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Notice of Annual Meeting of Shareholders and Management Proxy Circular May 1, 2014

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Notice of Annual Meeting of Shareholders and Management Proxy Circular May 1, 2014 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR MAY 1, 2014 WHAT’S INSIDE Page Page 1 Chairman’s message to shareholders 51 Performance graph 2 Notice of annual meeting of shareholders 53 Named executive officer compensation for 2013 5 General information 59 Compensation details 6 Business of the meeting 59 Summary compensation table 1. Financial statements 61 Incentive Plan Awards 2. Appointment of auditors 62 Management stock option incentive plan 3. Advisory vote on executive compensation 64 Pension plan benefits 4. Election of directors 67 Termination and change in control benefits 8 Questions and answers about voting and proxies 71 Indebtedness of directors and 12 Nominees for election to the board executive officers 28 Directors’ compensation 71 Directors’ and officers’ insurance 32 Board and Committees 71 Shareholder proposals 38 2013 Executive compensation 71 Availability of documents Letter to shareholders 72 Directors’ approval 39 Statement of executive compensation 73 Schedule “A” – Statement of 42 Compensation discussion and analysis Corporate Governance 43 Compensation elements for executive officers 86 Schedule “B” – Comparator Group 45 2013 Compensation and performance 87 Schedule “C” – Director Independence 48 Other key compensation policies of the company CANADIAN PACIFIC March 3, 2014 DEAR FELLOW SHAREHOLDER, It is my pleasure to invite you to the annual meeting of shareholders of Canadian Pacific Railway Limited, to be held at the Telus Convention Centre, Macleod Hall, 120 – 9th Avenue S.E., Calgary, Alberta on Thursday, May 1, 2014 at 9:00 am local time. Canadian Pacific’s performance over this past year has been remarkable. The benefits of our ongoing cultural change are demonstrated through CP’s improved service and positive direction. Your Board of Directors recognizes that the Company is distinguishing itself through this process, and that stakeholders are seeing the significance, value and advantage of CP’s transformation. As a shareholder of Canadian Pacific, you have the right to participate and vote your shares on all items of business during the annual meeting. This management proxy circular describes the business to be conducted at the meeting and provides background and information detailing our philosophies and policies, including Canadian Pacific’s approach to executive compensation and corporate governance. We hope that you will review this circular in advance of the meeting. Even if you are not able to attend the meeting in person, we encourage you to exercise your right to vote. Further information on common questions may be found in the section of the circular titled “Questions and Answers about Voting and Proxies”. In addition to the ordinary business of the annual meeting, Hunter Harrison our CEO and Keith Creel our President and COO will be available immediately following the annual meeting to take questions relating to Canadian Pacific’s operations. On behalf of the Board and management of Canadian Pacific, we look forward to welcoming you to this year’s annual shareholder’s meeting. Sincerely, Paul G. Haggis Chairman of the Board 2014 MANAGEMENT PROXY CIRCULAR 1 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS You are invited to the annual meeting of shareholders (the “Meeting”) of Canadian Pacific Railway Limited (“Canadian Pacific”). The Meeting will be held at the Telus Convention Centre, Macleod Hall, 120 – 9th Avenue S.E., Calgary, Alberta T2G 0P3, at 9:00 a.m. (Mountain Daylight Time) on Thursday, May 1, 2014. The Meeting will cover: 1) receipt of the audited consolidated financial statements for the year ended December 31, 2013; 2) appointment of auditors; 3) a non-binding advisory vote on Canadian Pacific’s approach to executive compensation; 4) election of directors; and 5) consideration of other business as may properly come before the Meeting or any adjournment or postponement thereof. Shareholders of record at the close of business on March 3, 2014 will be entitled to vote at the Meeting and are encouraged to participate either in person or by proxy. Paul A. Guthrie Corporate Secretary March 3, 2014 Calgary, Alberta 2 CANADIAN PACIFIC SUMMARY Best Practices • Share ownership requirements for the top SHAREHOLDER VOTING MATTERS 85 senior management employees For more • No single-trigger change in control benefits Board Vote information Voting matter Recommendation see page • No-hedging policy on equity Appointing Deloitte LLP as For 6 • Clawback policy for senior executive auditors compensation and stock option plan Advisory resolution on executive For 6 compensation • Caps on annual bonus payouts and performance share units payouts Election of 13 directors For each nominee 7 • Vesting criteria for performance share units fully aligned to long-term strategic plan • Hold period for CEO OUR DIRECTOR NOMINEES You will be electing a Board of 13 members. Each director is elected annually and individually and must meet our majority voting guidelines. Detailed information about each director’s background, qualification experience and areas of expertise can be found in the section entitled “Director Nominee Profiles.” Indep- Committee Board and committee Other current Name Age Director since Position endent memberships attendance 2013 public boards W.A. Ackman 47 May 17, 2012 CEO, Pershing Square YES Governance Finance 100% 1 Capital Management, L.P. G.F. Colter 68 May 17, 2012 President, CRS Inc. YES Audit 100% 3 Finance I. Courville 51 May 1, 2013 Chair of the Board of the YES Audit 100% 2 Laurentian Bank of Canada SOE P.G. Haggis 62 May 17, 2012 Chairman of the Alberta YES Board (Chair) 100% 1 Enterprise Corporation E.H. Harrison 69 July 6, 2012 Chief Executive Officer NO SOE 100% – P.C. Hilal 47 May 17, 2012 Partner, Pershing Square YES Finance 100% – Capital Management, L.P. Compensation (Chair) K.T. Hoeg 64 May 11, 2007 Corporate Director YES Governance (Chair) 96% 2 Compensation R. MacDonald 60 May 17, 2012 Executive Chair, Just YES Governance 100% 1 Energy Group Inc. Compensation A.R. Melman 66 May 17, 2012 President and Chief YES Finance (Chair) 94% – Executive Officer, Acasta SOE Capital L.J. Morgan 61 May 5, 2006 Partner, Nossaman LLP YES Audit 100% – SOE J. Prentice 57 June 7, 2013 Senior Executive YES Governance SOE 100% 2 Vice-President and Vice Chairman of CIBC A.F. Reardon 68 May 1, 2013 Retired Chairman and YES Compensation SOE 100% 1 Chief Executive Officer, TTX S.C. Tobias 69 May 17, 2012 Former Vice-Chairman and YES Governance 93% 1 Chief Operating Officer, Compensation SOE Norfolk Southern (Chair) Corporation 2014 MANAGEMENT PROXY CIRCULAR 3 CORPORATE GOVERNANCE EXECUTIVE COMPENSATION CP is committed to high standards of corporate governance. Philosophy and Compensation Components Several of our key governance strengths and actions are Canadian Pacific is focused on a pay-for- noted in the table below. performance approach for all non-union employees including our executives. In order to BOARD AND OTHER GOVERNANCE INFORMATION attract and retain top talent as well as aligning the goals of the Company with the employee, Size of Board 13 the Company offers a competitive Number of Independent Directors 12 compensation package. Average Age of Directors 60 Annual Election of Directors Yes • Base Salary: positioned at the median of our Directors Elected Individually (rather than slate voting) Yes comparator group, rewards the scope of a Majority Voting Guidelines for Directors Yes position Separate Chair & CEO Yes Board Interlocks Guidelines Yes • Annual Incentive: positioned to the median Share Ownership Guidelines for Directors and Executives Yes of our comparator group, encourages strong Board Orientation/Education Program Yes performance against yearly objectives Number of Board Meetings Held in 2013 8 • Long-Term Incentive: positioned at the Code of Business Conduct and Ethics Program Yes Annual Advisory Vote on Executive Compensation Yes median of our primary comparator group and Formal Board Evaluation Process Yes 75th percentile of the secondary comparator Dual-Class Shares No group, aligns long-term interests Average Director Tenure 2.4 yrs The mix of options and PSUs awarded under the long-term incentive plan drives multiple objectives. The vesting of performance share units depends on the achievement of targets and the realization of our strategic plan while stock options align the interests of management with the interests of shareholders. 4 CANADIAN PACIFIC GENERAL INFORMATION We are sending you this Management Proxy materially from the forward-looking information. Circular (the “Circular”) to solicit proxies by the Forward-looking information is not a guarantee of management of Canadian Pacific to be used at future performance. By its nature, CP’s the annual meeting (the “Meeting”) of forward-looking information involves numerous shareholders of Canadian Pacific to be held on assumptions, inherent risks and uncertainties that May 1, 2014. could cause actual results to differ materially from the forward-looking information, including but not In this document “you” and “your” refer to the limited to the following factors: changes in business shareholders of Canadian Pacific; and “CP”, strategies; general North American and global “Canadian Pacific”, the “Corporation”, the economic, credit and business conditions; risks in “Company” or “we”, “us” and “our” refer to agricultural production such as weather conditions Canadian Pacific Railway Limited and, where and insect populations; the availability and price of applicable, its subsidiaries;
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