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

ISS Recommends that Agrium Shareholders Vote the BLUE Proxy

Further Information Available at www.JANAAguAnalysis.com

NEW YORK, NY, March 27, 2013 /CNW/ - 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

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