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Stolt-nielsen Proxy Solicitation & Information Statement 2026

Mar 23, 2026

9910_rns_2026-03-23_3852ffa6-6b70-4d06-9c50-5f8b34023429.pdf

Proxy Solicitation & Information Statement

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Stolt-Nielsen

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Biographies of Nominees

1. Niels G. Stolt-Nielsen

Director and Chairman of the Board of Directors

Appointment

Mr Niels G. Stolt-Nielsen has been the Chairman of the Board since September 2023 and is a member of the Audit Committee. He became the Chairman of the Compensation Committee in September 2024. He has served as a Director of Stolt-Nielsen Limited since 1996.

Experience

Mr Stolt-Nielsen joined Stolt Tankers in 1990 in Greenwich, Connecticut, US. In 1994 he relocated to China to open and head Stolt-Nielsen Limited's representative office in Shanghai. He was the President of Stolt Sea Farm from 1996 until 2000 when he became Chief Executive Officer of Stolt-Nielsen Limited, serving in this role until 2023. From September 2002 until March 2003, he also served as Interim Chief Executive Officer of Stolt Offshore S.A. Mr Stolt-Nielsen graduated from Hofstra University in 1990 with a BS degree in Business and Finance. He is a Norwegian citizen.

Other appointments

Mr Stolt-Nielsen is the Chairman of the Board of Avenir LNG Limited and a Director of Golar LNG Ltd.

2. Janet Ashdown

Director

Appointment

Ms Ashdown is an independent Board member and was appointed as a Director of Stolt-Nielsen Limited in April 2021. She is a member of the Audit and Compensation Committees.

Experience

Ms Ashdown is a highly experienced Independent Director and has served on the boards of four FTSE 250 companies. She joined BP plc in 1980 and led several large businesses as a senior executive during her 30 years with the company. In her last role with BP, Ms Ashdown was responsible for a £20bn network of fuel outlets across the UK. With experience of managing complex supply chain operations, Ms Ashdown also has a deep understanding of industrial distribution businesses and a strong interest in the energy transition, hydrogen and carbon capture, and the broader ESG agenda. Ms Ashdown holds a BSc in Engineering from Swansea University, UK and is a British citizen.

Other Appointments

Ms Ashdown is Non-Executive Director and Chair, Corporate Sustainability Committee and Remuneration Committee at RHI Magnesita N.V.; Non-Executive Director and Chair, Remuneration Committee at Victrex plc; Senior Independent Director at Synthomer Plc.

3. Jan Chr. Engelhardtsen

Director

Appointment

Mr Jan Chr. Engelhardtsen is an independent Board member, having been appointed to the Board of Directors in March 2018. He became the Chairman of the Audit Committee in September 2024.

Experience

Mr Engelhardtsen served as Chief Financial Officer of Stolt-Nielsen Limited for 27 years. He held several key positions during his career with the company, including President of Stolt Tank Containers, which saw him play an important role in our entry into this sector and in setting the foundation for what is a very successful business today. Mr Engelhardtsen also served as President of Stolthaven Terminals, Chief Financial Officer of Stolt Offshore S.A., and President and General Manager of Stolt-Nielsen Singapore Pte. Mr. Engelhardtsen holds an MBA from the Sloan School of Management at the Massachusetts Institute of Technology, as well as undergraduate degrees in Business Administration and Finance. He is a US citizen.

Other appointments

Mr Engelhardtsen is a Director of New York Cruise Lines, Inc.

4. Rolf Habben Jansen

Director

Appointment

Mr Rolf Habben Jansen is an independent Board member and has served as a Director of Stolt-Nielsen Limited since December 2015.

Experience

Mr Habben Jansen began his career at Royal Nedlloyd before joining Danzas, the Swiss logistics firm, which merged with DHL in 1999. He was Head of Global Customer Solutions at DHL from 2006 until joining Damco as Chief Executive Officer in 2009, leaving in 2014 to join Hapag-Lloyd. He is a Dutch citizen and graduated from Rotterdam's Erasmus University in 1991 with a degree in Economics.

Other appointments

Mr Habben Jansen is Chief Executive Officer of Hapag-Lloyd AG and a board member of the World Shipping Council. He is also a member of the Supervisory Board of the Schiphol Group.

Registered in Bermuda No.EC 44330
O'Hara House
Bermudiana Road
Hamilton HM11
Bermuda

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

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Stolt-Nielsen

5. Tor Olav Troim

Director

Appointment

Mr Tor Olav Troim is an independent Board member and has served as a Director of Stolt-Nielsen Limited since April 2016.

Experience

Mr Troim was an equity portfolio manager with Storebrand ASA and Chief Executive Officer for the Norwegian Oil Company DNO AS until 1995. He was employed by Seatankers Management Co. from 1995 to 2014. During this period he was also, at various times, Chief Executive Officer of a number of related public companies, including Frontline Limited, Golar LNG Ltd, Ship Finance Ltd. and Seadrill Ltd. He has served as a director on the boards of Frontline, Marine Harvest ASA, Golden Ocean Group Limited, Seadrill Ltd, Archer Limited and Aktiv Kapital ASA, among others. In 2014, Mr Troim established Magni Partners Ltd., which focuses on research and consultancy in the energy industry. He graduated as M.Sc. Naval Architect from the University of Trondheim, Norway in 1985. He is a Norwegian citizen and a resident of Monaco

Other appointments

Mr Troim is Chairman of Golar LNG Ltd, Director of Borr Drilling Ltd, and owner of Magni Sport AS.

6. Jacob B. Stolt-Nielsen

Director

Appointment

Mr Jacob B. Stolt-Nielsen has served as a Director of Stolt-Nielsen Limited since 1995.

Experience

Mr Jacob B. Stolt-Nielsen joined the company in 1987 and served in various positions in Oslo, Singapore, Greenwich, Connecticut, Houston, Texas and London. He was President of Stolthaven Terminals from 1992 until 2000, when he founded and served as Chief Executive Officer of SeaSupplier Ltd. In 2003, Mr Stolt-Nielsen became Executive Vice President of Stolt-Nielsen Limited from 2003 to 2005 and in 2012 he founded Norterminal AS. He is also a founder of Hydrogen Source AS, Narvik Batteri AS and Northern European Energy Group AS. Mr. Stolt-Nielsen graduated from Babson College in 1987 with a BS degree in Finance and Entrepreneurial studies. He is a Norwegian citizen.

Other appointments

Mr Stolt-Nielsen is Chief Executive Officer of Norterminal AS and is a board member of Stolt-Nielsen Holdings AS, Hydrogen Source AS, Northern European Energy Group AS, and New York Cruise Lines, Inc.

New Director Nominee

7. Jens F. Grüner-Hegge

Experience

Jens F. Grüner-Hegge was appointed Chief Financial Officer of Stolt-Nielsen Limited in March 2018. Since joining the company 34 years ago, he has served in a number of leadership positions, including Vice President Corporate Finance, Director of Tanker Projects for Stolt-Nielsen Transportation Group in Rotterdam and General Manager, Stolt-Nielsen Asia-Pacific Service (SNAPS), a joint venture chemical tanker company based in Singapore.

Grüner-Hegge received his MBA in Finance from The Wharton School of the University of Pennsylvania, and his bachelor's degree in Finance from the University of Massachusetts, Amherst. He is a citizen of Norway.

Registered in Bermuda No.EC 44330

O'Hara House

Bermudiana Road

Hamilton HM11

Bermuda

Tel: +1 441 292 7337

Fax: +1 441 295 5655

www.stolt-nielsen.com