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CP Applauds KCS Board of Directors' Decision to Delay Stockholder Vote
12 August 2021

Calgary Alberta - Canadian Pacific Railway Limited (CP) today issued the following statement on the announcement by the Kansas City Southern (KCS) Board of Directors that it will adjourn its scheduled 19 Aug 2021 special meeting of stockholders if the Surface Transportation Board (STB) has not ruled on Canadian National Railway Company's (CN) trust proposal by 17 Aug 2021.
 
We applaud the KCS Board of Directors' decision to adjourn the 19 Aug 2021 stockholder meeting absent a decision from the STB to give all shareholders and the Board time to receive and consider the STB decision.
 
CP has always maintained KCS stockholders should have all relevant information, including the STB decision on the CN voting trust, to be able to make an informed decision, avoid being locked into the CN/KCS deal, and preserve the ability to consider a better alternative proposal.
 
The only way for shareholders to ensure they preserve that ability is to vote AGAINST the proposed CN/KCS merger and FOR adjournment leading up to the proposed adjournment date of 17 Aug 2021.
 
We are confident that the STB will take the time needed to review the myriad of issues and concerns the CN voting trust raises.
 
We continue to believe that CN's proposed use of a voting trust should not be approved because it is anti-competitive and not in the public interest.
 
We believe that once the STB rules on the CN voting trust, the 10 Aug 2021 CP offer will be deemed superior as the CP/KCS combination has regulatory certainty with the STB approval for the use of a voting trust.
 
CP has filed a proxy statement asking stockholders to vote AGAINST the proposed CN/KCS combination at the 19 Aug 2021 KCS special meeting of stockholders so that KCS's stockholders are not locked into the CN/KCS deal and unable to consider other, better, options, including CP's 10 Aug 2021 proposal.
 
Author unknown.

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