Yara International ASA — Proxy Solicitation & Information Statement 2010

Mar 11, 2010

NOTICE OF EXTRAORDINARY GENERAL MEETING IN FARA ASA

Notice is hereby given of an Extraordinary General Meeting of FARA ASA on 14 April 2010 at 17:00 hrs at the company's premises in Fosenkaia 3, 7010 Trondheim.

AGENDA:

General Assembly opened by the Chairman Jan Pihl Grimnes, cf the Public Limited Companies Act § 5-12, first paragraph, also a record of the shareholders who are present either in person or by proxy, see the Public Companies Act § 5-13.

Agenda:

• Item 1: Election of chairperson.
• Item 2: Choice of 1 (one) person to sign the protocol together with the Chairman.
• Item 3: Approval of the notice and agenda.
• Item 4: Proposal for changes to the articles of association (electronic publication of documents to the General Assembly).

The Board's proposed articles of association changes, and grounds for the proposal, is included in Annex 1

There are a total of 157 807 573 issued shares in the company, each share is entitled to one vote, and all have equal rights, so that in total there are 157 807 573 voting rights in the company.

All shareholders are entitled to participate in the company's annual general meeting, either in person or by proxy, and have the right to put forward proposals for decisions on matters for the General Assembly to handle.

If you wish to attend the meeting, it is necessary that the registration form / proxy form accompanying this message is returned by April 13, 2010, at 17:00 hrs to FARA ASA, c / o Beate Storhaug, Fosenkaia 3, 7010, Trondheim, beate.storhaug@fara.no, fax: 47 73 52 44 88

Attached to this notice are the Board's proposed decision for the cases specified in the notice (Appendix 1), as well as the registration form (Appendix 2) and authorisation form (Appendix 3).

The notice and the related documents, as well as the last annual and quarterly financial statements, are also available on the company's internet pages; www.fara.no .

Trondheim, the 11 March 2010

Jan Pihl Grimnes
Chairman

On behalf of the Board of Directors of FARA ASA

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Appendix 1

ITEM 4 - APPROVAL OF AMENDMENTS TO ARTICLES OF ASSOCIATION (ELECTRONIC PUBLICATION OF DOCUMENTATION TO THE GENERAL MEETING)

The Board notes that in 2009 new provisions were adopted in the Public Limited Companies which provide a simplification of the rules for mailing of documents to the general meeting, cf Public Limited Companies § 5-11a (implementation of the "shareholder Directive").

The new provision allows companies, through their constitution to provide that documents concerning matters to be considered by the General Assembly can be made available to shareholders on the company's website. This applies, for example, to the annual report (financial statements with attachments). In such cases there will be no requirement that the documents should be physically sent to the shareholders.

The provision includes all documents concerning matters to be dealt with at the meeting, including the documents as required by law that shall be included in or attached to the notice. The notice must still be sent to shareholders, cf Companies Act § 5-10, first paragraph, first sentence.

A shareholder may still request to receive documents concerning matters to be dealt with at the meeting, so that shareholders who so desire, have the right to have the documents sent by post.

The Board recommends that the new rules should be implemented in the constitution of FARA ASA. The opportunity to make general meeting documents available on its web pages, will represent an administrative simplification and result in reduced costs, which must both be considered to be in the shareholders' interest. Such a change will also provide an environmental benefit.

As part of this amendment it is also proposed for listed companies to apply a notice period of the Annual General Meeting of 21 days (following the recommendation of corporate governance). It is considered appropriate that this is also adopted into the company's articles of association.

The Board ask that the General Assembly adopts the following resolution:

Proposed resolution:

(i) The Board proposes that the new Statute § 9 shall read:

"Notice of Annual General Meeting takes place with at least 21 days' written notice to all shareholders with a known address.

Documents submitted to the general meeting for consideration can be posted on the company website. The same applies to documents under the Act which shall be included in or attached to the notice of the meeting. If the documents are made available to shareholders as mentioned above, this replaces the legal requirements for dispatch. A shareholder may, however, by contacting the company, receive documents that are on the agenda of the General Assembly."

(ii) The current § 9 will be the new § 10

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Appendix 2

Attendance OF EXTRAORDINARY GENERAL MEETING FARA ASA

April 14, 2010 at 17:00hrs

the company's premises at

Fosenkaia 3, 7010 Trondheim

I / We represent the following shares:

Treasury shares ___

Authorization from:

____ Shares
___ Shares
____ Shares
___ Shares
_______ Shares

Total ___ shares

Place and date ___

Name in block letters ___

Signature ___

If you wish to attend the meeting, it is asked that the message be returned by April 13, 2010, at. 17:00 to FARA ASA, c / o Beate Storhaug, Fosenkaia 3, 7010 Trondheim, Norway (Fax: 00 47 73524488)

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Appendix 3

PROXY

As owner of ___ shares in FARA ASA, I / we hereby authorise:

Alt 1: --- (tick) Chairman of the Board Jan Pihl Grimnes or his authorised representative, to act and vote on my / our behalf at FARA ASA's extraordinary general meeting on April 14, 2010, by voting according to the Board's suggestions / recommendations on the proposals.

Alt 2: --- (tick) _______
Name of representative

to act and vote on my / our behalf at FARA ASA's Annual General Meeting on April 14, 2010, at 17:00hrs

Place and date

Name in block letters

Signature

This form must be returned by April 13, 2010, at. 1700 to FARA ASA, c / o Beate Storhaug, Fosenkaia 3, 7010 Trondheim, Norway (Fax: 00 47 73524488). This proxy must be accompanied by a certificate of registration showing that the signatory has the authorisation and power to vote these shares.