TIME FOR AN UPGRADE: JANA ANNOUNCES AGRIUM DIRECTORS TO BE REPLACED

NEW YORK, March 7, 2013 /PRNewswire/ -- JANA Partners today filed and mailed its proxy circular to Agrium Inc. ("Agrium") (TSX / NYSE: AGU) shareholders naming the directors it plans to replace at the Annual General Meeting on April 9, 2013 with its highly-qualified independent nominees. The JANA nominees will constitute a minority of the board and are prepared to work constructively to help unlock substantial unrealized value for shareholders.  A letter accompanying today's mailing from JANA Managing Partner and nominee Barry Rosenstein follows. 

JANA PARTNERS URGES FELLOW SHAREHOLDERS TO VOTE THE BLUE PROXY CARD OR VIF FOR ITS EXPERIENCED AND INDEPENDENT BOARD NOMINEES  Further Information Available at www.JANAAguAnalysis.com

Letter from JANA Partners

Dear Fellow Agrium Shareholders:

We have invested more than $1 billion in Agrium, making it our largest investment and us the largest shareholder, because it has the opportunity to unlock substantial unrealized value for all shareholders.  Instead of embracing this opportunity, the board has hidden behind stock performance attributable to broad industry tailwinds, as well as baseless attacks and distortions, including just this week quietly and falsely enhancing the qualifications of its board.

Agrium would like you to believe that we have invested over $1 billion in its stock to purposely destroy the value of our own investment.  Does that make sense to you?

We have proposed 5 new independent directors who are all highly qualified to help address the underperformance more fully outlined below.  Agrium has called our board slate a "Trojan Horse" even though these nominees would be a minority of the board and could only accomplish change through building consensus.  Why is Agrium's board so afraid of a minority of independent board members with relevant experience who can ask the tough questions?

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