Agrium Issues Response to JANA Release, Says JANA Offers Nothing New

Agrium Inc. AGU today stated the open letter by JANA Partners released this morning is consistent with the New York hedge fund's flailing campaign to justify its ill-conceived break-up scheme. "The facts are straightforward. JANA has been trying for over nine months to obtain support for its idea that Agrium should break itself into 2 or 3 smaller pieces. Agrium's shareholders have overwhelmingly rejected JANA's break up plan along with its other flawed ideas. Today, JANA continued to back track from its entire value argument and otherwise provided nothing new for shareholders. As a result, we believe JANA's attempt to run its own slate for Agrium's Board is certain to fail," said Agrium Board Chair Victor J. Zaleschuk. "It is unfortunate that JANA has chosen to personally attack directors who have impeccable track records as members of a Board that continues to oversee significant value creation and which has been recognized for excellence in corporate governance. I am proud of our directors and the role each of them has played in generating a 467% shareholder return over the past eight years." JANA claims Agrium directors have not invested sufficiently in Agrium's stock. Agrium's directors have a total of $23.7 million at risk in Agrium shares. Excluding the two directors appointed to the Board last month, this represents an average of approximately $2.6 million per director. This may not be a lot of money to JANA CEO and hedge fund billionaire Barry Rosenstein, but it is a lot of money by Canadian standards and, in contrast to JANA's "golden leash" payments, ensures that the personal interests of Agrium directors are fully aligned with those of all shareholders. Agrium Shareholders: The Proxy to Vote is WHITE Your vote is important, no matter how many shares you own--Please submit your WHITE Proxy today FOR the election of the Agrium director nominees. Proxies must be received by 11:00 a.m. (Calgary time) on April 5, 2013. Due to the limited time available, we recommend voting by internet, telephone or fax today or no lat er than 24 hours before the deadline. For ease of voting visit our website www.agrium.com/proxy. Shareholders with questions or needing assistance in voting their WHITE proxy may call Agrium's Proxy Solicitation Agents as follows: