CN Files Base Shelf Prospectus And Completes US$700M Notes Offering

Canadian National Railway Company (“CN”) filed a short form base shelf prospectus for the issuance of up to $2.5 billion of debt securities under the Multijurisdictional Disclosure System (the “Base Prospectus”). The Base Prospectus was filed on November 4, 2011.

On November 15, 2011, Canadian National Railway completed a US$700 million notes offering, comprising the issue of US$300 million principal amount of 1.45 per cent notes due in 2016 and US$400 million principal amount of 2.85 per cent notes due in 2021. The offering was conducted in the United States pursuant to a supplement to the Base Prospectus.

The offering was underwritten by a syndicate of underwriters with Citigroup and J.P. Morgan as joint book-running managers. CN's legal team was led by Executive Vice-President Corporate Services and Chief Legal Officer, Sean Finn, by Deputy Corporate Secretary and General Counsel, Cristina Circelli and by Counsel, Mathieu Lamothe, and was represented in Canada by Stikeman Elliott LLP with a team that included Jean Marc Huot, Benoît Dubord and Marie-Eve Ferland; and in the United States by Davis Polk & Wardwell LLP with a team that included Alan Dean, Samuel Dimon (tax); Pavan Jawanda and Lucia Goy.

Sullivan & Cromwell LLP in the United States represented the underwriters with a team that included Robert Buckholz, Marc Rozic and Sannu Shrestha.

Lawyer(s)

Alan Dean Benoît C. Dubord Marie-Ève Ferland Cristina Circelli Mathieu Lamothe

Firm(s)

Stikeman Elliott LLP Davis Polk & Wardwell Sullivan & Cromwell LLP