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Notice of Annual and Special Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the “Meeting”) of shareholders of Potash Corporation of Saskatchewan Inc. (the “Corporation”), a corporation organized under the laws of Canada, will be held on:

May 6, 2010
10:30 a.m. (local time)
Grand Salon, TCU Place
35 – 22nd Street East
Saskatoon, Saskatchewan, Canada

for the following purposes:

  1. to receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2009 and the report of the auditors thereon;
  2. to elect the Board of Directors for 2010;
  3. to appoint auditors for 2010;
  4. to consider and, if deemed appropriate, adopt, with or without variation, a resolution (the full text of which is reproduced in Appendix B to the accompanying Management Proxy Circular) authorizing the Corporation to implement a new performance option plan, which is attached as Appendix C to the accompanying Management Proxy Circular;
  5. to consider and approve, on an advisory basis, a resolution (the full text of which is reproduced in Appendix D to the accompanying Management Proxy Circular) accepting the Corporation's approach to executive compensation; and
  6. to transact such other business as may properly come before the Meeting or any adjournments thereof.

DATED at Saskatoon, Saskatchewan this 19th day of February, 2010.

BY ORDER OF THE BOARD OF DIRECTORS

JOSEPH A. PODWIKA
Secretary

POTASH CORPORATION OF SASKATCHEWAN INC.
SUITE 500, 122 — 1ST AVENUE SOUTH, SASKATOON, SK CANADA S7K 7G3

© PotashCorp