Canadian Pacific Recommends that Shareholders Use the White Universal Proxy and Urges Shareholders to Choose Each One of the 16 Best Directors

CALGARY, May 3, 2012 /PRNewswire/ - Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) today urged shareholders to use the WHITE universal proxy to exercise their right to specifically choose each one of the 16 best directors to comprise the CP Board.

The 16 individuals with the most votes, out of the total of 22 individuals put forward by CP and Pershing Square, will comprise the Board elected at the annual meeting.

Every Vote Counts - Do Not Effectively Throw Your Vote Away
by Voting Pershing Square's Blue Proxy

CP recommends that shareholders use the WHITE universal proxy to select the 16 best directors to comprise the new Board.  Voting for any less than 16 nominees means that other shareholders, including Pershing Square, will select the remaining directors.

CP believes that voting for the election of directors is a fundamental right of share ownership and that shareholders should therefore have as much flexibility and choice as possible when exercising their right to elect directors.  To that end, CP is using a WHITE universal proxy, which contains all of the CP nominees as well as the other nominees proposed by Pershing Square.

Every vote is extremely important.  CP urges shareholders to vote FOR continued shareholder value creation and FOR the nominees proposed by the Board by voting on the WHITE universal proxy today.

The CP Board Continues to Recommend CP Shareholders vote FOR the Continued, Successful Execution of the Multi-Year Plan

CP has the right team in place to enhance shareholder value — CP's experienced management team is successfully executing on the Multi-Year Plan, which is delivering record operating metrics and improved financial performance, as evidenced by the Company's strong first quarter earnings. 

The CP Board unanimously recommends that shareholders vote FOR the election of the director nominees proposed by CP on the WHITE universal proxy, which includes all of the CP and Pershing Square nominees.  The CP Board has significant breadth and depth of expertise and experience in both the railroad industry and other complementary fields. 

The CP Board is the right Board to drive shareholder value by guiding the Company through the successful execution of the Multi-Year Plan. 

Every vote is extremely important.  CP recommends that shareholders vote FOR the CP nominees by Internet or by signing, dating and returning the WHITE universal proxy. 

Shareholders are encouraged to visit www.CPonTrack.com to access the Company's Management Proxy Circular and for more information about CP, the CP management team and its value-generating Multi-Year Plan.

Shareholders with any questions about the information contained in this press release, or requiring assistance in completing the WHITE universal proxy, should contact CP's proxy solicitation agents:

Note on Forward-Looking Information
This news release contains certain forward-looking information within the meaning of applicable securities laws relating, but not limited, to our operations, priorities and plans, anticipated financial performance, business prospects, planned capital expenditures, programs and strategies.  This forward-looking information also includes, but is not limited to, statements concerning expectations, beliefs, plans, goals, objectives, assumptions and statements about possible future events, conditions, and results of operations or performance.  Forward-looking information may contain statements with words such as "anticipate", "believe", "expect", "plan" or similar words suggesting future outcomes.

Undue reliance should not be placed on forward-looking information as actual results may differ materially from the forward-looking information.  Forward-looking information is not a guarantee of future performance.  By its nature, CP's forward-looking information involves numerous assumptions, inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking information, including but not limited to the following factors: changes in business strategies; general North American and global economic, credit and business conditions; risks in agricultural production such as weather conditions and insect populations; the availability and price of energy commodities; the effects of competition and pricing pressures; industry capacity; shifts in market demand; inflation; changes in laws and regulations, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; uncertainties of investigations, proceedings or other types of claims and litigation; labour disputes; risks and liabilities arising from derailments; transportation of dangerous goods; timing of completion of capital and maintenance projects; currency and interest rate fluctuations; effects of changes in market conditions and discount rates on the financial position of pension plans and investments, including long-term floating rate notes; and various events that could disrupt operations, including severe weather, droughts, floods, avalanches and earthquakes as well as security threats and governmental response to them, and technological changes.  The foregoing list of factors is not exhaustive.

These and other factors are detailed from time to time in reports filed by CP with securities regulators in Canada and the United States.  Reference should be made to "Management's Discussion and Analysis" in CP's annual and interim reports, Annual Information Form and Form 40-F.  Readers are cautioned not to place undue reliance on forward-looking information.  Forward-looking information is based on current expectations, estimates and projections and it is possible that predictions, forecasts, projections, and other forms of forward-looking information will not be achieved by CP.  Except as required by law, CP undertakes no obligation to update publicly or otherwise revise any forward-looking information, whether as a result of new information, future events or otherwise.

About Canadian Pacific
Canadian Pacific (TSX:CP)(NYSE: CP) operates a North American transcontinental railway providing freight transportation services, logistics solutions and supply chain expertise. Incorporating best-in-class technology and environmental practices, CP is re-defining itself as a modern 21st century transportation company built on safety, service reliability and operational efficiency. Visit www.CPonTrack.com  for a copy of CP's Management Proxy Circular and to see how Canadian Pacific is further driving shareholder value.

SOURCE Canadian Pacific

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