Canadian Pacific Kansas City : CPKC 2026 Management Proxy Circular

About this update from Canadian Pacific Kansas City Limited

2026 MANAGEMENT PROXY CIRCULAR TABLE OF CONTENTS PART I Notice of Annual Meeting and Executive Summary PART IV Corporate Governance 70 Notice of 2026 Annual Meeting of Shareholders 1 Governance at CPKC 71 About the Information in this Proxy Circular 2 About the Board 71 Message from the Chair of the Board 6 Diversity 74 Proxy Highlights 8 Serving on Other Boards 78 2026 Meeting details 8 Director Compensation for 2025 81 Highlights (Board Governance, Compensation and Serving as a Director 83 Sustainability) 9 Integrity 83 PART II Share Ownership 84 Business of the Shareholder Meeting 12 Business of the Shareholder Meeting 12 Communications and Engagement 15 About the Director Nominees 16 2025 Director Compensation 27 Committee Reports 29 PART III Executive Compensation 32 Message from the Chair of the Management Resources and Compensation Committee 32 Compensation Discussion and Analysis Summary 34 Compensation Programs 43 2025 Executive Compensation 44 Named Executive Officer Profiles 53 Executive Compensation Details 59 Summary Compensation Table 59 Incentive Plan Awards 61 Retirement Plans 65 Termination and Change in Control 68 CEO Pay Ratio 69 Attendance 86 Director Development 87 PART V Update on our Climate Approach 89 Message from the Vice Chair of the Board and Chair of the Risk and Sustainability Committee 89 Sustainability at CPKC 91 Strategic Approach to Climate Change 91 PART VI Delivery of Meeting Materials and Voting Information 97 Notice and Access 97 Technical Assistance 98 Voting by Proxy 99 PART VII Other Information 103 Internal Controls and Certification 103 Pre-Approval of Audit Services and Fees 103 Loans to Directors and Officers 104 Directors' and Officers' Insurance 104 About non-GAAP Measures 104 PART VIII Board Terms of Reference 107 Your vote is important! We encourage you to read the proxy circular before exercising your vote. Please vote as early as possible so your CPKC common shares are represented at the meeting. Computershare Trust Company of Canada, our transfer agent, must receive your vote no later than 9:00 am (Mountain), on Tuesday April 28, 2026 . Refer to pages 99 and 101 of the proxy circular for detailed instructions on how to vote. NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS To our Shareholders You are invited to our 2026 annual meeting of shareholders (Meeting) if you held common shares of Canadian Pacific Kansas City Limited (CPKC) at the close of business on March 9, 2026. When Wednesday, April 29, 2026 9:00 a.m. (Mountain Daylight Time) Webcast Virtual meeting via webcast at: https://meetings.lumiconnect.com/400-909-565-002 Record Date March 9, 2026 We will cover five items of business: Receive the audited consolidated financial statements for the year ended December 31, 2025; Appoint the auditor; Have a say on our approach to executive pay at CPKC; Have a say on our approach to climate change; and Elect Directors. We will also consider other business that may properly come before the meeting. This year's meeting will be held as a virtual meeting. The meeting will permit registered shareholders and duly appointed proxyholders to participate virtually via live webcast online at https://meetings.lumiconnect.com/400-909-565-002 . Hosting a virtual meeting will enable greater participation by our shareholders by allowing shareholders who might not otherwise be able to travel to a physical meeting to attend online. The accompanying proxy circular provides important and detailed instructions about how to participate at the meeting. As we have done in the past few years and to continue to reduce environmental impact, we are using the "notice and access" procedures permitted under applicable Canadian securities laws for distribution of the proxy circular and other related meeting materials to shareholders. Under the notice and access procedures, instead of sending paper copies of the proxy circular and related meeting materials, shareholders who hold shares as of March 9, 2026 will be able to access and review the materials online. Shareholders will receive a package with a notice and instructions of how to access the materials electronically on a website. The notice will also explain how to obtain a paper copy of the meeting materials upon request. For additional information, see Part VI - Delivery of Meeting Materials and Voting Information on page 97 of the proxy circular. Shareholders may contact Kingsdale Advisors, CPKC's strategic advisor by telephone at 1-866-879-7649 (toll-free in North America) or 647-251-9709 (text and call enabled outside North America), or by email at [email protected] . We look forward to your participation in our meeting on April 29, 2026. Cassandra P. Quach Vice-President, Chief Legal Officer and Corporate Secretary Calgary, Alberta March 10, 2026 About the information in this proxy circular 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 operating income (OI), core adjusted operating ratio (OR), core adjusted diluted earnings per share (EPS), core adjusted return on invested capital (ROIC), adjusted free cash, and adjusted net debt to adjusted earnings before interest, tax, depreciation and amortization (EBITDA) included in the compensation discussion and analysis beginning on page 34. You can find more information about non-GAAP measures and the definitions of these measures on page 104. 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, 2026 PSU performance measures, plans 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. The forward-looking statements contained in this proxy circular are based on current expectations, estimates, projections and assumptions, having regard to the Company's experience and its perception of historical trends, and include, but are not limited to, expectations, estimates, projections and assumptions related to: changes in business strategies; North American and global economic growth and conditions; commodity demand growth; sustainable industrial and agricultural production; commodity prices and interest rates; foreign exchange rates; effective tax rates; performance of our assets and equipment; sufficiency of our budgeted capital expenditures in carrying out our business plan; geopolitical conditions; applicable laws, regulations and government policies, including, without limitation, those relating to regulation of rates, tariffs, import/export, trade, taxes, wages, labour and immigration; the availability and cost of labour, services and infrastructure; labour disruptions; the satisfaction by third parties of their obligations to the Company; and carbon markets, evolving sustainability strategies, and scientific or technological developments. Although the Company believes the expectations, estimates, projections and assumptions reflected in the forward-looking statements presented herein are reasonable as of the date hereof, there can be no assurance that they will prove to be correct. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty. Undue reliance should not be placed on forward-looking statements as actual results may differ materially from those expressed or implied by forward-looking statements. By their nature, forward-looking statements involve numerous inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking statements, including, but not limited to, the following factors: changes in business strategies and strategic opportunities; general Canadian, U.S., Mexican and global social, economic, political, credit and business conditions; risks associated with agricultural production such as weather conditions and insect populations; the availability and price of energy commodities; the effects of competition and pricing pressures, including competition from other rail carriers, trucking companies and maritime shippers in Canada, the U.S. and Mexico; North American and global economic growth and conditions; industry capacity; shifts in market demand; changes in commodity prices and commodity demand; uncertainty surrounding timing and volumes of commodities being shipped by the Company; inflation; geopolitical instability; changes in laws, regulations and government policies, including, without limitation, those relating to regulation of rates, tariffs, import/export, trade, wages, labour and immigration; 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 arrangements; 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 by the Mexican government of Kansas City Southern de Mexico, S.A. de C.V.'s concession; public opinion; various events that could disrupt operations; including severe weather, such as droughts, floods, avalanches, volcanism and earthquakes, 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 chains; 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 integration 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 the Company to execute key priorities, including those in connection with the CP-KCS transaction. The foregoing list of factors is not exhaustive. These and other factors that could cause actual results to differ materially from those described in the forward-looking statements contained in this proxy circular are detailed from time to time in reports filed by the Company with securities regulators in Canada and the United States, which can be accessed on SEDAR+ ( https://www.sedarplus.ca ) and EDGAR ( https://www.sec.gov ). Reference should be made to "Part I - Item IA - Risk Factors" and "Part II - Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Forward Looking Statements" in the Company's annual report on Form 10-K and "Part II - Item IA - Risk Factors" and "Part I - Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements" in the Company's interim reports on Form 10-Q. The forward-looking statements contained in this proxy circular are made as of the date hereof. Except as required by law, the Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, or the foregoing assumptions and risks affecting such forward-looking statements, whether as a result of new information, future events or otherwise. 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. We 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 U.S. Securities and Exchange Commission (SEC) on EDGAR ( https://www.sec.gov ) and filed on SEDAR+ ( https://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 4 " 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 2025 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, 2025 ($1.3978 = US$1.00) unless otherwise stated information in this document is as of March 10, 2026 unless otherwise indicated For more information You can find more information about CPKC, including our 2025 annual report, on our website (investor.cpkcr.com), on SEDAR+ ( https://www.sedarplus.ca ) and on EDGAR ( https://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 Founded in 1881 to connect Canada, CPKC delivers transportation solutions across the only rail network connecting North America including Canada, the United States and Mexico - connecting communities and economies across North America. We create long-term sustainable value for our shareholders and the broader economy by delivering safely and efficiently for our customers. We leverage our precision scheduled railroading foundations: provide service; control costs; optimize assets; operate safely; and develop people in all that we do. CPKC's culture is guided by three core values: accountability, diversity and pride. These values drive our actions, foster respect and inspire our journey towards excellence. Our proud railroaders are building on the legacy of the people who envisioned and built our historic railroad. Throughout our history, CPKC railroaders have defied expectations and overcome challenges, making accountability and the drive to deliver results a defining part of our culture. The dedication of our people powers our railroad as we work together to redefine what a Class I railroad can achieve - always aiming for greater things ahead. At CPKC, our reach goes where others cannot, forging new connections and opportunities. Together with our railroaders, partners, and customers, we are "Growing Together", shaping the future of railroading for generations to come. Our network Dear Shareholders, On behalf of the Board of Directors, we are pleased to invite you to the shareholder meeting for Canadian Pacific Kansas City Limited (CPKC). CPKC's 2026 annual meeting of shareholders will take place online on April 29, 2026 at 9:00 a.m. (Mountain Daylight Time) and will be streamed via live webcast at: https://meetings.lumiconnect.com/ 400-909-565-002. 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 97 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 our approach to executive compensation, approval of our auditor and a non-binding advisory vote on our approach to climate change. Growing together We are honoured to address you at a pivotal moment in CPKC's journey. Our theme for the 2026 Proxy Circular is "Growing Together," a reflection of our collective progress, ambition, and commitment to excellence as North America's only transnational rail network crossing Canada, the U.S. and Mexico. Since the transformative merger that created CPKC nearly three years ago, we have made significant strides in strengthening our operations, delivering value for our customers and engaging with the communities we serve. Our continued growth is the product of our dedicated employees, innovative management, and the enduring trust and partnership of you, our shareholders. Under the leadership of our exceptional management team, led by President and Chief Executive Officer Keith Creel, CPKC has realized meaningful milestones in operational efficiency, market reach, and sustainable growth. Our supply chain solutions have been recognized for reliability and resilience, supporting industries vital to North America's economic prosperity. Additionally, CPKC has focused investment in infrastructure and technology, innovating advanced automation and digital tools across our network. These initiatives support safer workplaces, reduce emissions, and drive productivity, ensuring we remain an industry leader as the landscape evolves. Our commitment to operational excellence continues to be the cornerstone of our value proposition to shareholders. Financially, CPKC delivered robust earnings growth, fortified our balance sheet, and increased our dividend program along with a new share buy-back program reflecting our commitment to shareholder returns. The CPKC leadership team continues to deliver on its strategy and the commitments made to shareholders, regulators and customers to operate safely across Canada, the U.S. and Mexico. This industry-leading management team was recognized by Extel Insights as the top scoring company in all of Canada, across all sectors, for the fourth year in a row. In 2025, the Board remained actively engaged across the breadth of the network, including holding meetings in Calgary, the home of our global headquarters, and our annual strategy meetings in Kansas City, our U.S. headquarters and the heart of our network. It was an opportunity to see the operations and the tangible value being created by the CPKC combination. We will continue to meet across the CPKC network to connect with the operations and initiatives that enable our growth. CPKC continues to progress development of the groundbreaking Hydrogen Locomotive Program with expansion of the fleet to seven units and the Hyion collaboration with CSX to manufacture additional units. Importantly, in 2025 we continued to operate the safest railroad in North America, and we continued to leverage the strength of our Home Safe program which has been instrumental in lowering the number of workplace injuries. I am proud of the CPKC family of railroaders and congratulate the entire team on continuing to deliver safely. The award winning CPKC Holiday Train crossed Canada and the U.S. for the 27th year in 2025 raising a record $2 million and collecting more than 175,000 pounds of food for local food banks in 194 communities. The CPKC Women's Open was held in Mississauga, Ont., and helped raise a record $4.5 million to support heart health in Ontario. Governance, Board Renewal and Succession Our Board has high expectations of performance for management and we hold ourselves to the same high expectations. We are continually evaluating ourselves to ensure compliance with the standards of good governance and that each member continues to function efficiently and effectively with each other and management. When evaluating the composition of the Board and potential new members, we look to enhance the skills and experience of the Board. I am pleased that, as part of the Company's ongoing board succession planning, Gordon Trafton, a current member of the CPKC Board, has been appointed Vice-Chair of the Board. Additionally, on January 27, 2026, CPKC's Board welcomed Marc Parent as a new director. He brings valuable experience in engineering, aerospace and operations leadership to the Board. We are pleased to nominate Katharine (Kate) Stevenson to the Board in 2026. Kate brings experience in finance, telecommunications and board governance. We are excited to welcome both Marc and Kate who in addition to their valuable expertise and fresh perspectives, will help guide CPKC as the company continues to build on its unique network and navigate global uncertainly. You can read more about each of our director nominees commencing on page 16. Shareholder engagement As we have done each year for the past decade, the Board continued its proactive engagement with shareholders. This year, I was joined in these discussions by Gordon Trafton (Vice-Chair and Chair of the Risk and Sustainability Committee), and Matthew Paull (Chair of the Management Resources and Compensation Committee). Our engagement with shareholders focused on several key themes including: the recently announced evolution of CPKC's Board and governance structure; progress on integration following the CP-KCS combination; updates on CPKC's climate strategy and feedback on our annual "say on climate" advisory vote; executive compensation, talent retention, and succession planning; and broader industry considerations, including potential further consolidation and evolving trade policy dynamics. The Board greatly values our ongoing dialogue with shareholders, and we carefully consider the perspectives shared with us as we continue to refine our governance and sustainability approach. Through these engagements, we have heard that shareholders continue to view our say on climate vote as an important mechanism for accountability and transparency. At the same time, several shareholders have provided feedback that an annual vote is not necessary given the long-term nature of sustainability strategy and reporting. In response, the Board has determined that we will continue to provide comprehensive sustainability disclosures and to report our sustainability progress annually to shareholders, while transitioning the say on climate vote to a three-year cycle. Following this year's say on climate vote, the next shareholder vote on this matter will be held at the Company's annual meeting in 2029. I thank you for your ongoing commitment to CPKC and look forward to your participation in our virtual shareholder meeting on April 29, 2026. In this proxy circular, you will find important information and instructions about how to participate at the virtual meeting. Please remember to vote your shares by proxy or online during the meeting. If you have any questions or require assistance voting, you can contact our strategic shareholder advisor and solicitation agent, Kingsdale Advisors at 1-866-879-7649 (toll free in North America) or at 647-251-9709 (for collect calls outside of North America and for banks and brokers) or by email at [email protected] . Sincerely, Isabelle Courville Board Chair You have received this management proxy circular (proxy circular) because you owned shares of CPKC at the close of business on March 9, 2026 and are therefore entitled to participate in our 2026 annual meeting of shareholders and vote your shares. The 2026 annual meeting will be held in a virtual format which will be conducted via live webcast online, allowing shareholders to participate regardless of where they are located. Shareholders will be able to vote on all business brought forth before the meeting and submit questions for consideration as they would at an in-person shareholders' meeting. Questions that are not answered at the 2026 annual meeting will be addressed via email following the meeting. Shareholders that usually vote by proxy ahead of the meeting will be able to do so in the usual way. To the knowledge of the directors and executive officers of the Corporation, as of the date hereof, there is no person or company that beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10 percent or more of the voting rights attached to any class of voting securities of the Corporation. Registered shareholders and duly appointed proxyholders will be able to participate in the meeting, participate in the question-and-answer session, and vote, all in real time, provided they follow the instructions in our proxy circular. Non-registered (or beneficial) shareholders that have not appointed themselves or another person as their proxyholder may attend the meeting online as guests. In our continuing effort to reduce environmental impacts and improve sustainability, we have once again adopted the "notice and access" procedures permitted under applicable Canadian securities laws. Under the notice and access procedures, we can post electronic versions of the proxy circular and meeting materials online. Instructions for accessing these materials online will be mailed to shareholders in a notice. Shareholders can still obtain paper copies of the proxy circular and meeting materials upon request. For additional information, see Part VI - Delivery of Meeting Materials and Voting Information beginning on page 97. 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 [email protected] . FOR page 14 FOR page 13 FOR page 13 FOR page 12 page 12 Receive the audited consolidated financial statements for the year ended December 31, 2025 The audited consolidated financial statements are included in our 2025 annual report, available under our corporate profile on SEDAR+ ( https://www.sedarplus.ca ), EDGAR ( https://www.sec.gov ) and on our website (investor.cpkcr.com) 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. Have a say on our approach to 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. 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. Election of directors You will be asked to elect 14 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. Voting For more Recommendation information Business of the meeting 2026 Meeting details When Wednesday, April 29, 2026 9:00 a.m. (Mountain Daylight Time) Where Virtual meeting via webcast online at: https://meetings.lumiconnect.com/ 400-909-565-002 Method of Delivery Meeting materials are being delivered to shareholders under the "notice and access" provisions of applicable Canadian securities laws Governance highlights CPKC's commitment to good corporate governance is integral to our business. Highlights of our strong corporate governance practices, along with our key governance policies and practices are set out below. A full listing of CPKC's key governance policies and practices are available at investor.cpkcr.com. active oversight of CPKC's strategy, initiatives and risk management diverse, engaged board with demonstrated commitment to refreshment and independence commitment to shareholder rights and an active shareholder engagement program 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 Global Anti-Corruption Policy Dodd-Frank Clawback policy Our 2026 director nominees Name Age Director since Position Independent 2025 Standing committee memberships (1) 2025 meeting attendance 2025 voting results (in favour) Other public company boards Hon. John Baird, P.C. 56 May 2015 Senior Advisor Bennett Jones LLP Former Minister Transport and Infrastructure, Canada Corporate Governance, Responsibility (Chair) 86% (2) 97.54% 3 Isabelle Courville 63 May 2013 Chair, CPKC Ex-officio member of all 100% 97.99% 2 Keith Creel 57 May 2015 President and CEO N/A 100% 99.85% - Amb. Antonio Garza 66 June 2023 Senior Advisor, White & • Corporate Governance, 100% 98.99% 1 (Ret.) Case, LLP Nominating & Social Responsibility Risk and Sustainability Arturo Gutiérrez Hernández 60 Nov 2024 CEO, Arca Continental, S.A.B de C.V. Audit and Finance 100% 97.26% 1 Hon. Edward Hamberger 75 July 2019 Former President and CEO Association of American Integration (Chair) 100% 99.81% - Janet Kennedy 65 June 2023 Former VP, North America Regions, Google Cloud Audit and Finance (Chair) 100% 99.87% 2 Henry Maier 72 June 2023 Former President & CEO, Audit and Finance 100% 99.08% - and Compensation Integration Nominating & Social Risk and Sustainability Committees CPKC Integration Railroads Risk and Sustainability Integration FedEx Ground • Management Resources Matthew Paull 74 Jan 2016 Former Senior Executive Vice-President and CFO McDonald's Corporation Audit and Finance Management Resources and Compensation (Chair) 100% 97.55% - Marc Parent 65 Jan 2026 Former President & CEO, CAE Inc. N/A N/A N/A 1 Jane Peverett 67 Dec 2016 Former President and CEO BC Transmission Corporation Andrea Robertson 62 July 2019 Chair, Calgary Airport Authority Audit and Finance Corporate Governance, Nominating & Social Responsibility Corporate Governance, Nominating & Social Responsibility Integration Management Resources and Compensation 100% 98.64% 3 100% 98.52% - Katharine Stevenson 63 N/A Chair, CIBC N/A N/A N/A 1 Gordon Trafton 72 Jan 2017 Vice-Chair, CPKC • Management Resources and Compensation Risk and Sustainability (Chair) 100% 99.05% - You can read more about each nominated director in the profiles beginning on page 19 and the skills matrix on page 86. (1) As of December 31, 2025. (2) Mr. Baird was absent from the January committee meetings due to the passing of an immediate family member. His absence was approved by the Chair. Compensation highlights 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 focus on building shareholder value emphasis on financial and safety measures performance targets align with our strategy Our executive compensation program is designed in a manner consistent with our commitment to align pay with performance, our business strategy and the interests of our shareholders. executives are CPKC shareholders majority of executive pay is at risk direct link between pay and performance The table below shows how we have aligned our Named Executive Officers' (NEOs) pay to performance in 2025. How we do it Pay for performance alignment At-risk compensation 93 percent of CEO target compensation is at-risk 82 percent average of other NEO target compensation is at-risk NEO's performance assessments and accomplishments Comprehensive review of NEO accomplishments starting on page 53 CEO's individual performance factor cannot exceed the corporate performance factor Incentive program is tied directly to financial and safety results as well as shareholder value creation Explanation of how our corporate performance results and relative total shareholder return (TSR) are tied to 2025 annual incentive and 2023 performance share unit (PSU) payouts are on pages 46 and 52 Incentive payouts are formulaically determined Descriptions of how we determine our short-term and long-term incentive awards are provided on pages 44 and 47 You can read more about executive compensation and the decisions made by the Management Resources and Compensation Committee (Compensation Committee) and the Board in the compensation discussion and analysis beginning on page 34. Sustainability highlights fostering employee growth, leadership development and a culture of accountability and continuous improvement committed to climate action and reducing GHG emissions from our locomotive operations focused on the safety of employees, communities and the environment 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 approach and practices Human Rights Policy Environmental Policy Supplier Code of Conduct CPKC is committed to conducting business in an environmentally and socially responsible manner while we continue to safely and efficiently operate our railway. investing in local programs and supporting economic development in communities along our network integrating responsible procurement practices in our supply chain first North American Class I railroad to participate in the United Nations Global Compact Awards and Recognitions CPKC was proud to have received several awards, rankings and other notable recognitions, including the following: S&P Global Included in the 2026 S&P Global Sustainability Yearbook CDP Longtime respondent to CDP's Climate Change Questionnaire FTSE4Good Index Included on the 2025 Index Series Alberta's Top 85 Named One of Alberta's top 85 Employers for 2026 MSCI ESG Rating Received an A rating in 2025 ISS Prime Status Awarded in 2025 for Corporate ESG Performance EcoVadis Received "Committed" Sustainability Rating in 2025 Best in Biz Award Received Gold Award for Most Socially Responsible Company of the Year PART II - BUSINESS OF THE SHAREHOLDER MEETING You will vote on four items of business at the Meeting (items 2 - 5 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. Receive the financial statements Our audited consolidated financial statements for CPKC for the year ended December 31, 2025 and the auditor's report thereon will be presented at the Meeting. The audited consolidated financial statements for the most recently completed financial year are included in our 2025 annual report which is being distributed to shareholders using the "notice and access" procedures under applicable Canadian securities laws. The annual report is available on our website (investor.cpkcr.com/financials), on SEDAR+ ( https://www.sedarplus.ca ) and EDGAR ( https://www.sec.gov ) or you can ask our Corporate Secretary by mail to the Office of the Corporate Secretary, 7550 Ogden Dale Road S.E., Calgary, Alberta T2C 4X9 to send you a copy. Appointment of auditor You will vote on appointing Ernst & Young LLP (EY) as the Company's independent registered public accounting firm (auditor) for the fiscal year ending December 31, 2026. EY was first appointed auditor in 2021 and the Board recommends that they be re-appointed as the Company's auditor until the close of the next annual meeting of shareholders. Last year, at our 2025 annual and special meeting, we received a 99.61% percent vote FOR the reappointment of EY as the Company's auditor. You may vote FOR or WITHHOLD your vote with respect to the appointment of EY as our independent registered accounting firm. EY's audit and non-audit fees are approved by the Audit and Finance Committee. You can read more about the Audit and Finance Committee on pages 30 and 80. The table below shows the fees we paid to EY in 2025 and 2024 for audit and non-audit services. Representatives of EY will participate at the Meeting and will have an opportunity to make a statement and respond to any questions from shareholders. For the year ended December 31 2025 2024 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 of financial statements of certain subsidiaries and certain pension and benefits plans), and advice on accounting and/or disclosure matters $6,702,400 $6,268,200 Audit-related fees for services related to the audit but not included in the audit fees above, including securities filings $ 350,000 $ - Tax fees for services relating to tax compliance, tax planning and tax advice $ 187,900 $ 510,900 All other fees $ - $ - Total $7,240,300 $6,779,100 The Board recommends you vote FOR the appointment of EY as our auditor. Have a say on our approach to executive compensation You will have an opportunity to vote on the Company's approach to executive pay at the Meeting. As this is an advisory vote, the results are non-binding, but will give the Board important feedback on our approach to executive compensation. Last year, at our 2025 annual and special meeting, we received a 87.74% percent vote FOR our non-binding advisory resolution on executive compensation. The Compensation Committee continues to work hard to ensure our compensation program pays for performance, aligns with sound principles, supports long-term sustainable value, is clear and transparent and aligns with shareholder interests. You can vote FOR or AGAINST the following non-binding resolution on executive pay as described in this proxy circular: "RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the Company's approach to the compensation of the named executive officers of Canadian Pacific Kansas City Limited as disclosed in the Company's proxy circular (which includes the compensation discussion and analysis, the compensation tables and the discussion accompanying the compensation tables) delivered prior to the 2026 annual meeting of shareholders." The Board recommends you vote FOR the advisory resolution approving the Company's approach to executive compensation. The Board will consider this year's results, other feedback it receives, as well as best practices in compensation and governance when reviewing our executive compensation in the future. You can read about executive compensation in the compensation discussion and analysis beginning on page 34. Have a say on our approach to climate change We are asking shareholders to vote on an advisory say on climate resolution approving the Company's approach to climate change. As this is an advisory vote, the results are non-binding. Last year at our 2025 annual and special meeting, we received a 91.66% vote FOR our non-binding advisory resolution on the Company's approach to climate change. CPKC recognizes that climate change presents both risks and opportunities to our business. To give stakeholders a clear view of our approach, we recently released CPKC's Climate Insights report-a resource that brings together important climate-related information in an accessible document. Replacing our 2021 Climate Strategy, this report outlines our climate governance, strategic approach, risk management practices, metrics and emissions objectives. As the Company advances its climate strategy, the Board has undertaken active and ongoing engagement with shareholders. Through these engagements, we have heard that shareholders view our say on climate vote as an important mechanism for accountability and transparency, while also expressing that an annual vote is not necessary given the long-term nature of sustainability strategy and reporting. In response, the Board has determined that we will continue to provide comprehensive sustainability disclosures and to report our sustainability progress annually to shareholders while moving to a say on climate vote every three years. Following this year, the next say on climate vote will take place at the Company's annual meeting in 2029. To guide the Company's near-term climate actions, in 2023, CPKC established a 2030 GHG emissions reduction target for the Company's locomotive operations using the Science Based Targets initiative (SBTi) sectoral-based approach for freight railroads and a well-below 2°C global warming scenario. This target, which was validated by SBTi, represents a commitment to: 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. After a strategic review of our GHG reduction targets and an assessment of evolving SBTi standards and operational factors, the Company has decided to defer formal validation of a 1.5°C-aligned target through the SBTi at this time. This decision reflects several key considerations, including that SBTi continues to update its Corporate Net-Zero Standard 2.0 (which is currently in draft form), and the fact that SBTi has not yet developed a freight rail-specific methodology that supports an intensity-based approach aligned with the 1.5°C pathway. We also considered the evolving and diverging expectations from governments, regulators, standard-setters, investors and other stakeholders across the jurisdictions in which we operate, as well as the availability of commercially viable low-emission technologies for the freight rail sector at this time. CPKC's commitment to driving emissions reductions remains unchanged, and we will continue to regularly report on our climate actions and performance to our stakeholders. An update on the Company's progress on our climate objectives and actions in 2025, including further detail on the decision to defer setting a 1.5ºC-aligned target at this time, is included in Part V of this proxy circular. The Board is asking shareholders to vote at the meeting on the following advisory say on climate resolution: "RESOLVED, on an advisory basis and not to diminish the roles and responsibilities of the Board of Directors, that the shareholders of Canadian Pacific Kansas City Limited approve the Company's approach to climate change as disclosed in this proxy circular." Although the vote is non-binding, the Risk and Sustainability Committee will review and consider the voting results taking into account shareholder perspectives. CPKC expects to inform shareholders in due course about any updates to our strategic approach to climate change through the Company's ongoing climate-related disclosures. The Board recommends you vote FOR the advisory resolution approving the Company's approach to climate change. You can read about our approach to climate change in Part V of this proxy circular beginning on page 89. Elect directors Our governing documents require us to have between five and 20 directors on our Board. This year there are 14 nominees for election to the Board, of which 13 nominees currently serve on the board. Mr. Marc Parent was appointed to the Board effective January 27, 2026 and Ms. Katharine Stevenson is a first-time nominee. See "About the Director Nominees" beginning on page 16 for further information on each nominated director. Each nominee director has expressed their willingness to serve on our Board. If before the Meeting, however, we learn that a nominee is unable to serve, the people named on your proxy or voting instruction form may be able to use their discretion to vote for another qualified nominee. Directors who are elected at the Meeting will serve from the date of the Meeting until the close of our next annual meeting of shareholders, unless a director resigns or is otherwise removed earlier. You can vote FOR or AGAINST each nominated director. The Board recommends you vote FOR each nominated director. Other Business We will consider any other business that is properly brought before the Meeting. As of the date of this proxy circular, neither management nor the Board is aware of any other items of business that may be brought before the Meeting. 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 2027 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 [email protected] . 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. 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 2027 annual meeting is from November 30, 2026 to and including January 29, 2027. Submitting a shareholder proposal does not guarantee that it will be included in the proxy materials. 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. Communications and engagement 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: [email protected] or [email protected] You can communicate with the Chair of the Board anonymously, but we encourage you to identify yourself so we can acknowledge your communication. The Board's approach to shareholder engagement is summarized in the diagram below. Annual general meeting Prior to next annual meeting publish annual report and proxy statement follow up on engagement conversations, seek feedback and discuss board decisions and rationale ENGAGEMENT After the annual meeting reflect on the vote results discuss potential actions in response to results and identify compensation and governance topics of most interest to shareholders organize engagement meetings Shareholder engagement engage with shareholders and proxy advisory firms to better understand investors' views on executive compensation and governance topics review current practices and evaluate potential changes in light of feedback received Shareholder engagement Since 2016, members of the Board have engaged annually with our shareholders. In the first quarter of 2026, we engaged with many of our top institutional shareholders, collectively representing approximately 30 percent of our public float. The meetings were attended by the Company's Chair of the Board, the Vice-Chair and Chair of the Risk and Sustainability Committee, the Chair of the Compensation Committee and a representative from the Company's Investor Relations department. The objective of the meetings was to provide shareholders an update on the Company's key topics such as governance including how the Board is evolving, the KCS integration, sustainability, compensation, and of particular focus was succession and retention planning. We also asked shareholders for their views on the evolving landscape of sustainability; in particular, their views on CPKC's annual say on climate vote. Other topics of interest raised by shareholders included potential industry consolidation and evolving trade policy. ABOUT THE DIRECTOR NOMINEES The Board is elected by shareholders to oversee management and act in the best interest of the Company. The key to proper stewardship is assembling a Board that is qualified, experienced, diverse and operates independently of management. Independence Thirteen of the 14 nominated directors, including both the Chair and the Vice-Chair of the Board, and all committee members, are independent. Mr. Creel is not independent because he is the Company's President and Chief Executive Officer. Qualified and experienced senior executive leadership and strategic oversight accounting and financial literacy industry knowledge We strive to maintain a well-rounded and diverse Board that balances transportation industry experience with independence. Our directors bring to our board a mix of core skills and experience across a broad range of industries. The institutional knowledge of incumbent CPKC directors will continue to complement the skills required to have an effective and dynamic CPKC Board. Our director nominees have skills in the following areas: risk management/ cybersecurity environment, health & safety human resources & executive compensation 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 86. 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 66 years and nominee directors that served on the board in 2025 have an average tenure of 7.1 years. Five of the 14 nominees (36%) 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 74. A copy of our Board of Directors Diversity Policy can be found at investor.cpkcr.com/governance. Serving on other boards Canadian Pacific Railway Company (CPRC) is our principal operating entity in Canada and it directly or indirectly owns all of the voting shares of our other subsidiaries. Our directors serve as directors of both Canadian Pacific Kansas City Limited and CPRC and the two boards meet concurrently. CPRC is a reporting issuer in Canada because of its outstanding public debt securities. None of the nominated directors serve on more than three other public company boards (see page 78 for more information on serving on other boards). Each of our nominees, other than Ms. Stevenson, currently serves as a director of CPRC. The Board believes that all of our directors have demonstrated the ability to devote sufficient time and attention to fulfill their duties to the Board. Meeting attendance We expect directors to attend, in person, via telephone or video conference, all board meetings and all of their committee meetings. Meeting materials are provided to directors in advance. If a director cannot attend a meeting, they can provide their comments to the Chair of the Board, committee chair or the Corporate Secretary beforehand and that person will ensure the comments and views are considered at the meeting. 2025 board and committee attendance Corporate Compensation The following table summarizes director attendance in 2025. The independent directors met in camera without management present at each board, Audit and Finance Committee and Compensation Committee meeting. Other committees also convened in camera from time to time. Director Board Audit and Finance Governance, Nominating and Social Responsibility Management Resources and Risk and Sustainability Integration Total (1) Hon. John Baird, P.C. (2) 7 - 3 - 2 - 86% Isabelle Courville (3) 7 10 4 5 3 4 100% Keith Creel 7 - - - - - 100% Amb. Antonio Garza (Ret) 7 - 4 - 3 - 100% Arturo Gutiérrez Hernández (4) 7 3 - - - 2 100% Hon. Edward Hamberger 7 - - - 3 4 100% Janet Kennedy (5) 7 7 - - - 4 100% Henry Maier 7 10 - 5 - 4 100% Matthew Paull 7 10 - 5 - - 100% Jane Peverett 7 10 4 - - - 100% Andrea Robertson 7 - 4 5 - 4 100% Gordon Trafton 7 - - 5 3 - 100% Total Meetings Held 7 10 4 5 3 4 (1) Totals in this chart reflect attendance for all formal Board and committee sessions in 2025 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. (2) Mr. Baird was absent from the January committee meetings due to the passing of an immediate family member. His absence was approved by the Board Chair. (3) Ms. Courville is an ex-officio member of all standing Committees and may attend committee meetings at her discretion. (4) Mr. Gutierrez was appointed to the Audit and Finance Committee and the Integration Committee on April 30, 2025. (5) Ms. Kennedy attended 100% of the Audit and Finance Committee meetings for which she was eligible (7/7), having recused herself from three meetings. Director Nominee Profile Highlights Our Board nominees are highly qualified and experienced, each bringing a strong commitment to effective governance and oversight. Collectively, they possess a breadth of skills and backgrounds that enable robust oversight of CPKC's management, strategy, and long-term value creation. All nominees have agreed to serve on our Board. Our Board composition reflects strong governance practices, including regular Board refreshment based on our evolving strategic needs and proactive director succession planning. Our nominees bring complementary backgrounds, a diversity of viewpoints, and a broad range of relevant skills and experiences that are critical to the Board's ability to provide effective oversight of the Company. Their varying tenure on the Board supports a balance of historical insight and new perspectives, strengthening our ability to oversee the Company's business, strategy, and operations. Share Ownership All directors are CPKC shareholders and must meet our share ownership requirements within five years of joining the Board, further aligning their interests with those of our shareholders. Share ownership figures are as of March 9, 2026, and reflect shares beneficially owned or controlled, directly or indirectly, by each director, including holdings under the Directors' Deferred Share Unit (DDSU) Plan. The Corporate Governance and Nominating Committee reviews compliance with these guidelines annually to ensure alignment with best practices. Below is a summary of certain information about our Board nominees. Director Nominee Expertise Accounting / Financial Literacy 14/14 Government/Regulatory affairs and Legal 12/14 Environment, Health and Safety, and Climate 10/14 Risk Management 14/14 Transportation Industry Knowledge 10/14 Senior Executive Leadership 14/14 Governance 14/14 Strategic Oversight 14/14 Director Nominee Attributes (1) Tenure Less than 4 years 6 5 to 10 years 7 11+ years 1 Age 55-64 6 65-74 7 75+ 1 Our Director Nominees American - 43% Canadian - 43% Mexican - 14% Women - 36% Men - 64% Independence Gender 93% of our director nominees are independent 36% of our director nominees are women 21% Board Refreshment Ethnicity six new directors over the past 3 years of our director nominees are ethnically diverse (1) Figures reflect all director nominees standing for election at the Meeting. Isabelle Courville (1) Chair Independent Age: 63 Director since: May 1, 2013 Residence: Mont-Tremblant, Québec, Canada 2025 voting results: 97.99% for DIRECTOR SKILLS AND QUALIFICATIONS Brings experience in the following areas: senior executive leadership, accounting & financial literacy, accounting & financial expertise, environment, health & safety, and climate expertise, executive compensation/human resources, transportation industry knowledge, governance, government/ regulatory affairs and legal, risk management, sales & marketing and strategic oversight. CURRENT PUBLIC COMPANY DIRECTORSHIPS Veolia Environnement S.A. (2015 to present) Chair Research, Innovation and Sustainable Development Committee Member of Nominations Committee and Purpose Committee Emera Inc. (2025 to present) Member of the Audit Committee and Management Resources and Compensation Committee OVERALL 2025 ATTENDANCE (2) 100% Meeting Attendance Board 7 of 7 100% Audit and Finance 10 of 10 100% Governance 4 of 4 100% Compensation 5 of 5 100% Risk and Sustainability 3 of 3 100% Integration 4 of 4 100% BUSINESS EXPERIENCE President of Hydro-Québec Distribution and Hydro-Québec TransÉnergie (2007 to 2013) 20 years of experience in the Canadian telecommunications industry, including President of Bell Canada's Enterprise Group (2003 to 2006) and President and Chief Executive Officer of Bell Nordiq Group (2002 to 2003) PAST PUBLIC COMPANY DIRECTORSHIPS SNC-Lavalin Group Inc. (2017 to 2023) Laurentian Bank of Canada (2007 to 2019) (Chair of the Board) Gecina S.A. (2016 to April 2017) TVA Group (2013 to 2016) OTHER EXPERIENCE Other Boards - Current Institute for Governance of Private and Public Organizations (IGOPP) (2016 to present) (member of Governance and Ethics Committee) Other Boards - Past Institute of Corporate Directors (ICD) (2013 to 2017) Quebec Institute of Corporate Directors (IAS) (2013-2022) EDUCATION Bachelor's degree in Engineering Physics, École Polytechnique de Montréal Bachelor's degree in Civil Law, McGill University Doctorate Honoris Causa, Université de Montréal Fellow of the Institute of Corporate Directors SHARE OWNERSHIP Shares: 0 DDSUs: 71,223 Meets share ownership requirements Gordon Trafton (3) Vice-Chair (4) Independent Age: 72 Director since: January 1, 2017 Residence: Naperville, Illinois, U.S.A. 2025 voting results: 99.05% for DIRECTOR SKILLS AND QUALIFICATIONS Brings experience in the following areas: senior executive leadership, accounting & financial literacy, environment, health & safety, and climate expertise, executive compensation/human resources, transportation industry knowledge, governance, government/regulatory affairs and legal, risk management, sales & marketing and strategic oversight. CURRENT PUBLIC COMPANY DIRECTORSHIPS None OVERALL 2025 ATTENDANCE 100% Meeting Attendance Board 7 of 7 100% Compensation 5 of 5 100% Risk and Sustainability (Chair) 3 of 3 100% BUSINESS EXPERIENCE Consultant, Brigadier Consulting (2014 to 2015) Consultant, CPKC (f/k/a Canadian Pacific Railway Limited) (2013) Special Advisor to the Canadian National Railway (CN) leadership team (2009 to his retirement in 2010) Senior Vice-President Strategic Acquisitions and Integration, CN (2009 to 2010) Senior Vice-President, Southern Region, CN (2003 to 2009) Vice-President, Operations Integration, CN (2001 to 2003) Vice-President, Transportation and IT Services, Illinois Central Railroad (1999 to 2001) Held a number of leadership positions with Illinois Central Railroad and Burlington Northern Railroad OTHER EXPERIENCE Other Boards - Current Leeds School of Business Advisory Board, University of Colorado Boulder (2012 to present) Sacred Cow Consulting, Inc., Advisory Board (2020 to present) Pacific National (2023 to present) EDUCATION Bachelor of Science, Transportation Management from the Leeds School of Business, University of Colorado Boulder SHARE OWNERSHIP Shares: 0 DDSUs: 34,613 Meets share ownership requirements (1) Ms. Courville meets the SEC definition of "Audit Committee Financial Expert". (2) Ms. Courville is an ex-officio member of all standing committees and may attend committee meetings at her discretion. (3) Identifies as a visible minority. (4) Mr. Trafton was appointed as Vice-Chair of the Board on January 28, 2026. Hon. John Baird, P.C. Independent Age: 56 Director since: May 14, 2015 Residence: Toronto, Ontario, Canada 2025 voting results: 97.54% for Keith Creel Not Independent Age: 57 Director since: May 14, 2015 Residence: Wellington, Florida, U.S.A. 2025 voting results: 99.85% for DIRECTOR SKILLS AND QUALIFICATIONS Brings experience in the following areas: senior executive leadership, accounting & financial literacy, environment, health & safety, and climate expertise, transportation industry knowledge, investment management, governance, government/regulatory affairs and legal, risk management and strategic oversight. DIRECTOR SKILLS AND QUALIFICATIONS President and Chief Executive Officer of the Company since January 31, 2017. Brings experience in the following areas: senior executive leadership, accounting & financial literacy, environment, health & safety, and climate expertise, executive compensation/human resources, transportation industry knowledge, governance, government/regulatory affairs and legal, risk management, sales & marketing and strategic oversight. CURRENT PUBLIC COMPANY DIRECTORSHIPS None OVERALL 2025 ATTENDANCE (1) 86% Meeting Attendance Board 7 of 7 100% Governance (Chair) 3 of 4 75% Risk and Sustainability 2 of 3 67% BUSINESS EXPERIENCE Senior Advisor at the law firm of Bennett Jones LLP (2015 to present) Senior Advisor at Eurasia Group (a geopolitical risk consultancy) (2015 to present) Member of the International Advisory Board, Barrick Gold Corporation (2015 to present) President at Grantham Finchley Consulting Inc. (2015 to present) PAST PUBLIC COMPANY DIRECTORSHIPS Osisko Gold Royalties Ltd. (2020 to 2024) OTHER EXPERIENCE Other Boards - Current FWD Management Holdings Limited (2021 to present) (Chair of Compensation Committee, member of Nominating and Corporate Governance Committee and Risk Committee) Other Boards - Past PineBridge Investments (2015-2025) Other experience Served as Canadian Foreign Minister, Minister of Transport and Infrastructure, Minister of Environment, and President of the Treasury Board during his three terms as a Member of the Canadian Parliament (2006 to 2015) Appointed to the Privy Council in 2006 Former Minister of Community and Social Services and Minister of Energy in the Government of Ontario Senior Advisor to Community Living Ontario, an organization that supports individuals with developmental disabilities EDUCATION Honours Bachelor of Arts (Political Studies), Queen's University SHARE OWNERSHIP Shares: 0 DDSUs: 51,054 Meets share ownership requirements OVERALL 2025 ATTENDANCE 100% CURRENT PUBLIC COMPANY DIRECTORSHIPS Canfor Corporation/Canfor Pulp Products Inc. (2016 to present) Chair of the Board FWD Group Holdings Limited (2021 to present) Chair of Compensation Committee, member of Nominating and Corporate Governance Committee and Risk Committee Meeting Attendance Board 7 of 7 100% BUSINESS EXPERIENCE Became the first President and Chief Executive Officer of CPKC on April 14, 2023 with the combination of Canadian Pacific and Kansas City Southern President and Chief Executive Officer of CP (2017 to April 14, 2023) President and Chief Operating Officer of CP (2013 to 2017) Executive Vice-President and Chief Operating Officer of Canadian National Railway Company (CN) (2010 to 2013) Other positions at CN included Executive Vice-President, Operations, Senior Vice-President Eastern Region, Senior Vice-President Western Region, and Vice-President of CN's Prairie division (2002 to 2010) Superintendent and general manager at Grand Trunk Western Railroad (1999 to 2002) Trainmaster and director of corridor operations at Illinois Central Railway prior to its merger with CN in 1999 Began his railroad career in 1992 as an intermodal ramp manager at Burlington Northern Railway in Birmingham, Alabama INDUSTRY RECOGNITIONS Named "Railroad Innovator" for 2024 & 2014 by Progressive Railroading Named "2021 CEO of the Year" and "2021 Strategist of the Year" by The Globe and Mail's Report on Business Magazine Named "Railroader of the Year" for 2022 & 2021 by Railway Age magazine OTHER EXPERIENCE Other Boards - Current Representative on Association of American Railroads Other experience Commissioned officer in the U.S. Army and served in the Persian Gulf War in Saudi Arabia EDUCATION Bachelor of Science in Marketing, Jacksonville State University Advanced Management Program, Harvard Business School SHARE OWNERSHIP Shares (2) : 99,898 DSUs: 167,445 PSUs: 325,567 Options (3) : 2,171,035 Meets executive share ownership requirements (see page 37) (1) Mr. Baird was absent from the January committee meetings due to the passing of an immediate family member. His absence was approved by the Board Chair. (2) Reflects CPKC shares in Employee Share Purchase Plan, 401(k) and personal accounts. (3) Reflects stock options outstanding as of Record Date. Amb. Antonio Garza (Ret.) (1) Independent Age: 66 Director since: June 15, 2023 Residence: Mexico City, Mexico (U.S. Citizen) 2025 voting results: 98.99% for DIRECTOR SKILLS AND QUALIFICATIONS Brings experience in the following areas: senior executive leadership, accounting & financial literacy, environment, health & safety, and climate expertise, transportation industry knowledge, governance, government/ regulatory affairs and legal, risk management and strategic oversight. CURRENT PUBLIC COMPANY DIRECTORSHIPS The Greenbriar Companies (2021 to present) Member of the Audit Committee and Chair of the Nominating and Corporate Governance Committee OVERALL 2025 ATTENDANCE 100% OVERALL 2025 ATTENDANCE (2) 100% Meeting Attendance Meeting Attendance Board 7 of 7 100% Board 7 of 7 100% Governance 4 of 4 100% Audit and Finance 3 of 3 100% Risk and Sustainability 3 of 3 100% Integration 2 of 2 100% BUSINESS EXPERIENCE Senior Advisor to the law firm of White & Case LLP, Mexico City (2025 to present); served as Counsel to the firm (2009-2025) Chairman, Vianovo Ventures (2009 to present) PAST PUBLIC COMPANY DIRECTORSHIPS Kansas City Southern (2010 to April 13, 2023) MoneyGram International (2012 to 2023) Americas Technology Acquisition Corp (2020-2022) Basic Energy Services (2010 to 2016) OTHER EXPERIENCE Other Boards - Current Southern Methodist University (Board of Trustees) George W. Bush Foundation (Director) Americas Council/Council of the Americas Society (Director) Texas Tribune (Director) American Chamber de Mexico (Honorary Director) Other Experience United States Ambassador to Mexico (2002 to 2009) Chairman, Texas Railroad Commission (1998 to 2002) Partner, Bracewell Law Firm (1997) Secretary of State, State of Texas (1995 to 1997) Senior Policy Advisor, Governor of the State of Texas (1994 to 1997) Cameron County Judge (1988 to 1994) EDUCATION JD (Doctor of Jurisprudence), Southern Methodist University School of Law BBA Finance, University of Texas at Austin RECOGNITIONS Distinguished Alumni at both the University of Texas at Austin and the Southern Methodist University, Dallas, TX Inducted into the McCombs School of Business Hall of Fame, University of Texas at Austin Recipient of the Orden Mexicana del Aguila Azteca (Mexican Order of the Aztec Eagle), the highest honor awarded by the Mexican Government on a non-citizens SHARE OWNERSHIP Shares: 12,828 DDSUs: 10,029 Meets share ownership requirements Arturo Gutiérrez Hernández (1) Independent Age: 60 Director since: November 1, 2024 Residence: Monterrey, Mexico 2025 voting results: 97.26% for DIRECTOR SKILLS AND QUALIFICATIONS Brings experience in the following areas: senior executive leadership, accounting & financial literacy, environment, health & safety, and climate expertise, executive compensation/human resources, investment management, governance, government/regulatory affairs and legal, risk management, sales & marketing, and strategic oversight. CURRENT PUBLIC COMPANY DIRECTORSHIPS KKR & Co. Inc. (2021 to present) Member of the Conflicts Committee BUSINESS EXPERIENCE Arca Continental, S.A.B. de C.V. (2001 - present) O Chief Executive Officer (2019 - present) O Deputy Chief Executive Officer (2017 - 2019) O Chief Operating Officer (2011 - 2017) O Vice President, Mexico Beverages (2008 - 2011) O Vice President, Human Resources (2006 - 2008) O Vice President, Corporate Planning (2003 - 2006) O General Counsel and Secretary of the Board (2001 - 2008) EDUCATION Bachelor degree in Law, Escuela Libre de Derecho Master's degree in Law, Harvard University - Fullbright/Garcia Robles Scholar SHARE OWNERSHIP Shares: 0 DDSUs: 4,553 Expected to meet share ownership requirements in 2029 (1) Identifies as a visible minority. (2) Mr. Gutierrez was appointed to the Audit and Finance Committee and the Integration Committee on April 30, 2025. Hon. Edward Hamberger Independent Age: 75 Director since: July 15, 2019 Residence: Delray Beach, Florida, U.S.A. 2025 voting results: 99.87% for DIRECTOR SKILLS AND QUALIFICATIONS Brings experience in the following areas: senior executive leadership, accounting & financial literacy, environment, health & safety, and climate expertise, executive compensation/human resources, transportation industry knowledge, governance, government/regulatory affairs and legal, risk management and strategic oversight. CURRENT PUBLIC COMPANY DIRECTORSHIPS None OVERALL 2025 ATTENDANCE 100% Meeting Attendance Board 7 of 7 100% Risk and Sustainability 3 of 3 100% Integration (Chair) 4 of 4 100% BUSINESS EXPERIENCE President and Chief Executive Officer, Association of American Railroads (1998 to 2019) OTHER EXPERIENCE Other Boards - Past Transportation Institute, University of Denver (2002 to 2024) Business Advisory Committee, Kellogg School of Management, Northwestern University (2000 to 2019) TTCI (Chair of the Board) (1998 to 2019) Railinc Corporation (1998 to 2019) Mineta Transportation Institute, San Jose State University (2005 to 2019) Baker Donelson, Management Committee (1989 to 1998) Asociación Mexicana de Ferrocarriles (2005 to 2008) Other Experience Served as Assistant Secretary for governmental affairs at the U.S. Department of Transportation (1987 to 1989) EDUCATION Juris Doctor, Georgetown University Master of Science, Foreign Service, Georgetown University Bachelor of Science, Foreign Service, Georgetown University SHARE OWNERSHIP Shares: 0 DDSUs: 24,955 Meets share ownership requirements Janet Kennedy (1) Independent Age: 65 Director since: June 15, 2023 Residence: Naples, Florida, U.S.A. 2025 voting results: 99.87% for DIRECTOR SKILLS AND QUALIFICATIONS Brings experience in the following areas: senior executive leadership, accounting & financial literacy, accounting & financial expertise, executive compensation/human resources, transportation industry knowledge, investment management, governance, risk management, sales & marketing, information technology and strategic oversight. CURRENT PUBLIC COMPANY DIRECTORSHIPS Duluth Holdings Inc. (2023 to present) Member of the Audit Committee TriNet Group, Inc. (2025 to present) Member of the Finance and Audit Committee and Compensation and Human Capital Management Committee OVERALL 2025 ATTENDANCE 100% Meeting Attendance Board 7 of 7 100% Audit and Finance (Chair) (2) 7 of 7 100% Integration 4 of 4 100% BUSINESS EXPERIENCE Vice President, North America Regions of Google Cloud at Google (2019 to April, 2023) Partner/Principal, Americas Advisory Digital Transformation Leader of Ernst & Young (2018 to 2019) Vice President of US Digital Transformation for Microsoft Corp. (2018 to 2019) President of Microsoft Canada (2013 to 2017) Vice President, U.S. Enterprise of Microsoft Corp. (2009 to 2013) Vice President, Central Region EPG for Microsoft Corp. (2002 to 2013) Business Unit Executive for IBM (1990 to 2002) PAST PUBLIC COMPANY DIRECTORSHIPS Kansas City Southern (2017 to 2018 and from 2019 to April 13, 2023) OTHER EXPERIENCE Other Boards - Past Information Technology Association of Canada (2013 to 2017) Business Council of Canada (2014 to 2017) EDUCATION BSIM, Industrial Mgmt/Industrial Engineering, Purdue University, Daniels School of Business MBA, Queens University of Charlotte Directors Consortium 2018, Stanford Graduate School of Business Executive Education Diligent Board Certification for Cybersecurity & Risk SHARE OWNERSHIP Shares: 7,944 DDSUs: 10,914 Expected to meet share ownership requirements in 2028 (1) Ms. Kennedy meets the SEC definition of "Audit Committee Financial Expert". (2) Ms. Kennedy attended 100% of the Audit and Finance Committee meetings for which she was eligible (7/7), having recused herself from three meetings. Henry Maier Independent Age: 72 Director since: June 15, 2023 Residence: Gallatin, Tennessee, U.S.A. 2025 voting results: DIRECTOR SKILLS AND QUALIFICATIONS Brings experience in the following areas: senior executive leadership, accounting & financial literacy, executive compensation/human resources, transportation industry knowledge, governance, risk management, sales & marketing and strategic oversight. 99.08% for Marc Parent (1) Independent Age: 65 Director since: January 27, 2026 Residence: Westmount, Québec, Canada 2025 voting results: DIRECTOR SKILLS AND QUALIFICATIONS Brings experience in the following areas: senior executive leadership, accounting & financial literacy, environment, health & safety, and climate expertise, executive compensation/human resources, transportation industry knowledge, governance, government/regulatory affairs and legal, risk management, sales & marketing, information technology and strategic oversight. N/A CURRENT PUBLIC COMPANY DIRECTORSHIPS None OVERALL 2025 ATTENDANCE 100% Meeting Attendance Board 7 of 7 100% Audit and Finance 10 of 10 100% Compensation 5 of 5 100% Integration 4 of 4 100% BUSINESS EXPERIENCE President and Chief Executive Officer of FedEx Ground (2013 to 2021) Executive Vice President, Strategic Planning, Communications, and Contractor Relations for FedEx Corp. (2009 to 2013) PAST PUBLIC COMPANY DIRECTORSHIPS CH Robinson Worldwide Inc. (2022 to 2025) CarParts.com (2021 to 2025) CalAmp Corp. (2021 to 2024) Kansas City Southern (2017 to April 13, 2023) OTHER EXPERIENCE Other Boards - Past United Way of Southwestern Pennsylvania EDUCATION Bachelor of Arts in Economics, University of Michigan SHARE OWNERSHIP Shares: 26,206 DDSUs: 6,329 Meets share ownership requirements CURRENT PUBLIC COMPANY DIRECTORSHIPS Telus Corporation (2017 to present) Member of the Pension Committee and People, Culture and Compensation Committee OVERALL 2025 ATTENDANCE (1) N/A BUSINESS EXPERIENCE President & Chief Executive Officer of CAE Inc. (2009 to 2025) Executive Vice President & Chief Operating Officer of CAE Inc. (2008 to 2009) Group President, Simulation Products & Military Training & Services of CAE Inc. (2006 to 2008) Group President, Civil Simulation Products of CAE Inc. (2005 to 2006) Vice President and General Manager Challenger Programs for Bombardier Aerospace (2004 - 2005) Vice President and General Manager, U.S. Operations for Bombardier Aerospace (2003 - 2004) Vice President and General Manager of Operations of the Toronto facility Bombardier Aerospace (2001 - 2003) Vice President, Operations of the de Havilland site in Toronto Bombardier Aerospace (2000 - 2001) Vice President Program Management for Product Development Bombardier Aerospace (1998 - 2000) PAST PUBLIC COMPANY DIRECTORSHIPS CAE Inc. (2008 to 2025) OTHER EXPERIENCE Other Boards - Current McGill University Health Centre Foundation (2024 to present) Other Boards - Past Aero Montreal (2008 to 2010) Aerospace Industries Association of Canada (2007 to 2025) EDUCATION Bachelor of Engineering, École Polytechnique de Montréal Graduate, Harvard Business School of Advanced Management Program Honorary Doctorate, École Polytechnique de Montréal Airline Transport Pilot License, Transport Canada and FAA (current and active) RECOGNITIONS Member of the Order of Canada and the Order of Québec 2022 Inducted into Canada's Aviation Hall of Fame 2022 Industry Leader of the Year, Living Legends of Aviation 2022 Aviation Week's Philip J. Klass Award for Lifetime Achievement 2024 Living Legend of Aviation Inductee SHARE OWNERSHIP Shares: 13,933 DDSUs: 0 Expected to meet share ownership requirements in 2031 (1) Mr. Parent joined the board effective January 27, 2026. Matthew Paull (1) Independent Age: 74 Director since: January 26, 2016 Residence: Wilmette, Illinois, U.S.A. 2025 voting results: 97.55% for Jane Peverett (1) Independent Age: 67 Director since: December 13, 2016 Residence: West Vancouver, British Columbia, Canada 2025 voting results: 98.64% for DIRECTOR SKILLS AND QUALIFICATIONS Brings experience in the following areas: senior executive leadership, accounting & financial literacy, accounting & financial expertise, executive compensation/human resources, investment management, governance, government/regulatory affairs and legal, risk management and strategic oversight. DIRECTOR SKILLS AND QUALIFICATIONS Brings experience in the following areas: senior executive leadership, accounting & financial literacy, accounting & financial expertise, environment, health & safety, and climate expertise, executive compensation/human resources, governance, government/regulatory affairs and legal, risk management and strategic oversight. CURRENT PUBLIC COMPANY DIRECTORSHIPS None CURRENT PUBLIC COMPANY DIRECTORSHIPS Northwest Natural Gas Company (2007 to present) Chair of the Audit Committee Member of Governance Committee and the Organization and Executive Compensation Committee Capital Power Corporation (2019 to present) Member of the Audit Committee and the Health, Safety and Environment Committee Suncor Energy Inc. (2023 to present) Member of the Audit Committee and Governance Committee OVERALL 2025 ATTENDANCE 100% Meeting Attendance Board 7 of 7 100% Compensation (Chair) 5 of 5 100% Audit and Finance 10 of 10 100% BUSINESS EXPERIENCE Senior Executive Vice-President and Chief Financial Officer of McDonald's Corporation (2001 until his retirement in 2008) Before joining McDonald's in 1993, was a partner at Ernst & Young where he managed a variety of financial practices during his 18-year career and consulted with many leading multinational corporations PAST PUBLIC COMPANY DIRECTORSHIPS Air Products and Chemicals, Inc. (2013 to 2025) (Chair of Audit and Finance Committee and member of Corporate Governance and Nominating Committee and Executive Committee) Chipotle Mexican Grill Inc. (2016 to 2020) (member of Compensation Committee) Best Buy Co. (2003 to 2013) (Lead independent director and chair of Finance Committee) WMS Industries Inc. (2012 to 2013) KapStone Paper and Packaging Corporation (2010 to 2018) OTHER EXPERIENCE Other Boards - Current Rowan, Inc. (2024 to present) Other Boards - Past Pershing Square Capital Management, L.P. (2008 to 2023) (member of Advisory Board) EDUCATION Master's degree in Accounting, University of Illinois Bachelor's degree, University of Illinois SHARE OWNERSHIP Shares: 18,690 DDSUs: 54,925 Meets share ownership requirements OVERALL 2025 ATTENDANCE 100% Meeting Attendance Board 7 of 7 100% Audit and Finance 10 of 10 100% Governance 4 of 4 100% BUSINESS EXPERIENCE President & Chief Executive Officer of BC Transmission Corporation (electrical transmission) (2005 to 2009) Vice-President, Corporate Services and Chief Financial Officer of BC Transmission Corporation (2003 to 2005) (3) President of Union Gas Limited (a natural gas storage, transmission and distribution company) (2002 to 2003) Other positions at Union Gas Limited: President & Chief Executive Officer (2001 to 2002); Senior Vice-President Sales & Marketing (2000 to 2001) and Chief Financial Officer (1999 to 2000) (3) PAST PUBLIC COMPANY DIRECTORSHIPS Encana Corp. (2003 to 2017) Postmedia Network Canada Corp. (2013 to 2016) Hydro One Limited (2015 to 2018) CIBC (2009 to April 2023) OTHER EXPERIENCE Other Boards - Current CSA Group (2019 to present) (Chair of the Board) British Columbia Institute of Corporate Directors Advisory Board (2014 to present) (Advisory Board Member) EDUCATION Bachelor of Commerce degree, McMaster University Master of Business Administration degree, Queen's University Certified Management Accountant A Fellow of the Society of Management Accountants Holds the ICD.D designation from the Institute of Corporate Directors SHARE OWNERSHIP Shares: 0 DDSUs: 34,645 Meets share ownership requirements (1) Mr. Paull and Ms. Peverett meet the SEC definition of "Audit Committee Financial Expert". Andrea Robertson Independent Age: 62 Director since: July 15, 2019 Residence: Calgary, Alberta, Canada 2025 voting results: 98.52% for DIRECTOR SKILLS AND QUALIFICATIONS Brings experience in the following areas: senior executive leadership, accounting & financial literacy, environment, health & safety, and climate expertise, executive compensation/human resources, transportation industry knowledge, governance, government/regulatory affairs and legal, risk management, and strategic oversight. CURRENT PUBLIC COMPANY DIRECTORSHIPS None OVERALL 2025 ATTENDANCE 100% Meeting Attendance Board 7 of 7 100% Governance 4 of 4 100% Compensation 5 of 5 100% Integration 4 of 4 100% BUSINESS EXPERIENCE Chair of the Board, Calgary Airport Authority (2023 to present) President & Chief Executive Officer, Shock Trauma Air Rescue Service (STARS) (2011 to 2023) President & Chief Operating Officer, STARS (2011 to 2012) Chief Nursing and Health Professions Officer, Alberta Health Services (2009 to 2011) Vice President, Foothills Medical Centre (2008 to 2009) Vice President, Alberta Children's Hospital (2008 to 2009) Vice President, South Health Campus (2005 to 2007) OTHER EXPERIENCE Other Boards - Current Medavie Inc. (2025 to present) The Calgary Airport Authority (2017 to present) Other Boards - Past Bow Valley College (2015 to 2018) United Way (2007 to 2013) University of Alberta, Faculty of Medicine & Dentistry (2021 to 2023) EDUCATION Executive Leadership, Harvard University ICD.D Rotman School of Business Masters in Health-Care Administration, Central Michigan University Baccalaureate of Nursing, University of Calgary Executive Fellowship, Wharton University Championing Sustainability from the Boardroom, Stanford Doerr School of Sustainability SHARE OWNERSHIP Shares: 0 DDSUs: 21,832 Meets share ownership requirements Katharine Stevenson Independent Age: 63 Director since: N/A Residence: Toronto, Ontario, Canada 2025 voting results: N/A DIRECTOR SKILLS AND QUALIFICATIONS Brings experience in the following areas: senior executive leadership, accounting & financial literacy, accounting & financial expertise, executive compensation/human resources , information technology, investment management, governance, government/regulatory affairs and legal, risk management, and strategic oversight. CURRENT PUBLIC COMPANY DIRECTORSHIPS Canadian Imperial Bank of Commerce (CIBC) (2011 to present) Chair of Board OVERALL 2025 ATTENDANCE (1) N/A BUSINESS EXPERIENCE Ms. Stevenson has extensive business and corporate governance experience, having served on numerous public company and not-for-profit boards in Canada and the US over the past two decades, where she has consistently assumed leadership roles. For over 20 years she was a financial executive in the telecommunications and financial services industry, including executive roles in treasury, corporate finance and business development. Ms. Stevenson is a director of CIBC Bancorp USA Inc., CIBC Bank USA and Vice Chair of the Board of Directors of Unity Health Toronto. OTHER EXPERIENCE Other Boards - Current CIBC Bank USA/CIBC Bancorp USA Inc. (2020 to present) Unity Health Toronto (2021 to present) PAST PUBLIC COMPANY DIRECTORSHIPS Open Text Corporation (2008 to 2025) Capital Power Corporation (2017 to 2023) CAE Inc. (2007 to 2019) EDUCATION Bachelor of Arts (Magna Cum Laude), Harvard University Member of the Institute of Corporate Directors (ICD.D) Doctor of Laws, honoris causa , Carleton University RECOGNITIONS Named Top 100 Most Powerful Women in Canada 2025 ICD Fellowship Award SHARE OWNERSHIP Shares: 2,000 DDSUs: 0 Expected to meet share ownership requirements in 2031 Additional information on our director nominees Other than as disclosed below, none of the nominated directors is, or has been in the last 10 years: a director, chief executive officer or chief financial officer of a company that: was subject to a cease trade or similar order or an order that denied the issuer access to any exemptions under securities legislation for over 30 consecutive days, that was issued while the proposed director was acting in that capacity, or was subject to a cease trade or similar order or an order that denied the issuer access to an exemption under securities legislation for over 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in that capacity a director or executive officer of a company that, while that proposed director was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold their assets, or subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities commission, or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director. Ms. Peverett was a director of Postmedia Network Canada Corp. (Postmedia) from April 2013 to January 2016. On October 5, 2016, Postmedia completed a recapitalization transaction under a court-approved plan of arrangement under the CBCA. Approximately US$268.6 million of debt was exchanged for shares that represented approximately 98 percent of the outstanding shares of Postmedia at that time. Postmedia repaid, extended and amended the terms of its outstanding debt obligations. Mr. Maier served as a director of CalAmp Corp. (CalAmp) from 2021 to 2024. CalAmp was a publicly traded company whose common shares were listed on the NASDAQ during this period. CalAmp was incorporated in Delaware. On June 3, 2024, CalAmp entered into a restructuring support agreement with its principal lender, Lynrock Lake Fund LP (Lynrock), who became the equity holder of CalAmp following a series of restructuring transactions. With the support of Lynrock, on June 3, 2024, CalAmp and certain of its subsidiaries (collectively, the Debtors) filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court) for relief under Chapter 11 of Title 11 of the United States Code , thereby commencing Chapter 11 cases for the Debtors. On July 11, 2024, the Bankruptcy Court entered an order confirming the Debtors' Joint Plan of Reorganization (the Plan), with an effective date of July 31, 2024. Pursuant to the Plan, Mr. Maier ceased to be a director of CalAmp. After consummating the Plan, CalAmp emerged from Chapter 11 of the Bankruptcy Code on September 23, 2024, with Lynrock as the sole shareholder of CalAmp. 2025 Director Compensation The Governance Committee reviews director compensation every two to three years based on the directors' responsibilities, time commitment and the compensation provided by comparable companies. The Board last reviewed director compensation in April 2025. At that time, the annual board retainer was increased from US$280,000 to US$300,000 and the additional Board Chair retainer was increased from US$195,000 to US$225,000 per year. No changes were made to the additional committee chair retainers. The chairs of the Compensation Committee and the Audit and Finance Committee receive an additional US$40,000 per year. All other committee chairs receive an additional US$30,000 per year. We paid directors a total of approximately $5,101,678 in 2025 as detailed in the table below. Directors receive a flat fee retainer to cover their ongoing oversight and responsibilities throughout the year, and they do not receive additional compensation for attendance at Board and committee meetings. Directors receive 100 percent of their annual retainer in director deferred share units (DDSUs) until they have met their share ownership requirements. After that, directors are required to receive at least 50 percent of their compensation in DDSUs. The totals listed in the chart below represent (1) the approximate dollar value of DDSUs credited to each director's DDSU account in 2025, based on the closing fair market value of our shares on the grant date plus (2) the cash portion paid if a director elected to receive a portion of their compensation in cash. Mr. Creel does not receive compensation in respect of his role as a director because he is compensated in respect of his role as President and CEO (see pages 53 and 59 for details). He is therefore not included in the chart below. All figures in the chart below are in Canadian dollars. Name Fees earned (2) (paid in cash) ($) Share-based awards (1)(2) (DDSUs) ($) All other compensation (2)(3) ($) Total ($) % of Total Fees Taken in DDSUs Hon. John Baird, P.C. 0 449,343 1,000 450,343 100 Isabelle Courville 353,190 353,190 1,000 707,380 50 Amb. Antonio Garza (Ret) (4) 0 410,124 51,719 461,843 100 Arturo Gutiérrez Hernández 0 410,124 1,398 411,522 100 Hon. Edward Hamberger 0 452,058 1,398 453,456 100 Janet Kennedy 0 466,036 1,398 467,434 100 Henry Maier 205,062 205,062 1,398 411,522 50 Matthew Paull 0 466,036 1,398 467,434 100 Jane Peverett 203,822 203,822 1,000 408,644 50 Andrea Robertson 203,822 203,822 1,000 408,644 50 Gordon Trafton 226,029 226,029 1,398 453,456 50 (1) 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. (2) 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, Gutierrez, Hamberger, Maier, Paull and Trafton were paid in U.S. dollars and their amounts have been converted to Canadian dollars using the 2025 average exchange rate of $1.3978. Ms. Courville, Peverett and Robertson and Mr. Baird were paid in Canadian dollars based on the exchange rate on the grant date. (3) Each director was provided with a $1,000 donation in local currency to the charity of their choice in December 2025 in gratitude for their year of service. This amount appears under All other compensation. (4) 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 ...

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