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PotashCorp.com BMO Capital Markets Global Metals & Mining Conference February 28, 2017 Jochen Tilk President and CEO

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Page 1: PotashCorp BMO Capital Markets Global Metals & Mining Conference

PotashCorp.com

BMO Capital Markets Global Metals & Mining

Conference

February 28, 2017

Jochen TilkPresident and CEO

Page 2: PotashCorp BMO Capital Markets Global Metals & Mining Conference

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 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 results of our impairment assessment regarding the carrying value of certain assets; the risk that our credit ratings may be downgraded or there may be adverse conditions in the credit markets; 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; unexpected or adverse weather conditions; risks related to reputational loss; the occurrence of a major safety incident; inadequate insurance coverage for a significant liability; 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 new and pending 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, the joint information circular of the company and Agrium, filed as Exhibit 99.1 to the company’s Current Report on Form 8-K dated October 6, 2016 and with Canadian provincial securities commissions, in connection with the proposed merger of equals with Agrium 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.

Page 3: PotashCorp BMO Capital Markets Global Metals & Mining Conference

Company Overview

Page 4: PotashCorp BMO Capital Markets Global Metals & Mining Conference

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 $4.6 billion*, or $5 per PotashCorp share

World Class Potash Assets and Advantaged Positions in Nitrogen and Phosphate

Company Overview

* At market close on February 21, 2017

Page 5: PotashCorp BMO Capital Markets Global Metals & Mining Conference

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

Page 6: PotashCorp BMO Capital Markets Global Metals & Mining Conference

63%

37%

FertilizerFeed & Industrial

39%

61%

Fertilizer Feed & Industrial

72%

28%

North AmericaOffshore

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

Page 7: PotashCorp BMO Capital Markets Global Metals & Mining Conference

53%43%

4%

Potash Nitrogen Phosphate

Source: PotashCorp

Slide #7

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

PotashCorp’s Nutrient Profile

Potash Nitrogen Phosphate0

2

4

6

8

10Million Metric Tonnes

Potash is Our Core Nutrient

Page 8: PotashCorp BMO Capital Markets Global Metals & Mining Conference

Strategy and Focus Areas

Page 9: PotashCorp BMO Capital Markets Global Metals & Mining Conference

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

Page 10: PotashCorp BMO Capital Markets Global Metals & Mining Conference

Rocanville Allan Lanigan Cory New Brunswick Patience Lake0

1

2

3

4

5

6

7

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

Page 11: PotashCorp BMO Capital Markets Global Metals & Mining Conference

2013 2014 2015 2016 2017F**0

25

50

75

100

125

150

0

10

20

30

40

50

60Cash-related Cost of Goods Sold*Depreciation and AmortizationRocanville % 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 1.32 per 1 USD; 2017 sales volumes based on guidance as of January 26, 2017

Slide #11

Portfolio Optimization

US$ Per Tonne (Potash)

Rocanville cash costs anticipated

to be ~$45-$50 per tonne when ramped up

Percent

Page 12: PotashCorp BMO Capital Markets Global Metals & Mining Conference

Focusing on Financial Flexibility and Investment-Grade Credit Rating

Financial Flexibility

Slide #12Source: PotashCorp

2013 2014 2015 2016 2017F**0

600

1,200

1,800

2,400

3,000 Dividend

CAPEX - Sustaining *

CAPEX - Opportunity *

US$ Millions

* Does not include capitalized interest ** Based on CAPEX guidance as of January 26, 2017

Page 13: PotashCorp BMO Capital Markets Global Metals & Mining Conference

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 dividendto $0.25/share

Q4 Q1

2017

Rocanville Ramp-upExpect Canpotex allocation

increase for 2H 2017

Hammond Warehouse/ Distribution Centre

Completeenhancing 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 #13

Merger Regulatory Review and

Integration Planning Processes

Expect to be complete in mid-2017

Announced Operational Changes & Inventory

Shutdownsmove to white potash

only at Cory

Page 14: PotashCorp BMO Capital Markets Global Metals & Mining Conference

Market Update

Page 15: PotashCorp BMO Capital Markets Global Metals & Mining Conference

Supportive Agriculture Fundamentals in Most Key Regions

• Farm consolidation supporting improved fertilization practices• Government reducing subsidized local prices, most notably for corn• Continued shift to high-value, nutrient-intensive crops

• Potential pull back in corn acres and increase in soybeans could be slight headwind for N and neutral for P & K• Tightening credit for highly-levered growers but strong fertilizer affordability supports application rates

• Strong crop margins and nutrient affordability supporting record fertilizer demand• Acreage expansion to continue although at slower pace• Market adjusting to tightened credit availability

• Improved subsidy support for agriculture including farm credit• Better moisture conditions contributed to increased Rabi crop acreage and improved fertilizer demand

• Palm oil prices currently at very supportive levels • Plantations implement yield recovery programs following drought in 2016• Higher application rates key driver of fertilizer consumption growth

Selected Crop Prices

Source: S&P Global Market Intelligence

North America

LatinAmerica China India Other Asia

$10.46

Soybean (US$/bu)

$10.14$0.16

Sugar (US$/lbs)

$0.20$2,442

$2,621

Palm Oil (MYR/mt)

Regional Assessment

* As at February 21, 2017

Global Agriculture Backdrop

Nov’

17

Oct’1

7

Nov’

17

Slide #15

3-Year Average

$3.96

Corn (US$/bu)

$3.84

Dec’

17Futures

Page 16: PotashCorp BMO Capital Markets Global Metals & Mining Conference

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-1750%

75%

100%

125%

150%

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 IndexFertilizer Represents Good Value for Farmers

Source: Bloomberg, Fertilizer Week

Fertilizer Represents Good Value for Farmers

Price Index (January 2015 = 100%)

Slide #16

Page 17: PotashCorp BMO Capital Markets Global Metals & Mining Conference

Source: CRU, TFI, Company Reports, PotashCorp

Million Tonnes KCl

-4.0

-3.0

-2.0

-1.0

0.0

1.0

2.0

3.0

4.0

5.0

2010 2014 2015 2016E20122011 2013

Estimated Distributor Inventory Change (Shipments less Consumption)Estimated Producer Inventory Change (Production less Sales)

Global Potash Inventory ChangesInventory Has Been Drawn Down at Both Producer and Distribution Level

Slide #17

Page 18: PotashCorp BMO Capital Markets Global Metals & Mining Conference

Potash Shipments by Region

Source: Fertecon, CRU, Industry Publications, PotashCorp

Expect Demand of 61-64 Million Tonnes in 2017

14 15 16E 17F 14 15 16E 17F 14 15 16E 17F 14 15 16E 17F 14 15 16E 17F0

5

10

15

20

India

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

4.2 – 4.7mmt• Improved moisture conditions and reduced inventory levels to support demand

Other Asia

8.8 – 9.3mmt• Demand supported by good 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

11.5 – 12.0mmt• Agronomic need, favorable crop economics, and lower inventories expected to support demand growth

China

14.5 – 15.5mmt• Lower inventories and strong consumption expected to support demand growth

2017

H

ighl

ight

s

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 #18

Page 19: PotashCorp BMO Capital Markets Global Metals & Mining Conference

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

F20

18F20

19F20

20F20

21F

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

0

10

20

30

40

50

60

70

80Fruits & VegetablesGrains & OilseedsOther CropsPotash Consumption

Potash Consumption – Million Tonnes KCl Equivalent

Global Crop Production and Potash Consumption

Crop Production – Million Tonnes

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 & V2.8% 2.3%

G & O1.6%Other

2.7%Potash

Slide #19

Page 20: PotashCorp BMO Capital Markets Global Metals & Mining Conference

Source: Fertecon, CRU, IFA, PotashCorp

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017F

2018F

2019F

2020F

2021F

0

10

20

30

40

50

60

70

80ShipmentsPOT Shipment Forecast RangeOperational Capability*

Million Tonnes KCl

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 #20

Page 21: PotashCorp BMO Capital Markets Global Metals & Mining Conference

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** Net of additions and permanent closures*** Based on industry consultant estimates

Global Nitrogen Market OverviewAdjusting to New US Capacity; Reduced Chinese Urea and FSU Ammonia Exports

Series1

-2

0

2

4

6

8 L. AmericaAfricaRussia

Other Asia

US

China**

Middle East

Slide #21

Net Additions = +6.8 Mmt (~3%)

Black Sea Ammonia ExportsConstrained

~55-60%

Current operating rate vs typical average ~75%

Chinese operating rates*** at historical lows

~1.0Mmt

Estimated reduction in 2016 Black Sea exports compared to previous 5-

year high

Market Factors to Watch

Ammonia demand growth projected at ~2% in 2017

Page 22: PotashCorp BMO Capital Markets Global Metals & Mining Conference

2017 Phosphate Capacity Additions*Million Tonnes P2O5

Source: CRU, Katana, Profercy, PotashCorp

Global Phosphate Market OverviewAdjusting to New Capacity in Morocco & Saudi Arabia; Weak Near-term Indian Demand

Elevated Indian inventory levels to begin 2017

~65-70%

Current operating rate vs typical average ~77%

Low Chinese operating rates**

~1.4Mmt

DAP inventory on hand (57% above trailing 3-year

average)

Net Additions = +1.5 Mmt P2O5 (~3%) Market Factors to Watch

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

Slide #22

Morocco35%

Saudi Arabia

23%

42%

Others

Phosphate demand growth projected at ~2% in 2017

Page 23: PotashCorp BMO Capital Markets Global Metals & Mining Conference

Appendix: Merger of Equals with Agrium

Page 24: PotashCorp BMO Capital Markets Global Metals & Mining Conference

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

Slide #24

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.

Page 25: PotashCorp BMO Capital Markets Global Metals & Mining Conference

Low-Cost Potash Assets with High Quality Reserves

Slide #25

CoryVanscoy

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 MinePotashCorp Potash Mine

Page 26: PotashCorp BMO Capital Markets Global Metals & Mining Conference

4% 16%

10%

31%

39%

Premier Integrated Global Ag Input Retailer

Slide #26

• 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 facilitiesin 7 countries

NORTH AMERICA

SOUTH AMERICA

AUSTRALIA

Canada

USA

BrazilChileArgentin

a Uruguay

EBITDA (2015)89% North America / 11% Int’l

Providing everything growers

need to maximize yields

MerchandiseServices/Other

Seed

Crop Nutrients

Crop Protection

Crop inputs & services for

over 50 different crops

Corn23%

Wheat18%

Soybean16%

Canola11%

Cotton6%

Perm Crops8%

Veg5%

All Other13%

Source: Company filings.

Attractive Geographic Footprint Complete Ag Solutions Offering

Broad Crop Diversity

Page 27: PotashCorp BMO Capital Markets Global Metals & Mining Conference

Retail Integration and Optimization Opportunities

Slide #27

TRINIDAD

Agrium Nitrogen ProductionAgrium Phosphate ProductionAgrium Potash ProductionRetail: Crop Production Services (CPS)

Agrium Locations PotashCorp Locations

PotashCorp Nitrogen Production PotashCorp Phosphate ProductionPotashCorp Potash Production

Lima, OH :- Ammonia, UANOptimizable netback area: OH, IN

# of Retail Facilities: 75 Annual volume: 120,000 tons

Trinidad: UreaOptimizable netback area:

River NetworkNew Madrid ESN plant

# of Retail Facilities: 280 Annual volume:

440,000 tons

Aurora, NC: MAP/DAPOptimizable netback area:

East of MS River# of Retail Facilities: 267

Annual volume: 200,000 tons

Augusta, GA: UANOptimizable netback area:

East of MS River (Rail & Truck) # of Retail Facilities: 72

Annual volume: 150,000 tons

Geismar, LA: UANOptimizable netback area:

River Network# of Retail Facilities: 254

Annual volume: 325,000 tons

Page 28: PotashCorp BMO Capital Markets Global Metals & Mining Conference

Combination Provides Significant Synergy Opportunity

Slide #28

• 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 tonnesNorth American

product shipments

15,000+Total railcars

(~40% for potash)

1,700+Distribution points in

North America

$1.4 billionAnnual non-raw material /

MRO purchasesAnnual sustaining

capital spendTotal combined freight and distribution costs

$1.2 billion $1.2 billion

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

Page 29: PotashCorp BMO Capital Markets Global Metals & Mining Conference

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

Slide #29

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 MixOptimization

• Utilize retail network to optimize nitrogen and phosphate product mix ~$25M

1

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

Page 30: PotashCorp BMO Capital Markets Global Metals & Mining Conference

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 million Procurement

• 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 #30

2

3

4

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

Page 31: PotashCorp BMO Capital Markets Global Metals & Mining Conference

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

Slide #31

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

Page 32: PotashCorp BMO Capital Markets Global Metals & Mining Conference

There’s more online:

PotashCorp.comVisit us online

Facebook.com/PotashCorpFind us on Facebook

Twitter.com/PotashCorpFollow us on Twitter

Thank you

Page 33: PotashCorp BMO Capital Markets Global Metals & Mining Conference

PotashCorp.com

Contact Us

[email protected](306) 933-8500

Denita StannSenior VP, Investor & Public Relations

Jeff HolzmanSenior Director, Investor Relations & Sustainability

Ryan Shacklock Director, Investor Relations

Tim McMillanManager, Investor Relations

PotashCorp.com

Investor Relations