Filed Pursuant to Rule 424(b)(3)
Registration No. 333-259991

PROXY STATEMENT OF KANSAS CITY SOUTHERN PROSPECTUS OF CANADIAN PACIFIC RAILWAY LIMITED

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Kansas City Southern:

On September 15, 2021, Kansas City Southern (which we refer to as “KCS”), Canadian Pacific Railway Limited (which we refer to as “CPRL”), Cygnus Merger Sub 1 Corporation, a direct wholly owned subsidiary of CPRL (which we refer to as “surviving merger sub”) and Cygnus Merger Sub 2 Corporation, a direct wholly owned subsidiary of surviving merger sub (which we refer to as “first merger sub” and, together with surviving merger sub, the “merger subs”), entered into an Agreement and Plan of Merger (which, as it may be amended from time to time, we refer to as the “merger agreement”) that provides for the acquisition of KCS by CPRL. On the terms and subject to the conditions set forth in the merger agreement, (1) first merger sub will merge with and into KCS (which we refer to as the “first merger”) with KCS surviving the first merger as a wholly owned subsidiary of surviving merger sub, and (2) immediately following the effective time of the first merger (which we refer to as the “effective time”), KCS will merge with and into surviving merger sub (which we refer to as the “second merger,” and, together with the first merger, the “transaction”) with surviving merger sub surviving the second merger as a direct wholly owned subsidiary of CPRL.

At the effective time, each share of common stock, par value $0.01 per share, of KCS (which we refer to as “KCS common stock”) issued and outstanding immediately prior to the effective time (other than certain excluded shares as described in the merger agreement) that you own will be converted into the right to receive (a) 2.884 (which number we refer to as the “exchange ratio”) CPRL common shares (which we refer to as the “CPRL common shares”) and (b) $90.00 in cash, without interest (which we refer to, collectively, as the “merger consideration”), and each share of 4% noncumulative preferred stock of KCS, par value $25.00 (which we refer to as the “KCS preferred stock,” and, together with the KCS common stock, the “KCS voting stock”), issued and outstanding immediately prior to the effective time (other than certain excluded shares as described in the merger agreement) that you own will be converted into the right to receive $37.50 per share in cash, without interest (which we refer to as the “preferred merger consideration”).

The exchange ratio is fixed and will not be adjusted to reflect changes in the price of KCS common stock or CPRL common shares prior to the effective time. The CPRL common shares issued in connection with the transaction will be listed on the New York Stock Exchange (which we refer to as the “NYSE”) and the Toronto Stock Exchange (which we refer to as the “TSX”). Based on the number of shares of KCS common stock and CPRL common shares outstanding on October 29, 2021, upon completion of the transaction, we expect that former holders of KCS common stock and KCS preferred stock (who we collectively refer to as “KCS stockholders”) would own approximately 28% of the outstanding CPRL common shares immediately after the first merger, persons who were CPRL shareholders immediately prior to the transaction would own approximately 72% of the outstanding CPRL common shares. CPRL common shares are traded on the NYSE

and the TSX under the symbol “CP.” KCS common stock and KCS preferred stock are traded on the NYSE under the symbols “KSU” and “KSU-P,” respectively. We encourage you to obtain current quotes for the KCS common stock and CPRL common shares.

Because the exchange ratio is fixed, the market value of the merger consideration to holders of KCS common stock will fluctuate with the market price of the CPRL common shares and will not be known at the time that KCS stockholders vote on the transaction. Based on the closing price of CPRL common shares of $72.71 on the NYSE on August 9, 2021, the last full trading day prior to that on which CPRL submitted a revised offer to acquire KCS, the implied value of the merger consideration to holders of KCS common stock was approximately $299.70 per share of KCS common stock. On October 29, 2021, the latest practicable trading day before the date of this proxy statement/prospectus, the closing price of CPRL common shares on the NYSE was $77.40 per share, resulting in an implied value of the merger consideration to holders of KCS common stock of $313.22 per share of KCS common stock.

At the special meeting of KCS’s stockholders to be held on December 10, 2021 (which we refer to as the “KCS special meeting”), KCS stockholders will be asked to consider and vote on (1) a proposal to adopt the merger agreement (which we refer to as the “KCS merger proposal”), (2) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to KCS’s named executive officers that is based on or otherwise relates to the transaction and (3) a proposal to adjourn the KCS special meeting if there are insufficient votes to approve the KCS merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to KCS stockholders (which we collectively refer to as the “KCS proposals”). The board of directors of KCS (which we refer to as the “KCS board”) unanimously recommends that KCS stockholders vote “FOR” each of the KCS proposals at the KCS special meeting.

We cannot complete the transaction unless the KCS merger proposal is approved by KCS stockholders. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to attend the KCS special meeting, please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope or call the toll-free telephone number or use the internet as described in the instructions included with your proxy card in order to authorize the individuals named on your proxy card to vote your shares at the KCS special meeting.

This proxy statement/prospectus provides you with important information about the KCS special meeting, the transaction and each of the KCS proposals. We encourage you to read the entire document carefully, in particular the “Risk Factors” section on page 22 for a discussion of risks relevant to the transaction.

We look forward to the successful completion of the transaction.

As noted above, the KCS board unanimously recommends that KCS stockholders vote “FOR” the KCS merger proposal and each of the other KCS proposals.

Sincerely,	Sincerely,
Patrick J. Ottensmeyer President and Chief Executive Officer Kansas City Southern	Keith Creel President and Chief Executive Officer Canadian Pacific Railway Limited

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE OR CANADIAN PROVINCIAL OR TERRITORIAL SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE TRANSACTION OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this proxy statement/prospectus is November 3, 2021, and it is first being mailed to KCS stockholders on or about November 4, 2021.

ADDITIONAL INFORMATION

KCS and CPRL file annual, quarterly and other reports, proxy statements and other information with the U.S. Securities and Exchange Commission (which we also refer to as the “SEC”). This proxy statement/prospectus incorporates by reference important business and financial information about KCS and CPRL from documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section entitled “Where You Can Find Additional Information,” on page 230. You can obtain copies of the documents incorporated by reference into this proxy statement/prospectus, without charge, from the SEC’s website at www.sec.gov or on the System for Electronic Document Analysis and Retrieval (which we refer to as “SEDAR”), of the Canadian Securities Administrators, the Canadian equivalent of the SEC’s system, at www.sedar.com.

You may also obtain copies of documents filed by KCS with the SEC from KCS’s website at www.investors.kcsouthern.com under the tab “Financial Information” and then under the headings “Annual Reports & Proxy Statements” and “SEC Filings” and copies of documents filed by CPRL with the SEC and SEDAR from CPRL’s website at investor.cpr.ca under the tab “Financials” and then under the headings “Annual Reports” and “SEC Filings.”

We are not incorporating the contents of the websites of the SEC, KCS, CPRL or any other entity or any other website into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

You can also request copies of such documents incorporated by reference into this proxy statement/prospectus (excluding all exhibits, unless an exhibit has specifically been incorporated by reference into this proxy statement/prospectus), without charge, by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

Kansas City Southern 427 West 12th Street Kansas City, Missouri 64105 Attention: Corporate Secretary Telephone: 1-888-800-3690 Canadian Pacific Railway Limited 7550 Ogden Dale Road S.E. Calgary, Alberta, T2C 4X9 Attention: Office of the Corporate Secretary Telephone: 1-403-319-7000

In addition, if you have questions about the transaction or the KCS special meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact MacKenzie Partners, Inc., KCS’s proxy solicitor, at the following address and telephone numbers:

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, New York

10018 1-800-322-2885 (Toll-Free)

1-212-929-5500

proxy@mackenziepartners.com

You will not be charged for any of the documents that you request. If you would like to request documents, please do so by December 3, 2021 (which is five business days before the date of the KCS special meeting) in order to receive them before the KCS special meeting.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 (File No. 333-259991) filed with the SEC by CPRL, constitutes a prospectus of CPRL under Section 5 of the U.S. Securities Act of 1933, as amended (which we refer to as the “U.S. Securities Act”), with respect to the CPRL common shares to be issued to holders of KCS common stock (which we refer to as “KCS common stockholders”) pursuant to the Agreement and Plan of Merger, dated as of September 15, 2021, by and among CPRL, Cygnus Merger Sub 1 Corporation, Cygnus Merger Sub 2 Corporation and KCS, as it may be amended.

This proxy statement/prospectus also constitutes a notice of meeting and a proxy statement of KCS under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (which we refer to as the “U.S. Exchange Act”), with respect to the KCS special meeting, at which KCS stockholders will be asked to consider and vote on, among other matters, a proposal to adopt the merger agreement.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated November 3, 2021. The information contained in this proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to KCS stockholders nor the issuance by CPRL of common shares under the merger agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning CPRL and the merger subs contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by CPRL, and information concerning KCS contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by KCS.

Unless otherwise specified, currency amounts referenced in this proxy statement/prospectus are in U.S. dollars.

CPRL intends to mail to CPRL shareholders a management information circular relating to the special meeting of CPRL’s shareholders to be held for the purpose of obtaining the approval of a majority of the votes cast by the holders of outstanding CPRL common shares represented in person or by proxy and entitled to vote on such matter in favor of the issuance of CPRL common shares in connection with the first merger. A copy of such circular will be made available on the website maintained by CPRL (investor.cpr.ca) and filed on SEDAR (www.sedar.com). The web address of CPRL has been included as an inactive textual reference only. The CPRL management information circular and website are not incorporated by reference into, and do not form a part of, this proxy statement/prospectus.

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CURRENCY EXCHANGE RATE DATA

The following table shows, for the years and dates indicated, certain information regarding the Canadian dollar/U.S. dollar exchange rate, as reported by the Bank of Canada. Such exchange rate on October 29, 2021 was C$1.2384 = US$1.00.

All references in this proxy statement/prospectus to “$” or “US$” are to U.S. dollars, unless otherwise indicated. All references in this proxy statement/prospectus to “C$” are to Canadian dollars. The rates set forth below may differ from the actual rates used in CP’s accounting processes and in the preparation of CP’s consolidated financial statements or the unaudited pro forma financial information presented herein.

	Period End		Average		Low		High
Year ended (C$ per US$)
2020(1)		1.2732		1.3415		1.2718		1.4496
2019(2)		1.2988		1.3269		1.2988		1.36
2018(3)		1.3642		1.2957		1.2288		1.3642
2017(4)		1.2545		1.2986		1.2128		1.3743
2016(5)		1.3427		1.3248		1.2544		1.4589
Month ended (C$ per US$)
October 2021 (through October 29, 2021)						1.2329		1.2654
September 2021						1.2518		1.2828
August 2021						1.2497		1.2856
July 2021						1.2343		1.2759
June 2021						1.204		1.2419
May 2021						1.2051		1.2315
April 2021						1.2285		1.2617
March 2021						1.2455		1.2668
February 2021						1.2530		1.2828
January 2021						1.2627		1.2810
December 2020						1.2718		1.2952
November 2020						1.2965		1.3257

(1) From January 2, 2020 through December 31, 2020

(2) From January 2, 2019 through December 31, 2019

(3) From January 2, 2018 through December 31, 2018

(4) From January 3, 2017 through December 29, 2017

(5) From January 4, 2016 through December 30, 2016

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NOTICE OF SPECIAL MEETING OF KCS STOCKHOLDERS TO BE HELD ON DECEMBER 10, 2021

YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Kansas City Southern:

Notice is hereby given that Kansas City Southern (which we refer to as “KCS”) will hold a special meeting of its stockholders (which we refer to as the “KCS special meeting”) virtually via the internet on December 10, 2021, beginning at 9:00 a.m., Central Time.

In light of the ongoing COVID-19 (coronavirus) pandemic, the KCS special meeting will be held in a virtual meeting format only, via live audio webcast, and there will not be a physical meeting location. You will be able to attend the KCS special meeting online and to vote your shares electronically at the meeting by visiting https://meetnow.global/MXZ6AKV (which we refer to as the “special meeting website”).

The KCS special meeting will be held for the following purposes:

• to consider and vote on a proposal (which we refer to as the “KCS merger proposal”) to adopt the Agreement and Plan of Merger, dated as of September 15, 2021 (which, as it may be amended from time to time, we refer to as the “merger agreement”), by and among Canadian Pacific Railway Limited (which we refer to as “CPRL”), Cygnus Merger Sub 1 Corporation, a Delaware corporation and direct wholly owned subsidiary of CPRL (which we refer to as “surviving merger sub”), Cygnus Merger Sub 2 Corporation, a Delaware corporation and direct wholly owned subsidiary of surviving merger sub (which we refer to as “first merger sub” and, together with surviving merger sub, the “merger subs”) and KCS;

• to consider and vote on a proposal (which we refer to as the “KCS compensation proposal”) to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to KCS’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement; and

• to consider and vote on a proposal (which we refer to as the “KCS adjournment proposal”) to adjourn the KCS special meeting to solicit additional proxies if there are not sufficient votes at the time of the KCS special meeting to approve the KCS merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to KCS stockholders.

KCS will transact no other business at the KCS special meeting, except, subject to obtaining the prior written consent of CPRL, such business as may properly be brought before the KCS special meeting or any adjournment or postponement thereof. The accompanying proxy statement/prospectus, including the merger agreement attached thereto as Annex A, contains further information with respect to these matters.

KCS stockholders of record at the close of business on October 14, 2021 (which we refer to as the “record date”) will be entitled to notice of and to vote at the KCS special meeting or any adjournment of the KCS special meeting.

The board of directors of KCS (which we refer to as the “KCS board”) has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including (1) the merger of first merger sub with and into KCS (which we refer to as the “first merger”) and (2) the merger of KCS with and into surviving merger sub (which we refer to as the “second merger” and, together with the first merger, the “transaction”) on the terms and subject to the conditions set forth in the merger agreement. The KCS board unanimously recommends that KCS stockholders vote “FOR” the KCS merger proposal, “FOR” the KCS compensation proposal and “FOR” the KCS adjournment proposal.

Your vote is very important, regardless of the number of shares that you own. The parties cannot complete the transactions contemplated by the merger agreement, including the transaction, without approval of

iv

the KCS merger proposal. Assuming a quorum is present, the approval of the KCS merger proposal requires the affirmative vote of at least a majority of the outstanding shares of KCS voting stock, which includes the common stock of KCS, par value $0.01 per share, and 4% noncumulative preferred stock of KCS, par value $25.00 per share, voting together as a single class.

Whether or not you plan to attend the KCS special meeting via the special meeting website, KCS urges you to please promptly mark, sign and date the accompanying proxy and return it in the enclosed postage-paid envelope, which requires no postage if mailed in the United States, or to submit your votes electronically by calling the toll-free telephone number or using the internet as described in the instructions included with the accompanying proxy card, so that your shares may be represented and voted at the KCS special meeting. If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder), please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of KCS stockholders entitled to vote at the KCS special meeting will be available at our headquarters for examination by any KCS stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the KCS special meeting. If you would like to examine the list of KCS stockholders of record, please contact KCS’s Corporate Secretary at 1-888-800-3690 to schedule an appointment or request access. If our headquarters are closed for health and safety reasons related to the coronavirus pandemic during such period, the list of stockholders will be made available for examination electronically upon request to our Corporate Secretary, subject to our satisfactory verification of stockholder status. The list of KCS stockholders entitled to vote at the KCS special meeting will also be available for examination by any KCS stockholder during the KCS special meeting via the special meeting website at https://meetnow.global/MXZ6AKV.

If you have any questions about the transaction, please contact KCS at 1-888-800-3690 or write to Kansas City Southern, 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate Secretary.

If you have any questions about how to vote or direct a vote in respect of your shares of KCS voting stock, you may contact KCS’s proxy solicitor, MacKenzie Partners, Inc., toll-free at 1-800-322-2885. Banks and brokers may call collect at 1-212-929-5500.

By Order of the Board of Directors,

Adam J. Godderz

Senior Vice President – Chief Legal Officer and Corporate Secretary

Kansas City, Missouri

Dated: November 3, 2021

v

TABLE OF CONTENTS

FREQUENTLY USED TERMS	x
QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE SPECIAL MEETING	xviii
SUMMARY	1
Information about the Companies	1
Risk Factors	3
The Transaction and the Merger Agreement	4
Merger Consideration	4
KCS Board of Directors’ Recommendation	4
The Voting Trust	5
Comparative Per Share Market Price Information	5
Opinions of KCS’s Financial Advisors	6
The KCS Special Meeting	7
The CPRL Special Meeting and Shareholder Approval	8
Listing of CPRL Common Shares	9
Delisting and Deregistration of KCS Common Stock	9
Debt Financing	10
Certain U.S. Federal Income Tax Consequences	10
Certain Canadian Federal Income Tax Consequences	11
Accounting Treatment of the Transaction	12
Regulatory Approvals Required for the Transaction	12
Treatment of KCS Equity Awards	15
Appraisal or Dissenters’ Rights	16
Conditions to the Transaction	16
No Solicitation	18
Financing	18
Termination or Abandonment of the Merger Agreement	19
Your Rights as a CPRL Shareholder Will Be Different from Your Rights as a KCS Stockholder	20
Interests of KCS’s Directors and Executive Officers in the Transaction	20
RISK FACTORS	22
Risks Relating to the Transaction	22
Risks Related to KCS’s Business	36
Risks Related to CPRL’s Business	36
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	37
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION	39
THE KCS SPECIAL MEETING	41
Date, Time and Place of the KCS Special Meeting	41
Purpose of the KCS Special Meeting	41
Recommendation of the KCS Board	41
Record Date and Outstanding Shares of KCS Voting Stock	42

vi

Quorum; Abstentions and Broker Non-Votes	42
Required Vote	42
Adjournment	44
Voting by Directors and Executive Officers	44
Voting by Proxy or in Person	44
Revocability of Proxies and Changes to a KCS Stockholder’s Vote	45
Tabulation of Votes	46
Solicitation of Proxies; Expenses of Solicitation	46
Householding	46
Assistance	47
THE KCS MERGER PROPOSAL	48
Transaction Structure	48
Merger Consideration	49
Background of the Transaction	50
Recommendation of the KCS Board; KCS’s Reasons for the Transaction	65
Board of Directors and Management of CPRL after the Transaction	69
CPRL’s Reasons for the Transaction	70
Opinions of KCS’s Financial Advisors	72
KCS Unaudited Prospective Financial Information	97
Summary of KCS Prospective Financial Information	97
Listing of CPRL Common Shares	101
Delisting and Deregistration of KCS Common Stock	102
Interests of KCS’s Directors and Executive Officers in the Transaction	102
The CPRL Special Meeting and Shareholder Approval	108
Accounting Treatment of the Transaction	109
Regulatory Approvals Required for the Transaction	110
Appraisal or Dissenters’ Rights	114
Restrictions on Resales of CPRL Common Shares Received in the Transaction	119
Dividend Policy	119
Debt Financing	119
Certain U.S. Federal Income Tax Consequences	120
Certain Canadian Federal Income Tax Consequences	125
THE ADVISORY COMPENSATION PROPOSAL	132
THE KCS ADJOURNMENT PROPOSAL	133
INFORMATION ABOUT THE COMPANIES	134
Canadian Pacific Railway Limited	134
Cygnus Merger Sub 1 Corporation	134
Cygnus Merger Sub 2 Corporation	134
Kansas City Southern	135
Information Concerning the Combined Company	136

vii

THE MERGER AGREEMENT	137
Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement	137
Structure, Closing and Effectiveness of the Transaction	137
Effects of the Transaction	138
Merger Consideration	139
No Fractional Shares	139
Shares Subject to Properly Exercised Appraisal Rights	139
Surrender of KCS Common Stock	139
Withholding	140
Treatment of KCS Equity Awards	141
Conditions that Must be Satisfied or Waived for the Transaction to Occur	141
Representations and Warranties	144
Material Adverse Effect	145
Conduct of Business Pending the Transaction	146
No Solicitation	151
Change of Recommendation	153
Efforts to Obtain Required Stockholder/Shareholder Votes	154
Financing	155
Employee Matters	157
Indemnification and Insurance	158
Regulatory Filings and Efforts; Other Actions	160
Other Covenants and Agreements	164
Termination or Abandonment of the Merger Agreement	164
Expenses	167
Modification, Amendment or Waiver	167
Specific Enforcement; Remedies	167
Governing Law	168
THE VOTING TRUST	169
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION	171
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET	173
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME	174
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION	176
BENEFICIAL OWNERSHIP OF SECURITIES	191
Security Ownership of Certain Beneficial Owners and Management of KCS	191
Security Ownership of Certain Beneficial Owners and Management of CPRL	193
COMPARISON OF RIGHTS OF CPRL SHAREHOLDERS AND KCS STOCKHOLDERS	195
General	195
Material Differences Between the Rights of Shareholders of CPRL and Stockholders of KCS	195
LEGAL MATTERS	224
EXPERTS	225

viii

ENFORCEABILITY OF CIVIL LIABILITIES	226
OTHER MATTERS	227
FUTURE SHAREHOLDER PROPOSALS	228
KCS	228
HOUSEHOLDING OF PROXY MATERIALS	229
WHERE YOU CAN FIND ADDITIONAL INFORMATION	230
Incorporation of Certain Documents by Reference	230
Annex A—Agreement and Plan of Merger	A-1
Annex B—Opinion of Morgan Stanley	B-1
Annex C—Opinion of BofA Securities	C-1
Annex D—Section 262 of the Delaware General Corporation Law	D-1

ix

FREQUENTLY USED TERMS

Certain terms that are defined in and frequently used throughout this proxy statement/prospectus may be helpful for you to have in mind at the outset. Unless otherwise specified or if the context so requires, the following terms have the meanings set forth below for purposes of this proxy statement/prospectus:

• “alternative proposal” refers to any proposal, offer or indication of intent made by any third party relating to or concerning (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization or similar transaction involving CPRL or KCS, as applicable, in each case, as a result of which the shareholders or stockholders of CPRL or KCS, as applicable, immediately prior to such transaction would cease to own at least 75% of the total voting power of CPRL or KCS, as applicable, or the surviving entity (or any direct or indirect parent company thereof), as applicable, immediately following such transaction, (ii) the acquisition by any third party of more than 25% of the net revenues, net income or total assets of CPRL or KCS, as applicable, and its subsidiaries, on a consolidated basis, or (iii) the direct or indirect acquisition by any third party of more than 25% of the outstanding CPRL common shares or shares of KCS common stock, as applicable.

• “ARTF” refers to the Mexican Agencia Reguladora del Transporte Ferroviario (the Regulatory Agency of Rail Transportation of Mexico).

• “BofA Securities” refers to BofA Securities, Inc., financial advisor to KCS in connection with the transaction.

• “bridge facility” refers to the unsecured 364-day bridge facility in an aggregate principal amount of $8.5 billion contemplated under the commitment letter.

• “business day” refers to any day other than a Saturday, Sunday or a day on which the banks in New York, New York or Calgary, Canada, are authorized by law or executive order to be closed.

• “Canadian tax act” refers to the Income Tax Act (Canada), R.S.C., 1985, c.1 (5th Supp.) and the regulations thereunder.

• “cash consideration” refers to $90.00 in cash, without interest, per share of KCS common stock.

• “CBCA” refers to the Canada Business Corporations Act, R.S.C., 1985, c. C-44, as amended.

• “CFIUS” refers to the Committee on Foreign Investment in the United States.

• “closing” refers to the closing of the transaction.

• “closing date” refers to the date on which the closing of the transaction actually occurs.

• “CN” refers to Canadian National Railway Company, a Canadian corporation.

• “CN agreement” refers to the Agreement and Plan of Merger, dated as of May 21, 2021, among CN, Brooklyn Merger Sub, Inc. and KCS, which was terminated by KCS on September 15, 2021.

• “CN agreement termination payment” refers to the Company Termination Fee (as defined in the CN agreement) paid by KCS to CN.

• “CN proposal” refers to the unsolicited written proposal KCS received from CN on April 20, 2021 to acquire KCS for 1.059 CN common shares and $200.00 in cash per share of KCS common stock.

• “CN refund” refers to the CP Termination Fee Refund (as defined in the CN agreement) paid by KCS to an affiliate of CN.

• “CN termination amount refund” refers to $700.0 million in cash in return of such amount remitted by CPRL to KCS in connection with KCS’s payment to CN of the CN agreement termination payment.

• “Code” refers to the U.S. Internal Revenue Code of 1986, as amended.

• “COFECE” refers to the Comisión Federal de Competencia Económica (the Mexican Antitrust Commission).

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• “commitment letter” refers to the Commitment Letter, dated as of September 15, 2021, by and among GS Lending, BMO, CPRL and CPRC, as modified by that certain joinder letter dated September 29, 2021, in respect of an unsecured 364-day bridge facility in an aggregate principal amount of $8.5 billion.

• “completion of the CFIUS Process” means: (a) CFIUS has determined that there are no unresolved national security concerns with respect to the transactions contemplated by the merger agreement, and KCS and CPRL have received written notice from CFIUS that action under Section 721 has been concluded; (b) KCS and CPRL have received written notice from CFIUS that the transactions contemplated under the merger agreement are not “covered transactions” pursuant to Section 721; or (c) CFIUS has sent a report to the President of the U.S. requesting the decision of the President of the U.S. with respect to the transactions contemplated under the merger agreement and (i) the period under Section 721 during which the President of the U.S. may announce his decision to take action to suspend, prohibit or place any limitations on the transactions contemplated by the merger agreement has expired without any such action being threatened, announced or taken or (ii) the President of the U.S. has announced a decision not to, or otherwise declined to, take any action to suspend or prohibit the transactions contemplated by the merger agreement.

• “concession” refers to the Mexican government’s 50-year concession to KCSM, through which KCSM operates a key commercial corridor of the Mexican railroad system.

• “control date” refers to the date on which CPRL (through an indirect wholly owned subsidiary) is lawfully permitted to assume control over KCS’s railroad operations pursuant to the STB final approval and following completion of the CFIUS process.

• “CP” refers to CPRL together with its subsidiaries.

• “CP termination payment” refers to the Company Termination Fee (as defined in the prior CP merger agreement).

• “CPRL” refers to Canadian Pacific Railway Limited, a Canadian corporation.

• “CPRL approvals” refers to (i) the filing of the certificates of merger in respect of the first merger and the second merger, (ii) authorizations from, or such other actions as are required to be made with or obtained from, the STB, (iii) authorizations from, or such other actions as are required to be made with or obtained from, the FCC, (iv) compliance with any applicable requirements of any antitrust laws, (v) authorizations from, or such other actions as are required to be made with or obtained from, COFECE and the IFT, (vi) the filing of notices with ARTF and SCT, (vii) compliance with the applicable requirements of the U.S. Securities Act, the U.S. Exchange Act and any applicable Canadian provincial or territorial securities laws, including the filing with the SEC of the Form F-4 (of which this proxy statement/prospectus forms a part) and the filing of a management information circular by CPRL with the Alberta Securities Commission and any other applicable securities commission or securities regulatory authority of a province or territory of Canada, (viii) compliance with the rules and regulations of the NYSE and the TSX, (ix) compliance with any applicable foreign or state securities or blue sky laws and (x) the other consents and/or notices set forth on the CPRL disclosure schedules, in each case as required in connection with the transactions contemplated by the merger agreement.

• “CPRL board” refers to the board of directors of CPRL.

• “CPRL common shares” refers to common shares in the capital of CPRL.

• “CPRL disclosure schedules” refers to the disclosure schedules to the merger agreement provided by CPRL.

• “CPRL shareholder approval” refers to the affirmative vote of a majority of the votes cast by the holders of outstanding CPRL common shares represented in person or by proxy and entitled to vote on such matter in favor of the issuance of CPRL common shares in connection with the first merger at the CPRL special meeting, or any adjournment or postponement thereof, in accordance with the rules and policies of the TSX.

• “CPRL shareholders” refers to the holders of CPRL common shares.

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• “CPRL special meeting” refers to the special meeting of CPRL shareholders to be held on December 8, 2021 and any adjournments or postponements thereof.

• “debt commitment letters” refers to the debt commitment letters delivered at signing of the merger agreement, including the commitment letter.

• “DGCL” refers to the Delaware General Corporation Law.

• “dissenting shares” refers to the shares of KCS common stock and KCS preferred stock held by KCS stockholders who do not vote for adoption of the merger agreement and who otherwise properly exercise and perfect appraisal rights for their shares in accordance with the DGCL.

• “effective time” refers to the effective time of the first merger.

• “end date” refers to February 21, 2022; provided, that to the extent the condition to obtain the authorizations required to be obtained from COFECE and the IFT with respect to the transactions contemplated by the merger agreement has not been satisfied or waived on or prior to February 21, 2022, but all other conditions to closing have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the closing), the end date will be automatically extended to May 21, 2022.

• “excepted shareholder” refers to a KCS stockholder who would be treated as a “five-percent transferee shareholder” within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii) of CPRL following the transaction who does not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8 or does not comply with the requirements of that agreement and Treasury Regulations Section 1.367(a)-8 for avoiding the recognition of gain.

• “exchange ratio” refers to 2.884 validly issued, fully paid and non-assessable CPRL common shares for each share of KCS common stock.

• “FCC” refers to the Federal Communications Commission.

• “first merger” refers to the proposed merger of first merger sub with and into KCS, resulting in KCS surviving as a direct, wholly owned subsidiary of surviving merger sub.

• “first merger sub” refers to Cygnus Merger Sub 2 Corporation, a Delaware corporation and a direct wholly owned subsidiary of surviving merger sub.

• “first surviving corporation” refers to KCS as the company that, under the merger agreement, survives the first merger under Delaware law as a direct wholly owned subsidiary of surviving merger sub at the effective time.

• “Form F-4” refers to the registration statement on Form F-4 pursuant to which the offer and sale of CPRL common shares in connection with the first merger will be registered pursuant to the U.S. Securities Act and in which this proxy statement/prospectus is included, together with any supplements thereto.

• “fractional share cash amount” refers to the amount (rounded down to the nearest cent) representing the proportionate interest in the net proceeds from the sale by the exchange agent, on behalf of all holders of fractional shares of KCS common stock, of the aggregated number of fractional CPRL common shares that would otherwise have been issuable to such holders as part of the merger consideration.

• “IFT” refers to the Instituto Federal de Telecomunicaciones (the Mexican Federal Telecommunications Institute).

• “intervening event” refers to an event, change, occurrence, or development that is unknown and not reasonably foreseeable to the applicable party’s board of directors, as of the date of the merger agreement (or if known or reasonably foreseeable, the material consequences of which were not known or reasonably foreseeable as of the date of the merger agreement); provided, that the receipt, existence or terms of an alternative proposal will not be deemed to be an intervening event under the merger agreement.

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• “IRS” refers to the U.S. Internal Revenue Service.

• “KCS” refers to Kansas City Southern, a Delaware corporation.

• “KCS adjournment proposal” refers to the proposal to adjourn the KCS special meeting to solicit additional proxies if there are not sufficient votes at the time of the KCS special meeting to approve the KCS merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to KCS stockholders.

• “KCS approvals” refers to (i) the filing of the certificates of merger in respect of the first merger and the second merger, (ii) authorizations from, or such other actions as are required to be made with or obtained from, the STB, (iii) authorizations from, or such other actions as are required to be made with or obtained from, the FCC, (iv) compliance with any applicable requirements of any antitrust laws, (v) authorizations from, or such other actions as are required to be made with or obtained from, the COFECE and the IFT, (vi) the filing of notices with the ARTF and the SCT, (vii) compliance with the applicable requirements of the U.S. Securities Act and the U.S. Exchange Act, including the filing with the SEC of the Form F-4 (of which this proxy statement/prospectus forms a part), (viii) compliance with the rules and regulations of the NYSE, (ix) compliance with any applicable foreign or state securities or blue sky laws and (x) the other consents and/or notices set forth on the KCS disclosure schedules, in each case, as required in connection with the transactions contemplated by the merger agreement.

• “KCS board” refers to the board of directors of KCS.

• “KCS common stock” refers to shares of common stock of KCS, par value $0.01 per share.

• “KCS common stockholders” refers to the holders of KCS common stock.

• “KCS compensation proposal” refers to the proposal that KCS stockholders will vote on at the KCS special meeting to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to KCS’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement.

• “KCS director deferred stock” refers to an award of director deferred stock that corresponds to shares of KCS common stock.

• “KCS equity awards” collectively refers to the KCS stock options, KCS restricted share awards, KCS performance share awards and KCS director deferred stock.

• “KCS merger proposal” refers to the proposal to adopt the merger agreement that KCS stockholders will vote on at the KCS special meeting.

• “KCS performance share award” refers to an award of performance shares that corresponds to shares of KCS common stock.

• “KCS preferred stock” refers to the 4% noncumulative preferred stock of KCS, par value $25.00 per share.

• “KCS proposals” collectively refers to the KCS merger proposal, the KCS compensation proposal and the KCS adjournment proposal.

• “KCS restricted share award” refers to an award of shares of KCS common stock granted subject to any vesting, forfeiture or other lapse restrictions.

• “KCS special meeting” refers to the special meeting of KCS stockholders to be held on December 10, 2021.

• “KCS stock option” refers to an award of options to purchase shares of KCS common stock.

• “KCS stockholder approval” refers to the affirmative vote of the holders of a majority of the outstanding shares of KCS voting stock in favor of the adoption of the merger agreement.

• “KCS stockholders” collectively refers to the holders of KCS common stock and KCS preferred stock.

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• “KCS voting stock” refers collectively to KCS common stock and KCS preferred stock, as a single class.

• “KCSM” refers to Kansas City Southern de México, S.A. de C.V., a wholly owned subsidiary of KCS.

• “KCSR” refers to The Kansas City Southern Railway Company, a wholly owned subsidiary of KCS.

• “MacKenzie” refers to MacKenzie Partners, Inc., a proxy solicitation firm retained by KCS to assist in the solicitation of proxies for the KCS special meeting.

• “material adverse effect” refers to, under the merger agreement and with respect to KCS or CPRL, as applicable, an event, change, occurrence, effect or development that (x) has a material adverse effect on the business, operations or financial condition of such party and its subsidiaries, taken as a whole, or (y) would prevent, materially delay or materially impair the ability (i) in the case of KCS, KCS, and (ii) in the case of CPRL, CPRL or either merger sub, to consummate the transactions contemplated by the merger agreement or, in the case of CPRL, to obtain the debt financing, but, solely in the case of clause (x), will not include events, changes, occurrences, effects or developments relating to or resulting from;

• changes in general economic or political conditions or the securities, equity, credit or financial markets in general, or changes in or affecting domestic or foreign interest or exchange rates;

• any decline in the market price or trading volume of such party’s shares, or any change in the credit rating of such party or any of its securities (provided that the facts and circumstances underlying such decline or change may be taken into account in determining whether a material adverse effect in respect of such party has occurred to the extent not otherwise excluded by the definition thereof);

• changes or developments in the industries in which such party or its subsidiaries operate;

• changes in law or the interpretation or enforcement thereof after the date of the merger agreement;

• the execution, delivery or performance of the merger agreement or the public announcement or pendency or consummation of the transactions contemplated thereby, including the impact thereof on the relationships, contractual or otherwise, of such party or any of its subsidiaries with employees, partnerships, customers or suppliers or governmental entities;

• in the case of KCS, the identity of CPRL or any of its affiliates as the acquiror of KCS;

• compliance with the terms of, or the taking or omission of any action required by, the merger agreement or consented to (after disclosure to the other party of all material and relevant facts and information) or requested by such party in writing;

• any act of civil unrest, civil disobedience, war, terrorism, cyberterrorism, military activity, sabotage or cybercrime, including an outbreak or escalation of hostilities involving Canada, the U.S. or any other governmental entity or the declaration by any governmental entity of a national emergency or war, or any worsening or escalation of any such conditions threatened or existing on the date of the merger agreement;

• any hurricane, tornado, flood, earthquake, natural disaster, act of God or other comparable events;

• any pandemic, epidemic or disease outbreak (including COVID-19) or other comparable events;

• changes in generally accepted accounting principles or the interpretation or enforcement thereof after the date of the merger agreement;

• any litigation relating to or resulting from the merger agreement or the transactions contemplated thereby; or

• any failure of such party to meet internal or published projections, forecasts, guidance or revenue or earning predictions; provided, that the facts and circumstances underlying any such failure may

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be taken into account in determining whether a material adverse effect in respect of such party has occurred to the extent not otherwise excluded by the definition thereof;

except, with respect to the first, third, eighth, ninth, tenth, and eleventh bullets above, if the impact thereof is materially and disproportionately adverse to such party and its subsidiaries, taken as a whole, relative to the impact thereof on the operations in the railroad industry of other participants in such industry, the incremental material disproportionate impact may be taken into account in determining whether there has been a material adverse effect in respect of such party.

• “merger agreement” refers to the Agreement and Plan of Merger, dated as of September 15, 2021, among CPRL, surviving merger sub, first merger sub, and KCS, as it may be amended from time to time.

• “merger consideration” collectively refers to the share consideration and the cash consideration.

• “merger holdco” refers to Cygnus Holding Corp., a Delaware corporation and an indirect wholly owned subsidiary of CPRL.

• “merger subs” collectively refers to first merger sub and surviving merger sub.

• “Mexican antitrust authorities” collectively refers to the COFECE and the IFT.

• “Morgan Stanley” refers to Morgan Stanley & Co. LLC, financial advisor to KCS in connection with the transaction.

• “NYSE” refers to the New York Stock Exchange.

• “preferred merger consideration” refers to $37.50 in cash, without interest, per share of KCS preferred stock.

• “prior CP merger agreement” refers to the Agreement and Plan of Merger, dated as of March 21, 2021, among CPRL, surviving merger sub, first merger sub, and KCS, which was terminated by KCS on May 21, 2021.

• “qualifying transaction” refers to an alternative proposal in respect of KCS or CPRL (as applicable) (for these purposes, substituting in the definition of alternative proposal “50%” for “25%” and for “75%” in each place each such phrase appears) that is publicly proposed or publicly disclosed after the date of the merger agreement and prior to the KCS special meeting or CPRL special meeting (as applicable), and is not publicly withdrawn at least two business days prior to the KCS special meeting or CPRL special meeting (as applicable).

• “record date” refers to October 14, 2021.

• “representatives” refers to the officers, employees, accountants, consultants, legal counsel, financial advisors, agents and other representatives of a given party.

• “SCT” refers to the Secretaría de Comunicaciones y Transportes (the Secretary of Communications and Transportation of Mexico).

• “SEC” refers to the U.S. Securities and Exchange Commission.

• “SEC’s website” refers to www.sec.gov.

• “second effective time” refers to the effective time of the second merger.

• “second merger” refers to the merger of KCS (as the surviving entity of the first merger) with and into surviving merger sub, to occur immediately after the first merger, resulting in surviving merger sub surviving as a direct wholly owned subsidiary of CPRL.

• “second surviving corporation” refers, following the second merger, to surviving merger sub as the entity surviving the second merger as a direct wholly owned subsidiary of CPRL at the second effective time.

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• “Section 721” refers to Section 721 of the Defense Production Act of 1950, as amended, and the regulations promulgated thereunder.

• “SEDAR” refers to the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators.

• “share consideration” refers to 2.884 validly issued, fully paid and non-assessable CPRL common shares, for each share of KCS common stock.

• “special meeting website” refers to the website located at https://meetnow.global/MXZ6AKV, where KCS stockholders will be able to attend the KCS special meeting online and vote their shares electronically.

• “STB” refers to the U.S. Surface Transportation Board.

• “STB denial” means that either (i) the STB final approval has not been obtained by December 31, 2023 or (ii) the STB has, by a final and non-appealable order, refused to provide the STB final approval.

• “STB final approval” refers to the final and non-appealable approval or exemption by the STB of the transactions contemplated by the merger agreement pursuant to 49 U.S.C. § 11323 et seq.

• “STB May 6 decision” refers to Decision No. 5 (Docket No. FD 36500) of the STB.

• “STB voting trust approval” refers to the approval or authorization of the STB to consummate the voting trust transaction.

• “superior proposal” refers to an unsolicited, bona fide written alternative proposal, made after the date of the merger agreement, substituting in the definition of alternative proposal “50%” for “25%” and for “75%” in each place each such phrase appears, made after September 15, 2021, that the applicable party’s board of directors determines in good faith, after consultation with the applicable party’s outside legal and financial advisors, and considering all legal, financial, financing and regulatory aspects of the proposal, the identity of the person(s) making the proposal and the likelihood of the proposal being consummated in accordance with its terms, would, if consummated, result in a transaction (A) that is more favorable to such party’s shareholders or stockholders, as applicable from a financial point of view than the transactions contemplated by the merger agreement and (B) that is reasonably likely to be completed, taking into account any regulatory, financing or approval requirements and any other aspects considered relevant by such party’s board of directors.

• “surviving merger sub” refers to Cygnus Merger Sub 1 Corporation, a Delaware corporation and a direct wholly owned subsidiary of CPRL.

• “total purchase consideration” collectively refers to the merger consideration, the preferred merger consideration, cash amounts payable at the effective time in respect of all KCS equity awards, amounts remitted by CPRL to KCS in connection with the CN agreement termination payment and CN refund, and other amounts as defined as consideration by the acquisition method of accounting.

• “transaction” collectively refers to the first merger and the second merger.

• “Treasury Regulations” refers to U.S. Treasury regulations promulgated under the Code.

• “trust stock” refers to all outstanding shares of the capital stock of the second surviving corporation at any time delivered to the trustee of the voting trust pursuant to the voting trust agreement.

• “trustee” refers to the person who will act as trustee of the voting trust established pursuant to the voting trust agreement, expected to be Mr. David L. Starling.

• “TSX” refers to the Toronto Stock Exchange.

• “U.S.” refers to the United States of America.

• “U.S. Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended.

• “U.S. Securities Act” refers to the U.S. Securities Act of 1933, as amended.

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• “voting trust” refers to the independent, irrevocable voting trust to be established pursuant to the voting trust agreement.

• “voting trust agreement” refers to the voting trust agreement to be entered into by and among CPRL, merger holdco and the trustee following the second effective time.

• “voting trust transaction” refers to the deposit of all of the outstanding shares of capital stock of the second surviving corporation into an independent, irrevocable voting trust following the transaction.

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE SPECIAL MEETING

The following are brief answers to certain questions that you, as a stockholder of KCS, may have regarding the transaction and the other matters being considered at the KCS special meeting. You are urged to carefully read this proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Please refer to the section entitled “Summary” on page 1 for a summary of important information regarding the merger agreement and the transactions contemplated thereby. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus, without charge, by following the instructions under the section entitled “Where You Can Find Additional Information,” on page 230.

Q: Why am I receiving this proxy statement/prospectus?

A: You are receiving this proxy statement/prospectus because KCS has agreed to be acquired by CPRL through (1) a merger of first merger sub with and into KCS, with KCS surviving as a wholly owned subsidiary of surviving merger sub, and (2) immediately thereafter, a merger of KCS with and into surviving merger sub, with surviving merger sub surviving the second merger as a direct wholly owned subsidiary of CPRL (which we refer to as the “second surviving corporation” following the second merger). The merger agreement, which governs the terms and conditions of the transaction, is attached to this proxy statement/prospectus as Annex A.

Your vote is required in connection with the transaction. KCS is sending these materials to KCS stockholders to help them decide how to vote their shares with respect to the adoption of the merger agreement, among other important matters.

Q: What matters am I being asked to vote on?

A: In order to complete the transaction, among other things, KCS stockholders must approve the proposal to adopt the merger agreement in accordance with the DGCL (which proposal we refer to as the “KCS merger proposal”).

KCS is holding the KCS special meeting to obtain approval of the KCS merger proposal. At the KCS special meeting, KCS stockholders will also be asked to consider and vote on:

• a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to KCS’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement (which proposal we refer to as the “KCS compensation proposal”); and

• a proposal to adjourn the KCS special meeting to solicit additional proxies if there are not sufficient votes at the time of the KCS special meeting to approve the KCS merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to KCS stockholders (which proposal we refer to as the “KCS adjournment proposal”).

Your vote is very important, regardless of the number of shares that you own. The approval of the KCS merger proposal is a condition to the obligations of the parties to complete the transaction. Neither the approval of the KCS compensation proposal nor the approval of the KCS adjournment proposal is a condition to the obligations of the parties to complete the transaction.

Q: When and where will the KCS special meeting take place?

A: The KCS special meeting will be held virtually via the internet on December 10, 2021, beginning at 9:00 a.m., Central Time. The KCS special meeting will be held solely via live audio webcast and there will not be a physical meeting location. KCS stockholders will be able to attend the KCS special meeting online

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and vote their shares electronically during the meeting by visiting https://meetnow.global/MXZ6AKV (which we refer to as the “special meeting website”). If you choose to attend the KCS special meeting and vote your shares during the KCS special meeting, you will need the control number located on your proxy card as described in the section entitled “The KCS Special Meeting— Date, Time and Place of the KCS Special Meeting” on page 41.

Even if you plan to attend the KCS special meeting, KCS recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the KCS special meeting.

If you hold your shares in “street name”, you must register in advance to attend the special meeting. To register you must submit proof of your proxy power (legal proxy) reflecting your holdings of our stock, along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 9:00 a.m., Central Time, on December 8, 2021. You will receive a confirmation email from Computershare of your registration. Requests for registration should be directed to Computershare at the following:

• By Email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.

Q: Does my vote matter?

A: Yes, your vote is very important, regardless of the number of shares that you own. The transaction cannot be completed unless, among other things, the KCS merger proposal is approved by KCS stockholders.

A failure to return or submit your proxy or to vote at the KCS special meeting as provided in this proxy statement/prospectus will have the same effect as a vote “AGAINST” the KCS merger proposal. The failure to return or submit your proxy and to attend the KCS special meeting will have no effect on the KCS compensation proposal (assuming a quorum is present) or the KCS adjournment proposal, but the failure of any shares present or represented by proxy at the KCS special meeting to vote on the proposal will have the same effect as a vote “AGAINST” the KCS compensation proposal and “AGAINST” the KCS adjournment proposal, as applicable. The KCS board unanimously recommends that you vote “FOR” the KCS merger proposal, “FOR” the KCS compensation proposal and “FOR” the KCS adjournment proposal.

Q: What will KCS stockholders receive for their shares if the transaction is completed?

A: Under the merger agreement, at the effective time, each share of common stock of KCS, par value $0.01 per share (which we refer to as “KCS common stock”), issued and outstanding immediately prior to the effective time of the first merger (which we refer to as the “effective time”) (other than certain excluded shares as described in the merger agreement) will be converted into the right to receive (1) the “exchange ratio” of 2.884 validly issued, fully paid and non-assessable CPRL common shares (which we refer to as the “share consideration”) and (2) $90.00 in cash, without interest (which we refer to as the “cash consideration” and, together with the share consideration, as the “merger consideration”), and each share of 4% noncumulative preferred stock of KCS, par value $25.00 per share (which we refer to as “KCS preferred stock”), issued and outstanding immediately prior to the effective time (other than certain excluded shares as described in the merger agreement), will be converted into the right to receive $37.50 in cash, without interest (which we refer to as the “preferred merger consideration”). Each holder of KCS common stock will receive cash (without interest and less any applicable withholding taxes) in lieu of any fractional CPRL common shares that such stockholder would otherwise receive as merger consideration in the transaction. Any cash amounts to be received by holders of KCS common stock in lieu of any fractional CPRL common shares will be rounded down to the nearest cent.

The exchange ratio is fixed and will not be adjusted to reflect changes in the price of KCS common stock or CPRL common shares prior to the effective time. The CPRL common shares issued in connection with the transaction will be listed on the New York Stock Exchange (which we refer to as the “NYSE”) and the

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Toronto Stock Exchange (which we refer to as the “TSX”) under the symbol “CP.” Based on the number of shares of KCS common stock and CPRL common shares outstanding on October 29, 2021, upon completion of the transaction, we expect that former holders of KCS common stock would own approximately 28% of the outstanding common shares of CPRL, and holders of CPRL common shares (whom we refer to as “CPRL shareholders”) immediately prior to the transaction would own approximately 72% of the outstanding common shares of CPRL. KCS common stock and KCS preferred stock are traded on the NYSE under the symbols “KSU” and “KSU-P,” respectively. We encourage you to obtain current quotes for the CPRL common shares and the KCS common stock.

Because CPRL will issue a fixed number of CPRL common shares in exchange for each share of KCS common stock, the value of the merger consideration that holders of KCS common stock will receive in the transaction will depend on the market price of CPRL common shares at the effective time and will not be known at the time that KCS stockholders vote on the transaction. The market price of CPRL common shares that holders of KCS common stock receive at the effective time could be greater than, less than or the same as the market price of CPRL common shares on the date of this proxy statement/prospectus or at the time of the KCS special meeting. Accordingly, you should obtain current market quotations for CPRL common shares and KCS common stock before deciding how to vote with respect to the KCS merger proposal. Based on the closing price of CPRL common shares of $72.71 on the NYSE on August 9, 2021, the last full trading day prior to that on which CPRL submitted a revised offer to acquire KCS, the implied value of the merger consideration to holders of KCS common stock was approximately $299.70 per share of KCS common stock. On October 29, 2021, the latest practicable trading day before the date of this proxy statement/prospectus, the closing price of CPRL common shares on the NYSE was $77.40 per share, resulting in an implied value of the merger consideration to holders of KCS common stock of $313.22 per share of KCS common stock.

For more information regarding the merger consideration to be received by KCS stockholders if the transaction is completed, see the section entitled “The Merger Agreement—Merger Consideration” on page 139.

Q: How does the KCS board recommend that I vote at the KCS special meeting?

A: The KCS board unanimously recommends that you vote “FOR” the KCS merger proposal, “FOR” the KCS compensation proposal and “FOR” the KCS adjournment proposal.

In considering the recommendations of the KCS board, KCS stockholders should be aware that KCS directors and executive officers have interests in the transaction that are different from, or in addition to, the interests of KCS stockholders generally. These interests may include the treatment of outstanding KCS stock options, KCS restricted share awards, KCS performance share awards and KCS director deferred stock (which we collectively refer to as “KCS equity awards”) under the merger agreement, the potential payment of severance benefits and acceleration of outstanding KCS equity awards upon certain terminations of employment, retention awards and rights to ongoing indemnification and insurance coverage. For a more complete description of these interests, see the information provided in the section entitled “The KCS Merger Proposal—Interests of KCS’s Directors and Executive Officers in the Transaction” on page 102.

Q: If my KCS stock is represented by physical stock certificates, should I send my stock certificates now?

A: No. After the transaction is completed, you will receive a transmittal form from the exchange agent with instructions for the surrender of your KCS stock certificates. Please do not send your stock certificates with your proxy card.

Q: Who may vote at the KCS special meeting?

A: All holders of record of shares of KCS voting stock who held shares at the close of business on October 14, 2021 (which we refer to as the “record date”) are entitled to receive notice of, and to vote at, the KCS special meeting. Shares held through the KCS 401(k) Plan must be voted prior to the meeting and by

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9:00 a.m. Central Time on December 8, 2021. Each such holder of KCS voting stock is entitled to cast one vote on each matter properly brought before the KCS special meeting for each share of KCS voting stock that such holder owned of record as of the record date. Attendance at the KCS special meeting is not required to vote. See below and the section entitled “The KCS Special Meeting—Voting by Proxy or in Person” on page 44 for instructions on how to vote your shares without attending the KCS special meeting.

Q: What is a proxy?

A: A proxy is a stockholder’s legal designation of another person to vote shares owned by such stockholder on their behalf. The document used to designate a proxy to vote your shares of KCS voting stock is referred to as a “proxy card.”

Q: How many votes does each share of KCS voting stock have?

A: Each KCS stockholder is entitled to one vote for each share of KCS voting stock held of record as of the record date. As of the record date, there were 91,194,982 outstanding shares of KCS voting stock.

Q: How many votes must be present to hold the KCS special meeting?

A: A quorum is the minimum number of shares required to be represented, either by the appearance of the stockholder in person (including virtually) or through representation by proxy, to hold a valid meeting.

Holders of a majority of the aggregate voting power of the KCS capital stock issued and outstanding and entitled to vote must be present via the special meeting website or represented by proxy at the KCS special meeting in order to constitute a quorum.

If a quorum is not present, the KCS special meeting may be adjourned or postponed until the holders of the number of shares of KCS voting stock required to constitute a quorum attend.

Q: Where will the CPRL common shares that I receive in the transaction be publicly traded?

A: The CPRL common shares to be issued to holders of KCS common stock in the transaction will be listed for trading on the NYSE and TSX under the symbol “CP.”

Q: What happens if the transaction is not completed?

A: If the KCS merger proposal is not approved by KCS stockholders, or if the transaction is not completed for any other reason, KCS stockholders will not receive the merger consideration, the preferred merger consideration or any other consideration in connection with the transaction, and their shares of KCS stock will remain outstanding.

If the transaction is not completed, CPRL and KCS will each remain public companies independent of one another, the KCS common stock will continue to be listed and traded on the NYSE under the symbol “KSU” and the KCS preferred stock will continue to be listed and traded on the NYSE under the symbol “KSU-P.”

In the event that the transaction is completed, but STB final approval is not obtained and CPRL is not permitted to acquire control over KCS’s railroad operations, KCS stockholders will retain the merger consideration, the preferred merger consideration and any other consideration received in connection with the transaction, and thus will continue to hold any CPRL common shares issued in connection with the transaction.

If the merger agreement is terminated under specified circumstances, KCS may be required to pay CPRL a termination payment of $700.0 million and/or the CN termination amount refund of $700.0 million. If the merger agreement is terminated under specified circumstances, CPRL may be required to pay KCS a

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termination payment of either $700.0 million or $1.0 billion, depending on the reason for termination. See the section entitled “The Merger Agreement—Termination or Abandonment of the Merger Agreement” on page 164 for a more detailed discussion of the termination payments.

Q: What is a “broker non-vote”?

A: Under the NYSE rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. All of the KCS proposals are “non-routine” matters under NYSE rules.

A “broker non-vote” occurs on an item when (1) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares, and (2) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because all of the KCS proposals are non-routine matters under NYSE rules for which brokers do not have discretionary authority to vote, KCS does not expect there to be any broker non-votes at the KCS special meeting.

Q: What stockholder vote is required for the approval of each proposal at the KCS special meeting? What will happen if I fail to vote or abstain from voting on each proposal at the KCS special meeting?

A: Proposal 1: KCS Merger Proposal. Assuming a quorum is present at the KCS special meeting, approval of the KCS merger proposal requires the affirmative vote of at least a majority of the outstanding shares of KCS voting stock entitled to vote on the KCS merger proposal. Accordingly, a KCS stockholder’s abstention from voting or the failure of any KCS stockholder to vote (including the failure of a KCS stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the KCS merger proposal) will have the same effect as a vote “AGAINST” the KCS merger proposal.

Proposal 2: KCS Compensation Proposal. Assuming a quorum is present at the KCS special meeting, approval of the advisory KCS compensation proposal requires the affirmative vote of at least a majority of the shares of KCS voting stock present at the KCS special meeting in person (including virtually) or represented by proxy and entitled to vote on the KCS compensation proposal. Accordingly, if a KCS stockholder present in person (including virtually) at the KCS special meeting abstains from voting, or responds by proxy with an “abstain” vote, it will have the same effect as a vote cast “AGAINST” the KCS compensation proposal. If a KCS stockholder is not present in person (including virtually) at the KCS special meeting and does not respond by proxy, it will have no effect on the vote count for the KCS compensation proposal (assuming a quorum is present).

Proposal 3: KCS Adjournment Proposal. Approval of the KCS adjournment proposal requires the affirmative vote of at least a majority of the shares of KCS voting stock present at the KCS special meeting in person (including virtually) or represented by proxy and entitled to vote on the KCS adjournment proposal (whether or not a quorum is present). Accordingly, if a KCS stockholder present in person (including virtually) at the KCS special meeting abstains from voting, or responds by proxy with an “abstain” vote, it will have the same effect as a vote cast “AGAINST” the KCS adjournment proposal. If a KCS stockholder is not present in person (including virtually) at the KCS special meeting and does not respond by proxy, it will have no effect on the vote count for such proposal.

Q: Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, the compensation that may be paid or become payable to KCS’s named executive officers (i.e., the KCS compensation proposal)?

A: Under SEC rules, KCS is required to seek a non-binding, advisory vote of its stockholders with respect to the compensation that may be paid or become payable to KCS’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement.

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Q: What happens if KCS stockholders do not approve, by non-binding, advisory vote, the compensation that may be paid or become payable to KCS’s named executive officers (i.e., the KCS compensation proposal)?

A: Because the vote to approve the KCS compensation proposal is advisory in nature, the outcome of the vote will not be binding upon KCS or the combined company, and the completion of the transaction is not conditioned or dependent upon the approval of the KCS compensation proposal. Accordingly, the compensation that is subject to the vote, which is described in the section entitled “The KCS Merger Proposal—Interests of KCS’s Directors and Executive Officers in the Transaction” on page 102 of this proxy statement/prospectus, may be paid to KCS’s named executive officers even if KCS’s stockholders do not approve the KCS compensation proposal.

Q: How can I vote my shares at the KCS special meeting?

A: Shares held directly in your name as the stockholder of record of KCS may be voted during the KCS special meeting via the special meeting website. If you choose to vote your shares during the virtual meeting, you will need the control number included on your proxy card in order to access the special meeting website and to vote as described in the section entitled “The KCS Special Meeting—Voting by Proxy or in Person” on page 44.

If you hold your shares held in “street name”, you must register in advance to attend the special meeting. To register you must submit proof of your proxy power (legal proxy) reflecting your holdings of our stock, along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 9:00 a.m., Central Time, on December 8, 2021. You will receive a confirmation email from Computershare of your registration. Requests for registration should be directed to Computershare at the following:

• By Email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.

Even if you plan to attend the KCS special meeting, KCS recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the KCS special meeting.

Additional information on attending the KCS special meeting can be found under the section entitled “The KCS Special Meeting” on page 41.

Q: How do participants in the KCS 401(k) Plan vote?

A: If you participate in the KCS 401(k) and Profit Sharing Plan (the “KCS 401(k) Plan”) and own shares of KCS common stock in your account, you should have received a full set of printed proxy materials, including a voting instruction form to instruct the trustee of the KCS 401(k) Plan how to vote the shares of KCS common stock held on your behalf. The trustee is required under the trust agreement to vote the shares in accordance with the instructions given on the voting instruction form. Voting instructions may also be given by Internet or telephone by participants in the KCS 401(k) Plan. The voting instruction form contains the Internet address and toll-free number. If voting instructions are not received from a participant, the trustee must vote those shares, as well as any unallocated shares, in the same proportions as the shares for which voting instructions were received from plan participants. Voting instructions by Internet or telephone must be given by 9:00 a.m., Central Time, on December 8, 2021. Unless you give voting instructions by Internet or telephone, the voting instruction form should be returned in the envelope provided to Computershare. The voting instruction form should not be returned to us. KCS 401(k) Plan participants who wish to revoke their voting instructions must contact the trustee and follow its procedures.

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Q: Are the votes of participants in the KCS 401(k) Plan confidential?

A: Under the terms of the KCS 401(k) Plan, the trustee is required to establish procedures to ensure that the instructions received from participants are held in confidence and not divulged, released or otherwise utilized in a manner that might influence the participants’ free exercise of their voting rights.

Q: How can I vote my shares without attending the KCS special meeting?

A: Whether you hold your shares directly as the stockholder of record of KCS or beneficially in “street name,” you may direct your vote by proxy without attending the KCS special meeting via the special meeting website. If you are a stockholder of record, you can vote by proxy over the internet, or by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.

Additional information on voting procedures can be found under the section entitled “The KCS Special Meeting” on page 41.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name?”

A: If your shares of KCS voting stock are registered directly in your name with Computershare, the transfer agent for KCS, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote your shares directly at the KCS special meeting. You may also grant a proxy for your vote directly to KCS or to a third party to vote your shares at the KCS special meeting.

If your shares of KCS voting stock are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.” Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares and you must instruct the bank, broker or other nominee on how to vote them by following the instructions that the bank, broker or other nominee provides to you with these proxy materials. Most banks, brokers and other nominees offer the ability for stockholders to submit voting instructions by mail by completing a voting instruction card, by telephone, and by the internet.

Q: If my shares of KCS voting stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote those shares for me?

A: No. Your bank, broker or other nominee will only be permitted to vote your shares of KCS voting stock if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares. Under NYSE rules, banks, brokers and other nominees who hold shares of KCS voting stock in “street name” for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which include all the KCS proposals. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.

Since there are no items on the agenda that your broker has discretionary authority to vote upon, your shares will not be counted as present at the KCS special meeting for the purposes of determining a quorum if you fail to instruct your broker on how to vote on the KCS proposals. If you fail to submit any instruction to your bank, broker or other nominee, it will have no effect on the KCS compensation proposal, assuming that a quorum is otherwise present, and it will have no effect on the KCS adjournment proposal. However, failure to instruct your bank, broker or other nominee on how to vote will have the same effect as a vote “AGAINST” the KCS merger proposal.

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Q: What should I do if I receive more than one set of voting materials for the KCS special meeting?

A: If you hold shares of KCS voting stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if you hold shares of KCS voting stock in more than one brokerage account, you may receive more than one set of voting materials relating to the KCS special meeting.

Record Holders. For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or via the internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of KCS voting stock held directly by you are voted.

Shares in “street name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to make sure that you vote all of your shares held in “street name.”

Q: If a stockholder gives a proxy, how are the shares of KCS voting stock voted?

A: Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of KCS voting stock in the way that you indicate. For each item before the KCS special meeting, you may specify whether your shares of KCS voting stock should be voted for or against, or should abstain from voting.

Q: How will my shares of KCS voting stock be voted if I return a blank proxy?

A: If you sign, date and return your proxy and do not indicate how you want your shares of KCS voting stock to be voted, then your shares of KCS voting stock will be voted in accordance with the recommendations of the KCS board: “FOR” the KCS merger proposal, “FOR” the KCS compensation proposal and “FOR” the KCS adjournment proposal.

Q: Can I change my vote after I have submitted my proxy?

A: Any KCS stockholder giving a proxy has the right to revoke the proxy and change their vote before the proxy is voted at the KCS special meeting by doing any of the following:

• subsequently submitting a new proxy (including by submitting a proxy via the internet or telephone) for the KCS special meeting that is received by the deadline specified on the accompanying proxy card;

• giving written notice of your revocation to KCS’s Corporate Secretary; or

• voting at the KCS special meeting.

Execution or revocation of a proxy will not in any way affect your right to attend the KCS special meeting and vote thereat. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Kansas City Southern

427 West 12th Street,

Kansas City, Missouri 64105

1-888-800-3690

Attention: Corporate Secretary

For more information, see the section entitled “The KCS Special Meeting—Revocability of Proxies and Changes to a KCS Stockholder’s Vote” on page 45.

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Q: If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?

A: If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

Q: Where can I find the voting results of the KCS special meeting?

A: The preliminary voting results for the KCS special meeting are expected to be announced at the KCS special meeting. In addition, within four business days following certification of the final voting results KCS will file the final voting results of the KCS special meeting (or, if the final voting results have not yet been certified, the preliminary results) with the SEC on a Current Report on Form 8-K.

Q: Do KCS stockholders have dissenters’ or appraisal rights?

A: Yes. If a KCS stockholder wants to exercise appraisal rights and receive the fair value of shares of KCS common stock or KCS preferred stock in cash instead of the merger consideration or preferred merger consideration, as applicable, then you must file a written objection with KCS prior to the KCS special meeting stating, among other things, that you will exercise your right to dissent if the transaction is completed. Also, you may not vote in favor of the KCS merger proposal and must follow other procedures, both before and after the KCS special meeting, as described in Annex D to this proxy statement/prospectus. Note that if you return a signed proxy card without voting instructions or with instructions to vote “FOR” the KCS merger proposal, then your shares will automatically be voted in favor of the KCS merger proposal and you will lose all appraisal rights available under Delaware law. A summary of these provisions can be found under “The Merger Agreement—Shares Subject to Properly Exercised Appraisal Rights” on page 139. Due to the complexity of the procedures for exercising the right to seek appraisal, KCS stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with the applicable Delaware law provisions will result in the loss of the right of appraisal.

Q: Are there any risks that I should consider in deciding whether to vote for the approval of the KCS merger proposal?

A: Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” on page 22. You also should read and carefully consider the risk factors with respect to KCS and CPRL that are contained in the documents that are incorporated by reference into this proxy statement/prospectus.

Q: What happens if I sell my shares of KCS voting stock after the record date but before the KCS special meeting?

A: The record date is earlier than the date of the KCS special meeting. If you sell or otherwise transfer your shares of KCS voting stock after the record date but before the KCS special meeting, you will, unless special arrangements are made, retain your right to vote at the KCS special meeting.

Q: Who is paying for the KCS special meeting and this proxy solicitation?

A: KCS has engaged MacKenzie Partners, Inc. (which we refer to as “MacKenzie”) to assist in the solicitation of proxies for the KCS special meeting. KCS estimates that it will pay MacKenzie a fee of approximately $175,000, plus reimbursement for certain out-of-pocket fees and expenses. KCS has agreed to indemnify MacKenzie against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

KCS also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of KCS voting

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stock. KCS’s directors, officers and employees and CPRL’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

Q: When is CPRL’s acquisition of KCS expected to be completed?

A: CPRL’s acquisition of control over KCS’s railroad operations will be completed in two stages. First, the transaction will occur and, following the post-closing contributions described in this proxy statement/prospectus, all of the outstanding shares of capital stock of the second surviving corporation, as successor to KCS, will be deposited by Cygnus Holding Corp., a Delaware corporation and an indirect wholly owned subsidiary of CPRL (which we refer to as “merger holdco”) into an independent, irrevocable voting trust (which we refer to as the “voting trust”) under a voting trust agreement (which we refer to as the “voting trust agreement”) to be entered into by and among CPRL, merger holdco and the trustee, expected to be Mr. David L. Starling (whom we refer to as the “trustee”), pending receipt of the final and non-appealable approval or exemption by the U.S. Surface Transportation Board (which we refer to as the “STB”) of the transactions contemplated by the merger agreement pursuant to 49 U.S.C. § 11323 et seq. (which we refer to as “STB final approval”).

Subject to the satisfaction or waiver of the closing conditions described under the section entitled “The Merger Agreement—Conditions that Must Be Satisfied or Waived for the Transaction to Occur” on page 141, including approval of the KCS merger proposal by KCS stockholders, the transaction is expected to be completed by the first quarter of 2022. However, neither KCS nor CPRL can predict the actual date on which the transaction will be completed, or if the transaction will be completed at all, because completion of the transaction is subject to conditions and factors outside the control of both companies, including the receipt of certain required regulatory approvals. The merger agreement requires the first step of CPRL’s acquisition of KCS to be completed by the end date of February 21, 2022 (provided, that to the extent the condition to obtain the authorizations required to be obtained from COFECE and the IFT with respect to the transactions contemplated by the merger agreement has not been satisfied or waived on or prior to February 21, 2022, but all other conditions to closing have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the closing), the end date will be automatically extended to May 21, 2022).

Following completion of the first step of CPRL’s acquisition of KCS through the transaction and pending receipt of STB final approval and approval from other applicable regulatory authorities in order to complete the combination of CPRL and KCS, all outstanding shares of capital stock of the second surviving corporation will be held in the voting trust. STB review of the transaction is expected to be completed in the second half of 2022. If STB final approval and approval from other applicable regulatory authorities is obtained, the voting trust would be terminated and CPRL (through its indirect wholly owned subsidiary, merger holdco) would acquire control over KCS’s railroad operations. For more information on the required regulatory approvals, the applicable regulatory processes and the conditions to the completion of CPRL’s acquisition of KCS, see the section entitled “The KCS Merger Proposal—Regulatory Approvals Required for the Transaction” on page 110.

Q: What equity stake will KCS stockholders hold in CPRL immediately following the transaction?

A: Based on the number of CPRL common shares and shares of KCS common stock outstanding on October 29, 2021, at the effective time, former holders of KCS common stock are expected to own approximately 28% of the outstanding CPRL common shares, and persons who were CPRL shareholders immediately prior to the transaction are expected to own approximately 72% of the outstanding CPRL common shares. The relative ownership interests of CPRL shareholders and former holders of KCS common stock in CPRL immediately following the transaction will depend on the number of CPRL common shares and shares of KCS common stock issued and outstanding immediately prior to the transaction.

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Q: If I am a holder of KCS common stock or KCS preferred stock, how will I receive the merger consideration or preferred merger consideration to which I am entitled?

A: If you hold your shares of KCS common stock or KCS preferred stock in book-entry form, whether through The Depository Trust Company or otherwise, you will not be required to take any specific actions to exchange your shares for CPRL common shares and the cash consideration. Your shares of KCS common stock or KCS preferred stock will, at the effective time, be automatically exchanged for, as applicable, the CPRL common shares and cash (including any cash in lieu of any fractional CPRL common shares) to which you are entitled. If you instead hold your shares of KCS common stock or KCS preferred stock in certificated form, then, after receiving the proper and completed documentation from you following the completion of the transaction, Computershare Investor Services Inc. or a bank or trust company or similar institution selected by CPRL with KCS’s prior approval (which we refer to as the “exchange agent”) will deliver to you the CPRL common shares and cash (including any cash in lieu of any fractional CPRL common shares) to which you are entitled as merger consideration or preferred merger consideration, as applicable. More information may be found in the sections entitled “The Merger Agreement—Merger Consideration” and “The Merger Agreement—No Fractional Shares” on pages 139 and 139, respectively.

Q: Will the CPRL common shares to be issued to holders of KCS common stock at the effective time be traded on an exchange?

A: Yes. It is a condition to the completion of the transaction that the CPRL common shares to be issued in connection with the first merger be approved for listing on the NYSE, subject to official notice of issuance, and the TSX, subject to customary listing conditions. All CPRL common shares received by holders of KCS common stock in connection with the transaction will be listed on the NYSE and the TSX under the symbol “CP” and may be traded on the exchanges by stockholders.

CPRL common shares to be issued to KCS common stockholders in connection with the transaction will be freely transferable, except for CPRL common shares issued to any stockholder deemed to be an “affiliate” of CPRL for purposes of United States (which we refer to as the “U.S.”) federal securities law. CPRL common shares to be issued to KCS common stockholders in connection with the transaction will not be legended and may be resold in Canada through registered dealers provided that (i) the trade is not a “control distribution” as defined in National Instrument 45-102—Resale of Securities of the Canadian securities administrators, (ii) no unusual effort is made to prepare the market or to create a demand for the CPRL common shares, (iii) no extraordinary commission or consideration is paid to a person in respect of such sale, and (iv) if the selling security holder is an insider or officer of CPRL, as the case may be, the selling security holder has no reasonable grounds to believe that CPRL is in default of applicable Canadian securities law. For more information, see the section entitled “The KCS Merger Proposal—Restrictions on Resales of CPRL Common Shares Received in the Transaction” on page 119.

Q: What are the material U.S. federal income tax consequences of the transaction?

A: CPRL and KCS intend that the transaction will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”) and that Section 367(a)(1) of the Code will not apply to cause the transaction to result in gain recognition by holders of KCS common stock that exchange their shares of KCS common stock for the merger consideration (other than any such holder of KCS common stock who would be treated as a “five-percent transferee shareholder” (within the meaning of Section 1.367(a)-3(c)(5)(ii) of the U.S. Treasury regulations promulgated under the Code, which we refer to as the “Treasury Regulations”) of CPRL following the transaction who does not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8 or does not comply with the requirements of that agreement and Treasury Regulations Section 1.367(a)-8 for avoiding the recognition of gain, which we refer to as an “excepted shareholder”). The obligation of KCS to complete the transaction is conditioned upon the receipt of an opinion from Wachtell, Lipton, Rosen & Katz, special counsel to KCS, or another nationally recognized tax

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counsel, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the transaction will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and that the transaction will not result in gain recognition under Section 367(a)(1) of the Code by holders of KCS common stock (other than any excepted shareholder).

Accordingly, on the basis of such opinion that the transaction will qualify as a reorganization and that Section 367(a) does not apply to require gain recognition, a U.S. holder (other than an excepted shareholder) that exchanges shares of KCS common stock for the merger consideration in the transaction will generally recognize gain (but not loss) in an amount equal to the lesser of: (i) the cash consideration (excluding cash received in lieu of fractional CPRL common shares, if any) received by such U.S. holder in the transaction; and (ii) the excess, if any, of (a) the sum of the cash consideration (excluding cash received in lieu of fractional CPRL common shares, if any) plus the fair market value of the share consideration (including any fractional CPRL common shares deemed received) received by such U.S. holder in exchange for its shares of KCS common stock in the transaction, over (b) such U.S. holder’s tax basis in its shares of KCS common stock exchanged. In addition, a U.S. holder of KCS common stock generally will recognize gain or loss with respect to any cash received in lieu of fractional CPRL common shares.

The exchange of KCS preferred stock for cash pursuant to the transaction generally will be a taxable transaction for U.S. federal income tax purposes. U.S. holders of KCS preferred stock will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to their shares of KCS preferred stock pursuant to the transaction and their adjusted tax basis in such shares.

For the definition of “U.S. holder” and a more detailed discussion of the material U.S. federal income tax consequences of the transaction to U.S. holders, see the section entitled “The KCS Merger Proposal—Certain U.S. Federal Income Tax Consequences” on page 120.

The U.S. federal income tax consequences described above may not apply to all KCS stockholders. The tax consequences to KCS stockholders will depend on their individual situations. Accordingly, all KCS stockholders are urged to consult their own tax advisors for a full understanding of the particular tax consequences of the transaction to them.

Q: What are the material Canadian federal income tax consequences of the transaction?

A: A Canadian resident holder (as defined in the section entitled “The KCS Merger Proposal—Certain Canadian Federal Income Tax Consequences,” on page 125) who disposes of their KCS common stock for CPRL common shares and cash consideration (including cash received in lieu of a fractional CPRL common share) in connection with the first merger will generally realize a capital gain (or capital loss) for Canadian federal income tax purposes equal to the amount by which the sum of the aggregate of the fair market value of the CPRL common shares and cash consideration received exceeds (or is less than) the adjusted cost base of the Canadian resident holder’s KCS common stock determined immediately before the disposition and any reasonable costs of disposition.

A Canadian resident holder who disposes of their KCS preferred stock for cash consideration in connection with the first merger will generally realize a capital gain (or capital loss) for Canadian federal income tax purposes equal to the amount by which the cash consideration received exceeds (or is less than) the adjusted cost base of the Canadian resident holder’s KCS preferred stock determined immediately before the disposition and any reasonable costs of disposition.

A non-Canadian resident holder (as defined in the section entitled “The KCS Merger Proposal—Certain Canadian Federal Income Tax Consequences,” on page 125) will not be subject to tax under the Canadian tax act on any capital gain realized on a disposition of KCS common stock or KCS preferred stock, as the case may be, in connection with the first merger, or on a subsequent disposition of a CPRL common share acquired as result of the first merger, as applicable, unless the relevant share is “taxable Canadian property,” and is not “treaty-protected property” (as those terms are defined in the Canadian tax act) of the non-Canadian resident holder, at the time of the disposition.

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For more information, see the section entitled “The KCS Merger Proposal—Certain Canadian Federal Income Tax Consequences,” on page 125.

Q: Is the exchange ratio subject to adjustment based on changes in the prices of KCS common stock or CPRL common shares? Can it be adjusted for any other reason?

A: For the share consideration portion of the merger consideration, for each share of KCS common stock, you will receive a fixed number of CPRL common shares equal to the exchange ratio of 2.884, not a number of shares that will be determined based on a fixed market value. The market value of CPRL common shares and the market value of KCS common stock at the effective time may vary significantly from their respective values on the date that the merger agreement was executed or at other dates, such as the date of this proxy statement/prospectus or the date of the KCS special meeting. Stock price changes may result from a variety of factors, including changes in CPRL’s or KCS’s respective businesses, operations or prospects, regulatory considerations, and general business, market, industry or economic conditions. The exchange ratio will not be adjusted to reflect any changes in the market value of CPRL common shares or the market value of KCS common stock. Therefore, the aggregate market value of the CPRL common shares that you are entitled to receive at the effective time could vary significantly from the value of such shares on the date of this proxy statement/prospectus or the date of the KCS special meeting. See the risk factor entitled “Because the exchange ratio is fixed and the market price of shares of CPRL common shares has fluctuated and will continue to fluctuate, KCS stockholders cannot be sure of the value of the merger consideration they will receive in the transaction prior to the closing of the transaction,” on page 22.

However, the merger consideration will be equitably adjusted to provide you and CPRL with the same economic effect as contemplated by the merger agreement in the event of any further reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger or other similar transaction involving KCS common stock or CPRL common shares prior to the effective time.

Q: What should I do now?

A: You should read this proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or over the internet as soon as possible so that your shares will be voted in accordance with your instructions.

Q: How can I find more information about KCS or CPRL?

A: You can find more information about KCS or CPRL from various sources described in the section entitled “Where You Can Find Additional Information,” on page 230 of this proxy statement/prospectus.

Q: Whom do I call if I have questions about the KCS special meeting or the transaction?

A: If you have questions about the KCS special meeting or the transaction, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:

MacKenzie Partners, Inc.

KCS Stockholders call toll-free from the U.S. and Canada

at 1-800-322-2885

or direct at 1-212-929-5500 from other locations

Banks and brokers may call collect at 1-212-929-5500

xxx

SUMMARY

This summary highlights information contained elsewhere in this proxy statement/prospectus and may not contain all of the information that might be important to you. KCS and CPRL urge you to read carefully the remainder of this proxy statement/prospectus, including the attached annexes, the documents incorporated by reference into this proxy statement/prospectus and the other documents to which KCS and CPRL have referred you. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find Additional Information” on page 230. Each item in this summary includes a page reference to direct you to a more complete description of the topics presented in this summary.

Information about the Companies (page 134)

Canadian Pacific Railway Limited

7550 Ogden Dale Road S.E.

Calgary, Alberta T2C 4X9

1-403-319-7000

CPRL, together with its subsidiaries (which we collectively refer to as “CP”), owns and operates a transcontinental freight railway in Canada and the United States. CP provides rail and intermodal transportation services over a network of approximately 13,000 miles, connecting the Atlantic coast to the Pacific coast across six Canadian provinces and 11 U.S. states. CP’s railway network feeds directly into the U.S. heartland from the East and West coasts. Agreements with other carriers extend CP’s market reach in Canada, through the U.S. and into Mexico. CP transports bulk commodities, merchandise freight and intermodal traffic.

CPRL was incorporated on June 22, 2001, under the CBCA, and controls and owns all of the common shares of Canadian Pacific Railway Company (which we refer to as “CPRC”), which was incorporated in 1881 by Letters Patent pursuant to an Act of the Parliament of Canada and is governed by the CBCA. CPRL’s registered, executive and corporate head office is located at 7550 Ogden Dale Road S.E., Calgary, Alberta T2C 4X9. CPRL common shares are listed on the NYSE and the TSX under the symbol “CP.”

Additional information about CPRL can be found on its website at www.cpr.ca. The information contained in, or that can be accessed through, CPRL’s website is not intended to be incorporated into this proxy statement/prospectus. For additional information about CPRL, see the section entitled “Where You Can Find Additional Information” on page 230.

Cygnus Merger Sub 1 Corporation

120 South 6th Street

Suite 800

Minneapolis, MN 55402

1-888-333-6370

Surviving merger sub, a Delaware corporation and a direct wholly owned subsidiary of CPRL, was formed solely for the purpose of facilitating the transactions contemplated by the merger agreement. Surviving merger sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement. By operation of the second merger, KCS will merge with and into surviving merger sub. As a result, immediately following the second merger, surviving merger sub will survive as a direct wholly owned subsidiary of CPRL.

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Following the closing of the transaction (which we refer to as the “closing”), all of the outstanding shares of capital stock of the second surviving corporation, as successor to KCS, will be deposited by merger holdco into the voting trust subject to the voting trust agreement, pending receipt of STB final approval.

Surviving merger sub’s principal executive offices are located at 120 South 6th Street, Suite 800, Minneapolis, MN 55402, and its telephone number is 1-888-333-6370.

Cygnus Merger Sub 2 Corporation

120 South 6th Street

Suite 800

Minneapolis, MN 55402

1-888-333-6370

First merger sub, a Delaware corporation and a direct wholly owned subsidiary of surviving merger sub, was formed solely for the purpose of facilitating the transactions contemplated by the merger agreement. First merger sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transaction. By operation of the first merger, first merger sub will merge with and into KCS. As a result, KCS will survive as a direct wholly owned subsidiary of surviving merger sub, before immediately merging with and into surviving merger sub. Upon completion of the first merger, first merger sub will cease to exist as a separate entity.

First merger sub’s principal executive offices are located at 120 South 6th Street, Suite 800, Minneapolis, MN 55402, and its telephone number is 1-888-333-6370.

Kansas City Southern

427 West 12th Street

Kansas City, MO 64105

1-816-983-1303

KCS, a Delaware corporation, is a holding company with domestic and international rail operations in North America that are strategically focused on the growing north/south freight corridor connecting key commercial and industrial markets in the central U.S. with major industrial cities in Mexico. As used below, “Kansas City Southern” may refer to KCS or, as the context requires, to one or more subsidiaries of KCS.

Kansas City Southern controls and owns all of the stock of The Kansas City Southern Railway Company (which we refer to as “KCSR”), a U.S. Class 1 railroad founded in 1887. KCSR serves a ten-state region in the Midwest and Southeast regions of the U.S. and has the shortest north/south rail route between Kansas City, Missouri and several key ports along the Gulf of Mexico in Alabama, Louisiana, Mississippi and Texas.

Kansas City Southern controls and owns all of the stock of Kansas City Southern de México, S.A. de C.V. (which we refer to as “KCSM”). Through its 50-year concession from the Mexican government (which we refer to as the “concession”), which could expire in 2047 unless extended, KCSM operates a key commercial corridor of the Mexican railroad system and has as its core route the most strategic portion of the shortest, most direct rail passageway between Mexico City and Laredo, Texas. Laredo is a principal international gateway through which a substantial portion of rail and truck traffic between the U.S. and Mexico crosses the border. KCSM serves most of Mexico’s principal industrial cities and three of its major seaports. KCSM’s rail lines provide exclusive rail access to the U.S. and Mexico border crossing at Nuevo Laredo, Tamaulipas. Under the concession, KCSM has the right to use and operate the southern half of the rail bridge at Laredo, Texas, which spans the Rio Grande River between the U.S. and Mexico. KCS owns the northern half of this bridge through its ownership of Mexrail, Inc. (which we refer to as “Mexrail”).

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KCSM also provides exclusive rail access to the port of Lazaro Cardenas on the Pacific Ocean. The Mexican government developed the port at Lazaro Cardenas principally to serve Mexican markets and as an alternative to the U.S. west coast ports for Asian and South American traffic bound for North America.

Kansas City Southern wholly owns Mexrail which, in turn, wholly owns The Texas Mexican Railway Company (which we refer to as “Tex-Mex”). Tex-Mex owns a 160-mile rail line extending from Laredo, Texas to the port city of Corpus Christi, Texas, which connects the operations of KCSR with KCSM.

The Kansas City Southern coordinated rail network (KCSR, KCSM and Tex-Mex, including trackage rights) comprises approximately 7,100 route miles extending from the Midwest and Southeast regions of the U.S. south into Mexico and connects with all other Class 1 railroads, providing shippers with an effective alternative to other railroad routes and giving direct access to Mexico and the Southeast and Southwest U.S. through alternate interchange hubs.

Panama Canal Railway Company (which we refer to as “PCRC”), an unconsolidated joint venture company owned equally by Kansas City Southern and Mi-Jack Products, Inc. (which we refer to as “Mi-Jack”), was awarded a concession from the Republic of Panama to reconstruct and operate the Panama Canal Railway, a 47-mile railroad located adjacent to the Panama Canal that provides international container shipping companies with a railway transportation alternative to the Panama Canal. The concession was awarded in 1998 for an initial term of 25 years with an automatic renewal for an additional 25-year term. The Panama Canal Railway is a north-south railroad traversing the isthmus of Panama between the Atlantic and Pacific oceans.

Other subsidiaries and affiliates of Kansas City Southern include the following:

• Meridian Speedway, LLC, a 70% owned consolidated affiliate that owns the former KCSR rail line between Meridian, Mississippi and Shreveport, Louisiana, which is the portion of the rail line between Dallas, Texas and Meridian known as the “Meridian Speedway.” Norfolk Southern Corporation, through its wholly owned subsidiary, The Alabama Great Southern Railroad Company, owns the remaining 30% of MSLLC;

• TFCM, S. de R.L. de C.V., a 45% owned unconsolidated affiliate that operates a bulk liquid terminal in San Luis Potosí, Mexico;

• Ferrocarril y Terminal del Valle de México, S.A. de C.V., a 25% owned unconsolidated affiliate that provides railroad services as well as ancillary services in the greater Mexico City area; and

• PTC-220, LLC, a 14% owned unconsolidated affiliate that holds the licenses to large blocks of radio spectrum and other assets for positive train control.

KCS is a public company. KCS common stock and KCS preferred stock are traded on the NYSE under the symbols “KSU” and “KSU-P,” respectively. KCS’s principal executive offices are located at 427 West 12th Street, Kansas City, MO 64105, and its telephone number is 1-816-983-1303.

Additional information about KCS can be found on its website at www.kcsouthern.com. The information contained in, or that can be accessed through, KCS’s website is not intended to be incorporated into this proxy statement/prospectus. For additional information about KCS, see the section entitled “Where You Can Find Additional Information,” on page 230.

Risk Factors (page 22)

The transactions contemplated by the merger agreement involve risks, some of which are related to the transaction. In considering the transaction, including whether to vote for the KCS merger proposal, the KCS

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compensation proposal and the KCS adjournment proposal, you should carefully consider the information about these risks set forth under the section entitled “Risk Factors” on page 22, together with the other information included or incorporated by reference in this proxy statement/prospectus.

Transaction Structure (page 48)

The merger agreement provides, among other things, that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, (i) at the effective time, first merger sub will merge with and into KCS, with KCS surviving the first merger as a direct, wholly owned subsidiary of surviving merger sub, and (ii) immediately following the first merger at the effective time of the second merger (which we refer to as the “second effective time”), KCS will merge with and into surviving merger sub, with surviving merger sub surviving the second merger as a direct, wholly owned subsidiary of CPRL.

Immediately following the second merger and immediately prior to the deposit of all of the outstanding shares of capital stock of the second surviving corporation into the independent, irrevocable voting trust (which we refer to as the “voting trust transaction”), CPRL and certain subsidiaries of CPRL will be involved in an internal reorganization that will result in the second surviving corporation becoming an indirect wholly owned subsidiary of CPRL. See the section entitled “The KCS Merger Proposal—Transaction Structure,” on page 48 for a description of each step involved in the internal reorganization.

The terms and conditions of the transaction are contained in the merger agreement, which is described in this proxy statement/prospectus and attached to this proxy statement/prospectus as Annex A. You are encouraged to read the merger agreement carefully, as it is the legal document that governs the transaction. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the transaction are qualified in their entirety by reference to the full text of the merger agreement. For a summary of the merger agreement, see the section entitled “The Merger Agreement,” on page 137.

Merger Consideration (page 49)

Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time, each share of KCS common stock that is outstanding immediately prior to the effective time (other than certain excluded shares as described in the merger agreement) will be converted automatically into the right to receive the merger consideration, being the share consideration of 2.884 validly issued, fully paid and non-assessable CPRL common shares and the cash consideration of $90.00 in cash, without interest, and each share of KCS preferred stock that is outstanding immediately prior to the effective time (other than certain excluded shares as described in the merger agreement) will be converted into the right to receive the preferred merger consideration of $37.50 in cash, without interest.

The merger consideration and/or the preferred merger consideration will be equitably adjusted in the event of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares involving KCS common stock, KCS preferred stock or CPRL common shares prior to the effective time, to proportionally reflect such change.

For a full description of the treatment of KCS equity awards in the transaction, see the sections entitled “The Merger Agreement—Treatment of KCS Equity Awards” and “The Merger Agreement—Merger Consideration,” on pages  141 and 139, respectively.

KCS Board of Directors’ Recommendation (page 65)

The KCS board unanimously recommends that you vote “FOR” the KCS merger proposal, “FOR” the KCS compensation proposal and “FOR” the KCS adjournment proposal. For a description of some of the factors considered by the KCS board in reaching its decision to approve the merger agreement and additional

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information on the recommendation of the KCS board that KCS stockholders vote to adopt the merger agreement, see the section entitled “The KCS Merger Proposal—Recommendation of the KCS Board; KCS’s Reasons for the Transaction,” on page 65.

The Voting Trust (page 169)

Certain activities of CPRL, KCS and their subsidiaries are regulated by the STB. STB approval or exemption is required for, among other things, CPRL’s or merger holdco’s acquisition of control of KCS. Upon consummation of the transaction, merger holdco will establish the voting trust. Following the transaction and pending STB final approval or exemption of the transaction pursuant to 49 U.S.C. § 11323 et seq., all of the outstanding shares of capital stock of the second surviving corporation will be deposited by merger holdco into the voting trust in accordance with the terms and conditions of the voting trust agreement. The trustee will agree to act as voting trustee in respect of the voting trust; in such capacity, the trustee will vote all shares of the capital stock of the second surviving corporation at any time delivered to the trustee of the voting trust pursuant to the voting trust agreement (which shares we refer to as “trust stock”). Although merger holdco will remain the beneficial owner of the trust stock, both it and CPRL will be unable to exercise control over KCS while the trust stock is held by the trustee. The deposit of the outstanding shares of capital stock of the second surviving corporation into the voting trust by merger holdco will insulate the second surviving corporation from control by CPRL or merger holdco until STB final approval has been either obtained (or is otherwise no longer required by law) or denied. The management and board of directors of KCS will continue to manage the second surviving corporation while its outstanding shares of capital stock are held in the voting trust, pursuing its independent business plan and growth strategies. For a summary of the terms of the voting trust, see the section entitled “The Voting Trust,” on page 169.

Comparative Per Share Market Price Information (page 39)

The following table presents the closing price per share of CPRL common shares on the TSX and the NYSE and of KCS common stock on the NYSE on (a) March 19, 2021, the last full trading day prior to the public announcement of the signing of the prior CP merger agreement, (b) August 9, 2021, the last full trading day prior to that on which CPRL submitted a revised offer to acquire KCS, (c) September 14, 2021, the last full trading day prior to the public announcement of the signing of the merger agreement, and (d) October 29, 2021, the last practicable trading day prior to the mailing of this proxy statement/prospectus. This table also shows the implied value of the merger consideration payable for each share of KCS common stock, which was calculated by multiplying the closing price of CPRL common shares on the NYSE on those dates by the exchange ratio and adding $90.00 in respect of the cash consideration.

Date	CPRL common shares TSX(2)			CPRL common shares NYSE(2)			KCS common stock NYSE(2)		Equivalent value of merger consideration per share of KCS stock based on price of  CPRL common shares on NYSE
	(C$)			(US$)			(US$)		(US$)
March 19, 2021		94.85	(1)		75.70	(1)		224.16		308.31
August 9, 2021		91.50			72.71			269.60		299.70
September 14, 2021		86.48			68.14			280.00		286.52
October 29, 2021		95.79			77.40			310.25		313.22

(1) On May 13, 2021, CPRL effected a five-for-one share split of the issued and outstanding CPRL common shares (the “share split”). The per share amount listed herein has been retrospectively adjusted to reflect the share split.

(2) Share prices are based on closing prices.

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Opinions of KCS’s Financial Advisors (page 72)

Opinion of Morgan Stanley

Morgan Stanley & Co. LLC (which we refer to as “Morgan Stanley”) was retained by the KCS board to act as its financial advisor in connection with the transaction. On September 15, 2021, Morgan Stanley rendered its oral opinion, which was confirmed by delivery of a written opinion dated September 15, 2021, to the KCS board to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in its written opinion, the merger consideration to be received by the holders of shares of KCS common stock, other than shares held in treasury or held by CPRL, the merger subs or KCS (in each case, other than shares held on behalf of third parties) or shares with respect to which the holders thereof have not voted in favor of the adoption of the merger agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL (collectively, “excluded shares”), under the merger agreement was fair from a financial point of view to such holders of KCS common stock.

The full text of Morgan Stanley’s written opinion to the KCS board, dated September 15, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement/prospectus as Annex B and is incorporated by reference herein in its entirety. The foregoing summary of Morgan Stanley’s opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion, this section and the summary of Morgan Stanley’s opinion below carefully and in their entirety. Morgan Stanley’s opinion was for the benefit of the KCS board, in its capacity as such, and addressed only the fairness from a financial point of view of the merger consideration to be received by the holders of shares of KCS common stock (other than excluded shares) pursuant to the merger agreement as of the date of the opinion and did not address any other aspects or implications of the transaction. Morgan Stanley’s opinion was not intended to, and does not, constitute an opinion or recommendation as to how the shareholders of KCS or CPRL should vote at the shareholders’ meetings to be held in connection with the transaction.

Opinion of BofA Securities

On September 15, 2021, at a meeting of the KCS board held to evaluate the transaction, BofA Securities, Inc. (“BofA Securities”), KCS’s financial advisor, delivered to the KCS board an oral opinion, which was confirmed by delivery of a written opinion dated September 15, 2021, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in BofA Securities’ written opinion, the merger consideration to be received in the transaction by holders of KCS common stock (other than excluded shares) was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the KCS board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this proxy statement/prospectus and is incorporated by reference herein in its entirety. The summary of BofA Securities’ opinion included in this proxy statement/prospectus is qualified in its entirety by reference to the full text of BofA Securities’ written opinion. BofA Securities delivered its opinion to the KCS board for the benefit and use of the KCS board (in its capacity as such) in connection with and for purposes of its evaluation of the transaction. BofA Securities’ opinion does not address any other terms or other aspects or implications of the transaction and no opinion or view was expressed as to the relative merits of the transaction in comparison to other strategies or transactions that might be available to KCS or in which KCS might engage or as to the underlying business decision of KCS to

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proceed with or effect the transaction. BofA Securities’ opinion does not address any other aspect of the transaction and does not express any opinion or recommendation as to how any stockholder should vote or act in connection with the transaction or any related matter. See the section entitled “The KCS Merger Proposal—Opinions of KCS’s Financial Advisors—Opinion of BofA Securities,” on page 85.

The KCS Special Meeting (page 41)

Date, Time and Place of the KCS Special Meeting

The KCS special meeting will be held virtually via the internet on December 10, 2021 at 9:00 a.m, Central Time. In light of ongoing developments related to the COVID-19 (coronavirus) pandemic, KCS has elected to hold the KCS special meeting solely by means of remote communication via the internet. The KCS special meeting will be held solely via live audio webcast and there will not be a physical meeting location. KCS stockholders will be able to attend the KCS special meeting online and vote their shares electronically during the meeting by visiting the special meeting website at https://meetnow.global/MXZ6AKV.

Record Date and Outstanding Shares of KCS Voting Stock

Only holders of record of shares of KCS voting stock outstanding as of the close of business on October 14, 2021, the record date for the KCS special meeting, are entitled to notice of, and to vote at, the KCS special meeting or any adjournment or postponement of the KCS special meeting. KCS stockholders may cast one vote for each share of KCS voting stock that KCS stockholders own of record as of that record date.

Quorum

A quorum of KCS stockholders is necessary to transact business at the KCS special meeting. A quorum will exist at the KCS special meeting if holders of a majority of the aggregate voting power of the KCS capital stock issued and outstanding and entitled to vote are present in person (including virtually) or represented by proxy. All shares of KCS voting stock represented by a valid proxy and all abstentions will be counted as present for purposes of establishing a quorum. All of the KCS proposals are considered “non-routine” matters under the NYSE rules, and, therefore, brokers are not permitted to vote on any of the matters to be considered at the KCS special meeting unless they have received instructions from the beneficial owners. As a result, no “broker non-votes” are expected at the meeting, and shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the beneficial owner provides their bank, broker or other nominee with voting instructions for at least one of the proposals brought before the KCS special meeting.

Required Vote to Approve the KCS Merger Proposal

Assuming a quorum is present at the KCS special meeting, approval of the KCS merger proposal requires the affirmative vote of at least a majority of the outstanding shares of KCS voting stock entitled to vote on the KCS merger proposal. Accordingly, a KCS stockholder’s abstention from voting or the failure of any KCS stockholder to vote (including the failure of a KCS stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the KCS merger proposal) will have the same effect as a vote “AGAINST” the KCS merger proposal.

Required Vote to Approve the KCS Compensation Proposal

Assuming a quorum is present at the KCS special meeting, approval of the KCS compensation proposal requires the affirmative vote of at least a majority of the shares of KCS voting stock present at the KCS special meeting in person (including virtually) or represented by proxy and entitled to vote on the KCS compensation proposal. Accordingly, if a KCS stockholder present in person (including virtually) at the KCS special meeting abstains

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from voting, or responds by proxy with an “abstain” vote, it will have the same effect as a vote cast “AGAINST” the KCS compensation proposal. If a KCS stockholder is not present in person (including virtually) at the KCS special meeting and does not respond by proxy, it will have no effect on the vote count for the KCS compensation proposal (assuming a quorum is present).

Required Vote to Approve the KCS Adjournment Proposal

Approval of the KCS adjournment proposal requires the affirmative vote of at least a majority of the shares of KCS voting stock present at the KCS special meeting in person (including virtually) or represented by proxy and entitled to vote on the KCS adjournment proposal (whether or not a quorum is present). Accordingly, if a KCS stockholder present in person (including virtually) at the KCS special meeting abstains from voting, or responds by proxy with an “abstain” vote, it will have the same effect as a vote cast “AGAINST” the KCS adjournment proposal. If a KCS stockholder is not present in person (including virtually) at the KCS special meeting and does not respond by proxy, it will have no effect on the vote count for such proposal.

Voting by Directors and Executive Officers

As of the record date, KCS directors and executive officers, and their affiliates, as a group, owned and were entitled to vote approximately 0.44% of the total outstanding shares of KCS common stock and 0.0% of the total outstanding shares of KCS preferred stock. Although no KCS director or executive officer has entered into any agreement obligating them to do so, KCS currently expects that all of its directors and executive officers will vote their shares “FOR” the KCS merger proposal, “FOR” the KCS compensation proposal and “FOR” the KCS adjournment proposal. See the section entitled “The KCS Merger Proposal—Interests of KCS’s Directors and Executive Officers in the Transaction” on page 102 and the arrangements described in Part III of KCS’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, KCS’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021 and KCS’s Definitive Proxy Statement on Schedule 14A for KCS’s 2021 annual meeting of stockholders filed with the SEC on April 9, 2021, all of which are incorporated into this proxy statement/prospectus by reference.

The CPRL Special Meeting and Shareholder Approval (page 108)

Under Section 611(c) of the TSX Company Manual, security holder approval is required if the number of securities issued or issuable by a listed issuer in payment of the purchase price for an acquisition, exceeds 25% of the number of securities of the listed issuer which are outstanding, on a pre-acquisition, non-diluted basis. Under the terms of the merger agreement, CPRL has agreed to issue 2.884 CPRL common shares and $90.00 in cash, without interest, in exchange for each share of KCS common stock issued and outstanding immediately prior to the effective time. Issuances by KCS of shares of KCS common stock are restricted under the terms of the merger agreement, subject to certain limited exceptions or the prior written consent of CPRL. As a result, the actual number of CPRL common shares that will be issued at the effective time will depend on the number of shares of KCS common stock, KCS restricted share awards and KCS director deferred stock outstanding at such time.

CPRL shareholders will be required to approve the issuance of such number of CPRL common shares as is necessary under the merger agreement to issue the share consideration. As described in the TSX listing application filed by CPRL, based on the number of shares of KCS common stock outstanding as of September 9, 2021, CPRL anticipates up to 277,960,197 CPRL common shares to be issuable to KCS common stockholders under the terms of the merger agreement, which represents approximately 42% of the issued and outstanding CPRL common shares as of September 9, 2021 (which we refer to as the “CPRL common share issuance”). Accordingly, the TSX requires that the share issuance resolution be approved by an ordinary resolution of CPRL

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shareholders (i.e., a majority of the votes cast by holders of outstanding CPRL common shares represented in person or by proxy and entitled to vote at the CPRL special meeting). Despite the fact that CPRL shareholders are being asked to approve the issuance of up to 277,960,197 CPRL common shares, based on the number of shares of KCS common stock outstanding as of September 9, 2021, CPRL expects that it would issue (at the direction of surviving merger sub and on behalf of surviving merger sub) up to approximately 264,723,997 CPRL common shares in the first merger and is seeking CPRL shareholder approval for the issuance of up to 13,236,200 additional CPRL common shares to accommodate the effects of rounding and for other administrative purposes in accordance with the policies of the TSX.

The actual number of CPRL common shares to be issued or reserved for issuance under the merger agreement will be determined immediately prior to the effective time based on the exchange ratio, the number of shares of KCS common stock outstanding at such time and the number of KCS restricted share awards and KCS director deferred stock outstanding at such time.

CPRL will be holding the special meeting of CPRL shareholders on December 8, 2021 (which we refer to, including any adjournments or postponements thereof, as the “CPRL special meeting”) to vote on the resolutions necessary to complete the transaction and other matters to be considered by the CPRL shareholders at such special meeting. In addition to the above-mentioned resolution approving the CPRL common share issuance, at the CPRL special meeting, CPRL shareholders entitled to vote at the CPRL special meeting will be asked to approve a special resolution authorizing and approving an amendment to the articles of CPRL to change its name to “Canadian Pacific Kansas City,” which amendment is conditional upon completion of the combination of CPRL and KCS following receipt of STB final approval. CPRL will separately prepare the management information circular in accordance with applicable Canadian securities and corporate laws and distribute such management information circular to its shareholders in connection with the CPRL special meeting.

Listing of CPRL Common Shares (page 101)

The completion of the transaction is conditional upon the approval for listing of CPRL common shares issuable under the merger agreement on the NYSE, subject to official notice of issuance, and the TSX, subject to customary listing conditions, prior to the effective time.

The TSX has conditionally approved the listing of the CPRL common shares to be issued to KCS common stockholders under the merger agreement, which CPRL common shares will be registered in the U.S. pursuant to the Form F-4. Listing of such CPRL common shares is subject to CPRL fulfilling all of the requirements of the TSX on or before the business day following the closing date. CPRL is required under the terms of the merger agreement to apply to the NYSE to list the CPRL common shares to be issued to KCS common stockholders under the merger agreement on the NYSE, which CPRL common shares will be registered in the U.S. pursuant to the Form F-4. Listing will be subject to CPRL fulfilling all the listing requirements of the NYSE. There can be no assurance that the CPRL common shares will be accepted for listing on the TSX or the NYSE.

Delisting and Deregistration of KCS Common Stock (page 102)

If the transaction is completed, KCS common stock will be delisted from the NYSE and deregistered under the U.S. Exchange Act, and KCS will no longer be required to file periodic reports with the SEC with respect to KCS common stock.

KCS has agreed to cooperate with CPRL and use its reasonable best efforts to take, or cause to be taken, all actions reasonably necessary, proper or advisable under applicable laws and rules and policies of the NYSE and the SEC to delist the KCS common stock from the NYSE and to terminate its registration under the U.S. Exchange Act as promptly as practicable after the effective time.

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Debt Financing (page 119)

As of September 30, 2021, CP had total long-term debt of approximately C$10.0 billion (U.S.$7.8 billion converted at the Bank of Canada exchange rate on September 30, 2021) and KCS had total long-term debt of approximately U.S.$3.8 billion.

Under the Commitment Letter, dated as of September 15, 2021, by and among Goldman Sachs Lending Partners LLC (which we refer to as “GS Lending”), the Bank of Montreal (which we refer to as “BMO”), CPRL and CPRC, as modified by that certain joinder letter, dated September 29, 2021 (which we refer to as the “commitment letter”), BMO, GS Lending and the other financial institutions party to the commitment letter have committed to provide an unsecured 364-day bridge facility (the “bridge facility”) in an aggregate principal amount of U.S.$8.5 billion to bridge the debt financing required to fund a portion of the cash consideration and preferred merger consideration, and transaction fees and expenses associated with, the transaction. CPRL expects to reduce the commitments under the bridge facility with an offering of debt securities before the closing of the transaction into the voting trust.

Effective as of April 9, 2021, CPRL amended its existing revolving credit facility to modify certain provisions relating to the calculation of the financial covenant ratio in its credit facility. In addition, effective as of September 24, 2021, CPRL entered into an amendment to extend the two-year tranche and the five-year tranche of its existing revolving credit facility to September 27, 2023 and September 27, 2026, respectively. Effective as of September 29, 2021, CPRL entered into a further amendment to its existing revolving credit facility in order to provide financial covenant flexibility for the anticipated acquisition financing pertaining to the transaction, which is in place for a two-year period from the date the transaction closes.

In addition, pursuant to the credit agreement, dated as of September 15, 2021, by and among CPRL and CPRC, BMO, the other lenders and financial institutions party thereto and BMO, as administrative agent, CPRC borrowed the aggregate amount of U.S.$500 million in unsecured term loans, which have an initial six-month maturity. Borrowings under such credit facility, together with commercial paper issuance and cash on hand were used to enable CPRL to make certain remittances in connection with the payments made by KCS in connection with the termination of the CN agreement.

Effective September 30, 2021, KCS obtained consent from the lenders under its existing revolving credit facility to permit closing into the voting trust and to provide a limited waiver for a period of time after CPRL acquires control of KCS following receipt of STB final approval.

Certain U.S. Federal Income Tax Consequences (page 120)

CPRL and KCS intend that the transaction will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and that Section 367(a)(1) of the Code will not apply to cause the transaction to result in gain recognition by holders of KCS common stock that exchange their shares of KCS common stock for the merger consideration (other than any excepted shareholder). The obligation of KCS to complete the transaction is conditioned upon the receipt of an opinion from Wachtell, Lipton, Rosen & Katz, special counsel to KCS, or another nationally recognized tax counsel, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the transaction will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and that the transaction will not result in gain recognition under Section 367(a)(1) of the Code by holders of KCS common stock (other than any excepted shareholder).

Accordingly, on the basis of such opinion that the transaction will qualify as a reorganization and that Section 367(a) does not apply to require gain recognition, a U.S. holder (other than an excepted shareholder) that exchanges shares of KCS common stock for the merger consideration in the transaction will generally recognize gain (but not loss) in an amount equal to the lesser of: (i) the cash consideration (excluding cash received in lieu

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of fractional CPRL common shares, if any) received by such U.S. holder in the transaction; and (ii) the excess, if any, of (a) the sum of the cash consideration (excluding cash received in lieu of fractional CPRL common shares, if any) plus the fair market value of the share consideration (including any fractional CPRL common shares deemed received) received by such U.S. holder in exchange for its shares of KCS common stock in the transaction, over (b) such U.S. holder’s tax basis in its shares of KCS common stock exchanged. In addition, a U.S. holder of KCS common stock generally will recognize gain or loss with respect to any cash received in lieu of fractional CPRL common shares.

The exchange of KCS preferred stock for cash pursuant to the transaction generally will be a taxable transaction for U.S. federal income tax purposes. U.S. holders of KCS preferred stock will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to their shares of KCS preferred stock pursuant to the transaction and their adjusted tax basis in such shares.

For the definition of “U.S. holder” and a more detailed discussion of the material U.S. federal income tax consequences of the transaction to U.S. holders, see the section entitled “The KCS Merger Proposal—Certain U.S. Federal Income Tax Consequences,” on page 120.

The U.S. federal income tax consequences described above may not apply to all KCS stockholders. The tax consequences to KCS stockholders will depend on their individual situations. Accordingly, all KCS stockholders are urged to consult their own tax advisors for a full understanding of the particular tax consequences of the transaction to them.

Certain Canadian Federal Income Tax Consequences (page 125)

A Canadian resident holder (as defined in the section entitled “The KCS Merger Proposal—Certain Canadian Federal Income Tax Consequences,” on page 125) who disposes of their KCS common stock for CPRL common shares and cash consideration (including cash received in lieu of a fractional CPRL common share) in connection with the first merger will generally realize a capital gain (or capital loss) for Canadian federal income tax purposes equal to the amount by which the sum of the aggregate of the fair market value of the CPRL common shares and cash consideration received exceeds (or is less than) the adjusted cost base of the Canadian resident holder’s KCS common stock determined immediately before the disposition and any reasonable costs of disposition.

A Canadian resident holder who disposes of their KCS preferred stock for cash consideration in connection with the first merger will generally realize a capital gain (or capital loss) for Canadian federal income tax purposes equal to the amount by which the cash consideration received exceeds (or is less than) the adjusted cost base of the Canadian resident holder’s KCS preferred stock determined immediately before the disposition and any reasonable costs of disposition.

A non-Canadian resident holder (as defined in the section entitled “The KCS Merger Proposal—Certain Canadian Federal Income Tax Consequences,” on page 125) will not be subject to tax under the Canadian tax act on any capital gain realized on a disposition of KCS common stock or KCS preferred stock, as the case may be, in connection with the first merger, or on a subsequent disposition of a CPRL common share acquired as a result of the first merger, as applicable, unless the relevant share is “taxable Canadian property,” and is not “treaty-protected property” (as those terms are defined in the Canadian tax act) of the non-Canadian resident holder, at the time of the disposition.

For more information, see the section entitled “The KCS Merger Proposal—Certain Canadian Federal Income Tax Consequences,” on page 125.

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Accounting Treatment of the Transaction (page 109)

In accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”), CP will account for the transaction using the acquisition method of accounting for business combinations.

Upon the closing, and only for the period that the outstanding shares of capital stock of the second surviving corporation (as successor to KCS) are held in the voting trust, CPRL will account for its indirect 100% equity ownership of the second surviving corporation using the equity method of accounting. Once the STB has completed its review of the transaction and approved CPRL’s acquisition of control of KCS, CPRL will consolidate KCS prospectively, and the equity method investment will be remeasured to fair value immediately before the consolidation occurs, with the resulting gain or loss recognized in net income. As the ultimate outcome of the transaction, assuming receipt of STB final approval, will be a business combination, the unaudited Pro Forma Financial Statements presented in this proxy statement/prospectus have been prepared on a consolidated basis on the basis of a business combination.

For a more detailed discussion of the accounting treatment of the transaction, see the section entitled “The KCS Merger Proposal—Accounting Treatment of the Transaction,” on page 109.

Regulatory Approvals Required for the Transaction (page 109)

As more fully described in this proxy statement/prospectus and in the merger agreement, and subject to the terms and conditions of the merger agreement, KCS and CPRL have agreed to promptly obtain all necessary actions or nonactions, authorizations, permits, waivers, consents, clearances, approvals and expirations or terminations of waiting periods and make all necessary registrations, notices, notifications, petitions, applications, reports and other filings and take all steps as may be necessary, proper or advisable to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any governmental entity (collectively, “consents”).

KCS and CPRL are not currently aware of any material consents or other filings that are required prior to the combination of CPRL and KCS other than those described in this proxy statement/prospectus.

Although CPRL and KCS believe that they will receive the required authorizations and approvals described herein to complete the transactions contemplated by the merger agreement, there can be no assurance as to the timing of these consents and approvals, CPRL’s or KCS’s ultimate ability to obtain such consents or approvals (or any additional consents or approvals that may otherwise become necessary), or the conditions or limitations that such approvals may contain or impose. For more information regarding factors that could impact the closing of the transaction, see the section entitled “Risk Factors,” on page 22.

For a more detailed discussion of the regulatory approvals required to close the transaction see the sections of this proxy statement/prospectus entitled “The Merger Agreement—Conditions that Must Be Satisfied or Waived for the Transaction to Occur” and “The Merger Agreement—Regulatory Filings and Efforts; Other Actions,” on pages 141 and 160, respectively.

STB

The transactions contemplated by the merger agreement are subject to review by the STB pursuant to 49 U.S.C. 11323 et seq., which prohibits the acquisition of control of two or more U.S. rail carriers subject to the jurisdiction of the STB by a person that is not a carrier and the acquisition or control of a U.S. rail carrier by a person that is not a carrier but that controls any number of carriers. STB approval or exemption is required for, among other things, CPRL’s acquisition of control of KCS.

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On April 23, 2021, the STB issued a decision finding that the waiver provision under 49 C.F.R. § 1180.0(b) applies to the CP/KCS transaction, and that the transaction will therefore be subject to the regulations set forth at 49 C.F.R. part 1180 (2000) rather than the 2001 version of those rules. Under the pre-2001 rules that govern the transaction, no formal STB approval is required for use of a voting trust. In March 2021, the parties agreed to seek, and sought, a written informal advisory opinion of the STB Staff to the effect that the proposed deposit of all outstanding shares of capital stock of the second surviving corporation into the independent, irrevocable voting trust immediately following the completion of the post-closing contributions, subject to the voting trust agreement, would preclude unlawful control of KCS by CPRL and its affiliates and would not result in a violation of 49 U.S.C. 11323 (which we refer to as the “STB voting trust opinion”).

On May 6, 2021, the STB issued a decision indicating that it had conducted a full review of the voting trust submitted to the STB Staff in March 2021 and granted approval for the use of the voting trust to consummate the transaction, subject to the condition that the voting trust agreement be modified to prohibit the trustee from owning securities of CPRL or its affiliates during the existence of the voting trust. CP made the requisite modification. The voting trust agreement proposed for use with the transaction is unchanged from that modified in response to the STB’s May 6 decision.

On September 15, 2021, CPRL and KCS filed with the STB an Amended Notice of Intent indicating that they had entered a new agreement providing for CPRL’s acquisition of KCS, that they would file an application seeking STB control approval on or shortly after October 20, 2021, and that CPRL intended to indirectly acquire the shares of KCS prior to receiving control approval via the use of a voting trust that was substantially identical to that reviewed and approved by the STB in its May 6 decision.

On September 30, 2021, the STB issued a decision confirming that the transaction described in the September 15 Amended Notice of Intent was the “same transaction” that had been noticed in March 2021 and that the STB’s May 6, 2021 approval for CPRL’s proposed use of a voting trust to acquire KCS applies to the voting trust proposed for use with the transaction agreed to on September 15.

On October 29, 2021, CPRL and KCS filed their application seeking STB final approval for CPRL to control KCS and its U.S. rail carrier subsidiaries.

Under the merger agreement, CPRL and KCS must use reasonable best efforts to prosecute all filings and other presentations made, and promptly make any subsequent filings or presentations, with the STB with diligence, diligently oppose any third party’s objections to, appeals from or petitions to reconsider or reopen any approval, opinion, exemption or other authorization obtained from the STB, and take all such further action as in the reasonable judgment of CPRL and KCS may facilitate obtaining STB final approval.

CFIUS

The transactions contemplated by the merger agreement are subject to review by the Committee on Foreign Investment in the United States (which we refer to as “CFIUS”) pursuant to Section 721 of the Defense Production Act of 1950, as amended, and the regulations promulgated thereunder (which we refer to as “Section 721”). Under the terms of the merger agreement, CPRL may not assume control over KCS’s railroad operations until: (a) CFIUS has determined that there are no unresolved national security concerns with respect to the transactions contemplated by the merger agreement, and the parties have received written notice from CFIUS that action under Section 721 has been concluded; (b) the parties have received written notice from CFIUS that the transactions contemplated by the merger agreement are not “covered transactions” pursuant to Section 721; or (c) CFIUS has sent a report to the President of the U.S. requesting the decision of the President of the U.S. with respect to the transactions contemplated by the merger agreement and (i) the period under Section 721 during which the President of the U.S. may announce his decision to take action to suspend, prohibit or place any limitations on the transactions contemplated by the merger agreement has expired without any such action being threatened, announced or taken or (ii) the President of the U.S. has announced a decision not to, or otherwise declined to, take any action to suspend or prohibit the transactions contemplated by the merger agreement (which we collectively refer to as “completion of the CFIUS Process”).

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The merger agreement provides for CPRL and KCS to cooperate regarding the preparation and filing with CFIUS of a declaration and/or a joint voluntary notification in connection with the transactions contemplated by the merger agreement. Please refer to the section entitled “The KCS Merger Proposal—Regulatory Approvals Required for the Transaction,” on page 110 for additional detail regarding CFIUS.

COFECE and the IFT

Pursuant to the Mexican Federal Economic Competition Law and the Federal Telecommunications and Broadcasting Law, consummation of the transactions contemplated by the merger agreement requires the approval of the Comisión Federal de Competencia Económica (the Mexican Antitrust Commission) (which we refer to as “COFECE”) and the Instituto Federal de Telecomunicaciones (the Mexican Federal Telecommunications Institute) (which we refer to as the “IFT,” and, together with COFECE, the “Mexican antitrust authorities”), autonomous constitutional entities responsible for enforcing the Federal Economic Competition Law in the sectors of their respective jurisdiction, including reviewing and authorizing concentrations, when applicable. Such notifications may be submitted in parallel, and the procedures follow the same rules and legal time frame.

The merger agreement provides that KCS, CPRL, first merger sub and surviving merger sub were obligated to promptly, but in any event no later than 30 business days after the date of the merger agreement, file any and all notifications and report forms to the Mexican antitrust authorities, in each case as required under applicable law with respect to the transactions contemplated by the merger agreement, and take all other actions necessary to cause the expiration or termination of the process under applicable law as soon as practicable after the date of the merger agreement (i.e., September 15, 2021).

Notifications of the transaction were submitted to the IFT on October 4, 2021 and to COFECE on October 5, 2021. The Mexican antitrust authorities will each have 60 business days to review the transaction and issue a resolution (as such period is calculated and may be extended under Mexican law, as described in the Section entitled “The KCS Merger Proposal—Regulatory Approvals Required for the Transaction,” on page 110). If the Mexican antitrust authorities do not issue a resolution within the relevant review period (including any extension, if applicable), the transaction will be deemed approved. Failure to obtain clearance from the Mexican antitrust authorities precludes the parties from closing the transaction in Mexico.

ARTF and SCT

KCS and CPRL (through KCSM) have filed notices with the Mexican Agencia Reguladora del Transporte Ferroviario (the Regulatory Agency of Rail Transportation of Mexico) (which we refer to as “ARTF”) and the Secretaría de Comunicaciones y Transportes (the Secretary of Communications and Transportation of Mexico) (which we refer to as “SCT”), which are responsible for regulating railroad services in Mexico, prior to the effective time. The notice process is for informational purposes only, and no approval is required from either ARTF or SCT to consummate the transaction.

Mexican Rail Union

KCS has provided an informal notification to the Mexican rail union; no approval on the part of the Mexican rail union is required in order to consummate the transaction.

FCC

KCS is subject to regulation by the Federal Communications Commission (which we refer to as the “FCC”) under the Communications Act of 1934, as amended. FCC approval of the transfer of KCS’s FCC licenses will

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be required. Failure to receive FCC approval prior to transferring control of the FCC licenses could result in civil fines, revocation of the subject licenses, and/or other remedial actions by the FCC. Initial approval from the FCC is expected before closing into the voting trust.

In October 2021, CPRL and KCS filed the required applications for FCC consent to the transfer of control of the subject licenses held by KCS from KCS to the voting trust. In November 2021, CPRL and KCS anticipate that applications to transfer control of KCS as lessee or sublessee of certain FCC licenses will be filed. While CPRL and KCS believe that FCC approval will ultimately be obtained, this approval is not assured.

Additionally, if the transaction is consummated, then the FCC will also preside over a similar post-closing approval process. CPRL and KCS anticipate, but cannot guarantee, that the FCC will ultimately approve this post-closing transfer of control of the FCC licenses. CPRL and KCS are not aware of any cases where FCC approval did not follow STB approval.

For a more detailed discussion of the regulatory approvals required for the transaction, see the section entitled “The KCS Merger Proposal—Regulatory Approvals Required for the Transaction,” on page 110.

Treatment of KCS Equity Awards (page 141)

KCS Stock Options

Each option to purchase shares of KCS common stock (which we refer to as a “KCS stock option”), whether vested or unvested, that is outstanding as of immediately prior to the effective time will, at the effective time, become fully vested and be converted into the right to receive an amount of cash equal to (i) the excess, if any of (A) the value of the merger consideration over (B) the per share exercise price of such option multiplied by (ii) the total number of shares of KCS common stock subject to such option as of immediately prior to the effective time, less applicable tax withholding.

KCS Restricted Share Awards

Each award of shares of KCS common stock granted subject to any vesting, forfeiture or other lapse restrictions (which we refer to as a “KCS restricted share award”) that is outstanding as of immediately prior to the effective time and was granted prior to March 21, 2021, will, at the effective time, become fully vested and be converted into the right to receive (i) the merger consideration in respect of each share of KCS common stock subject to such KCS restricted share award as of immediately prior to the effective time and (ii) the accrued but unpaid cash dividends corresponding to each share of KCS common stock subject to such KCS restricted share award, less applicable tax withholding.

Each KCS restricted share award that is outstanding as of immediately prior to the effective time and was granted on or after March 21, 2021, will, at the effective time, be converted into an award that entitles the holder thereof, upon vesting, to receive (i) an amount in cash equal to the value of the merger consideration in respect of each share of KCS common stock subject to such KCS restricted share award and (ii) the accrued but unpaid cash dividends corresponding to each share of KCS common stock subject to such KCS restricted share award. Each such cash-based award will have the same terms and conditions (including vesting terms and conditions) as applied to the corresponding KCS restricted share award, except that such award will vest in full upon a qualifying termination.

KCS Performance Share Awards

Each award of performance shares that corresponds to shares of KCS common stock (which we refer to as a “KCS performance share award”) that is outstanding as of immediately prior to the effective time will, at the effective time, be converted into an award that entitles the holder thereof, upon vesting, to receive an amount in

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cash equal to the value of the merger consideration multiplied by 200% of the target number of shares of KCS common stock covered by the KCS performance share award as of immediately prior to the effective time. Each such cash-based award will have the same terms and conditions (including vesting terms and conditions) as applied to the corresponding KCS performance share award, except that performance-based vesting conditions will no longer apply and the award will vest in full upon a qualifying termination.

KCS Director Deferred Stock

Each share of director deferred stock of KCS that is outstanding as of immediately prior to the effective time, will, at the effective time, be converted into the right to receive the merger consideration, less applicable tax withholding.

Appraisal or Dissenters’ Rights (page 114)

If the transaction is completed, KCS stockholders who do not vote in favor of the adoption of the merger agreement and who otherwise comply with the applicable provisions of Section 262 of the DGCL will be entitled to exercise appraisal rights thereunder and obtain payment in cash for the fair value of their shares of KCS, subject to certain limitations under the DGCL. Any shares of KCS voting stock that are held by a KCS stockholder on the date of making an appraisal demand, who continues to own such shares through the effective time, who has not voted in favor of the adoption of the merger agreement and who has properly demanded appraisal for such shares in accordance with the DGCL will not be converted into the right to receive the merger consideration or preferred merger consideration, as applicable, and a KCS stockholder who holds such shares will have the right to obtain payment in cash for the fair value of their shares of KCS in lieu of the merger consideration or preferred merger consideration, as applicable, unless such KCS stockholder fails to perfect, effectively withdraws, waives or otherwise loses such stockholder’s appraisal rights under the DGCL. If, after the effective time, such holder of KCS voting stock fails to perfect, effectively withdraws, waives or otherwise loses his, her or its appraisal rights, each such share will be treated as if it had been converted as of the effective time into a right to receive the merger consideration or preferred merger consideration, as applicable, without any interest thereon. Due to the complexity of the procedures for exercising your appraisal rights, KCS stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with these provisions will result in the loss of appraisal rights. See the section entitled “The KCS Merger Proposal—Appraisal or Dissenters’ Rights,” on page 114, for additional information and the text of Section 262 of the DGCL, which is included as Annex D to this proxy statement/prospectus, which you are encouraged to read carefully and in their entirety.

Conditions that Must be Satisfied or Waived for the Transaction to Occur (page 141)

Mutual Conditions to Completion

The respective obligations of each party to effect the transaction are subject to the satisfaction or waiver at or prior to the closing of the transaction of each the following conditions:

• obtaining the affirmative vote of the holders of a majority of the outstanding shares of KCS voting stock in favor of the adoption of the merger agreement (which we refer to as the “KCS stockholder approval”);

• obtaining the affirmative vote in favor of the CPRL common share issuance by a majority of the votes cast by the holders of outstanding CPRL common shares represented in person or by proxy and entitled to vote on such matter at the CPRL special meeting or any adjournment or postponement thereof (which we refer to as the “CPRL shareholder approval”);

• effectiveness of the Form F-4 (of which this proxy statement/prospectus forms a part) in accordance with the provisions of the U.S. Securities Act and no stop order suspending the effectiveness of the Form F-4 having been issued and remaining in effect and no proceeding to that effect having been commenced;

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• no injunction or similar order by any court or other governmental entity of competent jurisdiction having been entered and continuing to be in effect that prohibits or makes illegal the consummation of the transaction or the voting trust transaction;

• the authorizations required to be obtained from COFECE and the IFT with respect to the transactions contemplated by the merger agreement having been obtained; and

• the CPRL common shares to be issued in the first merger having been approved for listing on the NYSE, subject to official notice of issuance, and the TSX, subject to customary listing requirements.

Conditions to the Obligations of KCS

The obligation of KCS to effect the transaction is also subject to the satisfaction or waiver by KCS, at or prior to the closing of the transaction, of the following conditions:

• the representations and warranties of CPRL and each merger sub contained in the merger agreement being true and correct as of the date of the merger agreement and as of the date on which the closing occurs (which we refer to as the “closing date”) as though made as of the closing date (except to the extent expressly made as of an earlier date, in which case, as of such date), subject to the materiality standards provided in the merger agreement;

• CPRL and each merger sub having performed in all material respects the obligations and complied in all material respects with all covenants required by the merger agreement to be performed or complied with by them prior to the closing;

• since September 15, 2021, no event, change, occurrence, effect or development having occurred that has had, or is reasonably likely to have, a material adverse effect on CPRL;

• KCS’s receipt of a certificate of the chief executive officer or another senior officer of CPRL, certifying that the conditions set forth in the bullets directly above have been satisfied; and

• KCS’s receipt of an opinion of Wachtell, Lipton, Rosen & Katz, or, if Wachtell, Lipton, Rosen & Katz is unable to provide such opinion, another nationally recognized tax counsel dated as of the closing date, to the effect that the transaction will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the transaction will not result in gain recognition under Section 367(a)(1) of the Code by persons who are stockholders of KCS immediately prior to the effective time (with certain exceptions).

Conditions to the Obligations of CPRL and the Merger Subs

The obligations of CPRL and the merger subs to effect the transaction are also subject to the satisfaction or waiver by CPRL, at or prior to the closing of the transaction, of the following conditions:

• the representations and warranties of KCS contained in the merger agreement being true and correct as of the date of the merger agreement and as of the closing date as though made as of the closing date (except to the extent expressly made as of an earlier date, in which case, as of such date), subject to the materiality standards provided in the merger agreement;

• KCS having performed in all material respects the obligations and complied in all material respects with all covenants required by the merger agreement to be performed or complied with by it at or prior to the closing;

• since September 15, 2021, no event, change, occurrence, effect or development having occurred that has had, or is reasonably likely to have, a material adverse effect on KCS; and

• CPRL’s receipt of a certificate of the chief executive officer or another senior officer of KCS, certifying that the conditions set forth in the bullets directly above have been satisfied.

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No Solicitation (page 151)

The merger agreement generally restricts the ability of CPRL, KCS and their respective subsidiaries, directors and officers to: (i) solicit, initiate or knowingly encourage or knowingly facilitate any inquiry regarding, or the making or submission of any proposal, offer or indication of intent that constitutes, or would reasonably be expected to lead to, or result in, an alternative proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations with any person regarding an alternative proposal or any inquiry, proposal or offer that would reasonably be expected to lead to, or result in, an alternative proposal (except to notify such person that the provisions of the merger agreement prohibit any such discussions or negotiations), (iii) furnish any nonpublic information relating to such party or its subsidiaries in connection with or for the purpose of facilitating an alternative proposal or any inquiry, proposal, offer or indication of intent that would reasonably be expected to lead to, or result in, an alternative proposal, (iv) recommend or enter into any other letter of intent, memorandum of understanding, agreement in principle, option agreement, acquisition agreement, merger agreement, joint venture agreement, partnership agreement or other similar agreement with respect to an alternative proposal, or (v) approve, authorize or agree to do any of the actions outlined in clauses (i)-(iv) above or otherwise knowingly facilitate any effort or attempt to make an alternative proposal.

However, prior to the time, but not after, in the case of KCS, the KCS stockholder approval is obtained or, in the case of CPRL, the CPRL shareholder approval is obtained, if such party receives a superior proposal or the relevant party’s board of directors has determined in good faith after consultation with its outside legal and financial advisors that such proposal could reasonably be expected to lead to a superior proposal, such party may take various actions, including providing information in response to a request therefor (including non-public information) to the third party who made such alternative proposal (including its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives, which we collectively refer to as “representatives,” and prospective equity and debt financing sources) (subject to the terms and conditions of the merger agreement) and engaging or participating in discussions or negotiations with any such third party (including its representatives) regarding such alternative proposal.

CPRL and KCS are each required to promptly give notice to the other party if it or any of its representatives receives (i) any inquiries, proposals or offers with respect to an alternative proposal or (ii) any request for information that, to the knowledge of such party, has been or is reasonably likely to have been made in connection with any alternative proposal. CPRL or KCS, as applicable, will be required to thereafter keep the other party reasonably informed, on a reasonably current basis, of any material developments regarding any alternative proposal or any material change to the terms of any such alternative proposal and any material change to the status of any such discussions or negotiations with respect thereto.

For more detailed information, see the section entitled “The Merger Agreement—No Solicitation,” on page 151.

Financing (page 155)

CPRL has agreed to use its reasonable best efforts, and will cause each of its subsidiaries to use its reasonable best efforts to obtain funds sufficient, together with cash and other sources of funds immediately available to CPRL on the closing date, for the satisfaction of CPRL’s and its affiliates’ obligations under the merger agreement and the debt commitment letters delivered at signing of the merger agreement, including the commitment letter (the “debt commitment letters”), including payment of the cash consideration and preferred merger consideration and any fees and expenses of or payable by CPRL, the merger subs, or CPRL’s affiliates, and for any repayment or refinancing of any outstanding indebtedness of KCS and/or its subsidiaries contemplated by, or required in connection with the transaction (the “financing amounts”), including using reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the financing contemplated by the debt commitment letters. Other than the commitment letter in respect of the bridge facility, all debt commitment letters have been terminated.

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In the event any portion of the debt financing contemplated by the debt commitment letters becomes unavailable regardless of the reason therefor, (A) CPRL will promptly notify KCS in writing of such unavailability and the reason therefor and (B) CPRL will use its reasonable best efforts, and will cause each of its subsidiaries to use their reasonable best efforts, to obtain as promptly as practicable following the occurrence of such event, alternative debt financing for any such portion from alternative sources (the “alternative financing”) in an amount sufficient, when taken together with cash and the other sources of immediately available funds to CPRL at the closing to pay the financing amounts and that do not include any conditions to the consummation of such alternative financing that are more onerous than the conditions set forth in the debt commitment letters. To the extent requested in writing by KCS from time to time, CPRL will keep KCS informed on a reasonably current basis of the status of its efforts to arrange and consummate the debt financing. CPRL will promptly notify KCS in writing if there exists any actual or threatened material breach, default, repudiation, cancellation or termination by any party to the debt commitment letters or any definitive agreement and a copy of any written notice or other written communication from any financing party with respect to any actual material breach, default, repudiation, cancellation or termination by any party to the debt commitment letters or any definitive agreement or any provision thereof.

KCS has agreed to use its reasonable best efforts, and will cause each of its subsidiaries to use its reasonable best efforts, and each of them will use their reasonable best efforts to cause their respective representatives to use their reasonable best efforts, to provide customary cooperation, to the extent reasonably requested by CPRL in writing, in connection with the offering, arrangement, syndication, consummation, issuance or sale of any debt financing or alternative financing (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of KCS and its affiliates and is otherwise subject to certain specified limitations).

For more detailed information, see the section entitled “The Merger Agreement—Financing,” on page 155.

Termination or Abandonment of the Merger Agreement (page 164)

Subject to conditions and circumstances described in the merger agreement, the merger agreement may be terminated and abandoned at any time prior to the effective time whether before or after any approval by the KCS stockholders or CPRL shareholders of the matters presented in connection with the transaction:

• by mutual written consent of KCS and CPRL;

• by either KCS or CPRL, if:

• the effective time has not occurred on or before the end date; provided, that the party seeking to terminate the merger agreement has not breached in any material respect its obligations under the merger agreement in any manner that has been the primary cause of the failure to consummate the transaction on or before such date;

• any governmental entity of competent jurisdiction has issued or entered an injunction or similar order that prohibits or makes illegal the consummation of the transaction or the voting trust transaction, and such injunction or similar order has become final and non-appealable; provided, that the party seeking to terminate the merger agreement has not breached in any material respect its obligations under the merger agreement in a manner that has been the primary cause of such injunction or order;

• the KCS stockholder approval is not obtained at the KCS special meeting or at any adjournment or postponement thereof; or

• the CPRL shareholder approval is not obtained at the CPRL special meeting or at any adjournment or postponement thereof;

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• by KCS:

• if there has been a breach or failure to perform in any material respect by CPRL or the merger subs of any representation, warranty, covenant or agreement set forth in the merger agreement and such breach or failure would result in a failure of certain conditions to closing and such breach or failure is not curable by the end date, or if curable by the end date, has not been cured within 45 business days after the giving of notice thereof by KCS; however, the right to terminate the merger agreement due to such a breach or failure will not be available to KCS if KCS is in material breach of any representation, warranty, agreement or covenant contained in the merger agreement;

• prior to receipt of the KCS stockholder approval, in order to enter into a definitive agreement providing for a KCS superior proposal; or

• prior to receipt of the CPRL shareholder approval if the board of directors of CPRL (which we refer to as the “CPRL board”) has effected a change of recommendation; or

• by CPRL:

• if there has been a breach or failure to perform in any material respect by KCS of any representation, warranty, covenant or agreement set forth in the merger agreement and such breach or failure would result in a failure of certain conditions to closing and such breach or failure is not curable by the end date, or if curable by the end date, has not been cured within 45 business days after the giving of notice thereof by CPRL; however, the right to terminate the merger agreement due to such a breach or failure will not be available to CPRL if CPRL or any merger sub is in material breach of any representation, warranty, agreement or covenant contained in the merger agreement; or

• prior to receipt of the KCS stockholder approval, if the KCS board has effected a change of recommendation.

For a more detailed explanation of the termination provisions of the merger agreement, as well as a discussion of the effect of termination and potential termination payments, see the section entitled “The Merger Agreement—Termination or Abandonment of the Merger Agreement,” on page 164.

Your Rights as a CPRL Shareholder Will Be Different from Your Rights as a KCS Stockholder (page 195)

At the effective time, each eligible share of KCS common stock will be converted into the right to receive the merger consideration, consisting of (1) 2.884 CPRL common shares and (2) $90.00 in cash, without interest. As a result, holders of KCS common stock will have different rights once they become CPRL shareholders due to differences between the organizational documents of CPRL and KCS and differences between Delaware law, where KCS is incorporated, and the laws of Canada, where CPRL is incorporated. For a summary of the material differences between the rights of CPRL shareholders and the existing rights of holders of KCS common stock, see the section entitled “Comparison of Rights of CPRL Shareholders and KCS Stockholders,” on page 195.

Interests of KCS’s Directors and Executive Officers in the Transaction (page 102)

In considering the recommendation of the KCS board to adopt the merger agreement, KCS stockholders should be aware that KCS’s directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of KCS stockholders generally, including potential severance benefits, treatment of outstanding KCS equity awards in connection with the transaction, potential transaction bonuses, tax gross-ups with respect to taxes imposed under Section 4999 of the Code, and rights to ongoing indemnification and insurance coverage. The KCS board was aware of these interests and considered them, among other matters, in

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evaluating and negotiating the merger agreement, in reaching its decision to approve and declare advisable the merger agreement and the transactions contemplated by the merger agreement, and in recommending to KCS stockholders that the merger agreement be approved.

These interests are discussed in more detail in the section entitled “The KCS Merger Proposal—Interests of KCS’s Directors and Executive Officers in the Transaction,” on page 102. The KCS board was aware of the different or additional interests described herein and considered these interests along with other matters in approving and adopting the merger agreement.

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RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in and incorporated by reference into this proxy statement/prospectus, before making a decision on the KCS merger proposal, the KCS compensation proposal and the KCS adjournment proposal. As CPRL shareholders following the effective time, holders of KCS common stock will be subject to all risks inherent in the business of CPRL in addition to the risks relating to KCS. The market value of CPRL common shares will reflect the performance of the business relative to, among other things, that of the competitors of CPRL and KCS and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss.

In addition, KCS’s and CPRL’s respective businesses are subject to numerous risks and uncertainties, including the risks and uncertainties described, in the case of KCS, in its Annual Report on Form 10-K for the year ended December 31, 2020 and its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021, and in the case of CPRL, in its Annual Report on Form 10-K for the year ended December 31, 2020 and its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021, each of which is incorporated by reference into this proxy statement/prospectus. For more information, please see the section entitled “Where You Can Find Additional Information” on page 230.

Risks Relating to the Transaction

Because the exchange ratio is fixed and the market price of shares of CPRL common shares has fluctuated and will continue to fluctuate, KCS stockholders cannot be sure of the value of the merger consideration they will receive in the transaction prior to the closing of the transaction.

At the effective time, each share of KCS common stock that is outstanding immediately prior to the effective time (other than certain excluded shares as described in the merger agreement) will be converted into the right to receive 2.884 CPRL common shares and $90.00 in cash, without interest. Because the exchange ratio is fixed, the value of the share consideration will depend on the market price of CPRL common shares at the effective time. The market price of CPRL common shares has fluctuated since the date of the announcement of the transaction and is expected to continue to fluctuate from the date of this proxy statement/prospectus until the closing date, which could occur a considerable amount of time after the date hereof. Changes in the price of CPRL common shares may result from a variety of factors, including, among others, general market and economic conditions, changes in CPRL’s and KCS’s respective businesses, operations and prospects, risks inherent in their respective businesses, changes in market assessments of the likelihood that the proposed acquisition will be completed and/or the value that may be generated by the proposed acquisition and changes with respect to expectations regarding the timing of the proposed acquisition and regulatory considerations. Many of these factors are beyond KCS’s and CPRL’s control.

The CPRL common shares to be received by holders of KCS common stock at the effective time will have different rights from shares of KCS common stock.

At the effective time, holders of KCS common stock will no longer be stockholders of KCS but will instead become shareholders of CPRL. The rights of former holders of KCS common stock as stockholders will then be governed by Canadian law and by the terms of CPRL’s articles of incorporation and by-laws, which are in some respects materially different than the terms of KCS’s certificate of incorporation and by-laws, which currently govern the rights of KCS stockholders. See the section of this proxy statement/prospectus entitled “Comparison of Rights of CPRL Shareholders and KCS Stockholders,” on page 195 for a discussion of the different rights associated with CPRL common shares and KCS common stock.

The transaction is subject to various closing conditions, including regulatory and stockholder/shareholder approvals as well as other uncertainties, and there can be no assurances as to whether and when it may be completed.

Closing of the transaction is subject to the satisfaction or waiver of a number of conditions specified in the merger agreement, and it is possible that such conditions may prevent, delay or otherwise materially adversely

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affect the completion of the transaction. These conditions include, among other things: (1) receipt of the KCS stockholder approval; (2) receipt of the CPRL shareholder approval; (3) effectiveness of the Form F-4 (of which this proxy statement/prospectus forms a part) in accordance with the provisions of the U.S. Securities Act and no stop order suspending the effectiveness of the Form F-4 having been issued and remaining in effect and no proceeding to that effect having been commenced; (4) the absence of any injunction or similar order prohibiting or making illegal the consummation of the transaction or the voting trust transaction; (5) approval by COFECE and the IFT of the transactions contemplated by the merger agreement; (6) the CPRL common shares issuable in the first merger having been approved for listing on the NYSE, subject to official notice of issuance, and the TSX, subject to customary listing requirements; (7) the accuracy of each party’s representations and warranties, subject to certain materiality standards set forth in the merger agreement; (8) compliance by each party in all material respects with such party’s obligations under the merger agreement; and (9) with respect to CPRL, the absence of a Company Material Adverse Effect, and with respect to KCS, the absence of a Parent Material Adverse Effect (as such terms are defined in the merger agreement).

The governmental authorities from which authorizations are required have broad discretion in administering the governing laws and regulations, and may take into account various facts and circumstances in their consideration of the transactions contemplated by the merger agreement. These governmental authorities may initiate proceedings or otherwise seek to prevent the transaction. As a condition to authorization of the transactions contemplated by the merger agreement, these governmental authorities also may impose requirements, limitations or costs, require divestitures or place restrictions on the conduct of CPRL’s business after the combination of CPRL and KCS following receipt of STB final approval.

We cannot provide any assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, if all required consents and approvals are obtained and all closing conditions are satisfied (or waived, if applicable), we cannot provide any assurance as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the transaction. Many of the conditions to completion of the transaction are not within either KCS’s or CPRL’s control, and neither company can predict when or if these conditions will be satisfied (or waived, if applicable). Any delay in completing the transaction could cause KCS and/or CPRL not to realize some or all of the benefits that each expects to achieve if the transaction is successfully completed within the expected timeframe.

In order to complete the transaction, CPRL and KCS must obtain certain governmental approvals, and if such approvals are not granted or are granted with conditions that become applicable to the parties, completion of the transaction may be delayed, jeopardized or prevented and the anticipated benefits of the transaction could be reduced.

No assurance can be given that the required consents, orders and approvals will be obtained or that the required conditions to the completion of the transaction will be satisfied. Even if all such consents, orders and approvals are obtained and such conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents, orders and approvals. For example, these consents, orders and approvals may impose conditions on or require divestitures relating to the divisions, operations or assets of KCS and CPRL or may impose requirements, limitations or costs or place restrictions on the conduct of KCS’s or CPRL’s business, and if such consents, orders and approvals require an extended period of time to be obtained, such extended period of time could increase the chance that an adverse event occurs with respect to KCS or CPRL. Such extended period of time also may increase the chance that other adverse effects with respect to KCS or CPRL could occur, such as the loss of key personnel. Even if all necessary approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals. For more information, see the sections entitled “The KCS Merger Proposal—Regulatory Approvals Required for the Transaction” and “The Merger Agreement—Conditions that Must be Satisfied or Waived for the Transaction to Occur,” on pages 110 and 141, respectively.

The KCS special meeting may take place before all of the required regulatory approvals have been obtained and before all conditions to such approvals, if any, are known. Notwithstanding the foregoing, if the KCS merger

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proposal is approved by KCS stockholders, KCS may not be required to seek further approval of KCS stockholders.

After CPRL’s combination with KCS following receipt of STB approval, CPRL may fail to realize projected benefits and cost savings of the combination, which could adversely affect the value of CPRL common shares.

CPRL and KCS have operated and, until the receipt of STB final approval, will continue to operate (even while the voting trust is in effect), independently. The success of CPRL’s combination with KCS will depend, in part, on CPRL’s ability to realize the anticipated benefits and synergies from combining the businesses of KCS and CPRL following the (which we refer to as the “control date”), including operational and other synergies that we believe the combined company will achieve. The anticipated benefits and synergies of CPRL’s combination with KCS may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that we do not currently foresee. Some of the assumptions that we have made, such as the achievement of operating synergies, may not be realized. The integration process may, for KCS and CPRL, result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. There could be potential unknown liabilities and unforeseen expenses associated with the transaction that were not discovered in the course of performing due diligence. Coordinating certain aspects of the operations and personnel of CPRL with KCS after the combination of CPRL and KCS following receipt of STB final approval will involve complex operational, technological and personnel-related challenges, which may be made more difficult in light of the COVID-19 pandemic. Additionally, the integration will require significant time and focus from management following the combination which may disrupt the business of the combined company.

The announcement and pendency of the transaction could adversely affect each of KCS’s and CPRL’s business, results of operations and financial condition.

The announcement and pendency of the transaction could cause disruptions in and create uncertainty surrounding KCS’s and CPRL’s business, including affecting KCS’s and CPRL’s relationships with its existing and future customers, suppliers and employees, which could have an adverse effect on KCS’s or CPRL’s business, results of operations and financial condition, regardless of whether the transaction is completed. In particular, KCS and CPRL could potentially lose important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the transaction. KCS and CPRL could also potentially lose customers or suppliers, and new customer or supplier contracts could be delayed or decreased. The attention of KCS’s and CPRL’s respective management may be directed towards closing the transaction, including obtaining regulatory approvals and other transaction-related considerations and may be diverted from the day-to-day business operations of KCS and CPRL and matters related to the transaction may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to KCS and CPRL. Additionally, the merger agreement requires each party to obtain the other party’s consent prior to taking certain specified actions while the transaction is pending. These restrictions may prevent CPRL and KCS from pursuing otherwise attractive business opportunities prior to the closing of the transaction, and in some cases for KCS, completion of the combination. Any of these matters could adversely affect the businesses of, or harm the results of operations, financial condition or cash flows of CPRL and the market value of CPRL common shares.

If the transaction does not close, the prices of KCS common stock and CPRL common shares may fall to the extent that the current prices of KCS common stock and CPRL common shares reflect a market assumption that the transaction will close. In addition, the failure to close the transaction may result in negative publicity or a negative impression of KCS in the investment community and may affect KCS’s and CPRL’s relationship with employees, customers, suppliers and other partners in the business community.

KCS and CPRL will incur substantial transaction fees and costs in connection with the transaction.

KCS and CPRL have incurred and expect to incur additional material non-recurring expenses in connection with the transactions contemplated by the merger agreement, including costs relating to obtaining required approvals

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and, in the case of KCS, compensation payments to its executives triggered by the change in control of KCS as a result of the transaction. KCS and CPRL have incurred significant financial services, accounting, tax and legal fees in connection with the process of negotiating and evaluating the terms of the transaction. Additional significant unanticipated costs may be incurred in the course of coordinating and combining the businesses of KCS and CPRL following receipt of STB final approval. Even if the transaction does not close, KCS and CPRL will need to pay certain costs relating to the transaction incurred prior to the date the transaction was abandoned, such as financial advisory, accounting, tax, legal, filing and printing fees. Such costs may be significant and could have an adverse effect on the parties’ future results of operations, cash flows and financial condition. In addition to its own fees and expenses, if the merger agreement is terminated under specified circumstances, KCS will be required to pay to CPRL a $700.0 million termination payment and/or the $700.0 million CN termination amount refund. In addition to its own fees and expenses, if the merger agreement is terminated under specified circumstances, CPRL may be required to pay either $700.0 million or $1.0 billion to KCS, depending on the reason for the termination. For more information, see the section entitled “The Merger Agreement—Termination or Abandonment of the Merger Agreement,” on page 164.

Significant demands will be placed on CPRL and KCS as a result of the combination of the two companies.

As a result of the combination of CPRL and KCS following receipt of STB final approval, significant demands will be placed on the managerial, operational and financial personnel and systems of CPRL and KCS. CPRL and KCS cannot assure you that their respective systems, procedures and controls will be adequate to support the expansion of operations following and resulting from the combination of the two companies. The future operating results of the combined company will be affected by the ability of its officers and key employees to manage changing business conditions and to implement and expand its operational and financial controls and reporting systems in response to the transaction.

The unaudited pro forma condensed consolidated financial information of KCS and CPRL is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of the combined company following the combination of CPRL and KCS following receipt of STB final approval.

The unaudited pro forma condensed consolidated financial information included in this proxy statement/prospectus has been prepared using the consolidated historical financial statements of CPRL and KCS, is presented for illustrative purposes only and should not be considered to be an indication of the results of operations or financial condition of the combined company after the combination of CPRL and KCS following receipt of STB final approval. In addition, the unaudited pro forma condensed consolidated financial information included in this proxy statement/prospectus is based in part on certain assumptions regarding the transaction. These assumptions may not prove to be accurate, and other factors may affect the combined company’s results of operations or financial condition following the combination of CPRL and KCS following receipt of STB final approval. Accordingly, the historical information incorporated by reference in this proxy statement/prospectus and unaudited pro forma condensed consolidated financial information included in this proxy statement/prospectus does not necessarily represent the combined company’s results of operations and financial condition had KCS and CPRL operated as a combined entity during the periods presented, or of the combined company’s results of operations and financial condition after the combination of CPRL and KCS following receipt of STB final approval. The combined company’s potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by recently combined companies.

In preparing the unaudited pro forma condensed consolidated financial information contained in this proxy statement/prospectus, CPRL has given effect to, among other items, the combination of CPRL and KCS following receipt of STB final approval, the payment of the merger consideration and the preferred merger consideration and the indebtedness of CPRL on a consolidated basis after giving effect to the combination of CPRL and KCS following receipt of STB final approval, including the indebtedness of KCS. The unaudited pro forma condensed consolidated financial information may not reflect all of the costs that are expected to be incurred by KCS and CPRL in connection with the transaction. For more information, see the section entitled

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“Unaudited Pro Forma Condensed Consolidated Financial Information,” on page 171, including the notes thereto.

The substantial additional indebtedness that CP will incur in connection with the transaction could adversely affect CP’s (and after the combination of CPRL and KCS following receipt of STB final approval, the combined company’s) financial position, including by decreasing its business flexibility, ability to satisfy its debt obligations and credit ratings.

After the combination of CPRL and KCS following receipt of STB final approval, the combined company will have substantially increased borrowings compared to CP’s historical level of borrowings. CP’s consolidated borrowings were approximately C$10.0 billion (U.S.$7.8 billion converted at the Bank of Canada exchange rate on September 30, 2021) as at September 30, 2021. The combined company’s pro forma borrowings as at September 30, 2021, if the acquisition of KCS had been completed on that same date, would have been approximately U.S.$20.1 billion, of which U.S.$9.0 billion would have been at variable rates of interest when assuming borrowings for the transaction are made under the bridge facility.

CP expects to incur approximately U.S.$12.3 billion of additional debt in connection with the transaction relative to debt balances outstanding as at September 30, 2021, as a result of obtaining financing to complete the transaction and refinancing of debt assumed in the transaction as required. Also, in connection with the transaction, the existing indebtedness of KCS is expected to remain outstanding to the extent the transaction closes into the voting trust. This increased level of borrowings could have the effect, among other things, of reducing CP’s liquidity and the combined company’s flexibility to respond to changing business and economic conditions. Also, the combined company’s ability to make payments of principal and interest on its indebtedness will depend upon its future performance, which will be subject to general economic, financial and business conditions, sufficient cash flow from KCS during the period in which it is in the voting trust, the implementation of the integration with KCS and other factors affecting its operations, many of which will be beyond the combined company’s control.

Accordingly, the amount of cash required to service the combined company’s increased borrowing levels and increased aggregate dividends after the combination of CPRL and KCS following receipt of STB final approval, and thus the demands on the combined company’s cash resources, will be greater than the amount of cash flows required to service CP’s borrowings and pay dividends prior to the combination. If CP completes the acquisition of KCS and obtains control of KCS but CP does not achieve the expected benefits and cost savings from the acquisition, or if the financial performance of the combined company does not meet current expectations, then CP’s ability to service CP’s indebtedness may be adversely impacted. The increased levels of borrowings and dividends after the combination of CPRL and KCS following receipt of STB final approval could also reduce funds available for the combined company’s investments in research and development and capital expenditures and other activities and may create competitive disadvantages for the combined company relative to other companies with lower debt levels.

The agreements that will govern CP’s indebtedness that would be incurred in connection with the acquisition of KCS may contain various affirmative and negative covenants that may, subject to certain customary exceptions, restrict the combined company’s ability to, among other things, create liens over its property, change its line of business and/or merge or consolidate with any other person or sell or convey certain of its assets to another person. In addition, some of the agreements that will govern the combined company’s new debt financings may contain financial covenants that will require it to maintain certain financial ratios. Various risks, uncertainties and events beyond the combined company’s control could affect its ability to comply with these covenants and failure to comply with them could result in an event of default, which, if not cured or waived, could accelerate repayment obligations. Under these circumstances, the combined company may not have sufficient funds or other resources to satisfy all of its obligations.

CP’s credit ratings impact the cost and availability of future borrowings and, accordingly, CP’s cost of capital. CP’s credit ratings reflect each credit rating organization’s opinion of CP’s financial and business strength,

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operating performance and ability to meet CP’s debt obligations. If any of CP’s credit ratings are reduced, CP may not be able to sell additional debt securities, borrow money, refinance the transaction facilities if drawn or establish alternatives to the transaction facilities in the amounts, at the times or interest rates or upon the more favorable terms and conditions that might be available if CP’s current credit ratings are maintained.

In addition, future borrowings under circumstances in which the combined company’s debt is rated below investment grade may contain further restrictions that impose significant restrictions on the way the combined company operates after the combination of CPRL and KCS following receipt of STB final approval.

CPRL or KCS may waive one or more of the closing conditions without re-soliciting shareholder approval or stockholder approval, respectively.

Certain conditions to CPRL’s and KCS’s obligations, respectively, to close the transaction may be waived, in whole or in part, to the extent legally permissible, either unilaterally or by agreement of CPRL and KCS. In the event that any such waiver does not require re-solicitation of CPRL’s shareholders or an amendment of this proxy statement/prospectus or any re-solicitation of proxies or voting cards, as applicable, the parties will have the discretion to close the transaction without seeking further approval of CPRL shareholders or KCS stockholders, as applicable.

The opinions of KCS’s financial advisors rendered to the KCS board do not reflect changes in circumstances between the signing of the merger agreement and the closing of the transaction.

The KCS board has received opinions from Morgan Stanley and BofA Securities, KCS’s financial advisors, dated September 15, 2021, to the effect that, as of the date of the opinions and based on and subject to assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by each financial advisor as described in the written opinions, the merger consideration to be received pursuant to the merger agreement by holders of KCS common stock (other than excluded shares) was fair, from a financial point of view, to such holders, but has not obtained updated opinions as of the date of this proxy statement/prospectus. Changes in the operations and prospects of CPRL or KCS, general market and economic conditions and other factors that may be beyond the control of CPRL or KCS, and on which the forecasts and assumptions used by KCS’s financial advisors in connection with rendering their respective opinions may have been based, may significantly alter the value of CPRL or KCS or the prices of the CPRL common shares or of the shares of KCS common stock by the time the transaction is completed. Each opinion did not speak as of the time the transaction will be completed or as of any date other than the date of such opinion and the KCS board does not anticipate asking its financial advisors to update their respective opinions. The KCS board’s recommendation that KCS stockholders vote “FOR” approval of the KCS merger proposal, “FOR” the non-binding compensation advisory proposal and “FOR” the KCS adjournment proposal, however, is made as of the date of this proxy statement/prospectus.

For a description of the opinions that the KCS board received from its financial advisors, see the sections entitled “The KCS Merger Proposal—Opinion of BofA Securities” and “The KCS Merger Proposal—Opinion of Morgan Stanley” on pages 85 and 72, respectively. Copies of the opinions of Morgan Stanley and BofA Securities are attached as Annexes B and C to this proxy statement/prospectus and are incorporated by reference herein in its entirety.

While the transaction is pending and during the pendency of the voting trust, KCS is subject to business uncertainties and contractual restrictions that could materially adversely affect KCS’s operating results, financial position and/or cash flows or result in a loss of employees, suppliers, vendors or customers.

The merger agreement generally requires KCS to use commercially reasonable efforts to conduct its business in all material respects in the ordinary course prior to the earlier of the termination of the merger agreement and the control date. In addition, the merger agreement includes a variety of specified restrictions on the conduct of

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KCS’s business, which, in the event the merger agreement is not earlier terminated, expire either on the closing date or the control date. Among other things and subject to the other terms of the merger agreement and certain other exceptions and limitations, KCS may not, outside of the ordinary course of business, incur additional indebtedness, issue additional shares of KCS’s common stock outside of its equity incentive plans, repurchase common stock, pay dividends, acquire assets, securities or property, dispose of businesses or assets, enter into certain material contracts or make certain additional capital expenditures. KCS may find that these and other contractual restrictions in the merger agreement delay or prevent KCS from making certain changes, or limit its ability to make certain changes, during such period, even if KCS’s management believes that making certain changes may be advisable. The pendency of the transaction may also divert management’s attention and KCS’s resources from ongoing business and operations.

During the period in which KCS is in the voting trust, its existing revolving credit agreement will remain in place, which includes certain limitations on dividends and distributions to its shareholders, including CPRL at such time. Such limitations may restrict the combined company from receiving the full benefit of the cash generated by KCS during such period.

KCS’s employees, suppliers, vendors or customers may experience uncertainties about the effects of the transaction. It is possible that some employees, suppliers, vendors or customers and other parties with whom KCS has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationship with KCS as a result of the proposed acquisition. Similarly, current and prospective employees may experience uncertainty about their future roles with KCS following completion of the transaction, which may materially and adversely affect KCS’s ability to attract and retain key employees. If any of these effects were to occur, it could materially and adversely impact KCS’s operating results, financial position, cash flows and/or stock price.

CP expects to refinance its credit facility entered into for the purpose of the transaction but cannot guarantee that it will be able to obtain new financing on terms acceptable to it or at all.

CP anticipates that the funds needed to consummate the transaction will be derived from a combination of some or all of: (i) cash on hand; (ii) borrowings under the credit facility which will be entered into for the purpose of the transaction, its existing credit facilities and/or new credit facilities; and (iii) the proceeds from the sale of new debt securities and the issuance of any commercial paper. While CP intends to refinance the credit facility for which it has obtained commitments for the purpose of the transaction, CP’s ability to obtain any new debt financing will depend on, among other factors, prevailing market conditions and other factors beyond CP’s control. CP cannot assure you that it will be able to obtain new debt financing on terms acceptable to it or at all on or before the maturity date of its credit facilities, and therefore any such failure to refinance could materially adversely affect its operations and financial condition.

In particular, CP has entered into the commitment letter to backstop permanent debt financings to fund a portion of the cash consideration and preferred merger consideration and transaction expenses. However, CP has not entered into definitive agreements for such debt financing, and the obligation of the lenders to provide the debt financing under the commitment letter is subject to a number of customary conditions. There can be no assurance that CP will be able to obtain the debt financing under the commitment letter. In the event that the debt financing contemplated above is not available, other financing may not be available on acceptable terms, in a timely manner or at all. If CP is unable to obtain debt financing, the transaction may be delayed or not be completed. CPRL’s obligation to complete the transaction is not conditioned upon the receipt of any financing.

CPRL’s combination with KCS is subject to final approval by the STB, and there can be no assurance as to whether and when it may be approved or if such approval will be granted with conditions applicable to the parties; accordingly, CPRL’s combination with KCS may be delayed, jeopardized or prevented entirely and the anticipated benefits of the combination could be reduced.

Although the STB has approved the proposed voting trust agreement, there can be no assurance that third parties will not ask the STB to reconsider that approval. The STB also has the authority to impose conditions on its

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approval of a control transaction to alleviate competitive or other concerns, and, if such conditions are imposed, the anticipated benefits of the combination of CPRL and KCS might be reduced. There is no assurance that STB final approval will be obtained or obtained on terms acceptable to CPRL.

In addition, under existing law, railroad competitors of CPRL and KCS and other interested parties may intervene to oppose the STB application or seek protective conditions in the event approval by the STB is granted, which might delay the approval process or reduce the anticipated benefits of the combination of CPRL and KCS. Furthermore, if the STB does not provide STB final approval or imposes conditions on its approval in a final order, and CPRL and KCS decide to appeal such final order from the STB, any such appeal might not be resolved for a substantial period of time after the entry of such order by the STB.

If either (i) STB final approval has not been obtained by December 31, 2023 or (ii) the STB has, by a final and non-appealable order, refused to provide STB final approval (which we refer to collectively as an “STB denial”), CPRL would be required to dispose of its initial investment in KCS. Similarly, if the STB imposes onerous conditions on STB final approval, CPRL may choose to dispose of its initial investment in KCS rather than agreeing to the conditions imposed by the STB. In either case, CPRL would be obligated under the voting trust agreement to directly or indirectly divest of the trust stock in a manner that is acceptable to the STB. CPRL and KCS expect that, in case of a divestiture, the market and divestiture alternatives for the trust stock might be limited, and such a disposition could cause CPRL to incur significant losses and expenses in connection with the transaction, which could have a significant adverse impact on the business and financial condition of CPRL.

Failure by KCS to successfully execute its business strategy and objectives may materially adversely affect the future results of the combined company and, consequently, the market value of CPRL common shares.

The success of the combination of CPRL and KCS will depend, in part, on the ability of KCS to successfully execute its business strategy, including making deliveries in a safe and reliable manner, minimizing service interruptions and investing in its infrastructure to maintain its rail system and serve its customer base. These objectives are capital intensive. Furthermore, KCS’s business strategy, operations and plans for growth and expansion rely significantly on agreements with other railroads and third parties, including joint ventures and other strategic alliances, as well as interchange, trackage rights, haulage rights and marketing agreements with other railroads and third parties that enable KCS to exchange traffic and utilize trackage that it does not own. KCS’s ability to provide comprehensive rail service to its customers depends in large part upon its ability to maintain these agreements with other railroads and third parties, and upon the performance of the obligations under the agreements by the other railroads and third parties. The termination of, or the failure to renew, these agreements could have a material adverse effect on KCS’s consolidated financial statements and interfere with its business strategy, operations and plans for growth. If KCS is not able to achieve its business strategy, is not able to achieve its business strategy on a timely basis, or otherwise fails to perform in accordance with CPRL’s expectations, the anticipated benefits of the combination of CPRL and KCS may not be realized fully or at all, and the combination may materially adversely affect the results of operations, financial condition and prospects of the combined company and, consequently, the market value of CPRL common shares.

Failure to complete the transactions contemplated by the merger agreement could negatively impact the price of KCS voting stock, and future business and financial results.

If the transactions contemplated by the merger agreement are not completed for any reason, including as a result of the failure to obtain the KCS stockholder approval or the CPRL shareholder approval, KCS’s ongoing business may be materially and adversely affected and KCS would be subject to a number of risks, including the following:

• KCS may experience negative reactions from the financial markets, including negative impacts on trading prices of KCS common stock, and from KCS’s employees, suppliers, vendors, regulators or customers;

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• KCS will be required to pay CPRL a termination payment of $700.0 million, in consideration for the disposition by CPRL of its contractual rights under the merger agreement, if the merger agreement is terminated in certain circumstances, including because the KCS board has changed its recommendation in favor of the transaction or in certain circumstances where, after the date of the merger agreement, KCS enters into an agreement providing for an alternative proposal (for these purposes, substituting in the definition of alternative proposal “50%” for “25%” and for “75%” in each place each such phrase appears, and such proposal, a “qualifying transaction”) in respect of KCS that is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two business days prior to, the KCS special meeting following termination of the merger agreement;

• KCS will be required to pay to CPRL the $700.0 million CN termination amount refund if the merger agreement is terminated in certain circumstances, including (i) by KCS prior to receipt of the KCS stockholder approval, in order to enter into a definitive agreement providing for a superior proposal in respect of KCS; (ii) by CPRL on the basis of a breach by KCS of its representations, warranties, covenants or other agreements contained in the merger agreement; or (iii) by CPRL because the KCS board has effected a change of recommendation;

• the merger agreement places certain restrictions on the conduct of KCS’s business, and such restrictions, the waiver of which is subject to the consent of CPRL, may prevent KCS from making certain material acquisitions, entering into or amending certain contracts, taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the transaction or, with respect to certain actions, prior to the control date, that KCS would have made, taken or pursued if these restrictions were not in place; and

• matters relating to the transaction (including integration planning) will require substantial commitments of time and resources by KCS’s management and the expenditure of significant funds in the form of fees and expenses, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to KCS as an independent company.

In addition, KCS could be subject to litigation related to any failure to complete the acquisition or related to any proceeding to specifically enforce KCS’s performance obligations under the merger agreement.

If any of these risks materialize, they may materially and adversely affect KCS’s business, financial condition, financial results and stock prices.

Directors and executive officers of KCS have interests in the transaction that may differ from the interests of KCS stockholders generally, including, if the transaction is completed, the receipt of financial and other benefits.

In considering the recommendations of the KCS board, KCS stockholders should be aware that KCS’s directors and executive officers have interests in the transaction that are different from, or in addition to, the interests of KCS stockholders generally. These interests may include, among others, the treatment of outstanding KCS equity awards under the merger agreement, the potential payment of severance benefits and acceleration of outstanding KCS equity awards upon certain terminations of employment, retention awards and rights to ongoing indemnification and insurance coverage. These interests are described in more detail in the section entitled “The KCS Merger Proposal—Interests of KCS’s Directors and Executive Officers in the Transaction,” on page 102.

Except in specified circumstances, if the effective time has not occurred by the end date, either KCS or CPRL may choose not to proceed with the transaction.

Either KCS or CPRL may terminate the merger agreement if the effective time has not occurred by February 21, 2022 (i.e., the end date); provided, that to the extent the condition to obtain the authorizations required to be obtained from COFECE and the IFT with respect to the transactions contemplated by the merger agreement has

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not been satisfied or waived on or prior to February 21, 2022, but all other conditions to closing have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the closing), the end date will be automatically extended to May 21, 2022. However, this right to terminate the merger agreement will not be available to KCS or CPRL if such party has breached in any material respect its obligations under the merger agreement in any manner that has been the primary cause of the failure to consummate the transaction on or before the end date. For more information, see the section entitled “The Merger Agreement—Termination or Abandonment of the Merger Agreement,” on page 164.

There may be less publicly available information concerning CPRL than there is for issuers that are not foreign private issuers because, as a foreign private issuer, CPRL is exempt from a number of rules under the U.S. Exchange Act and is permitted to file less information with the SEC than issuers that are not foreign private issuers and CPRL, as a foreign private issuer, is permitted to follow home country practice in lieu of the listing requirements of NYSE, subject to certain exceptions.

For so long as CPRL remains a foreign private issuer under the U.S. Exchange Act, CPRL is exempt from certain rules under the U.S. Exchange Act. Although CPRL has chosen to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC, CPRL is currently not required to do so. CPRL is also not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the U.S. Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. In addition, CPRL is exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the U.S. Exchange Act. The members of the CPRL board, officers and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the U.S. Exchange Act. Accordingly, there may be less publicly available information concerning CPRL than there is for companies whose securities are registered under the U.S. Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies. In addition, certain information may be provided by CPRL in accordance with Canadian law, which may differ in substance or timing from such disclosure requirements under the U.S. Exchange Act. For example, disclosure with respect to CPRL annual meetings of shareholders will be governed by Canadian law. Further, as a foreign private issuer, under NYSE rules CPRL is subject to less stringent corporate governance requirements, although CPRL’s current corporate governance practices are consistent with all applicable Canadian and U.S. regulatory guidelines and standards. Subject to certain exceptions, the rules of NYSE permit a foreign private issuer to follow its home country practice in lieu of the listing requirements of NYSE, including, for example, certain internal controls as well as board, committee and director independence requirements. CPRL is required to disclose any significant ways in which its corporate governance practices differ from those followed by U.S. domestic companies under NYSE listing standards in its annual report filed with the SEC or on its website. Accordingly, CPRL shareholders may not have the same protections afforded to shareholders of companies that are required to comply with all of the NYSE corporate governance requirements.

CPRL is organized under the laws of Canada and a substantial portion of its assets are, and many of its directors and officers reside, outside of the U.S. As a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the U.S. against CPRL, its officers, or members of the CPRL board.

CPRL is organized under the laws of Canada. A substantial portion of CPRL’s assets are located outside the U.S., and many of CPRL’s directors and officers and some of the experts named in this proxy statement/prospectus are residents of jurisdictions outside of the U.S. and the assets of such persons may be located outside of the U.S. As a result, it may be difficult for investors to effect service within the U.S. upon CPRL and those directors, officers and experts, or to enforce judgments obtained in U.S. courts against CPRL or such persons either inside or outside of the U.S., or to enforce in U.S. courts judgments obtained against CPRL or such persons in courts in jurisdictions outside the U.S., in any action predicated upon the civil liability provisions of the federal securities laws of the U.S.

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There is no certainty that civil liabilities predicated solely upon the federal securities laws of the U.S. can be enforced in Canada, whether by original action or by seeking to enforce a judgment of U.S. courts. In addition, punitive damages awards in actions brought in the U.S. or elsewhere may be unenforceable in Canada.

Resales of CPRL common shares following the transaction may cause the market value of CPRL common shares to decline.

Based on the number of shares of KCS common stock, KCS restricted share awards and KCS director deferred stock outstanding as of October 29, 2021, CPRL expects to issue (at the direction of surviving merger sub and on behalf of surviving merger sub) up to approximately 262,637,917 CPRL common shares at the effective time in connection with the transaction. The issuance of these new CPRL common shares could have the effect of depressing the market value for CPRL common shares. The increase in the number of CPRL common shares may lead to sales of such CPRL common shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market value of, CPRL common shares.

The market value of CPRL common shares may decline as a result of the combination of CPRL and KCS following receipt of STB final approval.

The market value of CPRL common shares may decline as a result of the combination of CPRL and KCS following receipt of STB final approval if, among other things, the combined company is unable to achieve the expected growth in revenues and earnings, or if the operational cost savings estimates in connection with the integration of KCS’s and CPRL’s businesses are not realized or if the transaction costs related to the transaction are greater than expected. The market value of CPRL common shares also may decline if the combined company does not achieve the perceived benefits of the combination as rapidly or to the extent anticipated by the market or if the effect of the combination on the combined company’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts. In addition, some KCS common stockholders may decide not to continue to hold the CPRL common shares they receive as a result of the transaction, and any such sales of CPRL common shares could have the effect of depressing their market price. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, CPRL common shares, regardless of CPRL’s actual operating performance after the combination of CPRL and KCS following receipt of STB final approval.

Current CPRL shareholders and KCS common stockholders will have a reduced ownership and voting interest after the transaction and will exercise less influence over the management of the combined company.

Based on the number of shares of KCS common stock, KCS restricted share awards and KCS director deferred stock outstanding as of October 29, 2021, at the effective time, CPRL expects to issue (at the direction of surviving merger sub and on behalf of surviving merger sub) up to approximately 262,637,917 CPRL common shares at the effective time in connection with the transaction. As a result, it is expected that, immediately after the effective time, former KCS common stockholders would own approximately 28% of the outstanding CPRL common shares. See the section of this proxy statement/prospectus entitled “The Merger Agreement—Treatment of KCS Equity Awards,” on page 141 for a more detailed explanation. Consequently, current CPRL shareholders in the aggregate will have less influence over the management and policies of the combined company than they currently have over the management and policies of CPRL, and KCS common stockholders in the aggregate will have significantly less influence over the management and policies of the combined company than they currently have over the management and policies of KCS.

KCS and CPRL may be targets of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the transaction from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining

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an injunction prohibiting consummation of the transaction, then that injunction may delay or prevent the transaction from being completed.

The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business and operations.

The combined company may be exposed to increased litigation from stockholders, customers, suppliers, consumers and other third parties due to the combination of CPRL’s business and KCS’s business following receipt of STB final approval. Such litigation may have an adverse impact on the combined company’s business and results of operations or may cause disruptions to the combined company’s operations.

If the transaction is not treated as a “reorganization” for U.S. federal income tax purposes, or if the requirements of Section 367(a) of the Code are not met, holders of KCS common stock may be required to recognize a greater amount of gain for U.S. federal income tax purposes upon their exchange shares of KCS common stock for the merger consideration.

Although KCS’s obligation to complete the transaction is conditioned on its receipt of an opinion from external counsel, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the transaction will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and that Section 367(a)(1) of the Code will not generally apply to cause the transaction to result in gain recognition to holders of KCS common stock (other than excepted shareholders), neither CPRL nor KCS has applied for, or expects to obtain, a ruling from the U.S. Internal Revenue Service (the “IRS”) with respect to the U.S. federal income tax consequences of the transaction. Accordingly, no assurance can be given that the IRS will agree with the conclusions reached in such opinion or that it will not challenge the intended U.S. federal income tax consequences of the transaction. If the transaction were to fail to qualify as a reorganization for U.S. federal income tax purposes, U.S. holders (as defined below in the section entitled “The KCS Merger Proposal—Certain U.S. Federal Income Tax Consequences,” on page 120) of KCS common stock would recognize gain or loss on their exchange of KCS common stock for the merger consideration. If the transaction qualified as a reorganization but were to fail to satisfy the requirements of Section 367(a)(1) of the Code, U.S. holders of KCS common stock would be required to recognize the full amount of any gain, but not loss, on their exchange of KCS common stock for the merger consideration.

For a more detailed discussion of the material U.S. federal income tax consequences of the transaction to U.S. holders, see the section entitled “The KCS Merger Proposal—Certain U.S. Federal Income Tax Consequences,” on page 120.

The IRS may not agree that CPRL should be treated as a foreign corporation for U.S. federal income tax purposes.

Under current U.S. federal income tax law, a corporation generally will be considered to be a U.S. corporation for U.S. federal income tax purposes only if it is created or organized in the U.S. or under the law of the U.S. or of any State. Accordingly, under generally applicable U.S. federal income tax rules, CPRL, which is organized under the laws of Canada, would generally be classified as a foreign corporation. Section 7874 of the Code and the Treasury Regulations promulgated thereunder, however, contain specific rules that may cause a foreign corporation to be treated as a U.S. corporation for U.S. federal income tax purposes (or to be subject to certain other adverse tax consequences). CPRL believes that it should not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code immediately following the transaction. There can be no assurance, however, that the IRS will not take a contrary position or that the relevant U.S. federal income tax law will not be changed (possibly with retroactive effect) in a manner that would result in a contrary conclusion. If it were determined that CPRL is treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code and the Treasury Regulations promulgated thereunder, CPRL could be subject to substantial U.S. tax liability and its non-U.S. shareholders could be subject to U.S. withholding tax on any dividends.

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CPRL and KCS may have difficulty attracting, motivating and retaining executives and other key employees in light of the combination of CPRL and KCS.

Uncertainty about the effect of the transaction on CPRL and KCS employees may have an adverse effect on each of CPRL and KCS separately and consequently the combined company. This uncertainty may impair CPRL’s and/or KCS’s ability to attract, retain and motivate key personnel. Employee retention may be particularly challenging during the pendency of the transaction, as employees of CPRL and KCS may experience uncertainty about their future roles in the combined company.

Additionally, KCS’s officers and employees may hold shares of KCS voting stock, and, if the transaction closes, these officers and employees may be entitled to the merger consideration or preferred merger consideration, as applicable, in respect of such shares of KCS voting stock. Under agreements between KCS and certain of its key employees, such employees could potentially resign from employment on or after the effective time following specified circumstances constituting good reason or constructive termination (as set forth in the applicable agreement) that could result in severance payments to such employees and accelerated vesting of their equity awards. These payments and accelerated vesting benefits, individually or in the aggregate, could make retention of KCS key employees more difficult.

Furthermore, if key employees of CPRL or KCS depart or are at risk of departing, including because of issues relating to the uncertainty and difficulty of integration, financial security or a desire not to become employees of the combined company, CPRL may have to incur significant costs in retaining such individuals or in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent, and the combined company’s ability to realize the anticipated benefits of the transaction may be materially and adversely affected. No assurance can be given that the combined company will be able to attract or retain key employees to the same extent that CP and KCS have been able to attract or retain employees in the past.

Following the control date, it is expected that the board of directors of the combined company and the Management Resources and Compensation Committee of the combined company (or such other committee(s) with responsibility for compensation matters) will meet to determine and oversee the compensation of the independent Board Chair and the President and Chief Executive Officer of the combined company and the director and executive compensation structure and policies of the combined company. These are anticipated to generally be consistent with the existing executive compensation structure and policies of CPRL and may include long-term performance based equity awards such as PSUs and/or stock options tied to the expected synergies of the combined company. To assess and determine the executive and director compensation structure and policies of the combined company, the board of directors of the combined company and the combined company’s Management Resources and Compensation Committee may retain and use reports prepared by independent compensation advisors or consultants.

The merger agreement contains provisions that make it more difficult for CPRL and KCS to pursue alternatives to the transaction and may discourage other companies from trying to acquire KCS for greater consideration than what CPRL has agreed to pay.

The merger agreement contains provisions that make it more difficult for KCS to sell its business to a party other than CPRL, or for CPRL to sell its business. These provisions include a general prohibition on each party soliciting any alternative proposal. Further, there are only limited circumstances in which KCS may terminate the merger agreement to accept an alternative proposal and limited exceptions to each party’s agreement that its board of directors will not withdraw or modify in a manner adverse to the other party the recommendation of its board of directors in favor of the adoption of the merger agreement. In the event that the KCS board makes an adverse recommendation change, then KCS may be required to pay to CPRL a termination payment of $700.0 million and the CN termination amount refund of $700.0 million. In the event that the CPRL board makes an adverse recommendation change, then CPRL may be required to pay to KCS a termination payment of $700.0 million. See “The Merger Agreement—No Solicitation” and “The Merger Agreement—Termination or Abandonment of the Merger Agreement,” on pages 151 and 164, respectively, of this proxy statement/prospectus.

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The parties believe these provisions are reasonable and not preclusive of other offers, but these restrictions might discourage a third party that has an interest in acquiring all or a significant part of either KCS or CPRL from considering or proposing an alternative proposal.

If an alternative proposal to acquire KCS is made, consummation of the transaction may be delayed.

If an alternative proposal to acquire KCS is made, the attention of KCS’s and CPRL’s respective management may be diverted away from the transaction, which may delay or impede consummation of the transaction. Matters related to such alternative proposal, including any potential related litigation, may require commitments of time and resources of both parties and their respective representatives, which could otherwise have been devoted to the transaction.

The financial forecasts are based on various assumptions that may not be realized.

The financial estimates set forth in the forecasts included under the sections entitled “The KCS Merger Proposal—KCS Unaudited Prospective Financial Information” on page 97 were based on assumptions of, and information available to, the management team of KCS when prepared and these estimates and assumptions are subject to uncertainties, many of which are beyond the control of KCS and may not be realized. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining the combined company’s future results. As a result of these contingencies, actual future results may vary materially from the estimates. In view of these uncertainties, the inclusion of financial estimates in this proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

The financial estimates set forth in the forecasts included under the sections entitled “The KCS Merger Proposal—KCS Unaudited Prospective Financial Information” on page 97 were based on assumptions that were not prepared with a view toward public disclosure, and such financial estimates were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and KCS and CPRL do not undertake any obligation, other than as required by applicable law, to update the financial estimates in this proxy statement/prospectus to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances. The prospective financial information included in this proxy statement/prospectus has been prepared by, and is the responsibility of, KCS’s management. This prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. See “The KCS Merger Proposal—KCS Unaudited Prospective Financial Information” on page 97 for more information. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this document relates to KCS’s previously issued financial statements. It does not extend to the prospective financial information and should not be read to do so.

Exchange rate fluctuations may adversely affect the foreign currency value of CPRL common shares and any dividends.

CPRL common shares are quoted in Canadian dollars on the TSX and U.S. dollars on the NYSE. Dividends in respect of CPRL common shares, if any, are anticipated to be declared in Canadian dollars, consistent with CPRL’s current dividend practice. CPRL’s financial statements are prepared in Canadian dollars. Fluctuations in the exchange rate between the U.S. dollar and Canadian dollar will affect, among other matters, the U.S. dollar value of CPRL common shares and of any dividends in respect of such shares.

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Risks Related to KCS’s Business

You should read and consider the risk factors specific to KCS’s business that will also affect the combined company following receipt of STB final approval. These risks are described in KCS’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021, which are incorporated by reference into this proxy statement/prospectus, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information,” on page 230 for the location of information incorporated by reference into this proxy statement/prospectus.

Risks Related to CPRL’s Business

You should read and consider the risk factors specific to CPRL’s business that will also affect the combined company following receipt of STB final approval. These risks are described in CPRL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021, which are incorporated by reference into this proxy statement/prospectus, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information,” on page 230 for the location of information incorporated by reference into this proxy statement/prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

From time to time, CPRL and KCS make written or oral forward-looking statements within the meaning of certain securities laws, including the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. This proxy statement/prospectus, including information incorporated by reference into this proxy statement/prospectus, may contain certain forward-looking statements and forward-looking information (which we refer to as “FLI”) to provide CPRL and KCS shareholders and potential investors with information about CPRL, KCS and their respective subsidiaries and affiliates, including each company’s management’s respective assessment of CPRL, KCS and their respective subsidiaries’ future plans and operations, which FLI may not be appropriate for other purposes. FLI is typically identified by words such as “anticipate,” “expect,” “project,” “estimate,” “forecast,” “plan,” “intend,” “target,” “believe,” “likely” and similar words suggesting future outcomes or statements regarding an outlook. All statements other than statements of historical fact may be FLI.

Although we believe that the FLI is reasonable based on the information available today and processes used to prepare it, such statements are not guarantees of future performance and you are cautioned against placing undue reliance on FLI. By its nature, FLI involves a variety of assumptions, which are based upon factors that may be difficult to predict and that may involve known and unknown risks and uncertainties and other factors which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by these FLI, including, but not limited to, the following: the timing and completion of the transaction, including receipt of regulatory and shareholder approvals and the satisfaction of other conditions precedent; interloper risk; the realization of anticipated benefits and synergies of the transaction and the timing thereof; the success of integration plans; the focus of management time and attention on the transaction and other disruptions arising from the transaction; changes in business strategy and strategic opportunities; estimated future dividends; financial strength and flexibility; debt and equity market conditions, including the ability to access capital markets on favorable terms or at all; cost of debt and equity capital; potential changes in the CPRL share price which may negatively impact the value of consideration offered to KCS shareholders; the ability of management of CPRL, its subsidiaries and affiliates to execute key priorities, including those in connection with the transaction; 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; industry capacity; shifts in market demand; changes in commodity prices and commodity demand; uncertainty surrounding timing and volumes of commodities being shipped; inflation; geopolitical instability; changes in laws, regulations and government policies, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; changes in fuel prices; disruption in fuel supplies; uncertainties of investigations, proceedings or other types of claims and litigation; compliance with environmental regulations; labor disputes; changes in labor costs and labor 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 or other changes to international trade arrangements; the effects of current and future multinational trade agreements on the level of trade among Canada, the U.S. and Mexico; climate change and the market and regulatory responses to climate change; ability to achieve commitments and aspirations relating to reducing greenhouse gas emissions and other climate-related objectives; anticipated in-service dates; success of hedging activities; operational performance and reliability; customer, shareholder, 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 KCSM’s concession; public opinion; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches 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

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crime or risk of such activities; insurance coverage limitations; material adverse changes in economic and industry conditions, including the availability of short- and long-term financing; and the pandemic created by the outbreak of COVID-19 and its variants, and 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, and disruptions to global supply chains.

We caution that the foregoing list of factors is not exhaustive and is made as of the date hereof. Additional information about these and other assumptions, risks and uncertainties can be found in reports and filings by CPRL and KCS with Canadian and U.S. securities regulators, including any proxy statement, prospectus, material change report, management information circular or registration statement to be filed in connection with the transaction. Reference should be made to “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Forward Looking Statements” in CPRL’s and KCS’s annual and interim reports on Form 10-K and 10-Q. Due to the interdependencies and correlation of these factors, as well as other factors, the impact of any one assumption, risk or uncertainty on FLI cannot be determined with certainty.

Except to the extent required by law, we assume no obligation to publicly update or revise any FLI, whether as a result of new information, future events or otherwise. All FLI in this proxy statement/prospectus is expressly qualified in its entirety by these cautionary statements.

For additional information about factors that could cause CPRL’s and KCS’s results to differ materially from those described in the forward-looking statements, please see the section entitled “Risk Factors,” on page 22 as well as in the reports that KCS and CPRL have filed with the SEC and SEDAR, as applicable, described in the section entitled “Where You Can Find Additional Information,” on page 230.

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

CPRL common shares are currently listed on the TSX and the NYSE under the symbol “CP” and KCS common stock is currently listed on the NYSE under the symbol “KSU.”

The table below sets forth, for the periods indicated, the per share high and low sales prices for CPRL common shares as reported on the TSX and the NYSE and for KCS common stock as reported on the NYSE.

	CPRL Common Shares TSX						CPRL Common Shares NYSE						KCS Common Stock NYSE
	High(2)			Low(2)			High(2)			Low(2)			High(2)		Low(2)
	(in C$)						(in US$)						(in US$)
Annual information for the past five calendar years
2020		89.11	(1)		52.70	(1)		69.80	(1)		36.27	(1)		204.13		100.54
2019		67.30	(1)		47.10	(1)		51.43	(1)		34.88	(1)		155.10		92.87
2018		57.74	(1)		43.20	(1)		44.56	(1)		33.68	(1)		119.88		90.84
2017		46.45	(1)		37.95	(1)		36.70	(1)		28.29	(1)		113.44		80.82
2016		41.37	(1)		29.97	(1)		31.26	(1)		20.83	(1)		99.47		64.35
Quarterly information for the past two years and subsequent quarters
2021
Fourth Quarter (through October 29, 2021)		95.79			83.53			77.40			66.32			310.25		276.49
Third Quarter		96.79			82.68			77.57			64.64			295.92		261.05
Second Quarter		99.32	(1)		88.80	(1)		82.65	(1)		71.02	(1)		313.45		256.40
First Quarter		96.16	(1)		84.63	(1)		76.75	(1)		66.06	(1)		263.92		200.98
2020
Fourth Quarter		89.11	(1)		79.44	(1)		69.80	(1)		59.59	(1)		204.13		173.26
Third Quarter		81.44	(1)		68.45	(1)		61.56	(1)		50.71	(1)		193.78		142.84
Second Quarter		71.49	(1)		59.66	(1)		53.15	(1)		41.88	(1)		162.56		121.00
First Quarter		72.57	(1)		52.70	(1)		54.71	(1)		36.27	(1)		177.20		100.54
2019
Fourth Quarter		67.3	(1)		55.45	(1)		51.43	(1)		41.59	(1)		155.10		126.58
Third Quarter		64.45	(1)		58.37	(1)		49.25	(1)		43.98	(1)		133.25		115.79
Second Quarter		63.46	(1)		55.20	(1)		48.07	(1)		41.38	(1)		125.25		112.05
First Quarter		55.24	(1)		47.10	(1)		41.75	(1)		34.88	(1)		116.51		92.87

(1) The per share amount listed herein has been retrospectively adjusted to reflect the share split.

(2) Share prices are based on closing prices.

The above table shows only historical data. The data may not provide meaningful information to KCS stockholders in determining whether to adopt the merger agreement. KCS stockholders are urged to obtain current market quotations for KCS common stock and CPRL common shares and to review carefully the other information contained in, or incorporated by reference into, this proxy statement/prospectus, when considering whether to adopt the merger agreement. For more information, see the section entitled “Where You Can Find Additional Information,” on page 230.

The following table presents the closing price per share of CPRL common shares on the TSX and the NYSE and of KCS common stock on the NYSE on (a) March 19, 2021, the last full trading day prior to the public announcement of the signing of the prior CP merger agreement, (b) August 9, 2021, the last full trading day prior to that on which CPRL submitted a revised offer to acquire KCS, (c) September 14, 2021, the last full trading day prior to the public announcement of the signing of the merger agreement, and (d) October 29, 2021, the last

practicable trading day prior to the mailing of this proxy statement/prospectus. This table also shows the implied

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value of the merger consideration payable for each share of KCS common stock, which was calculated by multiplying the closing price of CPRL common shares on the NYSE on those dates by the exchange ratio and adding $90.00 in respect of the cash consideration.

Date	CPRL common shares TSX			CPRL common shares NYSE			KCS common stock NYSE		Equivalent value of merger consideration per share of KCS stock based on price of CPRL common shares on NYSE
	(C$)			(US$)			(US$)		(US$)
March 19, 2021		94.85	(1)		75.70	(1)		224.16		308.31
August 9, 2021		91.50			72.71			269.60		299.70
September 14, 2021		86.48			68.14			280.00		286.52
October 29, 2021		95.79			77.40			310.25		313.22

(1) The per share amount of dividends listed herein has been retrospectively adjusted to reflect the share split.

KCS common stockholders will not receive the merger consideration until the effective time, which may occur a substantial period of time after the KCS special meeting, or not at all. There can be no assurance as to the trading prices of KCS common stock or CPRL common shares at the effective time. The market prices of KCS common stock and CPRL common shares are likely to fluctuate prior to the effective time and cannot be predicted. We urge you to obtain current market quotations for both KCS common stock and CPRL common shares.

The table below sets forth the dividends declared per CPRL common share and the dividends declared per share of KCS common stock for the periods indicated.

	CPRL			CPRL			KCS
	(C$)			(US$)*			(US$)
Nine Months Ended September 30, 2021		0.57(1)			0.46(1)			1.62
Year Ended December 31,
2020		0.71	(1)		0.53	(1)		1.64
2019		0.63	(1)		0.47	(1)		1.48
2018		0.50	(1)		0.39	(1)		1.44
2017		0.44	(1)		0.34	(1)		1.38
2016		0.37	(1)		0.28	(1)		1.32

* Based on CPRL annual dividend converted to US$ at the Canadian dollar/U.S. dollar annual exchange rate, as reported by the Bank of Canada; CPRL dividend for nine months ended September 30, 2021 converted to US$ at the average Canadian dollar/U.S. dollar exchange rate from January 1, 2021 to September 30, 2021.

(1) The per share amount listed herein has been retrospectively adjusted to reflect the share split.

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THE KCS SPECIAL MEETING

This proxy statement/prospectus is being provided to KCS stockholders in connection with the solicitation of proxies by the KCS board for use at the KCS special meeting and at any adjournments or postponements of the KCS special meeting. KCS stockholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the merger agreement and the transactions contemplated by the merger agreement.

Date, Time and Place of the KCS Special Meeting

The KCS special meeting is scheduled to be held virtually via the internet at https://meetnow.global/MXZ6AKV, on December 10, 2021, beginning at 9:00 a.m., Central Time, unless postponed to a later date.

In light of ongoing developments with respect to the COVID-19 (coronavirus) pandemic, KCS has elected to hold the KCS special meeting solely by means of remote communication (via the internet). The KCS special meeting will be held solely via live audio webcast and there will not be a physical meeting location. KCS stockholders will be able to attend the KCS special meeting online and vote their shares electronically by visiting the special meeting website at https://meetnow.global/MXZ6AKV. KCS stockholders will need the control number found on their proxy card in order to access the special meeting website.

KCS will entertain questions at the KCS special meeting in accordance with the rules of conduct for the meeting to the extent that the question posed by a stockholder are relevant to the KCS special meeting and the proposals presented. Any questions or comments that are unrelated to the business of the KCS special meeting will not be addressed at the meeting.

Purpose of the KCS Special Meeting

At the KCS special meeting, KCS stockholders will be asked to consider and vote on the following proposals, which we collectively refer to as the “KCS proposals”:

• Proposal 1: Adoption of the Merger Agreement. To consider and vote on the KCS merger proposal;

• Proposal 2: Approval, on an Advisory (Non-Binding) Basis, of Certain Merger-Related Compensatory Arrangements with KCS’s Named Executive Officers. To consider and vote on the advisory KCS compensation proposal; and

• Proposal 3: Adjournment of the KCS Special Meeting. To consider and vote on the KCS adjournment proposal.

Recommendation of the KCS Board

The KCS board unanimously recommends that KCS stockholders vote:

• Proposal 1: “FOR” the KCS merger proposal;

• Proposal 2: “FOR” the KCS compensation proposal; and

• Proposal 3: “FOR” the KCS adjournment proposal.

At a special meeting of the KCS board held on September 12, 2021, the KCS board unanimously: (1) determined that it was in the best interests of KCS and its stockholders, and declared it advisable, to enter into the merger agreement; (2) approved the execution, delivery and performance of the merger agreement and the transactions contemplated by the merger agreement; (3) recommended that the stockholders of KCS adopt the merger agreement; and (4) directed that the merger agreement be submitted to a vote at a meeting of KCS’s stockholders.

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See also the section entitled “The KCS Merger Proposal—KCS’s Reasons for the Transaction; Recommendation of the KCS Board,” on page 65.

Record Date and Outstanding Shares of KCS Voting Stock

The record date to determine stockholders who are entitled to receive notice of and to vote at the KCS special meeting or any adjournments or postponements thereof is October 14, 2021. As of the record date, there were 90,980,440 shares of KCS common stock and 214,542 shares of KCS preferred stock, issued and outstanding, for a total of 91,194,982 shares of KCS voting stock eligible to vote at the KCS special meeting.

Quorum; Abstentions and Broker Non-Votes

A quorum of KCS stockholders is necessary to conduct the KCS special meeting. The presence (including virtually) or representation by proxy, of the holders of a majority of the aggregate voting power of the KCS capital stock issued and entitled to vote at the KCS special meeting will constitute a quorum. Shares of KCS voting stock represented at the KCS special meeting by attendance via the special meeting website or represented by proxy and entitled to vote, but not voted, including shares for which a stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. However, because all of the KCS proposals are considered “non-routine” matters under NYSE rules (as described below), shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals before the KCS special meeting. If a quorum is not present, the KCS special meeting may be adjourned or postponed until the holders of the number of shares of KCS voting stock required to constitute a quorum attend.

Under the NYSE rules, banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain “routine” proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to matters that under the NYSE rules, as applicable, are “non-routine.” This can result in a “broker non-vote”, which occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter. All of the KCS proposals are considered “non-routine” matters under the NYSE rules, and banks, brokers or other nominees will not have discretionary authority to vote on any matter before the meeting. As a result, KCS does not expect any broker non-votes at the KCS special meeting and, if you hold your shares of KCS voting stock in “street name”, your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. Brokers will not be able to vote on any of the KCS proposals unless they have received voting instructions from the beneficial owners.

Required Vote

Except for the KCS adjournment proposal, the vote required to approve each of the KCS proposals listed below assumes the presence of a quorum at the KCS special meeting. As described above, KCS does not expect there to be any broker non-votes at the KCS special meeting.

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Proposal	Required Vote	Effect of Certain Actions
Proposal 1: KCS Merger Proposal	Approval requires the affirmative vote of at least a majority of the shares of KCS voting stock outstanding as of the record date and entitled to vote on the KCS merger proposal (assuming a quorum is present).	Shares of KCS voting stock not present at the KCS special meeting, shares that are present and not voted on the KCS merger proposal, including due to the failure of any KCS stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the KCS merger proposal, and abstentions will have the same effect as a vote “AGAINST” the KCS merger proposal.
Proposal 2: KCS Compensation Proposal	Approval requires the affirmative vote of at least a majority of the shares of KCS voting stock present at the KCS special meeting in person (including virtually) or represented by proxy and entitled to vote on the KCS compensation proposal (assuming a quorum is present).	Shares of KCS voting stock that are present and not voted on the KCS compensation proposal and abstentions will have the same effect as a vote “AGAINST” the KCS compensation proposal. Shares of KCS voting stock not present at the KCS special meeting will have no effect on the vote count for the KCS compensation proposal.
Proposal 3: KCS Adjournment Proposal	Approval requires the affirmative vote of at least a majority of the shares of KCS voting stock present at the KCS special meeting in person (including virtually) or represented by proxy and entitled to vote on the KCS adjournment proposal (whether or not a quorum is present).	Shares of KCS voting stock that are present and not voted on the KCS adjournment proposal and abstentions will have the same effect as a vote “AGAINST” the KCS adjournment proposal. Shares of KCS voting stock not present at the KCS special meeting, including due to the failure of any KCS stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the KCS adjournment proposal, will have no effect on the a vote count for the KCS adjournment proposal.

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Adjournment and Postponement

If a quorum is present at the KCS special meeting but there are not sufficient votes at the time of the KCS special meeting to approve the KCS merger proposal, then KCS stockholders may be asked to vote on the KCS adjournment proposal.

At any subsequent reconvening of the KCS special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the KCS special meeting, except for any proxies that have been effectively revoked prior to the time the proxy is voted at the reconvened meeting.

Voting by Directors and Executive Officers

As of the record date, KCS directors and executive officers, and their affiliates, as a group, owned and were entitled to vote approximately 0.44% of the total outstanding shares of KCS common stock and 0.0% of the total outstanding shares of KCS preferred stock, for a total of 0.44% of the total outstanding shares of KCS voting stock. Although no KCS director or executive officer has entered into any agreement obligating them to do so, KCS currently expects that all of its directors and executive officers will vote their shares “FOR” the KCS merger proposal, “FOR” the KCS compensation proposal and “FOR” the KCS adjournment proposal. See the section entitled “Interests of KCS’s Directors and Executive Officers in the Transaction,” on page 102 and the arrangements described in Part III of KCS’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, KCS’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 and KCS’s Definitive Proxy Statement on Schedule 14A for KCS’s 2021 annual meeting of stockholders filed with the SEC on April 9, 2021, each of which are incorporated into this proxy statement/prospectus by reference.

Voting by Proxy or in Person

Voting and Submitting a Proxy for KCS Voting Stock Held by Holders of Record

If you are a KCS stockholder of record, you may vote at the KCS special meeting by proxy through the internet, by telephone or by mail, or by attending the KCS special meeting and voting via the special meeting website, as described below.

• By Internet: By visiting the internet address provided on the proxy card and following the instructions provided on your proxy card.

• By Telephone: By calling the number located on the proxy card and following the recorded instructions.

• By Mail: If you have received a paper copy of the proxy materials by mail, you may complete, sign, date and return by mail the enclosed proxy card in the envelope provided to you with your proxy materials.

• Via the Special Meeting Website: All stockholders of record may vote at the KCS special meeting by attending the meeting via the special meeting website. Stockholders who plan to attend the KCS special meeting will need the control number included on their proxy card in order to access the special meeting website and to attend and vote thereat.

Shares held through the KCS 401(k) Plan must be voted prior to the meeting and by 9:00 a.m. Central Time on December 8, 2021.

Unless properly and timely revoked in one of the manners set forth in the section entitled “The KCS Special Meeting—Revocability of Proxies and Changes to a KCS Stockholder’s Vote,” on page 45, all duly executed proxies representing shares of KCS voting stock entitled to vote will be voted at the KCS special meeting and,

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where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions with respect to any proposal, then the KCS officers identified on the proxy will vote your shares consistent with the recommendation of the KCS board on such proposal. If you are a stockholder of record, proxies submitted over the internet or by telephone as described above must be received by 9:00 a.m. Central Time, on December 10, 2021. To reduce administrative costs and help the environment by conserving natural resources, KCS asks that you vote through the internet or by telephone.

By executing and delivering a proxy in connection with the KCS special meeting, you designate certain KCS directors identified therein as your proxies at the KCS special meeting. If you deliver an executed proxy, but do not specify a choice with respect to any proposal properly brought before the KCS special meeting, such proxies will vote your underlying shares of KCS voting stock on such uninstructed proposal in accordance with the recommendation of the KCS board. KCS does not expect that any matter other than the KCS proposals will be brought before the KCS special meeting and the KCS by-laws provide that the only business that may be conducted at the KCS special meeting are those proposals brought before the meeting by or at the direction of the KCS board.

Voting and Submitting a Proxy for KCS Voting Stock Held in “Street Name”

If you hold your shares through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee with respect to a proposal, your shares of KCS voting stock will not be voted on that proposal as your bank, broker or other nominee does not have discretionary authority to vote on any of the KCS proposals; see the section entitled “The KCS Special Meeting—Quorum; Abstentions and Broker Non-Votes,” on page 42.

If your are shares held in “street name”, you must register in advance to attend the special meeting. To register you must submit proof of your proxy power (legal proxy) reflecting your holdings of our stock, along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 9:00 a.m., Central Time, on December 8, 2021. You will receive a confirmation email from Computershare of your registration. Requests for registration should be directed to Computershare at the following:

• By Email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.

Revocability of Proxies and Changes to a KCS Stockholder’s Vote

Any stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the KCS special meeting. If you are a KCS stockholder of record, you may revoke your proxy by any of the following actions:

• by voting again by internet or telephone as instructed on your proxy card before the closing of the voting facilities at 9:00, Central Time, on December 10, 2021;

• by sending a signed written notice of revocation to KCS’s Corporate Secretary, provided such statement is received no later than December 9, 2021;

• by submitting a properly signed and dated proxy card with a later date that is received by KCS no later than the close of business on December 9, 2021; or

• by attending the KCS special meeting via the special meeting website and requesting that your proxy be revoked or voting via the website as described above.

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Only your last submitted proxy card will be considered.

Execution or revocation of a proxy will not in any way affect a stockholder’s right to attend the KCS special meeting and vote thereat.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Kansas City Southern

427 West 12th Street,

Kansas City, Missouri 64105

1-888-800-3690

Attention: Corporate Secretary

If your shares are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. You may also change your vote by voting at the meeting. You may attend and vote at the meeting by submitting proof of your proxy power (legal proxy) reflecting your holdings of our stock, along with your name and email address to Computershare. Requests must be labeled as “Legal Proxy” and be received no later than 9:00 a.m., Central Time, on December 8, 2021. You will receive a confirmation email from Computershare. Requests should be directed to Computershare at the following:

• By Email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.

Tabulation of Votes

The KCS board will appoint an independent inspector of elections for the KCS special meeting. The inspector of elections will, among other matters, determine the number of shares of KCS voting stock represented at the KCS special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to KCS stockholders at the KCS special meeting.

Solicitation of Proxies; Expenses of Solicitation

KCS is soliciting proxies to provide an opportunity to all KCS stockholders to vote on agenda items at the KCS special meeting, whether or not the stockholders are able to attend the KCS special meeting or any adjournment or postponement thereof. KCS will bear the entire cost of soliciting proxies from its stockholders. In addition to the solicitation of proxies by mail, KCS will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of KCS voting stock and secure their voting instructions, if necessary. KCS may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

KCS has also retained MacKenzie to assist in soliciting proxies and in communicating with KCS stockholders and estimates that it will pay them a fee of approximately $175,000 plus reimbursement for certain out-of-pocket fees and expenses. KCS also has agreed to indemnify MacKenzie against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Proxies may be solicited on behalf of KCS or by KCS directors, officers and other employees in person, by mail, by telephone, by facsimile, by messenger, via the internet or by other means of communication, including electronic communication. Directors, officers and employees of KCS will not be paid any additional amounts for their services or solicitation in this regard.

Householding

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to

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as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. KCS and some brokers “household” proxy materials, delivering a single proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or KCS that they or KCS will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account, or KCS if you hold shares directly in your name. Written requests should be made to Kansas City Southern, 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate Secretary, and oral requests may be made by calling KCS’s Corporate Secretary’s Office at 1-888-800-3690.

Assistance

If you need assistance voting or in completing your proxy card or have questions regarding the KCS special meeting, please contact MacKenzie, KCS’s proxy solicitor for the KCS special meeting:

MacKenzie Partners, Inc.

Shareholders call toll-free from the U.S. and Canada at 1-800-322-2885

or direct at 1-212-929-5500 from other locations

Banks and brokers may call collect at 1-212-929-5500.

KCS STOCKHOLDERS SHOULD CAREFULLY READ THIS PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE TRANSACTION. IN PARTICULAR, KCS STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

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THE KCS MERGER PROPOSAL

This section of this proxy statement/prospectus describes the various aspects of the transaction and related matters. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus, including the full text of the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, for a more complete understanding of the transaction. In addition, important business and financial information about each of KCS and CPRL is included in or incorporated by reference into this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section entitled “Where You Can Find Additional Information” on page 230.

The approval by KCS stockholders of the KCS merger proposal is required by Section 251 of the DGCL and is a condition to the closing of the transaction.

Approval of the merger proposal requires the affirmative vote of a majority of the shares of KCS voting stock outstanding as of the close of business on the record date and entitled to vote. Abstentions will have the same effect as a vote “AGAINST” the proposal.

IF YOU ARE A KCS STOCKHOLDER, THE KCS BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE KCS MERGER PROPOSAL (PROPOSAL 1).

Transaction Structure

The merger agreement provides, among other things, that, subject to the terms and conditions set forth therein of the merger agreement, (i) at the effective time, first merger sub will merge with and into KCS with the separate corporate existence of first merger sub ceasing and KCS surviving as a direct wholly owned subsidiary of surviving merger sub (the first merger), and (ii) immediately following the first merger, KCS, as the entity surviving the first merger, will merge with and into surviving merger sub, with the separate corporate existence of KCS ceasing and surviving merger sub surviving as a direct wholly owned subsidiary of CPRL (the second merger). Immediately following the second merger, the following internal transactions will take place in sequential order: (i) CPRL will transfer all of the outstanding shares of capital stock of the second surviving corporation to CPRC as a capital contribution; (ii) CPRC will immediately thereafter transfer all of the outstanding shares of capital stock of the second surviving corporation to merger holdco as a capital contribution; (iii) merger holdco will immediately thereafter assume any indebtedness of the second surviving corporation owing to CPRC or its affiliates (being the amount borrowed by surviving merger sub to pay the cash consideration and preferred merger consideration) in consideration for a non-interest bearing promissory note issued by second surviving corporation to merger holdco, which promissory note will immediately thereafter be transferred to second surviving corporation as a capital contribution and the promissory note will accordingly be extinguished; and (iv) CPRC will immediately thereafter transfer all of the capital stock of merger holdco to Cygnus Canadian Holding Company Ltd., a corporation incorporated under the CBCA by CPRC and an indirect wholly owned subsidiary of CPRL (which we refer to as “Canadian holdco”) as a capital contribution (which we collectively refer to as the “post-closing contributions”). Immediately following the post-closing contributions, CPRL will directly own CPRC which will, in turn, own Canadian holdco, which will, in turn, own merger holdco, which will, in turn, own the second surviving corporation. Immediately following the post-closing contributions, all of the outstanding shares of capital stock of the second surviving corporation, as successor to KCS, will be deposited by merger holdco into an independent, irrevocable voting trust subject to the terms and conditions of a voting trust agreement, by and among CPRL, merger holdco (a Delaware corporation and direct wholly owned subsidiary of Canadian holdco) and the trustee, substantially in the form attached to this proxy statement/prospectus as Exhibit A of the merger agreement attached to this proxy statement/prospectus as Annex A, pending receipt of STB final approval.

The terms and conditions of the transaction are contained in the merger agreement, which is described in this proxy statement/prospectus and attached to this proxy statement/prospectus as Annex A. You are encouraged to

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read the merger agreement carefully, as it is the legal document that governs the transaction. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the transaction are qualified in their entirety by reference to the full text of the merger agreement.

Merger Consideration

Under the merger agreement, at the effective time, each share of KCS common stock that is outstanding immediately prior to the effective time (other than certain excluded shares as described in the merger agreement) will be converted automatically into the right to receive the share consideration, being 2.884 validly issued, fully paid and non-assessable CPRL common shares and the cash consideration, being $90.00 in cash, without interest, and each share of KCS preferred stock that is outstanding immediately prior to the effective time (other than certain excluded shares as described in the merger agreement) will be converted into the right to receive the preferred merger consideration, being $37.50 in cash, without interest.

The merger consideration and/or the preferred merger consideration will be equitably adjusted in the event of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares involving KCS common stock, KCS preferred stock or CPRL common shares prior to the effective time, to proportionally reflect such change.

As used in this proxy statement/prospectus, the term “total purchase consideration” collectively refers to the merger consideration, the preferred merger consideration, cash amounts payable at the effective time in respect of all KCS equity awards, amounts remitted by CPRL to KCS in connection with the CN agreement termination payment and CN refund, and other amounts as defined as consideration by the acquisition method of accounting.

Based on the number of shares of KCS common stock, KCS restricted share awards and KCS director deferred shares outstanding as of October 29, 2021, CPRL expects to issue (at the direction of surviving merger sub and on behalf of surviving merger sub) up to approximately 262,637,917 CPRL common shares to KCS common stockholders at the effective time under the merger agreement. The actual number of CPRL common shares to be issued under the merger agreement will be determined immediately prior to the effective time based on the exchange ratio, the number of shares of KCS common stock outstanding at such time and the number of KCS restricted share awards and KCS director deferred shares. Based on the number of shares of KCS common stock, KCS restricted share awards and KCS director deferred shares outstanding as of October 29, 2021, and the number of CPRL common shares outstanding as of October 29, 2021, immediately after the first merger, former KCS common stockholders are expected to own approximately 28% of the issued and outstanding CPRL common shares.

Based on the closing price of CPRL common shares of $72.71 on the NYSE on August 9, 2021, the last full trading day prior to that on which CPRL submitted a revised offer to acquire KCS, the implied value of the merger consideration to holders of KCS common stock was approximately $299.70 per share of KCS common stock. The merger consideration provides a premium to KCS stockholders of approximately 34%, based on closing share price of CPRL common shares on August 9, 2021, and the unaffected closing price of KCS common stock on March 19, 2021, the last full trading day before the public announcement of the prior CP merger agreement. The implied value of the merger consideration will fluctuate, however, as the market price of CPRL common shares fluctuates, because the merger consideration that is payable per share of KCS common stock is a fixed fraction of a CPRL common share. As a result, the value of the merger consideration that KCS common stockholders will receive upon the closing of the transaction could be greater than, less than or the same as the value of the merger consideration on the date of this proxy statement/prospectus or at the time of the KCS special meeting. Accordingly, you are encouraged to obtain current share price quotations for KCS common stock and CPRL common shares before deciding how to vote with respect to the approval of the merger agreement. KCS common stock trades on the NYSE under the symbol “KSU” and CPRL common shares trade on the NYSE and the TSX under the symbol “CP.” The price of CPRL common shares on the NYSE is reported in U.S. dollars, while the price of CPRL common shares on the TSX is reported in Canadian dollars.

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Background of the Transaction

The KCS board and senior management team periodically review and evaluate KCS’s long-term strategy and the range of strategic opportunities that might be available to it to strengthen KCS’s business and to enhance stockholder value. As part of this ongoing evaluation, management maintains a long-range plan (the “KCS long-range plan”), which is periodically updated and reviewed with the KCS board, that reflects management’s financial and business outlook for KCS over a ten-year period. In addition, the KCS board and management team have, from time to time in the past, discussed and considered the possibility of entering into strategic transactions with other parties.

On July 29, 2020, Patrick Ottensmeyer, President and Chief Executive Officer of KCS, and Keith Creel, President and Chief Executive Officer of CPRL, had a lunch meeting at which they discussed a variety of industry topics. During this meeting, Mr. Creel raised whether KCS would be amenable to discussing a business combination of CPRL and KCS. No further actions were taken by the KCS management team or board at the time with respect to Mr. Creel’s inquiry.

Beginning on July 31, 2020, several financial media outlets reported that an investor consortium was considering making a takeover proposal for KCS. Following these reports, the KCS board and senior management reached out to its financial advisor, Morgan Stanley, and its outside counsel, Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), to discuss the reports and the question of how KCS should respond if a proposal were made.

On August 11, 2020, the KCS board met, together with members of senior management and representatives of Morgan Stanley and Wachtell Lipton, to discuss the financial media reports and the possibility of a proposal, including the KCS board’s fiduciary duties under Delaware law and preliminary perspectives on valuation for KCS based on the KCS long-range plan and Wall Street research analyst forecasts. Thereafter, KCS reached out to BofA Securities to join Morgan Stanley as KCS’s and the KCS board’s financial advisor. KCS and the KCS board determined to engage both Morgan Stanley and BofA based on, among other things, each firm’s overall reputation and experience as an investment banking firm, each firm’s substantial experience in the transportation sector, and the belief that having the benefit of both firms’ advice would be in the best interests of KCS and its stockholders.

On August 17, 2020, Robert Druten, the Chairman of the KCS board, and Mr. Ottensmeyer received an unsolicited written proposal from an investor consortium (“Party A”) to acquire KCS for $195.00 per share in cash. The proposal indicated that Party A intended to finance the acquisition through a combination of equity financing and $6.5 billion in debt financing, and that Party A anticipated obtaining all regulatory approvals within four to six months of signing a definitive agreement. Messrs. Druten and Ottensmeyer notified the KCS board of the receipt of Party A’s proposal and, later that day, Mr. Ottensmeyer and Michael Upchurch, the Executive Vice President and Chief Financial Officer of KCS, participated in a conversation with representatives of Party A to discuss the terms of the proposal.

A special meeting of the KCS board was convened on August 18, 2020, with members of senior management, and representatives of Morgan Stanley and Wachtell Lipton, to discuss Party A’s proposal and potential next steps. Representatives of Morgan Stanley shared their perspectives on the financial terms of Party A’s proposal. Members of management also reviewed the KCS long-range plan and the opportunities and risks associated with executing on KCS’s long-term strategy. The KCS board discussed these considerations and perspectives and concluded that KCS should remain focused on its long-term strategic plans and should not pursue Party A’s proposal. Messrs. Ottensmeyer and Upchurch subsequently conveyed the KCS board’s conclusion to representatives of Party A.

On August 21, 2020, Mr. Creel called Mr. Ottensmeyer to propose that CPRL and KCS consider entering into a merger-of-equals transaction in which KCS stockholders would receive consideration consisting solely of CPRL common shares, in an at-market transaction. Mr. Creel expressed his view that, relative to the other Class 1 railroad companies, a transaction involving CPRL and KCS would likely face the least amount of

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regulatory uncertainty given the companies’ status as the two smallest Class 1 railroad companies in North America and their lack of geographic overlap. During the same week, a representative of Party A contacted Mr. Ottensmeyer to request a meeting to further discuss the possibility of a transaction.

During the following week, Jean-Jacques Ruest, President and Chief Executive Officer of CN, contacted Mr. Ottensmeyer telephonically to note the financial media reports regarding a possible takeover proposal. Mr. Ruest stated that, if KCS was interested in a sale, CN would be interested in discussing such a transaction. No further actions were taken by the KCS management team or board to engage with CN at the time.

On August 28, 2020, the KCS board met with members of senior management and a representative of Wachtell Lipton. The KCS board discussed Party A’s request for a meeting and instructed Mr. Ottensmeyer to accept the request. Representatives of KCS management then reviewed possible exchange ratios implied by the historical trading prices of KCS common stock and CPRL common shares, as well as possible exchange ratios implied by the relative contributions of various financial metrics of KCS and CPRL. The KCS board discussed potential responses and determined not to take action with respect to CPRL’s proposal at the time, pending Mr. Ottensmeyer’s discussion with Party A and Party A’s response. Mr. Ottensmeyer also described his conversation with Mr. Ruest of CN. In the days following the KCS board meeting, Messrs. Ottensmeyer and Upchurch had a discussion with representatives of Party A with respect to Party A’s interest in a possible transaction.

On August 31, 2020, Party A submitted an updated, unsolicited written proposal to acquire KCS for $208.00 per share in cash, subject otherwise to the same terms and conditions set forth in Party A’s August 17^th proposal. The next day, Messrs. Ottensmeyer and Upchurch participated in a conversation with representatives of Party A to discuss the updated proposal.

A meeting of the KCS board was held on September 2, 2020, with members of senior management and representatives of Morgan Stanley, BofA Securities and Wachtell Lipton. Representatives of Morgan Stanley and BofA Securities discussed the terms of Party A’s proposal and CPRL’s proposal and presented preliminary perspectives on valuation for KCS based on the KCS long-range plan. After consideration of these and other factors, the KCS board again concluded that KCS should remain focused on its long-term strategic plans and determined that KCS should not pursue either Party A’s proposal or CPRL’s proposal. The KCS board did, however, believe that KCS should engage in discussions with CPRL about possible commercial opportunities or arrangements that could be in both companies’ interests. Thereafter, Mr. Ottensmeyer communicated the KCS board’s conclusions to representatives of Party A and to Mr. Creel.

From September to November 2020, the KCS board continued to discuss and review KCS’s long-term strategic plan and strategic opportunities in consultation with senior management and KCS’s external advisors. In addition, representatives of KCS and CPRL met on September 14 and 15, 2020 to discuss possible commercial opportunities or arrangements outside the context of a combination. The representatives of CPRL also provided their views on a potential at-market combination of KCS and CPRL.

On September 23, 2020, the KCS board met with members of management to further analyze and consider KCS’s financial and business outlook and strategic options, including KCS’s outlook as an independent company and an analysis of combinations with various other railroads. The KCS board also discussed the investor feedback received by KCS management following the publication of a September 9^th financial media report that KCS had rejected the acquisition proposal that had reportedly been made for $208.00 per share in cash.

On October 20, 2020, the KCS board convened a meeting for informational purposes with members of management and representatives of Morgan Stanley, BofA Securities and Wachtell Lipton to discuss various strategic alternatives that might be available to the Company. This included a discussion led by representatives of Morgan Stanley and BofA Securities regarding illustrative buyout and ability-to-pay analyses with respect to Party A and various railroads who could be potential buyers.

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On November 11, 2020, Mr. Ottensmeyer and Mr. Creel had a telephonic discussion on which they agreed that, given the political uncertainties following the recent U.S. election and the fact that KCS and CPRL were each focused on closing the fiscal year and preparing for the upcoming earnings season, KCS and CPRL would discontinue their discussions regarding potential commercial opportunities at such time and potentially revisit the idea of a strategic combination of the two companies in the future.

On November 17, 2020, Mr. Ottensmeyer received a call from a representative of another Class 1 railroad company expressing interest in a potential acquisition of a portion of KCS’s assets. Mr. Ottensmeyer reported this conversation to the KCS board, but no further actions were taken by the KCS management team or KCS board to engage with such railroad company.

On November 23, 2020, representatives of Party A contacted Mr. Ottensmeyer to inform him that Party A intended to submit a revised proposal to acquire KCS for $230.00 per share in cash, which Party A submitted later that day. The revised proposal noted that Party A had high confidence that it would be able to obtain firm commitments from its equity partners and lenders once the parameters of a transaction had been agreed upon.

The KCS board met on December 2, 2020, together with members of senior management and representatives of Morgan Stanley, BofA Securities and KCS’s legal advisors, to discuss Party A’s revised proposal and potential next steps. Mr. Upchurch discussed the KCS long-range plan and KCS’s general strategic positioning. Representatives of Morgan Stanley and BofA Securities provided their preliminary perspectives on valuation for KCS based on the KCS long-range plan. The KCS board discussed the terms of Party A’s proposal and the possibility of contacting CPRL, and potentially other Class 1 railroads, to determine their interest in submitting a proposal to acquire KCS. The KCS board reviewed potential synergy estimates and the possible merger consideration such parties could offer to KCS stockholders. The KCS board also discussed the timing and certainty of consummating a transaction with a Class 1 railroad company in light of the regulatory framework for such a transaction. Among other things, the KCS board and management team discussed the possibility of addressing potential uncertainties by employing a voting trust structure in which an acquiring Class 1 railroad would close the acquisition and immediately deposit the shares of KCS into an independent voting trust, with KCS stockholders receiving their merger consideration at that time and prior to the acquiror’s receipt of final control approval from the STB.

After deliberation, the KCS board determined that Party A’s proposal was not at a value that the KCS board was prepared to accept, but authorized management to begin providing Party A with due diligence materials, subject to the execution of a mutually acceptable confidentiality agreement, so that Party A could have an opportunity to submit an improved proposal. The KCS board also directed Mr. Ottensmeyer to notify Mr. Creel that KCS was now considering a potential transaction and would be willing to consider an acquisition proposal from CPRL that contemplated a significant control premium and a voting trust structure to address timing and regulatory issues. After consideration of the risks associated with a broader outreach effort, the KCS board determined not to contact other parties at the time and to revisit the question of reaching out to additional parties at a later date. After the KCS board meeting, Mr. Ottensmeyer reached out to Party A and to Mr. Creel with the messages determined by the KCS board.

On December 4, 2020, KCS entered into a confidentiality agreement with Party A, which contained customary standstill restrictions on Party A (which restrictions would terminate in the event any person acquired or became the owner of, or entered into a definitive agreement to acquire or become the owner of, more than 50% of the outstanding voting securities of KCS or assets of KCS representing more than 50% of its consolidated earning power).

On December 8, 2020, KCS entered into formal engagement letters with Morgan Stanley and with BofA Securities to provide advice to KCS and the KCS board with respect to KCS’s strategic alternatives.

On December 9, 2020, CPRL submitted a written proposal to acquire KCS for 0.469 of a CPRL common share (equivalent to 2.345 shares after giving effect to the share split) and $77.00 in cash per share of KCS common stock (equal to approximately $235.00 per share of KCS common stock based on the market price of CPRL

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common shares at the time). The proposal also contemplated that a transaction would be effectuated using a voting trust structure, which CPRL anticipated consummating within four months of signing a definitive agreement, with CPRL taking control of KCS following STB final approval within eight to twelve months thereafter. Mr. Ottensmeyer and other members of management subsequently participated in a call with Mr. Creel and other members of CPRL management to discuss the terms of CPRL’s proposal. On December 9, 2020, KCS entered into a mutual confidentiality agreement with CPRL, which contained customary standstill restrictions on CPRL (which restrictions would terminate in the event any person acquired or became the owner of, or entered into a definitive agreement to acquire or become the owner of, more than 50% of the outstanding voting securities of KCS or assets of KCS representing more than 50% of its consolidated earning power).

On December 10, 2020, senior executives of each of CPRL and KCS (including Mr. Creel and Mr. Ottensmeyer) met, and CPRL presented the terms of its December 9 proposal.

The KCS board held a meeting on December 14, 2020 at which it discussed CPRL’s proposal and the substance of the management team’s conversation with CPRL. The KCS board then determined that CPRL’s proposal was not at a value that the KCS board was prepared to accept, but authorized management to begin providing CPRL with due diligence materials under the mutual confidentiality agreement, so that CPRL could have an opportunity to submit an improved proposal.

Through December 2020, KCS provided Party A and CPRL with access to a virtual data room and various business and legal due diligence materials, including a copy of the KCS long-range plan and hosted management presentations and diligence sessions for the benefit of Party A and CPRL. CPRL also provided KCS with access to a virtual data room and various reverse diligence materials.

On December 22, 2020, the KCS board held a special meeting, together with members of senior management and representatives of Morgan Stanley, BofA Securities and KCS’s legal advisors. Mr. Upchurch presented an update to the KCS long-range plan, which had been adjusted upwards to reflect management’s more optimistic financial and operational outlook for KCS as a result of the expected recovery from the COVID-19 pandemic and a lower cost structure resulting from an acceleration of Precision Scheduled Railroading initiatives. Members of management then provided an update regarding the status of Party A’s and CPRL’s ongoing diligence efforts, as well as internal discussions regarding the regulatory process and potential issues associated with a strategic transaction. Representatives of Morgan Stanley and BofA Securities also shared their perspectives on the financial terms of Party A’s and CPRL’s latest proposals and refreshed their perspectives on valuation for KCS to reflect the new financial terms of those proposals and the updated KCS long-range plan.

On December 28, 2020, Party A sent an updated written proposal to Messrs. Ottensmeyer and Upchurch to acquire KCS for $235.00 per share in cash. The proposal noted that, pursuant to the restrictions in its confidentiality agreement with KCS, Party A had not informed its equity partners or lenders of its recent conversations with KCS, but that Party A remained highly confident of the availability of financing for a transaction.

On December 30, 2020, Mr. Ottensmeyer reached out to Mr. Creel to alert him that KCS would need CPRL to promptly provide a revised offer if CPRL was still interested in pursuing a potential transaction, so that KCS could determine whether it would be willing to move towards a deal with CPRL or with a competing bidder.

On December 31, 2020, CPRL submitted an updated written proposal to acquire KCS for 0.489 of a CPRL common share (equivalent to 2.445 CPRL common shares after giving effect to the share split) and $78.00 in cash per share of KCS common stock (equal to approximately $248.00 per share of KCS common stock based on the market price of CPRL common shares at the time).

The KCS board met on January 7, 2021, together with members of senior management and representatives of Morgan Stanley, BofA Securities and KCS’s legal advisors. Mr. Ottensmeyer provided an update on the status of KCS’s discussions with Party A and with CPRL and outlined potential next steps. Mr. Ottensmeyer offered his

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perspective that a potential combination with CPRL would be attractive for KCS and its stockholders and his expectation that CPRL could further increase its purchase price given potential synergies. Members of the KCS board and management also entered into a discussion regarding the updated KCS long-range plan and a range of potential synergies for a combination with CPRL. Representatives of Morgan Stanley and BofA Securities provided their perspectives on the latest proposals received from Party A and from CPRL. The Company’s Chief Legal Officer then described the expected regulatory approval process and potential timeline in the event KCS pursued a transaction with a Class 1 railroad company. After discussion, the KCS board determined not to accept either of the proposals that had been most recently submitted by Party A and by CPRL. The KCS board directed Mr. Ottensmeyer to communicate to representatives of each party that the KCS board was not prepared to proceed with a transaction at its proposed purchase price, but that the KCS board was willing to allow each party to complete its confirmatory due diligence (and, in the case of Party A, to reengage with its financing partners) with the expectation that the parties would complete diligence efforts by early-to-mid February and revert with their best and final offers. In addition, the KCS board again discussed the possibility of reaching out to other parties to ascertain their potential interest in a transaction, but, for the same reasons considered at its previous meeting on December 2, 2020, determined not to do so at the time and to revisit the question again in the future.

In the days following the meeting, Mr. Ottensmeyer communicated the KCS board’s decisions to representatives of Party A and CPRL. Through the course of January and February 2021, members of KCS management, together with representatives of KCS’s legal and financial advisors, continued to engage with and to address due diligence requests from Party A and from CPRL. Members of the KCS board also periodically met and consulted with members of management regarding the status of the process and to discuss transaction-related issues. On January 22 and 23, 2021, representatives of KCS, including Messrs. Druten and Ottensmeyer, met with representatives of CPRL to discuss CPRL’s views on regulatory considerations and other issues relating to a potential combination with CPRL.

Following a meeting of the CPRL board on January 25, 2021, Mr. Creel contacted Mr. Ottensmeyer to discuss the potential transaction and the timeline to announcing a transaction. Mr. Ottensmeyer informed Mr. Creel that KCS expected to receive a revised offer from a competing bidder by mid-February and noted that the competing bidder’s offer would not have the regulatory complexity and need for a voting trust structure that would exist in a transaction with CPRL. Mr. Ottensmeyer explained that KCS remained committed to evaluating offers from both CPRL and the competing bidder and continuing to hold working sessions with CPRL and its representatives to determine whether there was a path to a potential transaction with CPRL. Mr. Creel conveyed to Mr. Ottensmeyer that CPRL would be committed to engaging with KCS to complete its diligence and finalize the transaction structure and the terms of the merger agreement over the coming weeks, and that CPRL would be prepared to provide its final offer on value and price by mid-February, such that CPRL and KCS would be in a position to announce a transaction by the end of February 2021 should KCS choose to move forward with CPRL.

On January 26, 2021, the KCS board held a meeting with members of management and its legal advisors to specifically discuss potential regulatory considerations and issues relating to a strategic combination, including an assessment of the process for a voting trust transaction and obtaining final regulatory approval for the potential merger. The KCS board also convened meetings on February 4, 2021 and February 15, 2021, at which the KCS board reviewed the status of KCS’s discussions with Party A and CPRL and discussed potential next steps.

On February 16, 2021, Mr. Creel called Mr. Ottensmeyer to inform him that CPRL would not be submitting a revised proposal until KCS confirmed that it had also received a revised competing proposal from the competing bidder. Mr. Ottensmeyer subsequently had separate discussions with both Mr. Creel and representatives of Party A regarding the status and timing with respect to the submission of revised bids.

On March 3, 2021, KCS received updated acquisition proposals from Party A and from CPRL. Party A’s proposal contemplated an all-cash purchase price of $245.00 per share. The proposal indicated that Party A had re-engaged with its equity partners and that it was highly confident that the equity partners would be able to

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secure final internal approvals upon confirmation of the key transaction terms over a two- to three-week period. The proposal also noted that Party A believed the credit committee approvals that its lenders had received in August 2020 remained valid, although it had not engaged in any recent discussions with its lenders in light of the restrictions in its confidentiality agreement with KCS. CPRL’s proposal contemplated a purchase price of 0.489 of a CPRL common share (equivalent to 2.445 CPRL common shares after giving effect to the share split) and $81.00 in cash per share of KCS common stock (equal to approximately $260.00 per share of KCS common stock based on the market price of CPRL common shares at the time). The proposal indicated that CPRL anticipated consummating the voting trust transaction within four to six months after the signing of the merger agreement, with the acquisition of control within eight to twelve months thereafter. CPRL’s proposal also contemplated a $400.0 million reverse termination fee payable to KCS in the event the merger agreement was terminated due to the inability to complete the voting trust transaction as a result of STB regulatory issues. Furthermore, CPRL’s proposal contemplated the renaming of the combined company to “Canadian Pacific Kansas City”, with the U.S. headquarters of the combined company to be located in Kansas City, and indicated that CPRL would be open to considering KCS director representation on its board following consummation of the voting trust transaction.

In the subsequent days, with the authorization of the KCS board, members of KCS management circulated a draft merger agreement to representatives of CPRL. The draft included, among other terms, a customary “fiduciary out” provision that would permit the KCS board to terminate its existing agreement with an acquirer in order to accept an alternative acquisition proposal from a third party under certain circumstances. In addition, the draft merger agreement provided to CPRL contemplated a reverse termination fee representing 7.0% of the transaction consideration (or approximately $1.7 billion based on CPRL’s then proposed purchase price) and a one-way exchange ratio collar in which KCS stockholders would receive a fixed dollar amount of stock consideration in the event the acquirer’s stock price fell below a specified threshold, up to a maximum number of shares.

On March 5, 2021, Mr. Ottensmeyer had a discussion with Mr. Creel regarding the key issues in the draft merger agreement received from KCS the prior day, including with respect to the transaction structure and regulatory termination fee size and structure as proposed in KCS’s draft, as well as the one-way exchange ratio collar.

On March 6, 2021, the KCS board convened a meeting to discuss the updated proposals submitted by CPRL and Party A. Mr. Ottensmeyer reviewed the terms of each proposal and again expressed his views on the strategic options available to the Company. Representatives of Morgan Stanley and BofA Securities also shared their perspectives on the financial terms of the proposals. The directors discussed with members of management and representatives of the financial advisors the potential synergies from a transaction involving CPRL and the possible benefits and risks associated with accepting merger consideration that included an acquirer’s common stock. Among other things, the KCS board discussed various mechanisms to protect against a potential decline in an acquirer’s stock price, including the one-way exchange ratio collar proposed in the draft merger agreement provided to CPRL. The KCS board discussed again with the Company’s legal advisors the regulatory uncertainties and timeline for a strategic combination. The KCS board then directed management and the financial advisors to ask Party A and CPRL to submit final proposals and merger agreement markups by no later than March 15, and to inform Party A that it could reach out to its lending sources to confirm financing. The KCS board also again considered whether or not to reach out to other parties. After considering, among other factors, the various risks associated with further opening up the process, and the “fiduciary out” provisions included in the proposed merger agreement, the KCS board determined to focus its efforts on negotiating a transaction with either Party A or CPRL and not to reach out to other potential counterparties at the time.

Following the KCS board meeting, representatives of KCS and their advisors sent a letter to representatives of each of Party A and CPRL outlining the process and request for final proposals. In addition, representatives of KCS sent a draft merger agreement to representatives of Party A. Similar to the draft merger agreement provided to CPRL, the draft merger agreement contemplated a customary “fiduciary out” provision that would permit the

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KCS board to terminate its existing agreement with an acquirer in order to accept an alternative acquisition proposal under certain circumstances. It also included a reverse termination fee representing 7.0% of the transaction consideration (or approximately $1.6 billion based on Party A’s then proposed purchase price) in the event the transaction did not close due to the failure to obtain financing.

On March 9, 2021, the finance committee of the KCS board held a meeting for the purpose of further analyzing and discussing the possible benefits and risks associated with accepting merger consideration that included an acquirer’s common stock. At the meeting, representatives of Morgan Stanley and BofA Securities reviewed the mechanics of the one-way exchange ratio collar proposed in the draft merger agreement provided to CPRL and a range of other mechanisms that could be used to protect against a potential decline in an acquirer’s stock price, together with a summary of the frequency with which such mechanisms had been employed or not employed in recent M&A transactions.

On March 10, 2021, KCS and CPRL executed a clean team agreement to facilitate the sharing of certain sensitive diligence materials. Also on March 10, 2021, representatives of the CPRL management team held a reverse due diligence call with representatives of KCS.

On March 11, 2021, Wachtell Lipton sent to Sullivan & Cromwell LLP, CPRL’s outside counsel (“Sullivan & Cromwell”), an initial draft of the KCS disclosure schedules to the merger agreement.

On March 15, 2021, Party A and CPRL submitted revised acquisition proposals, including markups of the forms of merger agreement previously provided by KCS. Party A’s proposal contemplated an all-cash purchase price of $250.00 per share, which it noted was its “final proposal.” The proposal indicated that Party A’s lenders had received full credit committee approvals to increase the overall debt financing to $10.3 billion and that all but one of Party A’s equity partners had received the required internal approvals to fund the transaction (Party A informed KCS subsequently that this final approval had been obtained). CPRL’s proposal contemplated merger consideration of 0.489 of a CPRL common share (equivalent to 2.445 CPRL common shares after giving effect to the share split), without any provision for a collar, and $86.00 in cash per share of KCS common stock (equal to approximately $268.00 per share of KCS common stock based on the market price of CPRL common shares at the time). CPRL’s proposal also contemplated, among other things, an increased $800.0 million reverse termination fee and the elimination of the right of the KCS board to terminate the merger agreement in order to accept a superior proposal in certain circumstances.

On March 16, 2021, the KCS board met, together with members of senior management and representatives of Morgan Stanley, BofA Securities and KCS’s legal advisors, to review the proposals received from Party A and CPRL. Representatives of Morgan Stanley and BofA Securities reviewed the history of KCS’s discussions with Party A and with CPRL, including the financial terms of the proposals that each party had submitted since August 2020. Representatives of Wachtell Lipton also provided an overview of the merger agreement markups delivered by Party A and CPRL. The KCS board entered into a discussion with members of management and representatives of the Company’s financial advisors regarding Party A’s proposed financing structure and its potential capacity to further increase its purchase price. It was the view of the KCS board based on this discussion, as well as Party A’s statement that it had made its “final proposal”, that Party A would have minimal room to further increase its offer. The KCS board considered these facts and perspectives, as well as the facts and perspectives previously discussed and reviewed at prior meetings, and determined to focus its efforts on negotiating a transaction with CPRL, subject to CPRL agreeing to specific improvements to the terms of its proposal. To that end, the KCS board directed Mr. Ottensmeyer to communicate to Mr. Creel that the KCS board would be willing to proceed with a transaction if CPRL were to improve its proposal by, among other things, increasing its contemplated exchange ratio from 0.489 to 0.5 of a CPRL common share, increasing the amount of the reverse termination fee from $800.0 million to $1.3 billion, and accepting the KCS board’s right to terminate the merger agreement in order to accept a superior proposal in certain circumstances. A member of management and representatives of KCS’s outside compensation advisor also reviewed the terms of a proposed retention

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program and severance arrangements proposed to be submitted for approval by the KCS board were it to approve a transaction with CPRL. The KCS board discussed the terms of and reasons for the proposed retention program and severance arrangements.

Later that day, Mr. Ottensmeyer called Mr. Creel to communicate the KCS board’s requests. Mr. Creel said that he would need to consult with members of the CPRL board. Mr. Creel subsequently responded by stating that CPRL was prepared to offer an increased merger consideration of $90 in cash and 0.489 of a CPRL common share (equivalent to 2.445 shares after giving effect to the share split) for each share of KCS common stock (equal to approximately $272 per share of KCS common stock based on the market price of CPRL common shares at the time), to increase the reverse termination fee to $1 billion, and to agree to the right of the KCS board to terminate the merger agreement to accept a superior proposal from a third party in certain circumstances. The following day, CPRL submitted a revised written proposal reflecting these terms. Mr. Ottensmeyer informed the KCS board of the terms of CPRL’s proposal, and at the direction of the KCS board and management, representatives of Wachtell Lipton proceeded to negotiate final terms of the transaction documents with representatives of Sullivan & Cromwell, with the goal of announcing a signed merger agreement no later than the morning of March 21, 2021. From March 17 through March 20, 2021, representatives of Wachtell Lipton and Sullivan & Cromwell exchanged further revised drafts of the merger agreement and participated in calls to resolve the remaining open issues.

On March 20, 2021, the KCS board held a meeting, together with members of senior management and representatives of Morgan Stanley, BofA Securities and KCS’s legal advisors. A representative of Wachtell Lipton again discussed with the board its fiduciary duties under Delaware law. Thereafter, representatives of each of the financial advisors presented to the KCS board their respective financial analyses and each financial advisor rendered to the KCS board its oral opinion, which was subsequently confirmed in writing on the same date, to the effect that, as of such date and based upon and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, as set forth in each financial advisor’s respective written opinion, the consideration to be received in the transaction by holders of KCS common stock (other than certain excluded shares as described in the merger agreement) was fair, from a financial point of view, to such holders. The Wachtell Lipton representative then summarized the terms of the merger agreement compared to the terms previously reviewed. After further discussion and deliberation, the KCS board unanimously approved the merger agreement and resolved to recommend that the stockholders of KCS adopt the merger agreement. The KCS board also approved the proposed retention and severance arrangements previously discussed.

Following the completion of the KCS board meeting, representatives of Wachtell Lipton and Sullivan & Cromwell finalized the merger agreement, and in the early morning of March 21, 2021, KCS and CPRL executed the prior CP merger agreement. KCS and CPRL issued a joint press release announcing the transaction in the morning of March 21, 2021.

On March 22, 2021, representatives of CPRL submitted a letter to STB Staff requesting an informal opinion that CPRL’s proposed voting trust agreement comported with the standards set forth in 49 C.F.R. § 1013.3(a).

On April 20, 2021, KCS received an unsolicited written proposal from CN (the “CN proposal”) to acquire KCS for 1.059 common shares of CN and $200.00 in cash per share of KCS common stock (valued at $325.00 per share of KCS common stock based on the market price of CN common shares at the time). The proposal contemplated that CN and KCS would enter into a merger agreement with substantially similar terms to those of the prior CP merger agreement, including the use of a voting trust arrangement and a commitment to obtain regulatory approvals on the same terms as in the prior CP merger agreement.

The KCS board met on April 20, 2021, together with members of senior management and representatives of Morgan Stanley, BofA Securities and KCS’s legal advisors, for a preliminary review of the CN proposal. Representatives of Morgan Stanley and BofA Securities reviewed and discussed their preliminary perspectives

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on the financial terms of the CN proposal in comparison to the financial terms of the prior CP merger agreement. The KCS board also reviewed potential synergy estimates for a combination with CN relative to the synergies estimated for the transaction with CPRL.

On April 23, 2021, the STB announced a decision that the waiver provision under 49 C.F.R. § 1180.0(b) applied to the proposed transaction between CPRL and KCS and stated that the agency’s review of the transaction would be governed by the regulations set forth at 49 C.F.R. part 1180 (2000).

On April 24, 2021, the KCS board held a meeting, together with members of senior management and representatives of Morgan Stanley, BofA Securities and KCS’s legal advisors. Representatives of Morgan Stanley and BofA Securities again shared their perspectives on the financial terms of the CN proposal in comparison to the financial terms of the prior CP merger agreement. The KCS board reviewed the potential synergies for a combination with each of CPRL and CN and discussed with the advisors the likely capacity of each party to further increase its purchase price and other enhancements that could be requested of CPRL and CN with respect to the terms of a transaction. The KCS board also discussed the regulatory considerations and issues relating to a combination with CN relative to CPRL, including an assessment of the process for approval of the proposed voting trust and for obtaining final regulatory approval for the potential combination. After consideration of these facts and perspectives, as well as the facts and perspectives previously discussed and reviewed at the KCS board’s April 20th meeting, the KCS board determined that the CN proposal could reasonably be expected to lead to a “Company Superior Proposal”, as defined in the prior CP merger agreement (which we refer to as a “company superior proposal”). Accordingly, the KCS board determined that KCS should provide information to CN, and engage in discussions and negotiations with CN, with respect to the CN proposal. KCS management subsequently notified representatives of CN and CPRL of the KCS board’s determination, after which KCS issued a press release announcing its decision and intent to engage in discussions with CN. On the evening of April 24, 2021, representatives of Cravath, Swaine & Moore LLP (which we refer to as “Cravath”), CN’s outside counsel, sent to Wachtell Lipton proposed forms of a merger agreement and a voting trust agreement reflecting the terms described in the CN proposal.

On April 26, 2021, representatives of CN submitted an application to the STB requesting approval of CN’s proposed voting trust agreement, pursuant to 49 C.F.R. § 1180.4(b)(4)(iv) (and not under the waiver provision under 49 C.F.R. § 1180.0(b)). Also on April 26, 2021, KCS entered into a confidentiality agreement and clean team agreement with CN in substantially the same forms as the confidentiality agreements entered into with CPRL and Party A, other than the absence of standstill provisions and other immaterial changes. Through the subsequent weeks, KCS provided CN with access to a virtual data room and various business and legal due diligence materials, including a copy of the KCS long-range plan. Representatives of CN participated in management presentations and diligence sessions hosted by KCS. In addition, CN provided KCS with access to a virtual data room and various reverse diligence materials.

On May 6, 2021, the STB announced a decision finding that the voting trust agreement proposed by CPRL was acceptable, subject to certain modifications.

On May 8, 2021, the KCS board convened a meeting with members of senior management and representatives of Morgan Stanley, BofA Securities and KCS’s legal advisors to discuss KCS’s ongoing engagement with CN and potential next steps. Members of management and representatives of Wachtell Lipton reviewed the terms of CN’s draft merger agreement and presented a proposed list of enhancements to request from CN with respect to the CN proposal, including (1) increasing the exchange ratio from 1.059 shares so that the transaction could qualify as a “reorganization” within the meaning of Section 368(a) of the Code, (2) increasing the reverse termination fee payable to KCS in the event the merger agreement was terminated due to the inability of the parties to complete the voting trust transaction as a result of STB regulatory issues from $1.0 billion to $2.0 billion, (3) requiring CN to reimburse KCS upon payment of the $700.0 million termination fee by KCS to CPRL in the event KCS terminated the prior CP merger agreement to enter into a merger agreement with CN and (4) enhancing the flexibility of KCS to undertake certain actions following the execution of a merger agreement with CN without CN’s prior written consent, including with respect to the terms of KCS’s retention program and

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severance arrangements. The KCS board also reviewed a proposed timeline for soliciting a revised proposal from CN. The KCS board then directed management, together with KCS’s legal advisors, to seek the enhancements to the CN proposal discussed with the KCS board and to request that CN submit a revised binding proposal so that the KCS board could be in a position to make a determination as to whether such revised proposal constituted a company superior proposal at a meeting scheduled for May 13, 2021. The KCS board also directed management to notify CPRL of the KCS board’s intention to make a determination with respect to the CN proposal at its next meeting and to suggest that CPRL submit any revisions with respect to the prior CP merger agreement before such time.

Following the meeting, Mr. Ottensmeyer communicated the KCS board’s requests to Mr. Ruest and to Mr. Creel. Representatives of Wachtell Lipton also reached out to Cravath to review the requested enhancements with respect to the CN proposal.

On May 11, 2021, representatives of Cravath contacted Wachtell Lipton to convey CN’s responses to KCS’s requested enhancements. The representatives of Cravath expressed that CN was prepared to accept several of KCS’s requests for enhanced flexibility during the pendency of the transaction, including with respect to the terms of KCS’s retention program and severance arrangements. The representatives of Cravath also expressed that CN was prepared to accept KCS’s proposal that CN (or an affiliate of CN) reimburse KCS for the $700.0 million termination fee that would be payable by KCS to CPRL in connection with the termination of the prior CP merger agreement, subject to KCS refunding such reimbursement in the event (i) KCS terminated the merger agreement with CN in order to accept a superior proposal, (ii) CN terminated the merger agreement upon a change of recommendation by the KCS board, (iii) CN terminated the merger agreement on the basis of a breach by KCS of its representations, warranties or covenants in a manner that would entitle CN not to consummate the merger or (iv) CN terminated the merger agreement on the basis of the occurrence of a material adverse effect on the business and operations of KCS. The Cravath representatives indicated that CN was unwilling to increase the exchange ratio or the reverse termination fee.

On May 12, 2021, Mr. Ottensmeyer called Mr. Ruest to request that CN increase its exchange ratio so as to restore the $325.00 per share valuation of the CN proposal based on the current market price of CN common shares. Mr. Ottensmeyer further requested that CN consider increasing the amount of the reverse termination fee payable to KCS in the event the merger agreement was terminated due to the inability of the parties to complete the voting trust transaction as a result of STB regulatory issues. Mr. Ottensmeyer also spoke with Mr. Creel and encouraged CPRL to submit any proposed revisions to the prior CP merger agreement before the KCS board’s next meeting.

On the morning of May 13, 2021, representatives of Cravath sent to representatives of Wachtell Lipton a proposed form of offer letter and revised drafts of the merger agreement and other transaction documents. CN’s revised proposal contemplated an increase in the exchange ratio to 1.129 shares of CN common shares while maintaining the $200.00 per share cash component of the proposed consideration (restoring the $325.00 per share valuation of the CN proposal based on the closing price of CN common shares on May 12, 2021), an obligation by an affiliate of CN to reimburse KCS for the $700.0 million termination fee payable to CPRL (subject to KCS refunding such reimbursement in the event (i) KCS terminated the merger agreement with CN in order to accept a superior proposal, (ii) CN terminated the merger agreement upon a change of recommendation by the KCS board or (iii) CN terminated the merger agreement on the basis of a breach by KCS of its representations, warranties or covenants in a manner that would entitle CN not to consummate the merger), and enhanced flexibility on the part of KCS to undertake certain actions without CN’s prior written consent during the pendency of the transaction, including with respect to the terms of KCS’s retention program and severance arrangements. Through the morning and early afternoon, representatives of Wachtell Lipton and Cravath discussed various minor revisions to the transaction documents. Representatives of Cravath then submitted a binding offer letter on behalf of CN, together with proposed final and binding forms of merger agreement and schedules (collectively, the “revised CN proposal”). The offer letter indicated that the revised CN proposal could be accepted by KCS at any time prior to 5:00 pm Eastern Time on May 21, 2021.

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On the afternoon of May 13, 2021, the KCS board met, together with members of senior management and representatives of Morgan Stanley, BofA Securities and KCS’s legal advisors, to discuss the revised CN proposal. The KCS board reviewed the terms of the revised CN proposal relative to the terms of the prior CP merger agreement and discussed various regulatory considerations relating to a combination with CN and with CPRL, including the STB’s decision to apply the waiver provision under 49 C.F.R. § 1180.0(b) to the potential CPRL transaction and CPRL’s receipt of STB voting trust approval. The KCS board discussed potential next steps and the requirements of the prior CP merger agreement with respect to any further engagement with CN. Among other things, the KCS board considered the fact that, in the event the KCS board determined that the revised CN proposal constituted a company superior proposal, KCS would be required to provide CPRL the opportunity for at least five business days to attempt to match the terms of the revised CN proposal prior to terminating the prior CP merger agreement and entering into a definitive agreement with CN. Representatives of Morgan Stanley and BofA Securities also provided to the KCS board their respective financial analyses. The representatives stated that they had each reviewed the terms of the revised CN proposal with their respective fairness committees and that, absent any material developments following the conclusion of the meeting, the financial advisors stood ready to deliver customary fairness opinions with respect to the revised CN proposal at such time as the KCS board were to consider terminating the prior CP merger agreement and entering into a merger agreement in relation to the revised CN proposal. The KCS board determined that the revised CN proposal constituted a company superior proposal and directed management to notify CPRL of the KCS board’s intention to terminate the prior CP merger agreement and to enter into a definitive agreement with respect to the revised CN proposal unless, at the end of the five business day period following the notice, the KCS board determined that the revised CN proposal no longer constituted a company superior proposal. Members of KCS management communicated the KCS board’s determination to representatives of CN and CPRL after the end of the meeting, and later on the evening of May 13, 2021, KCS issued a press release announcing the KCS board’s determination.

On May 17, 2021, the STB announced a decision finding that application of the waiver provision under 49 C.F.R. § 1180.0(b) to a potential transaction between CN and KCS was not warranted and stated that the agency’s review of the transaction would be governed by the regulations set forth at 49 C.F.R. part 1180, as adopted in Major Rail Consolidation Procedures, 5 S.T.B. 539 (2001). The STB also denied CN’s motion to approve its proposed voting trust agreement as incomplete, without prejudice to filing a new motion.

On the morning of May 20, 2021, Mr. Creel contacted Mr. Ottensmeyer to notify him that CPRL did not intend to propose revisions to the prior CP merger agreement, explaining that, in CPRL’s view, it would be destructive to CPRL’s and KCS’s mutual interests to engage in a bidding war with CN. Shortly thereafter, Mr. Creel publicly announced CPRL’s intention not to increase its offer. Later that afternoon, the KCS board convened a meeting to discuss next steps with respect to the revised CN proposal. The KCS board reviewed again with KCS’s financial and legal advisors the financial terms of the revised CN proposal in comparison to the financial terms of the prior CP merger agreement. The KCS board also discussed the regulatory considerations associated with pursuing a transaction with CN and CPRL, including the STB’s determinations with respect to CN’s and CPRL’s proposed voting trust agreements, and considered the possibility of seeking additional enhancements to CN’s proposal. The KCS board then directed management to reach out to CN to request a further increase in the exchange ratio so as to restore the $325.00 per share valuation of the CN proposal based on the current market price of CN common shares and a revised “escalating” reverse termination fee that would increase by $100.0 million per month in the event CN were unable to obtain STB voting trust approval within three months of the execution of a merger agreement with KCS.

Following the meeting, Mr. Ottensmeyer contacted Mr. Ruest to convey the requests from the KCS board. Later that evening, Mr. Ruest reached out to Mr. Ottensmeyer to indicate that CN was not willing to make any further changes to the revised CN proposal.

On the morning of May 21, 2021, the KCS board met again. Mr. Ottensmeyer updated the KCS board as to his conversations with Mr. Ruest, after which a discussion followed among the directors as to potential next steps. A representative of Wachtell Lipton discussed with the board its fiduciary duties under Delaware law. Thereafter,

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representatives of each of the financial advisors presented to the KCS board their respective financial analyses and each financial advisor rendered to the KCS board its oral opinion, which was subsequently confirmed in writing on the same date, to the effect that, as of such date and based upon and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, as set forth in each financial advisor’s respective written opinion, the consideration to be received in the transaction with CN by holders of KCS common stock (other than certain excluded shares as described in the merger agreement) was fair, from a financial point of view, to such holders. After further discussion and deliberation, the KCS board unanimously determined that the revised CN proposal continued to constitute a company superior proposal and approved the termination of the prior CP merger agreement, KCS’s payment of the $700.0 million CP termination payment to CPRL pursuant to the terms of the prior CP merger agreement and KCS’s entry into the merger agreement with CN. The KCS board also approved the updated retention and severance arrangements set forth in the revised CN proposal.

Following the completion of the KCS board meeting, KCS management notified CPRL of the KCS board’s determination, after which KCS terminated the prior CP merger agreement and paid the $700.0 million CP termination payment to CPRL. Shortly thereafter, KCS delivered an executed signature page to the CN agreement, which had already been executed by CN, and KCS and CN issued a joint press release announcing the transaction. Following execution of the CN agreement, an affiliate of CN reimbursed KCS for the $700.0 million CP termination payment paid to CPRL.

On May 26, 2021, representatives of KCS and CN jointly filed with the STB a renewed motion for approval of CN’s proposed voting trust agreement. The motion included, among other things, a commitment by CN to divest KCS’s 70-mile line between New Orleans and Baton Rouge following the consummation of a transaction and STB final approval.

On June 8, 2021, the STB issued a timetable for reviewing CN’s proposed voting trust agreement. The STB directed KCS and CN to file certain additional materials relating to the financial condition of CN with the STB by June 14, 2021 and requested public comments on CN’s proposed voting trust on June 28, 2021 and KCS’s and CN’s replies on July 6, 2021.

On June 22, 2021, CN filed with the SEC a preliminary Form F-4 registration statement with respect to the CN common shares issuable in the proposed merger with KCS. The registration statement included a preliminary proxy statement of KCS relating to the KCS stockholder meeting proposed to be convened to vote on the CN merger (the “KCS-CN merger approval stockholder meeting”).

On July 2, 2021, KCS fixed and announced August 19, 2021 as the date for the KCS-CN merger approval stockholder meeting.

On July 7, 2021, CN filed with the SEC a final prospectus with respect to the CN common shares issuable in the proposed merger with KCS and KCS filed a definitive proxy statement with respect to KCS-CN merger approval stockholder meeting.

On July 29, 2021, CPRL filed with the SEC a preliminary proxy statement in connection with the solicitation of votes against the CN merger at the KCS-CN merger approval stockholder meeting. On August 9, 2021, CPRL filed with the SEC a definitive proxy statement in connection with the solicitation of votes against the CN merger at the KCS-CN merger approval stockholder meeting.

On the morning of August 10, 2021, KCS received an unsolicited written proposal from CPRL (the “revised CPRL proposal”) to acquire KCS for 2.884 CPRL common shares and $90.00 in cash per share of KCS common stock (valued at $300.00 per share of KCS common stock based on the market price of CPRL common shares at the time). The revised CPRL proposal contemplated that CPRL and KCS would enter into a merger agreement with substantially similar terms to those of the CN agreement and included proposed forms of a merger agreement and a voting trust agreement. The revised CPRL proposal indicated that, in connection with KCS’s termination of the CN agreement, CPRL would remit $1.4 billion to KCS to reimburse KCS for the payment of

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the $700.0 million termination payment that would be due to CN and the $700.0 million refund that would be due to an affiliate of CN with respect to the CN affiliate’s reimbursement of the CP termination payment previously paid by KCS to CPRL. The revised CPRL proposal contemplated that KCS would be required to refund the full amount of the reimbursement in connection with the termination of a merger agreement under specified circumstances. In the afternoon of August 10, 2021, the STB announced that it expected to issue a decision on CN’s proposed voting trust no later than August 31, 2021. The KCS board convened a meeting on the same day, together with members of senior management and representatives of KCS’s legal advisors for a preliminary review of the revised CPRL proposal and to discuss the STB’s announcement and potential next steps. The KCS board instructed Mr. Ottensmeyer to reach out to Mr. Ruest to inquire as to whether CN would be willing to increase its purchase price or otherwise improve the terms of its proposed merger in light of the receipt of the revised CPRL proposal and the STB’s recent announcement.

On August 11, 2021, Mr. Ottensmeyer contacted Mr. Ruest to communicate the KCS board’s inquiry. Later that day, Mr. Ruest indicated that CN was not prepared to increase its proposed purchase price or otherwise modify the terms of the proposed transaction, but that CN would support a decision by the KCS board (if the KCS board so decided) to adjourn the KCS-CN merger approval stockholder meeting to take place after the STB’s announcement of a final ruling on the CN voting trust.

On August 12, 2021, the KCS board held a meeting, together with members of senior management and representatives of Morgan Stanley, BofA Securities and KCS’s legal advisors. Representatives of Morgan Stanley and BofA Securities shared their perspectives on the financial terms of the revised CPRL proposal in comparison to the financial terms of the CN agreement. The KCS board reviewed the potential synergies for a combination with each of CN and CPRL and discussed with management and the advisors the potential capacity of each party to further enhance the terms of a transaction, including the feedback Mr. Ottensmeyer had received from Mr. Ruest regarding CN’s unwillingness to improve the terms of its proposal. The KCS board also discussed the feedback received from investors and the potential paths available to KCS and reviewed again the regulatory considerations and issues relating to a combination with CPRL relative to CN. The KCS board then determined that the revised CPRL proposal did not constitute, and could not reasonably be expected to lead to, a “Company Superior Proposal”, as defined in the CN agreement (which, for purposes of the remainder of this section of this proxy statement/prospectus, we refer to as a “company superior proposal”). The KCS board also determined to adjourn the KCS-CN merger approval stockholder meeting in the event the STB did not release a public decision on the CN voting trust by August 17, 2021, at 6:00 p.m., Central Time. Shortly thereafter, KCS issued a press release announcing its decision. Because the STB had not yet released its decision on the CN voting trust, on August 19, 2021, KCS convened and adjourned the KCS-CN merger approval stockholder meeting until September 3, 2021.

On August 31, 2021, the STB announced a unanimous decision rejecting the use of a voting trust agreement in connection with the proposed transaction between KCS and CN. Later that day, Mr. Creel called Mr. Ottensmeyer to renew and reaffirm the terms of the revised CPRL proposal, which Mr. Creel conveyed in writing to Mr. Ottensmeyer shortly after the conclusion of their call, together with proposed forms of a merger agreement and a voting trust agreement. The letter indicated that the revised CPRL proposal would expire at 11:59 p.m., Eastern Time, on September 12, 2021, if KCS did not deliver evidence to CPRL by that time that KCS had delivered to CN notice of its intention to terminate the CN agreement and enter into a merger agreement with CPRL. At 8:00 p.m., Eastern Time, the KCS board convened a meeting, with members of senior management and representatives of Morgan Stanley, BofA Securities and KCS’s legal advisors, to discuss the developments of the day. After deliberation, in light of these developments, the KCS board determined to further adjourn the KCS-CN merger approval stockholder meeting.

On September 3, 2021, KCS convened and adjourned the KCS-CN merger approval stockholder meeting until September 24, 2021.

On the morning of September 4, 2021, the KCS board held a meeting, together with members of senior management and representatives of Morgan Stanley, BofA Securities and KCS’s legal advisors, to discuss the

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revised CPRL proposal and potential next steps. Representatives of Morgan Stanley and BofA Securities again provided their perspectives on the financial terms of the revised CPRL proposal in comparison to the financial terms of the CN agreement. The KCS board reviewed an illustrative expected value comparison with respect to the CN and CPRL offers weighted, respectively, by a range of probabilities of consummating a voting trust transaction in connection with each offer. Mr. Ottensmeyer also informed the KCS board that Mr. Ruest had indicated that CN would be willing to join KCS in an appeal of the STB ruling denying approval of the CN voting trust, and would be willing to explore the possibility of pursuing a combination of KCS and CN without a voting trust, but that CN would not be willing to increase the merger consideration or the reverse termination fee that would be payable to KCS if regulatory approval were not obtained.

The KCS board then discussed a proposed list of potential enhancements to request from CN and CPRL. These included, with respect to CN, requests to appeal the STB decision and increase the proposed purchase price and reverse termination fee due to KCS (notwithstanding Mr. Ruest’s statements to Mr. Ottensmeyer), and with respect to CPRL, requests to increase the proposed purchase price, reduce the amount of the reimbursement that would be refundable by KCS under certain circumstances from $1.4 billion to $700.0 million, permit KCS to pay a one-time special dividend to KCS stockholders prior to closing, revise the contemplated transaction structure so that the transaction could qualify as a “reorganization” within the meaning of Section 368(a) of the Code (as was contemplated in the prior CP merger agreement) and enhance the flexibility of KCS to undertake certain actions following the execution of a merger agreement with CPRL without CPRL’s prior written consent (such as with respect to the terms of KCS’s retention program and severance arrangements). The KCS board also reviewed a proposed timeline for soliciting revised proposals from CN and CPRL. After consideration of these perspectives, together with analysis of the STB’s ruling on the CN voting trust and the other events of the week, the KCS board determined that the revised CPRL proposal could reasonably be expected to lead to a company superior proposal. Accordingly, the KCS board determined that KCS should provide information to CPRL, and engage in discussions and negotiations with CPRL, with respect to the revised CPRL proposal. The KCS board then directed management, together with KCS’s legal advisors, to seek from CN and CPRL the enhancements discussed with the KCS board. KCS management subsequently notified representatives of CN and CPRL of the KCS board’s determination, after which KCS issued a press release announcing its decision and intent to engage in discussions with CPRL.

Over the following week, KCS provided CPRL with renewed access to a virtual data room and various business and legal due diligence materials, including a copy of the KCS long-range plan, and responded to diligence requests and questions from CPRL. In addition, CPRL provided KCS with renewed access to a virtual data room and various reverse diligence materials, including a copy of CPRL’s internal five-year financial forecast (the “CPRL five-year plan”). Additionally, during this time, members of KCS management and representatives of KCS’s legal advisors discussed with their counterparts at CN and CPRL the proposed enhancements sought by the KCS board with respect to their respective proposals. On September 5, 2021, representatives of Wachtell Lipton sent to representatives of Sullivan & Cromwell a revised draft of the merger agreement reflecting these requested enhancements.

On September 6, 2021, Mr. Creel reached out to Mr. Ottensmeyer to express that CPRL was prepared to reduce the amount of the reimbursement that would be refundable by KCS under certain circumstances from $1.4 billion to $700.0 million, revise the contemplated transaction structure so that the transaction could qualify as a “reorganization” within the meaning of Section 368(a) of the Code and accept several of KCS’s requests for enhanced flexibility during the pendency of the transaction, including with respect to the terms of KCS’s retention program and severance arrangements. Mr. Creel indicated that CPRL was unwilling to accept KCS’s other requests, including the request for any additional merger consideration and the ability to pay a one-time special dividend to KCS stockholders. On the next day, representatives of Sullivan & Cromwell sent to representatives of Wachtell Lipton revised drafts of the transaction documents reflecting the positions communicated by Mr. Creel. Representatives of Wachtell Lipton and Sullivan & Cromwell subsequently discussed various minor revisions to the transaction documents.

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On September 9, 2021, Mr. Ruest reiterated CN’s position that CN would be willing to pursue an appeal of the STB ruling and to explore the possibility of pursuing a combination of KCS and CN without a voting trust, but that CN would not be willing to increase its merger consideration or reverse termination fee.

On the night of September 11, 2021, representatives of Sullivan & Cromwell sent to representatives of Wachtell Lipton a binding offer letter, dated September 12, 2021, and final forms of merger agreement and other transaction documents (collectively, the “final CPRL proposal”). The binding offer letter indicated that the final CPRL proposal could be accepted at any time prior to 5:00 p.m. Eastern Time on September 20, 2021, assuming that the KCS board determined that the final CPRL proposal constituted a company superior proposal and KCS delivered to CN, no later than 11:59 p.m. Eastern Time on September 12, 2021, notice of KCS’s intention to terminate the CN agreement and enter into a merger agreement with CPRL.

On the morning of September 12, 2021, the KCS board met, together with members of senior management and representatives of Morgan Stanley, BofA Securities and KCS’s legal advisors, to discuss the final CPRL proposal. The KCS board reviewed the terms of the final CPRL proposal relative to the terms of the CN agreement and discussed potential next steps and the requirements of the CN agreement with respect to any further engagement with CPRL, including the obligation of KCS to provide CN the opportunity for at least five business days to attempt to match the terms of the final CPRL proposal in the event the KCS board determined that the final CPRL proposal constituted a company superior proposal. Representatives of Morgan Stanley and BofA Securities also provided to the KCS board their respective financial analyses. The representatives stated that they had each reviewed the terms of the final CPRL proposal with their respective fairness committees and that, absent any material developments following the conclusion of the meeting, the financial advisors stood ready to deliver customary fairness opinions with respect to the final CPRL proposal at such time as the KCS board were to consider terminating the CN agreement and accept the final CPRL proposal.

Following these presentations and discussions, the KCS board determined that the final CPRL proposal constituted a company superior proposal and directed management to notify CN of the KCS board’s intention to terminate the CN agreement and to enter into a definitive agreement with respect to the final CPRL proposal unless, at the end of the five business day period following the notice, the KCS board determined that the final CPRL proposal no longer constituted a company superior proposal. After the end of the meeting, members of KCS management communicated the KCS board’s determination to representatives of CN and CPRL and KCS issued a press release announcing the KCS board’s determination.

On September 13, 2021, members of KCS and CN management and representatives of their respective legal advisors began discussing the possibility of entering into a waiver letter agreement pursuant to which CN would agree to waive the five business day match period under the CN agreement. Representatives of CN reiterated the position that CN was unwilling to offer any additional merger consideration or increase the amount of the reverse termination fee contemplated by CN’s proposed transaction with KCS. On September 14, 2021, representatives of CN communicated to KCS that CN was prepared to enter into the waiver letter agreement. Shortly thereafter, representatives of KCS notified CPRL of CN’s intention to waive the five business day match period under the CN agreement and that, as such, the KCS board would convene a meeting the next morning to make a final determination as to whether or not to terminate the CN agreement and accept the final CPRL proposal.

On the morning of September 15, 2021, the KCS board held a meeting. A representative of Wachtell Lipton discussed with the board its fiduciary duties under Delaware law. Thereafter, representatives of each of the financial advisors presented to the KCS board their respective financial analyses and each financial advisor rendered to the KCS board its oral opinion, which was confirmed by delivery of its written opinion dated September 15, 2021, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by such financial advisor, as set forth in such financial advisor’s written opinion, the consideration to be received by holders of KCS common stock (other than certain excluded shares as described in the merger agreement) in the transaction with CPRL was fair, from a financial point of view, to such holders. The full text of the written opinion of each of Morgan Stanley and BofA Securities is attached to this proxy statement as Annexes B and C, respectively, and is incorporated by reference in this proxy statement in its entirety. See also the sections entitled

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“The KCS Merger Proposal—Opinion of Morgan Stanley” and “The KCS Merger Proposal—Opinion of BofA Securities” on pages 72 and 85, respectively. After further discussion and deliberation, the KCS board unanimously determined that the final CPRL proposal continued to constitute a company superior proposal and approved the proposed waiver letter agreement with CN, termination of the CN merger agreement, KCS’s payment of the $700.0 million CN agreement termination payment and the $700.0 million CN refund owed to CN (or its affiliates) under the terms of the CN agreement, and KCS’s entry into the merger agreement with CPRL. The KCS board also approved the updated retention and severance arrangements set forth in the final CPRL proposal.

Following the completion of the KCS board meeting, KCS management notified CN of the KCS board’s determination, after which KCS and CN entered into the waiver letter agreement and KCS terminated the CN agreement and paid the $700.0 million CN agreement termination payment. Shortly thereafter, KCS delivered an executed signature page to the merger agreement with CPRL, which had already been executed by CPRL, and KCS and CPRL issued a joint press release announcing the transaction. Following execution of the merger agreement, CPRL remitted to KCS $700.0 million in connection with the payment of the CN agreement termination payment made by KCS to CN, KCS paid the $700.0 million CN refund to an affiliate of CN, and CPRL remitted to KCS $700.0 million in connection with the payment of the CN refund made by KCS to an affiliate of CN.

Recommendation of the KCS Board; KCS’s Reasons for the Transaction

At a special meeting held on September 15, 2021, the KCS board unanimously: (1) determined that it was in the best interests of KCS and its stockholders, and declared it advisable, to enter into the merger agreement with CPRL; (2) approved the execution, delivery and performance of the merger agreement and the transactions contemplated by the merger agreement (including the merger); (3) recommended that the stockholders of KCS adopt the merger agreement; and (4) directed that the merger agreement be submitted to a vote at a meeting of KCS’s stockholders. The KCS board unanimously recommends that KCS stockholders vote “FOR” the merger proposal.

In evaluating the transaction and in reaching its determinations and making its recommendations with respect to the merger agreement, the KCS board consulted with KCS senior management and outside legal and financial advisors over the course of several meetings, and considered a number of factors, including the following material factors that weighed in favor of the transaction.

Strategic Considerations and Synergies:

• The KCS board believes the transaction will create the first rail network connecting the U.S., Mexico and Canada, with the ability to deliver dramatically expanded market reach for KCS and CPRL customers, provide new competitive transportation options, provide infrastructure, public safety and environmental benefits through truck to rail conversion opportunities, and support North American economic growth;

• The KCS board believes CPRL and KCS are the fastest growing Class 1 railroads, with significant success in the transformation to Precision Scheduled Railroading;

• The KCS board considered a synergy analysis (based on CPRL’s synergies analysis) showing annualized EBITDA synergies for the combined company of approximately $990 million (plus $20 million of capital expenditure and depreciation and amortization synergies) expected to be realized within the first three years after the transaction, primarily by executing the combined growth strategies of KCS and CPRL with new efficiencies for customers and improved on-time performance under their respective PSR programs; the KCS board also considered a more conservative synergy analysis

prepared by KCS management showing EBITDA synergies of approximately $377 million (plus

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$23 million of capital expenditure and depreciation and amortization synergies) over three years, and assessed both synergy analyses in making its decision, as further described in the section entitled “KCS Unaudited Prospective Financial Information”;

• The KCS board believes that the combined company will have the scale, balance sheet strength, financial flexibility, and free cash flow to fund future growth, and improved ability to access the capital markets on more favorable terms than available to KCS as an independent company, which would allow the combined company to be more competitive in capturing strategic opportunities;

• The KCS board received information from and had discussions with KCS’s management, in consultation with outside financial advisors, regarding CPRL’s business, results of operations, financial and market position, KCS management’s expectations concerning the combined company’s business and financial prospects, and historical and current trading prices of CPRL common shares;

Attractive Value and Mix of Consideration

• The KCS board considered the aggregate value and nature of the consideration to be received in the transaction by KCS stockholders, including:

• that the merger consideration had an implied value per share of KCS common stock of $300, based on the closing price of CPRL common shares on the NYSE as of August 9, 2021 (the last full trading day prior to the date on which CPRL submitted the revised CPRL proposal), which represented a premium of approximately 34% to KCS stockholders based on the unaffected closing price of KCS common stock on March 19, 2021 (the last trading day before the KCS board’s approval of and the announcement of the prior CP merger agreement);

• that based on CPRL’s market price on September 13, 2021, approximately 69% of the merger consideration consists of CPRL common shares, with the CPRL common shares to be issued to KCS common stockholders constituting approximately 28% of the outstanding shares of CPRL common shares following the transaction, offering KCS common stockholders the opportunity for meaningful ownership participation in the future earnings, dividends, synergies and growth of the combined company, a company which the KCS board considers to be an attractive investment for the reasons discussed above in the section entitled “Strategic Considerations and Synergies”;

• that based on CPRL’s market price on September 13, 2021, approximately 31% of the merger consideration consists of cash, which provides KCS stockholders with immediate liquidity for a portion of their shares; and

• that the first merger and the second merger, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and that Section 367(a)(1) of the Code will not apply to cause the mergers to result in gain recognition by holders of KCS common stock that exchange their shares of KCS common stock for the merger consideration (other than any Excepted Shareholder), as more fully described in the section entitled “Material U.S. Federal Income Tax Consequences”;

Attractive Strategic Alternative:

• The KCS board believes that the transaction with CPRL is attractive in comparison to the alternative of remaining independent and continuing to execute on KCS’s long-range business strategy and is also attractive in comparison to other alternatives, including the CN agreement. In this regard, the KCS board considered:

• the course and history of KCS’s discussions and competitive negotiations with Party A and CN, including: (i) the fact that, after six rounds of bidding, Party A’s last proposal to acquire KCS for

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$250.00 per share in cash was significantly lower in value than both CN’s and CPRL’s proposals and did not offer the opportunity for ongoing participation in the combined company’s future performance; and (ii) the fact that CN determined that it was unwilling to increase the consideration or otherwise enhance the transaction terms offered in its proposal to acquire KCS following the announcement by the STB of its unanimous decision to reject CN’s proposed voting trust;

• the fact that the STB had already approved the CPRL voting trust, and that the merger agreement, including the form of voting trust, was substantially identical to the prior CP merger agreement but for the increase in the share consideration of the merger consideration;

• the confidence of CPRL in its ability to obtain approval for the full combination of CPRL and KCS as demonstrated by its willingness to close into a voting trust, as more fully described below under “Terms of the Merger Agreement”;

• the fact that, in the six months following public announcement of the prior CP merger agreement, no party other than CN had submitted a competing proposal, and the fact that the merger agreement, like the CN agreement, would permit KCS to terminate the merger agreement to accept a superior proposal, subject to certain conditions, were an unsolicited proposal to be made after announcement of the transaction, as more fully described below under “Terms of the Merger Agreement”;

Opinions of KCS’s Financial Advisors

• The KCS board considered the financial presentations by KCS’s financial advisors and the oral opinion of each such financial advisor rendered to the KCS board, which was confirmed by delivery of a written opinion dated September 15, 2021, to the effect that, as of such date and based upon and subject to the assumptions made, the procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by such financial advisor, as set forth in such financial advisor’s written opinion, the consideration to be received by the holders of KCS common stock (other than certain excluded shares as described in the merger agreement) in the transaction was fair, from a financial point of view, to such holders. The full text of the written opinion of each of Morgan Stanley and BofA Securities is attached to this proxy statement as Annexes B and C, respectively, and is incorporated by reference in this proxy statement in its entirety. See also the sections entitled “The KCS Merger Proposal—Opinion of Morgan Stanley” and “The KCS Merger Proposal—Opinion of BofA Securities” on pages 72 and 85, respectively;

Timing and Likelihood of Completion of the Transaction

• The KCS board considered the willingness of CPRL to close into a voting trust, allowing KCS stockholders to receive the merger consideration immediately following the completion of the voting trust transaction, which is currently expected to be completed by the first quarter of 2022, rather than waiting for CPRL to obtain STB final approval from the STB before KCS stockholders would receive the merger consideration;

• The KCS board considered the limited closing conditions to the completion of the transaction, the absence of a financing condition or similar contingency that is based on CPRL’s ability to obtain financing and the strong commitment made by CPRL to obtain regulatory approvals, as further described in the section entitled “The KCS Merger Proposal—Regulatory Approvals Required for the Transaction” on page 110 and “The Merger Agreement—Regulatory Filings and Efforts; Other Actions” on page 160;

Terms of the Merger Agreement

• The KCS board considered the ability of KCS, subject to specified limitations, to respond to and

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engage in discussions regarding unsolicited third-party acquisition proposals under certain circumstances and, ultimately, to terminate the merger agreement in order to enter into a definitive agreement providing for a superior proposal to the merger with CPRL, subject to compliance with the procedural terms and conditions set forth in the merger agreement and the payment of the $700.0 million CP termination payment to CPRL and the $700.0 million CN termination amount refund, as further discussed in the section entitled “The Merger Agreement—Termination or Abandonment of the Merger Agreement” on page 164;

• The KCS board considered the terms of the merger agreement that restrict CPRL’s ability to solicit alternative business combination transactions and to provide information to, or engage in discussions with, a third party interested in pursuing an alternative business combination transaction with CPRL, as further discussed in the section entitled “The Merger Agreement—No-Solicitation”;

• The KCS board considered the obligation of CPRL to pay to KCS a termination payment of $1.0 billion upon termination of the merger agreement under specified circumstances, including if (i) the transaction has not been consummated by February 21, 2022 (or, in the event the authorizations required to be obtained from COFECE and the IFT with respect to the transactions contemplated by the merger agreement are the only outstanding conditions to be satisfied or waived as of February 21, 2022, by May 21, 2022) because there is an injunction or similar order prohibiting the transaction or the voting trust transaction arising out of the STB review process or under Section 721 or (ii) such an injunction or order has become final and non-appealable, in each case, as further discussed in the section entitled “The Merger Agreement—Termination or Abandonment of the Merger Agreement” on page 164;

Governance Matters

• The KCS board considered the fact that, following STB final approval (or at such earlier date following the closing of the transaction as may be approved by the STB), four KCS directors will be appointed to the CPRL board, which will allow for oversight of and input into the strategy of the combined company;

The KCS board weighed these factors that it viewed as supporting the merger agreement and the transaction against a number of potentially negative factors, including:

• the fact that completion of the transaction depends on certain factors outside of KCS’s control, including regulatory approvals and CPRL shareholder approval, and that there can be no assurance that the conditions to the transaction will be satisfied even if the merger proposal is approved by KCS stockholders;

• the potential consequences of non-consummation of the transaction, including the potential negative impacts on KCS, its business and the trading price of its shares of common stock;

• CPRL’s unwillingness to agree to adjustments in the fixed exchange ratio to protect against any decrease in the trading price of CPRL common shares prior to the consummation of the transaction;

• the terms of the merger agreement that restrict KCS’s ability to solicit alternative acquisition proposals and to provide information to, or engage in discussions with, a third party interested in pursuing an alternative acquisition proposal, as further discussed in the section entitled “The Merger Agreement—No Solicitation” on page 151, though the KCS board also considered that such terms do not prevent such discussions if certain criteria are met;

• the obligation of KCS to pay to CPRL the CP termination payment of $700.0 million upon termination of the merger agreement and to pay to CPRL the $700.0 million CN termination amount refund in the event KCS accepts a superior proposal, though the KCS board determined that the obligation was reasonable and not preclusive or coercive;

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• the potential for diversion of management and employee attention, and potential retention challenges, due to the possible effects of the announcement and pendency of the transaction, though the KCS board also considered and approved a retention program and severance arrangements in connection with the transaction, as discussed in the sections entitled “Interests of KCS’s Directors and Executive Officers in the Transaction—Executive Severance Arrangements” on page 103 and “Interests of KCS’s Directors and Executive Officers in the Transaction—Retention Program” on page 105;

• the difficulty and costs inherent in integrating large and diverse businesses;

• the fact that forecasts of future results of operations and synergies are necessarily estimates based on assumptions, and that for these and other reasons there is a risk of not realizing anticipated performance or capturing potential synergies and other benefits expected to be obtained as a result of the transaction; and

• the risks and other considerations of the type and nature described under the sections entitled “Risk Factors” on page 22 and “Cautionary Statement Regarding Forward-Looking Statements” on page 37.

The KCS board considered the factors described above as a whole, including through engaging in discussions with KCS senior management and KCS’s outside legal and financial advisors. Based on this review and consideration, the KCS board unanimously concluded that these factors, on balance, supported a determination that the merger agreement and the transactions contemplated by the merger agreement, including the transaction, were advisable and in the best interests of KCS stockholders, and to make its recommendation to KCS stockholders that they vote to adopt the merger agreement.

In addition, the KCS board was aware of and considered the fact that KCS’s directors and executive officers may have certain interests in the transaction that are different from, or in addition to, the interests of KCS stockholders generally, including the treatment of equity awards held by such directors and executive officers in the transaction, as described in the section entitled “Interests of KCS’s Directors and Executive Officers in the Transaction” on page 102.

The foregoing discussion describes the material factors that the KCS board considered, but is not, and is not intended to be, exhaustive. The KCS board collectively reached the conclusion to approve the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, in light of the various factors described above and other factors that the members of the KCS board believed appropriate. In view of the complexity and wide variety of factors, both positive and negative, that the KCS board considered in connection with its evaluation of the transaction, the KCS board did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision. In considering the factors discussed above, individual directors may have given different weights to different factors.

The foregoing discussion of the information and factors considered by the KCS board in approving the merger agreement is forward-looking in nature. This information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” on page 37.

Board of Directors and Management of CPRL after the Transaction

Board of Directors

All current members of the CPRL board will continue to serve as directors of the combined company. Under the merger agreement, CPRL has agreed to appoint four of the members of the KCS board to serve as directors on the CPRL board as of the control date, in each case until such director’s successor is elected and qualified or the earlier of such director’s death, resignation or removal, in each case in accordance with CPRL’s constating documents. In the event that after the effective time any of the four KCS directors selected to be part of the CPRL board upon the control date indicates that he or she plans to resign as a director of KCS and is willing to become a director of CPRL, CPRL would need to seek the approval of the STB in order for such director to be appointed prior to the control date.

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Management

Following the effective time, the management and board of directors of KCS will continue to manage the second surviving corporation while its outstanding shares of capital stock are held in the voting trust, pursuing its independent business plan and growth strategies. Following receipt of STB final approval, CPRL (through its indirect wholly owned subsidiary, merger holdco) will acquire control of KCS, the two companies will be combined and Mr. Keith Creel, the current President and Chief Executive Officer of CPRL, will serve as Chief Executive Officer of the combined company as of the control date. The other members of the executive management team of CPRL following the control date have not yet been determined, and will be communicated in due course.

Information about the current directors and senior management of CPRL and KCS can be found in the documents listed under the section entitled “Where You Can Find Additional Information” on page 230.

CPRL’s Reasons for the Transaction

At its meeting held on September 11, 2021, after due consideration and extensive consultation with CPRL’s management and outside legal and financial advisors to both CPRL and the CPRL board, the CPRL board unanimously approved the merger agreement and the transactions contemplated by the merger agreement and authorized the issuance of CPRL common shares under the merger agreement. In doing so, the CPRL board considered the business, assets and liabilities, results of operations, financial performance, strategic direction and prospects of CPRL and KCS, with a view to the best interests of CPRL. In making its determination, the CPRL board considered a number of factors (which are not necessarily presented in order of relative importance) with a view to the best interests of CPRL, including the following:

• the creation, as a result of the transaction, of the first rail network connecting the U.S., Mexico and Canada and the expected ability to deliver significantly expanded market reach for customers served by CPRL and KCS and provide new competitive transportation service options, including new single-line hauls across the combined company’s continent-wide network, while improving route efficiency and reducing transit times; the expected benefits to CPRL’s business, assets, financial condition, results of operations, business plan and prospects after CPRL’s combination with KCS following receipt of STB final approval, including the expected pro forma effect of the transaction on the combined company;

• the expectation that, after CPRL’s combination with KCS following receipt of STB final approval, a single integrated rail system will connect premier ports on the U.S. Gulf, Atlantic and Pacific coasts with key overseas markets, and that CPRL and KCS’s combined network will result in increased efficiency and simplicity for the combined company’s customers, including grain, automotive, auto-parts, energy, intermodal and other shippers;

• the belief that CPRL’s and KCS’s cultures are aligned and rooted in the highest safety, service and performance standards and that CPRL and KCS are both committed to improving sustainability and have made science-based pledges in-line with the Paris Agreement to improve fuel efficiency and lower emissions in support of a more sustainable North American supply chain;

• the expectation that the combination will create a more competitive network, while remaining the smallest of six U.S. Class 1 railroads by revenue, and spur greater rail-to-rail competition and greater support for customers in growing their rail volumes;

• CPRL management’s identification of approximately $1,000 million in annualized synergies (comprised of cost savings of $180 million and $820 million in EBITDA growth from market opportunities) expected to be realized within the first three years after receipt of STB final approval and the expectation that CPRL’s combination with KCS following receipt of STB final approval would be accretive to CPRL’s adjusted diluted earnings per share;

• the CPRL board’s knowledge of, and CPRL’s discussions with KCS management regarding, KCS’s business operations, financial condition, earnings and prospects and its knowledge of CPRL’s business,

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operations, financial condition, earnings and prospects, taking into account KCS’s publicly filed information and the results of CPRL’s due diligence investigation of KCS;

• the expectation the combined company will benefit from the continued strong leadership of CPRL’s experienced President and Chief Executive Officer and the addition of KCS’s seasoned management team will bring valuable expertise and talent to the operations of the combined company;

• the exchange ratio is fixed and will not be adjusted for fluctuations in the market price of CPRL common shares or shares of KCS common stock between the date of the merger agreement and the closing of the transaction;

• the aggregate cash consideration is fixed, which gives CPRL additional certainty regarding the amount of cash required to be paid by CPRL to consummate the transaction;

• the belief, after a thorough review of other business combination and strategic opportunities reasonably available to CPRL, that the transaction represents the most attractive opportunity for CPRL and that its review did not present a better alternative;

• the ability of CPRL, in specified circumstances, to provide information to and to engage in discussions or negotiations with a third party that makes an unsolicited acquisition proposal, as further described in the section entitled “The Merger Agreement – No Solicitation,” on page 151;

• the ability of the CPRL board, in specified circumstances, to change its recommendation to CPRL shareholders concerning the transaction, as further described in the section entitled “The Merger Agreement—Change of Recommendation,” on page 153;

• other favorable terms of the merger agreement, including:

• restrictions on KCS’s ability to solicit alternative business combination transactions and to provide confidential due diligence information to, or engage in discussions with, a third party interested in pursuing an alternative business combination transaction with KCS, as further discussed in the section entitled “The Merger Agreement—No Solicitation” on page 151;

• the obligation of KCS to pay CPRL a termination payment of $700.0 million upon termination of the merger agreement under specified circumstances and/or the CN termination amount refund of $700.0 million under specified circumstances; and

• the requirement that KCS hold a stockholder vote on the adoption of the merger agreement, even though the KCS board may have withdrawn or changed its recommendation; and

• the probability that the conditions to the transaction will be satisfied.

In connection with its deliberations relating to the transaction, the CPRL board also considered potential risks and negative factors concerning the transactions contemplated by the merger agreement (which are not necessarily presented in order of relative importance), including the following:

• the risk that the KCS stockholders may not approve the KCS merger proposal or that CPRL shareholders may not approve the issuance of CPRL common shares to KCS common stockholders in connection with the transaction and the risk that the transaction might not be completed in a timely manner or at all, despite CPRL’s efforts;

• the effect that the length of time from announcement until closing could have on the market price of CPRL common shares, CPRL’s operating results (particularly in light of the significant costs incurred in connection with the transaction) and the relationships with CPRL’s employees, CPRL shareholders, customers, suppliers, regulators, partners and others that do business with CPRL;

• the risk that the anticipated benefits of the transaction will not be realized in full or in part, including the risk that expected synergies will not be achieved or will not be achieved in the expected time frame;

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• the risk that regulatory authorities may not approve the transaction or may impose burdensome terms or conditions, giving rise to increased pre-tax transaction costs, and the risk that divestitures or other accommodations required by antitrust regulatory authorities may decrease or eliminate the anticipated strategic and other benefits of the transaction to CPRL;

• the risk of diverting the attention of CPRL’s senior management from other strategic priorities to implement the transaction and make arrangements for integration of CPRL’s and KCS’s operations and infrastructure following receipt of STB final approval;

• certain restrictions on the conduct of CPRL’s business during the pendency of the transaction, including restrictions on CPRL’s ability to solicit alternative business combination transactions, although the CPRL board believed that such restrictions were reasonable;

• the requirement that CPRL hold a shareholder vote on the issuance of CPRL common shares in connection with the first merger, even though the CPRL board may have withdrawn or changed its recommendation;

• the obligation of CPRL to pay KCS a termination payment of (i) $1.0 billion upon termination of the merger agreement if certain regulatory approvals are not obtained; or (ii) a termination payment of $700.0 million upon termination of the merger agreement under specified circumstances;

• the exchange ratio is fixed and will not be adjusted in the event that the market price of CPRL common shares increases relative to the market price of shares of KCS common stock between the date of the merger agreement and the closing of the transaction;

• the potential impact on the market price of CPRL common shares as a result of the issuance of the share consideration to KCS common stockholders;

• the ownership dilution to pre-merger holders of CPRL common shares as a result of the issuance of CPRL common shares in connection with the transaction;

• the risks associated with the occurrence of events that may materially and adversely affect the financial condition, properties, assets, liabilities, business or results of operations of KCS and/or its subsidiaries but not entitle CPRL to terminate the merger agreement; and

• the risks described in the section entitled “Risk Factors,” on page 21.

After consideration of these factors, the CPRL board determined that, overall, the potential benefits of the transaction outweighed the potential risks.

The foregoing discussion of factors considered by the CPRL board is not intended to be exhaustive and may not include all the factors considered by the CPRL board. In view of the wide variety of factors considered in connection with its evaluation of the transaction and the complexity of these matters, the CPRL board did not attempt to quantify, rank or otherwise assign any relative or specific weights to the factors that it considered in reaching its determination to approve the merger agreement. In addition, individual members of the CPRL board may have given differing weights to different factors. The CPRL board conducted an overall review of the factors described above and other material factors, including through discussions with, and inquiry of, CPRL’s management and outside legal and financial advisors.

The foregoing description of CPRL’s consideration of the factors supporting the transaction is forward-looking in nature. This information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” on page 36.

Opinions of KCS’s Financial Advisors

Opinion of Morgan Stanley

The KCS board retained Morgan Stanley to act as its financial advisor and to provide it with a financial opinion in connection with the transaction. KCS selected Morgan Stanley to act as its financial advisor based on Morgan

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Stanley’s qualifications, expertise and reputation and its knowledge of the industry, business and affairs of KCS. At the meeting of the KCS board on September 15, 2021, Morgan Stanley rendered its oral opinion, which was confirmed by delivery of a written opinion dated September 15, 2021, to the KCS board to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in its written opinion, the merger consideration to be received by the holders of shares of KCS common stock (other than excluded shares) pursuant to the merger agreement was fair from a financial point of view to such holders of KCS common stock.

The full text of Morgan Stanley’s written opinion to the KCS board, dated September 15, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement/prospectus as Annex B and is incorporated by reference herein in its entirety. The foregoing summary of Morgan Stanley’s opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion and the summary of Morgan Stanley’s opinion below carefully and in their entirety. Morgan Stanley’s opinion was for the benefit of the KCS board, in its capacity as such, and addressed only the fairness from a financial point of view of the merger consideration to be received by the holders of shares of KCS common stock (other than excluded shares) pursuant to the merger agreement as of the date of the opinion and did not address any other aspects or implications of the transaction. Morgan Stanley’s opinion was not intended to, and does not, constitute advice or a recommendation as to how the shareholders of KCS or CPRL should vote at the shareholder meetings to be held in connection with the transaction.

In connection with rendering its opinion, Morgan Stanley, among other things:

(a) reviewed certain publicly available financial statements and other business and financial information of KCS and CPRL, respectively;

(b) reviewed certain internal financial statements and other financial and operating data concerning KCS and CPRL, respectively;

(c) reviewed the KCS management unaudited KCS projections, the KCS management assumed synergies and the KCS management unaudited CPRL projections (each as defined and described in the below section entitled “KCS Unaudited Prospective Financial Information”), in each case prepared by the management of KCS;

(d) reviewed information relating to certain strategic, financial and operational benefits anticipated from the transaction, prepared by the managements of KCS and CPRL, respectively;

(e) discussed the past and current operations and financial condition and the prospects of KCS, including information relating to certain strategic, financial and operational benefits anticipated from the transaction, with senior executives of KCS;

(f) discussed the past and current operations and financial condition and the prospects of CPRL, including information relating to certain strategic, financial and operational benefits anticipated from the transaction, with senior executives of CPRL;

(g) reviewed the reported prices and trading activity for KCS common stock and CPRL common shares;

(h) compared the financial performance of KCS and CPRL and the prices and trading activity of KCS common stock and CPRL common shares with that of certain other publicly-traded companies comparable with KCS and CPRL, respectively, and their securities;

(i) reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

(j) participated in certain discussions and negotiations among representatives of KCS and CPRL and certain parties and their financial and legal advisors;

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(k) reviewed a draft of the merger agreement dated September 10, 2021 (the “draft agreement”), the debt commitment letters, the STB May 6 decision, the form of the voting trust agreement, and certain related documents; and

(l) performed such other analyses, reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by KCS and CPRL, respectively, and formed a substantial basis for its opinion. With respect to the KCS management unaudited KCS projections and the KCS management assumed synergies, Morgan Stanley assumed that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of KCS of the future financial performance of KCS. With respect to the KCS management unaudited CPRL projections, Morgan Stanley assumed that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of KCS of the future financial performance of CPRL, including following consummation of the transaction. In addition, Morgan Stanley assumed that the transaction will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, (i) that the transaction will be treated as a tax-free reorganization pursuant to the Code, (ii) that CPRL will obtain financing in accordance with the terms set forth in the debt commitment letters, (iii) that the STB will permit the transaction to close into the voting trust in accordance with the terms of the STB May 6 decision and the voting trust agreement and (iv) that the definitive merger agreement would not differ in any material respect from the draft agreement. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the transaction, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the transaction. Morgan Stanley relied upon, without independent verification, the assessment by the managements of KCS and CPRL of: (i) the strategic, financial and other benefits expected to result from the transaction; (ii) the timing and risks associated with the integration of KCS and CPRL; (iii) their ability to retain key employees of KCS and CPRL, respectively, and (iv) the validity of, and risks associated with, KCS and CPRL’s existing and future technologies, intellectual property, products, services and business models. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of CPRL and KCS and their legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of KCS’s officers, directors or employees, or any class of such persons, relative to the merger consideration to be received by the holders of shares of KCS common stock in the transaction. Morgan Stanley’s opinion does not address the relative merits of the transactions contemplated by the merger agreement as compared to other business or financial strategies that might be available to KCS, nor does it address the underlying business decision of KCS to enter into the merger agreement or proceed with any other transaction contemplated by the merger agreement. Morgan Stanley expressed no opinion with respect to the treatment of the KCS preferred stock, in the transaction. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of KCS or CPRL, nor was it furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, the date of its opinion. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with the preparation of its opinion to the KCS board. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the

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text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. Morgan Stanley considered a number of factors in analyzing the merger consideration. The fact that points in the ranges of implied equity value per share of KCS common stock derived below were less than or greater than the merger consideration is not necessarily dispositive in connection with Morgan Stanley’s analysis of the merger consideration, but is one of many factors Morgan Stanley considered. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 13, 2021 and is not necessarily indicative of current market conditions.

In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley, at the direction of the KCS board, used and relied upon the KCS management unaudited KCS projections, the KCS management assumed synergies and the KCS management unaudited CPRL projections. For more information, please see the section of this proxy statement captioned “The KCS Merger Proposal – KCS Unaudited Prospective Financial Information” on page 96.

Analyses Related to KCS

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future unlevered free cash flows and terminal value of such company. Morgan Stanley calculated a range of implied equity values per share of KCS common stock as of June 30, 2021, based on estimates of future unlevered free cash flows for the six months ending December 31, 2021 and fiscal years 2022 through 2029 contained in the KCS management unaudited KCS projections, including net debt of KCS as of June 30, 2021 of $3,787 million. Morgan Stanley also calculated a range of terminal values for KCS based on next twelve months (“NTM”) EBITDA exit multiple range of 10.75x to 12.25x, which was selected based on Morgan Stanley’s professional judgment and experience. The estimated unlevered free cash flows and the range of terminal values were then discounted to June 30, 2021 by applying a discount rate range of 6.1% to 7.3%, which was selected based on Morgan Stanley’s professional judgment and experience, to reflect KCS’s estimated weighted average cost of capital. Morgan Stanley used a discount rate range of 6.1% to 7.3% to reflect KCS’s estimated weighted average cost of capital, which was calculated by multiplying the cost of each capital source (debt and equity) by its relevant weight, and then adding the products together to determine the value. Cost of equity was calculated using the Capital Asset Pricing Model (“CAPM”). The CAPM takes into account market risk premium, risk-free rate and beta of the underlying stock. Morgan Stanley used an EBITDA exit multiple range of 10.75x to 12.25x based on KCS’s and comparable companies’ EBITDA multiples over time.

This analysis indicated a range of implied equity values per share of KCS common stock of $226.00 to $280.00, in each case rounded to the nearest $1.00.

Morgan Stanley compared the foregoing range of implied equity values per share of KCS common stock to the closing trading price of KCS common stock as of March 19, 2021 (which was the last trading day prior to the announcement of the execution of the prior CP merger agreement) of $224.16 and the implied value of the merger consideration to be received by holders of shares of KCS common stock in the transaction as of September 13, 2021 of $288.00, rounded to the nearest $1.00.

Comparable Public Company Analysis

Morgan Stanley performed a comparable public company analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and

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compared certain financial information of KCS with corresponding publicly available financial information for other Class 1 Rail companies that shared certain similar characteristics to KCS to derive an implied valuation range for KCS. The companies used in this comparison were the following:

• CPRL

• CN

• Union Pacific Corporation

• Norfolk Southern Corporation

• CSX Corporation

The above companies were chosen based on Morgan Stanley’s knowledge of the industry and because they have businesses that may be considered similar to KCS’s. Although none of such companies are identical or directly comparable to KCS, these companies are publicly traded companies with operations and/or other criteria, such as lines of business, markets, business risks, growth prospects, maturity of business and size and scale of business, that for purposes of its analysis Morgan Stanley considered similar to KCS.

For purposes of this analysis, Morgan Stanley analyzed the following statistics of each of these companies, based on public filings, publicly available research estimates and publicly available financial information published by Capital IQ as of March 19, 2021 (which was the last trading day prior to the announcement of the execution of the prior CP merger agreement) for KCS and CPRL, as of April 19, 2021 (which was the last trading day prior to the announcement of the CN proposal) for CN and as of September 13, 2021 for Union Pacific Corporation, Norfolk Southern Corporation and CSX Corporation:

• the ratio of aggregate value (“AV”), calculated as the market value of equity plus short-term debt, long-term debt, preferred equity and non-controlling interests, net of cash, cash equivalents and investments to estimated fiscal year 2022 EBITDA (which is referred to below as the “2022E AV/EBITDA Ratio”); and

• the ratio of stock price to estimated fiscal year 2022 earnings per share (which is referred to below as the “2022E P/E Ratio”).

The results of Morgan Stanley’s analysis were presented for the comparable companies, as indicated in the following table:

	2022E AV/EBITDA Ratio		2022E P/E Ratio
KCS		13.4x		21.4x
CPRL		14.6x		21.1x
CN		14.2x		22.5x
Union Pacific Corporation		12.9x		18.3x
Norfolk Southern Corporation		12.4x		18.4x
CSX Corporation		11.8x		18.1x
Mean		13.2x		20.0x
Median		13.2x		19.8x

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of 2022E AV/EBITDA Ratio and 2022E P/E Ratio and applied these ranges to KCS’s estimated fiscal year 2022 EBITDA of $1,839 million based on consensus analyst estimates and of $1,827 million based on the KCS management unaudited KCS projections, and to KCS’s estimated fiscal year 2021 earnings per share of $10.50 based on consensus analyst estimates and of $10.75 based on the KCS management unaudited KCS projections. For purposes of this analysis, Morgan Stanley utilized the KCS management unaudited KCS projections and

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consensus analyst estimates. Morgan Stanley then calculated a range of implied equity values per share of KCS common stock as follows, in each case rounded to the nearest $1.00:

	Selected Representative Range		Implied Equity Value Per Share of KCS Common Stock
2022E AV/EBITDA Ratio (KCS management unaudited KCS projections)		12.0x – 14.5x	$	199.00-$248.00
2022E P/E Ratio (KCS management unaudited KCS projections)		18.5x – 22.5x	$	199.00-$242.00
2022E AV/EBITDA Ratio (Consensus)		12.0x – 14.5x	$	200.00-$250.00
2022E P/E Ratio (Consensus)		18.5x – 22.5x	$	194.00-$236.00

Morgan Stanley compared the foregoing ranges of implied equity values per share of KCS common stock to the closing trading price of KCS common stock as of March 19, 2021 (which was the last trading day prior to the announcement of the execution of the prior CP merger agreement) of $224.16 per share and the implied value of the merger consideration to be received by holders of shares of KCS common stock in the transaction as of September 13, 2021 of $288.00 per share, rounded to the nearest $1.00.

No company included in the comparable public company analysis is identical to KCS. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KCS. These include, among other things, the impact of competition on the business of KCS and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of KCS and the industry, and in the financial markets in general. Mathematical analysis is not in itself a meaningful method of using comparable company data.

Morgan Stanley used a 12.0x to 14.5x representative range for 2022E AV/EBITDA Ratio for both KCS and CPRL. This range was based on market data multiples for KCS, CPRL and the four other public Class 1 railroads (CN, Union Pacific Corporation, CSX Corporation and Norfolk Southern Corporation). The KCS and CPRL market data were as of March 19, 2021 (the unaffected date for KCS’s share price), the CN market data was as of April 19, 2021 (the unaffected date for CN’s share price), and the Union Pacific Corporation, CSX Corporation and Norfolk Southern Corporation market data were as of September 13, 2021.

Summary Statistics for 2022E AV / EBITDA Ratio
Minimum	11.8x
Median	13.2x
Mean	13.2x
Maximum	14.6x

Morgan Stanley used a 18.5x to 22.5x representative range for 2022E P/E Ratio for both KCS and CPRL. This range was based on market data multiples for KCS, CPRL and the four other public Class 1 railroads (CN, Union Pacific Corporation, CSX Corporation and Norfolk Southern Corporation). The KCS and CPRL market data were as of March 19, 2021 (the unaffected date for KCS’s share price), the CN market data was as of April 19, 2021 (the unaffected date for CN’s share price), and the Union Pacific Corporation, CSX Corporation and Norfolk Southern Corporation market data were as of September 13, 2021.

Summary Statistics for 2022E P / E Ratio
Minimum	18.1x
Median	19.8x
Mean	20.0x
Maximum	22.5x

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Precedent Transactions and Premia Paid Analysis

Morgan Stanley performed a precedent transactions analysis, which attempts to imply a value of a company based on publicly available financial terms and premia of selected transactions. Morgan Stanley reviewed the publicly available financial information for certain transactions in the railroad industry since June 1994.

For purposes of this analysis, based on publicly available financial information, Morgan Stanley analyzed the ratio of the implied AV to last twelve months EBITDA, referred to as the AV/LTM EBITDA Ratio, for each of the target companies in the selected transactions. The transactions reviewed, the date that each transaction was announced and the corresponding AV/LTM EBITDA Ratios were as follows:

Date Announced	Acquiror	Target	AV/LTM EBITDA Ratio	Transaction Value (in millions)
July 2019	Brookfield Infrastructure Partners L.P. / GIC Pte. Ltd.	Genesee & Wyoming Inc.	13.4x		$8,432
March 2017	GMexico Transportes S.A. de C.V.	Florida East Coast Railway Holdings Corp.	13.6x		$2,100
October 2016	Genesee & Wyoming Australia Pty Ltd.	Glencore Rail (NSW) Pty Limited	11.4x (1)		$866
October 2016	Macquarie Infrastructure and Real Assets	Genesee & Wyoming Australia Pty Ltd. (49%)	11.2x (1)		$1,534
March 2016	Rail Consortium(2)	Pacific National Holdings Pty Ltd.	10.3x		$6,594
February 2015	Genesee & Wyoming Inc.	Freightliner Group Limited (95%)	9.5x		$807
July 2012	Genesee & Wyoming Inc.	RailAmerica, Inc.	10.3x		$2,008
November 2009	Berkshire Hathaway Inc.	Burlington Northern Santa Fe Corp.	8.8x		$43,847
September 2007	Canadian Pacific Railway Limited	Dakota, Minnesota & Eastern Railroad Corporation	15.2x		$1,480
November 2006	Fortress Investment Group LLC	RailAmerica, Inc.	11.7x		$1,055
August 2005	Toll Holding Ltd.	Patrick Corporation	15.0x		$5,284
December 2004	Kansas City Southern	Transportacion Ferroviaria Mexicana, S.A. de C.V. (51%)	6.1x		$1,320
November 2003	Canadian National Railway Company	BC Rail Ltd.	14.4x		$1,204
January 2001	Canadian National Railway Company	Wisconsin Central Ltd.	9.8x		$1,191
February 1998	Canadian National Railway Company	Illinois Central Corp.	11.4x		$2,973
April 1997	CSX Corp. / Norfolk Southern Corporation	Conrail Inc.	12.1x		$12,329
August 1995	Union Pacific Corp.	Southern Pacific Rail Corp.	12.3x		$5,388
March 1995	Union Pacific Corp.	Chicago and North Western Holdings Corporation	8.4x		$2,614
June 1994	Burlington Northern Inc.	Santa Fe Pacific Corporation	7.2x		$5,087
Median			11.4x

(1) G&W Australia transaction multiple was based on NTM projections since LTM were unavailable. All other transactions reflect AV/LTM EBITDA Ratios.

(2) Rail Consortium consists of CPP Investments Limited (33%), Global Infrastructure Partners Inc. (27%), China Investment Corporation (16%), GIC Pte. Ltd. (12%), and British Columbia Investment Management Corporation (12%).

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The selected precedent transactions varied significantly based upon company scale, business risks, growth prospects and geography, as well as prevailing market trends. Based on its analysis of the relevant metrics for each of the precedent transactions and upon the application of its professional judgment and experience, Morgan Stanley selected a representative range of AV/LTM EBITDA Ratio and applied this range to KCS’s last 12 months (“LTM”) COVID-Adjusted EBITDA as of June 30, 2021 of $1,600 million as provided by KCS management, which reflects an add-back of $128 million, as provided by KCS management, for the estimated impact of COVID-19 for the third and the fourth quarters of 2020.

Based on this analysis, Morgan Stanley calculated a range of implied equity values per share of KCS common stock as follows, in each case rounded to the nearest $1.00:

	Selected Representative Range		Implied Equity Value Per Share of KCS Common Stock
AV/LTM EBITDA Ratio		11.0x – 15.0x	$	151.00 – $221.00

Morgan Stanley also reviewed the premia paid for transactions announced between January 1, 2007 and December 31, 2020 with a publicly announced transaction value of more than $1,000 million, as published by Thomson Reuters. The premia paid were calculated based on each of (i) the target company’s closing stock price and (ii) the 52-week high of the target company’s stock price, in each case on the last trading day prior to the public announcement of the transactions. Based on its analysis of the relevant metrics and upon the application of its professional judgment and experience, Morgan Stanley (A) selected a representative range of premia of 15% to 35% with respect to the target companies’ closing stock prices and applied this range of premia to the closing trading price of KCS common stock as of March 19, 2021 (which was the last trading day prior to the announcement of the execution of the prior CP merger agreement) of $224.16 and (B) selected a representative range of premia of (5%) to 20% with respect to the 52-week highs of such target companies’ stock prices and applied this range of premia to the 52-week high price per share of KCS common stock as of March 19, 2021 (which was the last trading day prior to the announcement of the execution of the prior CP merger agreement) of $224.16.

Morgan Stanley’s premia paid analysis was based on precedent transactions with transaction values greater than $1,000 million from 2007 to 2020. The multiple range of 11.0x to 15.0x for the precedent transactions analysis was selected based on Morgan Stanley’s professional experience and judgment.

These analyses indicated ranges of implied equity values per share of KCS common stock of (i) $258.00 to $303.00 and (ii) $213.00 to $269.00, respectively, in each case rounded to the nearest $1.00.

Morgan Stanley compared the foregoing ranges of implied equity values per share of KCS common stock to the closing trading price of KCS common stock as of March 19, 2021 (which was the last trading day prior to the announcement of the execution of the prior CP merger agreement) of $224.16, and the implied value of the merger consideration to be received by holders of shares of KCS common stock in the transaction as of September 13, 2021 of $288.00, rounded to the nearest $1.00.

No company or transaction used in the precedent transactions or premia paid analysis is identical to KCS or the transaction. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KCS. These include, among other things, the impact of competition on the business of KCS or the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of KCS or the industry, and in the financial markets in general. Mathematical analysis is not in itself a meaningful method of using precedent transactions data.

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Other Factors

Morgan Stanley observed certain additional factors that were not considered part of its financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

• Historical Trading Range. For reference only and not as a component of its fairness analysis, Morgan Stanley reviewed the low and high per share trading range of shares of KCS common stock for the 12-month period ending March 19, 2021 (which was the last trading day prior to the announcement of the execution of the prior CP merger agreement). Morgan Stanley observed that during such period the trading range was $101.00 to $224.00 per share of KCS common stock, rounded to the nearest $1.00.

• Equity Research Analysts’ Price Targets. For reference only and not as a component of its fairness analysis, Morgan Stanley reviewed the undiscounted price targets for shares of KCS common stock prepared and published by 20 equity research analysts as of March 19, 2021 (which was the last trading day prior to the announcement of the execution of the prior CP merger agreement). These targets generally reflect each analyst’s estimate of the future public market trading price of shares of KCS common stock. In order to better compare the equity analysts’ stock price targets with the merger consideration, Morgan Stanley discounted each analyst’s price target to present value by applying, for a one year discount period, a discount rate of 7.4%, selected by Morgan Stanley based on the application of its professional judgment and experience to reflect KCS’s cost of equity. This analysis resulted in a discounted analyst price target range for shares of KCS common stock of $186.00 to $239.00 per share, rounded to the nearest $1.00. Morgan Stanley used a discount rate of 7.4% to reflect KCS’s estimated cost of equity. Cost of equity was calculated using the CAPM. The CAPM takes into account market risk premium, risk-free rate and beta of the underlying stock.

• Discounted Equity Value Analysis. For reference only and not as a component of its fairness analysis, Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into a theoretical estimate of the future implied value of a company’s common equity as a function of such company’s estimated future earnings and a theoretical range of trading multiples. The resulting estimated future implied value of equity is subsequently discounted back to the present day at the company’s cost of equity in order to arrive at an illustrative estimate of the present value for the company’s theoretical future implied stock price. Morgan Stanley used a discount rate of 7.4% to reflect KCS’s estimated cost of equity. Cost of equity was calculated using the CAPM. The CAPM takes into account market risk premium, risk-free rate and beta of the underlying stock. Morgan Stanley used a NTM P/E multiple range of 17.0x to 21.0x based on KCS’s and comparable companies’ NTM P/E multiples over time.

In arriving at the estimated equity values per share of KCS common stock, Morgan Stanley selected a representative range of ratio of stock price to future earnings per share (“P/E Multiple”) utilizing the next 12 months (“NTM”) estimated earnings per share and applied this range of multiples to an estimate of fiscal year 2029 earnings per share from the KCS management unaudited KCS projections. Morgan Stanley then discounted the resulting equity values per share to June 30, 2021 at a discount rate of 7.4%, selected by Morgan Stanley based on the application of its professional judgment and experience to reflect KCS’s cost of equity. Based on this analysis, Morgan Stanley derived a range of implied equity values per share of KCS common stock as follows, each rounded to the nearest $1.00:

	Selected Representative Range		Implied Equity Value Per Share of KCS common stock
P/E Multiple		17.0x–21.0x	$	269.00–$328.00

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Analyses Related to CPRL

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future unlevered free cash flows and terminal value of such company. Morgan Stanley calculated a range of implied equity values per CPRL common share as of June 30, 2021, based on estimates of future unlevered free cash flows for the six months ending December 31, 2021 and fiscal years 2022 through 2029 contained in the KCS management unaudited CPRL projections, including net debt of CPRL as of June 30, 2021 of $6,027 million. Morgan Stanley also calculated a range of terminal values for CPRL based on NTM EBITDA exit multiple range of 11.75x to 13.25x, which was selected based on Morgan Stanley’s professional judgment and experience. The estimated unlevered free cash flows and the range of terminal values were then discounted to June 30, 2021 by applying a discount rate range of 5.4% to 6.7%, which was selected based on Morgan Stanley’s professional judgment and experience, to reflect CPRL’s estimated weighted average cost of capital. Morgan Stanley used a discount rate range of 5.4% to 6.7% to reflect CPRL’s estimated weighted average cost of capital, which was calculated by multiplying the cost of each capital source (debt and equity) by its relevant weight, and then adding the products together to determine the value. Cost of equity was calculated using the CAPM. The CAPM takes into account market risk premium, risk-free rate and beta of the underlying stock. Morgan Stanley used an EBITDA exit multiple range of 11.75x to 13.25x based on CPRL’s and comparable companies’ EBITDA multiples over time.

This analysis indicated a range of implied equity values per CPRL common share of $76.00 to $93.00, in each case rounded to the nearest $1.00.

Morgan Stanley compared the foregoing range of implied equity values per CPRL common share to the closing trading price of CPRL common shares on September 13, 2021 of $68.55 and to the closing trading price per CPRL common share on March 19, 2021 (which was the last trading day prior to the announcement of the execution of the prior CP merger agreement) of $75.70 (taking into account the share split).

Comparable Public Company Analysis

Morgan Stanley performed a comparable public company analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial information of CPRL with corresponding publicly available financial information for other Class 1 Rail companies that shared certain similar characteristics to CPRL to derive an implied valuation range for CPRL. The companies used in this comparison were the following:

• KCS

• CN

• Union Pacific Corporation

• Norfolk Southern Corporation

• CSX Corporation

The above companies were chosen based on Morgan Stanley’s knowledge of the industry and because they have businesses that may be considered similar to CPRL’s. Although none of such companies are identical or directly comparable to CPRL, these companies are publicly traded companies with operations and/or other criteria, such as lines of business, markets, business risks, growth prospects, maturity of business and size and scale of business, that for purposes of its analysis Morgan Stanley considered similar to CPRL.

For purposes of this analysis, Morgan Stanley analyzed the following statistics of each of these companies, based on public filings, publicly available research estimates and publicly available financial information published by

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Capital IQ as of March 19, 2021(which was the last trading day prior to the announcement of the execution of the prior CP merger agreement) for KCS and CPRL, as of April 19, 2021 (which was the last trading day prior to the announcement of the CN proposal) for CN and as of September 13, 2021 for Union Pacific Corporation, Norfolk Southern Corporation and CSX Corporation:

• the 2022E AV/EBITDA Ratio; and

• the 2022E P/E Ratio.

The results of Morgan Stanley’s analysis were presented for the comparable companies, as indicated in the following table:

	2022E AV/EBITDA Ratio		2022 E P/E Ratio
KCS		13.4x		21.4x
CPRL		14.6x		21.1x
CN		14.2x		22.5x
Union Pacific Corporation		12.9x		18.3x
Norfolk Southern Corporation		12.4x		18.4x
CSX Corporation		11.8x		18.1x
Mean		13.2x		20.0x
Median		13.2x		19.8x

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of 2022E AV/EBITDA Ratio and 2022E P/E Ratio and applied these ranges to CPRL’s estimated fiscal year 2022 EBITDA of $3,900 million based on consensus analyst estimates and of $3,862 million based on the KCS management unaudited CPRL projections, and to CPRL’s estimated fiscal year 2022 earnings per share of $3.63 based on consensus analyst estimates and of $3.67 based on the KCS management unaudited CPRL projections. For purposes of this analysis, Morgan Stanley utilized the KCS management unaudited CPRL projections and consensus analyst estimates.

Morgan Stanley then calculated a range of implied equity values per CPRL common share as follows, in each case rounded to the nearest $1.00:

	Selected Representative Range		Implied Equity Value Per CPRL Common Share
2022E AV/EBITDA Ratio (KCS management unaudited CPRL projections)		12.0x – 14.5x	$	60.00-$74.00
2022E P/E Ratio (KCS management unaudited CPRL projections)		18.5x – 22.5x	$	68.00-$82.00
2022E AV/EBITDA Ratio (Consensus)		12.0x – 14.5x	$	61.00-$75.00
2022E P/E Ratio (Consensus)		18.5x – 22.5x	$	67.00-$82.00

Morgan Stanley compared the foregoing ranges of implied equity values per CPRL common share to the closing trading price of CPRL common shares on September 13, 2021 of $68.55 and to the closing trading price on March 19, 2021 (which was the last trading day prior to the announcement of the execution of the prior CP merger agreement) of $75.70.

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No company included in the comparable public company analysis is identical to CPRL. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of CPRL. These include, among other things, the impact of competition on the business of CPRL and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of CPRL and the industry, and in the financial markets in general. Mathematical analysis is not in itself a meaningful method of using comparable company data.

Other Factors

Morgan Stanley observed certain additional factors that were not considered part of its financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

• Historical Trading Range. For reference only and not as a component of its fairness analysis, Morgan Stanley reviewed the low and high per share trading range of CPRL common shares for the 12-month period ending March 19, 2021 (which was the last trading day prior to the announcement of the execution of the prior CP merger agreement). Morgan Stanley observed that during such period the trading range was $36.00 to $77.00 per CPRL common share (taking into account the share split), rounded to the nearest $1.00.

• Equity Research Analysts’ Price Targets. For reference only and not as a component of its fairness analysis, Morgan Stanley reviewed the undiscounted price targets for CPRL common shares prepared and published by 24 equity research analysts as of March 19, 2021 (which was the last trading day prior to the announcement of the execution of the prior CP merger agreement). These targets generally reflect each analyst’s estimate of the future public market trading price of CPRL common shares. In order to better compare the equity analysts’ stock price targets with the trading price of CPRL common shares on September 13, 2021 of $68.55 and to the closing trading price of $75.70 on March 19, 2021 (which was the last trading day prior to the execution of the prior CP merger agreement), Morgan Stanley discounted each analyst’s price target to present value by applying, for a one year discount period, a discount rate of 6.4%, selected by Morgan Stanley based on the application of its professional judgment and experience to reflect CPRL’s cost of equity. This analysis resulted in a discounted analyst price target range for CPRL common shares of $64.00 to $76.00 per share, rounded to the nearest $1.00. Morgan Stanley used a discount rate of 6.4% to reflect CPRL’s estimated cost of equity. Cost of equity was calculated using the CAPM. The CAPM takes into account market risk premium, risk-free rate and beta of the underlying stock.

Summary of Material Pro Forma Financial Analysis

Has/Gets Analysis

Morgan Stanley performed a Has/Gets Analysis to calculate the theoretical change in value for holders of KCS common stock resulting from the transaction based on a comparison of (i) the pro forma ownership by holders of KCS common stock of CPRL giving effect to the transaction, and (ii) the 100% ownership by holders of KCS common stock of the KCS common stock on a standalone basis. For KCS common stock on a standalone basis, Morgan Stanley used the reference range obtained in the discounted cash flow analysis described above under “Summary of Material Financial Analyses of KCS – Discounted Cash Flow Analysis.” Morgan Stanley then performed the same analysis by calculating the range of implied per share equity values allocable to holders of KCS common stock on a pro forma basis, giving effect to the transaction, by assuming approximately 28% pro forma ownership, based on the number of CPRL common shares estimated to be issued to holders of KCS common stock in the transaction, utilizing the results of the standalone discounted cash flow analyses for KCS and CPRL described above under “Summary of Material Financial Analyses of KCS – Discounted Cash Flow Analysis” and under “Summary of Material Financial Analyses of CPRL – Discounted Cash Flow Analysis,” and

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taking into account the KCS management assumed synergies on the basis of (1) a projected $990 million in EBITDA synergies as provided by KCS management (referred to in this section as the “$990 million synergy case”), which also included $20 million of projected D&A and Capex synergies, for total projected gross synergies of $1,010 million, and (2) a projected $377 million in EBITDA synergies as provided by KCS management (referred to in this section as the “$377 million synergy case”), which also included $23 million of projected D&A and Capex synergies for total projected gross synergies of $400 million. Morgan Stanley then compared these implied per share equity value ranges, which were further adjusted by an estimated additional net debt from the transaction and $90.00 per share cash merger consideration, to the implied per share equity value ranges derived for KCS common stock on a standalone basis utilizing the results of the standalone discounted cash flow analysis for KCS described above.

This analysis yielded the following implied per share equity value ranges for KCS common stock on a standalone and on a pro forma basis (rounded to the nearest $1.00):

Implied Equity Value Per Share of KCS common stock
Standalone	Pro-Forma $990 million synergy case	Pro-Forma $377 million synergy case
$226.00 - $280.00	$310.00 - $365.00	$291.00 - $343.00

Other Considerations

In connection with the review of the transaction by the KCS board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of KCS or CPRL.

In performing its analyses, Morgan Stanley made numerous assumptions with regard to industry performance, general business, regulatory, economic, market and financial conditions and other matters, which are beyond the control of KCS or CPRL. These include, among other things, the impact of competition on the businesses of KCS and CPRL or the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of KCS, CPRL or the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the merger consideration to be received by the holders of shares of KCS common stock (other than excluded shares) pursuant to the merger agreement, and in connection with the delivery of its opinion to the KCS board. These analyses do not purport to be appraisals or to reflect the prices at which shares of KCS common stock or CPRL common shares might actually trade.

The merger consideration to be received by the holders of shares of KCS common stock was determined through arm’s-length negotiations between KCS and CPRL and was approved by the KCS board. Morgan Stanley acted as financial advisor to the KCS board during these negotiations but did not, however, recommend any specific merger consideration to KCS, nor opine that any specific merger consideration constituted the only appropriate merger consideration for the transaction. In addition, Morgan Stanley’s opinion does not in any manner address the prices at which CPRL common shares will trade following consummation of the transaction or at any other time and Morgan Stanley expressed no opinion or recommendation as to how KCS’s or CPRL’s shareholders should vote at any shareholder meetings to be held in connection with the transaction.

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Morgan Stanley’s opinion and its presentation to the KCS board was one of many factors taken into consideration by the KCS board in deciding to approve the merger agreement. Consequently, the analyses as described above should not be viewed as determinative of the recommendation of the KCS board with respect to the merger consideration or of whether the KCS board would have been willing to agree to different merger consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

KCS has agreed to pay Morgan Stanley for its services in connection with the transaction an aggregate fee, which is currently estimated, based on the information available as of the date of announcement, to be approximately $63 million, a portion of which was paid upon the execution and announcement of the prior CP merger agreement in March 2021, a portion of which was paid to Morgan Stanley upon the rendering of a fairness opinion in connection with the CN agreement announced in May 2021, a portion of which was payable upon the rendering of its opinion in connection with the transaction and the remainder of which is payable upon the closing of the transaction. KCS has also agreed to reimburse Morgan Stanley for certain of its expenses incurred in performing its services, including fees and expenses of outside counsel to Morgan Stanley. In addition, KCS has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Morgan Stanley’s engagement.

In the two years prior to the date of its opinion, Morgan Stanley or its affiliates have provided financial advisory and financing services to KCS and its affiliates and have received aggregate fees of approximately $5 million to $15 million in connection with such services (which includes the fee received upon delivery of its opinion in connection with the prior CP merger agreement announced in March 2021 and the fee received upon delivery of its opinion in connection with the CN agreement announced in May 2021). In addition, Morgan Stanley or one of its affiliates is currently a lender to each of KCS and CPRL under their respective revolving credit facilities, and is also currently engaged to provide financing services to CPRL that are unrelated to the transaction, for which Morgan Stanley expects to receive customary fees. Morgan Stanley may also seek to provide financial advisory and financing services to KCS, CPRL and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of CPRL, KCS, their respective affiliates or any other company, or any currency or commodity, that may be involved in the transaction, or any related derivative instrument.

Opinion of BofA Securities

KCS retained BofA Securities to act as its financial advisor in connection with the transaction. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. KCS selected BofA Securities to act as KCS’s financial advisor in connection with the transaction on the basis of BofA Securities’ experience in transactions similar to the transaction, its reputation in the investment community and its familiarity with KCS and its business.

On September 15, 2021, at a meeting of the KCS board held to evaluate the transaction, BofA Securities delivered to the KCS board an oral opinion, which was confirmed by delivery of a written opinion dated

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September 15, 2021, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in BofA Securities’ written opinion, the merger consideration to be received in the transaction by holders of KCS common stock (other than “excluded shares”) was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the KCS board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this proxy statement/prospectus and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of BofA Securities’ written opinion. BofA Securities delivered its opinion to the KCS board for the benefit and use of the KCS board (in its capacity as such) in connection with and for purposes of its evaluation of the mergers. BofA Securities’ opinion does not address any other terms or other aspects or implications of the transaction and no opinion or view was expressed as to the relative merits of the transaction in comparison to other strategies or transactions that might be available to KCS or in which KCS might engage or as to the underlying business decision of KCS to proceed with or effect the transaction. BofA Securities’ opinion does not address any other aspect of the transaction and does not express any opinion or recommendation as to how any stockholder should vote or act in connection with the transaction or any related matter.

In connection with rendering its opinion, BofA Securities, among other things:

(1) reviewed certain publicly available business and financial information relating to KCS and CPRL;

(2) reviewed certain internal financial and operating information with respect to the business, operations and prospects of KCS furnished to or discussed with BofA Securities by the management of KCS, including the KCS management unaudited KCS projections (as defined and described in the below section entitled “KCS Unaudited Prospective Financial Information”) relating to KCS prepared by the management of KCS;

(3) reviewed certain internal financial and operating information with respect to the business, operations and prospects of CPRL furnished to or discussed with BofA Securities by the management of KCS, including the KCS management unaudited CPRL projections (as defined and described in the below section entitled “KCS Unaudited Prospective Financial Information,”) relating to CPRL prepared by the management of KCS;

(4) reviewed the KCS management assumed synergies (as defined and described in the below section entitled “KCS Unaudited Prospective Financial Information”) anticipated by the managements of KCS and CPRL to result from the transaction;

(5) discussed the past and current business, operations, financial condition and prospects of KCS with members of senior managements of KCS and CPRL, and discussed the past and current business, operations, financial condition and prospects of CPRL with members of senior managements of KCS and CPRL;

(6) reviewed the trading histories for KCS common stock and CPRL common shares and a comparison of such trading histories with the trading histories of other companies BofA Securities deemed relevant;

(7) compared certain financial and stock market information of KCS and CPRL with similar information of other companies BofA Securities deemed relevant;

(8) compared certain financial terms of the transaction to financial terms, to the extent publicly available, of other transactions BofA Securities deemed relevant;

(9) reviewed the draft agreement, the debt commitment letters, the STB May 6 decision, the form of the voting trust agreement, and certain related documents; and

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(10) performed such other analyses and studies and considered such other information and factors as BofA Securities deemed appropriate.

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with BofA Securities and has relied upon the assurances of the managements of KCS and CPRL that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the KCS management unaudited KCS projections, BofA Securities was advised by KCS, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of KCS as to the future financial performance of KCS. With respect to the KCS management unaudited CPRL projections and the KCS management assumed synergies, in each case, BofA Securities was advised by KCS, and assumed, with the consent of KCS, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of KCS as to the future financial performance of CPRL and other matters covered thereby. BofA Securities also relied, at the direction of KCS, on the assessments of the managements of KCS and CPRL, respectively, as to CPRL’s ability to achieve the KCS management assumed synergies and was advised by KCS and CPRL, and assumed, with the consent of KCS, that the KCS management assumed synergies would be realized in the amounts and at the times projected. BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of KCS or CPRL, nor did BofA Securities make any physical inspection of the properties or assets of KCS or CPRL. BofA Securities did not evaluate the solvency or fair value of KCS or CPRL under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of KCS, that the transaction would be consummated in accordance with the terms set forth in the merger agreement, without waiver, modification or amendment of any material term, condition or other agreement contemplated therein or thereby and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the transaction, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on KCS, CPRL or the contemplated benefits of the transaction. BofA Securities also assumed, at the direction of KCS, that (i) the transaction would qualify for federal income tax purposes as a reorganization under the provisions of Section 368(a) of the Code, (ii) CPRL would obtain financing in accordance with the terms set forth in the commitment letters, (iii) the STB would permit the transaction to close into the voting trust in accordance with the terms of the STB May 6 decision and the voting trust agreement and (iv) the final executed merger agreement would not differ in any material respect from the draft agreement reviewed by BofA Securities.

BofA Securities expressed no view or opinion as to any terms or other aspects of the transaction (other than the merger consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the transaction. BofA Securities’ opinion was limited to the fairness, from a financial point of view, of the merger consideration to be received by the holders of shares of KCS common stock (other than excluded shares) in the transaction and no opinion or view was expressed with respect to any consideration to be received by the holders of KCS preferred stock or any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the transaction, or class of such persons, relative to the merger consideration. Furthermore, no opinion or view was expressed as to the relative merits of the transaction in comparison to other strategies or transactions that might be available to KCS or in which KCS might engage or as to the underlying business decision of KCS to proceed with or effect the transaction. BofA Securities did not express any opinion as to what the value of CPRL common shares actually would be when issued or the prices at which KCS common stock or CPRL common shares would trade at any time, including following the announcement or consummation of the transaction. In addition, BofA Securities expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the transaction or any related matter.

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BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. While the credit, financial and stock markets have been experiencing unusual volatility, BofA Securities expressed no opinion or view as to any potential effects of such volatility on KCS, CPRL or the transaction. It should be understood that subsequent developments may affect BofA Securities’ opinion, and BofA Securities does not have any obligation to update, revise, or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities.

The discussion set forth below in the subsections entitled “—Summary of Material Financial Analyses of KCS,” “—Summary of Material Financial Analyses of CPRL,” and “—Summary of Material Pro Forma Financial Analysis,” beginning on pages 87, 91, and 93, respectively, represents a brief summary of the material financial analyses presented by BofA Securities to the KCS board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Summary of Material Financial Analyses of KCS

Selected Publicly Traded Companies Analysis.

BofA Securities reviewed publicly available financial and stock market information of the following five selected publicly traded companies in the rail transportation industry:

• Union Pacific Corporation

• CN

• CSX Corporation

• Norfolk Southern Corporation

• CPRL

BofA Securities reviewed, among other things, the closing price per share as of September 13, 2021 for Union Pacific Corporation, CSX Corporation and Norfolk Southern, as of April 19, 2021 for CN (which was the last trading day prior to the announcement of the CN proposal) and as of March 19, 2021 for CPRL (which was the last trading day prior to the announcement of the execution of the prior CP merger agreement), as a multiple of Wall Street analyst consensus estimates of calendar year 2022 earnings per share (“EPS”) for the applicable company (such multiples are referred to in this section as “2022E Price/EPS”). BofA Securities also reviewed the estimated enterprise value, calculated as the market value of equity plus short-term debt, long-term debt, preferred equity and non-controlling interest, minus cash, marketable securities and investments, as applicable (“EV”) for each selected company, as a multiple of Wall Street analyst consensus estimates of calendar year 2022 EBITDA (such multiples are referred to in this section as “2022E EV/EBITDA”). Financial data of the selected companies were derived from their public filings and publicly available Wall Street research analysts’ estimates published by FactSet as of September 13, 2021.

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The results of BofA Securities’ analysis were presented for the selected publicly traded companies, as indicated in the following table:

	Price/EPS		EV/EBITDA
Company	2022E		2022E
Union Pacific Corporation		18.3x		12.8x
CN		22.6x		14.5x
CSX Corporation		18.2x		11.7x
Norfolk Southern Corporation		18.5x		12.4x
CPRL		21.2x		14.7x

The overall low to high 2022E Price/EPS multiples observed for the selected companies were 18.2x to 22.6x (with a mean of 19.8x and median of 18.5x). Based on BofA Securities’ review of the 2022E Price/EPS multiples for the selected companies and on its professional judgment and experience, BofA Securities applied a 2022E Price/EPS multiple reference range of 18.5x to 22.0x to KCS management’s estimated calendar year 2022 EPS as reflected in the KCS management unaudited KCS projections to calculate an implied equity value reference range per share of KCS common stock (rounded to the nearest $0.05). The selected multiple range of 18.5x to 22.0x was based on BofA Securities’ professional judgment and experience as well as the observable range of the selected publicly traded companies.

The overall low to high 2022E EV/EBITDA multiples observed for the selected companies were 11.7x to 14.7x (with a mean of 13.2x and median of 12.8x). Based on BofA Securities’ review of the 2022E EV/EBITDA multiples for the selected companies and on its professional judgment and experience, BofA Securities applied a 2022E EV/EBITDA multiple reference range of 12.0x to 15.0x to KCS management’s estimated calendar year 2022 EBITDA as reflected in the KCS management unaudited KCS projections to calculate an implied equity value reference range per share of KCS common stock (rounded to the nearest $0.05). The selected multiple range of 12.0x to 15.0x was based on BofA Securities’ professional judgment and experience as well as the observable range of the selected publicly traded companies.

This analysis indicated the following approximate implied equity value reference ranges per share of KCS common stock, as compared to the implied value of the merger consideration, calculated by adding the $90.00 in cash consideration to $198, the implied value of the 2.884 CPRL common shares included in the merger consideration based on the $68.55 closing price of CPRL common shares on September 13, 2021 (“implied consideration value”):

	Implied Equity Value Reference Range Per Share of KCS Common Stock		Implied Consideration Value
2022E Price/EPS	$	198.90 - $236.55	$	288
2022E EV/EBITDA	$	198.60 – $258.40

No selected publicly traded company used in this analysis is identical or directly comparable to KCS. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics (reflected, among other things, in differences in historical trading levels of these companies) and other factors that could affect the public trading or other values of the companies to which KCS was compared.

Selected Precedent Transactions Analysis.

BofA Securities reviewed, to the extent publicly available, financial information relating to 21 selected transactions involving acquisitions of rail transportation companies since 1994. For each of these transactions, BofA Securities reviewed the merger values for each transaction based on the merger consideration paid to the

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shareholders of the target company in the selected transactions (with the full transaction value implied for transactions with less than 100% being acquired), as multiples of estimates of the target company’s EBITDA, for the last twelve months for the year in which the applicable transaction was announced except with respect to the Glencore Rail/Genesee & Wyoming Australia and the Genesee & Wyoming Australia/Macquarie Infrastructure & Real Assets transactions, where, in each case, such multiple was based on the estimated EBITDA for the twelve months following the announcement made in October 2016, and based on publicly available information at that time (such multiples are referred to in this section as “TV/LTM EBITDA”).

Date Announced	Target	Acquiror	TV /LTM EBITDA		Transaction Value (1)
07/19	Genesee & Wyoming Inc.	Brookfield Infrastructure Partners L.P. / GIC Pte. Ltd.		13.4x	$	8,432
03/17	Florida East Coast Railway Holdings Corp.	GMéxico Transportes S.A. de C.V.		13.6x		2,100
10/16	Glencore Rail (NSW) Pty Limited	Genesee & Wyoming Australia Pty Ltd		11.4x		866
10/16	Genesee & Wyoming Australia Pty Ltd. (49%)	Macquarie Infrastructure and Real Assets		11.2x		1,534
03/16	Pacific National Holdings Pty Ltd.	Rail Consortium(2)		10.3x		6,594
02/15	Freightliner Group Limited (95%)	Genesee & Wyoming Inc.		9.5x		807
07/12	RailAmerica, Inc.	Genesee & Wyoming Inc.		10.3x		2,008
11/09	Burlington Northern Santa Fe Corp.	Berkshire Hathaway Inc.		8.8x		43,847
09/07	Dakota, Minnesota & Eastern Railroad Corporation	Canadian Pacific Railway Limited		15.2x		1,480
05/07	Florida East Coast Industries Inc.	Fortress Investment Group LLC		NA		3,475
11/06	RailAmerica, Inc.	Fortress Investment Group LLC		11.7x		1,055
12/05	Meridian Speedway, LLC	Kansas City Southern (70%) / Norfolk Southern Corporation (30%)		NA		1,000
08/05	Patrick Corporation	Toll Holding Ltd.		15.0x		5,284
12/04	Transportacion Ferroviaria Mexicana, S.A. de C.V. (51%)	Kansas City Southern		6.1x		1,320
11/03	BC Rail Ltd.	Canadian National Railway Company		14.4x		1,204
01/01	Wisconsin Central Ltd.	Canadian National Railway Company		9.8x		1,191
02/98	Illinois Central Corp.	Canadian National Railway Company		11.4x		2,973
04/97	Conrail Inc.	CSX Corp./Norfolk Southern Corporation		12.1x		12,329
08/95	Southern Pacific Rail Corp.	Union Pacific Corp.		12.3x		5,388
03/95	Chicago and North Western Holdings Corporation	Union Pacific Corp.		8.4x		2,614
06/94	Santa Fe Pacific Corporation	Burlington Northern Inc.		7.2x		5,087

(1) Full transaction value implied when less than 100% stake. All amounts in USD millions.

(2) CPP Investments Limited (33%), Global Infrastructure Partners Inc. (27%), China Investment Corporation (16%), GIC Pte Ltd. (12%) and British Columbia Investment Management Corporation (12%).

The overall low to high TV/LTM EBITDA multiples of the target companies in the selected transactions were 6.1x to 15.2x (with a mean of 11.2x and a median of 11.4x).

Based on BofA Securities’ review of the TV/LTM EBITDA multiples for the selected transactions and on its professional judgment and experience, BofA Securities applied a TV/LTM EBITDA multiple reference range of

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11.5x to 14.0x to KCS’s COVID-Adjusted EBITDA for the twelve month period ended June 30, 2021 of $1,600 million as provided by KCS management, which reflects an add-back of $128 million, as provided by KCS management, for the estimated impact of COVID-19 for the third quarter through the fourth quarter of 2020, to calculate a range of implied EV for KCS. BofA Securities then calculated an implied equity value reference range per share of KCS common stock (rounded to the nearest $0.05). The selected multiple range of 11.5x to 14.0x was based on BofA Securities’ professional judgment and experience as well as the observable implied transaction multiples. This analysis indicated the following approximate implied equity value reference ranges per share of KCS common stock (rounded to the nearest $0.05), as compared to the implied consideration value:

Implied Equity Value Reference Range Per Share of KCS Common Stock	Implied Consideration Value
$160.10 - $203.75	$	288

No selected precedent transaction used in this analysis or the applicable business or target company is identical or directly comparable to KCS or the transaction. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics, market conditions and other factors that could affect the acquisition or other values of the companies or transactions to which KCS and the transaction were compared.

Discounted Cash Flow Analysis

BofA Securities performed a discounted cash flow analysis of KCS to calculate a range of implied present values per share of KCS common stock utilizing estimates of the standalone, unlevered, after-tax free cash flows that KCS was expected to generate during the six-month period ending December 31, 2021 and for the fiscal years 2022 through 2029 based on the KCS management unaudited KCS projections. BofA Securities calculated terminal values for KCS by applying a selected range of perpetuity growth rates of 2.25% to 2.75% to KCS’s normalized free cash flows in the terminal year. BofA Securities then calculated implied equity value reference ranges per share of KCS common stock (rounded to the nearest $0.05) by deducting from this range of present values KCS’s net debt, preferred equity and non-controlling interest as of June 30, 2021, as reflected in KCS’s public filings, at the direction of KCS management, and dividing the result by the number of fully-diluted shares of KCS common stock outstanding (calculated on a treasury stock method basis, based on information provided by the management of KCS). The cash flows were discounted to present value as of June 30, 2021, utilizing mid-year discounting convention, and using a discount rate range of 6.0% to 7.5%, which was based on an estimate of KCS’s weighted average cost of capital. A growth rate range of 2.25% to 2.75% was based on BofA Securities’ professional judgment and experience and represents long-term growth outlook for the business. The discount rate range reflected KCS’s estimated weighted average cost of capital, which was calculated by multiplying the estimated cost of each capital source (debt and equity) by its relevant weight, and then adding the products together. The estimated cost of equity was obtained using the capital as