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CN nomineesCN (TSX: CNR, NYSE: CNI) announced that it has entered into a Resolution Agreement with CIFF Capital and TCI (collectively “TCI”).

Earlier today, CN announced several changes to its Board including committing to appoint two new independent Directors to the Board by no later than CN’s 2022 Annual General Meeting (“AGM”).

The appointments of the two future independent directors to the Board have been mutually agreed between CN and TCI in the Resolution Agreement. As part of that Resolution Agreement, TCI has agreed to withdraw its requisition for a Special Meeting of Shareholders, which was previously scheduled to be held on March 22, 2022, and to support the election of all CN Director nominees at the 2022 and 2023 AGMs. In the event that either of the two new independent directors are unable to serve on the Board, CN and TCI have agreed, on a mutual agreement basis, to identify up to two alternate independent Directors with North American railroad experience prior to the 2022 AGM.

"We are pleased to have appointed a world-class CEO to lead CN during our next phase of growth and announced that we are continuing to add more highly qualified independent Directors to our Board. We have appreciated the input we have received from our shareholders throughout this process and are very excited about all that CN can achieve as we build the railway of the future." Robert Pace, Chair of the Board of Directors of CN.

“We are pleased to reach an arrangement that will strengthen CN’s Board with the addition of two new highly qualified Directors. TCI looks forward to constructive future engagement with CN.” Chris Hohn, TCI Founder and Portfolio Manager.

CSAFE Global


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