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Stolt-nielsen

AGM Information Oct 1, 2010

9910_rns_2010-10-01_eac82b3e-8087-4901-a7d2-d11b5efd268c.html

AGM Information

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Stolt-Nielsen S.A. Announces Extraordinary General Meeting of Shareholders

LONDON, October 1, 2010 - Stolt-Nielsen S.A. (Oslo Børs: SNI) announced today

that an Extraordinary General Meeting of Shareholders will be held at the

offices of SGG S.A., 412F route d'Esch, L-1471 Luxembourg, on Tuesday, November

16, 2010 at 9:00 a.m. local time for the purpose of voting on the proposed plan

to migrate the location of the parent company to Bermuda from Luxembourg, where

SNSA is currently registered.

The transaction will be structured so that SNSA and a recently formed Bermuda

company (initially owned by SNSA) will merge with and amalgamate with each other

and the amalgamated company-named "Stolt-Nielsen Limited"-will continue as an

exempted company in Bermuda.

The Financial Supervisory Authority (FSA) of Norway has approved the Prospectus

for the listing of the common shares of the Bermuda company on the Oslo Børs and

the Oslo Børs has confirmed that the common shares of that company will be

admitted to trading on the Oslo Børs, subject to customary requirements being

satisfied.

A formal notice of the Extraordinary General Meeting will be mailed to SNSA's

shareholders on October 11, 2010.  Shareholders will also be provided with a

copy of the Prospectus approved by the FSA.  The notice and related materials

will be posted on SNSA's website - www.stolt-nielsen.com and www.newsweb.no - by

the close of business on October 11, 2010.  SNSA shareholders of record at the

close of business on October 7, 2010 will be entitled to vote at the meeting.

The Board of Directors of SNSA recommends that shareholders approve the proposed

merger.  The Extraordinary General Meeting will be conducted in conformity with

the quorum and voting requirements of the Luxembourg Company Law and the

Company's Articles of Incorporation.  In addition, as required by Bermuda law,

the merger and amalgamation is subject to the approval of a three-fourths

majority of the votes cast at the meeting.

As announced by SNSA on July 12, 2010, Luxembourg's special holding company

regime will end as of December 31, 2010, as part of ongoing initiatives to

harmonise laws and regulations among the member states of the European Union.

The proposed move is intended to enable SNSA and its shareholders to continue

to benefit from a legal structure similar to that which SNSA has experienced as

a holding company in Luxembourg since 1974.

If shareholders approve the merger and amalgamation, SNSA shareholders of record

at the close of business on November 18, 2010 will receive shares in the Bermuda

company.  The last day of trading of SNSA's common shares on the Oslo Børs will

be November 18, 2010, and the first day of trading of the Bermuda company's

common shares on the Oslo Børs will be November 19, 2010.

Contacts:

Jan Chr. Engelhardtsen

Chief Financial Officer

UK +44 (0) 20 7611 8972

[email protected]

Jens F. Grüner-Hegge

V.P. Corporate Finance

UK +44 (0) 20 7611 8985

[email protected]

About Stolt-Nielsen S.A.

Stolt-Nielsen S.A. (SNSA or the "Company") is a leading global provider of

integrated transportation solutions for bulk liquid chemicals, edible oils,

acids, and other specialty liquids through its three largest business divisions,

Stolt Tankers, Stolthaven Terminals and Stolt Tank Containers. Stolt Sea Farm

produces and markets high quality turbot, sole, sturgeon, and caviar.

Stolt-Nielsen Gas transports liquefied petroleum gas (LPG) with its fleet of

very large gas carriers (VLGCs). Stolt-Nielsen S.A. is listed on the Oslo Stock

Exchange.

Forward-Looking Statements

This press release contains "forward-looking statements" based on information

available to the Company on the date hereof, and the Company assumes no

obligation to update any such forward-looking statement. These statements may be

identified by the use of words like "anticipate," "believe," "estimate,"

"expect," "intend," "may," "plan," "project," "will," "should," "seek," and

similar expressions. The forward-looking statements reflect the Company's

current views and assumptions and are subject to risks and uncertainties. The

Company does not represent or warrant that the Company's actual future results,

performance or achievements will be as discussed in the those statements, and

assumes no obligation to, and does not intend to, update any of those

forward-looking statements other than as may be required by applicable law.

This information is subject of the disclosure requirements acc. to §5-12 vphl

(Norwegian Securities Trading Act)

[HUG#1448434]

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