming years, and over the next decades. I'm here to outline to you why an adequate framework for reducing client emissions is critical and why exiting the Net- Zero Banking Alliance and citing significant progress from clients as the reason is a step in the wrong direction, given there has been little movement in this area. In accordance with its legal obligation to disclose risks, CIBC has identified the economic growth, geopolitical risks, and climate risks as top and emerging. These risks are deeply interconnected and directly tied to the bank's financed emissions.

Reducing financed emissions is crucial for CIBC to maintain long-term financial stability, as these emissions impact both the bank's financial performance and its broader risk profile. Companies that fail to decarbonize will likely face escalating regulatory costs as governments implement stricter climate-related policies and carbon pricing mechanisms. These regulatory changes will directly affect businesses' bottom lines, potentially resulting in lower profitability, increased operational costs, and in some cases, business disruption. It is estimated that for every one degree Celsius rise in global temperature, we will lose 12% of global GDP. This makes decarbonization not just an environmental concern, but a business imperative. Slower economic growth, exacerbated by climate change, will reduce opportunities for profitable lending, further affecting CIBC's bottom line. Moreover, CIBC's loan portfolio is not insulated from the growing risks posed by physical climate impacts.

More frequent and severe natural disasters increase the probability that borrowers may default on their loans, particularly in sectors vulnerable to climate disruption, such as agriculture and real estate. As climate change intensifies, industries may experience physical impacts, such as reduced operational capacity due to extreme weather events, rising energy costs, and shifting market demands. As these risks materialize, the bank faces rising costs in managing credit risk and mitigating potential loan losses. This underscores the urgent need to address financed emissions as part of the bank's broader risk management strategy. Given the scale of these risks, it's imperative that CIBC provides transparency that aligns with or exceeds the level of disclosure from its peers. Investors need a clear understanding of how the bank is assessing and decarbonizing its loan book.

While CIBC has promised more transparency regarding its decarbonization strategy, to date, the bank's financed emissions disclosures have been limited and are compounded by its withdrawal from the NZBA. The bank's commitment to addressing its financed emissions is not just a question of environmental responsibility. It is a financial necessity to safeguard long-term value for shareholders and customers alike. I move this proposal and urge my fellow shareholders to support it. Next, this proposal calls for greater transparency and accountability in how CIBC determines executive compensation. As shareholders, we believe executive pay practices should reflect not only fairness, but also alignment with the bank's long-term goals and values. Specifically, we are requesting that the board provide, at a minimum, a clear explanation of the internal pay metrics used and a discussion of how these metrics influence compensation decisions for senior executives, including the CEO.

While CIBC's board has stated that the Management Resources and Compensation Committee considers CEO to median and CEO to average employee ratios each year when determining compensation, no further details are provided regarding how these ratios factor into decisions or what other internal pay metrics may be used. In contrast, ample details are disclosed regarding horizontal pay comparisons to peer groups. This raises concerns that the use of internal pay metrics may be treated as secondary or even an afterthought. Over-reliance on peer group pay comparisons can result in inflated executive compensation packages that fail to accurately reflect company performance or shareholder value. We've observed a troubling trend over recent decades where executive pay levels have risen substantially, often without clear justification due to benchmarking practices. In 2023, for example, CEO pay among top U.S. companies rose 11.3%, while median worker pay declined by 9.3%.

This widening gap not only threatens broader societal stability and cohesion, but it also introduces cost inefficiencies for companies themselves. A compensation structure comprising of a low fixed portion and a high variable portion does little to mitigate this upward spiral of executive pay inflation unless it is tied to robust internal benchmarks. Requiring greater disclosure of the internal pay metrics used and how they are applied will provide shareholders with the transparency needed to evaluate the merits of executive compensation packages effectively. This proposal is absolutely not about restricting executive pay. It is about ensuring transparency and reinforcing CIBC's accountability to both shareholders and employees. Notably, peer institutions like Scotiabank already provide more detailed disclosure on internal pay metrics, including CEO to median employee pay ratio. TD Bank has also taken steps to enhance transparency in its latest proxy circular.

Additionally, such disclosures are already required in the U.S. By improving its own disclosure practices, CIBC can increase transparency for shareholders and further strengthen its reputation as a leading Canadian institution. I move with this proposal and urge my fellow shareholders to support it. Thank you.

Kate Stevenson
Chair of the Board of Directors, CIBC

Thank you. The floor is now open for comments and questions regarding shareholder proposals number six and seven. Monsieur Gagnon.

Willie Gagnon
Analyst, MÉDAC

Madame la Présidente. Madam Chair, Willie Gagnon from MÉDAC. Of course, we support both of Vancity's proposals, especially the proposal related to the disclosure of the compensation ratio that we have been requesting for many years. As you know, we calculate this ratio each year. For CIBC, the ratio is 80, the $13 million remuneration of the CEO compared to a mean salary of about $70,000. We believe I did not speak up during the advisory vote on the advisory resolution on compensation. We believe that the ratio should be between 20 and 30, and each year you are at 80. We would encourage all shareholders to support this proposal.

Kate Stevenson
Chair of the Board of Directors, CIBC

Thank you, Monsieur Gagnon. Any other comments or questions on these proposals? Natalie, is there anything from the web?

Natalie Biderman
VP and Corporate Secretary, CIBC

There's nothing, Kate.

Kate Stevenson
Chair of the Board of Directors, CIBC

Great. Thank you. Your board and management are recommending shareholders vote against these proposals for the reasons set out in the Management Proxy Circular. Please record your vote on shareholder proposals number six and seven. Please remember that if you voted in advance of the meeting, you don't need to change your vote, or if you wish to, you can, but otherwise, no action required. That completes the matters to be voted on, and I'll just pause for a moment so shareholders and proxy holders can finish voting. Very good. The polls are now closed.

For those in the auditorium, please pass your ballots to the center aisles for collection by the scrutineers. Please ensure that your name is clearly printed on your ballot together with your signature. Could we have the ballots collected, please? It seems like they're underway. Thank you. I'll now invite Gina Pappano of InvestNow to comment on their withdrawn proposal.

Gina Pappano
Executive Director, InvestNow

Thank you, Madam Chair, and thank you for the opportunity to deliver these remarks, even though InvestNow's shareholder proposal has officially been withdrawn. Our shareholder proposal asks CIBC to exit both the Net- Zero Banking Alliance and the Glasgow Financial Alliance for Net- Zero. These are two interrelated, UN-sponsored, and up until recently, Mark Carney-led organizations whose members pledged to align their lending, investment, and other activities with decarbonization goals, including achieving net-zero emissions by 2050.

In other words, by joining these alliances, the banks pledged to restrict capital and divest from oil and gas. The good news is that in January, our shareholder proposal became obsolete when six of the biggest U.S. banks and the big five Canadian banks, including CIBC, announced they were leaving the NZBA. At InvestNow, we count this as a partial victory. Only partial because there is some bad news, which is that both the American and Canadian banks have stressed that leaving NZBA will not affect their net-zero commitments or their determination to help achieve a net-zero global economy. What does a net-zero global economy mean in practice? It means drastically reducing oil and gas production and use over a short time. For a country like Canada, whose economy is extremely reliant on natural resources, especially oil and gas, a net-zero global economy would be a catastrophe.

Already, we are beginning to feel the impact of the dogged pursuit of net-zero by 2050: carbon taxes, soaring energy prices, emissions caps for oil and gas, deindustrialization, and widely felt economic hardship. The real-world effect of CIBC's net-zero policy is to eliminate oil and gas, one of Canada's most productive and prosperity-creating sectors. Its elimination would be bad for bank shareholders and customers, industry in general, the economy, and our entire country. CIBC should not continue down this net-zero ideological path, which runs counter to the interests of shareholders and the public alike. InvestNow applauds CIBC for exiting the Net- Zero Alliances as a first step towards moving past the madness of net-zero by 2050. The fact that CIBC remains committed to net-zero, to decarbonization, and to the effective end of our natural resources sectors demonstrates that our work is not done.

We will continue until CIBC turns its bank on the net-zero ideology and instead prioritizes its role serving the people of Canada and the best interests of its customers and shareholders. Thank you.

Kate Stevenson
Chair of the Board of Directors, CIBC

Thank you very much, Ms. Pappano, for InvestNow's continued engagement with our bank. [Foreign language].

Speaker 20

I would now invite Monsieur Gagnon to comment on MÉDAC's withdrawn proposals.

Willie Gagnon
Analyst, MÉDAC

Madam Chair, I'm still Willie Gagnon, and I'm still representing MÉDAC. We would like to stress that it was on the basis of the fact that the bank had joined NZBA that we had agreed in 2023 to withdraw a proposal. Maybe we will be back with that proposal. We had submitted six proposals this year, three of which have been withdrawn. One was withdrawn this morning further to a reflection process and our exchanges with the bank.

That was proposal number two, which was on the ballot but was not put to a vote this morning. It was entitled "Fighting Against Forced Labor and Child Labor in Loan Portfolios." The bank's obligations in respect of disclosure, the famous modern slavery report that the bank must produce each year, does not address a loan portfolio, and there is a whole set of information that we would like to receive and that we are now receiving following the bank's commitment. We can read in your answer that we refrain from knowingly funding activities that present a risk of human rights abuses or evidence of modern slavery in the supply chain. We are happy to see that. We understand that the content of your response to this proposal would, in theory, be found in next year's modern slavery report.

We can also read in this year's report that during 2024, no high-risk event related to modern slavery was identified. That is what we wanted to read in your report. We understand that over our engagement with the bank, disclosure about your loan portfolio in this respect might be disclosed. That is why we have agreed not to put this proposal to a vote. We are happy with the dénouement of this question. We had submitted a proposal intending your compliance with a voluntary code related to artificial intelligence systems. You have joined that code as we were requesting. You are the only bank of the ones to which we made this proposal to have done it. We are happy that you've done it, and we hope that the other banks will be following suit.

I would invite you to read the arguments why other banks have chosen not to join the code. We are curious to know why you have chosen to join where other banks have not. We will be using your arguments to try and convince other banks, and we hope that this will be fruitful. That is why we agreed not to put this motion to a vote because you have given us what we wanted. We were asking you to ensure that shareholders' meetings take place in person. You have always held meetings in person when possible. You are bound to do so under the act, but if the act changes, we would ask the bank to make a commitment to holding in-person meetings.

You write in your response that the bank intends to maintain hybrid meetings unless events arise that are outside its control, which is natural. We are happy that we will be able to see all of you in person. We hope that this will be maintained once you are no longer bound by law to do this. We thank you for this commitment. Not all banks have made it. Other banks where we have received very high vote percentages for this proposal have not made that commitment. We are happy with the situation, and we hope to continue engagement with you in the future. Thank you.

Kate Stevenson
Chair of the Board of Directors, CIBC

Merci, Monsieur Gagnon. It is very nice to get some praise from you. We are proud to have joined the Make the AI commitment. Merci, Monsieur Gagnon.

Speaker 20

Thank you very much, Monsieur Gagnon, for your continuing engagement of MÉDAC with our bank in respect of governance matters.

Kate Stevenson
Chair of the Board of Directors, CIBC

Invite shareholders and proxy holders with a question or comment about CIBC and its business to submit your questions. For those shareholders and proxy holders in the room, please approach the microphones. There is one there and one there. State your name and indicate whether you are a shareholder or a proxy holder. If you are attending through the webcast, you can submit your questions by selecting the messaging icon at the top of your screen. Type your message within the text box. Please state your name and indicate whether you are a shareholder or a proxy holder. Once you finish typing your question, click submit. Now I will take questions starting with any in the room if we have any. Monsieur Gagnon.

Willie Gagnon
Analyst, MÉDAC

Madam Chair, forgive me for taking the microphone yet again. Willie Gagnon from MÉDAC. I will ask the most important question today, the elephant in the room, the trade war with the United States. Of course, I don't want to know whether there is a trade war. We know there is one. I don't want to know whether it's Donald Trump's fault. We know it is. I don't want to know that it's hard to predict what he's going to say. We know that. What I would like to know is how the bank has prepared to meet those headwinds. Do you have reserves to face a drastic fall in the financial markets? Are you ready to fight for four years until there's a change of power in the United States? How have you prepared for a major crisis? Because clearly this crisis will be major and it will not be resolving in the next few weeks.

What is the bank's level of preparation to face this crisis? Again, I'm not asking you what is going on with Donald Trump. I want to know how the bank has prepared to react to face that crisis. Please.

Kate Stevenson
Chair of the Board of Directors, CIBC

Merci, Monsieur Gagnon.

Speaker 20

Thank you, Monsieur Gagnon. That is certainly the question of the day.

Kate Stevenson
Chair of the Board of Directors, CIBC

The baton to Victor on trade and our position as a bank.

Victor Dodig
President and CEO, CIBC

Monsieur Gagnon, [Foreign language].

Speaker 20

Welcome to Toronto, Monsieur Gagnon, and thank you for your question. Given that my French is terrible, I will answer in English.

Victor Dodig
President and CEO, CIBC

Mais, Monsieur Gagnon, [Foreign language] .

Speaker 20

I take a 30-minute lesson in French per day.

Victor Dodig
President and CEO, CIBC

Important question. I will tell you that the most important things for us are to be engaged with our clients. We have engaged with all of our clients, particularly those who own businesses and who are most affected by the current trade tensions. We have engaged with government authorities that have put in place supports. We, as we did during the COVID pandemic, will work with those supports, will work with our clients to provide them the bridge to the future. That is the most important thing. As a bank, we have built up excess capital. As a bank, we have built up excess liquidity. As a bank, we have the people and the resources, financial and human and technological, to deal with this trade war however it may last. My own opinion is that it will not last that long and that we will help our clients bridge through the future. The last thing I'll say is we are advocating policy with our government to make sure that Canada remains strong, all of Canada, Quebec included. We can build an economy for the future.

In the very interim, we've got some announcements that were made in Washington yesterday. My own personal view would be it's best not to retaliate. Let's get USMCA 2.0 renegotiated as soon as possible. Let's all come together as Canadians to make sure that our country can be productive, can feed and fuel the world so that the standard of living in Canada for all Canadian citizens can improve. That's really, really important. At all times, let's make sure that CIBC is an engaged financial institution that's there for our clients each and every day. [Foreign language] .

Speaker 20

Every day.

Willie Gagnon
Analyst, MÉDAC

Thank you. I'd like to add one minor question. What's the level of cooperation amongst the banks? Because it's very important in a trade war such as this to be able to coordinate efforts, coordinate efforts within the banking industry. Are you in contact? I believe you are in contact with the Canadian Bankers Association. Are you organized to react together as an industry?

Victor Dodig
President and CEO, CIBC

One of the great things about Canada is that when there are issues facing all of us, not just all the banks, but all Canadians, the banking system, our government, our regulator, our central bank governor do get together. We talk about what we can do to make Canada strong and resilient into the future. Those meetings happen with frequency, particularly during times of tension. During the COVID pandemic, for example, there were days where every day we would get on the phone. In fact, one of our board members was Minister of Finance at the time, and he would be able to comment on that. Today, there is an increasing frequency in which we are engaged. Of course, we have the complexity of an election over the current month.

I can assure you that all of the banks, we compete each and every day, but we think about the strength and stability of our country.

Willie Gagnon
Analyst, MÉDAC

[Foreign language] .

Speaker 20

Thank you very much.

Victor Dodig
President and CEO, CIBC

Thank you, Monsieur Gagnon.

Kate Stevenson
Chair of the Board of Directors, CIBC

Are there questions or comments in the room today? Natalie, how about from the webcast?

Natalie Biderman
VP and Corporate Secretary, CIBC

We do have some questions from the webcast, both from the same shareholder, Harry Ruffnam. The first is similar to Monsieur Gagnon's question, slightly different though, in case you have something to add to this one, Victor. Given the current trade disruption that we are having, what strategies have you formulated for your Canadian and U.S. operations to first, keep growing the bank, and second, address the challenges of cross-border trade, including the impact of U.S. tariffs?

Victor Dodig
President and CEO, CIBC

Okay, that's question number one?

Natalie Biderman
VP and Corporate Secretary, CIBC

That's number one.

Victor Dodig
President and CEO, CIBC

Okay, is there a question number two that's related or is it a separate question?

Natalie Biderman
VP and Corporate Secretary, CIBC

It's unrelated.

Victor Dodig
President and CEO, CIBC

Okay. I think much of what I shared with Monsieur Gagnon holds true in terms of how we run our bank. We have a prominent operation. Obviously, our home market is Canada. But we have, over the past 10 years, grown our business in the United States. We've grown our earnings from less than 2% of earnings to close to 20% through investment in the United States and through organic growth in the United States. We've done that in commercial banking. We've done that in wealth management, and we've done that in capital markets. We work together to serve our clients. We did that because we believe in the strength of an integrated North American economy over the long term. That has benefited our Canadian clients.

It's benefited our American clients, and it's benefited their cross-border business. We will continue to lean in with our clients, whether they're Canadian or whether they're American, whether they're in the Caribbean, to make sure that they can deal through these trade disruptions with the excess capital, the excess liquidity, and engaging in any government support programs that exist to make sure that they can bridge through to the future. We will always engage for free and fair trade. We fundamentally believe in that. We recognize that there's political cycles that enter that equation time and again. CIBC was started in 1867 as the Bank of Commerce to serve small businesses who couldn't get credit. One hundred fifty-eight years later, we're doing much more than that, but our focus on businesses continues to this day.

Natalie Biderman
VP and Corporate Secretary, CIBC

Thank you. This shareholder's second question is, Monsieur Doutig mentioned that the use of AI is providing quicker responses to clients' queries. Have you quantified the value of gain and efficiency in your operations?

Victor Dodig
President and CEO, CIBC

I did mention during my remarks that one initiative, our CIBC AI platform, has actually saved up to 100,000 hours. I think behind those numbers is the experience that our employees have each and every day. Life has become more pleasant when information is at your fingertips. AI can be a real benefit, and that's how we approach it. There are initiatives across our bank to grow our bank, to defend our bank, and to be more efficient. Our commitment over time is to make sure that we can fully quantify that.

For now, the most important things have been to establish a good governance mechanism, to sign the federal code of conduct, to put the right resources and project sort of review in place so that everything is done in a controlled, thoughtful way that will benefit all of our stakeholders going forward. That means having our data organized, having the right initiatives in place, and creating value for all those stakeholders.

Natalie Biderman
VP and Corporate Secretary, CIBC

Thank you.

Victor Dodig
President and CEO, CIBC

Thank you.

Natalie Biderman
VP and Corporate Secretary, CIBC

Kate, there are no further questions from our webcast audience.

Kate Stevenson
Chair of the Board of Directors, CIBC

Thank you, Natalie. There are no further questions in the room today.

Speaker 21

Thank you very much. My name is Bob Seon. I live in Toronto. I'm a shareholder. Monsieur Dodig, I enjoyed your remarks. It's nice and refreshing to see a nice combination of humanity and warmth mixed with money. My first question has to do with anti-money laundering.

That's been in the media for the last few years. The regulators, as everyone probably knows, levied some pretty hefty fines. It's disappointing to me to know that banks are being fined because of failure to comply with regulators, knowing that the money could be spent in so many better ways. My question to you is, are you comfortable with the way CIBC is structured to ensure we're not going to be reading in the newspaper two weeks from now that there was a misstep and that's going to cost the bank millions or billions? What are you proposing in the way of a strategy to deal with that? If I may, I'd like to ask a second question.

It's a very simple one, but it's really asking for your opinion, the bank's opinion on what mergers you might see to facilitate growth of CIBC over the next couple of years. If I might make a suggestion, maybe this is not appropriate, but it is for me in any case, I would suggest you buy Laurentian because I bought shares in Laurentian and they're down. I would like to see the Bank of Commerce, keeping in mind it's a humanitarian approach to finance, to offer a real healthy premium on the current share price and proceed with the merger. Those are the two questions. You can take them in any order you like.

Victor Dodig
President and CEO, CIBC

Thank you, Bob, for your question, for your sense of humor and also your serious questions as well. I'm not going to answer the second one. I hope your investment portfolio does well, and I hope that we do well for you. That is really our goal, and that is all we can control. With respect to anti-money laundering, it is at the top of our defense agenda at our bank. We have invested significantly, not for a short period of time, but for a long period of time in terms of technology, human capital, and leadership to make sure that the defenses are there for our bank. I am confident that we have done all the right things to make sure that we are defending. I am also confident that we are interacting with our government authorities to make sure that Canada—again, this is not just about the defense of CIBC. This is about the defense of the Canadian financial system and to ensure that we have all of the defenses in place.

We are seen as world-class when it comes to fighting the proceeds of crime and fighting anti-money laundering and having in place an anti-money laundering framework that works for all Canadians. There are some things that we always have to do for a bank, our bank, Bob, and there are some things that we have to do as Canadians. We are doing both.

Kate Stevenson
Chair of the Board of Directors, CIBC

That journey continues. It is ongoing.

Victor Dodig
President and CEO, CIBC

It does.

Kate Stevenson
Chair of the Board of Directors, CIBC

A lot of attention. Thank you for that.

Victor Dodig
President and CEO, CIBC

Thank you.

Kate Stevenson
Chair of the Board of Directors, CIBC

Any other questions from the room or the webcast? Seeing none, thank you. Thank you to our shareholders and proxy holders for your questions and comments. Your participation in the meeting is really important and much appreciated. If there are no more questions or comments, we will move on to the vote results. I have been advised that the scrutineers have their preliminary report ready. Natalie, would you please read the scrutineers' report?

Natalie Biderman
VP and Corporate Secretary, CIBC

I will. I'm just receiving it now, hot off the press. Thank you. The scrutineers report that 45.42% of eligible shares have been voted at this meeting. The shareholders who voted by proxy or online ballot have voted as follows. On the election of directors, a substantial majority of the votes cast at the meeting were voted in favor of each of the 13 nominees named in the management proxy circular. Appointment of auditors: for, 89.62%; withheld, 10.38%. Advisory resolution regarding executive compensation approach: for, 95.92%; against, 4.08%. Special resolution to amend bylaw number one regarding directors' remuneration: for, 98.66%; withheld, 1.34%. Ordinary resolution to amend bylaw number one regarding administrative matters: for, 99.09%; against, 0.91%. Shareholder proposal one: energy supply ratio: for, 37.18%; against, 62.82%. As we've heard, shareholder proposal number two has been withdrawn.

Shareholder proposal three: disclosure of language fluency of employees, for, 0.85%; against, 99.15%. Shareholder proposal four: advisory vote on environmental policies, for, 16.29%; against, 83.71%. Shareholder proposal five: public disclosure of non-confidential information, country-by-country reporting, compensation ratios, and tax havens, for, 10.44%; against, 89.56%. Shareholder proposal six: industry-specific carbon risk scoring transition plans, for, 22.73%; against, 77.27%. Finally, shareholder proposal seven: pay compensation ratio, for, 9.90%; against, 90.1%. Kate, that concludes the report.

Kate Stevenson
Chair of the Board of Directors, CIBC

Thank you. Based on the vote results, I declare that each of the 13 nominees named in the 2025 management proxy circular is elected as a director of CIBC until the close of the next annual meeting of shareholders or until successors are elected or appointed, whichever is earlier. Ernst & Young LLP is appointed as auditors of CIBC. The advisory resolution regarding our executive compensation approach is approved.

The special resolution to amend bylaw number one regarding directors' remuneration is approved. The ordinary resolution to amend bylaw number one regarding administrative matters is approved. Shareholder proposals one, three through seven are not approved. We acknowledge the shareholder sentiment on proposal number one. We will continue to support a balanced transition toward a more sustainable, low-carbon future and to deliver complimentary disclosures informed by regulators and stakeholder feedback, including from our shareholders. Thank you all very much for your votes today, for your participation. The final vote results will be available after the meeting. We really do appreciate your interest in our bank. On behalf of our board, I would like to thank you very much for taking the time to join us today. I now declare the meeting terminated.

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