Appendix B — Resolution of Shareholders — 2009 Performance Option Plan
WHEREAS the Board of Directors of Potash Corporation of Saskatchewan Inc. (the "Corporation") has, approved a new performance option plan (the "2009 Performance Option Plan"), a copy of which is in Appendix C to the Management Proxy Circular of the Corporation sent to the shareholders of the Corporation in connection with the annual and special meeting of shareholders of the Corporation to be held May 7, 2009;
NOW THEREFORE, BE IT RESOLVED that:
- the 2009 Performance Option Plan is hereby adopted and approved by the shareholders of the Corporation;
- any officer of the Corporation be and is hereby authorized and directed for and on behalf of the Corporation to do such things and to take such actions as may be necessary or desirable to carry out the intent of the foregoing resolution and the matters authorized thereby.