Proxy Alert

Proxy Alert Vote FOR shareholder resolution at Potash Corporation March 31, 2016 Potash Corporation of Saskatchewan Inc. Symbol: POT (TSX/NYSE) Annual Meeting Date: May 10, 2016

Filers: Congregation of the Sisters of Mercy of Newfoundland, OceanRock Investments (Meritas Jantzi Social Index Fund), both facilitated by SHARE.

Proposal: Conduct a human rights assessment for sourcing from Western Sahara Potash Corporation (Potash) purchases phosphate rock from a Moroccan state-owned enterprise operating in Western Sahara. Western Sahara is a “Non Self Governing Territory”, part of which is currently controlled by Morocco. Morocco’s claim of sovereignty over the Western Sahara is not recognized by the International Court of Justice1 or the United Nations2, and serious human rights violations have been reported in the territory. The United Nations Guiding Principles on Business and Human Rights provide a framework by which companies can address their responsibilities to respect human rights. The UN Guiding Principles are clear that companies should consider human rights impacts they may cause or contribute to through their own activities, or to which they

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may be linked by business relationships. Conducting an assessment of actual and potential impacts is the first step in human rights due diligence. In conflict-affected areas, due diligence for companies is all the more essential. The publicly-disclosed information about steps taken by the company does not provide shareholders with adequate information to assess whether Potash is meeting its responsibilities to respect human rights. No reports done by an independent party have been made publicly available, nor is it clear to what extent the UN Guiding Principles were used as a benchmark for assessing the company’s responsibilities.

SHARE urges a vote FOR this proposal.

http://www.icj-cij.org/docket/index.php?sum=323&p1=3&p2=4&case=61&p3=5 See Annex III, http://www.un.org/ga/search/view_doc.asp?symbol=A/5514%28Supp%29

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any other State, group of States or foreign

Background

companies in Western Sahara is contrary to the This is the second year this resolution has been filed at Potash. Last year, the resolution received 6.7% of the shareholder vote.3

UN Charter, customary international law and therefore illegal as it violates international law”; and  Lifosa, one of the biggest importers of phosphate

Since the 2015 Potash AGM the legal and

from Western Sahara, announced in March 2016

reputational

that it will no longer source phosphate from the

risks related to extraction of

resources from Western Sahara have steadily grown:

territory.  In 2015 the Robert F. Kennedy Center for Justice

 A December 2015 decision of the Court of Justice of the European Union annulled part of an agricultural free trade deal between the EU and Morocco because it included the Western Saharan territory where, the Court concluded, Moroccan sovereignty is not recognized, and that the EU authorities could not be assured that the human rights of the Saharawi would not be impaired by such a decision.

and Human Rights documented over 70 reports of serious human rights violations committed by the Moroccan authorities against the Sahrawi people including physical abuse, torture, restrictions on the right to freedom of assembly and expression, and right to freedom of movement. According to the Norwegian National Contact Point for the OCED

Guidelines

for Multi-National

Enterprises, “there is a heightened due diligence

 The UN Secretary-General Ban Ki-Moon visited

requirement for business in relation to human rights

the Sahrawi refugee camps at Tindouf and Bir

violations when operating in … the disputed Non-

Lehlu in March 2016, where he used the term

Self-Governing Territory of Western Sahara”.4

“occupation” to refer to Morocco’s presence in

(emphasis added)

Western Sahara. His Personal Envoy to the region called the situation a “time bomb” and reiterated

Concern about this issue has led a number of large

that the Secretary-General wanted to see an

institutional investors, including the Norwegian

urgent solution.

Pension Fund Global and the Swedish AP Funds, to

 In

September

2015,

the

United

Nations

Committee on Economic, Social and Cultural

remove from their portfolio companies sourcing phosphate rock from the Western Sahara.

Rights called on Morocco to respect the free, prior and informed consent of the Saharan people

For Further Information:

regarding the use of their natural resources  On October 14, 2015, the African Union issued a legal opinion on Western Sahara concluding that,

Kevin Thomas, Director, Shareholder Engagement

[email protected] | 416-992-5392

“Any exploration and exploitation of renewable or non-renewable natural resources by Morocco, 3

SHARE issued a Proxy Alert for that vote which contains additional background information, available here: http://share.ca/files/SHARE_Proxy_Advisory__Potash_and_Agrium.pdf 4 Final Statement of the Norwegian OECD National Contact Point (NCP): Mediated Outcome between the Norwegian Support Committee for Western Sahara and Sjøvik AS, 2013