| NSC, the Company and their directors, and certain of their executive officers and employees
may be deemed to be participants in the solicitation of proxies from the Company’s
stockholders in respect of the proposed transaction. Information regarding the directors and
executive officers of the Company who may, under the rules of the SEC, be deemed participants
in the solicitation of the Company’s stockholders in connection with the proposed transaction,
including a description of their direct or indirect interests, by security holdings or otherwise, will
be set forth in the Proxy Statement, a preliminary version of which was filed with the SEC on
January 24, 2024. Information about these persons is included in each company’s annual proxy
statement and in other documents subsequently filed with the SEC, and was included in the
preliminary version of the Proxy Statement filed with the SEC. Free copies of the Proxy
Statement and such other materials may be obtained as described in the preceding paragraph.
Forward-Looking Statements
This communication contains information regarding the Company and NSC that may constitute
“forward-looking statements,” as that term is defined under the Private Securities Litigation
Reform Act of 1995 and other securities laws, that are subject to risks and uncertainties. We
intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified such forward-looking
statements by using the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,”
“target,” “forecast,” “aim,” “should,” “plan,” “goal,” “future,” “will,” “may” and similar
expressions or by using future dates in connection with any discussion of, among other things,
statements expressing general views about future operating or financial results, operating or
financial performance, trends, events or developments that we expect or anticipate will occur in
the future, anticipated cost savings, potential capital and operational cash improvements and
changes in the global economic environment, the construction or operation of new or existing
facilities or capabilities, statements regarding our greenhouse gas emissions reduction goals, as
well as statements regarding the proposed transaction, including the timing of the completion
of the transaction. However, the absence of these words or similar expressions does not mean
that a statement is not forward-looking. Forward-looking statements include all statements that
are not historical facts, but instead represent only the Company’s beliefs regarding future goals,
plans and expectations about our prospects for the future and other events, many of which, by
their nature, are inherently uncertain and outside of the Company’s or NSC’s control. It is
possible that the Company’s or NSC’s actual results and financial condition may differ, possibly
materially, from the anticipated results and financial condition indicated in these forward-looking statements. Management of the Company or NSC, as applicable, believes that these
forward-looking statements are reasonable as of the time made. However, caution should be
taken not to place undue reliance on any such forward-looking statements because such
statements speak only as of the date when made. In addition, forward looking statements are
subject to certain risks and uncertainties that could cause actual results to differ materially from
the Company’s or NSC’s historical experience and our present expectations or projections. Risks
and uncertainties include without limitation: the ability of the parties to consummate the
proposed transaction on a timely basis or at all; the timing, receipt and terms and conditions of
any required governmental and regulatory approvals of the proposed transaction; the
occurrence of any event, change or other circumstances that could give rise to the termination
of the definitive agreement and plan of merger relating to the proposed transaction (the
“Merger Agreement”); the possibility that the Company’s stockholders may not approve the
proposed transaction; the risks and uncertainties related to securing the necessary stockholder |