UNITED STATES DISTRICT COURT NORTHERN …classaction.kccllc.net/Documents/PTL0001/Declaration of Eric Robin...united states district court ... declaration of eric robin in support

1 Declaration of Eric Robin In Supp. Of Mot. For Final Approval Of Class Settlement With Defendants Agruim,

Mosaic, and PCS, and Plan of Allocation

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS

IN RE: POTASH ANTITRUST LITIGATION (II)

MDL Docket No. 1996 Civil No. 1:08-cv-06910 Hon. Ruben Castillo

THIS DOCUMENT APPLIES TO: ALL DIRECT PURCHASER CLASS ACTIONS

DECLARATION OF ERIC ROBIN IN SUPPORT OF MOTION FOR

FINAL APPROVAL OF CLASS SETTLEMENT WITH DEFENDANTS AGRIUM, MOSAIC, AND PCS, AND PLAN OF ALLOCATION

I, ERIC ROBIN, declare:

1. I am a Consultant at Kurtzman Carson Consultants LLC (“KCC”), located at

75 Rowland Way, Suite 250, Novato, California. I am over 21 years of age and am not a party to

this action. I have personal knowledge of the facts set forth herein and, if called as a witness,

could and would testify competently thereto.

2. The purpose of this declaration is to provide the Parties and the Court with a

summary and the results of the work performed by KCC related to the Notice Procedures for the

In Re: Potash Antitrust Litigation settlement following the Preliminary Approval of Direct

Purchaser Plaintiffs’ proposed settlement with the Agrium, Mosaic, and PCS Defendants.

3. KCC was retained to, among other tasks, mail the Notice of Proposed Settlement

in Class Action (the “North American Settlement Notice”) and Proof of Claim Form (the “Claim

Form”), and to publish the North American Settlement Summary Notice. Copies of the North

American Settlement Notice, the Claim Form and North American Settlement Summary Notice

are attached hereto as Exhibits A, B and C, respectively.

Case: 1:08-cv-06910 Document #: 581-3 Filed: 06/05/13 Page 1 of 8 PageID #:9236



4. On or before December 31, 2012, KCC received from all Defendants a

computerized list of 9,258 names and addresses, characterized as the Class Member List, i.e., all

persons and entities (excluding government entities) who purchased potash in the United States

directly from one or more of the Defendants listed below between July 1, 2003 and January 30,

2013.

• Agrium, Inc. • Agrium U.S., Inc. • The Mosaic Company • Mosaic Crop Nutrition, LLC

(n/k/a MOS Holdings Inc.) • Potash Corporation of Saskatchewan Inc.

• PCS Sales (USA), Inc. • JSC Uralkali • JSC Silvinit • JSC Belarusian Potash Company • JSC International Potash Company • BPC Chicago L.L.C.

5. On or before December 31, 2012, I caused the addresses in the Class Member List

to be updated using the National Change of Address system, which updates addresses for all

people who had moved during the previous four years and filed a change of address with the

U.S. Postal Service. New addresses were found for 161 Class Members. The Class Member List

was updated with these new addresses.

6. Of the 9,258 name and address records received from Defendants, KCC identified

4,191 records that were duplicative of another record in the Class Member List. Per Counsel’s

request these records were removed from the Class Member List, resulting in 5,067 names and

addresses remaining on the Class Member List. Additionally, KCC identified 986 records that

did not have a mailing address. KCC conducted address searches using credit and other public

source databases to locate new addresses for 523 of these Class Members. The Class Member

List was updated with these new addresses. KCC was unable to obtain new addresses for 463

records on the Class Member List. During the administration of the settlement regarding

Defendants JSC Uralkali & JSC Silvinit, KCC was contacted by 11 previously unidentified Class

Members. These records were added to the Class Member List.




7. Of the 5,078 names and addresses on the Class Member List, 867 Class Members

had one or more records in the Class Member List with different addresses. This resulted in

4,211 unique Class Members remaining on the Class Member List.

8. On or before January 11, 2013, I caused a toll-free telephone number to be

established, and the staff members of the KCC Call Center to be trained in the details of this

settlement, so that they could provide information about filling out the Claim Form and receive

requests for Notices and Claim Forms. KCC has had telephone operators available to answer

class members’ questions.

9. On January 11, 2013, I caused a website to be established (www.potashantitrust-

classaction.com). The website contains the Settlement Agreement(s), Class Notice(s), and

information relating to filing a claim, opting out of the Settlement, objecting to the Settlement,

deadlines relating to the Settlement, Frequently Asked Questions and other information relevant

to the Settlement. Additionally, the Settlement Website contains an electronic Claim Form to

allow on-line submissions of claims as well as a Claim Form which can be downloaded, printed

and mailed to the Settlement Administrator.

10. On January 11, 2013, I caused the following documents to be added to the website

for the JSC Uralkali & JSC Silvinit Settlement (www.potashantitrust-

classaction.com):

a. the Direct Purchaser Plaintiffs’ Motion to Preliminarily Approve

Settlement with Defendants JSC Uralkali and JSC Silvinit and to

Conditionally Certify Settlement Class and Approve Class Notice

Program;


http://www.potashantitrust-classaction.com/






b. the Declaration of Bruce L. Simon in Support of Motion for Preliminary

Approval of Settlement with Defendants JSC Uralkali and JSC Silvinit

and to Conditionally Certify Settlement Class and Approve Class Notice

Program;

c. the Declaration of Patrick M. Passarella;

d. the Order Preliminarily Approving Proposed Settlement and Certifying

Settlement Class and Approving Class Notice Program; and

e. the Settlement Agreement.

11. On February 22, 2013, I caused the following documents to be added to the

website for the Agrium, Mosaic, and PCS Settlement (www.potashantitrust-

classaction.com):

a. the Direct Purchaser Plaintiffs' Motion to Preliminarily Approve the

Settlement with the Agrium, Mosaic and PCS Defendants and to Approve

Class Notice Program;

b. the Declaration of Bruce L. Simon in Support of Direct Purchaser

Plaintiffs' Motion to Preliminarily Approve Settlement with the Agrium,

Mosaic and PCS Defendants and to Approve Class Notice Program;

c. the Declaration of Patrick Passarella;

d. the Order Granting Preliminary Approval of Proposed Settlement,

Certifying Settlement Class and Approving Class Notice Program; and

e. the Settlement Agreement.

12. On or before March 1, 2013, I caused the North American Settlement Notice to be

printed, and each of the names and addresses of the Class Members to be printed on Claim






Forms. I then caused a North American Settlement Notice and Claim Form to be inserted into a

window envelope along with a return envelope for each Class Member (the “ North American

Settlement Notice Packets”).

13. On or before March 1, 2013, I caused the North American Summary Notice to be

published in Ag Ads (February 20, 2013), AG Professional (March 2013), and CropLife (April

2013) shown in Exhibit D attached hereto.

14. On March 1, 2013, I caused the 4,624 North American Notice Packets to be

mailed by First Class postage at the U.S. Post Office in Petaluma, California. There were

multiple Class Members for whom KCC had multiple addresses. KCC was unable to determine

which address was valid. Per Counsel’s request, KCC mailed to all address variations. This

accounts for the difference between the 4,211 unique Class Members referenced in paragraph 7

and the 4,624 to whom North American Notice Packets were mailed.

15. During the period March 1, 2013 through May 31, 2013, nine North American

Settlement Notice Packets were returned to KCC by the U.S. Postal Service with forwarding

addresses. I caused the Class Member List to be updated with the new addresses and North

American Settlement Notice Packets to be re-mailed to the Class Members at each of these new

addresses.

16. During the period March 1, 2013 through May 31, 2013, 444 North American

Settlement Notice Packets were returned to KCC by the U.S. Postal Service without forwarding

addresses. 250 Records were searched during the administration of the settlement regarding

Defendants JSC Uralkali & JSC Silvinit and 132 Class Members were part of the 986 records

(see paragraph 6) that did not have a mailing address in the original Class Member List. As a

result, these records were not searched again. KCC conducted address searches using credit and




other public source databases to locate new addresses for 62 of these Class Members. Of the 62

Class Members searched, new addresses were found for nine of them and no new addresses were

found for 53 of them. The Class Member List was updated with these new addresses and North

American Settlement Notice Packets were re-mailed to these nine Class Members using the new

addresses.

17. Of the nine Class Members with newly found addresses, one was returned by the

U.S. Postal Service once more without a forwarding address. This address was not searched

again.

18. Altogether, there are 436 Class Members with known bad addresses (382 which

were searched prior to the initial mailing and were returned, one mailed, returned, searched, re-

mailed and returned once more by the U.S. Postal Service a second time and 53 searched without

a new address being found).

19. As of the date of this declaration, 87 calls have been handled by the KCC Call

Center. Of these callers, eleven requested a North American Settlement Notice Packet. Of the

North American Settlement Notice Packet requests, seven were from individuals who are not in

the Class Member List. These individuals were added to the Class Member List, with an

indicator that they were not in the original Class Member List. All North American Settlement

Notice Packet requests have been fulfilled.

20. On May 2, 2013, I caused the following documents to be added to the website

(www.potashantitrust-classaction.com):

a. the Direct Purchaser Plaintiffs’ Motion for an Award of Attorneys’ Fees,

Reimbursement of Expenses, and Class Representative Incentive Awards;





b. the Declaration of Co-Lead Counsel W. Joseph Bruckner in Support of

Direct Purchaser Plaintiffs’ Motion for an Award of Attorneys’ Fees,

Reimbursement of Expenses, and Class Representative Incentive Awards;

c. the Declaration of Bruce L. Simon in Support of Direct Purchaser

Plaintiffs’ Motion for an Award of Attorneys’ Fees, Reimbursement of

Expenses, and Class Representative Incentive Awards; and

d. the Direct Purchaser Plaintiffs’ Motion for Leave to File a Brief in Excess

of 15 Pages.

21. On May 23, 2013, I caused the following documents to be added to the website

for the JSC Uralkali & JSC Silvinit Settlement (www.potashantitrust-

classaction.com):

a. the Notice of Motion;

b. the Direct Purchaser Plaintiffs’ Motion for Final Approval of Settlement

with the JSC Uralkali and JSC Silvinit Defendants;

c. the Memorandum of Points and Authorities in Support of Direct

Purchasers Plaintiffs’ Motion for Final Approval of Settlement with the

JSC Uralkali and JSC Silvinit Defendants;

d. the Declaration of Eric Robin in Support of Motion for Final Approval of

Settlement with the JSC Uralkali and JSC Silvinit Defendants; and

e. the Declaration of Bruce L. Simon in Support of Direct Purchaser

Plaintiffs’ Motion for Final Approval of Settlement with the JSC Uralkali

and JSC Silvinit Defendants.

22. As of the date of this declaration, KCC has received three Requests for Exclusion






from the Agrium, Mosaic, and PCS Settlement. (Two of the requests were from corporations

affiliated with each other).

23. As of the date of this declaration, KCC has received no Objections to either

Settlement; to Direct Purchaser Plaintiffs’ Class Counsel’s motion for an award of attorneys’

fees, reimbursement of expenses, and class representative incentive awards; or to any other

aspect of this litigation.

24. As of the date of this declaration, we have received 115 Claim Forms from Class

Members. The claims period does not end until August 1, 2013, however, and timely claims

continue to be submitted.

25. KCC was also retained to maintain the escrow account for both settlements in this

case. On February 19, 2013, per section 7 of the North American Settlement Agreement, the

North American Settling Defendants (Agrium, PCS, and Mosaic) deposited $80,000,000.00 into

the Escrow Account. On February 26, 2013, per section 15 of the Russian Settlement

Agreement, $10,000,000.00 was deposited into the Escrow account on behalf of the Russian

Settling Defendants.

I declare under penalty of perjury pursuant to the laws of the United States that the foregoing is

true and correct to the best of my knowledge and that this declaration was executed this 5 day of

June 2013 at Novato, California.

s/Eric Robin

Eric Robin


Exhibit A


QUESTIONS? CALL U.S. (TOLL-FREE) 1-866-482-4786; INTERNATIONAL (TOLL) 1-781-575-4382; EMAIL AT [email protected]; OR VISIT WWW.POTASHANTITRUST-CLASSACTION.COM

PTL_NOT_II_130219

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS

IN RE POTASH ANTITRUST ) MDL Dkt. No. 1996 LITIGATION (II) ) ---------------------------------------------------- ) No. 1:08-CV-6910 THIS DOCUMENT RELATES TO ALL ) DIRECT PURCHASER ACTIONS ) Hon. Ruben Castillo

NOTICE OF PROPOSED SETTLEMENT IN CLASS ACTION TO: ALL PERSONS AND ENTITIES (EXCLUDING GOVERNMENT ENTITIES) WHO PURCHASED

POTASH IN THE UNITED STATES DIRECTLY FROM ONE OR MORE DEFENDANTS LISTED BELOW BETWEEN JULY 1, 2003 AND JANUARY 30, 2013:

Agrium, Inc. Agrium U.S., Inc. The Mosaic Company Mosaic Crop Nutrition, LLC Potash Corporation of Saskatchewan Inc. PCS Sales (USA), Inc.

JSC Uralkali JSC Silvinit JSC Belarusian Potash Company (n/k/a

MOS Holdings Inc.) JSC International Potash Company BPC Chicago L.L.C.

A Federal Court authorized this notice. This is not a solicitation from a lawyer.

A new settlement has been reached in a class action lawsuit involving potash. Previously, you were sent a notice

regarding a partial settlement with Defendants JSC Uralkali and JSC Silvinit (and their affiliates, JSC Belarusian Potash Company, BPC Chicago L.L.C., and JSC International Potash Company). This notice pertains to a subsequent settlement with the remaining Defendants in this case.

The lawsuit alleges that the companies included in this Settlement, called Settling Defendants, conspired with

other potash producing companies to fix prices for potash. Plaintiffs allege that Defendants agreed to restrict their output or sales and increase the prices they charged for potash they sold.

The Settling Defendants (identified in Question 1 below) deny they did anything wrong. They have asserted a

number of defenses but have nevertheless agreed to settle to avoid the cost and risk of trial. If you bought potash in the U.S. directly from one or more of the Defendants (defined in Question 1) between

July 1, 2003 and January 30, 2013, you could be a Settlement Class Member (discussed in Questions 1, 3, and 5). Your legal rights will be affected whether you act or you don’t act. This notice includes information on the

Settlement and the litigation. Please read the entire notice carefully.

WHAT ARE MY OPTIONS DO NOTHING You do not have to take any action now to remain part of the litigation.

SUBMIT A CLAIM FORM If you wish to make a claim against the Settlement Fund, you will need to file a claim by August 1, 2013 in order to receive money from the settlements. (See Question 9.)

OBJECT Write to the Court if you do not like the Settlement. (See Question 17.)

GO TO THE COURT’S HEARING If you submit an objection, you may also speak at the hearing about your objection. (See Question 21.)

EXCLUDE YOURSELF Exclude yourself from this Settlement. (See Question 11.)



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The Court in charge of this case has preliminarily approved the Settlement but still has to decide whether to finally approve the Settlement. If the Court grants final approval of the Settlement, then a settlement fund (the “Settlement Fund”) will be established that will be distributed as described below, or as ordered by the Court.

TABLE OF CONTENTS — WHAT THIS NOTICE CONTAINS

BASIC INFORMATION…………………………………………………………………………………... 2

WHO IS IN THE SETTLEMENT?............................................................................................................... 3

THE SETTLEMENT’S BENEFITS……………………………………………………………………….. 4

EXCLUDING YOURSELF FROM THE SETTLEMENT………………………………………………... 5

THE LAWYERS REPRESENTING YOU……………………………………………………………….... 6

OBJECTING TO THE SETTLEMENT…………………………………………………………………… 7

THE COURT’S FINAL APPROVAL HEARING………………………………………………………… 8

ADDITIONAL INFORMATION………………………………………………………………………….. 8

BASIC INFORMATION 1. What is this lawsuit about?

Certain potash suppliers (“Defendants”) in Canada, the United States, Russia and Belarus were sued by several businesses (“Plaintiffs”) who allege that Defendants conspired and agreed, in violation of the antitrust laws of the United States, to restrict the supply and raise or “fix” the prices for potash sold in the United States between July 1, 2003 and the present. The complaint describes how the Defendants and Co-Conspirators allegedly violated the U.S. antitrust laws by establishing a global cartel that set artificially high prices for—and restricted the supply of—potash. Defendants deny Plaintiffs’ allegations. The Court has not decided who is right.

Two of the Defendants the Plaintiffs sued, JSC Uralkali and the company formerly known as JSC Silvinit, previously agreed to settle the lawsuit. JSC Uralkali and JSC Silvinit sold much of their potash through Defendants JSC Belarusian Potash Company and BPC Chicago L.L.C. (collectively “BPC”) and JSC International Potash Company (“IPC”). These five companies are called “Russian/Belarusian Defendants.” That previous settlement, if given final approval by the Court, will release claims against the Russian/Belarusian Defendants.

The remaining Defendants—Agrium, Inc., Agrium U.S., Inc., The Mosaic Company (n/k/a MOS Holdings, Inc.), Mosaic Crop Nutrition, LLC, Potash Corporation of Saskatchewan Inc., and PCS Sales (USA), Inc.—have now agreed to settle the lawsuit. These companies are called the “Settling Defendants.” The Russian/Belarusian Defendants and the Settling Defendants together are “the Defendants.”

The Settling Defendants deny they have done anything wrong. The Settling Defendants have asserted a number of defenses but have agreed to settle to avoid the cost and risk of trial.

Multiple lawsuits were consolidated into one lawsuit in the United States District Court for the Northern District of Illinois. The case is called In re Potash Antitrust Litigation (II) (sometimes also called Minn-Chem, Inc. et al. v. Agrium Inc. et al.), and the court’s file number is No. 1:08-cv-6910, MDL No. 1996.

2. What is the difference between a Direct Purchaser and an Indirect Purchaser?

This notice and the proposed Settlement it describes refer to the case filed on behalf of people and businesses which purchased potash directly from Settling Defendants or their affiliates, or from a Russian/Belarusian Defendant. There is a separate case involving indirect purchasers of potash—those who purchased potash from an intermediary such as a distributor, wholesaler or retailer who is not a named Defendant—and those purchasers are not included in this Settlement.



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You could be a member of both the direct purchaser class and the indirect purchaser class, and you might qualify to receive payment from both settlements. It depends on from whom you purchased potash between July 1, 2003 and January 30, 2013. However, you cannot collect twice for the same purchase, so if you make a claim in the direct case, you cannot make a claim for the same purchase in the indirect case. Similarly, if you make a claim in the indirect case, you cannot make a claim for the same purchase in the direct case.

3. Why is this a class action?

In a class action, one or more people or businesses, called class representatives, sue on behalf of themselves and others who have similar claims. All of those who have claims similar to the class representatives are Class Members, except for those who are excluded or who exclude themselves from the class (see Question 11). In this Direct Purchaser case, Gage’s Fertilizer & Grain, Inc., Kraft Chemical Company, Minn-Chem, Inc., Shannon D. Flinn, Thomasville Feed & Seed, Inc., and Westside Forestry Services, Inc. d/b/a Signature Lawn Care are the Class Representatives. The Court has certified a Settlement Class (see Question 5) and appointed Co-Lead Class Counsel and Liaison Counsel for the Settlement Class.

4. Why is there a Settlement?

There has not yet been a determination of the merits of this case. Class Counsel have investigated the facts and law regarding the Class Representatives’ claims and the Settling Defendants’ defenses. The parties engaged in lengthy, detailed negotiations to reach this Settlement. The Class Representatives and Class Counsel recommend the Settlement as being in the best interests of the Settlement Class Members.

WHO IS IN THE SETTLEMENT?

5. How do I know if I am part of the Settlement?

You are included in the Direct Purchasers’ Settlement (as a Settlement Class Member) if you purchased potash in the United States directly from one or more of the Settling Defendants, or from Defendants JSC Uralkali or JSC Silvinit or their affiliates including JSC Belarusian Potash Company, BPC Chicago L.L.C. and JSC International Potash Company, between July 1, 2003 and January 30, 2013.

A Direct Purchaser is a person or business who bought potash directly from one or more of any of the Defendants as opposed to buying from an intermediary (such as a distributor). An indirect purchaser is someone who purchased potash through an intermediary such as a distributor, wholesaler or retailer who is not a named Defendant.

Businesses or individuals may be Settlement Class Members, as long as he, she or it made a qualifying purchase of potash.

You are not a member of the Settlement Class, even if you meet the above criteria, if you are a government entity, one of the Defendants, or their parent companies, subsidiaries or affiliates. You are not a member of the Settlement Class if you are one of the judges or justices assigned to hear any aspect of the case.

6. What is potash?

Potash, a mineral or chemical salt that contains potassium, is a key agricultural fertilizer that farmers use to help crops fight disease and enhance crop yields. Potash is mined from naturally occurring ore deposits, concentrated in certain parts of the world. While its main use is in fertilizing, people and companies also use potash in metal plating and production of glass, ceramics, soaps, and animal feed supplements.

7. I'm still not sure if I’m a Settlement Class Member.

If you are still not sure whether you are a member of the Settlement Class, you can call 1-866-482-4786 or visit www.potashantitrust-classaction.com.



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THE SETTLEMENT’S BENEFITS

8. What does the Settlement provide?

The Settling Defendants have agreed to pay $80 million for the benefit of the Class. This money will be put into the Settlement Fund that will be distributed as described below. (See Question 9.)

Although it is fairly common for settlements in class actions to include a provision that allows defendants to terminate the settlement if there are a significant number of people who opt out of the settlement, there is no such provision in this Settlement.

9. How do I submit a claim for Benefits from the Settlement?

If you wish to receive a payment from the Settlement Fund you must complete a claim form. A claim form is enclosed with this notice. Claim forms must be filed by August 1, 2013. If you wish to file a claim online, go to www.potashantitrust-classaction.com. You may instead mail your claim form to the Claims Administrator at the following address:

Potash Antitrust Case Claims Administrator

c/o KCC Class Action Services P.O. Box 6177

Novato, CA, 94948-6177

If you have any questions, please call the Claims Administrator at 1-866-482-4786. Class Members outside of the U.S. may reach the Claims Administrator at 1-781-575-4382.

Please preserve and keep all documentation you have about purchasing potash during the relevant dates in case such documentation is requested by the Claims Administrator.

Settlement Class Members who submit valid and timely claim forms will be entitled to receive a cash payment. The Direct Purchaser Plaintiffs must propose, and the Court must approve, a plan to distribute the Settlement Fund. This plan is called a “plan of allocation.” A plan of allocation will be submitted to the Court by Class Counsel on or before June 5, 2013, the date by which Class Counsel also will file a motion for final approval of this Settlement with the Court. The plan of allocation has not yet been determined. However, it is common for the plan of allocation to be on a pro-rata basis in cases such as this, which means that the ratio between the amount of qualified claims and total settlements will determine the amount that qualified claimants receive. When the Court approves a plan of allocation, it will be posted on the website for this case (www.potashantitrust-classaction.com).

10. What am I giving up to remain in the Class?

If the Settlement becomes final, you will give up your right to sue the Settling Defendants and the other Released Parties about the claims being resolved by this Settlement. The specific claims you are giving up against the Settling Defendants and their affiliates are described in the Settlement Agreement. Unless you exclude yourself, you are “releasing” the claims, whether you submit a claim or not. In addition to the Settling Defendants, the other Released Parties include present and former direct and indirect parents, subsidiaries, divisions, affiliates, or associates (as defined in SEC Rule 12b-2 promulgated pursuant to the Securities Exchange Act of 1934) of any of the above; the present and former officers, directors, employees, agents, attorneys, insurers, servants, representatives, stockholders, and partners of any of the above entities (with respect to any conduct of any of the above entities); and the predecessors, heirs, executors, administrators, successors, and assigns of any of the above persons or entities.

The Settlement Agreement is available at www.potashantitrust-classaction.com. The specific claims you are releasing are described in paragraphs 14 and 15 of the Settlement Agreement.



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EXCLUDING YOURSELF FROM THE SETTLEMENT

If you don’t want to be eligible for benefits from the Settlement, and you want to keep the right to sue or to continue to sue the Settling Defendants on your own about the legal issues in this case, then you must take steps to get out of the Settlement. This is called excluding yourself from or “opting out” of the Class.

11. How do I exclude myself from the Class?

To exclude yourself from the Settlement, you must send a letter to the Claims Administrator, Class Counsel, and counsel for the Settling Defendants that includes the following: Your name, address, and telephone number. All trade names or business names and addresses used by you or your business, as well as any parents,

subsidiaries, or affiliates that directly purchased potash from any of the Defendants at any time during the period from July 1, 2003 to January 30, 2013.

The case name In re Potash Antitrust Litigation (II), MDL Docket No. 1996 (N.D. Ill.). A signed statement that, “I/we hereby request that I/we be excluded from the proposed Settlement with the

Agrium, Mosaic, and PCS Defendants in In re Potash Antitrust Litigation (II), MDL Docket No. 1996 (N.D. Ill.). You must mail your exclusion request, postmarked no later than May 22, 2013, to:

Claims Administrator: POTASH ANTITRUST CASE CLAIMS ADMINISTRATOR c/o KCC Class Action Services P.O. Box 6177 Novato, CA 94948-6177 CLERK OF THE COURT United States District Court for the Northern District of Illinois Everett McKinley Dirksen Courthouse 219 South Dearborn Street Chicago, IL 60606

Co-Lead Class Counsel: LOCKRIDGE GRINDAL NAUEN P.L.L.P. Attn: W. Joseph Bruckner 100 Washington Avenue South, Suite 2200 Minneapolis, MN 55401-2179 Telephone: (612) 339-6900 Facsimile: (612) 339-0981

Counsel for the Settling Defendants: O’MELVENY & MYERS LLP Attn: James M. Pearl 1999 Avenue of the Stars, Ste. 700 Los Angeles, CA 90067 Telephone: (310) 553-6700 Facsimile: (310) 246-6779 MAYER BROWN LLP Attn: Britt M. Miller 71 South Wacker Drive Chicago, IL 60606 Telephone: (312) 782-0600 Facsimile: (312) 701-7711 JONES DAY Attn: Michael Sennett 77 West Wacker Drive Chicago, IL 60601-1692 Telephone: (312) 782-3939 Facsimile: (312) 782-8585

Co-Lead Class Counsel: PEARSON, SIMON, WARSHAW & PENNY, LLP Attn: Bruce L. Simon 44 Montgomery Street, Suite 2450 San Francisco, CA 94104 Telephone: (415) 433-9000 Facsimile: (415) 433-9008



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12. If I don’t exclude myself, can I sue the Defendants for the same thing later?

No. Unless you exclude yourself, you give up the right to sue the Settling Defendants about the issues in this lawsuit. You give up this right even if you don’t submit a claim form and receive the benefits of the Settlement. You must exclude yourself from the Class in order to sue a Settling Defendant separately. (But see Questions 13 and 14.) You will have no right to object to the Settlement if you exclude yourself from the Settlement Class.

13. If I exclude myself from the Settlement, can I still get benefits from the Settlement?

No. You will not get any benefits from the Settlement if you exclude yourself from the Settlement. 14. If I exclude myself from the Settlement, can I change my mind later?

No. You may not participate in this Settlement if you exclude yourself from this Settlement.

THE LAWYERS REPRESENTING YOU 15. Do I have a lawyer in this case?

The Court has appointed the firms and lawyers listed below as Co-Lead Class Counsel and Liaison Counsel in this case:

Co-Lead Class Counsel: Co-Lead Class Counsel:

LOCKRIDGE GRINDAL NAUEN P.L.L.P. Attn: W. Joseph Bruckner 100 Washington Avenue South, Suite 2200 Minneapolis, MN 55401-2179 Telephone: (612) 339-6900 Facsimile: (612) 339-0981

PEARSON, SIMON, WARSHAW & PENNY, LLP Attn: Bruce L. Simon 44 Montgomery Street, Suite 2450 San Francisco, CA 94104 Telephone: (415) 433-9000 Facsimile: (415) 433-9008

Direct Purchaser Liaison Counsel:

SEGAL MCCAMBRIDGE SINGER & MAHONEY, LTD Attn: Steven A. Hart

233 South Wacker Drive Sears Tower, Suite 5500

Chicago, IL 60606 Telephone: (312) 645-7800 Facsimile: (312) 645-7711

Class Counsel will represent you and other members of the Settlement Class. You will not be charged for these lawyers. Class Counsel will be paid by asking the Court for a share of the Settlement proceeds or recovery obtained. (See Question 16.) Class Counsel will also ask the Court to approve incentive awards for the Class Representatives (listed in Question 3) in an amount not to exceed $15,000 each for their time and effort in representing the Class Members in this litigation. If you want to be represented by your own lawyer, you may hire one at your own expense.

16. How will the lawyers be paid?

The Court will decide how much Class Counsel will be paid. On or before April 22, 2013, Class Counsel intend to file a fee petition and a request for reimbursement of expenses from the proceeds of this Settlement and the settlement with the Russian/Belarusian Defendants. At such time, Class Counsel will request attorneys’ fees not to exceed one-third of the Settlement Fund, plus interest, and reimbursement of reasonable litigation expenses. The Court will also decide whether to approve the incentive awards for the Class Representatives described in Question 15.



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OBJECTING TO THE SETTLEMENT 17. How do I tell the Court that I don’t like the Settlement?

If you are a member of the Class, and if you do not exclude yourself from the Class (see Question No. 11), you may object to all or part of the Settlement, the proposed plan of allocation, Class Counsel’s request for fees and expenses, the proposed incentive awards to the Class Representatives, or all four. To object, you must send a letter that includes the following: Your name, address, and telephone number. A statement saying that you object to the Direct Purchaser Settlement with the Agrium, Mosaic and PCS

Defendants in In re Potash Antitrust Litigation (II), MDL Docket No. 1996 (N.D. Ill.), and/or to the proposed plan of allocation, and/or to Class Counsel’s request for fees and expenses, and/or to the proposed incentive awards to the Class Representatives.

Proof of your membership in the Class, such as a copy of a receipt showing a direct purchase from a Defendant. The reasons you object along with any supporting materials, including any legal support and any evidence to

support your objection. Your signature.

You must mail your objection, postmarked no later than May 22, 2013, to each of the following addresses:

Claims Administrator: POTASH ANTITRUST CASE CLAIMS ADMINISTRATOR c/o KCC Class Action Services P.O. Box 6177 Novato, CA 94948-6177 CLERK OF THE COURT United States District Court for the Northern District of Illinois Everett McKinley Dirksen Courthouse 219 South Dearborn Street Chicago, IL 60606

Co-Lead Class Counsel: LOCKRIDGE GRINDAL NAUEN P.L.L.P. Attn: W. Joseph Bruckner 100 West Washington Avenue South, Suite 2200 Minneapolis, MN 55401-2179 Telephone: (612) 339-6900 Facsimile: (612) 339-0981

Counsel for the Settling Defendants: O’MELVENY & MYERS LLP Attn: James M. Pearl 1999 Avenue of the Stars, Ste. 700 Los Angeles, CA 90067 Telephone: (310) 553-6700 Facsimile: (310) 246-6779 MAYER BROWN LLP Attn: Britt M. Miller 71 South Wacker Drive Chicago, IL 60606 Telephone: (312) 782-0600 Facsimile: (312) 701-7711 JONES DAY Attn: Michael Sennett 77 West Wacker Drive Chicago, IL 60601-1692 Telephone: (312) 782-3939 Facsimile: (312)782-8585

Co-Lead Class Counsel: PEARSON, SIMON, WARSHAW & PENNY, LLP Attn: Bruce L. Simon 44 Montgomery Street., Suite 2450 San Francisco, CA 94104 Telephone: (415) 433-9000 Facsimile: (415) 433-9008



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If by this deadline you do not object to the Settlement, and/or to the proposed plan of allocation, and/or to Class Counsel’s request for fees and reimbursement of expenses, and/or to the proposed incentive awards to the Class Representatives, you will have waived your right to object at a later time.

18. What is the difference between objecting and excluding?

Objecting is simply telling the Court that you don’t like something about the Settlement. You can object to a Settlement only if you remain in the Settlement Class and do not exclude yourself from the Settlement. Excluding yourself from a Settlement is telling the Court that you don’t want to be a part of the Settlement or the Settlement Class. If you exclude yourself from a Settlement, you have no right to object to the Settlement because it no longer affects you.

THE COURT’S FINAL APPROVAL HEARING

19. When and where will the Court decide whether to approve the Settlement?

The Court will hold a Final Approval Hearing at 1:30 p.m. on June 12, 2013 at Courtroom 2141 in the Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, IL 60604. The hearing may be moved to a different date or time without additional notice, so please check www.potashantitrust-classaction.com for any schedule updates.

At this hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate, and whether to approve the plan of allocation. The Court will also consider Class Counsel’s request for attorneys’ fees and reimbursement of expenses, and the request for incentive awards for the Class Representatives. (See Questions 15 and 16.) If there are objections, the Court will consider them at that time.

After the hearing, the Court will decide whether to approve the Settlement. The Court’s decision may be appealed. We do not know how long these decisions will take. Please be patient.

20. Do I have to come to the hearing?

No. Class Counsel will answer questions the Court may have. But you may come at your own expense if you wish. If you send an objection, you don’t have to come to Court to talk about it. As long as you submitted your written objection on time, to the proper addresses, the Court may consider it. You may also pay your own lawyer to attend, but it’s not necessary. If you want your own lawyer instead of Class Counsel to speak on your behalf at the Final Approval Hearing, your lawyer must first file a “Notice of Appearance” with the Court. The Notice of Appearance should include your name, address, telephone number, your lawyer’s name, address, telephone number, and signature, and the name and number of the litigation (In re Potash Antitrust Litigation (II), MDL Docket No. 1996 (N.D. Ill.)). In the Notice of Appearance, your lawyer should state that he or she wishes to enter an appearance at the Fairness Hearing. The Notice of Appearance must be filed with the Clerk of the Court for the Northern District of Illinois by May 29, 2013, and served by that date on Counsel at the addresses listed above in Question 17.

21. May I speak at the hearing?

Yes. If you timely submitted an objection as outlined in Question 17, you may appear at the hearing, either on your own or through an attorney you hire (see Question 20), to present any evidence or argument that the Court decides is proper and relevant.

ADDITIONAL INFORMATION

22. How do I get more information?

This notice summarizes the proposed Settlement. More details are in the Settlement Agreement. You can get a copy of the Settlement Agreement at www.potashantitrust-classaction.com. The Settlement Agreement and other documents have been filed in the Court’s file on this case. You may also write with questions to Potash Antitrust Case Claims Administrator, c/o KCC Class Action Services, P.O. Box 6177, Novato, CA, 94948-6177, or call 1-866-482-4786.


Exhibit B



Name/Address Changes (if any):

First Name Last Name

Address,

City State Zip

*If you are changing the name, please provide supporting documentation.

Potash Antitrust Case Claims Administrator c/o KCC Class Action Services P.O. Box 6177 Novato, CA 94948-6177

PTL

«B��» Claim #: PTL-«ClaimID» «MailRec» «First1»«Last1» «Last2» «co» «Addr1» «Addr2» «City», «ST» «Zip» «Country»

PROOF OF CLAIM FORM

Your Claim Form must be postmarked or submitted online no later than August 1, 2013.

This Claim Form relates to In re Potash Antitrust Litigation (II), MDL No. 1996, No. 1:08-CV-6910, in the United States District Court for the Northern District of Illinois. In order to determine the amount of any distribution to which you may be entitled in the litigation, the Claims Administrator needs to determine the total amount of potash you purchased in the U.S. directly from one or more of the Defendants or their affiliates from July 1, 2003 through January 30, 2013.

This Claim Form may be submitted by first-class mail to the address in General Instruction No. 3 below, or it may be completed and submitted online at www.potashantitrust-classaction.com.

Please provide a summary of all potash that you have purchased in the United States directly from any of the below listed Defendants or their subsidiaries or affiliates during the period from July 1, 2003 through January 30, 2013. If you need additional space, please continue on additional pages, make a note of the same on this Claim Form, and submit your additional pages with this Claim Form. Please round the total purchase amount to the nearest dollar. Your claimed purchases must be verified by one or more of the Types of Supporting Documentation described in General Instruction No. 6 below. You need not submit your Supporting Documentation with your Claim Form, but you must save all such Supporting Documentation; you may be required to provide them later.

DEFENDANT AMOUNT

(July 1, 2003 through January 30, 2013)

JSC Uralkali, Uralkali Trading Co. (UTC), and Uralkali Trading Chicago (UKT) $

JSC Silvinit and JSC International Potash Company (IPC) $

JSC Belarusian Potash Company and BPC Chicago L.L.C. $

Agrium, Inc. and Agrium U.S., Inc. $

Potash Corporation of Saskatchewan, Inc. and PCS Sales (USA), Inc. $

The Mosaic Company (n/k/a/ MOS Holdings, Inc.) and Mosaic Crop Nutrition L.L.C. $

TOTAL $

PTL_POC_130221



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According to the terms of the Settlement, your share of the Net Settlement Fund will be determined by your proportionate share of all qualified purchases made by members of the Class who file valid and timely Claim Forms. The exact Claim Amount figure cannot be determined until all Claim Forms are collected and verified by the Claims Administrator.

There is a separate case and a separate settlement involving potash purchased indirectly from Defendants, and such indirect purchases are not included in this settlement. If you purchased potash both directly and indirectly, you could be a member of both the direct purchaser class and the indirect purchaser class, and you might qualify to receive payment from both settlements. You may receive a separate notice and Claim Form regarding the indirect purchaser case. However, you cannot collect twice for the same purchase, so if you make a claim for a particular purchase in this case (the direct case), you cannot make a claim for the same purchase in the indirect case.

SECTION A – Claimant Information

1. Name of person filing this Claim Form:

2. Title/Position:

3. Telephone #: - -

4. E-mail Address:

5. Any other names by which you/your firm has been known (including FEINs) during the period July 1, 2003 through January 30, 2013 (If you are known by more names than can fit below, please include with your claim a complete list of entity names and locations):

NAME ADDRESS

CITY STATE ZIP CODE FEIN

NAME ADDRESS


NAME ADDRESS


If you/your firm appeared in the Defendants’ records under other names or at different locations, you/your firm and related entities and locations may have received multiple Claim Forms. Each form is unique, and is represented by a unique Claim #.

If you received multiple Claim Forms and you wish to file for all purchases made by all of your/your firm’s names and locations, you must file all Claim Forms received. You may combine your claims into one claim, but you must mail all Claim Forms together and include a written request that clearly identifies the specific Claim #s that you wish to combine.



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SECTION B – Jurisdiction of the Court and Your Certification

By signing below, I hereby swear and affirm that:

(1) I have authority to submit this Claim Form;

(2) the information contained in this Claim Form and any attachments is true and accurate, based on records maintained by or otherwise available to me;

(3) I hereby submit to the jurisdiction of the United States District Court for the Northern District of Illinois (the “Court”) for all purposes associated with this Claim Form including resolution of disputes relating to the Claim Form; and

(4) I am NOT subject to backup withholding under the provisions of Section 3406 (a)(1)(c) of the Internal Revenue Code because: (a) I am exempt from backup withholding; or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the IRS has notified me that I am no longer subject to backup withholding.

NOTE: If you have been notified by IRS that you ARE subject to backup withholding, please strike out the language in clause (4) in the certification above.

I acknowledge that any false information or representation may subject me to sanctions including the possibility of criminal prosecution. I hereby agree to supplement this Claim Form by furnishing documentary proof for the information provided, upon request of the Claims Administrator.

Signature: Date:

If you have any questions or concerns regarding your claim, please contact the Claims Administrator at:

Potash Antitrust Case Claims Administrator c/o KCC Class Action Services

P.O. Box 6177 Novato, CA 94948-6177

Tel: 1-866-482-4786 (inside the U.S.) Tel: 1-781-575-4382 (outside the U.S.)

Email: [email protected]

This Claim Form and the information you provide in your claim will be treated as CONFIDENTIAL and will be used solely for purposes of administering this settlement.



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GENERAL INSTRUCTIONS

1. Authorized Claimant: This Claim Form must be signed and verified by the claimant or a person authorized to act on behalf of the claimant.

2. Third-Party Solicitors: There are companies that may contact you and offer to help you file Claim Forms in exchange for a share of the money that you may ultimately recover or for other compensation. Please be advised that you do not need to pay any such company in order to file a Claim Form. Assistance is available from the Claims Administrator at no cost to you.

3. Submission of Claim: This Claim Form may be submitted by first-class mail, or it may be completed and submitted online at www.potashantitrust-classaction.com. If you mail the Claim Form, it must be postmarked by August 1, 2013and addressed to:

Potash Antitrust Case Claims Administrator c/o KCC Class Action Services

P.O. Box 6177 Novato, CA 94948-6177

If you submit the Claim Form online, it must be submitted by August 1, 2013. If you fail to mail a timely, properly addressed Claim Form or submit a timely online Claim Form, your claim may be rejected and you may be precluded from any recovery from the settlements. Do not send a Claim Form to the Court or to any of the parties or their counsel. The Claims Administrator will not automatically confirm or acknowledge the receipt of your mailed Claim Form. If you wish to have confirmation that your mailed Claim Form has been received, send it by Certified Mail, Return Receipt requested. Claim Forms submitted online will receive an online confirmation number verifying receipt.

4. Completion of Claim Form: Please type or neatly print all requested information. Failure to complete all parts of the Claim Form legibly may result in denial of the claim, may delay processing, or may otherwise adversely affect your claim.

5. Verification: The Claims Administrator is authorized to request from persons or entities submitting Claim Forms any documentation necessary to verify all information in the Claim Form or to prevent consideration of duplicate claims submitted by a class member. Failure to provide such information in response to such request may lead to rejection of your claim.

6. Supporting Documentation: Below is a list of acceptable supporting documentation.

7. Membership in Direct and Indirect Classes: A Direct Purchaser is a person or business who bought potash directly from one or more of the Defendants themselves, as opposed to buying from an intermediary (such as a distributor). An indirect purchaser is someone who purchased potash through an intermediary such as a distributor, wholesaler or retailer who is not a named Defendant. You could be a member of both the direct purchaser class and the indirect purchaser class, and you might qualify to receive payment from both settlements. It depends on from whom you purchased potash between July 1, 2003 and January 30, 2013. However, you cannot collect twice for the same purchase, so if you make a claim in the direct case, you cannot make a claim for the same purchase in the indirect case. Similarly, if you make a claim in the indirect case, you cannot make a claim for the same purchase in the direct case.

8. Keep a Copy: For your records, keep a photocopy of your completed Claim Form. You should also retain any and all documents and records you may have concerning purchases of Potash in the United States during the period July 1, 2003 through January 30, 2013.

9. Changes of Address: Keep the Claims Administrator advised of any change in your current mailing address.

Type of Supporting Documentation Description

Defendant-Specific Invoice Invoices submitted from Defendant which indicated products purchased and payment made.

Proof of Payment (Canceled Check) Copies of canceled checks indicating payment to Defendant. Must always be accompanied by an affidavit.

In-House Purchase Report Store-bought or homegrown software that tracks purchases. Must always be accompanied by an affidavit.

Defendant-Specific Packing Slips Must clearly indicate that product was shipped Defendant-Specific Statement

of Account Must be accompanied by an affidavit if generated by Class Member.

Purchase Order Receipt Audits Class Member generated report. Must always be accompanied by an affidavit.


Exhibit C


Legal Notice

If You Purchased Potash Between July 1, 2003 and January 30, 2013 From One or More of the Defendants Listed Below, You May

Be Affected by a Class Action Settlement.

Agrium, Inc.Agrium U.S., Inc.The Mosaic Company (n/k/a MOS Holdings Inc.)Mosaic Crop Nutrition, L.L.C.Potash Corporation of Saskatchewan Inc.

This notice is to alert you to a class action lawsuit involving potash. Potash is a mineral or chemical salt, used mainly in fertilizer, and in metal plating and production of glass, ceramics, soaps, and animal feed supplements. The lawsuit was brought by, and on behalf of, direct purchasers of potash. If you purchased potash in the United States directly from certain potash suppliers named in this notice, you may be included in a class action lawsuit involving potash, as well as a proposed settlement.

The lawsuit alleges that several large potash producers (“Defendants”) conspired to restrict the supply of potash, and to raise and fix its price. Two of the companies that were sued—JSC Uralkali and JSC Silvinit (as well as their affiliates JSC Belarusian Potash Company, BPC Chicago L.L.C. and JSC International Potash Company) (collectively the “Russian/Belarusian Defendants”)—previously settled this litigation.

The remaining Defendants: Agrium, Inc., Agrium U.S., Inc., The Mosaic Company (n/k/a MOS Holdings Inc.), Mosaic Crop Nutrition, L.L.C., Potash Corporation of Saskatchewan Inc., and PCS Sales (USA), Inc. (collectively, “Settling Defendants”), have now agreed to settle all remaining claims in the direct purchaser action. The Russian/Belarusian Defendants and the Settling Defendants together are “the Defendants.” All Defendants deny they did anything wrong.

In this Direct Purchaser case, Gage’s Fertilizer & Grain, Inc., Kraft Chemical Company, Minn-Chem, Inc., Shannon D. Flinn, Thomasville Feed & Seed, Inc., and Westside Forestry Services, Inc. d/b/a Signature Lawn Care are the Class Representatives.

This is a Summary Notice. Visit www.potashantitrust-classaction.com for more information.

Am I Included in the Proposed Settlement?You are included in the Direct Purchaser Settlement (as a

Settlement Class Member) if you purchased potash in the United States directly from one or more of the Settling Defendants, or from Defendants JSC Uralkali or JSC Silvinit or their affiliates including JSC Belarusian Potash Company, BPC Chicago L.L.C. and JSC International Potash Company, between July 1, 2003 and January 30, 2013. A direct purchaser is a person or business who bought potash directly from one or more of any of the Defendants, as opposed to buying from an intermediary (such as a distributor).This notice and the Settlement it describes refer to the Direct Purchaser Settlement. The indirect purchaser actions—also consolidated as part of the above-referenced litigation—are not part of this proposed settlement. A separate notice was previously issued regarding the settlement with the Russian/Belarusian Defendants.

What Does The Settlement Provide?The Settling Defendants will establish a Settlement Fund with

$80 million that will be distributed to those who timely submit valid claim forms as detailed below. The Settlement Agreement is

available for review at the website below.

How Do I Get Benefits?If you wish to receive a payment from the Settlement Fund, you

must complete a Claim Form. Claim Forms are due by August 1, 2013. If you did not receive a Claim Form in the mail, please go to www.potashantitrust-classaction.com to download and complete a Claim Form and/or for more information, or call the Claims Administrator at the number below.

The Direct Purchaser Plaintiffs must propose, and the Court must approve, a plan of allocation to distribute the Settlement Fund. A plan of allocation will be submitted to the Court by Class Counsel on or before June 5, 2013, the date by which Class Counsel also will file a motion for final approval of this Settlement with the Court. This plan has not yet been determined. However, it is common for the plan of allocation to be on a pro-rata basis in cases such as this, which means that the ratio between the amount of qualified claims and total settlements will determine the amount that qualified claimants receive.

Your Rights.If you wish to remain in the Settlement Class, you do not need

to take any action at this time. However, you must file a claim by August 1, 2013 in order to receive money from the Settlement Fund. If you do not want to be legally bound by the Settlement, or you want to sue a Settling Defendant separately about the claims in this lawsuit, you must exclude yourself in writing (“opt out”) by May 22, 2013. If you stay in the Settlement Class, but wish to object to the proposed Settlement, you must do so by May 22, 2013. The Detailed Class Notice, available by calling the telephone number or visiting the website below, explains how to opt out or object.

The Court has appointed lawyers to represent you at no charge to you (“Class Counsel”). You may hire your own lawyer at your own cost. On or before April 22, 2013, Class Counsel will file a fee petition and a request for reimbursement of expenses from the proceeds of the Settlement Fund. Class Counsel will ask for no more than one-third of this Settlement and the previous settlement, plus interest, and reimbursement of reasonable litigation expenses. Class Counsel will also ask the Court to approve incentive awards for the Class Representatives up to the amount of $15,000 each for their time and effort in representing Class Members in this litigation.

The Court will hold a hearing on June, 12, 2013, at 1:30 p.m. to consider whether to: (1) give final approval to the Settlement and approve the plan of allocation; (2) approve Class Counsels’ request for attorneys’ fees and reimbursement of expenses from the Settlement Fund; and (3) approve the incentive awards for the Class Representatives. You or your own lawyer may ask to appear and speak at the hearing. If you wish to appear, you must file a Notice of Appearance by May 29, 2013.

For More Information: Call 1-866-482-4786 or visit www.potashantitrust-classaction.com.

PCS Sales (USA), Inc.JSC UralkaliJSC SilvinitJSC Belarusian Potash CompanyBPC Chicago L.L.C.JSC International Potash Company


Exhibit D



