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Press release from CNW Group

JANA Partners Reminds Agrium Shareholders To Vote The BLUE Proxy Or VIF Before Tomorrow, April 5 At 9am Eastern Time

Thursday, April 04, 2013

JANA Partners Reminds Agrium Shareholders To Vote The BLUE Proxy Or VIF Before Tomorrow, April 5 At 9am Eastern Time

10:31 EDT Thursday, April 04, 2013

Confident that Value-Unlocking Change is Coming to Agrium's Board Next Tuesday

Nominee Biographies and More Information Available at www.JanaAGUAnalysis.com

NEW YORK, April 4, 2013 /CNW/ - JANA Partners LLC today reminded all shareholders of Agrium Inc. (TSX / NYSE: AGU) to vote their BLUE proxies or VIF "FOR" value-unlocking change via Internet, phone or fax by 7:00am Calgary time / 9:00am Eastern time tomorrow, April 5th. JANA Managing Partner and board nominee Barry Rosenstein also made the following statement:

"Based on the results so far, we are highly confident that real change is coming to Agrium's board. Every vote still counts, however, and we encourage all shareholders to make their voices heard by voting the BLUE proxy or VIF well before the deadline.

It is unfortunate that Agrium management still cannot seem to imagine a board with differing views that works collaboratively to reach the right result, but not only is it possible, it is vital. A lack of differing views does not make a board strong, it makes it weak. We have seen that with Agrium's board, from a failure to ask the tough questions about costs, capital allocation, returns on investment and other matters, to its conduct in this campaign, including approving a divisive campaign of entrenchment, merely to avoid adding a minority of experienced new directors.

Despite all this, my fellow nominees and I stand ready to work collaboratively with the full board to find areas of common agreement for the benefit of all shareholders. No matter what has come before, everyone on Agrium's board will share the same goal: Doing what's best for Agrium. JANA is Agrium's largest shareholder and all of our nominees have substantial personal investments in Agrium, so no one has more interest in finding common ground than we do.

While Agrium continues to describe our efforts in simplistic campaign terms, it will soon be time to turn to the harder business of maximizing value for shareholders. These are the ideas we have been focused on this entire campaign, as embodied in the 5 C's of opportunity for Agrium: Costs, Controls, Capital Allocation, Conglomerate Structure and Corporate Governance. In none of these areas would we be able to force change; change will only come through building consensus with the full Agrium board about the best path forward for all Agrium shareholders.

As for Agrium's comments this morning, we do not view attempting to purchase an election as a 'distraction' and it is the height of arrogance to criticize us for not raising earlier something that the company kept hidden. We raised it when we learned of it, and if the board wished to avoid discussing vote buying it should not have pursued it. It is also only one example of the need for change at Agrium. Fortunately, that change is coming soon."

North America's leading proxy advisory firm, Institutional Shareholder Services (ISS), believes that there is a "compelling" case for change at Agrium and advises shareholders to vote the BLUE proxy for nominees Rosenstein and Bullock.

VOTE ONLY THE BLUE PROXY OR VIF "FOR" UNLOCKING AGRIUM'S TRUE VALUE

Your vote is important, no matter how many shares you own. If you have not yet voted your BLUE proxy or VIF, please do so today FOR the election of the JANA nominees. Even if you have already voted using the white proxy, you can change your vote by submitting a BLUE proxy or VIF now, which will revoke any previously submitted proxy or VIF and be counted at the meeting.

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.

SOURCE: JANA Partners LLC

For further information:

JANA Partners LLC, (212) 455 0900

http://www.JanaAGUAnalysis.com

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