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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 3/09/06 Potash Corp of Saskatchewan Inc 10-K 12/31/05 12:6237 Bowne of Calgary/FA
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 328K
2: EX-10.DD Medium Term Incentive Plan Effective January 2006 HTML 108K
3: EX-11 Statement Re Computation of Per Share Earnings HTML 9K
4: EX-12 Computation of Ratio of Earnings to Fixed Charges HTML 15K
5: EX-13 2005 Annual Report HTML 1,208K
6: EX-21 Subsidiaries of the Registrant HTML 15K
7: EX-23 Consent of Deloitte & Touche Llp HTML 9K
8: EX-31.A Certification Pursuant to Section 302 of the HTML 10K
Sarbanes-Oxley Act of 2002
9: EX-31.B Certification Pursuant to Section 302 of the HTML 10K
Sarbanes-Oxley Act of 2002
10: EX-32 Certification Pursuant to Section 906 of the HTML 8K
Sarbanes-Oxley Act of 2002
11: EX-99 2006 Notice of Meeting, Proxy Circular and Form of HTML 551K
Proxy
12: 10-K PDF Courtesy Copy - Annual Report PDF 13,641K
| exv99 |
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Potash Corporation of Saskatchewan Inc. |
| May 4, 2006 | |
| 10:30 a.m. (local time) | |
| Adam Ballroom | |
| Delta Bessborough | |
| 601 Spadina Crescent East | |
| Saskatoon, Saskatchewan, Canada |
| Sincerely, | ||
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|
| D. J. HOWE | W. J. DOYLE | |
| Board Chair | President and Chief Executive Officer |
| May 4, 2006 | |
| 10:30 a.m. (local time) | |
| Adam Ballroom | |
| Delta Bessborough | |
| 601 Spadina Crescent East | |
| Saskatoon, Saskatchewan, Canada |
| 1. | to receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2005 and the report of the auditors thereon; |
| 2. | to elect the Board of Directors for 2006; |
| 3. | to appoint auditors for 2006; |
| 4. | to consider and, if deemed appropriate, adopt, with or without variation, a resolution (the full text of which is reproduced as Appendix B to the accompanying Management Proxy Circular) authorizing the Corporation to implement a new performance option plan, which is attached as Appendix C to the accompanying Management Proxy Circular; and |
| 5. | to transact such other business as may properly come before the Meeting or any adjournments thereof. |
| BY ORDER OF THE BOARD OF DIRECTORS | |
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|
| JOSEPH A. PODWIKA | |
| Secretary |
| 1. | Who can I call if I have questions about the information contained in this Management Proxy Circular or require assistance in completing my proxy form? |
| Georgeson Shareholder Communication Canada, Inc., the Corporation’s proxy solicitation agent, at 1-866-699-2833, for service in English and in French. |
| The management of the Corporation. Solicitation of proxies will be primarily by mail, supplemented by telephone or other contact by employees of the Corporation (who will receive no additional compensation), and all such costs will be borne by the Corporation. We have retained the services of Georgeson for the solicitation of proxies in Canada and in the United States. Georgeson’s services are estimated to cost $24,000. |
| Three items: |
| (1) | the election of directors; | |
| (2) | the appointment of auditors; and | |
| (3) | a resolution authorizing the Corporation to implement a new performance option plan. |
| The Corporation’s Board of Directors and management recommend that you vote FOR items (1), (2) and (3). |
| Common shareholders as at the close of business on March 13, 2006 (the “Record Date”) or their duly appointed representatives will be entitled to cast a vote. | |
| As at February 27, 2006, 103,651,326 common shares in the capital of the Corporation (the “Shares”) are entitled to be voted at the Meeting. |
| This will depend on the way in which you will be voting: |
| (1) | If you are a Registered Shareholder planning to attend the Meeting and wish to vote your Shares in person at the Meeting, your vote will be taken and counted at the Meeting. | |
| (2) | If you are a Registered Shareholder and voting using the proxy form, your proxy form should be received at the Toronto office of CIBC Mellon Trust Company by mail or facsimile prior to the commencement of the Meeting, or hand-delivered at the registration table on the day of the Meeting prior to the commencement of the Meeting. | |
| (3) | If you are a Registered Shareholder and voting your proxy by telephone or Internet, your vote should be received by CIBC Mellon Trust Company no later than 11:00 p.m. (Saskatoon time) on Tuesday May 2, 2006. | |
| (4) | If you are a Non-Registered Shareholder and wish to attend the Meeting or vote by proxy, you should refer to Item 11. |
| You are a Registered Shareholder if your name appears on your share certificate. The enclosed proxy form indicates whether you are a Registered Shareholder. | |
| You can vote your Shares by proxy or in person at the Meeting if you are a Registered Shareholder: |
| (1) | By Proxy |
| There are four ways that you can vote by proxy: |
| (a) | By Telephone |
| Call 1-866-271-1207 from your touch-tone phone and follow the instructions (only available to Registered Shareholders resident in Canada or the United States). | |
| You will need the control number located on the enclosed proxy form. You do not need to return your proxy form. |
| (b) | On the Internet |
| Go to www.eproxyvoting.com/potash and follow the instructions on screen. | |
| You will need the control number located on the enclosed proxy form. You do not need to return your proxy form. |
| At any time, CIBC Mellon may cease to provide telephone and Internet voting, in which case shareholders can elect to vote by mail, by fax or by attending the Meeting in person, as described below. |
| (c) | By Mail |
| By completing, dating and signing the enclosed proxy form and returning same in the envelope provided. |
| (d) | By Fax |
| By completing, dating and signing the enclosed proxy form and forwarding same by fax to 1-866-781-3111 (toll-free within Canada and the United States) or 1-416-368-2502 (from any country other than Canada and the United States). |
| If your Shares are not registered in your name (e.g. if they are held through a bank, trust company, securities broker or other nominee), do not use the above fax number as it is reserved for Registered Shareholders. Instead, use the fax numbers, if any, provided by your nominee. See Item 11(1). |
| (2) | By Attending the Meeting in Person |
| If you wish to vote in person at the Meeting, do not complete or return the proxy form. |
| 7. | What if I sign the proxy form as described in this Management Proxy Circular? |
| Signing the proxy form gives authority to Mr. Dallas J. Howe, Mr. William J. Doyle, Mr. Wayne R. Brownlee or Mr. Joseph A. Podwika, all of whom are either directors or officers of the Corporation, to vote your Shares at the Meeting in accordance with your voting instructions. | |
| A proxy must be in writing and must be executed by you or by your attorney authorized in writing or, if the shareholder is a corporation or other legal entity, by an officer or attorney thereof duly authorized. A proxy may also be completed over the telephone or over the Internet. See Items 6(1)(a) and (b). |
| 8. | Can I appoint someone other than these people to vote my Shares? |
| Yes. You have the right to appoint some other person of your choice, who need not be a shareholder, to attend and act on your behalf at the Meeting. If you wish to do so, please strike out those four printed names appearing on the proxy form, and insert the name of your chosen proxyholder in the space provided thereon. | |
| You cannot appoint a person to vote your Shares other than our directors or officers whose printed names appear on the proxy form if you decide to vote by telephone or Internet. | |
| It is important to ensure that any other person you appoint is attending the Meeting and is aware that his or her appointment has been made to vote your Shares. |
| 9. | How will my Shares be voted if I vote by proxy? |
| The persons named in the proxy form must vote or withhold from voting your Shares in accordance with your instructions on the proxy form. In the absence of such instructions, however, your Shares will be voted FOR the election to the Corporation’s Board of Directors of the nominees as described in this Management Proxy Circular and on the proxy form, FOR the appointment of Deloitte & Touche LLP as auditors until the close of the next annual meeting, FOR the resolution authorizing the Corporation to implement a new performance option plan and FOR management’s proposals generally. |
| 10. | If I change my mind, can I take back my proxy once I have given it? |
| Yes. A shareholder who has voted by proxy may revoke it by voting again in any manner (telephone, Internet, mail or fax). In addition, you may revoke a voted proxy by depositing an instrument in writing (which includes another proxy form with a later date) executed by you or by your attorney authorized in writing with our Corporate Secretary at Suite 500, 122 – 1st Avenue South, Saskatoon, Saskatchewan, Canada, S7K 7G3, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment or postponement thereof or by depositing it with the Meeting chair on the day of the Meeting, or any adjournment or postponement thereof. You may also revoke a proxy in any other manner permitted by law. | |
| Note that your participation in person in a vote by ballot at the Meeting will automatically revoke any proxy previously given by you in respect of business covered by that vote. |
| 11. | How do I vote if I am a Non-Registered Shareholder? |
| You are a Non-Registered (or Beneficial) Shareholder if your Shares are held through a bank, trust company, securities broker or other nominee. | |
| For most of you, the proxy form or the request for voting instructions sent or to be sent by your nominee indicates whether you are a Non-Registered (or Beneficial) Shareholder. |
| There are two ways that you can vote your Shares if you are a Non-Registered (or Beneficial) Shareholder: | |
| (1) By Providing Voting Instructions to Your Nominee |
| Your nominee is required to seek voting instructions from you in advance of the Meeting. Accordingly, you will receive, or have already received, from your nominee either a request for voting instructions or a proxy form for the number of Shares you hold. | |
| Every nominee has its own procedures which should be carefully followed by Non-Registered Shareholders to ensure that their Shares are voted at the Meeting. These procedures generally allow voting by telephone, on the Internet, by mail or by fax. Please contact your nominee for instructions in this regard. | |
| If your Shares are not registered in your name, do not use the fax number in 6(1)(d) as this number is reserved for Registered Shareholders. |
| (2) By Attending the Meeting in Person |
| If you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or proxy form to appoint yourself as proxyholder and follow the instructions of your nominee. | |
| Non-Registered Shareholders who instruct their nominee to appoint themselves as proxyholders should, at the Meeting, present themselves to a representative of CIBC Mellon at the table identified as “Beneficial Shareholders”. Do not otherwise complete the form sent to you as your vote will be taken and counted at the Meeting. |
| 12. | What if amendments are made to these matters or if other matters are brought before the Meeting? |
| The person named in the proxy form has discretionary authority with respect to amendments or variations to matters identified in the Notice of the Meeting and to other matters which may properly come before the Meeting. | |
| As of the date of this Management Proxy Circular, our management knows of no such amendment, variation or other matter expected to come before the Meeting. If any other matters properly come before the Meeting, the persons named in the proxy form will vote on them in accordance with their best judgment. |
| 13. | How will the votes be counted? |
| All matters to be considered at the Meeting will each be determined by a majority of votes cast at the Meeting by proxy or in person. In the event of equal votes, the Meeting chair is entitled to a second or casting vote. |
| You can contact the transfer agent as follows: | |
| By mail: |
| CIBC Mellon Trust Company | |
| 600 The Dome Tower | |
| 333 – 7th Avenue SW | |
| Calgary, Alberta, Canada T2P 2Z1 |
| By telephone: |
| 1-800-387-0825 (toll-free within Canada and the United States) | |
| or 1-416-643-5500 (from any country other than Canada and the United States) |
| By fax: |
| 1-416-643-5501 (all countries) |
| By e-mail: |
| inquiries@cibcmellon.com |
| 1. | Financial Statements |
| The Consolidated Financial Statements for the fiscal year ended December 31, 2005 are included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the U.S. Securities and Exchange Commission (“SEC”) and the Canadian securities regulatory authorities. |
| 2. | Nominees for Election to the Board of Directors |
| The 12 nominees proposed for election as directors of the Corporation are listed beginning on page 7. All are currently directors of the Corporation. All nominees have established their eligibility and willingness to serve as directors. Directors will hold office until the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed. | |
| Unless otherwise instructed, the persons designated in the form of proxy intend to vote for the election of the nominees listed beginning on page 7. If, for any reason, at the time of the Meeting any of the nominees are unable to serve, it is intended that the persons designated in the form of proxy will vote in their discretion for a substitute nominee or nominees. |
| 3. | Appointment of Auditors |
| Proxies solicited hereby will be voted to reappoint the firm of Deloitte & Touche LLP, the present auditors of the Corporation, as auditors of the Corporation to hold office until the next annual meeting of shareholders of the Corporation, unless the shareholder signing such proxy specifies otherwise. |
| 4. | Adoption of 2006 Performance Option Plan |
| At the Meeting, shareholders will be asked to consider and, if deemed appropriate, adopt, with or without variation, a resolution (the full text of which is reproduced as Appendix B to this Management Proxy Circular) authorizing the Corporation to implement a new performance option plan, which is attached as Appendix C to this Management Proxy Circular. Unless a proxy specifies otherwise, the persons designated in the form of proxy intend to vote for the resolution to approve the new performance option plan. |
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FREDERICK J. BLESI Director since 2001. Independence Status(1): Independent. |
Number of Shares Beneficially Owned Number of Deferred Share Units Held(2) Total Value of Shares Beneficially Owned and Deferred Share Units Held(3) Number of Shares Deemed to be Beneficially Owned |
Feb 2005 2,000 5,476 $664,018 16,000(4) |
Feb 2006 2,000 6,700 $835,635 11,000(5) |
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WILLIAM J. DOYLE Director since 1989. Independence Status (1): Non-independent. |
Number of Shares Beneficially Owned Number of Deferred Share Units Held(2) Total Value of Shares Beneficially Owned and Deferred Share Units Held(3) Number of Shares Deemed to be Beneficially Owned |
Feb 2005 77,551 0 $6,888,080 893,807 (4) |
Feb 2006 77,978 0 $7,489,787 790,490 (5) |
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JOHN W. ESTEY Director since 2003. Independence Status (1): Independent. |
Number of Shares Beneficially Owned Number of Deferred Share Units Held(2) Total Value of Shares Beneficially Owned and Deferred Share Units Held(3) Number of Shares Deemed to be Beneficially Owned |
Feb 2005 2,000 3,953 $528,745 2,000(4) |
Feb 2006 2,000 5,577 $727,771 2,000(5) |
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WADE FETZER III Director since 2002. Independence Status(1): Independent. |
Number of Shares Beneficially Owned Number of Deferred Share Units Held(2) Total Value of Shares Beneficially Owned and Deferred Share Units Held(3) Number of Shares Deemed to be Beneficially Owned |
Feb 2005 3,000 2,428 $482,115 6,000(4) |
Feb 2006 4,000 3,121 $683,972 7,000(5) |
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DALLAS J. HOWE Director since 1991. Independence Status(1): Independent. |
Number of Shares Beneficially Owned Number of Deferred Share Units Held(2) Total Value of Shares Beneficially Owned and Deferred Share Units Held(3) Number of Shares Deemed to be Beneficially Owned |
Feb 2005 6,000 8,539 $1,291,354 48,400(4) |
Feb 2006 8,000 11,043 $1,829,080 46,400(5) |
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ALICE D. LABERGE Director since 2003. Independence Status(1): Independent. |
Number of Shares Beneficially Owned Number of Deferred Share Units Held(2) Total Value of Shares Beneficially Owned and Deferred Share Units Held(3) Number of Shares Deemed to be Beneficially Owned |
Feb 2005 2,000 3,594 $496,859 2,000(4) |
Feb 2006 2,000 4,424 $617,025 2,000(5) |
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JEFFREY J. MCCAIG Director since 2001. Independence Status(1): Independent. |
Number of Shares Beneficially Owned Number of Deferred Share Units Held(2) Total Value of Shares Beneficially Owned and Deferred Share Units Held(3) Number of Shares Deemed to be Beneficially Owned |
Feb 2005 2,000 5,512 $667,216 28,000(4) |
Feb 2006 2,000 6,735 $838,997 28,000(5) |
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MARY MOGFORD Director since 2001. Independence Status(1): Independent. |
Number of Shares Beneficially Owned Number of Deferred Share Units Held(2) Total Value of Shares Beneficially Owned and Deferred Share Units Held(3) Number of Shares Deemed to be Beneficially Owned |
Feb 2005 4,000 6,587 $940,337 10,000(4) |
Feb 2006 4,000 7,307 $1,086,037 10,000(5) |
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PAUL J. SCHOENHALS Director since 1992. Independence Status(1): Independent. |
Number of Shares Beneficially Owned Number of Deferred Share Units Held(2) Total Value of Shares Beneficially Owned and Deferred Share Units Held(3) Number of Shares Deemed to be Beneficially Owned |
Feb 2005 2,000 4,410 $569,336 2,000(4) |
Feb 2006 2,000 5,430 $713,652 2,000(5) |
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E. ROBERT STROMBERG, Q.C. Director since 1991. Independence Status(1): Independent. |
Number of Shares Beneficially Owned Number of Deferred Share Units Held(2) Total Value of Shares Beneficially Owned and Deferred Share Units Held(3) Number of Shares Deemed to be Beneficially Owned |
Feb 2005 13,877 4,262 $1,611,106 46,277(4) |
Feb 2006 15,580 5,137 $1,989,868 47,980(5) |
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JACK G. VICQ Director since 1989. Independence Status(1): Independent. |
Number of Shares Beneficially Owned Number of Deferred Share Units Held(2) Total Value of Shares Beneficially Owned and Deferred Share Units Held(3) Number of Shares Deemed to be Beneficially Owned |
Feb 2005 3,186 3,094 $557,790 15,186(4) |
Feb 2006 3,186 3,791 $670,141 9,186(5) |
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ELENA VIYELLA DE PALIZA Director since 2003. Independence Status(1): Non-independent. |
Number of Shares Beneficially Owned Number of Deferred Share Units Held(2) Total Value of Shares Beneficially Owned and Deferred Share Units Held(3) Number of Shares Deemed to be Beneficially Owned |
Feb 2005 2,500 3,243 $510,093 2,500(4) |
Feb 2006 2,500 4,466 $669,084 2,500(5) |
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| (1) | See “Director Independence and Other Relationships”. |
| (2) | See “Compensation/ Attendance of Directors”. Deferred Share Units do not carry any voting rights. The number of Deferred Share Units held by each director has been rounded down to the nearest whole number. |
| (3) | Based on the price per Share on the NYSE of $88.82 as at February 28, 2005 and $96.05 as at February 27, 2006. The “Total Value of Shares Beneficially Owned and Deferred Share Units Held” as disclosed excludes the value of the additional deemed Shares included in the “Number of Shares Deemed to be Beneficially Owned”. |
| (4) | The number of Shares indicated above as deemed to be beneficially owned by the nominated directors includes Shares purchasable by such directors within 60 days of February 28, 2005 through the exercise of options granted by the Corporation, as follows: Frederick J. Blesi 14,000 Shares; William J. Doyle 816,256 Shares; Wade Fetzer III 3,000 Shares; Dallas J. Howe 42,400 Shares; Jeffrey J. McCaig 26,000 Shares; Mary Mogford 6,000 Shares; E. Robert Stromberg 32,400 Shares; and Jack G. Vicq 12,000 Shares. No stock options have been granted to the Corporation’s non-employee directors since November 2002. |
| (5) | The number of Shares indicated above as deemed to be beneficially owned by the nominated directors includes Shares purchasable by such directors within 60 days of February 27, 2006 through the exercise of options granted by the Corporation, as follows: Frederick J. Blesi 9,000 Shares; William J. Doyle 712,512 Shares; Wade Fetzer III 3,000 Shares; Dallas J. Howe 38,400 Shares; Jeffrey J. McCaig 26,000 Shares; Mary Mogford 6,000 Shares; E. Robert Stromberg 32,400 Shares; and Jack G. Vicq 6,000 Shares. No stock options have been granted to the Corporation’s non-employee directors since November 2002. |
| (6) | Mr. McCaig was a director of TCT Logistics Inc. (“TCT”) from June 2001 to January 2002. In or about January 2002, a receiver was appointed over the business and assets of TCT by a creditor of TCT. |
| 1. | A director will not be considered independent if, currently or within the preceding three years, as applicable: |
| (a) | the director is, or was, an employee or executive officer of the Corporation, including any affiliated entity of the Corporation; | |
| (b) | an immediate family member of the director is, or was, an executive officer of the Corporation, including any affiliated entity of the Corporation; | |
| (c) | the director is, or was, a partner of, employed by or affiliated with any of the Corporation’s present or former internal or external auditors; | |
| (d) | an immediate family member of the director is, or was, a partner of, employed by or affiliated with any of the Corporation’s present or former internal or external auditors as a partner, principal, manager or in any other capacity; or | |
| (e) | an executive officer of the Corporation serves or served on the compensation committee of an entity which, in turn, employs or employed either (i) the particular director as an executive officer or (ii) an immediate family member of such director as an executive officer. |
| 2. | A director will not be considered independent if the director received any direct compensation, or an immediate family member of the director received more than $100,000 in direct compensation, within the past three fiscal years from the Corporation, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided that such compensation is not contingent in any way on continued service). |
| 3. | A director will not be considered independent if the director has any of the following commercial or charitable relationships: |
| (a) | the director has served as an executive officer or employee of, or any of his or her immediate family members has served as an executive officer of, another company that makes payments to, or receives payments from, the Corporation for property or services in an amount that, in any one of the three most recent fiscal years, exceeds the greater of (x) $1,000,000 and (y) 2 percent of the annual consolidated gross revenues of the company for which such director, or any of his or her immediate family members, has served as an executive officer (or as an employee in the case of the director); or | |
| (b) | the director has served as an officer, director or trustee of a charitable organization, and the Corporation’s discretionary charitable contributions to that organization exceeds 1.5 percent of that organization’s total annual consolidated gross revenues within any one of the three most recent fiscal years (provided that the Corporation’s matching of employee charitable contributions will not be included in the amount of the Corporation’s contributions for this purpose). |
| 4. | Where a relationship exists as a result of a director who is a limited partner, a non-managing member or who occupies a similar position in an entity that does business with the Corporation, or who has a shareholding in such entity which is not significant, and who, in each case, has no active role in sales to, purchases from, or in providing services to the Corporation and derives no direct material benefit from same, such relationship shall be considered not to be material. |
| Annual Retainer ($) | Meeting and Other Fees ($) | Percentage | |||||||||||||||||||||||||||
| of Total | |||||||||||||||||||||||||||||
| Deferral to | Deferral to | Annual Grant of | Remuneration | ||||||||||||||||||||||||||
| Deferred Share | Deferred Share | Deferred Share | Total | in Deferred Share | |||||||||||||||||||||||||
| Director | Cash | Units | Cash | Units | Units ($) | Remuneration ($) | Units | ||||||||||||||||||||||
| Frederick J. Blesi | $ | – | $ | 45,000.00 | $ | 38,000.00 | $ | – | $ | 55,000.00 | $ | 138,000.00 | 72.46 | % | |||||||||||||||
| William J. Doyle | $ | – | $ | – | $ | – | $ | – | $ | – | $ | – | – | ||||||||||||||||