JANA comments on Agrium's ISS complaints: "More of the same"

         JANA comments on Agrium's ISS complaints: "More of the same"

PR Newswire

NEW YORK, NY, March 27, 2013

ISS Recommends that Agrium Shareholders Vote the BLUE Proxy

Further Information Available at www.JANAAguAnalysis.com

NEW YORK, NY, March 27, 2013  /PRNewswire/ - JANA Partners LLC today  released 
the following statement in response to attacks by Agrium Inc. ("Agrium")  (TSX 
/ NYSE: AGU) on leading proxy advisory services firm Institutional Shareholder
Services ("ISS"), which today  stated that JANA had  made a "compelling"  case 
for  change  at  Agrium  and  which  strongly  endorsed  JANA  nominees  Barry 
Rosenstein and David Bullock for election to Agrium's board of directors.

"This is more of the same from  Agrium's board, attacking anyone who dares  to 
challenge them,  making  unfounded  assertions,  and  claiming  to  speak  for 
shareholders when they don't like what they are hearing from them. The truth,
while not to Agrium's liking, is still quite clear:

  *The fact is that Agrium called out the cavalry last week to pressure the
    proxy advisory firms and found only 3% of the shares willing to speak up
    for them, including a shareholder who had already voiced support for them
    seven months ago. That is less than half of the shares we own, much less
    anything close to a decisive percentage.
  *Their claims about the opinions of the Canadian corporate governance
    community are equally unfounded, as they cite the same three governance
    commentators from weeks ago, two of whom are still consultants for
    corporate boards and one of whom is still wrong on the facts. We have
    spoken to several Canadian governance experts in recent days to better
    understand Agrium's claims, and it is highly clear that the company is
    seeking to use recommended guidelines which have no applicability to this
    situation as a battering ram to try to win a proxy contest. Good
    governance demands better.
  *Two of the other three proxy advisory services they attempt to throw into
    the mix have negligible, if any, influence in this situation. Agrium also
    lists a number of arguments they claim ISS failed to consider, when, in
    fact, ISS considered those arguments and simply disagreed with Agrium's
    conclusions. We also note that despite Agrium's attack on ISS today, just
    a few years ago Agrium praised ISS when the independent advisory firm
    issued a favorable recommendation for Agrium in its hostile pursuit of CF
    Industries.

"Agrium can stop claiming to speak for shareholders, who are more than capable
of speaking for themselves and will have their voices heard on April 9^th. We
are hopeful  that they  will  follow the  recommendations of  North  America's 
leading proxy advisory firm, which  noted the entrenched and insular  reaction 
of  Agrium's  board  to  new  ideas   and  outside  voices  in  making   their 
recommendation for our  highly qualified and  independent nominees.  Agrium's 
continued attacks on anyone who airs a different view only serve to  reinforce 
that point. We look forward to putting new directors in place that will  work 
towards value creation for all shareholders."

VOTE THE BLUE PROXY OR VIF "FOR" UNLOCKING AGRIUM'S SUBSTANTIAL VALUE CREATION
POTENTIAL

SOURCE JANA Partners

Contact:

JANA Partners LLC at (212) 455 0900
 
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