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CN Announces Tender Offer And Consent Solicitation For 4.40% Notes Due 2013

MONTREAL, Feb. 11, 2013 /PRNewswire/ - CN (TSX: CNR) (NYSE: CNI) today announced that its wholly-owned subsidiary, CNLX Canada Inc., has commenced a cash tender offer for all of the outstanding US$400,000,000 aggregate principal amount of 4.40% Notes due 2013 issued by CN (the "Notes") on the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement, dated Feb. 11, 2013, and the related Letter of Transmittal and Consent.

CNLX Canada Inc. is also soliciting consents to certain proposed amendments to the indenture governing the Notes. The related Offer to Purchase and Consent Solicitation and Letter of Transmittal and Consent more fully set forth the terms of the tender offer and consent solicitation and are being sent to holders of the Notes. Holders of the notes are urged to read the tender offer documents carefully.

The tender offer will expire at 11:59 p.m., New York City time, on Mar. 11, 2013, unless extended or earlier terminated by CNLX Canada Inc. (such time on such date, the "Expiration Date").

The tender offer consideration being offered for the Notes accepted for purchase in the tender offer will be US$1,000 for each US$1,000 principal amount of Notes (plus accrued and unpaid interest to, but not including, the Settlement Date expected to be on or about Mar. 12, 2013). In addition, holders who tender on or prior to 5:00 p.m., New York City time, on Feb. 25, 2013, (such time on such date, the "Consent Payment Deadline") will receive an amount designated as a consent payment equal to US$2.50 per US$1,000 principal amount of Notes. Holders who tender Notes after the Consent Payment Deadline, but prior to the Expiration Date, will not receive the consent payment. Holders who tender Notes are automatically deemed to consent to the proposed amendments to the indenture.

Notes not tendered and purchased pursuant to the tender offer will remain outstanding until paid by CN on the stated maturity date of Mar. 15, 2013.

The obligation of CNLX Canada Inc. to accept for purchase, and to pay for, Notes validly tendered and not withdrawn pursuant to the tender offer and the consent solicitation is subject to the satisfaction or waiver of the conditions to the tender offer and consent solicitation.

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