POSITIONED FOR
GROWTH
STOLT-NIELSEN S.A.
2000 ANNUAL REPORT
STOLT-NIELSEN S.A. COMPANY BUSINESSES
MISSION
STATEMENTS
STOLT-NIELSEN TRANSPORTATION GROUP
To build a global network to take care of our customers’ every bulk liquid logistic need from
door to door throughout the world and be a low cost provider of such services.
STOLT OFFSHORE
To design, install and service a complete range of offshore surface and subsea infrastructure
for the oil and gas industry worldwide.
STOLT SEA FARM
To position itself as a world leading seafood company by maximizing on the potential of the
aquaculture industry worldwide and through targeted long-term investments in developing
new species, implementing intensive fish farming technologies, establishing a global sales net-
work and in making branded aquaculture products available for the retail consumer market.
OPTIMUM LOGISTICS
To provide software applications which optimize logistics and create value by streamlining
administration, balancing inventory and maximizing asset utilization.
PRIME SUPPLIER
To create unprecedented cost savings for ship operators by harnessing the power and global
reach of the internet to fundamentally change the way ship supplies and services are purchased
and delivered.
CONTENTS
Financial Highlights | 1 Message From the Chairman | 2 At-A-Glance | 5 Stolt-Nielsen Transportation Group | 6 Stolt Offshore | 8
Stolt Sea Farm | 10 Board of Directors | 12 Financials: Management’s Discussion and Analysis | 13 Report of Independent Public Accountants | 22
Consolidated Financial Statements | 23 Notes to Consolidated Financial Statements | 27 Stock Trading History | 44 Shareholder Information | 45
FINANCIAL HIGHLIGHTS
(in US $ millions, except per share data)
For the years ended November 30, 2000 1999 1998
Net operating revenue $ 2,268.6 $ 1,780.9 $ 1,796.6
Income from operations $ 91.3 $ 112.2 $ 190.3
Net income (loss) $ (12.4) $ 46.9 $ 96.3
Cash flows from operating activities $ 140.8 $ 194.3 $ 212.0
Earnings per share
Basic $ (0.23) $ 0.86 $ 1.76
Diluted $ (0.23) $ 0.86 $ 1.75
Weighted average number of Common and Class B shares
and equivalents outstanding
Basic 54.7 54.5 54.7
Diluted 54.7 54.8 55.0
Cash dividends paid per share $ 0.25 $ 0.375 $ 0.50
As of November 30, 2000 1999 1998
Long-term debt and capital lease obligations $ 1,415.0 $ 1,179.4 $ 1,128.9
Shareholders’ equity $ 1,095.8 $ 1,141.6 $ 1,132.4
Book value per share $ 20.00 $ 20.91 $ 20.78
Total number of Common and Class B shares outstanding 54.8 54.6 54.5
Net Operating Net Income Cash Flows
Revenue (Loss) from Operations 2000 Revenue by Business
(US $ billions) (US $ millions) (US $ millions) (US $ millions)
$2.5 $250 $250
Stolt Sea Farm Stolt-Nielsen
$310.4 Transportation Group
$237.1
$974.8
$2.27
$212.0
$2.0 $200 $200
$194.3
$1.80
$179.0
$1.78
Stolt Offshore
$1.5 $150 $150
$1.53
$983.4
$140.8
$140.6
$1.35
$1.0 $100 $100
Identifiable Assets
$96.3
$91.9
(US $ millions as of November 30, 2000)
Stolt Sea Farm Other
$0.5 $50 $50
$284.0 $9.2
$46.9
$0 0 0
96 97 98 99 00 96 97 98 99 00
$(12.4)
Stolt-Nielsen
Stolt Offshore Transportation Group
$1,402.8 $2,031.3
$-50
96 97 98 99 00
1
STOLT-NIELSEN S.A. 2000 ANNUAL REPORT
Jacob Stolt-Nielsen is
the Founder and Chairman
of Stolt-Nielsen S.A.
MESSAGE FROM THE CHAIRMAN
The only bright spot in the 2000th and last year of the second millennium was
In sum, we are well
Stolt Sea Farm. Stolt-Nielsen Transportation Group had a difficult year as expected.
positioned for a turn Tank containers and storage terminals performed reasonably well, but the par-
cel tanker market suffered from over supply of ships and rates were only about 70
around in Stolt-Nielsen
per cent of what they had been in 1995. In spite of high crude oil prices through-
Transportation Group. out the whole year and significant increases in exploration expenditure, few new
offshore oil field development projects were started, resulting in idle equipment
How far and how quickly
and depressed prices for Stolt Offshore.
this will impact the Stolt-Nielsen S.A. reported a consolidated net loss of $12.4 million down from
a net profit of $46.9 million in 1999. Prospects for the Year 2001, the first year of the
bottom line is difficult
new millennium, are good. We are expecting a turn around in the markets of both
to say given the recent Stolt-Nielsen Transportation Group and Stolt Offshore and for the satisfactory result
of Stolt Sea Farm to continue.
uncertainty in the global
economic picture. STOLT-NIELSEN TRANSPORTATION GROUP
In the mid-1990s we embarked upon a new building program to maintain mar-
ket share and replace existing tonnage with safer, more environmentally friendly
and more efficient ships. The $1.3 billion, 24 ships program is now completed,
except for one ship which will be delivered in 2001. Unfortunately, during the same
period, many other ship owners followed our lead and, together, ordered more new
ships than were needed to meet growth and replacement.
In addition, the Asia Pacific region fell into a severe economic crisis starting in 1997, resulting in reduced transporta-
tion requirement. Oversupply and the Asia Pacific economic crisis together resulted in a fall in both the tank container and
tanker markets which we only began to come out of in the last quarter of 2000.
The prospect for 2001 is much improved. There is little new supply of parcel tankers coming into the market. We expect
an annual growth in supply of no more than two per cent per year for the next three years. There is little chance that this
will change because the few shipyards capable of building stainless steel chemical tankers are mostly fully booked for the
construction of other types of ship for the foreseeable future.
In spite of the Asian crisis, the world’s requirement for chemical transportation continued to grow also in the second half
of the nineties. Not as much as in the first half, but gradually, the oversupply of ships is being absorbed.
We have entered into co-service agreements with two parcel tanker companies, Tokyo Marine and Seatrans of Bergen,
Norway, to optimize scheduling of our fleets, in certain markets, to improve operational efficiency. There has also been con-
solidation in our industry with a merger of our competitors, Odfjell Tankers and Seachem.
In the wake of the Erika spill and the Ievoli Sun sinking in Europe, the shipping industry is under scrutiny. This has led to
increased pressure on our customers by the public, press, politicians and regulators to take responsibility for the quality of
the ships they contract for transportation. This should lead to increased focus on quality and safety which will benefit us.
It does not take much of an increase in parcel tanker freight rates to improve Stolt-Nielsen Transportation Group’s results.
A six per cent increase in freight rates would result in an improvement of $1,000 per day, per ship in sailed-in time charter
hire, which would result in a $25 million improvement of the bottom line.
We have continued to expand our terminal network. We went from having four terminals in 1996 to now having a
global network of 11 terminals. Our new construction, the New Orleans terminal, is expected to open in 2001. We are only just
beginning to see the benefits that close integration of our parcel tankers and terminals provides in terms of customer serv-
ice, cost efficiency and improved returns.
2
Prospects for the year 2001, the first year of the new millennium,
are good. We are expecting a turn around in the markets of both
Stolt-Nielsen Transportation Group and Stolt Offshore and for
the satisfactory result of Stolt Sea Farm to continue.
In sum, we are well positioned for a turn around in Stolt-Nielsen Trans-
It is expected that oil
portation Group. How much and how quickly this will impact the bottom line is
difficult to say given the recent uncertainty in the global economic picture. companies' expenditure
for exploration and pro-
STOLT OFFSHORE
For Stolt Offshore 2000 has been a disappointing year in terms of earnings, with duction will increase by
continued weak demand and some operational problems. The result for the year
more than 20 per cent
was a $34.4 million loss, down from a $16.2 million profit in 1999. The acquisi-
tion of ETPM has increased our market share worldwide and particularly in the over 2000. In terms of
fast-growing West Africa market, but activity has been low. At this time last year
Stolt Offshore’s segment
we saw clear signs of an improving market on the horizon, but the recovery has
taken six months longer than anyone expected. of the market, the increase
The year has been important and valuable in terms of consolidating the
is expected to be over
former Stolt Comex Seaway, Ceanic and ETPM companies into what is now Stolt
Offshore. The integration process has progressed well with cost savings and syn- 40 per cent!
ergies from bringing the three companies together exceeding our expectations.
The best practices of all companies have been incorporated into the new man-
agement system, which will enable us to achieve our vision of being the offshore
contractor of choice across the whole range of products and services that we
offer our customers.
For 2001 prospects are much better. It is expected that oil companies’ expenditure for exploration and production will
increase by more than 20 per cent over 2000. In terms of Stolt Offshore’s segment of the market the increase is expected to
be over 40 per cent!
STOLT SEA FARM
You need patience to be a pioneer. And money! I started Sea Farm A/S in 1972. Over the years we both made and lost
money, but aquaculture never became ‘big business’. This began to change in 1997 and last year Stolt Sea Farm was our most
profitable business! Still, I believe we have only seen the beginning. Today an aquaculture company is measured on how
much salmon it produces. Salmon farming is a start, but we cannot believe that salmon alone can replace the reduced
volumes coming out of our oceans? I believe in the future more money will be made on farmed white fish than on farmed
salmon. For this reason we continue to spend money on research and development.
In late 2000 we purchased Australian Bluefin Pty Ltd, a company that ‘ranches’ tuna for the Japanese market. This
acquisition adds to the product diversification of Stolt Sea Farm’s business. Stolt Sea Farm also purchased La Couronne, a
smokehouse, which will be our first Seafood Center in Europe that will develop, process and distribute our products for the
North Europe market. We opened our second Seafood Center in North America just before Christmas in Stratford, Connecticut
to serve Northeast U.S.A.
We have resisted the temptation to buy additional salmon farming capacity in 2000. Due to the very high salmon
prices, prices paid for salmon farming concessions have sky-rocketed. Many of our competitors have bought salmon farm-
ing companies at prices at which we do not believe money can be made at the salmon prices we forecast for the future. We
have therefore decided to wait and see.
We attempted to take Stolt Sea Farm public on the Oslo Stock Exchange in 2000, but withdrew the IPO because of
an unsatisfactory price.
3
STOLT-NIELSEN S.A. 2000 ANNUAL REPORT
We expect Stolt Sea Farm
will continue to deliver satis- We expect Stolt Sea Farm will continue to deliver satisfactory results, even
factory results, even with the with the present lower salmon prices as a result of our efficient cost structure,
improving results from halibut, turbot and sturgeon, the new addition of Australian
present lower salmon prices Bluefin tuna and our global sales and marketing organization which is creating
as a result of our efficient value in each local market.
cost structure, improving E-COMMERCE VENTURES
results from halibut, turbot We have been in the forefront of the development and use of information tech-
nology for our own transportation business. With the internet, we decided to
and sturgeon, the new addi- commercialize our expertise in logistics and procurement. In March 2000 we
tion of Australian Bluefin announced the formation of Optimum Logistics to provide internet-based logis-
tics software for the bulk materials business. Subsequently we also decided to
tuna and our global sales make available our electronic purchasing system to other companies and formed
and marketing organization Prime Supplier. Both these companies made considerable progress in 2000 in
adapting our systems for internet-based commercial use. Cash expenditure or
which is creating value in ‘the burn rate’ for Optimum Logistics was $13.6 million and for Prime Supplier
each local market. $3.8 million in 2000. We expect both companies to begin to earn revenue in 2001.
SHARE RESTRUCTURING
In late 2000 we decided to propose, at an Extraordinary General Meeting to be held
in March, a plan to simplify — and ‘democratize’ — our share structure by reclassifying the non-voting Stolt-Nielsen Class B
shares to voting Common shares. The holders of the Founder’s shares have also agreed to remove certain special blocking
rights in the Founder’s shares. The reclassified Common shares will be listed in Norway at the Oslo Stock Exchange and
trade as ADRs in the United States on Nasdaq. We believe these actions will improve liquidity and increase shareholder value.
FINANCE, OUTLOOK, AND DIVIDEND
In 2000, Stolt-Nielsen’s capital expenditures were $671 million reflecting Stolt Offshore’s acquisition of ETPM and the NKT
joint venture, the last year of major expenditures for Stolt-Nielsen Transportation Group’s newbuilding program, and the
continued expansion of Stolt Sea Farm. With the anticipation of better business results to come and the winding down of
our capital expenditure programs, we expect the businesses to generate significant cash flow going forward. Operating in
cyclical industries, our strategy is to pursue acquisitions (increasing leverage) in the trough of the business cycles (when
bargains are available) and de-leverage the Company as the business cycle improves.
At the November 2000 meeting, the Board of Directors declared an interim dividend of $0.125 per share that was paid
in December of 2000. The Board of Directors has recommended a final dividend payment for 2000 of $0.125 per share to be
paid in May 2001. The profit sharing plans of Stolt-Nielsen Transportation Group and Stolt Offshore will not make profit
sharing payments in 2000 but Stolt Sea Farm will make a profit sharing payment of $1.3 million.
After 41 years as CEO and with all of our businesses appearing to be on track at the same time, I feel it is a good time to
step aside and hand the reins to my son, Niels Gregers. I shall stay on as Chairman for some time yet. Following Christopher
J. Wright’s retirement at the end of 2001, my son Jacob B. will take over his position as Chief Operating Officer.
The Company has gone through a couple of difficult years. Thanks to the hard work, dedication, and ingenuity of our 12,000
employees, I believe we have come through this difficult period stronger than ever. I want to thank them all for their efforts.
4
JACOB STOLT-NIELSEN
London, February 2, 2001
STOLT-NIELSEN S.A. AT-A-GLANCE
STOLT-NIELSEN TRANSPORTATION GROUP STOLT OFFSHORE STOLT SEA FARM
PROVIDES PROVIDES PRODUCES AND MARKETS
> Transportation services for bulk liquids > Conceptual Engineering > Atlantic Salmon
> Storage and handling services for bulk liquids > Design Engineering > Salmon Trout
> Internet-based system for tracking and > Drill Support > Turbot
booking bulk liquid cargoes and managing > Survey > Halibut
all third-party suppliers > Fabrication > Sturgeon
> Outsourcing of logistics and supply chain > Installation > Caviar
management services for bulk liquids > Deepwater Solutions > Tuna
> Field Maintenance > Sole
CUSTOMER BASE > Heavy Lifting > Tilapia
> Chemical manufacturers > Decommissioning & Abandonment
> Traders of chemicals CUSTOMER BASE
> Edible oil manufacturers CUSTOMER BASE > Processors
> Traders of edible oils > Oil companies > Smokers
> Petroleum refiners and traders > Natural gas companies > Distributors
> Oleo chemical manufacturers > Retailers
STRATEGIES > Food Service
STRATEGIES > Design, install and service a
> Become the total transportation logistics supplier complete range of offshore surface STRATEGIES
for the majority of its client base and subsea infrastructure for the > Employ modern techniques in
> Create value in the transportation and logistics oil and gas industry worldwide breeding, farming and processing
of bulk liquids > Be the offshore contractor of to produce high quality and low
> Provide our customers quick access to new choice across the range of services cost seafood
markets with our global reach and understanding we provide > Establish total control along the
the local requirement and customs chain from broodstock programs,
KEY STATISTICS — 2000 egg and juvenile production,
KEY STATISTICS — 2000 > 5,700 employees on-growing, and processing to
> 5,000 Employees > 27 Offices marketing and sales
> 26 Offices > 4 Flowline and Pipeline Lay Ships > Develop a variety of customer-
> 142 Parcel Tankers with 2.7 Million > 9 Construction Ships friendly, value added products
Deadweight Tons of Capacity > 5 Survey and Maintenance Ships > Establish the Sterling brand name
> 15,923 Tank Containers > 8 Pipelay/Heavy Lift Ships and Barges
> 11 Terminals with 8.3 Million Barrels of Storage > 14 Shallow Water Ships KEY STATISTICS — 2000
> 347 Rail Cars > 98 Remotely Operated Vehicles > 1,300 Employees
> 23 Offices
> Sales (gutted whole fish equivalent):
> 60,100 Tons of Atlantic
Salmon and Salmon Trout
> 231 Tons of Halibut
> 2,486 Tons of Turbot
> 182 Tons of Sturgeon
> 1,800 Kilos of Caviar 5
STOLT-NIELSEN S.A. 2000 ANNUAL REPORT
Stolt-Nielsen Transportation
Group provides complete, quality
assured, cost-effective, integrated
logistics solutions.
TERMINALS
STOLT-NIELSEN TRANSPORTATION GROUP
This is an exciting time for the chemical transportation and logistics industry.
Stolt-Nielsen Transpor- After several years of stagnating demand primarily caused by the weak Asia Pacific
tation Group provides the economies, demand for chemical transportation is again on the rise. The major
world’s leading network investment programs embarked upon in the mid 1990s by transportation providers
of transportation and are nearing completion and the worldwide fleet of parcel tankers is expected to
storage services for bulk
grow on average only 2% per year for the next three years. Marine catastrophes
liquid chemicals, acids,
like the Erika spill and Ievoli Sun sinking have made customers more quality focused.
edible oils and other
The chemical industry has begun to outsource much of its non-core functions such
specialty liquids.
as transportation and logistics. The industry needs service providers who can
deliver complete, quality-assured, cost effective, integrated logistics solutions.
Stolt-Nielsen Transportation Group has always led the way in quality cus-
tomer service for bulk liquid logistics. Stolt-Nielsen Transportation Group has been
a pioneer — from the development of the first parcel tanker in the 1960s and the
pioneering of the tank container market in the early 1980s to the development of
an integrated storage terminal network and the implementation of an internet-
based cargo booking and tracking system.
In the mid 1990s, Stolt-Nielsen Transportation Group embarked on a major
Changes in Chemical Tanker
Competitive Fleet
(in millions of Deadweight Tons) investment program. The world’s most technically advanced parcel tankers were
1.5
Additions designed and built to replace older tonnage. The storage terminal network was
1.2
Removals
0.9
expanded in developing economies where facilities for the chemical industry were
Source: Stolt, Chemindex
0.6 needed. The tank container fleet was expanded to meet increasing demand. A world-
0.3 class e-commerce system tailored to individual customer need was developed.
0.0 As market leader and innovator, with its expanded capabilities, Stolt-Nielsen
-0.3 2000 2001E 2002E 2003E Transportation Group is well positioned to prosper.
6
Stolt-Nielsen Transportation Group
offers the world’s most technically
advanced parcel tankers, an integrated
storage terminal network, tank container
and rail car fleets, and a world class
e-commerce system tailored to individual
customer need.
TANK CONTAINERS RAIL CARS
PARCEL TANKERS
7
Stolt Offshore offers its customers
a complete turnkey engineering,
construction and maintenance service
for subsea oil and gas fields from the
wellhead up to and including the fixed
or floating production platform.
ENGINEERING FABRICATION
INSTALLATION
8
STOLT-NIELSEN S.A. 2000 ANNUAL REPORT
SURVEYING MAINTENANCE
STOLT OFFSHORE
The world demand for energy continues to grow. Production from new fields is
Stolt Offshore is a leading
vital to meet this growing demand. The largest new reservoirs have increasingly
contractor to the offshore oil
been found in deepwater offshore fields, particularly in West Africa, the Gulf of
and gas industry, specializing
Mexico and Brazil. Oil and gas companies are also increasingly turning to con-
in technologically sophisti-
tractors such as Stolt Offshore to take full responsibility for the development of
cated offshore and subsea
new fields, from conceptual engineering to procurement of equipment to instal-
engineering, flowline and
lation to the maintenance of producing fields. The continuing high oil price has pipeline lay, construction,
led to a progressive increase in exploration and production investments. Inter- inspection and maintenance
national expenditure increased by almost 20% on the full year 2000, mostly for services.
exploration. Forecasts call for a similar growth in 2001, but now more oriented
towards offshore construction.
In the mid 1990s, Stolt Offshore began a program of investment to turn the
Deepwater Oil Production
(By field depth, in millions of barrels oil/day)
company from a diving services company into a full service Engineering, Pro- 10
>2,500 feet
curement, Installation and Construction (EPIC) contractor. This program has been 8
600 – 2,500 feet
accelerated over the past few years with the acquisitions of Ceanic and ETPM, the 6
Source: CERA/Douglas-Westwood
formation of the NKT joint venture and the pending acquisition of a controlling
4
stake in Paragon Engineering Services. The acquisition of Ceanic provided Stolt
2
Offshore with a strong position in the fast growing Gulf of Mexico deepwater
0
1998 1999 2000E 2001E 2002E 2003E 2004E 2005E
market as well as a Houston base close to where many companies manage their
World Subsea Market, 1998-2002E
international deepwater development. ETPM provided vital assets and impor- (By region, in billions of US dollars)
4.0
tant expertise in the West African market. The NKT Flexibles joint venture 3.5
Source: Stolt Offshore, Coflexip Stena Offshore,
3.0
provides a secure source of flexible pipe manufacturing. Paragon Engineering
2.5
Services provides additional engineering expertise. 2.0
and Salomon Smith Barney
1.5
With the demand for its services anticipated to grow by over 40% in 2001 Stolt
1.0
Offshore, with these recent acquisitions, is well positioned to take advantage of 0.5
0.0
1998 1999 2000E 2001E 2002E
the growing demand for its services.
S. Europe, Africa, Middle East
South America 9
Asia-Pacific
United Kingdom
Norway
North America
STOLT-NIELSEN S.A. 2000 ANNUAL REPORT
Stolt Sea Farm has moved closer
to the customer and shifted the
focus from commodity items to
brand consumer products. It is also
a pioneer in the development of
new species beyond salmon such
as turbot, halibut, sturgeon and
bluefin tuna.
SALMON
STOLT SEA FARM
Stolt Sea Farm produces The oceans are over-harvested as a result of an ever more efficient high tech fish-
and markets high quality
ing fleet. Wild fish are threatened and the supply is diminishing. Aquaculture is
seafood products, including
increasingly becoming a sustainable cost-effective source for the supply of fish.
Atlantic salmon, trout, turbot,
Already most of the world’s supply of high value fish such as Atlantic salmon,
halibut, sturgeon, caviar
salmon trout, turbot, sea bass, and sea bream is farmed.
and bluefin tuna. Production
Stolt Sea Farm has been at the forefront of the aquaculture industry for
sites are located in Europe,
the Americas and Australia almost 30 years. From pioneering salmon smolt in the early 1970s to being one of
with marketing offices in the first internationally diversified aquaculture companies in the 1980s, Stolt Sea
Europe, North America and Farm has always been first to take the industry to the next level of development.
Asia Pacific. Over the past few years, the profit potential of aquaculture has begun to
be realized. Demand for farmed salmon has grown in excess of 10% on average
per year for 10 years. Through improved farming and husbandry techniques,
Global Wild Catch and Farming
of Fish (in million tons)
120
companies like Stolt Sea Farm have brought down the cost of producing salmon
Farming
Wild Catch from over 60 NOK per kilo in 1987 to just over 20 NOK per kilo in 2000. Further-
100
80 more, the salmon segment of the industry has begun to consolidate. In 1994 there
60 were some 676 companies in the world involved in sea farming and today there
40
are fewer than 275.
Source: FAO
20
Stolt Sea Farm is again at the forefront of the industry pioneering new hori-
0
1950
1960
1970
1980
1990
1992
1994
1996
1998
2000E
zons. Through its seafood centers in the U.S.A. and Europe, Stolt Sea Farm has
moved closer to the customer and shifted the focus from commodity items to
Development of Global Production of
Atlantic Salmon (Round weight, in million tons)
1.0 brand consumer products. Stolt Sea Farm is also the pioneer in the development
0.8
of new species such as turbot, halibut, sturgeon, and bluefin tuna.
As the industry moves into a new stage of growth and profitability, Stolt Sea
0.6
Farm will continue to be a leader in the production and marketing of high quality
0.4
Source: Kontali Analyse
seafood products.
0.2
0
1992
1993
1994
1995
1996
1997
1998
1999E
2000E
10
HALIBUT TURBOT CAVIAR
BLUEFIN TUNA
11
BOARD OF DIRECTORS
JACOB STOLT-NIELSEN Mr. Jacob Stolt-Nielsen has served as Chairman of the Company since
he founded it in 1959. He also serves as Chairman of the Board of Directors of Stolt Offshore S.A.
He held the position of Chief Executive Officer of Stolt-Nielsen S.A. from 1959 until November
2000. He was trained as a shipbroker and worked in that capacity in London and New York prior to
founding the Company. He holds a degree from Handelsgymnasium, Haugesund, Norway. He is a
Norwegian citizen.
NIELS G. STOLT-NIELSEN Mr. Niels G. Stolt-Nielsen has served as a Director of the Company and
as President, Stolt Sea Farm since 1996. In November of 2000 he was appointed to the position of
Chief Executive Officer of Stolt-Nielsen S.A. Mr. Stolt-Nielsen graduated from Hofstra University
in 1990 with a BS degree in Business and Finance. He joined the Company the same year in Green-
wich, Connecticut, working first as a shipbroker and then as a round voyage manager. In 1994 he
opened and organized the Company’s representative office in Shanghai. Mr. Niels G. Stolt-Nielsen
is the son of Mr. Jacob Stolt-Nielsen. He is a Norwegian citizen.
JACOB B. STOLT-NIELSEN Mr. Jacob B. Stolt-Nielsen has served as a Director of the Company
since 1995. In 2000, he founded and currently serves as Chief Executive Officer of Prime Supplier
Ltd. From 1992 until 2000 he held the position of President, Stolthaven Terminals, with responsi-
bility for the Company’s storage business. Mr. Stolt-Nielsen graduated from Babson College in 1987
with a BS degree in Finance and Entrepreneurial Studies. He joined the Company in 1987 and served
in various positions in Oslo, Singapore, Greenwich, Connecticut and Houston, Texas. Mr. Jacob B.
Stolt-Nielsen is the son of Mr. Jacob Stolt-Nielsen. He is a Norwegian citizen.
CHRISTER OLSSON Mr. Olsson has served as a Director of the Company since 1993. He is Chair-
man of WalleniusWilhelmsen Lines A/S. He also serves as President for Walleniusrederierna AB
and a Director of Atlantic Container Line AB, B&N AB, and the Swedish Club. He received his BLL
degree from Stockholm University and is a Swedish citizen.
ERLING C. HJORT Mr. Hjort has served as a Director of the Company since 1995. He is a gradu-
ate of the Faculty of Law at the University of Oslo. In 1964 he joined the Norwegian law firm,
Wikborg, Rein & Co. in Oslo, where he was admitted to the bar in the same year. In 1970 he was
admitted to the bar of the Norwegian Supreme Court and in 1993 he became the Senior Partner
in Wikborg, Rein & Co. He is a Norwegian citizen.
KINICHI HIRAYAMA Mr. Hirayama was appointed a Director of the Company on June 2000. He
joined NYK Line (“NYK”) in 1965 and has worked in both Japan and the U.S.A. in various positions
within NYK. Mr. Hirayama is presently Chairman and Chief Executive Officer of NYK Line (North
America) Inc. and Managing Director of NYK Tokyo. He is a graduate of Keio University where he
majored in Economics. Mr. Hirayama is a Japanese citizen.
CARROLL BJORNSON Mr. Bjornson has served as a Director of the Company since 1974. He
was employed by the Company in a variety of executive capacities from 1963 to 1985. He then
became principal shareholder, Chairman and Chief Executive Officer of Maryland Marine Inc. until
its sale in November 1997. Mr. Bjornson is a graduate of the U.S. Merchant Marine Academy and
holds an MBA from the Harvard University Graduate School of Business Administration. He is a
U.S. citizen.
MANAGEMENT TEAM
JACOB STOLT-NIELSEN Chairman of the Board REGINALD J.R. LEE Chief Executive Officer: Stolt-Nielsen Transportation Group
NIELS G. STOLT-NIELSEN Chief Executive Officer: Stolt-Nielsen S.A. & Stolt Sea Farm BERNARD VOSSIER Chief Executive Officer: Stolt Offshore
12
CHRISTOPHER J. WRIGHT President & Chief Operating Officer SAMUEL COOPERMAN Chief Executive Officer: Optimum Logistics
JAN CHR. ENGELHARDTSEN Chief Financial Officer JACOB B. STOLT-NIELSEN Chief Executive Officer: Prime Supplier
STOCK TRADING HISTORY
STOCK TRADING HISTORY (UNAUDITED)
Common Shares (Nasdaq)
For the years ended November 30, Qtr. 1 Qtr. 2 Qtr. 3 Qtr. 4
2000
High $18.750 $22.000 $22.000 $21.000
Low $11.750 $15.250 $16.063 $17.000
1999
High $12.750 $14.500 $16.750 $15.875
Low $ 9.000 $10.500 $12.750 $11.875
1998
High $22.375 $20.625 $18.750 $14.625
Low $17.125 $17.250 $10.500 $10.375
B Shares (Nasdaq)
For the years ended November 30, Qtr. 1 Qtr. 2 Qtr. 3 Qtr. 4
2000
High $19.125 $20.500 $25.000 $22.750
Low $14.625 $16.250 $16.875 $17.125
1999
High $12.250 $15.938 $19.250 $18.063
Low $ 9.875 $11.750 $14.750 $14.375
1998
High $23.500 $20.375 $19.000 $13.500
Low $17.625 $17.750 $10.000 $ 9.500
B Shares (Oslo Stock Exchange) (Norwegian kroner)
For the years ended November 30, Qtr. 1 Qtr. 2 Qtr. 3 Qtr. 4
2000
High 160.00 180.00 225.00 215.00
Low 120.00 145.00 150.00 165.00
1999
High 95.00 127.50 148.00 145.00
Low 73.00 96.00 118.00 122.00
1998
High 170.00 152.00 147.00 97.50
Low 138.00 137.00 90.00 75.00
44
SHAREHOLDER INFORMATION
STOCK LISTINGS INVESTOR RELATIONS AND PRESS INQUIRIES
Common Shares — On Oslo Stock Exchange under Shareholders, securities analysts, portfolio managers,
symbol SNI and on Nasdaq as an American Depositary representatives of financial institutions, and the press
Receipt (“ADR”) under symbol SNSA may contact:
COUNTRY OF INCORPORATION — Luxembourg William W. Galvin III
The Galvin Partnership
SHAREHOLDER INFORMATION MEETINGS 67 Mason Street
March 29, 2001 at 10:30 AM Greenwich, CT 06830 U.S.A.
Scandinavia House Telephone: 1 203 618 9800
58 Park Avenue Fax: 1 203 618 1010
New York, NY 10016 U.S.A. E-Mail: wwgalvin@galvinpartners.com
April 4, 2001 at 9:30 AM TRANSFER AGENT AND REGISTRAR
Den norske Bank ASA Common Shares — VPS
Auditorium Den norske Bank ASA
Stranden 21 Stranden 21
N-0250 Oslo 2 Norway N-0250 Oslo 2 Norway
Telephone: 47 22 94 94 93
ANNUAL GENERAL MEETING Fax: 47 22 48 11 71
April 26, 2001 at 2:00 PM E-Mail: grethe.nes@dnb.no
Services Généraux de Gestion S.A.
23, avenue Monterey DEPOSITARY BANK
L-2086 Luxembourg Common Shares — ADRs
Citibank N.A.
INTERNET ADDRESS ADR Department
www.stolt-nielsen.com 111 Wall Street, 20th Floor
New York, NY 10043 U.S.A.
FINANCIAL INFORMATION Telephone: 1 877 248 4237
Copies of press releases, quarterly earnings releases, www.citibank.com/adr
annual report, and SEC Form 20-F are available on the
internet at www.stolt-nielsen.com or by contacting: AUDITORS
Arthur Andersen LLP
Valerie Lyons 1345 Avenue of the Americas
Stolt-Nielsen Ltd. New York, NY 10105 U.S.A.
Aldwych House
71-91 Aldwych DIVIDENDS
London, WC2B 4HN England Cash dividends are normally paid twice a year in
Telephone: 44 20 7611 8904 U.S. dollars. On December 20, 2000, the Company paid
Fax: 44 20 7611 8952 an interim cash dividend for the 2000 fiscal year of
E-Mail: vlyons@stolt.com $0.125 per Common Share and per Class B Share to
shareholders of record as of December 6, 2000. The
Company expects to pay a final cash dividend for the
2000 fiscal year of $0.125 per share to shareholders
during May of 2001.
Design: Inc Design, incdesign.com
STOLT-NIELSEN
TRANSPORTATION
GROUP LTD.
8 Sound Shore Drive
P.O. Box 2300
Greenwich, CT 06836
U.S.A.
Tel: 1 203 625 9400
Fax: 1 203 661 7695
www.sntg.com
STOLT-NIELSEN S.A.
STOLT OFFSHORE S.A.
c/o Stolt Offshore Ltd. c/o Stolt-Nielsen Ltd.
Dolphin House Aldwych House
Windmill Road 71-91 Aldwych
Sunbury-on-Thames
Middlesex TW16 7HT
London WC2B 4HN
England England
Tel: 44 19 3277 3700 Tel: 44 20 7611 8960
Fax: 44 19 3277 3701 Fax: 44 20 7611 8965
www.stoltoffshore.com
www.stolt-nielsen.com
STOLT SEA FARM OPTIMUM LOGISTICS LTD. PRIME SUPPLIER LTD.
HOLDINGS PLC
c/o Optimum Logistics Inc. c/o PrimeSupplier Ltd.
c/o Stolt Sea Farm A.S. 300 First Stamford Place, Greencoat House
Grev Wedels Plass 5 Suite 4501 183 Clarence Street
P.O. Box 370 Sentrum Stamford, CT 06902 Kingston-upon-Thames
0102 Oslo U.S.A. Surrey KT1 1QT
Norway Tel: 1 203 323 9204 England
Tel: 47 22 40 14 00 Fax: 1 203 323 9308 Tel: 44 20 8481 1030
Fax: 47 22 40 14 14 www.optimumlogistics.com Fax: 44 20 8481 0081
www.stoltseafarm.com www.primesupplier.net