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Stolt-nielsen — Proxy Solicitation & Information Statement 2026
Mar 23, 2026
9910_rns_2026-03-23_cee52b29-1c10-41da-a2f9-d8163b6b6c19.pdf
Proxy Solicitation & Information Statement
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Stolt-Nielsen
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PROXY
STOLT-NIELSEN LIMITED
Proxy solicited on behalf of the Board of Directors of the Company for the Annual General Meeting on April 16, 2026
The undersigned hereby authorize and appoint Shane Gubbins, Andrew Barnes, Kathleen McBeath and Guy Cooper, and each of them, his or her true and lawful agent and proxy with full power of substitution in each, to represent the undersigned at the Annual General Meeting of STOLT-NIELSEN LIMITED (the "Company"), to be held at the registered office of the Company at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda on Thursday, April 16, 2026 at 10:00 a.m. local time, and at any adjournments thereof, on all matters coming before said meeting.
- Determination of Dividends/Allocation of Profits.
- Approval of Authorization of Share Repurchases.
- Election of Directors:
(a) Niels G. Stolt-Nielsen
(b) Janet Ashdown
(c) Jan Chr. Engelhardtsen
(d) Rolf Habben Jansen
(e) Tor Olav Troim
(f) Jacob B. Stolt-Nielsen - Election of Jens F. Grüner-Hegge as Director with effect from 1 December 2026.
- Authorisation of the Board of Directors to fill any vacancy on the Board of Directors left unfilled at the Annual General Meeting.
- Election of Niels G. Stolt-Nielsen as Chairman of the Board of Directors of the Company.
- Election of PricewaterhouseCoopers LLP, London as Independent Auditor of the Company and authorization of the Board of Directors to fix their remuneration.
PLEASE MARK VOTES AS IN THIS EXAMPLE
| Resolution 1 | For | Against | Abstain | Resolution 3(a) | For | Against | Abstain | Resolution 4 | For | Against | Abstain |
|---|---|---|---|---|---|---|---|---|---|---|---|
| ☐ | ☐ | ☐ | ☐ | ☐ | ☐ | ☐ | ☐ | ☐ | |||
| Resolution 2 | ☐ | ☐ | ☐ | Resolution 3(b) | ☐ | ☐ | ☐ | Resolution 5 | ☐ | ☐ | ☐ |
| Resolution 3(c) | ☐ | ☐ | ☐ | Resolution 6 | ☐ | ☐ | ☐ | ||||
| Resolution 3(d) | ☐ | ☐ | ☐ | Resolution 7 | ☐ | ☐ | ☐ | ||||
| Resolution 3(e) | ☐ | ☐ | ☐ | ||||||||
| Resolution 3(f) | ☐ | ☐ | ☐ |
If this Proxy is signed and timely returned to DNB Bank ASA but no specific direction as to vote is marked above as to an issue, the undersigned shall be deemed to have directed the Proxies to vote "FOR" the unmarked issue.
Please be sure to sign and date this Proxy. Additionally, please write your full name in block letters.
When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Proxies executed by a corporation should be in full corporate name by a duly authorized officer with full title as such.
Your proxy is to be received by DNB Bank ASA, Registrars Dept., P.O. Box 1600 Sentrum, 0021 Oslo, Norway, not later than April 14, 2026 12:00 hours Central European Summer Time, either by using the enclosed return envelope or by pdf copy emailed to: [email protected] within the aforementioned date and time.
Name of shareholder: _____ (block letters)
Signature(s) ____ Date: ____
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