THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Mosaic Company (The) (MOS)

8/25/2005 Proxy Information

On October 22, 2004, pursuant to the Agreement and Plan of Merger and Contribution dated as of January 26, 2004, by and among Mosaic, GNS Acquisition Corp. (a wholly owned subsidiary of Mosaic), IMC Global Inc. (“IMC”), Cargill and Cargill Fertilizer, Inc. (“CFI”), as amended by Amendment No. 1 to Agreement and Plan of Merger and Contribution, dated as of June 15, 2004, and as subsequently amended by Amendment No. 2 to Agreement and Plan of Merger and Contribution, dated as of October 18, 2004 (the “Merger and Contribution Agreement”), (1) GNS Acquisition Corp. merged with and into IMC (the “Merger”), with IMC surviving the Merger and (2) the Cargill Contributing Corporations (as defined in the Merger and Contribution Agreement) contributed to Mosaic equity interests in certain entities owning all or substantially all of Cargill’s fertilizer businesses (Cargill’s fertilizer businesses are referred to below as “CCN” and the contribution by Cargill to Mosaic is referred to below as the “Contribution”). Upon completion of the Merger, IMC became a wholly owned subsidiary of Mosaic. In addition, at the effective time of the Merger, IMC’s corporate name was changed from IMC Global Inc. to Mosaic Global Holdings Inc. Pursuant to the Contribution, the Cargill Contributing Corporations contributed to Mosaic equity interests in certain entities owning all or substantially all of Cargill’s fertilizer businesses (excluding its retail fertilizer business) in exchange for the issuance of shares of Mosaic capital stock. The Cargill Contributing Corporations in the aggregate received shares of Mosaic Common Stock that represented approximately 66.5% of the outstanding shares of Common Stock (after giving effect to the Combination), in addition to 5,458,955 shares of Class B Common. In addition, Mr. Bastiaens is a Vice Chairman of Cargill, Mr. Lumpkins is a Vice Chairman and Chief Financial Officer of Cargill, and Mr. Prokopanko is a Corporate Vice President of Cargill, and in certain cases may participate in or supervise the transactions discussed below on behalf of Cargill.

IMC Global Inc. and the fertilizer businesses of Cargill, Incorporated combined on October 22, 2004, in which Mosaic was formed. Mr. Pertz served as Chairman and Chief Executive Officer of IMC Global Inc. (IMC) from March 2002 to October 2004.

Pursuant to the Contribution, the Cargill Contributing Corporations contributed to Mosaic equity interests in certain entities owning all or substantially all of Cargill’s fertilizer businesses (excluding its retail fertilizer business) in exchange for the issuance of shares of Mosaic capital stock. The Cargill Contributing Corporations in the aggregate received shares of Mosaic Common Stock that represented approximately 66.5% of the outstanding shares of Common Stock (after giving effect to the Combination), in addition to 5,458,955 shares of Class B Common. In addition, Mr. Bastiaens is a Vice Chairman of Cargill, Mr. Lumpkins is a Vice Chairman and Chief Financial Officer of Cargill, and Mr. Prokopanko is a Corporate Vice President of Cargill, and in certain cases may participate in or supervise the transactions discussed below on behalf of Cargill.

Incentive Services, Inc. We have entered into a Program Agreement with Incentive Services, Inc. (“Incentive Services”) whereby Incentive Services is a preferred supplier for our employee service recognition programs in the United States and Canada. In addition, we have purchased miscellaneous supplies from Incentive Services which are used by us for business purposes. During our 2005 fiscal year, we paid Incentive Services approximately $139,000 for employee recognition awards and various supplies. A son-in-law of Mr. Corrigan, our Chief Executive Officer, President and director, is employed by, and part owner of, Incentive Services. Incentive Services was selected by us after the review of various potential suppliers, and Mr. Corrigan did not participate in our selection process.

Mr. Bastiaens previously served as Vice Chairman of Cargill, Inc. since February, 1998. He is a member of the Cargill Corporate Leadership Team, and has executive supervision of corporate research and development. Mr. Bastiaens also serves on the Commitment, Quality, Financial Position and Credit Committees and is Chairman the Technology Committee at Cargill. On October 22, 2004, pursuant to the Agreement and Plan of Merger and Contribution dated as of January 26, 2004, by and among Mosaic, GNS Acquisition Corp. (a wholly owned subsidiary of Mosaic), IMC Global Inc. (“IMC”), Cargill and Cargill Fertilizer, Inc. (“CFI”), as amended by Amendment No. 1 to Agreement and Plan of Merger and Contribution, dated as of June 15, 2004, and as subsequently amended by Amendment No. 2 to Agreement and Plan of Merger and Contribution, dated as of October 18, 2004 (the “Merger and Contribution Agreement”), (1) GNS Acquisition Corp. merged with and into IMC (the “Merger”), with IMC surviving the Merger and (2) the Cargill Contributing Corporations (as defined in the Merger and Contribution Agreement) contributed to Mosaic equity interests in certain entities owning all or substantially all of Cargill’s fertilizer businesses (Cargill’s fertilizer businesses are referred to below as “CCN” and the contribution by Cargill to Mosaic is referred to below as the “Contribution”). Upon completion of the Merger, IMC became a wholly owned subsidiary of Mosaic. In addition, at the effective time of the Merger, IMC’s corporate name was changed from IMC Global Inc. to Mosaic Global Holdings Inc. Pursuant to the Contribution, the Cargill Contributing Corporations contributed to Mosaic equity interests in certain entities owning all or substantially all of Cargill’s fertilizer businesses (excluding its retail fertilizer business) in exchange for the issuance of shares of Mosaic capital stock. The Cargill Contributing Corporations in the aggregate received shares of Mosaic Common Stock that represented approximately 66.5% of the outstanding shares of Common Stock (after giving effect to the Combination), in addition to 5,458,955 shares of Class B Common. In addition, Mr. Lumpkins is a Vice Chairman and Chief Financial Officer of Cargill, and Mr. Prokopanko is a Corporate Vice President of Cargill, and in certain cases may participate in or supervise the transactions discussed below on behalf of Cargill.

11/15/2004 S/4-A Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.