Canadian National Railway Company
Proposal 1A
Election of Directors Election of Director: Shauneen Bruder
Proposal 1B
Election of Director: Jo-ann dePass Olsovsky
Proposal 1C
Election of Director: David Freeman
Proposal 1D
Election of Director: Denise Gray
Proposal 1E
Election of Director: Justin M. Howell
Proposal 1F
Election of Director: Susan C. Jones
Proposal 1G
Election of Director: Robert Knight
Proposal 1H
Election of Director: Michel Letellier
Proposal 1I
Election of Director: Margaret A. McKenzie
Proposal 1J
Election of Director: Al Monaco
Proposal 1K
Election of Director: Tracy Robinson
Proposal 02
Appointment of KPMG LLP as auditors.
Proposal 03
Resolution (the full text of which is set out on page 14 of the management proxy circular) to confirm the adoption of and to ratify By-Law No. 2 relating to the Advance Nominations of Directors.
Proposal 04
Resolution (the full text of which is set out on page 14 of the management proxy circular) to approve proposed amendments to the Management Long-Term Incentive Plan.
Proposal 05
Non-binding advisory resolution (the full text of which is set out on page 15 of the management proxy circular) to accept the approach to executive compensation disclosed in the management proxy circular.
Proposal 06
Non-binding advisory resolution (the full text of which is set out on page 15 of the management proxy circular) to accept the Climate Action Plan as disclosed in the management proxy circular.
Proposal 07
Shareholder proposal (the full text of which and supporting statement, together with the Board of Directors' response and voting recommendation, is set out in Schedule "E" of the management proxy circular).