scotiabank fertilizer and chemicals conference

Creation of a World-Class Integrated Global Supplier of Crop Inputs

September 20, 2016

Disclaimer

Forward-Looking Statements

Certain statements and other information included in this presentation constitute "forward-looking information" or "forward-looking statements" (collectively, "FLS"). All statements in this presentation, other than those relating to historical information or current conditions, are FLS, including, but not limited to, statements as to Agrium and PotashCorp management's expectations

with respect to: the proposed combination of Agrium and PotashCorp ("Transaction") into a combined entity (“NewCo”), including NewCo's assets, cost structure, financial position, cash flow and growth prospects; nameplate capacity; future project development; the anticipated benefits and synergies of the Transaction, including strategic and integration opportunities; governance matters

relating to NewCo; the stock exchange listings of NewCo's shares; expectations regarding NewCo’s dividends; and certain combined operational, financial and other information. This presentation also contains FLS regarding the anticipated completion of the Transaction and timing thereof. The combined and/or pro forma information set forth in this presentation does not reflect what the actual financial and operational results would necessarily have been had Agrium and PotashCorp operated as a single combined entity for the periods presented, and such

information does not purport to project NewCo’s results of operations for any future period. The purpose of the financial outlook provided herein, including in respect of NewCo’s future cash flows and EBITDA, is to assist readers in understanding expected and targeted financial results, and this information may not be appropriate for other purposes.

FLS in this presentation are based on certain key expectations and assumptions made by Agrium and PotashCorp, including expectations and assumptions concerning: customer demand for NewCo’s products; commodity prices and interest and foreign exchange rates; planned synergies, capital efficiencies and cost-savings; applicable tax laws; future production rates; future debt

ratings; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour and services; and the receipt, in a timely manner, of regulatory, shareholder and court approvals in respect of the Transaction. Although Agrium and PotashCorp believe that the expectations and assumptions on which such FLS are based are reasonable,

undue reliance should not be placed on the FLS because Agrium and PotashCorp can give no assurance that they will prove to be correct.

FLS are subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this presentation. The key risks and uncertainties include, but are not limited to: general global economic, market and business conditions; weather conditions including impacts from regional flooding and/or

drought conditions; crop planted area, yield and prices; the supply and demand and price levels for major products of Agrium and PotashCorp may vary from what each currently anticipates; governmental and regulatory requirements and actions by governmental authorities, including changes in government policy, government ownership requirements, changes in environmental, tax

and other laws or regulations and the interpretation thereof, and political risks, including civil unrest, actions by armed groups or conflict, regional natural gas supply restrictions as well as counterparty and sovereign risk; delays in completion of turnarounds at Agrium and PotashCorp major facilities; and other risk factors detailed from time to time in Agrium and PotashCorp

reports filed with the Canadian securities regulators and the Securities and Exchange Commission in the United States. There are also risks that are inherent in the nature of the Transaction, including: failure to realize anticipated synergies or cost savings; risks regarding the integration of the two entities; incorrect assessments of the values of the other entity; and failure to obtain

any required regulatory and other approvals (or to do so in a timely manner). The anticipated timeline for completion of the Transaction may change for a number of reasons, including the inability to secure necessary regulatory, court or other approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Transaction. As a result of

the foregoing, readers should not place undue reliance on the FLS contained in this presentation concerning the timing of the Transaction.

Agrium and PotashCorp disclaim any intention or obligation to update or revise any FLS in this presentation as a result of new information or future events, except as may be required under applicable U.S. federal securities laws or applicable Canadian securities legislation.

Not a Solicitation

This presentation is not intended as, and does not constitute, a solicitation of proxies or votes in connection with the requisite Agrium securityholders’ and PotashCorp securityholders’ approval of the Transaction. A joint information circular of Agrium and PotashCorp describing details of the Transaction, NewCo and other information is expected to be mailed to Agrium securityholders

and PotashCorp securityholders in connection with the respective securityholder meetings to approve the Transaction in early October 2016.

International Financial Reporting Standards

Each of Agrium and PotashCorp prepares its financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), and financial information set forth in this presentation is presented in accordance with IFRS. IFRS differs in certain material respects from U.S. generally accepted accounting principles

and, as such, information presented herein may not be directly comparable with similar information presented by U.S. companies.

Non-IFRS Financial Measures

Certain financial measures in this presentation, including free cash flow (“FCF”), are not prescribed by, and do not have any standardized meaning under, IFRS. Agrium’s and PotashCorp’s method of calculation of the non-IFRS financial measures may not be directly comparable to that of other companies. Agrium and PotashCorp consider these non-IFRS financial measures to

provide useful information to investors in measuring financial performance and financial condition. These non-IFRS financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS.

1

Combination Creates an Integrated Global Nutrients Champion

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

Combined market capitalization of $26 billion and enterprise value of $36 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 ~$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)

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

____________________Note: Dollars in U.S. dollars.(1) Based on Agrium and PotashCorp enterprise values as of 08/29/16, the day before the announcement of merger discussions between Agrium and PotashCorp.(2) Assumes $500 million of annual synergies capitalized at a blended EV / 2017E EBITDA multiple of 10x, not including costs to achieve. (3) Represents combined 2015 cash provided by operating activities.(4) Adjusted for the new share count, subject to market conditions and Board approval at the time of closing.

2


World-Class Producer of Crop Nutrients Integrated with Leading Retail Distribution

___________________________Source: Company filings. Note: Dollars in U.S. dollars.(1) K figures represent estimated annual nameplate capacity as of 12/31/15, which may exceed operational capability, and N & P figures represent estimated annual operating capacity as of 12/31/15.

TRINIDAD

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

Agrium Locations PotashCorp Locations

PotashCorp Nitrogen Production PotashCorp Phosphate ProductionPotashCorp Potash Production

World-class potash platform with ~19 mtpa capacity plus additional 3.0 mtpa of incremental capacity to come online

Leading integrated ag input retailer with platform for growth

Low-cost nitrogen assets with local distribution; diverse phosphate product portfolio

Opportunity for asset and distribution optimization

Retail> 1,400 Locations

~19 mtpa(1)

K N

~8 mtpa(1)

P

~3 mtpa (1)

3

Source: PotashCorp

Potash

Phosphate

Nitrogen

PotashCorp Gross Margin (as a % of Net Sales)

K

N

P

____________________Source: Company filings.(1) 2016 margins based on H1, 2016.

Potash Has Generated Superior Margins Even in Weak Market Conditions

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016-20

0

20

40

60

80

100

50%

38% 41%33%

47%60%

53%

58%

79%

60% 66%73%

64%58% 57% 57%

35%

Potash

Phosphate

Nitrogen

(1)

4


Significant Benefits to Both Agrium and PotashCorp Shareholders

Transaction does not rely on improvement in market conditions to drive shareholder value

Benefits for PotashCorp Shareholders

• Proportionate participation in ~$500M in operating synergies (~20% value creation)

• Access to strong balance sheet and significant cash flow to better support retail growth strategy, improve credit metrics and lower cost of capital

• Ability to accelerate Retail growth over time using combined footprint / balance sheet

• Exposure to the lowest cost and highest quality North American potash assets provides substantial leverage to improvements in nutrient prices

• Combined nitrogen assets will create second largest North American nitrogen producer

• Unique opportunities in combining phosphate assets

• Proportionate participation in ~$500M in operating synergies (~20% value creation)

• Enhances the nutrient portfolio by providing access to an extensive distribution and retail network, including a platform for innovation and the opportunity to expand into higher-end products

• Retail platform enhances earnings stability

• Complementary potash assets that enhance the company’s footprint and provide operational planning efficiencies

• Combined assets provide nitrogen integration opportunities and greater strategic options in phosphate

• Ability to use combined balance sheet strength to bolster leading position through the bottom of the nutrient cycle

Benefits for Agrium Shareholders

5


• Current nutrient and crop price environment below historic norms

• NewCo to have significant profitability despite the weak environment

Corn Belt Potash

($ / bu)

____________________Source: Fertecon and FactSet.

Combined Company has Significant Leverage to Market Recovery

0

100

200

300

400

500

600

NOLA Urea Tampa DAP

20 Yr. Avg. 10 Yr. Avg. 5 Yr. Avg. Current 20 Yr. Avg. 10 Yr. Avg. 5 Yr. Avg. Current 20 Yr. Avg. 10 Yr. Avg. 5 Yr. Avg. Current

0

1

2

3

4

5

6

Corn

20 Yr. Avg. 10 Yr. Avg. 5 Yr. Avg. Current

($ / bu)Soybeans

0

2

4

6

8

10

12

14

20 Yr. Avg. 10 Yr. Avg. 5 Yr. Avg. Current

($ / mt)

6

2005 2010 2015 2016 Guidance Midpoint 2020 Target Range$0

$300

$600

$900

$1,200

$1,500

$113

$524

$1,033

$1,125

Retail EBITDA(USD Millions)

Tuck-In Acquisitions 2010 2011 2012 2013 2014 2015 2016 YTD

# of Locations Acquired 100 33 59 22 32 26 65+

Annual Sales (1) (USD millions) $483 $210 $477 $128 $192 $190 $500+

Significant Opportunity to Accelerate Retail Growth

• Retail provides a strong pipeline of opportunities to drive value-enhancing growth, while expanding solutions offering for growers

___________________________(1) Does not include revenue from equity positions or joint ventures.(2) 2016 Retail EBITDA based on guidance midpoint as at August 3, 2016.(3) 2020 Target range, as disclosed at Agrium’s June 2016 Investor Day.

(2) (3)

7

Combination Provides Significant Synergy Opportunity

~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

___________________________Source: Estimates per Agrium and PotashCorp management.Note: Dollars in U.S. Dollars.

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

• Dedicated teams established at each company to identify synergy opportunities

• Synergy teams conducted assessments to quantify opportunities

8

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


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

1

9

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


2

3

4

10

$13.5

$12.4

~$5 ~$31

0

5

10

15

20

25

30

$35

PotashCorp Unaf fected Market Capitalization

Agrium Unaf fected Market Capitalization

Capitalized Synergies Estimated Value to Shareholders


___________________________Source: Company filings and FactSet as of 08/29/16.Note: Dollars in U.S. dollars.(1) Based on market close trading prices on 08/29/16. (2) Assumes $500 million of annual synergies capitalized at a blended EV / 2017E EBITDA multiple of 10x, not including costs to achieve.

~20% value creation for the combined enterprise from synergy opportunity

Equity Value($ in billions)

(2)

+20%

Equity Value($ in billions)

+20%

(1)(1)

Compelling Value Creation for Shareholders

11


2014A 2015A 2016A$0

$1

$2

$3

$4

$5

$6

____________________Source: Company filings and Wall Street Estimates as of 08/29/16.Note: Dollars in U.S. dollars.(1) Pro forma FCF (including synergies) defined as combined cash provided by operating activities plus after tax synergies of $365 million ($500 million annual synergies taxed at illustrative 27% rate) less sustaining capex less

current combined dividend. (2) Assumes current annual dividend / share of $3.50 and $0.40 for Agrium and PotashCorp, respectively, multiplied by current basic shares outstanding.(3) Based on average pro forma sustaining capex from 2011 – 2015. (4) Based on Wall Street Research estimates.(5) Adjusted for the new share count, subject to market conditions and Board approval at the time of closing.

Robust Cash Flow Generation Even at Low Point in Nutrient Cycle

($ in billions)

Pro Forma FCF (including synergies) (1)

Pro Forma Sustaining CapEx (3)

Current Combined Dividend (2)

• Synergies provide further buffer

• Substantial free cash flow provides significant protection to sustaining capital and dividends, even in bottom of the cycle

1 • All large capital projects complete for both Agrium and PotashCorp

3

2 • Strong potential to fund future growth, return excess capital to shareholders

4

Post 2016E

~$1bn of operating cash flow in excess of the current dividend and sustaining capex (1)

(4)

Substantial Cash Flow Through the Cycle

Increase in combined dividend

of ~$190mm (5)

12


~$4bn of Combined Operating Cash Flow (1)

Maintain existing asset base

Maintain strong balance sheet and investment grade rating

Capital Allocation Priorities

Sustain The Base Grow Core Businesses Return Excess Capital

Benefit from significant expansion investments

Continue successful retail strategy

Selective and opportunistic approach to M&A and capital projects

Expect to establish a dividend payment equal to the current Agrium level, adjusted for the new share count (2)

Share repurchases

____________________Source: Company filings.Note: Dollars in U.S. dollars.(1) Represents combined 2015 cash provided by operating activities.(2) Subject to market conditions and Board approval at the time of closing.

13


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

____________________Note: Dollars in U.S. dollars.(1) Assumes $500 million of annual synergies capitalized at a blended EV / 2017E EBITDA multiple of 10x, not including costs to achieve.

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

14

Appendix

Summary Transaction Terms

All-stock merger of equals transaction Combined enterprise value of $36bn(1)

NewCo to be named at a later date before closing

Transaction Structure

Ownership PotashCorp shareholders: 52%, Agrium shareholders: 48%

Agrium shareholders to receive 2.230 shares in NewCo for each Agrium share PotashCorp shareholders to receive 0.400 shares in NewCo for each PotashCorp share

Key Closing Conditions

Favorable vote of 2/3 of shares represented at Agrium and PotashCorp shareholder meetings Subject to regulatory approvals, Court approval and other customary closing conditions

including TSX and NYSE listing Targeted closing during mid-2017

Governance & Leadership

Initial board to have equal representation from Agrium and PotashCorp Lead Independent Director to be designated by Agrium Executive Chairman: Jochen Tilk (executive responsibility for business strategy function) Chief Executive Officer: Chuck Magro Chief Financial Officer: Wayne Brownlee Chief Integration Officer: Steve Douglas

____________________Source: Company filings and FactSet as of 08/29/16. Note: Dollars in U.S. dollars.(1) Based on Agrium and PotashCorp enterprise values as of 08/29/16, the day before the announcement of merger discussions between Agrium and PotashCorp.

Location Registered head office in Saskatoon, with Canadian corporate offices in both Calgary and

Saskatoon

16


New

Co

Pot

ashC

orp

Mos

aic

Ura

lkal

i

Bel

arus

kali

Eur

oche

m CF

Yar

a

ICL

Agr

ium

0.0

10.0

20.0

30.0

40.0

Potash Phosphate Nitrogen

(Mtpa)

Global Total Fertilizer Capacity Global Total Potash Capacity

Global Phosphate Capacity (2)Global Nitrogen Capacity (1)

CF

Yar

a

New

Co

OC

I

Pot

ashC

orp

QA

FC

O

Agr

ium

Eur

oche

m

IFF

CO

Koc

h

0.0

5.0

10.0

15.0(Mtpa)

Mos

aic

OC

P

New

Co

Pho

sagr

o

Pot

ashC

orp

IFF

CO

ICL

Eur

oche

m

Val

e

Agr

ium

0.0

2.5

5.0

7.5(Mtpa)

New

Co

Pot

ashC

orp

Ura

lkal

i

Mos

aic

Bel

arus

kali

K+S

Eur

oche

m

ICL

Agr

ium

SQ

M

0.0

10.0

20.0

30.0(Mtpa)

Capacity expansions

___________________________Source: Company filings, IHS.Note: Represents 2015 capacity and announced capacity expansion projects. Note capacity utilization varies based on demand and operating conditions and thus capacity does not reflect sales volumes.(1) Represents Gross Ammonia.(2) Represents P2O5.

An Integrated Global Supplier of Crop Inputs

17

CoryVanscoy

Allan

Patience Lake

Lanigan

Rocanville


Pro Forma Potash Contribution Nameplate Capacity (1)

(million tonnes)

___________________________Source: Company filings and Company information. (1) Represents estimated nameplate capacity as of December 31, 2015, which may exceed operational capability. Please refer to PotashCorp’s Annual Report on Form 10-K for the fiscal year ended December

31, 2015 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.

Total combined potash nameplate capacity of 19.1 million tonnes (1)

Capacity expansions provide platform for future growth Opportunities for procurement synergies through operational efficiency

Agrium Potash MinePotashCorp Potash Mine

Agrium PotashCorp NewCo

Muriate of Potash (MOP) 3.0 16.1 19.1

35%

3 Year Avg. EBITDA (2)

Low-Cost Potash Assets with High-Quality Reserves

18

2013 2014 2015 2016F 2017F0

25

50

75

100

125

150Cash-related Cost of Goods Sold

Depreciation and Amortization

(1)

(2) (3)

Source: PotashCorp

$ - Per Tonne (Potash)

Recent Investments Are Reducing Potash Cost per Tonne

Rocanville cash costs anticipated to be ~$45-$50 per

tonne when ramped up

Opportunity to Further Enhance PotashCorp’s Already Low-Cost Potash Position

___________________________Source: Company filings. Note: Dollars in U.S. dollars.Note: Chart represents PotashCorp costs only and is not a representation of NewCo.(1) Refers to total cost of goods sold less depreciation and amortization.(2) Excluding severance and transition charges in 2016.(3) Assumes Rocanville production of approximately 3mmt in 2016 and 5mmt in 2017; FX rate of CDN 1.34 per 1 USD; 2016 sales volumes consistent with guidance

19

4% 16%

10%

31%

39%


Attractive Geographic Footprint Complete Ag Solutions Offering

Broad Crop Diversity

Providing everything growers need to maximize yields

Over 1,400 facilitiesin 7 countries

MerchandiseServices/Other

Seed

Crop Nutrients

Crop Protection

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

NORTH AMERICA

SOUTH AMERICA AUSTRALIA

Canada

USA

Hawaii

BrazilChileArgentina

Uruguay

____________________Source: Company filings.

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

Corn23%

Wheat18%

Soybean16%

Canola11%

Cotton6%

Perm Crops8%

Veg5%

All Other13%

Crop inputs & services forover 50 different crops

Premier Integrated Global Ag Input Retailer

20


____________________Source: Company filings and Company information. (1) Represents estimated annual capacity as of December 31, 2015. Please refer to PotashCorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015

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.

Pro Forma Nitrogen Contribution

Pro Forma Phosphate Contribution

Total combined nitrogen and phosphate nameplate capacity of 7.7 and 2.6 million nutrient tonnes, respectively (1)

Combined company expected to benefit from increased product diversity

Complementary geographic locations of production and distribution assets efficiently expand market access

Nitrogen platform benefits from low cost North American feedstock and local distribution

Synergy opportunities associated with phosphate integration potential

Map of Combined Facilities

PotashCorp

Phosphate Production

AgriumNitrogen ProductionPhosphate Production

Nitrogen Production

TRINIDAD



34%

12%

High Quality, Complementary Nitrogen and Phosphate Operations

21


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


Geismar, LA: UANOptimizable netback area:

River Network# of Retail Facilities: 254


Retail Integration and Optimization Opportunities

22


Largest Public Fertilizer Company

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

3rd Largest Natural Resource Company in Canada

~$41 (1)

Enterprise Value ($ in billions)

$55 $48

$36

$33 $30

$19 $16 $16 $15 $14

$0

$10

$20

$30

$40

$50

$60

Suncor Canadian Natural

NewCo Imperial Oil Barrick Husky Energy Goldcorp Teck Encana Cenovus

NewCo PotashCorp Agrium Mosaic CF Yara Uralkali ICL OCI SQM K+S PhosAgro Sinofert Arab Potash

$0

$10

$20

$30

$40

$50

$36

$18 $18

$13 $13 $11 $10 $9 $8 $8 $7 $7

$2 $2

Enterprise Value ($ in billions)

~$41 (1)

A “Must-Own” Stock In The Global Capital Markets

23


____________________Source: FactSet and Company filings as of 08/29/16. Note: Dollars in U.S. dollars.(1) NewCo EV with synergies assumes $500 million of annual synergies capitalized at a blended EV / 2017E EBITDA multiple of 10x, not including costs to achieve. (2) Based on fiscal year 2015 actual results. NewCo EBITDA with synergies based on $500 million of annual synergies.(3) Represents combined 2015 cash provided by operating activities. Synergized figure of $4.4bn includes after tax synergies of $365 million ($500 million annual synergies tax effected at illustrative 27% rate).(4) Represents current dividend yield as of 08/29/16.(5) Credit rates reported by S&P / Moody’s as of 8/31/16.(6) Net debt figures as of 06/30/16. PotashCorp figures per Q2 2016 Form 10-Q, Agrium figures per Q2 2016 6-K.(7) Subject to market conditions and Board approval at the time of closing, adjusted for the new share count.

NewCo

Revenue (2)

EBITDA (2)

EBITDA

Margin (2)

Operating Cash Flow (3)

Dividend (4)

Credit Ratings(5)

Net Debt (6)

~$5.8bn

~$2.6bn

~14%

~$1.7bn

3.9%

BBB / Baa2

~$5.3bn

~$2.1bn

~$14.8bn

~45%

~$2.3bn

2.5%

BBB+ / A3

~$4.5bn

~$20.6bn

~$4.7bn / ~$5.2bn with Synergies

~23% / ~25% with Synergies

~$4.0bn / ~$4.4bn with Synergies

Expected to Maintain Current Agrium Level(7)

Targeting Strong Investment Grade Rating

~$9.8bn

Enterprise Value (1) ~$18bn ~$18bn ~$36bn / ~$41bn

with Synergies

Combining Two Complementary World-Class Companies

24


• Customer needs better served with low-cost, high value products and services• Innovation in proprietary products, grower services and distribution

Customers

Local Communities

• Combination of two companies with a history of strong commitment to local communities• Shared best practices for engagement with local stakeholders

Employees• Opportunity to work for the largest global supplier of crop nutrients• Greater career prospects in a wider and more diverse group

Shareholders• All-stock transaction allows shareholders of both companies to participate in upside

from combination and future industry recovery• Immediately accretive to both sets of shareholders assuming run-rate synergies

A Transaction to Benefit All Stakeholders

25

0%

25%

50%

75%

100%

12/31/2015 1/31/2016 2/29/2016 3/31/2016 4/30/2016 5/31/2016 6/30/2016 7/31/2016


Implied “At-Market” Ownership (2016 YTD)(1)

___________________________Source: FactSet as of 08/29/16. (1) Based on rolling 5-day average share price.

Fairly timed, structured transaction where all shareholders share in benefits of the combination

8/297/296/295/304/303/313/11/311/1

Implied Agrium Ownership 08/29/16: 48% 10-Day VWAP: 48% 30-Day VWAP: 48% 60-Day VWAP: 48%

Implied PotashCorp Ownership 08/29/16: 52% 10-Day VWAP: 52% 30-Day VWAP: 52% 60-Day VWAP: 52%

Relative Trading Valuations Support Merger of Equals

26


($ in billions)

Leverage Adjusted Contribution(1)Contribution Before Synergies

____________________Source: Wall Street Estimates as of 08/29/2016 and Company filings.(1) Relative contributions based on leverage-adjusted metrics. Leverage adjustment based on closing share prices of NYSE-listed shares on 08/29/2016, the day before the announcement of merger

discussions between Agrium and PotashCorp, and 2Q CY16 balance sheets.(2) Operating cash flow based on Thomson consensus operating cash flow per share multiplied by basic shares outstanding.

PotashCorp Agrium Combined PotashCorp Agrium

CY15A - 17E Avg. 1.9 1.9 3.8

CY15A 2.6 2.1 4.7

CY16E 1.4 1.8 3.2

CY17E 1.7 1.9 3.6

CY15A - 17E Avg. 1.7 1.5 3.2

CY15A 2.3 1.7 4.0

CY16E 1.3 1.5 2.8

CY17E 1.4 1.4 2.7

EBIT

DA

Ope

ratin

g C

ash

Flow

(2)

51%

59%

44%

48%

52%

58%

47%

49%

49%

41%

56%

52%

48%

42%

53%

51%

Financial Contribution Supports Merger of Equals

27

Returned to Shareholders (1)

37%

External Invest-ments (2)

10%

Organic Invest-ments (3)

53%


53%


28%

External Invest-ments (2)

20%


52%


$11.5Bn $11.9Bn $23.3Bn

Capital Deployed(4) Capital Deployed(4) Capital Deployed(4)

+ =Growth capex34%

Sustaining capex18%

Share repurchase17%

Dividends11%

2012A – 2015A Capital Allocation Combined company has successfully balanced funding large expansion projects with capital returns to

shareholders

NewCo

Growth capex32%

Sustaining capex21%

Share repurchase15%

Dividends22%

____________________Source: Company filings.(1) Returned to Shareholders includes dividends paid and share repurchases.(2) External Investments represents cash deployed for acquisitions.(3) Organic Investments represents capital expenditures.(4) Capital Deployed defined as sum of capital expenditures, cash deployed for acquisitions, total dividends paid, and total share repurchases over the last four years (2012A – 2015A).

Growth capex30%

Sustaining capex23%

Share repurchase13%


46%

External Investments (2)

< 1%

Dividends33%

Strong Track Record of Capital Returns

28


~$41bn pro forma enterprise value(1) expected to provide a number of benefits to NewCo

• Improved strategic platform to pursue growth, manage risk exposures

• Enhanced importance in the global capital markets

• Greater trading liquidity on NYSE and TSX

Committed to strong investment grade credit ratings

Selected Balance Sheet Statistics (USD billions) (2)

NewCo(3) Mosaic CF K+S ICL Yara FMC

Total Debt / EBITDA 2.4x(4) 2.8x 3.8x 2.7x 3.1x 0.9x 3.2x

Total Debt $10.2bn $3.9bn $5.5bn $2.4bn $3.7bn $2.1bn $2.0bn

LTM EBITDA $4.3bn(4) $1.4bn $1.4bn $0.9bn $1.2bn $2.3bn $0.6bn

Credit Ratings A3 / BBB+(5)

Baa2 / BBB(5) Baa1 / BBB Baa2 / BBB- Ba1 / BBB- N/A / BBB Baa2 / BBB Baa2 / BBB

___________________________Source: Company filings and FactSet as of 08/29/16.(1) Assumes $500 million of annual synergies capitalized at a blended EV / 2017E EBITDA multiple of 10x, not including costs to achieve.(2) Based on Q2 2016 interim and 2015 annual filings for Agrium, PotashCorp, Mosaic, CF, K+S, ICL, Yara and FMC.(3) Excludes expected transaction adjustments.(4) Includes $500 million of annual synergies.(5) NewCo credit rating represents current credit ratings for PotashCorp and Agrium.

Leading Financial Platform

29

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