PotashCorp BMO Capital Markets Farm to Market Conference

PotashCorp.com

BMO Capital MarketsFarm to Market Conference

May 18, 2017

Jochen Tilk

President and CEO

Forward-looking Statements

Slide #2

This presentation contains “forward-looking statements" (within the meaning of the US Private Securities Litigation Reform Act of 1995) or “forward-looking

information” (within the meaning of applicable Canadian securities legislation) that relate to future events or our future performance. These statements can be

identified by expressions of belief, expectation or intention, as well as those statements that are not historical fact. These statements often contain words such as

“should,” “could,” “expect,” “forecast,” “may,” “anticipate,” “believe,” “intend,” “estimates,” “plans” and similar expressions. These statements are based on certain

factors and assumptions as set forth in this document, including with respect to: foreign exchange rates, expected growth, results of operations, performance,

business prospects and opportunities, including the completion of the proposed merger of equals with Agrium, and effective tax rates. While we consider these

factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Forward-looking statements are subject to risks

and uncertainties that are difficult to predict. The results or events set forth in forward-looking statements may differ materially from actual results or events. Several

factors could cause our actual results or events to differ materially from those expressed in forward-looking statements including, but not limited to, the following: our

proposed merger of equals transaction with Agrium, including the failure to satisfy all required conditions, including required regulatory approvals, or to satisfy or

obtain waivers with respect to all other closing conditions in a timely manner and on favorable terms or at all; the occurrence of any event, change or other

circumstances that could give rise to the termination of the arrangement agreement; certain costs that we may incur in connection with the proposed merger of

equals; certain restrictions in the arrangement agreement on our ability to take action outside the ordinary course of business without the consent of Agrium; the

effect of the announcement of the proposed merger of equals on our ability to retain customers, suppliers and personnel and on our operating future business and

operations generally; risks related to diversion of management time from ongoing business operations due to the proposed merger of equals; failure to realize the

anticipated benefits of the proposed merger of equals and to successfully integrate Agrium and PotashCorp; the risk that our credit ratings may be downgraded or

there may be adverse conditions in the credit markets; the results of our impairment assessment regarding the carrying value of certain assets; variations from our

assumptions with respect to foreign exchange rates, expected growth, results of operations, performance, business prospects and opportunities, and effective tax

rates; fluctuations in supply and demand in the fertilizer, sulfur and petrochemical markets; changes in competitive pressures, including pricing pressures; risks and

uncertainties related to any operating and workforce changes made in response to our industry and the markets we serve, including mine and inventory shutdowns;

adverse or uncertain economic conditions and changes in credit and financial markets; economic and political uncertainty around the world; changes in capital

markets; the results of sales contract negotiations within major markets; unexpected or adverse weather conditions; risks related to reputational loss; the occurrence

of a major safety incident; inadequate insurance coverage for a significant liability; our inability to obtain relevant permits for our operations; catastrophic events or

malicious acts, including terrorism; certain complications that may arise in our mining process, including water inflows; risks and uncertainties related to our

international operations and assets; our ownership of non-controlling equity interests in other companies; our prospects to reinvest capital in strategic opportunities

and acquisitions; risks associated with natural gas and other hedging activities; security risks related to our information technology systems; imprecision in reserve

estimates; costs and availability of transportation and distribution for our raw materials and products, including railcars and ocean freight; changes in, and the effects

of, government policies and regulations; earnings and the decisions of taxing authorities which could affect our effective tax rates; increases in the price or reduced

availability of the raw materials that we use; our ability to attract, develop, engage and retain skilled employees; strikes or other forms of work stoppage or

slowdowns; rates of return on, and the risks associated with, our investments and capital expenditures; timing and impact of capital expenditures; the impact of

further innovation; adverse developments in pending or future legal proceedings or government investigations; and violations of our governance and compliance

policies. These risks and uncertainties are discussed in more detail under the headings “Risk Factors” and “Management’s Discussion and Analysis of Results and

Operations and Financial Condition” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and in other documents and reports

subsequently filed by us with the US Securities and Exchange Commission and the Canadian provincial securities commissions. Forward-looking statements are

given only as of the date hereof and we disclaim any obligation to update or revise any forward-looking statements in this release, whether as a result of new

information, future events or otherwise, except as required by law.

Company Overview

Source: PotashCorp

Slide #4

• Six mines in Canada with over 19 MMT of nameplate capacity

• Highest-quality, lowest-cost North American potash producer with

significant platform for growth

• Three facilities in the US and a large-scale facility in Trinidad

• Lower-cost natural gas, proximity to key markets and more stable

industrial customer base

• Two mining/processing plants and five upgrading facilities in the US

• Most diversified product offering in the industry; historically higher

margins and more stable returns

• Four strategic investments: APC (Jordan) 28%, ICL (Israel) 14%,

Sinofert (China) 22% and SQM (Chile) 32%

• Market value of $4.3 billion*, or $5 per PotashCorp share

World Class Potash Assets and Advantaged Positions in Nitrogen and Phosphate

Company Overview

* At market close on May 12, 2017

90%

10%

Fertilizer Feed & Industrial

39%

61%

North America Offshore

Source: PotashCorp

Slide #5

Product Sales Volumes (2016)

Geographic Sales Volumes (2016)

Priorities

Potash

Company Overview

• Market-responsive potash approach

• Strike the right balance between:

• Maximizing flexibility (operational capability

to respond to demand growth)

• Minimizing costs (optimization of production

to lowest cost mines)

• Enhance market opportunities and distribution

capabilities

• Explore additional opportunities to enhance

our potash enterprise

63%

37%

Fertilizer

Feed & Industrial

39%

61%

Fertilizer

Feed & Industrial

72%

28%

North America

Offshore

Source: PotashCorp

Slide #6

Product Sales Volumes (2016)Priorities

Geographic Sales Volumes (2016)

84%

16%

North America

Offshore

Nitrogen Phosphate

Company Overview

• Enhance our cost position by achieving energy

and labor efficiencies

• Maintain/enhance product flexibility

• Optimize Trinidad production and explore new

market opportunities

• Improve cost position by refining mining

techniques and procurement initiatives

• Evaluate new market viability and product

differentiation opportunities

Nitrogen

Phosphate

53%43%

4%

Potash Nitrogen Phosphate

Source: PotashCorp

Slide #7

Contribution to Gross Margin (2016)Sales Volumes (2016)

PotashCorp’s Nutrient Profile

0

2

4

6

8

10

Potash Nitrogen Phosphate

Million Metric Tonnes

Potash is Our Core Nutrient

Strategy and Focus Areas

Market Responsive Potash Approach - 10.1 MMT potash operational capability in 2017

• Initiated operational changes at Cory mine; move to white potash only

• Announced inventory shutdowns at other SK mines

Positioning our Company for Long-term Success

Strategy and Key Focus Areas

Slide #9

Financial Flexibility - ~$600 million forecast capital expenditure in 2017

Portfolio Optimization - ~$10/mt estimated reduction in potash cost of goods sold in 2017

• Completion of multi-year potash expansion program

• Realigned dividend in 2016

• Suspended production in New Brunswick

• Ramping up Rocanville in 2017; largest and lowest cost potash mine

• Focusing on continued operational excellence across all three nutrients

Source: PotashCorp

Merger of Equals with Agrium - Up to $500 million of estimated annual operating synergies

• Received regulatory clearances in Brazil and Russia; anticipate mid-2017 close

• Evaluating synergies, processes and best practices for adoption by the new organization

0

1

2

3

4

5

6

7

Rocanville Allan Lanigan Cory New Brunswick Patience Lake

Operational Capability*

Nameplate Capacity**

Paid-for Capacity a Platform for Growth

Source: PotashCorp

Million Tonnes KCl

* Estimated annual achievable production level at current staffing and operational readiness (estimated at beginning of 2017). Estimate does

not include inventory-related shutdowns and unplanned downtime.

** Estimates based on 2017 capacity as per design specifications or Canpotex entitlements once determined. In the case of New Brunswick,

nameplate capacity represents design specifications for the Picadilly mine, which is currently in care-and-maintenance mode. In the case of

Patience Lake, estimate reflects current operational capability.

Slide #10

Market Responsive Potash Approach

0

10

20

30

40

50

60

0

25

50

75

100

125

150

2013 2014 2015 2016 2017F**

Cash-related Cost of Goods Sold*

Depreciation and Amortization

Rocanville % of Total Operational Capability

Optimizing Potash Production Toward Lowest-Cost Operations

Source: PotashCorp

* Refers to total cost of goods sold less depreciation and amortization

** Assumes Rocanville production of approximately 5mmt in 2017; FX rate of CDN 1.33 per 1 USD; 2017 sales volumes based on guidance as of

April 27, 2017

Slide #11

Portfolio Optimization

US$ Per Tonne (Potash)

Rocanville cash costs

anticipated to be ~$45-

$50 per tonne when

ramped up

Percent

Focusing on Financial Flexibility and Investment-Grade Credit Rating

Financial Flexibility

Slide #12

Source: PotashCorp

0

600

1,200

1,800

2,400

3,000

2013 2014 2015 2016 2017F*

Dividend

CAPEX - Sustaining

CAPEX - Opportunity

US$ Millions

* Based on CAPEX guidance as of April 27, 2017; does not include capitalized interest

Significant Positive Cash Flow Impact From Our Strategic Decisions

The Results of Our Proactive Approach

Slide #13

Source: PotashCorp

0

20

40

60

80

100

120

140

-41%

2017F**2013

Cash-related Cost of Goods Sold*

Depreciation and Amortization

~$450MImpact of optimizing production

to lowest cost potash facilities

(2017F vs. 2013; assumes 9mmt sales volume)

~40%

0.0

0.2

0.4

0.6

0.8

1.0

-66%

2017F2013

0.0

0.5

1.0

1.5

2.0

2013

63%

2017F

~$1BDecline in capex spend

(2017F vs. 2013)

~60%

~$650MReduction in cash outflow

due to dividend adjustment

(2017F vs. 2013)

~65%

US$ Per Tonne (Potash)

Company-wide Capital Expenditures***

US$ Billions US$ Billions

Total Annual Dividend

Optimized K Production Reduced Capex Adjusted Dividend

* Refers to total cost of goods sold less depreciation and amortization

** Assumes Rocanville production of approximately 5mmt in 2017; FX rate of CDN 1.33 per 1 USD; 2017 sales volumes based on guidance as of April 27, 2017

*** 2013 additions to property, plant and equipment per cash flow statement. 2017F based on CAPEX guidance as of April 27, 2017; does not include capitalized interest

Source: PotashCorp

2017Q1 Q2

2016

Suspended potash

operations at Picadilly, NB

2.0 mmt of nameplate capacity

Announced Inventory

Shutdowns

at Allan & Lanigan

Q3

Reduced quarterly

dividend

to $0.10/share

Reduced quarterly dividend

to $0.25/share

Q4 Q1

2017

Rocanville Ramp-up

Expect Canpotex allocation

increase for 2H 2017

Hammond Warehouse/

Distribution Centre

Complete

enhancing US

distribution

Commitment to a Proactive Approach; Merger Expected to Close Mid-2017

Recent and Upcoming Event Timeline

Announced Merger of

Equals with Agrium

Expect up to $500M in

annual synergies

Shareholders

overwhelmingly

voted to approve

merger with Agrium

Q2 Q3

Slide #14

Merger Regulatory Review and

Integration Planning ProcessesExpect to be complete in mid-2017

Announced Operational

Changes & Inventory

Shutdowns

move to white potash

only at Cory

Market Update

50%

75%

100%

125%

150%

Jan-15 Mar-15 May-15 Jul-15 Sep-15 Nov-15 Jan-16 Mar-16 May-16 Jul-16 Sep-16 Nov-16 Jan-17 Mar-17

Crop Price Index* Fertilizer Price Index**

* Based on corn, soybean and wheat prices (weighted by global consumption).

** Based on urea, DAP and KCl prices (weighted by global consumption).

Fertilizer Affordability Index

Fertilizer Represents Good Value for Farmers

Source: Bloomberg, Fertilizer Week

Fertilizer Represents Good Value for Farmers

Price Index (January 2015 = 100%)

Slide #16

• Strong barter ratios

supporting record

fertilizer demand

• Acreage expansion to

continue although at

slower pace

Latin

America

• Palm oil prices at very

supportive levels

• Plantations implement

yield recovery

programs following

drought in 2016

Other Asia

• Forecast normal

monsoon rainfall, which

should support fertilizer

demand

• Shifting nutrient

subsidies likely to

continue to weigh on

demand growth

Corn

(US$/bu)

$3.85$3.77

Supportive Agriculture Fundamentals in Most Key Regions

• Farm consolidation

supporting improved

fertilization practices;

continued shift to high-

value, nutrient-intensive

crops

• Government reducing

subsidized local prices,

most notably for corn

• Potential pull back in

corn acres and increase

in soybeans could be

slight headwind for

nitrogen and neutral for

phosphate and potash

• Strong fertilizer

affordability supports

application rates

Selected Crop Prices

Source: S&P Global Market Intelligence

North

AmericaChinaIndia

Soybean (US$/bu)

$9.61$10.11$0.16

Sugar

(US$/lbs)

$0.16

Palm Oil (MYR/mt)

2,4832,441

Regional Highlights

* As at May 15, 2017

Global Agriculture Backdrop

No

v’1

7

Oct’1

7

No

v’1

7

Slide #17

De

c’1

7

Futures3-Year Average

2017

Source: Fertilizer Week

Selected Potash Prices

Global

inventory

drawdown

1Key

Themes

in 2017

200

250

300

350

400

450

MarJan JanNovSepJulMayMarJan NovSepJulMay Mar May

2015 2016

CFR SE Asia (Standard - US$/mt)

CFR Brazil (Granular - US$/mt)

FOB US Midwest (Granular - US$/st)

Strong

demand

expected

2

New

capacity

ramp-up

3

Slide #18

Expect Stronger Demand and Improved Operating Rates in 2017

Potash Market Factors

Potash Shipments by Region

Source: Fertecon, CRU, Industry Publications, PotashCorp

Expect Demand of 61-64 Million Tonnes in 2017

0

5

10

15

20

14 15 16 17F 14 15 16 17F 14 15 16 17F 14 15 16 17F 14 15 16 17F

India

Note: Shaded bars represent shipment forecast range as of April 26, 2017.

3.8 – 4.3Mmt

• Potentially higher

retail prices likely to

result in limited

demand growth

Other Asia

9.0 – 9.5Mmt

• Demand supported by

robust crop

economics and

improved moisture

conditions

North America

9.3 – 9.8Mmt

• Supportive nutrient

prices and significant

removal of nutrients

following record crop

expected to support

demand

Latin America

11.7 – 12.2Mmt

• Agronomic need,

favorable crop

economics and lower

inventories expected

to support demand

growth

China

14.5 – 15.5Mmt

• Strong consumption

trends expected to

support demand

growth

20

17

Hig

hli

gh

ts

(Million Tonnes KCl)

Previous Record:

6.3mmt (2010)

Previous Record:

9.5mmt (2014)

Previous Record:

11.1mmt (1997)

Previous Record:

11.7mmt (2014)

Previous Record:

15.8mmt (2015)

Slide #19

0

10

20

30

40

50

60

70

80

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

2001 2003 2005 2007 2009 2011 2013 2015 2017F 2019F 2021F

Fruits & Vegetables

Grains & Oilseeds

Other Crops

Potash Consumption

Global Crop Production and Potash Consumption

Production of Nutrient Intensive Crops Underpins Potash Consumption Growth

Source: Fertecon, CRU, USDA, FAO, PotashCorp

Other crops include fiber crops, pulses, roots and tubers.

2001-2016

CAGR

F & V

2.8% 2.3%

G & O

1.6%

Other

2.7%

Potash

Slide #20

Crop Production Million Tonnes

Potash Consumption Million Tonnes KCl Equivalent

Source: Fertecon, CRU, IFA, PotashCorp

0

10

20

30

40

50

60

70

80

2001 2003 2005 2007 2009 2011 2013 2015 2017F 2019F 2021F

Shipments

POT Shipment Forecast Range

Operational Capability*

Expect Relatively Balanced Supply/Demand Over Medium Term

Global Potash Supply and Demand

* Estimated annual achievable production level from existing operations; announced probable and possible projects; assuming typical ramp-up

periods for new capacity. Probable and possible projects based on PotashCorp’s view of project probabilities.

Slide #21

Potash S&D (Million Tonnes KCl)

2017


Selected Nitrogen Prices

Majority of

new supply

now online

1Key

Themes

in 2017

100

150

200

250

300

350

400

450

500

550

JanMayMar JulJan JulJan SepMar MayNovMay MarNovSep

2015 2016

UAN - FOB New Orleans ($/st)

Urea - FOB China ($/mt)

Ammonia - CFR Tampa ($/mt)

Trade

patterns

expected to

Adjust

2

China

supply

wildcard

3

Slide #22

Prices Have Rebounded But Expected to Remain Volatile

Nitrogen Market Factors

2017 Ammonia Capacity Changes* Million Tonnes

Source: CRU, Fertecon, Company Reports, PotashCorp

* Based on industry consultant estimates; capacity is prorated for start-up timing in 2017

** Based on industry consultant estimates

Global Nitrogen Market Overview

New Capacity Causing Volatility Although China To Remain Swing Capacity

-2

-1

0

1

2

3

4

5

6

7

8

L. America

Africa

Russia

Other Asia

US

China**

Middle East

Slide #23

Net Additions = +6.2 Mmt (~3%)

Estimated change

in Y-o-Y Chinese

urea exports

~60%Current operating rate vs

typical average ~75%

Chinese

operating rates**

at historical lows

~3-5MmtEstimated reduction in urea

exports from China

Market Factors to Watch

Chinese idled

urea capacity**

~8%Proportion of total Chinese

urea capacity idled

Ammonia demand growth projected at ~2% in 2017

2017


Selected Phosphate Prices

Import

demand in

key markets

1Key

Themes

in 2017

300

400

500

600

700

800

900

Jan JulMar Sep Nov Mar May Sep NovJul JanJanMay Mar May

2015 2016

DAP - CFR Tampa ($/mt)

Phosphoric Acid - CFR India ($/mt P2O5)

New export

oriented

supply

2

China supply

wildcard

3

Slide #24

Prices Stabilizing as Pronounced Seasonality Emerges

Phosphate Market Factors

2017 Phosphate Capacity Additions*Million Tonnes P2O5

Source: CRU, Katana, Profercy, PotashCorp

Global Phosphate Market Overview

New Low-cost Capacity Anticipated, Although Near-term Support for Market

Chinese

operating rates**

at historical lows

42% Morocco

Other

23%

35%

Saudi Arabia

Net Additions = +1.5 Mmt P2O5 (~3%)

* Based on industry consultant estimates; capacity is prorated for start-up timing in 2017

** Based on industry consultant estimates

Slide #25

Greater Indian

engagement and

purchasing

~65%Current operating rate vs

typical average ~77%

~0.6MmtEstimated reduction in DAP

inventory since Jan 1 (~41%)

Market Factors to Watch

Phosphate demand growth projected at ~2% in 2017

Appendix: Merger of Equals with Agrium

Combination Creates a World-Class Integrated Global Supplier of Crop Inputs

Slide #27

Largest Crop Nutrient Company in the World & 3rd Largest Natural Resource Company in Canada

Combined market capitalization of $30 billion and enterprise value of $40 billion (1)

Low-Cost, World-Class Producer of Key Crop Nutrients

Highest-quality, lowest-cost North American potash producer

Low-cost North American nitrogen platform; diverse phosphate product portfolio

Leading Retail Distribution Platform

Global retail distributor of crop input products, services and solutions for growers

Platform for future high-value product innovation and growth

Up to $5 Billion in Value Creation from Run-rate Synergies (2)

~$500 million of estimated annual operating synergies

Implies ~20% value creation for the combined enterprise

All-stock transaction allows all shareholders to participate in the benefits of the combination

Compelling Growth Opportunities

Recently completed capacity expansions, particularly in potash, provide platform for growth

Continue retail's highly successful organic growth and acquisition strategy

Strong Balance Sheet with Significant Cash Flow Generation

~$3bn-4bn operating cash flow (3) with significant upside potential upon cycle recovery

Flexibility to grow and return excess capital while maintaining strong credit ratings

Large capital projects complete for both companies

Strong cash flows to support attractive dividends, expected to be equal to the current Agrium level (4)

Note: Dollars in U.S. dollars.(1) Based on Agrium and PotashCorp enterprise values as of 2/22/17(2) Assumes $500 million of annual synergies capitalized at a blended EV / 2017E EBITDA multiple of 10x, not including costs to achieve. (3) Range represents combined 2015 & 2016 cash provided by operating activities.

(4) Adjusted for the new share count, subject to market conditions and Board approval at the time of closing.

Low-Cost Potash Assets with High Quality Reserves

Slide #28

Cory

Vanscoy

Allan

Patience Lake

Lanigan

Rocanville

Nameplate Capacity (1)Pro Forma Potash Contribution

35%

3 Year Avg. EBITDA (2)

(million tonnes)

• Total combined potash nameplate capacity of 22.1 million tonnes (1)

• Capacity expansions provide platform for future growth

• Opportunities for procurement synergies through operational efficiency

Source: Company filings and Company information. (1) Represents estimated nameplate capacity as of December 31, 2016, which may exceed operational capability. Please refer to PotashCorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and to Agrium’s Annual Information Form for the year ended December 31, 2015. (2) Represents the average of the combined Agrium and PotashCorp historical EBITDA for fiscal years ending December 31, 2013, 2014 and 2015.

Agrium Potash Mine

PotashCorp Potash Mine

4%

16%

10%

31%

39%

Premier Integrated Global Ag Input Retailer

Slide #29

• Best-in-class products and services across a wide variety of crops

• Proprietary product lines provide differentiated solutions

• Leading edge investments in technology and innovation enhance total-acre offering for growers

Over 1,400 facilities

in 7 countries

NORTH AMERICA

SOUTH AMERICA AUSTRALIA

Canada

USA

Brazil

ChileArgentina

Uruguay

EBITDA (2015)

89% North America / 11% Int’l

Providing everything growers

need to maximize yields

Merchandise

Services/Other

Seed

Crop Nutrients

Crop Protection

Crop inputs & services for

over 50 different crops

Corn23%

Wheat18%

Soybean16%

Canola11%

Cotton6%

Perm Crops

8%

Veg5%

All Other13%

Source: Company filings.

Attractive Geographic Footprint Complete Ag Solutions Offering

Broad Crop Diversity

Retail Integration and Optimization Opportunities

Slide #30

TRINIDAD

Agrium Nitrogen Production

Agrium Phosphate Production

Agrium Potash Production

Retail: Crop Production Services (CPS)

Agrium Locations PotashCorp Locations

PotashCorp Nitrogen Production

PotashCorp Phosphate Production

PotashCorp Potash Production

Lima, OH :- Ammonia, UAN

Optimizable netback area: OH, IN

# of Retail Facilities: 75

Annual volume: 120,000 tons

Trinidad: Urea

Optimizable netback area:

River Network

New Madrid ESN plant


Annual volume:

440,000 tons

Aurora, NC: MAP/DAP


East of MS River



Augusta, GA: UAN


East of MS River (Rail & Truck)



Geismar, LA: UAN


River Network



Combination Provides Significant Synergy Opportunity

Slide #31

• Dedicated teams established at each company to identify synergy opportunities

• Synergy teams conducted assessments to quantify opportunities

Optimizing key areas to generate ~$500 million of annual operating synergies

~16.5 million tonnes

North American

product shipments

15,000+

Total railcars

(~40% for potash)

1,700+

Distribution points in

North America

$1.4 billion

Annual non-raw material /

MRO purchases

Annual sustaining

capital spend

Total combined freight

and distribution costs

$1.2 billion $1.2 billion

Note: Dollars in U.S. dollars.Source: Estimates Per Agrium and PotashCorp management.

Strong Line of Sight to Capture Synergies of ~$500 million

Slide #32

Category Description Value

Distribution &

Retail

Integration /

Optimization

~$150 million

Rail Fleet

Optimization

• Own / lease 15,000+ railcars at an average annual cost of ~$115

million

• Shorter cycle times for nutrient shipments allow for rail car

rationalization and a reduction in costs by approximately 20%

~$25M

Distribution and

Warehouse

Optimization

• Eliminate duplicate warehouse locations including $20 million of

Agrium leased warehouse costs~$25M

Logistics

Savings

• Improve and optimize servicing of customers by sourcing product

closer to production facilities (product repatriation)

• Reduce freight costs tied to volume-based benefits

~$50M

Portfolio

Integration

• Ability to optimize PotashCorp’s crop nutrient production through

Agrium retail; access to expanded product offerings~$25M

Product Mix

Optimization

• Utilize retail network to optimize nitrogen and phosphate product

mix~$25M

1


Category Description Value

Production

Optimization

~$125 million

Phosphate

Integration

• Utilize PotashCorp’s excess P2O5 capacity at Aurora and White

Springs to supply Agrium Redwater, eliminating higher-cost, third-

party rock purchases (estimated cost reduction of $70 / MT on a

rock equivalent basis)

~$80M

Potash Cost

Efficiencies

• Operational planning efficiencies and savings derived from co-

located assets, including improved mine planning, turnaround

optimization and shift sequencing

• Expect to reduce cash fixed costs by ~10% or $4 / MT

~$45M

Procurement

~$100 millionProcurement

• Optimize purchases on $1.4 billion of annual non-raw material

supplies and $1.2 billion in annual sustaining capital spend

• Expect to reduce purchasing costs by ~4%

~$100M

SG&A

~$125 million

SG&A

Optimization

• Eliminate duplicative public company costs (listing fees, audit

costs, etc)

• Reduce discretionary, non-personnel G&A spending by $60

million

• Optimize headquarter functions

~$125M

Strong Line of Sight to Capture Synergies of ~$500 million

Slide #33

2

3

4


Transaction Creates a World-Class Integrated Global

Supplier of Crop Inputs

Slide #34

Note: Dollars in U.S. dollars.Source: Company filings and FactSet as of 08/29/16.(1) Assumes $500 million of annual operating synergies capitalized at a blended EV / 2017E EBITDA multiple of 10x, not including costs to achieve.

Highly synergistic merger of equals expected to

unlock significant value for shareholders

Compelling Strategic Rationale: Combines world-class nutrient production assets and agricultural retail network to forge integrated platform with multiple paths for growth

Up to $5bn in Value Creation from Synergies(1): Transaction expected to produce ~$500 million of annual operating synergies within 24 months of closing (~20% value creation)

Enhanced Financial Flexibility: Strong pro forma balance sheet and enhanced cash flow to support growth initiatives and shareholder returns, including a robust dividend payout

Best-in-Class Leadership and Governance: Combined team has a wealth of industry experience to support transformational integration

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Denita Stann

Senior VP, Investor & Public Relations

Jeff Holzman

Senior Director, Investor Relations & Sustainability

Ryan Shacklock

Director, Investor Relations

Tim McMillan

Manager, Investor Relations

PotashCorp.com

Investor Relations