Nutrien Ltd. (NTR) Earnings Call Transcript & Summary

Good afternoon. My name is Jeff Holzman, Nutrien's Vice President of Investor Relations. Before the start of today's meeting, we would like to outline the agenda and various procedures and guidelines. In terms of agenda, our Chair, Russ Girling will call the meeting to order and address various preliminary matters. The items of business to be voted on will then be moved, to be followed by formal discussion and a brief general shareholder question-and-answer session. Registered shareholders and proxy holders of record are now able to submit comments or questions via the messaging platform on your screen, and the electronic ballot for voting is also now available on your screen. You are encouraged to complete your ballot in advance of the Q&A session. Voting will then close, and the Chair will report the voting results. During the formal discussion and Q&A portion of the meeting, comments or questions will be read aloud before being addressed. And the name of the submitting shareholder or proxy holder may be disclosed. Comments or questions that are redundant, or that have inappropriate language or are otherwise unduly disruptive to the orderly conduct of the meeting, will not be addressed, and questions that are not part of the formal discussion of the meeting's items of business may not be addressed. If during the course of the meeting, we encounter any technical difficulties with the webcast, please remain logged on, and we will resume as soon as possible. Finally, I would like to remind everyone that today's meeting may include forward-looking statements. These statements are given as of today's date and involve risks and uncertainties discussed in our filings with securities regulators. A number of factors and assumptions were applied in the formulation of such statements, and actual results could differ materially. For additional information with respect to forward-looking statements, factors and assumptions, we direct you to Nutrien's public filings. I will now turn it over to Russ.

Thank you, Jeff, and good afternoon, and welcome to this Annual Meeting of Nutrien. My name is Russ Girling, and I'm the Chair of the Board of Directors. And again, thanks, Jeff, for outlining today's agenda procedures in the guidelines. The meeting will now come to order. As Chair of the Board, I will act as Chair of the meeting. In the event that I am disconnected from the meeting as a result of a technical issue, Mr. Seitz will assume the role of Chair of the meeting. I'm appointing Clint Weiland, the Corporation's Assistant General Counsel and Assistant Corporate Secretary as the secretary of the meeting. With the concurrence of the meeting, I appoint Jennifer Oliver of Computershare Investor Services to act as scrutineer. I have been informed by the scrutineer that we have shareholders present or represented by proxy who hold a sufficient number of shares to constitute a quorum. I therefore declare that there is a quorum at this meeting. The scrutineer's report will be kept by the secretary with the records of the meeting. This year, Nutrien used the notice and access to deliver its annual financial statements and meeting materials and, as a result, the Notice of Meeting and the management proxy circular are accessible on Nutrien's website and under Nutrien's profile on SEDAR+ and EDGAR. I've received affidavits of publication of the record date for this meeting and of the distribution of notice and access notice and proxy form. I direct that a copy of the notice, together with proof of service, be kept by the secretary with the records of the meeting. I now declare the meeting regularly called and properly constituted for the transaction of business. The first on the agenda is the presentation of the comparative consolidated financial statements for the year ended December 31, 2024, and the report of the auditors in accordance with the Canadian Business Corporations Act, the statements are presented to the meeting, but no other action is required with respect to them. It is now in order to move to today's formal items of business. I'll move each item, and I have been advised by Mr. Seitz and Mr. Weiland, both proxy holders in attendance today, that they would be prepared to second each of the motions, so I move. Accordingly, unless there are any objections, I will take such motions as seconded with no further action needed. Voting on the applicable items of business to come before today's meeting is being conducted by a single electronic ballot that is now available, and voting will close approximately 30 seconds following the conclusion of the formal discussion and Q&A session. Once voting closes, the scrutineer will tabulate the results of each vote and matter. All items of business identified in the Notice of Meeting will be now moved. First, in the election of the directors, the management proxy circular sets forth the background of each of the nominees and the qualifications considered in making director nominations. This year, the 12 candidates listed in the management proxy circular will be nominated for election today. The proposed nominees are: Christopher Burley, Maura Clark, Michael Hennigan, Miranda Hubbs, Raj Kushwaha, Julie Lagacy, Consuelo Madere, Keith Martell, Aaron Regent, Ken Seitz, Nelson Silva and me, Russ Girling. Thank you to the nominees for agreeing to stand for election. I move to formally nominate as a Director each of the proposed nominees. As there are no nominations in accordance with the advanced notice requirements of the company's general bylaws, I declare the nominations closed. I also move to elect each of the 12 named individuals as directors of the corporation. As I advised earlier, I'll take such motions as seconded. Formal discussion, if any, will take place once all of the items of business identified in the Notice of Meeting have been moved. The next matter on the agenda is the appointment of the auditors. I move that a resolution be approved reappointing KPMG LLP chartered accountants as the auditors of the corporation to hold office until the close of the next annual meeting or until a successor is appointed and take such motion as seconded. The next item of business before the meeting today is the consideration and approval of the nonbinding advisory resolution accepting the corporation's approach to executive compensation disclosed in the management proxy circular. I move that such resolution be approved and take such motion as seconded. The motions are now open for formal discussion and general shareholder questions will now be answered.

There are no comments or questions to be addressed. I turn it back to you, Russ.

Thanks, Jeff. Discussions of the items of business and our general Q&A are now closed. Accordingly, there are now 30 seconds remaining to complete your ballot, after which your ballot will be automatically submitted. As a reminder, you can vote for or against the election of each of the 12 director nominees, for or withhold in respect of the appointment of KPMG, and for or against the nonbinding advisory resolution regarding Nutrien's approach to executive compensation. We'll place music in the background during this final voting period. [Voting]

Based on the proxy tabulation results provided by the scrutineer regarding the matters to be voted on, with respect to the resolution regarding the election of each of the individuals nominated as directors, I declare that each of the 12 nominees is elected as a Director of the corporation. With respect to the resolution reappointing KPMG LLP as auditors of the corporation, I declare this motion carried. With respect to the nonbinding advisory resolution accepting the corporation's approach to executive compensation, I declare this motion carried. There being no further business, I now move that the meeting be terminated and take such motion as seconded. I declare the motion carried, and the meeting is now terminated. In conclusion, I'd like to note that Ken and his executive leadership team will be hosting our 2025 first quarter conference call to discuss Nutrien's results and the outlook tomorrow at 10:00 a.m. Eastern Time. So again, thank you for taking the time to join our meeting today and your continued support of our company. Have a great day.