Potash Withdraws Proposal to Negotiate Transaction With K+S

Potash Corporation of Saskatchewan Inc.

announced that it has withdrawn its proposal to negotiate a transaction with K+S Aktiengesellschaft (K+S)

. The private proposal of €41 per share on May 31, 2015 sought to bring together complementary assets that would have enhanced financial resources and allowed the combined company and its stakeholders to benefit from greater diversification across geographies and products. It reflected a 59 percent premium to the volume weighted average of K+S' share price during the prior 12 months and included comprehensive, credible commitments to K+S' employees, unions and communities. "Our proposal reflected full and fair value, and was predicated on a collaborative process with access to customary due diligence," said Jochen Tilk, PotashCorp President and CEO. "Since that time, challenging macroeconomic conditions have contributed to a significant decline of global commodity and equity markets, with potash peer stocks down almost 40 percent*. In light of these market conditions and a lack of engagement by K+S management, we have concluded that continued pursuit of a combination is no longer in the best interests of our shareholders." PotashCorp will continue to focus on its disciplined growth strategy. With a strong balance