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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

This report is submitted for and on behalf of Potash Corporation of Saskatchewan Inc. (the "Company") in respect of an annual and special meeting (the "Meeting") of the holders of the Company's common shares (the "Shares") held on May 8, 2008.

At the Meeting, holders of the Shares voted on the following matters:

the election of each of the following proposed director nominees with the results of the voting set forth opposite the name of each such nominee.
(a)

ho
FOR
AGAINST
WITHHELD*
 
William J. Doyle
247,434,803
 0
643,797
John W. Estey
247,461,133
 0
617,467
Wade Fetzer III
247,445,676
 0
632,924
Charles S. Hoffman
247,269,159
 0
809,441
Dallas J. Howe
247,422,339
 0
656,261
Alice D. Laberge
247,491,170
 0
587,430
Keith G. Martell
247,465,454
 0
613,146
Jeffrey J. McCaig
247,305,523
 0
773,077
Mary Mogford
247,481,723
 0
596,877
Paul J. Schoenhals
247,404,111
 0
674,489
E. Robert Stromberg, Q.C.
244,393,697
 0
3,684,903
Elena Viyella de Paliza
244,417,664
 0
3,660,936

an ordinary resolution appointing the firm of Deloitte & Touche, LLP, the present auditors, as the Company's auditors, to hold office until the next annual meeting of the Company's shareholders. The results of the vote were: 247,279,478 shares for, 0 shares against and 606,232 shares withheld*.
(b)

an ordinary resolution (attached as Appendix B to the Company's Management Proxy Circular dated February 20, 2008) approving the adoption of a new stock option plan. The results of the vote were: 219,040,963 shares for and 14,277,155 shares against.
(c)

a shareholder proposal (attached as Appendix D to the Company's Management Proxy Circular dated February 20, 2008) regarding executive compensation. The results of the vote were: 17,581,452 shares for and 215,883,534 shares against.
(d)

Number of withheld votes is based upon proxies received prior to the Meeting.
(*)

DATED this 9th day of May, 2008.