Canadian National Railway Completes Note Offering

Canadian National Railway Company (“CN”) completed a US$500 million notes offering, comprising US$250 million principal amount of 2.25 per cent notes due in 2022 and US$250 million principal amount of 3.50 per cent notes due in 2042. The offering was conducted in the United States pursuant to a supplement to CN's short form base shelf prospectus dated November 4, 2011, for the issuance of up to $2.5 billion of debt securities under the Multijurisdictional Disclosure System between Canada and the United States.

The offering was underwritten by a syndicate of underwriters. Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and Wells Fargo Securities, LLC were 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, Andrée-Anne Arbour Boucher and Cristina Darwish (securities) and Marie-Andrée Beaudry and Mathieu Halpin (tax); and in the United States by Davis Polk & Wardwell LLP with a team that included Alan Dean, Ryan Mitteness and Elina Lae (corporate); Samuel Dimon and Changsheng (Eric) Song (tax) and Catherine Martin ('40 Act).

Sullivan & Cromwell LLP in the United States represented the underwriters with a team that included Robert Buckholz, Xiaodong Yi and Megan O'Flynn.