EX-99.2
Published on August 13, 2025
Exhibit 99.2
BRAZIL POTASH CORP (the Corporation) Annual and Special Meeting Sept. 5, 2025 at 11:00 Toronto, AM (Canada/Eastern ON Standard) 198 Davenport Road, (the Meeting) Proxy Voting Guidelines and Conditions 1. THIS PROXY IS SOLICITED . BY OR ON BEHALF OF THE MANAGEMENT OF THE CORPORATION 2. THIS PROXY SHOULD BE VOTING READ. IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING. 3. on If you your appoint behalf, the they Management must also vote Nominees in accordance indicated with on your the reverse instructions to vote or, Recommendations if no instructions are highlighted given, in accordance for each Resolution with the on Voting the reverse. If you appoint accordance someone with your else instructions to vote your or, securities, if no instructions they will are also given, vote as in they in their discretion choose. 4. This proxy confers discretionary authority on the person named to vote in their discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof. 5. the The securityholder securityholder at has the a right Meeting to appoint other than a person the person or company or company to represent designated in the form of proxy. Such right may be exercised by inserting, on the reverse of this form, in the space labeled Please print appointee name, the name of the person to be appointed, who need not be a securityholder of the Corporation. 6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the securityholders of the Corporation. 7. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chair of the Meeting in their discretion, and the Chair is under no obligation to accept or reject any particular late proxy. 8. If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatorys power to sign the proxy. 9. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol. Electronic Delivery If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so: 1. After you vote online at www.voteproxyonline.com using your control number. 2. Through TSX Trusts online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login For details go to www.tsxtrust.com/consent-to-electronic-delivery VOTING METHOD Internet Go to www.voteproxyonline.com and enter the 12 digit control number FACSIMILE 416-595-9593 MAIL or HAND DELIVERY TSX Trust Company 301-100 Adelaide Street West Toronto, Ontario, M5H 4H1 Investor inSite TSX Trust Company oers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions. To register, please visit: https://tsxtrust.com/t/investor-hub/forms/investor-insite-registration and complete the registration form. For assistance, please contact TSX TRUST INVESTOR SERVICES. Mail: 301 - 100 Adelaide Street West Toronto, ON, M5H 4H1 Tel: 1-866-600-5869 Email: tsxtis@tmx.com
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FORM OF PROXY (PROXY) BRAZIL POTASH CORP CONTROL NUMBER: «CONTROL_NUMBER» (the Corporation) Sept Annual . 5, and 2025 Special at 11:00 Meeting AM (Canada/Eastern Standard) ON 198 Davenport Road, Toronto, SECURITY CLASS: Common Shares RECORD DATE: July 21, 2025 PROXY: FILING DEADLINE FOR Sept. 3, 2025 at 11:00 AM (Canada/Eastern Standard) The undersigned hereby appoints Neil Said, whom failing Ryan Ptolemy, (the Management Nominees) or instead of any of them, the following Appointee PLEASE PRINT APPOINTEE NAME as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with the voting instructions, if any, provided below. RESOLUTIONSVOTING RECOMMENDATIONS ARE INDICATED BY TEXT ABOVE THE BOXES 1. Election of Directors WITHHOLD 2. Appointment of Auditor WITHHOLD A) Mayo Schmidt Appointment of MNP LLP as Auditor of the B) Matthew Simpson authorizing Corporationthefor Directors the ensuing to fixyeartheir and C) Deborah Battiston remuneration. D) Christian Joerg E) Brett Lynch F) Pierre Pettigrew G) Peter Tagliamonte 3. Approval of Amended 2024 Incentive AGAINST Compensation Plan To approve, with or without variation, an ordinary resolution to approve an amendment to the Companys 2024 Incentive Compensation Plan that sets the total number of Common Shares reserved and available for delivery under the 2024 Incentive Compensation Plan to 8,600,000. The Proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED PLEASE PRINT NAME Signature of registered owner(s) Date(MM/DD/YYYY) Interim Financial Statements Mark this box if you would like to receive Annual Financial Statements Mark this box if you would like to receive Interim Financial Statements and Managements Discussion and Analysis. Annual Financial Statements and Managements Discussion and Analysis. If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-o time has passed, please fax this side to 416-595-9593 Check this box if you wish to receive the selected financial statements electronically (optional on the Issuer providing via email) EMAIL By providing my email address, I hereby acknowledge and consent to all provisions outlined in the following: https://www.tsxtrust.com/consent-to-electronic-delivery?lang=en