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JANA PARTNERS REJECTS AGRIUM'S SETTLEMENT OFFER, CALLS NEW DIRECTORS "STATUS QUO"
Source: JANA Partners news release

JANA Partners LLC today released the following statement in response to the announcement by Agrium Inc. ("Agrium") (TSX / NYSE: AGU) that it will appoint new directors to its board:

For over six years Agrium rejected the need for industry experience on the board and its CEO was quoted just days ago saying that there were "no shortcomings" related to its Retail business on the board and that industry experience was not a prerequisite for board service.

Then in response to growing shareholder pressure, Agrium acknowledged the need for such experience and said it would look for such directors, but also set forth a litmus test that such directors would not question management's prior performance or strategy, or in other words would agree to abdicate a director's primary function.

Today, Agrium has completed that narrow search and announced two new directors who apparently meet management's criteria for board service by embracing an unquestioned status quo, despite the clear opportunities for value creation that shareholders have rallied around.

In short, Agrium continues to want to have it both ways, to keep acknowledging the points we have raised - first capital allocation and disclosure and now the need for relevant experience on the board - without having to embrace actual change.

Agrium also continues to refuse to acknowledge the need for independent voices on its board who will proactively seek out such shareholder-friendly improvements rather than waiting until they are forced to do so by shareholders, and who will work constructively with, not for, management.

We are highly confident that shareholders will see through Agrium's latest hollow attempt to fight off real value-maximizing change.

JANA also commented upon false allegations made by Agrium in its release with respect to recent discussions between JANA and Agrium. In recent days, Agrium approached JANA seeking a settlement and indicated that the company had identified new director candidates who would address the Agrium board's deficiencies in experience and that Agrium would commit to addressing the performance issues raised by JANA.

In reliance on these representations, JANA engaged in good faith discussions with Agrium regarding a mutually agreeable resolution. However, Agrium then refused to commit itself to addressing any of the performance issues identified by JANA, and also revealed the names of new directors who JANA believes are insufficient to address the Agrium board's deficiencies. As a result, JANA informed Agrium that the initial proposed resolution was unsatisfactory, and discussions terminated.


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