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Jana Partners Releases New Letter To Agrium Shareholders

To help the board address these issues, we have proposed five new, independent directors who would bring much needed experience and a very clear shareholder mindset to the board. David Bullock, Mitchell Jacobson and Stephen Clark have created literally billions of dollars of value at distribution companies which Agrium has cited as peers for its Retail business.  Lyle Vanclief served Canada as the Minister of Agriculture and ran a commercial farm before that.  And I am the founder of JANA Partners and have been working successfully to unlock value at companies for over two decades.

More information about the 5 C's can be found at www.JanaAGUAnalysis.com.

The company has accused us of only wanting to "break up" Agrium to destroy value, but again they are hoping you will believe we invest money to lose it.  It is true that we have called for a review of whether Retail, which has been built primarily through acquisitions and has only been a large part of Agrium for 7 of its 82 years, would be better off as an independent publicly traded Canadian company.  Despite Agrium's supposed shock at this idea, many investors have been asking this for years and Agrium's CEO has called this a "good question to ask" (The Globe & Mail, 1/31/13).  If a fair and independent review, which Agrium has failed to conduct, showed that Agrium's current structure was the best one, we would accept that result.

Contrary to what you have heard from the company about JANA Partners' nominees, each of us will be independent, each of us will benefit only if all shareholders benefit, and each of us will only have a duty to Agrium.

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