OREANDA-NEWS. March 14, 2013. Agrium Inc. (TSX and NYSE: AGU) today warned shareholders that New York hedge fund JANA Partners continues to attempt to mask its break-up objective by disseminating a growing list of false and misleading statements.

"Our shareholders make decisions based on value and credible analysis, not rhetoric, and they are fully capable of distinguishing fact from fiction," said Victor J. Zaleschuk, Chair of the Board. "JANA has resorted to attempts to deceive our shareholders because its ever-changing arguments have gained no traction. JANA's dissident slate of "golden leash" nominees has been commissioned to break up the company and terminate an integrated strategy that has delivered substantial and sustainable value to shareholders."

The following false claims by JANA highlight its ongoing efforts to mask its break-up objective:

JANA has falsely asserted that its dissident proxy campaign is about any number of considerations, besides a break-up objective.

The reality is: JANA has been very clear in its public statements that its singular focus is to break up Agrium.

In JANA's July 11, 2012 presentation to Agrium, the very first point it made was "Agrium should promptly separate Retail as a standalone company"

In a presentation dated October 1, 2012, on a slide titled "What Agrium Should Do Today," JANA said: "Pursue a separation of Retail and Wholesale"

Consider what an analyst who is aligned with JANA had to say about JANA's intentions and boardroom dynamics if JANA's nominees are elected:

"If the JANA nominees are elected, we think a separation of Retail would be likely...And how likely would an actual separation be? We'd guess over 80%...How many senior management changes? Much too soon to say...People changes come after you figure out who is on board with a new plan." CLSA

JANA falsely claims that Agrium "refuses to address [the] issues1" that JANA has raised.

The reality is: Agrium gave a 106-page, four-and-a-half hour presentation to the investment community on January 28, 2013 addressing each of JANA's flawed assertions explicitly and in detail. The presentation clearly demonstrated that JANA's analysis is flawed and its demands would destroy shareholder value. Agrium's views and integrated strategy have received broad support from across the equity research community.

"Agrium in our view successfully refuted JANA's claims. The debate is winding down. We believe Agrium has proven: (1) its M&A strategy has generally been successful; (2) it's continuously improving its retail operating metrics; (3) its commitment to return capital to shareholders; and (4) there is no evidence to suggest that a split up of the company would yield a substantial re-rating of Retail, and would not result in a de-rating of Wholesale" Scotiabank

"JANA has raised broad discussion points, albeit with little specific or intimate knowledge of AGU Retail in our view, and the burden is on JANA to justify why a change in course could be needed..." BMO Capital Markets

Clearly, it is JANA that refuses to accept the facts.

JANA has falsely claimed that its dissident nominees represent "independent voices2" who "stand to benefit only to the extent that all [Agrium] shareholders benefit" and that questioning this transparently false position is "a diversionary tactic".

The reality is: JANA has signed agreements with each of its dissident nominees (other than JANA CEO Barry Rosenstein) that will pay each nominee a percentage of JANA's net profits in Agrium shares within a short time frame. JANA's statements are false in at least two respects: (i) JANA's dissident nominees cannot reasonably be considered independent given their effective employ with JANA; and (ii) JANA's dissident nominees are subject to payments from JANA, giving each of its nominees a personal incentive to take short-term actions without regard to the long-term best interests of the company and its shareholders. This sets up a scenario where JANA's dissident nominees could benefit at the expense of Agrium shareholders.

Respected and independent Canadian corporate governance experts from the Institute of Corporate Directors, the Clarkson Center for Business Ethics and Board Effectiveness at the University of Toronto and David Anderson of the Anderson Governance Group, have all publicly criticized JANA's pay scheme.

JANA falsely claims Agrium only raised concerns about JANA's "golden leash" payments at the last minute.

The reality is: During the February settlement discussions, Agrium required JANA's director nominee to terminate his special incentive pay agreement as a condition of joining Agrium's Board. Language addressing this condition is contained on page one of the draft settlement agreement that is available at www.agrium.com.

Agrium took this position because it, along with independent governance experts, believes that a director who receives short-term incentive payments from a shareholder cannot be independent or fulfill his or her duties to the company and all of its shareholders.

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1 "An Open Letter to Shareholders," February 20, 2013.
2 JANA statement, February 11, 2013

Agrium Shareholders: The Proxy to Vote is WHITE

Your vote is important, no matter how many shares you own--Please submit your WHITE Proxy today FOR the election of the Agrium director nominees.

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 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.