Canadian National Railway Company (TSX:CNR)
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Apr 28, 2026, 12:10 PM EST
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AGM 2024

Apr 26, 2024

Shauneen Bruder
Chair of the Board, CN

Good morning. Welcome to CN's Annual General Shareholder Meeting. My name is Shauneen Bruder, and I'm the Chair of the Board of CN.

Speaker 9

Welcome to the 2024 meeting of CN shareholders. CN's head office has been in Montreal for over a century. The board of directors and I respect the company's rich history in Quebec, where the official language is French. We are very proud of that.

Shauneen Bruder
Chair of the Board, CN

On behalf of the board of directors and all of us at CN, I would like to extend our gratitude to each of you. I would now like to introduce the senior officers of CN joining me on the webcast this morning. Tracy Robinson, President and Chief Executive Officer, Ghislain Houle, Executive Vice-President and Chief Financial Officer, Cristina Circelli, Vice-President, Corporate Secretary, and General Counsel. I will act as chair of the meeting, and Cristina will act as secretary of the meeting. Before we continue, I would ask Cristina to address forward-looking statements. Cristina?

Cristina Circelli
VP of Corporate Secretary and General Counsel, CN

Thank you, Madam Chair. I would like to draw your attention to the forward-looking statements and additional legal information available at the beginning of the presentation. As a reminder, today's meeting contains certain projections and other forward-looking statements within the meaning of the U.S. and Canadian securities laws. These statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied in these statements.

Shauneen Bruder
Chair of the Board, CN

Thank you, Cristina. As part of our deep commitment to reconciliation and Indigenous engagement, it is important to acknowledge the land on which we operate. CN's network spans nearly 20,000 miles across Turtle Island and operates within or adjacent to nearly 230 reserve lands of more than 120 First Nations and Métis communities in Canada and seven tribal reservations in the United States. I would also like to acknowledge that CN headquarters is located on the traditional territory of the Kanien'kehá:ka, a place which has long served as a site of meetings and exchanges among many First Nations, including the Kanien'kehá:ka of the Haudenosaunee Confederacy, Huron-Wendat, Abenaki, and Anishinaabe. We recognize and respect the Kanien'kehá:ka as the traditional custodians of the lands and waters on which we meet today.

Your participation in the affairs of CN is important to us, so we are pleased to continue to hold our annual shareholder meeting virtually. Using the latest live video webcast meeting technology and simultaneous translation allows us to provide easy access and live communication for our shareholders and the company. This setup enables greater participation by our shareholders, including non-registered shareholders from any location in the world. It also aligns with our sustainability, vision, and practices. This webcast allows you to ask questions, hear them answered, and if you've not already done so, to vote on the matters we intend to address. We are providing closed captioning, and we will proceed in both of Canada's official languages. CN is also providing toll-free conference call numbers for shareholders and duly appointed proxy holders who do not have internet access or prefer to use the phone.

Technically, it's not possible to perfectly synchronize the phone and internet access, so please don't try to watch on your computer and listen on your phone at the same time. Voting during this meeting can only be done through our online voting platform on the webcast. You will not be able to vote your shares over the phone. If you have voted in advance of the meeting, you do not need to do anything more, and we thank you for your participation. Shareholders participating in the online webcast can put their questions in writing or ask a question using our voice or video features via the webcast. Shareholders attending by phone can ask questions orally. In all cases, our meeting operator will sequence your questions and open your line when it's your turn to speak. We'll provide more details on how to vote and ask questions as the meeting unfolds.

I'm honored to preside over our meeting of shareholders. I want to thank CN employees, senior management, my fellow board members, customers, shareholders, the communities in which we operate, and other stakeholders for their ongoing support and collaboration. CN and our nearly 25,000 railroaders play a significant role in powering the economy and safely delivering essential goods across North America. The diversity of our geography and the commodities we move is a distinct strength and advantage for CN. We provide customers a transcontinental network with strong access to key natural resources, port connections on three coasts to reach global markets, and service through 22 inland rail terminals. Our network connects Canada from the Pacific to the Atlantic coasts, and we're North America's most northern railway.

CN extends into the U.S. from the upper Midwest through our time-saving bypass loop around Chicago and runs parallel to the Mississippi River to ports on the Gulf of Mexico. CN is also partnering across the supply chain so our customers can access new or additional markets, such as using our intermodal operations to and from Mexico. Along our network, our team moves a balanced and diversified portfolio of products, fertilizers and grain that help feed the world, lumber and panels that support housing and commercial construction, and raw materials that drive all kinds of manufacturing. Plus, we transport emerging commodities that are enabling the transition to a lower carbon economy.... As we like to say, if you eat it, drive it, or use it, chances are CN moves it.

Our commodity diversity also positions CN to better weather economic fluctuations and enhances our ability to help us and our customers grow their business. In fact, in the past year, we managed through a number of external challenges, including climate-related impacts and a volatile economic and geopolitical environment. Despite these challenges, our dedicated team ran a disciplined, scheduled operating model that drove improved safety, efficiency, and resiliency. With this solid foundation, the strong leadership of Tracy Robinson and the management team, and the commitment of our employees, CN is well positioned to accelerate sustainable, profitable growth and fulfill our promise to power the economy. CN is focused on building a sustainable future by delivering responsibly. This means moving our customers' goods safely, efficiently, and in a manner that seeks to minimize our impact on the environment. It means attracting, developing, and retaining top diverse talent.

It's about helping to make our communities stronger and safer while fostering close relationships with stakeholders, and it is adhering to the highest governance standards.

Speaker 10

In short, accountable commitment during business done daily is essential. This is the foundation of all our decisions, commitments, governance standards, and investments.

Shauneen Bruder
Chair of the Board, CN

What stands out most for me about this great railroad is our CN team, who shows up every day to get the job done safely, and together, they are the engine that drive our success. At the same time, we continue to evolve our workplace culture to be more modern, innovative, inclusive, and reflective of the communities where we operate. We're putting the right resources in place to help our people grow their career at CN, as well as to develop the next generation of railroaders. Diversity, equity, and inclusion are also key areas of focus for our board. CN has a holistic strategy to increase the representation of underrepresented groups at all levels. CN also maintains a commitment to having diverse senior management teams that offer a depth of perspectives and enhances the company's operations.

Executive officer appointments are reviewed with our diversity and talent management objectives in mind. We strive for the same depth and diversity at the board level, and I am proud of our leadership in this area. In January, we updated our diversity policy with respect to underrepresented groups on the board. We aspire to maintain a board composition in which independent board members are comprised of at least 40% of each gender and at least 2 members come from the broader underrepresented groups beyond gender. We currently meet this requirement, as 5 out of 10 or 50% of independent board members are women, and 2 or 20% of independent board members are from the broader underrepresented groups beyond gender.

When it comes to stakeholder and indigenous relations, we understand our important responsibilities to the diverse mix of customers and geographies we serve and to the communities along our network. Given the increasing complexity of our operating environment and our desire to grow, last year afforded us the opportunity to refresh our stakeholder and indigenous engagement approach. Our aim is to deepen our relationships and further build trust and reciprocity. This includes ongoing dialogue and engagement with indigenous communities across our network. In 2023, an important step in our journey towards reconciliation with indigenous peoples was issuing a formal acknowledgment of the historical role railways played as instruments of colonial policies.

Just last month, we published CN's new Indigenous Relations Policy, which outlines CN's commitment to developing respectful, sustainable, and mutually beneficial relationships with all Indigenous peoples across the CN network, in line with our commitment to reconciliation. CN also has a team of managers with Indigenous and regional representation who are proactively working with communities and CN leadership on creating a Reconciliation Action Plan set to be released later this year.

Speaker 10

CN is resolute in following this path. We continue to get to know and highlight Indigenous cultures at CN. We strive to grow economic and employment possibilities and establish agreements to increase Indigenous suppliers who provide to CN.

Shauneen Bruder
Chair of the Board, CN

With respect to climate change, CN also remains firmly committed to the transition to a lower carbon economy. We are making a positive contribution in the urgent fight against climate change. We are actively working with many of our customers to help them reduce their transportation greenhouse gas emissions by leveraging rail for the long haul. To further reduce emissions, we are working with the industry on testing and exploring the greater use of sustainable, renewable fuel blends beyond regulated amounts in our locomotives. Our annual advisory vote on the company's climate action plan reinforces our commitment. You'll have the opportunity to vote on this year's climate action plan once polling opens in a few moments.

At CN, another thing we're very proud of is the work we do to be good neighbors who listen, learn, and do our part to help communities remain great places to live, work, and play.

Speaker 10

Our staff, our company, and all families are an integral part of our communities.

Shauneen Bruder
Chair of the Board, CN

... The CN Railroaders in the Community program recognizes our employees' efforts by providing grants to the not-for-profit organizations they choose to support through their volunteer efforts. In 2023, CN donated approximately CAD 2 million to the organizations where CNers volunteered. The CN Employees and Pensioners Community Fund raised over CAD 2 million last year for many worthy causes. In addition, CN's 2023 community investments totaled CAD 17 million, supporting community hospitals, youth organizations, women's shelters, food banks, emergency responders, and hundreds of other community partners. The board remains steadfast in our commitment to ensure leading governance practices. Over the past year, we continued to focus on several critical areas: strategy, growth, operational performance and safety, sustainability, and enterprise risk management.

For example, our work included ongoing oversight of capital allocation, management, and efficiency to ensure our investments are aligned with our growth plan so that they are deployed in the most strategic areas and earning the appropriate returns. We reviewed the company's safety initiatives to make sure they reinforce our safety culture and our goal of being the safest Class I Railroad in North America. Cybersecurity risk oversight remains one of our key focus areas, with ongoing investments in technology security initiatives, training, and testing to mitigate these challenges. We brought in external experts to inform our thinking and our approach on emerging issues, risks, and opportunities. Our board also engaged with and learned from customers, employees, shareholders, and Indigenous communities. We benefited from continuing director education, and our board members sought additional training in areas like climate change, cybersecurity, and artificial intelligence.

I appreciate my board colleagues' commitment and integrity. I'm confident that our board has the right skills and diversity to work constructively, to ask the right questions, and to hold each other and the management team accountable. In 2023, we were once again proud to have our governance and sustainability best practices recognized. For example, we earned a leadership score from the global environmental nonprofit, CDP, for our dedication to corporate transparency and performance on tackling climate change. We've been listed on the Dow Jones Sustainability World Index for 12 consecutive years, and its North American Index for 15 consecutive years. We earned first place out of 219 companies listed on the S&P/TSX Composite Index in 2023 for corporate governance, with a score of 98% by The Globe and Mail.

CN is indeed dedicated to fulfilling its role as a responsible corporate citizen in every aspect of what we do. We know good governance means good business as we work together and are united in our purpose to power the economy. Now, on behalf of CN's Board of Directors, I am pleased to call this meeting to order. At CN, every work assignment begins with a safety briefing, and today is no different. Before we begin the actual meeting business, I would ask Cristina to share a safety moment. Cristina?

Cristina Circelli
VP of Corporate Secretary and General Counsel, CN

Thank you, Madam Chair. With summer approaching, many of us may be planning road trips with our families and friends. In addition to always remaining alert and obeying posted signs while driving, Operation Lifesaver also offers safety advice to motorists if their car ever stalls or gets stuck on railway tracks. First, get yourself and all passengers out immediately. Move at least 30 meters away from the tracks to avoid being struck by debris if your vehicle is hit by a train. Second, contact the railway company right away and let them know there's a vehicle on the tracks. CN and other railway companies post their emergency numbers and crossing locations on a blue sign under the crossbuck or near the crossing. This information may also be displayed on a nearby signal house. And finally, if you don't see a railway emergency number, call 911.

Tell them there's a vehicle on the tracks. We appreciate this guidance from Operation Lifesaver, and we look forward to once again partnering with them, other railroads, and community leaders to spread these and other important safety messages from September 23 to 29, during this week's Rail Safety Week across Canada and the U.S. Madam Chair, that is our safety moment.

Shauneen Bruder
Chair of the Board, CN

Thank you, Cristina. Safety is at the heart of everything we do, and our ambition is to be the safest railroad in North America, with an uncompromising commitment to the health and safety of our employees, the customers we serve, and the communities and environments in which we operate. Despite our efforts, we cannot celebrate this commitment without remembering the tragic loss of two of our colleagues in 2023, Muhammad Khan and John Thornton. And unfortunately, earlier this week, we lost Juver Balmores in a tragic motor vehicle accident on his way home at the end of a shift. Our hearts go out to their family, friends, and colleagues. Their deaths remind us of the importance of our ongoing commitment to safety. We must honor their memory by doubling down our efforts to put safety first, every minute of every day.

Before we continue, let me review in more detail the process for the vote on today's motions, as well as the question and answer session that will follow our formal meeting. For the purposes of the meeting today, voting on all matters will be conducted by a single electronic ballot. To provide our shareholders with ample time to vote, voting will commence when we introduce the first motion, and the poll will stay open until all motions have been presented....

You will be asked to vote today on the election of directors, the nomination of the auditors, the confirmation of By-law Number Two relating to the advance nomination of directors, the approval of certain amendments to our Management Long-Term Incentive Plan, the non-binding advisory resolution on the company's approach to executive compensation, the non-binding advisory resolution on the company's Climate Action Plan, and the shareholder proposal described in section Schedule E of the Management Information Circular. During this meeting, all registered shareholders and duly appointed proxy holders, including non-registered shareholders that appointed themselves as proxy holders, will be able to vote online, online only. Voting by phone will not be possible. On behalf of the board and the company, we would like to thank the shareholders who submitted their proxies in advance of the meeting.

If you have not already submitted your vote by proxy or if you have already submitted your vote but wish to change your vote, please log in to the webcast in the category I Have a Login, using your login credentials, these being the 15-digit control number provided to you on your proxy form, or the 4-digit access code provided to you by Computershare, as applicable, and the meeting password CNR2024, and cast your vote on each of the resolutions by selecting your desired voting option, either for, against, or withhold, as the case may be when prompted. The poll will open when we introduce the first motion. If you have already voted prior to the meeting, you do not need to vote again once voting opens, unless you wish to change your vote.

If you choose to recast your vote at the meeting, your vote submitted today will override your vote submitted prior to the meeting. During the meeting, I will entertain questions relating to a specific motion after that motion has been moved and seconded. Any questions not relating to a specific motion will be addressed during the question and answer session at the end of the meeting. Shareholders may submit a question at any time during the meeting as follows: In writing, by typing your question in the messaging field at the top of the webcast screen and clicking the send arrow. Verbally, directly through the live webcast by clicking on the Request to Speak button in the Broadcast tab and clicking on the green check mark. You may need to scroll down to the bottom of the Broadcast tab on your browser to access the green check mark.

Or by phone by calling the number shown on the screen. To request to speak, you will need to press star one, and our operator will greet you. In all cases, you will need your control number, found on either your proxy form or the voting instruction form, as applicable, in order to ask your question at the meeting. Your question will be placed in the queue by our meeting operator. If you wish to ask a question relating to a specific motion verbally via our webcast or telephone lines, we strongly recommend you make your request to speak on the webcast or press star one if you are on the phone, well in advance of that specific motion being raised in order to give sufficient time to our line operator to place your question in the queue.

Our operator will open the web or phone line for you to ask your question at the appropriate time on that motion. Time permitting and subject to our meeting rules of conduct, which are available on our website under Investors Annual Meeting and on the meeting webpage, we will answer all written questions received as well as the questions asked over the phone or over the live webcast. Any questions relevant to the meeting that cannot be raised or answered during the meeting due to time constraints, will be answered online on CN's website. The questions and answers will be available as soon as practical after the meeting and will remain available until one week after posting. Consistent with the procedures followed during our in-person annual meeting, all questions submitted in accordance with our meeting rules of conduct will generally be addressed in the order in which they are received.

When asking a question verbally over the phone or via our live webcast, please state your full name, whether you are a shareholder or a duly appointed proxy holder, and the name of the city and province or state where you live. Please refer to the virtual meeting guide that was included in the meeting materials sent to you if you have any questions on how to submit your vote online or on how to ask questions at the meeting. For technical assistance, you may contact the meeting support team by email at support-ca@lumiglobal.com at any time during the meeting. To keep the meeting efficient, certain shareholders have already agreed to move and second formal motions, and I will call on them at the appropriate times.

There will also be a presentation today by Ghislain Houle, our Executive Vice President and Chief Financial Officer, followed by a presentation by Tracy Robinson, our President and CEO. Next, I would like to remind you of certain procedural matters related to today's meeting. The business matters to be conducted at the meeting are set out in the Management Information Circular of the company, dated March 4, 2024. As permitted under Canadian securities rules, the company has used the notice-and-access regime to make available its meeting materials and sent a notice on March 21, 2024, with all relevant information in that regard to holders of common shares at the close of business on March 1, 2024, the record date.

A copy of the confirmation of the mailing of such documents has been filed with the corporate secretary for inclusion with the minutes of the meeting. I would now like to appoint Steve Gilbert and Claire Girard of Computershare to act as scrutineers at the meeting. I have received the preliminary Scrutineers' Report , and based on the proxies received prior to the meeting and the shareholders and proxy holders attending this meeting via live webcast and conference call, there is a quorum for the meeting. I therefore declare that the meeting has been regularly called and properly constituted. The next item of business is the submission of the financial statements of the company.

The annual report of the company, which contains the consolidated financial statements of the company and its subsidiaries, as at December 31, 2023, together with the reports of the auditors and the Management's Discussion and Analysis, has been mailed to the shareholders of the company who have requested copies. The annual report is also available for download on the webcast page and on CN's website. There is no formal action or resolution required with regard to this item on the agenda. We will take questions on CN's financial performance in 2023 during the question period following the end of the formal meeting. We will now proceed with the election of directors. According to a resolution of the board and in accordance with the board's governance policies, 11 directors are to be elected. Information regarding the nominees is set out in the Management Information Circular.

All of the nominees for election to the board at the meeting are currently directors of the company. I will now turn it over to Cristina, who will read the names of those nominated for election as directors.

Cristina Circelli
VP of Corporate Secretary and General Counsel, CN

Madam Chair, the following individuals are nominated for election as directors of Canadian National Railway Company: Shauneen Bruder, Jo-Ann dePass Olsovsky, David Freeman, Denise Gray, Justin Howell, Susan Jones, Robert Knight, Michel Letellier, Margaret McKenzie, Al Monaco, and Tracy Robinson.

Shauneen Bruder
Chair of the Board, CN

Thank you, Cristina. I would ask Alain Dussault to move the motion to nominate the directors.

Alain Dussault
Shareholder, CN

Madam Chair, my name is Alain Dussault. I am a shareholder of the company, and I am pleased to nominate each of the persons named by the secretary to be elected as a director, to hold office until the next annual meeting of shareholders, or until his or her successor is appointed.

Shauneen Bruder
Chair of the Board, CN

Thank you, Alain. Heidi McFall, will you second the nominations?

Heidi McFall
Shareholder, CN

Madam Chair, my name is Heidi McFall. I'm a shareholder of the company, and I second the nominations.

Shauneen Bruder
Chair of the Board, CN

Thank you, Heidi. We will now entertain questions from shareholders relating to the nomination of directors. Cristina, are there any relevant questions on the election of directors?

Cristina Circelli
VP of Corporate Secretary and General Counsel, CN

Madam Chair, we've received the following written question from Anna Maria Magnifico. The question reads: Why are so many directors resident outside of Canada? As a shareholder, I believe directors ought to be resident in Canada, so I'll be voting against those who reside out of country.

Shauneen Bruder
Chair of the Board, CN

Miss Magnifico, thank you for this question. At CN, we recognize our rich history in Canada and are proud to be a driving force, powering the Canadian as well as the global economy for more than 100 years. CN is a North American company, and we're proud of that. We have operations and employees from coast to coast in Canada and into the United States, all the way down to Mobile, Alabama. In addition, our shareholders, whom the board represents, are a diverse group, including many in the U.S. and Europe, in addition to those in Canada. In consultation with the board chair, the Governance, Sustainability, and Safety Committee annually reviews the criteria for the selection of nominees to be recommended to the board and the credentials of nominees for election or re-election as members of the board of directors.

The Governance, Sustainability, and Safety Committee, together with the board chair, regularly monitors the current and future profile of the board, and in so doing, also gives careful consideration to factors such as age and diversity, including gender and other underrepresented groups, geographical location, competencies and experience of current directors, suitability and performance of directors proposed for election, as well as their independence, qualifications, financial acumen, business judgment, and board dynamics. The majority of our director nominees are current residents of Canada, with decades-long experience leading Canadian businesses. Overall, we are confident that all of our director nominees understand the significance of our Canadian heritage and will continue to uphold Canadian values important to our Canadian shareholders when discharging their duties, while also representing the great diversity, including geographic presence of our company. Thank you for your question. Cristina, are there further questions relating to this motion?

Cristina Circelli
VP of Corporate Secretary and General Counsel, CN

Madam Chair, there are no more questions relevant to the election of directors.

Shauneen Bruder
Chair of the Board, CN

Thank you, Cristina. As there are no further questions or further nominations, I declare the nominations closed. Pursuant to a resolution adopted by the board of directors, 11 directors are to be elected, and 11 eligible candidates have been nominated. As explained at the beginning of this meeting, voting today will be conducted by a single electronic vote. The poll on all the resolutions is now open, and you may vote at your convenience by choosing your preferred voting option, being for, against, or withhold each motion as applicable. You may change your vote at any time throughout the meeting until polling closes.... The poll will close after the last item of business is presented, at which point your vote will automatically be submitted. For this motion, you're prompted to click the For or Against button below the motion with respect to the election of each director.

The board of directors and management recommend voting for the election of each director nominee. The next item of business is the appointment of the company's auditors. I would now like to call on Alain Dussault to present the motion to appoint KPMG LLP as auditors of the company.

Alain Dussault
Shareholder, CN

Madam Chair, my name is Alain Dussault, and I'm a shareholder of the company. I move that KPMG LLP be appointed auditors of the company to hold office for the fiscal year 2024, or until the close of the next annual meeting of shareholders.

Shauneen Bruder
Chair of the Board, CN

Thank you, Alain. Heidi McFall, would you please second the motion?

Heidi McFall
Shareholder, CN

Madam Chair, my name is Heidi McFall. I'm a shareholder of the company, and I second the motion.

Shauneen Bruder
Chair of the Board, CN

Thank you, Heidi. We will now entertain questions from shareholders relating to the appointment of the company's auditors. Cristina, are there any questions relevant to the appointment of auditors?

Cristina Circelli
VP of Corporate Secretary and General Counsel, CN

Madam Chair, there are none.

Shauneen Bruder
Chair of the Board, CN

Thank you, Cristina. For this item of business, you are prompted to click the For or Withhold buttons below the motion with respect to the appointment of KPMG LLP as the company's auditors. The board of directors and management recommend voting for the motion. The next item of business is confirmation and ratification by By-law Number Two of the company, being a bylaw relating to the advance nominations of directors of the company.

As a reminder, as communicated to all of our shareholders prior to this meeting, in consideration of feedback we received from Institutional Shareholder Services, a provider of shareholder meeting research and voting recommendations, the board slightly amended the second to last paragraph of Article seven of By-law Number Two of the company to further clarify the information that the company can require a proposed nominee, as such term is defined by By-law Number Two, to provide in connection with his or her nomination for election at a meeting of the shareholders in order to establish whether the nominee would be an independent director if elected. A copy of the revised By-law Number Two can be found on our website and on the meeting webpage. Please refer to the amended version of By-law Number Two when casting your vote on the matter.

I would now like to call on Alain Dussault to present the motion.

Alain Dussault
Shareholder, CN

Madam Chair, my name is Alain Dussault, and I'm a shareholder of the company. I move that the resolution confirming the adoption of By-law Number Two, relating to the advance nominations of directors of the company, as made available to shareholders of the company on April 5, 2024, be approved.

Shauneen Bruder
Chair of the Board, CN

Thank you, Alain. Heidi McFall, would you please second the motion?

Heidi McFall
Shareholder, CN

Madam Chair, my name is Heidi McFall, and I'm a shareholder of the company, and I second the motion.

Shauneen Bruder
Chair of the Board, CN

Thank you, Heidi. We will now entertain questions from shareholders relating to the motion on By-law Number Two. Cristina, are there questions relevant to the motion?

Cristina Circelli
VP of Corporate Secretary and General Counsel, CN

Madam Chair, there are none.

Shauneen Bruder
Chair of the Board, CN

Thank you, Cristina. For this item of business, you are prompted to click the For or Against buttons below the motion. The board of directors and the company management recommend voting for the motion. The next item of business is the approval of proposed amendments to the company's Management Long-Term Incentive Plan, as described in the Management Information Circular. I would now like to call on Alain Dussault to present the motion.

Alain Dussault
Shareholder, CN

Madam Chair, my name is Alain Dussault. I'm a shareholder of the company. I move that the resolution approving the proposed amendments to the company's Management Long-Term Incentive Plan, as set out in the Management Information Circular, be approved.

Shauneen Bruder
Chair of the Board, CN

Thank you, Alain. Heidi McFall, would you please second the motion?

Heidi McFall
Shareholder, CN

Madam Chair, my name is Heidi McFall. I'm a shareholder of the company, and I second the motion.

Shauneen Bruder
Chair of the Board, CN

Thank you, Heidi. We will now entertain questions from shareholders relating to the motion on Management Long-Term Incentive Plan. Cristina, are there any questions relevant to the motion?

Cristina Circelli
VP of Corporate Secretary and General Counsel, CN

Madam Chair, there are none.

Shauneen Bruder
Chair of the Board, CN

Thank you, Cristina. For this item of business, you are prompted to click the For or Against buttons below the motion. The board of directors and company management recommend voting for the motion. The next item on the agenda is consideration of the non-binding advisory resolution on the company's approach to executive compensation. The statement of executive compensation contained in the company's Management Information Circular discloses such approach in detail. The results of the vote will not be binding on the board. However, the board will take into account the results of the vote, together with other relevant information or comments from shareholders when considering the company's approach to executive compensation. I will now call on Alain Dussault to move the motion.

Alain Dussault
Shareholder, CN

Madam Chair, my name is Alain Dussault. I'm a shareholder of the company. I move that the non-binding advisory resolution on the company approach to executive compensation, as set out in the Management Information Circular, be approved.

Shauneen Bruder
Chair of the Board, CN

Thank you, Alain. Heidi McFall, will you second the motion?

Heidi McFall
Shareholder, CN

Madam Chair, my name is Heidi McFall, and I'm a shareholder of the company, and I second the motion.

Shauneen Bruder
Chair of the Board, CN

Thank you, Heidi. We will now entertain questions from shareholders relating to the motion on the company's approach to executive compensation. Cristina, are there any questions relevant to the non-binding advisory resolution on the company's approach to executive compensation?

Cristina Circelli
VP of Corporate Secretary and General Counsel, CN

Madam Chair, there are none.

Shauneen Bruder
Chair of the Board, CN

Thank you, Cristina. For this item of business, you are prompted to vote for or against the motion. The board of directors and company management recommend voting for the motion. The next item on the agenda is the consideration of the non-binding advisory resolution on the company's Climate Action Plan. The results of the vote will not be binding on the board. However, the board will take into account the results of the vote, together with other relevant information or comments from shareholders. I will now ask Ghislain Houle to present key highlights of our Climate Action Plan.

Ghislain Houle
EVP and CFO, CN

Thank you, Madam Chair. The advisory vote on the company's climate action plan complements CN's longstanding and robust climate change disclosures, public reporting of our greenhouse gas emissions, and our strategy to reduce them. The detailed plan is contained in the company's Management Information Circular, as well as our annual CDP report, which includes the TCFD Index. CN has been making a positive contribution in the fight against climate change by offering carbon, carbon efficient transportation solutions to customers.

Speaker 10

Since 1993, we've reduced the intensity of our locomotives' carbon emissions by 43%, thus avoiding the discharge of more than 54 million tons of CO2 equivalents into the atmosphere. We continue to be a leader in the North American rail sector by consuming approximately 15% less locomotive fuel per gross ton mile than the industry average. We believe that the rail sector has huge potential to reduce the environmental impacts of transportation. We are working actively with a number of our clients to help them reduce their emissions connected with the transportation supply chain, by encouraging them to use rail for long distances and trucking for shorter distances. Each train hauling commodities can replace approximately 300 trucks on our roads and highways. Using trains to carry commodities could reduce carbon emissions by up to 75% compared to truck hauling.

Ghislain Houle
EVP and CFO, CN

CN has science-based targets in place and is committed to reducing its Scope 1 and two carbon emissions intensity by 42% by 2030, and its Scope 3 carbon emissions intensity from fuel and energy-related activities by 40%, both from a 2019 base year. As of the end of 2022, we are pleased to report that we have progressed over 18% towards our Scope 1 and 2 target and close to 40% towards our Scope 3 target. We are currently in the midst of calculating our 2023 performance.

Speaker 10

We have also announced in 2021, our commitment to establish a zero carbon goal for 2050, which is part of the fight against global warming, indicating that the planet will warm up by 1.5 degrees Celsius. In 2023, CN submitted its project for zero carbon by 2050 to the Science Based Targets Initiative and expects to complete the validation in 2024.

Ghislain Houle
EVP and CFO, CN

With 87% of our Scope 1 GHG emissions generated from rail operations, we believe the best way to reduce our carbon footprint is by continuously improving the efficiency of our rail operations. To achieve our targets, we are focused on five key strategic areas: investing in fleet renewal, increasing our use of innovative fuel-efficient technologies, leveraging big data, improving operating practices, and engaging our employees, and the increased use of cleaner fuels. To fully deploy and implement new technologies, as well as to obtain and use sufficient volumes of sustainable renewable fuels, we work closely with fuel producers and locomotive manufacturers.

Speaker 10

We do understand how important it is to collaborate with actors in the sector, with governments, different players, partners in the supply chain, universities and clean tech companies, fuel producers, locomotive builders, and motor manufacturers, so that we can efficiently move to a efficient, clean future. At CN, we believe that we have the opportunity to decrease the environmental impact of transportation. As a motor of the economy, CN is determined to play a key role in the transition towards a low-carbon future, carbon economy.

Shauneen Bruder
Chair of the Board, CN

Thank you, Ghislain. We will now call on Alain Dussault to move the motion.

Alain Dussault
Shareholder, CN

Madam Chair, my name is Alain Dussault. I'm a shareholder of the company, and I move that the non-binding advisory resolution on the company's climate action plan, as set out in the Management Information Circular, be approved.

Shauneen Bruder
Chair of the Board, CN

Thank you, Alain. Heidi McFall, will you second the motion?

Heidi McFall
Shareholder, CN

Madam Chair, my name is Heidi McFall, and I'm a shareholder of the company, and I second the motion.

Shauneen Bruder
Chair of the Board, CN

Thank you, Heidi. We will now entertain questions from shareholders wishing to ask a question relating to the motion on CN's climate action plan. Cristina, are there any questions relevant to the non-binding advisory resolution on the company's climate action plan?

Heidi McFall
Shareholder, CN

Madam Chair, there are none.

Shauneen Bruder
Chair of the Board, CN

For this item of business, you are prompted to vote for or against the motion. The board of directors and management recommend voting for the motion. The next item of business is a consideration of the shareholder proposal that was submitted for consideration at the meeting. Vancity Investment Management Ltd., together with Reynders, McVeigh Capital Management, LLC, investors collectively holding at least CAD 2,000 worth of CN common shares, submitted the shareholder proposal. For this portion of the meeting, we will proceed as follows: First, I will ask Kelly Hirsch, Head of ESG at Vancity, to introduce the motion on the shareholder proposal and to make a brief statement to state their position. The company will then state its position on the shareholder proposal. I would now like to ask Kelly to present and move the shareholder proposal.

Kelly Hirsch
Head of ESG, Vancity

Great, thank you. I move this proposal. Good morning. Thank you for the opportunity to speak on the merits of our shareholder proposal today. On behalf of Vancity Investment Management and co-filer Reynders McVeigh Capital Management, I'd like to thank CN for the constructive dialogue surrounding this proposal.

... Paid sick leave is a vital component of effective human capital management, in addition to being critical to strong health and safety practices. Providing paid sick leave without penalty signals to employees that a company prioritizes both their well-being and the well-being of the communities they operate in. Paid sick leave is particularly material in the rail industry, where most unionized employees hold safety-critical roles, where a small lapse in attention can have extremely serious consequences. At the heart of this proposal is a concern with rail safety and how human factors contribute to safe operations. The horrific events that occurred at Lac-Mégantic, Quebec, where 47 people were killed and the town was destroyed, highlight how severe the consequences of errors in rail operations can be. While Precision Scheduled Railroading has brought needed efficiencies to the industry, it has also created new safety challenges.

With significantly longer and heavier trains, tighter schedules, and less employees to monitor issues, it is extremely important that all work is done diligently by healthy and alert employees, and that safety is treated as a top priority. While we understand that CN has been diligently working with unions to achieve collective bargaining agreements that include paid sick leave, we are concerned about the application of attendance policies that discourage the use of these days. As outlined in discussions with the company, the policy is written in a way that if an employee were to use 3 days within a 12-week period, even if those days were used consecutively to recover from a serious and contagious illness such as the flu, they could be reprimanded up to and including loss of employment.

While we understand that the company has non-retaliation policies and procedures in place, it sends a conflicting message to employees when paid sick leave days are considered attendance policy violations. This can create a disincentive for employees to actually utilize paid sick leave, and it's counterproductive to the benefit's goals. Paid sick leave is an investment in human capital, and this benefits shareholders through improved employee morale, reduced accidents, and reduced exposure to reputational, regulatory, and direct financial risks associated with train derailments. Therefore, we urge shareholders to vote for this proposal. Thank you very much.

Shauneen Bruder
Chair of the Board, CN

Thank you, Kelly. Heidi McFall, will you second the motion?

Heidi McFall
Shareholder, CN

Madam Chair, my name is Heidi McFall. I'm a shareholder of the company, and I second the motion.

Shauneen Bruder
Chair of the Board, CN

Thank you, Heidi. I will now call upon Cristina Circelli, CN's Vice-President, Corporate Secretary, and General Counsel, to present the company's position with regard to this proposal. Cristina, the floor is yours.

Cristina Circelli
VP of Corporate Secretary and General Counsel, CN

Thank you for your comments, Kelly, and thank you for your earlier engagement. As background context, CN has about 5,800 unionized employees in the U.S., represented by 12 unions. 10 of the 12 unions cover non-operating shop craft trades, and the remaining two unions cover locomotive engineers and conductors. Of these 10 unions, CN has negotiated paid sick leave agreements with 9. The remaining shop craft union, the BRS, represents signals workers across 6 operating subsidiaries and has negotiated paid sick day agreements with 2 of these operating subsidiaries, representing more than 50% of CN's BRS-represented employees. CN has offered the same paid sick day agreement in the remaining BRS employees, should they wish to accept it. These agreements reached with CN shop craft employees are similar to those negotiated by the rest of the industry.

For CN's locomotive engineers and conductors, CN has pioneered a different framework, which has helped CN to attract and retain employees. In a nutshell, our employees have schedules which gives more predictability. Moreover, CN locomotive engineers and conductors are allocated paid personal leave days based on years of service. These entitlements are in addition to unemployment insurance programs, short and long-term disability programs, and other contractual or legal entitlements. In short, CN does not significantly lag other Class I railroads in respective employee well-being. CN employees have the ability to take time off when they are sick without reprisal. We want people to stay home when they are sick, so as not to put themselves, their coworkers, and others at risk. In addition, in 2023, CN introduced new attendance guidelines built on a flexible, non-punitive notification process.

In 2023, since the new attendance guidelines were implemented, only 0.12% of employees, 3 in total, that took non-contractual days off, were ultimately found to have committed a sanctionable breach of the attendance guidelines. This number is inconsistent with the suggestion that CN's U.S. employees cannot take unplanned sick leave without fear of retaliation. Simply put, unionized employees in the U.S. that are scheduled to work and are incapable to do so because of an illness, are allowed to book time off without fear of reprisal, whether they have paid days available or not, provided they comply with the reasonable attendance policies and procedures that are designed to prevent abuse and ensure operational efficiency. For these reasons, the company strongly recommends that the shareholders vote against this proposal.

Shauneen Bruder
Chair of the Board, CN

Thank you, Cristina. We will now entertain questions from shareholders relating to the shareholder proposal. Cristina, are there any questions relevant to the proposal?

Cristina Circelli
VP of Corporate Secretary and General Counsel, CN

Madam Chair, I see none.

Shauneen Bruder
Chair of the Board, CN

Thank you, Cristina, and thank you, Ms. Hirsch, for presenting the proposal today on behalf of Vancity and Reynders McVeigh. For this item of business, you are prompted to vote for or against the shareholder proposal. The board of directors and company management recommend voting against the proposal. This concludes the items of business to be considered at today's meeting. All voting items have now been presented to the meeting. If you have not yet made your voting selection, please do so now. As mentioned at the beginning of the meeting, polling will close in a few moments.

As a reminder, the voting items for the meeting are as follows: the election of 11 directors to sit on the board of directors of the company, the appointment of auditors of the company, the confirmation of Bylaw Number 2 relating to the advance nominations of directors, the approval of the proposed amendments to the company's Management Long-Term Incentive Plan, the non-binding advisory resolution on the company's approach to executive compensation, the non-binding advisory resolution on the company's Climate Action Plan, and the shareholder proposal. The 7 resolutions are displayed on your screen. To cast your vote, simply select your desired voting option, either for, withhold, or against, as the case may be, for each resolution. Your voting selections will be highlighted on your screen.

Once polling closes in a few moments, your votes will automatically be submitted, and a confirmation message will appear on your screen to show that your vote has been received. As a reminder, if you have already voted prior to the meeting, you do not need to vote again unless you wish to change your vote. If you choose to recast your vote at the meeting, your vote submitted at the meeting will override your vote submitted prior to the meeting. Please complete your voting selection now if you have not already done so. We will provide shareholders approximately one more minute to complete the electronic voting. Once voting is completed, I would ask that the scrutineers compile the report regarding the results of voting on all business matters.

Speaker 11

Crossing the sacred ground. We build it together. Already ensemble. We get there together. On the ensemble. We fix when it's broken, pray and keep hoping. We always will do this together. Together. Oh, together. Our lives have been built by the things that we move. Rolling the distance with no time to lose.

Shauneen Bruder
Chair of the Board, CN

Thank you. Voting is now closed. We have now received the report of the scrutineers. According to the proxies received and results of the electronic voting, each director nominee received 50% or more in favor of their election, of the total votes cast for or against, and on average, in excess of 99% of votes in favor. I therefore declare that the 11 nominees have been duly elected as directors of the company to hold office until the next annual meeting of shareholders, or until their successors are duly elected or appointed. I declare that the appointment of KPMG LLP as the auditors of the company has been approved by 91% of the holders of common shares represented at this meeting.

I declare that the resolution confirming By-law Number Two of the company, relating to the advanced nominations of directors, has been approved by 99% of the holders of common shares represented at this meeting. I declare that the resolution approving the proposed amendments to the company's Management Long-Term Incentive Plan has been approved by 98% of the holders of common shares represented at this meeting. I declare that the non-binding advisory say on pay resolution on the company's approach to executive compensation has been approved by 97% of the holders of common shares represented at this meeting. I declare that the non-binding advisory resolution on the company's Climate Action Plan has been approved by 97% of the holders of common shares represented at this meeting.

Finally, I declare that the shareholder proposal was defeated by at least 90% of the holders of common shares represented at this meeting. I would now like to present the members of your board of directors and congratulate them on their election to the board. They are a talented group from all over North America who make every effort to bring value to shareholders of this company. Jo-Ann dePass Olsovsky, David Freeman, Denise Gray, Justin Howell, Susan Jones, Robert Knight, Michel Letellier, Margaret McKenzie, Al Monaco, Tracy Robinson, and myself, Shauneen Bruder. Thank you to our shareholders for your continued support. As we have now completed all the business before this meeting, I will entertain a motion to conclude the formal part of this meeting. Heidi, would you kindly introduce a motion to that effect?

Heidi McFall
Shareholder, CN

Madam Chair, my name is Heidi McFall. I'm a shareholder of the company, and I move that the formal part of this meeting be concluded.

Shauneen Bruder
Chair of the Board, CN

Thank you, Heidi. Alain Dussault, would you second the motion?

Alain Dussault
Shareholder, CN

Madam Chair, my name is Alain Dussault, and I'm a shareholder of the company, and I second the motion.

Shauneen Bruder
Chair of the Board, CN

... Thank you, Alain. I hereby declare the formal portion of the meeting closed. We will now move to the next agenda item. Our Chief Financial Officer will present the company's financial performance in 2023 and the Q1 2024 results. Ghislain?

Ghislain Houle
EVP and CFO, CN

Thank you, Madam Chair. CN is very proud of its financial performance in 2023. Our make the plan, run the plan, sell the plan approach to scheduled railroading served us very well through the many challenges of 2023 and provides the foundation of our growth in the coming years.

Speaker 10

Fully diluted earnings per share increased by 15% to $8.53. Adjusted diluted earnings per share, which include or exclude elements which have an impact on the comparability of financial results of CN, went down by 2% to $7.28, in line with our revised financial outlook for 2023.

Ghislain Houle
EVP and CFO, CN

CN experienced a number of external challenges in 2023, which impacted traffic levels, including a weaker macroeconomic environment, wildfires, floods, and a dock worker strike on the Canadian West Coast. Volumes measured in revenue ton miles were down 1%.

Speaker 10

In 2023, revenues went down by 2% to reach approximately CAD 17 billion, a decrease of approximately CAD 0.3 billion compared to 2022, due to a decrease in volumes because of the freight recession, as well as a reduction in accessory fees, partially compensated by the increase in tariffs and positive effects of the weaker Canadian dollar conversion rate. Operating expenses in 2023 remain unchanged compared to 2022, specifically because of the decrease in the cost of fuel, a factor counterbalanced by the negative impact of the effects of the weaker Canadian dollar conversion rate and the increase in fees associated with labor and benefits coming specifically from general salary increases and increases in the average number of employees.

Ghislain Houle
EVP and CFO, CN

Our industry-leading adjusted operating ratio was 60.8%, 90 basis points higher than in 2022. CN generated nearly $3.9 billion of free cash flow, down from the prior year due to higher capital investments in 2023 and 2022 proceeds from the sale of non-core branch lines in Wisconsin. CN is committed to ongoing investments in our infrastructure that supports safety and enable efficiency, growth, and the competitiveness of our customers' supply chains.

Speaker 10

In 2023, CN invested more than $3.2 billion. Close to two-thirds of that amount was invested in primary rail and road assets to ensure the safe and efficient use of the network. The other third of our capital expenditures was dedicated to our rolling stock, equipment, as well as investments in technology.

Ghislain Houle
EVP and CFO, CN

Over the last five years, the company has invested nearly CAD 16 billion. That has helped us expand capacity on our network, enhance resiliency, and strengthened our performance for the long term.

Speaker 10

In terms of financial management, CN always had a prudent approach. We are proud of the strength of our balance sheet. It gives us the financial flexibility necessary to quickly react as situations evolve.

Ghislain Houle
EVP and CFO, CN

CN's capital allocation priorities have been consistent over many years. Our first priority is to reinvest in the business. Next, we return capital to shareholders. CN has delivered dividend growth year in and year out. Our dividend per share has grown every year since the company was privatized in 1995, at an average rate of 15% per year, and our strong track record of dividend growth continues into 2024, with our board of directors approval last January of a 7% increase in the dividend, our 28th consecutive annual increase.

Speaker 10

We're using share redemptions as a flexible tool with targeted leverage. The constant generation of free cash flow has allowed cumulative share redemption of almost $12 billion over the past five years, all the while maintaining our solid credit rating of top quality. All things combined, we paid out close to $22 billion to shareholders over the past five years. Our current share redemption plan continues until the end of January 2025, and we'll probably redeem 30 million shares, and we budgeted $4 billion to this.

Ghislain Houle
EVP and CFO, CN

Our track record in delivering on our strategic goals has produced solid financial results year after year and has translated into significant stock price appreciation. Over the last five years, adjusting for the reinvestment of dividend, the cumulative total return on CN stock is over 80%. Finally, I'd like to touch on our solid first quarter performance.

Speaker 10

We have lots of trust in our planned operational model, which focuses on resilience, the capacity to recover, and which supports excellent service for our clients.

Ghislain Houle
EVP and CFO, CN

Q1 diluted EPS of $1.72 for the quarter was down 5% against a very strong performance last year, which has been helped by a milder winter and favorable fuel lag. Back to you, Madam Chair.

Shauneen Bruder
Chair of the Board, CN

Thank you, Ghislain. Now, Tracy Robinson, our President and Chief Executive Officer, will address the meeting to share with us the highlights of 2023 and to give us her perspective on what lies ahead in the coming months. But before, let's watch a short video on CN's purpose and corporate strategy.

Speaker 11

Our purpose: powering the economy. Every day, we move goods that people rely on to drive businesses, feed families, and enrich lives.... That's what CN does. To continue building the railroad of the future and to accelerate sustainable growth, we have a strategy, a game plan. Our strategy has three priorities: sustain and build service excellence. We continue to lead the charge, innovate, and drive operational excellence with our scheduled railroading model. We contribute to the climate solution as moving long-haul truck freight to rail can reduce greenhouse gas emissions by 75%. We deliver, and we prioritize doing it safely and sustainably. Grow our business. We enable supply chains. We stand shoulder to shoulder with our customer and work side by side with our partners. We step up and ask, "How can we help?" Because when our customers and our partners succeed, we succeed. Grow our people.

Our team of railroaders is our engine. They drive our success today and in the future. We're working together, empowering our people to reach their full potential. At the heart of everything that we do, every decision, every innovation, and every success are our core values. We care about each other. We strive for excellence. We lead responsibly. We succeed together. This is how we show up every day for all our customers, stakeholders, and communities. This is how we power the economy.

Tracy Robinson
President and CEO, CN

Ladies and gentlemen, thank you for joining us today at CN's 2024 Annual General Meeting. Now, as the CEO of CN, it's both an honor and a privilege to address you. At CN, our 25,000 employees get up every day to push forward the economy. We recognize that our rails are not just for cargo, they are vital tools for trade, and each item that we carry, each kilometer that we travel, contributes to the vitality of local communities, industries, and nations. Our role is not limited to transportation. We continue to push for progress and economic prosperity. At CN, safety is our core value, and it's at the heart of everything we do. We aspire to zero. Zero serious injuries, zero fatalities, zero harm, and net zero emissions.

On emissions, CN is proud to be a leader in the North American rail industry, consuming about 15% less locomotive fuel per gross ton mile than the industry average. We're also increasing the amount of renewable fuels that we use in our locomotives, supported by recent testing of up to 100% renewable fuels. Keeping an eye on the longer term, we are pursuing important pilots, including the purchase of a 100% battery electric locomotive and the recent announcement of a hybrid locomotive pilot project. With regard to zero incidents and injuries, we continue to improve as we advance on our journey. In 2023, we achieved a 13% reduction in our injury frequency rate compared to the previous year, accompanied by a 17% improvement in our accident rate over the same period. Now, true safety leadership goes beyond mere compliance.

It requires a culture that fosters and embodies unwavering commitment. We must cultivate an environment where safety is ingrained in every action and decision, from the boardroom to the front lines. In our pursuit of zero harm, we are leveraging advancements in technology, comprehensive training and development programs, and robust systems. By harnessing these tools and resources, we aim to create a workplace where every individual feels empowered to proactively identify and mitigate potential hazards. In 2023, we continued to lean into our scheduled operations. What do we mean by scheduled operation? It means we run according to a plan. Our trains leave on time, and movements are optimized for the whole network, not for a single yard or region. With this model, we're delivering a consistent level of customer service. We're increasing asset velocity, improving the utilization of our locomotive fleet and crews, improving predictability.

Now, this creates greater visibility to the capacity that we have and where the bottlenecks may be. Our commercial team sells into that capacity, and we target those bottlenecks with our capital program. This model is summarized through a mantra that permeates every part of our business: Make the plan, run the plan, sell the plan. Our model and our mantra set the basis for how we work every day, allowing us to create a distinct focus on the day-to-day operations and separately on the longer term. Structure follows strategy, and we have integrated and aligned our teams to entrench our model. This allows us to balance what we need to be successful today, while driving equal focus on what we need to win in the longer term. Within operations, we have created a F...

Chief Field Operations Officer position and a Chief Network Operations Officer position to acknowledge these two distinct responsibilities. We named highly experienced leaders, Derek Taylor and Pat Whitehead, to these roles. We're confident of the benefits that they'll drive in both the daily operations and in the way that we work in building the network and preparing the network for the future. Now, in terms of performance, 2023 was a year that's made us proud. Our focus on velocity, efficiency, and reliability led to impressive performance across key indicators. Even with several external events that impacted our network, 2023 was a year where we came together as a company and delivered for our customers and for the economy.... We're running trains on time, nearly 90% origin train performance, up from 80% in 2022.

Car velocity reached 213 miles per day, marking a 9% increase from the previous year, meaning that we get more out of every asset. Our efforts to streamline operations were evident in the 8% reduction of dwell time. Now, this underscores our commitment to enhancing throughput and minimizing delays in the transportation process. These improvements lead to better customer service, and through the implementation of our Local Service Commitment Plan, or LSCP, we meticulously monitor our service quality by ensuring that customers receive the appropriate cars within the committed switch window. In 2023, the LSCP yielded a remarkable 91% adherence rate, a substantial improvement from the 80% recorded in 2022. Collaboration is the cornerstone of our success. Now, no company operates in isolation.

We work hand in hand with our customers and supply chain partners to optimize processes, minimize inefficiencies, and unlock new opportunities. Together, we form a resilient ecosystem that adapts and thrives in the face of challenges. Collaboration is the way in which we meet the needs of clients. The combination of collaboration with commercial teams, operations, and services, as well as collaboration that's direct and continuous with clients, is our key to success. In fact, our performance has been recognized by three customer service awards: one from Costco, an international shipping customer, one from UPS, a multinational shipping and receiving courier service, and one from LP, a forest products company. We're very proud of this team. Now, as we look to maintain today's success into the future, we know that we need to be safest and the best company to work for.

This will require that we do things differently, from the way we engage with our railroaders to the way that we enable the growth of their careers. To be successful in attracting the next generation of talent and capabilities, we must change the way that we work and the opportunities that we provide. The most basic level, this means providing a safe, engaging, and diverse work environment. To achieve our vision, we have to provide a work environment where employees can be successful in both their lives and their careers. Now, in the past year, we've started to change some of the things that we do and how we do them, because we believe that everyone deserves a good leader and everyone deserves development.

In addition to our scheduled operations, we're investing in the development and the succession of our people, attracting the right talent and empowering them to step in and act based on our clear values and strategic priorities, thus supporting their growth and ours. Over the last year, we began to modify some of our activities and started to change our execution. When we believe that everybody deserves a good leader and everybody deserves professional development, we can move forward that way. In addition to all of our real work, we are investing in the development and the success of our staff. By attracting good talent, we are able to keep acting based on our values and our strategic priorities. This is a question of supporting their growth and ours. Creating the right conditions for success is paramount.

From fostering an environment of safety and sustainability to championing diversity and inclusion, we are committed to building a company where everyone can succeed. Our success is intertwined with the success of our employees, customers, and the communities we serve. As I look forward, I'm filled with optimism and excitement of the future of CN. Together, we will sustain and build service excellence, grow our business, and grow our people, all to create the right conditions for success and to power the economy. Thank you for your support and your continued trust on this journey.

Shauneen Bruder
Chair of the Board, CN

Thank you, Tracy. We will now proceed with the question and answer session. During today's session, we will answer written questions received online, as well as live questions over the phone and/or via the live webcast. For those wishing to submit questions in writing, you can type your question in the messaging tab at the top of your screen and submit your question by clicking the Submit arrow. If you're asking your question verbally over the phone or via the live webcast, in the interest of time and in fairness to everyone who wishes to submit a question, I will ask that you restrict your questions to matters relevant to the business of the company, and that you limit your question to a maximum of two minutes.

As a reminder, if you would like to ask a question verbally via the live webcast, click on the Request to Speak button in the Broadcast tab. Make sure you allow your browser to access your microphone, and then click on the green check mark. You may need to scroll down to the bottom of the Broadcast tab on your browser to access the green check mark. You will then be placed in the queue, and our operator will open the web line for you to ask your question at the appropriate time. If you would like to ask a question by phone, please call the number shown on the screen and dial star one. Our phone operator will open the line at the appropriate time, and you'll be able to speak to the meeting.

Time permitting, and subject to our meeting rules of conduct, we will answer all written questions received online as well as questions received over the phone and/or via the webcast. We will answer questions in the order received, and I will invite someone from CN to answer the questions at the appropriate time. For questions in writing, the Corporate Secretary, Cristina Circelli, will read the name of the person who asked the question and read the question. We will begin the Q&A session now. Cristina, would you please direct us to the first question?

Cristina Circelli
VP of Corporate Secretary and General Counsel, CN

Thank you, Madam Chair. We have a question in writing from Robert Rowley. It reads as follows: Granted, CN greatly exceeded its targets for accident rate and injury frequency rate, but the fact is that there were two fatalities. Sadly, two CN employees did not come home to their families at the end of their workday. While CN rightfully expressed remorse, CN shouldn't have paid a safety bonus, and that component of the annual incentive bonus plan should have been zero. Such an idea is not without precedent. Other companies, while exceeding the safety targets, did not pay a bonus if there was an employee fatality. Why did CN do likewise?

Shauneen Bruder
Chair of the Board, CN

Thank you, Mr. Rowley, for your question. I would like to call on Jo-Ann dePass Olsovsky, Chair of our Human Resources and Compensation Committee, to address your question. Jo-Ann?

Jo-Ann dePass Olsovsky
Chair of the Human Resources and Compensation Committee, CN

Thank you, Madam Chair. Thank you, Madam Chair, and thank you to Mr. Rowley for your question. As you know, safety is a core value at CN. Making sure every one of our employees goes home safely at the end of every shift is our most important responsibility. It is devastating to an employee's family and to the entire CN family when that doesn't happen. The board of directors engages with the management team regularly on matters and progress related to safety efforts and outcomes. The bonus plan last year did include 10% related to the company's overall safety performance. Half was allocated to the company's accident ratio, and the other half was allocated to the company's injury ratio, which includes fatalities.

We do regularly review our compensation practices and have already been benchmarking with what other railroads and similar industrial companies do to ensure we have the best programs and incentives for safety, performance, and the appropriate consequences for when executives and/or management fall short. A comprehensive review will be carried out in 2024 and 2025, with a view to further reinforcing CN's safety culture, considering the benchmark results and the latest scientific behavioral research in this field. Please know that I speak for CN's board, management, and every employee when I say we are all committed, we will relentlessly and tirelessly continue our collective commitment to zero injuries. Excuse me. Back to you, Madam Chair.

Shauneen Bruder
Chair of the Board, CN

Thank you, Jo-Ann, and thank you, Mr. Rowley, for that question. We will now proceed with the next question. Cristina?

Cristina Circelli
VP of Corporate Secretary and General Counsel, CN

Thank you, Madam Chair. We have a question in writing from Andy Mueller. It reads: Of the spending of funds for ESG and DEI, how have those expenditures increased train speeds, decreased dwell time, and provided more resources for maintenance of way issues, programs, as well as increased our customer service?

Shauneen Bruder
Chair of the Board, CN

Thank you. I'll call on Tracy to address that question.

Tracy Robinson
President and CEO, CN

Thank you, Mr. Mueller. It's an important topic and one that we have a continuing conversation on. Now, our ESG and DEI efforts are core to our business strategy, so perhaps on DEI first. We're a growth company, and to continue to grow, we need to be able to attract and retain the best talent. You heard my comments earlier. To do that, we need to continue to evolve the way that we work. We want to make CN a more inclusive place, a place where everyone is welcome, and we want our employees to have the ability to develop and build the career of their lives, as they work with our company. We believe ultimately that our workforce should reflect the diversity of the communities in which we operate. Now, ESG also includes safety and environment and a number of other initiatives. On safety, it's very simple.

We want every one of our employees to go home at the end of every shift, the same way they came in. We want to safeguard our customers' goods and the communities in which we operate, and we're investing in our people, in our processes, and in our technology to help drive continual improvement in our safety performance. We're also focusing on the environment, whether it be on the lands and the wetlands that we traverse, and specifically on investments to help reduce our GHG emission intensity. Now, these investments also provide other benefits, including, you know, they help to manage our fuel expense, they improve our network fluidity, they improve our capacity, and they continually improve our customer service by improving our locomotive availability and our reliability.

When we think about ESG and D&I, what we're really doing is investing behind the programs and the initiatives that we believe support the long-term sustainability of our business. CN's been around for more than 100 years, and we plan to be around for at least 100 more. Thanks for your question.

Shauneen Bruder
Chair of the Board, CN

Thank you, Tracy. Cristina, could we move to the next question?

Cristina Circelli
VP of Corporate Secretary and General Counsel, CN

Madam Chair, we have a question in writing from Mr. Joseph Bastian. It reads: Good morning. My name is Joseph Bastian, and I am the Associate Director for Inclusive Economy with Share. Share is a Canadian nonprofit, responsible investment advisor. We provide shareholder engagement services to more than 80 asset owners and managers with over 100 billion in assets, many of whom are shareholders in CN Rail.... We have a long history of engagement with CN Rail and met and exchanged information over the past 4 months regarding the resignation in December of 2023 of the company's entire Indigenous Advisory Committee. The resignation was a significant setback and an unfortunate outcome for the company's reconciliation efforts. My question is, how will the company provide investors and rights holders with assurance that it can live up to its obligations to reconciliation with Indigenous people?

Shauneen Bruder
Chair of the Board, CN

Thank you for the question. First, I would like to acknowledge and thank the council members and the co-chairs, Bridges, and the Honorable Murray Sinclair, and the members for their wisdom and guidance. We're thankful for their significant and meaningful contribution, and we, as we envisage a path forward for our company. While we were disappointed by the IAC's resignation, we are also committed to learn from our engagement with the council. Our work with the IAC has provided us with an invaluable perspective, and it has informed the CN reconciliation journey. This journey is also informed by the feedback we receive every day from the communities our Indigenous relations team engages all along our network.

Our engagement with the IAC, the communities, and other stakeholders has helped us to better understand the role that railways have played in the implementation of colonial policies, and the importance of acknowledging that role, leading to the publication of a historical acknowledgment. This understanding has informed our new Indigenous Relations Policy, released this month, and is informing the work being done on CN's Reconciliation Action Plan to be released later this year. I will turn to Tracy for anything she would like to add.

Tracy Robinson
President and CEO, CN

Thanks, Shauneen. As you mentioned, we've released our Indigenous Relations Policy earlier this year. And the policy sets out the key areas that we as CN intend to use to build our reconciliation efforts. And there are five, and they're as follows: the cultural awareness and employee engagement, people and employment, community engagement and relationships, economic reconciliation, and environmental stewardship and safety. Now, these same key areas are gonna form the foundation of what will be our first ever Reconciliation Action Plan. And this plan will outline very specific and measurable initiatives, creating, you know, a true benchmark for CN to track our performance and our progress. We have partnered with the Indigenous-owned bridge building consultants, Mokwateh, to develop our Reconciliation Action Plan, and we look forward to sharing our plan later this year.

Shauneen Bruder
Chair of the Board, CN

Thank you, Tracy, and thank you for that question. Cristina, we will now proceed with the next question.

Cristina Circelli
VP of Corporate Secretary and General Counsel, CN

Madam Chair, there are no further questions.

Shauneen Bruder
Chair of the Board, CN

There being no further questions, this concludes the question and answer portion of this meeting. As mentioned, any relevant questions that could not be answered, although we have none, will be posted online and will remain available until one week after posting. I will now turn the meeting back to... Cristina, for any final questions.

Cristina Circelli
VP of Corporate Secretary and General Counsel, CN

Madam Chair, I can confirm there are no further questions. Thank you.

Shauneen Bruder
Chair of the Board, CN

Thank you, Cristina. In closing, I would like to thank everyone who made today's event possible, including all of those who worked so hard behind the scenes to ensure our shareholders were able to participate in the meeting online and over the phone. I would like to thank all of you for joining us and participating in our meeting today, and for your continued support. Be safe and good health to all.

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