JANA Partners Calls On Agrium To Halt Vote Buying

Asks Investment Advisers and Brokers to Put Clients' Interests First 
Further Information Available at www.JANAAguAnalysis.com 
NEW YORK, April 2, 2013 /CNW/ - Following yesterday's notice from JANA 
Partners that Agrium Inc. ("Agrium") (TSX / NYSE: AGU) is using shareholder 
money to pay brokers and investment advisers for votes for Agrium's directors, 
the response has been swift and decisive. 


    --  "Agrium's broker fee fails to pass the smell test." – The
        Globe & Mail, April 2, 2013
    --  "25 cents? That's the going rate it seems to bribe shareholders
        … There just seems to be something sleazy about all of
        this." – BNN Business News Network, April 1, 2013
    --  "I don't know if there's a clearer definition of buying a vote
        out there than what they are doing. Paying 25 cents for a yes
        vote." - BNN Business News Network, April 1, 2013

While 24 hours later Agrium has given no justification or released any of the 
details of its vote buying plan, which is unprecedented, it has made a number 
of false statements in its defense.
    --  "This is common in Canada." – False. This tactic is
        sometimes used in M&A or other transactions that have been
        approved by an unconflicted board, not where a board is trying
        to influence the outcome of its own election. We are aware of
        this happening in a contested board election exactly one other
        time, and in that case the full details of such arrangement
        were publicly disclosed. Something that has happened once is
        not common, and no matter how many times something improper
        happens, it is still improper.
    --  "This is no different than paying a proxy solicitor" –
        False. Proxy solicitors identify themselves as working for the
        company and have no relationship with the shareholder. In this
        case there has been no disclosure that brokers and financial
        advisors, who clients trust to give objective advice, are being
        paid for Agrium votes. Apparently Agrium had no plans to
        disclose these payments, thus deliberately misleading their
        shareholders.
    --  "JANA signaled it had similar plans, and we did not want to be
        at a disadvantage." – False. In fact it is entirely the
        other way around as Agrium first disclosed this as a
        possibility in its March 4(th) proxy circular (using vague
        terms suggesting that it "may" employ this tactic without
        disclosing any details). Our circular, reserving the right to
        do this, was filed on March 7(th). In any event, unlike Agrium,
        we never pursued this option.
    --  "We are just paying to reach hard to reach retail
        shareholders." – False. Agrium is not paying to "reach"
        shareholders. They are buying their vote for 25 cents a share,
        which could add up to more than $10 million dollars, making it
        one of the biggest expenses of the campaign for Agrium and a
        complete misuse of shareholder money. Agrium is also only
        paying for votes if its entire slate of director nominees is
        elected.
    --  "We are confident that we have shareholder support." – We
        leave it to shareholders to determine whether this is a
        credible statement in light of yesterday's revelations.

JANA today also called on all investment advisers and brokers who are 
approached by Agrium with its vote buying offer to consider whether, even if 
such tactics are legal in Canada (which we believe is questionable, and they 
are not legal in the US), they are consistent with the trust that their 
clients place in them.

JANA also directed Canadian investment advisors and brokers to review the 
exemption from the Canadian proxy solicitation rules in National Instrument 
51-102 which permits them to provide proxy voting advice to their clients.  
That exemption clearly requires them to disclose "any significant 
relationship" with Agrium and one of the conditions to the exemption clearly 
prohibits them from receiving "any special commission or remuneration for 
giving the proxy voting advice" other than from shareholders.

While Agrium may attempt to convince investment advisors and brokers that they 
can still justify participating in an undisclosed vote buying program based on 
technicalities, we ask every single one of them who is approached by Agrium to 
ask themselves this question:  "What would my clients, who put their trust in 
me, think of that?"  We believe the answer is clear, and that investment 
advisors and brokers should reject Agrium's vote buying scheme.

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

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 contactus@kingsdaleshareholder.com. To keep 
current with further developments and information about voting your Shares, 
visit www.JanaAGUAnalysis.com.

JANA Partners LLC at (212) 455 0900

http://www.JANAAguAnalysis.com

SOURCE: JANA Partners LLC

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CO: JANA Partners LLC
ST: New York
NI: FIN TNM MNA 

-0- Apr/02/2013 13:53 GMT