JANA Partners Announces Candidates For Agrium Board

Three of JANA’s candidates are seasoned distribution executives with proven records creating value as operators, and in some cases directors, at companies recently cited by Agrium as peers for its distribution business (“Retail”), while none of Agrium’s current independent directors have such experience despite the substantial size and significance of Retail. These individuals also have direct experience operating distribution businesses in the U.S., Retail’s principal market, as well as other geographies. JANA’s fourth independent candidate is the former Canadian Minister of Agriculture, who will bring to the Board his experience dealing with complex agricultural issues in government as well as his prior direct experience operating a commercial farm.

“Agrium’s Board has had every opportunity to respond constructively to our analysis, and instead simply attempted to avoid the issues,” said Rosenstein, citing the following governance lapses:

JANA’s candidates collectively possess the skills and experience to help the Board address, rather than avoid, the critical issues facing Agrium including:

“At the end of the day, Agrium’s future is in the hands of its shareholders,” Rosenstein added, “and we believe they will overwhelmingly support change to realize Agrium’s true value.”

Each of JANA’s candidates has invested personally in Agrium and will also be incentivized by JANA based upon the performance of Agrium’s shares for all Agrium shareholders.JANA stated today that it is willing to work with the current Board to ensure that any changes in composition will not raise regulatory issues for or burdens on Agrium, including with respect to the number of Canadian directors who are ultimately seated.

According to JANA, during Mr. Bullock’s tenure at UAP from 2002 to 2008, the company experienced significant operating profit growth and margin expansion, driving EBITDA growth of more than 16% per year.

The Shareholder has not sought or obtained consent from any third party to the use herein of previously published information. Any such information should not be viewed as indicating the support of such third party for the views expressed herein.

Except for the historical information contained herein, the matters addressed in these materials are forward-looking statements that involve certain risks and uncertainties. You should be aware that actual results could differ materially from those contained in the forward-looking statements. The Shareholder does not assume any obligation to update the forward-looking information.

This solicitation is being made by JANA, and not by or on behalf of the management of Agrium.

Proxies for the Agrium shareholders’ meeting may be solicited by mail, telephone, email or other electronic means as well as by newspaper or other media advertising, and in person by managers, directors, officers and employees of JANA, who will not be specifically remunerated therefor. In addition, JANA may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws.JANA may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of JANA.All costs incurred for the solicitation will be borne by JANA.

JANA is not requesting that Agrium shareholders submit a proxy at this time. Once JANA has commenced a formal solicitation of proxies, a registered holder of common shares of Agrium that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by JANA, or as otherwise provided in the final proxy circular, once made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing, as the case may be: (i) at the registered office of Agrium at any time up to and including the last business day preceding the day the meeting of Agrium shareholders or any adjournment or postponement of the meeting is to be held, or (ii) with the chairman of the meeting prior to its commencement on the day of the meeting or any adjournment or postponement of the meeting; or (c) in any other manner permitted by law.A non-registered holder of common shares of Agrium will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary.

To the knowledge of JANA, neither JANA nor any of its managers, directors or officers, or any associates or affiliates of the foregoing, nor any of the Shareholder Nominees, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of Agrium’s most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Agrium or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted upon at the meeting of Agrium shareholders other than the election of directors.

For more info contact JANA Partners LLC at (212) 455 0900

SOURCE JANA Partners LLC