JANA's Letter to Agrium for Annual Holder Meeting

Barry Rosenstein, Managing Partner ofJANA Partners, today made the following statement at the Annual GeneralMeeting of Agrium Inc. ("Agrium") (NYSE: AGU) shareholders.We are Agrium's largest shareholder by far and no one has a greater interestin seeing Agrium succeed than we do.  That's why we pushed for change atAgrium, and we're proud that this push led to significant improvementsincluding the company's first large share repurchase in years, a dividend thatincreased by four-and-a-half times, and improved disclosure after years ofreducing disclosure.We are also gratified that as of the voting deadline on Friday, we hadreceived 59 million votes for one or more of our nominees, including itappeared enough votes for David Bullock and me to be elected to the board ofdirectors.We have learned however that after the vote deadline, enough votes for us wereapparently revoked to change the outcome. We don't know why otherwise thecompany would have started lobbying people after the deadline to change theirvotes.Usually when an election is over and you have more votes than the other sideyou have won. Not in the case, however. Apparently offering to pay 25 cents ashare was not enough to lock it up.We intend to investigate the vote changes after the voting deadline and ofcourse the vote buying, and to pursue all appropriate remedies.From the beginning we attempted to work behind the scenes and collaborativelywith management, as we always do.  This proved impossible as rather than realanalysis from the company we were simply told that our ideas had zero validityand zero support.  This obviously has proved to be untrue, as the company hasalready adopted many of them and we have received significant shareholdersupport.We chose to stick to what matters, which is shareholder value creation.  Ourcampaign was solely about another point of view on the direction of thecompany and how best to unlock unrealized value for shareholders.We felt that a healthy debate of the issues was a productive exercise for acompany that has consistently underperformed a weighted average of its peersand whose margins and ROIC have actually declined despite its growth in scale.We looked forward to working collaboratively with the board, not divisively.Unfortunately, management and the Board took a decidedly different tack.I congratulate you.  You are a Board that proved that if you play dirtyenough, violate all precepts of good corporate governance, fair play, ethicalbehavior, and democracy, you can still lose the campaign but then barelymanufacture a victory after the voting is supposed to be over.You are a Board that condoned: * Lying about the shareholder support you had, * Switching comparables that you came up with yourselves, * Hiring a mercenary banker who previously argued against your corporate structure and then argued for it when paid by you, * Buying back stock at an inflated price when you knew that an earnings miss was coming, * Permitting your management team to threaten shareholders that they would all quit if we got on the Board, which is a violation of Canadian securities law regarding selective disclosure, * Attacking me personally as "lucky", a "pain in the ass" and "a New York hedge fund billionaire", whatever that was meant to imply, * Changing your proxy materials to falsely claim distribution experience on the board for members who never claimed it before, * Surreptitiously moving up the voting date by a month and then, when you didn't like the result, lobbying shareholders to change their votes after Friday's voting deadline passed, and * Bribing brokers and financial advisers for favorable votes.In an era of improved corporate governance, this is the worst example ofentrenched, power-hungry at any cost behavior I have ever witnessed.They say it takes a lifetime to build a reputation and just an instant todestroy it.  I will leave it to you to decide what your reputation in themarket is now.The good news is that this tainted vote isn't the end of the story.We are Agrium's largest shareholder and you will find we are just as vocal andactive outside of a proxy contest as we are within it.  We will not hesitateto speak up should Agrium go back to its old ways, and we are not going away.