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CN nomineesCN (TSX: CNR, NYSE: CNI) today filed with the Surface Transportation Board ("STB") a request to establish a procedural schedule for review of the voting trust that CN intends to use for its planned merger with Kansas City Southern (NYSE: KSU) (“KCS”).

CN’s filing today also includes the merger agreement with KCS that was finalized on May 13, 2021, when KCS deemed CN’s proposal superior and announced its intention to terminate the previously executed March 21, 2021 merger agreement with Canadian Pacific Railway Ltd. (“CP”).

CN is confident in its ability to gain approval for the voting trust and ultimately close the combination with KCS, and looks forward to the STB promptly setting forth its timetable for reviewing the voting trust.

In its application to the STB, CN requested that the STB adopt a procedural schedule for a brief public comment period on CN’s voting trust agreement. CN’s proposed voting trust structure has been public since April 26, 2021 and has identical terms and uses the same trustee as CP’s recently approved voting trust. CN’s filing with the STB also includes its merger agreement with KCS.

CN is preparing a renewed motion for the STB to approve its proposed voting trust to be filed on or before Friday, May 21, 2021. In this filing, CN will show that the significant public benefits of the transaction can only be achieved through use of a voting trust, and that these benefits substantially outweigh any potential public interest harm. CN will also demonstrate that its strong balance sheet, cash flows and credit ratings profile provide certainty that CN has the financial integrity to satisfy the STB’s public interest analysis.

CN is the better bid, better partner, better railway and best solution for KCS. CN’s proposal provides superior and more certain value for KCS shareholders and represents a pro-competitive solution that offers unparalleled opportunities for customers, employees, shareholders, the environment and the North American economy.

CN will continue to engage productively and respectfully with the KCS Board to deliver a superior and pro-competitive transaction to CN and KCS’ respective stakeholders.

CSAFE Global



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