Vol. 132, No. 31 — August 1, 1998

MISCELLANEOUS NOTICES

BANK OF CANADA

BY-LAW NO. 6

“Whereas under Section 11 of the Bank of Canada Act directors are entitled to receive such fees as may be fixed by the bylaws of the Bank; and

Whereas the Privy Council published a document in 1988 entitled Remuneration Guidelines for Part-time Governor in Council Appointees in Crown Corporations, which sets out the form, amounts and conditions of payment for the part-time services of persons appointed by the Governor in Council; and

Whereas Bank of Canada directors have been paid, since 1988, at a lower level than the Category II level to which they are entitled according to the Remuneration Guidelines for Part-time Governor in Council Appointees in Crown Corporations; and

Whereas under Subsection 35(1)(b) of the Bank of Canada Act, the Board, with the approval of the Governor in Council, may pass by-laws with respect to the fees of directors,

Upon a motion duly made, seconded and carried it was resolved that

1. Bank of Canada By-law No. 6, enacted by the Board at its meeting on 25 July 1986 be repealed and the following Bank of Canada By-law No. 6 be adopted:

‘6. Directors appointed under Section 9 of the Bank of Canada Act shall be paid such remuneration as is set out in the Schedule hereto, which remuneration is established in accordance with the Remuneration Guidelines for Part-time Governor in Council Appointees in Crown Corporations and is within the following ranges:

(a) Basic remuneration:

— Each director shall be paid an annual retainer which falls within the range of $4,600–$5,500 and a per diem which falls within the range of $385–$475 for each day such director is in attendance at a meeting of the Board of Directors or any Committee of the Board, excluding the Executive Committee, and for each additional day such director must be absent from his or her normal place of residence for the purpose of travelling to or from any such meeting.

(b) Directors who have additional responsibilities shall be paid an annual retainer and/or per diem:

— Each director appointed by the Board to serve on the Executive Committee shall be paid, in addition to the fees set out above, an annual retainer within the range of $2,600– $3,500 and a per diem which falls within the range of $385–$475 for each day such director is in attendance at a meeting of the Executive Committee and for each additional day such director must be absent from his or her normal place of residence for the purpose of travelling to or from any such meeting.

— Each director appointed by the Board to serve as the Chairperson of a Committee of the Board shall be paid, in addition to the fees set out above, an annual retainer which falls within the range of $1,000–$2,000.

— Each director shall be paid, in addition to the fees set out above, a per diem which falls within the range of $385– $475 for each day such director is, at the request of the Board, engaged in special work for the Bank outside the work or services ordinarily required of a director of the Bank.’

2. This resolution shall take effect when published in the Canada Gazette.”

Certified to be a true extract from the minutes of the meeting of the Board of Directors of the Bank of Canada held on May 7, 1998.

May 14, 1998

TED REQUARD
Corporate Secretary

[31-1-o]

THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY

DOCUMENT DEPOSITED

Notice is hereby given, pursuant to section 105 of the Canada Transportation Act, that on July 6, 1998, the following document was deposited in the Office of the Registrar General of Canada:

Memorandum of Lease Supplement No. 2 dated June 30, 1998, between General Electric Railcar Services Corporation and The Burlington Northern and Santa Fe Railway Company.

July 17, 1998

MCCARTHY TÉTRAULT
Solicitors

[31-1-o]

CANADA MALTING CO., LTD.

DOCUMENT DEPOSITED

Notice is hereby given, pursuant to section 105 of the Canada Transportation Act, that on July 20, 1998, the following document was deposited in the Office of the Registrar General of Canada:

First Memorandum of Railcar Lease Agreement dated as of April 30, 1998, between Bombardier Finance Inc. and Canada Malting Co., Ltd.

July 24, 1998

MCCARTHY TÉTRAULT
Solicitors

[31-1-o]

CANADIAN DEER AND ELK FARMERS ASSOCIATION INC.

RELOCATION OF HEAD OFFICE

Notice is hereby given that the Canadian Deer and Elk Farmers Association Inc. has changed the location of its head office to the city of St. Albert, province of Alberta.

July 16, 1998

DENISE SMITH
President

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COMPAGNIE TRANSCONTINENTALE DE RÉASSURANCE

RELEASE OF ASSETS

Notice is hereby given, pursuant to section 651 of the Insurance Companies Act, that Compagnie Transcontinentale de Réassurance will apply to the Superintendent of Financial Institutions on or after September 8, 1998, for the release of its assets in Canada. The release of assets will occur subsequent to the assumption by Odyssey Reinsurance Company of Canada of all obligations and liabilities relating to the Canadian business of Compagnie Transcontinentale de Réassurance, a transaction that is subject to the approval of the Minister of Finance.

Any policyholder of Compagnie Transcontinentale de Réassurance may oppose the release of assets by filing their opposition with the Superintendent of Financial Institutions on or before September 8, 1998.

Montréal, July 20, 1998

JACQUES MAILLOUX, C.G.A.
Chief Agent for Canada

[31-4-o]

THE DOW CHEMICAL COMPANY

DOCUMENT DEPOSITED

Notice is hereby given, pursuant to section 105 of the Canada Transportation Act, that on June 25, 1998, the following document was deposited in the Office of the Registrar General of Canada:

Lease Supplement No. 12 dated as of June 25, 1998, between State Street Bank and Trust Company of Connecticut, National Association and The Dow Chemical Company.

July 21, 1998

MCCARTHY TÉTRAULT
Solicitors

[31-1-o]

GENERAL AMERICAN TRANSPORTATION CORPORATION

DOCUMENT DEPOSITED

Notice is hereby given, pursuant to section 105 of the Canada Transportation Act, that on June 22, 1998, the following document was deposited in the Office of the Registrar General of Canada:

Bill of Sale and Partial Release (GATC Trust No. 83-2), relating to railcar GATX 011350, dated May 1, 1998, between First Security Leasing Company and State Street Bank and Trust Company of Connecticut, N.A.

July 24, 1998

MCCARTHY TÉTRAULT
Solicitors

[31-1-o]

GENERAL AMERICAN TRANSPORTATION CORPORATION

DOCUMENT DEPOSITED

Notice is hereby given, pursuant to section 105 of the Canada Transportation Act, that on June 22, 1998, the following document was deposited in the Office of the Registrar General of Canada:

Bill of Sale and Partial Release (GATC Trust No. 91-1), relating to railcar GATX 53907, dated May 22, 1998, between State Street Bank and Trust Company and Harris Trust and Savings Bank.

July 24, 1998

MCCARTHY TÉTRAULT
Solicitors

[31-1-o]

GENERAL AMERICAN TRANSPORTATION CORPORATION

DOCUMENT DEPOSITED

Notice is hereby given, pursuant to section 105 of the Canada Transportation Act, that on June 22, 1998, the following document was deposited in the Office of the Registrar General of Canada:

Bill of Sale and Partial Release (GATC Trust No. 91-1), relating to railcar GATX 7822, dated May 22, 1998, between State Street Bank and Trust Company and Harris Trust and Savings Bank.

July 24, 1998

MCCARTHY TÉTRAULT
Solicitors

[31-1-o]

GENERAL ELECTRIC CAPITAL CORPORATION

DOCUMENTS DEPOSITED

Notice is hereby given, pursuant to section 105 of the Canada Transportation Act, that on June 30, 1998, the following documents were deposited in the Office of the Registrar General of Canada:

1. Mortgage-Security Agreement dated as of June 18, 1998, between General Electric Capital Corporation and Trinity Chemical Leasing, L.L.C.; and

2. Assignment of Rents and Leases dated as of June 18, 1998, from Trinity Chemical Industries, Inc. to General Electric Capital Corporation.

July 17, 1998

MCCARTHY TÉTRAULT
Solicitors

[31-1-o]

GREYSTONE PROPERTIES LTD.

PLANS DEPOSITED

Greystone Properties Ltd. hereby gives notice that an application has been made to the Minister of Fisheries and Oceans under the Navigable Waters Protection Act for approval of the plans and site of the work described herein. Under section 9 of the said Act, Greystone Properties Ltd. has deposited with the Minister of Fisheries and Oceans, and in the office of the District Registrar of the Land Registry District of New Westminster, at New Westminster, British Columbia, under deposit number BM205811, a description of the site and plans of the pier extension at Canada Place Pier, the Portside Convention Centre (pile and deck), and the temporary relocation of the south shore Seabus Terminal in Vancouver Harbour, at Vancouver, British Columbia. The site is located at Parcel A, Parcel C and a portion of Parcel B, filed under Plan LMP 36518.

And take notice that the project will be subject to review pursuant to the Canadian Environmental Assessment Act.

Written objections based on the effect of the work on marine navigation and on the environment should be directed, not later than one month from the date of publication of this notice, to the Regional Director, Navigable Waters Protection Division, Operational Programs, Canadian Coast Guard, Department of Fisheries and Oceans, 300–555 West Hastings Street, Vancouver, British Columbia V6B 5G3.

Vancouver, July 24, 1998

HEMMERA RESOURCE CONSULTANTS
PAUL HEMSLEY
Principal Consultant

[31-1-o]

HALIFAX REGIONAL MUNICIPALITY

PLANS DEPOSITED

The Halifax Regional Municipality hereby gives notice that an application has been made to the Minister of Fisheries and Oceans under the Navigable Waters Protection Act for approval of the plans and site of the work described herein. Under section 9 of the said Act, the Halifax Regional Municipality has deposited with the Minister of Fisheries and Oceans, and in the office of the District Registrar of the Land Registry District of Halifax County, at Halifax, Nova Scotia, under deposit number 32759, a description of the site and plans of Shoreline Recreation Trail and Bridge along and over the northern section of Lake Banook, from Graham’s Grove Park on Braemar Drive to the YMCA property on Brookdale Court.

And take notice that the project has been screened pursuant to the Canadian Environmental Assessment Act and that taking into account that the mitigation measures considered appropriate are implemented, the project is not likely to cause significant adverse environmental effects.

Written objections based on the effect of the work on marine navigation, and on the final screening decision as it relates to areas of federal responsibility, should be directed, not later than one month from the date of publication of this notice, to the Regional Director, Canadian Coast Guard, Department of Fisheries and Oceans, Foot of Parker Street, P.O. Box 1000, Dartmouth, Nova Scotia B2Y 3Z8.

Halifax, June 20, 1998

VI CARMICHAEL
Municipal Clerk

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MASSAWIPPI VALLEY RAILWAY COMPANY

ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of the shareholders of the Massawippi Valley Railway Company will be held in Room 215, Windsor Station, Montréal, Quebec, on Wednesday, September 2, 1998, at 11:30 a.m. (Montréal time), for presentation of the financial statements of the Company, the election of directors, the appointment of auditors, and the transaction of such other business as may properly come before the meeting.

Calgary, July 17, 1998

By Order of the Board
R. V. HORTE
Secretary

[30-4-o]

MONTELL USA INC.

DOCUMENT DEPOSITED

Notice is hereby given, pursuant to section 105 of the Canada Transportation Act, that on July 2, 1998, the following document was deposited in the Office of the Registrar General of Canada:

Lease Acceptance Certificate – [A] No. 4 dated July 2, 1998, between First Security Bank, N.A. and Montell USA Inc.

July 17, 1998

MCCARTHY TÉTRAULT
Solicitors

[31-1-o]

NORTHWOOD INC.

PLANS DEPOSITED

Northwood Inc., Fraser Region, hereby gives notice that an application has been made to the Minister of Fisheries and Oceans under the Navigable Waters Protection Act for approval of the plans and site of the work described herein. Under section 9 of the said Act, Northwood Inc. has deposited with the Minister of Fisheries and Oceans, and in the office of the District Registrar of the Land Registry District of Prince George, at Prince George, British Columbia, under deposit number PM31043, a description of the site and plans of a 37 m steel/concrete composite L-100 (suitable for 100 ton logging vehicles) structure over Lion Creek, at kilometre 8.7, on Driftwood Forest Service Road Connector.

Written objections based on the effect of the work on marine navigation and on the environment should be directed, not later than one month from the date of publication of this notice, to the Regional Director, Navigable Waters Protection Division, Canadian Coast Guard, Department of Fisheries and Oceans, 300–555 West Hastings Street, Vancouver, British Columbia V6B 5G3.

Prince George, July 20, 1998

D.R. ESTEY ENGINEERING LTD.
DON WILLIAMS, E.I.T.
Engineer

[31-1-o]

ONTARIO AND QUEBEC RAILWAY COMPANY

MEETING OF HOLDERS OF 5 PERCENT PERMANENT DEBENTURE STOCK AND APPLICATION TO THE ONTARIO COURT (GENERAL DIVISION) FOR APPROVAL OF ARRANGEMENT

Take notice that a meeting (the “O&Q PDS Holders Meeting”) of holders of 5 percent permanent debenture stock (“O&Q PDS”) of Ontario and Quebec Railway Company (“O&Q”) will be held at The Royal York Hotel, 100 Front Street W, Toronto, Canada, on Thursday, September 17, 1998, at 11:00 a.m. (Eastern time).

And take notice that an application commenced by O&Q, Canadian Pacific Limited (“CPL”), Canadian Pacific Railway Company (“CPR”), St. Lawrence & Hudson Railway Company Limited (“StL&H”) and Toronto, Grey and Bruce Railway Company (“TG&B”) for approval of a proposed plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act and a motion for approval of the final order will be heard on the Commercial List of the Ontario Court (General Division) at the Court House, 393 University Avenue, Toronto, Canada, on Thursday, September 24, 1998, at 10:00 a.m. (Eastern time) or as soon thereafter as the matter can be heard. The Court has also scheduled a hearing for July 30, 1998, to consider a number of issues in relation to the Arrangement prior to the O&Q PDS Holders Meeting.

The O&Q PDS Holders Meeting is being convened to consider and vote on a resolution with respect to the provisions of the Arrangement relating to the O&Q PDS. As part of the Arrangement, each O&Q PDS holder (other than CPR and dissenting O&Q PDS holders, if any) may elect to receive common shares of CPL (“CPL Common Shares”) having a value equal to £1 (based on an established rate of currency conversion) in respect of each £1 of O&Q PDS held, together with accrued and unpaid interest, if any, thereon up to and including the effective date of the Arrangement (the “Share Election”). An O&Q PDS holder who does not make the Share Election will receive £1 cash (or, at the election of the O&Q PDS holder, the Canadian dollar equivalent thereof based on an established rate of currency conversion) in respect of each £1 of O&Q PDS held, plus accrued interest. In order to validly make the Share Election, an O&Q PDS holder must surrender certificates representing all of its O&Q PDS, together with a letter of transmittal in proper form, prior to 5:00 p.m. (Eastern time) on the later of: (i) September 15, 1998; and (ii) the second business day immediately prior to any date to which the O&Q PDS Holders Meeting is adjourned or postponed.

A joint management proxy circular of O&Q and TG&B, together with a copy of the notice of application and the notice of motion for approval of the final order, and a letter of transmittal and a form of proxy, was mailed to O&Q PDS holders on or about July 7, 1998. The record date for purposes of determining O&Q PDS holders entitled to receive notice of the O&Q PDS Holders Meeting will be the close of business on the date immediately preceding the giving of such notice.

Any O&Q PDS holder desiring to appear at the hearing of the application scheduled for September 24, 1998, or the hearing scheduled for July 30, 1998, is required to serve upon O&Q’s solicitors, McCarthy Tétrault, at Toronto Dominion Bank Tower, Suite 4700, Toronto-Dominion Centre, Toronto, Ontario M5K 1E6, Attention: Michael Barrack, on or before 2:00 p.m. (Eastern time) on September 22, 1998 (or such time on July 28, 1998, in the case of the July 30, 1998, hearing), a notice of appearance, including an address for service, together with any evidence or materials to be presented to the Court and to file proof of such service and a copy of such materials with the Court at the Commercial Court office, 393 University Avenue, Toronto, Ontario M5G 1E6. Telephone enquiries concerning the application may be made to Michael Barrack at (416) 601-7894.

July 14, 1998

R. V. HORTE
Corporate Secretary

[29-4-o]

ONTARIO AND QUEBEC RAILWAY COMPANY

SPECIAL MEETING OF HOLDERS OF CAPITAL SHARES AND APPLICATION TO THE ONTARIO COURT (GENERAL DIVISION) FOR APPROVAL OF ARRANGEMENT

Take notice that a special meeting (the “O&Q Shareholders Meeting”) of holders of capital shares (“O&Q Shares”) of Ontario and Quebec Railway Company (“O&Q”) will be held at The Royal York Hotel, 100 Front Street W, Toronto, Canada, on Thursday, September 17, 1998, at 2:00 p.m. (Eastern time).

And take notice that an application commenced by O&Q, Canadian Pacific Limited (“CPL”), Canadian Pacific Railway Company (“CPR”), St. Lawrence & Hudson Railway Company Limited (“StL&H”) and Toronto, Grey and Bruce Railway Company (“TG&B”) for approval of a proposed plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act and a motion for approval of the final order will be heard on the Commercial List of the Ontario Court (General Division) at the Court House, 393 University Avenue, Toronto, Canada, on Thursday, September 24, 1998, at 10:00 a.m. (Eastern time) or as soon thereafter as the matter can be heard. The Court has also scheduled a hearing for July 30, 1998, to consider a number of issues in relation to the Arrangement prior to the O&Q Shareholders Meeting.

The O&Q Shareholders Meeting is being convened to consider and vote on a special resolution to approve the Arrangement which would involve, among other things, the amalgamation of O&Q with TG&B and StL&H. As part of the Arrangement, each O&Q shareholder (other than CPR and dissenting O&Q shareholders, if any) may elect to receive cash (the “Cash Election”) in respect of each O&Q Share held, failing which it will receive common shares of CPL (“CPL Common Shares”) in respect of each O&Q Share held, based on the weighted average closing price of CPL Common Shares on The Toronto Stock Exchange for the 20 trading days immediately preceding the effective date of the Arrangement. In order to validly make the Cash Election, an O&Q shareholder must surrender share certificates representing all of its O&Q Shares, together with a letter of transmittal in proper form, prior to 5:00 p.m. (Eastern time) on the later of: (i) September 15, 1998; and (ii) the second business day prior to any date to which the O&Q Shareholders Meeting is adjourned or postponed.

A joint management proxy circular of O&Q and TG&B, together with a copy of the notice of application and the notice of motion for approval of the final order, and a letter of transmittal and a form of proxy, was mailed to O&Q shareholders on or about July 7, 1998. The record date for purposes of determining O&Q shareholders entitled to receive notice of the O&Q Shareholders Meeting is the close of business on the date immediately preceding the giving of such notice.

Any O&Q shareholder desiring to appear at the hearing of the application scheduled for September 24, 1998, or the hearing scheduled for July 30, 1998, is required to serve on O&Q’s solicitors, McCarthy Tétrault, at Toronto Dominion Bank Tower, Suite 4700, Toronto-Dominion Centre, Toronto, Ontario M5K 1E6, Attention: Michael Barrack, on or before 2:00 p.m. (Eastern time) on September 22, 1998 (or such time on July 28, 1998, in the case of the July 30, 1998, hearing), a notice of appearance, including an address for service, together with any evidence or materials to be presented to the Court and to file proof of such service and a copy of such materials with the Court at the Commercial Court office, 393 University Avenue, Toronto, Ontario M5G 1E6. Telephone inquiries concerning the application may be made to Michael Barrack at (416) 601-7894.

July 14, 1998

R. V. HORTE
Corporate Secretary

[29-4-o]

SAULT STE. MARIE BRIDGE COMPANY

DOCUMENT DEPOSITED

Notice is hereby given, pursuant to section 105 of the Canada Transportation Act, that on July 20, 1998, the following document was deposited in the Office of the Registrar General of Canada:

Memorandum of Railcar Lease Agreement dated as of June 24, 1998, between NorRail, Inc. and Sault Ste. Marie Bridge Company.

July 24, 1998

MCCARTHY TÉTRAULT
Solicitors

[31-1-o]

TORONTO, GREY AND BRUCE RAILWAY COMPANY

MEETING OF HOLDERS OF 4 PERCENT FIRST MORTGAGE BONDS, DUE 2883 AND APPLICATION TO THE ONTARIO COURT (GENERAL DIVISION) FOR APPROVAL OF ARRANGEMENT

Take notice that a meeting of holders of 4 percent First Mortgage Bonds, Due 2883 (“TG&B Bonds”) of Toronto, Grey and Bruce Railway Company (“TG&B”) [the “TG&B Bondholders Meeting”] will be held at The Royal York Hotel, 100 Front Street W, Toronto, Canada, on Thursday, September 17, 1998, at 10:00 a.m. (Eastern time).

And take notice that an application commenced by the Ontario and Quebec Railway Company (“O&Q”), Canadian Pacific Limited (“CPL”), Canadian Pacific Railway Company (“CPR”), St. Lawrence & Hudson Railway Company Limited (“StL&H”) and TG&B for approval of a proposed plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act and a motion for approval of the final order will be heard on the Commercial List of the Ontario Court (General Division) at the Court House, 393 University Avenue, Toronto, Canada, on Thursday, September 24, 1998, at 10:00 a.m. (Eastern time) or as soon thereafter as the matter can be heard. The Court has also scheduled a hearing for July 30, 1998, to consider a number of issues in relation to the Arrangement prior to the TG&B Bondholders Meeting.

The TG&B Bondholders Meeting is being convened to consider and vote on a resolution with respect to the provisions of the Arrangement relating to the TG&B Bonds. As part of the Arrangement, each TG&B bondholder (other than CPR and dissenting TG&B bondholders, if any) may elect to receive common shares of CPL (“CPL Common Shares”) having a value equal to £100 (based on an established rate of currency conversion) in respect of each £100 of TG&B Bonds held, together with accrued and unpaid interest, if any, thereon up to and including the effective date of the Arrangement (the “Share Election”). A TG&B bondholder who does not make the Share Election will receive £100 cash (or, at the election of the TG&B bondholder, the Canadian dollar equivalent thereof based on an established rate of currency conversion) in respect of each £100 of TG&B Bonds held, plus accrued interest. In order validly to make the Share Election, a TG&B bondholder must surrender certificates representing all of its TG&B Bonds and all unmatured interest coupons, together with a letter of transmittal in proper form, prior to 5:00 p.m. (Eastern time) on the later of: (i) September 15, 1998; and (ii) the second business day immediately prior to any date to which the TG&B Bondholders Meeting may be adjourned or postponed.

A joint management proxy circular of O&Q and TG&B, together with a letter of transmittal and a form of proxy, has been prepared in respect of the TG&B Bondholders Meeting. In advance of the TG&B Bondholders Meeting, holders of TG&B Bonds, which are issued in bearer form, may obtain the joint management proxy circular, the notice of application and the notice of motion for approval of the final order, a form of proxy and certification of ownership containing instructions as to the provisions for voting by proxy or attending the TG&B Bondholders Meeting and a letter of transmittal from The Trust Company of Bank of Montreal, at 129 Saint-Jacques Street West, B Level North, Montréal, Quebec H2Y 1L6, telephone numbers 1-800- 332-0095 or 1-514-877-2584.

Any TG&B bondholder desiring to appear at the hearing of the application scheduled for September 24, 1998, or the hearing scheduled for July 30, 1998, is required to serve upon TG&B’s solicitors, McCarthy Tétrault, at Toronto Dominion Bank Tower, Suite 4700, Toronto-Dominion Centre, Toronto, Ontario M5K 1E6, Attention: Michael Barrack, on or before 2:00 p.m. (Eastern time) on September 22, 1998 (or such time on July 28, 1998, in the case of the July 30, 1998, hearing), a notice of appearance, including an address for service, together with any evidence or materials to be presented to the Court and to file proof of such service and a copy of such materials with the Court at the Commercial Court office, 393 University Avenue, Toronto, Ontario M5G 1E6. Telephone inquiries concerning the application may be made to Michael Barrack at (416) 601-7894.

July 14, 1998

R. V. HORTE
Corporate Secretary

[29-4-o]

TORONTO, GREY AND BRUCE RAILWAY COMPANY

SPECIAL MEETING OF HOLDERS OF CAPITAL SHARES AND APPLICATION TO THE ONTARIO COURT (GENERAL DIVISION) FOR APPROVAL OF ARRANGEMENT

Take notice that a special meeting of holders of capital shares (“TG&B Shares”) of Toronto, Grey and Bruce Railway Company (“TG&B”) [the “TG&B Shareholders Meeting”] will be held at The Royal York Hotel, 100 Front Street W, Toronto, Canada, on Thursday, September 17, 1998, at 9:00 a.m. (Eastern time).

And take notice that an application commenced by the Ontario and Quebec Railway Company (“O&Q”), Canadian Pacific Limited (“CPL”), Canadian Pacific Railway Company (“CPR”), St. Lawrence & Hudson Railway Company Limited (“StL&H”) and TG&B for approval of a proposed plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act and a motion for approval of the final order will be heard on the Commercial List of the Ontario Court (General Division) at the Court House, 393 University Avenue, Toronto, Canada, on Thursday, September 24, 1998, at 10:00 a.m. (Eastern time) or as soon thereafter as the matter can be heard. The Court has also scheduled a hearing for July 30, 1998, to consider a number of issues in relation to the Arrangement prior to the TG&B Shareholders Meeting.

The TG&B Shareholders Meeting is being convened to consider and vote on a special resolution to approve the Arrangement which would involve, among other things, the amalgamation of TG&B with O&Q and StL&H. As part of the Arrangement, each TG&B shareholder (other than CPR and dissenting TG&B shareholders, if any) may elect to receive cash (the “Cash Election”) in respect of each TG&B Share held, failing which it will receive common shares of CPL (“CPL Common Shares”) in respect of each TG&B Share held, based on the weighted average closing price of CPL Common Shares on The Toronto Stock Exchange for the 20 trading days immediately preceding the effective date of the Arrangement. In order validly to make the Cash Election, a TG&B shareholder must surrender share certificates representing all of its TG&B Shares, together with a letter of transmittal in proper form, prior to 5:00 p.m. (Eastern time) on the later of: (i) September 15, 1998; and (ii) the second business day prior to any date to which the TG&B Shareholders meeting may be adjourned or postponed.

A joint management proxy circular of O&Q and TG&B, together with a copy of the notice of application and the notice of motion for approval of the final order, and a letter of transmittal and a form of proxy, was mailed to TG&B shareholders on or about July 7, 1998. The record date for purposes of determining TG&B shareholders entitled to receive notice of the TG&B Shareholders Meeting is the close of business on the date immediately preceding the giving of such notice.

Any TG&B shareholder desiring to appear at the hearing of the application scheduled for September 24, 1998, or the hearing scheduled for July 30, 1998, is required to serve upon TG&B’s solicitors, McCarthy Tétrault, at Toronto Dominion Bank Tower, Suite 4700, Toronto-Dominion Centre, Toronto, Ontario M5K 1E6, Attention: Michael Barrack, on or before 2:00 p.m. (Eastern time) on September 22, 1998 (or such time on July 28, 1998, in the case of the July 30, 1998, hearing), a notice of appearance, including an address for service, together with any evidence or materials to be presented to the Court and to file proof of such service and a copy of such materials with the Court at the Commercial Court office, 393 University Avenue, Toronto, Ontario M5G 1E6. Telephone enquiries concerning the application may be made to Michael Barrack at (416) 601-7894.

July 14, 1998

R. V. HORTE
Corporate Secretary

[29-4-o]

NOTICE:
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