Canadian National Railway Company (TSX:CNR)
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Apr 28, 2026, 12:10 PM EST
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AGM 2025

May 2, 2025

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. [Foreign language]

Welcome to the 2025 meeting of CN shareholders, 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. In the context of CN's commitment to reconciliation in Canada, it's important for us to respectfully acknowledge that our railway was built and continues to be operated across many traditional territories and treaty areas of Indigenous peoples. CN's network spans 13,200 miles across Canada and operates within or adjacent to more than 220 reserve lands of nearly 130 First Nations and Métis communities.

We are grateful for the privilege of working and residing on these lands. We recognize and honor the original people who continue to serve as the traditional stewards of the land. Now, before we continue, I would ask Cristina to address forward-looking statements and some logistical details around the meeting. Cristina?

Cristina Circelli
VP, 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 forward-looking statements within the meaning of U.S. and Canadian securities laws. These statements are subject to risks and uncertainties that may cause the actual results to differ materially from those expressed or implied in these statements. Your participation in the affairs of CN is important to us, so we are pleased to continue to hold our annual shareholders' meeting virtually, which provides the flexibility and opportunity to attend and participate at the meeting from any location in the world. Using the latest live video webcast meeting technology, simultaneous translation, and closed captioning allows us to provide easy access and live communication for all our shareholders and the company.

This setup enables greater participation by our shareholders, including non-registered shareholders. It also aligns with our sustainability vision and practices. Shareholders attending the meeting are afforded the same rights and opportunities to vote and participate as they would have in an in-person or hybrid meeting. This webcast allows you to ask questions, hear them answered, engage with other shareholders and with CN's management and directors through active participation in a Q&A session, and if you have 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 will provide more details on how to vote and ask questions as the meeting unfolds. Thank you.

Shauneen Bruder
Chair of the Board, CN

Thank you, Cristina. It's an honor to preside over our meeting of shareholders. I want to thank our employees, my fellow board members, customers, shareholders, and the communities in which we operate for their ongoing support and collaboration.

Ghislain Houle
EVP and CFO, CN

I would like to thank our employees, my colleagues on the board of directors, our customers, our shareholders, and the communities in which we work for their ongoing support and cooperation.

Shauneen Bruder
Chair of the Board, CN

CN and our 25,000 railroaders are driven by our purpose to power the economy and to safely deliver essential goods across North America. Our transcontinental network is a distinct strength. With nearly 20,000 miles of track, CN spans Canada from the Pacific to the Atlantic coasts and extends through the U.S. Midwest to the U.S. Gulf Coast. Consider this: each day, we move approximately 15,000 shipments that carry a diverse portfolio of products: grain and fertilizers that help feed the world, raw materials that drive manufacturing and construction, and energy commodities that heat, cool, and power industries and homes. We connect our customers with their markets, collaborating with them to support their growth, which in turn helps to grow the Canadian and U.S. economies.

In 2024, the resiliency of CN's operating model was tested, but we adhered to our operating plan, and our railroaders remain disciplined and agile, helping CN to quickly recover from a range of various disruptions. CN remains focused on delivering for our customers as we navigate the challenges related to trade and tariffs and the reality of a very interconnected North American economy. As a board, we continue to oversee enterprise risks, and we ensure that management is taking the appropriate actions to address both current and emerging risks and is ready to seize potential opportunities. With our resilient operating model, a pipeline of CN-specific growth opportunities, and a great team of railroaders, we remain confident in the company's strategic direction and its capacity to generate sustainable, profitable growth.

At CN, we continue to focus on delivering responsibly, moving customer goods safely and efficiently, being environmentally responsible, attracting and developing top talent, and helping to build safer, stronger communities, all while adhering to the highest standards of governance and supporting shareholder value creation. Let me highlight some of our actions and commitments. Safety is our core value and foremost priority for our people, customers, and the community environment in which we operate. CN is providing the leadership, training, and resources necessary to support our continuous improvement in safety as we work towards our ambitious safety objectives. This includes improving safety in communities along our network where our railroaders also live, work, and play.

In 2024, our annual Rail Safety Week campaign, in partnership with Operation Lifesaver, involved nearly 400 communities, emphasizing what the public can do to stay rail-safe, and we proactively trained more than 5,000 first responders on rail safety and emergency incident response. For the environment, CN continues to drive fuel and carbon efficiency. We are working to better understand the potential impacts of extreme weather and the solutions needed to mitigate those impacts. Our annual advisory vote on CN's climate action plan reinforces our commitments. You'll have the opportunity once again this year to vote on our climate action plan when polling opens in a few moments. The board continues to focus on talent development and succession planning to help ensure CN is well-positioned to identify, attract, develop, and retain the next generation of leaders. We are also deepening engagement with Indigenous communities along our network.

Last year, in Canada, we introduced our first Indigenous Reconciliation Action Plan, or IRAP. This will guide our journey to reconciliation based on key pillars identified through open discussions with and feedback from Indigenous communities in Canada. Our IRAP provides a strong foundation for fostering continuous learning and meaningful actions in our ongoing efforts. Finally, the board remains steadfast in our commitment to ensure the highest standards of corporate governance. Good governance means good business, and CN is dedicated to fulfilling its role as a responsible corporate citizen in all that we do. We appreciate the trust each of you places in our company and our leadership as we work together toward our purpose to power the economy. Every work assignment begins with a safety briefing, and today is no different. Before we begin with the actual business of the meeting, I would ask Cristina to share a safety moment.

Cristina Circelli
VP, Corporate Secretary and General Counsel, CN

Thank you, Madam Chair. Merci. 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 on how to stay safe around railway tracks and trains. Stay off the tracks. Trains are faster than you think. You won't necessarily hear or feel one coming if you're walking along the tracks, and by the time you do, it might be too late. Use designated railway crossings. These are put up to help you cross the tracks safely. When you choose to cross somewhere else, you're putting your life on the line. Obey all signs and signals. There are many railway signs and warning devices, such as lights, bells, and gates, to tell you when a train is coming or where and when you should cross.

Following their directions will keep you safe. Stay alert and keep your distance. The best way to avoid being hit by a train is to stay out of its path. That means paying attention. Put your phone down, and if you're wearing headphones, leave one ear out when you're near the tracks and trains so that you can hear and see the warnings. At crossings, keep a distance of at least five meters from the tracks so that you're out of harm's way when the train passes. At stations, stand well behind the platform's edge or safety line. 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 15 to the 21st, 2025, during this year's Rail Safety Week across Canada and the U.S.

Madam Chair, that's our safety moment.

Shauneen Bruder
Chair of the Board, CN

Thank you, Cristina. Before we continue, I'll now ask Cristina to 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.

Cristina Circelli
VP, Corporate Secretary and General Counsel, CN

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 non-binding advisory resolution on the company's approach to executive compensation, and the non-binding advisory resolution on the company's climate action plan. 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 and online only. Voting by phone will not be possible. On behalf of the board and the company, we would like to thank 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 into the webcast in the category I have a login using your login credentials, being your 15-digit control number provided to you on your proxy form or the four-character access code provided to you by Computershare, as applicable, and the meeting password CNR2025, and cast your vote on each of the resolutions by selecting your desired voting option, either for, against, 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, the chair 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 this 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 Speak button in the broadcast tab and clicking on the green checkmark.

You may need to scroll down to the bottom of the broadcast tab on your browser to access the green checkmark or by phone by calling the numbers shown on screen. To request Speak, you will need to press Star 1, and our operator will greet you. In all cases, you will need your control number found either on your proxy form or 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 1 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 web page, we will answer all written questions received as well as questions asked over the phone or over the live webcast.

Any questions relevant to the meeting that cannot be 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 meetings, all questions submitted in accordance with our meeting rules of conduct will generally be addressed in the order 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 a question 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 will call on them. 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. Back to you, Madam Chair.

Shauneen Bruder
Chair of the Board, CN

Thank you, Cristina. 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 10, 2025. 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 26, 2025, with all relevant information in that regard to holders of common shares at the close of business on March 7, 2025, the record date. A copy of the confirmation of 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 Karen Laberge of Computershare to act as scrutineers at the meeting.

I have received the preliminary scrutineer's 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, 2024, together with the reports of the auditors and 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 2024 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, 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 Patricia De Taddeo to move the motion to nominate the directors.

Patricia De Taddeo
Shareholder, CN

Madam Chair, my name is Patricia De Taddeo. 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 duly elected or appointed.

Shauneen Bruder
Chair of the Board, CN

Thank you, Patricia. 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 questions relevant to the election of directors?

Cristina Circelli
VP, Corporate Secretary and General Counsel, CN

Madam Chair, there are none.

Shauneen Bruder
Chair of the Board, CN

Thank you, Cristina. 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 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 are 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 Patricia De Taddeo to present the motion to appoint KPMG LLP as auditors of the company.

Patricia De Taddeo
Shareholder, CN

Madam Chair, my name is Patricia De Taddeo, and I am a shareholder of the company. I move that KPMG LLP be appointed auditors of the company to hold office for the fiscal year 2025 or until the close of the next annual meeting of shareholders.

Shauneen Bruder
Chair of the Board, CN

Thank you, Patricia. Heidi McFall, will you please second the motion?

Heidi McFall
Shareholder, CN

Madam Chair, my name is Heidi McFall. I am 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, 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 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 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 Patricia De Taddeo to move the motion.

Patricia De Taddeo
Shareholder, CN

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

Shauneen Bruder
Chair of the Board, CN

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

Heidi McFall
Shareholder, CN

Madam Chair, my name is Heidi McFall. I am 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, 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 the 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 from 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 long-standing and robust climate-related disclosures, incorporating our governance metrics, targets, strategy, and risk management. The detailed plan is contained in the company's Management Information Circular, as well as our annual CDP report, which includes a TCFD index. CN has been making a positive contribution in the fight against climate change by offering carbon-efficient transportation solutions to our customers.

Since 1993, we have reduced our rail locomotive carbon emissions intensity by 45%, and we remain a leader for locomotive energy efficiency among the Class I railroads in North America, consuming approximately 15% less locomotive fuel per gross ton mile than the industry average. We recognize that rail has a tremendous potential to reduce the environmental impact of transportation services. We are actively working with many of our customers to help them reduce their transportation supply chain carbon emissions by leveraging rail for long haul and trucking over shorter distances. Every freight train replaces approximately 300 trucks on our roads and highways. Shipping heavy freight by rail can reduce carbon emissions by up to 75% when compared to trucks.

CN has science-based targets in place and is committed to reducing its Scope 1 and 2 carbon emissions intensity by 43% 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 2023, we are pleased to report that we have progressed over 18% towards our Scope 1 and 2 target and over 30% towards our Scope 3 target. We are currently in the midst of calculating our 2024 performance.

Finally, in 2024, the Science-Based Targets Initiative approved our Net Zero 2050 carbon emission target, which is aligned to a 1.5-degree centigrade global warming scenario. This target seeks a 90% reduction in absolute Scope 1, 2, and 3 GHG emissions by the year 2050 from a 2019 base year.

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 our rail efficiency. 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 increasing the use of cleaner fuels. To fully deploy and implement new technologies, as well as to obtain and use sufficient volumes of renewable fuels, we work closely with fuel producers, locomotive manufacturers, and governments.

We also acknowledge the importance of collaborating with industry players, including the other railroad companies, governments, supply chain partners, universities, and clean technology businesses, fuel producers, locomotive manufacturers, and engine manufacturers to ensure an efficient transition to a low-carbon future. At CN, we believe that rail transport has a tremendous potential for reducing the impacts of transportation on the environment. As a driver of the economy, CN is determined to play a key role in the transition to a low-carbon economy. Thank you.

Shauneen Bruder
Chair of the Board, CN

Thank you, Ghislain. I will now call on Patricia De Taddeo to move the motion.

Patricia De Taddeo
Shareholder, CN

Madam Chair, my name is Patricia De Taddeo. I am a shareholder of the company. 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, Patricia. Heidi McFall, will you second the motion?

Heidi McFall
Shareholder, CN

Madam Chair, my name is Heidi McFall. I am 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?

Cristina Circelli
VP, Corporate Secretary and General Counsel, 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. 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 the auditors of the company, the non-binding advisory resolution on the company's approach to executive compensation, and the non-binding advisory resolution on the company's climate action plan. The four 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 done so already. 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.

We build it together. We get there together.

Thank you. Voting is now closed. We have now received the report of the scrutineers. According to the proxies received and the results of the electronic voting, each director nominee received 50% or more in favor of their election and of the total votes cast for or against, and on average, in excess of 98% of the 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 92% 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 93% 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 95% 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, and 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. Patricia De Taddeo, will you second the motion?

Patricia De Taddeo
Shareholder, CN

Madam Chair, my name is Patricia De Taddeo, and I am a shareholder of the company. I second the motion.

Shauneen Bruder
Chair of the Board, CN

Thank you, Patricia. I hereby declare the formal part 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 2024 and the Q1 2025 results. Ghislain?

Ghislain Houle
EVP and CFO, CN

Thank you, Madam Chair. Our Make the Plan, Run the Plan, Sell the Plan approach to Scheduled Railroading helped us manage the many challenges in 2024 and provides the foundation for our growth in the coming years.

CN's diluted earnings per share decreased by 18% to CAD 7.01. The adjusted diluted earnings per share, which excludes items affecting the comparability of CN's financial results, decreased by 2% to CAD 7.10.

CN experienced a number of external challenges in 2024, which impacted traffic levels, including a weaker macroeconomic environment, labor uncertainty, and disruptions at both CN and Canadian ports. Volumes measured in revenue ton miles increased 1% despite these challenges.

In 2024, revenue increased by 1% to closer to CAD 17 billion, an increase of approximately CAD 0.2 billion compared to 2023 due to increased volumes and pricing gains, partially offset by lower fuel expenses. Operating expenses increased by 6% in 2024 compared to 2023 due, in particular, to increased labor expenses, the unfavorable impact of the exchange rate, and the loss on assets held for sale, offset in part by lower fuel expense.

Our adjusted operating ratio was 62.9%, 210 basis points higher than in 2023. CN generated nearly CAD 3.1 billion in free cash flow, down from prior year due to the higher capital investments and lower net cash from operating activities in 2024. CN is committed to ongoing investments in our infrastructure that supports safety and enables efficiency, growth, and the competitiveness of our customers' supply chains.

In 2024, CN invested CAD 3.5 billion net of amounts reimbursed by customers. Close to half of that amount was invested in the main rail and road assets to ensure the safe and efficient operation of the network. The other half of our capital expenditures went to rolling stock and equipment, as well as investments in technology.

Over the last five years, the company has invested over CAD 15 billion that has helped us expand capacity on our network, enhanced resiliency, and strengthened our performance for the long term.

In terms of financial management, CN has consistently adopted a cautious approach. We are proud of our strong balance sheet, which gives us the financial flexibility to react quickly to changing situations.

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 in 2025, with our board of directors' approval last January of a 5% increase in the dividend, our 29th consecutive annual increase.

We use the stock buybacks as a flexible tool for targeted leverage. The constant generation of a free cash flow has enabled cumulative share buybacks of close to CAD 14 billion over the past five years while maintaining our solid investment-grade credit rating. On a combined basis, we have returned almost CAD 23 billion to our shareholders over the past five years. Our current buyback program, which will continue until February 3, 2026, provides for the potential buyback of up to 20 million shares.

Our track record in delivering on our strategic goals has produced solid financial results year after year. Over the last five years, adjusting for the reinvestment of dividends, the cumulative total return on CN stock is nearly 40% in Canadian dollars terms and over 20% in U.S. dollars. Finally, I'd like to touch on our solid first quarter performance.

We have great confidence in our planned operational model, which fosters resilience and recovery capacity and supports excellent customer service.

Q1 diluted EPS of CAD 1.85 for the quarter was up 8%, driven by the resilience of our operating plan, a 1% increase in volumes in terms of RTMs, and continued solid pricing. 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 2024 and 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.

Resilient and ready, CN's Three Coast Network spans nearly 20,000 miles east-west across Canada and through the U.S. Midwest to the Gulf Coast. Every day, we safely move goods that people rely on to run businesses, feed families, and enrich lives. That's what CN does. We power the economy. To be the best at what we do, we're focused on three strategic priorities: sustain and build service excellence. We're leaning into our scheduled operating plan to drive greater reliability and customer service. The plan is our foundation. It serves to optimize our network, our customer service, and our business results. Our railroaders work every day to execute the plan safely. Grow our business. We connect customers to their markets, current and emerging. We are a key link in global supply chains, and when our customers and partners win, we win.

We are building a pipeline of growth opportunities unique to our network and our customers' needs. Grow our people. Our team of railroaders is our engine. We are working together, empowering our people to contribute to our company's success and their own. CN is resilient and ready. We are delivering for our customers. We are leveraging the strength of our franchise. We are doing our part to power the economy.

Ghislain Houle
EVP and CFO, CN

Good morning. Thank you for joining us today. As we come together for CN's 2025 annual general meeting, I feel an enormous sense of pride in what we've accomplished and a sense of optimism for what our management team can accomplish. In 2024, our network was tested by many challenges like wildfires and labor uncertainty. And yet, our operating model proved resilient. We stayed the course because we have the right team and the right tools. Work safety is our most important core value. It's what matters most. Last year, CN delivered the second-best safety performance in our history. But one tragic loss is one too many.

Tracy Robinson
President and CEO, CN

In April, we lost Juver Balmores in a motor vehicle accident while he was returning to his home terminal following his shift. His loss reminds us why we must never let up in our pursuit of zero.

Ghislain Houle
EVP and CFO, CN

That's why we continue to invest even more in training and technology, and we encourage a safety culture where everyone has a voice.

Tracy Robinson
President and CEO, CN

Automated inspection portals, advanced sensors, and AI are transforming how we manage risk. Our people are empowered to speak up and take action because safety isn't just a goal. It's a responsibility we share every shift, every day. Delivering responsibly is at the heart of how CN is building for a sustainable future. CN is already one of the most fuel-efficient North American Class I railways, consuming approximately 15% less locomotive fuel per gross ton mile than the industry average, and we're not stopping there. We continue to strive for incremental locomotive fuel efficiency. We've tested up to 100% renewable fuels, and we've announced battery electric and hybrid locomotive pilot projects. At CN, we Make the Plan, Run the Plan, Sell the Plan. It's more than a mantra. It's how we deliver service excellence.

Car velocity, the best all-in measure of network health, was solid for the year, averaging 209 miles per day, essentially in line with 2023 despite wildfires and labor challenges. Dwell time, an indicator of yard fluidity, was seven hours, on par with the prior year. As such, our focus on operational excellence translated into efficient and reliable service to our customers. And this translated into our customers rewarding us with our best-yet loyalty scores, measured through CN's comprehensive Net Promoter Survey.

Ghislain Houle
EVP and CFO, CN

Our approach guides everything we do. In 2024, our trains delivered even in the face of challenges, with good results on speed and waiting time. Our customers have given us the highest satisfaction ratings to date.

Tracy Robinson
President and CEO, CN

And we're not standing still. We're optimizing our network and aligning resources to where they're needed most. We're expanding capacity in high-growth corridors like our Edmonton to the Pacific Gateway, which connects Asia and North America through our network. We're also investing in Northeast BC and Prince Rupert. And we're proud of the partnerships we've built to support global trade on Canada's east and west coast and in the U.S. Gulf Coast. These investments help our customers leverage our unique and competitive network. Our tri-coastal system allows our customers to access markets both domestic and international. From the cornfields of Iowa to the busy intermodal lanes of Chicago to the bustling petrochemical centers in the Gulf and the Alberta Industrial Heartland, we're excited about the opportunities before us.

Ghislain Houle
EVP and CFO, CN

More than half of our projected volume growth in 2025 is expected to come from CN-specific opportunities, less dependent on broader economic cycles. That's the value of our network and the strength of our customer relationships. The future of CN depends on our people. We are creating a workplace where everyone can grow, succeed, and feel proud of the work they do. In the past year, we've reinforced our values and priorities. We've reshaped how we develop leaders, and we're building an inclusive environment where everyone has the opportunity to thrive. We want CN to be the best place to work in rail because when our people succeed, CN succeeds.

Tracy Robinson
President and CEO, CN

Since our last AGM, we've concluded 12 new agreements with unions in Canada and the U.S. We've also recently concluded arbitration with the Teamsters Canada Rail Conference. The new collective agreement puts the 2024 labor issue behind us. We remain committed to modernizing our collective agreements to attract and retain the best railroaders for our franchise. As we continue our path into 2025, we do so with confidence. Our operating plan has proven resilient, and the foundation we've built positions us for sustainable growth. Our focus in 2025 is clear: efficiency, reliability, and asset velocity. That's how we meet the expectations of our customers and deliver long-term value for our shareholders.

We've completed our acquisition of the Iowa Northern, and we're seeing real traction from initiatives that are unique to CN, opportunities that are less tied to the broader economic trends and are more rooted in the strength of our network and the partnerships we've built. That speaks volumes about our relevance, our reach, and our ability to create value in any market environment. We're also taking a balanced approach to capital investment, putting our dollars where they have the most impact, while protecting the capacity we'll need to grow in the years ahead. And of course, the world around us remains complex. Tariffs, geopolitical shifts, and other uncertainties will continue to test us. And while we don't know exactly what is in store for the remainder of the year, we can control how we will show up.

We've modeled the scenarios, we've built in flexibility, and we're staying closely connected to our customers every step of the way. Looking ahead, our focus remains where it needs to be on execution: disciplined operations sized appropriately, customer-centric investments and growth, and a steadfast commitment to safety and service excellence.

Ghislain Houle
EVP and CFO, CN

We enter 2025 with confidence. Our network, our plan, and our team are strong. Our investment strategy is disciplined and focused on what will have the most impact. No matter what the future holds, we will be ready to adapt and deliver reliable and safe service.

Tracy Robinson
President and CEO, CN

To all CN railroaders, thank you. It's your dedication that keeps our economy moving. And to our shareholders, thank you for your continued investment and support. We're excited about what we're building together.

Ghislain Houle
EVP and CFO, CN

Thank you to all the CN railroaders. It's because of you that the economy keeps going. And thank you to our shareholders for your trust. Together, we are building a bright future for CN. Thank you for being part of this great adventure.

Shauneen Bruder
Chair of the Board, CN

Thank you, Tracy. We will now proceed with the question-and-answer session. I will ask Cristina to go over the logistics of the question period.

Cristina Circelli
VP, Corporate Secretary and General Counsel, CN

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 are asking your question verbally over the phone or via the live webcast, in the interest of time and fairness to everyone who wishes to submit a question, I 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, then click on the green checkmark. You may need to scroll down to the bottom of the broadcast tab on your browser to access the green checkmark. 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 screen and dial star one. Our phone operator will open the line at the appropriate time, and you will 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 the chair will invite someone from CN to answer the question at the appropriate time. For questions in writing, I will read the name of the person who asked the question and read or summarize the question. Back to you, Madam Chair.

Shauneen Bruder
Chair of the Board, CN

Thanks, Cristina. We will now begin the Q&A session. Cristina, could you please direct us to the first question?

Cristina Circelli
VP, Corporate Secretary and General Counsel, CN

Madam Chair, we have received the following written question from Andy Mueller. The question is as follows: Does CN have any plans for the installation of a train inspection portal in Wisconsin?

Shauneen Bruder
Chair of the Board, CN

Thank you for the question. Tracy, could I ask you to respond?

Tracy Robinson
President and CEO, CN

Absolutely. CN invests billions in our network annually, and these investments are designed to improve the safety of our operations and the continuity of our customer service. Technology, of course, plays a significant role. We have deployed a number of the automated inspection portals in key locations across our network, and these use high-definition cameras and AI technology to detect early indications of defects on rail car equipment, including defects that may be invisible to the naked eye. Now, we currently have seven portals, five of which are in Canada and two are in the United States. We continue to evaluate the opportunity for each portal, and that evaluation is based on several factors, and we'll continue to do that as we choose to install more portals. Thank you for your question.

Shauneen Bruder
Chair of the Board, CN

Thank you, Tracy. We'll now proceed with the next question.

Cristina Circelli
VP, Corporate Secretary and General Counsel, CN

Madam Chair, we have received the following written question from Mr. Yongshan Tang. The question says as follows: How much does the current tariff between the U.S. and Canada impact CN's business, and what's our strategy against the impact?

Shauneen Bruder
Chair of the Board, CN

Thank you for the question. Tracy, would you respond?

Tracy Robinson
President and CEO, CN

The tariff situation has been quite volatile, and it's not clear yet where it's going to land and what the impacts will be. At CN, we're continuing to monitor the tariff situation closely, and we remain in close contact with all of our customers. We believe that free and fair trade, including the removal of trade barriers, whether they be national or international, contributes to a stronger economy, and we're continuing to invest in the fluidity and the capacity of our network to support the needs of our customers, and as you saw yesterday, we've kept our 2025 as well as our 2024-2026 guidance unchanged, while noting the heightened recessionary risk related to tariffs and trade actions taken by various countries. Thank you for your question.

Shauneen Bruder
Chair of the Board, CN

Thank you, Tracy. We will now move to the next question, Cristina.

Cristina Circelli
VP, Corporate Secretary and General Counsel, CN

Madam Chair, there are no further questions.

Shauneen Bruder
Chair of the Board, CN

Thank you, Cristina. In closing, this concludes our question-and-answer period. I want 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 or over the phone. I want to thank you all for joining us and participating in today's meeting and for your continued support. Be safe and good health to all.

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