AGM Information • Apr 17, 2025
AGM Information
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PRESENT as Proxyholders: Guy Cooper (Chairman)
As proxyholder representing the Common Shares James McGlone As proxyholder representing the Founder Shares
The Annual General Meeting of members of the Company was duly convened at 10.00 a.m. ADT, on Thursday, April 17,2025 al Clarendon House, 2 Church Street, Hamilton, Bermuda, pursuant to the Notice of Annual General Meeting issued by Mr. Niels G. Stolt-Nielsen, Chairman of the Board of Directors of the Company, dated 21 March 2025, which had been mailed to shareholders on 21 March 2025, together with the Chairman's letter and proxy card. The Company's 2024 Annual Report had been posted to the Company's website at www.stoltnielsen.com/i nvestors/.
Mr. Guy Cooper chaired the meeting and agreed to act as secretary to the meeting and kept the minutes thereof.
The Chairman noted that, as at the record date of 20 March 2025, there were 58,523,796 Common Shares in issue and 14,630,949 Founder's Shares in issue, of which 5,000,000 Common Shares and 1,250,000 Founder's Shares were held by the Company as Treasury Shares and therefore not entitled to vote at this meeting. Accordingly, 53,523,796 Common Shares and 13,380,949 Founder's Shares are entitled to vote at this meeting.
The Chairman advised that 53,523,796 Common Shares and 13,380,949 Founder's Shares (being the numbers of issued shares less Treasury Shares) were present or represented at the meeting by proxy and noted that, of these, 16,655,054 of broker non-votes (exclusive of Treasury Shares) in respect of the Common Shares had been returned. He reported that the total shares to be voted at the meeting, comprising both the Common and Founder Shares, was 50,249,691 shares and confirmed that a quorum was present for the purposes of conducting the business of the meeting.
The Chairman described the voting process for the items contained on the Notice of Annual General Meeting previously distributed to the Members. He proceeded to describe each item and presented them to the Members for approval:
The lndependent Auditors' Report and consolidated financial statements of the Company for the fiscal year ended 30 November 2024 had been made available on the Company's website at www.stoltnielsen.com/investors/ on 14 March 2025. The consolidated financial statements were laid before the meeting and no questions were presented by the Members.
The first proposal for Members vote was 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 (U.S. S1.25) per Common Share and One-Half Cent (U.S. 90.005) per Founder's Share declared on November 7,2024 and paid on December 4,2O24, (ii) approval of the recommendation of the Board of Directors of the Company as announced on February tt,2O25, of payment of a dividend of One United States Dollar and Twenty-Five Cents (USS1.25) 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.
The second item for Members vote was to authorize the Company, or any wholly owned subsidiary, to purchase Common Shares of the Company, from time to time in the open market, provided:-
The third item for Members vote was to elect the following six persons as directors of the Company, 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:-
Niels G. Stolt-Nielsen Janet Ashdown Jan Chr. Engelhardtsen Rolf Habben Jansen Tor Olav TrOim Jacob B. Stolt-Nielsen
The fourth item for Members vote was the granting of authority to the Board of Directors to fill any vacancy on the Board of Directors which will be left unfilled at the Annual General Meeting.
The fifth item for Members vote was to elect Niels G. Stolt-Nielsen as Chairman of the Board of Directors of the Company.
The sixth and final item for Members vote was the appointment of 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 of Directors to fix their remuneration.
| FOR: | AGAINST: | ABSTAIN: |
|---|---|---|
| 55.248,891 | NIL | 800 |
| FOR: | AGAINST: | ABSTAIN: |
|---|---|---|
| 55,239,665 | NIL | to,026 |
THAT the following six persons be and are hereby appointed as directors of the Company, 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:- 3
| NOMINEES: | FOR: | AGAINST | ABSTAIN | |
|---|---|---|---|---|
| a. | Niels G. Stolt-Nielsen | 48,138,590 | 7,7LL,40L | NIL |
| b | Janet Ashdown | 54,L8r,260 | 1,068,431 | NIL |
| c. | Jan Chr. Engelhardtsen | 49,329,248 | ss20,443 | NIL |
| d. | Rolf Habben Jansen | 54,759,2L4 | 1,o9o,477 | NIL |
| e. | Tor Olav TrOim | 53,7L5,304 | L,534,387 | NIL |
| f | Jacob B. Stolt-Nielsen | 53,884,919 | 1,364,772 | NIL |
THAT the Board of Directors be authorised to fill any vacancy on the Board of Directors which will be unfilled at the annual general meeting. 4.
| FOR: | AGAINST: | ABSTAIN: |
|---|---|---|
| 46,98s,100 | 8,264,59L | NIL |
THAT the election of Niels G. Stolt-Nielsen as Chairman of the Board of Directors of the Company be and is hereby approved. 5.
| FOR: | AGAINST: | ABSTAIN: |
|---|---|---|
| 47,783,705 | 7,465,986 | NIL |
| FOR: | AGAINST: | ABSTAIN: |
|---|---|---|
| 55,L45,tL4 | to3,777 | 800 |
The business of the Annual General Meeting of Members having been concluded, the meeting was duly closed at 10.30 a.m.
Guy Chairman
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