Canadian Pacific Kansas City Limited (TSX:CP)
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Apr 28, 2026, 1:19 PM EST
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AGM 2022

Apr 27, 2022

Jeff Ellis
Chief Legal Officer and Corporate Secretary, Canadian Pacific

Good morning, ladies and gentlemen. My name is Jeff Ellis. I'm the Chief Legal Officer and Corporate Secretary of Canadian Pacific. CP is committed to diversity and inclusion. In keeping with Indigenous protocol and building respectful relationships between Indigenous and non-Indigenous peoples in Canada and in the communities in which we operate, I would like to acknowledge that Indigenous peoples are the traditional stewards of the lands and waters where CP's head office is located and where each of us is participating in this meeting. This presentation will contain certain forward-looking statements and forward-looking information within the meaning of applicable securities laws, which I will refer to collectively as forward-looking statements, including, but not limited to CP's operations, priorities and plans, anticipated financial performance, business prospects, planned capital expenditures, acquisitions, programs and strategies, and the business combination involving Kansas City Southern and CP.

By their nature, forward-looking statements involve numerous assumptions, risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. This presentation will also contain certain non-GAAP measures, which do not have a standardized meaning under generally accepted accounting principles. Further information about CP's forward-looking statements and non-GAAP measures is available in CP's annual report on Form 10-K and CP's other filings with Canadian and U.S. regulators, each of which can be found online on SEDAR, EDGAR, and at investor.cpr.ca.

Isabelle Courville
Chair of the Board of Directors, Canadian Pacific

Good morning, ladies and gentlemen. My name is Isabelle Courville, and I am Chair of the Board of Directors of Canadian Pacific. Welcome to this 2022 Annual and Special Meeting of Shareholders of Canadian Pacific Railway Limited. This is CP's 140th Annual General Meeting. Although much progress has been made in respect of the COVID-19 pandemic, out of an abundance of caution, CP has chosen to host this year's meeting virtually. While a virtual meeting does not give us a chance to meet with you in person, in the current climate, a virtual meeting fosters shareholder participation regardless of where our shareholders are located. We are hopeful we can engage with you in person next year in Calgary. With that, I welcome all of our shareholders, employees and directors joining us virtually from around the globe.

Joining me at the meeting today are members of the board, together with Keith Creel, our President and Chief Executive Officer, and Jeff Ellis, our Chief Legal Officer and Corporate Secretary. As indicated in our proxy circular, representatives from outgoing auditors, Deloitte LLP, and representatives from Ernst & Young LLP, who are nominated as incoming auditors, are also available today if there are any questions. Our shareholders and proxy holders are participating in today's meeting via webcast. Today's meeting is considered an annual and special meeting of shareholders. In addition to the regular business of an annual meeting, the special business of this meeting relates to an ordinary resolution to authorize an amendment to CP's management stock option incentive plan. To amend the plan, the resolution must be approved by a simple majority of the votes cast at this meeting.

We will also be considering an ordinary non-binding advisory resolution on CP's approach to climate change. We will have a Q&A session at the end of Keith Creel's remarks. If your question is not answered during the meeting, we will respond by email after the meeting. Following our virtual meeting today, CP will be releasing its first quarter results at approximately 4:05 P.M. Eastern Time. Management will hold its quarterly investor call at 4:30 P.M. Eastern Time. Mr. Creel and other management representatives will be available to answer additional questions related to our results at this time. As in past years, we expect that the vast majority of votes have been cast in advance of the meeting by proxy through the various available channels. That said, the right to vote and participate in the meeting is very important, and we fully support that participation.

Registered shareholders and duly appointed proxy holders who have not voted or wish to change their vote may vote online by clicking on the voting icon. Polls are now open for voting on all five items of business to be voted on at the meeting, as described in the proxy circular. Once discussion on all business items has concluded, I will provide you with further time to enter your votes, and then I will declare voting polls on all resolutions. Registered shareholders and beneficial shareholders who have appointed themselves as proxy holders can submit questions anytime online by clicking on the question icon. All meeting materials along with an audio recording of the meeting will be available on CP's website following the meeting. I now call the meeting to order. I will act as Chair of the meeting and Jeff Ellis will act as Secretary.

I hereby appoint Colleen Nielsen from Computershare Trust Company of Canada to act as scrutineer for the meeting. The Secretary has deposited with me an affidavit establishing the sending of notice of the time and format of this meeting to each shareholder entitled to vote, to each director, and to the auditors of Canadian Pacific as required by law. The scrutineer has confirmed that a quorum is present. The scrutineer's final report will be kept with the records of this meeting. I declare that the meeting has been regularly called and properly constituted for the transaction of business. Before we commence the formal business of the meeting, I would like to take a moment to reflect on this past year. The past year has seen the global community continuing to manage the challenges caused by the COVID-19 virus.

After 2 challenging years of struggling through the pandemic, people around the world are now watching the devastating situation in Ukraine unfold. At the very outset, CP made a humanitarian relief donation of CAD 500,000 to the Canadian Red Cross and matched employee donations towards relief efforts at 100%. CP continues to be united in support of and respect for the strength and courage of the Ukrainian people and those who are standing up for the free world. While they pale in comparison, CP faced its own unique challenges in 2021. In the summer of 2021, devastating wildfires in the British Columbia interior caused extreme damage to the community of Lytton, BC, and the Lytton First Nation. The fires impacted CP employees and infrastructure as they continued to burn across southern British Columbia.

CP reacted quickly, leading efforts to support first responders, community members, Indigenous communities, and those who worked tirelessly to get the railway running again. CP also pledged CAD 1 million to support wildfire recovery efforts in Lytton and deployed teams to work with the impacted communities across the region. November saw new challenges as historic rains in the Fraser Canyon and Fraser Valley brought severe and historic washouts to the area that left many communities underwater and damaged all modes of infrastructure, including the railway. CP Emergency Response teams worked tirelessly to get our main line running and restore the vital supply chain service CP provides. I, together with the board, would like to thank each and every CP railroader who supported the efforts required to get the railway back up and running in an incredible 8 days.

Despite the many challenges CP faced this past year, the CP team continued to execute the precision scheduled railroading model to provide real long-term value for customers, shareholders, and employees alike. I would like to congratulate our President and CEO, Keith Creel, and the entire 12,000-strong CP family of railroaders for delivering a transformative year. CP reached a significant milestone when the acquisition of Kansas City Southern closed into a voting trust on December 14th, 2021. Reaching this historic agreement, still subject to STB approval to combine CP and KCS and create the first U.S.-Mexico-Canada rail network was not easy. It was met with many obstacles and at times seemed unachievable. As our management likes to say, the obstacle is the path. It was through the sheer determination and perseverance of Keith leading the management team that ultimately brought this deal over the finish line.

Upon receipt of control approval from the STB, I, together with the rest of the board, look forward to supporting management with its effort to move ahead with this opportunity and create the only single-line rail network connecting North America. I'm proud to mention that Keith was named 2021 CEO of the Year and 2021 Strategist of the Year by The Globe and Mail's Report on Business magazine and was co-recipient of Railway Age 2022 Railroader of the Year award. From an operations perspective, CP's 2021 full-year results saw an increase in revenue to CAD 8 billion from CAD 7.7 billion in 2020.

CP also continued its commitments to safety by remaining an industry leader in train accident statistics for the 16th consecutive year, and 2021 marks CP's 5th consecutive year of improvement in personal injury rates. In 2021, CP remained committed to making improvement in sustainability. CP made substantial progress implementing its innovative hydrogen-powered program. CP also announced the completion of its solar energy farm installation at its Calgary headquarters, one of the largest private solar farms in Alberta, which will generate up to 5 MW of electricity. CP's focus on climate disclosure resulted in CP being named to the CDP A List for the first time, and CP's inclusion on the Dow Jones Sustainability North America Index for the second year in a row.

This annual meeting marks the first year that our shareholders will have an opportunity to provide feedback through a non-binding advisory say-on-climate vote in which CP seeks shareholder approval of its approach to climate change. CP continues to be committed to diversity as a core value. On September 30th, 2021, Orange Shirt Day and Canada's first National Day for Truth and Reconciliation, CP proudly placed into service the Every Child Matters orange locomotive to commemorate the victims and honor the survivors of residential schools in Canada. The locomotive will raise awareness as it operates across CP's network for all of us who see it to continue on the path of learning about Indigenous peoples and their rich history and culture. As previously announced, directors Ed Monser and Rebecca MacDonald are stepping down from the board.

Both Ed and Rebecca have made significant contributions to the board during their tenures and have played an important role in the transformation of CP's board and management. I want to thank each of them for their years of service and wish them all the very best. I have witnessed the determination and ability of our world-class railroaders to overcome challenges and work to provide the best freight service in North America. CP railroaders are driven to deliver and are now defining future of railroading in North America. I thank you for your ongoing commitment to CP. With that, let us proceed to the formal business of the meeting. Please note that after the formal business is concluded and the meeting is terminated, President and CEO Keith Creel will address shareholders, after which there will be a Q&A period.

To expedite matters today, the secretary and I will either move or second all motions with respect to the business of the meeting. If you have any questions, they should be submitted by clicking on the question icon on your phone, computer, or tablet. There are five matters set out in the notice of this meeting to be voted on by shareholders. We are conducting voting on all items at once online. If you are a registered shareholder or a proxy holder, and if you have not already done so prior to today, you can vote now by clicking on the voting icon on your phone, computer, or tablet. The voting user guide was distributed to shareholders with the meeting materials and is available online at CP's investor website at investor.cpr.ca. I kindly request that the secretary read out the items that are being voted upon.

Jeff Ellis
Chief Legal Officer and Corporate Secretary, Canadian Pacific

Thank you, Madam Chair. Again, if you have submitted your vote prior to this meeting, there is nothing for you to do unless you wish to change your vote. Each shareholder or proxy holder may vote on all matters at this meeting. In particular, first, the appointment of an auditor by selecting either for or withhold. Second, the approval of an ordinary resolution amending the management stock option incentive plan by selecting either for or against. Third, CP's approach to executive compensation, commonly known as say-on-pay, by selecting either for or against. Fourth, CP's approach to climate change, referred to as say-on-climate, by selecting either for or against. Fifth, the election of directors by selecting the names of the nominees for whom they wish to vote by selecting either for or withhold for each nominee.

As set out in the company's proxy circular delivered prior to this 2022 annual and special meeting of shareholders, the CP board unanimously recommends that you vote for each of these items of business. Preliminary results will be announced later in the meeting after all matters have been voted on.

Isabelle Courville
Chair of the Board of Directors, Canadian Pacific

The first step in today's meeting is the receipt of the consolidated financial statements as included in the 2021 annual report. A copy of the annual report has been made available to shareholders in either hard copy or electronically. A copy of the annual report is also found at investor.cpr.ca and is found on the annual meeting site. I now place before the meeting the consolidated financial statements and report of the auditor thereon for the year ended December 31st, 2021. The first item of business is the appointment of an auditor. I move that Ernst & Young LLP be appointed auditor of Canadian Pacific to hold office until the close of the next annual meeting of shareholders.

Jeff Ellis
Chief Legal Officer and Corporate Secretary, Canadian Pacific

Madam Chair, I second the motion.

Isabelle Courville
Chair of the Board of Directors, Canadian Pacific

The next item of business is a vote to approve an ordinary resolution authorizing an amendment to the company management stock option incentive plan. In the company's proxy circular delivered prior to this 2022 annual and special meeting of shareholders, this resolution is referred to as the Stock Option Plan Resolution, and complete details, including the full text of the resolution, are set out on pages 16 and 17 of the proxy circular. I move that the Stock Option Plan Resolution, the full text of which is set out on page 17 of the company's proxy circular delivered in respect of this annual and special meeting, be approved as an ordinary resolution of the shareholders of Canadian Pacific Railway Limited.

Jeff Ellis
Chief Legal Officer and Corporate Secretary, Canadian Pacific

Madam Chair, I second the motion.

Isabelle Courville
Chair of the Board of Directors, Canadian Pacific

The next item of business is a non-binding advisory vote to approve compensation of CP's named executive officers, commonly known as say-on-pay. I move that on an advisory basis and not to diminish the role and responsibility of the board of directors, that the shareholders accept the company's approach to the compensation of the named executives as Canadian Pacific, as disclosed in the company's proxy circular delivered prior to this 2022 annual and special meeting of shareholders.

Jeff Ellis
Chief Legal Officer and Corporate Secretary, Canadian Pacific

Madam Chair, I second the motion.

Isabelle Courville
Chair of the Board of Directors, Canadian Pacific

The next item of business is a non-binding advisory vote to approve CP's approach to climate change, which is also referred to as say-on-climate. I move that on an advisory basis and not to diminish the role and responsibility of the board of directors, that the shareholders approve the company's approach to climate change as disclosed in the company's proxy circular delivered prior to this 2022 annual and special meeting of shareholders.

Jeff Ellis
Chief Legal Officer and Corporate Secretary, Canadian Pacific

Madam Chair, I second the motion.

Isabelle Courville
Chair of the Board of Directors, Canadian Pacific

The next item of business is the election of directors. In accordance with the articles and bylaws of Canadian Pacific, the board of directors has determined that nine directors are to be elected at this meeting. I now declare the meeting open for nominations. The following are the nine director nominees: The Honorable John Baird, Isabelle Courville, Keith Creel, Jill Denham, Edward Hamberger, Matt Paull, Jane Peverett, Andrea Robertson, and Gordon Trafton. Advised that there are no other nominees pursuant to the provision of CP's bylaw. Therefore, I now declare nominations closed.

Jeff Ellis
Chief Legal Officer and Corporate Secretary, Canadian Pacific

I move that the persons nominated be elected directors of Canadian Pacific, each to hold office until the close of the next annual meeting of shareholders, or until such person's successor is elected or appointed.

Isabelle Courville
Chair of the Board of Directors, Canadian Pacific

I second the motion. For those of you who have not yet voted on all the resolutions, please do so now, as I will close the polls in 30 seconds. The scrutineer has provided a preliminary report based on proxies received prior to the meeting. I call on the secretary to report on the preliminary results of the votes. I note that the company will report the detailed final voting results, including those votes submitted online at the meeting, once the tabulation is complete after the meeting.

Jeff Ellis
Chief Legal Officer and Corporate Secretary, Canadian Pacific

Ernst & Young LLP has been appointed auditor of Canadian Pacific with 99.56% of the votes in favor of their appointment. The stock option plan resolution has been approved with 92.28% of the votes cast in favor of the resolution. The say on pay vote received 92.52% of the votes cast in favor of the resolution. The say on climate vote received 86.88% of the votes cast in favor of the resolution. Each of the nine nominees has been elected as a director of Canadian Pacific with at least 94.66% of votes in favor of their election.

Isabelle Courville
Chair of the Board of Directors, Canadian Pacific

I adopt the preliminary report of the scrutineer and declare that the nine director nominees duly elected directors of Canadian Pacific and each of the other matters of business passed. I direct that the scrutineer's report be annexed to the minutes of this meeting. Ladies and gentlemen, your duly elected directors of Canadian Pacific are The Honorable John Baird, Isabelle Courville, Keith Creel, Jill Denham, Ed Hamberger, Matt Paull, Jane Peverett, Andrea Robertson, and Gordon Trafton. As there is no other business that may be properly brought before the meeting, this concludes the formal business of the meeting. I wish to thank you all for participating, and I now declare this meeting terminated. Mr. Creel will now provide his address to shareholders. If you have any questions, you may submit them by clicking on the question icon at any time.

Mr. Ellis will then read back the questions after the CEO address. Over to you, Keith.

Keith Creel
President and CEO, Canadian Pacific

Thank you, Isabelle. Good morning, shareholders, fellow railroaders, and those guests joining us online today. It's my honor to welcome you. I'd like to begin by thanking our over 12,000 strong team of world-class railroaders. I'm extremely proud of the tremendous resilience the CP team demonstrated throughout 2021, which was a very challenging year on many fronts. The grit, tenacity each showed is nothing short of remarkable. Together, we dealt with the ongoing pandemic, harsh winter conditions, devastating wildfires, and historic rainfall in British Columbia, supply chain issues, and a detour on the road to our historic combination with Kansas City Southern. Our team stayed focused and strong. We adapted and we stuck to our values, our foundations and our industry-leading operating model. This team delivered. Working for the railroad has never been easy. It's demanding and it's challenging work.

It's also extremely rewarding, and it brings with a sense of team that's unique. The history of our railroad runs through everything that we do. It creates a sense of duty and commitment that helps us strive not only to continue CP's legacy of service, but also to innovate and to lead as we build the railroad of the future. It encouraged us to see the obstacles in front of us as the path. For more than 140 years, we've delivered effectively and efficiently while adapting to changes in our business, society, and landscape. Despite the extraordinary challenges we faced last year, we remained steady, and we secured significant business wins. Once again, this past year, we showed how well our precision scheduled railroading model works in hard times. CP's approach to PSR is foundational to us all.

It's a culture of excellence and safety that we embrace 24/7, 365 days a year. PSR enables us to create unique, sustainable value for all stakeholders, for our shareholders, our employees, our customers, and the communities we serve in and through the public that we serve day to day. While operating in a difficult environment, we delivered an adjusted operating ratio of 57.6% and earnings per share of $3.76, which was an increase of 7%. Additionally, we invested $1.5 billion in the railroad while returning $500 million to shareholders in the form of dividends. Looking back at 2021 would not be complete without talking about our transformational transaction with the Kansas City Southern, which is still subject to approval by the Surface Transportation Board.

140 years after our railroad united a country, we're poised to unite a continent through our unique combination with the KCS. After successfully navigating a challenging path, we closed the KCS and the voting trust on December 14th, 2021, and the STB is now reviewing our merger application. CP's proposal to combine with the KCS comes at a time when the North American supply chain desperately needs the continental connection this new railroad will create. If we secure approval from the STB, which we expect will happen later this year or early next, our end-to-end combination will create the first and likely only-ever transnational U.S.-Mexico-Canada rail network with single-line offerings.

Together, CP and KCS will offer expanded reach and premier port access, new single-line hauls at a safe, efficient, and expansive network that will bring economic growth, increased competition, and promote a shift from truck to rail. Last month, in fact, we announced while working with the KCS on an interline basis, we successfully launched the first dedicated international intermodal train between the Mexican West Coast, Port of Lázaro Cárdenas, and the U.S. Midwest, helping to ease excessive delays due to the ongoing supply chain challenges that are affecting North America's West Coast. While today our companies continue to operate as separate entities, this Mexico to the Midwest train is a proof of concept and a mere glimpse of things to come if a combined CPKC network is approved by the STB.

As we prepare for that integration, we haven't lost sight of other elements of our business that have made us industry leaders. For example, operating sustainably is in all areas of our business is not only the right thing to do, it's also critical to our growth and our long-term success. Shipping by rail already produces 75% less greenhouse gas emissions than shipping by truck. That's great, but we're committed to doing more, and we welcome the opportunity to demonstrate ongoing leadership while we help create a low-carbon future. We estimate that our CPKC combination will avoid more than 1.5 million tons of greenhouse gas emissions within 5 years as a result of our improved efficiencies.

About 64,000 long-haul truck shipments will be diverted to rail each year with our combined intermodal services, eliminating an additional 1.3 million tons of greenhouse gas emissions over the next 2 decades. Last year, we also completed one of Alberta's largest private solar farm installations at our Calgary headquarters. We also made significant progress in developing North America's first hydrogen-powered freight locomotive. The locomotive ran under its own power in December and has now began testing. With the additional grant funding that we've received from Emissions Reduction Alberta, we've been able to expand the project scope to include three locomotives and two hydrogen fueling stations. This pioneering pilot program is on track to provide critical industry knowledge and experience that will not only benefit CP, but will also benefit the industry and the environment as a whole.

I'd like to thank our shareholders for their strong support also for the say-on-climate resolution today. Our talented teams will continue to develop and implement solutions that drive safety, sustainability, reliability, and efficiency. At CP, safety is foundational to everything that we do. We continue to lead the industry in safety because of our dedicated railroaders and their safety innovations. Through our Home Safe program, cutting-edge technologies, and our relentless commitment to reinforcing a culture of safety, we work to protect our railroaders, our communities, our customers, and the environment. This deeply entrenched commitment has enabled us to operate the safest railway in North America for the last 16 years, as measured by the Federal Railroad Administration reportable train accident frequency. CP has also achieved 5 consecutive years of improvement in personal injury rates.

In 2021, FRA reportable personal injuries declined by 17% to an all-time record low. Last year, we also expanded our broken rail detection systems. We continue to invest in and execute data analytics and added additional automated train inspection portals. We will continue to innovate and harness technology to deliver essential goods, support economic growth, and drive safety improvements everywhere that we operate. We know that safety is a journey, it's not a destination, so we're always learning, working to do better, and innovating to help our employees go home safely at the end of their workdays each and every day. My personal commitment to safety is unwavering. I'd like to take a moment also to recognize a valued long-term member of our CP team whom we lost earlier this year.

In March, I was deeply saddened to learn that diesel mechanic Harvey Singh Powar was severely injured while working at the Port Coquitlam mechanical shop. He later passed away. Our condolences and our prayers go out to his family, his friends, his colleagues, and our entire railroad family continues to mourn with him. If we could for a moment, let's take a brief moment of pause in honor of Harvey. Okay, thank you. I've said this also before, and I'll say it again, this railroad is powered by an incredible team of railroaders. We continue to invest in ongoing training and development throughout the year because they're fundamental to the safety and the success of our railroad. CP stands firm in its commitment to increasing diversity through all levels of our organization.

Our three internal diversity councils, each chaired by an executive committee member, continue their important work, helping to ensure that we consider diversity and inclusion when we make human resource decisions, providing feedback on corporate direction, and promoting initiatives that relate to each council's area of focus. Our board of directors comprising experienced and talented group of individuals guides our commitment to diversity. The board is led by Mrs. Isabelle Courville, the first woman to chair the board of a Class I railroad in North America. This past year, we were particularly honored to place a very special locomotive into service on September the 30th, Orange Shirt Day in Canada's first National Day for Truth and Reconciliation.

Our orange- Every Child Matters locomotive was proposed by a 13-year-old Indigenous youth named Jacob Hopper, who wrote to us last summer with the suggestion as a way to increase awareness. This special locomotive was developed with the guidance and support from the Orange Shirt Society, and we were especially excited to have Jacob, his family, and the Orange Shirt Society's representatives at our campus in Calgary to officially unveil the locomotive this past fall. The year ahead will bring its own challenges and transformational opportunities. We'll meet them with the grace and the strength that has come to be associated with this historic company. While there are exciting opportunities for us in 2022 and beyond, we know there's still also a lot of work to be done. Work that will require us to continue calling on our grit, our determination, and our commitment.

We see a strong supportive macroeconomic demand environment, and we are now facing increased demands for Canadian resources as a result of the war in Ukraine. The world has never needed these resources and an efficient transportation system to deliver them more than it does today. We already see the momentum building, which I fully expect to carry through the remainder of 2022. I've never been more excited about the future of this iconic company. We will continue to develop and invest in our people and our railroad this year to make a positive impact for our employees, our customers, our shareholders, and the communities we operate in and through. Through it all, our railroaders remain the foundation of our success in every single part of our business. I'm extremely proud to lead this historic and dynamic company powered by the best railroaders in the world. Thank you.

Jeff Ellis
Chief Legal Officer and Corporate Secretary, Canadian Pacific

Thank you again for participating in today's meeting. For the Q&A session, we appreciate and look forward to addressing your questions. We also want to remind you that our analyst call for Q1 2022 is this afternoon at 2:30 P.M. Mountain Time, 4:30 P.M. Eastern Time. Madam Chair, Mr. Creel, there are no further questions.

Isabelle Courville
Chair of the Board of Directors, Canadian Pacific

Thank you, Jeff. Ladies and gentlemen, that concludes the Q&A session. On behalf of CP, I would like to thank each of you for attending this virtual annual and special shareholder meeting. We look forward to seeing you next year, hopefully in person.

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