Canadian Pacific sets the record straight on inaccurate statements on director compensation

CALGARY, April 25, 2012 /PRNewswire/ - Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) today set the record straight on inaccurate statements made by William Ackman, Chief Executive Officer of Pershing Square, regarding director compensation.

Roger Phillips, Chair of the Governance Committee of Canadian Pacific's Board of Directors, expressed surprise that Mr. Ackman made poorly informed comments about the compensation of CP directors during his recent appearance on Business News Network (BNN), "Mr. Ackman seems to have this completely backward."

During the interview Mr. Ackman said:

"The only stock they [CP Board members] own in the company is stock they were granted for serving on the board of directors.  They didn't reach into their pockets and buy stock on speculation they'll be successful.  These directors get paid for acting in our best interest."

Mr. Ackman asserted that CP's directors had little of their own money at risk and the deferred stock units they held were "given to them."

"To the contrary," Phillips said, "rather than receive 100 per cent of their fees in cash for their service as directors, it is obligatory that a substantial portion of the competitively-established director compensation be received in the form of deferred share units (DSU), which have the same value as shares and cannot be converted to cash until a director retires from the board.  In this way, director compensation is aligned with the interests of CP shareholders as the director experiences the same gains or suffers the same losses that shareholders do, but without the freedom of selling stock when she or he wishes."

Phillips added that on a voluntary basis, directors may also choose to receive up to 100 per cent of their cash compensation in the form of DSUs.  In 2011, more than 92 per cent of directors' compensation was paid in DSUs.  Collectively, the 14 non-management directors were paid only $202,080 in cash.  The balance of directors' fees of $2,507,200 was paid in deferred share units.  Eleven of the 14 directors received their compensation entirely in the form of DSUs. Earned over the last 10 years, the non-management directors now hold approximately $25M in shares and DSUs.

"This is not only testimony to the directors' faith in the long-term prospects for the company, but demonstrates how well their compensation aligns with long-term share value," said Phillips.   "As a Board, we are always open to improving our compensation plan.  Industry-leading compensation consultants currently rate our program very highly."

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 and see how Canadian Pacific is further driving shareholder value.

SOURCE Canadian Pacific

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