Investor Group Asks Norfolk Southern Chair Amy Miles to Address Decisions to Raise CEO Pay 37% and Run a Scorched-Earth Campaign

Ohio-based Ancora Holdings Group, LLC, its affiliates and the other participants in its solicitation (collectively, the “Investor Group” or “we”), who collectively own a large equity stake in Norfolk Southern Corporation (NYSE: NSC) (“Norfolk Southern” or the “Company”), today issued an open letter to the Company’s Chair, Amy Miles.

As a reminder, the Investor Group recently announced the nomination of eight highly qualified, independent candidates for election to the Company’s Board of Directors (the “Board”) at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”). In addition, the Investor Group announced it has identified a proposed management team that includes transportation network leader Jim Barber, Jr. as Chief Executive Officer and lifelong railroad operator Jamie Boychuk as Chief Operating Officer. Learn more at www.MoveNSCForward.com.

***

March 1, 2024

Norfolk Southern Corp.
Attn: Amy Miles, Chair of the Board of Directors
650 W. Peachtree Street NW
Atlanta, Georgia 30308

Dear Amy,

Prior to publicly disclosing our slate of director candidates and proposed management team, the Investor Group spent more than two months privately providing you and your fellow directors with data and facts that demonstrated the urgent need for meaningful change at Norfolk Southern. We made clear that your current CEO has presided over industry-worst operating results, sustained share price underperformance and an ineffective and tone-deaf response to the preventable derailment in East Palestine, Ohio. We also exposed the impractical elements of management’s go-forward strategy and spotlighted persistent issues with respect to safety, as evidenced by this year’s new derailments and the recent death of an engineer. As these points were raised, we offered viable solutions in the form of exceptional people with a strategic vision for delivering better service, enhanced safety, improved growth and stronger value creation. We even offered to settle for minority representation on the Board in the event the Company initiated an orderly management change.

Although we were initially disappointed with the Board’s dismissiveness, the Company’s recently filed proxy statement and ongoing low-road smear campaign against us have clarified a great deal. It appears that the Board is serving at the pleasure of CEO Alan Shaw – rather than the other way around. But with each passing day of disruptive fear mongering and transparently manufactured attacks on our people, we contend that current leadership is simply sealing its fate with the shareholders to whom it owes fiduciary duties. Norfolk Southern’s owners, who appear to share our view that a railroad should be pro-labor, safe and value-generating all at once, recognize the playbook being run.