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JANA Partners Notifies Shareholders Of Agrium Vote Buying Strategy

T.AGU
JANA Partners Notifies Shareholders Of Agrium Vote Buying Strategy

While Publicly Claiming Broad Support, Agrium Quietly Paying C$0.25 Per Vote

Further Information Available at www.JANAAguAnalysis.com

NEW YORK, April 1, 2013 /CNW/ - JANA Partners LLC today notified shareholders that Agrium Inc. ("Agrium") (TSX / NYSE: AGU) is using shareholder money to pay brokers and investment advisers to cause their clients to vote for Agrium's board nominees at the upcoming Annual General Meeting. Based on the support it has already received, JANA remains confident that change is coming to Agrium's board, which helps to explain Agrium's pursuit of this tactic. The private memorandum from Agrium to brokers and investment advisers setting forth the financial terms of this vote-buying strategy provides as follows:

"Agrium will pay members of the Soliciting Dealers Group who facilitate the voting of shares by retail beneficial owners of shares resident in Canada, a fee of C$0.25 per share for each share voted in favour of the Agrium Nominees, provided that the fee in respect of any single beneficial owner of shares shall not be less than C$100 (provided such beneficial owner holds a minimum of 30 shares) or more than C$1,500. No solicitation fees will be payable if the slate of Agrium Nominees are not elected in full to the Board …"

Not only does this strategy belie Agrium's claims of broad shareholder support, but JANA believes that the use of such agreements by a sitting board in a contested election is entirely inappropriate and an affront to basic notions of good governance. While broker compensation arrangements are sometimes employed in Canada in solicitations for shareholder approval of mergers or other transactions that have been approved by a board which is not conflicted, it is entirely another matter for a self-interested board of directors to employ the tactic to influence the outcome of its own election.

Making matters worse, it appears that while Agrium began preparing to employ this strategy at least two weeks ago, shareholders are being kept in the dark about the obvious conflicts that participating brokers and investment advisers face given that they are being paid to solicit votes for Agrium rather than acting solely in their clients' best interests. Unlike proxy solicitors, who publicly identify themselves as soliciting for the incumbent or shareholder nominees, brokers and investment advisers are presumed by clients to be acting in their best interest in making vote recommendations, rather than being motivated by receiving a fee.

"The disdain for the voice of shareholders and willingness to squander millions of dollars of shareholder capital for board self-preservation that this demonstrates is stunning," said JANA Managing Partner Barry Rosenstein. "Equally stunning is Agrium's hypocrisy, given their claims of supposed broad shareholder support. We think Agrium's board should speak up and tell shareholders why spending their capital to try to buy an election is good governance or in the long-term best interests of shareholders."

JANA urged all Agrium shareholders who receive voting advice from, or have given voting authority to, their broker or investment adviser to contact them immediately and ask if they are being financially compensated by Agrium for their votes. JANA also called upon brokers and financial advisers who have entered into such arrangements to immediately terminate such arrangements and to inform any client who has already voted or had their shares voted for them that Agrium has agreed to compensate such broker or financial adviser for securing their vote.

More information, including full biographies of JANA's independent nominees, can be found at www.JanaAGUAnalysis.com.

VOTE THE BLUE PROXY OR VIF "FOR" UNLOCKING AGRIUM'S SUBSTANTIAL VALUE CREATION POTENTIAL

Even if you have previously submitted a white proxy or given voting instructions in support of the incumbent management nominees, you may still change your vote and support JANA's recommendations by completing and submitting a BLUE form of proxy or giving voting instructions in accordance with the BLUE voting instruction form.

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

JANA Partners LLC at (212) 455 0900


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