CN Announces US$600 Public Debt Offering

Railways cars and fog in Thunder Bay

MONTREAL – BUSINESS – CN (TSX: CNR) (NYSE: CNI) today announced a public debt offering of US$600 million comprised of US$300 million 5.850% Notes due 2033 and US$300 million 6.125% Notes due 2053. CN expects to close the offering on November 1, 2023, subject to customary closing conditions.

CN plans to use the net proceeds from the offering for general corporate purposes, which may include the redemption and refinancing of outstanding indebtedness, share repurchases, acquisitions and other business opportunities.

The debt offering is being made in the United States under an effective shelf registration statement dated May 4, 2022.

The joint book-running managers of the debt offering are: Citigroup Global Markets Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. and BNP Paribas Securities Corp. The senior co-managers of the debt offering are: BofA Securities, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC. The co-managers of the debt offering are: CIBC World Markets Corp., Desjardin Securities Inc. and SMBC Nikko Securities America, Inc.

A copy of the prospectus supplement and the accompanying prospectus for the offering may be obtained by contacting: Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, toll free: 1-800-831-9146, email:; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, or by calling 1-866-803-9204; U.S. Bancorp Investments, Inc., 214 N. Tryon St., 26th Floor, Charlotte, NC 28202, or by telephone at 1-877-558-2607; or BNP Paribas Securities Corp., 787 7th Avenue, New York, New York 10019, or by calling 1-800-854-5674.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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. CN’s network connects Canada’s Eastern and Western coasts with the U.S. South through an 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.

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