Filed by Canadian National Railway Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Kansas City Southern
Commission File No.: 001-04717
Date: June 22, 2021
The following communications were made available on www.ConnectedContinent.com, the website maintained by Canadian National Railway Company (“CN”) providing information relating to its proposed combination with Kansas City Southern (“KCS”).
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Regina Jackson Prince George Moncton Joliet Duluth Chippewa FallsNew RichmondArcadia Beaumont Port Arthur HoustonCorpus Christi Monterrey Brownsville MobileGulfportLake Charles New Orleans Prince Rupert Vancouver Saint John Halifax MontrealToronto Detroit Edmonton Calgary Memphis Winnipeg Saskatoon Chicago CN intermodal terminals CN-served portsKCS-served ports Veracruz Altamira Tampico Lázaro Cárdenas Connected ContinentSAFER. FASTER. CLEANER. STRONGER.Accelerating TradeWe have a long history of helping ports to grow, and we will continue to do so. This is evidenced by the support we have received. ConnectedContinent.com Our combination has been supported by:Alabama State Port Authority, Halifax Port Authority, Montreal Port Authority, Port of New Orleans, Prince Rupert Port Authority, Quebec Port Authority, Saint John Port Authority and Vancouver Fraser Port Authority. In addition, we have received support from:Ceres Terminal Holdings, DP World Americas, GCT Global Container Terminals, Hutchison Ports, Montreal Gateway Terminals Partnership, New Orleans Public Belt Railroad, Ports America, PSA Halifax and Termont Montreal. WE SHIPPEDAPPROXIMATELY2.5MCONTAINERS SINCE 2020 WE HAVE GROWN THE INTERMODAL BUSINESS BY ALMOST80%SINCE 2010, SUBSTANTIALLY MORE THAN ANY CLASS I RAILROAD A combined CN–KCS can duplicate our success at Prince Rupert and our other terminals in Canada to benefit other North American ports, particularly those in Mexico. Together, we can provide the true continental connection of shared expertise Current CN Network7 ports connecting three coasts15 ocean container terminals served Combined CN–KCS Network 21 ports connecting four coasts18 ocean container terminals served
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Connected ContinentSAFER. FASTER. CLEANER. STRONGER. Forward-Looking StatementsCertain statements included in this communication constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws, including statements basedon management’s assessment and assumptions and publicly available information with respect to KCS, regarding the proposed transaction between CN and KCS, the expected benefits of the proposed transaction and future opportunities forthe combined company. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions render such assumptions, althoughreasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as “believes,” “expects,” “anticipates,” “assumes,” “outlook,” “plans,” “targets,” or other similar words.Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN, or the combined company, to be materially different from the outlook or any future results, performance or achievements implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this communication include, but are not limited to: the outcome of the proposed transaction between CN and KCS; the parties’ ability to consummate the proposed transaction; the conditions to the completion of the proposed transaction; that the regulatory approvals required for the proposed transaction may not be obtained on the terms expected or on the anticipated schedule or at all; CN’s indebtedness, including thesubstantial indebtedness CN expects to incur and assume in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; CN’s ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the possibility that CN may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate KCS’ operations with those of CN; that such integration may be more difficult, time-consuming or costly than expected; that operating costs, customer loss and business disruption (including, without limitation, difficultiesin maintaining relationships with employees, customers or suppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; the retention of certain key employeesof KCS may be difficult; the duration and effects of the COVID-19 pandemic, general economic and business conditions, particularly in the context of the COVID-19 pandemic; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regulatory developments; compliance with environmental laws and regulations; actions by regulators; the adverse impact of any termination or revocation by the Mexican government of KCS de México, S.A. de C.V.’s Concession; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; trade restrictions or other changes to international trade arrangements; transportation of hazardous materials; various events which could disrupt operations, including illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings or other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the United States. Reference should also be made to Management’s Discussion and Analysis in CN’s annual and interim reports, Annual Information Form and Form 40-F, filed with Canadian and U.S. securities regulators and available on CN’s website, for a description of major risk factors relating to CN. Additional risks that may affect KCS’ results of operations appearin Part I, Item 1A “Risks Related to KCS’s Operations and Business” of KCS’ Annual Report on Form 10-K for the year ended December 31, 2020, and in KCS’ other filings with the U.S. Securities and Exchange Commission (“SEC”).Forward-looking statements reflect information as of the date on which they are made. CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless requiredby applicable securities laws. In the event CN does update any forward-looking statement, no inference should be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement.No Offer or SolicitationThis communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale wouldbe unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.Additional Information and Where to Find ItIn connection with the proposed transaction, CN will file with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed transaction. The registration statement will include a preliminary proxy statement of KCS which, when finalized, will be sent to the stockholders of KCS seeking their approval of the merger-related proposals. This communication is not a substitute forthe proxy statement or registration statement or other document CN and/or KCS may file with the SEC or applicable securities regulators in Canada in connection with the proposed transaction.INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CN, KCS AND THE PROPOSED TRANSACTIONS. Any definitiveproxy statement(s), registration statement or prospectus(es) and other documents filed by CN and KCS (if and when available) will be mailed to stockholders of CN and/or KCS, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC and applicable securities regulators in Canada by CN free of charge through at www.sec.gov and www.sedar.com. Copies of the documents filed by CN (if and when available) will also be made available free of charge by accessing CN’s website at www.CN.ca. Copies of the documents filed by KCS (if and when available) will also be made available free of charge at www.investors.kcsouthern.com, upon written request delivered to KCS at 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate Secretary, or by calling KCS’s Corporate Secretary’s Office by telephone at 1-888-800-3690 or by email at corpsec@kcsouthern.com.ParticipantsThis communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC and applicable securities regulators in Canada. Nonetheless, CN, KCS, and certain of their directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about CN’s executive officers and directors is available in its 2021 Management Information Circular, dated March 9, 2021, as well as its 2020 Annual Report on Form 40-F filed with the SEC on February 1, 2021, in each case available on its website at www.CN.ca/investors/ and at www.sec.gov and www.sedar.com. Information about KCS’ directors and executive officers may be found on its website at www.kcsouthern.com and in its 2020 Annual Report on Form 10-K filed with the SEC on January 29, 2021, available at www.investors. kcsouthern.com and www.sec.gov. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC and applicable securities regulators in Canada if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website at www.sec.gov and from www.sedar.com, as applicable. ConnectedContinent.com
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Matane Baie-Comeau Sept-Îles Con Pi Hearst Sioux CityOmaha SaultSte. Marie Milton Regina Springfield DecaturSt. Louis Moncton Indianapolis Joliet Peoria Duluth Stevens Chippewa Falls Point Green Minneapolis/St. Paul Bay ArcadiaFond du Lac Pascagoula Gulfport Counce Meridian Jackson Kansas City Dallas Port Arthur ShreveportBaton RougeBeaumont Laredo HoustonCorpus Christi MonterreySaltillo LeónGuadalajara Queretaro Brownsville Matamoros Altamira Tampico Mexico CityToluca Puebla Veracruz Lázaro Cárdenas Aguascalientes San Luis Potosi Mobile Thunder Bay Quebec M New Orleans Hay RiverFort NelsonPrince RupertFort McMurrayPrince George Vancouver Halifax T ontreal Saint JohnorontoBuffaloneautttsburgh SarniaDetroit EdmontonKamloops Calgary Memphis Winnipeg Saskatoon ToledoChicago CN KCS KCS Trackage Rights KCSM Haulage Rights KCS Shortlines Connected ContinentSAFER. FASTER. CLEANER. STRONGER. The Chicago Advantage Less congestion, more efficiency, seamless serviceCN’s 2009 acquisition of the Elgin, Joliet and Eastern (EJ&E) allows its trains to bypass congestion through Chicago’s city center corridors. This competitive advantage reduces rail and truck traffic in the City and cuts overall delivery times by 24 to 36 hours. It’s the linchpin for a CN–KCS seamless single-operator service that connects Mexico and the Gulf ports with the US Midwest and Detroit, and Toronto and the eastern ports of Montreal, Halifax and Saint John, and Vancouver and the port of Prince Rupert in the West. To the Gulf Ports and Mexico To Detroit, Torontoand the East Coast Ports of Montreal, Halifaxand Saint John CN’s Bypass Rail Lines Chicago ConnectedContinent.com
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Connected ContinentSAFER. FASTER. CLEANER. STRONGER. Forward-Looking StatementsCertain statements included in this communication constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws, including statements based on management’s assessment and assumptions and publicly available informationwith respect to KCS, regarding the proposed transaction between CN and KCS, the expected benefits of the proposed transaction and future opportunities for the combined company. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as “believes,” “expects,” “anticipates,” “assumes,” “outlook,” “plans,” “targets,” or other similar words.Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN, or the combined company, to be materially different from the outlook or any future results, performance or achievements implied by such statements.Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statementsin this communication include, but are not limited to: the outcome of the proposed transaction between CN and KCS; the parties’ ability to consummate the proposed transaction; the conditions to the completion of the proposed transaction; that the regulatory approvals required for the proposed transaction may not be obtained on the terms expected or on the anticipated schedule or at all; CN’s indebtedness, including the substantial indebtedness CN expects to incur and assume in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; CN’s ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the possibility that CN may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate KCS’ operations with those of CN; that such integration may be more difficult, time-consuming or costly than expected; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers orsuppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; the retention of certain key employees of KCS may be difficult; the duration and effects of the COVID-19 pandemic, general economic and business conditions, particularly in the context of the COVID-19 pandemic; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regulatory developments; compliance with environmental laws and regulations; actions by regulators; the adverse impact of any termination or revocation by the Mexican government of KCS de México, S.A. de C.V.’s Concession; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; trade restrictions or other changes to international trade arrangements; transportation of hazardous materials; various events which could disrupt operations, including illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings or other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the United States. Reference should also be made to Management’s Discussion and Analysis in CN’s annual and interim reports, Annual Information Form and Form 40-F, filed with Canadian and U.S. securities regulators and available on CN’s website, for a description of major risk factors relating to CN. Additional risks that may affect KCS’ results of operations appear in Part I, Item 1A “Risks Related to KCS’s Operations and Business”of KCS’ Annual Report on Form 10-K for the year ended December 31, 2020, and in KCS’ other filings with the U.S. Securities and Exchange Commission (“SEC”).Forward-looking statements reflect information as of the date on which they are made. CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event CN does update any forward-looking statement, no inference should be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement.No Offer or SolicitationThis communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.Additional Information and Where to Find ItIn connection with the proposed transaction, CN will file with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed transaction. The registration statement will include a preliminary proxy statement of KCS which, when finalized, will be sent to the stockholdersof KCS seeking their approval of the merger-related proposals. This communication is not a substitute for the proxy statement or registration statement orother document CN and/or KCS may file with the SEC or applicable securities regulators in Canada in connection with the proposed transaction.INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CN, KCS AND THE PROPOSED TRANSACTIONS. Any definitiveproxy statement(s), registration statement or prospectus(es) and other documents filed by CN and KCS (if and when available) will be mailed to stockholders of CN and/or KCS, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC and applicable securities regulators in Canada by CN free of charge through at www.sec.gov and www.sedar.com. Copies of the documents filed by CN (if and when available) will also be made available free of charge by accessing CN’s website at www.CN.ca. Copies of the documents filed by KCS (if and when available) will also be made available free of charge at www.investors.kcsouthern.com, upon written request delivered to KCS at 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate Secretary, or by calling KCS’s Corporate Secretary’s Office by telephone at 1-888-800-3690 or by email at corpsec@kcsouthern.com.ParticipantsThis communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC and applicable securities regulators in Canada. Nonetheless, CN, KCS, and certain of their directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about CN’s executive officers and directors is available in its 2021 Management Information Circular, dated March 9, 2021, as well as its 2020 Annual Report on Form 40-F filed with the SEC on February 1, 2021, in each case available on its website at www.CN.ca/investors/ and at www.sec.gov and www.sedar.com. Information about KCS’ directors and executive officersmay be found on its website at www.kcsouthern.com and in its 2020 Annual Report on Form 10-K filed with the SEC on January 29, 2021, available at www.investors. kcsouthern.com and www.sec.gov. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC and applicable securities regulators in Canada if and when they become available.These documents (if and when available) may be obtained free of charge from the SEC’s website at www.sec.gov and from www.sedar.com, as applicable. ConnectedContinent.com
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Connected ContinentSAFER. FASTER. CLEANER. STRONGER. CN–KCS Creates New Routes, Increases Customer Choice & Enhances Competition The CN and Kansas City Southern combination creates a robust network that maximizes routing choices and price competition for customers by introducing new access points and interchange options. The combination willintroduce a new express route that connects the U.S., Mexico and Canada with a seamless single-operator service. We will also preserve access to all existing gateways to enhance route choice.Our commitment to providing bottleneck protections and keeping current gateways open empowers customers to pick and choose the best route for their needs, ensures robust price competition, and establishes a new standard for sustainable freight transportation that is safer, faster and cleaner. Customers and Communities› More options and greater choice allow customers to pivot to new opportunities, develop new markets and optimize their freight ROI› Multiple new North–South routing options will introduceunmatched network resilience in all seasonal and adverseweather conditions, from Texas to the Midwest to Canada› We also recognize that maximized choice means increasingmultimodal competition, which we fulfill by introducing newaccess points for customers to seaports and river terminals› We are also committed to making significant infrastructureinvestments in key communities across the new network,including IL, MO, MI, LA and TX, meaning more economic opportunity and more jobs New Service Examples Illinois farmers will be able to seamlessly access the multimodal options of St. Louis or head south to tap into the entire Mexican grain market with a single-line, single operator service CN–KCS Combination Provides Each Carrier’s Customers with More Network Access new access class i gateways ports barge terminals KCS 22 5 10 CN 11 11 6 $250 millionPlanned Infrastructure Investment East St. Louis, MO(Major Grain Barge Market) Kansas City, MO Gilman, IL Jackson, MS Springfield, IL Shreveport, LA Mobile, AL New Orleans, LA Laredo, TX Mexican Market Mississippi River ConnectedContinent.com New West Coast Port Option for Kansas City CustomersKCS customers relying onoverseas goods will be able to route shipments via Prince Rupert Prince Rupert, BC St. Louis, MO Kansas City, MONew Express Lane Opens Markets for Farmers
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Connected ContinentSAFER. FASTER. CLEANER. STRONGER. More Routes. More Markets. More Options. ConnectedContinent.com There are multiple routes for shippers to move goods North–South CN–KCSenhances competition by improving two of the nine main routes served by Class I carriers Barge and highway trucking routes remain options Dallas/ Fort Worth, TX Dallas/ Fort Worth, TX Des Moines, IA Davenport, IA Nashville, TN Birmingham, AL Louisville, KY Cincinnati, OH Fort Wayne, IN Louisville, KY Springfield, IL Evansville, IN Savanna, IL Shreveport, LA Shreveport, LA Shreveport, LA KCS Jackson, MS Dallas/ Fort Worth, TX Oklahoma City, OK Kansas City, MO Jackson, MS Memphis, TN St. Louis, MO/IL Chicago, IL Minneapolis, MN Memphis, TS Gilman, IL Detroit, MI Springfield, IL Findlay, IL Galesburg, IL Chicago, IL Kansas City, MO St. Louis, MO/IL Minneapolis, MN Houston, TX BNSF UP CP-KCS CSX NS Houston, TX Texarkana, TX Houston, TX New Orleans, LA New Orleans, LA Gulfport, MS Mobile, AL New Orleans, LA Houston, TX Mississippi RiverNew Orleans, LA New Orleans, LA Cairo, IL Baton Rouge, LA Memphis, TN MississippiRiver I-55 I-35 Laredo, TX New Orleans, LA Mobile, AL Western Canada Eastern Canada
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Connected ContinentSAFER. FASTER. CLEANER. STRONGER. Detroit, MI Montreal, QC ESTIMATED TIME FROM LAREDO EXPORTS TO MEXICO EXPORTS FROM MEXICO Terminal SarniaCN Live Lift TunnelInspection Toronto, ON Chicago, IL (via EJ&E) 73 hrs 92 hrs 85 hrs 100 hrs Meridian Speedway Produce, Dry Goods, Auto Parts, Appliances Semi-finished Metals,Paper Products Food Products, Machinery Chicken, Pork Auto Parts Connecting the Industrial Corridor ConnectedContinent.com A faster and moredirect route, resulting in improved efficiency, enhanced competition and greater options for customers KCS Laredo, TX Shreveport, LA Jackson, MS HC HC
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Connected ContinentSAFER. FASTER. CLEANER. STRONGER. Forward-Looking StatementsCertain statements included in this communication constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws, including statements based on management’s assessment and assumptions and publicly available informationwith respect to KCS, regarding the proposed transaction between CN and KCS, the expected benefits of the proposed transaction and future opportunities for the combined company. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as “believes,” “expects,” “anticipates,” “assumes,” “outlook,” “plans,” “targets,” or other similar words.Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN, or the combined company, to be materially different from the outlook or any future results, performance or achievements implied by such statements.Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this communication include, but are not limited to: the outcome of the proposed transaction between CN and KCS; the parties’ ability to consummate the proposedtransaction; the conditions to the completion of the proposed transaction; that the regulatory approvals required for the proposed transaction may not be obtained on the terms expected or on the anticipated schedule or at all; CN’s indebtedness, including the substantial indebtedness CN expects to incur and assume in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; CN’s ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the possibility that CN may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate KCS’ operations with those of CN; that such integration may be more difficult, time-consuming or costly than expected; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers orsuppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; the retention of certain key employees of KCS may be difficult; the duration and effects of the COVID-19 pandemic, general economic and business conditions, particularly in the context of the COVID-19 pandemic; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regulatory developments; compliance with environmental laws and regulations; actions by regulators; the adverse impact of any termination or revocation by the Mexican government of KCS de México, S.A. de C.V.’s Concession; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; trade restrictions or other changes to international trade arrangements; transportation of hazardous materials; various events which could disrupt operations, including illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings or other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the United States. Reference should also be made to Management’s Discussion and Analysis in CN’s annual and interim reports, Annual Information Form and Form 40-F, filed with Canadian and U.S. securities regulators and available on CN’s website, for a description of major risk factors relating to CN. Additional risks that may affect KCS’ results of operations appear in Part I, Item 1A “Risks Related to KCS’s Operations and Business”of KCS’ Annual Report on Form 10-K for the year ended December 31, 2020, and in KCS’ other filings with the U.S. Securities and Exchange Commission (“SEC”).Forward-looking statements reflect information as of the date on which they are made. CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event CN does update any forward-looking statement, no inference should be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement.No Offer or SolicitationThis communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.Additional Information and Where to Find ItIn connection with the proposed transaction, CN will file with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed transaction. The registration statement will include a preliminary proxy statement of KCS which, when finalized, will be sent to the stockholdersof KCS seeking their approval of the merger-related proposals. This communication is not a substitute for the proxy statement or registration statement orother document CN and/or KCS may file with the SEC or applicable securities regulators in Canada in connection with the proposed transaction.INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CN, KCS AND THE PROPOSED TRANSACTIONS. Any definitiveproxy statement(s), registration statement or prospectus(es) and other documents filed by CN and KCS (if and when available) will be mailed to stockholders of CN and/or KCS, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC and applicable securities regulators in Canada by CN free of charge through at www.sec.gov and www.sedar.com. Copies of the documents filed by CN (if and when available) will also be made available free of charge by accessing CN’s website at www.CN.ca. Copies of the documents filed by KCS (if and when available) will also be made available free of charge at www.investors.kcsouthern.com, upon written request delivered to KCS at 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate Secretary, or by calling KCS’s Corporate Secretary’s Office by telephone at 1-888-800-3690 or by email at corpsec@kcsouthern.com.ParticipantsThis communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC and applicable securities regulators in Canada. Nonetheless, CN, KCS, and certain of their directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about CN’s executive officers and directors is available in its 2021 Management Information Circular, dated March 9, 2021, as well as its 2020 Annual Report on Form 40-F filed with the SEC on February 1, 2021, in each case available on its website at www.CN.ca/investors/ and at www.sec.gov and www.sedar.com. Information about KCS’ directors and executive officersmay be found on its website at www.kcsouthern.com and in its 2020 Annual Report on Form 10-K filed with the SEC on January 29, 2021, available at www.investors. kcsouthern.com and www.sec.gov. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC and applicable securities regulators in Canada if and when they become available.These documents (if and when available) may be obtained free of charge from the SEC’s website at www.sec.gov and from www.sedar.com, as applicable. ConnectedContinent.com
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Connected ContinentSAFER. FASTER. CLEANER. STRONGER. 1. Increased SpeedToday, customers across the continent have to use a combination of railroads just to ship their goods from point A to point B.Every time they “interchange” to a different railroad, it costs time. Our combination will eliminate interchanges between rail carriers on many routes, such as Michigan to Laredo, saving an estimated 24 to 48 hours for every interchange that is avoided. This is similar to eliminating connecting layovers in favor of direct flights. Reduced transit time means increased reliability, shorter equipment cycle times and, ultimately, fewer railcars needed to move the same amount of product. ConnectedContinent.com 2. Robust ChoiceWe have made a wide variety of commitments to preserve shippers’ choice. These include divesting the relatively small amount of track where CN and KCS overlap, and offering to keep all gateways open on commercially reasonable terms. In practice, the combinationof these steps means that all of the routing options that are available today will continue to be available after the merger. 3. Cost ReductionBecause we are increasing both speed and choice, many of our joint customers will experience meaningful supply-chain cost reductions. The increase in speed translates directly intoefficiency cost savings, and the increase in choice creates more negotiation power to bid out freight business. New direct services also create the opportunity to consolidate shipments into high demand markets and give customers the ability to take advantage of scale price discounts for big blocks and unit trains. How the CN–KCS Combination Creates Competitive Advantage for Customers There are four compelling reasons why more than 1,400 customers and business partners have written letters supporting our combination› Speed: Our new single-line services will be faster than any rail service now in existence› Choice: Our combination will provide customers with more routing options› Cost: Shipping costs for many customers will go down as a result of our combination› Reach: Many customers will have new direct access to growing markets Fact:Widespread Benefit – In our STB filings, we have detailed how our single-line service would benefit six major market segments: › Grain › Intermodal › Importers, exporters, and ocean carriers who rely on ports› Automobiles and automotive parts › Lumber › Plastics and petroleum Fact:No Existing Choices Eliminated – Despite misleading claims to the contrary, examination reveals current customer choice will remain robust in Louisiana and Mississippi—and in cities such as Omaha, Council Bluffs, St. Louis, Kansas City and Springfield. Fact:Increased Resiliency – New routing options create resiliency and market liquidity while also offering customers the flexibility to pivot supply chainsto service short-term high demand markets that result from supply chain disruptions such as floods, winter weather, hurricanes and pipeline outages. In this way, optionality helps keep prices in check.
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Hay RiverFort Nelson Fort McMurray Matane Baie-Comeau Sept-Îles Conneaut Pittsburgh Hearst Omaha Sioux City SaultSte. Marie Milton Regina Springfield DecaturSt. Louis Prince George Moncton Indianapolis Joliet Peoria Duluth Stevens Chippewa Falls Point Green Minneapolis/St. Paul Bay ArcadiaFond du Lac Pascagoula Gulfport Meridian Jackson Kansas City Dallas Port Arthur ShreveportBaton RougeBeaumont León Laredo HoustonCorpus Christi MonterreySaltillo Guadalajara Queretaro Brownsville Matamoros Altamira Tampico Mexico CityToluca Puebla Veracruz Lázaro Cárdenas Aguascalientes San Luis Potosi Mobile Thunder Bay QuebecMontreal New Orleans Prince Rupert Vancouver Saint John Halifax TorontoBuffalo SarniaDetroit EdmontonKamloops Calgary Memphis Winnipeg Saskatoon ToledoChicago CN KCSKCS Trackage Rights KCSM Haulage Rights KCS Shortlines Canada128 million consumers in Mexico as well as markets in Texas and Kansas City West of Mississippi(Texas)Canada, Memphis, Chicago and Detroit markets and Kansas City Mexico38 million consumers in Canada as well as markets in Louisiana, Memphis, Chicago and Detroit, bypassing Chicago East of Mississippi Counce (Louisiana)Mexico, Texas and Kansas City markets Connected ContinentSAFER. FASTER. CLEANER. STRONGER. 4. Market ReachCustomers in four major regions will have new direct access to millions of consumers in key markets. ConnectedContinent.com Faster, more choice, increased reach, and more resiliency
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Connected ContinentSAFER. FASTER. CLEANER. STRONGER. Forward-Looking StatementsCertain statements included in this communication constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation ReformAct of 1995 and under Canadian securities laws, including statements based on management’s assessment and assumptions and publicly available information with respect to KCS, regarding the proposed transaction between CN and KCS, the expected benefits of the proposed transaction and future opportunities for the combined company. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as “believes,” “expects,” “anticipates,” “assumes,” “outlook,” “plans,” “targets,” or other similar words.Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN, or the combined company, to be materially different from the outlook or any future results, performance or achievements implied by such statements.Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statementsin this communication include, but are not limited to: the outcome of the proposed transaction between CN and KCS; the parties’ ability to consummate the proposed transaction; the conditions to the completion of the proposed transaction; that the regulatory approvals required for the proposed transaction may not be obtained on the terms expected or on the anticipated schedule or at all; CN’s indebtedness, including the substantial indebtedness CN expects to incur and assume in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; CN’s ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the possibility that CN may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate KCS’ operations with those of CN; that such integration may be more difficult, time-consuming or costly than expected; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers orsuppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; the retention of certain key employees of KCS may be difficult; the duration and effects of the COVID-19 pandemic, general economic and business conditions, particularly in the context of the COVID-19 pandemic; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regulatory developments; compliance with environmental laws and regulations; actions by regulators; the adverse impact of any termination or revocation by the Mexican government of KCS de México, S.A. de C.V.’s Concession; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; trade restrictions or other changes to international trade arrangements; transportation of hazardous materials; various events which could disrupt operations, including illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings or other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the United States. Reference should also be made to Management’s Discussion and Analysis in CN’s annual and interim reports, Annual Information Form and Form 40-F, filed with Canadian and U.S. securities regulators and available on CN’s website, for a description of major risk factors relating to CN. Additional risks that may affect KCS’ results of operations appear in Part I, Item 1A “Risks Related to KCS’s Operations and Business”of KCS’ Annual Report on Form 10-K for the year ended December 31, 2020, and in KCS’ other filings with the U.S. Securities and Exchange Commission (“SEC”).Forward-looking statements reflect information as of the date on which they are made. CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event CN does update any forward-looking statement, no inference should be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement.No Offer or SolicitationThis communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.Additional Information and Where to Find ItIn connection with the proposed transaction, CN will file with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed transaction. The registration statement will include a preliminary proxy statement of KCS which, when finalized, will be sent to the stockholdersof KCS seeking their approval of the merger-related proposals. This communication is not a substitute for the proxy statement or registration statement orother document CN and/or KCS may file with the SEC or applicable securities regulators in Canada in connection with the proposed transaction.INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CN, KCS AND THE PROPOSED TRANSACTIONS. Any definitiveproxy statement(s), registration statement or prospectus(es) and other documents filed by CN and KCS (if and when available) will be mailed to stockholders of CN and/or KCS, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC and applicable securities regulators in Canada by CN free of charge through at www.sec.gov and www.sedar.com. Copies of the documents filed by CN (if and when available) will also be made available free of charge by accessing CN’s website at www.CN.ca. Copies of the documents filed by KCS (if and when available) will also be made available free of charge at www.investors.kcsouthern.com, upon written request delivered to KCS at 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate Secretary, or by calling KCS’s Corporate Secretary’s Office by telephone at 1-888-800-3690 or by email at corpsec@kcsouthern.com.ParticipantsThis communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC and applicable securities regulators in Canada. Nonetheless, CN, KCS, and certain of their directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about CN’s executive officers and directors is available in its 2021 Management Information Circular, dated March 9, 2021, as well as its 2020 Annual Report on Form 40-F filed with the SEC on February 1, 2021, in each case available on its website at www.CN.ca/investors/ and at www.sec.gov and www.sedar.com. Information about KCS’ directors and executive officersmay be found on its website at www.kcsouthern.com and in its 2020 Annual Report on Form 10-K filed with the SEC on January 29, 2021, available at www.investors. kcsouthern.com and www.sec.gov. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC and applicable securities regulators in Canada if and when they become available.These documents (if and when available) may be obtained free of charge from the SEC’s website at www.sec.gov and from www.sedar.com, as applicable. ConnectedContinent.com
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Connected ContinentSAFER. FASTER. CLEANER. STRONGER. How the CN–KCS Combination Will Enhance Competition ONTARIO IOWA KANSAS MINNESOTA PENN NEBRASKA MISSOURI MISSISSIPPI NORTH DAKOTA SOUTH DAKOTA OKLAHOMA NORTH CAROL SOUTH CAROLINA KENTUCKY WISCONSIN MICHIGAN ALABAMA FLORIDA ARKANSAS INDIANA OHIO WESTVIRGINIA VIR MICHIGAN COAHUILA TAMAULIPAS NUEVO LEÓN Lake Superior Lake Huron Lake Erie Georgian Bay 55 55 55 35 35 35 St. Paul TENNESSEE Memphis JacksonLOUISIANA Houston Chicago St. Louis Lake MichiganMilwaukee Minneapolis Kansas City Baton Rouge TEXASAustin Laredo Nashville Lexington Fort Wayne Toronto ILLINOIS Springfield Des Moines Oklahoma City Little Rock GEORGIA Montgomery 401 94 DallasShreveport New Orleans Mobile Pascagoula CN Railway BNSF Railway Kansas City Southern Union Pacific Norfolk Southern Canadian PacificInterstate or HighwayMississippi, Ohio and Illinois Rivers CN BNSF CSX GCSuXlTfraonsfportation KCS KCSM MKaensxaiscCoity Southern de México UP NS CP faster direct routesThere are a wide variety of transportation options in the center of the U.S. including rails, highways and barges on the Mississippi River system. We will create faster, more direct routes that will enhance multimodal competition and maximize choice. ConnectedContinent.com new opportunitiesThe combined CN-KCS lines will offer new opportunities for customers. For example, grain shippers in Illinois will have new access to multi-modal service to East St. Louis and new direct single- line service to the Mexican market and to ports in Mobile and New Orleans. robust choiceOur commitment to preserving existing gateways on commercially reasonable terms ensures that shippers will enjoy the same routing options that they do today. In addition, CN has committed to a divestiture of a 70-mile sectionof track between Baton Rouge and New Orleans that ensures no shipper will see a reduction in the numberof railroads serving their plant. continued investment$250 million in infrastructure investments across CN and KCS lines and creation of new access points and interchange options will result in more efficiency, more capacity and more opportunities for employees and communities.
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Connected ContinentSAFER. FASTER. CLEANER. STRONGER. Forward-Looking StatementsCertain statements included in this communication constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws, including statements based on management’s assessment and assumptions and publicly available informationwith respect to KCS, regarding the proposed transaction between CN and KCS, the expected benefits of the proposed transaction and future opportunities for the combined company. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as “believes,” “expects,” “anticipates,” “assumes,” “outlook,” “plans,” “targets,” or other similar words.Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN, or the combined company, to be materially different from the outlook or any future results, performance or achievements implied by such statements.Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this communication include, but are not limited to: the outcome of the proposed transaction between CN and KCS; the parties’ ability to consummate the proposedtransaction; the conditions to the completion of the proposed transaction; that the regulatory approvals required for the proposed transaction may not be obtained on the terms expected or on the anticipated schedule or at all; CN’s indebtedness, including the substantial indebtedness CN expects to incur and assume in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; CN’s ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the possibility that CN may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate KCS’ operations with those of CN; that such integration may be more difficult, time-consuming or costly than expected; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers orsuppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; the retention of certain key employees of KCS may be difficult; the duration and effects of the COVID-19 pandemic, general economic and business conditions, particularly in the context of the COVID-19 pandemic; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regulatory developments; compliance with environmental laws and regulations; actions by regulators; the adverse impact of any termination or revocation by the Mexican government of KCS de México, S.A. de C.V.’s Concession; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; trade restrictions or other changes to international trade arrangements; transportation of hazardous materials; various events which could disrupt operations, including illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings or other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the United States. Reference should also be made to Management’s Discussion and Analysis in CN’s annual and interim reports, Annual Information Form and Form 40-F, filed with Canadian and U.S. securities regulators and available on CN’s website, for a description of major risk factors relating to CN. Additional risks that may affect KCS’ results of operations appear in Part I, Item 1A “Risks Related to KCS’s Operations and Business”of KCS’ Annual Report on Form 10-K for the year ended December 31, 2020, and in KCS’ other filings with the U.S. Securities and Exchange Commission (“SEC”).Forward-looking statements reflect information as of the date on which they are made. CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event CN does update any forward-looking statement, no inference should be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement.No Offer or SolicitationThis communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.Additional Information and Where to Find ItIn connection with the proposed transaction, CN will file with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed transaction. The registration statement will include a preliminary proxy statement of KCS which, when finalized, will be sent to the stockholdersof KCS seeking their approval of the merger-related proposals. This communication is not a substitute for the proxy statement or registration statement orother document CN and/or KCS may file with the SEC or applicable securities regulators in Canada in connection with the proposed transaction.INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CN, KCS AND THE PROPOSED TRANSACTIONS. Any definitiveproxy statement(s), registration statement or prospectus(es) and other documents filed by CN and KCS (if and when available) will be mailed to stockholders of CN and/or KCS, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC and applicable securities regulators in Canada by CN free of charge through at www.sec.gov and www.sedar.com. Copies of the documents filed by CN (if and when available) will also be made available free of charge by accessing CN’s website at www.CN.ca. Copies of the documents filed by KCS (if and when available) will also be made available free of charge at www.investors.kcsouthern.com, upon written request delivered to KCS at 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate Secretary, or by calling KCS’s Corporate Secretary’s Office by telephone at 1-888-800-3690 or by email at corpsec@kcsouthern.com.ParticipantsThis communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC and applicable securities regulators in Canada. Nonetheless, CN, KCS, and certain of their directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about CN’s executive officers and directors is available in its 2021 Management Information Circular, dated March 9, 2021, as well as its 2020 Annual Report on Form 40-F filed with the SEC on February 1, 2021, in each case available on its website at www.CN.ca/investors/ and at www.sec.gov and www.sedar.com. Information about KCS’ directors and executive officersmay be found on its website at www.kcsouthern.com and in its 2020 Annual Report on Form 10-K filed with the SEC on January 29, 2021, available at www.investors. kcsouthern.com and www.sec.gov. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC and applicable securities regulators in Canada if and when they become available.These documents (if and when available) may be obtained free of charge from the SEC’s website at www.sec.gov and from www.sedar.com, as applicable. ConnectedContinent.com
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Connected ContinentSAFER. FASTER. CLEANER. STRONGER. Benefits of the CN–KCS Combination ConnectedContinent.com yields demonstrable benefits for the environment› Converts significant volume of long-haul trucking trafficonto rails with better fuel efficiency at a lower cost› Creates an opportunity to realize a 75% reduction in greenhouse gases› Reduces traffic congestion and strain on public infrastructure with conversion to rail› Each new train will remove 300 long- haul trucks off the roadcreates opportunities for local communities› CN and KCS have operated in theU.S. for more than 100 years› Corporate headquarters: Montreal› U.S. headquarters: Kansas City, Missouri› Mexico headquarters: Mexico City› CN will make significant infrastructure investments in Illinois, Missouri, Michigan, Louisiana and Texas, offering more economic opportunities and more jobsincreases market reach› New direct access for four major regions tomillions of consumers in key markets creates the premier railway for the 21st century› Connects the North American industrialand agricultural corridors› Offers new options for shippers and new revenue for the combined company› Substantially helps realize the benefits of the USCMAcreates a trulyend-to-end network› Creates a safer, faster, cleaner and stronger railway› Creates better service options and choice to support and grow the consumption-based economy› Combination is supported by more than 1,400 customers and business partners to dateenhances competition› Creates an express route connectingthe U.S., Mexico and Canada› Preserves access to all existing gateways, enhancing route choices and ensuring robust price competitionaccelerates innovation› CN and KCS share a culture of safety,service and environmental stewardship› Brings CN’s industry-leading safety technology and fuel efficiency to the KCS network
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Matane Baie-Comeau Sept-Îles Conneaut Pittsburgh Hearst Omaha Sioux City SaultSte. Marie Milton Regina Springfield DecaturSt. Louis Moncton Indianapolis Joliet Peoria Duluth Stevens Chippewa Falls Point Green Minneapolis/St. Paul Bay ArcadiaFond du Lac Pascagoula Gulfport Counce Meridian Jackson Kansas City Dallas Port Arthur ShreveportBaton RougeBeaumont León Laredo HoustonCorpus Christi MonterreySaltillo Guadalajara Queretaro Brownsville Matamoros Altamira Tampico Mexico CityToluca Puebla Veracruz Lázaro Cárdenas Aguascalientes San Luis Potosi Mobile Thunder Bay QuebecMontreal New Orleans Hay RiverFort NelsonPrince RupertFort McMurrayPrince George Vancouver Saint John Halifax TorontoBuffalo SarniaDetroit EdmontonKamloops Calgary Memphis Winnipeg Saskatoon ToledoChicago CN KCSKCS Trackage Rights KCSM Haulage Rights KCS Shortlines Connected ContinentSAFER. FASTER. CLEANER. STRONGER. Faster, more choice, increased reach, and more resiliency ConnectedContinent.com
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Connected ContinentSAFER. FASTER. CLEANER. STRONGER. Forward-Looking StatementsCertain statements included in this communication constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws, including statements based on management’s assessment and assumptions and publicly available informationwith respect to KCS, regarding the proposed transaction between CN and KCS, the expected benefits of the proposed transaction and future opportunities for the combined company. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as “believes,” “expects,” “anticipates,” “assumes,” “outlook,” “plans,” “targets,” or other similar words.Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN, or the combined company, to be materially different from the outlook or any future results, performance or achievements implied by such statements.Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this communication include, but are not limited to: the outcome of the proposed transaction between CN and KCS; the parties’ ability to consummate the proposedtransaction; the conditions to the completion of the proposed transaction; that the regulatory approvals required for the proposed transaction may not be obtained on the terms expected or on the anticipated schedule or at all; CN’s indebtedness, including the substantial indebtedness CN expects to incur and assume in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; CN’s ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the possibility that CN may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate KCS’ operations with those of CN; that such integration may be more difficult, time-consuming or costly than expected; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers orsuppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; the retention of certain key employees of KCS may be difficult; the duration and effects of the COVID-19 pandemic, general economic and business conditions, particularly in the context of the COVID-19 pandemic; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regulatory developments; compliance with environmental laws and regulations; actions by regulators; the adverse impact of any termination or revocation by the Mexican government of KCS de México, S.A. de C.V.’s Concession; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; trade restrictions or other changes to international trade arrangements; transportation of hazardous materials; various events which could disrupt operations, including illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings or other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the United States. Reference should also be made to Management’s Discussion and Analysis in CN’s annual and interim reports, Annual Information Form and Form 40-F, filed with Canadian and U.S. securities regulators and available on CN’s website, for a description of major risk factors relating to CN. Additional risks that may affect KCS’ results of operations appear in Part I, Item 1A “Risks Related to KCS’s Operations and Business”of KCS’ Annual Report on Form 10-K for the year ended December 31, 2020, and in KCS’ other filings with the U.S. Securities and Exchange Commission (“SEC”).Forward-looking statements reflect information as of the date on which they are made. CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event CN does update any forward-looking statement, no inference should be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement.No Offer or SolicitationThis communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.Additional Information and Where to Find ItIn connection with the proposed transaction, CN will file with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed transaction. The registration statement will include a preliminary proxy statement of KCS which, when finalized, will be sent to the stockholdersof KCS seeking their approval of the merger-related proposals. This communication is not a substitute for the proxy statement or registration statement or other document CN and/or KCS may file with the SEC or applicable securities regulators in Canada in connection with the proposed transaction.INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CN, KCS AND THE PROPOSED TRANSACTIONS. Any definitiveproxy statement(s), registration statement or prospectus(es) and other documents filed by CN and KCS (if and when available) will be mailed to stockholders of CN and/or KCS, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC and applicable securities regulators in Canada by CN free of charge through at www.sec.gov and www.sedar.com. Copies of the documents filed by CN (if and when available) will also be made available free of charge by accessing CN’s website at www.CN.ca. Copies of the documents filed by KCS (if and when available) will also be made available free of charge at www.investors.kcsouthern.com, upon written request delivered to KCS at 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate Secretary, or by calling KCS’s Corporate Secretary’s Office by telephone at 1-888-800-3690 or by email at corpsec@kcsouthern.com.ParticipantsThis communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC and applicable securities regulators in Canada. Nonetheless, CN, KCS, and certain of their directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about CN’s executive officers and directors is available in its 2021 Management Information Circular, dated March 9, 2021, as well as its 2020 Annual Report on Form 40-F filed with the SEC on February 1, 2021, in each case available on its website at www.CN.ca/investors/ and at www.sec.gov and www.sedar.com. Information about KCS’ directors and executive officersmay be found on its website at www.kcsouthern.com and in its 2020 Annual Report on Form 10-K filed with the SEC on January 29, 2021, available at www.investors. kcsouthern.com and www.sec.gov. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC and applicable securities regulators in Canada if and when they become available.These documents (if and when available) may be obtained free of charge from the SEC’s website at www.sec.gov and from www.sedar.com, as applicable. ConnectedContinent.com
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Connected ContinentSAFER. FASTER. CLEANER. STRONGER. How We Drove Success at Prince Rupert A path forward for ports in Mexico and elsewhereSince the port opened to intermodal traffic in 2007, we have generated dramatic growth with a unique successful formula:1. Management Best Practices› We operate as one team with the Port Authority, terminal operator, transloaders, and unions to grow the business together and overcome challenges, capitalize on opportunities and focus on sustainable growth› Joint commercial and operating agreements ensure performance accountability, minimizing dwell time andmaximizing containers moved per hour 2. Steady and Strategic Investments› CN matches infrastructure expansion across its network to that of its partners at the ports so all parties can grow efficiently and proactively reinvest in future growth. CN’s capital investment of $1B has beenmade on increasing Western rail network capacity to support PrinceRupert’s growth over the past five years› PRPA, DP World, CN, and our other ecosystem supply chain enablers work together to coordinate investments in trade enablinginfrastructure in the Port of Prince Rupert and along our networkto increase the capacity of the gateway, improve the fluidity of supply chains and diversify our business together. This enables our customers to win in their markets› Prince Rupert has been North America’s fastest growing intermodalgateway for the past 10 years. Total twenty-foot-equivalent units(TEU), a measure of cargo volume based on the size of a standard twenty-foot intermodal container, grew from 18,279 units in 2007 to 1,141,908 units in 2020 (see graph at right) 3. Joint Marketing and Operating Initiatives Leveraging Our Rich Network› PRPA, DP World, and CN have been doing joint marketing and operating initiatives for years in North America, Europe and Asia to promote our services and grow our business together. We will engage with all stakeholders to deliver growth and efficiency at other ports.We enjoy tremendous continued opportunity: we’ve only just begun Total TEUs & TEU Capacity for Port of Prince Rupert (in thousands) 2,0001,8001,6001,4001,2001,0008006004002000 20072008200920102011201220132014201520162017201820192020202120222023 Total TEUs Moving Through Port TEU Capacity Trend ConnectedContinent.com
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Connected ContinentSAFER. FASTER. CLEANER. STRONGER. Forward-Looking StatementsCertain statements included in this communication constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws, including statements based on management’s assessment and assumptions and publicly available informationwith respect to KCS, regarding the proposed transaction between CN and KCS, the expected benefits of the proposed transaction and future opportunities for the combined company. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as “believes,” “expects,” “anticipates,” “assumes,” “outlook,” “plans,” “targets,” or other similar words.Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN, or the combined company, to be materially different from the outlook or any future results, performance or achievements implied by such statements.Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this communication include, but are not limited to: the outcome of the proposed transaction between CN and KCS; the parties’ ability to consummate the proposedtransaction; the conditions to the completion of the proposed transaction; that the regulatory approvals required for the proposed transaction may not be obtained on the terms expected or on the anticipated schedule or at all; CN’s indebtedness, including the substantial indebtedness CN expects to incur and assume in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; CN’s ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the possibility that CN may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate KCS’ operations with those of CN; that such integration may be more difficult, time-consuming or costly than expected; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers orsuppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; the retention of certain key employees of KCS may be difficult; the duration and effects of the COVID-19 pandemic, general economic and business conditions, particularly in the context of the COVID-19 pandemic; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regulatory developments; compliance with environmental laws and regulations; actions by regulators; the adverse impact of any termination or revocation by the Mexican government of KCS de México, S.A. de C.V.’s Concession; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; trade restrictions or other changes to international trade arrangements; transportation of hazardous materials; various events which could disrupt operations, including illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings or other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the United States. Reference should also be made to Management’s Discussion and Analysis in CN’s annual and interim reports, Annual Information Form and Form 40-F, filed with Canadian and U.S. securities regulators and available on CN’s website, for a description of major risk factors relating to CN. Additional risks that may affect KCS’ results of operations appear in Part I, Item 1A “Risks Related to KCS’s Operations and Business”of KCS’ Annual Report on Form 10-K for the year ended December 31, 2020, and in KCS’ other filings with the U.S. Securities and Exchange Commission (“SEC”).Forward-looking statements reflect information as of the date on which they are made. CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event CN does update any forward-looking statement, no inference should be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement.No Offer or SolicitationThis communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.Additional Information and Where to Find ItIn connection with the proposed transaction, CN will file with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed transaction. The registration statement will include a preliminary proxy statement of KCS which, when finalized, will be sent to the stockholdersof KCS seeking their approval of the merger-related proposals. This communication is not a substitute for the proxy statement or registration statement orother document CN and/or KCS may file with the SEC or applicable securities regulators in Canada in connection with the proposed transaction.INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CN, KCS AND THE PROPOSED TRANSACTIONS. Any definitiveproxy statement(s), registration statement or prospectus(es) and other documents filed by CN and KCS (if and when available) will be mailed to stockholders of CN and/or KCS, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC and applicable securities regulators in Canada by CN free of charge through at www.sec.gov and www.sedar.com. Copies of the documents filed by CN (if and when available) will also be made available free of charge by accessing CN’s website at www.CN.ca. Copies of the documents filed by KCS (if and when available) will also be made available free of charge at www.investors.kcsouthern.com, upon written request delivered to KCS at 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate Secretary, or by calling KCS’s Corporate Secretary’s Office by telephone at 1-888-800-3690 or by email at corpsec@kcsouthern.com.ParticipantsThis communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC and applicable securities regulators in Canada. Nonetheless, CN, KCS, and certain of their directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about CN’s executive officers and directors is available in its 2021 Management Information Circular, dated March 9, 2021, as well as its 2020 Annual Report on Form 40-F filed with the SEC on February 1, 2021, in each case available on its website at www.CN.ca/investors/ and at www.sec.gov and www.sedar.com. Information about KCS’ directors and executive officersmay be found on its website at www.kcsouthern.com and in its 2020 Annual Report on Form 10-K filed with the SEC on January 29, 2021, available at www.investors. kcsouthern.com and www.sec.gov. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC and applicable securities regulators in Canada if and when they become available.These documents (if and when available) may be obtained free of charge from the SEC’s website at www.sec.gov and from www.sedar.com, as applicable. ConnectedContinent.com