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Canadian Pacific Railway Limited announces plan to purchase through private agreements up to 1,300,000 common shares under its share repurchase program and announces automatic share purchase plan

March 28, 2014

CALGARY, March 28, 2014 /PRNewswire/ – Canadian Pacific Railway Limited (TSX:
CP) (NYSE: CP) announces today that it intends to purchase for
cancellation up to 1,300,000 of its common shares pursuant to private
agreements to be entered into between CP and an arm’s length
third party seller.

Purchases will be made in accordance with an issuer bid exemption order
issued by the Ontario Securities Commission on March 28, 2014
(“Order”), and pursuant to the Order, may be made in several
transactions prior to March 16, 2015. The price CP will pay for the
common shares purchased by way of the private agreements will be at a
discount to the prevailing market price of CP common shares on the
Toronto Stock Exchange at the time of purchase.

Purchases will be counted towards CP’s share purchase program announced
on March 11, 2014 for up to 5,270,374 shares and will not exceed, in
aggregate, one third of the maximum number of common shares CP may
purchase under such program, being 1,756,791 common shares.

Information regarding each purchase, including the number of common
shares purchased and aggregate purchase price, will be available on the
System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com and on EDGAR at www.sec.gov following the completion of any such purchase.

CP also announces today that in connection with its previously announced
share repurchase program, it will enter into an automatic purchase plan
(“Plan”) with its designated broker to allow for purchases of its
common shares during internal quarterly blackout periods when CP would
not be permitted to trade in its shares. Such purchases would be at the
sole discretion of the broker based on parameters established by CP
prior to any blackout period. Outside of these periods, CP common
shares will be repurchased in accordance with management’s discretion,
subject to applicable law. The Plan has been reviewed by the Toronto
Stock Exchange and will terminate on the earlier of the termination of
the Plan by the Company or its broker in accordance with its terms or
the expiry of the normal course issuer bid on March 16, 2015. The Plan
will be implemented by April 2, 2014.

Note on forward-looking information

This news release contains certain forward-looking information within
the meaning of applicable securities laws relating, but not limited to,
the entering into of the Plan, purchases of common shares for
cancellation under CP’s share repurchase program and future sources of
capital. This forward-looking information also includes, but is not
limited to, statements concerning expectations, beliefs, plans, goals,
objectives, assumptions and statements about possible future events,
conditions, and results of operations or performance. Forward-looking
information may contain statements with words or headings such as
“financial expectations”, “key assumptions”, “anticipate”, “believe”,
“expect”, “plan”, “will”, “outlook”, “should” or similar words
suggesting future outcomes.

Undue reliance should not be placed on forward-looking information as
actual results may differ materially from the forward-looking
information. Forward-looking information is not a guarantee of future
performance. By its nature, CP’s forward-looking information involves
numerous assumptions, inherent risks and uncertainties that could cause
actual results to differ materially from the forward-looking
information, including but not limited to the following factors:
changes in business strategies; general North American and global
economic, credit and business conditions; risks in agricultural
production such as weather conditions and insect populations; the
availability and price of energy commodities; the effects of
competition and pricing pressures; industry capacity; shifts in market
demand; changes in commodity prices; uncertainty surrounding timing and
volumes of commodities being shipped via CP; inflation; changes in laws
and regulations, including regulation of rates; changes in taxes and
tax rates; potential increases in maintenance and operating costs;
uncertainties of investigations, proceedings or other types of claims
and litigation; labour disputes; risks and liabilities arising from
derailments; transportation of dangerous goods; timing of completion of
capital and maintenance projects; currency and interest rate
fluctuations; effects of changes in market conditions and discount
rates on the financial position of pension plans and investments; and
various events that could disrupt operations, including severe weather,
droughts, floods, avalanches and earthquakes as well as security
threats and governmental response to them, and technological changes.
The foregoing list of factors is not exhaustive.

These and other factors are detailed from time to time in reports filed
by CP with securities regulators in Canada and the United States.
Reference should be made to “Management’s Discussion and Analysis” in
CP’s annual and interim reports, Annual Information Form and Form 40-F.
Readers are cautioned not to place undue reliance on forward-looking
information. Forward-looking information is based on current
expectations, estimates and projections and it is possible that
predictions, forecasts, projections, and other forms of forward-looking
information will not be achieved by CP. Except as required by law, CP
undertakes no obligation to update publicly or otherwise revise any
forward-looking information, whether as a result of new information,
future events or otherwise.

About CP

Canadian Pacific (TSX:CP)(NYSE:CP) is a transcontinental railway in
Canada and the United States with direct links to eight major ports,
including Vancouver and Montreal, providing North American customers a
competitive rail service with access to key markets in every corner of
the globe. CP is a low-cost provider that is growing with its
customers, offering a suite of freight transportation services,
logistics solutions and supply chain expertise. Visit cpr.ca to see the
rail advantages of Canadian Pacific.

SOURCE Canadian Pacific


Source: PR Newswire



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