Mr. Ghislain Houle reports

CN ANNOUNCES NEW NORMAL COURSE ISSUER BID FOR SHARE REPURCHASE AND 7% DIVIDEND INCREASE

Canadian National Railway Company's board of directors has approved a 7-per-cent increase in the 2024 dividend on the company's common shares outstanding as well as the repurchase of its shares under a new normal course issuer bid (Bid).

The bid permits CN to purchase, for cancellation, over a 12-month period up to 32 million common shares, representing 5.63 per cent of the 568,002,080 common shares issued and outstanding of the company not held by insiders on Jan. 18, 2024. On that date, 642,832,885 common shares were issued and outstanding.

"CN has continued to deliver good financial results and free cash flow despite challenging market conditions. Our performance and expectations support maintaining our uninterrupted growth in dividends since privatization. We are also announcing a new share repurchase program that is consistent with the announcement we made at our May investor day to gradually increase our leverage over time, subject to economic conditions," said Ghislain Houle, executive vice-president and chief financial officer, CN Rail.

The bid will be conducted between Feb. 1, 2024, and Jan. 31, 2025, through a combination of discretionary transactions and automatic repurchase plans at market prices prevailing at the time of purchase, through the facilities of the Toronto and New York stock exchanges, or alternative trading systems in Canada and in the United States, if eligible, and will conform to their regulations. Purchases may also be conducted using derivative-based programs, accelerated share repurchase transactions or other methods of acquiring shares, subject to any required regulatory and stock exchange approvals and on such terms and at such times as shall be permitted by applicable laws.

The decisions regarding the timing and size of future purchases of common shares under the bid are subject to management's discretion and are based on a variety of factors, including market conditions. The new bid was approved by the Toronto Stock Exchange (TSX) today. TSX rules permit CN to purchase daily, through TSX facilities, a maximum of 263,790 common shares under the bid.

CN believes that the repurchase of its shares represents an appropriate and beneficial use of the Company's funds.

CN's current normal course issuer bid, announced in January, 2023, for the purchase of up to 32 million common shares, expires on Jan. 31, 2024. As at the close of trading on Jan. 18, 2024, CN had repurchased 27,831,537 common shares at a weighted-average price of $156.25 per share, excluding brokerage fees, returning $4,349-million to its shareholders. Purchases were made through the facilities of the Toronto Stock Exchange.

CN's board of directors also approved a first quarter 2024 dividend on the company's common shares outstanding. A quarterly dividend of 84.5 cents per common share will be paid on March 28, 2024, to shareholders of record at the close of business on March 7, 2024.

About Canadian National Railway Company

CN is a world-class transportation leader and trade enabler. Essential to the economy, to the customers and to the communities it serves, CN safely transports more than 300 million tons of natural resources, manufactured products and finished goods throughout North America every year. CN's network connects Canada's Eastern and Western coasts with the U.S. South through an 18,800-mile rail network. CN and its affiliates have been contributing to community prosperity and sustainable trade since 1919. CN is committed to programs supporting social responsibility and environmental stewardship.

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