Common use of Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Clause in Contracts

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part of the Company, its subsidiaries or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Board in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting, and there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosure.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part The Company and each of the Company, its subsidiaries or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) maintain a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act and are controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization authorization; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Board in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed described in the General Disclosure Package and the Prospectus, in the last three years, there are has been (1) no material weaknesses weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and there has been (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs and its subsidiaries maintain “disclosure controls and procedures procedures” (as such term is defined in Rule 13a-15(e) 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part The Company and each of the Company, its subsidiaries or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) maintain a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act and are controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization authorization; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Board in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses described in the Company’s previous filings with the Commission, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and there has been (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs and its subsidiaries maintain “disclosure controls and procedures procedures” (as such term is defined in Rule 13a-15(e) 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement, the date of the Preliminary Prospectus Supplement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part of the Company, its subsidiaries any Nutrien Subsidiary or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada IFRS and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Company’s Board of Directors in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting, and there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange ActAct and as contemplated by the certifications required under National Instrument 52-109 — Certification of Disclosure in Issuer’s Annual and Interim Filings) that are designed to ensure that information required to be disclosed by the Company in its filings with the reports that it files or submits Commission under the Exchange Act and the Qualifying Authorities is recorded, processed, summarized and reported, within the time periods specified in the Commission’s or the Qualifying Authorities’ rules and forms, as applicable, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosure.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on Except as set forth in the part Time of Sale Information, the Company, its subsidiaries or and the Company’s Board of Directors to comply (the “Board”) are in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of promulgated in connection therewith (the New York Stock Exchange“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). The Company has devised and established and maintains the followinga system of internal controls, among otherincluding, but not limited to, internal controls (without duplication): (x) a system of “internal over accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act matters and (y) “internal control over financial reporting” , an internal audit function and legal and regulatory compliance controls (as such term is defined in Rule 13a-15(f) under the Exchange Actcollectively, “Internal Controls”) that comply with the requirements of Exchange Act, the Exchange Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada U.S. Generally Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls The Internal Controls over financial reporting are overseen by effective and the Audit Committee Company is not aware of the Board any material weakness in all material respects in accordance with the rules and regulations under the Exchange Actits Internal Control over financial reporting. Except as disclosed in the General Disclosure Package Time of Sale Information and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reportingsince December 31, and 2010, there has been no change in the Company’s internal control over financial reporting Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingInternal Controls. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) in accordance with the Public Company Accounting Oversight Board and the rules of the NASDAQ Stock Market. The Company employs has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company maintains “disclosure controls and procedures procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information required relating to be disclosed by the Company in the reports that it files or submits under the Exchange Act and its subsidiaries is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated made known to the Company’s management, as appropriate, to allow timely decisions regarding disclosureprincipal executive officer and principal financial officer by others within those entities and that such disclosure controls and procedures are effective.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no not currently and has not in the past been a failure on the part of the CompanyCompany or, its subsidiaries or to the Company’s Board knowledge, any of Directors its respective directors or officers, in their capacities as such, to comply in all material respects with the any applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of promulgated in connection therewith, including Sections 302, 402 and 906, and the New York Stock Exchangestatements contained in any certification pursuant to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and related rules and regulations are complete and correct. The Company has devised and established and maintains the following, among other, internal disclosure controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act procedures and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Board in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting, and there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, as are currently required (as such terms are defined in Rule 13a-15 and 15d-15 under the Exchange Act); the Company’s internal control over financial reporting. The Company employs disclosure controls and procedures (as such term is defined in Rule 13a-15(eA) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officer of the Company, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules Exchange Act and forms, the Rules and is accumulated Regulations; (B) have been evaluated for effectiveness; and communicated (C) are effective in all material respects to perform the functions for which they were established. Except as discussed with the Company’s managementauditors and audit committee and as disclosed in each of the General Disclosure Package and the Final Prospectus, as appropriate(A) there are no significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize, and report financial data and (B) there is, and there has been, no fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal control over financial reporting. Since the date of the end of the last fiscal year for which audited financial statements are included or incorporated by reference in each of the General Disclosure Package and the Final Prospectus, there have been no significant changes in internal control over financial reporting or in other factors that could significantly affect internal control over financial reporting, including any corrective actions with regard to allow timely decisions regarding disclosuresignificant deficiencies and material weaknesses.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part of the The Company, its subsidiaries or Subsidiaries and Consolidated Affiliated Entities and the Company’s Board board of Directors to comply directors will be in all material respects compliance with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and all applicable rules of NASDAQ upon the completion of the offering of the Offered Securities. Except as disclosed in the Time of Sale Prospectus and the applicable rules and regulations of Prospectus, the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal controls over accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act and are matters sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles generally accepted in Canada the United States and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Board in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed described in the General Disclosure Package Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there are has been (i) no material weaknesses weakness in the Company’s internal control over financial reporting, reporting (whether or not remediated) and there has been (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Each of the Company’s independent directors meets the criteria for “independence” under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules and regulations of the Commission and the rules of NASDAQ. The Company employs and its Subsidiaries and the Consolidated Affiliated Entities maintain an effective system of “disclosure controls and procedures procedures” (as such term is defined in Rule 13a-15(e) under of the Exchange Act) that are complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, management as appropriate, appropriate to allow timely decisions regarding required disclosure. The Company and its Subsidiaries and the Consolidated Affiliated Entities have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part of the Company, The Company and its subsidiaries or the Company’s Board of Directors to comply are in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 ▇, to the extent currently applicable to the Company, and the all applicable rules and regulations of the New York Stock ExchangeExchange Rules. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (yi) “internal control over financial reportingdisclosure controls and procedures” (as such term is defined in Rule 13a-15(f13a-15(e) and Rule 15d-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (ii) internal control over financial reporting (as defined under Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) and a system of internal accounting controls (collectively, “Internal Controls”) that comply with the Exchange Act and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization and authorization, (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects. Such internal controls are The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board in all material respects of Directors (the “Board”) in accordance with the rules and regulations under the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting, and there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingRules. The Company employs disclosure controls and procedures (as such term is defined has not publicly disclosed or reported to the Audit Committee or the Board a material weakness, change in Rule 13a-15(e) under Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Exchange Act) that are designed Securities Laws, or any matter relating to ensure that information required to be disclosed by the Company Internal Controls which, if determined adversely, would, individually or in the reports that it files aggregate, have or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated reasonably be expected to the Company’s management, as appropriate, to allow timely decisions regarding disclosurehave a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part The Company and each of the Company, its subsidiaries or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) maintain a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act and are controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization authorization; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Board in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed described in the General Disclosure Package and Package, since the ProspectusCompany’s inception, there are has been (1) no material weaknesses weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and there has been (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs and its subsidiaries maintain “disclosure controls and procedures procedures” (as such term is defined in Rule 13a-15(e) 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement, the date of the Preliminary Prospectus Supplement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on Except as disclosed in the part of Registration Statement or the Prospectus, the Company, its subsidiaries or Subsidiaries and the Company’s Board of Directors to comply are in compliance with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock ExchangeExchange Rules. The Company has devised maintains a system of internal controls, including, but not limited to, disclosure controls and established and maintains the following, among otherprocedures, internal controls (without duplication): (x) a system of “internal over accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act matters and (y) “internal control over financial reporting” , an internal audit function and legal and regulatory compliance controls (as such term is defined in Rule 13a-15(f) under the Exchange Actcollectively, “Internal Controls”) that comply complies with the requirements of the Exchange Act and applicable Securities Laws are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization authorization; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls The Internal Controls are overseen by the Audit Committee of the Board in all material respects (the “Audit Committee”) in accordance with the rules and regulations under the Exchange ActRules. Except as disclosed in the General Disclosure Package and Registration Statement or the Prospectus, since the end of the Company’s most recent audited fiscal year, there are has been (i) no material weaknesses weakness in the Company’s internal control over financial reporting, reporting (whether or not remediated) and there has been (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent balance sheet of the Company employs disclosure reviewed or audited by the Company’s accountants, (i) the Audit Committee has not been advised of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and procedures (as such term is defined B) any fraud, whether or not material, that involves management or other employees who have a significant role in Rule 13a-15(ethe internal controls of the Company, and (ii) under there have been no significant changes in internal controls over financial reporting that has materially affected the Company’s internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses. “Securities Laws” means, collectively, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”), the Securities Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in ▇▇▇▇▇▇▇▇-▇▇▇▇▇) that are designed to ensure that information required to be disclosed promulgated or approved by the Public Company in Accounting Oversight Board and, as applicable, the reports that it files or submits under rules of the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosure(“Exchange Rules”).

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part The Company and each of the Company, its subsidiaries or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) maintain a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act and are controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada GAAP and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization authorization; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Board in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed described in the General Disclosure Package and Package, since the ProspectusCompany’s inception, there are has been (1) no material weaknesses weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and there has been (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs and its subsidiaries have established “disclosure controls and procedures procedures” (as such term is defined in Rule 13a-15(e) 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on Except as set forth in the part of Prospectus, the Company, its subsidiaries or and the Company’s Board of Directors to comply (the “Board”) are in all material respects compliance with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all applicable rules of The NASDAQ Global Market (“Exchange Rules”). The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with ▇▇▇▇▇▇▇▇-▇▇▇▇▇, the applicable Securities Act, the Exchange Act, the rules and regulations of the New York Stock Exchange. The Company has devised Commission, the auditing principles, rules, standards and established and maintains the following, among other, internal controls (without duplication): (x) a system practices applicable to auditors of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reportingissuers” (as such term is defined in Rule 13a-15(f▇▇▇▇▇▇▇▇-▇▇▇▇▇) under promulgated or approved by the Public Company Accounting Oversight Board (“PCAOB”) and the Exchange ActRules (collectively, the “Securities Laws”) that comply with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in all material respects in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the rules and regulations under Audit Committee or the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reportingBoard, and there has been no within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, material weakness, change in the Company’s internal control over financial reporting Internal Controls (that has materially affected, affected or is reasonably likely to materially affect, affect the Company’s internal control over financial reporting. The Company employs disclosure controls and procedures Internal Controls), or fraud involving management or other employees who have a significant role in Internal Controls (as such term is defined in Rule 13a-15(e) under each, an “Internal Control Event”), any violation of, or failure to comply with, the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files Securities Laws, or submits under the Exchange Act is recordedany other matter which, processedif determined adversely, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosurewould have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part The Company, each of the Company, its subsidiaries or the Company’s Board of Directors to comply Company Subsidiaries are in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 2002, as amended (“Sarbanes Oxley”) and the all applicable rules and regulations of the The New York Stock ExchangeExchange (the “Exchange Rules,” and together with the Securities Act, the Exchange Act, and Sarbanes Oxley, the “Securities Laws”). The Company has devised maintains a system of internal controls, including, but not limited to, disclosure controls and established and maintains the following, among otherprocedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (without duplication): (x) a system of collectively, “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange ActInternal Controls”) that comply with applicable Securities Laws and have been designed by, or under the requirements supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the Exchange Act and are preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and the interactive data in eXtensible Business Reporting Language incorporated by reference in the SEC Filings is accurate. Such internal controls The Internal Controls are overseen by the Audit Committee of the Board in all material respects (the “Audit Committee”) in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the rules and regulations under Audit Committee or the Exchange Act. Except as disclosed Board a significant deficiency or material weakness in the General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting, and there has been no change in the Company’s design or operation of its internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, adversely affect the Company’s internal control ability to record, process, summarize and report financial information, or fraud involving management or other employees who have a significant role in the Internal Controls over financial reporting, any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company employs Since the date of the most recent evaluation of the Company’s disclosure controls and procedures (as such term is defined and internal controls, there have been no significant changes in Rule 13a-15(e) under internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses. The principal executive officer and principal financial officer of the Exchange Act) that are designed to ensure that information Company have made all certifications required to be disclosed by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and any related rules and regulations promulgated by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsSEC, and is accumulated the statements contained in each such certification are complete and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosurecorrect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There The Company is in compliance with, and there has been no failure on the part of the CompanyCompany or, its subsidiaries or to the Company’s Board knowledge, any of Directors the Company’s directors or officers, in their capacities as such, to comply comply, in all material respects respects, with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange(“SOX”). The Company has devised maintains a system of internal controls, including, but not limited to, disclosure controls and established and maintains the following, among otherprocedures, internal controls (without duplication): (x) a system of “internal over accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act matters and (y) “internal control over financial reporting” , an internal audit function and legal and regulatory compliance controls (as such term is defined in Rule 13a-15(f) under the Exchange Actcollectively, “Internal Controls”) that comply with the requirements of the Exchange Act applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada GAAP and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization authorization; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in all material respects in accordance with the rules and regulations under of NYSE. The Company has not publicly disclosed or reported to the Exchange ActAudit Committee or the Board a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the General Disclosure Package and Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there are has been no material weaknesses change in the Company’s internal control over financial reporting, and there has been no change in including any corrective actions with regard to significant deficiencies or material weaknesses. For the Company’s internal control over financial reporting that has materially affectedpurposes hereof, or is reasonably likely to materially affect“Securities Laws” means, collectively, SOX, the Company’s internal control over financial reporting. The Company employs disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) that are designed to ensure that information required to be disclosed promulgated or approved by the Public Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s managementAccounting Oversight Board and, as appropriateapplicable, to allow timely decisions regarding disclosurethe rules of NYSE.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part of the Company, its subsidiaries any Nutrien Subsidiary or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada IFRS and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Company’s Board of Directors in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting, and there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange ActAct and as contemplated by the certifications required under National Instrument 52-109—Certification of Disclosure in Issuer’s Annual and Interim Filings) that are designed to ensure that information required to be disclosed by the Company in its filings with the reports that it files or submits Commission under the Exchange Act and the Qualifying Authorities is recorded, processed, summarized and reported, within the time periods specified in the Commission’s or the Qualifying Authorities’ rules and forms, as applicable, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosure.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on Except as set forth in the part of Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries or the Subsidiaries and the Company’s Board of Directors to comply (the “Board”) are in all material respects compliance with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the all applicable rules and regulations of the New York Stock ExchangeExchange Rules. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) Subsidiaries maintain a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act , including, but not limited to, disclosure controls and (y) “internal control over financial reporting” procedures (as such term is defined in Rule 13a-15(f13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act Act, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with the generally accepted accounting principles generally accepted in Canada the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such , (v) material information relating to the Company and the Subsidiaries is made known to the Company’s chief executive officer and chief financial officer by others within those entities, (vi) each of the Company and the Subsidiaries has made and kept books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions of such entity and provide a sufficient basis for the preparation of financial statements in conformity with the generally accepted accounting policies in the United States and (vii) the directors of the Company are able to make a proper assessment of the financial position and prospects of the Company and the Subsidiaries, and such internal accounting and financial reporting controls are effective to perform the functions for which they were established, are documented properly and the implementation of such internal accounting and financial reporting controls are monitored by the responsible persons. The Internal Controls, upon consummation of the offering of the Offered Shares, will be overseen by the Audit Committee (the “Audit Committee”) of the Board in all material respects in accordance with the rules and regulations under the Exchange ActRules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the Company’s latest audited consolidated financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are has been (i) no material weaknesses weakness in the Company’s internal control over financial reporting, reporting (whether or not remediated) and there has been (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs disclosure controls and procedures (as such term is defined reporting or fraud, whether or not material, involving management or other employees who have a role in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s managementcontrol over financial reporting. Each of the Company’s independent directors meets the criteria for “independence” under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as appropriate, to allow timely decisions regarding disclosurethe rules and regulations of the Commission and all applicable Exchange Rules.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part of the Company, its subsidiaries or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply complies with the requirements of the Exchange Act and are sufficient has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit assurance regarding the reliability of financial reporting and the preparation of financial statements in conformity with accounting principles generally accepted in Canada and to maintain accountability for assets, (iii) access to assets is permitted only external purposes in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesUnited States generally accepted accounting principles. Such internal controls are overseen by the Audit Committee of the Board in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in the The Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting. Since the date of the latest audited financial statements included in the Time of Sale Prospectus and the Prospectus, and there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statement. The Company has established and maintains and evaluates disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under of the Exchange Act) that are comply with the requirements of the Exchange Act, such disclosure controls and procedures have been designed to ensure that material information required relating to be disclosed by the Company in the reports that it files or submits under the Exchange Act and its Subsidiaries and Affiliated Entities is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated made known to the Company’s management, as appropriate, principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective to allow timely decisions regarding disclosure.perform the functions for which they were established;

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on Except as set forth in the part of Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries or and the Company’s Board of Directors to (the “Board”) are in compliance in all material respects with Sarbanes­Oxley and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles generally accepted in Canada the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in all material respects in accordance with Exchange Rules. Since the rules and regulations under date of the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in filing of the Company’s internal control over financial reportingAnnual Report on Form 10­K for the fiscal year ended December 31, 2022, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and there has been no change within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (i) any significant deficiency in the design or operation of Internal Controls that could adversely affect the Company’s internal control over ability to record, process, summarize and report financial reporting that has materially affecteddata, any material weakness in Internal Controls, any material change in Internal Controls or any fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”) or (ii) any material violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reporting. The Company employs disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosureSecurities Laws.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part of the Company, its subsidiaries or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Company’s Board of Directors in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting, and there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosure.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part of the The Company, its subsidiaries or the Controlled Entities and the Company’s Board of Directors to comply (the “Board”) are in all material respects compliance with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and all applicable Exchange Rules. Except as set forth in the Registration Statement, the General Disclosure Package and the applicable rules Final Prospectus, the Company maintains a system of internal controls, including, but not limited to, disclosure controls and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among otherprocedures, internal controls (without duplication): (x) a system of “internal over accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act matters and (y) “internal control over financial reporting” , an internal audit function and legal and regulatory compliance controls (as such term is defined in Rule 13a-15(f) under the Exchange Actcollectively, “Internal Controls”) that comply with the requirements of the Exchange Act Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada the international financial reporting standards (“IFRS”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are Upon consummation of the offering of the Offered Securities, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the Board in all material respects in accordance with the rules and regulations under the Exchange ActRules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are has been (A) no material weaknesses weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting, (C) no fraud involving management or other employees who have a significant role in Internal Controls and there has been no change in (D) any violation of, or failure to comply with, the Company’s internal control over financial reporting Securities Laws, or any matter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting (each, an “Internal Control Event”). The Company employs disclosure controls Each of the Company’s independent directors meets the criteria for “independence” under the rules and procedures (as such term is defined in Rule 13a-15(e) regulations under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under , the Exchange Act is recordedRules and, processedwith respect to independent directors who are members of the Audit Committee, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosureSarbanes Oxley.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on Except as set forth in the part of Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries or Subsidiaries and, to the Company’s knowledge, the Company’s Board of Directors to comply (the “Board”) are in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the all applicable rules and regulations of the New York Stock ExchangeExchange Rules. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” over financial reporting and disclosure controls and procedures, each as contemplated by Section 13(b)(2)(B) of defined in Rule 13a-15 under the Exchange Act and a system of internal controls over accounting matters (y) collectively, “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange ActInternal Controls”) that comply with the requirements of the Exchange Act and are sufficient designed to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles generally accepted in Canada of the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in all material respects in accordance with Exchange Rules. Since the rules and regulations under date of the Exchange Act. Except as disclosed latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no the Company has not identified (i) any material weaknesses weakness in the Company’s internal control over financial reporting, and there has been no reporting (whether or not remediated) or (ii) any change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs has not determined that its disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under are ineffective to perform the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosurefunctions for which they were established.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part of the Company, The Company and its subsidiaries or the Company’s Board of Directors to comply are in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 ▇, to the extent currently applicable to the Company, and the all applicable rules and regulations of the New York Stock ExchangeExchange Rules. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (yi) “internal control over financial reportingdisclosure controls and procedures” (as such term is defined in Rule 13a-15(f13a-15(e) and Rule 15d-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (ii) internal control over financial reporting (as defined under Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) and a system of internal accounting controls (collectively, “Internal Controls”) that comply with the Exchange Act and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board in all material respects of Directors (the “Board”) in accordance with the rules and regulations under the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting, and there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingRules. The Company employs disclosure controls and procedures (as such term is defined has not publicly disclosed or reported to the Audit Committee or the Board a material weakness, change in Rule 13a-15(e) under Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Exchange Act) that are designed Securities Laws, or any matter relating to ensure that information required to be disclosed by the Company Internal Controls which, if determined adversely, would, individually or in the reports that it files aggregate, have or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated reasonably be expected to the Company’s management, as appropriate, to allow timely decisions regarding disclosurehave a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on The Company, the part directors and officers of the Company, its subsidiaries or the Company’s Controlled Entities and the Board of Directors to comply are in all material respects compliance with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the all Exchange Rules that are applicable rules and regulations to them as of the New York Stock Exchangedate of this Agreement. The Company has devised and established each of the Controlled Entities maintain a system of internal controls, including, but not limited to, disclosure controls and maintains the following, among otherprocedures, internal controls (without duplication): (x) a system of “internal over accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act matters and (y) “internal control over financial reporting” , an internal audit function and legal and regulatory compliance controls (as such term is defined in Rule 13a-15(f) under the Exchange Actcollectively, “Internal Controls”) that comply with the requirements of the Exchange Act Securities Laws and are sufficient to provide reasonable assurances assurances, regarding the reliability of financial reporting, that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles generally accepted in Canada and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are The Internal Controls will be, upon consummation of the offering of the Offered Securities, overseen by the an Audit Committee (the “Audit Committee”) of the Board in all material respects in accordance with Exchange Rules. The Company’s internal controls over financial reporting and disclosure controls (as such terms are defined in Rule 13a-15(f) and Rule 13a-15(e), respectively) comply with the rules and regulations under requirements of the Exchange ActAct and the Company’s internal control over financial reporting is effective. Except as disclosed Since the end of the Company’s latest audited consolidated financial statements included in the General Disclosure Package and the ProspectusPackage, there are has been (i) no significant deficiency or material weaknesses weakness in the Company’s internal control over financial reporting (whether or not remediated) ,(ii) no change in the Company’s internal control over financial reporting, (iii) no fraud involving management or other employees who have a significant role in Internal Controls and there has been no change in (iv) any violation of, or failure to comply with, the Company’s internal control over financial reporting Securities Laws, or any matter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting (each, an “Internal Control Event”). The Company employs disclosure controls Each of the Company’s independent directors meets the criteria for “independence” under the rules and procedures (as such term is defined in Rule 13a-15(e) regulations under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under , the Exchange Act is recordedRules and, processedwith respect to independent directors who are members of the Audit Committee, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosureSarbanes Oxley.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part The Company and each of the Company, its subsidiaries or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) maintain a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act and are controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization authorization; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Board in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed described in the General Disclosure Package and the Prospectus, in the past three years, there are has been (1) no material weaknesses weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and there has been (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs and its subsidiaries maintain “disclosure controls and procedures procedures” (as such term is defined in Rule 13a-15(e) 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on Except as set forth in the part of Registration Statement, the CompanyGeneral Disclosure Package and the Final Prospectus, its subsidiaries or solely to the Company’s Board of Directors to comply in all material respects with the applicable provisions of extent that the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of promulgated by the Commission and the New York Stock ExchangeExchange thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) have been and are applicable to the Company, there is and has been no failure on the part of the Company to comply in all material respects with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” reporting (as such term is defined in Rule 13a-15(f) under of the Exchange Act) (“Internal Controls”) that comply (i) complies with the applicable requirements of the Exchange Act Act, (ii) has been designed by the Company’s principal executive officer and are principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, (iii) is sufficient to provide reasonable assurances assurance that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with the generally accepted accounting principles generally accepted in Canada the United States and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization and authorization, (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the applicable requirements of the Exchange Act such disclosure controls and procedures have been designed to ensure that material information relating to the Company and the Controlled Entities is made known to the Company’s chief executive officer and chief financial officer by others within those entities. The Company’s internal control over financial reporting and disclosure controls and procedures are effective to perform the functions for which they were established, are documented properly and the implementation of such internal accounting and financial reporting controls are monitored by the responsible persons. The Internal Controls, upon consummation of the offering of the Offered Shares, will be overseen by the Audit Committee (the “Audit Committee”) of the Board in all material respects in accordance with the rules and regulations under the Exchange ActRules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no material weaknesses or significant deficiencies in the Company’s internal control over financial reporting and disclosure controls and procedures; since the date of the latest audited financial statements included in the Preliminary Prospectus and the Final Prospectus, there has been no material adverse change in the Company’s internal control over financial reporting. The Company and its auditors have not been advised of (i) any fraud, and there has been no change whether or not material, involving management or other employees who have a significant role in Internal Controls or (ii) any violation of, or failure to comply with, the Company’s internal control over financial reporting Securities Laws, or any matter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs disclosure controls and procedures (; as such term is defined in Rule 13a-15(e) under used herein, “Securities Laws” means, collectively, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Act, the Exchange Act, the rules and regulations of the Commission, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) that are designed to ensure that information required to be disclosed promulgated or approved by the Public Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s managementAccounting Oversight Board and, as appropriateapplicable, to allow timely decisions regarding disclosure.the rules of the New York Stock Exchange;

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part of the Company, its subsidiaries any Nutrien Subsidiary or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada IFRS and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Company’s Board of Directors in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed in the General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reportingreporting as of December 31, 2024, and there has been no change in the Company’s internal control over financial reporting during the three and twelve months ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs “disclosure controls and procedures procedures” (as such term is defined in Rule 13a-15(e) under the Exchange ActAct and as contemplated by the certifications required under National Instrument 52-109 — Certification of Disclosure in Issuer’s Annual and Interim Filings) that are designed to ensure that information required to be disclosed by the Company in its filings with the reports that it files or submits Commission under the Exchange Act and the Qualifying Authorities is recorded, processed, summarized and reported, within the time periods specified in the Commission’s or the Qualifying Authorities’ rules and forms, as applicable, and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding disclosure.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part of the The Company, its subsidiaries or Subsidiaries and Consolidated Affiliated Entities and the Company’s Board board of Directors to comply directors are and have been in all material respects compliance with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and the all applicable rules of Nasdaq and regulations of London Stock Exchange (the New York Stock Exchange“LSE”). The Except as disclosed in the Prospectus, the Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal controls over accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act and are matters sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles generally accepted in Canada the United States and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Board in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed described in the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there are has been (i) no material weaknesses weakness in the Company’s internal control over financial reporting, reporting (whether or not remediated) and there has been (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Each of the Company’s independent directors meets the criteria for “independence” under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules and regulations of the Commission and the rules of Nasdaq. The Company employs and its Subsidiaries and the Consolidated Affiliated Entities maintain an effective system of “disclosure controls and procedures procedures” (as such term is defined in Rule 13a-15(e) under of the Exchange Act) that are complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, management as appropriate, appropriate to allow timely decisions regarding required disclosure. The Company and its Subsidiaries and the Consolidated Affiliated Entities, taken as a whole, have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on Except as disclosed in the part of General Disclosure Package, the Company, its subsidiaries or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) Act that comply complies with the requirements of the Exchange Act and are sufficient has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit assurance regarding the reliability of financial reporting and the preparation of financial statements in conformity with accounting principles generally accepted in Canada and to maintain accountability for assets, (iii) access to assets is permitted only external purposes in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Board in all material respects in accordance with the rules and regulations under the Exchange Actgenerally accepted accounting principles. Except as disclosed in the General Disclosure Package and the ProspectusPackage, there are no material weaknesses in the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting. Except as disclosed in the General Disclosure Package, and since the date of the latest audited financial statements included in the General Disclosure Package, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Except as disclosed in the General Disclosure Package, the Company employs maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information required relating to be disclosed by the Company in the reports that it files or submits under the Exchange Act and its subsidiaries is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated made known to the Company’s managementprincipal executive officer and principal financial officer by others within those entities; and, except as appropriatedisclosed in the General Disclosure Package, to allow timely decisions regarding disclosuresuch disclosure controls and procedures are effective.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part The Company and each of the Company, its subsidiaries or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (x) maintain a system of “internal accounting controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act and are controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in Canada U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization authorization; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Board in all material respects in accordance with the rules and regulations under the Exchange Act. Except as disclosed described in the General Disclosure Package and the Prospectus, since the Company’s inception, there are has been (1) no material weaknesses weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and there has been (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company employs and its subsidiaries maintain “disclosure controls and procedures procedures” (as such term is defined in Rule 13a-15(e) 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus Supplement.