PotashCorp.com

Q4 2016 Conference CallJanuary 26, 2017

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, 2015, 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.

Performance

Key Highlights

• Fourth-quarter preliminary earnings of $0.07 per share1

• Full-year preliminary earnings of $0.40 per share

• Annual cash provided by operating activities of $1.3 billion

• Record second-half Canpotex2 shipments in 2016; fully committed for first-quarter 2017

• Initiated Rocanville ramp-up; expect potash company-wide cost of goods sold to decline by approximately $10 per tonne in 2017

• Market value of investments3 approximately $4.5 billion, or $5 per PotashCorp share4

• Undergoing an impairment assessment of the carrying value of certain assets, with a particular focus on phosphate; the impact of that review is not reflected in the preliminary results

1 All references to per-share amounts pertain to diluted net income per share2 Canpotex Limited, the offshore marketing company for PotashCorp and two other Saskatchewan potash producers3 Arab Potash Company, Israel Chemicals Ltd., Sinofert Holdings Limited, and Sociedad Quimica y Minera de Chile S.A.4 As of market close on January 25, 2017

Source: PotashCorp

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Lower Gross Margin Due Primarily to Weaker Prices in All Three Nutrients

Quarterly Gross Margin Comparison (Q4-15 vs. Q4-16)

Q4 2015

Potash Nitrogen Phosphate Q42016

0

90

180

270

360

450

$386

$183

-$63

-$87

-$53

US$ Millions

Potash• Decline in spot prices in 1H16 and lower contract prices settled

in 2H16

• Strong engagement in offshore markets and higher North American sales volumes compared to historically low Q415

• Reduced per-tonne costs due to optimization of production to lower-cost mines and absence of inventory-related shutdowns and closure costs at Penobsquis

Nitrogen• Weaker benchmark prices and realizations due to impact of

lower global energy costs and increased supply

• Lower natural gas costs in Trinidad were the primary driver of reduced per-tonne costs

Phosphate• Lower realizations primarily due to weaker fertilizer pricing

• Sales volumes fell, primarily due to weaker demand for our feed and industrial products

• Reduced per-tonne costs due to lower sulfur and ammonia input costs

Source: PotashCorp

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Lower Gross Margin Due Primarily to Weaker Prices in All Three Nutrients

Full-Year Gross Margin Comparison (2015 vs. 2016)

2015 Potash Nitrogen Phosphate 20160

500

1,000

1,500

2,000

2,500$2,269

$850

-$885

-$345-$189

US$ Millions

Potash• Decline in spot prices in 1H16 and lower contract prices

settled in 2H16

• Volumes down slightly due to delayed contracts and weaker 1H16 demand in offshore markets, partially offset by increased domestic shipments

• Lower costs due to the optimization of production to lower-cost mines and a weaker Canadian Dollar more than offsetting closure-related costs

Nitrogen• Weaker benchmark prices and realizations due to impact of

lower global energy costs and increased supply

• Increased sales volumes reflected a full year of increased production at our Lima facility

• Lower natural gas costs in Trinidad were the primary driver of reduced per-tonne costs

Phosphate• Lower realizations due primarily to weaker fertilizer

benchmark pricing

• Lower per-tonne costs due to lower sulfur and ammonia input costs

Source: PotashCorp

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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 #7

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

Outlook

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 due to FX weakness and local stock tightness • Acreage expansion to continue although at slower pace• Market adjusting to tightened credit availability

• Lower retail prices for N, P and K to benefit farmers• 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: CapIQ, BMI

$3.86

Corn (US$/bu)

$3.96

Futures3-Year Average

North America

LatinAmerica China India Other Asia

Soybean (US$/bu)

$10.25$10.46$0.20

$0.16

Sugar (US$/lbs)

$2,870

Palm Oil (MYR/mt)

$2,424

Regional Assessment

* As at January 24, 2017

Global Agriculture Backdrop

Dec’

17

Nov’

17

Oct’1

7

Nov’

17

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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-1780%

100%

120%

140%

160%

180%

* 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

Crop Price Index* as a % of Fertilizer Price Index**

113% 141%Average Ratio (Crop Index as % of Fertilizer

Index)

Slide #10

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

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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• Lower nutrient retail prices 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)

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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

-1

0

1

2

3

4

5

6

7

8 L. AmericaAfricaRussia

Other Asia

US

China**

Middle East

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Net Additions = +6.8 Mmt (~3%)

Black Sea Ammonia ExportsConstrained

~52%Current operating rate vs

typical average ~75%

Chinese operating rates*** at historical lows

~1.0Mmt

Estimated reduction in Black Sea exports

compared to previous 5-year high

Market Factors to Watch

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%Current operating rate vs

typical average ~77%

Chinese operating rates** at historical lows

~1.4Mmt

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

average)

31% MoroccoOther

34%

34%

Saudi Arabia

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

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2017 Guidance1

1 As at January 26, 20172 Does not include capitalized interest3 As a percentage of potash gross margin4 Includes income from dividends and share of equity earnings

Source: PotashCorp

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Potash sales volumes 8.7-9.4 million tonnes

Potash gross margin $550-$800 million

Nitrogen and phosphate gross margin $150-$400 million

Capital expenditures 2 $600 million

Effective tax rate 17-20 percent

Provincial mining and other taxes 3 17-20 percent

Selling and administrative expenses $225-$235 million

Finance costs $220-$230 million

Income from equity investments 4 $145-$165 million

Annual foreign exchange rate assumption CDN$1.32 per US$

Annual EPS sensitivity to foreign exchange US$ strengthens vs. CDN$ by $0.02 = +$0.01 EPS

Annual EPS sensitivity to potash prices Increases by $20 per tonne = +$0.14 EPS

Annual earnings per share $0.35-$0.55

PotashCorp.com

PotashCorp.com

Contact Us

Investorsir@potashcorp.com(306) 933-8500

Denita StannSenior VP, Investor & Public Relations

Jeff HolzmanSenior Director, Investor Relations & Sustainability

Ryan Shacklock Director, Investor Relations

Tim McMillanManager, Investor Relations

Mediapr@potashcorp.com(306) 933-8849

Randy BurtonDirector, Public Relations & Communications

PotashCorp.com