Issuer:

Ticker / Exchange:

Pricing Date:

Settlement Date:

Title of Securities:

Number of Shares of Class A Common Stock Offered by Genesee & Wyoming:

3,266,004 shares (or 3,791,004 shares if the underwriters of the Common Stock Offering exercise their option to purchase 525,000 additional shares in full).

Number of Shares of Class A Common Stock Offered by the Selling Stockholder:

Last Reported Sale Price of the Class A Common Stock on the NYSE on the Pricing Date:

Common Stock Public Offering Price:

Underwriting Discount:

Estimated Net Proceeds to Genesee & Wyoming from the Common Stock Offering:

Joint Book-Running Managers:

Co-Managers:

Issuer:

Pricing Date:

Settlement Date:

Title of Securities:

Number of Units Offered:

Stated Amount:

Components of Each Unit:

a prepaid stock purchase contract (a “Purchase Contract”); and

a senior amortizing note (an “Amortizing Note”), which has an initial principal amount of $14.1023 per Amortizing Note, bears interest at a rate of 4.50% per annum and has a final installment payment date of October 1, 2015.

Fair Market Value of the Units:

Reference Price:

Threshold Appreciation Price:

Minimum Settlement Rate:

Maximum Settlement Rate:

Settlement Rate:

Early Settlement Upon a

Fundamental Change:

if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the fundamental change early settlement rate will be determined by straight line interpolation between the fundamental change early settlement rates set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year;

if the stock price is greater than $115.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), then the fundamental change early settlement rate will be the Minimum Settlement Rate; or

if the stock price is less than $35.00 per share (subject to adjustment in the same manner as the

stock prices set forth in the column headings of the table above, the “Minimum Stock Price”), the fundamental change early settlement rate will be determined as if the stock price equaled the Minimum Stock Price, and using straight line interpolation, as described in the first bullet of this paragraph, if the effective date is between two effective dates in the table.

Merger Termination Redemption:

if the applicable merger termination stock price is between two merger termination stock prices in the table, the merger redemption rate will be determined by straight line interpolation between the merger redemption rates set forth for the higher and lower merger termination stock prices;

if the merger termination stock price is greater than $115.00 per share (subject to adjustment at the same time and in the same manner as the merger termination stock prices set forth in the table above), then the merger redemption rate will be the Minimum Redemption Rate; or

if the merger termination stock price is less than $64.75 per share (subject to adjustment at the same time and in the same manner as the merger termination stock prices set forth in the table above), then the merger redemption rate will be the Maximum Redemption Rate.

Initial Principal Amount of

Amortizing Notes:

Installment Payment Dates:

Payments on the Amortizing Notes:

Installment Payment Date

Amount of Principal

Amount of Interest

January 1, 2013

April 1, 2013

July 1, 2013

October 1, 2013

January 1, 2014

April 1, 2014

July 1, 2014

October 1, 2014

January 1, 2015

April 1, 2015

July 1, 2015

October 1, 2015

Repurchase of Amortizing Notes at the Option of the Holder:

Units Public Offering Price:

Underwriting Discount:

Estimated Net Proceeds to Genesee & Wyoming from the Units Offering:

Joint Book-Running Managers:

Co-Managers:

Listing:

CUSIP for the Units:

ISIN for the Units:

CUSIP for the Purchase Contracts:

ISIN for the Purchase Contracts:

CUSIP for the Amortizing Notes:

ISIN for the Amortizing Notes:

Cash and Cash Equivalents

Debt:

GWI Existing Credit Facilities⁽²⁾

Existing Australian Loan⁽³⁾

New Senior Secured Credit Facilities⁽⁴⁾

5.36% Series 2005-B Senior Notes due 2015⁽⁵⁾

Floating Rate Series 2005-C Senior Notes due 2012⁽⁶⁾

Senior Amortizing Notes that are Components of Units⁽⁷⁾

Other Debt⁽⁸⁾

Total Debt

Series A-1 Preferred Stock⁽⁹⁾

Equity:

Class A Common Stock, $.01 par value, one vote per share; 180,000,000 shares authorized; 56,698,121 shares issued as further adjusted (including 12,489,086 shares held in
treasury)⁽¹⁰⁾

Class B Common Stock, $.01 par value, ten votes per share; 30,000,000 shares authorized; 1,892,048 shares issued as further adjusted⁽¹⁰⁾

Additional Paid-in Capital⁽¹¹⁾

Retained Earnings

Accumulated Other Comprehensive Income

Treasury Stock, at cost

Total Genesee & Wyoming Stockholders’ Equity

Noncontrolling Interest⁽¹²⁾

Total Equity

Total Capitalization

the conversion of Genesee & Wyoming’s outstanding Class B Common Stock;

the settlement of the Purchase Contracts that are a component of the Units;

unvested restricted stock units;

deferred stock units;

future grants under Genesee & Wyoming’s director and employee stock plans;

the conversion of the Series A-1 Preferred Stock; and

the conversion of RailAmerica’s outstanding restricted stock and restricted stock unit awards, which awards will be converted, based on the average trading price of Genesee & Wyoming’s Class A Common Stock during the ten days preceding the closing date of the Merger, into corresponding restricted stock and restricted stock unit awards based on shares of Genesee & Wyoming’s Class A Common Stock, as described under “The Transactions—RailAmerica Equity Plans”.