Endorsements

Ancora’s proposed directors, management team and plan have received support from Norfolk Southern shareholders, employees, a top customer and leading independent proxy advisory firms.


Shareholder Support

We affirm that the following statement from Institutional Shareholder Services Inc.'s report on Norfolk Southern captures our sentiment pertaining to the Company's current management: "It would therefore be justifiable for shareholders who have already lost faith in the current management team to support the entire dissident slate."

We are reiterating our view that the status quo at Norfolk Southern will lead to continued underperformance of the railroad. We believe Jim Barber, Jamie Boychuk and a reconstituted board are required to drive stronger safety, service and value creation at the Company.

EdgePoint Investment Group
EdgePoint Investment Group
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May 1, 2024

We believe the status quo at NSC will lead to continued underperformance of the railroad. We also believe that Board refreshment and Jim Barber's and Jamie Boychuk's leadership are essential for enhancing safety and for ensuring outstanding long-term achievements for the benefit of all NSC's shareholders and other stakeholders.

EdgePoint Investment Group
EdgePoint Investment Group
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March 4, 2024

We believe a change in management and refreshment of the board at NSC are warranted and could stimulate improved operations and thus equity performance. For these reasons, we intend to support the election of dissident nominees Betsy Atkins, James Barber, Jr., William Clyburn, Jr., Sameh Fahmy, John Kasich, Gilbert Lamphere, and Allison Landry.

- Neuberger Berman
- Neuberger Berman
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April 5, 2024

Customer & Union Support

Labor groups supportive of Ancora’s proposed directors and management team collectively represent approximately half of Norfolk Southern’s unionized workforce.

Cleveland-Cliffs, one of Norfolk Southern's largest customers, has also thrown its support behind Ancora proposed directors and management team.

Based on our discussions with Ancora director candidate and proposed CEO Jim Barber, the BMWED Teamsters is confident that his leadership would drive necessary changes and improvements to ensure our Norfolk Southern members are protected and succeed on the job. Jim has proven to us that he can build bridges and work with all stakeholders, including labor unions, underpinning our trust in his capabilities...

Regrettably, under current CEO Alan Shaw’s leadership, Norfolk Southern’s failure to adequately address significant safety and operations concerns raised by BMWED and others has seriously undermined the railroad...

In contrast, Jim’s background as COO of a more than $100 billion transportation company and his experience as one of the nation’s largest rail shippers lead us to believe he can drive value for our members and all of the Company’s stakeholders from the boardroom and C-suite.

THE BROTHERHOOD OF MAINTENANCE OF WAY EMPLOYES Division
THE BROTHERHOOD OF MAINTENANCE OF WAY EMPLOYES Division
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May 2, 2024

We believe in shareholder activism when the activist has a plan and knows how to execute the plan. That seems to be the case of your current effort, and therefore you have my support… the outcome of the proxy fight will have no impact on our customer or supplier relationship with Norfolk Southern.

Cleveland-Cliffs Inc.
Cleveland-Cliffs Inc.
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April 27, 2024

BLET’s three elected General Chairmen representing locomotive engineers and trainmen at Norfolk Southern met with Ancora’s leadership team yesterday and determined that they are the right leaders for Norfolk Southern moving forward.

After the railroad’s CEO Alan Shaw hired COO John Orr and following the public comments of both those executives on their strategy for NS, our General Chairmen determined that a change at the top is needed. Although this decision was not easy, the General Chairmen believe it is necessary.

The Brotherhood of Locomotive Engineers and Trainmen
The Brotherhood of Locomotive Engineers and Trainmen
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April 26, 2024

It’s the second union endorsement for the activist’s seven-director slate and is unprecedented... It means roughly half of the unionized workforce at Norfolk Southern is supporting Ancora.

Activist Ancora endorsed by second Norfolk Southern union, splitting labor support
Activist Ancora endorsed by second Norfolk Southern union, splitting labor support
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April 26, 2024

The BMWED-IBT, after more than a year of non-committal hedging on reasonable, needed changes and untenable shakiness in management at Norfolk Southern, has determined that a change in leadership is needed for the freight rail carrier and its employees.

Following yesterday’s earnings call and a reasonably constructive meeting with a potential new leadership team, our Brotherhood has determined that a change at the top would be the best course of action for BMWED-IBT members.

For many months since East Palestine, the BMWED has not been able to get assurances from the current leadership to implement needed policy and procedural changes to prevent such tragedies from reoccurring. At this juncture, seeing no path forward, we see no reason to support the current administration at Norfolk Southern.

The Brotherhood of Maintenance of Way Employes Division
The Brotherhood of Maintenance of Way Employes Division
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April 25, 2024

Proxy Advisory Firm Support

Egan-Jones recommends shareholders support significant change at Norfolk Southern by voting the Blue Proxy Card.

We support Ancora’s plan to replace Norfolk Southern’s current CEO Alan Shaw, whom we believe has failed to exercise a creditable leadership during his tenure. Due to this, we strongly recommend that shareholders support the election of Jim Barber as we believe that his best-inclass experience in logistics and transportation system will pave way for the Company to realign its strategies to achieve its targets and increase business outlook.

We believe that the collective skills and expertise of the seven Ancora Nominees will provide a pathway for growth and competent railroad services and restore public trust at the same time.

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Glass Lewis recommends shareholders support significant change at Norfolk Southern by voting the Blue Proxy Card.

Having given due consideration to the arguments presented by each side, we believe Ancora has presented a compelling case for supporting a substantial overhaul of the Company's current leadership.

[…] Ancora’s candidates for the Company's top executive roles – James Barber, Jr. as CEO and Jamie Boychuk as COO – have compelling credentials and track records.

Investors who support Ancora’s campaign will likely view the initial focus on a PSR-driven network redesign as a positive first step, as a successful redesign could yield improved asset utilization and greater efficiencies, thereby contributing to increased shareholder value.

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Institutional Shareholder Services recommends shareholders support significant change at Norfolk Southern by voting the Blue Proxy Card.

It would therefore be justifiable for shareholders who have already lost faith in the current management team to support the entire dissident slate.

[James Barber] appears to be a capable candidate with experience and skills that should be transferable to the railroad industry, which makes him a credible director and CEO candidate.

It is important to recognize that the dissident has also articulated a plan that appears logical (the underlying model has been implemented successfully at other Class I railroads), and has assembled a credible management team that features a COO with proven experience.

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Institutional Shareholder Services’ Taft-Hartley Advisory Services and Social Advisory Services recommend shareholders support significant change at Norfolk Southern by voting for all seven of Ancora’s director candidates on the Blue Proxy Card.

The proxy contest is centered on a debate over which management team is best suited to the lead the company forward. It is therefore important to provide the dissident with a voice that is loud enough to have its case for management change appropriately considered.

Dissident nominee and CEO selection James Barber appears to be a capable candidate with experience and skills that should be transferable to the railroad industry, which makes him a credible director and CEO candidate.

There are serious concerns with oversight and accountability that will require substantial change to rectify. These concerns are grave and are considered to rise to the level suggesting that a change inboard control is immediately required and the current board's negligence has created serious concerns for shareholders.

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1 Permission to use quotations from ISS and Glass Lewis was neither sought nor obtained.

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