Stolt-nielsen

Board/Management Information • Nov 16, 2010

Stolt-Nielsen S.A. Shareholders Approve Plan to Migrate Parent Company to Bermuda from Luxembourg

LONDON, November 16, 2010 - Stolt-Nielsen S.A. ("SNSA") (Oslo Børs: SNI)

announced today that all agenda items were approved at an Extraordinary Meeting

of Shareholders held to vote upon the proposed plan to migrate the location of

the parent company to Bermuda from Luxembourg, where SNSA is currently

registered.  The meeting took place today at the offices of SGG S.A., 412F route

d'Esch, L-1471 Luxembourg.

Under the plan, which was recommended by the SNSA Board of Directors, SNSA and

Stolt-Nielsen Limited, a recently formed Bermuda company wholly owned by

SNSA, will merge and amalgamate with each other, effective November 18, 2010.

The amalgamated company will be named Stolt-Nielsen Limited.  As required by the

plan, shareholders of Stolt-Nielsen Limited also approved the plan at a special

general meeting held today in Bermuda.

SNSA shareholders registered in the Norwegian Central Securities Depository

(Verdipapirsentralen or VPS) with DnB NOR Bank ASA, as VPS Registrar, at the

close of business on November 18, 2010 will receive one share in the Bermuda

company for each share in SNSA.  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.

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 move to Bermuda will 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.

Contacts:

Jan Chr. Engelhardtsen

Chief Financial Officer

UK +44 (0) 20 7611 8972

j.engelhardtsen@stolt.com

Jens F. Grüner-Hegge

V.P. Corporate Finance

UK +44 (0) 20 7611 8985

j.gruner-hegge@stolt.com

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#1463086]