Forward Looking Statements
Certain statements
included in this presentation constitute 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
managements assessment and assumptions and publicly available information with respect to Kansas City Southern (KCS), regarding the proposed transaction between Canadian National Railway Company (CN) and KCS, the expected benefits of the
proposed transaction and future opportunities for the combined company. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN and KCS caution that their assumptions may not materialize and that current economic
conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as believes, expects,
anticipates, assumes, outlook, plans, targets, or other similar words.
Forward-looking statements are
not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN, or the combined company, to be materially different from the outlook or any future results,
performance or achievements 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 in this presentation include,
but are not limited to: the outcome of the proposed transaction between CN and KCS; the parties ability to consummate the proposed transaction; the conditions to the completion of the proposed transaction; that the regulatory approvals
required for the proposed transaction may not be obtained on the terms expected or on the anticipated schedule or at all; CNs indebtedness, including the substantial indebtedness CN expects to incur and assume in connection with the proposed
transaction and the need to generate sufficient cash flows to service and repay such debt; CNs ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the possibility that CN
may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate KCS operations with those of CN; that such integration may be more difficult, time-consuming or
costly than expected; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers) may be greater than expected following the proposed
transaction or the public announcement of the proposed transaction; the retention of certain key employees of KCS may be difficult; 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; the adverse impact of any termination or revocation by the Mexican government of KCS de México, S.A. de C.V.s Concession; 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 CN with securities regulators in Canada
and the United States. Reference should also be made to Managements Discussion and Analysis in CNs annual and interim reports, Annual Information Form and Form 40-F, filed with Canadian and U.S.
securities regulators and available on CNs website and on www.sedar.com, for a description of major risk factors relating to CN. Additional risks that may affect KCS results of operations appear in Part I, Item 1A Risks Related to
KCS Operations and Business of KCS Annual Report on Form 10-K for the year ended December 31, 2020, and in KCS other filings with the U.S. Securities and Exchange Commission
(SEC).
Forward-looking statements reflect information as of the date on which they are made. CN and KCS assume no obligation to update or revise
forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event CN or KCS does update any forward-looking statement, no inference should be made that
CN or KCS will make additional updates with respect to that statement, related matters, or any other forward-looking statement.