Form of Nominee Agreement JANA Partners LLCNominee Agreement • November 19th, 2012 • Jana Partners LLC • Agricultural chemicals
You agree that you are willing, should we so elect, to become a member of a slate of nominees (the "Slate") of JANA Master Fund, Ltd., a Cayman Islands exempted company (the "Nominating Party"), to stand for election as a director of Agrium Inc. (the "Company") in connection with a proxy solicitation (the "Proxy Solicitation") to be conducted by the Nominating Party and certain other parties in respect of the 2013 annual meeting of shareholders of the Company expected to be held in May 2013 (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the "Annual Meeting") or appointment or election by other means, and to serve as a director of the Company if so elected or appointed. You further agree to perform such other services as reasonably requested by the Nominating Party or its affiliates in furtherance of its effort to maximize shareholder value at the Company, including, without limitation, (i) providing true and complete information concerni
Joint Filing Agreement, dated November 19, 2012 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • November 19th, 2012 • Jana Partners LLC • Agricultural chemicals
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.
