Agrium Board Responds to JANA Press Release

Agrium Board Responds to JANA Press Release 
CALGARY, ALBERTA -- (Marketwire) -- 02/20/13 -- Agrium Inc. (TSX:AGU)
As previously announced, Agrium will hold its Annual General Meeting
of Shareholders on April 9, 2013 in Calgary, Alberta. Shareholders of
common shares of Agrium Inc. as at the close of trading on February
25, 2013 (the "Record Date") will be eligible to vote their shares at
the Meeting. 
Board Chair Victor J. Zaleschuk today issued the following statement
in response to JANA's latest press release: 
"JANA has been running its campaign for over eight months now. We are
holding our Annual General Meeting a month earlier than usual to
bring this matter to a close. We remain confident that we have
overwhelming shareholder support." 
"Agrium's Board has given JANA's ideas due and thorough consideration
and we have rejected them. JANA's analysis is flawed, and its ideas
would destroy shareholder value."  
About Agrium  
Agrium Inc. is a major Retail supplier of agricultural products and
services in North America, South America and Australia and a leading
global Wholesale producer and marketer of all three major
agricultural nutrients and the premier supplier of specialty
fertilizers in North America through our Advanced Technologies
business unit. Agrium's strategy is to provide the crop inputs and
services needed to feed a growing world. We focus on maximizing
shareholder returns by driving continuous improvements to our base
businesses, pursuing value-added growth opportunities across the crop
input value chain and returning capital to shareholders. 
Forward-Looking Statements  
Certain statements and other information included in this press
release constitute "forward-looking information" within the meaning
of applicable Canadian securities legislation or constitute
"forward-looking statements" within the meaning of applicable U.S.
securities legislation (collectively, the "forward-looking
statements"). All statements in this press release, other than those
relating to historical information or current conditions, are
forward-looking statements including, but not limited to, statements
as to management's expectations with respect to, business and
financial prospects, the execution of its business strategy, the
creation of value for shareholders and the future performance and
value of its retail operations. These forward-looking statements are
subject to a number of risks and uncertainties, many of which are
beyond our control, which could cause actual results to differ
materially from such forward-looking statements, and are qualified by
the assumptions that are stated or inherent in such forward-looking
Events or circumstances that could cause actual results to differ
materially from those in the forward-looking statements include, but
are not limited to, the expected combination benefits and costs
savings from recent transactions not being fully realized or not
being realized within the expected time frame, disruptions from the
transactions making it more difficult to maintain relationships with
customers, employees and suppliers, recent or proposed business
acquisitions not being integrated successfully or such integration
being more difficult, time-consuming or costly than expected, delays
or difficulties with the planned increase in potash production
capabilities or expansion of the Egyptian nitrogen facility, general
business and economic conditions, interest rates, exchange rates and
tax rates, weather conditions, crop prices, the supply, demand and
price level for our major products, gas prices and gas availability,
operating rates and production costs, domestic fertilizer consumption
and any changes in government policy in key agriculture markets,
including the application of price controls and tariffs on
fertilizers and the availability of subsidies or changes in their
amounts, changes in development plans, construction progress,
political risks, including civil unrest, actions by armed groups or
conflict, governmental and regulatory requirements and actions by
governmental authorities, including changes in government policy,
changes in environmental, tax and other laws or regulations and the
interpretation thereof and other risk factors detailed from time to
time in Agrium reports filed with the Securities and Exchange
Commission or Canadian securities regulators. Agrium disclaims any
intention or obligation to update or revise any forward-looking
statements in this press release as a result of new information or
future events, except as may be required under applicable U.S.
federal securities laws or applicable Canadian securities
Agrium Inc.
Richard Downey
Vice President, Investor/Corporate Relations
(403) 225-7357 
Agrium Inc.
Todd Coakwell
Director, Investor Relations
(403) 225-7437 
Agrium Inc.
Mark Thompson
Analyst, Investor Relations
(403) 225-7761
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