CP

Business Context and Reporting Period

Company: Canadian Pacific Railway Limited (CP)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: March 13, 2015
Context: This filing announces the adoption of By-law No. 2, known as the "Advance Notice By-Law," by the Board of Directors. The by-law establishes a framework for shareholders to submit advance notice of director nominations prior to annual or special meetings.

Financial Metrics

This filing does not contain financial performance data. There are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.

Material Changes

Governance Change: The Corporation has adopted the Advance Notice By-Law effective immediately. This change requires shareholders to adhere to specific deadlines for submitting director nominations:

• Annual Meetings: Notice must be given at least 30 days prior to the meeting. If the meeting date is announced less than 50 days in advance, notice is due by the close of business on the 10th day following the announcement.
• Special Meetings: Notice must be given by the close of business on the 15th day following the first public announcement of the meeting date.

The by-law aims to ensure a transparent process and adequate notice for all shareholders to exercise voting rights.

Guidance, Outlook, and Risks

Outlook: The filing includes a standard disclaimer regarding forward-looking information, noting that shareholder approval of the by-law is expected but not guaranteed. The company states it undertakes no obligation to update forward-looking information except as required by law.

Risks and Contingencies: The document lists numerous factors that could cause actual results to differ from expectations, including:

• General North American and global economic conditions.
• Agricultural production risks (weather, insects).
• Energy commodity availability and pricing.
• Competition, pricing pressures, and industry capacity.
• Regulatory changes, tax rate fluctuations, and inflation.
• Operational risks such as derailments, transportation of dangerous goods, and labor disputes.
• Environmental events (severe weather, droughts, floods, avalanches, earthquakes).

Key Facts for Investor Verification

• Verify the full text of the Advance Notice By-Law filed under CP's profile at www.sedar.com.
• Confirm the ratification of the by-law at the next meeting of shareholders as required by the Canada Business Corporations Act.
• Note that this filing is a governance update and does not reflect operational or financial results for the period.