Computershare Investor Services Inc. Transfer Agent for Canadian Pacific Railway Limited 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com/cp
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Holder Account Number
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Form of Proxy—Annual Meeting of Shareholders to be held on May 1, 2014
This Form of Proxy (the ‘‘Proxy’’) is solicited by and on behalf of Management of Canadian Pacific Railway Limited.
Notes to proxy
1. This 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 3, 2014, as may be amended (the “Management Proxy Circular”) and the Notice of Annual Meeting of Shareholders dated March 3, 2014 (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 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 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
Proxy.
4. This Proxy should be signed in the exact manner as the name appears on the Proxy.
5. If this 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 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 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 Proxy will vote FOR each of items 1 and 2 and FOR the election of each of the Director Nominees in item 3.
Proxies submitted must be received no less than 24 hours prior to the time fixed for the Meeting (or any adjournment thereof) in order to be used at the Meeting. Fold
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
To Vote Using the Telephone To Vote Using the Internet To Vote by Mail
Call the number listed BELOW from a touch tone to go the following web site: Complete, sign and date the reverse hereof.
telephone. www.investorvote.com Return this Proxy in the envelope provided.
1-866-732-VOTE (8683) Toll Free
Instead of mailing this 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
28JA14075_010O1C
This form of proxy (the ‘‘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 1, 2014 at 9:00 a.m. (Mountain Daylight time) and
any adjournment or postponement thereof (the “Meeting”).
Appointment of Proxy
Print the name of the person or company you are appointing
I/We, being holder(s) of Common Shares of Canadian Pacific Railway Limited hereby
appoint: E. Hunter Harrison, or failing him, Paul A. Guthrie OR if it is a person or company other than the Management
appointees 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 Proxy is hereby instructed to vote FOR each of items 1 and 2 and
FOR the election of each of the Director 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 thirteen (13) nominees for election as director in total.
DIRECTOR NOMINEES For Withhold For Withhold For Withhold
01. |
| William A. Ackman 02. Gary F. Colter 03. Isabelle Courville |
04. |
| Paul G. Haggis 05. E. Hunter Harrison 06. Paul C. Hilal |
07. |
| Krystyna T. Hoeg 08. Rebecca MacDonald 09. Dr. Anthony R. Melman |
10. |
| Linda J. Morgan 11. The Hon. Jim Prentice 12. Andrew F. Reardon |
13. |
| Stephen C. Tobias |
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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 MM / DD / YY
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.
Annual Report
Interim Financial Statements Mark this box if you would NOT like to receive the Annual Report and accompanying Management’s Discussion and
Mark this box if you would like to receive interim financial statements and accompanying Analysis by mail. By marking the box, you agree that this instruction shall continue in force from year to year (unless
Management’s Discussion and Analysis by mail. 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, 8th 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.
CPDQ 048882 AR2
28JA14075_010O2C