As
filed with the Securities and Exchange Commission on
May 4, 2022
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-10
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Canadian National Railway Company
(Exact Name of Registrant as Specified in Its Charter)
|
Canada |
|
98-0018609 |
(Province
or other jurisdiction of incorporation or
organization) |
|
(IRS
Employer Identification No.) |
| |
|
|
| |
4011 |
|
|
(Primary
Standard Industrial Classification Code Number) |
| |
935
de La Gauchetière Street West
Montreal, Québec, Canada H3B 2M9
(514) 399-5430 |
|
|
(Address
and telephone number of Registrant’s principal executive
offices) |
| |
CT
Corporation System
111 Eighth Avenue
New York, NY 10011
(212) 590-9070 |
|
(Name,
address (including zip code) and telephone number (including area
code)
of agent for service in the United States) |
| |
Copies to: |
|
Sean
Finn
Canadian National Railway Company
935 de La Gauchetière Street West
Montreal, Québec, Canada H3B 2M9
(514) 399-7091 |
|
John
B. Meade
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000 |
|
Approximate
date of commencement of proposed sale to the public: |
| At
such time or times on or after the effective date of this
Registration Statement as the Registrant shall
determine. |
|
Province
of Québec, Canada |
| (Principal
jurisdiction regulating this offering) |
It is proposed that this filing shall become effective (check
appropriate box):
|
A. |
¨ upon filing with the Commission pursuant to
Rule 467(a) (if in connection with an offering being made
contemporaneously in the United States and Canada). |
|
B. |
x at
some future date (check the appropriate box below): |
|
1. |
¨ pursuant to Rule 467(b) on (date) at
(time) (designate a time not sooner than 7 calendar days after
filing). |
|
2. |
¨ pursuant to Rule 467(b) on (date) at
(time) (designate a time not sooner than 7 calendar days or sooner
after filing) because the securities regulatory authority in the
review jurisdiction has issued a receipt or notification of
clearance (date). |
|
3. |
x pursuant to Rule 467(b) as soon as
practicable after notification of the Commission by the Registrant
or the Canadian securities regulatory authority of the review
jurisdiction that a receipt or notification of clearance has been
issued with respect thereto. |
|
4. |
¨ after the filing of the next amendment to this
Form (if preliminary material is being filed). |
If
any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to the home
jurisdiction’s shelf prospectus offering procedures, check the
following box. x
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registration Statement shall become effective as provided in
Rule 467 under the Securities Act of 1933 or on such date as
the Commission, acting pursuant to Section 8(a) of such
Act, may determine.
Part I
Information Required to be
Delivered to Offerees or Purchasers
SHORT FORM BASE SHELF PROSPECTUS
CANADIAN NATIONAL RAILWAY COMPANY
CAD$6,000,000,000
Debt Securities
Canadian National Railway Company (the “Company”) may offer and
issue from time to time unsecured debt securities (the
“Securities”) in one or more series in an aggregate principal
amount not to exceed CAD$6,000,000,000 or the equivalent, based on
the applicable exchange rate at the time of offering, in U.S.
dollars or such other currencies or units based on or relating to
such other currencies, as shall be designated by the Company at the
time of offering.
This prospectus does not qualify the issuance of debt securities in
respect of which the payment of principal and/or interest may be
determined, in whole or in part, by reference to one or more
underlying interests including, for example, an equity or debt
security, a statistical measure of economic or financial
performance including, but not limited to, any currency, consumer
price or mortgage index, or the price or value of one or more
commodities, indices or other items, or any other item or formula,
or any combination or basket of the foregoing items.
The specific terms of any offering of Securities will be set forth
in a prospectus supplement (a “prospectus supplement”) including,
where applicable, the title of the Securities, any limit on the
aggregate principal amount of the Securities, the maturity date of
the Securities, whether payment on the Securities will be senior or
subordinated to the Company’s other liabilities and obligations,
whether the Securities will bear interest, the interest rate or
method of determining the interest rate, whether any conversion or
exchange rights attach to the Securities, whether the Company may
redeem the Securities at its option and any other specific terms.
The Company reserves the right to include in a prospectus
supplement specific variable terms pertaining to the Securities
that are not within the descriptions set forth in this
prospectus.
All shelf information permitted under applicable laws to be omitted
from this prospectus will be contained in one or more prospectus
supplements that will be delivered to purchasers together with this
prospectus. Each prospectus supplement will be incorporated by
reference into this prospectus for the purposes of securities
legislation as of the date of the prospectus supplement and only
for the purposes of the distribution of the Securities to which the
prospectus supplement pertains.
The Company may offer and sell the Securities to or through
underwriters or dealers purchasing as principals or through agents.
The applicable prospectus supplement will identify each
underwriter, dealer or agent engaged by the Company in connection
with the offering and sale of the Securities and will set forth the
terms of the offering of such Securities and the method of
distribution, including, to the extent applicable, the proceeds to
the Company from the sale of the Securities, any public offering
price, any fees, discounts, commissions or any other compensation
payable to underwriters, dealers or agents and any other material
terms of the plan of distribution. See “Plan of Distribution”.
Unless otherwise specified in the applicable prospectus supplement,
each issue of Securities will be a new issue of Securities with no
established trading market. There is currently no market through
which the Securities may be sold and purchasers may not be able to
resell the Securities purchased under this prospectus and the
prospectus supplement relating to such Securities. This may affect
the pricing of such Securities in the secondary market, the
transparency and availability of trading prices, the liquidity of
the Securities and the extent of issuer regulation.
In this prospectus, unless the context otherwise indicates, the
“Company” refers to Canadian National Railway Company and its
subsidiaries.
All dollar amounts referred to in this prospectus are expressed in
Canadian dollars and have been prepared in accordance with United
States generally accepted accounting principles (GAAP) unless
otherwise specifically noted.
The Company is a Canadian issuer that is permitted, under a
multijurisdictional disclosure system adopted by the United States,
to prepare this prospectus in accordance with the disclosure
requirements of all the provinces and territories of Canada.
Prospective investors in the United States should be aware that
such requirements are different from those of the United
States.
Prospective investors should be aware that the acquisition of
the Securities may have tax consequences both in the United States
and in Canada. Such consequences for investors who are resident in,
or citizens of, the United States may not be fully described herein
or in any applicable prospectus supplement.
The enforcement by investors of civil liabilities under United
States federal securities laws may be affected adversely by the
fact that the Company is a Canadian corporation, that a majority of
its officers and directors are residents of Canada, that the
underwriters may be residents of Canada, that experts named in the
registration statement are residents of Canada and that a
substantial portion of the assets of the Company and said persons
may be located outside the United States. See “Enforcement of Civil
Liabilities under the U.S. Federal Securities Laws”.
These securities have not been approved or disapproved by the
U.S. Securities and Exchange Commission (the “SEC”) or any U.S.
state securities regulator nor has the SEC or any U.S. state
securities regulator passed upon the accuracy or adequacy of this
prospectus or any applicable prospectus supplement. Any
representation to the contrary is a criminal offense.
An investment in Securities involves significant risks that
should be carefully considered by prospective investors before
purchasing Securities. The risks outlined in this prospectus and in
the documents incorporated by reference herein, including the
applicable prospectus supplement, should be carefully reviewed and
considered by prospective investors in connection with any
investment in Securities. See “Risk Factors”.
The Company’s head office is located at 935 de La Gauchetière
Street West, Montreal, Quebec H3B 2M9.
table of
contents
Page
Documents Incorporated by
Reference
Information
has been incorporated by reference into this prospectus from
documents filed with securities commissions or similar authorities
in Canada. The following documents, filed with the
securities commission or other similar authority in each of the
provinces and territories of Canada, are incorporated by reference
into, and form an integral part of, this prospectus:
Any document of the type referred to in the preceding paragraph or
required to be incorporated by reference herein pursuant to
National Instrument 44-101 – Short-Form Prospectus
Distributions (excluding confidential material change reports,
if any) filed by the Company with securities commissions or similar
authorities in the provinces and territories of Canada subsequent
to the date of this prospectus and prior to the completion or
withdrawal of any offering under any prospectus supplement shall be
deemed to be incorporated by reference into this prospectus.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded, for purposes of this prospectus, to the
extent that a statement contained herein or in any other
subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such
statement. The modifying or superseding statement need not state
that it has modified or superseded a prior statement or include any
other information set forth in the document that it modifies or
supersedes. The making of a modifying or superseding statement
shall not be deemed an admission for any purposes that the modified
or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an
omission to state a material fact that is required to be stated or
that is necessary to make a statement not misleading in light of
the circumstances in which it was made. Any statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.
Upon a new annual information form and the related annual financial
statements being filed by the Company with, and, where required,
accepted by, the applicable securities regulatory authorities
during the currency of this prospectus, the previous annual
information form, the previous annual financial statements and all
interim financial statements, management’s discussions and analysis
and material change reports filed prior to the commencement of the
Company’s fiscal year with respect to which the new annual
information form is filed shall be deemed no longer to be
incorporated by reference into this prospectus for purposes of
future offers and sales of Securities hereunder. Upon interim
financial statements and the accompanying management’s discussion
and analysis being filed by the Company with the applicable
securities regulatory authorities during the currency of this
prospectus, all interim financial statements and the accompanying
management’s discussion and analysis filed prior to such new
interim consolidated financial statements and accompanying
management’s discussion and analysis shall be deemed no longer to
be incorporated by reference into this prospectus for purposes of
future offers and sales of the Securities hereunder. In addition,
upon a new management information circular for an annual meeting of
shareholders being filed by the Company with the applicable
securities regulatory authorities during the currency of this
prospectus, the previous management information circular filed in
respect of the prior annual meeting of shareholders shall be deemed
no longer to be incorporated by reference into this prospectus for
purposes of future offers and sales of the Securities
hereunder.
A prospectus supplement containing the specific terms in respect of
any Securities, updated disclosure of earnings coverage ratios, if
applicable, and other information in relation to the Securities
will be delivered to prospective purchasers of such Securities
together with this prospectus and will be deemed to be incorporated
by reference into this prospectus as of the date of such prospectus
supplement, but only for purposes of the offering of such
Securities covered by that prospectus supplement.
Copies of the documents incorporated herein by reference may be
obtained on request without charge from the Corporate Secretary,
Canadian National Railway Company, 935 de La Gauchetière Street
West, Montreal, Quebec, H3B 2M9 (telephone: (514) 399-7091), and
are also available electronically at www.sedar.com.
Available
Information
In addition to its continuous disclosure obligations under the
securities laws of the provinces of Canada, the Company is subject
to the information requirements of the United States Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and in
accordance therewith files reports and other information with the
SEC. Under the multijurisdictional disclosure system adopted by the
United States, such reports and other information may be prepared
in accordance with the disclosure requirements of Canada, which
requirements are different from those of the United States. Such
reports and other information, when filed by the Company in
accordance with such requirements, can be inspected and copied at
the Public Reference Room maintained by the SEC at 100 F Street,
N.E., Washington, D.C. 20549. The public may obtain information on
the operations of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains
reports and other information regarding issuers that file
electronically with the SEC. The address of that site is
http://www.sec.gov.
The Company has filed with the SEC a Registration Statement on
Form F-10 (the “Registration Statement”) under the United
States Securities Act of 1933, as amended (the “Securities Act”),
with respect to the Securities and of which this prospectus is a
part. This prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the
SEC. Reference is made to the Registration Statement and the
exhibits thereto for further information with respect to the
Company and the Securities.
Statement Regarding
Forward-Looking Information
Certain information included in this prospectus and the documents
incorporated by reference herein are “forward-looking statements”
within the meaning of the United States Private Securities
Litigation Reform Act of 1995 and under Canadian securities
laws, including statements based on management’s assessment and
assumptions and publicly available information with respect to the
Company. By their nature, forward-looking statements involve risks,
uncertainties and assumptions. The Company cautions that its
assumptions may not materialize and that current economic
conditions render such assumptions, although reasonable at the time
they were made, subject to greater uncertainty. These
forward-looking statements include, but are not limited to,
statements relating to revenue growth opportunities, including
those referring to general economic and business conditions;
statements relating to the Company’s ability to meet debt
repayments and future obligations in the foreseeable future,
including income tax payments, and capital spending; and statements
relating to pension contributions. Forward-looking statements could
further be identified by the use of terminology such as the Company
“believes”, “expects”, “anticipates”, or “assumes”, or references
to “outlook”, “plans”, “targets” or other similar words. Such
forward-looking statements are not guarantees of future performance
and involve risks, uncertainties and other factors which may cause
the actual results or performance of the Company to be materially
different from the outlook or any future results or performance
implied by such statements. Accordingly, readers are advised not to
place undue reliance on forward-looking statements.
Important risk factors that could affect the forward-looking
statements include, but are not limited to the duration and effects
of the COVID-19 pandemic, general economic and business conditions,
particularly in the context of the COVID-19 pandemic; industry
competition; inflation, currency and interest rate fluctuations;
changes in fuel prices; legislative and/or regulatory developments;
compliance with environmental laws and regulations; actions by
regulators; increases in maintenance and operating costs; security
threats; reliance on technology and related cybersecurity risk;
trade restrictions or other changes to international trade
arrangements; transportation of hazardous materials; various events
which could disrupt operations, including illegal blockades of rail
networks and natural events such as severe weather, droughts,
fires, floods and earthquakes; climate change; labor negotiations
and disruptions; environmental claims; uncertainties of
investigations, proceedings or other types of claims and
litigation; risks and liabilities arising from derailments; timing
and completion of capital programs; and other risks detailed from
time to time in reports filed by the Company with securities
regulators in Canada and the United States, including its Annual
Information Form and Form 40-F. See the section of this
prospectus entitled “Risk Factors” and the documents incorporated
by reference herein.
Forward-looking statements reflect information as of the date on
which they are made. The Company assumes no obligation to update or
revise forward-looking statements to reflect future events, changes
in circumstances, or changes in beliefs, unless required by
applicable Canadian securities laws. In the event the Company does
update any forward-looking statement, no inference should be made
that the Company will make additional updates with respect to that
statement, related matters, or any other forward-looking
statement.
The Company
The Company is engaged in the rail and related transportation
business. The Company's tri-coastal network of 18,600 route miles
of track spans Canada and the United States of America (U.S.),
connecting Canada’s Eastern and Western coasts with the U.S. South.
The Company's extensive network and efficient connections to all
Class I railroads provide its customers access to Canada, the
U.S. and Mexico. Essential to the economy, to the customers, and to
the communities it serves, the Company safely transports every year
more than 300 million tons of cargo, serving exporters, importers,
retailers, farmers and manufacturers. The Company and its
affiliates have been contributing to community prosperity and
sustainable trade since 1919. The Company is committed to programs
supporting social responsibility and environmental stewardship. The
Company's freight revenues are derived from seven commodity groups
representing a diversified and balanced portfolio of goods
transported between a wide range of origins and destinations.
Additional information about the Company’s business is included in
the documents incorporated by reference into this prospectus.
The Company’s registered and head office is located at 935 de La
Gauchetière Street West, Montreal, Quebec, H3B 2M9, and its
telephone number is 1-888-888-5909. The Company’s common shares are
listed for trading on the Toronto Stock Exchange under the symbol
“CNR” and the New York Stock Exchange under the symbol “CNI”.
Use of Proceeds
Except as may otherwise be set forth in a prospectus supplement,
the net proceeds from the sale of Securities will be used for
general corporate purposes, including the redemption and
refinancing of outstanding indebtedness, share repurchases,
acquisitions and other business opportunities.
Consolidated
Capitalization
The following table sets forth the consolidated capitalization of
the Company as at March 31, 2022. The consolidated
capitalization of the Company does not give effect to the issuance
of Securities that may be issued pursuant to this prospectus and
any prospectus supplement, since the aggregate principal amounts
and terms of such Securities are not presently known.
The data in the table below is derived from, and should be read in
conjunction with, the Company’s unaudited interim consolidated
financial statements as at and for the three months ended
March 31, 2022 and the notes related thereto, incorporated by
reference in this prospectus. There has been no material change in
the share and loan capital of the Company since March 31,
2022.
| |
|
As at
March 31, 2022 |
|
|
|
|
|
in
millions |
|
|
Current portion of long-term debt |
|
$ |
1,504 |
|
|
Operating lease liabilities included within Accounts payable and
other |
|
|
108 |
|
|
Long-term debt |
|
|
11,879 |
|
|
Operating lease liabilities |
|
|
322 |
|
| Total
debt |
|
$ |
13,813 |
|
|
Shareholders’ equity |
|
|
|
|
|
Common shares |
|
|
3,695 |
|
|
Common shares in Shares trusts |
|
|
(88 |
) |
|
Additional paid-in capital |
|
|
382 |
|
|
Accumulated other comprehensive loss |
|
|
(2,280 |
) |
|
Retained earnings |
|
|
20,143 |
|
| Total
shareholders’ equity |
|
|
21,852 |
|
|
Total capitalization |
|
$ |
35,665 |
|
Earnings Coverage
Ratio
The following earnings coverage ratios are calculated for the
twelve-month periods ended December 31, 2021 and March 31,
2022 and give effect to the issuance of all long-term debt of the
Company and repayment or redemption thereof since the beginning of
such twelve-month periods, as if such transactions had occurred on
the first day of such twelve-month periods. The adjusted earnings
coverage ratios further exclude the effects of the terminated
merger agreement between the Company and Kansas City Southern,
including the merger termination fee and transaction-related costs
in order to show the impact excluding these non-recurring items,
which we believe is useful for investors. These earnings coverage
ratios do not give effect to the issuance of any Securities that
may be issued pursuant to this prospectus and any prospectus
supplement, since the aggregate principal amounts and the terms of
such Securities are not presently known.
|
|
|
Twelve
months
ended
December 31, 20213 |
|
Twelve
months ended March 31, 20223 |
| Earnings
coverage ratio1 |
|
13.93
times |
|
13.76
times |
| Adjusted
earnings coverage ratio2 |
|
12.32
times |
|
12.15
times |
Earnings coverage ratio is equal to net income before interest and
income taxes divided by interest expense on all debt. Adjusted
earnings coverage ratio is equal to net income before interest,
income taxes, merger termination fee and transaction-related costs,
divided by interest expense on all debt. These ratios do not
purport to be indicative of earnings coverage ratios for any future
period.
The
Company’s interest expense requirements would have amounted to
approximately $499 million for each of the twelve-month periods
ended December 31, 2021 and March 31, 2022. The Company’s
net income before interest and income taxes for the twelve-month
periods ended December 31, 2021 and March 31, 2022, was
$6,952 million3 and $6,866 million3,
respectively, which is 13.93 times3 and 13.76
times3 the Company’s interest expense requirements for
the applicable period. The Company’s net income before interest,
income taxes, merger termination fee and transaction-related costs
for the twelve-month periods ended December 31, 2021 and March 31,
2022 was $6,150 million3 and $6,064 million3,
respectively, which is 12.32 times3 and 12.15
times3 the Company’s interest expense requirements for
the applicable period.
If the Company offers Securities having a term to maturity in
excess of one year under this prospectus and a prospectus
supplement, the prospectus supplement will include earnings
coverage ratios giving effect to the issuance of such Securities
and will reflect such other adjustments as may be required by
applicable Canadian securities law requirements.
1
Earnings coverage ratio is required by Item 6 of Form 44-101F1 of
Regulation 44-101 respecting Short Form Prospectus
Distributions, which specifies its composition.
2
Adjusted earnings coverage ratio is a non-GAAP measure and is not a
standardized financial measure under U.S. GAAP used to prepare the
financial statements of the Company and might not be comparable to
similar financial measures disclosed by other issuers. The
reconciliation of net income to net income before interest, income
taxes, merger termination fee and transaction-related costs for the
twelve-month periods ended December 31, 2021 and March
31, 2022 and the computation of adjusted earnings coverage is as
follows:
| |
|
Twelve months
ended
December 31, 2021 |
|
|
Twelve months ended
March 31, 2022 |
|
|
Net
income3 |
|
|
4,899 |
|
|
|
4,841 |
|
| Add
back: |
|
|
|
|
|
|
|
|
|
Interest |
|
|
610 |
|
|
|
606 |
|
| Income
tax3 |
|
|
1,443 |
|
|
|
1,419 |
|
|
Merger termination fee |
|
|
(886 |
) |
|
|
(886 |
) |
|
Transaction-related costs |
|
|
84 |
|
|
|
84 |
|
| Net
income before interest, income taxes, merger termination fee and
transaction-related costs |
|
|
6,150 |
|
|
|
6,064 |
|
|
Interest expense requirements on all debt (note 1) |
|
|
499 |
|
|
|
499 |
|
|
Adjusted earnings coverage ratio |
|
|
12.32 |
|
|
|
12.15 |
|
Note 1: Interest expense requirements on all debt is the same
number used in the calculation of the earnings coverage ratio and
is calculated as interest expense adjusted to annualize interest
expense for debt issuances during the year, exclude interest
expense for debt redemptions during the year and remove bridge
financing fees related to the cancelled bridge loan agreement in
connection with the terminated merger agreement with Kansas City
Southern.
3 In
the first quarter of 2022, the Company changed its method of
calculating market-related values of pension assets for its defined
benefit plans using a retrospective approach. Figures as of
December 31, 2021 reflect the change in methodology. See “Note 2 –
Change in accounting policy” to the Q1 2022 Interim Financial
Statements for additional information.
Description of
Securities
The following description sets forth certain general terms and
provisions of the Securities. The Company may issue Securities
either separately, or together with or upon the conversion of or in
exchange for other securities. The particular terms and provisions
of each series of Securities the Company may offer will be
described in greater detail in the related prospectus supplement
which may provide information that is different from this
prospectus. The Company reserves the right to include in a
prospectus supplement specific variable terms pertaining to the
Securities that are not within the descriptions set forth in this
prospectus. Senior Securities of the Company may be issued under a
senior indenture dated as of July 12, 2013, between the
Company and BNY Trust Company of Canada, as trustee (the “Canadian
Senior Indenture”), or under a senior indenture dated as of
June 1, 1998, as amended and supplemented, between the Company
and The Bank of New York Mellon, as trustee (the “U.S. Senior
Indenture” and together with the Canadian Senior Indenture, the
“Senior Indentures”). Senior Securities issued under the Canadian
Senior Indenture will not be offered or sold to persons in the
United States. Subordinated Securities may be issued under a
subordinated indenture, dated as of June 23, 1999, as amended
and supplemented, between the Company and BNY Trust Company of
Canada, as trustee (the “Subordinated Indenture”). Securities may
also be issued under new indentures between the Company and a
trustee or trustees as will be described in a prospectus supplement
for such Securities. The Senior Indentures and the Subordinated
Indenture are sometimes referred to collectively as the
“indentures”, and the trustees under the indentures are sometimes
referred to collectively as the “trustees”.
The following summary of certain provisions of the indentures and
the Securities is not meant to be complete and is subject to and
qualified in its entirety by the detailed provisions of the
indentures. For more information, you should refer to the full text
of the indentures and the Securities, including the definitions of
certain terms not defined herein, and the related prospectus
supplement. Prospective investors should rely on information in the
prospectus supplement if it is different from the following
information.
Unless otherwise indicated, references to the “Company” in this
description of Securities are to Canadian National Railway Company
but not to any of its subsidiaries.
General
The indentures do not limit the aggregate principal amount of
Securities the Company may issue and do not limit the amount of
other indebtedness the Company or any of its subsidiaries may
incur. The Company may issue Securities from time to time in
separate series. Securities may also be issued pursuant to a
medium-term note program. Unless otherwise specified in a
prospectus supplement,
|
· |
Securities will be unsecured obligations of the Company; |
|
· |
senior Securities will rank equally with all other unsecured
and unsubordinated indebtedness of the Company; and |
|
· |
subordinated Securities will be subordinate, in right of
payment, to all senior indebtedness (as defined in the Subordinated
Indenture). |
The Company conducts a substantial portion of its operations
through its subsidiaries. Claims of creditors of the Company’s
subsidiaries generally have priority with respect to the assets and
earnings of those subsidiaries over the claims of creditors of the
Company, including holders of the Securities. The Securities
therefore will effectively be subordinated to creditors of the
Company’s subsidiaries. The Securities will also be subordinated to
any liabilities of the Company that are secured by any of the
Company’s assets including, without limitation, those under capital
leases.
A prospectus supplement will describe the terms of any series of
Securities the Company may offer and may include the following:
|
· |
the title of the Securities; |
|
· |
any limit on the aggregate principal amount of Securities that
may be issued; |
|
· |
the date(s) of maturity and the portion (if less than all
of the principal amount) of the Securities to be payable upon
declaration of acceleration of maturity; |
|
· |
the ranking of the Securities relative to our other liabilities
and obligations; |
|
· |
whether the Securities are to be issued at an original issue
discount; |
|
· |
the rate(s) of interest, if any, or the method of
calculation, the date(s) interest will begin to accrue, the
date(s) interest will be payable and the regular record
date(s) for interest payments or the method for determining
such date(s); |
|
· |
the covenants applicable to the Securities; |
|
· |
any mandatory or optional sinking fund or analogous
provisions; |
|
· |
the date(s), if, any, and the price(s) at which the
Company is obligated, pursuant to any special mandatory redemption
provisions or otherwise, to redeem, or at a holder’s option to
purchase, such series of Securities and other related terms and
provisions; |
|
· |
the currency or currencies of any payments to be made on the
Securities; |
|
· |
the period(s) within which, the price(s) at which,
and the terms upon which, the Securities may be redeemed, in whole
or in part, at the option of the Company; |
|
· |
whether or not the Securities will be issued in global form,
their terms and the depositary; |
|
· |
the terms upon which a global note may be exchanged in whole or
in part for other Securities; |
|
· |
the terms, if any, under which the Securities are convertible
into common shares or any other security of the Company; and |
|
· |
any other terms of the series of Securities. |
In addition to new issues of Securities, this prospectus may be
used in connection with the remarketing of outstanding Securities,
in which case the terms of the remarketing and of the remarketed
Securities will be set forth in the prospectus supplement.
Conversion or Exchange of Securities
If applicable, the prospectus supplement will set forth the terms
on which a series of Securities may be converted into or exchanged
for other securities of the Company. These terms will include
whether conversion or exchange is mandatory, or is at the option of
the holder or of the Company. The Company will also describe in the
prospectus supplement how it will calculate the number of
securities that holders of Securities would receive if they convert
or exchange their Securities.
Events of Default
Under the indentures, an “event of default” with respect to any
series of Securities includes any of the following:
|
· |
failure to pay any principal or premium, when due; |
|
· |
failure to pay any interest when due, and this failure
continues for 30 days; |
|
· |
failure to pay any sinking fund installment when due; |
|
· |
failure to perform any covenant or agreement relating to the
Securities or in the applicable indenture, and the failure
continues for 90 days (60 days in the case of series of Securities
issued under the Subordinated Indenture) after written notice by
the trustee or by holders of at least 25% in aggregate principal
amount outstanding; |
|
· |
certain events of bankruptcy, insolvency or reorganization;
and |
|
· |
any other event of default provided for that series of
Securities. |
If an event of default occurs and is continuing, either the trustee
or the holders of at least 25% in principal amount of the
outstanding Securities of any series affected by the default, may
notify the Company (and the trustee, if notice is given by the
holders) and declare that the unpaid principal is due and payable
immediately. However, subject to certain conditions, the holders of
a majority in aggregate principal amount of the Securities of the
affected series can rescind and annul this declaration for
accelerated payment. The Company will furnish the trustees with an
annual certificate as to compliance with certain covenants
contained in the particular indenture.
No event of default with respect to any particular series of
securities necessarily constitutes an event of default with respect
to any other series of securities. In particular, for each series
of securities originally issued prior to November 20, 2012
under the Senior Indentures, an “event of default” also includes
the failure to pay principal when due, or acceleration, of any
indebtedness of the Company in an aggregate principal amount
exceeding $75 million, and such acceleration is not rescinded or
annulled within 30 days after written notice by the trustee or
holders of at least 25% in aggregate principal amount outstanding.
In addition, for each series of securities originally issued prior
to November 20, 2012, an event of default occurs upon the
failure to perform any covenant or agreement relating to the
securities or in the applicable indenture if the failure continues
for 60 days instead of the 90 days for the Securities.
Subordinated Securities
The terms of a series of subordinated Securities will be set forth
in the relevant indenture and the prospectus supplement. The
subordinated Securities will be unsecured obligations of the
Company and will be subordinate in right of payment to Securities
issued under the Senior Indentures and certain other indebtedness
of the Company.
Satisfaction and Discharge of Indentures
The Company may terminate its obligation with respect to a series
of Securities under the indentures if:
|
· |
all the outstanding Securities of a series have been delivered
to the trustee for cancellation; |
|
· |
the Company has paid all sums it is required to pay under the
respective indenture; or |
|
· |
the Company deposits with the trustee, in trust, sufficient
funds, or governmental securities, to cover payments due on all
Securities of such series for principal, premium, if any, and
interest and any other sums due under the applicable indenture to
the stated maturity date or a redemption date of the
Securities. |
Such defeasance is subject to the Company meeting certain
conditions set forth in the indentures.
Modification and Waiver
The Company and the trustees may modify or amend the indentures by
obtaining approval by the holders of at least a majority of the
aggregate principal amount of the outstanding Securities of each
series that is affected. However, certain changes cannot be made
without the consent of the holders of all outstanding Securities
affected by such changes. In particular, the holders of all
outstanding Securities so affected must consent to changes in:
|
· |
the stated maturity date; |
|
· |
the principal, premium, or interest payments, if any; |
|
· |
the place or currency of any payment; |
|
· |
the rights of holders to enforce payment; |
|
· |
the percentage in principal amount of outstanding Securities of
any series, the consent of whose holders is needed to modify, amend
or waive certain provisions of the indentures or certain defaults;
or |
|
· |
if applicable, the subordination provisions. |
Except as otherwise specified for a series of Securities, the
holders of at least a majority in aggregate principal amount of the
outstanding Securities of any series issued can waive, or cause the
trustees, on behalf of the holders of the entire series, to waive
compliance with certain provisions of the relevant indenture. In
addition, holders of at least a majority in principal amount of the
outstanding Securities of a series can consent to, or cause the
trustees to waive any past default under the relevant indentures,
except for the following:
|
· |
a default in any payments due under the relevant indenture;
and |
|
· |
a default under an indenture provision that can be modified or
amended only with the consent of each holder of an outstanding
series of Securities. |
For each series of securities originally issued under the U.S.
Senior Indenture prior to November 20, 2012, consent of the
holders of at least 662/3 in aggregate principal amount of the
outstanding securities of that series is required for
modifications, amendments or waivers.
Consolidation, Merger and Sale of Assets
Each indenture provides that the Company may consolidate,
amalgamate or merge with or into any other corporation or sell,
convey or lease all or substantially all of its property to any
other corporation authorized to acquire and operate the same;
provided that upon any such consolidation, amalgamation, merger,
sale, conveyance or lease, (i) the successor entity (if other
than the Company) is organized under the laws of a Canadian or U.S.
jurisdiction; (ii) the payment of the principal and premium,
if any, and interest on all of the Securities according to their
terms, and the performance of all the covenants and conditions
under that indenture to be performed by the Company, shall be
expressly assumed, by supplemental indenture satisfactory to the
relevant trustee, by the corporation (if other than the Company)
formed by such consolidation or amalgamation, or into which the
Company shall have been merged, or by the corporation which shall
have acquired or leased such property; and (iii) no event of
default or event that could give rise to an event of default will
have occurred and be continuing.
Restrictions on Secured Debt
The Company has covenanted in the Senior Indentures that it will
not, nor will it permit a subsidiary to, create, issue, incur,
assume or guarantee, any indebtedness for money borrowed, or
guarantees of such indebtedness, now or hereafter existing which is
secured by any mortgage, pledge, hypothec, lien, security interest,
privilege, conditional sale or other title retention agreement or
similar encumbrance (a “Mortgage”) on any present or future Railway
Properties of the Company or on any shares of stock of any Railroad
Subsidiary (“Secured Debt”), without first making effective
provision whereby all outstanding Securities issued thereunder
shall be secured by the Mortgage equally and ratably with such
other indebtedness or guarantee thereby secured unless, after
giving effect to such creation, issuance, incurrence, assumption or
guarantee, the sum of the aggregate amount of all outstanding
Secured Debt of the Company and its subsidiaries would not exceed
an amount equal to 10% of the Consolidated Net Tangible Assets. For
Secured Debt that provides for an amount less than the principal
amount thereof to be due and payable upon the acceleration of its
final maturity, the principal amount of the Secured Debt at any
time its principal amount is measured shall be the principal amount
due and payable on the Secured Debt if the Secured Debt were to be
accelerated at that time. The negative pledge covenant is also
subject to certain exceptions. For example, this restriction
excludes any Mortgage upon Railway Properties existing or created
at the time the Railway Properties are acquired, or Mortgages
existing on the shares or to secure indebtedness of a corporation
at the time such corporation becomes a subsidiary, and any
extension, renewal or replacement of any such Mortgage. As used in
such covenant, the term “Railway Properties” means all main and
branch lines of railway located in Canada or the United States,
including all real property used as the right of way for such
lines; the term “Railroad Subsidiary” means a subsidiary whose
principal assets are Railway Properties; the term “subsidiary”,
subject to certain exceptions, means a corporation a majority of
the outstanding voting shares of which are owned, directly or
indirectly, by the Company or by one or more subsidiaries of the
Company, or by the Company and one or more subsidiaries of the
Company; and the term “Consolidated Net Tangible Assets” means, at
any date, the total amount of assets of the Company determined on a
consolidated basis after deducting all liabilities due within one
year, all goodwill, trade names, trademarks, patents, unamortized
debt discount and expenses and other like intangibles and all
appropriate adjustments on account of minority interests of other
persons holding stock of the subsidiaries, as set forth or
reflected on the most recent consolidated balance sheet of the
Company. The 10% of the Consolidated Net Tangible Assets exclusion
does not apply in the case of series of securities originally
issued under the Senior Indentures prior to November 20,
2012.
Plan of
Distribution
The Company may sell the Securities to or through underwriters or
dealers purchasing as principals or through agents.
The applicable prospectus supplement will identify each
underwriter, dealer or agent engaged by the Company in connection
with the offering and sale of the Securities and will set forth the
terms of the offering of such Securities and the method of
distribution, including, to the extent applicable, the proceeds to
the Company from the sale of the Securities, any public offering
price, any delayed delivery arrangements, any fees, discounts,
commissions or any other compensation payable to underwriters,
dealers or agents and any other material terms of the plan of
distribution. Any initial public offering price and any fees,
discounts, commissions or any other compensation payable to
underwriters, dealers or agents may be changed from time to time.
Unless otherwise set forth in the prospectus supplement relating
thereto, the obligations of the underwriters to purchase the
Securities will be subject to certain conditions and the
underwriters will be obligated to purchase all of the Securities if
any are purchased.
The Securities may be sold from time to time in one or more
transactions at a fixed price or prices which may be changed or at
market prices prevailing at the time of sale, or at prices related
to such prevailing market prices or at negotiated prices.
Underwriters, dealers and agents who participate in the
distribution of the Securities may be entitled under agreements to
be entered into with the Company to indemnification by the Company
against certain liabilities, including liabilities under securities
legislation, or to contribution with respect to payments which such
underwriters, dealers or agents may be required to make in respect
thereof. Such underwriters, dealers and agents may be customers of,
engage in transactions with or perform services for, the Company in
the ordinary course of business.
Unless otherwise specified in the applicable prospectus supplement,
each issue of Securities will be a new issue of Securities with no
established trading market. There is currently no market through
which the Securities may be sold and purchasers may not be able to
resell the Securities purchased under this prospectus and the
prospectus supplement relating to such Securities. This may affect
the pricing of such Securities in the secondary market, the
transparency and availability of trading prices, the liquidity of
the Securities and the extent of issuer regulation. Subject to
applicable laws, certain dealers may make a market in the
Securities, but will not be obligated to do so and may discontinue
any market making at any time without notice. No assurance can be
given that any broker-dealer will make a market in the Securities
or as to the liquidity of the trading market for the
Securities.
If so indicated in the applicable prospectus supplement, the
Company may authorize dealers or other persons acting as agents to
solicit offers by certain institutions to purchase the Securities
directly from the Company pursuant to contracts providing for
payment and delivery on a future date. These contracts will be
subject only to the conditions set forth in the applicable
prospectus supplement which will also set forth the commission
payable for solicitation of such contacts.
One or more firms, referred to as “remarketing firms”, may also
offer or sell Securities, if the prospectus supplement so
indicates, in connection with a remarketing arrangement upon their
purchase. Remarketing firms will act as principals for their own
accounts or as agents for the Company. These remarketing firms will
offer or sell the Securities pursuant to the terms of the
Securities. The prospectus supplement will identify any remarketing
firm and the terms of its agreement, if any, with the Company and
will describe the remarketing firm’s compensation. Remarketing
firms may be deemed to be underwriters in connection with the
Securities they remarket. Remarketing firms may be entitled under
agreements that may be entered into with the Company to
indemnification by the Company against certain civil liabilities,
including liabilities under securities legislation, or to
contribution in respect thereof, and may be customers of, engage in
transactions with or perform services for the Company in the
ordinary course of business.
Risk Factors
Investment in the Securities is subject to a number of risks.
Before deciding whether to invest in any Securities, prospective
investors should carefully consider the information contained in,
or incorporated by reference in, this prospectus, including,
without limitation, the risks identified and discussed in the AIF,
the 2021 MD&A and the Q1 2022 MD&A of the Company which are
incorporated by reference in this prospectus and those described or
incorporated by reference in a prospectus supplement relating to a
specific offering of Securities.
Taxation
The applicable prospectus supplement will describe the material
Canadian and United States federal income tax consequences to an
initial investor acquiring the Securities, including whether
payments of principal, premium, if any, and interest in respect of
the Securities will be subject to Canadian non-resident withholding
tax and any such consequences relating to Securities payable in a
currency other than United States dollars, Securities that are
issued at an original issue discount or subject to early redemption
or other special terms.
Legal Matters
Unless otherwise specified in the prospectus supplement relating to
a particular offering of Securities, certain legal matters will be
passed upon for the Company by the Executive Vice-President,
Corporate Services and Chief Legal Officer of the Company and by
Stikeman Elliott LLP. The validity of Securities governed by New
York law will be passed upon for the Company by Davis
Polk & Wardwell LLP, New York, New York. Davis
Polk & Wardwell LLP may rely on the opinion of the
Executive Vice-President, Corporate Services and Chief Legal
Officer of the Company as to all matters of Canadian federal and
Quebec laws.
Enforcement of Judgments
Against Foreign Persons
Jo-ann dePass Olsovsky, Denise Gray, Justin M. Howell, James E.
O’Connor and Laura Stein, directors of the Company, reside outside
of Canada. They have appointed Canadian National Railway Company,
935 de La Gauchetière Street West, Montreal, Quebec H3B 2M9,
attention Corporate Secretary, as agent for service of process in
Canada. Purchasers are advised that it may not be possible for
investors to enforce judgments against any person that resides
outside of Canada, even if the party has appointed an agent for
service of process.
Independent
Auditors
KPMG LLP, Montreal, Quebec, is the external auditor who prepared
the Reports of Independent Registered Public Accounting Firm to the
Shareholders and Board of Directors of the Company on the
consolidated balance sheets of the Company as of December 31,
2021 and 2020 and the related consolidated statements of income,
comprehensive income, changes in shareholders’ equity and cash
flows for each of the years in the two-year period ended
December 31, 2021 and the related notes, and the effectiveness
of internal control over financial reporting as of
December 31, 2021, incorporated by reference in this
prospectus. KPMG LLP have confirmed with respect to the Company
that they are independent within the meaning of the relevant
rules and related interpretations prescribed by the relevant
professional bodies in Canada and any applicable legislation or
regulation.
Enforceability of Civil
Liabilities Under the U.S. Federal Securities Laws
The Company is a Canadian company and is governed by the laws of
Canada. A substantial portion of its assets are located outside the
United States and a majority of its officers and directors and of
the experts named herein are residents of Canada. As a result, it
may be difficult for investors to effect service within the United
States upon the Company and those directors, officers and experts,
or to realize in the United States upon judgments of courts of the
United States predicated upon civil liability of the Company and
such directors, officers or experts under the United States federal
securities laws. The Company has been advised by its Chief Legal
Officer that there is doubt as to the enforceability in a Canadian
court in original actions, or in actions to enforce judgments of
United States courts, of civil liabilities predicated upon United
States federal securities laws.
Documents Filed As Part of
the Registration Statement
The following documents have been filed with the SEC as part of the
Registration Statement of which this prospectus is a part:
(i) the documents listed in the first paragraph under
“Documents Incorporated by Reference”; (ii) the consent of
KPMG LLP, independent registered public accounting firm;
(iii) powers of attorney from directors and officers of the
Company; (iv) the U.S. Senior Indenture, the Canadian Senior
Indenture and the Subordinated Indenture; and
(v) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of The Bank of New York Mellon, as trustee
under the U.S. Senior Indenture.
Part II
Information Not Required
to be
Delivered to Offerees or Purchasers
Indemnification
Under the Canada Business Corporations Act (the “CBCA”), a
corporation may indemnify a present or former director or officer
of the corporation or another individual who acts or acted at the
corporation’s request as a director or officer, or an individual
acting in a similar capacity, of another entity, against all costs,
charges and expenses, including an amount paid to settle an action
or satisfy a judgment, reasonably incurred by the individual in
respect of any civil, criminal, administrative, investigative or
other proceeding in which the individual is involved because of
that association with the corporation or other entity. A
corporation may advance moneys to a director, officer or other
individual for the costs, charges and expenses of a proceeding
referred to above. A corporation may not indemnify an individual as
aforesaid unless the individual acted honestly and in good faith
with a view to the best interests of the corporation, or, as the
case may be, to the best interests of the other entity for which
the individual acted as a director or officer or in a similar
capacity at the corporation’s request and, in the case of a
criminal or administrative action or proceeding that is enforced by
a monetary penalty, the individual had reasonable grounds for
believing that the individual’s conduct was lawful. If the
individual does not fulfill the aforesaid conditions, the
individual shall repay the moneys advanced by the corporation. A
corporation may, with the approval of a court, indemnify or advance
moneys as aforesaid in connection with a derivative action. A
present or former director or officer of the corporation or another
individual who acts or acted at the corporation’s request as a
director or officer, or an individual acting in a similar capacity,
of another entity, is entitled to indemnity from the corporation in
respect of all costs, charges and expenses reasonably incurred by
the individual in connection with the defense of any civil,
criminal, administrative, investigative or other proceeding to
which the individual is subject, because of the individual’s
association with the corporation or other entity if the individual
seeking indemnity was not judged by the court or other competent
authorities to have committed any fault or omitted to do anything
that the individual ought to have done and fulfills the conditions
referred to above.
In accordance with the CBCA, the by-laws of the Company indemnify a
director or officer of the Company, a former director or officer of
the Company or any person who acts or acted at the Company’s
request as a director or officer or an individual acting in a
similar capacity, of another entity, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by the individual in respect of any
civil, administrative, investigative or other proceeding in which
the individual is involved because of that association with the
Company or other entity. The Company may extend the benefits of the
foregoing indemnification to other persons provided such persons
are designated by way of a resolution of the board of directors of
the Company.
A policy of directors’ and officers’ liability insurance is
maintained by the Company which insures its directors and officers
for losses as a result of claims based upon their acts or omissions
as directors and officers of the Company, and also reimburses the
Company for amounts paid by the Company to indemnify its directors
and officers as a result of such claims.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the “Act”) may be permitted to directors,
officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the
opinion of the U.S. Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is therefore unenforceable.
|
Exhibit No. |
|
Description of Exhibit |
| |
|
|
| 4.1 |
|
Annual
Information Form of the Company dated February 1, 2022
(incorporated by reference to Form 40-F filed with the
Securities and Exchange Commission on February 1,
2022) |
| |
|
|
| 4.2 |
|
The
audited consolidated financial statements of the Company for the
years ended December 31, 2021 and 2020 and related notes
thereto, together with the Report of the Independent Registered
Public Accounting Firm thereon and on the effectiveness of
the Company’s internal controls over financial reporting, and
Management’s Discussion and Analysis of Financial Results of the
Company, as contained in the Annual Report of the Company for the
year ended December 31, 2021 (incorporated by reference to
Form 6-K filed with the Securities and Exchange Commission on
February 1, 2022) |
| |
|
|
| 4.3 |
|
The Management Information Circular
of the Company dated April 5, 2022 prepared in connection with the
Company’s annual meeting of shareholders to be held on May 20, 2022
(incorporated by reference to Form 6-K filed with the
Securities and Exchange Commission on April 19, 2022) |
| |
|
|
| 4.4 |
|
The unaudited interim consolidated
financial statements of the Company as at and for the three months
ended March 31, 2022 and the notes related thereto, and
Management’s Discussion and Analysis of Financial Results of the
Company (incorporated by reference to Form 6-K filed with the
Securities and Exchange Commission on April 26, 2022) |
| |
|
|
| 5.1 |
|
Consent
of KPMG LLP |
| |
|
|
| 6.1 |
|
Powers
of Attorney given by officers and directors signing this
Registration Statement (set forth on the signature page) |
| |
|
|
| 7.1 |
|
Indenture
dated as of June 1, 1998 between the Company and The Bank of
New York Mellon (formerly known as The Bank of New York), as
Trustee (incorporated by reference to Registration Statement (File
No. 333-236376) on Form F-10 filed February 11, 2020, Exhibit
7.1). |
| |
|
|
| 7.2 |
|
Third
Supplemental Indenture dated as of November 20, 2012 between
the Company and The Bank of New York Mellon (incorporated by
reference to Form 6-K filed with the Securities and Exchange
Commission on November 20, 2012, Item 1) |
| |
|
|
| 7.3 |
|
Form T-1
Statement of Eligibility under the Trust Indenture Act of
1939 as amended of The Bank of New York Mellon (formerly known as
The Bank of New York), as Trustee with respect to the indenture
dated as of June 1, 1998 |
| |
|
|
| 7.4 |
|
Indenture
dated as of July 12, 2013 between the Company and BNY Trust
Company of Canada, as Trustee (incorporated by reference to
Registration Statement (File No. 333-192522) on Form F-10
filed November 25, 2013, Exhibit 7.4) |
| |
|
|
| 7.5 |
|
Indenture
dated as of June 23, 1999 between the Company and BNY Trust
Company of Canada (formerly The Trust Company of Bank of Montreal),
as Trustee (incorporated by reference to Registration Statement
(File No. 333- 223014) on Form F-10 filed on
February 13, 2018, Exhibit 7.5) |
| |
|
|
| 107 |
|
Filing
Fee Tables |
Additional exhibits to this Registration Statement may be
subsequently filed in reports on Form 40-F or on Form 6-K
that specifically state that such materials are incorporated by
reference as exhibits in Part II of this Registration
Statement.
Part III
Undertaking and Consent
to Service of Process
Item 1. Undertaking
The Registrant undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the
Commission staff, and to furnish promptly, when requested to do so
by the Commission staff, information relating to the securities
registered pursuant to Form F-10 or to transactions in said
securities.
Item 2. Consent to Service of Process
Concurrently with the filing of this Registration Statement on
Form F-10, the Registrant is filing with the Commission a
written irrevocable consent and power of attorney on
Form F-X.
Concurrently with the filing of this Registration Statement on
Form F-10, BNY Trust Company of Canada is filing with the
Commission a written irrevocable consent and power of attorney on
Form F-X.
Any change to the name or address of the agent for service of the
Registrant and BNY Trust Company of Canada shall be communicated
promptly to the Commission by amendment to Form F-X
referencing the file number of this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that is has reasonable grounds to believe that
it meets all of the requirements for filing on Form F-10 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Montreal, Province of Québec, Country of Canada, on this 4th day
of May, 2022.
| |
CANADIAN
NATIONAL RAILWAY COMPANY |
| |
|
| |
|
| |
By: |
/s/ Tracy Robinson |
| |
|
Name: |
Tracy
Robinson |
| |
|
Title: |
President
and Chief Executive Officer |
| |
By: |
/s/
Sean Finn |
| |
|
Name: |
Sean
Finn |
| |
|
Title: |
Executive
Vice-President, Corporate
Services and Chief Legal Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes any one
of Tracy Robinson, Ghislain Houle, Sean Finn or Bernd Beyer, with
full power of substitution, to execute in the name of such person
and to file any amendment or post-effective amendment to this
Registration Statement, making such changes in this Registration
Statement as the Registrant deems appropriate, and appoints any one
of Tracy Robinson, Ghislain Houle, Sean Finn or Bernd Beyer, with
full power of substitution, attorney-in- fact to sign in his behalf
individually and in each capacity below and to file any amendment
and post-effective amendment to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form F-10 has been signed below by
the following persons in the capacities indicated below on this 4th
day of May, 2022.
|
Signature |
|
Title |
| |
|
|
|
/s/
Tracy Robinson |
|
Director,
President and Chief Executive Officer |
| Tracy
Robinson |
|
(Principal
Executive Officer) |
| |
|
|
|
/s/
Ghislain Houle |
|
Executive
Vice-President and Chief Financial Officer |
| Ghislain
Houle |
|
(Principal
Financial Officer and Principal Accounting Officer) |
| |
|
|
|
/s/
Robert Pace |
|
Director
and Chair of the Board |
| Robert
Pace |
|
|
| |
|
|
|
/s/
Shauneen Bruder |
|
Director
and Vice Chair of the Board |
| Shauneen
Bruder |
|
|
| |
|
|
|
/s/
Denise Gray |
|
Director |
| Denise
Gray |
|
|
| |
|
|
|
/s/
Justin M. Howell |
|
Director |
| Justin
M. Howell |
|
|
| |
|
|
|
/s/
The Honorable Kevin G. Lynch |
|
Director |
| The
Honorable Kevin G. Lynch |
|
|
| |
|
|
|
/s/
Margaret A. McKenzie |
|
Director |
| Margaret
A. McKenzie |
|
|
| |
|
|
|
/s/
James E. O’Connor |
|
Director |
| James
E. O’Connor |
|
|
| |
|
|
|
/s/
Jo-ann dePass Olsovsky |
|
Director |
| Jo-ann
dePass Olsovsky |
|
|
| |
|
|
|
/s/
Robert L. Phillips |
|
Director |
| Robert
L. Phillips |
|
|
| |
|
|
|
/s/
Laura Stein |
|
Director |
| Laura
Stein |
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the
Securities Act of 1933, the undersigned has signed this
Registration Statement on Form F-10, solely in the capacity of
the duly authorized representative of Canadian National Railway
Company in the United States on this 4th day of May, 2022.
| |
By: |
/s/
Jody Evely |
| |
|
Name: |
Jody
Evely |
| |
|
Title: |
Authorized
Representative in the United States |
Canadian National Railway (NYSE:CNI)
Historical Stock Chart
From May 2022 to Jun 2022
Canadian National Railway (NYSE:CNI)
Historical Stock Chart
From Jun 2021 to Jun 2022
