The Nominees for Management Change

While replacing Mr. Green as CEO is essential, revitalizing CP also depends on a fundamental restructuring of the Board. To effect this change, we are asking shareholders to elect all seven Nominees for Management Change to CP’s 16-person Board. Doing so will give the reconstituted Board, and CP, the best possible chance for a fresh start.

The Nominees for Management Change share our goal for CP to reach its potential and become a best-in-class railroad. The Nominees for Management Change consist of five independent directors including four highly regarded Canadian business leaders and a distinguished veteran railroad executive with 40 years of experience. These five nominees are each wholly independent of, and have no commercial relationships with, CP or Pershing Square.

Two of the Nominees for Management Change are Pershing Square affiliates, William A. Ackman and Paul C. Hilal. Electing the two Pershing Square affiliates will give Pershing Square board representation that is proportionate to our more than 14% shareholding in CP and will ensure that a shareholder value perspective receives appropriate attention on the Board and on all Board committees.

All seven of the Nominees for Management Change are eager to work cooperatively with nine incumbent directors toward maximizing CP’s future. With all seven of the Nominees for Management Change elected, and with a strong shareholder mandate, we are confident that once this contest is over, the reconstituted Board will be able to work harmoniously together to lead the company to the brightest possible future.

William A. Ackman, age 45

William A. Ackman

Bill Ackman is the founder and Chief Executive Officer of Pershing Square Capital Management, L.P., an investment adviser with $11 billion of assets under management, founded in 2003 and registered with the United States Securities and Exchange Commission, and the Managing Member of its general partner. Pershing Square is a concentrated research-intensive fundamental value investor in long- and occasionally short-term investments in the public markets, typically focusing on large-cap and mid-cap companies. Investors in Pershing Square’s managed funds include university endowments, public and private U.S., Canadian and European pension funds, individuals, charitable foundations and sovereign wealth funds. Ackman is a director of the J.C. Penney Company, Inc. (NYSE:JCP), Chairman of the Board of The Howard Hughes Corporation (NYSE:HHC), and a director of Justice Holdings Ltd. (LSE:JUSH). He is also a member of the Board of Dean’s Advisors of the Harvard Business School and a Trustee of the Pershing Square Foundation, which has made more than $130 million in grants towards inner city education, global health care delivery, poverty alleviation, human rights, venture philanthropy, urban planning and the arts. In addition to his substantial public company board experience, Ackman’s investment and capital allocation experience in a wide array of businesses and assets enable him to make a substantial contribution to Canadian Pacific, including in assisting the Board in the oversight of Canadian Pacific’s pension assets to improve its long-term rate of return; his expertise in real estate is also expected to enable him to assist Canadian Pacific in maximizing the value of unproductive or otherwise ancillary real estate assets. Ackman received an M.B.A. from Harvard Business School and a Bachelor of Arts magna cum laude from Harvard College. Ackman is a resident of New York, New York.

Gary F. Colter, age 66

Gary F. Colter

Gary Colter is the President of CRS Inc., a corporate restructuring, strategic and management consulting company, which he founded in 2002. Previously, Colter spent 34 years with KPMG Canada and its predecessor firm Peat Marwick, where he was a Partner for 27 years, holding various senior positions, including Vice Chairman of Financial Advisory Services and member of the Management Committee from 1989 to 1998. From 1998 to 2000, Colter was Global Managing Partner of Financial Advisory Services and a member of a then new International Executive Team for KPMG International. In 2002, he retired as Vice Chairman of KPMG Canada. Since 2002, Colter has been a director of Owens-Illinois Inc. (NYSE:OI), the largest manufacturer of glass bottles in the world, where he serves on the Governance and Audit Committees and previously Chaired the Audit Committee for over six years. In 2003, he joined the board of Canadian Imperial Bank of Commerce (CIBC) (TSX:CM; NYSE:CM), a chartered Canadian bank and financial services institution, where he Chairs the Governance Committee and serves on the Audit Committee. He previously served on the Compensation Committee and Chaired the Audit Committee of CIBC for over five years and the Risk Committee for one year. In 2004, he joined the board of Core-Mark Holding Company, Inc. (NASDAQ:CORE), a leading North American manufacturer of fresh and broad-line supply solutions to the convenience retail industry. Colter is Chair of the Governance Committee and serves on the Audit Committee of Core-Mark. He previously Chaired the Compensation Committee for over three years. In 2005, he joined the board of Retirement Residences REIT, a company that provides accommodation, care and services for seniors. In 2007, the company was purchased by Public Service Pension Investment Board and changed its name to Revera Inc. Colter is Chair of Revera’s Audit Committee and serves on the Governance Committee. From 2003 to 2006, he was a director of Saskatchewan Wheat Pool Inc., now Viterra Inc. (TSX:VT). Colter was Chair of the Audit Committee and a member of the Strategic and Business Planning Committee. Colter has a B.A. (Honours) in Business Administration from the Ivey Business School of the University of Western Ontario, and is a Fellow Chartered Accountant. He resides in Mississauga, Ontario.

Paul G. Haggis, age 60

Paul G. Haggis

Paul Haggis is currently Chairman of Alberta Enterprise Corporation, a venture capital initiative created by the Alberta Government that invests in funds that finance early stage technology companies. From 1996 to 2001, he served as President and Chief Executive Officer for Alberta Treasury Branches Inc. (now, ATB Financial, Inc.), a Crown corporation and the largest Alberta-based financial institution, now with assets of over $30 billion. He began the first nine years of his career in corporate banking and, in 1988, joined Metropolitan Life (now, MetLife, Inc.) (NYSE:MET), as Vice-President and Treasurer of its Canadian operations. He subsequently held several senior positions there from 1988 to 1996, including as President and CEO of Metropolitan Trustco and Metropolitan Financial Advisors Ltd. and COO for MetLife’s Canadian operations. From 2003 to 2007, Haggis was President and Chief Executive Officer of the Ontario Municipal Employees Retirement System (OMERS), one of Canada’s largest pension plans. From 2000 to 2003, he was a director of the Public Sector Pension Investment Board (PSPIB), where he also served as Interim CEO during 2003. During 2002, he was Executive Vice-President, Development and Chief Credit Officer of Manulife Financial (TSX:MFC; NYSE:MFC). Prior to OMERS, Haggis served as President and CEO of Edmonton-based Princeton Developments Ltd., a commercial real estate development company. Haggis is the former Chair of the Board of Borealis Infrastructure Management Inc. and of the Investment Committee of the Insurance Corporation of British Columbia. Since 2008, Haggis has served as a director and Chair of the Audit Committee of Advantage Oil & Gas Ltd. (TSX:AVV; NYSE:AVV), an intermediate oil and natural gas company headquartered in Calgary with properties in Western Canada. Haggis is currently a director of a number of other companies, including: C.A. Bancorp Inc. (TSX:BKP), a Canadian merchant bank (since 2009), where he also serves as Chairman; Liberty Silver Corporation (TSX:LSL), a mineral exploration and development company (since March 2011), where he also Chairs the Governance Committee; and UBC Investment Management Trust Inc., the investment manager of the University of British Columbia (since 2010). He is also a former director/trustee and Audit Committee Chair of Prime Restaurants Inc. and the Royal Ontario Museum. He is a graduate of the University of Western Ontario and a certified Chartered Director through McMaster University. Haggis is a former officer of the Canadian Armed Forces Reserve. He is a resident of Canmore, Alberta.

Paul C. Hilal, age 45

Paul C. Hilal

Paul Hilal is a Partner at Pershing Square Capital Management, L.P., which he joined in 2006. Hilal has extensive railroad expertise and has spent much of the last few months visiting with shareholders alongside Hunter Harrison. From 2002 to 2005, he was the Managing Partner of Caliber Capital Management, LP, an investment firm. From 1998 to 2001, he ran the information technology sector investment program at Hilal Capital Management. From 1992 to 1997, Hilal was a Principal at Broadview Associates, providing mergers and acquisitions advisory services to information technology companies. From 1999 to 2000, Hilal served as the Chairman of the Board and Interim Chief Executive Officer of Worldtalk Communications Corporation (NASDAQ:WTLK), before its sale to Tumbleweed Communications. He served as a Director of Ceridian Corporation (NYSE:CEN) in 2007, prior to its sale to the Thomas H. Lee Company. He received an A.B. degree in Biochemistry from Harvard College in 1988, a J.D. from Columbia University School of Law in 1992, and an M.B.A. from Columbia University School of Business in 1992. Hilal is a resident of New York, New York.

Rebecca MacDonald, age 58

Rebecca MacDonald

Rebecca MacDonald is a founder and current Executive Chair of Just Energy Group Inc. (TSX:JE; NYSE:JE), a Toronto-based independent marketer of deregulated gas and electricity, with annual sales of $3 billion. Just Energy currently supplies more than 3.75 million customers across Canada and the United States, having signed its first customer in 1997. MacDonald has been a director of Just Energy since 2001 and has held the position of Executive Chair since 2007. In 1989, she founded Energy Marketing Inc., the first company which targeted small customers under Canadian natural gas deregulation, which she subsequently sold. Following the sale of that business, in 1995 she founded another company which aggregated customers within the U.K. natural gas deregulation, which was also sold. MacDonald served as President and Chief Executive Officer of Just Energy prior to becoming Executive Chair in 2007. MacDonald is a member of the Board of Governors of the Royal Ontario Museum and a member of the Board of the Horatio Alger Association of Canada. She founded the Rebecca MacDonald Centre for Arthritis and Autoimmune Disease at Mount Sinai Hospital in Toronto. She is Vice-Chair of the Board of Directors of Mount Sinai Hospital. Previously, she was a director of the Arthritis Society. In 2002, MacDonald received the Rotman Canadian Woman Entrepreneur of the Year Lifetime Achievement Award. That same year, the University of Toronto, Rotman School of Business named her Canadian Woman Entrepreneur of the Year. She was also named the top woman chief executive officer for each year from 2003 to 2009 by Profit Magazine. She was named Ontario Entrepreneur of the Year by Ernst & Young in 2003. In 2009, MacDonald received the Canadian Horatio Alger Award for demonstrated community leadership. She received an honorary degree from the University of Victoria in 2010. MacDonald is a resident of Toronto, Ontario.

Dr. Anthony R. Melman, age 64

Dr. Anthony R. Melman

Dr. Anthony Melman is the Chairman and Chief Executive Officer of Nevele Inc., providing strategic business and financial advice to a wide range of businesses. Previously, Melman was a Managing Director (until 2006) and a Special Advisor, Strategic Acquisitions (2006 to 2007) at Onex Corporation (TSX:OCX), a private equity investment firm, which he joined as a Partner and Vice President at its inception in 1984. At Onex, Melman led or participated in the company’s bids for Labatt and Air Canada, and the acquisitions of Sky Chefs Inc., Beatrice Canada and electronics maker Celestica Inc. (TSX:CLS; NYSE:CLS), IBM’s manufacturing arm. Together with Celestica’s management team he developed Celestica from a single-facility manufacturing operation in Toronto with under US$1 billion in annualized sales in 1996, to a global public company listed on both the New York and Toronto Stock Exchanges with over US$10 billion in sales by 2001. Prior to joining Onex, Melman served as a Senior Vice President of the Canadian Imperial Bank of Commerce in charge of worldwide merchant banking, project financing, acquisitions and other specialized financing activities. Since 2010, Melman has served as a director and Chair of the Budget and Finance Committee of the Ontario Lottery and Gaming Corporation. He is a past director of Celestica Inc., ProSource Inc. and the University of Toronto Asset Management Corporation. He was, until February 2, 2012, Chair of The Baycrest Centre for Geriatric Care, one of the world’s premier academic health sciences centres focused on aging. Melman continues as a director of the Baycrest Centre, but has now assumed the role of Chair of Baycrest Global Solutions, a for-profit corporation that will commercialize the intellectual property, assets and technologies of the Baycrest Centre. He is also the former Chair of the Childhood Cancer Charitable Council of the Pediatric Oncology Group of Ontario (POGO) and a member of the Board of Governors of Mount Sinai Hospital. In 2011, Melman was appointed Chair of the Board of Directors of Cogniciti Inc., a for-profit joint venture created by Baycrest and MaRS Discovery District, an organization that helps science, technology and social entrepreneurs build their companies. Melman was born in Johannesburg, South Africa, and is a Canadian citizen. He holds a Bachelor of Science degree in Chemical Engineering from the University of the Witwatersrand, an M.B.A. degree (Gold Medalist) from the University of Cape Town and a Ph.D. in Finance from the University of the Witwatersrand. He is a resident of Toronto, Ontario.

Stephen C. Tobias, age 67

Stephen C. Tobias

Stephen Tobias is a 40-year veteran of the railroad industry and the former Vice Chairman and Chief Operations Officer of Norfolk Southern Corporation (Norfolk Southern) (NYSE:NSC), the leading Class I railroad in the U.S. and one of North America’s most successful Class I railroads, a position in which he served from 1998 to 2009. Norfolk Southern earned twenty consecutive Harriman Gold Medal Awards for best safety performance of any railroad in the United States, fifteen of which were earned while Tobias was EVP or COO. A tribute to Tobias’ attention to and skill at team building, Norfolk Southern has continued to earn these awards since his 2009 retirement. The Norfolk Southern operations team under Tobias’ leadership drove substantial growth while simultaneously reducing its operating ratio ten percentage points to 71% by the time he retired, a full 400 basis points more efficient than the next most efficient US Class I railroad. Tobias began his career in 1969 when he joined Norfolk & Western Railway (a predecessor to Norfolk Southern) as a Junior Engineer and moved up the ranks, serving in various operating positions at Norfolk Southern, until appointed as Vice President of Transportation in 1989. Before being appointed Vice Chairman and COO in 1998, Tobias also served as Vice President of Strategic Planning, Senior Vice President of Operations and Executive Vice President of Operations. He has extensive board experience in the railroad and transportation industries, including serving as a director of TTX Company, the largest railcar leasing company in North America; the Association of American Railroads (AAR), an industry organization focused on improving the safety and productivity of rail transportation; Transportation Technology Center, Inc., a wholly-owned subsidiary of the AAR and world-class transportation research and testing organization; and Norforlk Southern’s subsidiary Norfolk Southern Railway Company. He was also a member and Chairman of AAR’s Safety and Operations Management Committee and the AAR’s Security Committee. Tobias is currently a member of the board of directors of Plum Creek Timber Company, Inc. (PCL) (NYSE:PCL), and is also a member of the Compensation and the Corporate Governance and Nominating Committees of its board of directors. PCL manages timber lands and is the largest private landowner in the United States. He is a member of The Citadel Military College of South Carolina Board of Visitors, The Citadel Foundation (Chairman), and was a member of the Virginia Business Council. In 2008, Tobias was awarded Railway Age’s “Railroader of the Year” award. Tobias has a B.A. in History from The Citadel Military College of South Carolina, and is a graduate of the Harvard Business School’s Advanced Management Program. He is a former Captain of the United States Army. Tobias is a resident of Garnett, South Carolina.

Meet Hunter Harrison

Hunter Harrison

Hunter Harrison, 67, served as the President and Chief Executive Officer of Canadian National Railway Company (CN) from January 1, 2003 to December 31, 2009 and as Executive Vice President and Chief Operating Officer from March 26, 1998 to December 31, 2002. Harrison served on CN’s board of directors from December 1999 until December 2009. Prior to joining CN, Harrison served as President and Chief Executive Officer of Illinois Central Corporation (IC) and Illinois Central Railroad Company (ICRR) from 1993 to 1998, and as a director of IC and ICRR from 1993 to 1998. At IC and ICRR, Harrison first held the position of Vice-President and Chief Operating Officer in 1989, becoming Senior Vice-President – Transportation in 1991, Senior Vice-President – Operations in 1992, and President and Chief Executive Officer the following year. His railroad career began nearly five decades ago in 1963 when he joined the Frisco (St. Louis-San Francisco) Railroad as a carman-oiler in Memphis, while still attending school. He advanced through positions of increasing responsibility in the operations function, first with the Frisco, then with Burlington Northern after it acquired the Frisco in 1980. Before moving to IC and ICRR in 1989, Harrison served as Burlington Northern’s Vice-President – Transportation and Vice-President – Service Design. Harrison currently serves or has served as a director on several railway companies and industry associations, including The Belt Railway of Chicago, Wabash National Corporation, The American Association of Railroads, Terminal Railway, TTX Company, Canadian National Railway Company, Illinois Central Corp., and Illinois Central Railroad Company. Harrison is a seasoned chief executive with a proven, unrivaled track record of operational and cultural transformation. He is a change agent with deep railroad operating experience and a thorough familiarity with all aspects of the Canadian rail industry, including its customers, freight flows, terminal operators, unions (and union leaders), suppliers, regulations, terrain, and weather patterns. Harrison has received numerous accolades, including North America’s Railroader of the Year by Railway Age magazine in 2002, CEO of the Year by the Globe and Mail’s Report on Business magazine in 2007, the Railroad Innovator Award from Progressive Railroading in 2009, and the International Executive of the Year award from the Canadian Chamber of Commerce in 2009.