##### Table of Contents

Exhibit 99.1



AGRIUM INC.

ANNUAL INFORMATION FORM

Year Ended December 31, 2014

February 24, 2015









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##### Table of Contents

TABLE OF CONTENTS

Following is a table of contents of the Annual Information Form (AIF) referencing the applicable requirements of Form 51-102F2 of the
Canadian Securities Administrators. Certain portions of this AIF are disclosed in Agrium Inc.s Managements Discussion & Analysis (MD&A) and Consolidated Financial Statements for the year ended December 31,
2014 (2014 Financial Statements) and are incorporated herein by reference as noted below and are available on the Canadian Securities Administrators SEDAR website at www.sedar.com and on the EDGAR section of the United
States Securities and Exchange Commissions website at www.sec.gov.



|                                                                                    |                       |                |                                              |           |                                                            |        
|----------------------------------------------------------------------------------- | --------------------- | -------------- | -------------------------------------------- | --------- | ---------------------------------------------------------- | -------
|                                                                                    |                       | Page Reference
|                                                                                    | AnnualInformationForm |                | Incorporated by
Reference from the
2014 MD&A |           | Incorporated by
Reference fromthe 2014
FinancialStatements
|Item 1 Table of Contents                                                            |                       | 2-3            |                                              |           |                                                            |        
|Item 2 Advisories                                                                   |                       | 4-5            |                                              |           |                                                            |        
|2.1    Forward-Looking Information                                                  |                       | 4              |                                              |           |                                                            |        
|2.2    Basis of Presentation                                                        |                       | 4              |                                              |           |                                                            |        
|2.3    Additional IFRS and Non-IFRS Financial Measures                              |                       | 5              |                                              | 76-79     |                                                            |        
|Item 3 Corporate Structure                                                          |                       | 5-6            |                                              |           |                                                            |        
|3.1    Name, Address and Incorporation                                              |                       | 5              |                                              |           |                                                            |        
|3.2    Intercorporate Relationships                                                 |                       | 5              |                                              |           |                                                            |        
|Item 4 General Development of the Business                                          |                       | 6-9            |                                              |           |                                                            |        
|4.1    Three Year History                                                           |                       | 6              |                                              |           |                                                            |        
|Item 5 Description of the Business                                                  |                       | 9-47           |                                              |           |                                                            |        
|5.1    Business of Agrium                                                           |                       | 9              |                                              |           |                                                            |        
|a.    Summary                                                                       |                       | 10             |                                              |           |                                                            |        
|i.      Products, Services and Markets                                              |                       | 10             |                                              | 18-43     |                                                            |        
|ii.     Transportation, Storage
and
Distribution                                    |                       | 11             |                                              |           |                                                            |        
|iii.    Selected Financial Information                                              |                       | 12             |                                              |           |                                                            | Note 25
|b.    Production Methods                                                            |                       | 13             |                                              |           |                                                            |        
|c.    Specialized Skill and Knowledge                                               |                       | 14             |                                              |           |                                                            |        
|d.    Competitive Position                                                          |                       | 14             |                                              |           |                                                            |        
|e.    Sources of Raw Materials                                                      |                       | 15             |                                              | 35-42     |                                                            |        
|f.    Intangible Properties                                                         |                       | 15             |                                              |           |                                                            |        
|g.    Seasonality                                                                   |                       | 19             |                                              | 28, 42-43 |                                                            |        
|h.    Environmental Protection    Requirements                                      |                       | 19             |                                              |           |                                                            | Note 18
|i.    Environmental Practices and Policies                                          |                       | 23             |                                              |           |                                                            |        
|j.    Employees                                                                     |                       | 24             |                                              |           |                                                            |        
|5.2    Risk Factors                                                                 |                       | 25             |                                              |           |                                                            |        
|5.3    Mineral Projects                                                             |                       | 36             |                                              |           |                                                            |        
|a.  Vanscoy Potash Operations                                                       |                       | 36             |                                              |           |                                                            |        
|i.    Project Description and Location                                              |                       | 36             |                                              |           |                                                            |        
|ii.   Accessibility, Climate, Local   Resources, Infrastructure and  
 Physiography |                       | 37             |                                              |           |                                                            |        
|iii.  History                                                                       |                       | 37             |                                              |           |                                                            |        
|iv.  Geological Setting                                                             |                       | 38             |                                              |           |                                                            |        
|v.   Exploration                                                                    |                       | 39             |                                              |           |                                                            |        



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|                                                                                                    |                       |                |                                              |  |                                                            | 
|--------------------------------------------------------------------------------------------------- | --------------------- | -------------- | -------------------------------------------- |  | ---------------------------------------------------------- | 
|                                                                                                    |                       | Page Reference
|                                                                                                    | AnnualInformationForm |                | Incorporated by
Reference from the
2014 MD&A |  | Incorporated by
Reference fromthe 2014
FinancialStatements
|vi.   Mineralization                                                                                |                       | 39             |                                              |  |                                                            | 
|vii.  Drilling                                                                                      |                       | 39             |                                              |  |                                                            | 
|viii. Sampling and Analysis                                                                         |                       | 41             |                                              |  |                                                            | 
|ix.   Mineral Resource and Mineral    Reserve
Estimates                                             |                       | 42             |                                              |  |                                                            | 
|x.    Mining Operations                                                                             |                       | 42             |                                              |  |                                                            | 
|xi.   Exploration and Development                                                                   |                       | 44             |                                              |  |                                                            | 
|b.  Phosphate Operations                                                                            |                       | 46             |                                              |  |                                                            | 
|Item 6 Dividends                                                                                    |                       | 47             |                                              |  |                                                            | 
|Item 7 Description of Capital Structure                                                             |                       | 48-51          |                                              |  |                                                            | 
|7.1 General Description of Capital Structure                                                        |                       | 48             |                                              |  |                                                            | 
|7.2 Constraints                                                                                     |                       | 49             |                                              |  |                                                            | 
|7.3 Debt Ratings                                                                                    |                       | 49             |                                              |  |                                                            | 
|Item 8 Market for Securities                                                                        |                       | 51-52          |                                              |  |                                                            | 
|8.1 Trading Price and Volume                                                                        |                       | 51             |                                              |  |                                                            | 
|8.2 Prior Sales                                                                                     |                       | 52             |                                              |  |                                                            | 
|Item 9  Escrowed Securities and Securities Subject to       
   Contractual Restriction on Transfer |                       | 52             |                                              |  |                                                            | 
|Item 10 Directors and Officers                                                                      |                       | 52-55          |                                              |  |                                                            | 
|10.1 Name, Occupation and Security Holding                                                          |                       | 52             |                                              |  |                                                            | 
|10.2 Cease Trade Orders, Bankruptcies,     Penalties or
Sanctions                                   |                       | 54             |                                              |  |                                                            | 
|10.3 Conflicts of Interest                                                                          |                       | 55             |                                              |  |                                                            | 
|Item 11 Promoters                                                                                   |                       | 55             |                                              |  |                                                            | 
|Item 12 Legal Proceedings and Regulatory Actions                                                    |                       | 55-56          |                                              |  |                                                            | 
|Item 13 Interest of Management and Others in         
 Material Transactions                        |                       | 56             |                                              |  |                                                            | 
|Item 14 Transfer Agent, Registrar and Trustees                                                      |                       | 56             |                                              |  |                                                            | 
|Item 15 Material Contracts                                                                          |                       | 56             |                                              |  |                                                            | 
|Item 16 Interests of Experts                                                                        |                       | 56-57          |                                              |  |                                                            | 
|16.1 Names of Experts                                                                               |                       | 56             |                                              |  |                                                            | 
|16.2 Interests of Experts                                                                           |                       | 57             |                                              |  |                                                            | 
|Item 17 Audit Committee                                                                             |                       | 57-61          |                                              |  |                                                            | 
|17.1 Audit Committee Charter                                                                        |                       | 57             |                                              |  |                                                            | 
|17.2 Composition of the Audit Committee                                                             |                       | 57             |                                              |  |                                                            | 
|17.3 Relevant Education and Experience of     Members of the Audit
Committee                        |                       | 58             |                                              |  |                                                            | 
|17.4 Pre-Approval Policies and Procedures                                                           |                       | 60             |                                              |  |                                                            | 
|17.5 External Auditor Service Fees (by     category)                                                |                       | 61             |                                              |  |                                                            | 
|Item 18 Additional Information                                                                      |                       | 61             |                                              |  |                                                            | 
|Schedule 17.1 Audit Committee Charter                                                               |                       | 62-69          |                                              |  |                                                            | 



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ITEM 2  ADVISORIES

2.1   FORWARD-LOOKING INFORMATION

Certain statements and other information included or incorporated by reference in this AIF constitute forward-looking information or financial outlook within the meaning of
applicable Canadian securities legislation or forward-looking statements within the meaning of applicable U.S. securities legislation (collectively herein referred to as forward-looking statements), including the safe
harbour provisions of provincial securities legislation and the U.S. Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and Section 27A of the U.S. Securities Act of
1933, as amended. Forward-looking statements are typically identified by the words believe, expect, anticipate, project, intend, estimate, outlook,
focus, potential, will, should, would, could and other similar expressions.

Forward-looking statements in this document are intended to provide Agrium shareholders and potential investors with information regarding Agrium and its subsidiaries, including managements
assessment of future financial and operational plans and outlook, and may not be appropriate for other purposes. These forward-looking statements include, but are not limited to: the anticipated expansion and growth of our business and operations;
estimates, forecasts and statements as to managements expectations with respect to our expansion projects, including, among others, our Vanscoy Project (as defined herein), our Borger brownfield expansion project, the costs of such projects,
the impact of such projects on Agriums operations and production and Agriums expectations with respect to the sale and marketing of the additional product resulting therefrom; VPO (as defined herein) mineral resource and reserve
estimates; production rates at VPO including that we will produce approximately 2.1 million tonnes of potash in 2015; our expectation that as our Retail business expands its potash supply requirements will also increase; our expectation that
Canpotex (as defined herein) will grow as its ownership group expands its production capacities and volumes available for export outside of the North American market; VPO mine life estimates; economic analysis of the Vanscoy Project; our present
intention to pay regular dividends on our common shares; and our expectation that current legal and administrative proceedings in aggregate will not have a material effect on our consolidated financial position or results of operations.

These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends,
current conditions and expected future developments as well as other factors we believe are appropriate in the circumstances. Readers are cautioned not to place undue reliance on the forward-looking statements which involve known and unknown
material risks and uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Refer to the
discussion under the heading Key Assumptions and Risks in Respect of Forward-Looking Statements in the MD&A, which is incorporated by reference in this AIF, with respect to the material assumptions and risks associated with the
forward-looking statements.

By their nature, forward-looking statements are subject to various risks and uncertainties, including those
material risks discussed in this AIF under Risk Factors and set forth under the headings Financial Instruments  Risk Management and Material Business Risks in our MD&A which are incorporated by reference
herein, which could cause Agriums actual results and experience to differ materially from the anticipated results or expectations expressed. Additional information on these and other risk factors are detailed from time to time in the reports
filed by Agrium with Canadian securities regulators and with the United States Securities and Exchange Commission (SEC).

All of
the forward-looking statements contained or incorporated by reference in this AIF are qualified by the cautionary statements contained or incorporated by reference herein and by stated or inherent assumptions and apply only as of the date of this
AIF. Except as required by law, Agrium disclaims any intention or obligation to update or revise any forward-looking statements as a result of new information or future events.

2.2   BASIS OF PRESENTATION

2014, 2013 and
2012 financial information presented and discussed in this AIF is prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.



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Unless otherwise specifically provided herein, the information contained in this AIF is presented as at December 31, 2014. 2012 financial results have been restated as a result of adopting
IFRS 11 Joint Arrangements whereby the classification and accounting of our investment in Profertil S.A. (Profertil) and other joint arrangements previously accounted for using the proportionate consolidation method are accounted
for using the equity method. 2013 financial results have been restated to reflect the discontinued operations of certain former Agrium Advanced Technologies (AAT) businesses as well as the change in segmentation of ESN®, or Environmentally Smart Nitrogen® (ESN®, hereinafter referred
to as ESN) from our former AAT business unit to our Wholesale business unit (Wholesale).

2.3   ADDITIONAL IFRS AND NON-IFRS FINANCIAL MEASURES

The financial measures earnings (loss) from continuing operations
before finance costs and income taxes (EBIT), earnings (loss) from continuing operations before finance costs, income taxes, depreciation and amortization (EBITDA) and EBITDA before finance costs, income taxes, depreciation
and amortization of joint ventures (Adjusted EBITDA) in this AIF are not prescribed by IFRS, or in the case of EBIT, is an additional IFRS financial measure.

EBITDA and Adjusted EBITDA are not recognized measures under IFRS and our method of calculation may not be comparable to other companies. Similarly, EBITDA and Adjusted EBITDA should not be used as an
alternative to EBIT. For more information and a reconciliation of EBITDA and Adjusted EBITDA to EBIT, please refer to page 76 of Agriums MD&A under the heading Additional IFRS and Non-IFRS Financial Measures.

ITEM 3  CORPORATE STRUCTURE

In this AIF, unless otherwise specified, Agrium, the Company, we, our, us and similar expressions refer collectively to Agrium Inc. and its
subsidiaries, any partnerships involving Agrium Inc. or any of its subsidiaries, and our significant equity investments and joint ventures. References to dollars, $, and U.S. $ are to United States dollars
and references to CDN $ are to Canadian dollars.

3.1   NAME, ADDRESS AND
INCORPORATION

Agrium Inc. was incorporated by Articles of Incorporation under the Canada Business Corporations Act on
December 21, 1992. The Companys head office, principal place of business, and registered office are located at 13131 Lake Fraser Drive S.E., Calgary, Alberta, T2J 7E8.

3.2   INTERCORPORATE RELATIONSHIPS



|                                       |  |                                               |  |           |     |  
|-------------------------------------- |  | --------------------------------------------- |  | --------- | --- | -
|Principal Subsidiaries(a)              |  | Jurisdiction of Incorporation or Organization |  | Ownership |    
|AGRIUM, a general partnership          |  | Alberta                                       |  |           | 100 | %
|Agrium U.S. Inc.                       |  | Colorado                                      |  |           | 100 | %
|Crop Production Services, Inc.         |  | Delaware                                      |  |           | 100 | %
|Crop Production Services (Canada) Inc. |  | Canada                                        |  |           | 100 | %
|Landmark Operations Ltd.               |  | Western Australia                             |  |           | 100 | %



|(a) | Represents subsidiaries where total assets and/or sales exceed 10 percent of the consolidated total assets and/or sales as at and for the year ended December 31,
2014. In aggregate, the remaining subsidiaries accounted for less than 20 percent of the consolidated total assets and/or sales.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In 2014, Agrium conducted business activities through two business units:



| |  | Retail business unit (Retail), with sales of $13.0-billion in 2014, operates in North and South America and Australia, providing crop
inputs and services directly to farmers.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Wholesale, with sales of $4.0-billion in 2014, operates in North and South America and Europe, and produces, markets and distributes all major crop
nutrients for agricultural and industrial customers both domestically and around the world.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Other is a non-operating segment comprised of corporate and administrative functions that
provides support and governance to our operating business units. Other is also used to eliminate inter-business unit transactions so that each operating business unit can be evaluated independently. The eliminations relate to purchase and sale
transactions between our Retail and Wholesale business units.

ITEM 4  GENERAL
DEVELOPMENT OF THE BUSINESS

4.1   THREE YEAR HISTORY

2012

Viterra
Acquisition

On March 19, 2012, we signed an agreement with Glencore International plc (Glencore) to
acquire certain Agri-products assets of Viterra Inc. (Viterra) (as amended, the Support and Purchase Agreement) (see   2013  Viterra Acquisition below). The Agri-products assets consisted of two groups
of assets: (i) Viterras 34 percent interest in a nitrogen facility located at Medicine Hat, Canada; and (ii) approximately 210 Canadian farm centers and Australian distribution assets.

On August 2, 2012, Agrium and Glencore announced that CF Industries Holdings Inc. (CF), holder of a 66 percent interest
in the Medicine Hat facility, would acquire Viterras 34 percent interest in the Medicine Hat facility from Glencore for CDN $915-million, subject to certain adjustments. This transaction closed on April 30, 2013 (see   2013
 Viterra Acquisition below).

As partial funding for Glencores acquisition of Viterra, we advanced the CDN
$1.775-billion (U.S.$1.801-billion) purchase price to Glencore on December 12, 2012. The advance was guaranteed by Glencore, secured by shares of Viterra, and did not bear interest. The advance was repayable by: i) the transfer of the
Agri-products assets to us or to third parties designated by us, in amounts allocated to the assets under our agreement with Glencore; and ii) cash payments for an amount equal to the after-tax operating cash flows from these Agri-products assets
from March 31, 2012, until the applicable closing dates, working capital and other adjustments.

Glencore completed its
acquisition of Viterra on December 17, 2012.

Other Acquisitions & Investments

In 2012, we completed a significant number of Retail acquisitions, primarily in the United States. In total we acquired 59 Retail
locations, with 44 in North America, 14 in Australia and one in South America. The largest of these consisted of the acquisition of 27 locations through the acquisitions of West Texas Agri-Plex in Texas, Superior Deshler in Nebraska and Kansas, and
Ritter Crop Services in Northeast Arkansas.

We also expanded our footprint in South America in 2012 through the acquisition of
Utilfértil Indústria E Comércio De Fertilizantes Ltda. in Southern Brazil. The establishment of this foothold position in Brazil built upon our existing Retail presence in Argentina, Chile and Uruguay.

Total consideration for Retail 2012 acquisitions was $213-million.

Incremental Expansion

In 2012, we reached a significant project milestone with respect to our brownfield expansion project (the Vanscoy Project) of Agriums potash mine located in Vanscoy, Saskatchewan by
completing a planned eight week turnaround at the facility, the first of two that were necessary to facilitate bringing online the expansion.

The Egyptian-based expansion project to add two new trains to the existing single train at the Egyptian nitrogen facility (the Egyptian Project) was over 90 percent complete before civil
unrest resulted in a suspension of the expansion project and the facility in November 2011. The Egyptian Misr Fertilizers Production Company S.A.E. (MOPCO) was able to bring its existing nitrogen facility production back on line in the
third quarter of 2012.



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Profertil, a joint venture that owns a nitrogen facility in Bahia Blanca, Argentina in which
Agrium owns a 50 percent interest, finished construction of a terminal on the Parana River, near the city of Rosario, Argentina. This terminal includes a dedicated berth and two 100,000 tonne dry storage buildings in a key agricultural region of
Argentina. In 2012, we commenced a brownfield expansion and energy efficiency project at our Profertil facility (the Profertil Project) to increase the facilitys annual production capacity.

In the third quarter of 2012, we completed a second ESN line at the New Madrid, Missouri coating facility, and added an incremental
150,000 short tons (136,000 metric tonnes) of annual capacity to the New Madrid facility.

In 2012, we also moved forward with
evaluations of potential nitrogen expansion opportunities in North America. We identified two potential brownfield opportunities at our Redwater, Alberta and Borger, Texas production facilities, and commenced an early-stage evaluation of a
greenfield expansion project within the U.S. Corn Belt.

Securities Issuances

In April 2012, we filed a base shelf prospectus in Canada and the United States permitting the issuance of up to $2.5-billion of common
shares, preferred shares, subscription receipts, debt securities or units until May 2014 (the 2012 Base Shelf Prospectus). The 2012 Base Shelf Prospectus was renewed following its expiry in May 2014. See  2014 
Securities Issuances.

On October 1, 2012, we issued $500-million of 3.15 percent debentures due October 2022
pursuant to a prospectus supplement under the 2012 Base Shelf Prospectus.

Substantial Issuer Bid

On October 25, 2012, Agrium took up and paid for 8.74 million of its common shares at a price of CDN $103.00 per share pursuant
to the Companys substantial issuer bid to repurchase up to CDN $900-million of its shares. The shares taken up and paid for were subsequently cancelled.

2013

Viterra Acquisition

On April 30, 2013, Glencore completed the sale of Viterras 34 percent interest in the Medicine Hat facility to CF.

On September 5, 2013, we entered into a Consent Agreement with the Canadian Competition Bureau and thereby cleared the Canadian
competition review process in order to proceed with the acquisition of Viterras Canadian retail assets (herein referred to as the Viterra acquisition). On October 1, 2013, we completed the Viterra acquisition from Glencore.
Under the Consent Agreement, we acquired approximately 210 farm centers across Western Canada and Australian distribution assets. The Retail Agri-products assets ultimately transferred to Agrium consisted of net current assets (working capital)
and non-current assets (intangible assets and property, plant and equipment).

The cash purchase price at December 31,
2013 for the net assets acquired was $485-million. We engaged independent valuation experts to assist us in determining the fair value of the assets acquired and liabilities assumed. During March 2014, we finalized our purchase price allocation
without change to the fair value disclosed in our consolidated financial statements as at December 31, 2013.

Other
Acquisitions & Investments

In 2013, excluding the Viterra acquisition, we acquired 20 Retail locations through 14
completed transactions. Total consideration for the 2013 acquisitions, excluding the Viterra acquisition, was approximately $60-million.

Incremental Expansion

We continued work on the Vanscoy Project in 2013.
Tie-in of this project to the existing infrastructure was completed in 2014.



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The Egyptian Project remained shut down throughout 2013 due to civil unrest; however, we
continued negotiations with the Egyptian government in respect of the resumption of the expansion project and work recommenced on the Egyptian Project in 2014.

The Profertil Project continued to proceed as anticipated. The construction for this project was completed in 2014.

During the fourth quarter of 2013, Neptune Bulk Terminals (Canada) Ltd. completed construction of Agriums import terminal on the West Coast of Canada. This terminal facilitates the handling and
delivery of imported phosphate rock from Morocco for production at our facility in Redwater, Alberta. The previous supply of phosphate rock from our mine at Kapuskasing, Ontario ceased in the second quarter of 2013 and the mine was closed due to
depletion of its economic resources.

Engineering and evaluation continued on the Borger, Texas brownfield expansion project.

Agriums nitrogen greenfield project assessment, slated for the Midwest Cornbelt of the U.S., continued in 2013 but due
to the risk of cost escalation, the focus shifted to finding a potential partner and long-term gas contract for the project. We are also evaluating a potential restart of our Kenai, Alaska nitrogen facility which would be dependent on the
availability and cost of natural gas.

Securities Issuances

On May 31, 2013, we issued $500-million of 3.5 percent debentures due June 1, 2023 and $500-million of 4.9 percent debentures
due June 1, 2043 pursuant to a prospectus supplement under the 2012 Base Shelf Prospectus.

On November 22, 2013, we
launched a commercial paper program (the Commercial Paper Program) pursuant to which we were able to issue up to $1-billion promissory notes or commercial paper maturing not more than one year from the date of issue in the United States.

Normal Course Issuer Bid

During 2013, we purchased 5,770,182 shares for total consideration of $498-million pursuant to a Normal Course Issuer Bid (which expired on May 20, 2014). The shares taken up and paid for were
subsequently cancelled.

Reorganization

In December 2013, Agriums Board of Directors approved the transition of the agricultural business of our former AAT business unit, consisting of ESN, to our Wholesale business unit.

2014

Leadership

Effective January 1, 2014, Chuck Magro succeeded Mike Wilson as our Chief Executive Officer. Prior thereto,
Mr. Magro held the position of Chief Operating Officer of Agrium. Chuck Magro also joined Agriums Board of Directors effective October 3, 2013.

Acquisitions & Investments

In 2014, we acquired 32 Retail
locations through 22 completed transactions. Of these, 29 locations are in North America and 3 are in Australia. The largest of these was the acquisition of Golden Furrow Fertilizer with 14 locations in Southeast Iowa and Missouri. Total
consideration for the 2014 acquisitions was approximately $180-million. Retail also had 4 equity investments or additional equity investments in 2014.

Incremental Expansion

In the third quarter of 2014, production at our
potash facility was shut down due to the tie-in of our Vanscoy Project to the existing infrastructure which was completed in December 2014, at which time



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potash production recommenced. The Vanscoy Project is expected to increase our annual potash production capacity by one million tonnes and reduce our overall potash cash cost of production by
approximately $20 per tonne when total incremental production is fully operational by 2017. We expect to produce approximately 2.1 million tonnes of potash in 2015. See Item 5  Description of the Business  5.3 Mineral Projects
 a) Vanscoy Potash Operations.

In Egypt, work recommenced on the Egyptian Project and is currently on track for
the completion of two new production trains by mid-2015. Agrium holds a 26 percent share in the facility, which is located in Damietta. The facility has been operating one production train, with annual capacity of 650,000 tonnes, and will add
1.3 million tonnes of annual production capacity with the two additional trains. Agrium has the marketing rights to this production and will utilize its expansive global distribution network, particularly in Europe to market the additional
tonnes of product manufactured at the facility, with the majority of sales expected to be made in Europe.

In 2014,
construction was also completed on the Profertil Project which will increase Agriums share of annual production by approximately 70,000 tonnes, with no additional gas required. The tie-in of the new capacity will take place in the first
quarter of 2015. The Profertil nitrogen facility now has a total annual capacity of 1.4 million tonnes of urea and 70,000 tonnes of merchant ammonia. The Profertil Project focused on improving efficiency and debottlenecking the facility, and
achieved the increased production through higher gas utilization and conversion.

In 2014, the Borger brownfield nitrogen
expansion project commenced, and significant progress was made during the year with the expansion expected to be complete by the end of 2015. The additional 610,000 tonnes of annual urea production from the expansion is scheduled to come on line in
late 2015. The Borger expansion project will leverage Agriums distribution network in the region and be a competitive and low-cost producer of nitrogen, enhancing the long-term viability of the facility.

Securities Issuances

In April 2014, we filed a Base Shelf Prospectus in Canada and the United States permitting the issuance of up to $2.5-billion of common shares, preferred shares, subscription receipts, debt and other
securities over the 25 month period until May 2016 (the 2014 Base Shelf Prospectus).

On May 15, 2014, we
increased the aggregate principal amount of securities issuable by Agrium Inc. and/or Agrium U.S. Inc., as applicable under the Commercial Paper Program from $1-billion to $2.5-billion.

On November 18, 2014, we issued $500-million of 5.25 percent debentures due January 15, 2045 pursuant to a prospectus supplement
under the 2014 Base Shelf Prospectus.

Disposals

In July 2014, we completed the sale of the Turf and Ornamental business of the former AAT business unit for $94-million. Also in 2014, the
decision was made to sell portions of Wholesales purchase for resale business in order to optimize working capital levels and to maintain focus on core product lines.

ITEM 5 
 DESCRIPTION OF THE BUSINESS

5.1   BUSINESS OF AGRIUM

Agrium is a retailer of agricultural products and services in the United States, Canada, Australia, Argentina, Brazil, Chile and Uruguay and a
multi-national producer and wholesale marketer of nutrients for agricultural and industrial markets. Agriums strategy is to invest and operate across the agricultural inputs value chain (fertilizer, crop protection and seed), through
production, distribution and retail sales. This integrated strategy allows us to generate both strategic and operational synergies. For the fiscal year ended December 31, 2014, Agrium reported its business through two business units and a
non-operating segment for Corporate and inter-business unit eliminations. The two business units are Retail and Wholesale.



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|a) | SUMMARY
|-- | -------

i) Products, Services and Markets

For additional information regarding the products, services and markets of
Agriums business, see the discussion under the headings Retail on pages 18 to 28; and Wholesale on pages 29 to 43 of Agriums 2014 MD&A, which is incorporated herein by reference.

Retail

Agriums Retail business unit markets crop nutrients, crop protection products, seed, merchandise, application and other agronomic
services through approximately 1,375 retail locations in the United States, Canada, Australia, Argentina, Brazil, Chile and Uruguay. North American Retail locations include approximately 870 branches, which are facilities supporting a specific
market area and customer base, and approximately 270 satellites, which are used to position equipment and product to specific markets and customers in support of a branch. Our branches are also differentiated between high and low service customers.
The Retail business units market is primarily retail sales directly to farm customers, but also includes wholesale sales of crop protection products to other retail operations.

Crop nutrients sales accounted for approximately 40 percent of Retails total sales in 2014. Crop nutrients are generally mixed
in a custom blend to suit the particular nutrient requirements for each growers field based on soil fertility tests or plant tissue sampling. Agrium offers custom crop nutrient application services and employs a large fleet of application and
nurse equipment to custom-apply these nutrients at the prescribed rates. Many of the Companys crop nutrient application rigs are also capable of precision application using global positioning system (GPS) technology, which allows
nutrient application rates to be adjusted when required based on GPS grid soil sample test results.

Crop protection sales were
approximately 36 percent of Retails total sales in 2014. Similar to crop nutrient application, Agrium employs a large fleet of crop protection application equipment. By its nature, Retails crop protection business operates within a
framework of government regulation and oversight. Agrium sells private label and proprietary crop protection products through Loveland Products, Inc. (LPI) in North and South America.

Seed sales accounted for approximately 11 percent of Retails total sales in 2014. Seed treatment is also a growing service that we
provide growers. This service involves applying chemical to seeds prior to planting to protect them from pests and disease. Due to the growth of crop yields and the associated increased demand for and price of genetically modified seed in North
America, Agriums Retail business unit has significantly grown its seed business with a sales growth rate of approximately 18 percent over last year; however, much of this growth is attributable to the addition of the Viterra seed business. Our
seed sales have been further supported by growth in our private label seed product line under the brand names Dyna-Gro and Proven. In addition to the Dyna-Gro and the Proven seed brands, Retail markets branded seed from large global seed companies
with proven genetics tailored to regional growing conditions.

Merchandise sales accounted for approximately 7 percent of
Retails total sales in 2014. In Australia, in addition to crop nutrient, crop protection and seed, Retail, through Landmark, also offers a wide variety of livestock-related merchandise, including fencing, animal identification merchandise and
various animal health products and services. Some of Landmarks subsidiaries are also involved in the export of cattle.

Services and other sales accounted for approximately 6 percent of Retails total sales in 2014. Agriums Retail business unit
offers agronomic services in addition to the custom application services and soil and petiole testing previously mentioned. The Company owns and operates a laboratory in California where soil and petiole tests are performed. In the Western United
States, the Company uses a system of weather tracking stations to monitor crop disease conditions and irrigation requirements in high-value crops. Retail has a large group of qualified crop advisors throughout the organization who monitor
customers crops to maximize yields with cost-efficient fertility and pest control recommendations. Retails Echelon precision agriculture offering includes services such as yield data mapping, record keeping, soil fertility management,
variable rate fertility and variable rate seeding recommendations. In Australia, Retail offers various other services including wool sales and marketing, livestock auction services, insurance and real estate agency.



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Wholesale

Agriums Wholesale business unit manufactures, mines and markets a full range of nutrients including nitrogen-based, potash and phosphate-based crop nutrient products.

Wholesale owns and operates five major North American nitrogen facilities, four located in Alberta, Canada and one in Borger, Texas,
United States. The majority of the nitrogen produced in Alberta is sold in Western Canada and the Northwestern and Northern Plains regions of the United States. Nitrogen products from Borger are sold in the Texas Panhandle area and ammonia is
sold by pipeline to the U.S. Corn Belt. Wholesale also has a 50 percent joint venture ownership in Profertil. Product from Profertil is sold within Argentina and to other South American destinations. The Company also owns and operates a number
of facilities that upgrade ammonia and urea to other products such as urea ammonium nitrate (UAN) solutions and nitric acid. These facilities have a combined annual nitrogen production capacity of approximately 5.5 million tonnes
(which includes our share of Profertils production). In addition, Agrium holds a 26 percent interest in a urea facility located in Egypt as discussed above under General Development of the Business  Three Year History 
2014  Incremental Expansion.

Wholesale owns and operates a potash mine and production facility at Vanscoy,
Saskatchewan, Canada. Current nameplate capacity of this plant is just over two million product tonnes, and is expected to increase to approximately three million product tonnes when the incremental production from the Vanscoy Project is fully
operational by 2017 as discussed above under General Development of the Business  Three Year History  2014  Incremental Expansion.

The Companys Redwater, Alberta facility produces sulfur and phosphate-based fertilizers. Our Redwater, Alberta facility previously obtained phosphate rock from our Kapuskasing, Ontario mine before
its closure in the second quarter of 2013 due to depletion of economic resources. The facility now sources rock from Morocco through a long term supply agreement with OCP S.A. (OCP). This agreement entails a minimum commitment to
purchase phosphate rock to 2018 with any potential subsequent volumes to be determined in 2016 that can extend to 2020. Purchase prices are based on a formula derived from the global price for finished phosphate products. A second phosphate-based
fertilizer production facility is located at Conda, Idaho, United States. Our Rasmussen Ridge rock mine in Caribou County, Idaho, United States supplies our Conda facility. Total annual capacity of these production facilities is approximately
1.2 million product tonnes. Products produced at these facilities are marketed within North America.

In addition to the
above production facilities, Wholesale operates several fertilizer granulation and blending plants in the United States.

The
transition of the controlled-release product ESN from the former AAT business unit to the Wholesale business unit occurred in 2014. ESN is produced in facilities located in the United States at New Madrid, Missouri, and in Canada at Carseland,
Alberta.

ii)     Transportation, Storage and Distribution

Wholesale has an extensive storage and distribution network serving Western Canada and the Pacific Northwest, California,
U.S. Corn Belt, Great Plains, and southeast regions of the United States. In addition, Wholesale has European distribution capability via its 100 percent interest in Agrium Europe S.A. (Agrium Europe). In total, our global distribution
and storage capacity amounts to over 2.5 million tonnes.

A significant portion of delivered costs of crop nutrient
products to certain customers is attributable to transportation. Agrium has entered into various rail, pipeline and other transportation agreements to provide reliable and competitive transportation services. Agrium Wholesale leases approximately
4,600 railcars including both tank and hopper cars to transport fertilizer products. This fleet is supplemented by railroad-supplied cars as needed to meet peak-season transportation requirements. Agrium owns atmospheric and pressurized anhydrous
ammonia storage, dry product and liquid product facilities at locations in Western Canada, and throughout the United States. Wholesale has a network of over 100 distribution warehouses. In Europe, Agrium Europe owns and leases over 325,000
tonnes of dry and liquid storage capacity at both port and inland sites. In addition, Profertil completed construction of a new terminal in 2012 on the Parana River, near the city of Rosario, Argentina. This terminal includes a



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dedicated berth and two 100,000 tonne dry storage buildings in a key agricultural region of Argentina. These locations, when combined with storage capability at the production facilities and
leased warehousing, provide a network of field and production site storage capacity sufficient to meet customer requirements.

Our North American Retail distribution assets include 57 terminals and 18 distribution centers to support distribution of crop nutrients,
crop protection products and seed. Terminals are major fertilizer storage facilities used to receive large quantities of fertilizer for redistribution to retail centers and to growers directly. Distribution centers are used to more effectively
distribute crop protection products and seed. These facilities are used to coordinate product supply to the retail centers and allow us to manage inventory levels across our distribution network.

Due to the bulk nature of our crop nutrient and seed products, delivery to end users through the supply chain can often take a significant
amount of time. Supply chain management utilizing our extensive storage and distribution network and transportation capabilities allows us to ensure that crop nutrient and seed product is available to customers at the necessary time as growers have
a short application and planting window, the precise timing of which is unpredictable due to both the seasonal nature of crop planting and the impact of weather.

iii)     Selected Financial Information

Retail

2013

In 2013, Retail was able to offset lower nutrient prices, the cold, wet weather experienced in North America in the spring and fall, and
comparably compressed application seasons to achieve record sales and gross profit, at the time, across all product lines. The Viterra acquisition completed October 1, 2013 also contributed to the record sales and gross profit. Grower demand,
stable industry conditions, and favorable commodity prices drove Retail to record sales and gross profit, at that time, of $11.9-billion and $2.6-billion, respectively. Retail also achieved EBIT of $748-million in 2013. Record sales and margins, at
that time, were earned in North America in spite of lower fertilizer volume in the base business and acquisition related expenses. Australia underperformed, driven by the livestock business suffering lower cattle, sheep, and wool prices while higher
holding period costs and delayed shipments on exports adversely affected the business. South American Retail overcame continued economic uncertainty and the third quarter drought in Argentina to improve results compared to 2012.

Retail results were impacted by a number of one-time adjustments that occurred in the fourth quarter of 2013. This included a $257-million
purchase gain related to the Viterra acquisition and $220-million of goodwill impairment recorded in the Australian Retail business as a result of reduced expectations for sales, gross margins and long-term growth in our Retail operations in
Australia.

2014

2014 was a record year for Retail, setting records for sales of $13-billion, gross profit of $2.9-billion, EBIT of $814-million and EBITDA of $1.1-billion. North America, with the addition of the Viterra
acquisition and other smaller acquisitions, overcame lower crop nutrient prices to achieve record sales and gross profit across all product lines. Excluding the one-time pick up of $257-million purchase gain related to the Viterra acquisition in
2013, record EBIT and EBITDA was also achieved in North America. Australia had its best year financially, assisted by improved livestock markets, an emphasis on cost reduction, and improved weather conditions compared to 2013. South America also
achieved better results, when compared to 2013, due to a functional currency change, improved weather conditions and a focus on expense reduction.



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Wholesale

2013

Sales from Wholesale operations were $4.6-billion and gross profit
was $1.1-billion in 2013. Wholesale EBIT was $1.0-billion and Adjusted EBITDA was $1.3-billion in 2013. Sales and earnings were impacted primarily as a result of lower global nutrient prices across all three major nutrients, particularly in the
second half of 2013. Nitrogen volumes were also impacted by extended outages at our Redwater and Carseland facilities, leading to increased operating costs and lower production. However, we experienced an increase in our potash volumes both
domestically and internationally, as 2012 was impacted by a planned eight-week turnaround at the Vanscoy facility. Phosphate margins were impacted by a combination of softening global phosphate prices, higher rock input costs as we switched to
imported rock after the closure of our Kapuskasing, Ontario mine and higher ammonia costs, due to higher natural gas prices. Purchase for resale business gross profit was negatively impacted due to lower average global nutrient prices.

2014

Sales from Wholesale operations were $4.0-billion in 2014 and gross profit was $665-million in 2014. Wholesale EBIT was $553-million in
2014 and Adjusted EBITDA was $821-million in 2014. The decline in sales and earnings was largely due to lower year-over-year potash and nitrogen prices and volumes. Gross profit was also impacted by higher per tonne costs for potash and nitrogen
partly due to higher associated per tonne costs due to planned and unplanned downtime at our potash and nitrogen facilities in 2014. Outages at our nitrogen facilities included planned outages at Fort Saskatchewan and at Redwater and an unplanned
outage at Carseland relating to a failure in the auxiliary boiler. These outages increased cost of product sold per tonne, as fixed facility costs were spread over lower production tonnes. The maintenance and upgrades associated with these outages
are expected to allow for significantly increased utilization rates in the future at these facilities. Potash volumes were impacted by an extended outage at the Vanscoy mine to tie-in the Vanscoy Project. Phosphate margins were relatively unchanged
from 2013 due to increased sales volumes and a lower cost of production, partly offset by lower realized sales prices in 2014. Ammonium sulfate margins decreased due to lower realized sales prices consistent with benchmark pricing. ESN margins
decreased due to lower selling prices in line with overall weaker nitrogen fertilizer markets, as well as lower sales volumes due to the Carseland downtime. As part of a review undertaken to streamline Agriums portfolio, a decision was made to
sell portions of the purchase for resale business in order to optimize working capital levels and to maintain focus on core product lines.

Sales classified by business unit and by operating segment for the Companys two most recently completed fiscal years are provided in note 25 to the 2014 Financial Statements, which are
incorporated herein by reference.



|b) | PRODUCTION METHODS
|-- | ------------------

Production methods
for Agriums manufactured products are set out below.

Nitrogen-based fertilizers

Ammonia:

Ammonia is produced by taking nitrogen
from the air and reacting it with a hydrogen source, usually natural gas reformed with steam, to produce ammonia.

Urea and UAN:

Ammonia is the feedstock for the production of upgraded nitrogen products, including urea and UAN. Urea is produced by
combining ammonia with carbon dioxide (CO2) and
forming liquid urea, which can be further processed into a solid, granular form. UAN is a liquid fertilizer and is produced by combining liquid urea, liquid ammonium nitrate and water.



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Potash

The Company produces potash using conventional mining methods from one kilometer deep ore bodies. The mined ore is a mixture of potash, salt and clay. Removing the clay and salt through a milling process
produces saleable potash.

Phosphate

The principal raw materials used in the production of phosphate fertilizers are phosphate ore, ammonia and sulfur (or sulfuric acid). The Company extracts phosphate ore using surface mining techniques
and, beginning in 2013, also commenced purchasing phosphate rock for use in our Redwater, Alberta facility under a long-term supply agreement. The ore is mixed with recycled water to form slurry and then screened to remove coarse materials, washed
to remove clay and floated to remove sand to produce phosphate rock. The phosphate rock is then reacted with sulfuric acid to produce phosphoric acid. The majority of the sulfuric acid used is produced from burning sulfur and reacting it with water.
The phosphoric acid is then reacted with ammonia to form a granular product or concentrated to form a liquid product.

Sulfate

Ammonium sulfate is produced by reacting ammonia and sulfuric acid and then granulated to form a solid granular product.

Fertilizer Technologies and Professional Products

We use a coating production method where various fertilizer substrates are encapsulated to provide a desired release profile.



|c) | SPECIALIZED SKILL AND KNOWLEDGE
|-- | -------------------------------

Our
specialized coating processes require extensive research and development and precise engineering to consistently produce high quality product. In order to maintain competitive advantage in the controlled-release market, we consistently innovate and
test products in the field, which also requires thorough agronomic research.



|d) | COMPETITIVE POSITION
|-- | --------------------

The market for
Agriums nutrients and crop production inputs is highly competitive. The Companys competitors include other large integrated fertilizer producers, cooperatives, divisions of agribusiness companies, regional distributors and independent
dealers.

Agrium Wholesale owns 16 production facilities in North and South America across the nitrogen, potash and phosphate spectrum; two
mines; and an extensive distribution and storage network throughout North America and internationally through Agrium Europe. Agrium Retail operates approximately 1,375 retail locations, 57 terminals, 8 plants and 18 distribution centers in North and
South America as well as Australia. Agrium is a major distributor of crop nutrients, crop protection products and seed in a highly competitive industry. The principal competitors in the distribution of crop production inputs include agricultural
co-operatives, national fertilizer producers and distributors, and independent distributors and brokers.

Nitrogen-based fertilizer is a global
commodity, and customers, including end-users, dealers and other fertilizer producers and distributors, base their purchasing decisions principally on the delivered price and availability of the product. The relative cost of, and availability of
transportation for, raw materials and finished products to manufacturing facilities are also important competitive factors. The Company competes with a number of producers in North America and other countries, including state-owned and
government-subsidized entities.

Competition in the phosphate and potash fertilizer markets is based largely on price, reliability and
deliverability. The relative cost and availability of phosphate and potash ore, and the efficiency of production facilities, are also important competitive factors. The global phosphate and potash markets are more concentrated on a production and
trade basis than for the global nitrogen market; however these markets remain highly competitive and prices are determined by global supply and demand factors.

Wholesale also produces and distributes our controlled-release nitrogen product, ESN, to agricultural markets.



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|e) | SOURCES OF RAW MATERIALS
|-- | ------------------------

A discussion of
the Companys sources of primary raw materials used in the manufacture of nitrogen-based fertilizers, potash and phosphate-based fertilizers is under the headings Nitrogen [N] Products, Potash [K] Products,
Phosphate [P] Products, and Ammonium Sulfate, ESN and Other Wholesale Products, on pages 35 to 37, 38 to 39, 40 to 41, and 41 to 42, respectively, of Agriums 2014 MD&A, which is incorporated herein by reference.



|f) | INTANGIBLE PROPERTIES
|-- | ---------------------

Agrium has
registered and pending trademarks in Canada, the United States and other countries where its products are sold. The following table summarizes its main trademarks:



|                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Trademark                                      |  | Countries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|A® DESIGN                                      |  | Argentina, Canada, United States                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|ACCOMPLISH®                                    |  | Argentina, Canada, United States                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|ACCOMPLISH                                    |  | Brazil, Chile, Uruguay                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|AGRIUM®                                        |  | Algeria, Argentina, Australia, Austria, Belize, Belarus, Bolivia, Boznia-Herzegovina,
Brazil, Bulgaria, Canada, Chile, China, Colombia, Costa Rica, Croatia, Czech Republic, Denmark, El Salvador, Estonia, Finland, France, Germany, Great Britain, Greece, Guatemala, Honduras, Hong Kong, Hungary, Iceland, India, Indonesia, Italy,
Ireland, Japan, Kenya, Latvia, Lebanon, Lithuania, Macedonia, Malaysia, Mexico, Moldova, Montenegro, New Zealand, Nigeria, Nicaragua, Norway, Panama, Peru, Poland, Portugal, Serbia, Singapore, Slovakia, Slovenia, South Africa, Switzerland, Romania,
Russian Federation, Thailand, Taiwan, Turkey, Tunisia, Ukraine, United States, Venezuela, Vietnam                  
|AGRIUM                                        |  | Albania, Ecuador, Israel, Pakistan, Paraguay, Uruguay                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|AGRIUM® and DESIGN                             |  | Albania, Argentina, Australia, Austria, Belize, Belarus, Bolivia, Boznia-Herzegovina,
Brazil, Bulgaria, Canada, Chile, China, Colombia, Costa Rica, Croatia, Czech Republic, Denmark, El Salvador, Estonia, Finland, France, Germany, Great Britain, Greece, Guatemala, Honduras, Hong Kong, Hungary, Iceland, India, Indonesia, Israel, Italy,
Ireland, Japan, Kenya, Latvia, Lebanon, Lithuania, Macedonia, Malaysia, Mexico, Moldova, Montenegro, New Zealand, Nigeria, Nicaragua, Norway, Panama, Paraguay, Peru, Poland, Portugal, Russian Federation, Serbia, Singapore, Slovakia, Slovenia, South
Africa, Switzerland, Romania, Taiwan, Thailand, Turkey, Tunisia, Ukraine, United States, Venezuela, Vietnam
|AGRIUM and DESIGN                             |  | Algeria, Ecuador, Pakistan, Uruguay                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|AGRIUM ADVANCED TECHNOLOGIES®                  |  | Argentina, Australia, Benelux, Brazil, Canada, Costa Rica, Chile, China, France, Germany,
Great Britain, Ireland, Italy, Japan, Korea, Malaysia, Mexico, New Zealand, Singapore, South Africa, Taiwan, Thailand, United States                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|AGRIUM ADVANCED TECHNOLOGIES® and DESIGN       |  | Argentina, Australia, Benelux, Canada, Costa Rica, Chile, China, France, Germany, Great
Britain, Ireland, Italy, Japan, Korea, Malaysia, Mexico, New Zealand, Singapore, South Africa, Taiwan, Thailand, United States                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|AGRIUM WHERE THE FUTURE IS GROWING and DESIGN® |  | Australia, Canada, New Zealand, United
States                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



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|                                          |  |                                                                                                                                                                                                                                                                                                         
|----------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Trademark                                 |  | Countries                                                                                                                                                                                                                                                                                               
|AMP®                                      |  | Canada, United States                                                                                                                                                                                                                                                                                   
|AMP and DESIGN®                           |  | Australia, Canada, China, Hong Kong, Indonesia, Korea, Japan, Malaysia, Philippines,
Taiwan, Vietnam, United States                                                                                                                                                                                     
|BLACK LABEL®                              |  | Canada, United States                                                                                                                                                                                                                                                                                   
|CHOICE®                                   |  | Argentina, Bolivia, Brazil, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, El
Salvador, Guatemala, Honduras, Nicaragua, Panama, Peru, Paraguay, United States                                                                                                                                
|CHOICE WEATHER MASTER®                    |  | Australia, Canada                                                                                                                                                                                                                                                                                       
|CROP PRODUCTION SERVICES AND DESIGN®      |  | Canada, United States                                                                                                                                                                                                                                                                                   
|DALGETY®                                  |  | Australia, China, India                                                                                                                                                                                                                                                                                 
|DIRECT SOLUTIONS®                         |  | Canada, United States                                                                                                                                                                                                                                                                                   
|DYNA-GRO®                                 |  | Australia, United States                                                                                                                                                                                                                                                                                
|DYNA-SHIELD®                              |  | United States                                                                                                                                                                                                                                                                                           
|ESN and DESIGN®                           |  | Argentina, Australia, Canada, Chile, China, European Community (CTM), Croatia, Iceland,
India, Indonesia, Israel, Japan, Liechtenstein, Macedonia, Malaysia, Mexico, Monaco, New Zealand, Norway, Philippines, San Marino, South Africa, South Korea, Switzerland, Turkey, United States, Vietnam       
|ESN and DESIGN                           |  | Brazil                                                                                                                                                                                                                                                                                                  
|ESN®                                      |  | Argentina, Australia, Canada, Chile, China, European Community (CTM), Croatia, Iceland,
India, Indonesia, Israel, Japan, Liechtenstein, Macedonia, Malaysia, Mexico, Monaco, New Zealand, Norway, Philippines, San Marino, South Africa, South Korea, Switzerland, Turkey, United States, Vietnam       
|ESN                                      |  | Brazil                                                                                                                                                                                                                                                                                                  
|FOOTHILLS®                                |  | Canada                                                                                                                                                                                                                                                                                                  
|GENFARM®                                  |  | Australia                                                                                                                                                                                                                                                                                               
|GROWING TOGETHER                         |  | Canada, European Community (CTM)                                                                                                                                                                                                                                                                        
|GROWING TOGETHER®                         |  | United States                                                                                                                                                                                                                                                                                           
|GROWING TOGETHER and DESIGN®              |  | Australia, Canada, European Community (CTM), United States                                                                                                                                                                                                                                              
|HELIOS®                                   |  | Australia, United States                                                                                                                                                                                                                                                                                
|INTENSITY POST-EMERGENCE GRASS HERBICIDE® |  | United States                                                                                                                                                                                                                                                                                           
|LANDMARK®                                 |  | Australia                                                                                                                                                                                                                                                                                               
|LECI-TECH®                                |  | Australia, Canada, Chile, Mexico, New Zealand, Peru, United States,
Uruguay                                                                                                                                                                                                                             
|LECI-TECH                                |  | Argentina, Brazil                                                                                                                                                                                                                                                                                       
|LI 700®                                   |  | Algeria, Australia, Bolivia, Brazil, Canada, Chile, Colombia, Costa Rica, Ecuador, El
Salvador, European Community (CTM), France, Guatemala, Honduras, Ireland, Israel, Mexico, New Zealand, Nicaragua, Panama, Paraguay, Peru, Poland, South Africa, Spain, Switzerland, Taiwan, United States,
Uruguay



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|                              |  |                                                                                                                                                                                                                                        
|----------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Trademark                     |  | Countries                                                                                                                                                                                                                              
|LIBERATE®                     |  | Australia, Bolivia, Brazil, Canada, Chile, Costa Rica, Dominican Republic, El Salvador,
European Community (CTM), Guatemala, Honduras, Mexico, Nicaragua, Morocco, Panama, Peru, Poland, Paraguay, South Africa, United States, Uruguay
|LOVELAND PRODUCTS®            |  | Argentina, Australia, Canada, Chile, Colombia, Paraguay, United States,
Uruguay                                                                                                                                                        
|LOVELAND PRODUCTS            |  | Brazil                                                                                                                                                                                                                                 
|LOVELAND PRODUCTS and DESIGN® |  | Argentina, Australia, Canada, Chile, Colombia, Paraguay, United States,
Uruguay                                                                                                                                                        
|LOVELAND PRODUCTS and DESIGN |  | Brazil                                                                                                                                                                                                                                 
|MAKAZE®                       |  | United States, Australia                                                                                                                                                                                                               
|MAKAZE                       |  | Canada                                                                                                                                                                                                                                 
|MAKAZE YIELD PRO®             |  | United States                                                                                                                                                                                                                          
|MAKAZE YIELD PRO             |  | Canada                                                                                                                                                                                                                                 
|MATADOR®                      |  | United States                                                                                                                                                                                                                          
|MSO®                          |  | United States                                                                                                                                                                                                                          
|N-PACT®                       |  | Australia, Canada, United States, Uruguay                                                                                                                                                                                              
|N-PACT                       |  | Brazil                                                                                                                                                                                                                                 
|N-PHURIC®                     |  | United States                                                                                                                                                                                                                          
|NU-GRO®                       |  | Australia, Benelux, Canada, China, Denmark, Finland, France, Great Britain, Ireland,
Italy, Hong Kong, Japan, Malaysia, Norway, Portugal, South Korea, Switzerland, Sweden, Taiwan, Vietnam                                            
|NU-GRO                       |  | Chile                                                                                                                                                                                                                                  
|NU-SPEC®                      |  | Canada, Chile, China, European Community (CTM), Hong Kong, Indonesia, Japan, Malaysia,
Philippines, South Korea, Taiwan, United States, Vietnam                                                                                        
|PANZER®                       |  | Australia                                                                                                                                                                                                                              
|POTENZA®                      |  | Argentina                                                                                                                                                                                                                              
|PROFIT FROM OUR EXPERIENCE®   |  | United States                                                                                                                                                                                                                          
|PROFIT FROM OUR EXPERIENCE   |  | Canada                                                                                                                                                                                                                                 
|RADIATE®                      |  | Australia, United Kingdom, United States                                                                                                                                                                                               
|RIFLE®                        |  | United States                                                                                                                                                                                                                          
|RISER®                        |  | Canada, United States                                                                                                                                                                                                                  
|RISER                        |  | Brazil, Bulgaria                                                                                                                                                                                                                       
|SALVO®                        |  | Canada, United States                                                                                                                                                                                                                  
|SNIPER®                       |  | Canada, United States                                                                                                                                                                                                                  
|STARTUP®                      |  | Canada                                                                                                                                                                                                                                 
|TITAN®                        |  | United States                                                                                                                                                                                                                          
|ULTRAYIELD and DESIGN®        |  | Argentina, Australia, Canada, China, Croatia, European Community (CTM), Hong Kong,
Iceland, Japan, Liechtenstein, Mexico, New Zealand, Philippines, Switzerland, Taiwan, United States                                                 
|ULTRAYIELD and DESIGN        |  | Indonesia, Malaysia                                                                                                                                                                                                                    
|WEATHER GARD COMPLETE®        |  | Argentina, Australia, Uruguay                                                                                                                                                                                                          



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It has been Agriums practice to seek patent protection for inventions and improvements that are likely
to be incorporated into its products and to protect the freedom to use its inventions in its manufacturing processes. Agrium considers several factors in assessing the materiality of its patents including but not limited to scope and breadth of
claims, sales volumes of products incorporating the technology, strategic importance and patent duration. Agrium has registered patents in Canada, the United States and other countries where its products are sold. The following table summarizes its
main patents:



|                                                                                                                                 |  |               |  |                                                                                        
|-------------------------------------------------------------------------------------------------------------------------------- |  | ------------- |  | ---------------------------------------------------------------------------------------
|Title                                                                                                                            |  | Patent Number |  | Coverage                                                                               
|Controlled Release Plant Nutrients                                                                                               |  | US 5 803 946  |  | Canada, United States                                                                  
|Controlled Release Fertilizers and Methods of Production Thereof                                                                 |  | US 6 663 686  |  | Canada, United States                                                                  
|Controlled Release fertilizer material and process for production thereof (MSO)                                                  |  | US 7 713 326  |  | United States                                                                          
|Controlled Release fertilizers Made from Cross Linked glyceride mixtures                                                         |  | US 8 790 437  |  | United States                                                                          
|Cross-linked polyols for controlled release fertilizers                                                                          |  | US 8 795 406  |  | United States                                                                          
|Cross-linked modified waxes for controlled release fertilizers                                                                   |  | US 8 888 887  |  | United States                                                                          
|Use of Seed Flour As Soil Pesticide.                                                                                             |  | EU 1530421    |  | Europe: France, Germany, Italy, Spain, United Kingdom                                  
|Neutral Metal Alkanoate Micronutrient Solutions and Method of Manufacturing Same                                                 |  | US 5 681 366  |  | Australia, Brazil, Canada, Egypt, United States                                        
|Neutral Metal Alkanoate Micronutrient Solutions and Method of Manufacturing Same                                                 |  | US 5 759 226  |  | Australia, Brazil, Canada, Egypt, United States                                        
|Method of Controlling Sprout Formation in Potatoes by Selective Application of Chlorpropham,
Carvone, Benzothiazole and Ethylene |  | US 5 811 372  |  | Australia, Canada, Egypt, Germany, New Zealand, United States                          
|Seed Treatment Method                                                                                                            |  | US 6 386 126  |  | United States                                                                          
|Real-time plant nutrition prescription                                                                                           |  | US 6 549 851  |  | United States                                                                          
|Seed Treatment Method                                                                                                            |  | US 6 591 767  |  | United States                                                                          
|Lecithin-Containing Drift Reduction Composition For Use in Spraying Agricultural
Acreage                                         |  | US 6 797 673  |  | United States                                                                          
|Herbicide Microemulsion-Forming-Concentrates, Microemulsions, and Methods                                                        |  | US 6 803 345  |  | Australia, Brazil, Canada, France, Germany, Italy, United Kingdom, United
States       
|Herbicide Composition Comprising Herbicide Compound in Acid Form and Acidifying
Agent                                            |  | US 6 906 004  |  | Australia, Brazil, Canada, France, Germany, Italy, Japan, United Kingdom, United
States
|Herbicide Microemulsion-Forming-Concentrates, Microemulsions, and Methods                                                        |  | US 7 094 735  |  | Australia, Brazil, Canada, France, Germany, Italy, United Kingdom, United
States       



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|                                                                                                                          |  |                           |  |                                         
|------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | ----------------------------------------
|Title                                                                                                                     |  | Patent Number             |  | Coverage                                
|Herbicide Compositions Comprising Suspension Concentrate with Glyphosate Acid, Methods of
Preparation, and Methods Of Use |  | US 7 776 790              |  | United States                           
|Brassica juncea lines bearing endogenous edible oils                                                                      |  | US 6 303 849              |  | United States                           
|Brassica juncea lines bearing endogenous edible
oils (additional claims)                                                  |  | US 6 787 686
CA 2 253 984 |  | United States
Canada (additional claims)
|Brassica AHAS Genes and Gene Alleles that provide resistance to Imidazolinone
Herbicides                                  |  | US 7 355 098              |  | United States                           
|Plant fad2 coding sequence balancing for Fatty Acid Profiling in Edible Oils                                              |  | AU 2003204171             |  | Australia                               
|Brassica AHAS Genes and Gene Alleles that provide resistance to Imidazolinone
Herbicides                                  |  | AU 2005202636             |  | Australia                               
|Brassica AHAS Genes and Gene Alleles that provide resistance to Imidazolinone Herbicides
(additional claims)              |  | AU 2011204774             |  | Australia                               

While these trademarks and patents constitute valuable assets, Agrium does not regard any single trademark or patent as
being material to its operations as a whole.

g)     SEASONALITY

The agricultural products business is seasonal in nature. Consequently, comparisons made on a year-over-year basis are more appropriate than
quarter-over-quarter comparisons. Crop input sales are primarily concentrated in the spring and fall crop input application seasons. Crop nutrient inventories are normally accumulated leading up to the application season. Our cash
collections generally occur after the application season is complete.

A further discussion of the seasonality of the Companys business
by reportable segment is contained under the headings Retail  Quarterly Results and Wholesale  Quarterly Results on pages 28 and 42 to 43, respectively, of Agriums 2014 MD&A, which is incorporated herein
by reference.

h)     ENVIRONMENTAL PROTECTION REQUIREMENTS

Agriums operations are subject to a variety of federal, provincial, state and local laws, regulations, licenses and permits, the purpose of which is
to protect the environment. These environmental protection requirements may apply during design and construction, operation or modification, at the time of plant or mine closure, and beyond.

The environmental requirements for new projects typically focus on baseline site conditions; ensuring that the design and equipment selection meet operating requirements; the satisfaction of permitting,
preconstruction studies, discharge and other operating requirements; and the use of appropriate safeguards during construction.

Licenses,
permits and approvals at operating sites are obtained in accordance with laws and regulations, which may limit or regulate operating conditions, rates and efficiency; land, water and raw material use and management; product storage, quality and
transportation; waste storage and disposal; and emissions and other discharges. Additional legal requirements may apply in circumstances where site contamination predates the current applicable regulatory framework where remediation is ongoing or
where there is otherwise evidence that historic remediation activities have not been successful in protecting the environment. These additional requirements may result in an environmental remediation liability that must be resolved.

Finally, the environmental protection requirements that may apply at the time of plant closure can be of two types: environmental remediation that did not
come due or arise until operations ceased; or asset retirement



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obligations stipulated by contractual or constructive obligations or other legal requirements. Asset retirement obligations typically involve the removal of the asset, remediation of any
contamination resulting from the use of that asset and reclamation of the land.

We record provisions under IFRS for environmental remediation
and asset retirement. Provision amounts are provided in note 18 to our 2014 Financial Statements, which are incorporated herein by reference. If a matter does not meet the requirements for recognition as a provision under IFRS, it is classified as
an environmental contingency.

Environmental contingencies

We are responsible for environmental remediation of certain facilities and sites. Work at these sites is in various stages of
environmental management; we are assessing and investigating some sites and remediating or monitoring others. New information, including changes in regulations or results of investigations by regulatory bodies, could lead to reassessment of our
exposure related to these matters. In addition, we may revise our estimates of our future obligations because they are dependent on a number of uncertain factors, including the method and extent of the remediation and cost-sharing arrangements with
other parties involved.

In assessing whether we would accrue a provision, we undertake a provision review process at each
reporting period. Our process includes a review by technical staff in consultation with in-house legal counsel and internal accounting professionals to determine whether current information available to us supports our estimates of the financial
effect of these matters and our related disclosures. Where appropriate, in-house legal counsel consults with external counsel as to its analysis and conclusions about the facts of each case, the status of litigation, and discussions and
correspondence with third parties. We also review publicly available information for similar matters involving other companies. Our review includes previously assessed matters and an assessment as to whether any new matters require review.

Some remediation activities at our sites are subject to the U.S. Comprehensive Environmental Response, Compensation, and
Liability Act (CERCLA), the U.S. Resource Conservation and Recovery Act (RCRA) and similar federal, state, provincial and local environmental laws. CERCLA provides for phases of remediation (investigation, risk assessment,
remedy selection, remedial design and construction, maintenance and long-term monitoring, and closure) under regulatory oversight.

For the matters described below, at the date of issuance of our 2014 Financial Statements, we determined that we could not make a reliable estimate of the amount and timing of any financial effect in
excess of the amounts accrued. Reasons for this determination include complexity of the matters; early phases of most proceedings; lack of information on the nature and timing of future actions in the matters; dependency on the completion and
findings of investigations and assessments; and the lack of specific information as to the nature, extent, timing and cost of future remediation. Until we have greater clarity as to our liability and the extent of our financial exposure, it is not
practical to make a reliable estimate of the financial effect. As negotiations, discussions and assessments proceed, we may provide estimates. Events or factors that could alleviate our current inability to make reliable estimates for these matters
include further identification of allegations or demands; completion of remediation phases; a ruling by a court or other regulatory body having jurisdiction; or initiation of substantive settlement negotiations.

United States Environmental Protection Agency Phosphate Industry Initiative

In 2003, the United States Environmental Protection Agency (EPA) began investigating the phosphate industry as part of its
National Enforcement Initiative regarding the mineral processing industry. The purpose of the EPAs National Enforcement Initiative is to ensure that waste resulting from mineral processing is managed in accordance with RCRA regulations. RCRA
is the federal statute that governs the generation, transportation, treatment, storage and disposal of hazardous wastes. The EPA is also evaluating the industrys compliance with certain U.S. Clean Air Act (CAA) programs, including
Maximum Achievable Control Technology (MACT) and Prevention of Significant Deterioration, the U.S. Emergency Planning and Community Right to Know Act (EPCRA) and CERCLA.



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In 2005, the EPA and the Idaho Department of Environmental Quality (IDEQ)
commenced an investigation of the Conda facility to evaluate compliance with CAA, CERCLA, EPCRA, RCRA and relevant state law. The EPA has notified Nu-West Industries, Inc. (Nu-West), a wholly owned subsidiary of Agrium, of potential
violations of CAA, CERCLA, EPCRA and RCRA, at the Conda facility.

In 2007, the EPA issued a Notice of Violation
(NOV) to Nu-West alleging certain violations of the CAA and MACT at phosphoric acid production facilities, primarily involving pollution control equipment as well as start-up, shut-down and malfunction procedures. Nu-West formally
responded to the EPA allegations; however, the NOV remains open. The EPA has yet to identify any further CAA allegations or demands.

In 2008, the EPA issued a NOV to Nu-West identifying certain alleged violations of RCRA, focusing principally on the governments interpretation of the Bevill exemption, among other regulatory
standards. Nu-West is cooperating with the governments inquiry and is in active discussion to resolve the EPAs allegations. Among other activities designed to assist in obtaining resolution of the EPAs claims, in 2009, Nu-West
entered into a voluntary consent order with the EPA to evaluate potential impacts on the environment from the Conda facilitys operations by means of an environmental assessment pursuant to section 3013 of RCRA. Nu-West is working cooperatively
with the EPA and the IDEQ to negotiate work scopes to advance this assessment. In 2014, Nu-West continued to perform site assessment activities, and we expect that the overall assessment will be substantially completed during 2015; however,
completion will be dependent on the results of the specific assessment activities.

Nu-West, along with other industry members
also being evaluated under the same National Enforcement Initiative, is involved in ongoing discussions with the EPA, the U.S. Department of Justice (DOJ) and various environmental agencies to resolve these matters. Due to the nature of
the allegations, Agrium is uncertain as to how the matters will be resolved or if litigation will ensue. Resolution of the governments CAA, CERCLA, EPCRA and RCRA allegations may be by settlement. Potential settlement terms may include
requirements to pay certain penalties, which Agrium currently believes will not be material, modify certain operating practices and undertake certain capital improvement projects, provide financial assurance for the future closure, maintenance and
monitoring costs for the phosphogypsum stack system at the Conda facility, and resolve the RCRA section 3013 voluntary consent order site investigation findings. Nu-West is continuing to negotiate the terms of settlement with the EPA and DOJ.

In 2008, the EPA further notified Nu-West that the government had commenced investigation of phosphate industry compliance
with certain provisions of CERCLA and EPCRA. In March 2011, the EPA issued a NOV to Nu-West alleging violations of certain emissions reporting and related requirements under CERCLA and EPCRA. Nu-West is performing technical research and review in
coordination with industry members in support of developing industry reporting protocols and is in ongoing discussions with the EPA in response to these allegations.

Legacy environmental remediation activities: Idaho mining properties

Nu-West has performed, is performing, or in the future may perform site investigation and remediation activities at six closed phosphate
mine sites and one former mineral processing facility near Soda Springs, Idaho (Idaho Legacy Sites). These sites were mined and operated from as early as 1955 until as late as 1997. Selenium, a trace mineral essential for optimal human
health but which can be toxic at higher concentrations, was found to be leaching from reclaimed lands associated with historic phosphate mines owned, leased or operated by Nu-West or other parties. Nu-West, the U.S. government and other phosphate
producers have been working diligently to identify the sources of selenium contamination, to develop remedies for the closed mines and to implement best practices to ensure selenium issues do not become a concern for current and new mining
operations.

In 2013, the U.S. government and Nu-West reached an agreement for four Idaho Legacy Sites. Under the agreement,
the U.S. government will (a) pay 33 percent of past and future investigation and remediation costs; and (b) contribute, independent of its 33 percent share all the funds remaining from the governments recoveries from a bankruptcy
proceeding involving Washington Group International, a past responsible



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party at the closed mine sites. Remaining funds available for recovery are estimated to be approximately $2-million. Nu-West has not accrued any amounts for potential recoveries from third
parties. Since reaching this settlement with the U.S. government, Nu-West has executed subsequent agreements with federal and state environmental agencies under CERCLA, establishing the scope of preliminary work to be conducted at the four sites.
Nu-West expects to complete substantial remedial construction at one of these sites by 2016. IDEQ is overseeing remediation programs for the three other Idaho Legacy Sites under agreements with Nu-West signed in 2014 and in previous years.

For all seven of the Idaho Legacy Sites, Nu-West continued in 2014 to develop and perform the preliminary scope of work, which
it expects to be complete in one to three years. Completion of this preliminary work will enable Nu-West and the agencies to determine what, if any, further remediation work will be required.

Legacy environmental remediation activities: Manitoba mining properties

In 1996, Agrium acquired Viridian Inc. (Viridian), which is now a wholly owned Canadian subsidiary of Agrium. Viridian has
retained certain liabilities associated with the Fox Mine Site  a closed mineral processing site near Lynn Lake, Manitoba. Viridian is currently treating water draining from the site to meet downstream provincial water quality standards.
Viridian has substantially completed the investigation phase of remediation and is currently in discussions with the Province of Manitoba regarding remedial alternatives selection. Concurrence and approval from the province of a remedial design are
expected within the next 36 months. For this matter, we have not disclosed information about the amount accrued for site remediation because disclosure of such information would seriously prejudice our position in discussions with the Province.

Climate change and greenhouse gas emissions

Directly and indirectly, Agrium generates greenhouse gas (GHG) emissions through the production, distribution and use of its
products. These emissions may be subject to climate change policy and regulations being developed in North America. However, these policies are developing in a unique way within the various state, provincial and federal jurisdictions.

In Alberta, Specified Gas Emitters Regulation (SGER) has been enacted that applies to facilities
emitting greater than 100,000 tonnes of CO2equivalent
(CO2e) per year. Existing facilities that exceed
this threshold are required to decrease their emissions intensity by 12 percent relative to their 20032005 average baseline. If a company is unable to decrease its emissions intensity through increases in operational efficiency, it is still
able to comply with the Alberta requirements by purchasing qualifying emission offsets from other sources in Alberta or by contributing to the Climate Change and Emissions Management Fund (the Fund). Historically, the contribution costs
to the Fund have been set at $15 per tonne of CO2e. The SGER
was originally set to be revised in September 2014; however, the Government of Alberta delayed any revisions until the end of June 2015. As such, the specific requirements of the SGER and the economic value of the contribution costs to the Fund may
change in 2015.

Agrium has three facilities in Alberta with CO2e emissions in excess of 100,000 tonnes per year. Those facilities are
Redwater Fertilizer Operations (total typical annual emissions of approximately 1,170,000 tonnes); Carseland Nitrogen Operations (total typical annual emissions of approximately 550,000 tonnes); and Fort Saskatchewan Nitrogen Operations (total
typical annual emissions of approximately 550,000 tonnes). Actual emissions in each case depend on operating time and conditions, which is influenced by market demand and supply factors. The annual impact of this legislation on Agrium is expected to
range from $1-million to $4-million a year going forward based on a valuation of $15 per tonne, depending on variations in production from year to year, which will directly impact CO2e emissions. These expected annual costs are lower than they otherwise could have been, due in part to Agriums
implementation of various efficiency and emissions reduction projects. These projects include overall efforts to increase operational efficiency, the purchase of emission offset credits, and the operation of a cogeneration facility in partnership
with TransCanada Energy Ltd. at Carseland that captures waste heat and produces emission offset credits. Agrium and the fertilizer industry have also been involved in the development and



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implementation of the Nitrous Oxide Emissions Reduction Protocol (NERP), which is designed to generate emission offset credits for farmers who reduce their nitrous oxide
(N2O) emissions. N2O is a significant GHG with a global warming potential that is
approximately 300 times greater than CO2. NERP was approved
by Alberta Environment in October 2010. The implementation of NERP is expected to result in more effective farm application of nitrogen fertilizer, reduced GHG emissions at the farm level and the introduction of additional low-cost offsets to the
market.

Agrium will continue to take a leadership role in the fertilizer industrys negotiations
with governments on fair and equitable air emission reduction targets in an effort to achieve a pragmatic and realistic compliance system that preserves the global competitiveness of the industry. To that end, Agrium and the Canadian fertilizer
industry are currently in discussions with the Government of Canada on the industrys GHG reduction target to help meet Canadas commitment pursuant to the Copenhagen Accord to reduce GHG emissions by 17 percent below 2005 levels by 2020.
In an effort to reduce CO2e emissions, Agrium has also
developed strategies to improve energy efficiency in our operations, capture and store carbon, reduce the amount of
N2O emissions from our nitric acid facilities and reduce
emissions in agriculture.

About 60 percent of the natural gas required to produce ammonia  the
basic building block of all nitrogen fertilizer  is used to provide the necessary hydrogen for the process. Given current economically viable technologies, the CO2emissions related to this process are fixed by the laws of chemistry and cannot be reduced. Use of the remaining natural
gas may be managed through improvements in energy efficiency, which will reduce CO2emissions. Significant early action has been implemented by the Company to achieve these improvements, and the Fort Saskatchewan facility is currently being used as a demonstration project for
implementing an additional energy efficiency program for our nitrogen operations. Independent government-sponsored studies estimate that a further 3 to 5 percent reduction in combustion emissions intensity may be theoretically attainable for the
Canadian industry, but this will be a challenging and potentially cost prohibitive target.

Where
feasible, Agrium is pursuing opportunities to capture CO2from our nitrogen operations for enhanced oil recovery (EOR), industrial use or underground storage. At our Borger, Texas operation, approximately 300,710 tons of CO2were captured in 2014 for EOR.

Agrium also has installed N2O reduction technology at two of our three operating U.S. nitric acid plants and has plans to install N2O reduction technology at our third plant during 2015 or beyond depending
on reduction technology performance currently under evaluation.

Agrium estimates that the production stage of its operations
accounts for roughly 95 percent of its overall emissions. In 2011, Agrium met its 2020 commitment to reduce North American GHG emissions intensity by 10 percent from 2005 levels. The GHG emissions intensity reduction target was met ahead of
schedule, primarily through the closure of less carbon-efficient facilities and increased production at more carbon-efficient facilities. Agrium has set a new target to reduce its GHG emissions intensity by 20 percent from 2005 levels by 2020.

In the U.S., the EPA issued GHG emissions regulations that establish a reporting program for emissions of
CO2, methane and other GHGs, as well as a permitting program
for large GHG emissions sources. While the U.S. Congress has considered various legislative initiatives to reduce or tax GHG emissions, to date it has not enacted any laws in that regard. However, if Congress undertakes comprehensive tax reform in
the coming year, it is possible that such reform could include a carbon tax. The EPA has also proposed regulations that limit GHG emissions from power plants and announced its intent to issue further regulations limiting GHG emissions with the goal
of reducing GHG emissions by 17 percent from 2005 levels by 2020 and by 30 percent from 2005 levels by 2030.

i)    ENVIRONMENTAL PRACTICES AND POLICIES

Agrium has well-defined environmental, health, safety and security (EHS&S) programs and processes, committed leadership, and a responsible
workforce. In addition to a Corporate EHS&S Department, it has established an EHS&S organization in each business unit with clear lines of reporting and accountability. This has enabled Agrium to focus on both oversight and governance as
well as increasing management



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involvement in its operations and activities. Agrium stewards to an integrated EHS&S management system, which includes a policy and system of documenting EHS&S management and performance
expectations applicable to Agriums facilities. Agriums business units and, where appropriate, individual facilities augment these requirements with system controls necessary to manage the risks unique to those operations.

Continuous improvement and performance monitoring of Agriums operations are effected in part through six technical committees, two management
committees and the Board EHS&S Committee (BEC), and also through various business unit initiatives. The six technical committees include Health and Safety, Security and Crisis Management, Environmental Management System and Auditing,
Environmental Liability (Asset Retirement Obligations and Environmental Remediation Liabilities), Product Stewardship and Performance Monitoring. These committees report through the Corporate EHS&S Department. The development of environmental
management systems standards, guidance documents and continuous improvement occur at the level of the six technical committees and the Corporate EHS&S Department. The Corporate EHS&S Department reports through the business unit level
EHS&S leaders committee, where performance and risk management issues are addressed. The EHS&S leaders committee reports through the Corporate EHS&S Committee (CEC), which in turn reports to the BEC. Policy and
strategy are reviewed annually at the CEC level for relevancy and modified as appropriate. The BEC is responsible for the general oversight of EHS&S governance. These committees meet on a recurring basis to monitor performance against annual and
longer term performance goals, to discuss plans and strategies relating to our processes, and to evaluate opportunities for improving our systems.

Technical support and compliance assurance for Agriums operations are managed at three levels within the organization: the facilities level, business unit level and corporate level. Self-audits are
performed annually at wholly-owned Agrium facilities and reported to business unit EHS&S departments. Audit findings are characterized as low, medium or high risks and a corrective action plan is implemented to correct identified deficiencies in
a timely manner. At the business unit level, business unit personnel conduct separate compliance and systems audits of facility locations. These business unit level audits can be of three types: EHS&S compliance audits, process safety and risk
management audits and EHS&S management system audits. The business unit performs one or more of these different types of audits on facilities at least once every three years. It is the responsibility of the business units to ensure that any
corrective action regarding the facility audits is implemented. At the corporate level, Corporate EHS&S staff are responsible for maintaining integrated systems, performance monitoring, providing technical expertise and conducting business unit
EHS&S audits. The use of a three-tiered compliance assurance program enables Agrium to achieve continuous improvement and consistent management practices at its facilities and in its operations.

Agrium maintains ongoing, close working relationships with industry associations and regulatory agencies. These relationships ensure that new or changing
regulations are known, understood, and communicated so risk management strategies can be developed to maintain compliance.



|j) | EMPLOYEES
|-- | ---------

As of December 31, 2014,
Agrium employed approximately 15,500 people. The breakdown of employees is as follows:



|              |  |                     |        | 
|------------- |  | ------------------- | ------ | 
|Business Unit |  | Number of Employees |       
|Retail        |  |                     | 12,300 | 
|Wholesale     |  |                     | 2,800  | 
|Other         |  |                     | 400    | 
|Total         |  |                     | 15,500 | 

Wholesale hourly employees at the following sites are represented by labor unions with the contract expiration date for
each plant shown in parenthesis: Vanscoy, Saskatchewan (April 30, 2015); Americus, Georgia (June 30, 2015); and Florence, Alabama (July 14, 2015).



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Retail hourly employees at the following sites are represented by labor unions with the
contract expiration date for each facility shown in parenthesis: Greenville, Mississippi (August 28, 2016); Mulberry, Florida (May 31, 2015); and legacy Viterra (now Crop Production Services (Canada) Inc.) at various locations (October 31,
2015).

A collective bargaining agreement at the Retail facility in Regina, Saskatchewan was ratified and accepted by the
Teamsters union on February 21, 2012 and expired on December 31, 2014. As of the date of this AIF, this collective bargaining agreement is still in the process of renegotiation.

In South America, there are a total of 358 union employees working at various ASP-Retail sites in Argentina and Uruguay.



|5.2 | RISK FACTORS
|--- | ------------

If any event arising
from the risk factors set forth below occurs, our business, financial condition, results of operations, cash flow, the trading prices of our common shares, the value of our debt securities and, in certain cases, our reputation could be materially
adversely affected. When assessing the materiality of the following risk factors, we take into account a number of qualitative and quantitative factors, including, but not limited to, financial, operational, reputational and regulatory aspects of
the identified risk factor.

Risks Relating to Our Operations

Our business is cyclical, resulting in periods of industry oversupply during which our results of operations tend to be negatively
impacted.

Historically, selling prices for our products have fluctuated in response to periodic changes in supply and
demand conditions. Demand is affected by planted acreage and application rates, driven by population growth, changes in dietary habits, non-food usage of crops such as the production of ethanol and other biofuels, among other things. Supply is
affected by available capacity and operating rates, raw material costs and availability, government policies and global trade.

Periods of high demand, high capacity utilization and increasing operating margins tend to result in investment in production capacity,
which may cause supply to exceed demand and selling prices and capacity utilization to decline. Future growth in demand for our products may not be sufficient to absorb excess industry capacity.

During periods of industry oversupply, our results of operations tend to be affected negatively as the price at which we sell our products
typically declines, resulting in possible reduced profit margins, write-downs in the value of our inventory and temporary or permanent curtailments of production.

Adverse weather conditions may decrease demand for our products, increase the cost of natural gas or materially disrupt our operations.

Anomalies in regional weather patterns can have a significant and unpredictable impact on the demand for our products and services, and
may also have an impact on prices. Our customers have limited windows of opportunity to complete required tasks at each stage of crop cultivation. Should adverse weather occur during these seasonal windows, we could face the possibility of reduced
revenue in those seasons without the opportunity to recover until the following season. In addition, we face the significant risk of inventory carrying costs should our customers activities be curtailed during their normal seasons. We must
manufacture product throughout the year in order to meet peak season demand, as well as react quickly to changes in expected weather patterns that affect demand.

Weather conditions that delay or intermittently disrupt field work during the planting and growing seasons may cause agricultural customers to use different forms of crop nutrients and crop protection
products, which may adversely affect demand for the forms that we sell or may impede farmers from applying our crop nutrients and crop protection products until the following growing season, resulting in lower demand for our products.

Adverse weather conditions following harvest may delay or eliminate opportunities to apply crop nutrients and crop protection products in
the fall. Weather can also have an adverse effect on crop yields, which



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could lower the income of growers and impair their ability to purchase our crop nutrients, crop protection and seed products and services. Our quarterly financial results may vary significantly
from one year to the next due to weather-related shifts in planting schedules and purchasing patterns.

Weather conditions or,
in certain cases, weather forecasts, can also affect the price of natural gas, the principal raw material used to make our nitrogen based fertilizers. Colder than normal winters and warmer than normal summers increase the demand for natural gas for
residential and industrial use which, in turn, increases the cost of natural gas (see Risks Relating to Our Dependence on Raw Materials and Natural Gas Our nitrogen fertilizer business is dependent on natural gas, the price of which
varies across jurisdictions and is subject to volatility, and the availability of which can be uncertain).

We
face intense global competition from other crop nutrient producers.

We are subject to intense price competition from
both domestic and foreign sources. Crop nutrients, including nitrogen, potash and phosphate, are global commodities, with little or no product differentiation, and customers make their purchasing decisions principally on the basis of delivered price
and, to a lesser extent, on customer service and product quality. We compete with a number of domestic and foreign producers, including state-owned and government-subsidized entities.

Competitors and potential new entrants in the markets for nitrogen, concentrated phosphate crop nutrients and potash have in recent years
expanded capacity or begun, or announced plans, to expand capacity or build new facilities. The extent to which current global or local economic and financial conditions, changes in such conditions or other factors may cause delays or cancellation
of some of these ongoing or planned projects, or result in the acceleration of existing or new projects, is uncertain.

Some of
these competitors have greater total resources or are state supported, which make them less vulnerable to industry downturns and better positioned to pursue new expansion and development opportunities. Our competitive position could suffer to the
extent we are not able to expand our own resources either through investments in new or existing operations or through acquisitions, joint ventures or partnerships.

In particular, China, the worlds largest producer and consumer of fertilizers, is expected to continue expanding its fertilizer production capability. If Chinese policy encourages production and/or
exports, this expected increase in capacity could adversely affect the balance between global supply and demand and may put downward pressure on global fertilizer prices.

On July 30, 2013, Russias Uralkali, one of the worlds largest potash producers, quit one of the two largest potash marketing groups, Belarusian Potash Company (BPC), as it
could no longer cooperate with Belaruskali, the Belarusian state potash producer. Canpotex and BPC historically have been the two largest international marketers of potash, negotiating large shipments to countries like India and China, typically in
similar price ranges. The break-up of BPC initially resulted in aggressive marketing by both Uralkali and Belaruskali in order to boost market share, thus increasing competition among participants in the potash industry and exerting downward
pressure on potash prices. While the global potash supply/demand balance has tightened considerably over the past year, potash pricing is beyond our control, and events such as mine flooding, geopolitical unrest, crop price fluctuations and changes
in government policy can have a material impact on potash prices and demand.

We may not be able to complete our
capacity expansion projects on schedule, on budget or at all due to a number of factors, many of which are beyond our control.

We are currently in the process of advancing several large expansion projects, which are subject to various risks, many of which are beyond our control.

In December 2011, we commenced the Vanscoy Project. The project is expected to exceed previous spending estimates by approximately 25
percent, mainly due to certain challenges in the Canadian craft labour market. The Vanscoy Project is currently in the commission stage with production volumes planned to reach full rates in 2017; however, potential delays in commissioning and
startup could have a material adverse effect on our business.



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In 2010, we commenced the Egyptian Project. Due to civil unrest in Egypt, the construction
of the Egyptian Project, as well as the operations of the existing facility, were shut down in the fourth quarter of 2011. The existing facility resumed its operations in 2013. In 2014, construction of the Egyptian Project recommenced. It is planned
that construction of the new facility will be complete by mid-2015; however, due to ongoing instability in Egypt, we cannot predict whether the construction of the expansion project will be completed in 2015 or at all.

The potential start-up of our brownfield expansion project in Borger, Texas, currently anticipated for late 2015, depends on a number of
factors. A shortage of skilled labor and contractor productivity could result in increases in total project costs and/or potential delays in its completion.

In addition to the foregoing, we must also obtain numerous regulatory approvals and permits in order to construct and operate any additional facilities. These requirements may not be satisfied in a timely
manner or at all. Our financial exposure to permitting risks may be exacerbated because we have committed to purchase certain equipment that will result in substantial expenditures prior to obtaining all permits necessary to operate such facilities.
In the event that we ultimately fail to obtain all necessary permits, we would be forced to abandon the projects and lose the benefit of any construction costs already incurred. In addition, governmental requirements may increase our costs
substantially.

Our expansion plans may also result in other unanticipated adverse consequences, such as the diversion of
managements attention from our existing plants and businesses and other opportunities.

Our transportation and
distribution activities rely on third party providers, which subjects us to risks and uncertainties beyond our control that may adversely affect our operations.

We rely on railroad, trucking, pipeline and other transportation service providers to transport raw materials to our manufacturing facilities, to coordinate and deliver finished products to our storage
and distribution system and our retail centres and to ship finished products to our customers. We also lease rail cars in order to ship raw materials and finished products. These transportation operations, equipment and services are subject to
various hazards, including adverse operating conditions on the inland transportation system, extreme weather conditions, system failures, work stoppages, delays, accidents such as spills and derailments and other accidents and operating hazards.

In the event of a disruption of existing transportation or terminaling facilities for our products or raw materials,
alternative transportation and terminaling facilities may not have sufficient capacity to fully serve all of our customers or facilities. An extended interruption in the delivery of our products to our customers or the supply of natural gas, ammonia
or sulfur to our production facilities could adversely affect sales volumes and margins.

These transportation operations,
equipment and services are also subject to environmental, safety, and regulatory oversight. Due to concerns related to accidents, terrorism or increasing concerns regarding transportation of potentially hazardous substances, local, provincial, state
and federal governments could implement new regulations affecting the transportation of raw materials or our finished products. If transportation of our products is delayed or we are unable to obtain raw materials as a result of any third
partys failure to operate properly or the other hazards described above, or if new and more stringent regulatory requirements are implemented affecting transportation operations or equipment, or if there are significant increases in the cost
of these services or equipment, our revenues and cost of operations could be adversely affected. In addition, we may experience increases in our transportation costs, or changes in such costs relative to transportation costs incurred by our
competitors.

Future technological innovation could affect our business.

Future technological innovation, such as the development of seeds that require less crop nutrients, or developments in the application of
crop nutrients, if they occur, could have the potential to adversely affect the demand for our products.



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We may be adversely affected by changing antitrust laws to which we are subject.

We are subject to antitrust and competition laws in various countries throughout the world. We cannot predict how
these laws or their interpretation, administration and enforcement will change over time. Changes in antitrust laws globally, or in their interpretation, administration or enforcement, may limit our existing or future operations and growth, or the
operations of Canpotex. Increases in crop nutrient prices have in the past resulted in increased scrutiny of the crop nutrient industry under antitrust and competition laws and can increase the risk that these laws could be interpreted, administered
or enforced in a manner that is adverse to our interests.

We may fail to realize anticipated benefits of completed or
future acquisitions, strategic dispositions or internal re-organizations.

In the past several years, we have completed
a number of significant acquisitions, including the acquisition of AWBs Landmark business in Australia in December 2010 and the Viterra acquisition in October 2013, as well as a number of other acquisitions. These acquisitions were completed
to strengthen our competitive position in the agricultural industry and to create the opportunity to realize certain economic benefits, including, among other things, potential cost savings. In achieving the benefits of these and future
acquisitions, we are dependent upon our ability to successfully consolidate functions and integrate operations, procedures and personnel in a timely and efficient manner and to realize the anticipated growth opportunities and synergies from
combining the acquired assets and operations with those of Agrium. The integration of acquired assets and operations requires the dedication of management effort, time and resources, which may divert managements focus and resources from other
strategic opportunities and from operational matters during this process. The integration process may result in the disruption of ongoing business and customer relationships that may adversely affect our ability to achieve the anticipated benefits
of such acquisitions.

Inability to attract, retain, develop and motivate skilled employees could negatively affect our
performance.

Sustaining and growing our business depends on the recruitment, development and retention of qualified
and motivated employees. Although we strive to be an employer of choice in our industry, competition for skilled employees in certain geographical areas in which we operate can be significant and we may not be successful in attracting, retaining or
developing such skilled employees. In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. The inability to attract, develop or retain quality employees
could negatively impact our ability to take on new projects and sustain our operations.

Risks Relating to Our Dependence
on Raw Materials and Natural Gas

Important raw materials used in our business in the past have been and may in the
future be the subject of volatile pricing and supply interruptions.

Changes in the price of raw materials required to
produce our products, such as phosphate rock, sulfur and ammonia, could have a material impact on our business. From time to time our profitability has been, and may in the future be, impacted by the price and availability of these raw materials.
Because most of our products are commodities, there can be no assurance that we will be able to pass through increased costs to our customers. In certain circumstances, significant increases in the price of ammonia, sulfur or phosphate rock may not
be able to be recovered through an increase in the price of our related crop nutrients products.

In addition, we rely on third
parties to supply raw materials for our Conda, Idaho and Redwater, Alberta facilities. In particular, our Redwater facility became dependent on phosphate rock from Morocco being supplied pursuant to a long-term agreement with OCP following the
closure of our Kapuskasing, Ontario mine. Any interruptions in supply of phosphate rock or any of the other raw materials would result in a decline in production from such facilities.



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Our nitrogen fertilizer business is dependent on natural gas, the price of which
varies across jurisdictions and is subject to volatility, and the availability of which can be uncertain.

Natural gas
is the principal raw material used to manufacture nitrogen and is the single largest purchased raw material for our Wholesale operation. North American natural gas prices are subject to price volatility. An increase in the price of natural gas
increases our nitrogen cost of production, and may negatively impact nitrogen margins for our North American nitrogen sales. This is particularly important for our nitrogen facilities in Western Canada and Borger, Texas where we purchase gas on the
open market. Higher production costs may be partially or fully reflected in higher domestic and international product prices, but these conditions do not always prevail.

In addition, the price for natural gas in North America can vary significantly compared to the price for natural gas in Europe and Asia. Significantly lower natural gas prices in Europe and/or Asia would
give our competitors in Europe and Asia a competitive advantage, which could, in turn, decrease international and domestic product prices and reduce our margins. Furthermore, in North America natural gas prices have declined and remained at
relatively lower levels over the past several years in response to increased supply from the development of production from shale gas formations. Future production of natural gas from shale gas formations could be reduced by regulatory changes that
restrict drilling or increase its costs for other reasons. If this were to occur, natural gas prices could rise.

There is also
a risk to production from the Profertil nitrogen facility concerning natural gas availability during the winter due to strains on distribution and residential demand in Argentina. The Argentine government has at times reduced the amount of natural
gas available to industrial users in favor of residential users during the peak winter demand season. In addition, Profertil may be unable to renew its long-term gas supply contracts at favorable rates or at all.

During periods when the price for concentrated phosphates is falling because of falling raw material prices, we may experience a
lag in realizing the benefits of the falling raw materials prices.

During some periods, changes in market prices for
raw materials can lead to changes in the global market prices for concentrated phosphate crop nutrients. In particular, the global market prices for concentrated phosphate crop nutrients can be affected by changes in the market prices for sulfur,
ammonia, phosphate rock and/or phosphoric acid. Increasing market prices for these raw materials tend to put upward pressure on the selling prices for concentrated phosphate crop nutrients, and decreasing market prices for these raw materials tend
to put downward pressure on selling prices for concentrated phosphate crop nutrients. When the market prices for these raw materials plunge rapidly, the selling prices for our concentrated phosphate crop nutrients can fall more rapidly than we are
able to consume our raw material inventory that we purchased or committed to purchase in the past at higher prices. As a result, our costs may not fall as rapidly as the selling prices of our products. Until we are able to consume the higher priced
raw materials, our gross margins and profitability will be adversely affected.

During periods when the prices for our
products are falling because of falling raw material prices, we could be required to write down the value of our inventories.

We carry our inventories at the lower of cost on a weighted average basis and net realizable value. In periods when the market prices for our products are falling rapidly in response to falling market
prices for raw materials, it is possible that we could be required to write down the value of our assets. Any such effect could be material.

Our estimates of future selling prices reflect, in part, the purchase commitments we have from our customers. As a result, defaults on these existing purchase commitments because of the global or local
economic and financial conditions or for other reasons could adversely affect our estimates of future selling prices and require additional inventory write-downs.



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Risks Relating to Our Financial Activities and Financial Condition, and the Financial
Condition of Our Customers and Counterparties

The decision to pay dividends and the amount of such dividends is
subject to the discretion of our Board of Directors based on numerous factors and may vary from time to time.

Although
we currently pay quarterly cash dividends to our shareholders (see Item 6  Dividends), these cash dividends may be reduced or suspended. The amount of cash available to Agrium to pay dividends, if any, can vary significantly from
period to period for a number of reasons, including, among other things: our operational and financial performance; fluctuations in prices for our products and raw materials and natural gas utilized in the production thereof; the amount of cash
required or retained for debt service or repayment; amounts required to fund capital expenditures and working capital requirements; access to capital markets; foreign currency exchange rates and interest rates; and the other risk factors set forth
in this AIF.

The decision whether or not to pay dividends and the amount of any such dividends are subject to the discretion
of the Board of Directors of Agrium, which regularly evaluates our proposed dividend payments and the solvency test requirements of the Canada Business Corporations Act. In addition, the level of dividends per common share will be affected by
the number of outstanding common shares and other securities that may be entitled to receive cash dividends or other payments. Dividends may be increased, reduced or suspended depending on our operational success. The market value of the common
shares may deteriorate if Agrium is unable to meet dividend expectations in the future, and that deterioration may be material.

A lack of customers access to credit may adversely affect their ability to purchase our products.

Some of our customers require access to credit to purchase our products. A lack of available credit to customers in one or more countries,
due to global or local economic conditions or for other reasons, could adversely affect demand for crop nutrients.

We
are exposed to counterparty risk.

We are exposed to the risks associated with counterparty performance, including
credit risk and performance risk. We may experience material financial losses in the event of customer payment default for our products and/or financial derivative transactions. Our liquidity may also be adversely impacted if any lender under our
existing credit facilities is unable to fund its commitment. See also  A downgrade in our credit rating could increase our cost of capital and limit our access to capital, suppliers or counterparties and  Our
business is subject to risks involving derivatives, including the risk that our hedging activities might not prevent losses.

We have a material amount of indebtedness and may incur additional indebtedness, or need to refinance existing indebtedness, in the future, which may adversely affect our operations.

As of December 31, 2014, we had approximately $5.1-billion of total indebtedness, consisting primarily of
$3.6-billion of our debentures and $1.5-billion of short-term debt associated with our Commercial Paper Program and draws on our credit facilities. As at December 31, 2014, we had excess borrowing capacity for general corporate purposes under
our existing credit facilities of approximately $1.4-billion. The terms of our existing indebtedness allow us to incur significant additional debt in the future. Our existing indebtedness and any additional debt we may incur in the future could have
negative consequences on our business should operating cash flows be insufficient to cover our debt service requirements, which would adversely affect our operations and liquidity.

From time to time we consider our options to refinance our outstanding indebtedness. Our ability to obtain any financing, whether through
the issuance of new debt securities or otherwise, and the terms of any such financing are dependent on, among other things, our financial condition, financial market conditions within our industry and generally, credit ratings and numerous other
factors. Consequently, in the event that we need to access the credit markets, including refinancing our debt, there can be no assurance that we will be able to obtain financing on acceptable terms or within an acceptable timeframe, if at all. We
may be unable to obtain financing with acceptable terms when needed.



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A downgrade in our credit rating could increase our cost of capital and limit our
access to capital, suppliers or counterparties.

Rating agencies regularly evaluate us, basing their ratings of our
long-term and short-term debt on a number of factors. This includes our financial strength, as well as factors not entirely within our control, including conditions affecting the agricultural industry generally and the wider state of the economy.
There can be no assurance that one or more of our credit ratings will not be downgraded. See Item 7  General Description of Capital Structure  7.3  Debt Ratings.

Our borrowing costs and ability to raise funds are directly impacted by our credit ratings. Credit ratings may be important to suppliers
or counterparties when they seek to engage in certain transactions, including transactions involving over-the-counter derivatives. A credit-rating downgrade could potentially impair our ability to enter into arrangements with suppliers or
counterparties, to engage in certain transactions, and could limit our access to private and public credit markets and increase the costs of borrowing under our existing credit facilities. A downgrade could also limit our access to short-term debt
markets, increase the cost of borrowing in the short-term and long-term debt markets, and trigger collateralization requirements related to physical and financial derivative liabilities.

In connection with certain over-the-counter derivatives contracts and other trading agreements, we could be required to provide additional
collateral or to terminate transactions with certain counterparties in the event of a downgrade of our credit rating. The occurrence of any of the foregoing could adversely affect our ability to execute portions of our business strategy, including
hedging, and could have a material adverse effect on our liquidity and capital position.

Our business is subject to
risks involving derivatives, including the risk that our hedging activities might not prevent losses.

We seek to
manage a portion of the risks relating to changes in commodity prices and foreign currency exchange rates using derivative instruments. Our business, financial condition, results of operations and cash flow could be adversely affected by changes
involving commodity price volatility, adverse correlation of commodity prices, or market liquidity issues.

In order to manage
financial exposure to commodity price and market fluctuations, we may utilize natural gas derivatives to hedge our exposure to the price volatility of natural gas, the principal raw material used in the production of nitrogen-based fertilizers. We
have used fixed-price, forward, physical purchase and sales contracts, futures, financial swaps and option contracts traded in the over-the-counter markets or on exchanges. In order to manage our exposure to changes in foreign currency exchange
rates, we use foreign currency derivatives, primarily forward exchange contracts. Hedging arrangements are imperfect and unhedged risks will always exist.

Our use of derivatives can result in volatility in reported earnings due to the unrealized mark-to-market adjustments that occur from changes in the value of the derivatives that do not qualify for or for
which we do not apply hedge accounting. To the extent that our derivative positions lose value, we may be required to post collateral with our counterparties, thereby negatively impacting our liquidity.

In addition, our hedging activities may themselves give rise to various risks that could adversely affect us. For example, we are exposed
to counterparty credit risk when our derivatives are in a net asset position. We monitor our derivative portfolio and the credit quality of our counterparties and adjust the level of activity we conduct with individual counterparties as necessary.
We also manage the credit risk through the use of multiple counterparties, established credit limits, cash collateral requirements and master netting arrangements. However, our liquidity could be negatively impacted by a counterparty default on
derivative settlements.

Our business is subject to risks involving fluctuations in foreign exchange rates.

A significant shift in the value of the Canadian dollar against the U.S. dollar could impact the earnings of our
Canadian operations, which earn revenues and incur expenses in both U.S. dollars and Canadian



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dollars. The major impact would be to our Canadian potash and to a lesser extent on phosphate operations, on a per-unit cost of product basis, as well as to our corporate overhead costs.
Significant changes in the Canadian dollar can also have a direct impact on our Canadian effective income tax rate.

A
significant shift in the value of the Australian dollar against the U.S. dollar could impact the reported earnings of our Australian operations, which earn revenues mainly in Australian dollars, but report in U.S. dollars.

Our business is subject to risks involving fluctuations in interest rates.

We may be exposed to fluctuations in interest rates as a result of the use of floating rate debt, floating rate credit facilities and
commercial paper. An increase in interest rates could increase our net interest expense and negatively impact our financial results. Additionally, we are exposed to changes in interest rates upon the refinancing of maturing long-term debt and
anticipated future financing needs at prevailing interest rates.

Our insurance coverage may not adequately cover our
losses.

Our operations are subject to hazards inherent in the manufacturing, transportation, storage and distribution
of chemical fertilizers, including ammonia, which is highly toxic and corrosive. These hazards include: explosions; fires; severe weather and natural disasters; train derailments, collisions, vessel groundings and other transportation and maritime
incidents; leaks and ruptures involving storage tanks, pipelines and rail cars; spills, discharges and releases of toxic or hazardous substances or gases; deliberate sabotage and terrorist incidents; mechanical failures; unscheduled downtime; labour
difficulties and other risks. Some of these hazards can cause bodily injury and loss of life, severe damage to or destruction of property and equipment and environmental damage, and may result in suspension of operations and the imposition of civil
or criminal penalties and liabilities.

We maintain property, business interruption, casualty and liability insurance policies,
but we are not fully insured against all potential hazards and risks pertaining to our business. As a result, we may incur significant liability for which we are not fully insured. We are subject to various self-retentions, deductibles and limits
under these insurance policies. The policies also contain exclusions and conditions that could have a material adverse impact on our ability to receive indemnification thereunder. Our policies are generally renewed annually. As a result of market
conditions, our premiums, self-retentions and deductibles for certain insurance policies can increase substantially and, in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage. In addition,
significantly increased costs could lead us to decide to reduce, or possibly eliminate, coverage.

Deterioration of
global market and economic conditions could have a material adverse effect on our business, financial condition, results of operations and cash flow.

A slowdown of, or persistent weakness in, economic activity caused by a deterioration of global market and economic conditions could adversely affect our business in the following ways, among others:
conditions in the credit markets could impact the ability of our customers and their customers to obtain sufficient credit to support their operations; the failure of our customers to fulfill their purchase obligations could result in increases in
bad debts and impact our working capital; and the failure of certain key suppliers could increase our exposure to disruptions in supply or to financial losses. We also may experience declining demand and falling prices for some of our products due
to our customers reluctance to replenish inventories. The overall impact of a global economic downturn on us is difficult to predict, and our business could be materially adversely impacted.

In addition, conditions in the international market for nitrogen fertilizer significantly influence our operating results. The
international market for fertilizers is influenced by such factors as the relative value of the U.S. currency and its impact on the importation of fertilizers, foreign agricultural policies, the existence of, or changes in, import or foreign
currency exchange barriers in certain foreign markets and other regulatory policies of foreign governments, as well as the Canadian laws and policies affecting foreign trade and investment.



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Risks Relating to Our Mining Operations

Our Vanscoy mining operations are subject to general risks inherent in the mining industry.

Our Vanscoy, Saskatchewan mining operations are subject to risks and hazards inherent in the mining industry, including, but not limited
to, unanticipated variations in grade and other geological problems, water conditions, surface or underground conditions, mechanical equipment performance problems, the lack of availability of materials and equipment, the occurrence of accidents,
labour force disruptions, force majeure factors, unanticipated transportation costs, and weather conditions, any of which can materially and adversely affect, among other things, the development of mineral reserves, production quantities and rates,
and costs and expenditures.

Our reported mineral reserves and mineral resources are only estimates.

Our reported mineral reserves and mineral resources are only estimates. See Item 5  Description of the Business  5.3
Mineral Projects. The estimated mineral reserves and mineral resources may not be recovered or may not be recovered at the rates estimated. Mineral reserves and mineral resources estimates are based on limited sampling, and, consequently, are
uncertain because the samples may not be representative. Mineral reserves and mineral resources estimates may require revision (either up or down) based on actual production experience. Market fluctuations in the price of potash, as well as
increased production costs or reduced recovery rates, may render certain mineral reserves and mineral resources uneconomic and may ultimately result in a restatement of estimated resources and/or reserves.

Risks Relating to Our Operations in Foreign Countries

Our international assets are located in countries with volatile conditions, which could subject us and our assets to significant risks.

We are a global business with substantial assets located outside of the United States and Canada. We have operations in a number of South
American and European countries, we have business investments in Egypt and we are dependent on phosphate rock from Morocco. Our reporting currency is the U.S. dollar.

As a result, we are subject to numerous risks and uncertainties relating to international sales and operations, including: difficulties and costs associated with complying with a wide variety of complex
laws, treaties and regulations; abrupt or unexpected changes in regulatory environments; increased government ownership and regulation of the economy; political and economic instability, including the possibility for civil unrest, inflation and
adverse economic conditions resulting from governmental attempts to reduce inflation, such as imposition of higher interest rates and wage and price controls; nationalization of properties or assets by foreign governments; the imposition of tariffs,
exchange controls, trade barriers or other restrictions; and currency exchange rate fluctuations between the U.S. dollar and foreign currencies.

The occurrence of any of the above in the countries in which we operate or elsewhere could jeopardize or limit our ability to transact business there and could adversely affect our revenue and operating
results and the value of our assets located in such countries. In addition, tax regulations, currency exchange controls and other restrictions may also make it impracticable to repatriate cash generated by our foreign operations or utilize cash
generated by our operations in one country to fund our operations or repayments of indebtedness in another country or to support other corporate purposes.

We are exposed to risks associated with our investment in associates and joint ventures.

From time to time, we participate in joint ventures and hold significant investment in other companies. Our joint venture partners share a measure of control over the operations of our joint ventures, and
operations of other companies we invest in are not controlled by us. As a result, our investments in joint ventures and other companies involve risks that are different from the risks involved in owning facilities and operations independently.

These risks include the possibility that our joint ventures or our partners, or companies we invest in: have economic or
business interests or goals that are or become inconsistent with our business interests or goals; are in a position to take action contrary to our instructions, requests, policies or objectives; subject the joint



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venture to liabilities exceeding those contemplated; take actions that reduce our return on investment; or take actions that harm our reputation or restrict our ability to run our business. In
addition, we may become involved in disputes with our joint venture partners, which could lead to impasses or situations that could harm the joint venture, which could reduce our revenues or increase our costs.

We have a 50 percent ownership interest in Profertil, a joint venture with YPF S.A. (YPF), a corporation based in Argentina,
which operates the Profertil nitrogen facility. YPF was nationalized by the Argentine government in 2012 following the creation of the Profertil joint venture, and may have different business and economic interests or policy objectives under
government management than it did in the past. In addition, the Argentine government has imposed restrictions on allowing U.S.-dollar funds to leave Argentina in the form of dividends or loan payments. We will be adversely effected by any
significant difference in YPFs objectives from ours in the operation of the Profertil nitrogen facility, limits on our ability to flow U.S.-dollar funds out of Argentina, as well as any other governmental restrictions on our ability to operate
the Profertil nitrogen facility (see Risks Relating to Our Dependence on Raw Materials and Natural Gas Our nitrogen fertilizer business is dependent on natural gas, the price of which varies across jurisdictions and is subject to
volatility, and the availability of which can be uncertain).

We also hold a 26 percent interest in MOPCO, which
operates a nitrogen facility in Egypt. We have not been able to complete our expansion project at the MOPCO facility (see Risks Relating to Our Operations  We may not be able to complete our capacity expansion projects on schedule, on
budget or at all due to a number of factors, many of which are beyond our control) and, notwithstanding our representation on the board of directors and management of MOPCO, we may not be able to maintain significant influence over the
operations of MOPCO, including the decision to complete the Egyptian Project or start up production in the new facility.

Acts of terrorism and regulations to combat terrorism could negatively affect our business.

Similar to other companies with major industrial facilities, our facilities may be targets of terrorist activities. Many of these
facilities store significant quantities of ammonia and other materials that can be dangerous if mishandled. Any damage to infrastructure facilities, such as electric generation, transmission and distribution facilities, or injury to employees, who
could be direct targets or indirect casualties of an act of terrorism, may affect our operations. Any disruption of our ability to produce or distribute our products could result in a significant decrease in revenues and significant additional costs
to replace, repair or insure our assets.

In addition, due to concerns related to terrorism, local, state, federal and foreign
governments could implement new regulations impacting the security of our plants, terminals and warehouses or the transportation and use of fertilizers. These regulations could result in higher operating costs or limitations on the sale of our
products and could result in significant unanticipated costs, lower revenues and reduced profit margins. It is possible that the Canadian, U.S. or foreign governments could impose additional limitations on the use, sale or distribution of nitrogen
fertilizers, thereby limiting our ability to manufacture or sell those products.

Risks Relating to Compliance with
Environmental Laws and Regulations

Our operations are dependent on numerous required permits, approvals and meeting
financial assurance requirements from governmental authorities.

We hold numerous environmental, mining and other
governmental permits and approvals authorizing operations at each of our facilities. Expansion of our operations is dependent upon securing the necessary environmental or other permits or approvals. A decision by a government agency to deny or delay
issuing a new or renewed material permit or approval, or to revoke or substantially modify an existing permit or approval, could have a material adverse effect on our ability to continue operations at the affected facility.



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We are subject to numerous environmental and health and safety laws, regulations and
permitting requirements, as well as potential environmental liabilities, which may require us to make substantial expenditures.

We are subject to numerous environmental and health and safety laws and regulations in the United States and Canada, including laws and regulations relating to land reclamation; the generation, treatment,
storage, disposal and handling of hazardous substances and wastes; the clean-up of hazardous substance releases; and the demolition of existing plant sites upon permanent closure. In the United States, these laws include the Clean Air Act,
the Clean Water Act, RCRA, CERCLA, and various other federal and state statutes. See the discussion under the heading Environmental Contingencies in Item 5  Description of the Business  5.1 Business of
Agrium  h. Environmental Protection Requirements.

As a company working with chemicals and other hazardous
substances, our business is inherently subject to spills, discharges or other releases of hazardous substances into the environment. Certain environmental laws, including CERCLA, impose joint and several liability, without regard to fault, for
clean-up costs on persons who have disposed of or released hazardous substances into the environment. Given the nature of our business, we have incurred, are incurring currently, and are likely to incur periodically in the future, liabilities under
CERCLA and other environmental clean-up laws at our current or former facilities, adjacent or nearby third-party facilities or offsite disposal locations. See the discussion under the headings Legacy Environmental Remediation Activities:
Idaho Mining Properties and Legacy Environmental Remediation Activities: Manitoba Mining Properties in Item 5  Description of the Business  5.1 Business of Agrium  h. Environmental Protection
Requirements. The costs associated with future clean-up activities that we may be required to conduct or finance may be material. Additionally, we may become liable to third parties for damages, including personal injury and property damage,
resulting from the disposal or release of hazardous substances into the environment.

Violations of environmental and health
and safety laws can result in substantial penalties, court orders to install pollution-control equipment, civil and criminal sanctions, permit revocations and facility shutdowns. Environmental and health and safety laws change rapidly and have
tended to become more stringent over time. As a result, we have not always been and may not always be in compliance with all environmental and health and safety laws and regulations. Additionally, future environmental and health and safety laws and
regulations or reinterpretation of current laws and regulations may require us to make substantial expenditures. Additionally, our costs to comply with, or any liabilities under, these laws and regulations could be significant.

Future regulatory restrictions on greenhouse gas emissions in the jurisdictions in which we operate could materially adversely
affect our business, financial condition, results of operations and cash flows.

We are subject to
GHG regulations in Canada and the United States. There are substantial uncertainties as to the nature, stringency and timing of any future GHG regulations. More stringent GHG limitations, if they are enacted, are likely to have significant impacts
on the fertilizer industry due to the fact that our production facilities emit GHGs such as CO2and N2O.
Increased regulation of GHGs may require us to make changes in our operating activities that would, among other things, increase our operating costs, reduce our efficiency, limit our output, require us to make capital improvements to our facilities,
or increase our costs for or limit the availability of energy, raw materials or transportation.

In addition, to the extent
that GHG restrictions are not imposed in countries where our competitors operate or are less stringent than in the United States or Canada, our competitors may have cost or other competitive advantages over us.

See discussion under the heading Climate Change and Greenhouse Gas Issues in Item 5  Description of the
Business  5.1 Business of Agrium  h. Environmental Protection Requirements.

Future climate change
could adversely affect us.

The prospective impact of potential climate change on our operations and those of our
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include changes in rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities, and changing temperature levels and that these changes could be severe. These
impacts could vary by geographic location. At the present time, we cannot predict the prospective impact of potential climate change on our results of operations, liquidity or capital resources, or whether any such effects could be materially
adverse to us.

We are subject to claims, litigation, administrative proceedings and regulatory actions.

We may be subject to claims, litigation, administrative proceedings and regulatory actions. The outcome of these
matters may be difficult to assess or quantify, and such matters may not be resolved in our favour. If we are unable to resolve such matters favourably, we or our directors, officers or employees may become involved in legal proceedings that could
result in an onerous or unfavourable decision, including fines, sanctions and monetary damages. The defence of such matters may also be costly and time consuming, and could divert the attention of management and key personnel from our operations.
Agrium may also be subject to adverse publicity associated with such matters, regardless of whether such allegations are valid or whether we are ultimately found liable. See Item 12  Legal Proceedings and Regulatory Actions.



|5.3 | MINERAL PROJECTS
|--- | ----------------

a)    Vanscoy Potash Operations

Certain scientific and technical information regarding Vanscoy Potash Operations (VPO) is based on the technical report titled
National Instrument 43-101 Technical Report on Vanscoy Potash Operations dated effective October 31, 2014 (the Technical Report) prepared by Michael Ryan Bartsch, P. Eng., and Dennis Grimm, P. Eng., of Agrium, and A.
Dave Mackintosh, P. Geo., of ADM Consulting Limited, who are each a Qualified Person (collectively, the Authors) as defined in National Instrument 43-101  Standards of Disclosure for Mineral Projects (NI 43-101).
The Technical Report updates the technical report titled National Instrument 43-101 Technical Report on Vanscoy Potash Operations dated February 15, 2012 and with an effective date of December 31, 2011. The economic analysis
set out under the heading  Exploration and Development  Economic Analysis below refers to the incremental one million metric tonne Vanscoy Project and not for VPO in its entirety. VPO is our only material property for
the purposes of NI 43-101. The Technical Report has been filed with the securities regulatory authorities in each of the provinces of Canada and furnished to the SEC. Portions of the following information are based on assumptions, qualifications and
procedures that are not fully described herein. References should be made to the full text of the Technical Report.



|i) | Project Description and Location
|-- | --------------------------------

AGRIUM, a general partnership comprised of Agrium Inc., Agrium Products Inc. and Viridian Fertilizers Limited, all being wholly-owned subsidiaries of Agrium Inc., owns and operates VPO, a potash mining
and milling facility located in Vanscoy, Saskatchewan (southwest of Saskatoon). The operation has been in existence for 45 years and has produced over 49 million tonnes of muriate of potash.

The Saskatchewan Ministry of Energy and Resources (SMER) has granted Agrium the exclusive right to mine
potash on approximately 148,652 acres (601.6 km2) of crown
land pursuant to Subsurface Mineral Leases KL 114-A and KL 204, last revised August 2013. The lands subject to KL 114-A and KL 204, and that are the subject of the Technical Report, form a contiguous area in excess of 189,333 acres (766.2 km2) containing the lands subject to the Subsurface Mineral Leases KL
114-A and KL 204, lands owned by Agrium, and freehold mineral rights owned by others and leased by Agrium (the VPO Lands). Freehold mineral rights not leased by Agrium are not included in the Technical Report. For reporting purposes, the
VPO Lands have been divided into three areas: (1) the Unitized Area containing most of the mining to date; (2) the South Block to the south and east of the shafts (currently under development); and (3) the North Expansion Block north
of the Unitized Area.



36



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##### Table of Contents

The VPO Lands are located in the Province of Saskatchewan, Canada, in the rural
municipalities and National Topographic System of Canada (NTS) blocks indicated in the following table:

Municipal and NTS Block Locations



|            |  |             |  |          
|----------- |  | ----------- |  | ---------
|R.M. Name   |  | R.M. Number |  | NTS Block
|Corman
Park |  | 344         |  | 073B03/02
|Vanscoy     |  | 345         |  | 072O14/15
|Montrose    |  | 315         |  | 072O14/15

The lands subject to KL 114-A are located within townships 34 to 37 of ranges 7 to 9, west of the 3rd
meridian. The lands subject to KL 204 are located within townships 33 and 35 of ranges 6 to 8 west of the 3rd meridian.

Agrium
owns the surface rights to 7,200 acres (2,914 hectares (Ha.)) of land to accommodate the processing facility, tailings management area and provide a surrounding buffer. Useable farm land is rented to local farmers.

All operating licenses required by the provincial government, and permits to operate a tailings area or waste management facility, have
been obtained. Required permits for VPO include the Subsurface Mineral Lease Agreement, Potash Unitization Agreement, Mine Hoist Operating Certificate, Approval to Operate a Pollutant Control Facility, Approval to Dispose of Waste Brine and the
Approved Decommissioning and Reclamation Report.

Agrium has recently completed a material expansion of VPO, referred in this
AIF as the Vanscoy Project. The Vanscoy Project was tied into existing infrastructure by December 31, 2014 and has added 1.0 million tonnes per year of production capacity, with production ramp-up to full production rates occurring in
2017. Increased hoisting capacity, an increase to the underground mining fleet, a second parallel milling facility, additional compaction capacity and other enhancements to the site, support the increase.



|ii) | Accessibility, Climate, Local Resources, Infrastructure and Physiography
|--- | ------------------------------------------------------------------------

The VPO Lands are accessible by the Saskatchewan highway and municipal grid road system. Although grid roads may not have been built in all areas, a one chain (20 metres (m)) road allowance is
provided every one mile (1.6 kilometres (km)) in an east-west direction and every two miles (3.2 km) in the north-south direction. The mine site is serviced by both national railways through one common spur line from the north of the VPO
Lands.

VPO is located in the Saskatchewan Plains Region, which has elevations between 300 m and 600 m above sea level. Land
use is almost totally agricultural, largely in cropland with some unimproved pasture and southern woodland. Prairie winters are long and cold with short, warm summers. Average daily mean temperatures range between -16°C in January to +20°C
in July. Mean annual precipitation averages 430 millimetres (mm) with the majority occurring in the summer months. Winds are predominantly from the northwest throughout the year with mean annual wind speeds of 20 km per hour.

Mining and milling operations continue year round, utilizing a work force that commutes from nearby cities and towns or comes from the
local farming community. The closest major population center is Saskatoon, approximately 25 km northeast of the mine site.

Services are provided by Saskatchewan public utilities with a dedicated 138 KVA electrical power transmission service and natural gas
pipelines. Fresh water, provided by SaskWater, is delivered via pipeline from the South Saskatchewan River.



|iii) | History
|---- | -------

Imperial Oil
first discovered potash in south-eastern Saskatchewan in 1942 during oil exploration activity. In 1950, when oil exploration companies started routinely running gamma logs, the existence of potash rich beds over a vast area in southern Saskatchewan
was indicated.



37



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##### Table of Contents

Consolidated Mining and Smelting Company of Canada Limited,
subsequently Cominco Ltd. (CM&S), carried out an exploration program in 1964, drilling 23 holes in the vicinity of Vanscoy, Delisle, and Asquith, Saskatchewan. Of the 23 drill holes, one hole penetrated a major solution collapse
feature where, although the Prairie Evaporite Formation is present, the potash beds are not. The drilling identified a prospect averaging just over 25% K2O that was large enough to support a mining operation, and Stearns-Roger Canada Ltd. along with J.T. Boyd and Associates
carried out an engineering study in 1965 and a similar capital and operating cost estimate was also completed by Kilborn Engineering Ltd. in December 1965. The mine went into production under CM&S ownership in early 1969.

In 1993, Cominco Fertilizers Ltd. was formed as a separate entity from Cominco Ltd. In 1995, all Cominco involvement in Cominco
Fertilizers Ltd. ceased and shares were transferred to the new entity, Agrium Inc.

In the site history, lease expansions
occurred in 1993 and 2005 to enlarge the total area available for extraction. This brought three additional drill holes into the lease area. The three exploration wells were completed in 1955 and 1957.

In the past 45 years of operating life, 14 additional drill holes and numerous two-dimensional (2D) and three dimensional
(3D) seismic programs have contributed to the understanding of the Prairie Evaporite Formation. Production from the VPO Lands to October 31, 2014 was 49.3 million tonnes of muriate of potash from 145.6 million tonnes
hoisted.



|iv) | Geological Setting
|--- | ------------------

Canadian potash deposits are estimated to be among the largest in the world, stretching some 720 km (450 miles) across
Saskatchewan. The deposits lie diagonally across the southern plains of Saskatchewan gently dipping from approximately 1,000 m depth along a northwest line through Rocanville, Esterhazy and Saskatoon to more than 1,600 m depth at Belle Plaine and up
to 3,000 m depth in North Dakota. The deposit is unique in the world in that the mineralization covers such a vast area. The same beds mined on the west side of Saskatoon are mined over 100 km to the east and can be traced into Manitoba, North
Dakota and Montana.

The Prairie Evaporite Formation forms part of the Elk Point Basin, a sub-basin of the Williston Basin
centered on the northwest corner of North Dakota. The Prairie Evaporite Formation, deposited on the Winnipegosis Formation (limestone), varies in thickness from 120 m (400 feet (ft)) to over 210 m (700 ft) and is overlain by the
2nd Red Bed unit, the lower shale member of the Dawson Bay Formation (limestone).

There are four main potash layers in
Saskatchewan. The first to be deposited was the Esterhazy Member, which is the bed mined at Mosaic Esterhazy and PCS Rocanville. Above this is the White Bear Marker which is not thick enough, or of sufficient grade, to be of commercial value. This
is followed by the Belle Plaine and finally the Lower and Upper Patience Lake. The Lower Patience Lake is mined by Lanigan and the Upper Patience Lake is mined by all other Saskatoon area mines. The Esterhazy Member, being the first potash bearing
bed to be deposited, is stratigraphically the deepest. However, the Rocanville/Esterhazy area mines are shallower than the younger Patience Lake Member mines (Saskatoon area) because of their proximity to the basin edge.

The salt cover between the ore zone and the overlying 2nd Red Beds and Dawson Bay Formation varies from no cover near the evaporite
edge in Manitoba to over 45 m (150 ft) in south-central Saskatchewan. Salt cover is relied upon to isolate the mining level from potential water-bearing limestone formations above the 2nd Red Beds. Similarly, the depth increases to the
southwest from just over 800 m (2,600 ft) in Manitoba to over 1,200 m (4,000 ft) in south-central Saskatchewan.

The local
geology of VPO characteristically mirrors the regional geology. The Upper and Lower Patience Lake and Belle Plaine Members exist throughout the VPO Lands. The Esterhazy Member does not exist in the area but is evidenced by a thin (5 centimetres
(cm) thick) seam containing minor potash values. The mining zone dips gently (less than 0.5°) to the southwest from approximately 500 m to 600 m below sea level. The depth below surface ranges from approximately 1,000 m (3,300 ft) in
the northeast to over 1,130 m (3,700 ft) in the southwest. The salt cover ranges from 12 m (40 ft) to just under 20 m (65 ft) across the lease area.



38



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##### Table of Contents

|v) | Exploration
|-- | -----------

Exploration
work other than drilling has consisted of numerous 2D and 3D seismic programs and underground channel sampling. Seismic exploration has been used to try and delineate solution collapse features to be avoided when mine planning. Initial 2D
acquisition programs, on relatively sporadic time intervals, have been replaced by annual 3D programs that have recently been expanded to shoot the entire areas of interest en masse. Programs have confirmed the continuity of the Prairie Evaporite
Formation and identified features to be avoided, greatly improving the successful completion of mine development entries. In the opinion of the Authors, in order to be categorized as a Measured Mineral Resource, both 3D seismic coverage and
adequately spaced drillhole or assay data points are required.

In addition to drill holes and seismic programs, Agrium
utilizes an underground sampling program to confirm thickness, grade and insolubles. Samples are cut by geologists employed by Agrium and delivered to the Saskatchewan Research Councils (SRC) Geoanalytical Laboratory. The SRC
issues a Sample Shipment Receipt Notification followed soon after by a Sample Receipt Report indicating a complete sample listing, including total numbers and sample labels.



|vi) | Mineralization
|--- | --------------

The
potash deposit is generally a flat-lying, bedded deposit dipping slightly to the southwest. It is amenable to mining using track mounted boring machines, floor or roof mounted conveyor systems and ancillary wheel mounted mining and transport
equipment.

The potash beds at the VPO site are entirely composed of sylvinite, a mixture of KCl and NaCl, and are within a
stratigraphic sequence of halite beds. The same beds mined on the west side of Saskatoon are mined over 100 km to the east. These same beds can be traced into Manitoba, Montana and North Dakota. Despite this remarkable continuity, potash deposits
are not without interruption. Solution activity over geological time has resulted in barren or collapse features that have the potential to introduce water from formations above to the mining level.



|vii) | Drilling
|---- | --------

Original
CM&S Drill Holes

All drilling was carried out following SMER regulations. Drilling was originally carried out by
Canamerican Drilling Corporation. The initial CM&S program set a 10.75 (273 mm) diameter surface casing in a 15 (381 mm) diameter hole to a depth of 450 ft (137 m). From there, a 9 (228 mm) diameter hole was
drilled to a core point just above the Prairie Evaporite Formation. Then, a 7 (177.8 mm) diameter intermediate casing was pinned into the Dawson Bay Formation. Coring was completed in a 6.125 (155 mm) diameter hole. Once complete,
abandonment consisted of cementing the hole from the total depth to 150 ft (45 m) into the intermediate casing. The casing was cut off 40 ft (12 m) above the cement top and retrieved. Subsequent plugs were run from the cement top to
approximately 65 ft (20 m) into the surface casing. The surface casing was then cut off 3 ft (1 m) below the surface, a cap was welded on, and the area was backfilled. A full suite of geophysical logs were run on each hole from
surface to total depth.

Recent VPO Drill Holes

In 1989, hole 2-16-36-8-W3 in the Unitized Area was drilled by Sebco Drilling on behalf of Agrium. A 244.5 mm diameter surface casing was
cemented in at 146 m depth in a 349 mm diameter drill hole. From there, a long string 177.8 mm diameter casing was cemented the full length to 979 m depth in a 222 mm diameter hole. The hole confirmed the VPO mining zone was present at a depth
of 1,021 m.

In 1999, hole 1-24-34-8-W3 in the South Block was completed by Ensign Drilling Services Inc. on behalf of Agrium.
A 244.5 mm diameter surface casing was installed to 150 m depth in a 349 mm diameter hole. From there, a 222.3 mm diameter well was then completed open hole (without casings) to 1,229 m depth with inverted oil emulsion drilling mud. Hole
1-24-34-8-W3 confirmed the potash beds mined at VPO existed at a depth of 1,110 m.



39



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##### Table of Contents

In 2007, hole 4-3-35-7-W3 in the South Block was drilled by Akita Drilling Ltd. on behalf of
Agrium. A 244.5 mm diameter surface casing in a 349 mm diameter hole was cemented to 145 m depth. A 177.8 mm diameter intermediate casing in a 222 mm diameter hole was pinned into the Dawson Bay Formation at 1,092 m depth. The well confirmed the
presence of the mining zone at a depth of 1,112 m.

In 2010 and 2011, 14 drill holes were completed on the VPO Lands in the
south block. A 349.0 mm hole was drilled to 165 m where a 244.5 mm surface casing was set and cemented. The main hole was drilled with a 222.0 mm diameter bit to the top of the Dawson Bay Formation at depths ranging from 1,045 m to 1,075 m. The
Dawson Bay was cored to the middle of the 2nd Red Beds, providing a 101 mm diameter core from a 199 mm diameter hole. A drill stem test was then carried over the complete Dawson Bay. The mud system was changed from brine water to invert mud in order
to core the Prairie Evaporite. A 200 mm diameter hole was then drilled to final depth, approximately 15 m into the underlying Winnipegosis Formation. The hole was geophysically logged from total depth to surface casing. Holes were plugged back to
surface with a total of 5 cement plugs. After required gas checks, the surface casing was cut off approximately 1.5 m below ground level, a cap welded on, and the site restored to pre-drilling condition.

Drilling cutting samples were collected on 5 m intervals from approximately 350 m depth to total depth with one set retained by Agrium and
two sets delivered to the SMER. The evaporite core was logged and sampled on site by ADM Consulting Limited. A quarter core was delivered by ADM Consulting Limited to the SRC Geoanalytical laboratory in Saskatoon for assay, and the remaining three
quarters core delivered to the SMER subsurface laboratory in Regina by Blackies Coring.

Composite grades of all the
drill holes over the 3.35 m mining interval are shown in the table below. These intervals represent true thickness.



|              |  |                    |         |  |                  |  |         |             |  |  |            |  |  |                   |      |  |            |  |     |  |  |  |      | 
|------------- |  | ------------------ | ------- |  | ---------------- |  | ------- | ----------- |  |  | ---------- |  |  | ----------------- | ---- |  | ---------- |  | --- |  |  |  | ---- | 
|Drill Hole ID |  | CompositeFrom (ft) |         |  | CompositeTo (ft) |  |         | Comp. %NaCl |  |  | Comp. %KCl |  |  | Comp. %Insolubles |      |  | Comp. %K2O | 
|              |  |                    |         |  |                  |  |         |             |  |  |            |  |  |                   |      |  |            | 
|D15-32-34-8   |  |                    | 1,121.0 |  |                  |  | 1,124.4 |             |  |  | 82.2       |  |  |                   | 10.3 |  |            |  | 5.9 |  |  |  | 6.5  | 
|D16-28-34-8   |  |                    | 1,114.0 |  |                  |  | 1,117.3 |             |  |  | 48.4       |  |  |                   | 46.5 |  |            |  | 4.3 |  |  |  | 29.4 | 
|E04-11-35-9   |  |                    | 1,140.0 |  |                  |  | 1,143.4 |             |  |  | 52.1       |  |  |                   | 38.8 |  |            |  | 7.1 |  |  |  | 24.5 | 
|E04-12-35-9   |  |                    | 1,132.3 |  |                  |  | 1,135.7 |             |  |  | 48.2       |  |  |                   | 43.4 |  |            |  | 6.7 |  |  |  | 27.4 | 
|E04-24-35-9   |  |                    | 1,096.9 |  |                  |  | 1,100.3 |             |  |  | 45.5       |  |  |                   | 46.2 |  |            |  | 7.0 |  |  |  | 29.2 | 
|E04-36-35-9   |  |                    | 1,083.6 |  |                  |  | 1,087.0 |             |  |  | 43.6       |  |  |                   | 46.0 |  |            |  | 7.8 |  |  |  | 29.1 | 
|E16-22-35-9   |  |                    | 1,115.4 |  |                  |  | 1,118.8 |             |  |  | 46.4       |  |  |                   | 47.4 |  |            |  | 5.0 |  |  |  | 29.9 | 
|V04-10-35-8   |  |                    | 1,076.9 |  |                  |  | 1,080.2 |             |  |  | 50.4       |  |  |                   | 41.6 |  |            |  | 6.4 |  |  |  | 26.3 | 
|V04-18-35-8   |  |                    | 1,090.7 |  |                  |  | 1,094.0 |             |  |  | 52.1       |  |  |                   | 40.8 |  |            |  | 5.6 |  |  |  | 25.8 | 
|V04-20-35-8   |  |                    | 1,076.8 |  |                  |  | 1,080.1 |             |  |  | 50.6       |  |  |                   | 41.6 |  |            |  | 4.8 |  |  |  | 26.3 | 
|V04-22-35-8   |  |                    | 1,081.6 |  |                  |  | 1,085.0 |             |  |  | 48.8       |  |  |                   | 47.0 |  |            |  | 3.5 |  |  |  | 29.7 | 
|V04-24-35-8   |  |                    | 1,079.8 |  |                  |  | 1,083.2 |             |  |  | 94.4       |  |  |                   | 2.5  |  |            |  | 5.2 |  |  |  | 1.6  | 
|V04-28-35-8   |  |                    | 1,043.7 |  |                  |  | 1,047.0 |             |  |  | 51.9       |  |  |                   | 44.5 |  |            |  | 2.7 |  |  |  | 28.1 | 
|V04-34-35-8   |  |                    | 1,052.8 |  |                  |  | 1,056.2 |             |  |  | 51.7       |  |  |                   | 42.4 |  |            |  | 4.4 |  |  |  | 26.8 | 
|V11-16-35-8   |  |                    | 1,077.9 |  |                  |  | 1,081.3 |             |  |  | 51.5       |  |  |                   | 41.3 |  |            |  | 5.6 |  |  |  | 26.1 | 
|V13-01-35-8   |  |                    | 1,096.0 |  |                  |  | 1,099.4 |             |  |  | 47.3       |  |  |                   | 45.7 |  |            |  | 5.8 |  |  |  | 28.9 | 
|V13-11-35-8   |  |                    | 1,069.9 |  |                  |  | 1,073.3 |             |  |  | 47.7       |  |  |                   | 45.3 |  |            |  | 5.5 |  |  |  | 28.6 | 
|V13-16-35-8   |  |                    | 1,074.7 |  |                  |  | 1,078.0 |             |  |  | 50.6       |  |  |                   | 42.0 |  |            |  | 6.0 |  |  |  | 26.5 | 
|V13-23-35-8   |  |                    | 1,050.1 |  |                  |  | 1,053.4 |             |  |  | 49.5       |  |  |                   | 45.8 |  |            |  | 3.9 |  |  |  | 28.9 | 
|V14-29-35-8   |  |                    | 1,048.0 |  |                  |  | 1,051.3 |             |  |  | 53.4       |  |  |                   | 41.0 |  |            |  | 4.3 |  |  |  | 25.9 | 
|V16-06-35-8   |  |                    | 1,095.4 |  |                  |  | 1,098.8 |             |  |  | 50.8       |  |  |                   | 43.4 |  |            |  | 4.3 |  |  |  | 27.4 | 
|V16-08-35-8   |  |                    | 1,083.8 |  |                  |  | 1,087.2 |             |  |  | 47.6       |  |  |                   | 44.3 |  |            |  | 6.3 |  |  |  | 28.0 | 



40



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##### Table of Contents

|              |  |                    |          |  |                  |  |          |             |  |  |            |  |  |                   |      |  |            |  |     |  |  |  |      | 
|------------- |  | ------------------ | -------- |  | ---------------- |  | -------- | ----------- |  |  | ---------- |  |  | ----------------- | ---- |  | ---------- |  | --- |  |  |  | ---- | 
|Drill Hole ID |  | CompositeFrom (ft) |          |  | CompositeTo (ft) |  |          | Comp. %NaCl |  |  | Comp. %KCl |  |  | Comp. %Insolubles |      |  | Comp. %K2O | 
|              |  |                    |          |  |                  |  |          |             |  |  |            |  |  |                   |      |  |            | 
|2-16-36-8     |  |                    | 1,022.48 |  |                  |  | 1,025.81 |             |  |  | 52.3       |  |  |                   | 42.2 |  |            |  | 5.4 |  |  |  | 26.7 | 
|1-24-34-8     |  |                    | 1,110.57 |  |                  |  | 1,114.13 |             |  |  | 55.1       |  |  |                   | 40.6 |  |            |  | 4.3 |  |  |  | 25.7 | 
|4-3-35-7      |  |                    | 1,119.06 |  |                  |  | 1,122.41 |             |  |  | 49.6       |  |  |                   | 44.2 |  |            |  | 6.2 |  |  |  | 27.9 | 
|1-21-34-7     |  |                    | 1,106.61 |  |                  |  | 1,109.96 |             |  |  | 50.7       |  |  |                   | 43.8 |  |            |  | 5.5 |  |  |  | 27.7 | 
|1-11-35-7     |  |                    | 1,100.38 |  |                  |  | 1,103.73 |             |  |  | 49.5       |  |  |                   | 46.5 |  |            |  | 4   |  |  |  | 29.4 | 
|1-15-35-7     |  |                    | 1,075.48 |  |                  |  | 1,078.83 |             |  |  | 64.4       |  |  |                   | 28.8 |  |            |  | 6.8 |  |  |  | 18.2 | 
|1-29-34-7     |  |                    | 1,110.55 |  |                  |  | 1,113.9  |             |  |  | 81.4       |  |  |                   | 14.4 |  |            |  | 4.2 |  |  |  | 9.1  | 
|8-7-34-7      |  |                    | 1,124.55 |  |                  |  | 1,127.9  |             |  |  | 66.4       |  |  |                   | 30.2 |  |            |  | 3.4 |  |  |  | 19.1 | 
|8-11-35-7     |  |                    | n/a      |  |                  |  | n/a      |             |  |  | n/a        |  |  |                   | n/a  |  |            |  | n/a |  |  |  | n/a  | 
|13-9-34-7     |  |                    | n/a      |  |                  |  | n/a      |             |  |  | n/a        |  |  |                   | n/a  |  |            |  | n/a |  |  |  | n/a  | 
|13-23-34-7    |  |                    | 1,105.44 |  |                  |  | 1,108.79 |             |  |  | 50.8       |  |  |                   | 42.4 |  |            |  | 6.8 |  |  |  | 26.8 | 
|15-28-34-8    |  |                    | 1,116.69 |  |                  |  | 1,120.04 |             |  |  | 51.6       |  |  |                   | 43.4 |  |            |  | 5   |  |  |  | 27.4 | 
|16-26-34-7    |  |                    | 1,098.31 |  |                  |  | 1,101.66 |             |  |  | 47.4       |  |  |                   | 46.4 |  |            |  | 6.2 |  |  |  | 29.3 | 
|4-5-34-7      |  |                    | 1,122.66 |  |                  |  | 1,126.01 |             |  |  | 50.9       |  |  |                   | 43.1 |  |            |  | 6   |  |  |  | 27.2 | 
|6-3-34-7      |  |                    | 1,110.85 |  |                  |  | 1,114.2  |             |  |  | 55.2       |  |  |                   | 39.6 |  |            |  | 5.2 |  |  |  | 25   | 
|12-31-34-7    |  |                    | 1,093.65 |  |                  |  | 1,097.00 |             |  |  | 57.6       |  |  |                   | 38.8 |  |            |  | 3.6 |  |  |  | 24.5 | 
|13-35-33-8    |  |                    | 1,138.22 |  |                  |  | 1,141.57 |             |  |  | 51.8       |  |  |                   | 42.3 |  |            |  | 5.9 |  |  |  | 26.7 | 
|16-6-37-8     |  |                    | 1,023.27 |  |                  |  | 1,026.62 |             |  |  | 58         |  |  |                   | 38.8 |  |            |  | 3.2 |  |  |  | 24.5 | 
|13-22-36-8    |  |                    | 1,020.69 |  |                  |  | 1,024.04 |             |  |  | 53.9       |  |  |                   | 43.7 |  |            |  | 2.4 |  |  |  | 27.6 | 

North Expansion Wildcat Drill Holes

North Expansion Wildcat Drill Holes were drilled between 1955 and 1957. Canamerican Drilling Company completed two of the holes and Rio
Palmer drilled one. Typically, a 10.75 diameter surface casing was installed in a 13.75 or 15 diameter hole to between 360 and 400 ft depth. From there, a 5.5 or 7 diameter intermediate casing was installed in either a
7 or 9 diameter hole into the 2nd Red Beds near 3,300 ft depth with either cement or an anchor packer. These three holes confirmed the presence of the mining zone within the Prairie Evaporite Formation.



|viii) | Sampling and Analysis
|----- | ---------------------

The 2010 and 2011 holes were all logged and sampled at the well site by ADM Consulting Limited in a lab trailer provided by Blackies
Coring of Estevan, Saskatchewan. In general, the core was logged, depth corrected using geophysical logs, convenient sample lengths of 0.25 m to 0.5 m were chosen based on geological changes and existing core breaks, and the intervals measured.
Sample intervals were chosen by ADM Consulting Limited and a quarter core was removed either by cutting the core in half along the length of the sample, and one half cut into quarters, or a quarter cut out using a diamond bladed cut-off saw. The
quarter core was numbered, bagged and tagged for assay purposes by an employee of Agrium and checked by ADM Consulting Limited. The remaining three quarters were returned to the core box.

Before transport, a packing slip was filled out identifying the drill hole and sample numbers being transported. Samples were transported
to SRCs Geoanalytical Laboratories in Saskatoon, Saskatchewan. SRC is accredited by the Standards Council of Canada. Transport was carried out by ADM Consulting Limited on behalf of Agrium.

Upon receiving the samples, SRC acknowledged that the samples had been received and issued a Sample Shipment Receipt
Notification followed soon after by a Sample Receipt Report indicating a complete sample listing, including total numbers and sample labels. The samples were at all times in the possession of a responsible person.



41



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##### Table of Contents

Underground Samples

Underground channel sampling programs are carried out by employees of Agrium. Samples are obtained by cutting two slots in the mine wall,
approximately five centimeters apart and three centimeters deep, from approximately 15 cm above the normal mining zone down to below the normal mining height of 3.35 m. Horizontal slots are then cut across the verticals to isolate mud seams and
noticeable changes in mineralogy to create blocks that are typically 7.5 to 10 cm long. The blocks are removed from the wall with a hammer and chisel. Often, a number of blocks (typically up to three) are combined into one sample interval. The mass
of material obtained for assay is very similar to that obtained from a quarter core.

Samples are transported to the SRC
Geoanalytical Laboratory by an employee of Agrium and subject to the same documentation procedures as described above.

All VPO
drilled hole and underground samples received by the SRC are then crushed, split, and a portion pulverized in a grinding mill. The remainder of the split is returned to Agrium. As part of their Quality Assurance and Quality Control procedures, one
in every 20 samples is repeated. A prepared standard sample is also submitted with each batch of client samples. This is done to ensure repeatability of the analyses. The range in results is within the acceptable tolerance.



|ix) | Mineral Resource and Mineral Reserve Estimates
|--- | ----------------------------------------------

The table below summarizes the mineral resource estimates regarding VPO as of August 8, 2014:



|                      |  |                  |      |  |              |  |     |                                             |  |  |                                              |  |  |                                             |       |  |  |  |       | 
|--------------------- |  | ---------------- | ---- |  | ------------ |  | --- | ------------------------------------------- |  |  | -------------------------------------------- |  |  | ------------------------------------------- | ----- |  |  |  | ----- | 
|Area                  |  | Grade
Est. % K2O |      |  | % Insolubles |  |     | Measured
Mineral
Resources
(million tonnes) |  |  | Indicated
Mineral
Resources
(million tonnes) |  |  | Inferred
Mineral
Resources
(million tonnes) |      
|South Block           |  |                  | 23.4 |  |              |  | 5.0 |                                             |  |  | 687.0                                        |  |  |                                             |      |  |  |  |      | 
|South Block           |  |                  | 25.4 |  |              |  | 5.2 |                                             |  |  |                                             |  |  |                                             | 214.9 |  |  |  |      | 
|South Block           |  |                  | 24.9 |  |              |  | 5.2 |                                             |  |  |                                             |  |  |                                             |      |  |  |  | 962.1 | 
|North Expansion Block |  |                  | 26.8 |  |              |  | 3.9 |                                             |  |  |                                             |  |  |                                             |      |  |  |  | 79.2  | 

Notes:

(1) Grades are based on the block model estimate.

(2) Insolubles are a deleterious material affecting mineral processing.

(3) Mineral resources that are not mineral reserves do not have demonstrated economic viability.

The table below summarizes the mineral reserves estimates regarding VPO as of August 31, 2014:



|              |  |                  |      |  |              |  |     |                                           |  |  |                                             |  |  |  |      | 
|------------- |  | ---------------- | ---- |  | ------------ |  | --- | ----------------------------------------- |  |  | ------------------------------------------- |  |  |  | ---- | 
|Area          |  | Grade
Est. % K2O |      |  | % Insolubles |  |     | Mineral Reserves  Proven(million tonnes) |  |  | Mineral Reserves  Probable(million tonnes) | 
|South
Block   |  |                  | 25.8 |  |              |  | 4.8 |                                           |  |  | 122.9                                       |  |  |  |     | 
|South
Block   |  |                  | 24.3 |  |              |  | 4.8 |                                           |  |  |                                            |  |  |  | 56.4 | 
|Unitized
Area |  |                  | 25.2 |  |              |  | 4.9 |                                           |  |  | 52.8                                        |  |  |  |     | 

Note:



|(1) | Grades determined using Vulcan block model.
|--- | -------------------------------------------

For a complete description of key assumptions and parameters associated with the information above, reference should be made to the full text of the Technical Report.



|x) | Mining Operations
|-- | -----------------

In the
mine, borer style miners are used to mechanically excavate the rock and load it directly onto a series of interconnected conveyor belts. The broken ore is then transported to a shaft where it is hoisted from underground to surface at a capacity of
1,800 tonnes per hour and fed to the mill. The mine is accessed using a fleet of 4x4 trucks and a network of roads that stretches 11 km north, 11 km south and 14 km east of the shaft. The borer miners are 3.35 m high, 5.5 m wide and use two, three
armed rotors to cut the rock. The miners can advance at about 30 cm (1 ft) per minute and will mine tunnels up to 2,200 m long and 10.2 m wide. The potash ore being mined contains about 40% potassium chloride (potash), 55% sodium chloride
(common salt) and 5% insolubles.



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Production Forecast

Significant changes to the processing facility have been introduced by the Vanscoy Project. The annual production
rate will be increased to 2,800,000 tonnes from the existing 1,800,000 tonnes of product. The circuit is designed to process a range of ore grades between 22.0% K2O to 25.5% K2O, with an average expected grade of 24.6% K2O. The nominal milling rate will be 1,084 tonnes per hour (operating 24 hours per day). VPO produces an agricultural grade
muriate of potash with an average product grade of 60.6% K2O
(the product grade must exceed 60.0% K2O to achieve the
product specification). The design product split will be 75% Premium (2,100,000 tonnes per annum) and 25% Non-Premium (700,000 tonnes per annum). The amenability of the VPO ore body to recover and concentrate potash has been well established by the
long processing history of the plant. Given the remarkable continuity of the Prairie Evaporite Formation potash beds the relative ease of concentration is not expected to change. The process improvements introduced by the Vanscoy Project are
supported by bench and pilot scale test work. Furthermore, industry proven technology with a minimum of one year of successful use within the potash industry has been used in the design to improve the recovery to 87%.

The increased production and recovery will be accomplished through modifications to the existing circuits by installation of new crushing,
attrition scrubbing, slimes separation, scavenger flotation and brine handling circuits and the installation of additional flotation and compaction circuit capacity. There have also been enhancements to the existing ore storage, crystallization and
loadout circuits.

Markets

Agrium is North Americas third largest producer of potash. Global potash deposits are highly concentrated in only a few specific regions in the world. The worlds largest known potash deposits
are located in Saskatchewan, Canada, and Canada accounted for approximately 35 percent of the global potash trade in 2014.

Agrium is a major wholesale distributor of crop nutrition products with demonstrated capabilities to transport and store large product
volumes in the United States and Canada and is well positioned to market increased potash sales volumes in North America. Agrium also is the largest retail supplier of crop input products and services to farmers in North America. As our Retail
business expands, we expect its potash supply requirements will also increase.

Contracts

VPO is an established production facility and as such has established contracts in numerous areas to support the operation.

Long term transportation agreements with Canadas two major railways (Canadian National Railway and Canadian Pacific Railway) are in
place and managed through a centralized marketing and distribution team within the Wholesale business unit. Truck transport is arranged by the customer, but coordination can be provided by Agrium.

Significant sales agreements do exist and are continuously monitored and negotiated internally. International sales (outside the United
States and Canada) of potash produced by Agrium are distributed through the export marketing consortium, Canpotex, which is equally owned by Potash Corporation of Saskatchewan, the Mosaic Company and Agrium. Canpotex has a long history of being a
reliable supplier to international markets and of proven marketing capabilities that will grow as its ownership group expands its production capacities and volumes available for export outside the North American market. Other major potash exporting
countries include Russia, Belarus and Germany.

Agriums existence throughout the value chain is a significant competitive
advantage. Access to significant retail customers solidifies North American sales which is especially important during periods of market disruption. Closer to the operation, supply contracts for critical operating supplies and reagents are
continuously reviewed to maintain optimal supply and to optimize pricing.



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Environmental Considerations

The by-products of potash extraction are insoluble fine tailings (clay) and salt tailings. The Tailings Management Area (TMA)
is the final destination for these tailings. With an increase in potash production, there will be a corresponding increase in tailings deposition rates. Agrium has conducted a review of its TMA and developed a plan to extend the current tailings
operations through 2077 in the currently approved footprint. As part of the Vanscoy Project, the following scope was completed: relocated and increased the size of its brine pond, relocated and increased the size of the fine tailings management
area, and planned for significantly higher salt pile heights.

A slope stability study is underway to fully understand the
sensitivities of containment dyke geometries, deposition rates and duration, and brine mound effect on pore water pressures in the underlying soils. Additional slope inclinometers and pore water pressure transmitters will be installed in key areas
of the pile to monitor pile stability.

Salt deposition is partly offset by excess brine injection into the Deadwood Formation
and a road salt operation actively removing tailings from the pile.

Agrium is in compliance with all environmental permitting
requirements. The site is currently permitted by the Saskatchewan Ministry of the Environment pursuant to The Environmental Management and Protection Act, 2002 and the Clean Air Act.

The operating potash mines have agreed to provide the Province of Saskatchewan with financial assurances in the form of an irrevocable
trust, whereby each producer has agreed to contribute a total of CDN $25-million to their respective trusts for the purpose of decommissioning, restoring and rehabilitating their mines site(s). Agrium has
funded approximately CDN $1.9-million as of July 1, 2014 and will continue to fund this trust over the next 12 years.

Taxes

Royalties are paid to the Province of Saskatchewan, which holds most of the mineral rights in the lease area, and royalties from non-Crown lands are paid to various freeholders of mineral rights in the
area. The royalty rate calculation is governed by the Subsurface Minerals Regulations, 1960(Saskatchewan) and varies as a function of selling price, mineral grade, exchange rate, source of ore tonnes, plus other factors.

Municipal taxes are paid based on site property values to the Rural Municipality of Vanscoy. VPO also pays a potash production
tax to the Province of Saskatchewan following a formula based on sales and profits from Saskatchewan operations. In addition to this, VPO pays corporate income taxes based on corporate profits from all operations.

Mine Life

After 45 years of production, VPO has a Mineral Reserve remaining of 232.1 million tonnes (Proven Mineral Reserve of 175.7 million tonnes grading 25.6% K2O and Probable Mineral Reserve of 56.4 million tonnes grading 24.3%
K2O). The Proven and Probable Reserve estimation is
sufficient for approximately 29 years of mining life at the expanded rate of 2.8 million tonnes of product per year.

Measured Mineral Resources of 687.0 million tonnes grading 23.4%
K2O and Indicated Mineral Resource of 214.9 million
tonnes grading 25.4% K2O has the potential to add a further
32 years.



|xi) | Exploration and Development
|--- | ---------------------------

It is reasonable to expect that a significant portion of the Inferred Mineral Resources will be upgraded to Indicated Mineral Resources and Measured Mineral Resources as exploration programs are
undertaken in the North Expansion Block and South Block. This has the potential to significantly increase mine life.

Capital and Operating Cost Estimates

The VPO site has been in operation since 1969. In the years immediately preceding this, major capital investment was made to bring the mine into production. Since then, capital expenditures have been made



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on a regular and ongoing basis to sustain and expand production. The Vanscoy Project was announced in 2011 whereby VPO would be expanded to increase operational capacity to a total of
2.8 million tonnes muriate of potash product per year. The Vanscoy Project cost is approximately U.S.$2.33-billion. Engineering commenced in 2010 and initial early work construction started in 2011. It is estimated that full production will be
achieved in 2017. A summary of the expansion costs is outlined in the table below:



|                                                  |  |                 
|------------------------------------------------- |  | ----------------
|Capital Costs                                     |  | (billions U.S.$)
|Shaft headframe and above ground mining buildings |  | 0.19            
|Surface ore handing                               |  | 0.23            
|Ancillary buildings (offices/shops etc.)          |  | 0.02            
|Underground equipment and
development             |  | 0.14            
|Process plants                                    |  | 1.05            
|Compaction                                        |  | 0.40            
|Infrastructure                                    |  | 0.23            
|Product loadout                                   |  | 0.07            
|Total:                                            |  | 2.33(1)         

Note:



|(1) | Excludes investigation costs and engineering studies completed prior to our board of directors approval of the Vanscoy Project.
|--- | --------------------------------------------------------------------------------------------------------------------------------

Operating costs for the facility are largely driven by labor requirements. As we expand production, more equipment and manpower resources
are required in both the mine and mill facilities to cover production, maintenance and administrative requirements. Additionally, as the mine transitions into deeper sections of the ore body in the South Block, and eventually into KL 204, mine
rehabilitation costs are expected to increase to deal with the impact of increased ground pressure. These costs are expected to manifest themselves in both equipment and manpower and have been included in forecast projections. These and other
adjustments, such as reagent usage, have been reflected in operating cost estimates that are updated annually for a forward looking period of 20 years. These projections result in cost per tonne projections that are expected to peak during the
period of intense ramp-up before decreasing and levelling off at a more normalized level once full production rates are attained.

Economic Analysis

In developing the economic
analysis, a discounted cash flow (DCF) model was employed to determine the net present value (NPV) and internal rate of return (IRR) of the one million metric tonne Vanscoy Project. The discounted cash flow model
yields a NPV for the Vanscoy Project of U.S.$126-million at a discount rate of 9% and an IRR of 9.51%. It is assumed that the Vanscoy Project has been financed with internally generated cash flow and no allowance has been made for debt financing in
this analysis. The economic analysis of the Vanscoy Project was performed on an after-tax basis. Agrium pays federal and provincial income taxes based on profits from operations. Royalties are paid to the province of Saskatchewan based on muriate
tonnes produced, the raw ore grade and the weighted average net selling price of potash for the production month in question. In addition, Agrium pays a potash production tax and a resource surcharge to the Government of Saskatchewan. The potash
production tax is calculated based on profit per K2O tonne at
a rate of 15% up to CDN $40 per tonne indexed to 1989 GDP (approximately CDN $65 per tonne for 2013) and 35% on the remainder of the profits. As part of the potash production tax, Agrium may be subject to a base payment. The base payment amount is
CDN $11.00 to CDN $12.33 per K2O tonne. Allowable deductions
include royalties and 1% of gross revenue for the year. In 2013, the base payment amount was zero. Property taxes are paid according to property values and were CDN $3.8-million in 2013. Currently,
Saskatchewan provincial sales tax is 5%.

A DCF model requires the use of forecasts for economic inputs and the impact of
economic inputs on model results can vary significantly. A sensitivity analysis was performed to determine the impact of changes in the key assumptions on the resulting incremental NPV of the expansion. The sensitivity ranges



45



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chosen were: price of +/- $50 per tonne Brazil cost and freight, foreign exchange rate of +/- $10 U.S/CDN and production ramp-up (2016) at +/- 200 thousand metric tonnes. Model
assumptions including a production schedule and economic metrics are shown in the table below:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                   |     |  |                 |      |                      |                   |  | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --- |  | --------------- | ---- | -------------------- | ----------------- |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                   |    
|Year                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | ProductionKCI     |     |  | FX              |      | Investmentcapital(1)
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | (million tonnes)  |     |  | (U.S.$  CDN $) |      | (millions U.S.$)    
|2012                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                   | 1.4 |  |                 | 1.00 |                      | $471             
|2013                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                   | 1.7 |  |                 | 1.03 |                      | $782             
|2014                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                   | 1.1 |  |                 | 1.10 |                      | $875             
|2015                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                   | 2.1 |  |                 | 1.12 |                      | $210             
|2016                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                   | 2.4 |  |                 | 1.11 |                      | $               
|2017 and
thereafter                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                   | 2.8 |  |                 | 1.11 |                      | $               
|Notes: (1)    Includes shaft
and headframe, ore handling, buildings, underground equipment, process plants, compaction, infrastructure and loadout. (2)    Mine life of 61 years at expansion production rates.                                                                                                                                                                                                                                                
|Vanscoy Project Economics                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                   |     |  |                 |      |                      |                  
|NPV 9%                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | U.S.$126-million  |     |  |                 |      |                      |                   |  | 
|IRR                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | 9.51%             |     |  |                 |      |                      |                   |  | 
|Simple payback (from 2015)                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | 10.4 years        |     |  |                 |      |                      |                   |  | 
|Notes:  (1)    Valuation date of December 31, 2011. (2)    Potash revenue from 2015 through 2025 is based on the potash price forecast published by FERTECON Limited, an independent consulting agency. Potash revenue for 2026 and beyond
is based on potash prices that are reflective of a break-even replacement cost economics for a generic Saskatchewan potash project. (3)    Annual cash flows derived from the Vanscoy Project result in a 9.51% IRR.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                   |     | 
|Price Sensitivity                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                   |     |  |                 |      |                      |                   |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                   |     | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | -$50/tonne        |     |  | base            |      |                      | +$50/tonne        |  | 
|NPV 9% (millions U.S.$)                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | -$309             |     |  | $              |      |                      | $302              |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                   |     | 
|Foreign Exchange Sensitivity                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                   |     |  |                 |      |                      |                   |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                   |     | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | -$.10 U.S.$-CDN $ |     |  | base            |      |                      | +$.10 U.S.$-CDN $ |  | 
|NPV 9% (millions U.S.$)                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | -$61              |     |  | $              |      |                      | $48               |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                   |     | 
|Production Ramp-up Sensitivity                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                   |     |  |                 |      |                      |                   |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                   |     | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | -200 kmt in 2016  |     |  | base            |      |                      | +200 kmt in 2016  |  | 
|NPV 9% (millions U.S.$)                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | -$26              |     |  | $              |      |                      | $26               |  | 



|b) | Phosphate Operations
|-- | --------------------

The
principal raw materials used in the production of phosphate fertilizers are phosphate ore, ammonia and sulfur (or sulfuric acid). Agrium produces final saleable phosphate fertilizers at two separate operations: (i) the Conda Phosphate Operation
(CPO) located outside of Soda Springs, Idaho, USA; and (ii) the Redwater Phosphate Operation (RPO) located outside of Edmonton, Alberta, Canada. CPO and RPO are not material to the Company for the purposes of NI 43-101.

The CPO facility consists of a beneficiation mill to produce the rock concentrate as well as the fertilizer plant. The
phosphate ore for CPO is supplied by a number of Agriums mines located northeast of the CPO plant while the rock concentrate for RPO is currently supplied through a long-term phosphate rock supply agreement with OCP which extends to 2020.
Agriums minimum commitment is to purchase 800,000



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##### Table of Contents

tonnes in 2015 and 798,000 tonnes from 2016 to 2018, with any potential subsequent volumes to be determined in 2016. To facilitate the import of phosphate rock, Agrium entered into a freight
contract extending to 2018, with a total commitment of $126-million at December 31, 2014. In the fourth quarter of 2013, an import terminal to facilitate handling and delivery of this phosphate rock supply was completed on the West Coast of
Canada. See General Development of the Business  Three Year History  2013.

Agriums Kapuskasing
Phosphate Operation (KPO) ceased supplying rock concentrate to RPO in June 2013 upon economic exhaustion of remaining ore and the mine was permanently closed. It is currently in the remediation phase with the intent to relinquish mining
leases back to the crown upon completion. At December 31, 2014, our provision for remediation costs at KPO is $19-million.

During 2014, Agrium updated its Rasmussen Valley Reserve estimate based on new drilling information and an optimized mine plan. This
updated information increased the reserves at Rasmussen Valley from 6.4 million tonnes to 10.1 million tonnes. Agriums updated total Mineral Reserves for CPO are summarized in the Total Reserve Estimates table below. The Total
Resource Estimates table is a summary for CPO only. This is due to the fact that KPO was completely mined out in 2013, and therefore has no associated resources remaining.

The table below summarizes the mineral reserves estimates regarding CPO as at December 31, 2014:



|                               |  |                      |            |  |        |  |      |                      |  |  |     | 
|------------------------------ |  | -------------------- | ---------- |  | ------ |  | ---- | -------------------- |  |  | --- | 
|Mining Operation               |  | Ore Tons
(metric)(1) |            |  | %
P2O5 |  |      | Mine Life
(years)(2) | 
|CPO Proven & Probable Reserves |  |                      | 19,978,364 |  |        |  | 25.0 |                      |  |  | 9.3 | 



|Notes: | 
|------ | 



|(1) | The concentration of recoverable mined ore tonnes 2.04 million wet tonnes mined to 1.28 million dry tonnes of beneficiated rock at 29.6% P2O5 is 62.8% for CPO (three-year running averages).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Estimates are based upon proven and probable reserves and average annual mining rates of approximately 2.15 million tonnes for CPO.
|--- | -----------------------------------------------------------------------------------------------------------------------------------

The table below summarizes the mineral resources estimates regarding CPO as at December 31, 2013:



|                 |  |                         |          |  |                   |  |            |        |  |  |                   |  |  |  |     | 
|---------------- |  | ----------------------- | -------- |  | ----------------- |  | ---------- | ------ |  |  | ----------------- |  |  |  | --- | 
|Mining Operation |  | Resource
Classification |          |  | Ore Tons
(metric) |  |            | %
P2O5 |  |  | Mine Life
(years) | 
|CPO              |  |                         | Inferred |  |                   |  | 18,000,000 |        |  |  | 25.10             |  |  |  | 7.3 | 

ITEM 6  DIVIDENDS

Agriums present intention is to pay regular dividends on its common shares. We commenced payment of a semi-annual cash dividend of U.S. $0.055
per share in 1996. In December 2011, the Company approved a quadrupling of the semi-annual cash dividend to U.S. $0.225 per share. In June 2012, Agrium approved more than doubling the semi-annual cash dividend to U.S. $0.50 per share and in December
2012 the Company announced the move to a quarterly dividend payment schedule and doubled the cash dividend again to quarterly dividends of U.S. $0.50 per share. In September 2013, Agrium approved increasing the quarterly dividend to U.S. $0.75 per
share. In December 2014, the Board of Directors approved increasing the quarterly dividend to U.S. $0.78 per share. The declaration, amount and date of payment of dividends are determined by the Board of Directors from time to time and will be
subject to earnings and financial requirements, and other conditions prevailing at that time.

The following table sets forth the dividends
per share declared on the Companys common shares in each of the last three most recently completed fiscal years:



|                             |  |                  |      | 
|---------------------------- |  | ---------------- | ---- | 
|Dividends per Share
Declared | 
|                             |  | Per Common Share |     
|2012                         |  | $                | 1.00 | 
|2013                         |  | $                | 2.50 | 
|2014                         |  | $                | 3.03 | 

Our dividend policy is provided in note 24 to the 2014 Financial Statements, which are incorporated herein by
reference.



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##### Table of Contents

ITEM 7  DESCRIPTION OF CAPITAL STRUCTURE

7.1  GENERAL DESCRIPTION OF CAPITAL STRUCTURE

Authorized Capital

The following sets
forth the terms and provisions of our existing capital. Agriums authorized capital consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series. As at December 31, 2014, 143,716,009
common shares were issued and outstanding, and no preferred shares were outstanding.

Common Shares

Each common share of Agrium entitles the holder to receive notice of and to attend all meetings of our shareholders, other than meetings at which only the
holders of a specified class or series of shares are entitled to vote. Each common share entitles the holder to one vote, except at meetings at which only holders of preferred shares of one or more series are entitled to vote. The holders of common
shares are entitled to participate ratably in any dividends that may be declared by the Board of Directors of Agrium on the common shares. If Agrium is liquidated, dissolved or wound-up or makes any other distribution of its assets for the purpose
of winding up its affairs, the holders of common shares are entitled to a pro rata share of the assets of Agrium after payment of all liabilities, obligations and amounts payable in those circumstances to the holders of our preferred shares. There
are no pre-emptive or conversion rights attaching to the common shares and the common shares are not subject to redemption. All common shares currently outstanding and to be outstanding upon exercise of outstanding options and warrants are, or will
be, fully paid and non-assessable.

Preferred Shares

Preferred shares may be issued at any time and from time to time in one or more series, and the Board of Directors of Agrium may by resolution determine for any such series, its designation, number of
shares and respective rights, privileges, restrictions and conditions. The preferred shares of each series rank on a parity with the preferred shares of every other series, and are entitled to preference over the common shares and any other shares
ranking junior to the preferred shares with respect to the payment of dividends, the repayment of capital and the distribution of assets of Agrium in the event of a liquidation, dissolution or winding up of Agrium.

Except as provided by the Canada Business Corporations Act, the holders of preferred shares are not entitled to receive notice of or to attend or
to vote at any meeting of the shareholders of Agrium unless and until Agrium fails to pay in the aggregate eight cumulative dividends on that series of preferred shares for any period as may be so determined by the directors, whether or not those
dividends are consecutive and whether or not there are any moneys of Agrium properly applicable to their payment.

The provisions attaching to
the preferred shares as a class may be added to, changed or removed, and the Board of Directors of Agrium may create shares ranking prior to the preferred shares, only with the approval of the holders of the preferred shares as a class, any such
approval to be given by the holders of not less than 66 2/3 percent of the preferred shares in writing by the registered holders or by resolution at a meeting of such holders.

Shareholder Rights Plan

Agrium is a party to an amended and restated shareholder rights
plan agreement dated April 9, 2013 (the Rights Plan) with CIBC Mellon Trust Company as rights agent, designed to encourage the equal and fair treatment of all shareholders in connection with an unsolicited take-over bid for Agrium.
Under the Rights Plan, one right (a Right) has been issued and attached to each common share of Agrium outstanding and will be attached to each common share subsequently issued.

Each Right entitles the holder thereof to purchase from us one common share at an exercise price equal to three times the market price per common share subject to adjustments (the Exercise
Price). However, if a person becomes the beneficial owner of 20 percent or more of the outstanding common shares, other than pursuant to a



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Permitted Bid or a Competing Permitted Bid or certain other exceptions, or announces the intent to commence a take-over bid, each Right (other than Rights beneficially owned by the offeror and
certain related parties) shall constitute the right to purchase from us that number of common shares that have a market value at the date of occurrence equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (i.e. at a 50
percent discount).

A Permitted Bid under the Rights Plan is a take-over bid (within the meaning of Canadian law) made by way of a
take-over bid circular that satisfies all of the following conditions:



| |  |  | the bid is made to all owners of common shares on the books of Agrium;
| | - |  | ----------------------------------------------------------------------



| |  |  | the bid must remain open for at least 60 days and more than 50 percent of the outstanding common shares (other than common shares beneficially owned on
the date of the bid by the offeror and certain related parties) must be deposited under the bid and not withdrawn before any common shares may be taken up and paid for; in addition, if 50 percent of the common shares are so deposited and not
withdrawn, the offeror must make an announcement to that effect, and must leave the bid open for an additional ten business days; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | under the terms of the bid, common shares may be deposited at any time between the date of the bid and the date common shares are taken up and paid
for, and any common shares so deposited may be withdrawn until taken up and paid for.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A Competing Permitted Bid
is a take-over bid that is made after a Permitted Bid has been made but prior to its expiry, termination or withdrawal and that satisfies all the requirements of a Permitted Bid as described above, except that a Competing Permitted Bid is only
required to remain open until a date that is not less than the later of (i) 35 days after the date of the take-over bid constituting the Competing Permitted Bid, and (ii) 60 days after the date on which the earliest Permitted Bid or
Competing Permitted Bid which preceded the Competing Permitted Bid was made.

A copy of the Rights Plan has been filed with the securities
commission or similar regulatory authority in each of the provinces of Canada at www.sedar.com and with the SEC at www.sec.gov.

7.2  CONSTRAINTS

There are no constraints imposed on the ownership of Agriums securities to ensure that the
Company has a required level of Canadian ownership.

7.3  DEBT RATINGS

The following information relating to Agriums credit ratings is provided as it relates to Agriums financing costs, liquidity and operations,
and to satisfy disclosure requirements under Canadian securities rules. Specifically, credit ratings affect Agriums ability to obtain short-term and long-term financing and the cost of such financing. A reduction in the current ratings on
Agriums debt by its rating agencies, or a negative change in Agriums ratings outlook could adversely affect Agriums cost of financing and its access to sources of liquidity and capital. In addition, credit ratings may be important
to customers or counterparties when we compete in certain markets and when we seek to engage in certain transactions.

Credit ratings on
specific obligations are intended to provide investors with an independent measure of credit quality of an issue of securities and are indicators of the likelihood of payment and of the capacity and willingness of a company to meet its financial
commitment on an obligation in accordance with the terms of an obligation.

There is no assurance that any rating will remain in effect for any
given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if in its judgment circumstances so warrant.

The credit ratings afforded the debt securities by the rating agencies are not recommendations to purchase, hold, or sell the debt securities inasmuch as such ratings do not comment on market price or
suitability for a particular investor.



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The following table sets out ratings the Company has received in respect of its outstanding debt securities
from the ratings agencies as at the date of issuance of this AIF.



|                                      |  |                                   |  |                            |  |             
|------------------------------------- |  | --------------------------------- |  | -------------------------- |  | ------------
|                                      |  | Standard & PoorsRatings
Services |  | Moodys Investors 
Service |  | DBRS
Limited
|Senior Unsecured Notes and
Debentures |  | BBB                               |  | Baa2                       |  | BBB         
|US$ Commercial
Paper                  |  | A-2                               |  | P-2                        |  | N/A         
|Ratings Outlook                       |  | Stable                            |  | Stable                     |  | Stable      

Standard & Poors Ratings Services (S&P)

The BBB rating assigned by S&P is the fourth highest rating of S&Ps ten rating categories for long-term debt which range from AAA to D.
Issues of debt securities rated BBB are judged by S&P to exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories. The A-2 rating assigned by S&P is the second highest
rating of S&Ps rating categories for short-term debt which range from A-1 to D. Issues of debt securities rated A-2 are judged by S&P to exhibit adequate protection parameters. A rating of A-2 by S&P means the obligor has
satisfactory capacity to meet its financial commitments. However, it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in the highest rating category.1

On May 20, 2014, Standard & Poors assigned an A-2 short-term credit rating to Agriums $2.5-billion Commercial Paper Program and affirmed its BBB long-term corporate credit rating
and stable outlook on Agrium.

Moodys Investors Service (Moodys)

The Baa2 rating assigned by Moodys is the fourth highest rating of Moodys nine rating categories for long-term debt, which range from Aaa to
C. Moodys appends numerical modifiers from one to three on its long-term debt ratings from Aa to Caa to indicate where the obligation ranks within a particular ranking category, with the 2 modifier indicating a mid-range ranking. Obligations
rated Baa are defined by Moodys as being subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics. The P-2 rating assigned by Moodys is the second highest rating of
Moodys four rating categories for short term debt, which range from P-1 to NP. Issuers rated P-2 are defined by Moodys as having a strong ability to repay short-term debt obligations.2

On, May 20, 2014, Moodys assigned a P-2 short-term credit rating to the Commercial Paper Program, and affirmed its Baa2 long-term corporate credit rating and stable outlook on Agrium.

DBRS Limited (DBRS)

The BBB rating assigned by DBRS is the fourth highest of 10 rating categories for long-term debt, which range from AAA to D. DBRS uses high and low designations on ratings from AA
to C to indicate the relative standing of securities being rated within a particular rating category. The absence of a high or low designation indicates that a rating is in the middle of the category. The BBB
rating indicates that, in DBRS view, the rated securities are of adequate credit quality. The capacity for payment is considered acceptable, but the entity may be vulnerable to future events.3



|1 | Standard & Poors, Standard & Poors Ratings Definitions, November 20, 2014
|- | ---------------------------------------------------------------------------

|2 | Moodys Investors Service, Rating Symbols and definitions, August 2014
|- | ----------------------------------------------------------------------

|3 | DBRS, Limited, Rating Scales, effective July 25, 2013
|- | -----------------------------------------------------



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On March 26, 2014, DBRS affirmed its BBB long-term corporate credit rating and stable outlook on
Agrium.

During the last two years, Agrium has paid Moodys and S&P their customary fees in connection with the provision of the above
ratings and has not made any other payments for services unrelated to the provision of such ratings to DBRS, Moodys or S&P.

ITEM 8 
 MARKET FOR SECURITIES

8.1    TRADING PRICE AND VOLUME

The Companys common shares trade on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE) under the symbol
AGU.

The following table sets out the high, low and closing prices and trading volume of the common shares on the TSX for 2014 on
a monthly basis:



|             |  |                   |        |  |                  |  |        |                      |  |  |        |  |  |  |            | 
|------------ |  | ----------------- | ------ |  | ---------------- |  | ------ | -------------------- |  |  | ------ |  |  |  | ---------- | 
|Month (2014) |  | High Price(CDN $) |        |  | Low Price(CDN $) |  |        | Closing Price(CDN $) |  |  | Volume | 
|January      |  |                   | 105.00 |  |                  |  | 95.53  |                      |  |  | 97.11  |  |  |  | 9,650,182  | 
|February     |  |                   | 102.95 |  |                  |  | 93.60  |                      |  |  | 101.99 |  |  |  | 7,844,588  | 
|March        |  |                   | 108.15 |  |                  |  | 101.16 |                      |  |  | 107.73 |  |  |  | 9,313,028  | 
|April        |  |                   | 108.28 |  |                  |  | 100.20 |                      |  |  | 105.27 |  |  |  | 5,962,152  | 
|May          |  |                   | 105.88 |  |                  |  | 96.78  |                      |  |  | 97.36  |  |  |  | 10,414,297 | 
|June         |  |                   | 101.75 |  |                  |  | 97.60  |                      |  |  | 97.75  |  |  |  | 6,814,524  | 
|July         |  |                   | 100.74 |  |                  |  | 93.91  |                      |  |  | 99.40  |  |  |  | 7,882,011  | 
|August       |  |                   | 103.65 |  |                  |  | 97.33  |                      |  |  | 102.82 |  |  |  | 6,654,252  | 
|September    |  |                   | 105.23 |  |                  |  | 99.09  |                      |  |  | 99.56  |  |  |  | 8,530,033  | 
|October      |  |                   | 110.47 |  |                  |  | 92.81  |                      |  |  | 110.27 |  |  |  | 18,582,544 | 
|November     |  |                   | 117.56 |  |                  |  | 107.80 |                      |  |  | 110.38 |  |  |  | 8,046,044  | 
|December     |  |                   | 112.45 |  |                  |  | 105.68 |                      |  |  | 110.00 |  |  |  | 9,431,054  | 

The following table sets out the high, low and closing prices and trading volume of the common shares on the NYSE for 2014
on a monthly basis:



|             |  |                    |        |  |                   |  |       |                       |  |  |        |  |  |  |            | 
|------------ |  | ------------------ | ------ |  | ----------------- |  | ----- | --------------------- |  |  | ------ |  |  |  | ---------- | 
|Month (2014) |  | High Price(U.S. $) |        |  | Low Price(U.S. $) |  |       | Closing Price(U.S. $) |  |  | Volume | 
|January      |  |                    | 95.79  |  |                   |  | 85.92 |                       |  |  | 87.10  |  |  |  | 15,934,935 | 
|February     |  |                    | 92.92  |  |                   |  | 84.30 |                       |  |  | 92.28  |  |  |  | 14,714,205 | 
|March        |  |                    | 97.92  |  |                   |  | 91.40 |                       |  |  | 97.52  |  |  |  | 14,183,384 | 
|April        |  |                    | 97.97  |  |                   |  | 91.40 |                       |  |  | 96.07  |  |  |  | 12,052,582 | 
|May          |  |                    | 96.45  |  |                   |  | 89.04 |                       |  |  | 89.89  |  |  |  | 12,806,755 | 
|June         |  |                    | 94.07  |  |                   |  | 89.42 |                       |  |  | 91.63  |  |  |  | 11,241,954 | 
|July         |  |                    | 92.90  |  |                   |  | 88.08 |                       |  |  | 91.08  |  |  |  | 12,101,224 | 
|August       |  |                    | 94.95  |  |                   |  | 88.77 |                       |  |  | 94.63  |  |  |  | 13,054,531 | 
|September    |  |                    | 95.10  |  |                   |  | 88.43 |                       |  |  | 89.00  |  |  |  | 12,730,412 | 
|October      |  |                    | 98.00  |  |                   |  | 82.02 |                       |  |  | 97.82  |  |  |  | 27,666,936 | 
|November     |  |                    | 103.93 |  |                   |  | 95.00 |                       |  |  | 97.42  |  |  |  | 14,419,133 | 
|December     |  |                    | 98.43  |  |                   |  | 90.92 |                       |  |  | 94.72  |  |  |  | 10,550,599 | 



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8.2   PRIOR SALES

On November 18, 2014, Agrium issued $500-million aggregate principal amount of 5.25 percent debentures due January 15, 2045.

ITEM 9  ESCROWED SECURITIES AND SECURITIES

SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

To the knowledge of the Company, none of the securities of the Company are subject to escrow or contractual restriction on transfer.

ITEM 10  DIRECTORS AND OFFICERS

10.1   NAME, OCCUPATION AND SECURITY HOLDING

Information is given below with respect to each of the current directors and officers, including all current positions held with the Company, present
principal occupation and principal occupations during the last five years. The term of office of each director expires at the end of the annual general meeting of the shareholders of Agrium to be held on May 6, 2015.



|                                                            |  |               |  |                                                                                                                                                      |  |                                                                                                                                                                                                         
|----------------------------------------------------------- |  | ------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Directors
(Name and Municipality ofResidence)               |  | DirectorSince |  | Present principal occupation oremployment                                                                                                            |  | Prior principal occupation oremployment within the precedingfive
years                                                                                                                                  
|Victor J.
Zaleschuk(3)
Calgary, Alberta, Canada             |  | 2002          |  | Corporate Director. Board Chair of Agrium (part-time basis)                                                                                          |  | Same as present                                                                                                                                                                                         
|David
Everitt(1)(3)
Marco Island, Florida, United States    |  | 2013          |  | Corporate Director                                                                                                                                   |  | Former interim CEO of Harsco Corporation; President, Agriculture and Turf Division 
North America, Asia, Australia, Sub-Saharan and South Africa, and Global Tractor and Turf Products, Deere & Company
|Russell
K. Girling(3)(4)
Calgary, Alberta, Canada           |  | 2006          |  | President and Chief Executive Officer and Director of TransCanada Corporation, a diversified energy and pipeline
company                             |  | Chief Operating Officer of TransCanada Corporation, President, Pipelines of TransCanada
Corporation, Chairman and Chief Executive Officer of TC Pipelines GP, Inc.                                      
|M.
Marianne Harris(1)(2)
Toronto, Ontario, Canada           |  | 2014          |  | Corporate Director                                                                                                                                   |  | President Corporate and Investment Banking, Merrill Lynch Canada Inc.                                                                                                                                   
|Susan A.
Henry(2)(3)(4)
Ithaca, New York, United States     |  | 2001          |  | Professor of Molecular Biology and Genetics and Dean Emerita of the College of Agriculture and Life Sciences at
Cornell University, Ithaca, New York |  | Dean of the College of Agriculture and Life Sciences at Cornell University                                                                                                                              
|Russell
J. Horner(2)(3)
Vancouver, British Columbia, Canada |  | 2004          |  | Corporate Director                                                                                                                                   |  | Same as present                                                                                                                                                                                         
|David J.
Lesar(1)(4)
Houston, Texas, United States          |  | 2010          |  | Board Chair, President and Chief Executive Officer of Halliburton Company, a global oilfield service
company                                         |  | Same as present                                                                                                                                                                                         
|John E. Lowe(1)(2) Houston, Texas, United States            |  | 2010          |  | Special Executive Advisor to Tudor, Pickering, Holt & Co., an energy
investment and merchant banking firm                                            |  | Assistant to the Chief Executive Officer of ConocoPhillips,
Executive Vice President of Exploration & Production, Executive Vice President of Commercial of ConocoPhillips                              



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|                                                         |  |               |  |                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------------------------------------------------- |  | ------------- |  | --------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Directors
(Name and Municipality ofResidence)            |  | DirectorSince |  | Present principal occupation oremployment     |  | Prior principal occupation oremployment within the precedingfive
years                                                                                                                                                                                                                                                                                                                                                  
|Charles
V. Magro DeWinton, Alberta, Canada               |  | 2013          |  | President & Chief Executive Officer of Agrium |  | Executive Vice President & Chief Operating Officer, Executive Vice President, Corporate
Development & Chief Risk Officer, Vice President & Chief Risk Officer and, prior thereto, Vice President, Manufacturing, Agrium and, prior thereto, Vice President, Feedstocks, Nova Chemicals Corporation; Vice President, Investor Relations,
Nova Chemicals Corporation; Director of Polyethylene, Nova Chemicals Corporation
|A. Anne
McLellan, P.C.(1)(4)
Edmonton, Alberta, Canada   |  | 2006          |  | Corporate Director                            |  | Same as present                                                                                                                                                                                                                                                                                                                                                                                                         
|Derek G.
Pannell(1)(2)
Saint John, New Brunswick, Canada |  | 2008          |  | Corporate Director                            |  | Managing Partner, Brookfield Asset Management, Inc. (part-time basis)                                                                                                                                                                                                                                                                                                                                                   
|Mayo Schmidt(1)(2) Las Vegas, Nevada, United States      |  | 2013          |  | Corporate Director                            |  | President and Chief Executive Officer, Viterra
Inc.                                                                                                                                                                                                                                                                                                                                                                     



| | (1) | Member of the Audit Committee
| | --- | -----------------------------



| | (2) | Member of the Human Resources & Compensation Committee
| | --- | ------------------------------------------------------



| | (3) | Member of the Corporate Governance & Nominating Committee
| | --- | ---------------------------------------------------------



| | (4) | Member of the Environment, Health, Safety & Security Committee
| | --- | --------------------------------------------------------------

Officers



|                                                     |  |                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                         
|---------------------------------------------------- |  | ---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Officers (Name and Municipality of Residence)        |  | Present position with the
Company and Principal Occupation |  | Prior
principal occupation or employment within the preceding five years                                                                                                                                                                                                                                                                                                                                                
|Charles V.
Magro DeWinton, Alberta, Canada           |  | President & Chief Executive Officer                        |  | Executive Vice President & Chief Operating Officer, Executive Vice President,
Corporate Development & Chief Risk Officer, Vice President & Chief Risk Officer and, prior thereto, Vice President, Manufacturing, Agrium and, prior thereto, Vice President, Feedstocks, Nova Chemicals Corporation; Vice President, Investor
Relations, Nova Chemicals Corporation; Director of Polyethylene, Nova Chemicals Corporation
|Gary J.
Daniel Calgary, Alberta, Canada              |  | Corporate Secretary & Senior Legal Counsel                 |  | Assistant Corporate Secretary &
Senior Legal Counsel, Agrium                                                                                                                                                                                                                                                                                                                                                            
|Steven J.
Douglas Calgary, Alberta, Canada           |  | Senior Vice President & Chief Financial Officer            |  | Senior Managing Partner, Chief Financial Officer, Brookfield Property Group; Chief
Financial Officer, General Growth Properties; Senior Managing Partner, Brookfield Asset Management and President, Brookfield Properties                                                                                                                                                                                              
|Stephen G.
Dyer Ft. Collins, Colorado, United States |  | Senior Vice President and President, Retail Business Unit  |  | Executive Vice President & Chief Financial Officer, Agrium; Vice President, Retail
West Region, Agrium; Manager, Western Retail Crop Production Services, Inc. (a wholly-owned subsidiary of Agrium) and, prior thereto, Vice President, Manufacturing, Agrium                                                                                                                                                          
|Patrick J.
Freeman Calgary, Alberta, Canada          |  | Vice President, Corporate Development & Strategy           |  | Vice President & Treasurer, Agrium                                                                                                                                                                                                                                                                                                                                                                                      
|Kevin R.
Helash High River, Alberta, Canada          |  | Vice President, Canadian Retail                            |  | Vice President, Retail Canada/Pacific North West Region, Vice President, Marketing &
Distribution and, prior thereto, Senior Director, NAW Sales, Agrium                                                                                                                                                                                                                                                                



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|                                              |  |                                                                                 |  |                                                                                                                                                                                                                                                                                                                              
|--------------------------------------------- |  | ------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Officers (Name and Municipality of Residence) |  | Present position with the
Company and Principal Occupation                      |  | Prior
principal occupation or employment within the preceding five years                                                                                                                                                                                                                                                     
|Susan C.
Jones Calgary, Alberta, Canada       |  | Vice President, Marketing & Distribution                                        |  | Managing Director and Vice President, Agrium Europe and, prior thereto, Senior Director,
Wholesale Strategy & Business Development, Agrium                                                                                                                                                                                   
|Angela S.
Lekatsas Calgary, Alberta, Canada   |  | Vice President & Treasurer                                                      |  | Vice President, Corporate Controller & Chief Risk Officer and, prior thereto, Vice
President & Controller, Agrium                                                                                                                                                                                                            
|Eric B.
Miller Calgary, Alberta, Canada       |  | Senior Vice President & Chief Legal Officer                                     |  | Senior Vice President, General Counsel and Secretary, Nexen Inc.; Vice President, General
Counsel and Secretary, Nexen Inc.; Division Vice President and Chief Legal Counsel, Nexen Inc.                                                                                                                                     
|Leslie A.
ODonoghue Calgary, Alberta, Canada |  | Executive Vice President, Corporate Development & Strategy & Chief Risk Officer |  | Executive Vice President, Operations, Chief Legal Officer & Senior Vice President,
Business Development and, prior thereto, Senior Vice President, General Counsel & Corporate Secretary, Agrium                                                                                                                             
|Fredrick R.
Thun Calgary, Alberta, Canada     |  | Vice President & Corporate Controller                                           |  | Senior Director, Corporate Planning & Analysis, Agrium                                                                                                                                                                                                                                                                       
|Thomas E.
Warner Rio, Illinois, United States |  | Vice President, U.S. Retail                                                     |  | Vice President, Retail Distribution, Agrium; President of Crop Production Services, Inc.,
Vice President of Crop Production Services, Inc.                                                                                                                                                                                   
|Michael R.
Webb Calgary, Alberta, Canada      |  | Senior Vice President, Human Resources                                          |  | Senior Vice President, Head of Human Resources, HSBC Bank Canada, Vancouver; Global Head
of Human Resources, HSBC Amanah, HSBC Markets (Asia) Limited, Hong Kong; Head of Human Resources, Global Banking, Principal Investments, Equity Research and Leveraged & Acquisition Finance, HSBC Markets (Asia) Limited, Hong Kong
|Ron A.
Wilkinson Bragg Creek, Alberta, Canada |  | Senior Vice President and President,
Wholesale Business Unit                    |  | Same as present                                                                                                                                                                                                                                                                                                              

Directors and officers as a group beneficially owned, or controlled or directed, directly or indirectly, 98,757 common
shares of the Company or 0.07 percent of the common shares of the Company outstanding as at December 
31, 2014.

10.2   CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

Except as set out below, no director or executive officer of the Company was, as at February 24, 2015, or has been within the ten years prior to
February 24, 2015, a director, chief executive officer or chief financial officer of any company (including the Company), that:



| |  |  | was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or
chief financial officer; or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial
officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For the purposes of the above, order means any of the following that was in effect for a period of more than 30 consecutive days:



| |  |  | a cease trade order;
| | - |  | --------------------



| |  |  | an order similar to a cease trade order; or
| | - |  | -------------------------------------------



| |  |  | an order that denied the relevant company access to an exemption under securities legislation.
| | - |  | ----------------------------------------------------------------------------------------------



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Except as set out below, no director or executive officer of the Company, or a shareholder holding a
sufficient number of securities of the Company to affect materially the control of the Company:



| |  |  | was, as at February 24, 2015, or has been within the ten years prior to February 24, 2015, a director or executive officer of any company
(including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject
to or instituted any proceedings, arrangement or compromise with creditors or had a receiver manager or trustee appointed to hold its assets; or
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | has, within the ten years before February 24, 2015, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency,
or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In May 2004, Saskatchewan Wheat Pool Inc. (SWP), the predecessor of Viterra, disposed of its hog operations,
which had been carried on through certain of its subsidiaries, through a court-supervised process under the Companies Creditors Arrangement Act (Canada). On April 12, 2005, the Saskatchewan Financial Services Commission issued a
cease trade order against four of these subsidiaries of SWP for failing to file the required annual continuous disclosure documents. The cease trade order was revoked on October 18, 2010 pursuant to Viterras application to effect a
reorganization of the entities in question. Mr. Schmidt served as an officer and/or director of these entities.

Mr. Lesar served on
the Board of Directors of Mirant Corporation (Mirant) commencing in 2000. In July 2003, Mirant filed for Chapter 11 bankruptcy proceedings in In re Mirant Corporation, et al., Case #03-46590 (DML) United States Bankruptcy Court of the
Northern District of Texas, Ft. Worth Division. The Court approved Mirants Plan of Reorganization in December 2005, with an effective date of January 2006. As part of the Plan of Reorganization, Mirants management retained a new
Board of Directors. Mr. Lesar did not join the new Board of Directors of Mirant, which resulted in his resignation in January 2006.

10.3   CONFLICTS OF INTEREST

To the knowledge of the Company, no director or officer of the Company has an existing or potential material conflict of interest with the Company or any of its subsidiaries, joint ventures or
partnerships.

ITEM 11  PROMOTERS

During the two most recently completed financial years, no person or company has been a promoter of the Company.

ITEM 12  LEGAL PROCEEDINGS AND REGULATORY ACTIONS

From time to time we become involved in legal or administrative proceedings in the normal conduct of our business. Our assessment of the likely outcome of
these matters is based on our judgment of a number of factors, including experience with similar matters, past history, precedents, relevant financial, scientific and other evidence, and facts specific to the matter. We do not believe that these
matters in aggregate will have a material effect on our consolidated financial position or results of operations.

Our assessment of specific
litigation matters at February 24, 2015 is set out below.

Oil-for-Food Programme

On June 27, 2008, the Iraqi government filed a civil lawsuit in the U.S. against AWB, a subsidiary we acquired in 2010, and 92 other parties, in a
lawsuit alleging that the defendants participated in an illegal conspiracy to divert funds from the United Nations Oil-for-Food Programme (OFFP) escrow account. The lawsuit seeks total damages in excess of $10-billion from the
defendants, jointly and severally, as well as treble damages under the U.S. Racketeer Influenced and Corrupt Organizations Act. As to AWB specifically, the lawsuit alleges that AWB unlawfully diverted more than $232-million from the OFFP escrow
account. AWB and a number of other



55



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##### Table of Contents

defendants filed motions to dismiss the complaint in June 2010. The court dismissed the lawsuit in 2013. In 2014, the dismissal was upheld on appeal and the court refused the
plaintiffs request to reconsider the dismissal. Plaintiffs have until March 2015, to seek leave to appeal the decision. Although we believe that the possibility of a material financial effect from this matter is remote, an adverse decision
could have a material adverse effect on Agriums consolidated financial position and results of operations. We have not accrued a liability for damages for this matter.

Mine Sites in Idaho and Manitoba

Refer to discussion on pages 21 and 22. We are actively
seeking to resolve these matters. Resolution may require us to undertake various remediation or other actions or to pay penalties; however ultimate resolution depends on the outcome of investigations, discussions and evaluations and possibly
settlement or litigation.

ITEM 13  INTEREST OF MANAGEMENT AND OTHERS IN
MATERIAL TRANSACTIONS

To the knowledge of the Company, the Company confirms that, as of February 24, 2015, there were no directors or
executive officers of the Company or any associate or affiliate of a director or executive officer of the Company with any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during
the current financial year that has materially affected or is reasonably expected to materially affect the Company.

ITEM 14  TRANSFER AGENT, REGISTRAR, AND TRUSTEES



|                                                                                                                                                                                                       |  |                                                             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------
|* The
Companys registrar and transfer agent is CSTTrust Company, at its principal offices in Calgary,Alberta, Montreal, Quebec, Toronto, Ontario, Vancouver, British Columbia and Halifax, NovaScotia |  | The trustee for the Companys unsecured notes
anddebentures:
|P.O. Box 700                                                                                                                                                                                           |  | The Bank of New York Mellon                                 
|Station B                                                                                                                                                                                              |  | Bondholder Relations                                        
|Montreal, Quebec, Canada H3B 3K3                                                                                                                                                                       |  | 111 Sanders Creek Parkway                                   
|Telephone                                                                                                                                                                                              |  | East Syracuse, NY, USA, 13057                               
|Outside North America (416) 682-3860                                                                                                                                                                   |  | 1-800-254-2826                                              
|Inside North America
(800) 387-0825                                                                                                                                                                    |  |                                                             

ITEM 15  MATERIAL CONTRACTS

To the knowledge of the Company, material contracts requiring disclosure under this Item include the Support and Purchase Agreement, including the
amendments thereto dated August 2, 2012 and February 5, 2013, in respect of the Viterra acquisition, as described herein under the heading Item 4  General Description of the Business  4.1 Three Year History  2012
 Viterra Acquisition.

ITEM 16  INTEREST OF EXPERTS

16.1  NAMES OF EXPERTS

The Consolidated Financial Statements of the Company as at and for the year ended December 31, 2014 have been audited by KPMG LLP.

A. Dave Mackintosh, P. Geo., of ADM Consulting Limited, Michael Ryan Bartsch, P.Eng. and Dennis William Aldo Grimm P.Eng., both employees of the Company, each prepared certain sections of the Technical
Report in accordance with NI 43-101 on behalf of the Company.

A. Dave Mackintosh, P. Geo., of ADM Consulting Limited, Michael Ryan Bartsch,
P.Eng. and Dennis William Aldo Grimm P.Eng., both employees of the Company, are qualified persons under NI 43-101 and have reviewed and approved the scientific and technical information within this AIF relating to VPO.



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16.2  INTERESTS OF EXPERTS

As of February 24, 2015, KPMG LLP, the auditors of the Company, have confirmed that they are independent with respect to the Company (and its
associates or affiliates) within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations. KPMG LLP are independent accountants with respect
to the Company under all relevant United States professional and regulatory standards.

As of February 24, 2015, A. Dave Mackintosh,
P.Geo., ADM Consulting Limited and the partners, employees and consultants of ADM Consulting Limited, did not hold any registered or beneficial interests, directly or indirectly, in the securities of the Company or its associates or affiliates.

Dennis William Aldo Grimm, P.Eng., is an employee of Agrium and holds beneficially, directly or indirectly, less than one percent of any class
of the Companys securities.

Michael Ryan Bartsch, P.Eng., is an employee of Agrium and holds beneficially, directly or indirectly, less
than one percent of any class of the Companys securities.

ITEM 17 
AUDIT COMMITTEE

17.1   AUDIT COMMITTEE CHARTER

Attached, as Schedule 17.1, is the Charter for the Companys Audit Committee.

17.2   COMPOSITION OF THE AUDIT COMMITTEE

Members of the Audit Committee are John E. Lowe (Chair), David C. Everitt, M. Marianne Harris, David J. Lesar, A. Anne McLellan, Derek G. Pannell and Mayo
M. Schmidt. Each member of the Audit Committee is independent and financially literate.



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17.3   RELEVANT EDUCATION AND EXPERIENCE OF MEMBERS OF THE
AUDIT COMMITTEE



|                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name                                                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(Director Since)                                                                                                                                                                                                                                                                                                                                 |  | Principal Occupation and Full Biography                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Mr. John E. Lowe(Audit Committee Chair)
B.Sc. (Finance & Accounting)
Houston, Texas, U.S.A.
(May 12, 2010) 
Other Public Directorships 
    Phillips 66 Company, a downstream energy company (NYSE)
    Apache Corporation, an oil and gas company (NYSE)                                                                                      |  | Mr. Lowe is currently Senior Executive Advisor at Tudor,
Pickering, Holt & Co. (an energy investment and merchant banking firm), after having been Assistant to the Chief Executive Officer of ConocoPhillips (an integrated energy company) from October 2008 to April 2012, and has held various executive
and managerial positions with ConocoPhillips for more than 25 years. He is currently a director of Phillips 66 Company (an energy manufacturing and logistics company) and non-executive chairman of Apache Corporation (an oil and gas company). He is a
former director of DCP Midstream, LLC (a midstream energy company), DCP Midstream Partners L.P. (a midstream energy partnership), and Chevron Phillips Chemical Co. LLC (a global petrochemicals company). Mr. Lowe is a member of the Board of Trustees
for the Houston Museum of Natural Science, the Kelce Business School of Pittsburg State University Advisory Board, and the Katy ISD Foundation Board. Mr. Lowe is also a former member of the Texas Childrens Hospital West Campus Advisory
Council, and a former director of the National Association of Manufacturers.
|                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Mr. David C. Everitt
B. Sc. (Engineering)
Marco Island, Florida, U.S.A.
(February 10, 2013) 
Other Public Directorships 
    Harsco Corporation, a worldwide industrial company (NYSE)
    Brunswick Corporation, a worldwide manufacturing company (NYSE)
    Allison Transmission Holdings, Inc., a worldwide manufacturing company,
(NYSE) |  | Mr. Everitt is the Chair of the Board and former interim
CEO of Harsco Corporation, a worldwide industrial company. Mr. Everitt is the former President, Agriculture and Turf Division  North America, Asia, Australia, and Sub-Saharan and South Africa, and Global Tractor and Turf Products of Deere
& Company. Mr. Everitt served as President of Deeres Ag Division from 2001 until his retirement in September 2012. During that time, he led significant growth in overseas markets as well as streamlining the North American and European
distribution footprint. Since joining Deere & Company in 1975, Mr. Everitt held a variety of management positions in the areas of industrial engineering, production engineering, mechanical services and sales throughout the company. Mr. Everitt
also serves on the Board of the National Business Aviation Association located in Washington, D.C.                                                                                                                                                                                                                                              



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|                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(Director Since)                                                                                                                                                                               |  | Principal Occupation and Full Biography                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Ms. M. Marianne Harris
M.B.A., J.D. Toronto, Ontario, Canada (September 1, 2014)
 Other Public Directorships
     Sun Life
Financial Inc., a financial services organization (TSX, NYSE, PSE) |  | Ms. Harris was Managing Director at the Bank of America
Merrill Lynch and President of Corporate and Investment Banking at Merrill Lynch Canada Inc. Before joining Merrill Lynch, Ms. Harris was Head of the Financial Institutions Group at RBC Capital Markets. Ms. Harris is on the Board of Directors for
Sun Life Financial Inc. and Sun Life Assurance Company of Canada and is Chair of the Board and a member of the Finance and Audit Committee of the Investment Industry Regulatory Organization of Canada. Ms. Harris is a member of the Deans
Advisory Council for the Schulich School of Business and the Advisory Council for The Hennick Centre for Business and Law. She is also a director and Chair of the Investment Committee for the Princess Margaret Cancer Foundation.                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Mr. David J. Lesar
B.Sc., M.B.A., C.P.A.
Houston, Texas, U.S.A.
(May 12, 2010) 
Other Public Directorships 
    Halliburton Company, a global oilfield service company (NYSE)                 |  | Mr. Lesar is, and has been since 2000, Chairman,
President and Chief Executive Officer of Halliburton Company (a global oilfield service company). Mr. Lesar serves on the Board of Directors of the American Petroleum Institute, and is a former director of Lyondell Chemical Company (a chemical
manufacturing company), and Mirant Corporation (a power company).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Ms. A. Anne McLellan, P.C.
B.A., LL.B, LL.M Edmonton, Alberta, Canada (September 28, 2006)
 Other Public Directorships
     Cameco
Corporation, a uranium company (TSX, NYSE)                 |  | Ms. McLellan is Senior Advisor with Bennett Jones LLP (a
Canadian law firm) and was the Distinguished Scholar in Residence at the Institute for United States Policy Studies at the University of Alberta. Ms. McLellan is a director of the Edmonton Regional Airports Authority, where she is Vice-Chair and the
Edmonton Community Foundation, where she chairs the Governance Committee. She is also a member of various charitable and community boards. Ms. McLellan is a former four-term Member of Parliament for Edmonton Centre from October 25, 1993 
January 23, 2006. She served as Deputy Prime Minister from December 2003 to January 2006 and throughout her career has held numerous ministerial posts, including Minister of Natural Resources, Minister of Justice and Attorney General, Minister of
Health and the first Minister of Public Safety and Emergency Preparedness. Before her political career, Ms. McLellan taught law at the Universities of New Brunswick and Alberta. Ms. McLellan holds a Bachelor of Arts and a Bachelor of Laws degree
from Dalhousie University and a Masters of Law degree from Kings College, University of London.
|                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



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|                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(Director Since)                                                                                                                                                                                                                                                                                            |  | Principal Occupation and Full Biography                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Mr. Derek G. Pannell
B.Sc. (Engineering), P.Eng., FCAE
Saint John, New Brunswick, Canada
(February 27, 2008) 
Other Public Directorships 
    Brookfield Infrastructure Partners Limited, the general partner of Brookfield
Infrastructure Partners L.P., an infrastructure asset operating company (NYSE) |  | Mr. Pannell is Board Chair of Brookfield Infrastructure
Partners Limited. He is former Acting Chairman of African Barrick Gold plc. (a mining company), former Managing Partner of Brookfield Asset Management Inc. (an asset management company) and a former director of Major Drilling Group International
Inc. (a metals and minerals drilling service company). He was President and Chief Executive Officer of Noranda Inc. and Falconbridge Limited from 2001 to August 2006 and Vice President, Operations of Compaia Minera Antamina from 1998 to 2001. Mr.
Pannell is a graduate of Imperial College in London, England and the Royal School of Mines, London, England (ARSM) and an engineer registered in Quebec and Peru.
|                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Mr. Mayo M. Schmidt
B.B.A. Las Vegas, Nevada, U.S.A. (February 10, 2013)
 Other Public Directorships

    None                                                                                                                                                                                             |  | Mr. Schmidt was the President and Chief Executive Officer
of Viterra Inc. from 2000 until 2012. Mr. Schmidt is an active participant in business and industry organizations. He is a member of Washburn Universitys Board of Trustees and the Lincoln Society, and a contributor to Harvard Universitys
Private and Public, Scientific, Academic and Consumer Food Policy Group. He also serves on the Board of Directors of the Global Transportation Hub Authority.                                                                                                                                                                                                                                                               

17.4   PRE-APPROVAL POLICIES AND PROCEDURES

The Company has adopted a written policy pursuant to which the Companys Audit Committee pre-approves all audit services and permitted non-audit
services provided to the Company by the Companys independent auditors. The pre-approved services specified in such policy are reviewed annually, and the audit and non-audit services to be provided by the Companys independent auditors, as
well as the budgeted amounts for such services, are also pre-approved annually. The Audit Committee has also delegated to the Chair of the Audit Committee, who is independent, the authority to act on behalf of the Audit Committee with respect to the
pre-approval of all audit and permitted non-audit services provided by its external auditors from time to time. Any approvals by the Chair are reported to the full Audit Committee at its next meeting.



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17.5   EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

The following table sets out the fees billed to us by KPMG LLP and its affiliates for professional services in each of the years ended
December 31, 2014 and 2013. During these years, KPMG LLP was the Companys only external auditor.



|                      |  |                         |           |  |       |  |           | 
|--------------------- |  | ----------------------- | --------- |  | ----- |  | --------- | 
|Category              |  | Year Ended December 31, |          
|                      |  | 2014                    |           |  | 2013  | 
|                      |  | CDN $                   |           |  | CDN $ | 
|Audit Fees(1)         |  |                         | 4,157,900 |  |       |  | 4,556,000 | 
|Audit-Related
Fees(2) |  |                         | NIL       |  |       |  | 15,000    | 
|Tax Fees(3)           |  |                         | 369,700   |  |       |  | 245,000   | 
|All Other Fees        |  |                         | NIL       |  |       |  | NIL       | 
|Total                 |  |                         | 4,527,600 |  |       |  | 4,816,000 | 



|(1) | For professional services rendered by KPMG LLP for the audit and review of the Companys financial statements or services that are normally provided by KPMG LLP in
connection with statutory and regulatory filings or engagements.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | For professional services rendered by KPMG LLP for specified audit procedures regarding financial assurances issued to certain government agencies, and services which
are reasonably related to the performance of the audit of the Companys financial statements.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | For professional services rendered by KPMG LLP for tax compliance, tax advice and tax planning with respect to Canadian, U.S. and key international jurisdictions;
review of tax filings; assistance with the preparation of tax filings; tax advice relating to potential asset and business acquisitions/combinations; and other tax planning, compliance, and transaction services.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 18  ADDITIONAL INFORMATION

Additional information, including directors and officers remuneration and indebtedness, principal holders of the Companys securities,
and securities authorized for issuance under equity compensation plans, where applicable, is provided in the Companys information circular for its most recent annual meeting of shareholders that involved the election of directors, and
additional financial information is provided in the Companys consolidated financial statements and MD&A for its most recently completed financial year.

Additional information relating to Agrium may be found on the Companys website at www.agrium.com, on the Canadian Securities Administrators website at www.sedar.com and on the
EDGAR section of the United States Securities and Exchange Commissions website at www.sec.gov.



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SCHEDULE 17.1

AGRIUM INC.

AUDIT COMMITTEE

CHARTER

PART I

Establishment of Committee



|1. | Committee
|-- | ---------

The
Audit Committee (the Committee) is established by the Board of Directors primarily for the purpose of overseeing the accounting and financial reporting processes of the Corporation and the reviews and audits of the financial statements
of the Corporation.

The Audit Committee shall assist the Board of Directors in fulfilling the Boards oversight
responsibilities by monitoring, among other things:



| | (a) | the quality and integrity of the financial statements and related disclosure of the Corporation;
| | --- | ------------------------------------------------------------------------------------------------



| | (b) | compliance by the Corporation with legal and regulatory requirements that could have a material effect upon the financial position of the Corporation and that are not
subject to the oversight of another committee of the Board;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | the independent auditors qualifications and independence; and
| | --- | --------------------------------------------------------------



| | (d) | the performance of the Corporations internal audit function and independent auditor.
| | --- | -------------------------------------------------------------------------------------



|2. | Composition of Committee
|-- | ------------------------

The Committee shall consist of as many members as the Board shall determine, but in any event not fewer than three directors, provided that each member of the Committee shall be determined by the Board to
be:



| | (a) | an independent director for the purposes of and pursuant to the Corporations Corporate Governance Guidelines;
| | --- | --------------------------------------------------------------------------------------------------------------



| | (b) | an independent director as defined in and for the purposes of any applicable governance guidelines or listing standards of any stock or securities exchange
upon which the securities of the Corporation are from time to time listed;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | an independent director for the purposes of any applicable corporate, securities or other legislation or any rule, regulation, instrument, policy, guideline
or interpretation under such legislation; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | financially literate.
| | --- | ---------------------

At least
one member of the Committee shall have accounting or related financial management experience or expertise. The Committee shall be entitled to take any action at a meeting of the Committee in the absence of such member or members.

No member of the Committee shall serve on the audit committees of more than two other public companies, unless the Board determines that
such simultaneous service would not impair the ability of such member to effectively serve on the Corporations Audit Committee and discloses such determination in the Corporations annual management proxy circular.



|3. | Appointment of Committee Members
|-- | --------------------------------

The members of the Committee shall be appointed by the Board on the recommendation of the Corporate Governance & Nominating Committee. The members of the Committee shall be appointed at the time
of each annual meeting of Shareholders, and shall hold office until the next annual meeting, or until they are removed by the Board or until they cease to be directors of the Corporation.



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PART II

Committee Procedure



|4. | Vacancies
|-- | ---------

Where a
vacancy occurs at any time in the membership of the Committee, it may be filled by the Board on the recommendation of the Corporate Governance & Nominating Committee and shall be filled by the Board if the membership of the Committee is
fewer than three directors. The Board may remove and replace any member of the Committee.



|5. | Committee Chair
|-- | ---------------

The Board shall appoint a Chair for the Committee. The Chair may be removed and replaced by the Board.



|6. | Absence of Chair
|-- | ----------------

If the Chair is not present at any meeting of the Committee, one of the other members of the Committee present at the meeting shall be
chosen by the Committee to preside at the meeting.



|7. | Secretary of Committee
|-- | ----------------------

The Corporate Secretary or such other person acceptable to the members shall act as Secretary to the Committee.



|8. | Regular Meetings
|-- | ----------------

The Chair, in consultation with the Committee members, shall determine the schedule and frequency of the Committee meetings, provided that
the Committee shall meet at least quarterly. The Committee at any time may, and at each regularly scheduled Committee meeting shall, meet alone without management present, and shall meet separately with each of senior management, the independent
auditor, the Director, Internal Audit, and the Chief Legal Officer (or such individuals in similar capacities or positions who perform substantially similar functions). The Committee shall also meet separately with the independent auditor at every
regularly scheduled meeting of the Committee at which the independent auditor is present. Any member of the Committee may move the Committee in camera at any time during the course of a meeting, and a record of any decisions made in camera shall be
maintained by the Committee Chair.



|9. | Special Meetings
|-- | ----------------

The Chair, any two members of the Committee, the Director, Internal Audit (or such individual in a similar capacity or position who
performs a substantially similar function), the independent auditor or the Chief Executive Officer may call a special meeting of the Committee.



|10. | Quorum
|--- | ------

Three
members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak to each other, shall constitute a quorum.



|11. | Notice of Meetings
|--- | ------------------

Notice of the time and place of every meeting shall be given in writing or by e-mail or facsimile communication to each member of the
Committee at least 24 hours prior to the time fixed for such meeting; provided, however, that a member may in any manner waive notice of a meeting and attendance of a member at a meeting is a waiver of notice of the meeting, except where a member
attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.



|12. | Agenda
|--- | ------

The Chair
shall develop and set the Committees agenda, in consultation with other members of the Committee, the Board and management. The agenda and information concerning the business to be



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conducted at each Committee meeting shall, to the extent practical, be communicated to the members of the Committee sufficiently in advance of each meeting to permit meaningful review.



|13. | Delegation
|--- | ----------

The
Committee shall have the power to delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate.



|14. | Access
|--- | ------

In
discharging its responsibilities, the Committee shall have full access to all books, records, facilities and personnel of the Corporation.



|15. | Attendance of Officers at a Meeting
|--- | -----------------------------------

At the invitation of the Chair of the Committee, one or more officers or employees of the Corporation may, and if required by the Committee shall, attend a meeting of the Committee.



|16. | Procedure, Records and Reporting
|--- | --------------------------------

The Committee shall fix its own procedure at meetings, keep records of its proceedings and report to the Board when the Committee may deem appropriate (but not later than the next meeting of the Board).
Without limiting the foregoing, the Committee shall report to the Board any issues that arise with respect to the quality or integrity of the Corporations financial statements, the Corporations compliance with legal or regulatory
requirements within the Committees purview, the performance and independence of the Corporations independent auditors, or the performance of the internal audit function.



|17. | Outside Consultants or Advisors
|--- | -------------------------------

The Committee when it considers it necessary or advisable, may retain, at the Corporations expense, outside consultants or advisors to assist or advise the Committee independently on any matter
within its mandate. The Committee shall have the sole authority to retain or terminate such consultants or advisors, including the sole authority to approve the fees and other retention terms for such persons.

PART III

Mandate of Committee



|18. | Oversight in Respect of Financial Disclosure and Accounting Practices
|--- | ---------------------------------------------------------------------

The Committee, to the extent required by applicable laws or rules, or otherwise considered by the Committee to be necessary or
appropriate, shall:



| | (a) | meet with management and the independent auditor to review and discuss, and to recommend to the Board for approval prior to public disclosure, the audited annual
financial statements, including reviewing the specific disclosures in managements discussion and analysis of financial condition and results of operations;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | review, discuss with management and the independent auditor, and recommend to the Board for approval prior to public disclosure:
| | --- | --------------------------------------------------------------------------------------------------------------------------------



| | (i) | the annual information form;
| | --- | ----------------------------



| | (ii) | the portions of the management proxy circular, for any annual or special meeting of shareholders, containing significant information within the Committees
mandate;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | all financial statements included in prospectuses or other offering documents;
| | ----- | ------------------------------------------------------------------------------



| | (iv) | all prospectuses and all documents which may be incorporated by reference in a prospectus, other than any pricing supplement issued pursuant to a shelf prospectus; and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (v) | any significant financial information respecting the Corporation contained in a material change report.
| | --- | -------------------------------------------------------------------------------------------------------



| | (c) | meet with management and the independent auditor to review and discuss, and to approve prior to public disclosure, the unaudited quarterly financial statements,
including reviewing the specific disclosures in managements discussion and analysis of financial condition and results of operations, and the quarterly interim reports;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | review, discuss with management and the independent auditor, and approve prior to public disclosure:
| | --- | ----------------------------------------------------------------------------------------------------



| | (i) | any unaudited interim financial statements, other than quarterly statements; and
| | --- | --------------------------------------------------------------------------------



| | (ii) | any audited financial statements, other than annual statements, required to be prepared regarding the Corporation or its subsidiaries or benefit plans if required to be
made publicly available or filed with a regulatory agency;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | review and discuss with management and the independent auditor prior to public disclosure:
| | --- | ------------------------------------------------------------------------------------------



| | (i) | each press release that contains significant financial information respecting the Corporation or contains estimates or information regarding the Corporations
future financial performance or prospects;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | the type and presentation of information to be included in such press releases (in particular, the use of pro forma or adjusted
non-International Financial Reporting Standards information); and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | financial information and earnings guidance provided to analysts and rating agencies;
| | ----- | -------------------------------------------------------------------------------------

provided, however, that such discussion may be done generally (consisting of discussing the types of information to be disclosed and the
types of presentations to be made) and that the Committee need not discuss in advance each instance in which the Corporation may provide earnings guidance or presentations to rating agencies;



| | (f) | receive and review reports from the Corporations Disclosure Committee;
| | --- | -----------------------------------------------------------------------



| | (g) | review with management and the independent auditor major issues regarding accounting principles and financial statement presentations, including any significant changes
in the Corporations selection or application of accounting principles, and major issues as to the adequacy of the Corporations internal controls and any special audit steps adopted in light of material control deficiencies;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (h) | based on its review with management and the independent auditor, satisfy itself as to the adequacy of the Corporations procedures that are in place for the review
of the Corporations public disclosure of financial information that is extracted or derived from the Corporations financial statements, and periodically assess the adequacy of those procedures;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | review with management and the independent auditor (including those of the following that are contained in any report of the independent auditor): (1) any analyses
prepared by management or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative International
Financial Reporting Standards (IFRS) methods on the financial statements; (2) all critical accounting policies and practices to be used by the Corporation in preparing its financial statements, (3) all material alternative treatments of
financial information within IFRS that have been discussed with management, ramifications of the use of these alternative treatments, and the treatment preferred by the independent auditor, and (4) other material communications between the
independent auditor and management, such as any management letter or schedule of unadjusted differences;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (j) | review with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures and transactions on the
Corporations financial statements;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (k) | review the plans of management, the independent auditor and Internal Audit regarding any significant changes in accounting practices or policies and the financial and
accounting impact thereof;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (l) | review with management, the independent auditor and, if necessary, legal counsel, any litigation, claim or contingency, including tax assessments, that could have a
material effect upon the financial position of the Corporation, and the manner in which these matters have been disclosed in the financial statements;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (m) | review disclosures by the Corporations Chief Executive Officer and Chief Financial Officer during their certification process about any significant deficiencies
in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Corporations internal controls;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (n) | discuss with management the Corporations material financial risk exposures and the steps management has taken to monitor and control such exposures, including the
Corporations financial risk assessment and financial risk management policies; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (o) | periodically meet with management separately from the Sr. Director, Internal Audit & Enterprise Risk Management (or such individual in a similar capacity or
position who performs a substantially similar function), and the independent auditor to discuss matters within the Committees purview.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|19. | Oversight in Respect of the Independent Auditor
|--- | -----------------------------------------------

Subject to confirmation by the independent auditor of its compliance with Canadian and U.S. regulatory registration requirements, the Committee shall be directly responsible (subject to Board
confirmation) for the appointment of the independent auditor for the purpose of preparing or issuing any audit report or performing other audit, review or attest services for the Corporation, such appointment to be confirmed by the
Corporations shareholders at each annual meeting. The Committee shall also be directly responsible (subject to Board confirmation) for the approval of fees to be paid to the independent auditor for audit services, and shall pre-approve the
retention of the independent auditor for any permitted non-audit service. The Committee shall also be directly responsible for the retention and oversight of the services of the independent auditor (including resolution of disagreements between
management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation. The independent auditor shall report directly to
the Committee.

The Committee, to the extent required by applicable laws or rules, or otherwise considered by the Committee to
be necessary or appropriate, shall:



| | (a) | review at least annually the independence of the independent auditor, including the independent auditors formal written statement of independence delineating all
relationships between itself and the Corporation, review all such relationships, and consider applicable auditor independence standards;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | consider whether, in order to assure continuing auditor independence, there should be regular rotation of the auditing firm itself;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------



| | (c) | ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as
required by law;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | review at least annually the independent auditors written report on its own internal quality control procedures; any material issues raised by the most recent
internal quality control review, or peer review, of the independent auditor, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the
independent auditor, and any steps taken to deal with such issues;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | review and evaluate the experience, qualifications and performance of the senior members of the audit team of the independent auditor;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------



| | (f) | evaluate annually the performance of the independent auditor, including the lead partner, taking into account the opinions of management and the Sr. Director, Internal
Audit & Enterprise Risk Management (or such individual in a similar capacity or position who performs a substantially similar function), and report to the Board on its conclusions regarding the independent auditor and its recommendation for
appointment of the independent auditor for the purpose of preparing or issuing any report or performing other audit, review, or attest services for the Corporation;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (g) | meet with the independent auditor prior to the annual audit to review the planning and staffing of the audit;
| | --- | -------------------------------------------------------------------------------------------------------------



| | (h) | review with the independent auditor the adequacy and appropriateness of the accounting policies used in preparation of the financial statements;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | periodically meet separately with the independent auditor to review any problems or difficulties that the independent auditor may have encountered and managements
response, specifically:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, and any
significant disagreements with management; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | any changes required in the planned scope of the audit; and
| | ---- | -----------------------------------------------------------



| | (iii) | the responsibilities, budget, and staffing of the internal audit function; and report to the Board on such meetings;
| | ----- | --------------------------------------------------------------------------------------------------------------------



| | (j) | when applicable, review the annual post-audit or management letter from the independent auditor and managements response and follow-up in respect of any
identified weakness;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (k) | inquire regularly of management and the independent auditor whether there have been any significant issues between them regarding financial reporting or other matters
and how they have been resolved, and intervene in the resolution if required;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (l) | receive and review annually the independent auditors report on managements evaluation of internal controls and procedures for financial reporting;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | (m) | review the engagement reports of the independent auditor on unaudited financial statements of the Corporation; and
| | --- | ------------------------------------------------------------------------------------------------------------------



| | (n) | review and approve the Corporations hiring policies regarding partners and employees and former partners and employees of the present and former independent
auditor, (as more particularly described in Exhibit A attached hereto, as may be amended from time to time), including those policies that may have a material impact on the financial statements, pre-approve the hiring of any partner or
employee or former partner or employee of the independent auditor who was a member of the Corporations audit team during the preceding three fiscal years and, in addition, pre-approve the hiring of any partner or employee or former partner or
employee of the independent auditor (within the preceding three fiscal years) for senior positions within the Corporation, regardless whether that person was a member of the Corporations audit team.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|20. | Oversight in Respect of Audit and Non-Audit Services
|--- | ----------------------------------------------------

The Committee, to the extent required by applicable laws or rules, or otherwise considered by the Committee to be necessary or appropriate, shall:



| | (a) | have the sole authority to pre-approve all audit services (which may entail providing comfort letters in connection with securities underwritings) and all permitted
non-audit services, provided that the Committee need not approve in advance non-audit services where:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | the aggregate amount of all such non-audit services provided to the Corporation constitutes not more than 5% of the total amount of revenues paid by the Corporation to
the independent auditor during the fiscal year in which the non-audit services are provided; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | such services were not recognized by the Corporation at the time of the engagement to be non-audit services; and
| | ---- | ----------------------------------------------------------------------------------------------------------------



| | (iii) | such services are promptly brought to the attention of the Committee and approved prior to the completion of the audit by the Committee or by one or more members of the
Committee to whom authority to grant such approvals has been delegated by the Committee;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | disclose, through the Corporations periodic reports filed with applicable regulatory agencies, the approval by the Committee of a non-audit service to be
performed by the independent auditor; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (c) | if the Committee so chooses, delegate to one or more designated members of the Committee the authority to grant pre-approvals required by this section, provided that
the decision of any member to whom authority is delegated to pre-approve a service shall be presented to the Committee at its next scheduled meeting.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If the Committee approves an audit service within the scope of the engagement of the independent auditor, such audit service shall be deemed to have been pre-approved for purposes of this section.



|21. | Oversight in Respect of the Internal Audit Function
|--- | ---------------------------------------------------

The Committee, to the extent required by applicable laws or rules, or otherwise considered by the Committee to be necessary or appropriate, shall:



| | (a) | review the annual audit plans of Internal Audit;
| | --- | ------------------------------------------------



| | (b) | review the significant findings prepared by Internal Audit and recommendations issued by any external party relating to internal audit issues, together with
managements response thereto;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | monitor compliance with the Corporations conflicts-of-interest policies that may have a material impact on the financial statements;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------



| | (d) | review the adequacy of the resources of Internal Audit to ensure the objectivity and independence of the internal audit function;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------



| | (e) | consult with management on managements appointment, replacement, reassignment or dismissal of Internal Audit;
| | --- | --------------------------------------------------------------------------------------------------------------



| | (f) | periodically review executive officers expenses and aircraft usage reports; and
| | --- | --------------------------------------------------------------------------------



| | (g) | ensure that the Sr. Director, Internal Audit & Enterprise Risk Management (or such individual in a similar capacity or position who performs a substantially
similar function) has access to the Chair, the Chair of the Board, the Chief Executive Officer, and the Chief Financial Officer, and periodically meet separately with the Sr. Director, Internal Audit & Enterprise Risk Management (or such
individual in a similar capacity or position who performs a substantially similar function) to review any problems or difficulties he or she may have encountered and specifically:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | any difficulties that were encountered in the course of the audit work, including restrictions on the scope of activities or access to required information, and any
disagreements with management;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | any changes required in the planned scope of the internal audit; and
| | ---- | --------------------------------------------------------------------



| | (iii) | the internal audit functions responsibilities, budget and staffing;
| | ----- | --------------------------------------------------------------------

and report to the Board on such meetings.



|22. | Oversight in Respect of Legal and Regulatory Compliance
|--- | -------------------------------------------------------

The Committee, to the extent required by applicable laws or rules, or otherwise considered by the Committee to be necessary or appropriate, shall:



| | (a) | review with the Chief Legal Officer (or such individual in a similar capacity or position who performs a substantially similar function) the Corporations
compliance policies, legal matters, and any reports or inquiries received from regulators or governmental agencies that could have a material effect upon the financial position of the Corporation and that are not subject to the oversight of another
committee of the Board;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | establish procedures for (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or
auditing matters and (ii) the confidential, anonymous submissions by employees of the Corporation of concerns regarding questionable accounting or auditing matters; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | periodically review the Corporations public disclosure policy.
| | --- | ---------------------------------------------------------------



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|23. | Limitations on Oversight Function
|--- | ---------------------------------

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporations financial
statements are complete and accurate or are in accordance with IFRS. These are the responsibilities of management and the independent auditor. The Committee, its Chair, and any of its members who have accounting or related financial management
experience or expertise are members of the Board of the Corporation appointed to the Committee to provide broad oversight of the financial risk and control related activities of the Corporation, and are specifically not accountable nor responsible
for the day-to-day operation or performance of such activities. A member or members having accounting or related financial management experience or expertise, or being designated as an audit committee financial expert, does not impose a
higher degree of individual responsibility or obligation on such member. Rather, the role of any such members, like the role of all Committee members, is to oversee the accounting and financial reporting processes and not to certify or guarantee the
accuracy or completeness of the internal or external audit of the Corporations financial information or public disclosure.



|24. | Funding for Audit and Oversight Functions
|--- | -----------------------------------------

The Committee shall have the sole authority to determine (subject to Board confirmation as required), and to require the Corporation to fund, (a) appropriate compensation to the independent auditor
engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services; (b) appropriate compensation to any advisors to the Committee; and (c) administrative expenses necessary or appropriate
to carrying out the Committees duties.



|25. | Committee Evaluation
|--- | --------------------

The Committees performance shall be evaluated regularly, in accordance with a process developed by the Corporate Governance & Nominating Committee and approved by the Board, and the results
of that evaluation shall be reported to the Corporate Governance & Nominating Committee and to the Board.



|26. | Review of Committees Charter
|--- | -----------------------------

The Committee shall assess the adequacy of this Charter on an annual basis and recommend any changes to the Board.



|27. | Non-Exhaustive List
|--- | -------------------

The foregoing list of duties is not exhaustive, and the Committee may, in addition, perform such other functions as may be necessary or
appropriate for the performance of its oversight responsibilities.



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EXHIBIT A

Hiring Policies regarding Partners and Employees of the Independent Auditor

and Certain of Their Family Members

The hiring of current partners and employees or former partners and employees of the Corporations independent auditor or certain of their family members shall be subject to Committee approval in
advance of hiring in the following circumstances:



| | (a) | the hiring, for any position within the Corporation, of anyone who has served as a partner or employee of the independent auditor and who was a member of the
Corporations audit team during any of the preceding three fiscal years; or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the hiring, for a senior position within the Corporation (including any accounting or financial reporting oversight role), of anyone who (i) has served as a
partner or employee of the independent auditor during any of the preceding three fiscal years, regardless whether that person was a member of the Corporations audit team, or (ii) has served as a partner or employee of the independent
auditor and (A) continues to influence the independent auditors operations or financial policies, (B) has capital balances in the independent auditor, or (C) has financial arrangements with the independent auditor other than a
fully funded retirement plan providing the regular payment of fixed sums; or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | the hiring, for any accounting or financial reporting oversight role within the Corporation, of the spouse or spousal equivalent, parent, dependent, nondependent child,
or sibling of anyone who, during any of the preceding three fiscal years, has served as a partner or employee of the independent auditor and who (i) was a member of the Corporations audit team, (ii) supervised or had direct
management responsibility for the audit (including at all successively senior levels through the independent auditors chief executive), (iii) evaluated the performance or recommended the compensation of the audit engagement partner,
(iv) provided quality control or other oversight of the audit, (v) provided 10 or more hours of non-audit services to the Corporation (or expects so to provide), or (vi) served in the office of the independent auditor in which the
lead audit engagement partner primarily practiced in connection with the audit.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In considering whether to approve a proposed
hiring under any of the foregoing circumstances, the Committee may take into account any advice by the Chief Legal Officer or the Corporate Secretary (or such officers in similar capacities or positions who performs substantially similar functions)
of the Corporation that a proposed hiring is not barred by the independence standards applicable to independent auditors of issuers of securities listed on the Toronto Stock Exchange or the New York Stock Exchange.

The Chief Financial Officer shall report to the Committee annually, if applicable, any hiring during the preceding fiscal year of partners and employees
of the Corporations independent auditor not falling within the foregoing circumstances, including the identity and position within the Corporation of such hired persons.



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