2025 MANAGEMENT PROXY CIRCULAR

TABLE OF CONTENTS

 When

 Wednesday, April 30, 2025

 9:00 a.m. (Mountain Daylight Time)

Webcast

Virtual meeting via webcast at: https://meetings.lumiconnect.com/400-276-035-378

Record Date

March 10, 2025

Receive the audited consolidated financial statements for the year ended December 31, 2024;

Appoint the auditor;

Have a say on executive pay at CPKC;

Have a say on our approach to climate change;

Consider amendments to our Advance Notice By-law (By-Law No. 2); and

Elect Directors.

Note regarding presentation

Our shares are listed for trading on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE). We are classified as a foreign private issuer pursuant to applicable U.S. securities laws and are therefore exempt from the proxy rules under the U.S. Securities Exchange Act of 1934, as amended (Exchange Act). This document is prepared in compliance with applicable Canadian securities laws and regulations. Additionally, as a foreign private issuer, we are permitted to follow home country practice instead of certain governance requirements set out in the NYSE rules, provided that we disclose any significant differences between our governance practices and those required by NYSE rules on our website at investor.cpkcr.com/governance.

Non-GAAP measures

This proxy circular includes certain measures that do not have standardized meaning and are not defined by generally accepted accounting principles in the United States (GAAP) and, therefore, may not be comparable to similar measures used by other companies. These non-GAAP measures include core adjusted combined operating income (OI), core adjusted combined operating ratio (OR), core adjusted combined diluted earnings per share (EPS), adjusted combined free cash, and adjusted combined net debt to adjusted combined earnings before interest, tax, depreciation and amortization (EBITDA) included in the compensation discussion and analysis beginning on page 33. You can find more information about non-GAAP measures and the definitions of these measures on page 109.

Forward-looking information

This proxy circular contains certain forward-looking information and forward-looking statements (collectively, “forward-looking information”) within the meaning of applicable securities laws relating to our compensation programs, operations, anticipated financial performance, business prospects, planned capital expenditures and strategies, and board and committee composition and roles, among other things, including with respect to the environment, social, governance and sustainability priorities, policies, practices, programs, goals, targets, strategies and objectives of CPKC. Any statements about our expectations, beliefs, plans, goals, targets, predictions, forecasts, objectives, assumptions, information and statements about possible future events, conditions and results of operations or performance are not historical facts and may be forward-looking. Forward-looking information in this proxy includes, but is not limited to, plans or objectives of management for future operations, plans and timing relating to the implementation of a share buyback program; information regarding sustainability-related actions we plan to take in the future, including our Climate Strategy and our goals and commitments for reducing greenhouse gas (GHG) emissions, our Commitment to Climate Action or other sustainability-related commitments; the availability of carbon emissions-reduction tools and technologies; and assumptions related to the foregoing. Forward-looking information is often, but not always, made through the use of words or phrases such as “anticipates”, “aims”, “believes”, “can”, “could”, “may”, “predicts”, “potential”, “should”, “will”, “estimates”, “plans”, “targets”, “milestones”, “projects”, “continuing”, “ongoing”, “expects”, “intends” and similar words or phrases suggesting future outcomes.

Forward-looking information is based on current assumptions about our business and our strategy as well as economic, political, regulatory, market and environmental conditions affecting them. Although we believe the assumptions reflected in the forward-looking information presented in this proxy circular are reasonable as of the date hereof, there can be no assurance that they may prove to be correct. You should not put undue reliance on forward-looking information, as it is not a guarantee of future performance. Forward-looking information involves many inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking information. This includes risks such as: changes in business strategies and strategic opportunities, general North American and global social, economic, political, credit and business conditions, risks associated with agricultural production such as weather conditions and insect populations; changes in the availability and price of commodities and energy; the effects of competition and pricing pressures; industry capacity; shifts in market demand; changes in commodity prices and commodity demand; uncertainty surrounding timing and volumes of commodities being shipped via the Company; inflation; geopolitical instability; changes in laws, regulations and government policies, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; changes in fuel prices; disruption of fuel supplies; uncertainties of investigations, proceedings or other types of claims and litigation; compliance with environmental regulations; labour disputes; changes in labour costs and labour difficulties; risks and liabilities arising from derailments; transportation of dangerous goods; timing of completion of capital and maintenance projects; sufficiency of budgeted capital expenditures in carrying out business plans; services and infrastructure; the satisfaction by third parties of their obligations; currency and interest rate fluctuations; exchange rates; effects of changes in market conditions and discount rates on the financial position of pension plans and investments; trade restrictions, including the imposition of any tariffs, or other changes to international trade agreements; the effects of current and future multinational trade agreements on or other developments affecting the level of trade among Canada, the U.S. and Mexico; climate change and the market and regulatory responses to climate change; anticipated in-service dates; success of hedging activities; operational performance and reliability; customer, regulatory and other stakeholder approvals and support; regulatory and legislative decisions and actions; the adverse impact of any termination or revocation of the concessions from

the Mexican government until June 2047; public opinion; various events that could disrupt operations; including severe weather, such as droughts, floods, avalanches, volcanism, earthquakes and wildfires, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; acts of terrorism, war or other acts of violence or crime or risk of such activities; insurance coverage limitations; material adverse changes in economic and industry conditions; the outbreak of a pandemic or contagious disease and the resulting effects on economic conditions, the demand environment for logistics requirements and energy prices; restrictions imposed by public health authorities or governments, fiscal and monetary policy responses by governments and financial institutions; disruptions to global supply chain; our ability to successfully execute on initiatives relating to sustainability; the quality and accuracy of information provided to us by third parties; the realization of anticipated benefits and synergies of the Canadian Pacific Railway Limited (CP) and Kansas City Southern (KCS) (CP-KCS) transaction and the timing thereof; the satisfaction of the conditions imposed by the U.S. Surface Transportation Board (STB) in its March 15, 2023 decision; the successful integration of KCS into the Company; the focus of management time and attention on the CP-KCS transaction and other disruptions arising from the CP-KCS integration; estimated future dividends; financial strength and flexibility; debt and equity market conditions, including the ability to access capital markets on favourable terms or at all; cost of debt and equity capital; improvement in data collection and measuring systems; industry-driven changes to methodologies; and the ability of the management of CPKC to execute key priorities, including those in connection with the CP-KCS transaction. The foregoing list of risks is not exhaustive.

These and other factors are detailed from time to time in reports we file with the securities regulators in Canada and with the U.S. Securities and Exchange Commission (SEC) in the United States. You should refer to Item 1A – Risk Factors and Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Forward-Looking Information in our 2024 annual report on Form 10-K and to our risk factor and forward-looking information disclosure in our annual and interim reports on form 10-Q filed on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov).

Forward-looking information is based on our current expectations, estimates and projections, and it is possible we will not achieve these predictions, forecasts, projections and other forms of forward-looking information. Unless indicated otherwise or the context otherwise requires, this proxy circular speaks only as of the date hereof. We undertake no obligation to update or otherwise revise any forward-looking information, unless we are required to by applicable law.

In addition, our environmental, social, governance and sustainability priorities, policies, practices, programs, milestones, goals and objectives (including CPKC’s climate strategy and our Commitment to Climate Action) remain under development as we continue to refine our analysis of and response to potential future climate and other risks and opportunities, and as the science, data and methodology underlying our analysis and strategy continue to evolve over time. Further, as we continue to integrate the operations of KCS into ours, we are conducting additional data-gathering and intend to further assess the climate and other environmental, social, governance and sustainability strategies and initiatives for the combined company, and may make changes to our existing strategies and initiatives as a result. Therefore, in future disclosures, we may present information (including both forward-looking and historical information) that differs from the information contained in this proxy circular. Unless indicated otherwise or the context otherwise requires, forward-looking information in this proxy circular speaks only as of the date hereof. We undertake no obligation to update or otherwise revise such information, unless we are required by applicable law.

Explanatory notes

Kansas City Southern transaction

On December 14, 2021, the Company completed its acquisition of KCS pursuant to an Agreement and Plan of Merger (Merger Agreement) with KCS. On April 14, 2023 (the Control Date), following final approval granted by the U.S. Surface Transportation Board on March 15, 2023 (STB March 15 Decision), CP obtained control of KCS.

For more information regarding the KCS acquisition, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and our Notice of Special Meeting and Management Proxy Circular dated November 1, 2021 in respect of the special meeting of shareholders held on December 8, 2021 in connection with the KCS acquisition (Special Meeting). For more information regarding the STB March 15 Decision and the completion of the transactions contemplated under the Merger Agreement, see our Current Reports on Form 8-K filed with the SEC on EDGAR (www.sec.gov) and filed on SEDAR+ (www.sedarplus.ca) on March 16, 2023, March 17, 2023 and April 14, 2023 and our Material Change Reports filed on SEDAR+ on March 16, 2023, March 20, 2023 and April 14, 2023. Unless indicated otherwise or the context otherwise requires, in this proxy circular, references to Canadian Pacific Kansas City Limited, CPKC, the Company, the Corporation, “we”, “us” or “our” with respect to or including a time period prior to April 14, 2023 (being the Control Date) means the Company as it existed prior to (i) completion of the acquisition of control of KCS and (ii) its name change from “Canadian Pacific Railway Limited” to “Canadian Pacific Kansas City Limited”. Any references herein to “on a standalone basis” or other references to “standalone” refer to the Company either prior to the acquisition of control of KCS, or otherwise excluding KCS.

In this document, unless indicated otherwise or the context otherwise requires:

•  “Board” means the Board of Directors of CPKC

•  “Control Date” means April 14, 2023, the date on which CPKC (through an indirect wholly owned subsidiary) assumed control of KCS’s railroad operations pursuant to the final, non-appealable March 15, 2023 approval by the U.S. Surface Transportation Board of such control

•  “CP” means the Company either prior to the acquisition of control of KCS, or otherwise excluding KCS, as described in “Explanatory notes” starting on page 3

•  “KCS” means Kansas City Southern

•  “KCS transaction” and “KCS acquisition” each mean the transactions contemplated under the Merger Agreement

•  “shares” means common shares of CPKC

•  “shareholders” means holders of our shares

•  “you” and “your” refer to shareholders of Canadian Pacific Kansas City Limited

•  “we”, “us”, “our”, “CPKC”, “Company” and “Corporation” refer to Canadian Pacific Kansas City Limited (known as Canadian Pacific Railway Limited until April 14, 2023 or the Control Date) and, where applicable, its subsidiaries (which excludes KCS with respect to the period prior to April 14, 2023)

•  all amounts are in Canadian dollars

•  any 2024 amounts paid in United States dollars (US$) have been converted to Canadian dollars using the Bank of Canada average exchange rate for the year ended December 31, 2024 ($1.3698 = US$1.00) unless otherwise stated

•  information in this document is as of March 11, 2025 unless otherwise indicated

For more information

You can find more information about CPKC, including our 2024 annual report, on our website (investor.cpkcr.com), on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov). You can also ask us for a free copy of the annual report by writing to:

Office of the Corporate Secretary

Canadian Pacific Kansas City Limited

7550 Ogden Dale Road S.E.

Calgary, Alberta T2C 4X9

ABOUT CPKC

Fellow Shareholders,

On behalf of the Board of Directors, I am pleased to invite you to the shareholder meeting for Canadian Pacific Kansas City Limited (CPKC). CPKC’s 2025 annual and special meeting of shareholders will take place online on April 30, 2025 at 9 a.m. (Mountain Daylight Time) and will be streamed via live webcast over the internet at: https://meetings.lumiconnect.com/400-276-035-378. As in past years, shareholders will be able to vote as they would in an in-person shareholder meeting. Shareholders who usually vote by proxy ahead of the meeting will be able to do so in the usual way. More details about voting can be found at page 102 of this proxy circular.

Items at the meeting

At the meeting, you will vote on several items of business, including the election of directors, the “say on pay” non-binding advisory vote on executive compensation, approval of our auditor, proposed amendments to our Advance Notice By-Law and a non-binding advisory vote on our approach to climate change. This is our fourth year of asking shareholders to vote on our approach to climate change.

Management is soliciting your proxy for the meeting, to be held virtually via live webcast as outlined below.

We are soliciting proxies by mail, in person, by phone or by electronic communications. The Corporation will be bearing the cost of soliciting proxies. The Corporation has retained Kingsdale Advisors to provide a broad array of strategic advisory, governance, strategic communications, digital and investor campaign services on a global retainer basis in addition to certain fees accrued during the life of the engagement upon the discretion and direction of the Corporation. Shareholders may contact Kingsdale Advisors, the Corporation’s strategic advisor by telephone at 1-866-879-7649 or 1-647-251-9709 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

 When

 Wednesday, April 30, 2025

 9 a.m. (Mountain Daylight
 Time)

 Where

 Virtual meeting

 via webcast online at:
 https://meetings.lumiconnect.com/
 400-276-035-378

 Method of Delivery

 Meeting materials are
 being delivered to
 shareholders under the
 “notice and access”
 provisions of applicable
 Canadian securities laws

Voting
Recommendation

For more
information

1. Receive the audited consolidated financial statements for the year ended December 31, 2024

The audited consolidated financial statements are included in our 2024 annual report, available under our corporate profile on SEDAR+ (www.sedarplus.ca), EDGAR (www.sec.gov) and on our website (investor.cpkcr.com)

2. Appoint the auditor

Ernst & Young LLP was first appointed our auditor in 2021. The Board recommends you vote FOR the appointment of Ernst & Young LLP as our auditor.

FOR

3. Have a say on executive pay (advisory vote)

We continue to engage with investors with respect to our compensation program. The Board recommends you vote FOR our approach to executive compensation.

FOR

4. Have a say on our approach to climate change (advisory vote)

We continue to engage stakeholders including our shareholders, on our climate objectives and actions. The Board recommends that you vote FOR our approach to climate change.

FOR

5. Amendment to By-Law No. 2

The Board recommends that you vote FOR Amended and Restated By-Law No. 2, aligning director nomination deadlines with notice and access practices and enhancing information requirements for proposed director candidates.

FOR

6. Election of directors

You will be asked to elect 12 directors to serve on our Board this year. Each director nominee is qualified, experienced and committed to serving on the Board. The Board recommends you vote FOR each nominee.

FOR

11 of 12

director nominees

are independent

geographical

diversity with

directors from

Canada, Mexico

and the United

States

separation of

Board Chair and

CEO

Key governance policies and practices

•   Code of ethics

•   Code of ethics for Chief Executive Officer and senior financial officers

•   Business ethics reporting policy

•   Disclosure and insider trading/reporting policy

•   By-Law No. 2 (Advance notice by-law)

•   Corporate Governance Principles and Guidelines

•   Board diversity policy

•   Dodd-Frank Clawback policy

•  Global Anti-Corruption Policy

•   Board orientation and continuing education for the Board

active shareholder engagement

program

regular executive

sessions of the

board and its

committees

strong board

oversight of risk management

programs

2024 Standing committee

memberships(1)

Hon. John Baird

Senior Advisor Bennett Jones LLP

Former Minister Transport and Infrastructure, Canada

•  Corporate Governance, Nominating & Social Responsibility (Chair)

•  Risk and Sustainability

Isabelle Courville

•  Ex-officio member of all Committees

Keith Creel

President and CEO

CPKC

N/A

Amb. Antonio Garza (Ret.)

•  Corporate Governance, Nominating & Social Responsibility

•  Risk and Sustainability

Arturo Gutiérrez Hernández(2)

59

N/A

N/A

N/A

Hon. Edward Hamberger

•  Integration (Chair)

•  Risk and Sustainability

Janet Kennedy

•  Audit and Finance (Chair)

•  Integration

Henry Maier

Former President & CEO,

FedEx Ground

•  Audit and Finance

•  Management Resources and Compensation

•  Integration

Matthew Paull

Former Senior Executive

Vice President and CFO

McDonald’s Corporation

•  Management Resources and Compensation (Chair)

•  Audit and Finance

Jane Peverett

Former President and

CEO BC Transmission

Corporation

•  Audit and Finance

•  Corporate Governance, Nominating & Social Responsibility

Andrea Robertson

•  Corporate Governance, Nominating & Social Responsibility

•  Management Resources and Compensation

•  Integration

Gordon T. Trafton

Former Senior Vice

President Canadian National Railway

•  Management Resources and Compensation

•  Risk and Sustainability (Chair)

As of December 31, 2024.

Mr. Gutiérrez joined the Board effective November 1, 2024. There were no Board meetings from November 1, 2024 to December 31, 2024.

focus on
building shareholder
value

Key compensation governance policies and practices

•  Pay for performance philosophy

•  Align with shareholder interests

•  Share ownership requirements

•  Performance-based vesting

•  Caps on incentive plan payouts

•  Independent advice from external consultants for the Management Resources and Compensation Committee and management

•  Shareholder engagement program

•  Dodd-Frank Clawback Policy

direct link between
pay and performance

majority of executive pay
is at risk

executives are CPKC shareholders

 Pay for performance alignment

How we do it

92 percent of CEO target compensation is at-risk

83 percent average of other NEO target compensation is at-risk

Comprehensive review of NEO accomplishments starting on page 52

CEO’s individual performance factor cannot exceed the corporate performance factor

Explanation of how our corporate performance results and relative total shareholder return (TSR) are tied to 2024 annual incentive and 2022 PSU payouts are on pages 45 and 51

Descriptions of how we determine our short-term and long-term incentive awards are provided on pages 43 and 46

commitment to climate action

Key sustainability policies and practices

•  Board committee oversight of risk and sustainability

•   Executive oversight of implementation of sustainability objectives

•   Annual sustainability reporting informed by recognized disclosure frameworks

•   Third-party assurance of GHG emissions data

•  Regular stakeholder engagement on our sustainability strategy and practices

•  Human Rights Policy

•  Environmental Policy

•  Safety Policy

•  Supplier Code of Conduct

first North
American Class I railroad to participate in the

United Nations Global Compact

investments in local programs and supporting economic development in communities along our network

You will vote on five items of business at the Meeting (items 2 - 6 below). Except as disclosed in this proxy circular, none of the Company’s directors or officers since the beginning of the last financial year, or the nominated directors, or their respective associates or affiliates, have a material interest in any of the items that are being voted on.

Audit fees

for audit of our annual financial statements, reviews of quarterly reports and services relating to statutory and regulatory filings or engagements (including attestation services and audit or interim review of financial statements of certain subsidiaries and certain pension and benefits plans), and advice on accounting and/or disclosure matters

Audit-related fees

for services related to the audit but not included in the audit fees above, including securities filings

Tax fees

for services relating to tax compliance, tax planning and tax advice

All other fees

Total

Reduce our scope 1, 2, and 3 well-to-wheel locomotive emissions by 36.9 percent per gross ton-mile by 2030 from a 2020 base year. Locomotive operations represent the Company’s largest source of emissions.

A copy of the Climate Strategy and Commitment to Climate Action are available on our website at cpkcr.com/en/sustainability. You may also ask us for a copy of the Climate Strategy by writing to: Office of the Corporate Secretary, 7550 Ogden Dale Road S.E., Calgary, Alberta, T2C 4X9. Information on our website (including the Climate Strategy and Commitment to Climate Action) is not incorporated by reference and is not a part of this proxy circular.

Adds a provision requiring that, where “notice-and-access” is used for delivery of proxy-related materials, in connection with a shareholder meeting that is to be held:

fifty (50) days or more after the public announcement of such meeting (Notice Date), the nomination of an individual for election to the Board (Proposed Nominee) by a shareholder of the Corporation (Nominating Shareholder) must be received by the Corporation no later than the close of business on the fortieth (40th) day before the applicable meeting (but in any event, not prior to the Notice Date); and

less than fifty (50) days after the Notice Date, the nomination of a Proposed Nominee by a Nominating Shareholder must be received by the Corporation, in the case of an annual meeting, no later than the close of business on the tenth (10th) day following the Notice Date, and in the case of a special meeting of shareholders, no later than the close of business on the fifteenth (15th) day following the Notice Date;

Adds a provision requiring a nominating shareholder to provide additional information about a director nominee, including, the following:

a description of any relationship, agreement, arrangement or understanding between the nominating shareholder and the proposed nominee (or any affiliates or associates of, or any person or entity acting jointly or in concert with the nominating shareholder or the proposed nominee), in connection with the proposed nominee’s nomination and election as director;

whether the proposed nominee is party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Company or its affiliates or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Company and the interests of the proposed nominee; and

whether the proposed nominee is eligible for consideration as an independent director under the relevant standards contemplated by applicable securities laws or any stock exchange rules that may be applicable to the Company;

Adds a provision requiring a nominating shareholder to provide additional information about itself, including the following:

name, business and, if applicable, residential address of such nominating shareholder;

the class or series and number of shares in the capital of the Company beneficially owned, or controlled or directed, directly or indirectly, by such nominating shareholder or any other person with whom such nominating shareholder is

acting jointly or in concert (and for each such person any options or other rights to acquire shares in the capital of the Company, any derivatives or other securities, instruments or arrangements for which the price or value or delivery, payment or settlement obligations are derived from, referenced to, or based on any such shares, and any hedging transactions, short positions and borrowing or lending arrangements relating to such shares) with respect to the Company or any of its securities, as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

the interests in, or rights or obligations associated with, any agreement, arrangement or understanding, the purpose or effect of which may be to alter, directly or indirectly, such nominating shareholder’s economic interest in a security of the Company or such nominating shareholder’s economic exposure to the Company; and

full particulars regarding any proxy, contract, arrangement, agreement, understanding or relationship pursuant to which such nominating shareholder, or any of its affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Company or the nomination of directors to the Board.

Adds a provision requiring, at the request of the Company, that a director nominee furnish any such other information, as it may reasonably require to determine whether the nominee would be considered “independent” as a director or as a member of the audit committee of the Board.

Shareholder proposals

The Company did not receive any shareholder proposals requiring disclosure in this proxy circular.

If you want to submit a shareholder proposal for our 2026 annual meeting, it must be mailed to the Office of the Corporate Secretary, 7550 Ogden Dale Road S.E., Calgary, Alberta T2C 4X9, with a copy via email at shareholder@cpkcr.com.

Under Canadian law, shareholder proposals can only be considered for the annual meeting if they are submitted during a specific period. Shareholder proposals must be submitted between 90 and 150 days before the one-year anniversary of the previous annual meeting, being April 30, 2026. As such, the period during which our Corporate Secretary must receive shareholder proposals in order for them to be considered for inclusion in the circular for the 2026 annual meeting is from December 1, 2025 to and including January 30, 2026. Submitting a shareholder proposal does not guarantee that it will be included in the proxy materials.

The Board believes in the importance of having regular and constructive communication with shareholders and other stakeholders to create an open, candid and productive dialogue.

The Board communicates information about the Board, individual directors, executive compensation, our sustainability initiatives and practices and our corporate governance practices through our annual proxy circular. Shareholders can also contact the Board directly with any questions or concerns. Letters or emails should be marked confidential and addressed to the Chair of the Board at the following address:

Chair of the Board

c/o Office of the Corporate Secretary

7550 Ogden Dale Road S.E., Calgary, Alberta T2C 4X9

Or by email to: shareholder@cpkcr.com or Office_OfTheCorporateSecretary@cpkcr.com

Active shareholder engagement program

Since 2016, members of the Board have actively engaged with shareholders, proxy advisors and advocacy groups throughout the year. The meetings may cover a wide range of topics including executive compensation, board composition and diversity, sustainability, executive retention and succession planning, and integration oversight.

industry

knowledge

accounting and

financial literacy

senior executive

leadership and

strategic

oversight

human

resources &

executive

compensation

environment,

health & safety

risk

management

For our detailed list of each director’s skills and qualifications and to learn more about their individual skills, see the skills matrix on page 89.

Diversity

The Corporate Governance, Nominating and Social Responsibility Committee (Governance Committee) considers highly qualified candidates to be directors based on a balance of skills, background, experience and knowledge. Subject to applicable law, the Governance Committee also considers other factors such as age, gender, geographical representation from the regions in which we operate, cultural heritage (including Indigenous peoples and members of visible minorities) and different abilities (including persons with disabilities) of director candidates. We also consider our Board Diversity Policy.

The director nominees have an average age of 65 years and nominee directors that served on the board in 2024 have an average tenure of 6.2 years. Four of the 12 nominees (33%) are women. The Chair of the Board is a woman and three of our nominee directors self-identify as members of a visible minority group, making the majority of the Board members of designated groups as defined in the Employment Equity Act (Canada).

For more information about Board diversity, see page 76. A copy of our Board of Directors Diversity Policy can be found at investor.cpkcr.com/governance.

Ms. Courville is an ex-officio member of all standing Committees and may attend committee meetings at her discretion.

Mr. Baird was unable to attend the February 26, 2024 virtual board meeting due to international travel.

Ms. Denham did not seek reappointment at the 2024 annual meeting. Ms. Denham’s term concluded on April 24, 2024.

Mr. Garza-Santos did not seek reappointment at the 2024 annual meeting. Mr. Garza-Santos’ term concluded on April 24, 2024.

Mr. Gutiérrez was appointed to the Board on November 1, 2024. No board meetings occurred after this date in 2024.

Ms. Kennedy became Chair of the Audit and Finance Committee and appointed a member of the Integration Committee on April 24, 2024. Ms. Kennedy ceased to be a member of the Risk and Sustainability Committee on April 24, 2024.

Mr. Maier was appointed a member of the Audit and Finance Committee on April 24, 2024, and he attended both meetings held following his appointment. Mr. Maier was unable to attend an Integration Committee meeting due to an unexpected scheduling conflict.

Ms. Peverett ceased to be Chair of the Audit and Finance Committee on April 24, 2024.

Mr. Trafton was appointed a member of the Management Resources and Compensation Committee on April 24, 2024. Mr. Trafton ceased to be a member of the Integration Committee on April 24, 2024.

Totals in this chart reflect attendance for all formal Board and committee sessions in 2024 as applicable for each director. The Board and committees also met informally from time to time during the year to discuss various matters of importance.

Ms. Courville meets the SEC definition of “Audit Committee Financial Expert”.

Ms. Courville is an ex-officio member of all standing committees and may attend committee meetings at her discretion.

Identifies as a visible minority.

Mr. Gutiérrez joined the board effective November 1, 2024. There were no Board meetings from November 1, 2024 to December 31, 2024.

Ms. Kennedy meets the SEC definition of “Audit Committee Financial Expert”.

Ms. Kennedy became Chair of the Audit and Finance Committee and appointed a member of the Integration Committee on April 24, 2024. Ms. Kennedy ceased to be a member of the Risk and Sustainability Committee on April 24, 2024.

Mr. Paull meets the SEC definition of “Audit Committee Financial Expert”.

Mr. Maier was appointed a member of the Audit and Finance Committee on April 24, 2024, and attended both meetings held following his appointment. Mr. Maier was unable to attend an Integration Committee meeting due to an unexpected scheduling conflict.

Ms. Peverett meets the SEC definition of “Audit Committee Financial Expert”.

Ms. Peverett ceased to be Chair of the Audit and Finance Committee on April 24, 2024.

Identifies as a visible minority.

Mr. Trafton was appointed a member of the Management Resources and Compensation Committee on April 24, 2024. Mr. Trafton ceased to be a member of the Integration Committee on April 24, 2024.

Fees earned(2)

(paid in cash)

($)

Share-based
awards(1),(2)

(DDSUs)

($)

All other
compensation(2)(3)(5)

($)

Total

($)

 Hon. John Baird

 Isabelle Courville

 Jill Denham(6)

 Amb. Antonio Garza (Ret)

 David Garza-Santos(6)

 Arturo Gutiérrez Hernández(4)

 Hon. Edward Hamberger

 Janet Kennedy

 Henry Maier

 Matthew Paull

 Jane Peverett

 Andrea Robertson

 Gordon T. Trafton

The value of the share-based awards has been calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC 718) using the grant date fair value, which is prescribed by the Directors’ Deferred Share Unit Plan.

All directors fees are initially determined in U.S. dollars. The value of director share-based awards, and cash and other payments, as applicable, is paid as follows: Ms. Kennedy and Messrs. Garza, Garza-Santos, Gutiérrez, Hamberger, Maier, Paull and Trafton were paid in U.S. dollars and their amounts have been converted to Canadian dollars using the 2024 average exchange rate of $1.3698. Ms. Courville, Denham, Peverett and Robertson and Mr. Baird were paid in Canadian dollars based on the exchange rate on the grant date.

Each director was provided with a $1,000 donation in local currency to the charity of their choice in December 2024 in gratitude for their year of service. This amount appears under All other compensation.

Mr. Gutiérrez joined the Board on November 1, 2024.

Mr. Garza was paid annual director fees of U.S.$36,000 by CPKC’s wholly owned subsidiary, Kansas City Southern de Mexico, S.A. de C.V. (KCSM), for serving as Chairman of its board of directors. This amount has been converted to Canadian dollars using the 2024 average exchange rate of $1.3698.

Ms. Denham and Mr. Garza-Santos retired from the Board on April 24, 2024. Each received payout of their outstanding DSUs upon departure from the Board. Ms. Denham received payment in the amount of $3,594,640.21 ((30,841.706611 DSU units x CAD$116.30 FMV) + 7,749.76 cash). Mr. Garza-Santos received payment in the amount of $305,217.95 (3,605.220337 DSU units x USD$84.66 FMV).

Number of
shares or units
of shares that
have not
vested

(#)

Market or
payout value of
share-based
awards that
have not vested

($)

Market or payout
value of vested
share-based
awards not paid
out or distributed

($)(1)

 Hon. John Baird

-

-

4,816,037

 Isabelle Courville

-

-

6,988,966

 Jill Denham(2)

-

-

-

 Amb. Antonio Garza (Ret)

-

-

630,824

 David Garza-Santos(2)

-

-

-

 Arturo Gutiérrez Hernández

66,253

 Hon. Edward Hamberger

-

-

2,128,237

 Janet Kennedy

-

-

667,106

 Henry Maier

-

-

450,907

 Matthew Paull

-

-

5,203,931

 Jane Peverett

-

-

3,367,975

 Andrea Robertson

-

-

2,047,961

 Gordon T. Trafton

-

-

3,345,974

Calculated based on the closing price of our shares on December 31, 2024 (the last trading day of the year) on the TSX ($104.08), in the case of directors resident in Canada, and on the NYSE (U.S.$72.37) which was converted to Canadian dollars using the year-end exchange rate of $1.4389, in the case of the directors resident in the U.S. and Mexico.

Ms. Denham and Mr. Garza-Santos retired from the Board on April 24, 2024. Each received payout of their outstanding DSUs upon departure from the Board.

Fellow Shareholders,

Under the leadership of President and CEO, Keith Creel, CPKC has made significant progress toward integrating two Class 1 railroads while delivering on commitments made to regulators, customers and shareholders. I continue to have the opportunity to meet with our institutional shareholders to share our progress and our approach to executive compensation during this critical time. Your feedback has helped shape our approach as we look to incentivize and retain CPKC’s industry-leading management team.

Support for our exceptional team continues to be reinforced by the investment community. Once again, the CPKC team was recognized in the Extel Insights (formerly Institutional Investor) rankings as the top scoring company in all of Canada, across all sectors. The Company ranked first in its sector in every category including best CEO, CFO, IR program, ESG program, and company board.

Incentive Plan Performance & Design

In 2024, CPKC produced its lowest FRA-reportable personal injury rate on record and the lowest FRA-reportable train accident frequency among Class 1 railroads. CPKC also delivered record revenues and best-in-class earnings growth.

2024 NAMED EXECUTIVE OFFICERS

Keith E. Creel

President and Chief Executive Officer

Nadeem S. Velani

Executive Vice-President and Chief Financial Officer

John K. Brooks

Executive Vice-President and Chief Marketing Officer

Mark A. Redd

Executive Vice-President and Chief Operating Officer

James D. Clements

Executive Vice-President Strategic Planning and Corporate Services

competitive market pay practices to attract and retain talent

a compensation mix that is incentive-driven with a large portion of total direct compensation that is variable or “at-risk” to support our pay for performance culture

compensation components paying out over multiple performance periods to link to our short- and long-term business strategy

alignment of management’s interests with those of our shareholders through equity-based compensation and share ownership requirements

Target total direct compensation mix for our NEOs is shown in the graph.

92 percent of our CEO’s and an average of 83 percent of our other NEOs’ target total direct compensation is at risk.

Class 1 Railroads

North American Capital-Intensive Companies

BNSF Railway Company

Air Canada

Enbridge Inc.

Suncor Energy Inc.

Cenovus Energy Inc.

Executive Level

Ownership 

requirement 

(as a multiple 

of base salary) 

In 2024, CPKC increased the share ownership requirements

for the CEO, as well as the Executive Vice-President and

Senior Vice-President levels.

CEO

7x 

Executive Vice-President

5x 

Senior Vice-President

3x 

Vice-President

1.5 to 2x 

Senior management

1x 

(as a multiple

of salary)

value

($) (1)

($)(2)

 share

units

($)(2)

 ownership

value

($) (2)

ownership 

(as a multiple 

of salary) 

Keith Creel

Nadeem Velani

John Brooks(3)

Mark Redd(3)

James Clements

Minimum ownership values for Messrs. Creel, Brooks and Redd have been converted to Canadian dollars using a year-end exchange rate of $1.4389

Values for Messrs. Creel, Brooks and Redd are based on US$72.37, the closing NYSE share price on December 31, 2024 (the last trading day of the year), converted to Canadian dollars using a year-end exchange rate of $1.4389. Values for Messrs. Velani and Clements are based on $104.08, the closing TSX share price on December 31, 2024.

Messrs. Brooks and Redd have until January 2029 to meet their share ownership requirements.

direct responsibility for executive compensation matters

membership on human resources committees

compensation plan design, administration, compensation decision-making, risk management and understanding the Board’s role in the oversight of these practices

understanding the principles and practices related to leadership development, talent management, succession planning and employment contracts

engagement with investors on compensation issues

financial literacy, oversight of financial analysis related to compensation plan design and practices

pension benefit oversight, investment management

recruitment of senior executives