CN announces US$1.5 billion debt offering

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MONTREAL, Aug. 02, 2022 (GLOBE NEWSWIRE) — CN (TSX: CNR) (NYSE: CNI) today announced a US$1.5 billion public debt offering consisting of US$800 million of 3.85% Notes due 2032 and US$700 million 4.40% Notes due 2052. CN expects to close the Offering on August 5, 2022, subject to customary closing conditions.

CN expects to use the net proceeds of the offering for general corporate purposes, including repayment and refinancing of outstanding debt, share buybacks, acquisitions and other business opportunities.

The Debt Offering is being made in the United States pursuant to a patent pending registration statement effective dated May 4, 2022. The joint account-holders of the Debt Offering are: BofA Securities, Inc., Citigroup Global Markets Inc., Wells Fargo Securities, LLC, JP Morgan Securities LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC. The co-lead managers of the debt securities placement are: BNP Paribas Securities Corp. and US Bancorp Investments, Inc. The co-managers of the debt offering are: BMO Capital Markets Corp., CIBC World Markets Corp., Desjardins Securities Inc., and SMBC Nikko Securities America, Inc.

A copy of the prospectus supplement and accompanying offering prospectus may be obtained by contacting: BofA Securities, Inc., 200 North College Street NC1-004-03-43, Charlotte NC 28255-0001, Attention: Prospectus Department , toll free: 1-800-294-1322, email: [email protected]; 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: [email protected]; or Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attention WFS Customer Service, Toll Free: 1-800-645-3751, Email: [email protected]

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of such securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful. prior to registration or qualification. under the securities laws of such jurisdiction.

Forward-looking statements

Certain statements included in this press release constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and Canadian securities laws, including statements relating to the timing and effect of the proposed debt offering, which is subject to customary termination rights and closing conditions. 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 these assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements can be identified by the use of terms 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 that could cause CN’s actual results, performance or achievements to differ materially from the outlook or results, future performance or achievements implied by such statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements contained in this press release include, but are not limited to, general economic and business conditions, including factors impacting global supply chains such as pandemics and geopolitical conflicts and tensions; industry competition; fluctuations in inflation, currencies and interest rates; changes in fuel prices; legislative and/or regulatory developments; compliance with environmental laws and regulations; the actions of regulators; increases in maintenance and operating costs; security threats; reliance on technology and cybersecurity risks; trade restrictions or other changes in international trade agreements; transportation of hazardous materials; various events that could disrupt operations, including illegal blockages of rail networks and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; negotiations and labor 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 the MD&A of CN’s annual and interim reports, annual information form and Form 40-F, filed with Canadian and U.S. securities regulators and available on CN’s website. , for a description of the main risk factors associated with CN.

Forward-looking statements reflect the information as of the date on which they are made. CN undertakes no obligation to update or revise any forward-looking statements to reflect future events, changes in circumstances or changes in beliefs, except as required by applicable securities laws. If CN updates any forward-looking statement, no inference should be made that CN will make additional updates with respect to such statement, related matters or any other forward-looking statement.

contacts:

Media investment community
Jonathan Abecassis Paul Boucher
Senior Manager vice president
Media Relations Investor Relations
438-455-3692 (514) 399-0052
[email protected] [email protected]

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