Canadian Pacific Canadien Pacifique
Computershare Investor Services Inc. Transfer Agent for Canadian Pacific Railway Limited 9th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1 www.computershare.com/cp
Security Class Holder Account Number
Fold White Form of Proxy - Annual Meeting of Shareholders to be held on May 17, 2012
This White Form of Proxy (the “WHITE Proxy”) is solicited by and on behalf of Management of Canadian Pacific Railway Limited. Notes to proxy
1. This WHITE Proxy is solicited by Management of Canadian Pacific Railway Limited (“Canadian Pacific” or the “Corporation”). Shareholders are directed to Canadian Pacific’s Management Proxy Circular dated March 22, 2012, as may be amended (the “Management Proxy Circular”) and the Notice of Annual Meeting of Shareholders dated March 22, 2012 (the “Notice”) for more detailed information.
2. You have the right to appoint a proxyholder, who need not be a shareholder, to attend and act on your behalf at the Meeting. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
3. This WHITE Proxy must be signed by you, the registered holder, or by your attorney duly authorized by you in writing or, in the case of a corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed representative, the original or a notarial copy of the instrument so empowering such person, or such other documentation in support of such empowerment as shall be acceptable to the Chairman of the Meeting, must accompany this WHITE Proxy. If the Common Shares are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this WHITE Proxy.
4. This WHITE Proxy should be signed in the exact manner as the name appears on the WHITE Proxy.
5. If this WHITE Proxy is not dated, it will be deemed to bear the date on which it is received by or on behalf of the Corporation.
6. The Common Shares represented by this WHITE Proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder has specified a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. This WHITE Proxy confers discretionary authority on the proxyholder to vote as such proxyholder sees fit in respect of each matter set forth herein if no choice is specified and in respect of any amendments or variations to matters identified in the Notice and in respect of other matters that may properly come before the Meeting. If you do not specify a choice with respect to any matter, the proxyholder designated in this WHITE Proxy will vote FOR each of items 1 and 2 and FOR the election of each of the Canadian Pacific Nominees in item 3.
7. Time is of the essence. This WHITE Proxy, to be effective, must be returned and received by a representative of Computershare Investor Services Inc. at the Meeting by no later than the time of voting at the Meeting or, in the case of any adjournment or postponement of the Meeting, no later than the time of voting at such reconvened meeting. Failure to properly complete or deposit a proxy may result in its invalidation.
Proxies submitted must be received no later than the time of voting at the Meeting (or any adjournment or postponement thereof) in order to be used at the Meeting. Fold If you have any questions or need assistance completing this WHITE PROXY please call: Georgeson Toll Free: 1-866-374-9187 or MacKenzie Partners Toll Free: 1-800-322-2885
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
To Vote Using the Telephone • Call the number listed BELOW from a touch tone telephone. 1-866-732-VOTE (8683) Toll Free
To Vote Using the Internet • Go to the following web site: www.investorvote.com
To Vote by Mail • Complete, sign and date the reverse hereof. • Return this Proxy in the envelope provided.
Instead of mailing this WHITE Proxy, you may choose one of the two other voting methods outlined above to vote this proxy.
If you choose to vote by telephone or the Internet, DO NOT mail back this proxy.
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.
Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the management nominees named on the reverse of this proxy.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER
CPUQC01.E.INT/000001/i1234
00VF6J
This WHITE form of proxy (the “WHITE Proxy”) is solicited by and on behalf of Management of Canadian Pacific and will be used at the Annual Meeting of Shareholders to be held on Thursday, May 17, 2012 at 8:00 a.m. (Mountain Daylight time) and any adjournment or postponement thereof (the “Meeting”).
Appointment of Proxy
I/We, being holder(s) of Common Shares of Canadian Pacific Railway Limited hereby appoint: Frederic J. Green, or failing him, Kathryn B. McQuade OR Print the name of the person or company you are appointing if it is a person or company other than the Management nominees listed herein.
as the proxyholder of the undersigned, to attend and act on behalf of the undersigned at the Meeting, with the power of substitution and with all the powers that the undersigned could exercise with respect to the said Common Shares if personally present and with authority to vote at the said proxyholder’s discretion except as otherwise specified herein and to vote and act in said proxyholder’s discretion with respect to amendments or variations to matters referred to in the Notice and with respect to other matters that may properly come before the Meeting. In the absence of any instructions in respect of any matter, the proxyholder designated in this WHITE Proxy is hereby instructed to vote FOR each of items 1 and 2 and FOR the election of each of the Canadian Pacific Nominees in item 3. Reference should be made to the Notice and the Management Proxy Circular.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
For Withhold
1. Appointment of Auditors as named in the Management Proxy Circular For Against
2. Advisory vote accepting the Corporation’s approach to executive compensation as described in the Management Proxy Circular Fold
3. Election of Directors: You may vote “For” up to sixteen (16) nominees for election as director in total. If you vote “For” more than sixteen (16) nominees for election as director, none of your votes for any nominees will be counted
CANADIAN PACIFIC NOMINEES For Withhold For Withhold For Withhold
01. John E. Cleghorn 02. Tim W. Faithfull 03. Richard L. George
04. Frederic J. Green 05. Edmond L. Harris 06. Krystyna T. Hoeg
07. Tony L. Ingram 08. Richard C. Kelly 09. The Hon. John P. Manley
10. Linda J. Morgan 11. Madeleine Paquin 12. Michael E.J. Phelps
13. Roger Phillips 14. David W. Raisbeck 15. Hartley T. Richardson
16. William A. Ackman
OTHER PERSHING SQUARE NOMINEES For Withhold For Withhold For Withhold Fold
17. Gary F. Colter 18. Paul G. Haggis 19. Paul C. Hilal
20. Rebecca MacDonald 21. Anthony R. Melman
The undersigned confirms that it is the express wish of the undersigned that the documents relating hereto, including the Management Proxy Circular and this form of proxy, have been and shall be drawn up in English only. Le (la) soussigné(e) confirme sa volonté expresse que les documents se rapportant aux présentes, y compris la circulaire ainsi que le présent formulaire de procuration, soient rédigés en anglais seulement.
Signature(s) Date
Authorized Signature(s) - This section must be completed for your instructions to be executed.
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management. MM / DD / YY
Interim Financial Statements
Mark this box if you would like to receive interim financial statements and accompanying Management’s Discussion and Analysis by mail.
Annual Report
Mark this box if you would NOT like to receive the Annual Report and accompanying Management’s Discussion and Analysis by mail. By marking or the box, you agree that this instruction shall continue in force from year to year (unless revoked). You may revoke or change this instruction at any time by notifying our transfer agent at 1-877-4CP-RAIL or by mail at 100 University Avenue, 9th Floor, Toronto. Ontario M5J 2Y1.
If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
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