Executive Officers

The information regarding executive officers is included in Part I1 of our 20172023 Form 10-K under Information about our Executive Officers, of the Registrant, following Item 4. Mine Safety Disclosures

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act required our directors and executive officers, and any certain persons owning more than 10% of our common shares, to file certain reports of ownership and changes in ownership with the SEC. As of June 30, 2017, Section 16(a) of the Exchange Act no longer applied to us because we qualified as a foreign private issuer under U.S. securities laws. Based solely on our review of the copies of Forms 3, 4 and 5 filed between January 1, 2017 and June 30, 2017, we believe that all reports required to be filed under Section 16(a) were made on a timely basis with respect to transactions that occurred during such period.Disclosures.

Code of Business Ethicsethics and business ethics reporting policy⁽¹⁾

Our updated code of business ethics (Code) for the combined CPKC, which now applies to employees of CPKC in Canada and the United States, sets out our expectations for conduct. It covers confidentiality, protecting our assets, avoiding conflicts of interest, fair dealing with third parties, compliance with applicable laws, environmental protection, rules and regulations, as well as reporting any illegal or unethical behaviour, among other things. The codeCode applies to everyone at CP and our subsidiaries: directors, officers, employees (unionized andnon-unionized) and contractors who do work for us.

Directors, officers andnon-union employees must sign an acknowledgementacknowledge every year that they have read, understood and agree to comply with the code. Directors mustCode. We have also confirm annuallyintroduced a separate Code of Ethics for CPKC employees in Mexico (Mexico Code). The Mexico Code is largely identical to the Code, with key differences being that the Mexico Code is presented in Spanish and cross references policies for Mexico.

We also have a Business ethics reporting policy (Business Ethics Policy) that outlines the processes the Company has established for our personnel and others to report concerns regarding conduct within the Company, including questionable management and/or corporate practices, the potential violation of any applicable law, or a potential violation of the Code.

Our Business Ethics Policy now applies to employees in Canada and the United States. We have a separate but largely identical Business Ethics Reporting Policy for our Mexico based employees (Mexico Business Ethics Policy), with the key differences being reference to Mexico based policies and presentation in Spanish.

Legacy CP

All legacy Canadian Pacific non-unionized employees were required to complete online scenario based training to ensure that they have compliedunderstood the legacy CP Code of Business Ethics. For the 2022/2023 survey year, 100 percent of non-union employees completed this training. In addition, legacy CP unionized employees in the Teamsters Canada Rail Conference (Train and Engine) were also required to complete scenario based training and 100% of those employees completed the scenario based training.

Legacy KCS and Legacy KCSM

All legacy KCS and KCSM employees completed the legacy KCS and KCSM conflict of interest survey questionnaire. The survey was launched prior to integration with legacy CP and the code. The code is partprocess was completed shortly after the combination of the termsCPKC. 100 percent of legacy KCS and conditions of employment fornon-unionKCSM employees and contractors must agree to follow principles of standards of business conduct consistent with those set out in our code as part of the terms of engagement.management completed this survey.

We also have a supplemental code of ethics for the CEO and other senior financial officers (the CFO(including the Executive Vice-President and Chief Financial Officer, the Vice-President Capital Markets, Senior Vice-President of Accounting, Planning and Procurement and the Assistant Vice-President and Controller) which sets out our longstandinglong-standing principles of conduct for these senior roles.

A copyThe latest version of the code (and any amendments)Code and the business ethics reporting policy is posted on our website (www.cpr.ca)(investor.cpkcr.com/governance). Only the Board or Governance Committee (audit committee(Audit and Finance Committee in the case of the CEO and senior financial officers) can waive an aspect of the code.Code. Any waivers are posted on our website. NoneNo waivers were requested or granted in 2017.2023.

Monitoring compliance and updating the Code

The Governance Committee is responsible for monitoring compliance with the Code, reviewing it periodically and recommending changes as appropriate, and promptly disclosing any aspects of the Code that have been waived. The Audit and Finance Committee ensures compliance with the Code.

Corporate Governance

CPKC has a strong governance culture and we have adopted many leading policies and practices. As a U.S. and Canadian listed company, our corporate governance practices comply with or exceed the requirements ofpractices outlined by the Canadian Securities Administrators (CSA) in National Policy58-201 Effective Corporate Governance Guidelines and the Toronto Stock Exchange (TSX), Item 407 of RegulationS-K ofTSX, the SEC and the NYSE.

9

We regularly review our policies and practices and make changes as appropriate, so we stay at the forefront of good governance as standards and guidelines continue to evolve in Canada and the United States.

The Board and the Governance Committee are responsible for developing our approach to corporate governance. This includes annual reviews of the corporate governance principles and guidelines which were established by the Board, as well as the terms of reference for the Board and each of the New York StockBoard’s standing committees.

CP’s corporate governance principles and guidelines are available on our website at investor.cpr.ca/governance.

Audit and Finance Committee

CP’s Audit and Finance Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange (NYSE). Act and NYSE standards and CSA National Instrument 52-110-Audit Committees. The current members of the Audit and Finance Committee are Jane Peverett (Chair), Isabelle Courville, Jill Denham, David Garza-Santos, Janet Kennedy and Matthew Paull, all of whom are independent. All members of the Audit and Finance Committee are “financially literate” as required by the NYSE and applicable Canadian securities laws. Of the current Audit and Finance Committee members, Ms. Peverett, Ms. Kennedy, Ms. Courville and Mr. Paull have been determined to be “audit committee financial experts” as defined by the SEC.

If significant corporate governance differences between CP’s corporate governance practices and Item 303A of the NYSE arise, they will be disclosed on our website at investor.cpr.ca/governance.

CP’s audit committee has been established in accordance with Section 3(a)(58)(A) the Exchange Act and NYSE standards and CSA National Instrument52-110. The current members of the audit committee are Jane Peverett (chair), Jill Denham and Andrew Reardon, all of whom are independent. All members of the audit committee are “financially literate” as required by the NYSE and CSA. Ms. Peverett and Mr. Reardon have been determined to meet the audit committee financial expert criteria prescribed by the SEC.

10

ITEM 11. EXECUTIVE COMPENSATION

As a foreign private issuer in the United States, we are deemed to comply with this Item if we provide information required by Items 6.B and 6.E.2 of Form20-F, with more detailed information provided if otherwise made publicly available or required to be disclosed in Canada. We have provided information required by Items 6.B and 6.E.2 of Form20-F in our management proxy circular related to the Meeting (the “proxy circular”) and have filed it through the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR”), the Canadian equivalent of the SEC’s Next-Generation EDGAR system, at www.sedar.com. In addition, our proxy circular has been furnished to the SECthis Annual Report on Form8-K.10-K/A. As a foreign private issuer in the U.S., we are not required to disclose executive compensation according to the requirements of RegulationS-K that apply to U.S. domestic

5

PART III – EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review, and on the discussion described above, on February 14, 2018, the Compensation Committee recommended to the full Board that the Compensation Discussion and Analysis be included in this 10-K/A.

Our executive compensation program is designed to pay for performance, to align management interests with our business strategy and the Circularinterests of our shareholders, and this Annual Report on Form to engage and retain our executives. This section of our 10-K/A.A provides shareholders with descriptions of our compensation programs and 2023 compensation decisions for our Named Executive Officers (NEOs), listed below.

Compensation Committee

Isabelle Courville (Chair)

John Baird

Rebecca MacDonald

Matthew Paull

Andrew Reardon

Gordon Trafton

Where to find it

612

COMPENSATION DISCUSSION AND ANALYSIS

Our approach to executive compensation

We believe in the importance of paying for performance and aligning management’s interests with those of our shareholders.

Our executive compensation program supports our railroad-focusedoperations-focused culture, is closely linked to the critical metrics that drive the achievement of our strategic plan without taking on undue risk, and is designed to create long-term sustainable value for our shareholders. The key elements of our approach to executive compensation include:

We have five key performance driversfoundations designed to focus us on our goal of being the best railroad company in North America:

We implemented several changes to our compensation program in 2017, as disclosed in last year’s proxy circular. These changes were the result of an extensive shareholder engagement program and an extensive review of executive compensation by the Compensation Committee, the Board and our human resources group. You can read about the program changes starting on page 15, and in the letter of the Compensation Committee chair beginning on page 5 of the Circular.

We received a 71.11% votefor our 2017 advisory vote on executive compensation, compared to 49.9% in 2016. The Compensation Committee continues to focus on making sure our compensation program pays for performance, reflects sound principles, supports long-term sustainable value, is clear and transparent and aligns with shareholder interests.

Compensation mix

Attracting and retaining high calibreperforming executives is key to our long-term sustainable growth and success.

We believe strong performance should yield Built into our compensation pay mix is a significant rewards. Our executive compensation includes fixed and variable(at-risk)emphasis on incentive-driven pay andwhere the proportion ofat-risk pay increases by level. Executives earn more if we perform well, and less when performance is not as strong. A significant portioncomponent of executive at-riskpay is tiedequity-based compensation, which links directly to the value of our shares, aligningensuring alignment with shareholder interests.the interest of our shareholders. We also require our executives to own CPCPKC equity and our share ownership guidelines increase by executive level (see page 10)15).

Variable cash compensation is more focused on corporate results for executives (75% of target) than for other employees (50% of target) who have more emphasis placed on individual

		Target total direct compensation mix for our NEOs is shown in the graph. 91 percent of our CEO’s and an average of 80 percent of our other NEOs’ target total direct compensation is at risk.

13

Benchmarking

The peer group used in 2023 was unchanged from the prior year and departmental goals.

This supports our view that the short-term incentive plan should be tied to overall corporate performance and the areasconsisted of our business that each employee influences directly.Class I peers plus 11 capital-intensive Canadian companies.

7

Executives are CPCPKC shareholders

We require executives and senior management employees to own equity in the companyCompany so they have a stake in our future success. Share ownership requirements are set as a multiple of base salary and increase by level. ExecutivesThe ownership requirement must satisfy the requirementbe achieved within five years of the employee being appointed to their position and can meet the requirementsbe met by holding common shares or deferred share units (DSUs). TheNotional shares in the form of PSUs, restricted share units (RSUs), and stock options do not count towards ownership requirements. Once executives have met their initial shareholding requirements, they are required to maintain compliance, which is reported annually to the Compensation Committee. Starting in 2024, the CEO must maintain the ownership level of sixseven times his base salary for one year after he retires or leaves CP.the cessation of employment.

Executives have the opportunity to participate in the Senior Executive’s DSU Plan (see page 44 for further plan details). DSUs are redeemedmust be held for cash no earlier thana minimum of six months after the executive retires or leaves the company or untilCompany. The units are redeemed for cash, with (i) Canadian-resident executives being entitled to elect a date of payment between the enddate that is six months following their departure from the Company and December 15th of the following calendar year, forin compliance with Canadian executives. Payment totax rules; and (ii) U.S. resident executives who participate inbeing paid six months after their departure from the DSU plan is made after thesix-month waiting period to beCompany, in compliance with U.S. tax regulations.

9

Compensation governance

Disciplined decision-making process

Executive compensation decisions involve management, the Compensation Committee and the Board. The Board has final approval for setting, amending and adopting any equity compensation plans or awards, subject to applicable shareholder approval requirements. The Compensation Committee also receives advice and support from an external consultantconsultants from time to time.time and since June 2020, has retained Frederic W. Cook & Co., Inc. (FW Cook) as an independent compensation consultant to provide objective analysis and assessment of the Company’s executive compensation program. In 2023, management received advice and support from Willis Towers Watson plc (WTW), and other external consultants to the Company, but not FW Cook.

The Board has final approval on all matters relating to executive compensation. It can also use its discretion to adjust pay decisions as appropriate.

10

Compensation Committee members also have specific human resources and compensation-related experience, including:

The Compensation Committee has no interlocks or insider participation. None of the members were employed by or had any relationship with CPCPKC during 20172023 requiring disclosure under Item 404 or Item 407(e)(4) of RegulationS-K of the Exchange Act. You can read about the background and experience of each member in the director profiles beginning on page 1.2.

Our Compensation Committee members also serve on other standing committees. Mr. Paull and Ms. Denham are members of the Audit and Finance Committee, Mr. Maier is a member of the Integration Committee and Ms. Robertson is a member of the Governance Committee. Ms. Courville, in her capacity as Chair of the Board, is an ex-officio member of all standing committees and may attend committee meetings at her discretion. This cross-membership provides directors with a broader perspective of risk oversight and a deeper understanding of our enterprise risks, ultimately strengthening overall risk management.

11

Compensation risk

Effective risk management is integral to achieving our business strategies and to our long-term success.

The Board believes that our executive compensation program should not increase our risk profile. The Compensation Committee is responsible for overseeing compensation risk. It reviews the executive compensation program, incentive plan design and our policies and practices to make sureensure they encourage the right decisions and actions to reward performance and align management interests with shareholder interests.

Incentive plan targets are linked to our corporate objectives and our corporate risk profile. The Compensation Committee believes that our approach to goal setting, establishing performance measures and targets and evaluating performance results helps mitigate risk-taking that could reward poor judgment by executives or have a negative effect on shareholder value.

All of the Compensation Committee members other than Mr. Paull are also a member of the Governance Committee. Mr. Reardon and Mr. Paull are also members of the finance committee and Mr. Reardon is a member of the audit committee. This cross-membership strengthens risk oversight because it gives the directors a broader perspective of risk oversight and a deeper understanding of our enterprise risks.

12

Clawbacks

In compliance with the U.S. Securities and Exchange Commission (SEC) mandatory clawback rule and the New York Security Exchange (NYSE) listing standards, the Company adopted and implemented a Dodd-Frank clawback policy for certain executive officers, effective December 1, 2023 (Dodd-Frank Clawback Policy). The Dodd-Frank Clawback Policy mandates the recovery of thiserroneously awarded incentive-based compensation received by covered executives during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement. Recovery of incentive-based compensation pursuant to our Dodd-Frank policy is on a “no-fault” basis, meaning that misconduct, fault or responsibility by the covered executive officer is not required to trigger recovery. The Dodd-Frank Clawback Policy applies to each current and former “executive officer” of the Company as defined under Item 401(b) of Regulation S-K, including our NEOs. See Item 8, Financial Statements and Supplementary Data, Note 24: Stock-based compensation in our Annual Report on Form 10-K/Aform 10-K filed with the SEC and page 84 ofsecurities regulatory authorities in Canada on February 27, 2024 for more details.

For the Circular.

Clawbacks

OurCompany’s senior executives not subject to the Dodd-Frank Clawback Policy, we amended our pre-existing clawback policy (the Senior Executive Clawback Policy) to align the restatement requirement with the Dodd-Frank Clawback Policy, effective December 1, 2023. The Senior Executive Clawback Policy allows the Board to recoup shortshort- and long-term incentive compensation paid to a current or former senior executive not subject to the Dodd-Frank Clawback Policy if:

The Board has sole discretion to determine whether it is in our best interests to pursue reimbursement of all or part of the incentive compensation and these actions would be separate from any actions by law enforcement agencies, regulators or other authorities.

The adoption of the Dodd-Frank Clawback Policy and the amendment to the Senior Executive Clawback Policy reflect the Board’s continued commitment to the stewardship of good governance and accountability of corporate executives to our shareholders. We expect to amend our clawback policy going forward as may be required by changes in applicable laws and listing requirements.

Anti-hedging

Our disclosure and insider trading and reporting policy prohibits directors, executive officers and employees from buying financial instruments that are designed to hedge or offset a decrease in the market value of equity awards or CP shares they hold directly or indirectly.

Anti-pledging

Our anti-pledging policy prohibits directors and executive officers from holding any CPCPKC securities in a margin account or otherwise pledging the securities as collateral for a loan.

Non-compete and Non-solicitation

14We are mindful of the demand for experienced and talented railroaders, particularly those with backgrounds in precision scheduled railroading. To manage near-term retention risk, our long-term incentive award agreements contain non-compete, non-solicitation and other restrictive clauses, including non-disclosure restrictions.

19

Compensation program

Total direct compensation consists of salary, an annual short-term incentive and a long-term incentive award that focus executives on driving strong financial, operational and customer satisfaction results and building shareholder value.award. Executives also receive pension benefits and perquisites as part of their overall compensation.

1520

20172023 Executive compensation

Salary

Salaries are setWe review salaries every year based on the executive’s performance, leadership abilities, responsibilities and experience as well as succession and retention considerations. The Compensation Committee also considers the economic outlook and the median salary andcompetitive pay practices of the comparator group before making its decisions.

recommending the salary increases for Board approval. For 2023, we reviewed salaries for NEOs and other executives and made adjustments as needed for increased responsibilities of the new CPKC entity. The table below showsoutlines the annualbase salaries the named executives were paid as at December 31, 2017.of all NEOs, which are set in U.S. dollars consistent with industry practice.

Mr. Creel received a 17.6% increase when he became CEO on January 31, 2017. Mr. Velani received a step increase to bring his salary closer to the market median as a result of his appointment as Executive Vice-President and CFO. Mr. Pitz received an increase in 2017 when he was promoted to Senior Vice-President and Chief Risk Officer.

Short-term incentive plan (STIP)

The short-term incentive award is an annual incentive that focuses executives on achieving strong annual financial, safety, and operational results. The table below summarizes the terms of our current STIP.