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JANA Partners Statement At Agrium Annual Meeting

We chose to stick to what matters, which is shareholder value creation.  Our campaign was solely about another point of view on the direction of the company and how best to unlock unrealized value for shareholders.

We felt that a healthy debate of the issues was a productive exercise for a company that has consistently underperformed a weighted average of its peers and whose margins and ROIC have actually declined despite its growth in scale.

We looked forward to working collaboratively with the board, not divisively.

Unfortunately, management and the Board took a decidedly different tack.

I congratulate you.  You are a Board that proved that if you play dirty enough, violate all precepts of good corporate governance, fair play, ethical behavior, and democracy, you can still lose the campaign but then barely manufacture a victory after the voting is supposed to be over.

You are a Board that condoned:

  • Lying about the shareholder support you had,
  • Switching comparables that you came up with yourselves,
  • Hiring a mercenary banker who previously argued against your corporate structure and then argued for it when paid by you,
  • Buying back stock at an inflated price when you knew that an earnings miss was coming,
  • Permitting your management team to threaten shareholders that they would all quit if we got on the Board, which is a violation of Canadian securities law regarding selective disclosure,
  • Attacking me personally as "lucky", a "pain in the ass" and "a New York hedge fund billionaire", whatever that was meant to imply,
  • Changing your proxy materials to falsely claim distribution experience on the board for members who never claimed it before,
  • Surreptitiously moving up the voting date by a month and then, when you didn't like the result, lobbying shareholders to change their votes after Friday's voting deadline passed, and
  • Bribing brokers and financial advisers for favorable votes.

In an era of improved corporate governance, this is the worst example of entrenched, power-hungry at any cost behavior I have ever witnessed.

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