Webcast/virtual meetings are meetings where shareholders attend via a live online stream. The webcast meeting platform allows shareholders to ask questions, vote and participate at the meeting electronically in real time, as opposed to travelling to the meeting's physical location.

Holding a shareholder meeting via online webcast is in line with our sustainability vision and belief and allows us to embrace the latest technology to provide our shareholders easy access the Company, regardless of where they are in the world.

Through the virtual meeting platform, shareholders will still be able to ask questions or otherwise engage with the Company.

We believe hosting an online webcast meeting helps enable greater participation by our shareholders by allowing shareholders to participate online from any location around the world.

Shareholders (registered, non-registered shareholders who have duly appointed themselves as proxyholders and holders of Employee Shares) will be able to participate (attend, vote and ask questions) at the meeting. Others, such as guests and media will only be allowed to attend the meeting through the live webcast platform. They will not be able to submit questions or vote.

To access the webcast meeting platform, you will need an internet-connected device, such as a laptop, computer, tablet or smartphone. You should ensure you have a strong, preferably high-speed, internet connection. The meeting platform is fully supported across browsers (such as Chrome, Edge or Firefox) and devices running the most updated version of applicable software plugins.

The meeting will begin promptly at 10:00 a.m. (EDT) on April 26, 2024. Online check-in will begin starting thirty (30) minutes prior, at 9:30 a.m. (EDT). You should allow ample time for online check-in procedures.

You will need to visit https://web.lumiagm.com/459454580 and check-in using your log-in credentials, being your 15-digit control number or 4-character login code, as applicable, and the meeting password: CNR2024 (case sensitive). Guests, including non-registered shareholders who have not duly appointed themselves as proxy holders, will be allowed to log-in as guests.

CN is also providing a toll-free conference call for shareholders that do not have internet access or that prefer that method, either to verbally ask a question at the meeting, or to listen in as an alternative to the webcast. To join the conference call, you must call 1-844-698-2221 (toll-free in Canada and the U.S.) or (647) 694-6144 (toll-free outside of Canada and the U.S.). Using your control number included either on your proxy form or voting instruction form, as applicable, you will be able to listen to the meeting proceedings via the conference call and submit your question verbally during the meeting; however, you will not be able to vote your shares on the phone via the conference call during the meeting and will have to use the online webcast for that purpose if you have not done so in advance of the meeting. Guests who are not shareholders will not be allowed to dial into the conference call.

Shareholders and duly appointed proxyholders can log into the meeting by accessing the webcast at https://web.lumiagm.com/459454580 and clicking “I have a log-in”. You will then need to provide your 15-digit control number or your 4-character login code, as applicable, and the password CNR2024 (case sensitive) to access the meeting webcast.

Guests, including non-registered shareholders who have not duly appointed themselves as proxyholders in accordance with the instructions from their intermediary, can access the meeting by visiting https://web.lumiagm.com/459454580, clicking on “I am a guest” and providing their information when prompted.

If you have difficulty logging in to the meeting, please contact support-ca@lumiglobal.com by email. Technicians will be available to assist you.

Online check-in will begin at 9:30 a.m. (EDT). We encourage you to give yourself ample time to log in to the meeting before it begins at 10:00 a.m. (EDT).

The meeting will be hosted in both English and French.

Simultaneous translation will be available for those wishing to listen to the meeting in English or French only, and we are also offering closed captioning options in both languages.

In Advance of the Meeting

If you are a registered shareholder or a holder of Employee Shares, you can submit a question in advance of the meeting by going to www.investorvote.com and logging in using the 15-digit control number included either on your proxy form or voting instruction form, as applicable.

If you are a non-registered shareholder, you can submit a question in advance of the meeting by going to www.proxyvote.com and logging in using the 16-digit control number included on your voting instruction form.

Guests who are not shareholders will not be able to submit questions either before or during the meeting.

If you are not sure whether you are a registered shareholder, a holder of Employee Shares or a non-registered shareholder, please refer to the “Important Information About the Meeting - Assessing Shareholder Status” section of our 2024 Management Information Circular.

During the Meeting

Shareholders and duly appointed proxyholders may ask a question during the meeting in any of the following ways:

1) In writing through the live webcast at https://web.lumiagm.com/459454580 by logging in with your login credentials, typing your question(s) into the “Messaging” field, and clicking on the “submit” arrow;

2) Verbally through the live webcast by clicking on the “Request to Speak” button in the “Broadcast tab” and clicking on the green checkmark at the bottom of the “Broadcast” tab (you may need to scroll down to access the checkmark); or

3) Verbally through the conference call by dialing 1-844-698-2221 (toll-free in Canada and the U.S.) or (647) 694-6144 (toll-free outside of Canada and the U.S.) and pressing star one (*1) to be placed in the queue. A meeting operator will queue-in the question and open the line at the appropriate time.

Guests who are not shareholders will not be able to submit questions either before or during the Meeting.

Please review the Meeting Rules of Conduct to review the protocol around the Question and Answer period and the rules regarding asking questions.

You will be asked to vote on seven items of business:

1) The election of management’s nominees as directors

2) The appointment of KPMG LLP as auditors

3) The confirmation of the Company’s By-Law no. 2 relating to the Advance Nominations of Directors (“By-Law No. 2”)

4) The approval of certain proposed amendments to the Company’s Management Long-Term Incentive Plan

5) The approval of the Company's approach to executive compensation

6) The approval of the Company’s Climate Action Plan

7) One shareholder proposal

These items of business are described on pages 12-16 of our Management Information Circular.

In consideration of feedback received from Institutional Shareholder Services, a provider of shareholder meeting research and voting recommendations, the Board of Directors of the Company resolved to make minor clarifying amendments to Article 7 of By-Law No. 2. A copy of the revised By-Law No. 2 can be found on our website at https://www.cn.ca/en/events/2024/04/agm-2024. We encourage you to refer to the amended version of By-Law No. 2 when casting your vote on the matter.

Management is not aware of any other matters that may come before the meeting.

Management recommends voting FOR voting items 1 to 6 and AGAINST the shareholder proposal. If you choose to vote in advance of the meeting by proxy and do not provide specific voting instructions, your shares will be voted in accordance with management’s recommendations.

All of these voting items require a simple majority (50% plus one) of votes cast in their favour to be approved.

You are entitled to receive notice of and vote at the meeting, either live or by proxy, if you held common shares of CN (as a registered or non-registered holder or a holder of Employee Shares) as at the close of business on March 1, 2024 (the Record Date).

If you are a non-registered shareholder, that is, if your shares are not registered in your name and are held in the name of a nominee such as a trustee, financial institution or securities broker, you must appoint yourself as proxyholder and register your appointment in order to be able to exercise your right to vote at the meeting. Non-registered shareholders who have not duly appointed and registered themselves as proxyholders will not be able to vote at the meeting. Please follow the instructions of your intermediary to appoint yourself as proxyholder to vote at the meeting, or cast your vote in advance of the meeting.

As of the close of business on the Record Date, CN had 640,240,116 common shares without par value outstanding. Subject to the voting restrictions described below, each common share carries the right to one vote.

Our articles of continuance, as amended, provide that no person, together with his or her associates, shall hold, beneficially own or control, directly or indirectly, voting shares to which are attached more than 25% in the aggregate of the votes attached to all our voting shares that may ordinarily be cast to elect directors of the Company. In addition, where the total number of voting shares held, beneficially owned or controlled, directly or indirectly, by any one person together with his or her associates exceeds such 25% maximum, no person shall, in person or by proxy, exercise the voting rights attached to the voting shares held, beneficially owned or controlled, directly or indirectly, by such person or his or her associates.

If you wish to vote at the meeting, you do not need to complete or return your proxy form or voting instruction form, as applicable.

The day of the meeting, whether you are a registered or non-registered shareholder or holder of Employee Shares, you will be able to vote via the live webcast by completing a ballot online during the meeting. You will need to visit https://web.lumiagm.com/459454580 and log in using your login credentials (being your 15-digit control number or your 4-character login code, as applicable, and the meeting password: CNR2024 (case sensitive)) and cast your vote when prompted.

Non-registered shareholders who have not duly appointed themselves as proxyholders will not be able to vote at the meeting. Please follow the instructions of your intermediary to appoint yourself as proxyholder to vote at the meeting, or cast your vote in advance of the meeting.

No. You can vote in advance of the meeting, as in prior years. Please consult the “Voting Procedures, Processes and Restrictions” section of the Management Information Circular for details on the different ways in which you can give your voting instructions in advance of the meeting.

If you choose to vote in advance of the meeting, our tabulator must have received your vote by no later than 5:00 p.m. (EDT) on April 24, 2024 in order for your vote to be counted in the final tally. Late proxies may be accepted or rejected by the Chair at her discretion, and she is under no obligation to accept or reject any particular late proxy. If you are a non-registered shareholder, that is, if your shares are not registered in your name and are held in the name of a nominee such as a trustee, financial institution or securities broker, please follow the instructions from your intermediary (including any deadlines) to ensure your vote is received in time.

If you require assistance in completing your form of proxy or voting instruction form, as applicable, you may contact Morrow Sodali, the Company's proxy solicitation agent in Canada and the U.S., toll-free in North America at 1-888-999-0818 or at 1-289-695-3075 outside of North America, or contact them by e-mail at assistance@morrowsodali.com.

If you have questions about voting or information contained in the Management Information Circular, you may contact Morrow Sodali, the Company's proxy solicitation agent in Canada and the U.S., toll-free in North America at 1-888-999-0818 or at 1-289-695-3075 outside of North America, or contact them by e-mail at assistance@morrowsodali.com.

Yes. You may change your vote or revoke your proxy at any time by:

• voting again on the Internet or by phone before 5:00 p.m. on April 24, 2024 (EDT); or
• completing an instrument in writing (which includes another form of proxy or voting instruction form, as applicable, with a later date than the date of your initial vote) executed by you or by your attorney (duly authorized in writing), and either (1) deposited with the Corporate Secretary of the Company at the registered office of the Company (935 de La Gauchetière Street West, 16th Floor, Montreal, Quebec, Canada, H3B 2M9) at any time up to and including 5:00 p.m. on April 24, 2024 (EDT) or (2) filed electronically with the chair of the meeting (at CN_Chair@cn.ca) prior to the commencement of the meeting on the day of the meeting; or
• in any other manner permitted by law.

You will also be able to change or cancel your vote at the meeting by re-casting your vote when polling opens. Any vote cast at the meeting will override any vote cast in advance of the meeting.

For any technical difficulties experienced during the check-in process or during the meeting, please contact support-ca@lumiglobal.com by e-mail. Technicians will be available to assist you.

If you are a registered shareholder or a holder of Employee Shares, you may request paper copies of the Management Information Circular, the financial statements for the year ended December 31, 2023 (the Financial Statements) and the related Management's Discussion and Analysis (MD&A) at no cost to you by calling 1-866-962-0498 and entering the 15-digit control number provided on your proxy form or voting instruction form, as applicable, and following the instructions provided.

If you are a non-registered shareholder, you may request paper copies of the Management Information Circular, the Financial Statements and the related MD&A at no cost to you by calling 1-877-907-7643 and entering the 16-digit control number provided on your voting instruction form and following the instructions provided.

If you are not sure whether you are a registered shareholder, a holder of Employee Shares or a non-registered shareholder, please refer to the “Important Information About the Meeting - Assessing Shareholder Status” section of our 2024 Management Information Circular.

A replay of the meeting will be available on our website (www.cn.ca/en/investors) along with meeting materials.

Any questions pertinent to the meeting that cannot be answered during the meeting due to time constraints will also be answered and posted on our website as soon as practical after the meeting and will remain available until one week after posting.