TCI Comments on CEO Search Process and Reiterates Urgent Need for Change on Canadian National Board of Directors

LONDON, Dec. 23, 2021 /PRNewswire/ -- Long-term shareholders CIFF Capital UK LP and The Children's Investment Master Fund, acting by their investment manager TCI Fund Management Limited (CIFF Capital UK LP, The Children's Investment Master Fund and TCI Fund Management Limited, together, "TCI"), today commented on the CEO search process at Canadian National Railway Company (TSX:CNR)(NYSE:CNI) ("CN" or the "Company") and reiterated the urgent need for change on the CN Board of Directors. 

The full statement from TCI follows:

"Given the CN Board's history of failed CEO appointments, it is not a surprise to us that the Board has failed once again to attract the best candidate for the role. 

The Board is conflicted, which makes the current selection process flawed and unreliable. A CEO needs to be certain that he or she will have the unwavering support of the Board, and currently that cannot be guaranteed.

If CN shareholders elect the four independent candidates nominated by TCI at the Special Meeting they can be confident the Board will conduct a fair CEO selection process and be able to offer the new CEO stable and durable support.

The need for change on the CN Board has never been more apparent and TCI remains fully committed to bringing much-needed railroad experience to the Board for the benefit of all CN shareholders.

Gil Lamphere, Rob Knight, Allison Landry and Paul Miller also remain committed to standing for election at the Special Meeting and working with the rest of the Board to appoint the best CEO for CN. 

The appointment of the new CEO should therefore be delayed until after the Special Meeting so shareholders can vote on who should conduct the vitally important search for a CEO who can initiate an operational transformation which will pave the way for future growth.

The four independent and highly-skilled nominees have vast railroad experience and knowledge, and they share a common and very achievable goal: to create a much-needed culture of operational excellence at CN, which is essential if the Company is to reach its full potential.

A new, high-quality board with extensive railroad experience and expertise will help ensure CN is put on the right track to the benefit of the Canadian and US economies, shippers, employees and shareholders."

More information on the independent, highly-skilled board candidates can be found at www.CNBackOnTrack.com.

About TCI Fund Management

Founded in 2003 by Sir Christopher Hohn, TCI Fund Management Limited, the investment manager of CIFF Capital UK LP and The Children's Investment Master Fund, is a value-oriented, fundamental investor which invests globally in strong businesses with sustainable competitive advantages. Using a private equity approach, TCI Fund Management Limited conducts deep fundamental research, constructively engages with management and adopts a long-term investment horizon. For more information on TCI Fund Management Limited and its ESG policy, visit www.tcifund.com/ESG. TCI Fund Management Limited is authorised and regulated by the Financial Conduct Authority.

Disclosures

TCI has been a CN shareholder since 2018. TCI currently owns more than 5% of the shares outstanding (valued at US$4.3 billion) and is committed to the long-term success of CN.

Contacts

Kingsdale Advisors:

Ian Robertson

President, Canada

Direct: 416-867-2333

Cell: 647-621-2646

Email: [email protected]

Hyunjoo Kim

Director, Communications, Marketing & Digital Strategy

Direct: 416-867-2357

Cell: 416-899-6463

Email: [email protected]

TCI Media Contacts:

ASC Advisors, New York

Steve Bruce: [email protected] 

Taylor Ingraham: [email protected] 

203-992-1230

Information in Support of Public Broadcast Solicitation

Shareholders are not being asked at this time to execute a proxy in favour of TCI's nominees for election to the Board or any other resolutions set forth in TCI's requisition for a special meeting of shareholders ("the Special Meeting") which has been scheduled for March 22, 2022.. In connection with the Special Meeting, TCI has filed a preliminary information circular dated September 27, 2021 (the "Circular") and expects to issue a supplement thereto or amendment and restatement thereof (the "Final TCI Circular") containing further disclosure concerning TCI's proposals, together with additional details concerning the completion and return of forms of proxy and voting information forms ("VIFs") to be provided by TCI for use at the Special Meeting.

This press release and any solicitation made by TCI in advance of the Special Meeting is, or will be, as applicable, made by TCI and not by or on behalf of the management of CN.

Shareholders of CN are not being asked at this time to execute proxies in favour of TCI's nominees (in respect of the Special Meeting) or any other resolution set forth in the requisition. TCI intends to make its solicitation primarily by mail, but proxies may also be solicited personally by telephone, email or other electronic means, as well as by newspaper or other media advertising or in person, by TCI, certain of its members, partners, directors, officers and employees, TCI's nominees or TCI's agents, including Kingsdale Advisors, who has been retained by TCI as its strategic shareholder advisor and proxy solicitation agent. Pursuant to the agreement between Kingsdale Advisors and TCI Fund Management Limited, Kingsdale Advisors will receive a fee of up to $3.5 million, plus customary fees for each call to or from shareholders of CN, and will be reimbursed for certain out-of-pocket expenses, with all such costs to be borne by TCI. In addition, TCI may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, by way of public broadcast, including press release, speech or publication, and in any other manner permitted under applicable Canadian laws. Any members, partners, directors, officers or employees of TCI and their affiliates or other persons who solicit proxies on behalf of TCI will do so for no additional compensation. The costs incurred in the preparation and mailing of the Circular and the Final TCI Circular, and the solicitation of proxies by TCI will be borne by TCI, provided that, subject to applicable law, TCI may seek reimbursement from CN of TCI's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Board.

A registered shareholder of CN who has given a proxy may revoke the proxy at any time prior to use by:

(a)        depositing an instrument or act in writing revoking the proxy, executed or, in Quebec, signed by such registered shareholder or by his, her or its personal representative authorized in writing or by electronic signature or, if the registered shareholder is a corporation, by an officer or attorney thereof properly authorized, either: (i) at the registered office of CN at any time up to and including the last business day preceding the day of the Special Meeting or any postponement(s) or adjournment(s) thereof, at 935, rue de La Gauchetière ouest, Montréal, Québec, Canada, H3B 2M9; or (ii) with the chairman of the Special Meeting prior to commencement of the Special Meeting on the day of the Special Meeting or any postponement(s) or adjournment(s) thereof; or

(b)        revoking the proxy in any other manner permitted by law.

A non-registered shareholder may revoke a form of proxy or VIF given to an intermediary or Broadridge Investor Communications (or any such other service company) at any time by submitting another properly completed form of proxy or VIF, as the latest form of proxy or VIF will automatically revoke any previous one already submitted, or by written notice to the intermediary in accordance with the instructions given to the non-registered shareholder by its intermediary.

Based on information provided to TCI by each respective nominee, none of TCI's nominees, nor any of their associates or affiliates, has had any material interest, direct or indirect, in any transaction since the commencement of CN's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect CN or any of its subsidiaries.

Based on information provided to TCI by each respective nominee, none of TCI nor any member, partner, director or officer of TCI, nor any of TCI's nominees, nor any associates or affiliates of the foregoing, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in the matters currently known to be acted upon at the Special Meeting, other than in respect of TCI's ownership, control or direction of an aggregate of 36,699,825 common shares of CN, and the removal of certain incumbent directors and the election of the nominees as directors of CN.

CN's registered office address is 935, rue de La Gauchetière ouest, Montréal, Québec, Canada, H3B 2M9. A copy of the Circular which contains the information required in respect of each of TCI's nominees may be obtained on CN's SEDAR profile at www.sedar.com.

 

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SOURCE TCI Fund Management Limited