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CN Announces New Share Repurchase Program, Two-for-one Stock Split, And Declares Fourth-quarter 2013 Cash Dividend

MONTREAL, Oct. 22, 2013 /PRNewswire/ — CN (TSX: CNR) (NYSE: CNI) announced today that its Board of Directors has approved a new share repurchase program, and a two-for-one stock split of the Company's common shares outstanding. The Board has also approved a fourth-quarter 2013 cash dividend.

The new share repurchase program will be a normal-course-issuer bid to purchase, for cancellation, up to 15 million common shares before adjusting for the stock split, representing approximately 4.1 per cent of the common shares issued and outstanding of the Company not held by insiders on Oct. 15, 2013. On that date 417,992,780 CN common shares were issued and outstanding.

CN repurchased 14.7 million common shares under its share repurchase program announced in October 2012, at a weighted-average price of C$95.35 per share, excluding brokerage fees, returning C$1.4 billion to shareholders.

The new repurchase program - starting on Oct. 29, 2013, and ending no later than Oct. 23, 2014 - will be conducted through a combination of discretionary transactions and automatic repurchase plan through the facilities of the Toronto and New York stock exchanges, or alternative trading systems, if eligible, and will conform to their regulations. Toronto Stock Exchange (TSX) rules will permit CN to purchase daily, through TSX facilities, a maximum of 164,267 common shares under the Company's new repurchase program. Purchases under the normal-course-issuer bid will be made by means of open market transactions or such other means as the TSX or a securities regulatory authority may permit and under applicable law, including private agreements under issuer bid exemption orders issued by a securities regulatory authority in Canada.

The price to be paid by CN for any common shares will be the market price at the time of acquisition, plus brokerage fees, and purchases made under an issuer bid exemption order will be at a discount to the prevailing market price as per the terms of the orders.

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