Ancora Details Serious Governance, Process and Competition-Related Issues Stemming from Norfolk Southern’s Appointment of John Orr as COO - Seite 2

It is important to note that the Board not only rejected the opportunity to speak with our proposed COO, who has received extremely positive feedback from shareholders, but it never even offered to have a substantive discussion with us about freeing him up from expiring employment obligations. It speaks volumes about the Board and Mr. Shaw’s motives that they would not even have an introductory call with a seemingly superior operator, who was the EVP of Operations at CSX when it outperformed Norfolk Southern on every key railroading metric (despite the wildly misleading claims in the Company’s March 20^th letter). They made this conscious decision, which entailed an excessive cash payment and commercial concessions, despite fully knowing that our candidate is getting strong praise from the investment community, suggesting a disregard for shareholders’ feedback and interests. This decision was also made after the Board became aware of publicly filed legal actions involving Mr. Orr.

Based on Norfolk Southern’s repeated acts of desperation and factually inaccurate attacks on our people, it seems the Board and Mr. Shaw will do and say anything to try to stay in place. However, the appointment of Mr. Orr and the publication of seemingly fanciful financial and operational targets do not represent a ‘reset’ for Norfolk Southern’s reeling leadership – to the contrary, what has come out today only reinforces the need for sweeping leadership changes atop the Company. Norfolk Southern needs a Board that puts shareholders’ interests ahead of insiders’ interests.”

To recap:

• Norfolk Southern has paid $25 million and given away a key element of its franchise to hire Mr. Orr, resulting in what we consider to be an ill-conceived deal that benefits competitors and harms shareholders.
  
  
• Mr. Orr, who was hastily hired without a broad search and lacks Eastern railroad experience, does not appear to be the best available executive to implement PSR principles and help transform Norfolk Southern’s network.
  
  

• Much to our disappointment, the Board refused to even speak with our proposed COO, Jamie Boychuk, who oversaw best-in-class operating metrics and network efficiencies at CSX.
  
  

• Rather than putting the best people in place to drive shareholder value, the Board seems to be making costly deals and poor decisions at the expense of shareholders in order to insulate CEO Alan Shaw and incumbent directors.