Agrium Sets the Record Straight

Agrium Sets the Record Straight 
CALGARY, ALBERTA -- (Marketwire) -- 03/22/13 --  
Agrium Inc. (TSX:AGU) (NYSE:AGU) today set the record straight on
information published yesterday by JANA: 

--  JANA continues to promote the "portfolio-weighted composite" that is not
    used by any of the 29 equity research analysts that cover Agrium. Agrium
    has maintained from the very beginning that JANA's "portfolio-weighted
    composite" is not a measure of performance that Agrium uses or accepts.
    Presentation of this concept by Agrium was simply to illustrate the
    misinformation in what JANA was advocating. 
--  When UAP was public, UAP had virtually no correlation with any of the
    distribution company composites. None of the equity research analysts
    that cover Agrium consider expected movements in the profit of these
    distribution companies to have any relevance for expected movements in
    agricultural retail profitability. 
--  JANA cannot claim credit for Agrium's share price gains over the last
    year. This is an empty claim that ignores the fact that Agrium has
    reported record earnings in each of the past two years. 
--  The facts are clear: Agrium's Board began increasing the company's
    dividend in 2011, long before JANA engaged Agrium, in line with
    increased earnings and cash flow and consistent with the actions of
    Agrium's competitors. Likewise, Agrium, not JANA, structured its pending
    acquisition of the Agri Products business from Glencore, allowing Agrium
    to return C$900 million of excess proceeds directly to shareholders
    through a share repurchase. 
--  Agrium achieves retail margins (EBITDA/Revenue) 50% higher than ag
    retail competitors, including UAP before we acquired it. Our Retail
    operating ratio (operating cost/gross profit) is in line with public
    distribution companies. Agrium has never referred to EBIT/GP; this is
    used solely by JANA and is not a measure of margins. 
--  JANA devotes 12 slides to defending its "golden leash" payment scheme
    but fails to cite a single independent source, expert or authority
    defending their scheme. By contrast, a broad spectrum of independent
    experts have condemned JANA's pay scheme as a source of conflicts,
ionate pay and short-term incentives. 

Most importantly, JANA once again has not provided any analysis to
support how its break-up plan or other ideas could create shareholder
"We are gratified by the strong level of support we have received
from our shareholders as we look forward to the results of the annual
meeting on April 9, 2013," said Agrium Board Chair Victor J.
Agrium Shareholders: The Proxy to Vote is WHITE 
Your vote is important, no matter how many shares you own - If you
have not yet voted your WHITE proxy, please do so today FOR the
election of the Agrium director nominees. Even if you have already
voted using JANA's blue proxy, you can change your vote by submitting
a WHITE Agrium proxy now, which will revoke any previously submitted
proxy and be counted at the Meeting. 
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 later than 24 hours before the
deadline. For ease of voting visit our website 
Shareholders with questions or needing assistance in voting their
WHITE proxy may call Agrium's Proxy Solicitation Agents as follows: 

--  Canadian shareholders: CST Phoenix Advisors at 1-866-822-1242 (toll-
    free) or email 
--  U.S. shareholders: Innisfree M&A Incorporated at 1-877-456-3442 (toll-
    free) or email 
--  European shareholders: UK Toll Free: 0800 294 5237, European Investors
    outside the UK: +44 (0) 207 760 8956 or email 

Please discard any proxy or related materials you may receive from
Jana Partners LLC. 
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. 

--  Canadian shareholders: CST Phoenix Advisors at 1-866-822-1242 (toll-
    free) or email 
--  U.S. shareholders: Innisfree at 1-877-456-3442 (toll-free) or email 
--  European shareholders: UK Toll Free: 0800 294 5237, European Investors
    outside the UK: +44 (0) 207 760 8956 or email 
Canadian media - Joel Shaffer, Longview Communications, (416)
U.S. media - Robert Siegfried, Kekst and Company, (212) 521-4832 
Forward-looking Statements Advisory 
Certain statements and other information included in this news
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, "forward-looking statements").
Forward-looking statements are typically identified by the words
"believe", "expect", "estimate", "would" and other similar
expressions. 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, estimates and analysis with respect
to: the composition of our Board of Directors; JANA's dissident
nominees and their ability to think and act independently; the
ability of certain director nominees to effect positive change; the
impact of various multiples and assumptions on the value of our
existing business and the businesses of certain of our peers; the
value, benefits, efficiencies and opportunities resulting from our
strategy and the integrated nature of our business; and the
feasibility, value and impact of JANA's ideas and strategies for
Agrium and our belief that these ideas and strategies are not in the
best interests of Agrium and its shareholders and will destroy
shareholder value. Readers are cautioned not to place undue reliance
on forward-looking statements which involve known and unknown
material risks and uncertainties that may cause our actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied in
such forward-looking statements. 
The forward-looking statements included in this news release are
based on certain assumptions and analysis made by us in light of our
experience and perception of historical trends, current conditions
and expected future developments as well as other factors we believe
are appropriate in the circumstances. All of the forward-looking
statements are qualified by the assumptions that are stated or
inherent in such forward-looking statements. The key assumptions that
have been made in con
nection with such forward-looking statements
include, among other things: assumptions with respect to Agrium's
acquisitions; that future business, regulatory and industry
conditions will be within normal parameters, including with respect
to prices, margins, product availability and supplier agreements; the
completion of projects on schedule, as planned and on budget;
assumptions with respect to U.S. and global economic conditions; our
ability to access our credit facilities or capital markets for
additional sources of financing; and the assumptions set forth under
the heading "Key Assumptions and Risks in Respect of Forward-Looking
Statements" on pages 82 to 83 of Agrium's Management's Discussion &
Analysis for the year ended December 31, 2012 (the "2012 MD&A").  
By their nature, forward-looking statements are subject to various
risks and uncertainties which could cause Agrium's anticipated
results and experience to differ materially from the anticipated
results or expectations expressed. The key risks and uncertainties
that could cause actual results to differ materially from those in
the forward-looking statements include, but are not limited to:
general economic, market and business conditions; weather conditions
including impacts from regional flooding and/or drought conditions;
crop prices; the supply and demand and price levels for our major
products; governmental and regulatory requirements and actions by
governmental authorities, including changes in government policy,
government ownership requirements, changes in environmental, tax,
anti-trust and other laws or regulations and the interpretation
thereof, and political risks, including civil unrest, actions by
armed groups or conflict, as well as counterparty and sovereign risk;
actions by competitors and others that include changes to industry
capacity, utilization rates and product pricing; performance by
customers, suppliers and counterparties to financial instruments;
changes in the development plans for our major capital expansion and
improvement projects including the potential for higher costs,
delays, issues with counterparties, risks associated with technology
or inflationary pressure; fluctuations in foreign exchange and tax
rates; a deterioration in the state of the capital markets or a
negative bias towards Agrium or its industry by market participants;
gas prices and gas availability; operating risks associated with
investment in foreign jurisdictions; reliability of performance of
existing capital assets; changes in margins and/or levels of supplier
rebates; political risks associated with our interests in the
Egyptian Misr Fertilizers Production Company S.A.E. nitrogen facility
in Egypt, the Argentine Profertil nitrogen facilities and other
facilities; environmental, health, safety and security risks typical
of those found throughout the agriculture, mining and chemical
manufacturing sectors and fertilizer supply chain; risks related to
our proposed business acquisitions including risks related to our
ability to close such acquisitions as anticipated and to integrate
and achieve synergies from any assets we may acquire within the time
or at the performance level expected; and the risks set forth in the
2012 MD&A on pages 74 to 77 under the heading "Enterprise Risk
Management - Key Business Risks" and pages 82 to 83 under the heading
"Key Assumptions and Risks in Respect of Forward-Looking Statements".
Additional information and other risk factors respecting the business
and operations of Agrium as are detailed from time to time in Agrium
reports filed with the Canadian securities regulators and the
Securities and Exchange Commission in the United States. 
Agrium disclaims any intention or obligation to update or revise any
forward-looking statements in this news 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 legislation.
Richard Downey
Vice President, Investor/Corporate Relations
(403) 225-7357 
Todd Coakwell
Director, Investor Relations
(403) 225-7437 
Mark Thompson
Analyst, Investor Relations
(403) 225-7761 
13131 Lake Fraser Dr. SE
Calgary, Alberta
Canada T2J 7E8
Press spacebar to pause and continue. Press esc to stop.