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<div><b>Page Content:</b> <h2>Recommends Shareholders Vote for the Best 16 Directors on the WHITE Universal Proxy Today</h2>
<h2>Shareholders Can Use WHITE Universal Proxy to Select Any Pershing Square Directors with Right Skills and Experience</h2>
<p>Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) today responded to recommendations issued by Glass Lewis & Co. (“Glass Lewis”) and Egan-Jones Proxy Services (“Egan-Jones”) regarding the Company’s annual meeting of shareholders to be held on May 17, 2012.</p>
<p>CP noted:</p>
<p>“While we are pleased that Glass Lewis recognizes the Board’s significant breadth and depth of expertise and experience and recommends shareholders vote <b>FOR</b> seven of the Company’s highly qualified directors: Richard George, Krystyna Hoeg, Richard Kelly, John Manley, Linda Morgan, David Raisbeck and Hartley Richardson, CP strongly believes that Glass Lewis and Egan-Jones reached the wrong conclusion in recommending that shareholders vote in favour of all seven of the Pershing Square nominees.* </p>
<p>“We recommend that shareholders use the <b>WHITE</b> universal proxy to cast their votes in favour of the best 16 directors — including any of the Pershing Square nominees who have the skills and experience to serve shareholders’ best interests.* Importantly, shareholders are urged not to give Pershing Square seven seats on the Board - a vote for seven Pershing Square nominees is a vote for risk and disruption.</p>
<p>“CP continues to aggressively and successfully execute on the Multi-Year Plan, delivering continued record operating performance in April, which marks the start of the fourth consecutive quarter of record operating performance.* The CP Board of Directors is confident that CP has the right plan and the right team to successfully execute the Multi-Year Plan and generate substantial value for shareholders. *We urge shareholders to protect their investment in CP and not risk the Company’s future by exposing CP to the disruption that electing Pershing Square’s other nominees would bring.* Shareholders should vote <b>FOR </b>CP’s highly-qualified director nominees on the <b>WHITE</b> universal proxy today.”</p>
<p>CP recommends that shareholders use the <b>WHITE</b> universal proxy to select the 16 best directors to comprise the new 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.* Shareholders who wish to vote for some, but not all seven, of the Pershing Square nominees are encouraged to use the <b>WHITE</b> universal proxy.* </p>
<p><b>Every vote is extremely important.* </b>CP recommends that shareholders vote <b>FOR</b> the CP nominees by Internet or by signing, dating and returning the <b>WHITE</b> universal proxy.* </p>
<p>Shareholders are encouraged to visit <a href="http://www.cpontrack.com/" target="_blank">www.CPonTrack.com</a> 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. </p>
<p>Shareholders with any questions about the information contained in this document or require assistance in completing the <b>WHITE</b> universal proxy, please contact the proxy solicitation agents:<br><br></p>
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<p><strong>Mackenzie Partners, Inc.</strong></p></td></tr>*
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<p>TOLL FREE - 1-866-374-9187 or<br>International Toll Free Number (outside Canada*and U.S.):<span>* </span>1-866-682-6148</p></td>
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<p>TOLL FREE 1-800-322-2885 or<br>(212) 929-5500 (Call Collect)</p></td></tr>
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<p>email: <a href="mailto:askus@georgeson.com">askus@georgeson.com</a></p></td>
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<p>email: <a href="mailto:proxy@mackenziepartners.com">proxy@mackenziepartners.com</a></p></td></tr></tbody></table></p>
<h3>Note on Forward-Looking Information </h3>
<p>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.</p>
<p>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.</p>
<p>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.</p>
<h3>About Canadian Pacific</h3>
<p>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 <a href="http://www.cpontrack.com/">www.CPonTrack.com</a> for a copy of CP’s Management Proxy Circular and see how Canadian Pacific is further driving shareholder value.</p>
<p>Media <br>Ed Greenberg<br>Tel.:* 612-849-4717<br>24/7 Media Pager: 855-242-3674************ <br>email: <a href="mailto:Ed_greenberg@cpr.ca">Ed_greenberg@cpr.ca</a> </p>
<p>Investment Community<br>Janet Weiss<br>Tel.: 403-319-3591<br>email: <a href="mailto:investor@cpr.ca">investor@cpr.ca</a></p>
<p>Joele Frank, Wilkinson Brimmer Katcher <br>Joele Frank / Tim Lynch / Jed Repko <br>Tel.: 212-355-4449</p></div>
<div><b>News Release Date:</b> 5/9/2012 10:45 AM</div>
<div><b>Location:</b> Calgary, Alberta</div>
<div><b>News Type:</b> Investors</div>
<div><b>Is Featured:</b> Yes</div>


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