The Nominees for Management Change

February 6, 2012

Pershing Square Capital Management, L.P.

Disclaimer and Forward Looking Statements

The information contained in this presentation (Information) is based on publicly available information about Canadian Pacific Railway Limited (CP or the Company), which has not been independently verified by Pershing Square Capital Management, L.P. ("Pershing Square"). Pershing Square recognizes that there may be confidential or otherwise non-public information in the possession of CP or others that could lead CP or others to disagree with Pershing Squares conclusions. This presentation and the Information is not a recommendation or solicitation to buy or sell any securities. The analyses provided may include certain forward-looking statements, estimates and projections prepared with respect to, among other things, general economic and market conditions, changes in management, changes in Board composition, actions of CP and its subsidiaries or competitors, the ability to implement business strategies and plans and pursue business opportunities and conditions in the railway and transportation industries. Such forward-looking statements, estimates, and projections reflect various assumptions by Pershing Square concerning anticipated results that are inherently subject to significant uncertainties and contingencies and have been included solely for illustrative purposes, including those risks and uncertainties detailed in the continuous disclosure and other filings of CP and its subsidiary Canadian Pacific Railway Company with applicable Canadian securities commissions, copies of which are available on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com. No representations, express or implied, are made as to the accuracy or completeness of such forward-looking statements, estimates or projections or with respect to any other materials herein. Actual results may vary materially from the estimates and projected results contained herein. Funds managed by Pershing Square and its affiliates have invested in common shares of CP. Pershing Square manages funds that are in the business of trading buying and selling securities and financial instruments. It is possible that there will be developments in the future that cause Pershing Square to change its position regarding CP. Pershing Square may buy, sell, cover or otherwise change the form of its investment in CP for any reason. Pershing Square hereby disclaims any duty to provide any updates or changes to the analyses contained herein including, without limitation, the manner or type of any Pershing Square investment. The Information does not purport to include all information that may be material with respect to CP, Pershing Squares proposed slate of directors, E. Hunter Harrison or any other matter. Thus, shareholders and others should conduct their own independent investigation and analysis of CP, the proposed slate of directors, E. Hunter Harrison and the Information. Except where otherwise indicated, the Information speaks as of the date hereof. All references to dollars are to Canadian currency unless otherwise stated.

Legal Notice
This solicitation is being made by Pershing Square, and by Pershing Square, L.P., Pershing Square II, L.P. and Pershing Square International, Ltd. (excluding Pershing Square, collectively, the "Pershing Square Funds"), and not by or on behalf of the management of CP. The address of CP is Suite 500, 401 - 9th Avenue S.W., Calgary, Alberta T2P 4Z4. Pershing Square has filed an information circular dated January 24, 2012 (the Pershing Square Circular) containing the information in respect of its proposed nominees. The Pershing Square Circular is available on CPs company profile on SEDAR at http://www.sedar.com and at www.cprising.ca. Proxies for CP shareholders meeting may be solicited by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Pershing Square who will not be specifically remunerated therefor. Pershing Square may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian laws. Pershing Square may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of Pershing Square and the Pershing Square Funds. Pershing Square has entered into an agreement with Kingsdale Shareholder Services Inc. (Kingsdale) pursuant to which Kingsdale has agreed that it will act as Pershing Squares proxy agent should Pershing Square commence a formal solicitation of proxies. Pursuant to this agreement Kingsdale would receive a fee of $100,000, plus an additional fee of $6.00 for each telephone call to or from CP shareholders. In addition, Kingsdale may be entitled to a success fee on the successful completion of Pershing Squares solicitation, as determined by Pershing Square in consultation with Kingsdale. All costs incurred for the solicitation will be borne by the Pershing Square Funds. A registered holder of common shares of CP that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by Pershing Square, or as otherwise provided in the proxy circular, once made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or his or her authorized attorney: (i) at the registered office of CP at any time up to and including the last business day preceding the shareholders meeting, or (ii) with the chairman of the meeting prior to its commencement; or (c) in any other manner permitted by law. A non-registered holder of common shares of CP will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. Neither Pershing Square, the Pershing Square Funds, nor any of their managing members, directors or officers, or any associates or affiliates of the foregoing, nor any of Pershing Squares nominees for the Board of Directors of CP, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of CPs most recently completed financial year or in any proposed transaction that has materially affected or would materially affect CP or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the upcoming meeting of CP shareholders, other than the election of directors.

Introduction to Pershing Square

Pershing Square manages approximately $11 billion in capital
We are a concentrated, research-intensive, value fund
We seek to invest in high-quality businesses, often with a

catalyst to unlock value

Our holding period for our active investments averages

about 4 years (which is approximately half of our eight-year history)

Canadian Pacific is our second largest investment
We currently own 14.2% of the company, representing ~16%

of our funds

We are Long-term Shareholders Seeking Better Management and Governance at CP

We are not seeking:
- A sale or change of control or a financial engineering transaction

We are seeking Board and management change to enhance the long-term performance and competitive position of the company Pershing Square has a track record of active, long-term value creation

J.C. Penney Case Study

JCP Share Price (July 2010 to Current) $45
JCP reveals new transformational strategy

$40
Pershing Files 13D

Invited to Join Board (2 Seats)(1)

Ron Johnson starts at JCP

$35

$30
JCP announces hiring of new CEO Ron Johnson Pershing acquires $0.4bn of JCP Pershing acquires $1.0bn of JCP

$25

$20

$15 Jul 2010

Sep 2010

Nov 2010

Jan 2011

Mar 2011

May 2011

Jul 2011

Sep 2011

Nov 2011

Jan 2012

________________________________________________

(1)

J.C. Penney offered Board seats to Bill Ackman of Pershing Square and Steve Roth of Vornado Realty Trust; Pershing Square and Vornado acted in concert in acquiring this position.

What is This Proxy Contest Really About?

If CP had no CEO, and it could hire any executive to run the company, whom would you choose?

Fred Green 30 year CP veteran First time CEO

Hunter Harrison CEO of the Year Railroader of the Year Railroad legend

What is This Proxy Contest Really About?

Who is more likely to lead CP to its maximum potential (whatever that potential may be)?

The Questions to Ask are:

Are you satisfied with CPs performance over the last 5 years of Fred Greens leadership?

Are you satisfied with the Boards stewardship of CP over the last ten years?

What Can Shareholders Do About This?

If you prefer Hunter Harrison and a Board with fresh perspectives

Vote for the Nominees for Management Change (NMC)

The Nominees for Management Change

Three independent Canadian business leaders(1)
Gary F. Colter (66)
Founder of CRS (corporate restructuring, strategic and management consulting firm),

former Vice Chair of KPMG Canada, director of CIBC, Owens Illinois, Core-Mark, former director of Viterra
Restructuring / accounting background, relevant Board experience

Rebecca MacDonald (58)

Founder and Executive Chairman of Just Energy Group Inc. (independent marketer of

deregulated gas and electricity), previously founded Energy Marketing

Entrepreneur, owner-manager, shareholder-value orientation

Dr. Anthony R. Melman (64)

Chairman and CEO of Nevele Inc., provider of strategic business and financial

services, former Managing Director of Onex Corporation

Strategic transformation, financial acumen
________________________________________________

10

(1)

Independent of Canadian Pacific and Pershing Square Capital Management.

The Nominees for Management Change (continued)

Proportionate shareholder representation for Pershing Square
Bill Ackman (45)
Founder and CEO of Pershing Square Capital Management, director of J. C. Penney

(NYSE: JCP), Chairman of the Board of Howard Hughes (NYSE: HHC), director of Justice Holdings (LSE: JUSH)
Largest shareholder, shareholder value orientation, investment management expertise

Paul Hilal (45)

Partner at Pershing Square Capital Management, former Chairman of the Board and

Interim Chief Executive Officer of Worldtalk Communications Corporation, former director of Ceridian Corporation
Pershing Squares railroad industry expert, largest shareholder, shareholder value

orientation, investment management expertise, investment banking / M&A expertise

11

What Does a Vote for the NMC Mean?

What does a vote for the NMC mean? - Support for management change

- Valuable skills and new perspectives for the Board

- Three independent Canadian directors and Board representation for a major shareholder What a vote for the NMC does NOT mean: - Not a change of control; NMC will be five of 13 or 15 directors - Pershing Square would have two of 13 or 15 Board seats (proportionate to ownership)

- The entire, refreshed Board will make the CEO hiring decision
We are confident that with a shareholder mandate, the Board will make the right CEO decision
12

What is the economic opportunity?

13

70% the Railroad, 40% the Market Value

Canadian Pacific is 70% the size of Canadian National, yet has an enterprise value 40% as large, due to its inferior profitability and asset utilization
Canadian Pacific As of Sept. 22, 2011 Market Capitalization Enterprise Value(1) Summary Financials (2011) Miles of Road (as of 2010) Revenue Ton Miles Revenues EBIT % Margin Net Income % Margin 14,785 129,059 $5.2bn $1.0bn 19% $0.6bn 11% 14,785 129,059 $5.2bn $1.0bn 19% $0.6bn 11% 20,560 187,753 $9.0bn $3.3bn 37% $2.5bn 27% Size: ~70% $7.9bn $13.0bn As of Feb. 3, 2012 $12.5bn $18.3bn Canadian National As of Feb. 3, 2012 $35.8bn $42.2bn EV: ~40%

70% of Size 40% of Enterprise Value Large Value Creation Opportunity

________________________________________________

Source: Company filings. Bloomberg. Market Capitalization and Enterprise Value for CP shown as of September 22, 2011 (prior to Pershing Squares accumulation) and February 3, 2012 (current). (1) Enterprise Value includes 12/31/10 pension liability balances. Current pension deficits have likely grown materially for both CP and CN given changes in interest rates.

14

How Does One Choose Between the NMC or the Current Board?

Compare the track record, background and experience of Fred Green and the current Board

with the track record of Hunter Harrison and the potential contribution of the NMC

15

Fred Greens Track Record

CPs Stock Price Performance has been Poor

Under Fred Greens stewardship, CPs total return to shareholders (including dividends) has been negative 18% while peers generated strong returns
Rail Share Prices (May 5, 2006 through Sept 22, 2011)
200 200

175

175

Share Price (Indexed to 100)

150

150

125

125

100

100

75

75

50 May 2006

50 Nov 2006 May 2007 Nov 2007 May 2008 CP Nov 2008 May 2009 Nov 2009 May 2010 Nov 2010 May 2011 Average of Competitors

CP Total Shareholder Return

________________________________________________

NSC 22%
17

CNR 37%

CSX 65%

KSU 77%

UNP 93%

-18%

Source: Bloomberg. All data from May 5, 2006 (date upon which Fred Green became CPs CEO) through September 22, 2011 (prior to Pershing Squares accumulation). Total return assumes dividends reinvested. Does not normalize exchange rate movements; impact is negligible.

CPs Operating Ratio Remains Stubbornly High

CP has the worst OR in the industry; its closest comp has the best
Operating Ratio by Year
95%
CP CNR NSC CSX UNP KSU

90% 85% 80% 75% 70% 65% 60% 2005 2006 2007 2008 2009 2010 2011

Rank Amongst Class I Rails

#3

#3

#3

#6

#5

#6

#6

U.S. rails reset legacy contracts

________________________________________________

18

Source: Company filings.

The Pricing Myth: CP Commands Lower Pricing

CPs pricing deficit vs. CN has persisted and remains substantial
Revenue per RTM (CP vs. CN)
20.0% 15.0% 10.0% 5.0% (5.0%) (10.0%) (15.0%) (20.0%)

Fred Green appointed CEO

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

Freight Revenue per RTM

Total Revenue per RTM

________________________________________________

19

Source: Company filings.

Across Nearly All Freight Types

CPs pricing is lower than CNs for most freight types, suggesting a less compelling freight offering
Revenue per RTM - 2011 (cents)
20.00 Canadian Pacific Canadian National 16.00

12.00

CPs longer hauls naturally command lower prices, but service quality has been a factor

8.00

4.00

Grain and Sulphur & Fertilizers Coal Forest Products Industrial & Consumer Products Automotive Intermodal Total

Price Differential % of Total RTMs

________________________________________________

-7% 41%

-15% 16%

-12% 4%
20

-10% 19%

-15% 2%

+17% 19%

-9%

Source: Company filings.

But Haul-Adjusted, the Deficit is Modest

Unit Pricing vs. Length of Haul (2011)
6.00 NSC 5.50

Revenue per RTM (cents)

CSX 5.00 CNR 4.50

4.00

CP UNP

3.50

3.00 20 25 30 35 40 45 50 55 60 65

Length of Haul - 1000 RTMs per Carload

The problem is not principally pricing

________________________________________________

21

Source: Company filings. Excludes Kansas City Southern due to the short-haul nature of its traffic mix.

Issue #1: Poor Yield Growth is Troubling

CPs revenue yield lags CNs given its inferior service levels

Yield Growth 18.0% 15.0%

Revenue per RTM Growth

12.0% 9.0% 6.0% 3.0% 0.0% -3.0% 6 Year (2005-11)

CP

CN CN CP (2008PF-11) 3 Year

Efficient & Disciplined Operations Improved Service Volume / Pricing

________________________________________________

22

Source: Company filings.

Issue #2: as is Continued Share Loss

CP has lost market share to CN, particularly in service sensitive and transient Intermodal, due to inferior service and operational issues
60%

CP (Intermodal)

CN (Intermodal)

Market Share (% of Total RTMs)

50%

40%

30%

20%

10%

0% 2005 2006
39.8%

2007
41.3%

2008
42.4% 40.9% 23

2009
40.4% 38.6%

2010
41.4% 39.8%

2011
40.7% 39.2%

CPs Total Market Share

Est. Excl. DM&E(1)

41.1%

________________________________________________

Source: Company filings. (1) Excludes DM&E RTMs as of 2008. DM&E RTMs, largely concentrated in grain and industrial products / energy, have likely grown; this may understate CPs share loss excluding DM&E.

CP has lost ~200bps to CN (excl. DM&E)

Issue #3: CPs Unit OpEx Disadvantage has Grown

CPs unit costs are substantially higher than CNs, despite longer average hauls and a greater bulk / unit train mix
Operating Expenses per RTM (CP vs. CN)
10.0% 7.5% 5.0% 2.5% (2.5%) (5.0%) (7.5%) (10.0%)
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

Fred Green appointed CEO

CPs longer hauls and bulk / unit train mix should give CP a LOWER unit cost profile than CN

Operating Expense (excl. Fuel) per RTM

Operating Expense per RTM

________________________________________________

24

Source: Company filings.

CPs Unit Costs have Grown Far More Rapidly

CPs efficiency & cost control dramatically lag its already best-in-class competitor
Unit Cost Growth 12.0% 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% -2.0% 6 Year (2005-11)

Opex, excl. Fuel per RTM Growth

CP CN CP CN
3 Year (2008PF-11)

Many stakeholders commented that CN was generally more aggressive than CP in pursuing financial objectives, including cost cutting and other efficiency measures Rail Freight Service Review, January 2011
________________________________________________

25

Source: Company filings.

Yet Longer Hauls Should Confer a Cost Advantage to CP

Unit Costs vs. Length of Haul (2011)
4.50 NSC 4.00

Operating Expense per RTM (cents)

3.50

CSX CP

3.00

CNR

2.50

UNP

2.00 20 25 30 35 40 45 50 55 60 65

Length of Haul - 1000 RTMs per Carload

CPs longer hauls and bulk / unit train mix should give CP a much lower unit cost profile than current levels
________________________________________________

26

Source: Company filings. Excludes Kansas City Southern due to the short-haul nature of its traffic mix.

Issue #4: Asset Utilization is Poor

2005 CP / CN GTMs Freight Cars 71% 55%

2010 CP / CN 71% 80% 71% of the volumes But, 80% of the freight cars 93% of the locomotives

Locomotives

81%

93%

Asset utilization deteriorating vs. best-in-class peer

Poor asset utilization unnecessary capex & increased opex

________________________________________________

27

Source: Company filings.

and Management is Making the Problem Worse

Poor Asset Utilization: Locomotive utilization 23% lower than CNs as of 2010

[CP] doesn't need more locomotives. [CP] already has one of the best fleets that I've ever seen in my travels whether as a consultant or a prior executive. - Ed Harris, June 2010

CPs MYP includes: - 91 new locomotives in 2011 / Q1 2012 - $500mm of capex for new and remanufactured locomotives from 2011-14

28

The Result: CP's EBIT Margin Deficit Persists

Cost control and asset utilization differences have led to a large and growing margin deficit
EBIT Margins
40%

30%

20%

10%

0% 2000
Margin Deficit -7.5%

2001
-9.1%

2002
-7.6%

2003
-10.3%

2004
-13.0%
CP

2005
-12.9%

2006
-14.6%

2007
-12.0%
CN

2008
-13.5%

2009
-15.0%

2010
-14.0%

2011
-17.8%

________________________________________________

29

Source: Company filings.

CPs ROIC is Low and Lags CNs

CPs low profitability and poor asset utilization result in low returns on invested capital
Return on Invested Capital
12%

9%

6%

3%

0% 2000 2001 2002 2003

CP

2004

2005

2006
CN

2007

2008

2009

2010

2011

________________________________________________

30

Source: Bloomberg.

CPs Cash Margin is Low and Dramatically Lags CNs

CPs inferior operating margins lead to lower cash flows and underinvestment in CapEx, driving long-term share loss
EBITDA - Capex Margins
40%

30%

20%

10%

Reported EBITDA Capex overstated due to underinvestment

0% 2000 2001 2002
CP

2003

2004
CN

2005

2006

2007

2008

2009

2010

2011

CP (at CN CapEx levels)

________________________________________________

31

Source: Company filings.

CP has Generated NO Net Cash Over 6 Years

Poor operating margins and pension mismanagement have led to negative cash flow over the last 6 years
Cumulative Cash Flows, $bn (2006-2011)
$7 $6 $5 $4 $3 $2 $1 $0 -$1 -$2 Cash from Operations (excl. Pension Funding in Excess of Expense) $6.8bn Pension Funding in Excess of Expense -$2.1bn DM&E Acquisition -$1.5bn

Capital Expenditures -$5.0bn

Cash Flow
-$0.2bn

________________________________________________

32

Source: Company filings.

Underinvestment Further Erodes Prospects

Lower profitability limits CPs capital investment, particularly during recessions, further eroding efficiency and its competitive position
Capex per GTM
5.0

Underinvesting during recession when steel prices, crew costs, and opportunity costs of closing track are lowest

4.0

Capex per GTM (thousands)

3.0

2.0

1.0

6 Year ('06-'11) Canadian Pacific

________________________________________________

3 Year ('08-'10) - Recession Canadian National U.S. Class I Average

33

Source: Company filings.

DM&E Acquisition was a Mistake

High valuation $1.5bn + $300mm of capex deficiency = 18x EBIT of ~$100mm - What was the return to shareholders on this capital?
-

No compelling strategic rationale

-

Extremely expensive option to be the 3rd rail carrier in PRB

Irresponsible financing
-

Excess leverage forced equity raise at market bottom

Diverted capital and management focus away from core franchise and necessary operational improvements Reputedly a poison pill to fend off financial and strategic acquirers OR at time of acquisition was ~70%; should have been margin accretive
34

Buy High, Sell Low

Low Profitability & Cash Flow
$100

Excess Leverage & Pension Mismanagement

CP - Stock Price
DM&E acquired, with leverage

Shareholder Dilution

Buyout inquiry

$75

$50

$25

2006: Repurchased 5.0mm shares at $57.28 ($286mm)

2007: Repurchased 3.2mm shares at $71.99 ($231mm)

Feb 2009: Issued 12.6mm shares at $36.75 ($511mm)

$0 2006

2007

2008

2009

2010

2011

Total repurchases of $517mm for 8.2mm shares at $63.03 Total issuances of $511mm or 12.6mm shares at $36.75 While CP issued shares during the recession, responsible capital management allowed other rails to opportunistically repurchase shares at depressed prices
35

Performance Summary: Poor

Poor operating performance
- Worst operating margins in industry; closest comp has the best
- Revenue lagging, continued market share losses - Cost inefficiency substantial - Poor asset utilization - No cash flow generation

Poor strategic decisions

- DM&E acquisition: expensive, poorly financed, diverted capital and

attention from core franchise, poison pill

Balance sheet mismanagement

- Excess leverage and pension mismanagement - Share buybacks / issuances dilutive
36

Underlying Drivers

Poor Asset Utilization: Lower Car Utilization

Car Miles per Day (2010)

250

200

32%
150

100

CN CP

50

________________________________________________

38

Source: 2010 company filings.

Lower Car Utilization

Car Turns per Year (2010)

40

23%
30

20

CP
10 0

CN

________________________________________________

39

Source: 2010 company filings.

Lower Locomotive Utilization

GTMs per Locomotive - millions (2010)

200

23%
160

120

80

CP

CN

40

________________________________________________

40

Source: 2010 company filings.

Shorter Trains

Cars per Train (2010)

100

23%
80

60

40

CP

CN

20

________________________________________________

41

Source: 2010 company filings.

Higher Fuel Consumption

Gallons of Locomotive Fuel per 1,000 GTMs (2010)

1.25

12%

1.00

0.75

0.50

CP

CN

0.25

0.00

________________________________________________

42

Source: 2010 company filings.

Poor Fluidity: Slower Trains

Average Train Speed, mph (2010)

30

19%
25 20 15 10 5 0

CP

CN

________________________________________________

43

Source: 2010 company filings.

Less Efficient Yard Operations

Terminal Dwell, hours (2010)

25

20

29%

15

10

CP

CN

________________________________________________

44

Source: 2010 company filings.

Less Efficient Yard Operations

Yard Switch Hours per Carload (2010)

0.2

0.15

80%

0.1

CP CN

0.05

________________________________________________

45

Source: 2010 company filings.

Labour Mismanagement: Lower Employee Productivity

Carloads per Employee (2010)

250

200

19%

150

100

CP

CN

50

________________________________________________

Source: 2010 company filings. For comparability, based on Average Number of Active Employees Total for CP and Employees (Average for the Period) for CN.

46

Poor Service Quality: Longer Transit Times

CPs freight service is less timely than CNs
Transit Time
12.0 11.1

Average Transit Time per Mile (Minutes)... .

9.0 7.3 6.5 6.0 5.9

3.0

2.9

2.5

0.0

Bulk / Grain CP
________________________________________________

Carload / Merchandise CN
47

Intermodal

Source: Analysis of Railway Fulfillment of Shipper Demand and Transit Times, QGI Consulting, March 2010.

Less Reliable Transit Times

CPs freight service is less reliable than CNs
Transit Time Variability (1)
40% 34% 30% 30% 31%

Transit Time (Hours)....

25% 20% 20%

19%

10%

0%

Bulk / Grain

Carload / Merchandise CP CN

Intermodal

________________________________________________

Source: Analysis of Railway Fulfillment of Shipper Demand and Transit Times, QGI Consulting, March 2010. 48 (1) See pages 16 and 17 of the QGI report for an explanation of the measurement framework. For example, if transit time was 100 hours and the standard deviation was 20 hours, the coefficient of variation would be 20 percent. A lower coefficient of variation reflects a more consistent transit time.

Car Supply is Less Reliable

CPs car supply fulfillment is less reliable than CNs
Car Supply Performance
100%
97% 98% 86%

75%

73%

% Order Fulfillment

50%

25%

0%

Bulk / Grain CP
________________________________________________

Merchandise CN
49

Source: Analysis of Railway Fulfillment of Shipper Demand and Transit Times, QGI Consulting, March 2010.

CP Suffers from Vicious Cycle

Less Efficient and Less Disciplined Operations

Diminished Investment and Balance Sheet Flexibility

Poor Discipline Poor Complacent Stewardship by Culture Board & CEO

Lesser Service, Lower Yield, Lost Share

Less Cash Flow, Poor Returns on Capital

Cost Inefficiency, Poor Asset Utilization, Poor Operating Margins

50

What is CPs Detailed Plan?

What is CPs Detailed Plan

Current Multi-Year Plan (MYP) is not Fred Greens first plan CP has had at least 10 distinct plans / initiatives during Greens tenure Many aspects of the current Detailed Plan are previous initiatives rebranded as MYP Greens most recent MYP projections (as of 1/30/2012) are driven by substantially increased volume expectations

52

That Depends on When You Ask

June 2011 Detailed Plan Driven by various productivity and efficiency initiatives Assumed 2-3% volume growth Three big initiatives of asset velocity, structural costs and the long train principles; I would say those are the three great building blocks that capture some pretty substantial course of what we're doing.

Current Detailed Plan New forecast; now driven by materially above-consensus volume expectations Assumes ~5% volume growth Volume growth drives ~3/4 of expected net OR improvement Revenue growth is integral to achieving lower OR and is dependent on maintaining strong personal relationships with customers.

53

The June 2011 Detailed Plan

Financial Projections for CPs June 2011 Detailed Plan

________________________________________________

54

Source: CP Analyst Day, June 2011.

Last Weeks Detailed Plan

Financial Projections for CPs Current Detailed Plan

Limited Productivity Expectations

________________________________________________

55

Source: Fred Greens Update to Employees, January 30, 2012.

Another Detailed Plan Will the Results Differ?

Canadian Pacific Operating Ratio

1999
78%

2000
77%

2001
78%

2002
77%

2003
80%

2004
80%

2005
78%

2006
76%

2007
76%

2008
79%

2009
82%

2010
78%

2011
81%

Integrated Operating Plan (IOP), Scheduled Railroad (May 1999 - Current) Numerous IT Initiatives (MultiRail, Service Excellence Suite, TYES, TRIEX, SAP, Shipment Suite, Engineering Excellence, TrAM, Others) Western Capacity Exp. (04-05+) Execution Excellence (EE) (05-07) Execution Excellence for Efficiency (E3) (08-10) Long Train Strategy (Pre-2008+) Grouped IOP and Yield teams into Strategy & Yield (2008+) Railway of the Future (08-09) Restructured commercial org. Marketing, Sales, Customer Services (09+) Driving the Digital Railway (2010+) Organizational reorg., fewer layers / oper. regions (10+) Many former initiatives rebranded as MYP
________________________________________________

- Lots of plans and initiatives - No results

Reducing structural costs: offices, loco / freight repair (10+) First Mile Last Mile (2010+) Multi-Year Plan (MYP) (2011+)

56

Source: Annual reports, CP investor books.

Five Years of Promises and Claims of Progress

57

November 2005
I expect our team to gain traction on expense reduction and drive step-change productivity improvements across the property I believe this franchise has more to deliver. Im not satisfied with our operating ratio [2006 target was ~75% OR], and Im raising the bar on Execution Excellence as a vehicle to drive accelerated improvements. - Fred Green, Analyst Day

58

November 2006*
It all brings me back to my key message; through Execution Excellence we are transforming this railway into a highly efficient business. The more we do, the more we learn, and the more potential we are seeing. - Fred Green, Analyst Day

59

November 2006
I told you we had a value creation strategy that works. It's delivering results, and we expect our success to continue.
- Fred Green, Analyst Day

60

April 2007
Our focus on network fluidity and Execution Excellence have transformed CP into a more resilient railway, better able to manage through and recover from uncontrollable events. - Fred Green, Q1 2007 Earnings Call

61

November 2008*
We have a series of Vice Presidents who have sat right in front of Kathryn and I and stared us in the eyeballs and told us how they're going to deliver the types of improvements that Brock referred to. And because of that level of attack, level of effort, and that level of commitment, we're able to sit here today and say that we've got a program [Execution Excellence for Efficiency or E3] that over the next couple of years, is another C$100 million.
- Fred Green, Analyst Day
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October 2009
Our long-train strategy continues to support our cost management efforts and our success is being reflected in key metrics. - Fred Green, Q3 2009 Earnings Call

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October 2009
We said wed do $100 million in variable costs, and we are clearly going to do that. We also said we were going to attack the structural costs. We didn't know exactly how big it was, but that we thought it was probably at least as big as the variable cost component, but it would take a couple of years to deliver thatdirectionally, everything is consistent with our expectations in that regard. - Fred Green, Q3 2009 Earnings Call

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January 2010*
Looking at 2010, you can expect more of the same from CP, emphasis on cost management, productivity and the realization of longer-term structural savings. - Fred Green, Q4 2009 Earnings Call

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June 2010
I would anticipate that we are going to find one or two a year [required sidings to lengthen], where the next bottleneck arises and that's just normal stufffor the most part, the good news is we've done a lot of the stuff in the expensive mountain siding expansions.

- Fred Green, Analyst Day

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The Results?

67

Fred Greens Results (2006 2011)

EBIT down 1% Excluding DM&E, EBIT down ~10% Operating Ratio up 360bps Total return to shareholders including dividends: negative 18%(1)

________________________________________________

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(1)

Represents total return to shareholders, assuming dividends reinvested. Returns from May 5, 2006 (date upon which Fred Green became CPs CEO) through September 22, 2011 (prior to Pershing Squares accumulation).

Detailed Plans, Claims of Progress, No Results

CP has had at least 10 distinct plans / initiatives during Greens tenure Green has promised hundreds of millions in efficiency gains, variable cost reductions, and fixed / structural cost reductions Green has cited substantial progress on these initiatives and yet there has been no evidence of any improvement

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The Boards Track Record

What are the Boards Primary Responsibilities?

1. Hire the best CEO and executive management team

2. Set proper performance targets and incentives and compensate appropriately

3. Monitor and review performance and strategy 4. Hold management accountable for execution

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The Board Chose the Wrong CEO and Will Not Consider Alternatives

Worst performing railroad

Board is unanimous in its support of current CEO

Board wouldnt even meet Hunter Harrison

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Has the Board Successfully Managed Executive Ranks?

Head of Operations (COO or Equivalent)
Brock Winter (SVP, Ops)
May 2006 June 2007

Kathryn McQuade (EVP, COO)

June 2007 Sept 2008

Brock Winter (SVP, Ops)

Sept 2008 April 2010

Edmond Harris (EVP, COO)

April 2010 April 2011

Mike Franczak (EVP, Ops)

April 2011 Present

Head of Finance (CFO or Equivalent)

Brian Grassby (Acting CFO)
April 2006 Oct 2006

Michael Lambert (EVP, CFO)

Oct 2006 Sept 2008

Kathryn McQuade (EVP, CFO)

Sept 2008 Present

Instability in key roles, particularly operations, hampers performance

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Has the Board Set Proper Targets and Compensation?

Fred Green's Performance Worst operating performance in the industry EBIT has declined ~10% excluding DM&E Negative cash flow

Fred Greens Targets Yet, Fred Green deemed to have met 17 of 18 individual performance objectives set by the Board Only one missed objective: financial targets in 2008

Financial targets for Green were eliminated after 2008

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Has the Board Set Proper Targets and Compensation?

Fred Greens "Value" to Shareholders Negative 18% total return to shareholders, including dividends, over tenure(1) $1.8bn of shareholder value destroyed(1)

Fred Greens Compensation Fred Green has been paid $27mm from 2006 2010

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(1)

Returns from May 5, 2006 (date upon which Fred Green became CPs CEO) through September 22, 2011 (prior to Pershing Squares accumulation). Total return to shareholders includes dividends, assumed to be reinvested.

Has the Board Set Proper Targets and Compensation?

Performance targets are lowered in the face of underperformance
2009 Performance Share Units Targets

2010 Performance Share Units Targets

Reduced ROCE targets ~200bps

________________________________________________

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Source: CP Proxy Circular, May 2011.

Has the Board Set Proper Targets and Compensation?

CPs performance targets are meaningfully lower than CNs
CPs 2010 Performance Share Units Targets

CNs 2010 Restricted Share Units Targets

CPs measure is pre-tax, CNs measure is after-tax

________________________________________________

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Source: CP Proxy Circular, May 2011. CN Proxy Circular, April 2011.

Has the Board Set Proper Targets and Compensation?

The cost of management ratio has doubled

________________________________________________

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Source: CP Proxy Circular, May 2011.

Has the Board Held Management Accountable?

CEO Responsibilities
Attract, Develop & Retain Strong Management Team

Performance
- Questionable hires / roles - Five COOs in 5 years, Three CFOs in 5 years

Maximize Operating Performance - Worst OR in industry; far worse than closest competitor - Poor asset utilization, ROIC, cash flow - Lower reliability, losing market share Drive Strategic Direction Capital Allocation & Balance Sheet Management - Underinvestment vs. peers - Disastrous DM&E acquisition - Weakened balance sheet, including pension mismanagement - Inopportune equity repurchases / issuances

The stock price reflects value destruction over the past ~5.5 years
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What Does the Board Need?

Railroad expertise
- Added only after Pershing Squares involvement,

despite significant operating underperformance

Shareholder representation
Restructuring expertise Entrepreneurial culture Culture of equity ownership and shareholder value creation
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What Should CP Do?

Hire the Ideal CEO for this Unique Challenge

Repeated success transforming railroads into best-in-class operators Proven success driving operational and cultural change Extensive CEO-level experience in Canadian rail industry An executive who has studied CP for over a decade Strong record developing executives Consistently delivering industry-leading results, not excuses

Strongly supported by shareholders

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Who is the best CEO alternative for CP?

83

Hunter Harrison

Led operational and cultural transformations at two underperforming railroads, including one in Canada. Drove unprecedented performance, far ahead of peers

84

Hunter Harrison

Hunter's experience gives him a unique and massive head start in the transformation of Canadian Pacific

85

Illinois Central - Case Study

Hunter Harrison led ICs transformation into the best operating railroad in the industry, ~2,000bps ahead of the competition
Pioneered and implemented Precision Scheduled Railroading EBIT increased 2.8x
Operating Ratio by Year 80%

OR improved 1,700bps from 80% in 1989 to 63% in 1997

- Massive operating improvement despite

75%

price decreases prevailing at IC and within industry at the time

- Dramatic reduction in asset intensity, with

70%

29% reduction in locomotives and 10% reduction in rolling stock, despite growing volumes Bought by CN: 450% return to equity holders
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65%

60%
1989 1990 1991 1992 1993 1994 1995 1996 1997

Canadian National - Case Study

Hunter Harrison led CNs operational and cultural transformation into the best operating railroad in the industry
Operational / cultural transformation and implementation of Precision Scheduled Railroading EBIT increased 2.6x OR improved 1,100bps from 78% in 1997 to 67% in 2009
- As low as 62% OR in 2006 (1,600bps) - $3bn of acquisitions (at high 70%s OR),
70% Operating Ratio by Year 80%

75%

integrating and transforming these rails, leading to flattish ORs in high 60%s in the early 2000s
- Not capital intensive capex = 17% of rev.

65%

Total return to shareholders of 350%

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60%
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

Hunter Harrison

Hunter is an Experienced
Culture Change Agent

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Change Will Drive Virtuous Cycle of Improvement

More Efficient and Disciplined Operations

Enhanced Investment, Strengthened Balance Sheet

Refreshed Board Best-in-Class Executive Culture Transformation

Improved Service, Higher Revenue Growth

More Cash Flow, Increased Returns on Capital

Improved Cost Efficiency, Asset Utilization, Operating Margins

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Change Will Drive Enormous Value Creation

Assuming a mid-60% OR by year 4 (2015), CPs intrinsic value could be ~$140 per share in three years (12/31/2014)
Year 4 (2015) Earnings per Share Revenue Growth, p.a. (2012 - 2015) 4% 6% 8% 69% $7.95 $8.68 $9.45 67% $8.56 $9.34 $10.16 65% $9.19 $10.01 $10.88 63% $9.82 $10.69 $11.61 61% $10.45 $11.37 $12.34

Year 4 (2015) Operating Ratio %

Intrinsic Value at Year 3 (12/31/2014) assuming 14x NTM Earnings Revenue Growth, p.a. (2012 - 2015) 4% 6% 8% 69% $111.25 $121.48 $132.30 Year 4 (2015) 67% $119.90 $130.79 $142.30 Operating 65% $128.63 $140.18 $152.38 Ratio % 63% $137.44 $149.64 $162.55 61% $146.32 $159.19 $172.80
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CPs Board would not even interview Hunter Harrison

We now have the opportunity to do so ourselves

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Appendix: CPs Potential

A Look Back at Operating Margins

Hunter Harrison Joins CN
90% CP 85% CN

Operating Ratio by Year

80%

75%

70%

65%

60% 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

Is it possible that CP has always been efficient while CN (and every other U.S. Class I rail) improved margins massively?
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Each Rail has Advantages and Disadvantages

While each Class I rail has specific characteristics, these differences do not explain CPs massive operating profit deficit
CP vs. CN Potential Advantages - Most direct route through the Rockies (100-miles shorter) - Strong franchise, bulk / unit train mix, longer hauls Potential Disadvantages - Steeper Rockies grade - Fewer sidings / double track - Lack of Prince Rupert & Halifax access

- Bakken and ethanol access

- Unencumbered by low density eastern Canada lines

- Less Alberta access

- Low density of U.S. lines

Earlier in his tenure, Fred Green privately told numerous investors that CPs structural disadvantage vs. CN was benchmarked at ~200-300 bps
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Each Rail has Advantages and Disadvantages

While each Class I rail has specific characteristics, these differences do not explain CPs massive operating profit deficit
CP vs. U.S. Class I Rails Potential Advantages - Canadas natural resource economy is levered to emerging market growth - Nationalized healthcare and lower payroll taxes reduce operating expenses Potential Disadvantages - Northern weather conditions reduce efficiency in winter months - Final Offer Arbitration regulatory process potentially more uncertain

- Less network complexity

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An Operating Ratio of Mid-60%s is Achievable

CP enjoys an attractive franchise structurally capable of a 65% OR with a proper operating plan and disciplined execution

Over the long-term, the operating ratio is a function of structural business factors, not profit levels at any given time Top down analysis: CN going to low 60%s and U.S. Class I Rails to ~65% - What are CPs structural advantages and disadvantages vs. peers? 2 for 2 success rate: Hunter has transformed both IC and CN to mid / low 60%s ORs
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A Mid-60%s OR is Achievable in Four Years

Hunters third turnaround, 47 years of experience, 12 more than when joining CN and 21 more than when joining IC
-

Apply the many successful practices, learn and adapt from mistakes

Pace of similar OR improvement at IC and CN was slowed by a declining price environment (IC) and integration of lower margin acquisitions (CN) Decade-plus of experience with CP, Canada, and competitive landscape
-

Customers, terrain / routes, labour, regulations (FOA, interswitching)

Operating plan is proven and successful, similar best operating practices are already in place and producing results for CPs competitor
-

Adoption of concepts by employees / unions, customers, regulators, and other stakeholders will be more rapid given proven success of concepts

Wealth of experience and massive head start enable four year improvement
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Appendix: Hunter Harrison & The Plan

Why Hunter Harrison?

Best executive in railroad industry; led operational and cultural transformation of both Illinois Central and Canadian National into best-in-class railways
Illinois Central 1989 to 1997
-

Led transformation of IC into best performing railway in North America, nearly ~2,000 bps ahead of industry at the time EBIT increased 2.8x, OR improved from 80% in 1989 to industry-best 63% in 1997

Sold to CN: 450% return to equity holders

Canadian National 1998 to 2009

-

Led transformation of CN into best performing railway in North America EBIT increased 2.6x, OR improved from 78% in 1997 to industry-best 67% in 2009 (OR as low as 62% in 2006) Total returns to shareholders of 350%
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Why Hunter Harrison?

Best executive in railroad industry; led operational and cultural transformation of both Illinois Central and Canadian National into best-in-class railways
Recognitions (amongst many):
- Railroader of the Year, Railway Age (2002) - Award of Merit, B'nai Brith (2006)

- 1 of 10 appointed by PM Harper to North American Competitiveness

Council (2006)
- CEO of the Year, Globe and Mail (2007) - International Executive of the Year, Canadian Chamber of Commerce

(2009)
- Railroad Innovator Award, Progressive Railroading (2009)

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Hunter is Uniquely Qualified to Lead CP

Unrivaled track record: 2 out of 2 success rate with operational and cultural turnarounds Only executive to lead railroads to low 60%s OR levels Intimately familiar with CP, Canada, and competitive landscape
- Customers, terrain / routes, labour, regulations (FOA,

interswitching)
Track record of building a strong team & succession planning, as evidenced by continued strong performance after he left CN Non-promotional: met or beat targets consistently at IC / CN
Best Executive + Familiarity = Massive Improvements to Worst Performer
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Hunters Impact Is Transformational

We will aim to be below 80 percent [operating ratio] in the year 2000. Ambitious goals? Perhaps, but I am convinced that they must be achieved. - Paul M. Tellier, CNs 1996 Annual Report (April 1997)

With an operating ratio of 62.3% during 1997, Illinois Central is one of the most efficiently operating railroads in North America. As a result, a portion of the anticipated synergies from the Acquisition will be derived from the application of Illinois Centrals best practices. - CN / IC Merger Debt Securities Prospectus (May 1998)

Canadian National achieved a 69.6% operating ratio in 2000, utilizing Precision Scheduled Railroading, on the way to the low 60s by the mid-2000s

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Hunter Plan Precision Scheduled Railroading

The Precision Scheduled Railroading plan is the most known and transparent plan in the industry and has an unrivaled track record of results Operating philosophy is detailed in two published books with nearly 300 pages of detail(1) Cultural transformation chronicled in another published book(2) Philosophies described at length to CN and other industry employees at Hunter camps Unrivaled track record of results
- 2 for 2 success rate - Low 60%s operating ratios achieved
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(1) (2)

How We Work and Why (Running A Precision Railroad) and Change, Leadership, Mud and Why (How We Work and Why Volume II), by E. Hunter Harrison Switch Points: Culture Change on the Fast Track to Business Success, by Judy Johnson, Les Dakens, Peter Edwards, Ned Morse

Advantages of Precision Scheduled Railroading

An operationally efficient CP would be better for all stakeholders, including employees, shippers, consumers, and shareholders Superior service and reliability - Service and reliability drives yield and volumes Reduced capital spending levels with better asset utilization - Capacity enhancements without excess capital spending Enhanced cash flow increases ability to invest in and grow franchise Strong growth in earnings and cash flows lead to improved share price performance Good for all stakeholders and Canada - Shippers / exporters, employees / unions, taxpayers, environment
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Appendix: The Nominees for Management Change

The Nominees for Management Change: Bio Bill Ackman

Bill Ackman, 45, is the founder and Chief Executive Officer of Pershing Square Capital Management, L.P., an investment advisor with $11 billion of assets under management, founded in 2003 and registered with the United States Securities and Exchange Commission. Investors in Pershing Square's managed funds include university endowments, public and private U.S., Canadian and European pension funds, individuals, charitable foundations and sovereign wealth funds. Ackman is a director of the J. C. Penney Company, Inc. (NYSE: JCP), Chairman of the Board of The Howard Hughes Corporation (NYSE: HHC), and a director of Justice Holdings Ltd. (LSE: JUSH). Ackman is a member of the Board of Dean's Advisors of the Harvard Business School and a Trustee of the Pershing Square Foundation, which has made more than $130 million in grants towards inner city education, global health care delivery, poverty alleviation, human rights, venture philanthropy, urban planning and the arts. Ackman received an M.B.A. from Harvard Business School and a Bachelor of Arts magna cum laude from Harvard College.

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The Nominees for Management Change: Bio Gary F. Colter

Gary F. Colter, 66, is the President of CRS Inc., a corporate restructuring, strategic and management consulting company which he founded in 2002. Previously, Mr. Colter spent 34 years with KPMG Canada and its predecessor firm Peat Marwick, where he was a Partner for 27 years, holding various senior positions, including Vice Chairman of Financial Advisory Services and a member of the Management Committee from 1989 to 1998. From 1998 to 2000, Mr. Colter was Global Managing Partner of Financial Advisory Services and a member of a then new International Executive Team for KPMG International. In 2002, he retired as Vice Chairman of KPMG Canada. Since 2002, Colter has been a director of OwensIllinois Inc. (NYSE:OI), the largest manufacturer of glass bottles in the world, where he serves on the Governance and Audit Committees and previously chaired the Audit Committee for over six years. In 2003, he joined the Board of Canadian Imperial Bank of Commerce ("CIBC") (TSX:CM; NYSE:CM) where he chairs the Governance Committee and serves on the Audit Committee. He previously served on the Compensation Committee and Chaired the Audit Committee of CIBC for over five years and the Risk Committee for one year. In 2004, Colter joined the Board of Core-Mark Holding Company, Inc. (NASDAQ:CORE), a leading North American manufacturer of fresh and broad line supply solutions to the convenience retail industry. Mr. Colter is Chair of the Governance Committee and serves on the Audit Committee. He previously chaired the Compensation Committee for over three years. In 2005, he joined the Board of Retirement Residences REIT, a company that provides accommodation, care and services for seniors. In 2007, the company was purchased by Public Service Pension Investment Board and changed its name to Revera Inc. Colter is Chair of Revera's Audit Committee and serves on the Governance Committee. From 2003 to 2006, Colter was a director of Saskatchewan Wheat Pool Inc., now Viterra Inc. (TSX:VT), and chaired the company's Audit Committee and was a member of the Strategic and Business Planning Committee. Mr. Colter has a B.A. (Honours) in Business Administration from the Ivey Business School of the University of Western Ontario, and is a Fellow Chartered Accountant.
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The Nominees for Management Change: Bio Paul C. Hilal

Paul C. Hilal, 45, is a Partner at Pershing Square, which he joined in 2006. From 2002 to 2005, he was the Managing Partner of Caliber Capital Management, LP. From 1998 to 2001, he ran the information technology sector investment program at Hilal Capital Management. From 1992 to 1997, Hilal was a Principal at Broadview Associates, providing mergers and acquisitions advisory services to information technology companies. From 1999 to 2000, Hilal served as the Chairman of the Board and Interim Chief Executive Officer of Worldtalk Communications Corporation. He served as a director of Ceridian Corporation in 2007, prior to its sale to the Thomas H Lee Company. Hilal received an A.B. degree in Biochemistry from Harvard College in 1988, a J.D. from Columbia University School of Law in 1992, and an M.B.A. from Columbia University School of Business in 1992.

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The Nominees for Management Change: Bio Rebecca MacDonald

Rebecca MacDonald, 58, is a founder and current Executive Chair of Just Energy Group Inc. (TSX:JE), a Toronto-based independent marketer of deregulated gas and electricity, with annual sales of $3 billion. Just Energy currently supplies more than 3.5 million customers across Canada and the United States, having signed its first customer in 1997. She has been a director of Just Energy since 2001 and has held the position of Executive Chair since 2007. In 1989, she founded Energy Marketing Inc., the first company which targeted small customers under Canadian natural gas deregulation, which she subsequently sold. Following the sale of that business, in 1995 she founded another company which aggregated customers within the U.K. natural gas deregulation, which was also sold. Ms. MacDonald served as President and Chief Executive Officer of Just Energy prior to becoming Executive Chair in 2007. MacDonald is a member of the Board of Governors of the Royal Ontario Museum. She founded the Rebecca MacDonald Centre for Arthritis and Autoimmune Disease at Mount Sinai Hospital in Toronto. She is Vice-Chair of the Board of Directors of Mount Sinai Hospital. Previously, she was a director of the Arthritis Society. In 2002, MacDonald received the Rotman Canadian Woman Entrepreneur of the Year Lifetime Achievement Award. That same year, the University of Toronto, Rotman School of Business named her Canadian Woman Entrepreneur of the Year for 2002. She was also named the top woman chief executive officer for each year from 2003 to 2009 by Profit Magazine. She was named Ontario Entrepreneur of the Year by Ernst & Young in 2003. In 2009, Ms. MacDonald received the Canadian Horatio Alger Award for demonstrated community leadership. She received an honourary degree from the University of Victoria in 2002.

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The Nominees for Management Change: Bio Dr. Anthony R. Melman

Dr. Anthony R. Melman, 64, is Chairman and Chief Executive Officer of Nevele Inc., providing strategic business and financial advice to a wide range of businesses. Previously, Dr. Melman was a Managing Director (until 2006) and a Special Advisor, Strategic Acquisitions (2006-07) at Onex Corporation (TSX: OCX), which he joined as a Partner and Vice President at its inception in 1984. At Onex, Dr. Melman led or participated in the company's bids for Labatt and Air Canada, and the acquisitions of Sky Chefs Inc., Beatrice Canada and electronics maker Celestica Inc. (TSX: CLS; NYSE: CLS), IBM's manufacturing arm. Together with Celestica's management team he developed Celestica from a single-facility manufacturing operation in Toronto with under US$1 billion in annualized sales in 1996, to a global public company listed on both the New York and Toronto Stock Exchanges with over US$10 billion in sales by 2001. Prior to joining Onex, Dr. Melman served as a Senior Vice President of the Canadian Imperial Bank of Commerce in charge of worldwide merchant banking, project financing, acquisitions and other specialized financing activities. Since 2010, Dr. Melman has served as a director and Chair of the Budget and Finance Committee of the Ontario Lottery and Gaming Corporation. He is a past director of Celestica Inc., ProSource Inc. and the University of Toronto Asset Management Corporation. He was until February 2, 2012 Chair of The Baycrest Centre for Geriatric Care, one of the world's premier academic health sciences centres focused on aging. Dr. Melman will continue as director of the Baycrest Centre, but has now assumed the role of Chair of Baycrest Global Solutions, a for-profit corporation that will commercialize the intellectual property, assets, and technologies of the Baycrest Centre. He is also the former Chair of the Childhood Cancer Charitable Council of the Pediatric Oncology Group of Ontario (POGO) and a member of the Board of Governors of Mount Sinai Hospital. In 2011, Dr. Melman was appointed Chair of the Board of Directors of Cogniciti Inc., a for-profit joint venture created by Baycrest and MaRS Discovery District, an organization that helps science, technology and social entrepreneurs build their companies. Dr. Melman was born in Johannesburg, South Africa, and is a Canadian citizen. He holds a Bachelor of Science degree in Chemical Engineering from the University of the Witwatersrand, a M.B.A. degree (Gold Medalist) from the University of Cape Town and a Ph.D. in Finance from the University of the Witwatersrand.

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Meet Hunter Harrison: Bio Hunter Harrison

Hunter Harrison, 67, served as the President and Chief Executive Officer of Canadian National Railway Company ("CN") (TSX: CNR; NYSE: CNI) from January 1, 2003 to December 31, 2009 and as Executive Vice President and Chief Operating Officer from March 26, 1998 to December 31, 2002. Harrison served on CN's Board of directors from December 1999 until December 2009. Prior to joining CN, Harrison served as President and Chief Executive Officer of Illinois Central Corporation ("IC") and Illinois Central Railroad Company ("ICRR") from 1993 to 1998, and as a director of IC and ICRR from 1993 to 1998. At IC and ICRR, Harrison first held the position of Vice-President and Chief Operating Officer in 1989, becoming Senior Vice-President Transportation in 1991, Senior Vice-President Operations in 1992, and President and Chief Executive Officer the following year. His railroad career began nearly five decades ago in 1963 when he joined the Frisco (St. Louis-San Francisco) Railroad as a carman-oiler in Memphis, while still attending school. He advanced through positions of increasing responsibility in the operations function, first with the Frisco, then with Burlington Northern after it acquired the Frisco in 1980. Before moving to IC and ICRR in 1989, Harrison served as Burlington Northern's Vice-President Transportation and Vice-President Service Design. Harrison currently serves or has served as a director on several railway companies and industry associations, including The Belt Railway of Chicago, Wabash National Corporation (NYSE: WNC), The American Association of Railroads, Terminal Railway, TTX Company, Canadian National Railway Company, Illinois Central Corp., and Illinois Central Railroad Company. Harrison has received numerous accolades, including North America's Railroader of the Year by Railway Age magazine in 2002 and CEO of the Year by the Globe and Mail's Report on Business magazine in 2007.

111