CN (TSX: CNR) (NYSE: CNI) announced that a new Chairperson and the director nominees listed in the management information circular dated April 5, 2022, were elected as directors of CN. The detailed results of the vote are available below.

Shauneen Bruder was unanimously elected by the board of directors as board chair. Ms. Bruder was, until her retirement on October 31, 2019, the Executive Vice-President, Operations at the Royal Bank of Canada (RBC) where she was responsible for overseeing operations related to all personal and business clients in Canada. Ms. Bruder joined CN’s board in 2017.

“I am honoured to become the Chair of the CN Board of Directors. I would like to thank Robert Pace for his leadership over many years and wish him the best as he retires from the Board. I am also pleased to welcome David Freeman, Robert Knight, and Susan C. Jones to the Board. They bring to their roles a deep expertise in transportation, operations and executive leadership which will be an asset as CN continues its journey to become the unquestioned leader among North American railways. The newly elected board and I very much look forward to working with our new CEO, Tracy Robinson.

I would also like to reiterate our commitment to recruiting a francophone and Quebec based director. We intend to appoint the new director in the coming months. We have selected a leading Montreal based search firm to assist us with the search. CN takes this process very seriously. It will be rigorous, of the highest integrity and consistent with our principles of best in class governance.”

-   Shauneen Bruder, Chair of the Board of CN.

Election of Directors

On a vote by ballot, each of the following 11 nominees proposed by management was elected as a director of CN during the election of directors held at CN’s Annual Meeting of Shareholders (“Meeting”) on May 20, 2022 via online webcast are set out below.

Nominee Votes For % For Votes Withheld % Withheld
Shauneen Bruder 544,480,950 98.34 % 9,173,285 1.66 %
Jo-ann dePass Olsovsky 552,824,951 99.85 % 829,409 0.15 %
David Freeman 552,423,390 99.78 % 1,230,538 0.22 %
Denise Gray 543,381,273 98.14 % 10,273,087 1.86 %
Justin M. Howell 549,719,019 99.29 % 3,935,341 0.71 %
Susan C. Jones 548,081,435 98.99 % 5,572,925 1.01 %
Robert Knight 552,587,333 99.81 % 1,066,893 0.19 %
The Hon. Kevin G. Lynch 523,729,949 94.60 % 29,924,411 5.40 %
Margaret A. McKenzie 547,907,964 98.96 % 5,746,396 1.04 %
Robert L. Phillips 527,223,659 95.23 % 26,430,701 4.77 %
Tracy Robinson 552,839,626 99.85 % 814,734 0.15 %

Biographical information on all directors is available at http://www.cn.ca/en/investors/regulatory-filings

Final voting results on all matters voted on at the Annual Meeting of Shareholders held on May 20, 2022 will be filed with the Canadian and U.S. securities regulators.

Meeting QuestionsAny questions related to the Meeting that were not answered during the Meeting due to time constraints will be posted online and answered at www.cn.ca/en/investors. The questions and answers will remain available until one week after the Meeting.

About CN

CN is a world-class transportation leader and trade-enabler. Essential to the economy, to the customers, and to the communities it serves, CN safely transports more than 300 million tons of natural resources, manufactured products, and finished goods throughout North America every year. As the only railroad connecting Canada’s Eastern and Western coasts with the U.S. South through a 18,600-mile rail network, CN and its affiliates have been contributing to community prosperity and sustainable trade since 1919. CN is committed to programs supporting social responsibility and environmental stewardship.

Contacts:

Media Investment Community
Jonathan Abecassis Paul Butcher
Senior Manager Vice-President
Media Relations Investor Relations
438-455-3692media@cn.ca (514) 399-0052investor.relations@cn.ca
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