Appointment of Proxyholder
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The undersigned hereby appoints Charles V. Magro, or failing him, Mayo M. Schmidt, | | | | | | Print the name of the person you are appointing: |
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| | | | | Note: If you are appointing a proxyholder other than the Nutrien Designees listed to the left you must return your form of proxy and MUST contact the Corporation’s transfer agent, AST Trust Company (Canada), at 1-866-751-6315 (toll-free within Canada and the U.S.) or 1-212-235-5754 (outside Canada and the U.S.) by 5:30 p.m. (Eastern time) on May 4, 2020, or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the convened or reconvened meeting, as applicable, and provide AST Trust Company (Canada) with the required information for your proxyholder so that AST Trust Company (Canada) may provide your proxyholder with a control number via email. This control number will allow your proxyholder to log in and vote at the Meeting. Without a control number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote or submit questions at the Meeting. |
as proxyholder of the undersigned, with full power of substitution, to attend, vote and act for and on behalf of the undersigned at the Meeting of the Shareholders of the Corporation to be held on May 6, 2020 at 5:30 p.m. (Eastern time), via live online webcast at https://web.lumiagm.com/176182151, and at any adjournment or postponement of the Meeting, and on every ballot that may take place in consequence thereof to the same extent and with the same powers as if the undersigned were present at the Meeting, with authority to vote at the proxyholder’s discretion except as otherwise specified below. Information on the following can be found in the Management Proxy Circular for the Meeting. Without limiting the general powers hereby conferred, the undersigned hereby directs the proxyholder to vote the common shares represented by this proxy in the following manner:
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| | | | FOR | | WITHHOLD | | | | | | | | FOR | | WITHHOLD | | |
01 | | Christopher M. Burley | | ☐ | | ☐ | | | | 07 | | Consuelo E. Madere | | ☐ | | ☐ | | |
02 | | Maura J. Clark | | ☐ | | ☐ | | | | 08 | | Charles V. Magro | | ☐ | | ☐ | | |
03 | | David C. Everitt | | ☐ | | ☐ | | | | 09 | | Keith G. Martell | | ☐ | | ☐ | | |
04 | | Russell K. Girling | | ☐ | | ☐ | | | | 10 | | Aaron W. Regent | | ☐ | | ☐ | | |
05 | | Miranda C. Hubbs | | ☐ | | ☐ | | | | 11 | | Mayo M. Schmidt | | ☐ | | ☐ | | |
06 | | Alice D. Laberge | | ☐ | | ☐ | | | | | | | | | | | | |
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2. Re-Appointment of KPMG LLP as Auditor |
FOR ☐ or WITHHOLD ☐ on there-appointment of KPMG LLP, Chartered Accountants, as auditor of the Corporation.
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3. Non-Binding Advisory Say on Pay |
FOR ☐ or AGAINST ☐ anon-binding advisory resolution to accept the Corporation’s approach to executive compensation.
THE COMMON SHARES REPRESENTED BY THIS PROXY WILL BE VOTED, WHERE THE SHAREHOLDER HAS GIVEN A CHOICE ABOVE, AS DIRECTED OR, IF NO DIRECTION IS GIVEN,FOR EACH OF THE ABOVE MATTERS OF BUSINESS. THE PERSON OR PERSONS APPOINTED UNDER THIS PROXY ARE CONFERRED WITH DISCRETIONARY AUTHORITY WITH RESPECT TO AMENDMENTS OR VARIATIONS OF THOSE MATTERS SPECIFIED IN THIS PROXY AND THE NOTICE OF MEETING, AND WITH RESPECT TO ANY OTHER MATTERS WHICH MAY BE PROPERLY BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF, IN EACH INSTANCE, TO THE EXTENT PERMITTED BY LAW, WHETHER OR NOT THE AMENDMENT, VARIATION OR OTHER MATTER THAT COMES BEFORE THE MEETING IS ROUTINE AND WHETHER OR NOT THE AMENDMENT, VARIATION OR OTHER MATTER THAT COMES BEFORE THE MEETING IS CONTESTED. THIS FORM OF PROXY SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING NOTICE OF MEETING AND MANAGEMENT PROXY CIRCULAR.
The undersigned hereby revokes any prior proxies.
DATED this day of , 2020.
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Signature of Shareholder |
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Name of Shareholder (Please Print) |