ISS Recommends Two JANA Nominees for Election to Agrium Board

Nominees Barry Rosenstein and David Bullock Endorsed by the Leading North 
American Proxy Advisory Firm 
ISS Recommends that Agrium Shareholders Vote the BLUE Proxy 
Further Information Available at 
NEW YORK, March 27, 2013 /CNW/ - JANA Partners LLC today announced that 
leading proxy advisory services firm Institutional Shareholder Services 
("ISS") has issued a report that JANA Partners has made a "compelling" case 
for change and strongly endorsing JANA nominees Barry Rosenstein and David 
Bullock for election to the board of directors of Agrium Inc. ("Agrium") (TSX 
/ NYSE: AGU) at the upcoming annual general meeting of shareholders on April, 
9(th), 2013. 
ISS recommends that Agrium shareholders vote on JANA's BLUE form of proxy or 
An excerpt of the ISS report follows (the references to "dissident" refer to 
"As insistent as the company has been that 'Jana's goal has always been a 
break up,' the only real proposals Jana has made to shareholders are to (1) 
add directors with appropriately deep understanding of the distribution 
business to help improve its performance and contribution to long-term value 
and (2) take a balanced look, leveraging their experience in distribution 
businesses, at whether there is in fact real value likely to be unlocked in a 
spin off.  If after doing the second of these things they conclude it would be 
wise, they still have no power to break up the company, unless they can 
persuade the rest of the board, through reasoned discussion, of why that path 
would deliver sustainably higher value. 
What shareholders should most consider in this contest, however, is not just 
the evidence that the company has underperformed or could use directors with 
relevant 'breaking bulk' experience to help it better oversee what is now a 
third of its business. They should also consider the board's responsiveness 
over the ten months this contest has played out, and in particular the 
cognitive dissonance of compulsively seeking to discredit the dissidents' 
proposals even as it began to implement or make commitments to implement many 
of the easier ones: returning capital to shareholders, providing shareholders 
better transparency into the distribution business, reducing excess working 
The gnawing question is not whether the company should spin off its 
distribution business, but whether a board still loudly repudiating the very 
changes it has begun to implement, changes which have encouraged many 
shareholders and analysts, is a board with a burgeoning credibility problem. 
Shareholders may well wonder if, once the bright lights of this proxy contest 
are turned off, the progress will fade as well. 
On this measure, as much as on the concerns about the board's ability to 
provide meaningful oversight for the distribution business, it is clear the 
dissidents have made a compelling case for change." 
JANA Managing Partner Barry Rosenstein stated that, "We are pleased that ISS 
conducted a detailed assessment of Agrium's long-term performance, the 
substantial opportunities for value creation, and the ability of our 
experienced and independent nominees to help pursue those opportunities for 
the benefit of all shareholders, and on that basis have recommended that 
shareholders elect two of our highly-qualified nominees to the board." 
Even if you have previously submitted a WHITE proxy or given voting 
instructions in support of the incumbent management nominees, you may still 
change your vote and support JANA's recommendations by completing and 
submitting a BLUE form of proxy or giving voting instructions in accordance 
with the BLUE voting instruction form. 
For questions or assistance, please contact Kingsdale Shareholder Services 
Inc., at 1-866-581-1514 toll-free in North America, or 1-416-867-2272 outside 
of North America, or by email at To keep 
current with further developments and information about voting your Shares, 
JANA Partners LLC at (212) 455 0900 
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CO: JANA Partners LLC
ST: New York
-0- Mar/27/2013 10:23 GMT
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