Calgary Alberta - Canadian Pacific Railway Limited announces the adoption by its board of Directors of By-law No. 2 of the Corporation (the "Advance Notice By-Law") establishing a framework for advance notice of nominations of directors by the shareholders of CP.
 
Among other things, the Advance Notice By-Law fixes deadlines by which shareholders must submit a notice of director nominations to CP prior to any annual or special meeting of shareholders where directors are to be elected and sets out the information that a shareholder must include in the notice.
 
The Advance Notice By-Law provides a transparent process for shareholders to follow for the nomination of directors and sets out a reasonable time frame for the submission of nominees and the accompanying information.
 
The Advance Notice By-law will help to ensure that all shareholders receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner.
 
The Advance Notice By-law is similar to the advance notice bylaws adopted by many other Canadian public companies.
 
More specifically, the Advance Notice By-law requires advance notice to the Corporation in circumstances where nominations of persons for election as a director of CP are made by shareholders other than pursuant to (i) a shareholder proposal made in accordance with the provisions of the Canada Business Corporations Act (the "Act"); or (ii) a requisition of the shareholders made in accordance with the provisions of the Act.
 
In the case of an annual meeting of shareholders, notice to the Corporation must be given not less than 30 days prior to the date of the annual meeting, provided, however, that if the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be given not later than the close of business on the 10th day following such announcement.
 
In the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes as well), notice to the Corporation must be given not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
 
The Advance Notice By-law is effective immediately.
 
Shareholders will be asked to ratify and confirm the Advance Notice By-Law at the next meeting of shareholders as required by the Act.
 
The full text of the Advance Notice By-law has been filed under CP's profile at www.sedar.com.

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