JANA Partners Responds to Agrium's Proxy Circular, Defense of Status Quo

JANA Partners today responded to the release of proxy materials from Agrium Inc. ("Agrium")

. "Agrium is proudly defiant in its continued refusal to consider any new means to reverse its historical underperformance compared to its true potential.  However, nothing in Agrium's new appeal to shareholders addresses the board's total failure to unlock Agrium's true value potential and its entrenched defense of the status quo at any cost.  After you wash away the diversions and distortions, the truth remains that Agrium has significantly underperformed its peer weighted average, has destroyed value through its failed strategy and lack of proper board oversight, and would benefit greatly from the experience, independence and shareholder mindset that our nominees will bring to Agrium's board. Agrium continues to focus only on our comments about its conglomerate structure because they have no compelling response on the issues we have raised with respect to costs, controls, capital allocation and corporate governance.  As for the issue of structure, Agrium pounds its chest but the fact is that the board has refused to conduct anything other than a rigged review of Agrium's persistent undervaluation based on distorted analysis.  A board in search of all means to deliver value for shareholders would conduct a searching review of the issue and accept whatever the results are, as our independent nominees would do. With respect to Agrium's attacks on our directors, this is another diversionary tactic from a board that knows it is losing shareholders because of its inability to unlock Agrium's true value potential. The truth is that our nominees only stand to gain to the extent that all shareholders gain and each meets the independence requirements of the CBCA, the NYSE and Agrium's own governance guidelines.  Agrium has known this since we first disclosed our director nominees four months ago but is raising it now out of desperation.  It is also preposterous that a board chairman that has purchased literally zero shares personally in almost seven years and a board that overall has invested so little personally in their own stock, and has acted accordingly, would seek to make an issue out of director alignment with shareholders. We think Agrium can do better than the status quo and that shareholders expect a board that will challenge underperformance, which is what our nominees will do.  If these are Agrium's best arguments, we feel even more confident that real change is coming.  We ask Agrium shareholders to stay tuned, as we will address Agrium's distortions and diversions in more detail shortly." Information in Support of Public Broadcast Solicitation JANA is relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations to make this public broadcast solicitation.  The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations. This solicitation is being made by JANA, and not by or on behalf of the management of Agrium. The address of Agrium is 13131 Lake Fraser Drive S.E., Calgary, Alberta T2J 7E8. JANA has filed an information circular containing the information required by Form 51-102F5 – Information Circular in respect of its proposed nominees, which is available on Agrium's company profile on SEDAR at www.sedar.com and at www.JANAAguAnalysis.com. Proxies for the Agrium shareholders' meeting may be solicited by mail, telephone, email or other electronic means as well as by newspaper or other media advertising, and in person by managers, directors, officers and employees of JANA, who will not be specifically remunerated therefor.  In addition, JANA may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws.  JANA may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of JANA.  All costs incurred for the solicitation will be borne by JANA. JANA has entered into agreements with Kingsdale Shareholder Services Inc. ("Kingsdale") and The Laurel Hill Advisory Group Company ("Laurel Hill") pursuant to which Kingsdale and Laurel Hill have agreed to assist JANA in soliciting shareholders should JANA commence a formal solicitation of proxies.  Kingsdale's responsibilities will principally include advising JANA on governance best practices, where applicable, liaising with proxy advisory firms, developing and implementing shareholder communication and engagement strategies, and advising with respect to meeting and proxy protocol. Laurel Hill will be principally responsible for the solicitation of retail shareholders and other strategic advice. Pursuant to the agreement with Kingsdale, for its solicitation services, Kingsdale would receive a fee in the range of $125,000 to $250,000, plus disbursements and a telephone call fee.  In addition, Kingsdale may be entitled to a success fee on the successful completion of JANA's solicitation, as determined by JANA in consultation with Kingsdale. Kingsdale will also receive a separate fee for its other services. Pursuant to the agreement with Laurel Hill, Laurel Hill would receive a fee of up to $100,000, plus disbursements and a telephone call fee. In addition, Laurel Hill will be entitled to a success fee of $100,000 on the successful completion of JANA's solicitation. All costs incurred for the solicitation will be borne by JANA. JANA is not requesting that Agrium shareholders submit a proxy at this time.  Once JANA has commenced a formal solicitation of proxies, a registered holder of common shares of Agrium that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by JANA, or as otherwise provided in the final proxy circular, once made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of Agrium at any time up to and including the last business day preceding the day the meeting of Agrium shareholders or any adjournment or postponement of the meeting is to be held, or (ii) with the chairman of the meeting prior to its commencement on the day of the meeting or any adjournment or postponement of the meeting; or (c) in any other manner permitted by law.  A non-registered holder of common shares of Agrium will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. To the knowledge of JANA, neither JANA nor any of its managers, directors or officers, or any associates or affiliates of the foregoing, nor any of JANA's nominees, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of Agrium's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Agrium or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted upon at the meeting of Agrium shareholders other than the election of directors.