PotashCorp Announces Posting of Form 10-K and Amendments to its General By-Law

Listed:  TSX, NYSE
Symbol: POT

SASKATOON, Feb. 25, 2015 /CNW/ - Potash Corporation of Saskatchewan Inc. (PotashCorp) announced today that the following materials for the fiscal year ended December 31, 2014 are now available on the company's website at www.potashcorp.com.

  • Annual Report on Form 10-K
  • 2014 Annual Integrated Report
    (includes Management's Discussion & Analysis and Audited Consolidated Financial Statements)
  • 2015 Management Proxy Circular

PotashCorp has filed the Annual Report on Form 10-K and related materials with securities regulators and it is available on the EDGAR section of the U.S. Securities and Exchange Commission's website at www.sec.gov. It will also be available on the Canadian Securities Administrators' website at www.sedar.com.

The company's audited financial statements can be downloaded from the PotashCorp website. Upon request, hard copies will be provided free of charge to security holders and can be ordered online or by contacting the company's investor relations department at:

Potash Corporation of Saskatchewan Inc.
Suite 500 – 122 1st Avenue South
Saskatoon, SK Canada
S7K 7G3

PotashCorp also announced that its Board of Directors have adopted certain amendments to the company's General By-Law. The amendments were adopted in light of evolving governance practices, and provide for:

  • the adoption of advance notice requirements for nominations of directors by shareholders (Advance Notice Requirement);
  • an increase to the quorum requirement for meetings of shareholders to two or more persons holding or representing not less than thirty three and a third percent (33.33%) of the total number of issued shares having voting rights;
  • elimination of the Chair being entitled to a second or casting vote in the event of equal votes at a meeting of shareholders; and
  • explicit authorization for the company to send by electronic means notices and other documentation to shareholders, including materials relating to future meetings of shareholders, where permitted by law, by way of "notice-and-access".

In particular, the Board believes the Advance Notice Requirement provides a clear and transparent process for all shareholders who intend to nominate directors at a shareholders' meeting, by providing a reasonable timeframe for shareholders to notify the company of their intention to nominate directors (in the case of an annual meeting of shareholders, not less than 30 before the date of the meeting) and by requiring nominating shareholders to disclose information concerning the proposed nominees. The Board will be able to evaluate the proposed nominees' qualifications and suitability as directors and respond as appropriate in the best interests of the company.  

The by-law amendments are effective immediately. Shareholders of PotashCorp will be asked to ratify and confirm them at the next meeting of shareholders currently scheduled to be held on May 12, 2015, as required by the Canada Business Corporations Act. The full text of the General By-Law (as amended) will be filed under PotashCorp's profile at www.sedar.com, will be available on the EDGAR section of the U.S. Securities and Exchange Commission's website at www.sec.gov and is now available on the company's website. A summary of the by-law amendments, as well as the full text of the General By-Law (as amended), can also be found in the company's 2015 Management Proxy Circular.

PotashCorp is the world's largest integrated fertilizer and related industrial and feed products company by capacity and plays an integral role in global food production. PotashCorp is the world's largest producer, by capacity, of potash and one of the largest producers of nitrogen and phosphate. These three essential nutrients are required to help farmers grow healthier, more abundant crops. With the global population rising and diets improving in developing countries, these nutrients offer a responsible and practical solution to meeting the long-term demand for food. While agriculture is its primary market, the company also produces products for animal feed and industrial uses. Common shares of Potash Corporation of Saskatchewan Inc. are listed on the Toronto Stock Exchange and the New York Stock Exchange.

SOURCE Potash Corporation of Saskatchewan Inc.

For further information: Investors: Denita Stann, Vice President, Investor and Public Relations, Phone: (306) 933-8521, Fax: (306) 933-8844, Email: ir@potashcorp.com; Media: Randy Burton, Director, Public Relations and Communications, Phone: (306) 933-8849, Fax: (306) 933-8844, Email: pr@potashcorp.com, Website : www.potashcorp.com


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