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Leading Proxy Advisor Glass, Lewis Recommends Agrium Shareholders Vote FOR Agrium's Director Nominees

Leading Proxy Advisor Glass, Lewis Recommends Agrium Shareholders Vote FOR 
Agrium's Director Nominees 
CALGARY, ALBERTA -- (Marketwire) -- 03/26/13 --  
ALL AMOUNTS ARE STATED IN U.S.$ 
Agrium Inc. (TSX:AGU) (NYSE:AGU) announced today that Glass, Lewis &
Co. LLC ("Glass Lewis") has recommended that its clients vote FOR all
12 of Agrium's director nominees using only the WHITE proxy. 
Glass Lewis is a leading independent international corporate
governance analysis and proxy voting firm that focuses on the
long-term financial impact of investment and proxy vote decisions.
Its recommendations assist shareholders in making voting choices
regarding proxy voting decisions.  
In its report, Glass Lewis wrote: 
"In sum, we find Agrium management has ultimately argued a more
compelling case in favor of maintaining Agrium's existing strategy,
and board, than JANA has argued against it...Nowhere is this exchange
more readily displayed than with respect to the fundamental question
of shareholder value: where Agrium offers a straightforward and
succinct analysis of total returns against a wide range of individual
comparables and peer composites, JANA relies upon a poorly justified
weighting methodology in order to arrive at figures sufficient to
support the remainder of its arguments. We regard this analysis as
misleading at best, and believe shareholders should refrain from
relying on any conclusions derived therefrom." 
"...we fail to see how election of prospectively conflicted Dissident
nominees represents a compelling opportunity for unaffiliated
shareholders when viewed relative to the continued pursuit of
Agrium's stated plans. This is particularly true given recent board
appointments, improved disclosure around Agrium's retail business and
a clear commitment to return excess capital going forward."  
"We are pleased that Glass Lewis has recommended that its subscribers
support Agrium's slate of director nominees," said Agrium Board Chair
Victor J. Zaleschuk. "From the proxy advisors, to analysts and
shareholders alike, Agrium's slate of director nominees have strong
momentum. Every vote counts, so shareholders should vote immediately
to ensure their proxy is counted at the meeting." 
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 www.agrium.com/proxy. 
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 inquiries@phoenixadvisorscst.com 
--  U.S. shareholders: Innisfree M&A Incorporated at 1-877-456-3442 (toll-
    free) or email info@innisfreema.com 
--  European shareholders: UK Toll Free: 0800 294 5237, European Investors
    outside the UK: +44 (0) 207 760 8956 or email
    inquiries@phoenixadvisorscst.com

 
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. 
FOR FURTHER INFORMATION: 
Investors: 


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

 
www.agrium.com/proxy 
Media: 
Canadian media - Joel Shaffer, Longview Communications, (416)
649-8006  
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 news release other than those
relating to historical information or current conditions are
forward-looking statements, including, but not limited to, statements
as to our expectations, estimates and analysis with respect to: the
composition of our Board of Directors; the outcome of our upcoming
shareholders meeting; JANA's dissident nominees and their
credibility, objectivity and independence; the ability of certain
director nominees to effect positive change in shareholder value; the
value, benefits, efficiencies and opportunities resulting from our
strategy and the integrated nature of our business; JANA's ideas and
strategies for Agrium and the feasibility, value and impact of such
ideas and strategies 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 connection 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.
Contacts:
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 
Agrium Inc.
13131 Lake Fraser Dr. SE
Calgary, Alberta
Canada T2J 7E8
www.agrium.com
 
 
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