Nutrien : 2024 Nutrien Management Information Circular

Notice of Annual Meeting of Shareholders and Management Proxy Circular

Annual Meeting of Shareholders

Wednesday, May 8, 2024

Overview	Voting	Business of	Board of	Executive	General	Schedules
		Information	the meeting	directors and	compensation	information
				corporate
				governance

Message from our chair

Russell Girling

Chair of the Board

Nutrien Annual Meeting of Shareholders

May 8, 2024

3:30 p.m. (Saskatoon time)

Online webcast https://web.lumiagm.com/#/ 442829491

(password: nutrien2024).

Dear Shareholder:

On behalf of the board of directors and management of Nutrien Ltd. (Nutrien or the Corporation), it is our pleasure to invite you to the annual meeting of shareholders of Nutrien, which will be held on May 8, 2024 at 3:30 p.m. (Saskatoon time). The annual meeting will be held virtually via live online webcast at https://web.lumiagm.com/#/442829491 (password: nutrien2024). During the meeting, shareholders participating virtually will still be able to make motions, raise points of order, submit questions and vote their shares. The vast majority of our shareholders vote in advance of the annual meeting by proxy using the various available voting channels, and we encourage shareholders to continue to vote in advance of the annual meeting by proxy.

The accompanying notice of annual meeting of shareholders and management proxy circular contains detailed instructions about how to participate virtually at the meeting and a description of the items of business to be considered at the meeting. The circular also provides information on our approach to executive compensation, our corporate governance practices and our environmental, social and governance strategy. The contents and the dissemination of this circular have been approved by the board of directors of the Corporation.

Your participation at the meeting is very important to us. We encourage you to vote by following the instructions in the form of proxy or voting instruction form provided to you, or by voting at the virtual meeting. Following the formal portion of the meeting, management will provide a business update and shareholders will have an opportunity to ask questions.

Many of our public documents, including our 2023 Annual Report, are available on our website under "Investors" at www.nutrien.com. We encourage you to visit our website for information about our company, including news releases and investor presentations. To ensure you receive all the latest news on the Corporation, you can use the "email alerts" subscribe feature on the Corporation's website. Additional information relating to the Corporation is available on SEDAR+ at www.sedarplus.ca or EDGAR at www.sec.gov/ edgar.shtml.

We thank you for your continued support of Nutrien and look forward to having you join us at the meeting.

Yours sincerely,

Russell Girling

Chair of the Board

March 20, 2024

Nutrien AGM Circular 2024

1

Overview	Voting	Business of	Board of	Executive	General	Schedules
		Information	the meeting	directors and	compensation	information
				corporate
				governance

What's inside

01

Letter to shareholders

10

Voting information

56

Executive compensation

B1

Schedule B - Summary of

Agrium legacy long-term incentive plans

03

Proxy summary

19

Business of the meeting

87

General information

C1

Schedule C - Summary of

Potashcorp legacy long-term incentive plans

06

Notice

of meeting

21

Board of directors and corporate governance

A1

Schedule A - Summary

of Nutrien long-term incentive plans

D1

Schedule D - Board

orientation and continuing education

Shareholder voting matters and recommendations from the board

Voting Matter

Election

of 12 Directors

BOARD VOTE RECOMMENDATION

FOR

MORE INFORMATION SEE PAGE 19

Voting Matter

Re-Appointment of KPMG LLP as Auditors

BOARD VOTE RECOMMENDATION

FOR

MORE INFORMATION SEE PAGE 19

Voting Matter

Approach to Executive Compensation (Non-Binding Advisory)

BOARD VOTE RECOMMENDATION

FOR

MORE INFORMATION SEE PAGE 20

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Nutrien proxy summary

Board of directors highlights

10 of 12

Of our director nominees are independent

0

Director nominees sit together on the board of any other public company

4

New directors since 2020

3x

The board annual retainer (for director equity ownership requirements)

8%

Directors identify as a member of a visible minority

100%

Attendance at all 2023 committee meetings

33%

Directors identify as a woman

8%

Directors identify

as Aboriginal peoples

Nutrien AGM Circular 2024

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Overview	Voting	Business of	Board of	Executive	General	Schedules
		Information	the meeting	directors and	compensation	information
				corporate
				governance

Our director nominees

	Top 3 Key Skills and	Director		Other	Meets Equity	% (number)
Name (Age)	Position	Public	Ownership	for votes
Experiences	Since
		Boards	Requirement	for 2023(1)
	•	Finance/Audit & Risk					95.86%
Christopher M. Burley (62)	•	Mergers & Acquisitions	2018	Independent	None
	(348,380,585)
	•	Strategy
	•	Finance/Audit & Risk			Newmont		95.57%
Maura J. Clark (65)	•	Mergers & Acquisitions	2018	Independent	Corporation,
	(347,308,674)
	•	International Business			Fortis Inc.
	• Mining & Exploration; Energy
Russell K. Girling (61)	•	Distribution	2018	Independent	Suncor		93.30%
•	Public Policy & External	Energy Inc.		(339,073,688)
		Relations
	•	Senior Leadership			Marathon
			Petroleum		91.15%
Michael J. Hennigan (64)	•	Strategy	2022	Independent
Corporation,		(331,275,929)
	• Mining & Exploration; Energy
			MPLX GP LLC
	•	Finance/Audit & Risk			Imperial Oil		95.80%
Miranda C. Hubbs (57)	•	Mergers & Acquisitions	2018	Independent
Limited		(348,171,395)
	•	Sustainability
	•	Mergers & Acquisitions
Raj S. Kushwaha (56)	•	Innovation/	2021	Independent	None		95.56%
	Technology & Security		(347,302,656)
	•	Human Resources
	•	Senior Leadership
	•	Strategy	Not			Not	Not
Julie A. Lagacy (57)	•	Innovation/Technology	Independent	Vistra Corp.
applicable(2)	applicable(2)	applicable(2)
		& Security (including
		Cybersecurity Oversight)
	•	Agri-Business			Lindsay		95.53%
Consuelo E. Madere (63)	•	International Business	2018	Independent
Corporation		(347,179,341)
	•	Retail Business
	•	Finance/Audit & Risk			Toronto-
	•	Public Policy &		Non-		96.03%
Keith G. Martell (61)	2018	Dominion
	External Relations	Independent(3)		(349,014,623)
			Bank
	•	Human Resources
	• Mining & Exploration; Energy			The Bank of		94.45%
Aaron W. Regent (58)	•	Finance/Audit & Risk	2018	Independent
Nova Scotia		(343,255,829)
	•	International Business
	•	International Business
Ken A. Seitz (54)	•	Strategy	2022	Non-	None		99.66%
•	Mining & Exploration;	Independent		(362,209,277)
		Energy
	•	International Business			Compass		95.78%
Nelson L. C. Silva (68)	•	Mining & Exploration; Energy	2020	Independent
Group PLC		(348,104,803)
	•	Distribution

Notes:

1. A total of 386,934,211 common shares, representing 77.42% of common shares outstanding were represented at the 2023 annual meeting of shareholders of Nutrien.
2. Ms. Lagacy will be nominated for election for the first time at the meeting.
3. Effective January 1, 2023, due to a technical deeming rule Mr. Martell was rendered non-independent under applicable Canadian securities laws for the purposes of serving on the Corporation's Audit Committee. See page 37 for more information.
4. Nutrien AGM Circular 2024

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				corporate
				governance

2023 Year in review

40%	2 Million	$5.1B
Increase in annual potash	Sustainably engaged acres	Cash Provided by Operating
ore tonnes cut using	with whole-acre solutions	Activities in 2023
autonomous mining	that support sustainable and
technology	productive agriculture

$2.1B

Returned to shareholders through share repurchases and dividends in 2023

Key sustainability highlights

SHE Summit

Nutrien's quarterly SHE Summit webcasts invite all our employees and contractors to come together to showcase SHE initiatives and successes across the organization, and inspire attendees to uphold Nutrien's Culture of Care.

Cybersecurity

Under the oversight of the Safety and Sustainability Committee, management has adopted systems and structures for assessing, identifying and managing material risks from cybersecurity threats.

Governance Leader

Our board is comprised of four standing committees, each with their own specific mandate and workplan, focused on driving the Corporation's risk management, health, safety and governance policies.

Transparency

Our Global Sustainability Report published on March 7, 2024 provides our stakeholders with a comprehensive, clear and comparable view of our sustainability performance and strategy including time-based, measurable Scope 1 and Scope 2 GHG emissions intensity reduction climate goals. Our Global Sustainability Report (including climate disclosures) is aligned with leading sustainability reporting standards including the Sustainability Accounting Standards Board Standards and recommendations from the Task Force on Climate-related Financial Disclosures, which now form part of the IFRS Foundation's International Sustainability Standards Board. In addition, our disclosures are informed by the Global Reporting Initiative Standards and the World Business Council for Sustainable Development ESG Disclosure Handbook.

Our Approach to Indigenous Relations

Our Safety and Sustainability Committee and Human Resources & Compensation Committee have dual oversight over of our Indigenous strategy as it pertains to matters within their mandates. With a large operating base in Canada, we strive to engage early, often and authentically with Indigenous individuals and communities aiming for a positive impact on our own workforce, industry, communities and society. We aim to build relationships and invest in Indigenous communities in ways that advance mutual understanding and promote cultural awareness and economic reconciliation through education and training, community donations, scholarships and engagement with Indigenous contractors and businesses. For more information, please see our Global Sustainability Report.

Executive compensation

Say on Pay and Shareholder Engagement Policy Nutrien's focus on shareholder engagement in relation to executive compensation cumulated in an approval of over 95% of votes cast at the Corporation's 2023 annual meeting of shareholders.

Best Practices Adopted by Nutrien

• Provide shareholders an annual "Say on Pay" vote
• Use peer groups to establish appropriate compensation benchmarks for granting long-term incentive awards
• Director and executive leadership equity ownership requirements
• Recoupment policy and supplemental recoupment policy
• Double trigger change in control provisions requiring both a change in control and termination of the executive
• Anti-hedgingpolicy that applies to directors and officers

Nutrien AGM Circular 2024

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Overview	Voting	Business of	Board of	Executive	General	Schedules
		Information	the meeting	directors and	compensation	information
				corporate
				governance

Notice of meeting

You are receiving this management proxy circular because you owned Nutrien Ltd. shares as of the close of business on March 20, 2024 (the "record date") and are therefore entitled to vote at our annual general meeting.

Management is soliciting your proxy for the annual meeting to be held on May 8, 2024.

This document tells you about the meeting, governance, executive compensation, other information and shareholder proposals at Nutrien. We have organized it into five sections to make it easy to find what you are looking for and to help you vote with confidence.

Who has the right to receive notice and vote

You are entitled to receive notice of and to vote at the meeting if you are a shareholder of record at the close of business on March 20, 2024.

Virtual format

This year, shareholders will be able to participate in our annual meeting virtually via live online webcast at https:// web.lumiagm.com/#/442829491 (password: nutrien2024). Shareholders participating virtually will be able to make motions, raise points of order, submit questions and vote their shares while the meeting is being held. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting virtually as guests, but guests will not be able to vote or submit questions at the meeting.

If shareholders (or their proxyholders) encounter any difficulties accessing the meeting during the check-in, they may attend the meeting by clicking "Guest" and completing the online form. The virtual platform is fully supported across internet browsers and devices (desktops, laptops, tablets, and smartphones) running the most updated version of applicable software and plugins. Shareholders (or their proxyholders) should ensure that they have a strong internet connection if they intend to attend and/or participate in the meeting. Participants should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. Technical support can also be accessed at: [e-mail].

Your vote is important

The accompanying management proxy circular includes important information about the meeting and the voting process. Please read it carefully and remember to vote.

To be used at the meeting, completed proxies must be returned to Computershare Investor Services Inc. (Computershare), Attention: Proxy Department, 100

University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 or via internet at www.investorvote.com, no later than 3:30 p.m. (Saskatoon time) on May 6, 2024 or, if the meeting is adjourned or postponed, by not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the adjourned or postponed meeting. The time limit for the deposit of proxies may be waived or extended by the chair of the meeting at his or her discretion, without notice, and the chair of the meeting is under no obligation to accept or reject any particular late proxy.

The annual meeting of shareholders of Nutrien Ltd. will be held:

Virtually via live online webcast at: https://web.lumiagm.com/#/442829491 (password: nutrien2024)

When:

Wednesday, May 8, 2024 3:30 p.m. (Saskatoon time)

Items of Business

The following items of business will be covered, as more fully described in the accompanying management proxy circular:

1. Receive our audited annual consolidated financial statements and the auditor's reports thereon for the year ended December 31, 2023;
2. Elect the directors;
3. Re-appointthe auditor for the 2024 financial year;
4. Vote on a non-binding advisory basis on a resolution to accept the Corporation's approach to executive compensation; and
5. Transact any other business as may properly be brought before the meeting or any adjournment or postponement of the meeting.

Non-registered (beneficial) shareholders should follow the instructions on the voting instruction form or other form of proxy provided by their intermediaries with respect to the procedures to be followed for voting.

Shareholders who wish to appoint a third-party as their proxyholder (i.e., persons other than the persons designated by Nutrien on the form of proxy or identified on their voting instruction form (including a non-registered shareholder who wishes to appoint themselves as

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				governance

proxyholder)) must carefully follow the instructions in the management proxy circular and on their form of proxy or voting instruction form. If your proxyholder will be attending the meeting virtually, these instructions include the additional step of registering such proxyholder with our transfer agent, Computershare, after submitting their form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a username that will act as their online sign-in credentials, which is required for them to vote at the meeting and, consequently, only being able to attend the meeting online as a guest. Non-registered shareholders located in the United States must also provide Computershare with a duly completed legal proxy if they wish to vote virtually at the meeting or appoint a third-party as their proxyholder.

Notice and access

We are using "notice and access" to deliver our meeting materials. Accordingly, this notice of meeting and the accompanying management proxy circular, and our audited annual financial statements for the financial year ended December 31, 2023, along with the related management discussion and analysis, have been posted on our website at www.nutrien.com/investors/notice-and-access and under our profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.shtml.

Notice and access gives shareholders more choice, allows for faster access to this circular, reduces our printing and

mailing costs, and is environmentally friendly as it reduces paper and energy consumption. You will still receive a physical copy of the form of proxy if you are a registered shareholder or the voting instruction form if you are a beneficial shareholder in the mail so that you can vote your shares. However, you will not receive a physical copy of the circular. Instead, you will receive a notice explaining how to electronically access the circular, and instructions to request a physical copy.

Questions

If you have any questions or need assistance to vote, please contact Kingsdale Advisors, by toll-free telephone in North America at 1-866-581-0507 or text and call enabled at

1-437-561-5024 outside North America, or by email at [e-mail].

By Order of the Board of Directors

Robert A. Kirkpatrick, K.C.

Corporate Secretary

March 20, 2024

Nutrien AGM Circular 2024

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Management proxy circular

This circular, dated March 20, 2024, solicits proxies by or on behalf of management of Nutrien Ltd. for use at the annual meeting of shareholders to be held on Wednesday, May 8, 2024 at 3:30 p.m. (Saskatoon time), or any adjournment or postponement of the meeting, for the purposes set forth in the accompanying notice of meeting. The meeting will be held virtually via live online webcast at https://web.lumiagm.com/#/442829491 (password: nutrien2024). A summary of the information shareholders will need to attend the meeting online is provided below.

In this circular, unless the context requires otherwise, reference to the following terms shall have the meanings ascribed below:

Terminology

Definition

Agrium	Agrium Inc., one of Nutrien's legacy entities which has changed its name to Nutrien
	(Canada) Holdings ULC
Carbon offsets and insets	Carbon offsetting is a way for entities to reduce their carbon footprint by paying another
	entity to reduce their emissions. Carbon insetting (also referred to as "GHG outcomes")
	refers to the actions taken by an organization to reduce emissions within its own supply
	chain
circular	This management proxy circular, including the schedules to this circular
common shares	Common shares of Nutrien
meeting or 2024 annual meeting	The annual meeting of shareholders of Nutrien to be held on Wednesday, May 8, 2024, or
	any adjournment or postponement of the meeting
notice of meeting	The notice sent to shareholders of Nutrien showing the date and time of the meeting. The
	link to this circular and other meeting materials posted on SEDAR+ at www.sedarplus.ca
	and at www.nutrien.com/investors/notice-and-access
Nutrien, the Corporation, we, us or our	Nutrien Ltd.
NYSE	New York Stock Exchange
PotashCorp	The Potash Corporation of Saskatchewan Inc., one of Nutrien's legacy entities
Shareholders or you	The holders of common shares of Nutrien
sustainably engaged acres	Acres participating in programs that track field level data which can be analyzed for
	sustainability metrics and/or acres participating in sustainable agriproducts programs
	that incentivize growers to adopt additional sustainable practices and products resulting
	in quantifiable, incremental benefits which may be verified and used for reporting
	purposes
TSX	Toronto Stock Exchange

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Table of contents

Message from our chair

What's inside

Shareholder voting matters and recommendations from the board

Nutrien proxy summary

Board of directors highlights Our director nominees 2023 year in review

Key environment, social & governance highlights Executive compensation

Notice of meeting

Management proxy circular

Table of contents

Section one: Voting information

Voting shares

Proxies

Other information

Section two: Business of the meeting

Election of directors

Financial statements

Re-appointment of auditor

Advisory vote on executive compensation

Section three: Board of directors and corporate governance

Key information about our board

About our nominees

Our corporate governance

Strategy and risk governance

Committees of the board

Director compensation program

2023 summary of director compensation

1	Section four: Executive compensation						56
2	Message from the chair of the HR&C committee				57
Compensation discussion & analysis								59
2	Compensation framework									64
3	2023 Annual incentive plan decisions					69
Long-term incentive program										71
3
2023 Executive compensation											76
4
Number of securities issuable and issued as at
5	December 31, 2023											81
5	Retirement arrangements						82
5	Employment agreements, termination &
6	change in control										84
8	Section five: General information					87
9	Indebtedness of directors, officers and employees			87
10	Interest of informed persons in material transactions		87
Shareholder proposals														87
10
Advance notice by-law			87
15	Shareholder and other stakeholder engagement		87
17	Contacting the board		88
19	Legal advisories			89
19	Directors' approval		91

19 Schedule A - Summary of Nutrien

19	long-term incentive plans					A-1
20	Nutrien stock option plan				A-1
21	Nutrien PSU/RSU plan				A-4
Schedule B - Summary of Agrium Legacy
	B-1
22	long-term incentive plans
23	Agrium legacy stock option / TSAR plan			B-1
36	Agrium legacy stock appreciation rights (SAR) plan		B-5

41 Schedule C - Summary of PotashCorp Legacy

46	long-term incentive plans				C-1
51	PotashCorp Legacy 2016 long-term incentive plan		C-1
53	PotashCorp Legacy performance options plans		C-4
	Schedule D - Board orientation and	D-1
	continuing education

Nutrien AGM Circular 2024

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