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Questions and Answers on Voting and Proxies

1. Who can I call if I have questions about the information contained in this Management Proxy Circular or require assistance in completing my proxy form?
Georgeson Shareholder Communications Canada, Inc., the Corporation's proxy solicitation agent, at 1-866-425-8527, for service in English and in French.
2. Who is soliciting my proxy?
The management of the Corporation. Solicitation of proxies will be primarily by mail, supplemented by telephone or other contact by employees of the Corporation (who will receive no additional compensation), and all such costs will be borne by the Corporation. We have retained the services of Georgeson for the solicitation of proxies in Canada and in the United States. Georgeson’s services are estimated to cost $28,000.
3. On what am I voting?
Four items:
  (1)  the election of directors;
  (2)  the appointment of auditors;
  (3)  a resolution authorizing the Corporation to implement a new performance option plan; and
  (4)  an advisory vote on executive compensation.
  The Corporation's Board of Directors and management recommend that you vote FOR items (1), (2), (3) and (4).
4. Who is entitled to vote?
  Common shareholders as at the close of business on March 11, 2010 (the “Record Date”) or their duly appointed representatives will be entitled to cast a vote.
  As at February 19, 2010, 296,099,375 common shares in the capital of the Corporation (the “Shares”) are entitled to be voted at the Meeting.
  To the knowledge of the Corporation's directors and officers, no person or company owns or exercises control or direction over more than 10% of the outstanding Shares.
5. By when must I vote?
  This will depend on the manner in which you will be voting:
  (1) If you are a Registered Shareholder planning to attend the Meeting and wish to vote your Shares in person at the Meeting, your vote will be taken and counted at the Meeting.
  (2) If you are a Registered Shareholder and voting using the proxy form, your proxy form should be received at the Toronto office of CIBC Mellon Trust Company by mail or facsimile prior to the commencement of the Meeting, or hand–delivered at the registration table on the day of the Meeting prior to the commencement of the Meeting.
  (3) If you are a Registered Shareholder and voting your proxy by telephone or Internet, your vote should be received by CIBC Mellon Trust Company no later than 11:00 p.m. (Saskatoon time) on Tuesday May 4, 2010.
  (4) If you are a Non–Registered (or beneficial) Shareholder and wish to attend the Meeting or vote by proxy, you should refer to Item 11.
  Please note that Items 6 to 10 below are only applicable to Registered Shareholders. Non–Registered (or beneficial) Shareholders should refer to Item 11 for further information on voting.
6. How do I vote if I am a Registered Shareholder?
  You are a Registered Shareholder if your name appears on your share certificate. The enclosed proxy form indicates whether you are a Registered Shareholder.
  You can vote your Shares by proxy or in person at the Meeting if you are a Registered Shareholder:
  (1)  By Proxy
    There are four ways that you can vote by proxy:
    (a) By Telephone
  Call 1–866–271–1207 from your touch–tone phone and follow the instructions (only available to Registered Shareholders resident in Canada or the United States).
  You will need the control number located on the enclosed proxy form. You do not need to return your proxy form.
  (b)  On the Internet
  Go to www.eproxyvoting.com/potash and follow the instructions on screen.
  You will need the control number located on the enclosed proxy form. You do not need to return your proxy form.
  At any time, CIBC Mellon may cease to provide telephone and Internet voting, in which case shareholders can elect to vote by mail, by fax or by attending the Meeting in person, as described below.
  (c)  By Mail
  By completing, dating and signing the enclosed proxy form and returning same in the envelope provided.
  (d) By Fax
  By completing, dating and signing the enclosed proxy form and forwarding same by fax to 1–866–781–3111 (toll–free within Canada and the United States) or 1–416–368–2502 (from any country other than Canada and the United States).
  If your Shares are not registered in your name (e.g. if they are held through a bank, trust company, securities broker or other nominee), do not use the above fax number as it is reserved for Registered Shareholders. Instead, use the fax numbers, if any, provided by your nominee. See Item 11(1).
  (2) By Attending the Meeting in Person
  If you wish to vote in person at the Meeting, do not complete or return the proxy form.
7. What if I sign the proxy form as described in this Management Proxy Circular?
  Signing the proxy form gives authority to Mr. Dallas J. Howe, Mr. William J. Doyle, Mr. Wayne R. Brownlee or Mr. Joseph A. Podwika, all of whom are either directors or officers of the Corporation, to vote your Shares at the Meeting in accordance with your voting instructions.
  A proxy must be in writing and must be executed by you or by your attorney authorized in writing or, if the shareholder is a corporation or other legal entity, by an officer or attorney thereof duly authorized. A proxy may also be completed over the telephone or over the Internet. See Items 6(1)(a) and (b).
8. Can I appoint someone other than these people to vote my Shares?
  Yes. You have the right to appoint some other person of your choice, who need not be a shareholder, to attend and act on your behalf at the Meeting. If you wish to do so, please strike out those four printed names appearing on the proxy form, and insert the name of your chosen proxyholder in the space provided thereon.
  You cannot appoint a person to vote your Shares other than our directors or officers whose printed names appear on the proxy form if you decide to vote by telephone or Internet.
  It is important to ensure that any other person you appoint is attending the Meeting and is aware that his or her appointment has been made to vote your Shares.
9. How will my Shares be voted if I vote by proxy?
  The persons named in the proxy form must vote or withhold from voting your Shares in accordance with your instructions on the proxy form. In the absence of such instructions, however, your Shares will be voted FOR the election to the Corporation's Board of Directors of the nominees as described in this Management Proxy Circular and on the proxy form, FOR the appointment of Deloitte & Touche LLP as auditors until the close of the next annual meeting, FOR the resolution authorizing the Corporation to implement a new performance option plan, FOR the resolution relating to the advisory vote on executive compensation and FOR management's proposals generally.
10. If I change my mind, can I take back my proxy once I have given it?
  Yes. A shareholder who has voted by proxy may revoke it by voting again in any manner (telephone, Internet, mail or fax). In addition, you may revoke a voted proxy by depositing an instrument in writing (which includes another proxy form with a later date) executed by you or by your attorney authorized in writing with our Corporate Secretary at Suite 500, 122 — 1st Avenue South, Saskatoon, Saskatchewan, Canada, S7K 7G3, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment or postponement thereof or by depositing it with the Meeting chair on the day of the Meeting, or any adjournment or postponement thereof. You may also revoke a proxy in any other manner permitted by law.
  Note that your participation in person in a vote by ballot at the Meeting will automatically revoke any proxy previously given by you in respect of business covered by that vote.
11. How do I vote if I am a Non–Registered (or beneficial) Shareholder?
  You are a Non-Registered (or beneficial) Shareholder if your Shares are held through a bank, trust company, securities broker or other nominee.
  For most of you, the proxy form or the request for voting instructions sent or to be sent by your nominee indicates whether you are a Non–Registered (or beneficial) Shareholder.
  There are two ways that you can vote your Shares if you are a Non–Registered (or beneficial) Shareholder:
  (1) By Providing Voting Instructions to Your Nominee
  Your nominee is required to seek voting instructions from you in advance of the Meeting. Accordingly, you will receive, or have already received, from your nominee either a request for voting instructions or a proxy form for the number of Shares you hold.
  Every nominee has its own procedures which should be carefully followed by Non–Registered (or beneficial) Shareholders to ensure that their Shares are voted at the Meeting. These procedures generally allow voting by telephone, on the Internet, by mail or by fax. Please contact your nominee for instructions in this regard.
  If your Shares are not registered in your name, do not use the fax number in 6(d) as this number is reserved for Registered Shareholders.
  (2) By Attending the Meeting in Person
  If you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or proxy form to appoint yourself as proxyholder and follow the instructions of your nominee.
  Non–Registered (or beneficial) Shareholders who instruct their nominee to appoint themselves as proxyholders should, at the Meeting, present themselves to a representative of CIBC Mellon at the table identified as “Beneficial Shareholders”. Do not otherwise complete the form sent to you as your vote will be taken and counted at the Meeting.
12. What if amendments are made to these matters or if other matters are brought before the Meeting?
  The person named in the proxy form has discretionary authority with respect to amendments or variations to matters identified in the Notice of the Meeting and to other matters which may properly come before the Meeting.
  As of the date of this Management Proxy Circular, our management knows of no such amendment, variation or other matter expected to come before the Meeting. If any other matters properly come before the Meeting, the persons named in the proxy form will vote on them in accordance with their best judgment.
13. How will the votes be counted?
  All matters to be considered at the Meeting will each be determined by a majority of votes cast at the Meeting by proxy or in person. In the event of equal votes, the Meeting chair is entitled to a second or casting vote.
14. How can I contact the transfer agent?
  You can contact the transfer agent as follows:
  By mail:
CIBC Mellon Trust Company
P.O. Box 7010
Adelaide Street Postal Station
Toronto, Ontario, Canada M5C 2W9
  By telephone:
1–800–387–0825 (toll–free within Canada and the United States)
or 1–416–643–5500 (from any country other than Canada and the United States)
  By fax:
1–416–643–5501 (all countries)
  Through the internet:

Except as otherwise stated, the information contained herein is given as of February 19, 2010.
Unless otherwise specified, all dollar amounts are expressed in United States dollars.

© PotashCorp