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PotashCorp Logo
Notice of Annual and Special Meeting
of Shareholders and Management Proxy Circular
Annual and Special Meeting
May 7, 2009
 

Ownership of Shares

The following table sets forth information as of February 20, 2009, with respect to the beneficial ownership of Shares held by the executive officers of the Corporation named in the Summary Compensation Table herein and by all directors and executive officers of the Corporation as a group.

Name Number of
Shares Held
Number of Shares Beneficially Owned (1)(2)(3)(4) Percentage of Outstanding Shares
William J. Doyle,
Director, President and
Chief Executive Officer
481,413 (5) 3,103,949 (5) 1.06%
Wayne R. Brownlee,
Executive Vice President,
Treasurer and Chief
Financial Officer
58,498 908,158 0.31%
James F. Dietz,
Executive Vice President
and Chief Operating Officer
57,589 831,345 0.29%
Barbara Jane Irwin,
Senior Vice President,
Administration
53,446 727,496 0.25%
G. David Delaney,
President, PCS Sales
39,831 176,831 0.06%
All directors and executive officers as a group, including the above-named individuals (25 persons) 1,011,748 7,542,509 2.56%
(1) The number of Shares beneficially owned is reported on the basis of regulations of the SEC, and includes Shares that the individual has the right to acquire at any time within 60 days after February 20, 2009 and Shares directly or indirectly held by the individual or by certain family members or others over which the individual has sole or shared voting or investment power.
(2) Each of the directors and executive officers of the Corporation, with the exception of Mr. Doyle, beneficially owned less than 1% of the Shares issued and outstanding as at February 20, 2009. The directors and executive officers of the Corporation as a group beneficially owned approximately 2.56% of the Shares issued and outstanding as at February 20, 2009.
(3) Includes Shares purchasable within 60 days after February 20, 2009 through the exercise of options granted by the Corporation, as follows: Mr. Doyle 2,622,536 Shares; Mr. Brownlee 849,660 Shares; Mr. Dietz 773,756 Shares; Ms. Irwin 674,050 Shares; Mr. Delaney 137,000 Shares; and directors and executive officers as a group, including the foregoing individuals, 7,137,293 Shares.
(4) No Shares beneficially owned by any of the directors or Named Executive Officers are pledged as security.
(5) Includes 45,997 shares held in the William J. Doyle 2007 Family Descendents Trust, 19,898 shares held in the William & Kathy Doyle Foundation, 216,381 in the WJ Doyle Revocable Trust and 199,137 in the Doyle Family LLC.

As of February 20, 2009, no person or group known to the Corporation (from records and reports filed with the SEC on Schedule 13D or 13G) owned more than 5% of the Corporation's Shares.