Canadian Pacific Responds to ISS Report

Canadian Pacific (NYSE: CP) believes that the ISS report on the CP proxy contest contains a number of statements and comparisons that are inaccurate or misleading. The rationale put forward by ISS to justify its support for all seven Pershing Square nominees does not take into account the progress CP has made in its successful execution of the Company's Multi-Year Plan. Additionally, CP is concerned that ISS's recommendation does not recognize the inherent risk to shareholder value related to Pershing Square's proposal to replace CP's current CEO, Fred Green, with Hunter Harrison. Mr. Harrison, as the 67 year old former CEO of Canadian National Railway Company, is well known to the CP Board and the Board has serious questions about his track record in customer and regulatory relations while at CN. This response highlights some of the flaws that CP sees in the ISS report. CP notes that this is not the first time that ISS has been the subject of criticism for its lack of thorough analysis and objectivity. CP also notes that, in previous years, ISS has consistently recommended in favour of all CP directors, including those that it recommends against in its latest report. As such, all CP shareholders that subscribe to ISS should do their own due diligence regarding Pershing Square's claims and the facts before deciding how to cast their votes.