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Stolt-nielsen

AGM Information Mar 21, 2025

9910_rns_2025-03-21_c4677ccc-c1b8-4f00-8654-0fe1e920ba85.pdf

AGM Information

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NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY ON APRIL 17, 2025

The Annual General Meeting of Stolt- Company Company at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, on Thursday, April 17, 2025 at 10:00 a.m. local time, for the following purposes:

  • (1) fiscal year ended November 30, 2024 (as approved by the Board of Directors of the Company Board and included within the 2024 Annual Report, which has been posted for shareholders to access on the www.stolt-nielsen.com/investors/);
  • (2) To approve the determination of dividends and allocation of profits of the Company for the fiscal year ended November 30, 2024, namely (i) approval of a dividend of One United States Dollar and Twenty-Five Cents (US\$1.25) per Common Share and One Half C declared on November 7, 2024 and paid on December 4, 2024, (ii) approval of the recommendation of the Board as announced on February 11, 2025 of payment of a dividend of One United States Dollar and Twenty-Five Cents (US\$1.25) per Common Share payable on May 7, 2025 to shareholders of record as of April 24, 2025 and (iii) transfer of all undistributed profits to the retained earnings of the Company; (3) To authorize the Company, or any wholly owned subsidiary, to purchase Common Shares of the Company, (i) the maximum price to be paid for such Common Shares shall not be higher than the higher of the (ii) such authorisation being granted for purchases completed on or before the next Annual General (iii) such purchases in aggregate to be limited to (i) 10% of shares outstanding at the date of the Annual (4) To elect the following six individuals as directors of the Company:
  • from time to time in the open market, provided:
    • price of the last independent trade and the highest current independent bid on the Oslo Stock Exchange and other conditions for trading shall be in conformity with applicable mandatory laws and regulations;
    • Meeting of the Company; and
  • General Meeting of the Company and (ii) a maximum aggregate value of US\$20,000,000.00 (US Dollar Twenty Million); (5) To authorise the Board to fill any vacancy on the Board, which will be left unfilled at the Annual General (6) To elect Niels G. Stolt-Nielsen as Chairman of the Board; and

Niels G. Stolt-Nielsen Janet Ashdown Jan Chr. Engelhardtsen Rolf Habben Jansen Tor Olav Trøim Jacob B. Stolt-Nielsen

to hold office until the next Annual General Meeting of the Company or until their respective successors have been elected or appointed or their office is otherwise vacated (biographies of nominees attached);

- Meeting of the Company;

Tel: +1 441 292 7337 Fax: +1 441 295 5655 www.stolt-nielsen.com

(7) To elect PricewaterhouseCoopers LLP, London, as the Independent Auditor to audit the consolidated financial statements of the Company, for a term to expire at the next Annual General Meeting of the Company and to authorize the Board to fix their remuneration.

The Company is a Bermuda exempted company incorporated in accordance with the Companies Act 1981, as As of the close of business on March 20, 2025, 58,523,796 Common Shares and 14,630,949 , and 5,000,000 Common Shares and 1,250,000 held by the Company as Treasury Shares. Treasury Shares are not entitled to vote. The Board has determined that shareholders of record at the close of business on March 20, 2025 will be entitled to NIELS G. STOLT-NIELSEN Dated: March 21, 2025

The Annual General Meeting shall be conducted in conformity with the quorum and voting requirements of the bye-l shall vote as a single class on all matters submitted to a vote of the shareholders, with each share entitled to one vote.

vote at the aforesaid meeting and at any adjournments thereof.

To ensure your representation at the Annual General Meeting, you are hereby requested to fill in, sign, date and return the Proxy Card delivered herewith in the return envelope provided for such purpose or by pdf copy to: [email protected] not later than April 15, 2025 at 12:00 hours Central European Summer Time so that it will be received in time. The giving of such Proxy will not affect your right to revoke such Proxy or vote in person should you later decide to attend the meeting. We strongly recommend that you email a scanned copy of your completed proxy to [email protected]. We further encourage you to sign up to receive the Annual General Meeting Notice and materials by email to save on the use of paper and the cost of distributing the Annual General Meeting Notice and materials.

Notes:

Tel: +1 441 292 7337 Fax: +1 441 295 5655 www.stolt-nielsen.com

The ders to access -nielsen.com/investors/. If you would like to receive a hard copy of the Annual Report, please request a copy by email to: [email protected].

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