Stolt-Nielsen Limited

Annual Report 2023

Forward-looking Statements

Included in this publication are various ‘forward-

looking statements’, including statements

regarding the intent, opinion, belief or current

expectations of the Company or its management

with respect to, among other things, (i) goals

andstrategies, (ii) plans for new development,

(iii)marketing plans, the Company’s target

markets, (iv) evaluation of the Company’s

markets, competition and competitive positions,

and (v)trends which may be expressed or implied

byfinancial or other information or statements

contained herein. Such forward-looking

statements are not guarantees of future

performance and involve known and unknown

risks, uncertainties and other facts that may

cause the actual results, performance and

outcomes to be materially different for any future

results, performance or outcomes expressed

orimplied by such forward-looking statements.

These factors include in particular, but are not

limited to, the matters described in the Principal

Risks section on pages 32 to 35.

Our sustainability report uses qualitative

descriptions and quantitative metrics to describe

our policies, programs, practices, performance

and to set targets. Note that many of the

standards and metrics used in preparing this

report continue toevolve and are based on

management assumptions believed to be

reasonable at the time of preparation, but should

not be considered guarantees. All forward-

looking statements arebased on management’s

knowledge and reasonable expectations at the

time of publication, and we assume no duty to

update these statements as of any future date.

Outlooks, projections, estimates, goals,

descriptions of business and other statements

offuture events or conditions that are forward-

looking statements. Actual future results could

differ materially due to several factors. For a full

list of these please visit: www.stolt-nielsen.com/

sustainability/sustainability-reports/

Contents

Directors’ Report

02 Financial Highlights

03 At a Glance

04 Chairman’s Statement

06 Chief Executive Officer’s Review

08 Business Model

10 Long-Term Value Generation

12 Business Review

12 Stolt Tankers

14 Stolthaven Terminals

16 Stolt Tank Containers

18 Stolt Sea Farm

20 Equity Investments

22 Financial Review

36 Sustainability

37 Sustainable Growth

40 Health and Safety

46 Environment

54 People

59 Corporate Governance

60 Board of Directors

62 Corporate Governance Report

Financial Statements

69 Consolidated Income Statement

70 Consolidated Statement of Comprehensive Income

71 Consolidated Balance Sheet

72 Consolidated Statement of Changes in Shareholders’ Equity

73 Consolidated Statement of Cash Flows

74 Notes to the Financial Statements

142 Responsibility Statement

143 Independent Auditors’ Report

Other Information

150 Shareholder Information

151 Offices and Facilities

Focused on delivering

long‑term sustainable growth

Stolt-Nielsen is a long-term investor and

manager of businesses, creating value

fromopportunities in liquid logistics and

land-based aquaculture.

The Company has world-leading businesses

inits markets and invests in opportunities

aligned to these.

Online Annual Report

For a more interactive experience please visit:

stolt-nielsen.com/annual-report-2023/

1Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Financial Highlights

Our performance

1. Excludes Stolt-Nielsen Gas, Corporate and

Otherlossof $42.9 million and $155.0 million

one-offitemin Stolt Tank Containers, related

toMSCFlaminialegal claim.

(In US $ millions, except per share data) 2023 2022 2021

Operating revenue 2,820.2 2,771.8 2,181.1

Operating profit 419.6 447.5 233.7

Net profit 296.7 280.9 78.8

Net profit per share:

Basic $5.54 $5.25 $1.47

Diluted $5.54 $5.25 $1.47

Weighted average number of Common Shares and Common Share equivalents outstanding:

Basic 53.5 53.5 53.5

Diluted 53.5 53.5 53.5

Operating revenue

US $2,820m

Operating profit

US $420m

Net profit

US $297m

Operating revenue by business

(US $ millions)

Operating profit by business

(US $ millions)

Total assets by business

(US $ millions)

60%

11%

25%

Stolt Tankers

Stolthaven Terminals

Stolt Tank Containers

Stolt Sea Farm

1,710

300

700

111

60%

19%

17%

Stolt Tankers

Stolthaven Terminals

Stolt Tank Containers

Stolt Sea Farm

371

105

117

13%

42%

11%

28%

Stolt Tankers

Stolthaven Terminals

Stolt Tank Containers

Stolt Sea Farm

Stolt-Nielsen Gas

Corporate and Other

2,118

1,388

666

154

134

524

2,032

1,955

2,181

2,772

2,820

20232022202120202019

420

448

234

190

182

297

281

20232022202120202019

2 Stolt-Nielsen Limited | Annual Report 2023

At a Glance

1. As at the date of this report.

2. Includes joint ventures and managed ships.

3. Includes joint ventures.

Stolt Tankers

Stolt Tankers operates the world’s largest fleet of parcel

tankers, providing safe, reliable and high-quality global

transportation services for bulk-liquid chemicals, edible

oils,acids and clean petroleum products.

deep-sea

chemical tankers

See pages

12-13 for

details

coastal and

inland tankers

3m total deadweight tonnes

Stolt Tank Containers

Stolt Tank Containers is a leading provider of logistics

andtransportation services for door-to-door shipments

ofbulk-liquid chemicals and food-grade products.

50,900 tank containers

See pages

16-17 for

details

142,500 shipments

21 depots

Equity Investments

Creates value from investment opportunities in bulk-liquid

logistics, distribution, LNG and land-based aquaculture.

Stolt-Nielsenholds the following investments:

47.2% Avenir LNG

See page

20 for more

details

2.5% Golar LNG

13.6% Odfjell SE

8.3% The Kingfish Company

8.7% Ganesh Benzoplast

Stolthaven Terminals

Stolthaven Terminals’ global terminal network provides safe,

high-quality storage and distribution services for chemicals,

clean petroleum products, gas, vegetable oils, biofuels and

oleochemicals in key markets and hubs worldwide.

5m m³ of storage capacity

See pages

14-15 for

details

10 wholly owned terminals

4 joint-venture terminals

Stolt Sea Farm

Stolt Sea Farm is one of the world’s most advanced high-tech

aquaculture companies, and the premier provider of high-

quality turbot and sole in an environmentally sound manner.

14 land-based farms

See pages

18-19 for

details

6,800

tonnes turbot

production capacity

1,700

tonnes sole

production capacity

3Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Chairman’s Statement

The year produced another strong performance for the Company, with solid

results from our four main divisions. Our 2023 net profit was $296.7 million,

compared with $280.9 million in 2022. Net profit for 2023 includes a loss

provision of $155.0 million (net profit impact of $115.0 million) in the second

quarter related to the MSC Flaminia incident in 2012 and subsequent legal

claim. Our strong financial performance meant we were able to maintain

ourdividend at a good level, standing by our commitment to provide increasing

returns to shareholders.

The Board approved an interim dividend of $1.00 per Common

Share to shareholders of record as of November 23, 2023,

which was paid out on December 7, 2023. On February 22,

2024, the Board recommended a final dividend of $1.50 per

Common Share, subject to shareholder approval at the

company’s Annual General Meeting on April 18, 2024. These

increased dividend payments reflect our strengthening cash

flow and confidence in our future performance.

Welcome to our new Chief Executive Officer

It was with mixed emotions, that after 23 years as Chief

Executive Officer (CEO) of Stolt-Nielsen (SNL) I stepped down

from my role on September 1, 2023, and became Chairman of

the Board. I enjoyed my time as CEO tremendously. It really

has been quite a ride, and there are many memories that I will

always treasure. Yet I felt it was the right time for a fresh pair

of hands to take the Company forward. The Board and I

believe that we have found the right person to do that in our

newly appointed CEO, Udo Lange.

Stolt-Nielsen has a successful and resilient foundation to build

upon, and in the past year we have delivered an impressive set

of underlying results. I am delighted to welcome Udo as our

new CEO, who joined SNL in September 2023. He brings a

wealth of experience from the logistics industry, combined

with a strong focus on strategy and execution to deliver

profitable growth. I highly value his passion for people

development, digital transformation expertise, commercial

insights and talent for building relationships and partnerships.

I am extremely pleased that during his first few months, Udo

has taken a measured approach to leading our company. The

Board and I are pleased that he has settled in so quickly,

already injecting energy and innovative thinking into SNL

whilerespecting the company’s 65-year heritage and culture.

Wehave been impressed with the progress he and his

leadership team have made to drive a more performance-

oriented culture in just a few months.

We are transforming our business at a time when global

markets are changing faster than ever before. The accelerating

pace of decarbonisation activities and regulation is one

example. The EU has adopted aclimate law enshrining new

climate targets of at least a 55% reduction in greenhouse

gas(GHG) emissions by 2030 compared to 1990 levels.

Andinthe US, the Inflation Reduction Act is offering

$369 billion in subsidies to tackle theclimate crisis.

Geopolitical tensions seem to be increasing, with the war in

Ukraine continuing to affect energy and food prices globally

and growing unrest inthe Middle East changing trade flows.

We will always follow the markets and the needs of our

customers. Our strong relationships together with the quality,

reliability and flexibility of our services and products mean

Iam confident that SNL will continue to grow over the

coming years.

I would like to take this opportunity to thank our people across

the company who are at the heart of our success. Their hard

work and dedication is reflected in our outstanding financial

performance this year. It is because of their tireless work that

Stolt-Nielsen remains a company with a bright future, enabling

our customers to better serve their customers and seamlessly

manage their own supply chains.

Shareholder value

We have a strong foundation in place to support our

investment case, underpinned by strong synergies between

our logistic businesses and a robust strategy for growth in our

seafood division.

We understand how important it is to maximise shareholder

value in the liquid logistics businesses and I am sure that we

have the right strategy to do so, both in the short and long

term. We are continuing to work on driving profitable growth,

delivering cost efficiencies, reviewing our portfolio and

investing our resources in those areas most likely to have the

largest impact.

Board responsibilities

I believe the role of the Board is twofold: to oversee the

management of the company and ensure that we have the

right leadership in place to execute the strategy and to deliver

sustainable returns to our shareholders. We can see the

effectiveness of this approach in the way we navigated various

challenges this year, including the smooth transition to a new

CEO, the delays in the Suez and Panama canals, the continuing

cost-of-living crisis and inflationary pressures.

4 Stolt-Nielsen Limited | Annual Report 2023

During 2023, the Board held four scheduled meetings (two in

Bermuda, one in Oslo and one virtually) and one ad-hoc

meeting. The Audit Committee held eight scheduled meetings

(two in Bermuda, one in Oslo and five virtually). Members of

the Board and Audit Committee also attended several

additional meetings throughout the year, as required by

business needs. This year, I became a member of both the

Audit and Compensation Committees.

The Directors strive to expand our knowledge of the business

and receive quarterly safety data and weekly updates, which

provide insight into market trends and each business’

performance and position. To provide effective guidance, and

support management with decision-making and act in the

company’s best interests, Directors must have an in-depth,

up-to-date understanding of the way Stolt-Nielsen operates its

businesses. To that end, Directors regularly meet senior

management teams and take part in strategic and

operational reviews.

A sustainable business

The Board is committed to sustainable operations. This

includes designing, communicating and measuring progress

towards improving safety, protecting the environment,

ensuring employee wellbeing and implementing effective

quality management systems. Stolt-Nielsen is a signatory of

the UN Global Compact (UNGC). We have several ambitions

for reducing our environmental impact in line with the UN

Sustainable Development Goals (SDGs), particularly Climate

Action, Life Below Water and Responsible Consumption and

Production. In 2023, Stolt-Nielsen continued to enhance its

environmental efforts, achieving recognition from external

ratings agencies including EcoVadis.

Read more about our 2023 environmental progress on pages

46 to 53 of this report. View the Board’s sustainability pledge

at: stolt-nielsen.com/sustainability/our-commitment/

People and culture

The Board monitors issues related to Stolt-Nielsen’s culture,

ensuring that we protect our 65-year heritage while our

company develops to reflect the modern world. We are proud

of our reputation for upholding the highest ethical standards

ineverything we do, which makes us a company that people

want to work for and do business with. SNL’s Code

ofBusiness Conduct and approach to health and safety are

outlined on pages 57, 58 and40 to 45 of this report and can

also be viewed atstolt-nielsen.com.

To ensure we continue to have robust policies and practices in

place, we will undertake a deeper review of our Code of

Business Conduct in 2024. This exercise will ensure that

everyone in our company continues to understand what they

must do to act ethically andin compliance with the relevant

laws, regulations and company policies.

We also have an online platform known as ‘Speak Up’, which

anyone internal or external can use to report concerns

confidentially (and, where local law permits, anonymously)

without fear of retaliation, victimisation, discrimination or

disadvantage. These reports are taken seriously and

investigated thoroughly by the Head of Internal Audit with

oversight from the Audit Committee.

A clear path to the future

Navigating change is never easy, but Stolt-Nielsen is a resilient

company built on market-leading service and products,

talented people and great integrity. While we are operating in

achallenging global environment, our markets continue to be

favourable and our team is executing the Company’s strategy

at an extremely high level. These fundamentals along with a

renewed strategic focus, led by Udo and his team, give me

great confidence that we have an exciting, prosperous future

ahead of us. This future is firmly focused on investing in the

areas where we have the greatest strength and competitive

advantage to support our customers and ensure the security

of the global supply chain for the benefit of wider society.

TheBoard and I look forward to supporting Udo and his team

in pursuing this future to keep creating value for our

shareholders and wider stakeholders.

Niels G. Stolt-Nielsen

Chairman

Stolt-Nielsen Limited

March 14, 2024

“It’s a great privilege to be

Chairman ofStolt-Nielsen,

acompany withleading positions

in all its markets, and incredibly

talented people. Over the past

sixmonths, the Board has

enjoyedworking with Udo

andhisleadership team as

theyhaveinjected pace and

innovativethinking into

theCompany’s strategy.”

5Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Chief Executive Officer’s Review

2023 delivered another strong set of operating results, which

reflect the strength ofthecompany and our diverse portfolio of

businesses. The market has continued to work in our favour,

yet we believe our solid performance comes down to our

growth strategy and the sustained efforts of our people to

deliver operational excellence.

This exceptional performance is testament to the hard work

and commitment of every employee at Stolt-Nielsen and I

would like to thank everyone for their dedication and ongoing

passion to keep innovating. It is this amazing team that

consistently delivers a high-quality, reliable customer

experience centred on flexibility. I’d also like to thank our loyal

customers. Without their trust in us to safely handle their

business, we would not be able to achieve the results that we

have seen.

Our performance

Our 2023 net profit was $296.7 million, compared with

$280.9 million in 2022. This includes an incremental loss

provision of $155.0 million (net profit impact of $115.0 million)

in the second quarter related to the MSC Flaminia incident in

2012. Stolt-Nielsen’s cash flow from operations increased

from $619.8 million in 2022 to $721.4 million

in 2023.

Earnings per share were $5.54 in 2023, compared with $5.25

in 2022. Net debt reduced from $2,038.2 million in 2022 to

$1,761.3 million

at the end of 2023, bringing debt to tangible

net worth down to 1.00 compared to 1.08 a year ago.

Shareholders’ equity was $1,906.1 million at year end,

compared with $1,721.7 million a year ago.

Stolt Tankers’ (ST) operating revenue ended the year at

$1,709.8 million, up from $1,497.1 million in 2022. Operating

profit also increased to $371.1 million from $205.1 million

asthe positive momentum in the chemical tanker market that

we saw in the second half of 2022 continued throughout 2023.

A low newbuilding orderbook for chemical tankers combined

with stable chemical demand drove continued tightness

inthesegment. As a result, Stolt Tankers generated a record

financial performance underpinned by higher contract

freightrate renewals. In November, Stolt Tankers reached an

agreement with Wuhu Shipyard in China to build six 38,000

deadweight tonne stainless steel parcel tankers. These

sustainable ships will not only help Stolt Tankers in its

ambition to reduce its carbon intensity by 50% (relative to the

2008 baseline) by 2030, they will also help reduce customers’

Scope 3 emissions.

For 2023, results at Stolthaven Terminals (SHVN) improved

slightly in line with expectations. Full-year operating revenue

increased to $299.8 million from $276.2 million in 2022.

Operating profit was $105.0 million, up from $89.2 million. We

also saw an EBITDA margin improvement, due to our

programme to replace lower-margin business with longer-term

opportunities at higher rates.

At Stolt Tank Containers (STC), operating revenue decreased

to $699.5 million from $894.6 million in 2022, with operating

profit of $117.2 million, prior to the MSC Flaminia provision

of$155.0 million, down from $172.7 million. After an

unprecedented two years’ strong performance for STC, the

markets returned to more normalised levels. This was

particularly noticeable during the second half of the year.

Transportation rates broadly stabilised across most regions

and by the end of 2023 we saw a similar impact on demurrage

revenues. Our team continued to focus on increasing

shipments to compensate for some of the margin lost this

year. During the past three years our team has worked on

making our digital platform scalable and cost efficient,

meaning that the majority of our business can now be

conducted digitally. In 2023, we focused on volumes and grew

shipments by 10.0%. Our focus on sustainability continued and

we have introduced emissions estimates to our online booking

system to help our customers manage the carbon footprint of

transporting their products with us.

Stolt Sea Farm (SSF) sold a record 6,814 tonnes of turbot in

2023, a2.5% increase compared to 2022 and sole sales

volumes reached a record high of 1,728 tonnes, a 15.4%

increase. Steady demand throughout the year for sole allowed

for solidprice increases. Full-year operating revenue increased

to$110.8 million, compared with $102.7 million in 2022.

Operating profit was $24.3 million, up from $19.5 million

theprevious year, as 2023 benefited from a gain on the

fair-value evaluation of biomass of $3.9 million compared

witha fair-value loss of $1.0 million in 2022. Underlying

operating results improved steadily throughout the year.

Stolt-Nielsen holds several minority shareholder investments

in companies that align with our expertise. At the date of this

report, we held the following positions: 47.2% in Avenir LNG,

1. Excludes cash inflow during the year of $133.0 million relating to MSC Flaminia insurance proceeds.

6 Stolt-Nielsen Limited | Annual Report 2023

8.7% in Ganesh Benzoplast, 2.5% in Golar LNG, 8.3% in The

Kingfish Company and 13.6% in Odfjell SE. These investments

have a total value of $225.4 million.

To help the investment community understand the true value

of our company, we plan to provide full year guidance for 2024

and have committed to hosting a capital markets day.

Outlook

For our liquid logistic businesses, we expect to see a modest

increase in demand for our services as global industrial

production picks up. The American Chemistry Council

forecasts global chemical production volumes will grow 2.9%

as the destocking cycle is largely expected to come to an end.

In 2024, we expect to see growth across all regions including

areturn to growth in Europe, North America and Latin America

supported by continued growth in Asia. We will continue to

work collaboratively with customers across all three divisions,

offering solutions that enhance efficiencies in the liquid

logistics supply chain.

We believe Stolt Tankers will continue to operate in an

attractive market for the foreseeable future as chemical tanker

deliveries remain low and shipyards have limited capacity to

build new ships. In addition, swing tonnage in our segment

remains low as these ships are currently more profitably

employed in their primary trade. In February 2024, together

with our joint venture partner NYK Line, we signed an

agreement with Nantong Xiangyu Shipyard in China to build

six 38,000 deadweight tonne stainless steel chemical tankers

for delivery between 2027 and 2029. The ships are designed

tomaximise fuel efficiency using a wide range of energy

savings devices and shore power connection. They can

alsobe retrofitted for methanol propulsion, supporting Stolt

Tankers’ commitment to the energy transition. This order

alsoreflects our strategy to maintain the scale of our core

38,000 deadweight tonne fleet by adding newbuildings not

otherwise available in the second-hand market in a capital

efficient way.

Volumes and margins in our Stolt Tank Containers business

have returned to pre-Covid levels as bottlenecks within the

supply chain have eased. For 2024 we are seeing more tanks

in the market, but our global platform, double-digit growth and

fleet size gives us a competitive advantage as we can leverage

“I am impressed with the strength

of our businesses and the leading

positions we enjoy in our markets.

We are relentlessly focused on our

robust strategy and its execution.

Ilook forward to building on this

positive energy as we drive the

company forward.”

our longstanding relationships with freight carriers and

position our tanks where customers need them.

High utilisation is expected to continue across the terminals

industry during 2024 as safe, reliable storage space continues

to be in high demand. We also expect to continue to benefit

from the energy transition that is driving higher margins and

will continue our programme of replacing lower margin

business with longer-term opportunities at higher rates.

At Stolt Sea Farm our team is highly motivated to drive sales

and increase volumes sold into 2024. With strong production

growth across all our farms, we are also focused on expanding

our sales channels and geographical reach to support sales

growth and price improvements. Our overall market share in

premium fish is relatively small, and this offers huge

opportunities for the business to grow both in Europe and

further afield.

We will continue to put our strong balance sheet and cash flow

generation to work to deliver sustainable shareholder returns.

This was reflected in 2023 with our newbuildings order for

Stolt Tankers, the addition of 4,000 tanks to the Stolt Tank

Containers fleet as well as expansion projects at our terminals

in the US and at our sole farm in Cervo, Spain. We are also

preparing for the energy transition, making sure that we are

ready to support the evolving needs of our customers.

We cannot deliver on our strategy unless we operate safely,

therefore protecting people and the planet will remain our

priority. The move to a more sustainable future brings many

opportunities. And with a positive outlook ahead, the future is

very bright for Stolt-Nielsen as we progress into our

next chapter.

Udo Lange

Chief Executive Officer

Stolt-Nielsen Limited

March 14, 2024

7Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Business Model

What we do

Provide growing long‑term

cashflow to shareholders.

Who we are

We are a long‑term manager

and investor of businesses,

creating value from

opportunities in bulk‑liquid

logistics, distribution and

land‑based aquaculture.

Our business model ensures we create value for our

stakeholders through innovation, quality, customer

excellence and safety for both people and the environment.

Our business model is underpinned by our commitment

toour Code of Business Conduct, operating safely

andgrowing sustainably.

Our business portfolio

Stolt Tankers

Stolthaven Terminals

Stolt Tank Containers

Stolt Sea Farm

Equity Investments

Stolt-Nielsen Limited | Annual Report 20238

How we do it How we create value

Diverse portfolio

Market-leading global liquid logistics

businesses, innovative land-based

aquaculture and related investments.

Expert knowledge

A deep understanding

oflogistics, distribution

and aquaculture.

Innovation and

technology

Invented the modern parcel

tanker, develops pioneering

land-based aquaculture and

actively invests in R&D and

newtechnologies. Our culture

champions digitalisation,

collaboration and

continuous improvement.

Quality and

reliability

Safe and reliable operations

foremployees and external

stakeholders while delivering

services valued by customers.

Financial strength

A strong balance sheet

and focus on cash-flow

generation supports our

mission and helpsmaximise

investment opportunities.

Industry expertise

Operates in industries where

Stolt-Nielsen can leverage its

knowledge and experience.

Facilitatesthe sharingof industry

insights to deliver superior growth

andstrong cash flow.

Corporate structure

Cost-efficient financial, strategic

andother centralised services.

Strongbalance sheet and diversified

cash flow provide flexibility to deliver

returns through organic growth,

M&Aand strategic partnerships.

9Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Our strategic portfolio…

Long‑Term Value Generation

1. Stainless steel ships >19k DWT (CKB Fleet List, July 2023).

2. Independent global storage terminals that can hold both chemicals and CPP (TankTerminals.com).

3. Global tank operators’ fleet (ITCO Global Tank Container Fleet Survey 2023).

4. European farmed and wild catch volumes for turbot and sole (FAO 2023).

5. Assuming 8-10% of global chemical sales (CEFIC 2023 and EPCA 2004).

6. European fish and seafood sales 2023 (Statista).

Market‑leading

positions

Serving significant

end‑markets

Diversified portfolio

of businesses

 Best-in-class customer service,

fromsingular logistics to integrated

product offerings

 Multiple businesses provide flexibility

to navigate industry and macro cycles

 Businesses with leading global

positions and attractive demand

fundamentals

 Economies of scale to drive lower

costs and offer operational flexibility

to our customers

 Our logistics businesses store

andtransport essential feedstocks

fortheconsumer goods, agriculture

and chemical/energy industries

 Land-based aquaculture addresses

the rapidly growing demand for

sustainable seafood

Global chemical supply

chain costs

$380bn

Stolt

Tankers

Stolthaven

Terminals

European fish and

seafood market value

$111bn

Stolt Tank

Containers

Stolt Sea

Farm

42%

28%

13%

11%

42% Stolt Tankers

28% Stolthaven Terminals

13% Stolt Tank Containers

3% Stolt Sea Farm

3% Stolt-Nielsen Gas

11% Corporate and Other

$5bn

2023 Total

Assets

10 Stolt-Nielsen Limited | Annual Report 2023

…and financial strength

Strong cash‑flow

generation

Disciplined

approach to capital

allocation

 Efficient asset utilisation and focus

oncost control contribute to strong

cash-flow generation

 Leveraging industrial expertise to

ensure disciplined capital allocation

and prudent risk management

 Focus on providing consistent

competitive cash returns

toshareholders

$580.2m

1,2

2023 Free Cash Flow

30.7%

2023 EBITDA Margin (%)

2.5×

2,3

2023 Net Debt-

to-EBITDA

$1.1bn

Dividends paid

since2005

1. Cash generated from operations less cash used for investing activities.

2. 2023 free cash flow and net debt to EBITDA excludes cash receipts relating to $133.0 million MSC Flaminia

insurance proceeds.

3. EBITDA excludes $155.0 million MSC Flaminia legal provision.

11Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Business Review

Stolt Tankers

Markets

 Stolt Tankers provides safe, reliable, high-quality and flexible

transportation services to the world’s leading manufacturers

and consumers of chemicals, edible oils, acids and other

bulk liquids.

 We have the world’s largest fleet of parcel tankers and

arethe only company in our market that has both deep-sea

and regional capabilities. Our global deep-sea fleet and

integrated regional capabilities in Europe, Asia Pacific,

theCaribbean, the US and Latin America provide supply

chain efficiencies and added value for our customers.

Strategy

Stolt Tankers’ strategy is focused on creating the world’s

mostefficient bulk liquid shipping platform and providing

efficient and sustainable services to our customers.

Throughour best-in-class platform, our ambition is to achieve

a sustainable return on capital employed (ROCE) through

thecycle, which will enable us to increase our market share

longer term.

Working collaboratively with customers and our sister

divisions, Stolthaven Terminals (SHVN) and Stolt Tank

Containers (STC), we offer solutions that enhance efficiencies

in the bulk-liquid supply chain.

2023 in review

2023 was marked by record high profits for Stolt Tankers.

Theconflict in Ukraine continued to affect the global supply

chain across all products that we carry, keeping swing

tonnage out of the chemical trades. Stolt Tankers was well

positioned for this increase in demand. Our fleet size enabled

us to further increase efficiencies and renew contracts on

much-improved rates and terms.

The firm market, together with our ongoing focus on

managing costs resulted in an operating profit of

$371.1 million compared to $205.1 million in 2022. Operating

expenses were closely managed as part of our ongoing

commercial optimisation and cost-reduction initiatives.

2023 was also an active year for investing in our assets.

InMarch 2023, we acquired two modern 15,000 deadweight

tonne parcel tankers for our inter-Caribbean pool. Together

with our customer BASF, in May wesuccessfully launched the

Stolt Ludwigshafen, setting a new standard for low-water

capable barges on the River Rhine. We also added six 26,000

deadweight tonne chemical newbuildings to our fleet through

long-term time charter and pooling agreements with CMB in

Performance

(US $ millions) 2023 2022 2021

Operating revenue 1,710 1,497 1,166

Operating profit 371 205 69

Percentage of group total

of total operating revenue of total operating profit

1. Excluding Stolt-Nielsen Gas, Corporate and Other loss of $42.9 million

andMSCFlaminia legal provision of $155.0 million.

60%60%

12 Stolt-Nielsen Limited | Annual Report 2023

“This year’s results and progress in our business

transformation give me confidence that we are on

the right path to achieve sustainable growth.”

June. In November, with our partners NYK and ENEOS Ocean,

we launched the Stolt NYK Asia Pacific Services (SNAPS)

tanker pool. These additional ships solidified our leading

market position and enabled us to fully benefit from the

strongmarket fundamentals.

The other target we set for ourselves in 2023 was

anewbuilding order to give us a more standardised,

interchangeable and efficient fleet. In December, we reached

an agreement with the Wuhu Shipyard to build six 38,000

deadweight tonne stainless steel parcel tankers for delivery

from 2027 onwards.

Safety remains our top priority – we cannot run our business

successfully without doing everything we can to protect our

people and our planet. We continue to focus on reducing our

lost-time incident frequency (LTIF), and our 2023 performance

of 0.45 is in line with the shipping industry average. Read more

on page 42.

We have expanded our successful Slashed Zero programme

toinclude sustainability alongside its core focus on safety.

Asa result, we hold an EcoVadis gold certification. An industry

and customer recognised standard in ESG. The strong market

required our ships to increase speed and consume more fuel,

and ships being rerouted away from the Panama and Suez

canals increased sailing times, therefore our Scope 1

emissions increased. However, our Annual Efficiency Ratio

(AER) decreased to 10.73, compared with 10.91 in 2022.

Readmore on page 48.

None of our 2023 successes could have been achieved

without the dedication and professionalism of our team.

Iamimmensely thankful to them for everything they do for

ourcustomers and stakeholders. Their relentless focus on

continuous improvement (CI) means that we are all working

towards doing everything ‘just a little’ better, each day.

Theseefforts involve living our Winning Culture and continuous

learning to become the most efficient and effective platform in

the bulk-liquid shipping industry – one that enables suppliers

and customers to work with our teams across the globe

tooptimise the supply chain. Our continuous improvement

programme is unique to our business, not only have we

introduced Lean Six Sigma principles to our office-based

teams, our CI@sea programme also brings Lean Six Sigma

toour ships. As a result of all these continued efforts,

employee engagement is at a record high, increasing to 87%,

putting us in the top tier across all companies.

Outlook

This year’s results and progress in our business

transformation give me confidence that we are on the right

path to achieve sustainable growth. We will continue our focus

on value pricing, digital transformation, streamlining systems,

innovating sustainably and further integrating with customers’

operations. By working closely with customers, we will be able

to create a world-class digital supply chain through the Stolt

Tankers ship-to-customer platform. We are looking into new

opportunities to collaborate with SHVN and STC, which we

believe will have a positive impact on our performance in

2024. We are also exploring ways to enhance our daily service

delivery, as defined in our value proposition to our customers.

We are optimistic that we will enjoy similarly strong market

fundamentals in 2024. The effects of the war in Ukraine on

energy markets are expected to linger. Disruptions in the

Panama Canal and Red Sea are stretching tanker supply.

Theadjacent MR product tanker market is still healthy and

iskeeping swing tonnage out of the chemical tanker segment.

Most importantly, the orderbook for chemical tankers remains

within range of all-time lows. As a result of these factors,

thesupply and demand outlook for 2024 is favourable.

Whilewe are encouraged by our expectations for a healthy

market backdrop in the coming months, we are simultaneously

increasing our focus on optimising our cost structure and

operating efficiencies to be more effective at serving our

customers and delivering value to our shareholders.

We will also push forward with our ambitions to be kinder

tothe planet by reducing our CO

footprint and improving

lifebelow water. Finally, in everything we do, we will work

toremain an employer of choice by providing a fun, safe,

diverse, and inclusive workplace for all our employees.

Lucas Vos

President

Stolt Tankers

13Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Business Review continued

Stolthaven Terminals

Markets

 We provide safe storage and handling for a variety of

speciality bulk liquids, such as chemicals, clean petroleum

products, liquefied petroleum gases, biofuels, vegetable oils,

alternative fuels and feedstocks.

 We have five million m

of storage capacity across 10

whollyowned terminals and four joint-venture terminals.

This gives customers access to key international shipping

and transportation hubs close to their operations.

Strategy

Our mission is to be the most respected global storage

provider. We focus on continuous improvement to deliver safe,

high-quality, sustainable storage and handling solutions that

help our customers maximise value from their supply chains.

By collaborating with Stolt Tankers and Stolt Tank Containers,

we provide integrated, end-to-end solutions that deliver further

efficiencies to our business and customers.

2023 in review

Stolthaven Terminals’ results improved slightly for 2023,

reflecting the continued demand for safe, high-quality storage

worldwide and the ability of our people to adapt and continue

to deliver great services to our customers. Operating profit for

2023 was $105.0 million compared to $89.2 million in 2022.

Operating revenue increased 8.5% to $299.8 million, compared

to $276.2 million in 2022. Utilisation remained high during

theyear, softening slightly to 96.7% from 97.4% in 2022,

aswebegan a programme to replace lower-margin business

with longer-term opportunities at higher rates.

With our global network of 14 terminals, during 2023 we

werewell positioned to provide flexible and reliable services

tocustomers facing a range of supply chain disruptions,

including the ongoing war in Ukraine, drought-related

restrictions in the Panama Canal and hostilities affecting

shipstransiting the Red Sea.

As a result, throughout 2023, Stolthaven Terminals

experienced continued strong utilisation and a small

improvement in throughput volumes. During the first half of

2023, tightness in the global storage market, for chemicals

and speciality liquids including biofuel feedstocks, allowed for

higher storage rates and rate increases for contract renewals.

Throughout the year, we remained focused on our strategy

ofimproving profitability through customer centricity,

digitalisation, efficiency, safety and sustainability. It was an

important year in terms of growth and capacity expansion,

Percentage of group total

1. Excluding Stolt-Nielsen Gas, Corporate and Other loss of $42.9 million

andMSCFlaminia legal provision of $155.0 million.

Performance

(US $ millions) 2023 2022 2021

Operating revenue 300 276 244

Operating profit 105 89 62

of total operating revenue of total operating profit

17%11%

14 Stolt-Nielsen Limited | Annual Report 2023

allintended to deliver ever-better global supply chain and

storage solutions to customers and improved returns to

shareholders. We invested in several projects to modernise

our assets, continued expansions in Malaysia and New

Zealand, gained approval for expansion at both our terminals

in the US, and partnered on projects to explore the potential

forbiofuels, energy storage, and ammonia. We also began

construction of our new joint-venture terminal in Taiwan,

which will be fully operational in 2024.

Our inventory automation programme and intelligent assets

strategy helped us to further embed digitalisation across our

terminals, allowing for real-time data exchange between our

systems and improving safety for our people and efficiency

forour customers. We continued to develop our next-

generation Connected Worker project, which will move in-field

terminal operations and communications online. We also

completed the deployment of our Ultimo enterprise asset

management system to all our wholly owned sites. Ultimo

ishelping us standardise equipment maintenance processes

toenhance safety and operational efficiency.

Safety remained our priority and our performance continued in

a positive direction. Overall, Lost Time Injury Frequency (LTIF)

remained stable and Total Recordable Case Frequency (TRCF)

fell during the year to 0.82 (2022: 1.05). Read more about our

2023 safety performance on page 43.

We have enhanced our global customer centricity programme,

receiving several awards from customers in recognition of

oursafety performance, service excellence and culture.

Stolthaven Houston, US, received a Safety Excellence Award

from the International Liquid Terminals Association (ILTA) for

the second year in a row and our Singapore facility received

DowChemicals’ 4STAR Logistics Best Service Provider Award

for safety, sustainability, social responsibility and customer

service for the third consecutive year.

We continued to make progress on our sustainability

ambitions. Stolthaven Terminals maintained its EcoVadis

silver rating for all wholly owned terminals, improving our

score by three points and ranking in the top 3% for

sustainability performance in the warehousing and storage

industry and in the top 5% for sustainable procurement. Read

more about our 2023 environmental initiatives on page 50.

We are actively involved in wider initiatives to explore solutions

related to the transition to greener energy alternatives including

a partnership in Brazil to look at the potential ofammonia

projects in the region. We are also working withXLBatteries

on the development of a flow battery with industrial-scale

electricity storage capability to power our terminal operations,

support the decarbonisation of the port and shipping sectors

and provide shore power for ships.

Our strong performance in 2023 was possible because

ofthepeople behind it. We are a diverse global team, and the

combination of our different experiences and perspectives

along with our shared passion creates our success. We are

committed to fostering a positive and supportive work

environment and encouraging diversity, equity and inclusion.

Iam pleased to report that the results of our employee

engagement survey improved with a sustainable engagement

score of 89%.

Outlook

Global supply chains will continue to be affected by regional

conflicts and geopolitical and macroeconomic challenges

in2024. The storage and distribution industry will remain

critical in terms of enabling trade flows and will play an

increasingly important role in facilitating the energy transition.

Stolthaven Terminals will continue to pursue our market-driven

strategy which is centred around providing agile and reliable

services for our customers. Innovation and collaboration will

be increasingly important, whether that is harnessing new

digital technologies to drive ourown safety and sustainability

performance and operational efficiency, or working with other

industry leaders to deliver increasingly integrated liquid

logistics solutions. We will continue to expand our portfolio

ofvalue-adding services and strengthen our network with

newstrategically located facilities so we remain able to

respond tocustomers’ needs.

We are continuously building on our knowledge and expertise

in the safe storage ofa wide range of ‘new’ fuels as well

asserving our customers in the vital chemicals sector.

Acollaborative, cross-industry approach will be crucial

toinvestigate and put into effect the transition to greener

fuelalternatives. We will continue to explore and implement

solutions for improving ourenergy footprint and supporting

our customers to reduce their Scope 3 emissions.

Guy Bessant

President

Stolthaven Terminals

“Throughout the year, we remained focused on our long-term

strategy of improving profitability through customer centricity,

digitalisation, efficiency, safety and sustainability.”

15Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Business Review continued

Stolt Tank Containers

Markets

 We are a leading provider of logistics and transportation

services for door-to-door shipments of bulk-liquids.

 Our fleet totals 50,900 tank containers, the largest in the

industry. Our 21 full-service depots and refurbishing facilities

give us direct control over tank handling, cleaning and

maintenance. This ensures our fleet and cargo handling

operations consistently meet the highest standards for

quality, reliability, safety and environmental protection.

Strategy

Stolt Tank Containers (STC) helps customers minimise costs

and increase efficiency across their supply chains. Our strategy

focuses on improving customer centricity; maintaining the

best fleet, depot and vendor networks; and attracting and

retaining the best talent.

We are also contributing to a sustainable future by actively

reducing the environmental footprint of our own operations

and by helping our customers embrace more sustainable

modes of transport. We are also investing in sustainable

solutions at our depots including wastewater treatment

andwater recycling facilities.

2023 in review

In the two years since I took the reins of STC, we have been

operating in a tough environment, yet the team has pulled

together to deliver strong results. I would like to say a huge

thank you to all our people for their energy and hard work

during this particularly volatile year. They have focused on

implementing the first phase of our strategy, achieving far

more than I could have predicted. And our people find working

with us rewarding too. Our happy and engaged workforce was

reflected in another great year for our Employee Engagement

Survey results (score of 89%).

I am proud of the fact that we stayed committed to our

strategy of growing the company and closed the year with

apositive result. We reached an impressive online booking

milestone during the year which means the majority of our

business can now be conducted digitally. We also grew our

key accounts, optimised procurement, streamlined our depot

operations and continued to enhance our customer focus.

Strengthening our partnerships with key customers has laid

the foundations to improve our services further. We are

moving to a more sustainable future, prioritising reducing our

carbon footprint at depots where we have implemented green

energy, designed and implemented solutions to make tank

Percentage of group total

2. Excluding Stolt-Nielsen Gas, Corporate and Other loss of $42.9 million

andMSCFlaminia legal provision of $155.0 million.

Performance

(US $ millions) 2023 2022 2021

Operating revenue 700 895 662

Operating profit

117 173 82

1. Excludes MSC Flaminia legal provision of $155.0 million.

of total operating revenue of total operating profit

19%25%

16 Stolt-Nielsen Limited | Annual Report 2023

cleaning less energy-intensive, and placed emphasis

on circularity.

STC’s full year operating loss was $37.8 million, compared

with $172.7 million profit in 2022. This includes a loss

provision of $155.0 million (net profit impact of $115.0 million)

related to the MSC Flaminia incident in 2012. Transportation

revenue decreased 25.5% to $699.5 million having increased

30.8% in the prior year. Transportation revenue was down as

rates decreased, although this was slightly offset by an

increase in overall volumes. Demurrage revenue decreased in

2023 versus 2022 as supply chain bottlenecks eased and

tanks on demurrage declined in the second half of the year.

Operating costs were down by 25% as ocean and inland

freight costs were also lower during the year. Following the

historical highs of the past few years, freight carrier rates have

returned to pre-Covid levels.

The container and logistics market remained competitive in

2023. Softer market demand increased competition and put

pressure on margins, so we worked on increasing our

volumes. To support this, we added 3,900 tanks to our fleet,

which increased in size to 50,900 (8.4%). Our team kept our

competitive edge by providing best-in-class digital tools and

service to our customers. Our focus moving forward is to

optimise the way we manage costs and improve efficiencies.

In 2023, we placed even more emphasis on safety and safety

culture at all levels of the organisation, both in terms of caring

for each other and our customers. We established new

baselines for our safety performance to include all contractors

and their workable hours. During the the year our safety

performance progressed, we recorded two lost time incidents

(LTIs), an improvement on last year. Read more on page 44.

We produced 13% lower Scope 1 and 33% lower Scope 2

emissions atour own depots compared to last year,

demonstrating oursteadfast commitment to moving towards

a sustainable future. Weinstalled solar panel systems in

depots, switched togreen electricity or less carbon-intensive

heating for cleaning and heating, and gained efficiencies

intank cleaning. We also introduced emissions estimates

toour online booking system to help our customers manage

the carbon footprint of transporting their products with us.

Through our sustainability focus, I am extremely proud that in

January 2024, we achieved our first gold rating from EcoVadis.

You can read more about our environmental performance

onpages 51 and 52.

Outlook

A softer market in 2024 is expected to influence our revenue

and earnings. But we will benefit from ongoing growth and

investments in digital infrastructure. We are starting to run

higher volumes with more efficiency due to our scalable

platform and expect this trend to continue.

No one can predict how long the situation in the Red Sea

willlast, and our team will continue to work closely with our

customers to minimise the impact on their supply chains.

Although transit times for certain trade lanes are significantly

longer as ships are sailing around the Cape of Good Hope,

freight services are now more predictable which helps with

planning and inventory management.

Although the short-term outlook is challenging, all that we

have achieved in 2023 has laid the foundations for us to

deliver another successful year in 2024 with results returning

to pre-Covid levels. Working as one team, we can achieve even

more for customers and make sure our offering is sustainable

in the longer term. We will also look to build on our existing

synergies with the company’s other liquid logistics businesses

to serve customers better. Safety remains our priority and

wewill continue our efforts to ensure that all employees,

inouroffices anddepots, are always safe and the products

that we carry are handled safely.

Hans Augusteijn

President

Stolt Tank Containers

“I am proud of the fact that we stayed committed to

our strategy of growing the company and closed the

year with a positive result.”

17Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Business Review continued

Stolt Sea Farm

Markets

 Our seafood products feature on restaurant, hotel and

foodservice menus as well as on supermarket shelves in

more than 30 countries.

 Our annual production capacity totals 6,800 tonnes of turbot

and 1,700 tonnes of sole.

Strategy

Stolt Sea Farm is a pioneer in land-based aquaculture, and

ourpurpose is to ensure future generations continue to enjoy

wonderful seafood. The business focuses on sustainable

growth and building partnerships with customers and

communities, while adhering to animal welfare and

environmental protection standards.

We are known for our innovation and pioneering technologies,

including highly specialised, custom-designed facilities at our

14 farms and two hatcheries. Thanks to more than 50 years

ofresearch and development, we are the only aquaculture

company that can consistently produce the highest-quality

turbot and sole in commercial volumes. Seafood is widely

accepted to be one of the most sustainable sources of animal

protein, and we pay rigorous attention to ensuring we develop

increasingly sustainable production methods.

2023 in review

SSF delivered a strong performance in 2023, from maintaining

firm prices and increasing production volumes for both turbot

and sole, to delivering significant safety improvements and

continuing to build relationships with our local communities.

All this was achieved despite facing several challenges and

external pressures. The increased cost of living impacted

consumer demand, unseasonally high temperatures affected

production volume, and securing and maintaining operations

during an earthquake in Iceland were challenges that our

people navigated with great skill, agility and commitment.

Iwould like to thank all our employees for their dedication to

providing consistently great service and high-quality seafood

to our customers in this ever-changing operating environment.

Operating profit was $24.3 million in 2023, compared

to$19.5 million in 2022, as we benefited from a gain on

thefair-value evaluation of biomass of $3.9 million in 2023,

compared witha fair-value loss of $1.0 million in 2022. In 2023,

we sold arecord 6,814 tonnes of turbot, a 2.5% increase

compared to2022. Sole sales volumes also reached a record

high of1,728 tonnes, a 15.4% increase from the previous year.

Thisallowed us to continue expanding our market reach

Percentage of group total

1. Excluding Stolt-Nielsen Gas, Corporate and Other loss of $42.9 million

andMSCFlaminia legal provision of $155.0 million.

Performance

(US $ millions) 2023 2022 2021

Operating revenue 111 103 108

Operating profit 24 20 24

of total operating revenue of total operating profit

4%4%

18 Stolt-Nielsen Limited | Annual Report 2023

and,with consumer demand being favourable for high-value

species, wewere able to increase sole prices by 18%.

Turbotprices decreased by 3.8%.

Sales of our fresh range of value-added products (VAP)

grew9% year-on-year, reflecting growth in consumer demand

forconvenience, versatility and consistent supply. Our frozen

turbot VAP range, launched in 2022, also went from strength

to strength, with sales increasing by 21%. We continued

ourexpansion into new markets, including Asia and the US,

with turbot volumes sold to these geographies increasing

by3% and sole volumes by 34%.

As part of our growth strategy, we progressed the expansion

of our sole broodstock facility to near-completion and began

work to expand our sole hatchery in Galicia, Spain. This is

already the world’s largest flatfish hatchery, and the upgrade

will support our plans to double production capacity in the

nextthree years, ensuring SSF is on track to reach our overall

annual production target of 23,000 tonnes of turbot and

soleby 2035.

We also refreshed our Prodemar

brand for freshturbot

andsole and continued to diversify our product range as part

of our strategic ambition to move to a more customer-facing

market position. During the year, we welcomed a significant

number of new customers and expanded sales of our

Prodemar

products, especially our sole and frozen ranges,

inthe Asia and US markets.

Our digitalisation and automation programme also gathered

pace. We partnered with Telefónica Tech to develop new

digital tools and adopt artificial intelligence to help us

tointegrate, streamline and automate our operations

andusedata-led insights to strengthen and build customer

relationships and forecasting capabilities. This will help

ustobetter anticipate customer needs and reduce waste.

SSF has long been a pioneer when it comes to sustainability

inaquaculture. This year, we established a dedicated fish

welfare team to drive our progress and ensure ongoing

compliance in this area. One of our sustainability ambitions

isto reduce fish products in our ongrowing feed (relative

to2020 levels) by 2030: 65% reduction for sole and 50%

reduction for turbot. As part of our ongoing work to achieve

this, we continued to work with feed manufacturers and

conducted our own research into new formulas and diets

withlower fishmeal and fish oil content, thus preserving scarce

natural resources. I was extremely proud that SSF was named

Company of the Year by the Official College of Biologists

inGalicia in recognition of our commitment to sustainable

production processes, animal welfare, and supporting

thework and expertise of biologists in the region.

I am also proud of the progress we made in our safety

performance. The average number of occupational safety

incidents per worker fell to 4.3 in 2023 (2022: 5.3), well

belowthe aquaculture industry average of 5.1. Read more

onpage 45.

Just as importantly, we continued to engage with the local

communities in which we operate, which are home to most

ofour employees. We did this by sponsoring and attending

community events to support the local fishing industry,

raiseenvironmental awareness and educate our local

communities about sustainable aquaculture.

Outlook

The Christmas 2023 season was the best ever for SSF,

withrecord revenues achieved for both turbot and sole.

In2024, weexpect to see continued growth in demand for

ourproducts, particularly our VAP offering. We are in a strong

position to capitalise on this demand due to our market-

leading production capacity and quality, pioneering farming

techniques, digital innovations, and strong customer

relationships. These strengths will also help SSF mitigate

theeffects of ongoing inflation including the higher costs

ofenergy and feed.

Our transformation programme will continue as we progress

our expansion plans for our recirculation aquaculture systems

(RAS) and hatchery facilities in Europe and develop our

datacapabilities. To help meet our production targets

anddiversification plans, we will expand our research and

development facilities and scope, which will also help ensure

we maintain our steadfast commitment to fish welfare and

thesustainability of our operations.

Jordi Trias

President

Stolt Sea Farm

“Stolt Sea Farm delivered a strong performance in 2023, from

maintaining firm prices and increasing production volumes for both

turbot and sole, to delivering significant safety improvements.”

19Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Business Review continued

Equity Investments

Stolt Ventures

Stolt Ventures is Stolt-Nielsen’s investment vehicle focused

onidentifying and investing in sustainable technologies with

the potential to contribute to productivity and sustainability

improvements within our core operations. As the energy

transition gathers pace, we seek to be an active investor in

new technologies that will boost our efficiency while reducing

our environmental impact. Stolt Ventures made three

investments during 2023. Firstly, GIT, a provider of graphene-

based sustainable marine coating solutions with superior

antifouling and high-performance properties. Secondly, Signol,

a behaviour-focused software provider connecting operational

users to the direct impact of their actions, motivating them

toreduce fuel expenses and save CO

. Finally, WaveBL,

ablockchain-based platform enabling instant, reliable

andsecure exchange of trade-related documents including

bills of lading.

Other investments

As of the date of this report, Stolt-Nielsen also holds shares

inOdfjell SE (13.6%), The Kingfish Company NV (8.3%)

andGanesh Benzoplast Limited (8.7%).

In July 2023, we participated in a $35 million equivalent

unsecured convertible loan for The Kingfish Company NV.

Theproceeds will be used to strengthen liquidity and help

finance the expansion of production capacity at its facility

inZeeland, the Netherlands. The Kingfish Company NV,

listedon Euronext Growth, Oslo, is a market leader in land-

based recirculation aquaculture system (RAS) farming of

yellowtail. The company provides an interesting opportunity

tosupport and participate in the development of this highly

attractive species using RAS technology.

During the year Odfjell SE, a chemical tanker and storage

terminal operator listed on the Oslo Stock Exchange,

distributed dividends on the back of strong financial results.

Ganesh Benzoplast is based in India and listed on the Mumbai

Stock Exchange. It provides and operates chemical logistics

and storage facilities.

Cultivating value through diverse investments

Stolt-Nielsen invests in areas that align with our strategy and

core competencies. We actively seek investment opportunities

in bulk-liquid logistics, distribution, liquefied natural gas (LNG),

land-based aquaculture and sustainable technologies. We also

identify technology ventures with the potential to improve our

operational efficiency, enhance our sustainability, and

ultimately deliver superior returns for our shareholders.

Stolt-Nielsen Gas

Stolt-Nielsen Gas is our investment arm dedicated

toinvestments within LNG. As of November 30, 2023

Stolt-Nielsen Gas held a 47.2% stake in Avenir LNG and a

2.5% stake in Golar LNG. We actively managed the portfolio

by monetising our investment in Cool Company Limited for

$11.5 million. This strategic move generated a $2.3 million

gain on sale, which has been transferred from the fair-value

reserve to retained earnings.

Avenir LNG: leading the charge in small-scale LNG

In 2023, Avenir LNG (Avenir) solidified its position as a pioneer

in the small-scale LNG space. Its fleet of five modern, small-

scale LNG tankers is equipped with bunkering capabilities,

making it an innovative player in an evolving market.

Avenircurrently has one ship providing strategic bunkering

operations in the Baltics and supplying the HIGAS terminal

inSardinia, Italy. The remaining four tankers are secured under

long-term contracts, providing stable revenue and cash flows.

Looking ahead, Avenir remains committed to its strategy to

deliver clean, reliable energy to underserved markets, building

on its reputation in both bunkering and supply. During

December 2023, Avenir began a cost reduction programme

focused on operational excellence and developing a leaner,

more commercially orientated organisation and platform

for growth.

20 Stolt-Nielsen Limited | Annual Report 2023

22 Financial Review

Financial Review

21Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Financial Review

Consolidated income statement

Net profit of SNL was $296.7 million for 2023, compared with

$280.9 million in 2022. Excluding the one-time items described

in the table, net profit was $411.7 million for 2023, compared

with $292.0 million in 2022, or a $119.7 million improvement.

The most significant factors affecting SNL’s performance in

2023 were:

 Stolt Tankers reported an operating profit of $371.1 million,

an increase of $166.0 million compared to the prior year’s

operating profit of $205.1 million. Deep-sea and regional

fleets results improved, primarily driven by favourable freight

rates and higher volume.

 Stolthaven Terminals reported an operating profit of

$105.0 million compared to $89.2 million as a result of rate

escalations on new and existing businesses and an increase

in ancillary services.

 Stolt Tank Containers (STC) reported an operating loss

of$37.8 million, primarily due to the MSC Flaminia provision

of $155.0 million. Excluding this, operating profit would have

been $117.2 million, down from $172.7 million in 2022,

adecrease of $55.5 million. The lower operating profit was

primarily due to the reduction in transportation rates with

the reductions in ocean and inland freight costs as the

worldwide supply chain congestion eased with the increase

in ocean carrier capacity.

 Stolt Sea Farm reported an operating profit of $24.3 million,

compared with an operating profit of $19.5 million in 2022.

Excluding the fair value on the biological assets in both

years, operating profit decreased by $0.1 million, with lower

average sales price for turbot partially offset by higher sales

prices in sole and an increase in volumes in both species.

 Stolt-Nielsen Gas reported an operating loss of $10.4 million

in 2023 versus a loss of $3.0 million in 2022. The losses

inboth years were mainly the result of SNL’s share of losses

atAvenir LNG Limited (Avenir).

 Corporate and Other operating loss was $32.5 million,

compared to the prior year loss of $36.0 million. Corporate

and Other operating loss primarily comprises profit sharing,

director and investor expenses and dividends of certain

equity instruments.

Results of operations

Below is a summary of SNL’s consolidated financial data

forNovember 30, 2023, and 2022:

For the years ended November 30,

(in thousands) 2023 2022

Operating Revenue $ 2,820,218 $ 2,771,843

Operating expenses (1,745,793) (1,851,608)

Legal claims provision (155,000) –

Depreciation and amortisation (292,321) (282,123)

Gross Profit 627,104 638,112

Gross margin 22.2% 23.0%

Share of profit of joint ventures

and associates 62,265 53,963

Administrative and general

expenses (273,412) (249,022)

Gain on disposal of assets, net 3,606 5,562

Other operating income 3,406 4,132

Other operating expense (3,322) (5,215)

Operating Profit 419,647 447,532

14.9% 16.1%

Non-operating income (expense):

Finance expense –

finance leases (11,389) (10,451)

Finance expense –

debt and other (108,967) (112,188)

Loss on early extinguishment

of debt – (11,149)

Finance income 7,742 3,979

Foreign currency exchange

loss, net (5,289) (9,151)

Other non-operating income, net 7,690 347

Profit before income tax 309,434 308,919

Income tax expense (12,783) (28,064)

Net Profit $ 296,651 $ 280,855

For the years ended November 30,

(in thousands) 2023 2022

Net profit excluding one-time

items $ 411,651 $ 292,004

One-time items:

Legal claims provision,

net of tax expense (115,000) –

Loss on early extinguishment

ofdebt – (11,149)

Net Profit $ 296,651 $ 280,855

Jens F. Grüner-Hegge

Chief Financial Officer

22 Stolt-Nielsen Limited | Annual Report 2023

Operating revenue

Operating revenue was $2,820.2 million in 2023, which was

1.7% higher than in 2022, mainly owing to higher deep-sea

freight revenue at Stolt Tankers.

Stolt Tankers’ revenue increased by $212.7 million, mainly

dueto $218.7 million higher deep-sea freight revenue from

anincrease of average freight rates by 17.6% and 2.9% higher

volumes. Freight revenue was partially offset by a decrease in

deep-sea bunker surcharge revenue of $61.6 million. The lower

bunker surcharge revenue was caused by a 20% decrease

inbunker prices from last year.

Stolthaven Terminals’ revenue increased by $23.6 million

compared to 2022, an increase of 8.6%. This increase was

primarily due to higher operating revenue at all terminals as a

result of rate escalations and an increase in ancillary services.

Stolt Tank Containers’ revenue decreased by $195.1 million,

or21.8%, in 2023 largely due to transportation rates returning

to normalised levels as ocean freight costs declined. Also

impacting revenue was a decrease in demurrage and ancillary

revenues of $19.6 million. This was offset by 10.0% higher

shipment levels between the years as space on container

ships opened up in 2023.

Stolt Sea Farm’s operating revenue was $110.8 million in

2023, increasing by $8.1 million, or 7.9%, which was a result

ofsole sales prices increasing by 18.0% and sales volumes

by15.4%.

Gross profit

SNL’s gross profit increased by $166.0 million or 1.7%,

excluding the $155.0 MSC Flaminia provision in Stolt Tank

Container. The increase is due to improved rates in

Stolt Tankers.

Stolt Tankers’ gross profit increased by $162.9 million in 2023,

to $423.7 million, as the increase in revenues and lower bunker

costs were significant enough to cover higher variable time

charter hire expenses ($62.5 million) and port charges

($20.3 million).

Gross profit for Stolthaven Terminals was $128.6 million

in2023, compared with $107.9 million in 2022, an increase

of$20.7 million. Gross profit increased from the impact

ofhigher operating revenue in 2023 while operating expenses

remained stable.

Stolt Tank Containers saw a decrease in gross profit of

$50.3 million, excluding the MSC Flaminia provision of

$155.0 million. This decrease is the result of supply chains

normalising, bringing margins, demurrage and ancillary

revenues down to normalised levels.

Stolt Sea Farm’s gross profit increased by $6.6 million to

$34.9 million from $28.3 million in 2022. Excluding the fair

value of biological assets, gross profit increased $1.7 million

in2023 as a result of the higher average sales prices from sole

together with higher volumes sold from its own farm-raised

turbot and sole. Partially offsetting the higher sales were

higher labour, feed and energy costs due to

inflationary pressures.

Share of profit of joint ventures and associates

SNL’s share of the profits from non-consolidated joint ventures

and associates in 2023 was $62.3 million, up from

$54.0 million in 2022.

Stolt Tankers’ share of profit from joint ventures increased

by$14.2 million to $44.2 million notably owing to the two

deep-sea joint ventures, NYK Stolt Tankers S.A. and Hassel

Shipping 4 AS, from the improved deep-sea markets.

Stolt-Nielsen Gas’ share of losses in Avenir was $9.9 million

in2023 compared to $2.6 million in 2022. This is the result

ofthe challenging LNG market.

Administrative and general expenses

Administrative and general expenses were $273.4 million in

2023, up from $249.0 million in 2022, an increase of

$24.4 million. This was largely due to normal inflationary

salary increases and higher profit sharing and long-term

incentive plan costs as a result of the improvement in results.

Gain on disposal of assets, net

SNL recorded a net gain on disposal of assets of $3.6 million

in 2023 compared with a gain of $5.6 million in 2022. In 2023,

the gain included amounts related to the sale of the Stolt

Guillemot. In 2022, the gain included amounts related to the

sale of the Stolt Shearwater and the recycling of the

Stolt Groenland.

Management’s Discussion of Operating Performance

This section discusses Stolt-Nielsen Limited’s (SNL) operating results and financial condition for the years ended

November 30, 2023, and 2022. This discussion consists of:

 Results of Operations

 Business Segment Information

 Liquidity and Capital Resources

 Critical Accounting Estimates

 Principal Risks

 Treasury Shares

 Going Concern and

 Subsequent Events

23Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Business segment information

This section summarises the operating performance for each

of SNL’s principal business segments. The Corporate and

Other category includes corporate-related expenses and all

other operations which are not reportable as separate

business segments.

For the years ended November 30,

(in thousands) 2023 2022

Operating revenue:

Stolt Tankers $ 1,709,839 $ 1,497,108

Stolthaven Terminals 299,815 276,177

Stolt Tank Containers 699,504 894,647

Stolt Sea Farm 110,831 102,688

Corporate and Other 229 1,223

Total $ 2,820,218 $ 2,771,843

Operating profit:

Stolt Tankers $ 371,076 $ 205,124

Stolthaven Terminals 104,968 89,208

Stolt Tank Containers (37,831) 172,728

Stolt Sea Farm 24,336 19,544

Stolt-Nielsen Gas (10,396) (3,028)

Corporate and Other (32,506) (36,044)

Total $ 419,647 $ 447,532

Stolt Tankers

Operating revenue

Operating revenue increased by $212.7 million in 2023 versus

2022, with deep-sea revenue increasing by $182.9 million and

regional revenues increasing by $29.8 million.

Deep-sea revenue increased from a combination of higher

freight and demurrage revenue partially offset by lower bunker

surcharge revenue. Deep-sea freight revenue increased by

$218.7 million as average freight rates increased by 17.6%

between the periods, mainly driven by a 26.3% increase in the

rates on COA business, which contributed approximately 51%

of total deep-sea freight revenue. Volume also increased by

2.9%. Bunker surcharge revenue decreased by $61.6 million

due to 18.8% lower bunker prices and more spot contracts.

Demurrage revenue increased by $20.6 million mainly due

toincreased rates and improved terms.

Regional fleet revenue increased by $29.8 million mainly driven

by a $13.8 million increase on the Caribbean coastal fleet

influenced by improved spot rates and more operating days

and $11.8 million from the new Stolt NYK Asia Pacific Services

Inc. (SNAPS) Pool which commenced in October.

Other operating income and other operating expense

Other operating income was $3.4 million in 2023, compared

with $4.1 million in 2022.

Other operating expense was $3.3 million in 2023, compared

with $5.2 million in 2022.

Finance expense

Finance expense was $120.4 million in 2023, down from

$122.6 million in 2022. Interest on debt decreased by

$3.2 million, owing to lower outstanding debt balances.

Interest on leases was $11.4 million, compared with

$10.5 million in 2022.

Loss on early extinguishment of debt

In 2022, SNL recorded an accelerated recognition of deferred

financing costs and fees of $11.1 million related to the early

repayment of the loan with Export-Import Bank of China and

Standard Chartered Bank. The debt was refinanced as part

ofa sustainability-linked agreement of which $180.9 million

was drawn down to fully repay the above loan.

Finance income

Finance income was $7.7 million in 2023, up by $3.8 million

compared with 2022.

Foreign currency exchange loss

In 2023, SNL had a foreign currency exchange loss of

$5.3 million, compared with a $9.2 million loss in 2022.

The2023 loss was mainly due to the strengthening of the

USdollar against the BRL, NOK and ARS as well as higher

realised and unrealised foreign exchange hedging losses.

Other non-operating income, net

Non-operating income was $7.7 million in 2023 compared

witha non-operating income of $0.3 million in 2022.

Income tax expense

Income tax expense was $12.8 million in 2023, compared

to$28.1 million in 2022. The decrease in income tax expense

was the result of the legal claims provision in Stolt Tank

Containers, partially offset by increased profits in other

business segments.

Financial Review continued

24 Stolt-Nielsen Limited | Annual Report 2023

The time-charter equivalent revenue (revenue less trading

expenses) per operating day for the deep-sea fleet for 2023

was $29,621 versus $22,804 in 2022, an increase of 29.9%.

As of November 30, 2023, Stolt Tankers owned and/or

operated 162 ships and barges, representing 3.00 million

deadweight tons (dwt), compared to 165 ships and barges

and3.05 million dwt at the end of 2022.

Number

of ships

Millions of

dwt

% of STJS net

earnings for

the year

ended

November 30,

2023

Stolt Tankers Joint Service

(STJS):

Stolt Tankers Limited

(55 owned ships) 58 1.91 71%

NYK Stolt Tankers S.A. 9 0.27 11%

Hassel Shipping 4 AS 8 0.26 11%

Tufton Investment

1 0.03 6%

CMB Tech Netherlands 2 0.05 1%

Total Stolt Tankers Joint

Service 78 2.52 100%

Ships in wholly-owned

regional services

(26 owned ships) 62 0.28

Ships in joint venture

regional services

(20 owned by joint ventures) 22 0.19

Total 162 3.00

1. Tufton Investments, which previously had seven ships in the STJS, began exiting

inthe fourth quarter of 2023.

Operating profit

Operating profit increased by $166.0 million, to $371.1 million

in 2023 from $205.1 million in 2022. This was a result of the

$212.7 million increase in revenues discussed above and

$14.2 million increase in share of profit in joint ventures and

associates partially offset by increases in operating expenses.

Operating expenses increased by $49.8 million as a result of

more variable time charter hire expenses ($62.5 million) and

higher port charges ($20.3 million), partially offset by lower

bunker expenses ($44.5 million). Variable time charter hire

expenses increased due to stronger results of the STJS. The

average price of very low sulphur fuel (VLSF) and intermediate

fuel oil (IFO) consumed in 2023 was $591 per tonne, down

18.8% from $728 per tonne in 2022. Ship management costs

were $10.4 million or 4.8% higher than prior year mainly due

toincreased costs for manning and maintenance and repairs.

Stolt Tankers’ share of profit from joint ventures increased by

$14.2 million to $44.2 million where all joint ventures improved

their results, most notably NYK Stolt Tankers S.A. and Hassel

Shipping 4 AS from the improved deep-sea markets and

SNAPS from a strong regional performance.

Stolthaven Terminals

Operating revenue

Stolthaven Terminals’ revenue increased by $23.6 million

to$299.8 million in 2023 from $276.2 million in 2022. Average

storage rates increased by 9.5% which more than offset the

effect of a decrease in the average utilisation rate to 96.7%

in2023 from 97.4%. Ancillary revenue, such as nitrogen and

rail revenue, also increased by $4.6 million.

Total available average capacity at the wholly owned terminals

decreased to 1,723,720 cubic metres in 2023 from 1,724,619

cubic metres in 2022. This decrease in capacity was a result

of recalibration of capacity in Dagenham, UK, where the

impact was only partly offset by commissioning one new tank

in New Zealand. Product handled increased slightly to

14.2 million tonnes in 2023 from 14.1 million tonnes in 2022.

Operating profit

Operating profit increased by $15.8 million to $105.0 million

in2023 from $89.2 million in 2022. The revenue increase

of$23.6 million in 2023, discussed above, was partly offset

byhigher expenses.

Operating expenses increased by $1.6 million and

administrative and general expenses by $3.5 million from

2022. These increases were driven by normal inflationary

personnel costs, higher regulatory costs and movements

inenvironmental provisions.

Share of profit of Stolthaven Terminals’ joint ventures and

associates increased by $0.8 million. The increase was due

toadditional capacity, high utilisation and improved rates

atour Asian joint venture terminals.

25Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Stolt Tank Containers

Operating revenue

Stolt Tank Containers’ revenue decreased to $699.5 million in

2023 from $894.6 million in 2022, a decrease of $195.1 million

or 21.8%. This was primarily due to the impact of decreased

freight rates as the supply chain congestion eased and ocean

freight costs decreased. Also reducing revenue was a

decrease in demurrage and ancillary revenues totalling

$19.6 million which was a result of the previous bottlenecks

inthe supply chain being cleared.

In 2023, STC handled 142,522 tank container shipments,

compared to 129,574 shipments in 2022, which represents a

10.0% increase in volumes due mainly to the easing of supply

chain congestion. Average monthly utilisation was 63.9% in

2023, down from 69.0% in 2022, due to shorter length of

moves. STC’s fleet increased by 8.4% to 50,928 tank

containers at the end of 2023 compared to 46,994 tank

containers at the end of 2022.

Operating profit

Stolt Tank Containers operating profit decreased by

$55.6 million, excluding the $155.0 million MSC Flaminia

provision. Ocean freight and other move-related costs

decreased by $151.1 partially offsetting the $195.1 million

revenue decline. Depreciation expense was also $6.3 million

higher due to the acquisition of additional tank containers

during the year.

Stolt Sea Farm

Operating revenue

Stolt Sea Farm’s revenue increased by $8.1 million, or 7.9%,

to$110.8 million in 2023 from $102.7 million in 2022 due to

increasing sole sales prices and higher sales volumes for both

species. Turbot sales volume increased by 2.5% while prices

decreased by 3.8% between the periods. Sole volumes

increased by 15.4% and prices increased by 18.0%.

Operating profit

Stolt Sea Farm reported an operating profit including fair

valuegain (loss) on biological assets of $24.3 million in 2023

compared to an operating profit of $19.5 million in 2022, a

year-on-year increase of $4.8 million. Excluding the fair value

gain on biological assets of $3.9 million in 2023 and loss of

$1.0 million in 2022, the decrease in operating profit between

the two periods was $0.1 million. The revenue increase was

offset by higher operating expenses due to increased sole

volume sold and higher labour, feed, administrative and general

expenses and energy costs due to inflationary pressures.

The increase in the fair market value on the biological assets

was the result of higher turbot and sole sale prices in

November 2023 due to limited availability and high demand.

Stolt‑Nielsen Gas

Stolt-Nielsen Gas is an investment arm of SNL focusing on the

LNG segment with holdings in Avenir and Golar LNG Limited

(Golar). Avenir’s results are reported as a joint venture, while

changes in the share price of the Golar investments are

reported as Other Comprehensive Income. Stolt-Nielsen

Gasreported an operating loss of $10.4 million in 2023 versus

a loss of $3.0 million in 2022. The underlying losses in both

years were mainly attributable to SNL’s share of Avenir.

Corporate and Other

Corporate and Other operating loss was $32.5 million,

compared with the prior year loss of $36.0 million. The

reduction of the loss between years was due to dividends

received in certain equity instruments held by SNL.

Financial Review continued

26 Stolt-Nielsen Limited | Annual Report 2023

Liquidity and capital resources

For the years ended November 30,

(in thousands) 2023 2022

Summary Cash Flows

Net cash provided by operating activities:

Net profit $ 296,651 $ 280,855

Depreciation and amortisation 292,321 282,123

Share of profit of joint ventures and associates (62,265) (53,963)

Finance expense, net of income 112,614 129,809

Income tax expense 12,783 28,064

Fair value (gain) loss on biological assets (3,914) 974

Other adjustments to reconcile net profit to net cash from operating activities (5,899) (3,151)

Changes in working capital assets and liabilities 157,901 59,101

Dividends from joint ventures and associates 43,832 41,060

Insurance proceeds related to MSC Flaminia lawsuit 133,000 –

Other, net (2,681) (3,447)

Cash generated from operations 974,343 761,425

Net interest paid, including debt issuance costs (106,265) (124,943)

Income taxes paid (13,682) (16,673)

Net cash generated from operating activities $ 854,396 $ 619,809

Cash flows from investing activities:

Capital expenditures (259,438) (199,429)

Purchase of intangible assets (8,538) (3,959)

Investment in joint venture and associate (18,175) (14,314)

Proceeds from sales of assets 6,333 7,934

Sale (purchase) of shares in equity instruments 11,798 (37,291)

Repayment of advances to joint ventures and associates, net 14,595 1,700

Other (7,727) 420

Net cash used in investing activities $ (261,152) $ (244,939)

Net cash used for financing activities:

Decrease in short-term bank loans – (40,000)

Repayment of long-term debt (461,745) (684,741)

Proceeds from issuance of long-term debt 333,840 484,533

Principal payments on leases (54,495) (51,210)

Dividends paid (120,495) (53,591)

Net cash used in financing activities $ (302,895) $ (345,009)

Effect of exchange rate changes on cash 4,025 (1,588)

Net increase in cash and cash equivalents $ 294,374 $ 28,273

27Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Net cash provided by operating activities

In 2023, SNL generated cash from operating activities of

$854.4 million, compared with $619.8 million in 2022. This

increase was due to $133.0 million received from insurance

underwriters related to the MSC Flaminia provision as well

asto the improved performance in tankers and improved net

working capital inflows.

Net cash used in investing activities

Net cash used in investing activities was $261.2 million

in2023, compared with $244.9 million in 2022. The most

significant uses of cash for investing during 2023 were:

i. capital expenditures of $259.4 million, $60.0 million higher

than in 2022.

ii. purchase of computer software of $8.5 million.

iii. investment of $18.2 million in joint ventures,

NYK Stolt Tankers S.A, Stolthaven Revivegen Kaohsiung Co.,

Ltd. (Taiwan) and Ceyhan Terminal Himzetleri Anonim

Sirketu (Turkey).

Offsetting the uses of cash were repayments of advances

from joint ventures of $14.6 million and proceeds from the

sale of ships and other assets for $6.3 million and disposal

ofshares in Cool Company Limited for $11.8 million.

Cash capital expenditures by business are summarised below:

For the years ended November 30

(in thousands) 2023 2022

Stolt Tankers $ 102,920 $ 94,885

Stolthaven Terminals 71,967 69,015

Stolt Tank Containers 64,972 27,968

Stolt Sea Farm 17,449 5,471

Corporate and Other 2,130 2,090

Total $ 259,438 $ 199,429

Cash spent during the year ended November 30, 2023

primarily reflected:

i. $72.6 million on tanker projects, including amounts related

to the purchase of two second-hand ships.

ii. $30.3 million on drydocking of ships.

iii. $72.0 million on terminals expansion and maintenance

projects.

iv. $65.0 million on the purchase of tank containers

andconstruction at depots.

v. $17.4 million on Stolt Sea Farm capital expenditures.

Net cash used in financing activities

Net cash outflow from financing activities totalled

$302.7 million in 2023, compared with $345.0 million in 2022.

The significant cash sources from 2023 financing activities

were $333.8 million of debt issuances, compared

with$484.5 million in 2022. The 2023 debt issuances

mainly comprised:

i. $112.4 million on a placement of senior unsecured five-year

NOK bonds, maturing in September 2028.

ii. $208.4 million refinancing of the Stolthaven Singapore

facility with a term loan. The agreement is with DBS Bank

Ltd., ING Bank N.V., KfW IPEX-Bank GmbH and Oversea-

Chinese Banking Corporation Limited.

iii. $14.3 million from the financing of Stolt Ludwigshafen,

anewbuilding chemical tanker/barge. The agreement is with

KfW IPEX-Bank GmbH.

The principal uses of cash for financing activities in 2023 were:

i. $461.7 million in repayment of long-term debt, compared

with $684.8 million in 2022.

ii. $54.5 million of principal payments on lease liabilities,

compared with $51.2 million in 2022.

iii. $120.5 million in dividend payments, compared with

$53.6 million in 2022.

Financial Review continued

28 Stolt-Nielsen Limited | Annual Report 2023

Indebtedness

SNL’s total consolidated debt, excluding debt issuance costs,

was $2,091.7 million as of November 30, 2023 and

$2,207.8 million as of November 30, 2022, as set out in the

table below.

(in thousands) 2023 2022

Long-term debt

(including current portion) $ 1,853,465 $ 1,984,221

Long-term lease liabilities

(including current maturities) 238,207 223,584

Total debt on Consolidated

Financial Statements 2,091,672 2,207,805

Available unused facilities:

Committed revolving credit line 294,588 320,950

Uncommitted short-term bank

lines of credit 84,000 25,000

Total unused facilities 378,588 345,950

Total debt and unused facilities $ 2,470,260 $ 2,553,755

Long-term debt in the table above excludes debt issuance

costs of $16.9 million and $17.4 million as of November 30,

2023 and 2022, respectively.

Short-term debt

Short-term debt consists of debt obligations to banks under

uncommitted lines of credit and bank overdraft facilities that

can be withdrawn by the banks on short notice. SNL had

access to $84.0 million of such facilities, which were unused

during the year ended November 30, 2023.

During 2022 and 2023, SNL also had two committed revolving

credit lines, totalling $294.6 million. These were a

sustainability-linked revolving credit facility (RCF) secured

by19 ships for $194.6 million and a $100.0 million credit line

with DNB (UK) Limited secured by SNL’s investment in Advario

Stolthaven Antwerp, NV (Secured RCF facility).

Both the Secured RCF facility and the RCF were unused during

the year ended November 30, 2023.

Long-term debt

Long-term debt consists of debt collateralised by mortgages

on SNL’s ships, tank containers and terminals and unsecured

bank loans at Stolt Sea Farm as well as $193.9 million

unsecured bond financing denominated in NOK ($180.5 million

after considering the effect of the cross-currency interest

rateswaps). It does not include the off-balance sheet

arrangements discussed below. SNL’s long-term debt

(including debt issuance costs) was $1,836.6 million

and$1,966.8 million as of November 30, 2023 and 2022,

respectively, as set out below:

(in thousands) 2023 2022

Long-term debt $ 1,836,601 $ 1,966,779

Less: Current maturities (255,109) (288,958)

$ 1,581,492 $ 1,677,821

Long-term lease liabilities

IFRS 16, Leases (IFRS 16), requires all but immaterial or

short-term leases to be recorded on the balance sheet.

AsofNovember 30, 2023, SNL had long-term lease liabilities

for ships, terminal facilities and machinery, tank containers,

barges, land, permits, computer and office equipment and

offices. Certain of the leases contain clauses requiring

payments in excess of the base amounts to cover operating

expenses related to the leased assets. Such payments are

expensed in the period of payment.

29Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Reconciliation of net cash flows

to movement in net debt

SNL had the following changes in net debt, which is defined

asshort-term loans, long-term debt and lease liabilities, less

cash and cash equivalents. Cash and cash equivalents include

$133.0 million received from insurance underwriters to be

used to partially settle the MSC Flaminia provision in 2024.

(in thousands) 2023 2022

(Increase) decrease in cash and

cash equivalents for the year $ (294,374) $ (28,273)

Cash inflow from increase in debt 333,840 484,533

Cash outflow from repayments

of debt (461,745) (724,781)

Cash outflow from finance leases (54,495) (51,210)

Change in net debt resulting from

cash flows (476,774) (319,731)

Lease liabilities capitalised, net of

retirements 67,938 70,137

Currency movements (2,463) (31,728)

Debt issuance costs and other

movements 1,370 7,318

Movement in net debt in the year (409,929) (274,004)

Opening net debt 2,038,222 2,312,226

Closing net debt $ 1,628,293 $ 2,038,222

During 2023, SNL met its liquidity needs through a

combination of cash generated from operations, borrowings

from commercial banks and other financial institutions and

proceeds from the sale of assets.

Generally, Stolt Tankers was able to operate with a minimum

of working capital by tight credit terms to customers, keeping

accounts receivable to a minimum, and by obtaining standard

credit terms of 30 to 90 days from most suppliers.

For Stolthaven Terminals and Stolt Tank Containers, a normal

business operating cycle prevails with balanced credit terms.

For Stolt Sea Farm, the production cycle for various farmed

fish species is several months to years, requiring a normal

level of working capital to finance inventory.

Ships, terminals, tank containers and investments in equity

instruments can be an important source of liquidity, as these

assets can be used to secure debt or can be sold and, if

needed, leased back. SNL realised proceeds from the sale

ofships and other assets of $6.3 million in 2023, compared

to$7.9 million in 2022.

SNL’s objectives when managing capital are to safeguard its

ability to continue as a going concern, in order to provide

returns for shareholders and benefits for other stakeholders,

and to maintain an optimal capital structure to reduce the cost

of capital. SNL monitors capital on the basis of the ratio of

debt to tangible net worth (shareholders’ equity less intangible

assets, non-controlling interests and other components of

equity). During the year ended November 30, 2023, debt and

lease liabilities decreased by $115.6 million. Tangible net

worth increased by $175.6 million from November 30, 2022.

This was primarily due to net profit of $296.7 million partially

offset by declared dividends of $120.5 million. The debt to

tangible net worth ratio was 1.00 at November 30, 2023, an

improvement from 1.16 at November 30, 2022. This is below

the 2.25 threshold included as a debt covenant in most of

SNL’s debt agreements.

Off‑balance sheet arrangements

In addition to the obligations recorded on SNL’s consolidated

balance sheets, certain commitments that will result in future

cash outlays are not recorded on the Company’s consolidated

balance sheets. In addition to long-term debt interest

payments, these off-balance sheet arrangements consist

ofimmaterial or short-term leases, committed capital

expenditures and the retained and contingent interests

discussed in the Significant contractual obligations

table below.

Leases

In accordance with IFRS 16, all leases other than those that

are immaterial or less than one year are capitalised. Future

commitments for short-term or immaterial leases were

$4.7 million at November 30, 2023, compared with $3.4 million

at November 30, 2022.

Financial Review continued

30 Stolt-Nielsen Limited | Annual Report 2023

Significant contractual obligations

SNL has various contractual obligations, some of which are required to be recorded as liabilities in the Consolidated Financial

Statements. SNL’s operating leases, committed capital expenditures, long-term debt and lease liability interest payments

and other executory contracts are not required to be recognised as liabilities on the Company’s consolidated balance sheets.

As of November 30, 2023, SNL’s other purchase obligations were not material. The following summarises SNL’s significant

contractual obligations as of November 30, 2023, including those reported on the Company’s consolidated balance sheet

andothers that are not:

(in thousands) Total

Less

than 1 yr 2-3 yrs. 4-5 yrs.

More than

5 yrs.

Contractual cash obligations:

Long-term debt

$ 1,853,465 $ 258,889 $ 669,539 $ 529,957 $ 395,080

Long-term fixed rate debt interest payments 274,332 68,822 117,714 66,563 21,233

Long-term variable rate debt interest payments

94,344 24,582 37,152 22,098 10,512

Lease principal payments 238,207 55,456 68,490 31,978 82,283

Lease interest payments 105,933 10,958 14,857 9,733 70,385

Operating leases 4,696 3,801 726 169 –

Committed capital expenditures 41,505 41,505 – – –

Derivative financial liabilities

21,643 11,732 5,427 3,489 995

Pension and post-retirement benefit obligations

1,944 1,944 – – –

Total contractual cash obligations: $ 2,636,069 $ 477,689 $ 913,905 $ 663,987 $ 580,488

1. Excludes debt-issuance cost.

2. Long-term variable rate debt interest payments and derivative financial liabilities are based on the rates in effect at November 30, 2023. Derivative financial liabilities are based

on undiscounted cash flows.

3. Pension and post-retirement benefits contributions – SNL includes these amounts based on current estimates of contributions to the pension plans that may be required.

The Company has not disclosed possible payments beyond the next 12 months owing to the significant difficulty in forecasting these amounts with any accuracy.

Financial risk management

SNL is exposed to a variety of financial risks, including market

risk, credit risk and liquidity risk. The Company’s overall risk

management programme focuses on the unpredictability

offinancial markets and seeks to minimise potential adverse

effects on SNL’s financial performance. This is covered in

more detail in the annual financial statements.

Critical accounting estimates and judgements

In the preparation of SNL’s Financial Statements, there are a

number of areas where assumptions have been made about

the future, management judgements and estimates. Such

areas could experience significantly different outcomes should

these assumptions, judgements and estimates differ from

actual results.

The key areas where estimates and judgements make

significant differences are:

 Voyage revenue and costs

 Depreciation and residual values

 Review of impairment triggers

 Investments in joint ventures and associates

 Claims provisions

 Right-of-use assets and lease liabilities

To obtain a better understanding of SNL’s detailed accounting

policies in these areas, please see Note 2 to the

Financial Statements.

31Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Principal risks

Each business segment considers strategic, operational and

financial risks and identifies actions to mitigate those risks.

These risk profiles are updated at least annually. The principal

risks and uncertainties for the next financial year are

discussed below.

Bunker fuel and freight costs

Bunker fuel constitutes one of the major operating costs of the

tanker fleet and price changes can have a material impact on

SNL’s results. Although efforts are made to reduce the impact

of price changes by passing bunker fuel costs through

tocustomers or through the Company’s bunker hedging

programme, a significant portion is incurred solely by the

Company. Approximately 51% of Stolt Tankers’ STJS revenue

in 2023 was derived from COA. Approximately all of these COA

had provisions to pass through fluctuations in fuel prices to

customers. As a result, the expected cover from COA equals

approximately half of the total deep-sea bunker

price exposure.

The profitability of spot revenue was directly impacted by

changes in fuel prices, subject to the Company’s hedging

programme. In addition, the bunker surcharge clauses can

result in the Company providing customers with rebates

inperiods of lower bunker prices. SNL’s policy is to hedge

aminimum of 50% of expected bunker purchases within the

next 12 months, through either bunker surcharge clauses

included in COA or through financial instruments.

Ships are required to use marine fuels with a sulphur content

of no more than 0.50% against the previous limit of 3.50%.

Stolt Tankers is taking a multifaceted approach to low-sulphur

fuel. Thirteen vessels have been fitted with wet hybrid

scrubbers in order to reduce sulphur emission, of which three

are still to be certified. The rest of the Stolt Tankers fleet has

switched to marine gas oil or alternative fuels, depending

onavailability, usability and cost efficiency.

The vast majority of the COA now include adapted bunker

surcharge clauses to cover the higher fuel prices.

For Stolt Tank Containers, the impact of increased freight

costs due to changes in capacity on container ships in select

markets, additional surcharges, and fluctuations in fuel prices

can result in downward pressure on margins. Cost increases

are passed on to customers when possible. Given quoted rate

validity periods to customers, there is a negative impact

onmargins in periods of rising freight costs until rates can

be increased.

Tanker and tank container industry risk

The tanker industry is cyclical and volatile, which may lead

toreductions and/or volatility in freight rates, volumes and

ship values. Fluctuations in the rates that Stolt Tankers can

charge result from changes in the supply and demand for

shipcapacity and changes in the supply and demand for the

products carried, particularly the bulk liquids, chemicals, edible

oils, acids and other specialty liquids that are the majority of

the products that the Company transports. Factors influencing

demand include supply for products shipped, economic

growth, environmental development and the distances that

products are moved by sea. Factors influencing supply include

the number of new ships and recycling of old ships, changes

inregulations, the strength of the clean petroleum products

tanker markets and availability of capacity at shipyards.

Stolt Tankers mitigates these risks by actively managing the

mix of business between COA and spot and utilises various

tools to increase fleet flexibility and decrease risk. Contract

business tends to be less volatile in terms of both rates and

volumes than spot business. Management endeavours

toincrease the contract percentage and lengthen contract

duration during periods of uncertainty or when management

determines that market conditions are likely to deteriorate.

Ingeneral, Stolt Tankers maintains a relatively high percentage

of contract business. Stolt Tankers also actively manages

itscharter periods to allow a certain number of ships

toberedelivered on short notice. Within the owned fleet,

StoltTankers endeavours to maintain a balanced age profile.

Through this technique, fleet size can be managed by early

retirement of older ships when demand is soft and life

extension of ships during periods of higher demand.

The tank container industry is also cyclical and volatile,

whichmay lead to reductions and/or volatility in freight rates

and shipment volumes. Fluctuations in the rates that Stolt

Tank Containers can charge its customers result from new

competition attempting to aggressively grow market share

combined with an oversupply of tank containers in the market.

Stolt Tank Containers mitigates this risk by actively managing

customer relationships and pricing as well as maintaining

abalance of owned and leased tanks. Fleet size can easily

bemanaged by the on-hire and off-hire of leased tanks.

Climate change risk

SNL may incur substantial costs as a result of changes

inweather patterns due to climate change. Increases in the

frequency, severity or duration of severe weather events such

as hurricanes, typhoons, low water levels or other severe

weather events could result in asset loss, injuries, lost

earnings, longer transit times, difficulty in obtaining insurance

and higher costs. Changes in sea water temperature can

adversely impact growth rates of fish, harm the fish and lead

to losses of fish. To counteract future climate changes, there

have been increasingly stringent regulations, such as the

Financial Review continued

32 Stolt-Nielsen Limited | Annual Report 2023

requirement to use low sulphur fuels, and violations can lead

to significant fines and penalties. Future regulations could

result in making SNL assets prematurely obsolete, increase

expenses or require costly investments. For example, the EU

Emissions Trading System started in 2024 for shipping and

requires the purchase of EU allowances equivalent to its

carbon emissions. Beginning January 1, 2024, SNL has begun

to acquire EU allowances derivatives to offset 40% of carbon

emissions used. This cost will drive an increase in the

Company’s operating expenses and could impact the

profitability and cash flow of the Company unless offset

byhigher revenue. In order to mitigate the cost increase,

SNLhas included wording in its COAs that either would allow

for the recovery of these costs from its customers, or in the

absence of such, would allow cancellation of the contracts

ifno amicable solution is found for the recovery of the added

cost. In addition, SNL continues in its efforts to reduce bunker

consumption and thereby reduce the anticipated cost of the

EU Emissions Trading System regulation. SNL is using its

expertise and strong industry relationships to investigate

andexplore new technologies to enable the move towards

alow-carbon future.

Safety risk

Stolt Tankers, Stolthaven and Stolt Tank Containers are

engaged in the worldwide transportation, storage and

distribution of bulk liquid chemicals, edible oils, acids and

other specialty chemicals, some of which are hazardous if not

handled correctly. SNL’s assets and procedures are designed

to avoid contaminations, spills, leaks, fires and explosions,

with safety equipment installed to minimise the impact

ofsuch incidents. SNL employees regularly review and test

emergency response plans through safety drills, partnering

with local incident response services and regulatory agencies.

Drills involve the safe evacuation of the workforce, visitors

andall other parties from the ships, terminals, depots,

farmsand offices.

Newbuilding risk

SNL spends substantial sums during the construction of parcel

tanker newbuildings without earning revenue and without

assurance that ships will be completed on time or atall.

The risks with respect to newbuildings arise because SNL

istypically required to pay substantial amounts as progress

payments during construction of a newbuilding but does

notderive any revenue from the ship until after its delivery.

SNL’s receipt of newbuildings could be delayed temporarily

orindefinitely because of:

 Quality or engineering problems

 Work stoppages or other labour disturbances at the shipyard

 Bankruptcy or another financial crisis of the shipbuilder

 A backlog of orders at the shipyard

 SNL requests for changes to the original ship specifications

 Shortages of, or delays in, the receipt of necessary

equipment or construction materials, such as steel

If the delivery of a ship is materially delayed or final cost

increases, this could adversely affect the business and its

results of operations, cash flow and financial condition.

SNLmanages these risks by agreeing to industry standard

provisions dealing with compensation for delays and rights

toterminate the newbuilding contract. Any progress or down

payments made by the Company under the newbuilding

contracts are secured by refund guarantees issued by

commercial banks or government institutions to cover

therepayment obligation by the shipyards in case

ofayard default.

Political and geopolitical risk

SNL has international operations, and its business, financial

condition and results of operations may be adversely affected

by changing economic, political and government conditions in

the countries and regions where SNL’s ships and tank

containers are employed, and terminals are located.

SNL is also exposed to geopolitical risks where territorial

andother disputes between countries could lead to the

outbreak of war or the existence of international hostilities

thatcould damage the world economy, adversely affect the

availability of, and demand for, petroleum and chemical

products and adversely affect SNL’s ability to operate ships,

terminals or tank containers. Moreover, SNL operates in a

sector of the economy that is likely to be adversely affected

bythe impact of political instability, terrorist or other attacks

and war or international hostilities, for example, the invasion

ofUkraine by Russia and the ship attacks in the Red Sea.

SNL is also exposed to geopolitical risks where territorial and

other disputes between countries could lead to the outbreak

ofwar or the existence of international hostilities that could

damage the world economy, adversely affect the availability

of,and demand for, petroleum and chemical products and

adversely affect SNL’s ability to operate ships, terminals

ortank containers. Moreover, SNL operates in a sector of the

economy that is likely to be adversely affected by the impact

of political instability, terrorist or other attacks and war or

international hostilities, for example, the invasion of Ukraine

byRussia and the ship attacks in the Red Sea.

33Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

For an effective and competitive global chemical shipping

business, managing geopolitical risk is a strategic imperative.

Cross-border expansion to facilitate corporate growth is a

significant contributor to growth. In some cases, cargoes are

located in – or destined for – troubled or developing markets

where considerable cultural, infrastructure, security or

technology challenges must be met. At the same time,

economic and population growth, especially in Asia, is creating

new demand for petroleum and chemical products. Sufficient

supply must be in place with supporting infrastructure and

distribution to meet demand in these high growth markets.

Project development risks

Stolthaven Terminals is working on various projects at its

wholly owned and joint venture terminals. The development

ofterminal operations and jetties involves significant upfront

investment in infrastructure and there are risks inherent in

such developments, including political, regulatory, currency

exchange, liquidity, financial, contractual and structural risks.

The occurrence of one or more of these risk factors could

delay the project and result in increased project costs.

Different countries carry varying degrees of risk depending

onsocial, cultural, political and financial development and

stability. Efforts are made to mitigate these risks by employing

local country and regional representatives to act as liaisons

with local authorities and to devise appropriate

mitigating actions.

Stolt Sea Farm biological asset inventory price risk

All mature turbot and sole are held at fair value less costs

ofsale and costs related to harvest. A fair-value adjustment

isalso made at the point when previously juvenile turbot and

sole are considered to become mature, which typically occurs

when the fish reach a specified weight. Fair value is

determined on the basis of market prices, and gains and

losses from changes in fair value are recognised in the

income statement.

The fair value of these assets fluctuates significantly based

upon the season, competition, market conditions and existing

supply. The fair-value adjustment recognised in the current

year was a gain of $3.9 million in operating profit, compared

with a $1.0 million loss in 2022. Fair value adjustments have

adirect impact on SNL’s income statement and there is a risk

that the fair value adjustment recognised in a year could

negatively impact SNL’s income statement.

Currency risk

Most of the revenue earned by Stolt Tankers and Stolt Tank

Containers is denominated in US dollars, whilst a significant

portion of the divisions’ operating expenses is incurred in

othercurrencies, primarily the euro, the Singapore dollar,

Japanese yen, Philippines peso and the British pound.

When there is amismatch between revenue and expense

currencies, any depreciation of the revenue currency relative

tothe expense currency will decrease profit margins.

On average in 2023, the US dollar has weakened by

approximately 4.6% against the euro, causing a decrease

inprofit margins. SNL’s foreign currency hedging policy is

tohedge between 50% and 80% of the Company’s expected

foreign currency operating exposures over the next 12 months.

Cyber risk

Our ongoing commitment to digitising our business processes

and our digital transformation, coupled with our growing

reliance on information technology (IT) systems for our

operations, means we rely on secure, cost-effective, and

robust IT services.

Our IT and cyber risk profile is influenced by several factors.

These include the ever-increasing threat to cyber security,

characterised by high volumes of attacks and sophisticated

cyber actors that threaten to intentionally harm our systems.

These cyber actors target organisations by making bank

account changes, intercepting invoice payments and carrying

out identity fraud to extract money. Ransomware attacks

oncorporations are also on the rise. These have the potential

to cause breaches and disruptions of our critical IT services.

Our cyber security programme is based on proactively

identifying risks and risk assessments. We have integrated

cyber security capabilities into our IT systems, which are

further safeguarded by various technologies and controls

forprotection, detection and response. Our processes

includeidentification and assessment capabilities aligned

withindustry best practices to measure and improve our

cybersecurity capabilities. In addition, out external IT service

providers are assessed and selected on their cyber security

maturity through formal supplier assurance reports and

contractual clauses.

We actively monitor identified threats so that we can assess

the potential risk and have processes in place so that we can

respond effectively to resolve and investigate any security

incidents. Additional risk control measures are also inplace to

facilitate recovery in the event of cyber risks. Theseinclude

business continuity management and disaster recovery plans

that are regularly reviewed and updated.

Disease outbreaks and pandemic risks

SNL’s operations are global in nature and rely on a significant

number of operational staff and third-party suppliers to run

smoothly. As has been evidenced by the Covid-19 pandemic,

disease outbreaks can put significant restrictions on the

movement of people and their ability to get to their place

ofwork as well as restrictions on the operations of our assets.

Financial Review continued

34 Stolt-Nielsen Limited | Annual Report 2023

If the movement of people and transport operations are

restricted, this could limit SNL’s ability to meet commitments

to customers and could impact financial results. Likewise, any

outbreak on-board our ships or at one of our terminals could

impact operations of individual assets. The severity of the

impact of such disruptions would depend on the spread and

duration of the disease. To the extent possible, business

continuity plans have been updated and implemented to

mitigate any negative impact on the businesses from a

wide-spread and long-lasting disease of the coronavirus type.

Financing risk

SNL’s businesses are capital intensive and, to the extent the

Company does not generate sufficient cash from operations,

the Company may need to raise additional funds through

public or private debt to fund capital expenditures and to

refinance maturing debt instruments. Adequate sources of

capital may not be available when needed or may not be

available at favourable terms. The Company’s ability to obtain

financing is dependent on various factors, such as financial

market conditions for unsecured debt and financial

institutions’ appetite for secured ship, tank container

orterminal financing.

SNL has a diversified debt structure and has access to a wide

range of funding sources from banks, leasing companies and

the Nordic bond market. The Company also maintains

significant availability under its committed credit facilities,

aswell as cash on hand, to mitigate the risk of short-term

interruptions to the financial markets.

Treasury shares

At November 30, 2023 and 2022, SNL held 5,000,000 Treasury

Shares. See Note 30 in the Financial Statements.

Going concern

The annual Financial Statements have been prepared under

the going concern assumption.

Subsequent events

See Note 33 in the Consolidated Financial Statements for

significant events occurring after November 30, 2023.

Udo Lange

Chief Executive Officer Stolt-Nielsen Limited

Jens F. Grüner-Hegge

Chief Financial Officer Stolt-Nielsen Limited

March 14, 2024

35Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Sustainability

37 Sustainable Growth

40 Health and Safety

46 Environment

54 People

36 Stolt-Nielsen Limited | Annual Report 2023

Acting sustainably in everything we do

Our operations span the globe – with 7,000 people in more

than 30 countries, we support our customers in many ways.

As a global leader in the transportation and storage of

products that touch every aspect of modern life and a

producer of sustainable seafood, we take our role as an

essential part of a sustainable global supply chain seriously.

This includes managing the impact that our operations

haveon the environment, our colleagues and wider society.

Sustainability and safety are, therefore, the foundations of

ourstrategy and are integral to everything we do. This year

ourcommitment to sustainability was recognised through

agold EcoVadis rating for Stolt Tankers and silver rating

forStolthaven Terminals. In January 2024, we were pleased

that Stolt Tank Containers also received a gold rating.

Supporting the UN Sustainable Development Goals

As a signatory of the UN Global Compact, Stolt-Nielsen

isworking to reduce its environmental impact in line with

thefollowing UN Sustainable Development Goals (SDGs):

Responsible Consumption and Production, Climate Action

andLife Below Water.

We believe that partnerships are central to reaching our

sustainability ambitions. By working together with our

customers, suppliers, investors, employees, industry groups

and communities we can make the greatest contribution

tosafeguarding our shared future.

You can find a full list of our memberships and trade

associations at: stolt-nielsen.com/sustainability

Committed to strong governance

Our focus on building a sustainable business is driven by

thecommitment of our Board of Directors. Each member has

pledged their full commitment in areas ranging from health

and safety to emissions reduction, water conservation and

employee wellbeing. We also have longstanding safety, quality,

environmental and compliance management systems in place

to ensure sustainability is embedded throughout our culture,

operations and approach to risk management.

Sustainable Growth

For more information on our sustainability policies and

progress, please visit: stolt-nielsen.com/sustainability

Working towards the Corporate Sustainability

Reporting Directive

This year, we began our journey to ensure that we meet

theupcoming EU regulatory requirements of the Corporate

Sustainability Reporting Directive (CSRD). In partnership with

an independent third party, we completed an initial double

materiality assessment involving internal stakeholders to

identify the material impacts, risks and opportunities for

Stolt-Nielsen. This will ensure that our sustainability strategy

and ambitions are focused both on our biggest impacts and

those areas of most importance to our stakeholders.

During 2024, we will validate our materiality assessment

withexternal stakeholders. We also plan to review our current

sustainability ambitions to align them more closely with our

material topics, relevant industry ESG standards, legislation

requirements and industry peers.

37Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Stolt Tankers

Material Topics

Topic

Number

Global health crisis 1

Community engagement 2

Human rights 3

Diversity, inclusion and gender equality 4

Labour conditions 5

Maritime security 6

Talent development 7

Child labour, forced labour 8

Health and safety 9

Lobbying 10

Responsible procurement 11

Cyber security 12

Reporting and transparency 13

Business ethics, integrity and competitive behaviour 14

Anti-bribery, anti-corruption 15

Legal, regulatory and compliance 16

Waste 17

Lifecycle planning 18

Ocean impact 19

Emissions to air 20

Innovation and collaboration 21

Stolthaven Terminals

Material Topics

Topic

Number

Air quality: VOC and other air emissions 1

Process safety 2

Health and safety 3

Business ethics and compliance 4

Water and soil pollution 5

Business strategy and financial performance 6

Digital and technology 7

Waste management 8

Climate change risk 9

emissions and energy use 10

Customer experience 11

Water use 12

Innovation 13

Application of best practices 14

Training and development 15

Cyber security 16

Taxation 17

Recruitment and retention 18

Community impact and engagement 19

Biodiversity 20

Diversity and inclusion 21

Human rights 22

Sustainability continued

Materiality Assessment

Environmental

Key

Social/human Governance

Impact on business

Importance to stakeholders

678 9

Material Topics 2023

For this annual report, we are continuing to report our progress against separate materiality assessments for each of our businesses.

These were completed during 2022. Stolt Tankers’, Stolthaven Terminals’ and Stolt Tank Containers’ material topics were rated one

toten, with one being not at all important and ten being very important. At Stolt Sea Farm each topic was ranked from 1 to 16 in order

ofperceived importance. These results are used to drive relevant goal setting in conjunction with the Sustainable Development Goals

(SDGs). Our reporting at Stolt Tankers was prepared with reference to the Sustainability Accounting Standards Board (SASB) topics

formarine transportation and at Stolt Tank Containers we reference topics from the SASB air freight and logistics standard.

Materiality Assessment

Importance to stakeholders

678 9

Environmental

Key

Social/human Governance

Impact on business

2 3

38 Stolt-Nielsen Limited | Annual Report 2023

Stolt Sea Farm

Material Topics

Topic

Number

Environmental impacts 1

Energy use and efficiency 2

Use of natural and limited resources 3

Chemicals of concern 4

Nature and biodiversity 5

Land use and landscape impact 6

Animal welfare 7

Antibiotics use and resistance 8

People practices in the workplace 9

Human rights 10

Community impacts 11

Unethical practices 12

Traceability to origin 13

Food safety and consumer health 14

Product innovation and development 15

Responsible marketing and labelling 16

Stolt Tank Containers

Material Topics

Topic

Number

Employee safety and employee stop-work rule 1

Chemical leak/fire in transit or explosion at a depot 2

Depots: wastewater release/other waste

containment loss 3

Reduction in GHG footprint (primarily through Scope 3

reduction) 4

Waste: management of five Rs: refuse, reduce, reuse,

repurpose, recycle 5

Employee wellbeing and work-life balance 6

Working conditions for employees in offices

and depots 7

Human rights, child labour and modern slavery 8

Employee rewards and recognition 9

Talent development, training and career planning 10

Compliance with local regulations for operation

ofalldepots 11

Viable business continuity plan 12

Cyber security, data security and privacy laws 13

Develop and deliver solid ESG strategies and results 14

Accurate and transparent reporting of financials

andmetrics 15

Impact on business

Materiality Assessment

Importance to stakeholders

5678 9

Environmental

Key

Social/human

Governance

1 2345678 9 10 11 12 13 14 15 16

SSF Operations Influence

Stakeholders Priority

Materiality Assessment

Environmental

Key

Social/human

Governance/Products

39Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Indicator Stolt Tankers

Stolthaven Terminals Stolt Tank Containers Indicator Stolt Sea Farm

Total Recordable

Case Frequency

(TRCF)

0.70

(2022: 0.68

)

0.82

(2022: 1.05

3,5

)

1.24

3,4

(2022: 2.40

,3,6

)

Average number

of occupational

safety incidents

per 100 workers

4.3

(2022: 5.3)

Lost Time Injury

Frequency (LTIF)

0.45

(2022: 0.38

)

0.48

(2022: 0.42

3,5

)

0.31

3,4

(2022: 0.80

,3,6

)

Average number

of occupational

safety incidents

per 100 workers

inthe aquaculture

industry

5.1

(2022: 5.4)

Serious Incidents

(2022: 1)

(2022: 3

)

(2022: 1

)

Serious Incidents

(2022: 0)

Performance key

Increase from prior year Decrease from prior year No change from prior year

1. Excludes barging.

2. Per 1,000,000 hours’ exposure.

3. Per 200,000 hours’ exposure.

4. New baseline established to include all contractors and their workable hours.

5. Restated due to inclusion of all incidents at our terminals involving contractors.

6. Restated in line with new baseline to include all contractors and their workable hours.

7. Stolthaven Terminals and Stolt Tank Containers both reported the same serious incident for 2022. This was a single event caused by a leak at a plant next to our terminal

anddepot in Moerdijk, the Netherlands. The incident directly affected five of our employees.

Health and Safety

Sustainability continued

Our ability to grow sustainably and deliver the high-quality, flexible products and services

thatour customers expect depends upon the safety of our operations. Our safetyculture is

driven from the top, where our management teams empower employees to actif they feel that

any working conditions are unsafe. The Board of Directors ensures that robustgovernance is

inplace and sufficient resources are available to assure that processes, specialist training and

reporting systems are readily available to help improve safety performance. TheBoard receives

quarterly safety performance reports to regularly monitor safety performance.

40 Stolt-Nielsen Limited | Annual Report 2023

Keeping people safe

Everyone at Stolt-Nielsen has a role to play in keeping

themselves and each other safe. Ensuring our people work

safely and return home well to their families is our number

onepriority. Theprocesses and policies we have in place

areone part of our approach, and we are also improving

ourinsights and the tools we provide our people so that they

can contribute to our safety culture every day.

At a group level, we ensure that we are:

 Meeting or exceeding the latest industry standards

 Measuring the number of incidents and near misses

 Monitoring and reporting in line with established procedures

and compliance requirements

 Tracking and delivering training as scheduled

At the same time, our culture emphasises personal

responsibility to mitigate risks, protect colleagues and drive

continuous improvement across all processes and operations.

As part of our focus on simplification, we continued

embedding the new digital tools we introduced in 2022.

Theseare streamlining existing processes and enabling

amore data-led approach.

Each of our businesses has robust governance and training

programmes tailored to its specific risks. Our three logistics

businesses continued to work together to share their

expertise. During monthly meetings they discuss lessons

learned and best practices that can help everyone improve

their safety performance. During these sessions 11 key areas

including policies and standards, emergency management and

business continuity were identified where we can collaborate

to strengthen our performance.

Our safety performance

During the year, Total Recordable Case Frequency (TRCF)

fellat Stolthaven Terminals while Stolt Tankers’ already low

TRCF was stable. Lost Time Injury Frequency (LTIF) slightly

increased at both Stolt Tankers and Stolthaven Terminals.

Stolt Tank Containers established new safety baselines during

the year to include all contractors and their related working

hours. There were six serious incidents recorded during the

year (2022: 5). Serious incidents are defined as those having

a‘high severity’ according to the company’s incident severity

matrix. The last fatality of an employee or contractor

wasin 2018.

Safety in our hands

Our Stop Work Authority programme has been in place since

2014. It empowers everyone at Stolt-Nielsen to intervene and

halt any work that appears unsafe. Onshore and seafaring

staff receive training on using this authority. They also receive

a handy card (available in 18 languages) reminding them

ofthe processes for acting and raising concerns.

41Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Sustainability continued

Stolt Tankers

1. Per 1,000,000 hours’ exposure.

Total Recordable Case

Frequency (TRCF)

Lost Time Injury

Frequency (LTIF)

2023

0.70

0.68

0.82

20222021

2023

0.45

0.38

0.47

20222021

Safety performance

During the first 11 months of 2023 both TRCF and LTIF fell

atStolt Tankers. Regrettably, we saw a rise in finger injuries

during the year which meant we ended the year with slight

increases in both TRCF and LTIF. We plan to mitigate this

increase with a series of focused campaigns. Following

acollision of one of our ships with a smaller fishing boat,

weredoubled our efforts in safe navigation. We launched

aprogramme to retrain the crew of all our ships to help them

to identify potential risks and to improve behaviour in

navigational safety. In 2023 78% (2022: 82%) of our ships,

excluding those in joint ventures, were accident-free and 87%

(2022: 85%) were injury-free.

A strong safety culture, underpinned by

robustprocesses

Slashed Zero has been the foundation of our safety

programmes since its launch in 2018 and each year we

explore ways to enhance it. During 2023, we focused on two

areas of employee wellbeing: mental health and respect in the

workplace. We also expanded our Slashed Zero programme

toinclude care for our planet as well as for people – effectively

turning Slashed Zero green! We are using the lessons learned

through our behavioural change programmes on personal

safety to reduce our impact on the planet. This was the logical

next step in achieving our sustainability ambitions.

Stolt Tankers holds an annual Team of the Year competition

toincrease health and safety awareness and raise standards.

Our fleet is judged on criteria that cover safety, port state and

customer inspections, audit results, off-hire, claims and cost

efficiency. In 2023, Stolt Sagaland was named Team of the

Year. Learn more about the competition at stolt-nielsen.com/

our-businesses/stolt-tankers/team-of-the-year/

Enhanced health and safety training

We continue to train our crew using 360 Movies. This online

platform allows people to learn at their own pace, in their

preferred style, with content tailored to individual roles and

working environments. The real-time training scenarios also

allow for immediate feedback, so staff can make corrections

as they learn. We also launched a new training programme,

designed to upskill our superintendents in two critical areas:

salvage handling and behaviour-based safety.

During 2022, our people told us that one key reason for

accidents was perceived commercial pressure. To counteract

this, in 2023 we challenged our seafarers to rethink how they

reacted to, and handled, this pressure. We produced a movie

together with some of our ships and commercial team, which

allowed them to work together to create solutions to some of

the everyday challenges they face. The process of co-writing

the movie script allowed our team to be more open and

transparent about these pressures and their causes. In the

coming year we plan to hold two seminars for managers on

successfully managing commercial pressures.

When we took a closer look at the type of injuries suffered

byour people, many were minor injuries to hands and fingers.

To combat this, we designed a new campaign to reduce these,

highlighting the correct safety measures to have in place

whencompleting work that poses a risk of this type of injury.

Awards

This year, 60 of our ships that called at US ports received

Jones F Devlin Awards for safety from the Chamber of

Shipping of America.

42 Stolt-Nielsen Limited | Annual Report 2023

during 2024. Our focus on automation and technology helps

toreduce the risk ofinjury to employees as they do not have to

work as close to operations and safety barriers are automated.

Inclusive safety training

From e-learnings and classroom lessons to on-the-job training,

we focus on everyone understanding the importance of

working safely. We launched a new behaviour-based safety

campaign consisting of various training materials that could

be tailored by individual terminals to address their local

challenges. We also held regular cross-terminal training

sessions in the US so that teams based in Houston and New

Orleans could share their experiences and together develop

solutions. In 2023, each terminal held a safety day for staff

and vendors. Dedicating a specific day to safety across the

whole organisation helps focus everyone’s minds on safety.

These popular events combine interactive experiences,

contests and opportunities for everyone to learn more about

safety processes and technologies and provide site managers

with insights into overcoming common barriers to workplace

safety. They are also a chance to recognise those who go

theextra mile to make our workplaces safe. The global event

is bolstered by local tailored events. At Dagenham, UK, a

specialist police team trained our people on ‘Action Counters

Terrorism’ and in Moerdijk, the Netherlands, we hosted

amulti-day emergency response exercise to aid the local

emergency services in their training efforts.

Rewarding safety excellence

Our team in Houston, US, received a Safety Excellence Award

from the International Liquid Terminals Association (ILTA)

forthe second year in a row. Santos, Brazil, received the Dow

GOL Award 2023, and Singapore was awarded the Dow S4TAR

Logistics Best Service Provider for terminals for the third

successive year. We maintained our silver EcoVadis rating,

increasing our overall score. This was mainly driven by

improvements in labour and human rights.

Stolthaven Terminals

1. Per 200,000 hours’ exposure.

2. Restated due to inclusion of all incidents at our terminals involving contractors.

Total Recordable Case

Frequency (TRCF)

Lost Time Injury

Frequency (LTIF)

2023

0.82

1.05

0.80

20222021

2023

0.48

0.42

0.54

20222021

Positive trends continue

During 2023, Lost Time Injury Frequency (LTIF) increased

slightly and Total Recordable Case Frequency (TRCF) fell.

Ourteam focused on training, raising awareness and improving

safety management processes. During the year, several sites

achieved new records for the number of days without lost time

injuries (LTI) and, at Houston, US, we marked six years without

a single LTI. There were no serious incidents during the year.

Recording and recognition make a positive difference

Stolthaven Terminals manages safety events via ecoPortal,

adigital safety management system. Trends can be identified

and acted on quickly – driving a key element of our continuous

efforts to achieve safety excellence. We share lessons learned

with all terminals to increase awareness. Because it provides

aglobal overview, ecoPortal helps us focus onareas that require

more training. During 2024 we will explore how wecan expand

our use of ecoPortal to other safety management processes.

In 2023, we also continued to develop our global safety and

operations standards. New standards for truck operations,

drumming operations and change management were

developed and communicated across the business.

We are a signatory of the Tank Storage Association (TSA)

Charter, which ensures we maintain our leadership in major

hazard best practices. We focus on making safety everyone’s

responsibility. Our annual employee engagement survey

onsafety attitudes helps us design initiatives that improve

employee welfare, communication andparticipation.

Weintroduced ‘Bonusly’ in Houston and New Orleans, US,

whichrewards employees for demonstrating safety-positive

behaviours. Employees earn points that can be

exchangedforrewards ranging from gift cards to meals out.

Reducing risk through technology

We continued to develop Connected Worker, our programme

to digitalise processes, expanding its trial to our terminals

inSantos, Brazil and Singapore. We plan to roll it out further

43Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Stolt Tank Containers

1. Per 200,000 hours’ exposure.

2. Restated in line with new baseline to include all contractors and their workable hours.

Total Recordable Case

Frequency (TRCF)

Lost Time Injury

Frequency (LTIF)

Sustainability continued

Health and safety training for all

STC continued to use its global safety management system

toplan and monitor training, with 100% of staff completing

their statutory and STC-required sessions on inhibited cargo

handling during the year.

All depot employees received monthly training in topics such

as the safe handling of dangerous goods, working at heights,

working in confined spaces and reducing risk during

operations. We also introduced new training modules on

thesafe handling of inhibited products and sustainability.

Weupdated and standardised onboarding for new employees,

aligning this with the International Maritime Dangerous Goods

(IMDG) guidelines. Dangerous goods awareness and training

on the safe handling of inhibited products is now mandatory

for all new employees.

This year, we continued the pilot of our behaviour-based

safetyprogramme at our depot in Moerdijk, the Netherlands.

All operational staff received mentoring to identify

improvement areas, set individual safety goals and monitor

progress. We plan to roll this out further during 2024.

Going for gold

During the year we retained our certifications for ISO 9001

quality and ISO 22000 food safety for our global offices and

our ISO 9001 quality, ISO 14001 environment and ISO 45001

occupational safety and health administration certifications

for our operations in Shanghai, China. We also received two

new certifications: ISO 45001 occupational safety and health

administration for our depot in Singapore and ISO 9001

qualityfor our offices in China.

We are delighted to report that in January 2024, we received

agold EcoVadis rating, increasing our score to 74 and placing

us inthe top 5% of companies within our industry. We

improved our scores by 10 points in every category. Ofnote

was the 20-point increase in our labour and human rights

score, whichincludes elements of health and safety.

Improving performance

Stolt Tank Containers calculated a new baseline for TRCF

andLTIF at its depots this year to include all contractors

andtheir workable hours. TRCF was 1.24 and LTIF was 0.31,

with 21 of our depots reporting zero lost time incidents (LTI).

We achieved amilestone at our Zhangjiagang depot, achieving

2,500 days without a LTI. Our depots in Kaohsiung, Taiwan

and Zhangjiagang and Tianjin, China have not recorded

asingle LTIsince 2014.

For 2023 our safety approach focused on accurately

assessing the risks related to safety and acting accordingly.

We introduced a set of new process safety indicators including

recording the validity of valid/recent safety data sheets,

inhibitor effectiveness information, and incidents where tanks

have been incorrectly loaded. We update the STC leadership

team on safety matters weekly so that actions to mitigate

risks can be quickly agreed and to closely monitor our

progress. We plan to expand our key performance indicators

during 2024 as well as continuing to develop our behaviour-

based safety culture.

Behaviour-based safety culture

Following feedback from our annual employee engagement

survey, we increased communication across the organisation

on safety issues. This included more regular global town halls

from leadership, and management briefings that feature safety

topics. Both received positive feedback. These efforts

improved collaboration across our global team and inspired

people to develop local action plans for identifying and

mitigating near misses. In 2023, we also created a clearer

management structure for our owned and joint venture depots

and started the process to renew our global safety standards.

In 2024, we will further strengthen our global safety awareness

programme and safety management system with a focus

onprocess safety and safe working conditions.

2022 2023

0.31

0.80

1.24

2.40

2022 2023

44 Stolt-Nielsen Limited | Annual Report 2023

Stolt Sea Farm

Average number of occupational safety

incidentsper 100workers

2023

5.1

4.3

5.4

5.3

2.9

6.9

20222021

SSF's performance

Industry average

Safety performance

Stolt Sea Farm’s operations are significantly different from our

logistics businesses, so we use different safety benchmarks.

We measure safety performance using the index for incidents

in the fisheries and aquaculture sector from Spain’s Ministry

ofLabour and Social Economy. This calculates the average

number of occupational safety incidents per 100 workers.

Wewere pleased to see a significant reduction in recorded

incidents to4.3 in 2023 (2022: 5.3), well below the aquaculture

industry average of 5.1 (2022: 5.4).

At the beginning of each year, we conduct external audits

ofatleast three farms to assess changes to our health and

safety risks. During 2023, we audited four farms, including

thecompletion of a tailored safety audit for our fish processing

plant. This helps us to mitigate any risks and helps toensure

safer working conditions for our employees.

To reduce our accident rate further, at our site with the highest

rate of incidents we have implemented a health and safety

improvement plan (ENTRASS). Early indications are very

positive, and we have seen a 50% reduction in accidents

sinceimplementing it nine months ago. This is notable as both

employee numbers and total hours worked have increased

since 2022. The ENTRASS plan was developed in collaboration

with frontline workers who suggested 29 improvement

actions, all of which have beenimplemented. We also invited

aphysiotherapist to assess workers at our fish processing

plant and make recommendations for promoting healthy

working practices when working in this area of our farm.

Improving culture and processes

Throughout 2023, we continued to meet regularly with

employee representatives to discuss health and safety

matters, review accidents and audit results, and agree

improvement actions. These meetings also give employees

anopportunity to contribute ideas for ways to drive

continuous improvement.

Our health and safety team plays a key role in developing new

facilities and designing and commissioning new equipment.

This ensures we work safely and comply with legal

requirements. We started a project at three of our facilities

toimprove safety during the use, maintenance, cleaning and

repair of our more complicated equipment and plan to roll

thisout across all facilities by 2025. Work to improve safety

conditions in the safe handling of products used to clean

andsanitise our facilities continued. New employees are

provided with free health screenings, andthese are offered

annually. We also installed 18 new fume hoods across

allourR&D facilities.

We updated our emergency plans during the year and

conducted emergency training sessions on how to respond

toincidents such as a fire or chemical spill and how to

administer first aid. These classroom training sessions were

supported by onsite emergency drills.

Security staff at our facilities often work independently, so

weprovide each of them with a personal security device that

connects directly to the local emergency services. The devices

can also detect falls or if an employee is immobilised due

tofainting or an accident.

Focused training for employees

All new employees receive training in occupational health

andsafety, occupational hazards, hazard identification and

accident prevention, and we improved our onboarding process

during the year to ensure that relevant safety training takes

place within days of new employees joining us.

We also updated our practical and theoretical training

programme for those employees responsible for operating our

forklift trucks, overhead cranes and people-lifting platforms.

45Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Environment

Indicator Stolt Tankers Stolthaven Terminals

Stolt Tank Containers

2,3

GHG Emissions Scope 1

4.9%

2023: 1,607,205 MT

2022: 1,531,884 MT

21.0%

2023: 30,541 MT

2022: 38,649 MT

12.9%

2023: 7,018 MT

2022: 8,054 MT

GHG Emissions Scope 2

3.6%

2023: 242,326 MT

2022: 233,892 MT

22.0%

2023: 10,321 MT

2022: 13,228 MT

32.7%

2023: 1,446 MT

2022: 2,150 MT

GHG Emissions Scope 3

3.2%

2023: 25,822 MT

2022: 25,011 MT

–

13.2%

2023: 312,180 MT

2022: 275,708 MT

GHG Emission Intensity (AER)

1.7%

2023: 10.73

2022: 10.91

–

Sulphur Oxide Emissions

7.4%

2023: 2,078 MT

2022: 1,934 MT

–

16.7%

2023: 1,370 MT

2022: 1,174 MT

Nitrogen Oxide Emissions

3.6%

2023: 46,244 MT

2022: 44,647 MT

–

15.1%

2023: 4,408 MT

2022: 3,830 MT

Performance key

Increase from prior year Decrease from prior year

1. Includes wholly owned terminals only.

2. Includes wholly owned depots only.

3. Data is calculated using EcoTansIT data measurement tools, which follow the international accepted GLEC framework, ISO 14083 & EN16258 emission calculation standards.

4. Including Scope 1 GHG emissions from Stolt Tankers’ ships that are part of E&S Tankers’ fleet,. The total number of ships included in the calculation increased from 103 ships

in 2022 to 108 ships in 2023.

5. Includes emissions as defined in categories 3, 4, 6, 7 and 9 of the GHG Protocol.

6. Includes emissions from transporting tank containers by sea, road, river and rail covering Scope 3 category 9 of downstream transportation and distribution as defined

bytheGHG Protocol.

7. Stolt Tankers uses the Annual Efficiency Ratio (AER) to measure the intensity of its carbon emissions. This measures carbon emissions relative to a ship’s capacity

anddistance travelled.

Stolt-Nielsen iscommitted to minimising the impact our operations have on the environment.

We also understand that our customers, business partners, employees and the communities

inwhich weoperate expect us to demonstrate our commitment to protecting our planet.

We have several environmental ambitions across our operations, and we have defined these

inline with our three priority UN Sustainable Development Goals (SDGs) – Climate Action,

LifeBelow Water and Responsible Consumption and Production. Together, they guide

ourefforts and progress towards achieving our environmental ambitions.

Sustainability continued

46 Stolt-Nielsen Limited | Annual Report 2023

Global goals, local impact

Stolt-Nielsen has developed strong governance frameworks,

processes and standards that align with several UN SDGs and

support our ambition to reduce the impact of our operations

on the environment. We continually review our approach

based on changing regulations and actively engage with

regulatory bodies and industry experts to incorporate evolving

best practices. Each of our logistics businesses measures

progress towards their sustainability ambitions using the

Greenhouse Gas Protocol, which sets global standardised

frameworks to measure and manage GHG emissions.

In 2023, we continued to focus on establishing baselines and

improving the collection of our environmental data to expand

our benchmarking and reporting capabilities – for example,

tomeet the upcoming European Union reporting requirements

for Scope 3 emissions and the Corporate Sustainability

Reporting Directive (CSRD).

Our support for the wider communities in which we operate

includes several environmental projects and initiatives.

Youcan read more about these projects on page 58.

Emergency preparation and training

To ensure our teams are fully equipped and prepared to

manage potential incidents that may harm the environment,

we regularly test and update business contingency and

emergency response plans for all our sites and across

our fleet.

For land-based facilities located in areas that are vulnerable

toextreme weather events such as flooding or hurricanes,

wehave developed contingency plans to minimise the impact

on our facilities and ensure that operations can return to

normal quickly and safely. We regularly test these plans,

including conducting drills in partnership with customers,

localemergency response teams, and local authorities.

Thesedrills allow our teams to share lessons learned across

different locations, refine their plans, and develop strong

working relationships with stakeholders.

In addition, our facilities and ships use robust management

systems to report all incidents that have the potential to

impact the environment. We classify a spill as significant

ifitinvolves a release of materials that poses a major health

and safety risk to people or damages the environment.

Therewere no significant spills in 2023.

47Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Stolt Tankers

For 2023, two of the UN’s Sustainable Development Goals

(SDGs) remained central to Stolt Tankers’ sustainability

programmes: Climate Action and Life Below Water. These

are the areas where we can have the greatest impact.

Stolt Tankers has also joined the Science Based Targets

initiative (SBTi), confirming our commitment to develop

science-based targets to help achieve net zero in the

maritime sector.

Stolt Tankers has a dedicated sustainability team that ensures

environmental considerations are integrated into business

processes and that we actively contribute to industry

discussions and sustainability regulations and innovations.

Wehave specific working groups for several regulations –

including the CSRD, the Energy Efficiency Index for Existing

Ships (EEXI), the Carbon Intensity Index (CII), and Europe’s Fit

for 55 package. These groups ensure that we are taking the

right steps for our fleet to be compliant with all relevant

environmental regulations.

Stolt Tankers’ efforts received positive recognition during the

year. We hold a gold EcoVadis rating, which places us in the

percentile. We also improved our Carbon Disclosure

Project (CDP) rating, receiving a B-. Fourteen of our ships were

awarded the CSA Certificate of Environmental Achievement

and 42 of our ships that called at US ports during the past

three years became eligible for the US Coast Guard’s

QUALSHIP 21 certification, with three ships receiving

additional E-Zero recognition for meeting specific

Annual Efficiency Ratio (AER)

Gram CO

emitted per deadweight tonne of capacity

anddistance travelled

2023

11.80

11.44

11.06

10.91

10.73

2022

2021

20202019

Sustainability ambitions

Reduce carbon intensity by 50% (relative to 2008

levels) by 2030

Have the equivalent of one carbon-neutral ship

by 2030

Run a carbon-neutral business by 2050

environmental compliance standards. Ninety-six of our ships

also received environmental excellence awards from the

Chamber of Shipping of America.

Within Stolt-Nielsen, Stolt Tankers’ operations emit by far

thelargest amount of greenhouse gases. We are focused

onachieving our ambition to reduce our emissions by 50%

by2030 (relative to 2008 levels). The key indicator used for

measuring our progress is the Annual Efficiency Ratio (AER),

in2008 our baseline AER was 15.68. The AER calculates

carbon intensity across the fleet in line with International

Maritime Organization (IMO) and shipping industry reporting.

The strong tanker market required our ships to increase speed

and consume more fuel, and ships being rerouted away from

the Panama and Suez canals increased sailing times,

therefore, our Scope 1 emissions for 2023 increased by 4.92%.

However, AER decreased to 10.73, compared with 10.91 in

2022. 100% of our fleet’s voyages were verified by the world’s

leading maritime classification society, DNV, via their online

Veracity platform.

Innovation drives emissions reduction

In addition to our established processes for measuring

Scope1 and Scope 2 emissions across the fleet and Scope 2

emissions for our four largest offices in Houston, the US,

Singapore, Rotterdam, the Netherlands and Manila, the

Philippines. We expanded our capabilities for measuring

carbon emissions using the Sea Cargo Charter framework

tohelp customers better understand the sustainability of their

supply chains.

We continued our efforts to reduce Scope 1 emissions through

the deployment of innovative energy-efficient technologies,

sustainable fuels and optimising voyages. For example,

during2023 we used more than 8,500 tonnes of waste-based

biodiesel on ships traveling between Europe and the US,

lowering CO

emissions on these voyages by 25,500 tonnes.

1. Includes Stolt Tankers’ ships that are part of the E&S Tankers fleet.

Sustainability continued

48 Stolt-Nielsen Limited | Annual Report 2023

We also became the first chemical tanker operator to apply

agraphene-based marine coating to our propellers and hulls

toreduce marine growth on our ships, improve propulsion and

fuel efficiency and reduce ship-related noise disturbance for

marine wildlife. Twenty-five of our ships have now received the

propeller coating, and the hull of one ship has been coated,

with plans to coat 24 more propellers during 2024. In Houston,

US, three barges were used to offload cargo while ships were

at anchor, reducing the average duration ships stay in port by

three days and fuel consumption, including the barges, in port

by an average 1.7%.

In November 2023, we reached an agreement with Wuhu

Shipyard to build six 38,000 deadweight tonne stainless steel

parcel tankers. These are designed to maximise fuel efficiency

using modern engine design, hull form optimisation, a wide

range of energy savings devices, and shore power connection,

with the additional benefit that they can also be converted for

future methanol propulsion.

This year we were also awarded the International Energy

Management System Standard ISO 50001 which is designed

to improve quality and environmental management. This

globally recognised certification is a voluntary standard that

isawarded when a company shows that it has an effective

energy management system in place. It is aimed at

businesses who have committed to making better use

ofenergy-intensive assets by improving their energy

performance. This isn’t restricted to reducing fuel

consumption – it’s about using energy in the most efficient

way so that we use less resources to achieve the same result.

Protecting marine biodiversity

We understand our responsibility to protect the biodiversity

ofthe wider marine ecosystem and Stolt Tankers complies

with Ballast Water Convention D-2 requirements, which dictate

the maximum levels of viable organisms allowed to be

discharged into the ocean.

In 2023, we installed a microplastics filter on the Stolt

Sagaland to remove microplastics present in the ballast water,

leaving water returned to the ocean cleaner than when it was

extracted. The filter collects particles between 800 micron

(mesh size) and five millimetres, and we are looking to expand

the trial in 2024. We also plan to include similar installations

on our engine cooling water systems. We continued to work

with Stolthaven Terminals in Houston, US, treating wastewater

shoreside. 11,046 m

of tank wash water was voluntarily

directed to our onsite wastewater treatment plant, rather than

being disposed of at sea, and initial layby tank cleaning saved

413 tonnes of fuel (compared with 11,899m

and 246 tonnes

in 2022).

In 2023, Stolt Tankers and its partners NYK Line, Tufton, and

Farvatn Capital donated a total of $100,000 to two non-profit

organisations. Coastruction designs, produces and installs

3D-printed artificial ocean reefs to support the regeneration

ofdamaged reef systems, and One Tree Planted focuses

onreforestation, carbon absorption and environmental impact

projects. We also established the Jacob Stolt-Nielsen

Mangrove Forest, dedicated to the memory of our founder,

inGuimaras, the Philippines. Our local team has planted

12,000 mangrove saplings, which act as a natural barrier

against coastal erosion, storms and tsunamis and are

effective at removing CO

from the atmosphere.

Waste management

All waste from ships – including hazardous waste – is disposed

of in line with the International Convention for the Prevention

of Pollution from Ships (MARPOL). During 2023, waste to

landfill from Stolt Tankers’ shipping operations was 4,367m

(2022: 5,968m

), and we are working on eliminating single-use

plastic water bottles onboard by improving potable water

facilities on our ships.

Stolt Tankers and its preferred recycling yards operate

inaccordance with the IMO 2009 Hong Kong Convention

fortheSafe and Environmentally Sound Recycling of Ships.

Stolt Tankers has a Director on the ITOPF Board, an

organisation that specialises in preparedness for, and

response to, accidental marine spills. We are also a founding

member ofthe Ship Recycling Transparency Initiative:

shiprecyclingtransparency.org, an online platform reporting

ship recycling practices against a set of predefined criteria.

When our ships arrive for recycling, they hold an inventory

ofhazardous materials, and an accredited auditor verifies

thateach ship has been properly prepared before issuing

aCertificate Ready to Recycle. Weekly reports track the entire

recycling process, including all required environmental permits

and waste management. No ships were sold for recycling

in2023.

To learn more about sustainability at Stolt Tankers,

pleasevisit: stolt-nielsen.com/our-businesses/stolt-

tankers/sustainability

49Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Stolthaven Terminals

Stolthaven Terminals is committed to reducing our

environmental footprint across all our operations and creating

a sustainable organisation with the ambition to make our

primary activities carbon neutral by 2040. During 2023,

wecompleted a gap analysis as part of our preparation to

seek full validation of the GHG Protocol in 2024. Our global

sustainability team includes at least one lead responsible

fordriving and measuring initiatives at each of our wholly

owned terminals.

During 2023, we expanded our wastewater treatment

operations in the US, and our Singapore terminal repurposed

adecommissioned ISO tank to collect and store rainwater

foruse onsite. Six of our terminals purchase their electricity

from renewable sources. Stolthaven Terminals maintained

ourEcoVadis silver rating for our wholly owned terminals,

improving our score by three points and ranking in the top

3%for sustainability performance in the warehousing and

storage industry. Our terminal in Dagenham, UK received

International Sustainability and Carbon Certification (ISCC)

and CAT-3 certification, confirming it safely and sustainably

stores and handles products containing animal by-products,

which are asource of biofuel. The same certifications were

obtained byour site in Moerdijk, the Netherlands, in 2022.

Investing in emissions reduction

Stolthaven Terminals’ carbon emissions are relatively low,

butwe continued our ongoing reduction initiatives in line

withour commitment to the Climate Action SDG, and our

decarbonisation strategy, which is focused on supporting

theenergy transition, investments in new technology and

supporting our terminals to develop their own decarbonisation

journeys. We continued our programme to install energy-

Sustainability ambition

Primary activities, including the storage and handling

ofproducts, to be carbon neutral by 2040

efficient LED lighting across all sites. Our terminal in New

Orleans, US redesigned a steam trap fitting to heat railcars

more efficiently, which has reduced the steam used per

railcarby approximately 75%. This in turn reduces the fuel

consumption of boilers, lowering emissions. At our terminal

inSantos, Brazil the installation of an economiser in the boiler

has increased the thermal efficiency of its steam generation

system and is expected to reduce the annual consumption

offuel by approximately 3% annually.

Some products stored at our terminals can emit vapours,

andwe use several techniques to prevent these from entering

the atmosphere, including vapour recovery systems,

scrubbers, flares, internal floating roofs and nitrogen blankets.

Our new tank designs feature higher design pressure, which

further reduces emissions as more vapour is retained in the

tank. During 2023, we completed the conversion of two flares

at our Houston, US, terminal into vapour combustor units

toreduce volatile organic compound (VOC) emissions.

At our terminal in New Orleans, US, the pressure/vacuum

reliefvalves and nitrogen regulators on 52 of 91 tanks were

removed, recalibrated, and recertified or replaced, and a

thermal oxidising unit is now being used for octane gas

freeing, exceeding the regulatory requirements to reduce

VOCsand flammability.

In addition to driving our own transition to greener energy,

Stolthaven Terminals is working with customers and the wider

storage industry to explore sustainable alternative energies.

In2023, we joined the Ammonia Energy Association (AEA),

aglobal non-profit industry association that promotes the

responsible use of ammonia as part of a sustainable energy

economy. We also signed a joint Memorandum of

Understanding in Australia to explore the commercial

feasibility of establishing a green methanol bunkering hub

atthe Port of Melbourne.

Caring for the local environment

All our terminals support their local communities and carefully

manage the impact of operations on their local environments.

Employees at our Singapore terminal spent a day collecting

litter and debris that had washed up on the shoreline, bagging

120 kg of rubbish. In New Orleans, US, employees joined

acoastal restoration event, gathering more than 12 tonnes

ofused oyster shells for a reef reconstruction project to help

preserve the local coastline.

To learn more about sustainability at Stolthaven Terminals

please visit: stolt-nielsen.com/our-businesses/stolthaven-

terminals/sustainability

Sustainability continued

50 Stolt-Nielsen Limited | Annual Report 2023

Stolt Tank Containers is committed to reducing greenhouse

gas emissions across our operations. This includes testing

and implementing new systems and more sustainable fuels

and modes of transport and working with customers and

external stakeholders on specific projects to help reduce

emissions. In 2023, our sustainability team progressed

itsMoving towards a Sustainable Future programme, which

focuses on three of the UN Sustainable Development Goals:

Climate Action, Clean Water and Sanitation, and Responsible

Consumption and Production.

In addition to the GHG Protocol, we use the Global Logistics

Emissions Council (GLEC) framework, the EN16258 European

standard for calculating and declaring energy consumption

and GHG emissions and the ISO 14083 framework for

quantifying and reporting our emissions.

The transport of products for our customers is by far the

largest contributor to our emissions. Stolt Tank Containers

measures the intensity of its Scope 3 emissions in terms

ofCO

e grams per tonne km (CO

e g/tkm). These are the

emissions generated by the combustion of fuel used to

powervehicles during transportation. In 2023, although overall

Scope 3 emissions increased, emission intensity fell slightly

from 9.1CO

e/tkm in 2022 to 9.0 CO

e/tkm as customers

moved to more sustainable transport options, while the overall

number of shipments increased.

Our focus on supporting customers to reduce their Scope 3

emissions while transporting products continued. Using

real-time calculations from EcoTansIT, we launched an option

Sustainability ambitions

50% renewable energy consumption at wholly owned

depots by 2030

40% reduction in our transportation partners’ carbon

footprint (relative to 2008 levels) by 2030

on our online ‘MySTC’ booking platform that gives customers

the ability to choose the mode of transport based on several

criteria including potential emissions.

We continued to improve our measuring and reporting

capabilities for energy, waste management, and Scope 1 and 2

emissions at our wholly owned depots (using BearingPoint’s

Emissions Calculator). Our emissions dashboard helps us

toidentify areas where we can further reduce our impact

onthe environment.

We are the only tank container operator that is a member

ofthe Clean Cargo Working Group, which is dedicated

toreducing the environmental impact of global goods

transportation and promoting responsible shipping. As such

we have used the Smart Freight Centre guidelines to develop

and include sustainability requirements in our ocean freight

and trucking tenders.

We constantly improve our maintenance and repair processes

to ensure tank containers can be used safely and sustainably

over many years. Unlike flexibags, which are discarded after

each shipment, the average lifespan of our tank containers

isaround 20 years and at the end of their lifecycle we recycle

more than 90% of the materials. In comparison, on average,

each flexibag adds the equivalent of 7,500 single-use plastic

carrier bags to landfill.

Creating a more sustainable future

For 2023 our primary focus for targeted Scope 1 and 2

emission-reduction initiatives was on incorporating greener

fuel sources at our wholly owned depots. Switching to biofuel

and renewable energy led to a 12.7% decrease in Scope 1

emissions. Adding solar panels and renewable energy sources

saw a 32.8% reduction in Scope 2 emissions. In January 2023,

our depot in Kaohsiung, Taiwan became the first to install

solar panels, followed by our depot in Mumbai, India in May

2023. This reduced average monthly emissions by 87.0%

inKaohsiung and 49.3% in Mumbai.

At our depots in Moerdijk, the Netherlands, and Houston, US,

we successfully recycled 44% of our wastewater. We also

installed a heat exchange system that uses the heat that is

produced for heating potable water to simultaneously heat

wastewater for cleaning operations. This helps reduce

emissions related to burning gas for heating. The water-

recycling trial in Moerdijk is expected to reduce the intake

ofmains water at the depot by around 21,000m

per year

anddecrease the discharge of wastewater into the public

sewer by around 70% per year. By cleaning and reusing manlid

gaskets we reduced the amount of plastic sent to landfill and

helped ensure compliance with forthcoming perfluorooctane

sulfonate (PFOS) legislation.

In 2023, Stolt-Nielsen’s new Supplier Code of Conduct was

introduced as a minimum requirement for our procurement

contracts. You can view the code here: stolt-nielsen.com/

investors/suppliers-code-of-conduct/

Stolt Tank Containers

51Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Sustainability continued

To learn more about sustainability at Stolt Tank Containers

please visit: stolttankcontainers.com/sustainability

A year of achievements

In 2023, all employees received training on sustainability and

STC’s ambitions and related initiatives to ensure that everyone

understands them and can continue to contribute to them

byfostering a sustainable culture.

To support improvements in the sustainability of our industry,

we shared our sustainability efforts with the International Tank

Container Organisation (ITCO). ITCO supports technological

and business development to aid quality, health, safety,

environment, and corporate responsibility improvements

inthetank container industry. We are also a member of the

European Chemical Transport Association (ECTA), which aims

to improve standards in efficiency, safety and quality and

reduce the environmental and social impact of the transport

and logistics of chemical goods in Europe.

STC achieved an EcoVadis gold rating for 2023, placing

usinthe top 5% of companies in the supply chain industry

foroverall sustainability performance. We retained our

ISO14001 Environmental Management Systems certificate

forour logistics company in Shanghai, China. Wealso received

a local energy-saving award from our local energy supplier

forreducing our winter energy usage by 25% inour office

in France.

52 Stolt-Nielsen Limited | Annual Report 2023

To learn more about sustainability at Stolt Sea Farm

pleasevisit: stoltseafarm.com/sustainability

At Stolt Sea Farm (SSF) sustainability is fundamental to our

strategy and operations. Our business strategy is underpinned

by a commitment to taking special care of the environment

and the communities in which we operate. We have identified

five UN Sustainable Development Goals (SDGs) to which we

can contribute most: Climate Action, Life Below Water,

Responsible Consumption and Production, Good Health and

Wellbeing, and Sustainable Cities and Communities.

In 2023, to support our ongoing efforts to achieve zero waste

to landfill by 2030, we established a baseline for measuring

environmental performance for our operations in Iceland. This

follows those we established for Norway in 2022 and France,

Spain and Portugal in 2021.

This year, we renewed Global GAP certifications for all

operations and renewed our internationally recognised

standard ISO 9001 for Quality Management Systems and

ISO14001 Environmental Management Systems certifications

for France, Spain, Portugal and Norway. We also renewed our

International Featured Standards and Specific Self-inspection

Systems food safety certifications at our processing plant

inLira, Spain.

Sustainability ambitions

Zero waste to landfill by 2030, focusing on recycling

andenergy recovery

Reduction of fish products in our ongrowing feed

(relative to 2019 levels) by 2030: 65% reduction for

sole and 50% reduction for turbot

Low-carbon food production

Our commitment to the Climate Action SDG drives us in

ourefforts to minimise emissions as much as possible across

our operations and supply chain. Seafood has one of the

lowest carbon footprints of all animal-based protein sources,

but we are not complacent and continually seek areas to

makefurther reductions. In 2023, we installed solar panels

atoursole farm in Tocha, Portugal. This follows previous

installations of panels at our farms in Cervo and Quilmas,

Spain. 100% of electricity used in our Iceland operations

is also certified renewable.

SSF currently measures total energy and fuel consumption,

and we closely monitor and manage the use ofthese

resources, as energy forms a large part of our operational

costs. During 2023 energy consumption at SSF’s operations

was 56,363 MWh, and energy consumption per kilogramme

offish produced was 6.95 kWh.

Fish welfare and responsible farming

SSF is committed to responsible farming and transparency

aspart of our wider commitment to the Responsible

Consumption and Production SDG. We closely manage and

monitor fish welfare, submitting our production processes

torigorous external and internal controls. This year, we set

upa dedicated fish welfare team to drive our progress and

ensure continued compliance in this area.

Several of our farms are located on conservation areas or

innatural reserves, demonstrating the rigorous attention we

pay to ensuring our business operations are environmentally

sound. Our Lira farm in Spain sources water from the Os

Miñarzos marine reserve, which is used in our turbot farm

before being returned to the ocean.

In 2023, we continued to support local fishing associations

todevelop a shared understanding of how we must use

thesame resources responsibly and support each other’s

activities. We also sponsored the annual Catraia community

event in Tocha, Portugal – where one of our farms is located

– which aims to increase environmental awareness, and

ahealthy lifestyle.

Our wide-ranging efforts were recognised by the Official

College of Biologists in Galicia, Spain (COBGA), which named

us Company of the Year for our investment in biological

research and development and our commitment to

sustainable production processes and animal welfare.

Stolt Sea Farm

53Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Indicator Group Stolt Tankers

Stolthaven

Terminals

Stolt Tank

Containers Stolt Sea Farm Corporate

Number

of People

Employed

6,849

(2022: 6,775

)

4,688

(2022: 4,647)

538

(2022: 540)

742

(2022: 739)

467

(2022: 443

)

414

(2022: 406)

Voluntary

Employee

Turnover

4.1%

(2022: 5.6%)

2.2%

(2022: 2.9%)

9.5%

(2022: 14.4%)

10.3%

(2022: 11.5%)

1.0%

(2022: 1.0%)

12.1%

(2022: 19.8%)

Sustainable

Engagement

Score

86%

(2022: 87%)

87%

(2022: 84%

)

89%

(2022: 87%)

89%

(2022: 88%)

77%

(2022: N/A)

90%

(2022: 88%)

Employees

by Gender

66.3%

Male

(2022: 67.9%)

67.1%

Male

(2022: 67.9%)

85.9%

Male

(2022: 86.8%)

62.7%

Male

(2022: 64.0%)

70.0%

Male

(2022: 75.5%)

42.0%

Male

(2022: 42.2%)

33.7%

Female

(2022: 32.1%)

32.9%

Female

(2022: 32.1%)

14.1%

Female

(2022: 13.2%)

37.3%

Female

(2022: 36.0%)

30.0%

Female

(2022: 24.5%)

58.0%

Female

(2022: 57.8%)

Speak Up

Reports

(2022: 41)

(2022: 6)

(2022: 11)

(2022: 7)

(2022: 0)

(2022: 16)

Performance key

Increase from prior year Decrease from prior year No change from prior year

1. Restated to reflect a small correction to the Stolt Sea Farm data.

2. Excluding seafarers.

3. Excluding seafarers. Shipping is a very male-dominated industry with limited female entrants. 0.6% of our seafarer population are female.

4. Function/division not specified for three Speak Up reports in 2023 and one in 2022.

People

Our people drive the success of our company and deliver Stolt-Nielsen’s world-leading services

and products across our fourdivisions. Every one of our employees – which number almost

7,000 – plays an important roleinhelping us achieve our purpose, lead in our markets, realise

new opportunities and perform at our best, every day.

Sustainability continued

54 Stolt-Nielsen Limited | Annual Report 2023

A great place to work and grow

We pride ourselves on being a great place to work. Our

ambition is to be an employer of choice in our industries, with

competitive benefits and fair remuneration and a supportive

and respectful culture.

Stolt-Nielsen (SNL) compensates employees through salaries

and incentive plans comprising cash rewards and benefits.

InFebruary 2023, our profit-sharing and performance incentive

plans made payments of $32.2 million.

Ongoing employee engagement is central to our success.

In2023, we completed our global annual employee

engagement survey to measure engagement levels across

ourorganisation. This gives us important insights into how

ouremployees are feeling and what issues are important

tothem. This year, we were pleased to see that the sustainable

engagement score for our three logistics businesses and

corporate functions increased. Colleagues at Stolt Sea Farm

completed the survey for the first time, resulting in a lower

score which is a trend often seen for organisations during

theinitial year. The overall engagement score for the company

was steady at 86% (2022: 87%). Our voluntary turnover remains

lower than comparable industry average benchmarks at

4.1%(2022: 5.6%).

To help strengthen relationships with managers and ensure

people feel their successes are recognised, we aim to

makeperformance conversations positive and collaborative

experiences with 360-degree feedback. In 2023, 100% of

thoseeligible received a performance review.

After a successful trial period and positive feedback from

employees, in October 2023 our work-from-home policy

became permanent, giving office-based employees the

opportunity to work from home two days a week.

Supporting our people through change

In September 2023, our new Chief Executive Officer, Udo

Lange, joined the company and we helped our people manage

this change via a planned programme of communications

andin-person introductions. This included virtual and

in-person town halls and Q&A sessions; a dedicated intranet

page for CEO updates; a four-week Big Listen campaign

togain employees’ insights on the company’s approach to

managing people, customers and strategic objectives; and

meet-and-greets hosted by Udo with employees in the UK,

theNetherlands, Spain, Singapore, the Philippines, South

Korea, China, and the US.

Developing our people and our future leaders

Attracting top talent is becoming increasingly competitive

andin 2023, our people strategy focused on positioning

Stolt-Nielsen as an employer of choice in our industries.

In 2023, we launched a leadership academy with training

tosupport and develop current and future leaders to manage

people effectively and empower them to deliver the Company’s

strategic objectives. And we continued to digitalise our

processes, including updating our online employee portal

toprovide all employees with a more user-friendly platform

from which to access learning tools and resources to help

them work more efficiently and reach their full potential.

Webelieve that our direct line managers have an essential

roleto play indelivering quality and excellence to our

customers. Toensure line managers can keep their teams

up-to-date onthe company’s progress, we launched

acompany-wide, weekly Managers’ Briefing that provides

usefulinformation and learning opportunities.

We also conducted our annual talent review which reviews

theskills and performance of employees to ensure our talent

is aligned with our business strategy.

55Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Sustainability continued

The Stolt Way

The Stolt Way reflects the principles we have been

committed to since the company began.

These four values shape the way we do business and

how we interact with each other and our customers.

They are underpinned by our steadfast commitment to

safety, and to working sustainably in everything we do.

By living our values, we can achieve our safety and

sustainability ambitions and create a culture in which

people feel valued, empowered and committed to

gofurther, for themselves and our company.

Commit to go further

We always look to do better and achieve more

Collaborate for success

Working together we are stronger

Act pragmatically

We are clear and straightforward in everything we do

Create solutions

We find new ideas and make them work

Supporting seafarer welfare

We offer seafarers a range of support to promote wellbeing

and improve recruitment and retention. Support includes:

 Medical insurance for all immediate family members

 Onboard exercise equipment

 Daily, free-of-charge internet access for all seafarers

 Career counselling, guidance and management,

emphasising continuous employment to ensure high levels

of expertise and to develop outstanding cadets for life-long

careers

 Cutting-edge training programmes covering safety and

operational requirements, as well as mental health

 Dedicated helpline for accessing professional mental health

support, anonymously if desired

 Onboard social events

 Empowerment of ship management teams, which helps

todrive pride of ownership

A diverse team and inclusive culture

We understand that fostering diversity and an inclusive

cultureis essential for creating a positive workplace and

growing a successful business. Our people represent more

than 50 nationalities, and we are proud of the diverse skills

andperspectives they bring to our operations. We remain

committed to fostering a respectful and safe environment

thatcelebrates differences. We do this by:

 Encouraging people to share their ideas and experiences

 Listening to and respecting the views of others

 Supporting actions that help to make a difference

 Understanding our own unconscious biases

 Continuing to recruit and promote talent – wherever

wefindit

 Providing training that promotes mutual respect and

aninclusive culture

Employee gender by seniority

Male Female

Executive management team 91.7% 8.3%

Senior managers 79.1% 20.9%

Middle managers/Senior

professionals 72.1% 27.9%

Supervisors/Professionals 39.1% 60.9%

Blue collar 87.9% 12.1%

Grand total 66.3% 33.7%

1. Excluding seafarers. Shipping is a very male-dominated industry with limited female

entrants. 0.6% of our seafarer population is female.

56 Stolt-Nielsen Limited | Annual Report 2023

Compliance

Discrimination/Harassment

Fraud/Corruption

Other

Safety

Speak Up reports by typeEqual opportunities

During the year, we updated our global hiring and employment

policy to include a clearer statement on our commitment to

providing equal opportunities. Stolt-Nielsen recruits, trains and

develops people who are best suited to the requirements of

each role, regardless of gender, ethnic origin, age, religion or

belief, marriage or civil partnership, nationality, national origin,

pregnancy or parenthood, sexual orientation, gender identity

or disability.

Our commitment to ethics and compliance

Stolt-Nielsen’s reputation as a company that people want

towork for and do business with is underpinned by our

commitment to upholding the highest ethical standards

ineverything we do.

Our Code of Business Conduct provides a global framework

that defines our behaviour and ensures our business

objectives are achieved in an ethical, honest and legal manner.

It applies to everyone who works with and for us – from

Directors and officers to staff, contractors and consultants –

and is displayed at all our sites in local languages.

The Code requires everyone to act ethically, with integrity and

in accordance with relevant laws, regulations and company

policies. It also sets standards for maintaining professional

relationships and avoiding conflicts of interest, bribery and

corruption. Anyone who breaches the Code is subject

todisciplinary action, up to and including employment

termination.

Each year, the Code is reviewed by the Board of Directors,

through its Audit Committee, to ensure it remains relevant and

up to date with the needs of our business and wider society.

We require all office-based staff to reconfirm compliance

withthe Code on an annual basis, and those with access to

our online learning platform must complete an online training

module to maintain their awareness and understanding of

anti-bribery and corruption measures. For 2023, 100% of those

required to do so successfully completed the module.

You can find our Code of Business Conduct online at:

stolt-nielsen.com/investors/code-of-business-conduct

We also introduced our Suppliers’ Code of Conduct in 2023.

The business conduct principles and rules set out in this code

are intended to ensure that all suppliers performing services

on behalf of the company conduct their business and achieve

their targets in an ethical, honest and legal manner.

You can find our Suppliers’ Code of Conduct online at:

stolt-nielsen.com/investors/suppliers-code-of-conduct/

So that we continue to have robust policies and practices

inplace, during 2024 we will undertake a deeper review

ofourCode of Business Conduct, to ensure everyone

continues to understand what they must do to act ethically

and in compliance with therelevant laws, regulations and

company policies.

Encouraging people to ‘speak up’

We promote a culture where employees feel comfortable

raising concerns about unethical behaviour and potential,

suspected or actual breaches of the Code without fear of

retaliation, victimisation, discrimination or disadvantage.

We encourage people to raise concerns with their local

manager, HR or legal representatives, or via our online

‘Speak Up’ platform. This platform allows anyone, internal

or external, to report conﬁdentially (anonymous or otherwise)

directly to the Chairman of the Audit Committee and our

Head of Internal Audit. All reports are taken seriously and

investigated thoroughly.

In 2023, 30 Speak Up reports (2022: 41) were received.

Allthree speak ups relating to allegations of fraud/corruption

have been investigated and found to be unsubstantiated.

Thereports themselves are also included as part of our

ongoing internal audit fraud risk assessment.

Concerns can be reported online here: report.whistleb.com/en/

stolt-nielsen

Protecting human rights

Our commitment to human rights extends across every

levelof our businesses and our supply chains. Many of the

countries in which we operate have a high risk of human

rights, environmental or business ethics abuses, and we

closely monitor these areas.

As a signatory to the UN Global Compact (UNGC), we are

committed to continuing to align our business approach

withall its principles and to ensuring that these are firmly

embedded within our businesses. We also support the

principles set out in the UN Universal Declaration of Human

Rights, the UN Guiding Principles on Business and Human

Rights and the International Labour Organization Core

Conventions. Stolt Tankers is a member of IMPA ACT and

supports its Code of Conduct relating to labour and human

rights. Stolthaven Terminals’ and Stolt Tank Containers’

sustainability policies also include commitments to upholding

internationally proclaimed human rights and to preventing

child labour.

57Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Sustainability continued

ourstakeholders. We contribute both as an employer and

asapurchaser of goods and services from local businesses.

We hire locally and train people for rewarding careers. And

ourteams organise and engage in projects related tothe

environment, education and social and economic development.

In 2023, Stolt Tankers and its partners NYK Line, Tufton, and

Farvatn Capital donated a total of $100,000 to two non-profit

organisations. Coastruction designs, produces and installs

3D-printed artificial ocean reefs to support the regeneration

ofdamaged reef systems, and One Tree Planted focuses

onreforestation, carbon absorption and environmental

impactprojects. Members of our Manila team also spent

timevolunteering for the International Institute for Rural

Reconstruction (IIRR). The Philippines is home for many

ofourseafarers and during 2023 the Stolt Tankers team

inManila, received a localaward for Best Environmental

Sustainability Project in recognition of its extensive work to

rejuvenate local mangrove forests, which are highly effective

at absorbing carbon from the atmosphere. During the year 119

of our employees including management helped to plant

mangroves in five provinces. We also established the Jacob

Stolt-Nielsen Mangrove Forest in Guimaras, dedicated to

thememory of our founder. Our local team has planted

12,000 mangrove saplings in total, which act as a natural

barrier against coastal erosion, storms and tsunamis and

areeffective at removing CO

from the atmosphere.

Employees at Stolthaven Terminals’ sitein New Orleans, US,

participated in a coastal restoration event to gather more

than12 tonnes of used oyster shells for a reef reconstruction

project to preserve the local coastline. Theteam in Houston,

US planted more than 500 native grasses and flowering plants

to help restore approximately one acre of coastal wetland

prairie. And in Santos, Brazil, Stolthaven Terminals employees

donated Christmas packages of clothing and toys to

disadvantaged children via local charity, Grupo de Apoio

àInclusão Social e Profissional.

Stolt Tank Containers donated several decommissioned tanks

to the earthquake recovery efforts in Turkey to transport and

store freshwater in affected areas and the team in Mumbai,

India donated and delivered school supplies to students at the

local village school near the depot. And for the fifth consecutive

year, Stolt Sea Farm sponsored a marine-education programme

for students in Galicia, Spain. Thebusiness was also named

Company of the Year by the Official College ofBiologists

inGalicia in recognition of its commitment to sustainable

production processes, animal welfare, and supporting the

work and expertise of biologists in the region. We also

sponsored the annual Catraia community event in Tocha,

Portugal which aims to increase environmental awareness,

and a healthy lifestyle. You can find more stories about our

community activities inthe news section of stolt-nielsen.com

For ship recycling, Stolt Tankers only selects yards that

operate in accordance with the International Maritime

Organization’s (IMO) 2009 Hong Kong Convention for the

Safeand Environmentally Sound Recycling of Ships (HKC).

TheHKC was fully ratified in 2023 and will come into full force

on June 26, 2025. During the recycling of a vessel, Stolt

Tankers rigorously enforces health and safety protocols

toprotect workers. The entire process is monitored from start

to finish by an onsite surveyor who ensures workers’ rights

and conditions are protected and all compliance standards

areupheld. Stolt Tankers also randomly validates the status,

permits, salary (where allowed, in line with local privacy

regulations) and insurance for five workers each month

tomitigate against human rights breaches.

In 2023, we received no human rights or child labour grievance

reports against Stolt-Nielsen. You can find our Modern Slavery

and Human Trafficking Statement 2023 at: stolt-nielsen.com/

sustainability/modern-slavery-and-human-trafficking-

statement-2023

Compliance and ethical conduct at sea

Our commitment to the welfare of seafarers and ethical

conduct at sea is supported by our compliance with mandated

standards from several international agreements, conventions

and processes. This includes the Maritime Labour Convention

(MLC) Seafarers’ Bill of Rights; the International Convention

onStandards of Training, Certification and Watchkeeping for

Seafarers (STCW); the International Convention for the Safety

of Life at Sea (SOLAS); and the International Convention for

the Prevention of Pollution from Ships (MARPOL). And all

StoltTankers’ ships operate with valid International Transport

Workers’ Federation (ITF) union agreements on collective

bargaining for all seafarers onboard.

Our compliance with these conventions is vetted and verified

in several ways: by port state control and flag state

inspections; during routine onboard inspections as part

oftheOil Companies International Marine Forum/Chemical

Distribution Institute (OCIMF/CDI) tanker management and

self-assessment process; and through periodic International

Safety Management (ISM) audits, which are carried out

onbehalf of flag states by DNV, the world’s largest ship

classification society. We also document MLC compliance

within our ship management system.

In 2023, Stolt Tankers was pleased to reinforce its

commitment to ensuring compliance at sea by joining the

Maritime Anti-Corruption Network (MACN), which is working

tocreate a maritime industry free of corruption and foster

aculture of integrity.

Caring for people and the planet

Our support for the wider communities in which we operate

goes beyond the financial to include active involvement in

local programmes and fundraising initiatives that support

58 Stolt-Nielsen Limited | Annual Report 2023

60 Board of Directors

62 Corporate Governance Report

Corporate Governance

59Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

1. Niels G. Stolt‑Nielsen

Director and Chairman of the Board

Mr Niels G. Stolt-Nielsen became Chairman of the Board

inSeptember 2023, and is a member of the Audit and

Compensation Committees. He has been 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

and a Director of Golar LNG Ltd.

2. Samuel Cooperman

Independent Director

Mr Samuel Cooperman is an independent Board member.

Heserved as Chairman of the Board of Directors from 2016

toSeptember 2023. He has been a Director of Stolt-Nielsen

Limited since 2008 and Chairman of the Audit Committee

since 2009. He became the Chairman of the Compensation

Committee in 2022.

Experience

Mr Cooperman joined Stolt-Nielsen in 1974 and held a number

of senior management positions, including Chairman and

Chief Executive Officer of Stolt-Nielsen Transportation Group,

before retiring from the Company in 2003. Mr Cooperman was

a member of the Executive Committee of the International

Chamber of Shipping until May 2010, and also served as

Vice-Chairman for two years. He holds BS and MS degrees

inElectrical Engineering from Columbia University and from

the Graduate School at the University of Pennsylvania,

respectively, and an MBA from Temple University.

Mr Cooperman is a US citizen.

Other appointments

Mr Cooperman is the Chief Executive Officer of Cooperman

Weiss Consulting LLC.

3. Janet Ashdown

Independent Director

Ms Janet 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.

Committee Chair

Audit Committee

Compensation Committee

Tenure

1–10 years

11–20 years

21+ years

Corporate Governance continued

6.5.

A C

Board of Directors

A C

60 Stolt-Nielsen Limited | Annual Report 2023

Other appointments

Mr Habben Jansen is Chief Executive Officer of Hapag-Lloyd

AG and Co-Chairman of the World Shipping Council.

6. Jacob B. Stolt‑Nielsen

Director

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

Nielsen Limited since 1995.

Experience

Mr 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. Mr Stolt-Nielsen

was Executive Vice President of Stolt-Nielsen Limited from

2003 to 2005 and in 2012 founded Norterminal AS. He is also

a founder of Hydrogen Source AS and Narvik Batteri 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,

SNTerminal AS, Hydrogen Source AS, New York Cruise Lines,

Inc and Narvik Batteri AS.

7. Tor Olav Trøim

Independent Director

Mr Tor Olav Trøim is an independent Board member and has

served as a Director of Stolt-Nielsen Limited since April 2016.

Experience

Mr Trøim 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 Trøim

established Magni Partners UK, 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 and is a Norwegian citizen.

Other appointments

Mr Trøim is Chairman of Golar LNG Ltd and Borr Drilling Ltd,

Director at Vaalerenga Fotball AS and owner of Magni Sport

and Magni Partners UK, where he is also Managing Partner.

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 of the

Corporate Sustainability Committee and Remuneration

Committee at RHI Magnesita N.V, Non-Executive Director and

Chair of the Remuneration Committee at Victrex plc, and

Senior Independent Director and Chair of the Sustainability and

Governance Committee Nuclear Decommissioning Authority

at the Department for Energy Security and Net Zero, UK.

4. Jan Chr. Engelhardtsen

Independent Director

Mr Jan Chr. Engelhardtsen is an independent Board member,

having been appointed to the Board of Directors in March

2018. He is also a member of the Audit Committee.

Experience

Mr Engelhardtsen served as Chief Financial Officer of Stolt-

Nielsen Limited for 26 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 has dual citizenship of Norway and the US.

Other appointments

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

5. Rolf Habben Jansen

Independent Director

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.

61Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Relevant Legislation and Codes of Practice

for Corporate Governance

Stolt-Nielsen Limited’s (‘SNL’ or the ‘Company’) Corporate

Governance addresses the division of roles between SNL’s

shareholders, Board of Directors, and executive management.

SNL is a company incorporated in Bermuda with Norway as its

home state in the European Economic Area. The Companies

Act 1981 of Bermuda (the ‘Bermuda Companies Act’) governs

the incorporation, organisation and executive management

ofSNL. As a company listed on Oslo Børs, SNL is also subject

to certain obligations set out in Euronext Rule Book I and Oslo

Børs Rulebook II and, in addition, certain provisions of the

Norwegian Securities Trading Act and other relevant

Norwegian rules and regulations, including certain provisions

of the Norwegian Securities Trading Regulations.

According to the Oslo Børs Rulebook II, the Norwegian Code

ofPractice for Corporate Governance (the ‘Norwegian Code

ofPractice’) also applies to the Company as no such code has

been implemented in Bermuda. Adherence to the Norwegian

Code of Practice is based on a ‘comply or explain’ principle,

whereby companies are expected to either comply with its

principles and recommendations, or explain the deviation

andwhat alternative solutions it has selected.

Pursuant to the Norwegian Accounting Act and the Oslo Børs

Rulebook II, the Company has summarised any expansions

ordeviations in the SNL Bye-Laws from the provisions

ofChapter 5 of the Norwegian Public Limited Liability

Companies Act(dealing with General Meetings of

Shareholders). Thissummary, together with the Company’s

Bye-Laws, areavailable at www.stolt-nielsen.com/en/

investors/governance/. The Norwegian Code of Practice

isavailable atwww.nues.no/English.

1. Implementation and Reporting on

Corporate Governance

SNL has a Code of Business Conduct which applies to all

directors, officers, employees, contractors and consultants

ofthe Group. The Code of Business Conduct is reviewed

annually by the Audit Committee and approved by the Board

ofDirectors. The Company’s overarching business conduct

guidelines, including ethical and social responsibility guidance,

are set out in its Code of Business Conduct and, where

appropriate, more specific policies have been developed

toprovide more detailed guidance.

The reasons for the deviations from the principles and

recommendations of the Norwegian Code of Practice and the

solutions the Company has selected are explained throughout

this Corporate Governance Report.

2. Business

In compliance with the Bermuda Companies Act and

commonpractice for Bermuda companies, SNL’s

Memorandum of Association describes its objectives

andpurposes as ‘unrestricted’.

The Board of Directors sets, evaluates, and regularly reviews

the Group’s objectives, overall strategy and principal risks,

taking into account sustainability, including how matters

relating to the environment, social issues, the working

environment, equality and non-discrimination are integrated

into the value creation. This is further described in the

Business Review and Sustainability sections of this

annual report.

Deviation from the Norwegian Code of Practice: the Company’s

objects are unrestricted under the SNL Bye-Laws, which is

customary for a Bermuda company, but publicly disclosed

inamanner that enables SNL’s shareholders to anticipate

its activities.

3. Equity and Dividends

The Board of Directors is of the opinion that the Company

currently has a suitable capital structure to meet its objectives,

strategy and risk profile. The authorised share capital of SNL is

US$65,016,250, divided into 65,000,000 Common Shares, each

with a par value of US$1.00, and 16,250,000 Founder’s Shares,

each with a par value of US$0.001. As of November 30, 2023,

58,523,796 Common Shares and 14,630,949 Founder’s Shares

were issued, and 53,523,796 Common Shares and 13,380,949

Founder’s Shares were outstanding. In accordance with

provisions of the SNL Bye-Laws, the authorised share capital

of SNL may only be increased, reduced or otherwise altered by

resolution of the shareholders. The Board of Directors, subject

to any shareholder resolution to the contrary, has the power to

issue any unissued shares of the Company within the limits of

the authorised capital.

In accordance with the provisions of the SNL Bye-Laws and

the Bermuda Companies Act, the Company may purchase its

own shares for cancellation or acquire such shares as treasury

shares on such terms as the Board of Directors shall think fit.

Historically, the Annual General Meeting of Shareholders

ofSNL has authorised the Company, or any wholly owned

subsidiary, to purchase Common Shares of the Company from

time to time in the open market, subject to certain conditions

and in conformity with applicable laws and standards. The

Board of Directors has resolved to continue share purchases,

if any, on the terms approved at the Annual General Meeting.

Corporate Governance continued

Corporate Governance Report

62 Stolt-Nielsen Limited | Annual Report 2023

The Board of Directors has established a dividend policy

thatis available on the SNL website (stolt-nielsen.com/

investors/dividends/). Under Bermuda law, a company’s

Boardof Directors may not declare or pay dividends if there

are reasonable grounds for believing that the company is,

orwould after the payment, be unable to pay its liabilities

asthey become due or that the realisable value of its assets

would thereby be less than its liabilities.

Deviation from the Norwegian Code of Practice: none.

4. Equal Treatment of Shareholders

SNL has two classes of shares, Common Shares and

Founder’s Shares, which carry rights as set forth in the SNL

Bye-Laws. Subject to such rights, the Company treats

shareholders within each class equally, in accordance with

theNorwegian Code of Practice and the Norwegian Securities

Trading Act. Only the Common Shares are listed on Oslo Børs.

You can find the list of our major shareholders at stolt-nielsen.

com/investors/shareholder-information/, and the SNL

Bye-Laws at stolt-nielsen.com/investors/governance/.

Any transactions SNL carries out in its own shares are carried

out either through Oslo Børs or at prevailing stock exchange

prices if carried out in any other way.

Deviation from the Norwegian Code of Practice: none.

5. Shares and Negotiability

Only the SNL Common Shares are listed on Oslo Børs. The

SNL Bye-Laws limit individual shareholdings of the Company’s

shares to 20% of the issued and outstanding shares (unless

such ownership shall have been approved in advance by the

Board of Directors), single US person shareholdings to 9.9%

and shareholders of any single country in aggregate to 49.9%.

However, these restrictions do not apply to any person who

was a shareholder of Stolt-Nielsen S.A. (which amalgamated

with the Company on 18 November 2010) as of 31 August

1987 or any Affiliate or Associate (as such terms are defined

in the SNL Bye-laws) of such person, except in certain

circumstances as outlined in Bye-law 74 of the SNL Bye-laws,

which are available at stolt-nielsen.com/investors/

governance/.

According to the SNL Bye-Laws, the Board of Directors is

authorised to further restrict, reduce or prevent the ownership

of shares if it appears to the Board of Directors that such

ownership may threaten SNL with adverse consequences,

including but not limited to adverse tax consequences,

hostiletakeover attempts or adverse governmental sanctions.

TheBoard of Directors has to date not made use of its

authority and will not use its authority unless the transfer will

have sufficient adverse consequences for the Company and in

no event if the exercise of such rights may cause disturbances

in the market or would be in conflict with mandatory laws or

regulations. Please also refer to Section 14. below for an

explanation of the Board’s approach to takeovers.

Deviation from the Norwegian Code of Practice: a summary of

provisions of Chapter 5 of the Norwegian Public Limited Liability

Companies Act where the SNL Bye-Laws expand or deviate

from the provisions of such Act can also be found on the

Company’s website at stolt-nielsen.com/investors/

governance/.

6. General Meetings

The Board of Directors or the Chairman are responsible

forcalling both Annual and Special General Meetings of

Shareholders. At any General Meeting, two or more persons

present in person throughout the meeting and representing

inperson or by proxy issued voting shares in the Company

shall form a quorum for the transaction of business, except

forthose matters under the Bermuda Companies Act for

which a specified super majority vote is required, in which

case a quorum representing one-third of the issued and

outstanding shares entitled to vote is required.

The Company is obligated to hold an Annual General Meeting

every year at such time and place as the Board of Directors

orChairman shall designate.

A shareholder or group of shareholders representing at least

one-tenth of the outstanding voting shares may request a

Special General Meeting in writing indicating the agenda

thereof. The Board of Directors will be obligated to convene

the meeting forthwith.

Notices for both Annual and Special General Meetings shall

besent by mail (or by such other method pursuant to the SNL

Bye-laws) to all holders entitled to attend and vote no later

than 21 days before the date set for the General Meeting.

Notices shall provide sufficiently detailed, comprehensive,

andspecific information on all matters to be considered at

theGeneral Meeting, voting instructions and the opportunity

tovote by proxy. Matters at the General Meetings are

restricted to those set forth in the agenda.

63Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Corporate Governance continued

The foregoing provisions relating to the holding of,

andconduct at, General Meetings are set forth in the SNL

Bye-Laws, as well as in relevant provisions of the Bermuda

Companies Act.

SNL is under the majority control of Fiducia Ltd, a company

owned by a trust established for the benefit of the Stolt-

Nielsen family. As of November 30, 2023, Fiducia Ltd. controls

64.82% of the outstanding shares of SNL entitled to vote

generally on matters brought to a vote of the shareholders

ofSNL. When the shares held by trusts established for the

benefit of members of the Stolt-Nielsen family together with

shares held by individual members of the Stolt-Nielsen family

are taken into account, the combined shareholdings total

66.28% of the outstanding shares of SNL entitled to vote

generally on matters brought to a vote of the shareholders

of SNL.

Deviation from the Norwegian Code of Practice: General

Meetings are typically held by shareholders granting proxies,

with voting instructions being given to such proxies ahead of

the General Meeting. As such, the Chairman or the full Board

ofDirectors may, but do not always, attend General Meetings.

7. Nomination Committee

Neither Bermuda law nor the SNL Bye-Laws require that

anomination committee be established. Consequently,

SNLhas not established a nomination committee. Members

of the Board of Directors identify and evaluate proposed

candidates for nomination to the Board of Directors based

onmerit. Individuals are selected for nomination to the Board

of Directors because of their business or professional

experience, and their array of talents and perspectives,

topromote a culture that generates the diversity of thought,

approach and ideas needed to further the Company’s

strategic objectives.

The Board of Directors regularly reviews its composition,

toensure that it can attend to the common interests of all

shareholders and meet the Company’s need for expertise,

capability, diversity and independence. The Board of Directors

also monitors that its members have sufficient capacity

tocarry out their duties. Directors’ external commitments

aredescribed earlier in this Corporate Governance Report.

Deviation from the Norwegian Code of Practice: the Company

does not have a Nomination Committee, but the Board of

Directors has put processes in place to review its performance

and composition on an ongoing basis, as described above.

8. Board of Directors: Composition

andIndependence

The business affairs of SNL are managed under the direction

of the Board of Directors. The Board of Directors may delegate

authority to the Chairman, specified committees of the Board

of Directors, or to SNL’s executive management. SNL does

nothave a corporate assembly as this is not required under

Bermuda law.

As provided in the SNL Bye-Laws, the Board of Directors

shallbe composed of at least three and not more than nine

Directors. The Board of Directors believes that the optimal

sizefor the Board of Directors should be six to eight Directors.

The Board of Directors’ size is flexible depending on the

circumstances and the qualifications of proposed candidates.

Directors are elected at the Annual General Meeting. Directors

shall hold office for such term as decided by the General

Meeting, or in the absence of such determination, until the

next Annual General Meeting or until their successors are

elected or appointed or their office is otherwise vacated.

Directors may be removed only for cause by a vote at a

Special General Meeting held for that purpose. In the event

ofa vacancy on the Board of Directors, the remaining

members of the Board of Directors may fill such vacancy

andappoint a member to act until the next General Meeting

atwhich the Directors are re-elected. The foregoing provisions

relating to the election, removal and replacement of Directors

are set forth in the SNL Bye-Laws.

Five of the current seven SNL Directors, Samuel Cooperman,

Janet Ashdown, Rolf Habben Jansen, Tor Olav Trøim and

JanChr. Engelhardtsen, are considered to be independent

from the Company’s major shareholders, the executive

management, and the Company’s main business associates

according to the Norwegian Code of Practice. In the view

ofthe Board of Directors, the composition of the Board of

Directors and Board Committees ensures continuity and

experience and is suitable to represent the interests of the

minority shareholders.

The Chairman of the Board of Directors is elected by the

Annual General Meeting.

Information on the members of the Board of Directors can

befound earlier in this Corporate Governance Report, and an

up-to-date composition of the Board of Directors is maintained

and available on the Company’s website at stolt-nielsen.com/

about-us/leadership-team.

Deviation from the Norwegian Code of Practice: none.

64 Stolt-Nielsen Limited | Annual Report 2023

9. The Work of the Board of Directors

Board Meetings

The Board of Directors, acting as a collegiate body, has the

ultimate responsibility for the management of the Company.

The Board of Directors holds at least four regularly scheduled

meetings a year, as well as ad-hoc meetings when required.

Meeting schedules are approved annually by all members of

the Board of Directors. The Board of Directors may appoint

aBoard Secretary who does not need to be a member of the

Board of Directors.

Decisions of the Board of Directors shall be taken by a majority

of the votes cast by the Directors present and represented at

such meeting provided a quorum is present. A majority of the

Directors then in office shall constitute a quorum. The Board

of Directors may also act by unanimous written consent.

The Audit Committee has established processes to monitor

alltransactions which may give rise to conflict or potential

conflict of interest. Members of the Board of Directors and

executive management must notify the Audit Committee and

Board of Directors if they have any material direct or indirect

interest in any proposed transaction to be entered into by SNL.

Following such notification, and unless disqualified by the

Chair of the relevant Audit Committee or Board of Directors

meeting, a Director may vote in respect of any such matter

and may be counted in the quorum for such meeting.

Board Meetings – Executive Sessions

Executive management is available to discuss matters of

concern to the Board of Directors, and the Board of Directors

has regular access to executive management. The basic

duties and responsibilities of the Directors include attending

Board of Directors’ meetings, preparing for meetings by

advance review of any meeting materials and actively

participating in the Board of Directors’ discussions. Directors

are also expected to make themselves available outside

scheduled meetings for advice and consultation.

The Board of Directors ensures that SNL has effective

internalcontrols in accordance with the regulations that

applyto its activities, including SNL’s corporate values

andethical guidelines.

Board Committees

The Board of Directors has established an Audit Committee

and a Compensation Committee. The Board of Directors

periodically reviews the size, structure and function of the

Board Committees. The Audit Committee and Compensation

Committee have written terms of reference, which are

reviewed and reassessed by the relevant Committee and

approved by the Board of Directors on an annual basis.

The Audit Committee is composed of not less than two

members, a majority of whom should normally qualify as

independent pursuant to all applicable regulatory requirements.

The Audit Committee has overall responsibility for overseeing

the accounting and financial reporting processes of the

Company, the audits of the Company’s Financial Statements,

and the work of the Company’s external auditor and Internal

Audit department. The Audit Committee also recommends

theexternal auditor’s appointment, compensation and

retention. Under Bermuda law the appointment of the external

auditor has to be made by shareholders in a General Meeting,

but the approval of the external auditor’s compensation may

be delegated by the shareholders to the Board of Directors.

The Compensation Committee is composed of not less

thantwo members, at least one of whom should normally

qualifyasindependent pursuant to all applicable

regulatory requirements.

The Compensation Committee is responsible for

compensation strategy, overall salary reviews and awards

under its compensation programmes. It reviews and approves

all aspects of senior executive management compensation,

including performance incentive and equity-based

compensation plans.

Each Committee has a Chair who reports on the activities of

such Committee at each meeting of the full Board of Directors.

The members of the Committees are set out earlier in this

Corporate Governance Report, and an up-to-date list is also

maintained on the Company’s website at stolt-nielsen.com/

about-us/leadership-team.

Agreements with Related Parties

The Board of Directors reviews, at least annually, the financial

and other relationships between each Director and SNL.

Through the Audit Committee, the Board of Directors has

adopted guidelines and procedures to ensure that, should any

transaction involving related parties be considered, such

transaction be appropriately reviewed for potential conflict of

interest situations, with the aim of preventing value from being

transferred to related parties. Any such transactions would

require approval from the Audit Committee or Board of

Directors and be disclosed in the Notes to the Financial

Statements of this annual report.

Deviation from the Norwegian Code of Practice: none.

65Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Corporate Governance continued

10. Risk Management and Internal Control

The Board of Directors is ultimately responsible for SNL’s

system of internal control, which covers financial, operational

and compliance controls as well as risk management

processes. SNL’s system of internal control is designed to

manage rather than eliminate the risk of failure to achieve

business objectives and provide reasonable assurance that

SNL is operating legally, ethically and within approved financial

and operational policies and procedures with sufficient

safeguards against material financial misstatements or loss

of assets.

The main elements of the Company’s system of internal

control over financial reporting include the Code of Business

Conduct and other corporate governance and compliance

policies, global accounting policies and procedures, financial

reporting risk assessments, annual budgets, authorisation

limits, periodic reporting and evaluation of budgeted versus

actual results. The different layers of control allow for

agreater probability that errors in the financial reporting

areidentified early and corrected.

SNL’s business heads conduct an annual review of SNL’s

most significant areas of exposure to risk, which are detailed

in the Directors’ Report of this Annual Report. The Internal

Audit department provides assurance that the Company has

appropriate internal control, risk management and related

corporate governance systems in place throughout the

organisation, performs regular independent audit reviews

ofthese systems to assure adherence and recommend

improvements, and reports to the Audit Committee accordingly.

The Board of Directors, through the Audit Committee, oversees

the monitoring of compliance with the system of internal

control over financial reporting. At its quarterly meeting the

Audit Committee reviews and discusses results of internal

audits performed by the Internal Audit department. This also

includes matters of an ethical nature. All employees,

customers, suppliers and other parties have direct access to

the Audit Committee, through the Company’s whistleblowing

system, to report any potential illegal or unethical matters.

This confidential system can be accessed on the Company’s

website at report.whistleb.com/en/stolt-nielsen/.

Deviation from the Norwegian Code of Practice: none.

11. Remuneration of the Board

ofDirectors

The Board of Directors reviews the Directors’ compensation

periodically. The review includes a comparison of the

Company’s compensation practices against the practices of

comparable US and European companies. The remuneration

of the Board of Directors reflects its responsibility, expertise,

time commitment and the complexity of SNL’s activities.

Theremuneration is not linked to the performance of

the Company.

Members of the Board of Directors and/or companies with

which they are associated shall not in principle take on specific

assignments for SNL in addition to their appointment as a

member of the Board of Directors. If they do nonetheless

takeon such assignments this shall be disclosed to and

receive prior approval from the full Board of Directors.

Theremuneration for such additional duties shall be approved

by the Board of Directors.

The remuneration awarded to the Board of Directors for their

service as Directors is disclosed in aggregate in this Annual

Report. Any remuneration in addition to normal directors’ fees

is specifically identified.

Deviations from the Norwegian Code of Practice: none.

12. Salary and Other Remuneration for

Executive Management

The Compensation Committee of SNL is responsible for

compensation strategy, overall salary reviews and awards

under its compensation programmes. It reviews and approves

all aspects of executive management compensation, including

performance incentive compensation plans to ensure that

such plans are linked to long-term value creation for the

shareholders or the Company’s earnings performance

over time.

The Company has in place an annual and a long-term incentive

plan aimed at tying executive management’s compensation

with the performance of the Company. All performance related

compensation is capped at a maximum percentage of the

salary of the executive management.

Deviation from the Norwegian Code of Practice: Bermuda law

does not require guidelines for the remuneration of executive

personnel to be communicated to the Annual General Meeting,

but the Compensation Committee carefully evaluates executive

management’s salary and other remuneration based on the key

principles described above.

66 Stolt-Nielsen Limited | Annual Report 2023

13. Information and Communications

All information distributed to SNL shareholders is published

onSNL’s website. SNL promptly submits all press releases

toOslo Børs, and disseminates such press releases through

an approved news wire service that provides simultaneous

and broad distribution.

Copies of audited Financial Statements of SNL are distributed

to shareholders prior to the Annual General Meeting and filed

with Oslo Børs in accordance with its requirements. SNL

publishes each year the dates for major events such as its

Annual General Meeting, publication of interim reports, public

presentations and dividend payment date if appropriate.

Thesedates are available on SNL’s website at stolt-nielsen.

com/investors/financial-calendar/.

After each quarterly earnings release, SNL holds a conference

call to discuss the results and respond to investor and analyst

questions. The conference call is open to all those who wish

toparticipate. Twice per year, executive management

endeavours to hold the results conference call in front of a live

audience. All conference calls have a telephone dial-in and are

webcast with playback options available.

Deviation from the Norwegian Code of Practice: none.

14. Takeovers

The Board of Directors will publicly disclose any serious offer

for SNL, or a substantial portion of the assets of SNL, and

willto the extent applicable follow the Norwegian Securities

Trading Act and the recommendation in the Norwegian

Codeof Practice, and act in the best interests of the Company,

if any serious offer is received.

In most of SNL’s financing agreements the Company has

certain change of control provisions that would trigger

adefault in the event of a takeover, unless waivers were

obtained from lenders.

Fiducia Ltd. currently has an ownership interest in the

Company which may deter a third party from attempting

totake control of SNL.

Deviation from the Norwegian Code of Practice: none.

15. Independent Auditor

The Audit Committee is responsible for the oversight of

thework of the Company’s Independent Auditor, and for

recommending the Independent Auditor’s appointment.

TheAudit Committee has established guidelines in respect

ofthe use of the Independent Auditor by the Company’s

executive management for services other than the audit,

whichshould be approved in advance. The Audit Committee

shall receive annual written confirmation from the Independent

Auditor that such firm continues to satisfy all applicable

requirements for independence. In addition, the Independent

Auditor shall provide the Audit Committee with a summary of

all services in addition to audit work that has been undertaken

for the Company. The Independent Auditor shall submit the

main features of the plan for the audit of SNL to the Audit

Committee annually.

The Independent Auditor shall participate in meetings

oftheAudit Committee that deal with the annual Financial

Statements and half-year results. At these meetings,

theIndependent Auditor shall comment on any material

changesin the Company’s accounting principles and material

management estimates and judgements, and report all

matters on which there have been disagreements between the

firm and the executive management of the Company, if any.

The Independent Auditor shall at least once a year present to

the Audit Committee commentary on any significant internal

control findings arising during the audit.

The Audit Committee shall hold a meeting with the

Independent Auditor at least once a year at which no member

of the executive management is present.

Deviation from the Norwegian Code of Practice: none.

67Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

69 Consolidated Income Statement

70 Consolidated Statement of Comprehensive Income

71 Consolidated Balance Sheet

72 Consolidated Statement of Changes inShareholders’ Equity

73 Consolidated Statement of Cash Flows

74 Notes to the Consolidated Financial Statements

142 Responsibility Statement

143 Independent Auditors’ Report

Financial Statements

68 Stolt-Nielsen Limited | Annual Report 2023

For the years ended November 30,

(in thousands, except per share data)

Notes

2023

					2022
Operating Revenue	3, 4	$	2,820,218	$	2,771,843
Operating Expenses	5		(1,745,793 )		(1,851,608 )
Legal claims provision	26		(155,000 )		–
			919,425		920,235
Depreciation and amortisation	14, 15, 16		(292,321 )		(282,123 )
Gross Profit			627,104		638,112
Share of profit of joint ventures and associates	17		62,265		53,963
Administrative and general expenses	5		(273 ,412 )		(249,022 )
Gain on disposal of assets, net	7		3,606		5,562
Other operating income			3,406		4,132
Other operating expense			(3,32 2 )		(5,215 )
Operating Profit			419,647		447,532
Non-Operating (Expense) Income
Finance expense on lease liabilities	8		(11,389 )		(10,451 )
Finance expense on debt	8		(108 ,967 )		(112,188 )
Loss on early extinguishment of debt	8		–		(11,149 )
Finance income	8		7,742		3,979
Foreign currency exchange loss, net			(5,28 9 )		(9,151 )
Other non-operating income, net			7,690		347
Profit before income tax			309,434		308,919
Income tax expense	9		(12,783 )		(28,064 )
Net Profit		$	296,651	$	280,855
Earnings per share:
Basic	31	$	5.54	$	5.25
Diluted	31	$	5.54	$	5.25
Notes 1 to 33 are an integral part of these Consolidated Financial Statements.

Consolidated Income Statement

69Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

For the years ended November 30,

(in thousands)

					Notes 2023 2022
Net profit		$	296,651	$	280,855
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain on pension schemes	25		1,357		3,235
Actuarial gain on pension scheme of joint venture	17		524		1,476
Deferred tax adjustment on defined benefit and other post-employment
benefit obligations	9		(343 )		(2,993 )
Items that may be reclassified subsequently to profit or loss:
Net (loss) income on cash flow hedges			(28,142 )		10,19 4
Reclassification of cash flow hedges to income statement			10,707		25,818
Net gain on cash flow hedges held by joint ventures	17		1,068		8,743
Deferred tax adjustment on cash flow hedges	9		1,169		(1,127 )
Exchange differences arising on translation of foreign operations			19,518		(32,833 )
Deferred tax on translation of foreign operations	9		–		(885 )
Exchange differences arising on translation of joint ventures and associates	17		3, 939		(31,292 )
Change in value of investment in equity instruments	18		(1,59 5 )		67 ,929
Net profit recognised as other comprehensive income			8,202		48,265
Total comprehensive income		$	304,853	$	329,120

Notes 1 to 33 are an integral part of these Consolidated Financial Statements.

Consolidated Statement of Comprehensive Income

70 Stolt-Nielsen Limited | Annual Report 2023

As of November 30,

(in thousands)

	Notes		2023		2022
ASSETS
Current Assets:
Cash and cash equivalents	10	$	446,515	$	152,141
Receivables, net	11		341,319		353,730
Inventories, net	12		8,390		10,182
Biological assets	13		54,812		46,181
Prepaid expenses			108,727		94,993
Derivative financial instruments	22		6,096		8,545
Income tax receivable			2,029		5,026
Other current assets			47,082		37,585
Total Current Assets			1,014,970		70 8,383
Property, plant and equipment	14		2,840 ,502		2,797 ,929
Right-o f -use assets	15		228,271		216,43 8
Investments in and advances to joint ventures and associates	17		650,163		622,944
Investment in equity and debt instruments	18		132,864		143,14 4
Deferred tax assets	9		19,144		5,488
Intangible assets and goodwill	16		40,283		35,879
Employee benefit assets	25		21,292		20,602
Derivative financial instruments	22		4,788		6,590
Insurance claims receivable	19		14,927		156, 231
Other non-current assets			16,519		15,282
Total Non-Current Assets			3,968,753		4,020,527
Total Assets		$	4,983,723	$	4,728,910
LIABILITIES AND SHAREHOLDERS’ EQUIT Y
Current Liabilities:
Current maturities of long-term debt	24	$	255,109	$	288,958
Current lease liabilities	15		55,456		49,017
Accounts payable	20		114,695		104,87 5
Accrued voyage expenses and unearned revenue			76,814		69,247
Dividend payable	30		53,591		53,591
Accrued expenses			235,044		251,064
Provisions	26		302,184		4,743
Income tax payable			16,901		16,934
Derivative financial instruments	22		11,940		2,171
Other current liabilities			55,569		49,407
Total Current Liabilities			1,177,303		89 0,007
Long-term debt	24		1,581 ,492		1,677 ,821
Long-term lease liabilities	15		182,751		174,56 7
Deferred tax liabilities	9		90,516		80,232
Employee benefit liabilities	25		19,937		20,342
Derivative financial instruments	22		7,656		5,851
Long-term provisions	26		17,194		157,167
Other non-current liabilities			820		1,227
Total Non-Current Liabilities			1,900,366		2,117,207
Total Liabilities			3,077,669		3,007,214
Shareholders’ Equity	30
Founder’s Shares			14		14
Common Shares			58,524		58,524
Paid-in surplus			195,466		195,466
Retained earnings			1,967,219		1,787,198
Other components of equity			(204,118 )		( 208,455 )
			2,017,105		1,832,747
Less – Treasury shares			(111,051 )		( 111,051 )
Total Shareholders’ Equity			1,906,054		1,721,696
Total Liabilities and Shareholders’ Equity		$	4,983,723	$	4,728,910

Notes 1 to 33 are an integral part of these Consolidated Financial Statements.

Consolidated Balance Sheet

71Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Attributable to

Common

Founder’s

Paid-in

Treasury

Retained

Foreign

Fair value

equity holders

(in thousands)

surplus

earnings

currency (a)

Hedging (a)

(a)

of SNL

Balance, December 1, 2021

58 ,524

195,466

(111,051 )

$ 1,584,978

(162,757)

(18,743 )

(73,502 )

1,472,929

Comprehensive income (loss)

Net profit

–

280,855

–

280,855

Other comprehensive income (loss)

Translation adjustments, net

–

(

65,010)

–

(

65,010)

Remeasurement of post-employment

benefit obligations, net of tax

–

1,718

–

1,718

Fair value adjustment on equity investments

–

67,929

Net gain on cash flow hedges and

reclassifications to income statement,

net of taxes

–

43,628

–

43,628

Total other comprehensive income (loss)

–

1,718

(

65,010)

43,628

67,929

48,2 65

Total comprehensive income (loss)

–

28 2,573

(65, 010)

43,628

67,929

3 29,120

Transactions with shareholders

Cash dividends paid –

$1.50 per Common Share

(

)

–

(

80,286 )

–

(

80,286)

Cash dividends paid –

$0.005 per Founder’s Share

(

–

(

67 )

–

(

67)

Total transactions with shareholders

–

(80,353 )

–

(80,353)

Balance, November 30, 2022

58,52 4

195,466

(111,051 )

$ 1,787,198

(227,767)

24,885

(5,573 )

1,721,696

Comprehensive income (loss)

Net profit

–

296,651

–

296,651

Other comprehensive income (loss)

Transfer related to disposal of equity investmen

–

2 ,327

–

(2,327 )

–

Translation adjustments, net

–

23, 457

–

23,45 7

Remeasurement of post-employment

benefit obligations, net of tax

–

1,5 38

–

1,5 38

Fair value adjustment on equity investments

–

(1,5 95 )

(1, 595)

Net loss on cash flow hedges and

reclassifications to income statement,

net of taxes

–

(15,198 )

–

(15,198)

Total other comprehensive income (loss)

–

3 ,865

23,457

(15,198 )

(3,922 )

8,202

Total comprehensive income (loss)

–

300,516

23,457

(15, 198 )

(3,922 )

3 04,853

Transactions with shareholders

Cash dividends paid –

$2.25 per Common Share

(

)

–

(

120,428 )

–

(

120,428)

Cash dividends paid –

$0.005 per Founder’s Share (c)

–

(67 )

–

(67)

Total transactions with shareholders

–

(120,495 )

–

(120,495)

Balance, November 30, 2023

58,524

$ 195,466

(111,051 )

$ 1,967,219

(204,310)

9,687

(9,495 )

1,906,054

a. Other components of equity on the balance sheet of $204.1 million and $208.5 million at November 30, 2023 and 2022, respectively, are composed of foreign currency, hedging and

fair value.

b. The $80.3 million is the 2021 final and 2022 interim dividends for Common Shares and $0.1 million for Founder’s Shares.

c. The $120.4 million is the 2022 final and 2023 interim dividends for Common Shares and $0 .1 million for Founder’s Shares.

Notes 1 to 33 are an integral part of these Consolidated Financial Statements.

Consolidated Statement of Changes in Shareholders’ Equity

72 Stolt-Nielsen Limited | Annual Report 2023

For the years ended November 30,

(in thousands)

			Notes 2023		2022
Cash generated from operations	32	$	974,343	$	761,425
Interest paid			(109,567 )		(120,515 )
Debt issuance costs			(4,440 )		(8,477 )
Interest received			7,742		4,049
Income taxes paid			(13,682 )		(16,673 )
Net cash generated from operating activities			854, 396		619,809
Cash flows from investing activities
Capital expenditures	14		(259,438 )		(199,429 )
Purchase of intangible assets	16		(8 ,538 )		(3,959 )
Investments in joint ventures and associates	17		(18,175 )		(14,314 )
Proceeds from sales of assets	14		6,333		7,934
Repayment of advances to joint ventures	17		17,994		1,700
Advances to joint ventures			(3,39 9 )		–
Purchase of shares in equity instruments	18		–		(38,081 )
Sale of shares in equity instruments	18		11,798		790
Other, net			(7,72 7 )		420
Net cash used in investing activities			(261,152 )		(244,939 )
Cash flows from financing activities
Decrease in short-term bank loans	23		–		(40 ,000 )
Proceeds from issuance of long-term debt	24		333,840		484,5 33
Repayment of long-term debt	24		(461,745 )		(684,741 )
Principal payments on leases	15		(54,495 )		(51,210 )
Dividends paid	30		(120,495 )		(53,591 )
Net cash used in financing activities			(302,895 )		(345,009 )
Net increase in cash and cash equivalents			290,349		29,86 1
Effect of exchange rate changes on cash and cash equivalents			4,025		(1,588 )
Cash and cash equivalents at beginning of year			152,141		123,8 68
Cash and cash equivalents at end of year		$	446,515	$	152,141

Notes 1 to 33 are an integral part of these Consolidated Financial Statements.

Consolidated Statement of Cash Flows

73Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements

1. General Information

Stolt-Nielsen Limited (the “Company” or “SNL”) and its subsidiaries (collectively, the “Group”), through its divisions, Stolt Tankers,

Stolthaven Terminals and Stolt Tank Containers (“STC”), is engaged in the worldwide transportation, storage and distribution of bulk

liquid chemicals, edible oils, acids, and other specialty liquids. The Group is also engaged in the seafood business, which is carried out

through Stolt Sea Farm (“SSF”), which produces, processes and markets turbot and sole. Furthermore, the Group holds investments

across the bulk-liquid logistics and distribution field with its 8.3% investment in Odfjell SE and 9.4% investment in Ganesh Benzoplast

Limited (“GBL”), liquefied natural gas (“LNG”) through its 47.2% holding of Avenir LNG Limited and its 2.5% holding of Golar LNG Limited

and land-based aquaculture through its 8.3% investment in The Kingfish Company NV (“Kingfish”).

The Company is a limited liability holding company incorporated in Bermuda on June 11, 2010. The Company is listed on the Oslo Stock

Exchange under the ticker symbol SNI and the registered address is Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda, with

the registration number EC 44330.

2. Summary of Significant Accounting Policies

Basis of preparation

The Consolidated Financial Statements of the Group have been prepared using accounting policies consistent with International

Financial Reporting Standards as adopted by the European Union (“IFRS”) and interpretations issued by the IFRS Interpretations

Committee. Accounting policies have been applied on a consistent basis with the prior year, except when new accounting policies

have been adopted.

The Consolidated Financial Statements are prepared and published according to the provisions of Bermuda company law.

The presentation currency used in these Consolidated Financial Statements is the US dollar. The functional currency of the Company

is the US dollar.

Going concern

As part of the going concern valuation, Management considered the following large expenditures that are expected to occur from

December 1, 2023 to March 31, 2025:

• Repayments of long-term debt of $561.5 million through the period which includes a $81.5 million bond repayment in February 2024

and a $236.3 million balloon repayment on the Stolthaven Houston terminal private placement debt (“Houston debt”) in March 2025,

• Capital expenditure commitments of approximately $82.8 million including newbuilding deposits of $41.3 million along with expected

normal capital expenditures,

• Contributions to NYK Stolt Tankers S.A. of approximately $41.3 million for the Group’s share of newbuilding deposits as discussed

in Note 33,

• Payment of approximately $300.0 million related to the 2012 incident on board the MSC Flaminia (“MSC Flaminia Provision”)

as discussed in Note 26 and 29 and

• Routine working capital requirements.

These future expenditures are mitigated by the following:

• At November 30, 2023, the Group had cash and cash equivalents of $446.5 million. This includes $133.0 million of insurance

proceeds received in the fourth quarter of 2023 to be used as partial settlement of the MSC Flaminia legal claim.

• The Group also has an undrawn committed revolving credit facility for $194.6 million with an expiration date in 2028 and a $100.0

million undrawn committed revolving credit facility expiring in December 2024.

• The Group finalised a three-year revolver credit facility for $150.0 million using Sea Farm shares as collateral (“SSF Debt”)

on February 28, 2024. See Note 33, Subsequent Events, for further information.

• The ability of the Group to meet future expenditure requirements is dependent on the timing and quantum of cash flows from

operations. The Group has prepared a detailed cash flow forecast for 2024 and 2025 which shows continued robust cash from

operations. Cash flow forecasts are revised and reviewed by Management monthly and reviewed by the Board of Directors quarterly.

• The Group plans to refinance the Houston Debt when it comes due and there is currently nothing to indicate that this financing

could not be obtained.

• The Group has access to alternative forms of capital such as sale of equity instruments or other assets and the ability to

reduce dividends.

• The Group has performed stress testing by considering various downside scenarios. With the above mitigating factors included,

liquidity remains positive without the Houston Debt refinancing.

74 Stolt-Nielsen Limited | Annual Report 2023

In the opinion of Management the Group has adequate resources to continue in operational existence for the foreseeable future and

to comply with all debt covenants. If for any reason the Group is unable to continue as a going concern, then this could have an impact

on the Group’s ability to realise assets at their recognised values, in particular goodwill and other intangible assets, and to extinguish

liabilities in the normal course of business at the amounts stated in the Consolidated Financial Statements.

Basis of measurement

The Consolidated Financial Statements are prepared on the historical cost basis except for derivative financial instruments, financial

instruments measured at fair value through other comprehensive income, defined benefit plan assets and biological assets, all of which

are stated at their fair value.

Basis of consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists where a parent entity is either exposed to, or has rights to, variable

returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary.

A parent entity has power over the subsidiary when it has existing rights to direct the relevant activities of the subsidiary. The relevant

activities are those that significantly affect the subsidiary’s returns. The ability to approve the operating and capital budget of a

subsidiary, and the ability to appoint key management personnel, are decisions that demonstrate that the Group has existing rights

to direct the relevant activities of a subsidiary. In assessing control, potential voting rights that are currently exercisable or convertible

are taken into account.

The Financial Statements of subsidiaries are included in the Consolidated Financial Statements from the date that control begins

until the date that control ceases. Where necessary, adjustments are made to the Financial Statements of subsidiaries to bring

the accounting policies used in line with those used by the Group. All intra-group transactions, balances, income and expenses

are eliminated in full on consolidation.

Foreign currency

(i) Foreign currency transactions

Separate Financial Statements of the subsidiaries and equity method investees of the Group are presented in the functional currency

of the primary economic environment in which they operate.

Transactions in foreign currencies are translated at the foreign exchange rate prevailing at the date of the transaction. Monetary assets

and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate prevailing at that

date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are not retranslated, while

non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at foreign exchange

rates prevailing at the dates the fair values were determined.

Foreign exchange differences arising on translation are recognised in the income statement, except for those differences arising from

hedging and monetary balances with foreign operations where settlement is not planned and unlikely to occur, which are recorded

in other comprehensive income. Differences related to hedging of operating expenses are recorded in operating expenses.

(ii) Foreign operations

For the purpose of presenting Consolidated Financial Statements, the assets and liabilities of the Group’s foreign operations, including

goodwill and fair value adjustments arising on consolidation, are translated at foreign exchange rates prevailing at the balance sheet

date. The operating revenue and expenses of foreign operations are translated at an average rate for the period where this rate

approximates the foreign exchange rates at the dates of the transactions. The differences are recorded in other comprehensive

income.

Other significant accounting policies

Accounting policies for individual balance sheet and income statement accounts are included in the respective footnotes.

New standards that are not yet effective

There are no standards that are not yet effective that are expected to have a material effect on the Group’s financial statements.

75Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

Accounting policies that became effective during the year

There are no new accounting policies that have become effective during the year that have had a material effect on the Group’s

financial statements.

Critical accounting judgements and key sources of estimation uncertainty

In connection with the preparation of the Consolidated Financial Statements, management has made assumptions and estimates

about future events, and applied judgements that affect the reported amounts of assets, liabilities, operating revenue, expenses and the

related disclosures. The assumptions, estimates and judgements are based on historical experience, current trends and other factors

that management believes to be relevant at the time the Consolidated Financial Statements are prepared. Actual results may differ

from these estimates. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgements

to ensure that the Consolidated Financial Statements are presented fairly and in accordance with IFRS and Bermuda company law,

applied on a consistent basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the

revision affects only that period, or in the period of the revision and future periods if the change affects both as per IAS 8, Accounting

Policies, Changes in Accounting Estimates and Errors.

Critical accounting estimates and judgements are those that have a significant risk of having a material impact on the Consolidated

Financial Statements. Management believes the following areas are the significant judgements and estimates used in the preparation

of the Consolidated Financial Statements:

Critical accounting judgement

Sources of accounting judgement or

Effect if actual results differ

or estimation

estimation uncertainty

from assumptions

Voyage revenue and costs

The Group generates a majority o

its operating

In applying the percentage of

The accrued voyage and prepaid

revenue through its tanker segment from the

completion method, the revenue

voyage expense accounts are used

transportation of liquids by sea and inland

and expenses for voyages still in

to adjust revenues billed and vendor

waterways under contracts of affreightment

progress at the end of the reporting

invoices received to the appropriate

or through contracts on the spot market.

period are estimated and prorated

amounts to be recognised

Tankers recognise the majority of its operating

over the period of the service

based on the percentage of completion

revenue over time on a prorated basis based

provided for each active contract.

method of accounting.

on the time cargo is loaded to its estimated

For each voyage leg, estimates

Management does not believe there

dispatch. When calculating the voyage revenue

are made of revenues and related

would be a material change if the

and costs, this recognition is first based on

costs based on available actual

percentage of completion method was

‘budgeted voyage legs’ that are reviewed and

information, current market

based on full voyages or other criteria,

updated annually. After the voyage legs have

parameters such as fuel cost and

rather than using voyage legs. However,

begun, they are updated for actual results and

customer contract portfolios, and

if actual results are not consistent with

the latest updated estimates.

relevant historical data, such

estimates or assumptions, revenues

as port costs.

or costs may be over or understated.

Revenue and cost estimates are

At November 30, 2023 and 2022,

updated continually throughout the

the accrued voyage expense account

voyage to account for changes in

was $76.8 million and $69.2 million,

voyage patterns, to include the

respectively, of which $47.1 million

most up-to-date data and to finalise

and $41.7 million related to contract

revenues and expenses.

liabilities for unearned revenues.

Prepaid expenses included $29.1

million and $21.6 million of prepaid

invoices for voyages in progress

applicable to periods subsequent

to November 30, 2023 and 2022,

respectively.

76 Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Critical accounting judgements and key sources of estimation uncertainty c

Sources of accounting judgement or

Effect if actual results differ

Critical accounting judgement or estimation

estimation uncertainty

from assumptions

Depreciation and residual values

Ships, barges, tank containers and terminals

In order to achieve component

If the estimated economic useful life

are depreciated on a straight-line basis over

accounting, the Group uses the

has to be reduced in future periods,

their estimated useful lives, after reducing

weighted average useful economic

an impairment loss or additional

for the estimated residual value.

life of the asset. In the case of ships ,

depreciation expense could result.

estimated useful lives of the

Estimated useful lives are based on past

A decrease in the useful life of the ship,

components of the ships range

experience, expected future performance

barge, terminal or tank container or

from an estimated 25 to 30 years.

and management’s estimate of the period over

fall in the residual value would have

However, actual lives of the

which the asset will provide economic benefit.

the effect of increasing the annual

components of ships or barges

depreciation charge and potentially

For ships and barges, residual values are

may be different depending on

resulting in an impairment loss.

estimated based on the steel price, the

many factors such as quality of

estimated light displacement tonnage of

maintenance and repair and the

If the residual value is overestimated,

the fleet and current trends in the price of

type of product carried by the ships

this would reduce the annual

recycling of ships. For the majority of the fleet,

or barges which may result in

depreciation and overstate the value

the steel price used is the average steel price

a shorter or longer life. Future

of the assets.

for the last three years. For ships expected

useful lives could be reduced

See Note 14 for further details.

to be recycled in the next three years, the steel

based on customer preferences,

price at the previous year-end date is used.

new technological advances,

governmental and industry

The evaluation of residual values and

regulations and the effects

estimated useful lives for tank containers

of climate changes.

is based on the steel price of different

grades of steel.

In the case of tank containers,

the estimated useful life ranges

In the case of terminals, the lives of terminals

between 10 and 20 years,

can range up to 40 years and the prices of

depending on the supplier

steel and construction costs can vary across

and the quality of steel used.

different terminals. If there is a material change

in the estimated life of the terminal or price

Residual values are difficult to

of steel, then the estimates are revised.

estimate given the long lives of

ships, barges and tank containers,

Both estimated useful lives and the residual

the uncertainty as to future

values are evaluated annually, and the effect

economic conditions and the

of any change is considered as a revision

price of steel, which is considered

of accounting estimates, and the effect

as the main determinant of the

is reflected in the future depreciation charge.

residual price.

Stolt-NielsenLimited|AnnualReport202377

Notes to the Financial Statements continued

Critical accounting judgements and key sources of estimation uncertainty cc

Sources of accounting judgement or

Effect if actual results differ

Critical accounting judgement or estimation

estimation uncertainty

from assumptions

Review of impairment triggers

Under IAS 36, Impairment of Assets, external

There is significant judgement

If the judgement applied in determining

and internal sources of information are to

required to determine whether

whether there was an impairment

be reviewed for potential triggers of asset

an external or internal trigger

trigger was incorrect or the fact pattern

impairment for each Cash Generating Unit

has been met.

on which it was based changes, this

(“CGU”) in the business segments.

could result in an impairment test being

Uncertainties related to impairment

required and, possibly, an impairment

External triggers include:

triggers include:

being reflected in the Consolidated

• Observable indications of declining value

• Effect of future technological

Financial Statements.

of the CGU beyond normal use.

advances on the value of our

assets.

• Adverse changes in the CGU’s technological,

market, economic or legal environment.

• Determination of the future

effects of climate change

• Increase in market interest rates which would

on asset values.

affect the discount rate used in calculating

the asset’s value in use.

• Effect of current and expected

future changes to the political

• Carrying value of the net assets of the entity

environments in which the

which was more than its market

CGUs operate.

capitalisation.

• Changes in rules and regulations

Internal triggers include:

(for example, taxes on

• Evidence of obsolescence or physical

carbon usage).

damage of the CGU’s assets.

• Effect of market capitalisation,

• Significant adverse changes which have

which has increased from the

changed or will change how the CGU’s assets

prior year but which is still less

are used.

than the net assets of the entity.

• Indications, through review of internal reports ,

• Evaluation of factors related

that the economic performance of a CGU’s

to the discount rate.

assets are or will be worse than expected.

• Other specific risks within each CGU.

At November 30, 2023, the book equity of

the Group was more than its market

capitalisation. However, the market

capitalisation has increased from the prior year.

While the discount rate has increased from prio r

years, no unrecorded impairment was noted

in the prior year, the expected cash flows have

not deteriorated materially nor had any other

external or internal trigger been noted.

Therefore, no further testing was required

for any of the CGUs.

78 Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Critical accounting judgements and key sources of estimation uncertainty c

Sources of accounting judgement or

Effect if actual results differ

Critical accounting judgement

estimation uncertainty

from assumptions

Investments in joint ventures and associates

The Consolidated Financial Statements include

There are a number of areas where

If the judgement applied in determining

the Group’s results and all other entities in

significant judgement is exercised

the accounting treatment of an entity

which the Group has control, except where

to establish whether an entity needs

is incorrect or the fact pattern on which

control over the operations is limited by

to be consolidated or reported

it is based changes, such entities

significant participating interests held by

under the equity method of

may need to be consolidated or

another investor. The Group has $650.2 million

accounting. To establish whether

accounted for as an investment at cost.

in investments in and advances to joint ventures

an entity is a consolidated

For example, it is possible that an

and associates.

subsidiary, a joint venture or an

investment is accounted for as a joint

associate, key areas of judgement

venture or associate using the equity

Determination of whether an entity is an

include:

method despite having an ownership

investment in a joint venture or associate is

interest exceeding 50%, where the

based on certain relevant activities such as

• Qualitative analysis of an entity

investor does not exercise direct

the ability to approve the operating and

including review of, among other

or indirect control over the investee.

capital budgets of an entity and the ability

factors, its capital structure,

To the extent that the Group is deemed

to appoint key management personnel.

contractual terms, key decisions

to control these entities, the entities

requiring unanimous approval,

would have to be consolidated. This

related party relationships and

would affect the balance sheet, income

the design of the entity.

statement, statement of cash flows and

• Rights of partners regarding

debt covenants.

significant business decisions,

See Note 17 for further details.

including disposals

and acquisitions of assets.

• Board and management

representation and ability

to appoint key management

personnel.

• Potential voting rights.

• Ability to make financing

decisions.

• Approval of operating and capital

budgets and contractual rights

of other shareholders.

The exercise of judgement in these

areas determines whether a

particular entity is consolidated

as a subsidiary or accounted

for under the equity method.

Stolt-NielsenLimited|AnnualReport202379

Notes to the Financial Statements continued

Critical accounting judgements and key sources of estimation uncertainty cc

Sources of accounting judgement or estimation

Effect if actual results differ

Critical accounting judgement or estimation

uncertainty

from assumptions

Claims Provisions

The Group is exposed to substantial risks that

The provisions for claims are based on

Amounts ultimately paid for

are inherent in the industries the Company’s

the following key judgements and

losses and legal costs can vary

businesses operate in and which may result

estimations:

significantly from the level of

in third-party claims and increased expenses.

reserves originally set. If the

• Historical trends and patterns

These may include marine disasters, such

judgement applied is incorrect or

of loss payments.

as collisions and other problems involving

changes over time, this could result

the Group’s ships, as well as injuries, death,

• Replacement costs and inflation.

in future losses in the Consolidated

third-party property damage, explosions

• Results of litigation.

Financial Statements.

and other similar circumstances or events.

• Economic location and public

See Note 26 for further details.

For reported claims and incidents, the Group

attitudes.

has established provisions for expected future

• Relevant law and interpretation

losses and legal expenses on third-party

of case law.

claims. At November 30, 2023, Short-term

• Applicable insurance company

and Long-term provisions for claims were

estimates.

$319.4 million, which primarily relates to the

MSC Flaminia Provision.

80 Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Critical accounting judgements and key sources of estimation uncertainty c

Sources of accounting judgement

Effect if actual results differ

Critical accounting judgement or estimation

or estimation uncertainty

from assumptions

Right-of-use assets and Lease liabilities

Key judgements in applying IFRS 16, Leases

In determining the lease term,

If the discount rate were to decrease

(“IFRS 16”) include whether to include extension

management considers all facts

by 1%, the right-of-use asset and lease

options on leases, the discount rate to use to

and circumstances that create an

liability would increase by $14.3 million.

calculate the initial right-of-use asset and lease

economic incentive to exercise

See Note 15 for further details.

liability and determining the portion of lease

an extension option. Extension

payments representing non-lease services.

options are only included in the

lease term if the lease is reasonably

certain to be extended and does

not require the lessor to agree

on new terms.

The discount rate used to calculate

the lease liability is the rate implicit

in the lease, if it can be readily

determined, or the lessee’s

incremental borrowing rate if not.

As the rates implicit in the leases

are not known, management uses

the Group’s incremental borrowing

rate for all leases. The incremental

borrowing rate is determined based

on a series of inputs including: the

risk free rate based on government

bond rates; a country-specific

risk adjustment; a credit risk

adjustment; and an entity-specific

adjustment where the entity risk

profile is different to that of

the Group.

For time charters of a ship, the time

charter payment must be split

between the lease of a specific ship

and the cost for crew, maintenance

and other operating expenses.

The Group has based the non-lease

component on the cost to perform

the same work for ships of similar

classes as the ship under contract.

Stolt-NielsenLimited|AnnualReport202381

Notes to the Financial Statements continued

3. Business and Geographic Segment Information

The Group has five reportable segments: Tankers, Terminals, Tank Containers, Stolt Sea Farm and Stolt-Nielsen Gas. The nature of

these segments is described in Note 1. Reportable segments are defined as components of an enterprise for which separate financial

information is available that is evaluated regularly by the chief operating decision makers in deciding how to allocate resources and

in assessing performance. The Company’s Executive Management team has been identified as the chief operating decision makers

as they direct the allocation of resources to operating segments based on the net profit (loss) of each respective segment.

The Corporate and Other category includes corporate-related items, such as profit sharing and long-term incentive expenses for the

Group, and the results of other insignificant operations not reportable under other segments.

The basis of measurement and accounting policies of the reportable segments are the same as those described in Note 2 and in the

footnotes that support the financial statements. Inter-segment sales and transfers are not significant and have been eliminated and

not included in the following table. Indirect costs and assets have been apportioned between the segments of the Group on the basis

of corresponding direct costs and assets.

The following tables show the summarised financial information, in US thousand dollars, for each reportable segment:

For the year ended and as of					Tank		Stolt Sea		Stolt-Nielsen		Corporate
November 30, 2023	Tankers		Terminals		Containers		Farm		Gas		and Other	Total
Operating revenue	$ 1,709,839	$	299,815	$	699,504	$	110,831	$	—	$	229	$ 2,820,218
MSC Flaminia provision	—		—		(155,000 )		—		—		—	(155,000)
Depreciation and amortisation	(160,410 )		(64,101)		(53,571)		(8,592)		—		(5,647 )	(292,321 )
Share of profit (loss) of joint ventures
and associates	44,214		25,922		1,989		—		(9,860 )		—	62,265
Operating profit (loss)	371,076		104,968		(37,831 )		24,352		(10,396 )		(32,522 )	419,647
Finance expense (a)	(60,900 )		(40,664 )		(15,886)		(3,830 )		(6,058 )		6,982	(120,356)
Finance income	393		261		530		—		—		6,558	7,742
Profit (loss) before income tax	309,216		64,445		(56,489 )		20,054		(15,085 )		(12,707 )	309,434
Income tax (expense) benefit	(3,816 )		(14,432)		18,089		(5,065)		—		(7,559 )	(12,783 )
Net profit (loss)	305,400		50,013		(38,400 )		14,989		(15,085 )		(20,266 )	296,651
Balance Sheet
Capital expenditures (b)	102,283		76,320		68,154		17,573		—		5,772	270,102
Investments in and advances to j oint ventures and associates	237,940		308,268		27,853		—		76,102		—	650,163
Intangible assets and goodwill	10,489		1,584		18,730		317		—		9,163	40,283
Segment assets	2,117,714		1,387,962		666,447		153,711		133,889		524,000	4,983,723

a. Interest is allocated to the business segments based on the average interest rate of the Group times a percentage of each segment’s net asset base.

b. Capital expenditures include additions to property, plant and equipment, net of grant receipts, drydocking, ship deposits and intangible assets other than goodwill. Capital expenditures

do not include capitalised right-of-use assets.

82 Stolt-Nielsen Limited | Annual Report 2023

For the year ended and as of					Tank		Stolt Sea		Stolt-Nielsen		Corporate
November 30, 2022	Tankers		Terminals		Containers		Farm		Gas		and Other		Total
Operating revenue	$ 1,497,108	$	276,177	$	894,647	$	102,688	$	–	$	1,223	$	2,771,843
Depreciation and amortisation	(158,399 )		(62,784 )		(47,290 )		(7,813 )		–		(5,837)		(282,123 )
Share of profit (loss) of joint ventures
and associates	30,001		25,111		1,470		–		(2,619 )		–		53,963
Operating profit (loss)	205,124		89,208		172,728		19,544		(3,028 )		(36,044)		447,532
Finance expense (a)	(55,305 )		(36,957 )		(14,144 )		(3,501 )		(5,638 )		(18,243)		(133,788 )
Finance income	432		313		668		–		–		2,566		3,979
Profit (loss) before income tax	149,562		51,896		156,681		15,875		(8,635 )		(56,460)		308,919
Income tax expense	(3,311 )		(6,731 )		(12,500 )		(4,872 )		–		(650)		(28,064 )
Net profit (loss)	146,251		45,165		144,181		11,003		(8,635 )		(57,110)		280,855
Balance Sheet
Capital expenditures (b)	99,384		68,377		28,830		5,356		–		5,906		207,853
Investments in and advances
to joint ventures and associates	234,137		281,141		25,865		–		81,801		–		622,944
Intangible assets and goodwill	6,223		1,882		15,879		240		–		11,655		35,879
Segment assets	2,114,816		1,328,731		624,689		130,247		160,944		369,483		4,728,910

a. Interest is allocated to the business segments based on the average interest rate of the Group times a percentage of each segment’s net asset base. It also includes the Loss on early

extinguishment of debt.

b. Capital expenditures include additions to property, plant and equipment, net of grant receipts, drydocking, ship deposits and intangible assets other than goodwill. Capital expenditures

do not include capitalised right-of-use assets.

The following table sets out operating revenue by country for the reportable segments. Tankers, Terminals and Tank Containers’

operating revenue is allocated on the basis of the country in which the cargo is loaded. SSF operating revenue is allocated on the basis

of the country in which the sale is generated.

83Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

		For the years ended November 30,
(in thousands)			2023	2022
Operating Revenue:
Tankers:
US	$	$	533,074	484,429
South America			94,878	37,398
The Netherlands		116,445		101,26 4
Belgium			66,484	72,356
Other Europe			92,750	82,902
South Korea			63,001	54,449
Malaysia			87,340	73,543
Indonesia		142,238		72,896
China		101,708		96,852
Other Asia			71,394	105,389
Saudi Arabia		112,654		82,839
Qatar			56,025	39,091
Other Middle East			91,406	113,532
Africa			67,224	77,602
Other			13,218	2,566
	$	$	1,709,839	1,497,108
Terminals:
US	$	$	176,631	164,742
Singapore			42,263	40,109
Australia and New Zealand			19,612	16,480
Brazil			25,449	22,743
United Kingdom			21,314	19,640
The Netherlands			14,546	12,463
	$	$	299,815	276,177
Tank Containers:
US	$	$	135,233	144,087
South America			39,891	48,575
France			54,044	75,19 4
The Netherlands			43,186	54,697
Ital y			24,168	30,489
German y			16,250	24,233
Other Europe			35,212	50,001
Singapore			81,602	117,189
Japan			24,521	39,701
China		114,302		161,799
India			27,043	40,950
Other Asia			39,497	60,870
Middle East			22,623	25,735
Other			41,932	21,127
	$	$	699,504	894,647
Stolt Sea Farm:
US	$	$	7,097	6,199
Spain			40,420	38,368
France			16,798	15,808
Ital y			17,398	16,36 4
German y			5,943	4,519
Other Europe			22,789	21,106
Other			386	324
	$	$	110,831	102,688

84 Stolt-Nielsen Limited | Annual Report 2023

There were no customers of Tankers, Terminals, Tank Containers or SSF segments that accounted for more than 10% of the

consolidated operating revenue for the years ended November 30, 2023 and 2022.

The following table sets out the key elements of sources of operating revenue:

For the year ended November 30, 2023						Tank
(in thousands)		Tankers		Terminals		Containers		Stolt Sea Farm		Other		Total
Operating revenue recognised over time:
Freight revenue	$	1,473,908	$	–	$	506,264	$	–	$	–	$	1,980,172
Storage and throughput revenue		–		202,310		–		–		–		202,310
		1,473,908		202,310		506,264		–		–		2,182,482
Operating revenue recognised at a point in time:
Demurrage, bunker surcharge and ancillary
revenue		235,931		–		193,240		–		–		429,171
Turbot and sole		–		–		–		110,831		–		110,831
Railcar revenue		–		22,480		–		–		–		22,480
Utility revenue		–		30,840		–		–		–		30,840
Dock, product handling and other revenue		–		44,185		–		–		229		44,414
		235,931		97,505		193,240		110,831		229		637,736
	$	1,709,839	$	299,815	$	699,504	$	110,831	$	229	$	2,820,218

For the year ended November 30, 2022						Tank
(in thousands)		Tankers		Terminals		Containers		Stolt Sea Farm		Other		Total
Operating revenue recognised over time:
Freight revenue	$	1,226,124	$	–	$	679,787	$	–	$	–	$	1,905,911
Storage and throughput revenue		–		183,205		–		–		–		183,205
		1,226,124		183,205		679,787		–		–		2,089,116
Operating revenue recognised at a point in time:
Demurrage, bunker surcharge and ancillary
revenue		270,984		–		214,860		–		–		485,844
Turbot and sole		–		–		–		102,688		–		102,688
Railcar revenue		–		24,595		–		–		–		24,595
Utility revenue		–		29,037		–		–		–		29,037
Dock, product handling and other revenue		–		39,340		–		–		1,223		40,563
		270,984		92,972		214,860		102,688		1,223		682,727
	$	1,497,108	$	276,177	$	894,647	$	102,688	$	1,223	$	2,771,843

The following table sets out non-current assets excluding long-term deferred income tax assets and long-term pension assets by

country for the reportable segments. Non-current assets include property, plant and equipment, right-of-use assets, intangible assets,

investments in and advances to joint ventures and associates, investment in equity and debt instruments and certain other non-current

assets.

Non-current assets by country are only reportable for the Terminals and Stolt Sea Farm operations. Stolt Tankers, Stolt Tank Containers

and Stolt-Nielsen Gas operations operate on a worldwide basis and are not restricted to specific locations. Accordingly, it is not possible

to allocate the assets of these operations to specific countries. The total net book value of non-current assets for Tankers amounted to

$1,812.4 million and $1,845.5 million at November 30, 2023 and 2022, respectively. For Stolt Tank Containers, the total net book value

of non-current assets amounted to $482.9 million and $424.3 million at November 30, 2023 and 2022, respectively. For Stolt-Nielsen

Gas, the net book value of non-current assets amounted to $123.3 million and $153.5 million for the years ended November 30, 2023

and 2022, respectively.

85Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

		As of November 30,
(in thousands)			2023	2022
Non-current Assets:
Terminals:
US	$	$	440,126	442,955
The Netherlands		54,772		56,149
Singapore		196,458		205,192
Australia and New Zealand		145,747		145,057
United Kingdom		118,727		89,512
Brazil		49,892		43,719
South Korea		123,738		117,423
Belgium		115,879		107,311
China		35,707		37,199
Taiwan		24,309		12,787
Other		9,834		7,921
	$	$	1,315,189	1,265,225
Stolt Sea Farm:
Spain	$	$	48,847	38,008
Norway			812	861
Portugal		12,924		9,211
Iceland		9,581		10,236
France		1,263		1,377
	$	$	73,427	59,693

The Group has no material operating revenue or non-current assets in Bermuda, its country of domicile.

4. Operating Revenue

Accounting policy

Operating revenue is recognised when performance obligations are met, which transfer the control of goods or provide services to the

customer, at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services,

net of discounts and sales taxes.

Costs to obtain a contract are immediately expensed when the related revenue is expected to be recognised within one year.

(i) Tankers

Operating revenue is recognised upon delivery of services in accordance with the terms and conditions of the contract of affreightment

or spot contract and such services are performed over time. For voyages in progress at the end of a period, the uncertainty and the

dependence on estimates are greater than for finalised voyages. The Group recognises a percentage of the estimated revenue for the

voyage equal to the percentage of the estimated duration of the voyage completed at the balance sheet date. Demurrage and other

revenues are uncertain elements of revenue and are recognised when incurred and generally invoiced at the end of the month.

The Group operates the Stolt Tankers Joint Service (the “Joint Service”), an arrangement in which the Group acts as the principal for the

delivery of services and provides the coordinated marketing, operation and administration of deep-sea intercontinental parcel tankers

owned or chartered by the Group. As the Group acts as the principal in the arrangement, all revenue relating to the Joint Service is

recognised on a gross basis in the income statement. Certain ships that are not owned by the Group are time chartered by the Group from

participants in the Joint Service. The time charter expense is calculated based upon the combined operating revenue of the ships which

participate in the Joint Service less combined voyage expenses, overhead costs, and commissions to outside brokers and upon each

ship’s cargo capacity, its number of operating days during the period, and its assigned earnings factor.

(ii) Terminals

Tank storage rentals, including minimum guaranteed throughputs, are recognised over the contractual period during which the services

are rendered. These charges are mostly due at the beginning of the month to which such charges relate. Operating revenue from

additional throughput fees, ancillary fees, and railcar storage, loading, switching and other fees based on actual usage are recognised

at the point in time when those services are delivered.

86 Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

(iii) Tank Containers

Transportation revenue is recognised upon delivery of services in accordance with the agreement with customers and is recognised over

time using a measure of progress. For tank container movements in progress at the end of a period, the uncertainty and the dependence

on estimates are greater than for finalised movements. The Group recognises a percentage of the estimated revenue for the movement

using the percentage of effort (‘input method’) required at origin and destination. Demurrage and other revenues are uncertain elements

of revenue and are recognised when incurred and generally invoiced at the end of the month.

(iv) SSF

Operating revenue is recognised when performance obligations are satisfied by transferring control of a good or service to the customer.

Where the terms of sale are free on board, operating revenue is recognised on dispatch of products to the customer. Operating revenue

is recognised on delivery where the terms of sale include costs, insurance, freight and destination duty paid. The amount recorded

as revenue includes all amounts recognised according to the terms of sale, including shipping and handling costs billed to customers,

and after deductions for claims or returns of goods, rebates and allowances against the price of goods.

An analysis of the Group’s operating revenue for the year (excluding finance income – see Note 8), is as follows:

			For the years ended November 30,
(in thousands)		2023		2022
Operating revenue from the rendering of services	$	2,709,387	$	2,669,155
Operating revenue from the sale of goods		110,831		102,688
	$	2,820,218	$	2,771,843

Operating revenue generated by the Joint Service in Tankers under contracts of affreightment was approximately 51% and 55% of the

Joint Service’s total revenue for the years ended November 30, 2023 and 2022, respectively. All other revenue generated is from spot

contracts.

Payment terms generally do not have a financing element. Variable consideration is limited to that related to variable costs which

are contractually passed on to the customer and uncertain revenues such as demurrage.

5. Operating Expenses

Accounting policy

(i) Tankers

Tankers operating expenses include costs directly associated with the operation and maintenance of the parcel tankers and barges.

These types of costs include time charter costs, the service element of leases, bunker fuel costs, port costs, manning costs (for example,

ship personnel and benefits), sublet costs, repair and maintenance of tankers, commission expenses, barging and trans-shipment costs,

canal transit costs, insurance premiums and other ship-owning expenses (for example, agency fees, provisions, ship supplies, cleaning,

cargo survey costs and foreign exchange hedging costs).

(ii) Terminals

Operating expenses of Terminals consist of costs directly associated with the operation and maintenance of the terminals. These types

of costs include labour and employee benefit costs, utilities, rail car hire expenses, real estate taxes for sites, maintenance and repair

costs, regulatory expenses, disposal costs, storage costs and other operating expenses (for example, insurance, survey costs, cleaning,

line haul, rail costs and tank car hire costs).

(iii) Tank Containers

Operating expenses of Tank Containers consist of costs directly associated with the operation and maintenance of the tank containers.

These types of costs include ocean and inland freight charges, short-term tank rental expenses, cleaning and survey costs, additional

costs (services purchased and charged through to customers), maintenance and repair costs, storage costs, insurance premiums and

other operating expenses (for example, depot expenses, agency fees and refurbishing costs).

(iv) SSF

SSF operating expenses include production cost of goods sold (‘PCOGS’), which are costs incurred for the production of juvenile fish and

the subsequent growing of juvenile fish into adult fish ready for market. These PCOGS include costs to produce eggs for fertilisation,

onsite labour/personnel costs, feed costs, energy costs, contract grower fees, repair and maintenance costs, oxygen costs and veterinary

fees. Other costs included within operating expenses are costs of fish purchased from third parties, freight costs to customers, all primary

and secondary processing and packaging costs, distribution and handling costs, storage, import duties, inventory write downs, mortality

losses and fair value movements.

Stolt-NielsenLimited|AnnualReport202387

Notes to the Financial Statements continued

Operating expenses comprised the following:

			For the years ended November 30,
(in thousands)		2023		2022
Bunker fuel costs	$	334,802	$	379,310
Charter and lease expenses		303,084		234,435
Ocean and inland freight charges		250,153		405,687
Operating employees’ benefit expenses		212,555		199,896
Port charges		179,546		159,540
Maintenance and repairs		69,678		59,611
Cleaning costs		45,409		42,004
Tank container ancillary billable costs		46,950		56,297
Repositioning of tank containers		38,486		34,015
Ship supplies and provisions		33,858		31,666
Storage and other tank container move-related costs		29,246		27,714
Facilities and utilities		33,069		32,360
Expenses related to biological assets		38,245		23,831
Commissions		35,339		28,111
Insurance		24,384		32,950
Service element of leases		19,891		19,529
Voyage costs		12,172		16,851
Barging and trans-shipments		5,423		12,014
Owning costs		7,700		9,687
Packing expenses		6,376		7,937
Regulatory costs		7,769		4,385
Rail expenses		6,106		6,269
Sublet expenses		5,487		8,778
Purchase of biological assets		1,768		7,264
Biological assets market valuation adjustment		(3,914 )		974
Other expenses		2,211		10,493
Total operating expenses	$	1,745,793	$	1,851,608
Legal claims provision (see Note 26)	$	155,000	$	–

An analysis of administrative and general expenses is as follows:

			For the years ended November 30,
(in thousands)		2023		2022
Administrative and general employees’ benefit expenses	$	213,641	$	197,232
Information systems		16,869		14,958
Professional fees		12,281		9,918
Travel and entertainment expenses		7,620		5,567
Office expenses		7,314		5,726
Legal fees		2,455		3,282
Management fee to joint venture		2,613		1,928
Investor relations and publicity		2,433		1,441
Communication expenses		1,101		961
Office lease expenses		1,305		1,191
Board fees and expenses		1,803		908
Bank non-interest fees		1,602		1,768
Other		2,375		4,142
Total administrative and general expenses	$	273,412	$	249,022

88 Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

An analysis of employee benefit expenses included in operating expenses and administrative and general expenses is as follows:

			For the years ended November 30,
(in thousands, except employee data)		2023		2022
Salaries	$	282,808	$	269,383
Profit sharing and long-term incentive programmes		38,845		34,921
Social security expenses		23,568		20,694
Pension expenses for defined contribution plans (Note 25)		20,990		20,451
Temporary and contract employees		14,739		10,420
Travel of seafarers and relocation		13,804		14,999
Medical and life insurance		12,155		11,280
Training		7,733		5,652
Expatriate expenses		1,401		1,212
Pension expenses for defined benefit plans and post-retirement benefit plan (Note 25)		906		1,120
Other benefits		9,247		6,996
Total employee benefit expenses	$	426,196	$	397,128
Average number of employees:
Tankers*		4,632		4,652
Tank Containers		823		805
Terminals		627		607
Stolt Sea Farm		522		494
Other		78		65
Total average number of employees		6,682		6,623

* Including seafarers working on joint venture or third-party ships.

6. Auditors’ Remuneration

The analysis of auditors’ remuneration is as follows:

		For the years ended November 30,
(in thousands)			2023	2022
Fees payable to the Group auditors and associates for the audit of the Consolidated Financial
Statements and subsidiary statutory audits	$	$	3,006	2,832
Fees payable to the Group auditors and associates for other services as detailed below			296	286
Total fees	$	$	3,302	3,118
Tax services	$	$	27	43
Half-year reviews			120	100
Other			149	143
Total non-audit fees	$	$	296	286

The audit and non-audit fees relate to PricewaterhouseCoopers LLP and its associate firms.

Stolt-NielsenLimited|AnnualReport202389

Notes to the Financial Statements continued

7. Gain on Disposal of Assets, net

Gain (loss) on disposal of assets, net, comprised the following:

			For the years ended November 30,
(in thousands)		2023		2022
Gain on sale of ships	$	2,994	$	4,549
Gain on sale of tank containers		923		1,329
Gain on sale of fixed asset investments		–		704
Loss on sale of other assets		(311 )		(1,020 )
	$	3,606	$	5,562

During 2023, gain on sale of ships includes $3.0 million on the sale of Stolt Guillemot.

During 2022, gain on sale of ships includes $2.9 million on the recycling of Stolt Groenland and $1.6 million on the sale of Stolt Shearwater.

8. Finance Expenses and Income

Accounting policy

(i) Finance expenses

Finance expenses are recognised in the income statement as they accrue, using the effective interest method.

For finance leases, lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance

charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance

of the liability.

(ii) Finance income

Finance income is recognised in the income statement as it accrues, using the effective interest method.

		For the years ended November 30,
(in thousands)			2023	2022
Finance expense on debt
Interest on loans	$	$	107,856	101,831
Amortisation of debt issuance costs			5,287	7,585
Realised gain on interest rate swaps (Note 22)		(6,434 )		(532 )
Commitment fees			2,577	3,749
Other interest expense			1,211	406
Total interest expense		110,497		113,039
Less interest capitalised to property, plant and equipment		(1,530 )		(851 )
	$	$	108,967	112,188

Loss on early extinguishment of debt
Debt issuance costs and fees on early extinguishment of the Export-Import Bank of China (“CEXIM”) and
Standard Chartered Bank debt	$	–	$	11,149

Finance expense on lease liabilities
Interest on lease liabilities	$	11,389	$	10,451

Finance income
Interest from joint ventures	$	872	$	1,911
Interest on bank deposits		6,412		1,869
Other		458		199
	$	7,742	$	3,979

The average interest rates used to capitalise interest to property, plant and equipment were 5.5% and 5.1% for 2023 and 2022, respectively.

90 Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

9. Income Tax

Accounting policy

Income tax represents the sum of current tax and deferred tax. Income tax is recognised in the income statement except to the extent that

it relates to items recognised directly in equity or other comprehensive income, in which case the tax treatment follows the accounting

treatment for the underlying item.

Current tax is the sum of tax payable in respect of the taxable profit for the current year and any adjustment to tax payable in respect of

previous years. Taxable income differs from profit as reported in the income statement because it excludes items of income or expense

that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for current tax is calculated

using tax rates that have been enacted or substantively enacted by the balance sheet date.

The Group operates in many territories with complex and varied tax systems. Management exercises judgement in relation to the level

of provision required in respect of uncertain tax positions. For positions not agreed with tax authorities where different interpretations

of legislation could lead to a range of outcomes, judgements are made for each position considering particular circumstances and advice

obtained.

Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and

liabilities for financial reporting purposes and the corresponding amounts used in the calculation of taxable income. The following

temporary differences are not provided for: the initial recognition of goodwill for which no tax deduction is available; the initial recognition

of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and differences relating to

investments in subsidiaries and joint ventures if it is probable that the temporary difference will not reverse in the foreseeable future and

the Group can control the reversal. The amount of deferred tax provided is based on the expected manner of realisation or settlement

of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and recognised only to the extent that it is probable

that sufficient future taxable income will be available to allow the asset to be utilised based on Board-approved budgets and up-to-date

expectations of future trading. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off and where

the balances relate to the same taxation authority. Current tax assets are set off against current tax liabilities when they relate to income

taxes levied by the same taxation authority. The Group intends to settle its current tax assets and liabilities on a net basis. The Company

is incorporated in Bermuda, which is a non-taxable jurisdiction for the years ended November 30, 2023 and 2022.

The following tables present the components of the income tax expense for the years ended November 30, 2023 and 2022:

				For the years ended November 30,
(in thousands)		2023		2022
Current income tax expense	$	21,152	$	15,683
Adjustments in respect of prior years		(4,815)		734
		16,337		16,417
Deferred income tax (benefit) expense		(2,287)		10,883
Adjustments in respect of prior years		(1,267)		764
		(3,554)		11,647
Total income tax expense	$	12,783	$	28,064

Stolt-NielsenLimited|AnnualReport202391

Notes to the Financial Statements continued

The following reconciles the actual income tax expense to income taxes computed at the Bermuda statutory tax rate of nil:

				For the years ended November 30,
(in thousands)		2023		2022
Profit before income tax expense	$	309,434	$	308,919
Tax at the Bermuda statutory tax rate		–		–
Differences between the Bermuda and other tax rates		130,673		101,816
Non-taxable income and disallowed expenses		(112,975 )		(80,778 )
Provision for uncertain tax positions, net of releases		10,877		2,712
Changes in the recognition of tax losses		(553 )		2,006
Adjustments in respect of prior years		(3,559 )		1,498
Other differences, net		(11,680 )		810
Total income tax expense	$	12,783	$	28,064

The non-taxable income arises because substantially all of the Group’s international tanker operations are carried out in subsidiaries

incorporated in the Netherlands, which imposes income tax on a fixed profit calculated by reference to the deadweight tonnage of the

ships in the fleet rather than on the operating profits of the business. The Group incurred tonnage tax in the Netherlands of $0.6 million

and $0.5 million for the years ended November 30, 2023 and 2022, respectively, which is included in Other operating expense.

The following are the major deferred tax (liabilities) assets recognised and the movement thereon:

(in thousands)

		Accelerated tax	Retirement benefit
		depreciation	obligations		Tax losses		Derivatives		Other		Total
Balance, December 1, 2021	$	(89,226 ) $	5,909	$	26,283	$	582		$	(2,335 ) $		(58,787)
(Charge) credit to income statement		(127 )	55		(11,914 )		–		339		(11,647)
Charge to Other comprehensive income		–	(2,993 )		–		(1,128)		(884 )		(5,005)
Exchange differences		808	(119 )		(342)		–		348		695
Balance, November 30, 2022	$	(88,545 ) $	2,852	$	14,027	$	(546) $		(2,532 ) $		(74,744)
(Charge) credit to income statement		(1,625 )	(368 )		3,220		–		2,327		3,554
Credit (charge) to Other comprehensive income		–	(343 )		–		1,169		–		826
Reallocations		2,384	(3,278 )		–		–		492		(402)
Exchange differences		(465 )	–		(9 )		(3)		(129 )		(606)
Balance, November 30, 2023	$	(88,251 ) $		(1,137 ) $	17,238	$	620	$	158	$	(71,372)

92 Stolt-Nielsen Limited | Annual Report 2023

Certain deferred tax assets and liabilities have been offset when there is a legally enforceable right to set off. The following is the

analysis of the deferred tax balances (after offset) for financial reporting purposes:

			As of November 30,
(in thousands)		2023	2022
Deferred tax liabilities	$	(90,516 ) $	(80,232 )
Deferred tax assets		19,144	5,488
	$	(71,372 ) $	(74,744 )

The following is an analysis of the deferred taxes as of November 30, 2023 that are expected to be recovered or settled less than and

more than twelve months after November 30, 2023:

		Less than 12	More than 12
(in thousands)		Months	Months	Total
Deferred tax liabilities	$	(1,719 ) $	(88,797 ) $	(90,516)
Deferred tax assets		266	18,878	19,144
	$	(1,453 ) $	(69,919 ) $	(71,372)

As of November 30, 2023, the Group has recognised deferred tax assets on unused national corporate tax losses of $115.9 million

(2022: $62.4 million) and unused regional tax losses of $54.3 million (2022: $30.2 million) available for offset against future profits.

A deferred tax asset of $18.6 million at November 30, 2023 (2022: $24.0 million) has not been recognised in respect of losses carried

forward at the balance sheet date of $69.3 million (2022: $25.8 million). These losses have arisen in Group companies where profits

are not forecast for the foreseeable future.

Deferred income tax liabilities of $14.6 million at November 30, 2023 (2022: $12.3 million) have not been recognised for the withholding

tax and other taxes that would be payable on the undistributed earnings of certain subsidiaries. Such amounts are considered

permanently reinvested, which means that the deferred income tax liabilities will not be realised in the foreseeable future. Undistributed

earnings totalled $3.9 billion at November 30, 2023 (2022: $4.0 billion).

The Group’s income tax provisions are made in line with Group accounting policy. However, amounts asserted by tax authorities could

be greater or less than the amounts accrued and reflected in the Group’s consolidated balance sheet. Accordingly, provisions have been

made to reflect uncertainties in tax positions. Provisions made for uncertain tax positions may be revised in future periods as underlying

matters are resolved or as they develop.

During 2021, the Organisation for Economic Co-operation and Development published a framework for the introduction of a global

minimum effective tax rate of 15%, applicable to large multinational groups (‘Pillar II’). During 2023, several of the territories in which

the Group operates, including the Netherlands and the United Kingdom, introduced the legislation giving effect to this framework.

The Group continues to review legislation and further developments in this area to understand any potential impacts. Based on current

legislation, we expect this framework to apply to the Group with effect from December 1, 2024. On May 23, 2023, the IASB issued

International Tax Reform – Pillar II Model Rules – Amendments to IAS12 to clarify the application of IAS12 Income Taxes. This included

a mandatory temporary exception to the accounting for deferred income taxes arising from the implementation of the Pillar II rules

(including Qualifying Domestic Minimum Top-Up Tax) which the Group is applying.

On December 8, 2023, Bermuda introduced the Corporate Income Tax Act 2023 which effectively levies a corporate income tax of

15% on Bermuda businesses that are part of Multinational Enterprise Groups with annual revenue in excess of €750 million. This will

apply to the Group from December 1, 2025 and we are currently assessing the impact this will have on the Group, which will be reported

on during 2024.

93Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

10. Cash and Cash Equivalents

Accounting policy

Cash and cash equivalents comprise cash balances and short-term time deposits with an original duration of less than three months,

which are subject to an insignificant risk of changes in value.

		As of November 30,
(in thousands)		2023		2022
Cash deposit	$	176,780	$	71,040
Short-term time deposits		269,735		81,101
Cash and cash equivalents	$	446,515	$	152,141

Cash and cash equivalents comprise cash and short-term time deposits held by the Group.

11. Receivables, Net

Accounting policy

Trade and other receivables are recognised initially at transaction price and are subsequently stated at amortised cost, less allowances

for expected credit losses. The Group measures the loss allowance for trade receivables at an amount equal to the lifetime expected credit

losses. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to its

recognised amount is recognised as an impairment loss or a reversal of an impairment loss in the income statement. Trade and other

receivables are written off (either partially or in full) when there is no reasonable expectation of recovery.

Contract assets represent the right to receive consideration for goods or services transferred to the customer. If the Group partially

satisfies its performance obligations by transferring goods or services to a customer before the customer pays consideration or before

payment is due, a contract asset is recognised for the earned consideration that is conditional on further performance obligations being

satisfied.

A trade receivable represents the Group’s right to an amount of consideration where all performance obligations have been satisfied.

Accrued revenue are trade receivables which have not yet been invoiced to customers.

Expected credit losses on trade receivables are calculated by using the provision matrix approach. The provision matrix is determined

based on historical observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates.

Provision for expected credit losses is made when the Group does not expect to collect all amounts due. Changes in estimation basis or

in economic conditions could lead to a change in the level of provision recorded and, consequently, on the charge or credit to profit or loss.

Impairment on receivables is measured as lifetime expected credit losses.

			As of November 30,
(in thousands)		2023		2022
Customer trade receivables	$	319,826	$	347,457
Contract assets		14,124		15,433
Receivable from Deltech Corporation (“Deltech”) (see Note 19)		13,000		–
Accrued revenue		7,831		7,556
Insurance receivable		1,241		–
Interest		536		1,464
Other		6,039		3,438
		362,597		375,348
Allowance for impairment on customer trade and accrued receivables		(21,278 )		(21,618 )
Receivables, net	$	341,319	$	353,730

Decrease in customer trade receivables is due to lower prices at STC. See Note 21 for an analysis of the credit risk of receivables.

94 Stolt-Nielsen Limited | Annual Report 2023

Contract assets

A contract asset has been recorded for STC’s transportation revenue which has been earned but not yet invoiced. Contract assets

are typically invoiced within a month of any accrual.

			2023				2022
(in thousands)		<1 year		>1 year		<1 year		>1 year
Balance, December 1	$	15,433	$	–	$	15,068	$	–
Transfer to trade receivables		(507,573)		–		(679,422)		–
Revenue recognised (current year performance obligations)		506,264		–		679,787		–
Balance, November 30	$	14,124	$	–	$	15,433	$	–

Accounting policy

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in, first-out principle

and includes expenditures incurred in acquiring the inventories and bringing them to their existing location and condition.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and

selling expenses.

The cost of items transferred from biological assets to inventory is the fair value less costs to sell at the date of harvest.

Inventories as of November 30, 2023 and 2022 consisted of the following:

November 30, 2023
(in thousands)		Terminals		SSF		Other		Total
Raw materials	$	–	$	261	$	107	$	368
Consumables		576		–		1,768		2,344
Finished goods		–		5,678		–		5,678
	$	576	$	5,939	$	1,875	$	8,390

November 30, 2022
(in thousands)		Terminals		SSF		Other		Total
Raw materials	$	–	$	292	$	93	$	385
Consumables		518		–		1,906		2,424
Finished goods		–		7,373		–		7,373
	$	518	$	7,665	$	1,999	$	10,182

The cost of inventory included in operating expenses in 2023 and 2022 was $59.3 million and $50.2 million for Stolt Sea Farm,

$7.9 million and $7.8 million for Stolt Tank Containers and nil and $0.1 million for Stolthaven Terminals, respectively. No inventory

was written down in the years ended November 30, 2023 and 2022. Bunkers of $43.9 million and $45.1 million were included in prepaid

expenses at November 30, 2023 and 2022, respectively.

12. Inventories, Net

95Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

Accounting policy

Biological assets primarily comprised turbot and sole, which include fish with and without an active market for sale (‘mature’ and ‘juvenile’

fish), which are farmed by the Group.

Turbot is considered ‘mature’ when it weighs more than 300 grams, while juvenile turbot weighs less than 300 grams. Sole is considered

mature at 200 grams. All mature turbot and sole are held at fair value less costs to sell and costs related to packaging. Gains and losses

from changes in fair value are recognised in the income statement. Fair value is determined on the basis of quoted prices in the principal

market for the fish, where such information is available. The fair value adjustment on biological assets has no cash impact and does

not affect the result of operations before unrealised fair value adjustments.

Juvenile turbot and sole are carried at cost less provision for impairment, as management does not believe that reliable fair values exist.

This approach is used to measure juvenile turbot and sole for the following reasons:

• There is no active market for juvenile turbot or sole.

• A non-active market price based on discounted cash flows requires a number of variables and assumptions which historically cannot

be reliably determined. Key variables and assumptions for turbot and sole include mortality rate, time to maturity, rate of growth

and market price at the point of harvest. Given the specific circumstances for juvenile assets, any assumptions are subjective.

• The extent of these uncertainties also results in difficulty in determining the appropriate discount rate.

A fair value adjustment is made at the point when previously juvenile turbot and sole is considered to mature. These fair value adjustments

are recognised in the income statement.

After harvest, the produce from harvest is treated as inventory and the fair value at the point of harvest is treated as the cost of the inventory.

Biological assets in the balance sheet

		As of November 30,
(in thousands)		2023		2022
Turbot and sole	$	54,812	$	46,181

Biological assets are the work in process: live turbot and sole that are in the process of growing to marketable size. The biological assets

are transferred to inventory after being harvested. See Note 12.

Reconciliation of changes in book value of turbot and sole

(in thousands)		2023		2022
Balance at December 1,	$	46,181	$	50,344
Increases owing to production and purchases		63,435		52,424
Gain (loss) from change in fair value		3,914		(974 )
Effect of changes in foreign currency rates		1,857		(4,397 )
Decreases owing to mortalities		(1,136 )		(894 )
Transfer to inventory		(59,439 )		(50,322 )
Balance at November 30,	$	54,812	$	46,181

The cost of inventory sold which has been included in operating expenses was $59.3 million and $50.2 million for the years ended

November 30, 2023 and 2022, respectively.

13. Biological Assets

96 Stolt-Nielsen Limited | Annual Report 2023

Fair value adjustments on biological assets in the income statement

			For the years ended November 30,
(in thousands)		2023		2022
Total fair value adjustment of turbot and sole recognised in operating expenses	$	3,914	$	(974 )

Value of biological assets at fair value

Volumes of biomass

	For the years ended and
	as of November 30,
(in tonnes)	2023	2022
Volume of biomass harvested during the year (live weight)	8,250	7,556
Volume of biomass in the water at year end (live weight)	4,310	4,446

Value of juvenile biological assets at cost

		As of November 30,
(in thousands)		2023		2022
Total turbot and sole held at cost included in the balance sheet	$	4,061	$	3,133

The income statement impact relating to the change in carrying value when juvenile assets have reached maturity is immaterial for the

years ended November 30, 2023 and 2022.

The Group is exposed to risks arising from fluctuations in the price of turbot and sole and monitors the effect of price changes on profitability.

		As of November 30,
(in thousands)		2023		2022
Total turbot and sole held at fair value included in the balance sheet	$	50,751	$	43,048

97Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

Accounting policy

(i) Recognition and measurement

Property, plant and equipment is stated at cost less accumulated depreciation and any recognised impairment loss.

Cost includes expenditures that are directly attributable to the acquisition of the asset. Borrowing costs directly attributable to the

construction of significant assets are added to the cost of such assets until they are ready for their intended use. The cost of ships

includes the contract price, pre-delivery costs incurred during the construction of newbuildings, borrowing costs and any material

expenses incurred upon acquisition such as improvements and delivery expenses to prepare the ships for their initial voyage.

(ii) Depreciation

Depreciation is charged to the income statement on a straight-line basis over the estimated useful life of each component of an item

of property, plant and equipment. Land and assets under construction are not depreciated. Property, plant and equipment is depreciated

to a residual value which reflects management’s estimate of scrap value or otherwise recoverable value at the end of the estimated useful

life of the asset. Residual values and economic lives are reviewed annually.

(iii) Subsequent costs – drydocking costs

Upon acquisition of a ship, the estimated cost of each component of drydocking is deducted from the initial cost of the ship and

separately capitalised and depreciated over its estimated life. Ships drydock every five years thereafter. After a ship is 15 years old,

a shipping society classification intermediate survey is performed between the second and third year of the five-year drydocking period.

The Group capitalises a substantial portion of the costs incurred during drydocking, including the survey costs, and depreciates those

costs on a straight-line basis from the time of completion of a drydocking or intermediate survey based on the estimated life of each

component of the drydocking. The residual value of the drydocking components is zero. The Group expenses costs related to routine

repairs and maintenance incurred during drydocking that do not improve or extend the useful lives of the ships. If the drydock results

in an extension of the life of a ship, then the estimated useful life of the ship is changed accordingly.

(iv) Impairment of tangible and intangible assets with finite useful lives

Tangible assets and intangible assets with finite lives are tested for impairment if there are indications of impairment. The carrying

amounts of the Group’s tangible and finite-lived intangible assets are reviewed at each balance sheet date to determine whether there

is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated to determine the extent of any

impairment loss. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the

recoverable amount of the cash-generating unit to which the asset belongs. Ship newbuildings and other assets under construction are

tested for impairment when there is an indication of impairment.

The Group measures the recoverable amount of assets by comparing their carrying amount with the higher of their fair value less costs

of disposal (“FVLCD”) or value in use (“VIU”).

FVLCD is determined as the amount that would be obtained from the sale of the asset in an orderly transaction between market

participants. FVLCD is generally determined as the present value of the estimated future cash flows expected to arise from the continued

use of the asset, including any expansion projects, and its eventual disposal, using assumptions that an independent market participant

may take into account. These cash flows are discounted at an appropriate rate to arrive at a net present value of the asset.

VIU is determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset in its

present form and its eventual disposal. VIU is determined by applying assumptions specific to the Group’s continued use and cannot take

into account future development. These assumptions are different from those used in calculating fair value and consequently the value

in use calculation is likely to give a different result to a fair value calculation.

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.

Impairment losses are recognised in the income statement.

An impairment loss, other than for goodwill, is reversed when there is an indication that the impairment loss may no longer exist and there

has been a change in the estimates used to determine the recoverable amount.

14. Property, Plant and Equipment

98 Stolt-Nielsen Limited | Annual Report 2023

(v) Estimated useful lives

The estimated useful lives are as follows:

	Average Years
Buildings	15 to 50
Ships and barges
Ships	25 to 30
Barges	25 to 38
Tank containers	10 to 20
Plant and equipment:
Terminal tanks and structures	10 to 40
Terminal other support equipment and other assets	10 to 30
SSF transportation equipment	4 to 5
SSF operating equipment and other assets	5 to 15
Other assets	3 to 20
Leasehold improvements	5 to 10

Average years exclude immaterial assets.

(vi) Disposals

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the

carrying amount of the asset and is recognised in the income statement.

The below table shows owned property, plant and equipment.

Cost				Ships and		Tank		Plant and		Leasehold		Construction
(In thousands)		Land	Buildings	Barges		Containers		Equipment		Improvements		In Progress	Total
Balance at December 1, 2021		$ 58,687	$ 141,976	$ 3,142,921	$	475,957	$	1,524,773	$	8,871	$	67,448	$ 5,420,633
Additions		136	7,462	54,288		19,389		8,682		1,994		110,869	202,820
Grant receipts		–	(89 )	–		–		(347)		–		–	(436)
Disposals and retirements		–	(20 )	(13,153 )		(4,427 )		(13,986)		(1,004 )		–	(32,590)
Net foreign exchange
differences		(3,404 )	(9,156 )	(5,697 )		(810 )		(27,967)		(215 )		(1,563)	(48,812)
Transfers		–	1,066	30,950		–		51,573		–		(83,589)	–
Reclasses and other Balance at November 30,		–	(5 )	–		–		(148)		(92 )		60	(185)
2022	$	55,419	$ 141,234	$ 3,209,309	$	490,109	$	1,542,580	$	9,554	$	93,225	$ 5,541,430
Additions		4,314	2,340	91,838		60,574		6,052		934		96,235	262,287
Grant receipts		–	(153 )	–		–		(1,312)		–		–	(1,465)
Disposals and retirements		–	(1,360 )	(33,584 )		(8,414 )		(6,814)		(71 )		(253)	(50,496)
Net foreign exchange
differences		1,386	2,488	3,298		(39 )		15,181		78		1,908	24,300
Transfers		3,588	788	27,885		–		46,405		22		(78,688)	–
Reclasses and other Balance at November 30,		–	(4 )	(3 )		–		(21)		26		182	180
2023	$	64,707	$ 145,333	$ 3,298,743	$	542,230	$	1,602,071	$	10,543	$	112,609	$ 5,776,236

99Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

Accumulated depreciation
and impairment					Ships and				Plant and		Leasehold		Construction
(in thousands)		Land		Buildings	Barges		Tank Containers		Equipment		Improvements		In Progress	Total
Balance at December 1, 2021	$	–	$	55,602	$ 1,613,240	$	241,154	$	648,347	$	6,153	$	–	$ 2,564,496
Depreciation expense		–		4,735	135,595		18,321		66,463		693		–	225,807
Disposals and retirements		–		(19 )	(11,073 )		(3,055 )		(13,855)		(994 )		–	(28,996)
Net foreign exchange
differences		–		(3,329 )	(3,081 )		(534 )		(10,900)		(149 )		–	(17,993)
Reclasses and other Balance at November 30,		–		363	366		–		(495)		(47 )		–	187
2022	$	–	$	57,352	$ 1,735,047	$	255,886	$	689,560	$	5,656	$	–	$ 2,743,501
Depreciation expense		–		5,332	135,957		19,429		68,486		853		–	230,057
Disposals and retirements		–		(1,342 )	(32,468 )		(6,605 )		(6,263)		(70 )		–	(46,748)
Net foreign exchange
differences		–		681	1,681		(16 )		7,363		31		–	9,740
Reclasses and other Balance at November 30,		–		34	2		(2 )		(865)		15		–	(816)
2023	$	–	$	62,057	$ 1,840,219	$	268,692	$	758,281	$	6,485	$	–	$ 2,935,734
Net book value:
At November 30, 2022		$ 55,419	$	83,882	$ 1,474,262	$	234,223	$	853,020	$	3,898	$	93,225	$ 2,797,929
At November 30, 2023		$ 64,707	$	83,276	$ 1,458,524	$	273,538	$	843,790	$	4,058	$	112,609	$ 2,840,502

During the year ended November 30, 2023, the Group had additions of property, plant and equipment of $262.3 million. Additions,

excluding accruals during the year, were $259.4 million and primarily reflected i) $72.4 million on tankers capital expenditures including

$50.2 million on two second-hand ships, ii) $72.0 million on terminal capital expenditures, iii) $30.3 million on drydocking of ships,

iv) $65.0 million on the purchase of tank containers and construction at depots, and v) $17.4 million on Stolt Sea Farm capital

expenditures. Interest of $1.0 million was capitalised on terminals projects.

During the year ended November 30, 2022, the Group had additions of property, plant and equipment of $202.8 million. Additions,

excluding accruals during the year, were $199.4 million and primarily reflected i) $76.3 million on tankers capital expenditures,

ii) $69.0 million on terminal capital expenditures, iii) $18.6 million on drydocking of ships, iv) $28.0 million on the purchase of tank

containers and construction at depots, and v) $5.5 million on Stolt Sea Farm capital expenditures. Interest of $0.9 million was

capitalised on the new construction of terminals and tankers. Tankers capital expenditures include the purchase of two second-hand

ships from “K” Line Logistics Ltd. and a deposit of $5.7 million for a barge newbuilding.

Proceeds of $6.3 million and $7.9 million were received from the sale of ships, sale of land and retirement of tank containers and other

assets during the year ended November 30, 2023 and 2022, respectively.

Certain property, plant and equipment assets have been pledged as security on loans. See Note 23 for additional details.

Plant and equipment principally includes assets of the Terminal and Stolt Sea Farm businesses.

Impairment of non-current assets

See Note 2 for further discussion of impairment.

100 Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

15. Right-of-use Assets and Lease Liabilities

Accounting policy

(i) Right-of-use assets

Right-of-use assets are measured initially at cost based on the associated lease liability, adjusted for any payments made before inception ,

initial direct costs and an estimate of the dismantling, removal and restoration costs required in the terms of the lease.

Subsequent to initial recognition, the Group depreciates the right-of-use assets over the term of the lease or, if shorter, the leased asset’s

remaining economic life.

(ii) Lease liabilities

In respect of leases of low-value items and those that are less than 12 months at the inception of the lease, the Group recognises an

expense on a straight-line basis over the life of the lease. For all other leases, the Group recognises a right-of-use asset and corresponding

liability at the date the leased asset is made available to the Group.

Lease liabilities are measured at the present value of the future lease payments, excluding any payments relating to non-lease

components. Future lease payments include options to the extent that it is reasonably certain that such payments will be made.

The payments are discounted at the rate implicit in the lease or, where that cannot be measured, at an incremental borrowing rate.

Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or rate or if the Group

changes its assessment of whether it will exercise an extension or termination option. When a lease liability is remeasured in this way,

a corresponding adjustment is made to the carrying value of the right-of-use asset, or is recorded to profit or loss if the carrying amount

of the right-of-use asset has been reduced to zero.

Time charter contracts include the lease of a specific ship and a non-lease component for crew, maintenance and other operating

expenses. When measuring lease liabilities, the non-lease component has been separated from the lease component based on internal

sources of ships of similar classes as the ship under contract. The non-lease element is recorded in Operating expenses as the Service

component of leases.

Subsequent to initial recognition, the Group records an interest charge in respect of the lease liability.

(iii) Lease expenses

Short-term leases (defined as less than one year) and low value leases are expensed in the income statement.

(iv) Variable lease consideration

The Group operates the Joint Service, delivering freight services to customers in which external ships participate. The lease payments

to external parties are entirely variable and therefore not included when calculating the lease liability. The variable lease payment,

less a management fee, is included in the income statement as Charter and lease expense.

Stolt-NielsenLimited|AnnualReport2023101

Notes to the Financial Statements continued

Right-of-use Assets

The below table shows right-of-use assets, held under lease agreements.

Cost					Ships and		Tank		Plant and
(in thousands)	Land		Buildings		Barges		Containers		Equipment		Total
Balance at December 1, 2021	$ 74,449	$	18,930	$	88,178	$	91,691	$	6,732	$	279,980
New leases and other increases	18,536		4,606		21,651		53,738		3,809		102,340
Retirements and other decreases	(4,378 )		(1,855 )		(2,775 )		(48,831 )		(706 )		(58,545)
Net foreign exchange differences	(1,889 )		(1,667 )		(1,786 )		(489)		(238 )		(6,069)
Balance at November 30, 2022	$ 86,718	$	20,014	$	105,268	$	96,109	$	9,597	$	317,706
New leases and other increases	4,036		5,428		19,283		39,983		1,526		70,256
Retirements and other decreases	(987 )		(5,027 )		(10,932 )		(14,123 )		(1,145 )		(32,214)
Net foreign exchange differences	(199 )		408		1,098		(27 )		255		1,535
Balance at November 30, 2023	$ 89,568	$	20,823	$	114,717	$	121,942	$	10,233	$	357,283

Accumulated depreciation						Ships and		Tank		Plant and
(in thousands)		Land		Buildings		Barges		Containers		Equipment		Total
Balance at December 1, 2021	$	5,420	$	7,205	$	29,382	$	32,318	$	2,607	$	76,932
Depreciation expense		3,032		4,031		20,609		22,619		1,270		51,561
Retirements and other decreases		(547 )		(1,684 )		(2,775 )		(19,061 )		(615 )		(24,682)
Net foreign exchange differences		(152 )		(502 )		(2,031 )		(255 )		(51 )		(2,991)
Reclasses and other		(6 )		21		–		–		433		448
Balance at November 30, 2022	$	7,747	$	9,071	$	45,185	$	35,621	$	3,644	$	101,268
Depreciation expense		3,281		4,118		22,245		26,877		1,265		57,786
Retirements and other decreases		(181 )		(4,366 )		(10,432 )		(14,887 )		(849 )		(30,715)
Net foreign exchange differences		96		201		231		(26 )		66		568
Reclasses and other		(161 )		(343 )		–		101		508		105
Balance at November 30, 2023		$ 10,782	$	8,681	$	57,229	$	47,686	$	4,634	$	129,012
Net book value:
At November 30, 2022		$ 78,971	$	10,943	$	60,083	$	60,488	$	5,953	$	216,438
At November 30, 2023		$ 78,786	$	12,142	$	57,488	$	74,256	$	5,599	$	228,271

During 2023 and 2022, the Group entered into leases for land, offices, ships, barges, tank containers and terminal and sea farm equipment.

At November 30, 2023, the Group has leases expiring from 2024 to 2070.

102 Stolt-Nielsen Limited | Annual Report 2023

Lease Liabilities

		As of November 30,
(in thousands)			2023	2022
Contractual undiscounted cash flows:
Less than:
1 year	$	$	66,440	58,823
2 years		50,304		47,664
3 years		33,017		33,474
4 years		25,079		19,431
5 years		16,632		14,403
Thereafter		152,668		154,415
Total undiscounted cash flows		344,140		328,210
Total lease liabilities (discounted based on the Group’s incremental borrowing rate)		238,207		223,584
Less current maturities		(55,456 )		(49,017 )
Non-current	$	$	182,751	174,567

See Note 8, Finance expenses and income, for interest expense from lease liabilities.

Operating Leases

Minimum future lease commitments, under agreements which expire at various dates through 2028, are as follows:

(in thousands)

		2023		2022
Less than:
1 year	$	3,801	$	2,214
2 years		443		570
3 years		283		397
4 years		139		173
5 years		30		48
	$	4,696	$	3,402

The commitments for the year ended November 30, 2023 related to leases which are short-term (less than one year) or low-value

(less than $5,000) and consist of tank containers, ships, barges, offices, automobiles and equipment leases.

Rental and charter hire expenses under operating lease agreements for the years ended November 30, 2023 and 2022 were

$35.3 million and $37.0 million, respectively. There was no sub-lease income in either year.

Variable lease consideration related to charter hire expenses to participants in the Joint service was included in Charter and lease

expenses. It was $264.1 million and $194.6 million, respectively, for the years ended November 30, 2023 and 2022.

There were no non-cancellable sub-leases during the years ended November 30, 2023 and 2022.

103Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

Accounting policy

Goodwill represents amounts arising on the acquisition of subsidiaries, associates and joint ventures. Goodwill arising on acquisition

represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Identifiable

intangible assets are those that can be sold separately, or which arise from legal rights regardless of whether those rights are separable.

Goodwill is initially recognised at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill

is allocated to cash-generating units and is not amortised but is tested annually for impairment, or more frequently when there is an

indication that the CGU is impaired. With respect to associates and joint ventures, the carrying amount of goodwill is included in the

carrying amount of the investment in the associate or joint venture.

Goodwill is tested for impairment on an annual basis for each CGU to which the goodwill is allocated. When goodwill is monitored at

the level of a group of CGUs, it is tested for impairment at that level. The Group’s unimpaired goodwill relates to the Tankers and Tank

Container segments.

In the case of bargain purchases, the excess of net assets acquired over the fair value of the consideration paid arising on an acquisition

is recognised in other operating income in the income statement in the period in which the acquisition is completed.

Other intangible assets with finite lives that are acquired by the Group are stated at cost less accumulated amortisation and impairment

losses. Amortisation of customer contracts is charged to operating revenue over the life of the contracts based on the underlying cash

flows. Other finite-lived intangibles are charged to the income statement under operating expenses over the estimated useful lives of the

intangible assets on a straight-line basis. The trademark intangible was amortised over a 10-year life while the customer relations and

contract intangibles were amortised from two to 14 years and computer software is amortised over an average life of three to 10 years.

See Note 14 for the accounting policy for the impairment of intangible assets with finite lives.

Intangible assets are shown below:

						Customer
						Relations/		Computer
(in thousands)		Goodwill		Trademark		Contracts		Software		Other		Total
Cost:
Balance, December 1, 2021	$	33,727	$	1,478	$	7,645	$	63,450	$	874		$ 107,174
Additions		–		–		–		3,824		27		3,851
Disposals and retirements		–		–		–		(8,798 )		(101 )		(8,899 )
Net foreign exchange differences		(1,181 )		(121)		(534 )		(3,673 )		(77 )		(5,586 )
Reclasses		–		–		–		14		30		44
Balance, November 30, 2022	$	32,546	$	1,357	$	7,111	$	54,817	$	753	$	96,584
Additions		–		–		–		7,892		135		8,027
Disposals and retirements		–		–		–		(851 )		–		(851 )
Net foreign exchange differences		755		–		–		1,375		383		2,513
Balance, November 30, 2023	$	33,301	$	1,357	$	7,111	$	63,233	$	1,271		$ 106,273
Accumulated amortisation:
Balance, December 1, 2021	$	12,394	$	1,478	$	7,551	$	46,134	$	650	$	68,207
Amortisation charge for the year		–		–		94		4,564		97		4,755
Disposals and retirements		–		–		–		(8,798 )		(101 )		(8,899 )
Net foreign exchange differences		–		(121)		(534 )		(2,549 )		(56 )		(3,260 )
Reclasses and other		–		–		–		(64 )		(34 )		(98 )
Balance, November 30, 2022	$	12,394	$	1,357	$	7,111	$	39,287	$	556	$	60,705
Amortisation charge for the year		–		–		–		4,367		111		4,478
Disposals and retirements		–		–		–		(851 )		–		(851 )
Net foreign exchange differences		–		–		–		1,275		371		1,646
Reclasses and other		–		–		–		(1 )		13		12
Balance, November 30, 2023	$	12,394	$	1,357	$	7,111	$	44,077	$	1,051	$	65,990
Net book value:
At November 30, 2022	$	20,152	$	–	$	–	$	15,530	$	197	$	35,879
At November 30, 2023	$	20,907	$	–	$	–	$	19,156	$	220	$	40,283

16. Intangible Assets and Goodwill

104 Stolt-Nielsen Limited | Annual Report 2023

Other than goodwill, all intangible assets were subject to amortisation as of November 30, 2023 and 2022.

During the year ended November 30, 2023, the Group spent $8.5 million on intangible assets, mainly on the acquisitions of computer

software.

At November 30, 2023, goodwill primarily consisted of $5.4 million for goodwill on a prior year acquisition of the Tankers segment

and $15.5 million related to a prior year business combination in the Tank Containers segment.

The Tankers and Tank Containers segments’ goodwill has been tested for impairment as of November 30, 2023 and 2022. To calculate

the recoverable amount, the FVLCD was calculated. For Tankers, goodwill was allocated to the deep-sea fleet CGU while for Tank

Containers, goodwill was allocated to the Tank Container fleet CGU. In both cases, these were the smallest identifiable group of assets

that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. FVLCD was based

on a discounted cash flow basis using the approved projections in the five-year plan.

Based on management judgement and past experience, the following assumptions were used in the calculation of FVLCD:

• Pre-tax discount rate of 8.1% based on the weighted average cost of capital for the risks specific to the Tankers and Tank Containers

businesses.

• Future growth rates based on trends in industrial production. The growth rate used in perpetuity beyond the projection period is 2%.

• For Tankers, assumptions for the sailed-in rates per operating day (a profit measure of operating revenue less variable voyage

expenses including bunker costs, on existing and future contracts and the spot market) during the project period from 2024 to 2028

for the deep-sea fleet (adjusted for capacity changes) is an average decrease of 2.1%.

• For STC, future escalation of price and cost increases obtained from shipping and transportation carriers and extent of capital

expenditures from Tank Containers approved capital expenditure projections and competition.

No impairment was noted.

Revaluation for foreign exchange differences for goodwill and other intangibles amounted to a gain of $0.9 million in the same period.

The trademark intangible was amortised over a 10-year life and is now fully amortised while the customer relations and contracts

intangibles were being amortised from two to 14 years and are now fully amortised. Computer software is being amortised over

an average life of three to 10 years.

Accounting policy

(i) Associates

Associates are those entities over which the Group is able to exercise significant influence but does not control or jointly control the

entities’ financial and operating policies. Significant influence is exercised generally through direct or indirect ownership of 20% to 50%

of the voting rights. Such investments in associates are recorded in the Consolidated Financial Statements using the equity method

and are initially recognised at cost. The Consolidated Financial Statements include the Group’s share of the total comprehensive incom e

of associates based on the equity method of accounting, from the date that significant influence begins until the date that significant

influence ceases.

Investments in associates are carried in the balance sheet at cost as adjusted by post-acquisition changes in the Group’s share of net

assets of the associate, less any impairment in the value of individual investments. Where necessary, adjustments are made to the

Financial Statements of associates to bring the accounting policies used into line with those used by the Group.

When the Group’s share of losses exceeds its interest in an associate, the Group’s carrying amount is reduced to nil and recognition

of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments

on behalf of an associate.

(ii) Joint Ventures

Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement. Joint control

requires unanimous consent of the parties sharing control in the decision-making on relevant activities. The Consolidated Financial

Statements include the Group’s share of the total comprehensive income of joint ventures based on the equity method of accounting,

from the date that joint control begins until the date that joint control ceases. Where necessary, adjustments are made to the Financial

Statements of joint ventures to bring the accounting policies used into line with those used by the Group.

Material investments are those that the Group considers to be strategic to its operations and whose investment balances are material.

17. Investments in and Advances to Joint Ventures and Associates

105Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

Investments in and advances to joint ventures and associates, which are all accounted for using the equity method of accounting,

consisted of the following:

			2023		As of November 30,
		2023	% Voting
(in thousands)	Location	% Shares	Rights			2023	2022
Joint Ventures:
Tankers’ material joint ventures:
NYK Stolt Tankers S.A.	Panama	50	50	$	$	54,969	50,717
Stolt NYK Asia Pacific Services Inc.	Singapore	50	50			2,689	30,376
NYK Stolt Shipholding Inc.	Singapore	50	50			66,576	41,428
Shanghai SC-Stolt Shipping Ltd	China	49	50			38,707	36,852
Hassel Shipping 4 AS Tankers’ non-material joint ventures:	Norway	50	50			66,500	67,191
SIA LAPA, Ltd	Latvia	70	50			2,418	1,628
Shanghai New Xing Yang Marine Services Co. Ltd	China	40	40			–	6
						231,859	228,198
Terminals’ material joint ventures:
Advario Stolthaven Antwerp, NV	Belgium	50	50			115,879	105,811
Jeong-IL Stolthaven Ulsan Co. Ltd	South Korea	50	50			123,738	117,423
Tianjin Lingang Stolthaven Terminal Co.	China	65	50			24,564	25,281
Tianjin Lingang Stolthaven Jetty Company	China	40	50			11,144	11,918
Terminals’ non-material joint ventures:
Stolthaven Revivegen Kaohsiung Co., Ltd	Taiwan	49	50			24,309	12,787
Stolthaven (Westport) Sdn. Bhd.	Malaysia	49	50			6,715	6,537
						306,349	279,757
Tank Containers’ non-material joint ventures:
Hyop Woon Stolt Transportation Services Co. Ltd	South Korea	50	50			3,808	3,690
Kanoo Tank Services Ltd.	Saudi Arabia	60	60			16,883	16,242
Vado Tank Cleaning SRL	Italy	50	50			1,549	1,251
Laem Chabang Tank Service Co. Ltd.	Thailand	49	49			1,653	1,415
FSTS CO., Ltd	Thailand	49	49			1,144	967
Joint Tank Services FZCO	United Arab Emirates	40	40			1,229	667
						26,266	24,232
Stolt-Nielsen Gas’ material joint venture:
Avenir LNG Limited	Bermuda	47	47			76,102	81,801
Subtotal						640,576	613,988

Non-material associates:
Brovig SS II Indre Selskap	Norway	50	50		5,917		5,775
Essberger & Stolt Tankers GMbH & Co KG	Germany	28	28		164		164
N.C. Stolt Transportation Services Co. Ltd	Japan	50	50		1,159		1,208
Norterminal A.S.	Norway	25	25		674		757
N.C. Stolt Chuyko Transportation Services Co. Ltd	Japan	35	35		428		425
Other					1,245		627
Subtotal					9,587		8,956
				$	650,163	$	622,944

1. Represents the country of incorporation which is the principal place of business, except for NYK Stolt Tankers S.A., Stolt NYK Asia Pacific Services Inc., NYK Stolt Shipholding Inc., Hassel

Shipping 4 AS, Essberger & Stolt Tankers GMbH & Co KG, Brovig SS II Indre Selskap and Avenir LNG Limited which operate on a worldwide or regional basis.

106 Stolt-Nielsen Limited | Annual Report 2023

	Joint
(in thousands)	Ventures		Associates	Total
Balance, December 1, 2021	$ 603,509	$	8,397	$ 611,906
Share of profit of joint ventures and associates	53,279		684	53,963
Dividends	(40,808 )		(252 )	(41,060 )
Net foreign exchange differences	(30,807 )		(485)	(31,292 )
Net gain on cash flow hedges held by joint ventures	8,743		–	8,743
Repayment of advances to joint ventures, net	(1,700 )		–	(1,700 )
Reclass from short-term advances to joint ventures, net	7,101		–	7,101
Net actuarial gain on pension schemes held by joint venture	1,476		–	1,476
Investment in joint venture and associate	13,687		627	14,314
Other	(492 )		(15)	(507 )
Balance, November 30, 2022	$ 613,988	$	8,956	$ 622,944
Share of profit of joint ventures and associates	61,693		572	62,265
Dividends	(64,467 )		(365 )	(64,832 )
Net foreign exchange differences	4,131		(192)	3,939
Net gain on cash flow hedges held by joint ventures	1,068		–	1,068
Repayment of advances to joint ventures, net	(14,595 )		–	(14,595 )
Net actuarial gain on pension schemes held by joint venture	524		–	524
Investment in joint venture and associate	38,557		618	39,175
Other	(323 )		(2 )	(325 )
Balance, November 30, 2023	$ 640,576	$	9,587	$ 650,163

107Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

Summarised financial information of material joint ventures

The below table provides summarised financial information of the Group’s material joint ventures, representing 100% of the respective

amounts included in the individual joint ventures’ Financial Statements as of and for the years ended November 30, 2023 and 2022.

The figures have been amended to reflect modifications for differences in accounting policy.

			NYK Stolt			Stolt NYK Asia					NYK Stolt			Shanghai SC-Stolt				Hassel Shipping
		Tankers S.A.						Pacific Services Inc.		Shipholding Inc.				Shipping Ltd					4 AS
(in thousands)		2023		2022		2023		2022		2023		2022			2023	2022		2023		2022
Selected Balance
Sheet Information
Cash and cash
equivalents	$	14,582	$	15,982	$	1,806	$	7,825	$	2,877	$	16,276	$	25,781		$ 24,497		$	14,249	$	20,375
Current assets, other than cash		19,050		18,873		4,253		15,583		12,312		750		7,355		7,518		25,725		29,757
Current assets		33,632		34,855		6,059		23,408		15,189		17,026		33,136		32,015		39,974		50,132
Non-current assets		217,721		223,721		–		42,000		162,636		173,042		49,956		47,916		284,566		291,911
Total Assets		251,353		258,576		6,059		65,408		177,825		190,068		83,092		79,931		324,540		342,043
Financial liabilities, other than accounts
payable		13,405		13,124		–		–		5,410		9,382			–	–		14,384		14,384
Other current
liabilities		5,411		6,464		680		4,655		–		139		4,098		6,160		–		2,217
Current liabilities		18,816		19,588		680		4,655		5,410		9,521		4,098		6,160		14,384		16,601
Financial liabilities		122,599		168,309		–		–		39,264		97,692			–	–		184,613		198,997
Total non-current
liabilities		122,599		168,309		–		–		39,264		97,692			–	–		184,613		198,997
Net Assets		$ 109,938	$	70,679	$	5,379	$	60,753		$ 133,151	$	82,855	$	78,994		$ 73,771		$ 125,543		$ 126,445
Selected Income
Statement
Information
Operating revenue	$	95,961	$	72,169		$ 103,875		$100,566	$	52,825	$	41,250	$	41,949		$ 49,169	$	100,709	$	81,588
Depreciation and amortisation		15,506		15,173		–		–		12,536		12,733		4,392		4,652		13,628		13,649
Finance income		–		–		1,807		854		271		143			–	–		1,176		112
Finance expense		9,821		6,478		–		–		2,347		2,382			–	–		12,444		10,754
Profit (loss) before taxes		28,468		16,921		6,626		12,790		8,384		(723)		7,081		9,597		37,709		20,168
Income tax expense		–		–		–		–		–		–		1,930		2,310		–		–
Net profit (loss)		28,468		16,921		6,626		12,790		8,384		(723)		5,151		7,287		37,709		20,168
Other comprehensive income (loss)		791		6,716		–		–		(87 )		2,310		(623 )		(8,453 )		1,389		8,459
Total comprehensive income (loss)	$	29,259	$	23,637	$	6,626	$	12,790	$	8,297	$	1,587	$	$	4,528	(1,166 ) $		39,098	$	28,627
Dividends received by Group	$	–	$	–	$	31,000	$	–	$	–	$	–	$	$	–	2,528	$	20,000	$	28,500

Long-term financial liabilities for NYK Stolt Tankers S.A. included shareholder loans of nil and $31.6 million for the years ended

November 30, 2023 and 2022, respectively. Of the financial liabilities included in NYK Stolt Shipholding Inc., nil and $42.0 million related

to notes payable to Stolt NYK Asia Pacific Services Inc. for both the years ended November 30, 2023 and 2022, respectively.

108 Stolt-Nielsen Limited | Annual Report 2023

In addition to the table above, Avenir LNG Limited is publicly traded on the Norwegian over-the-counter (“NOTC”) market. The financial

statements for December 31, 2022 have been filed on the NOTC. Avenir LNG Limited had total assets of $303.8 million, total liabilities

of $163.3 million and total net assets of $140.5 million. Avenir LNG Limited has not published any interim earnings releases since this

date. The market price of Avenir LNG Limited shares was NOK 6.00 per share at November 30, 2023. The Group owned 85.8 million

shares of Avenir LNG Limited at November 30, 2023.

Tianjin Lingang Stolthaven Terminal Co. has $4.8 million and $8.2 million of shareholder loans with the Group at November 30,

2023 and 2022, respectively.

The above joint ventures, other than Avenir LNG Limited, are private companies and there are no quoted market prices available

for their shares.

			Advario Stolthaven Antwerp,				Jeong-IL Stolthaven Ulsan			Tianjin Lingang	Stolthaven			Tianjin Lingang	Stolthaven
				NV				Co. Ltd		Terminal Co.				Jetty Company
(in thousands)		2023	2022			2023	2022			2023		2022		2023		2022
Selected Balance Sheet Information
Cash and cash equivalents	$	4,041	9,367	$	$	13	15	$	$	3,595	$	3,890		$	2,522	$	2,493
Current assets, other than cash		26,497	21,953			26,085	28,014			1,012		1,326		3,988		4,905
Current assets		30,538	31,320			26,098	28,029			4,607		5,216		6,510		7,398
Non-current assets		329,763	322,756			369,439	369,776			34,365		36,030		22,692		24,063
Total Assets		360,301	354,076			395,537	397,805			38,972		41,246		29,202		31,461
Financial liabilities, other than accounts
payable		31,488	34,402			71,070	63,564			1,401		2,116		–		–
Other current liabilities		13,593	12,177			11,215	32,911			2,140		3,639		1,028		1,348
Current liabilities		45,081	46,579			82,285	96,475			3,541		5,755		1,028		1,348
Financial liabilities		78,136	88,004			74,352	74,217			4,777		7,111		–		–
Non-current liabilities		43,977	44,927			–	829			–		–		–		–
Total non-current liabilities		122,113	132,931			74,352	75,046			4,777		7,111		–		–
Net Assets	$	193,107	174,566	$	$	238,900	226,284	$		$ 30,654	$	28,380		$ 28,174	$	30,113
Selected Income Statement Information
Operating revenue	$	107,970	102,334	$	$	96,325	90,910	$		$ 11,144	$	11,338	$	7,080	$	9,144
Depreciation and amortisation		32,117	30,986			12,531	11,751			2,775		2,912		1,310		1,392
Finance income		–	–			–	–			–		–		26		41
Finance expense		3,158	3,993			4,959	2,936			614		512		–		–
Profit before taxes		18,914	20,511			35,694	34,796			2,489		1,238		2,593		4,365
Income tax expense		4,798	5,402			7,608	7,630			(1 )		–		653		1,094
Net profit		14,116	15,109			28,086	27,166			2,490		1,238		1,940		3,271
Other comprehensive income (loss)		8,825	(11,075)			(44 )	(21,410 )			(217 )		(3,150 )		(245)		(3,423)
Total comprehensive income (loss)	$	22,941	4,034	$	$	28,042	5,756	$	$	2,273	$	(1,912 ) $		1,695	$	(152)
Dividends received by Group	$	2,200	–	$	$	7,706	6,053	$	$	–	$	–	$	1,453	$	1,201

109Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

Description of the nature of activities of the material joint ventures

NYK Stolt Tankers S.A. is a joint venture with NYK Line which owns nine parcel tankers that participate in the Joint Service. The Group

performs marketing, operational, administration and ship-owning services for NYK Stolt Tankers S.A.’s fleet in the deep-sea

intercontinental market. The Group considers the investment in NYK Stolt Tankers S.A. to be strategic as it provides sophisticated

tonnage to the Joint Service.

Stolt NYK Asia Pacific Services Inc. (“SNAPS”) is a joint venture with NYK Line which operates 12 ships in the East Asia and South East

Asia areas, with the ships marketed by the Group’s offices in these regions. NYK Stolt Shipholding Inc (“NSSH”) is a ship-owning joint

venture and owns 11 of the ships operated by SNAPS. The investments in SNAPS and NSSH are considered to be strategic to the

Group by serving the East Asia and South East Asia markets and supporting customers of the Joint Service. In October 2023, NSSH

entered into a pooling arrangement with ENEOS Ocean Corporation. The Group is acting as the principal in the arrangement.

Hassel Shipping 4 AS is a 50% joint venture with J.O. Invest AS for the joint ownership and operation of eight 33,000 dwt, stainless steel,

chemical tankers. The ships are operated through the Joint Service. This joint venture is considered to be strategic as it provides

sophisticated tonnage to the Joint Service.

Shanghai SC-Stolt Shipping Ltd is a 49% owned joint venture with Shanghai Junzheng Logistics Co. Ltd to operate chemical tankers

in the Chinese coast cabotage market. As of November 30, 2023, the joint venture operated nine ships. It is considered to be a joint

venture as all significant decisions are made unanimously.

Avenir LNG Limited is a 47% owned joint venture with Golar LNG Limited and Höegh LNG Holdings Ltd. and supplies LNG for the power,

bunkering, trucking and industrial markets. Although listed on the NOTC market, it is considered to be a joint venture as the Group,

along with Golar LNG Limited and Höegh LNG Holdings Ltd., as significant decisions are made unanimously.

Advario Stolthaven Antwerp, NV (“ASA”), formerly Oiltanking Stolthaven Antwerp, NV, is a 50% owned joint venture with Advario BV

(formerly Oiltanking GMBH) and has a terminal facility in Antwerp, Belgium which provides independent tank terminal services in

the Port of Antwerp for bulk liquid products, animal and vegetable oils and gas and other products. The investment in ASA is considered

to be strategic to the Group as it is integral to the Group’s ability to provide an efficient ship-terminal interface.

Jeong-IL Stolthaven Ulsan Co. Ltd (“JSTT”) is a 50% owned joint venture that owns a terminal facility in Ulsan, South Korea which

provides independent tank terminal services for primarily clean petroleum and chemical products. The Group considers its investment

in JSTT to be strategic as it is integral in the Group’s ability to provide an efficient ship-terminal interface.

Tianjin Lingang Stolthaven Terminal Co., a 65% owned joint venture with the Lingang Harbor Affairs Company (“LHAC”), owns a terminal

facility in Tianjin, China. It is considered to be a joint venture as all significant decisions are made unanimously.

Tianjin Lingang Stolthaven Jetty Company, a 40% owned joint venture with LHAC, owns and operates a jetty and docks in Tianjin, China.

It is considered to be a joint venture as all significant decisions are made unanimously.

110 Stolt-Nielsen Limited | Annual Report 2023

Reconciliation of Summarised Financial Information from Prior Year Net Assets to Investment in and Advances to Joint Ventures

			NYK Stolt			Stolt NYK Asia					NYK Stolt			Shanghai SC-Stolt					Hassel
		Tankers S.A.						Pacific Services Inc.		Shipholding Inc.				Shipping Ltd				Shipping 4 AS
(in thousands)		2023		2022		2023		2022		2023		2022			2023	2022		2023		2022
Net Assets:
Balance, December 1	$	70,679	$	47,027		$ 60,753	$	47,966	$	82,855	$	81,268		$	$ 73,771	80,093		$ 126,445	$	154,819
Profit (loss) for the year		28,468		16,921		6,626		12,790		8,384		(723)		5,151		7,287		37,709		20,168
Capital contribution		10,000		–		–		–		42,000		–			–	–		–		–
Dividends		–		–		(62,000)		–		–		–			–	(5,159 )		(40,000)		(57,000)
Other comprehensive income (loss)		791		6,716		–		–		(87)		2,310		(623 )		(8,453 )		1,389		8,459
Other Balance, November		–		15		–		(3 )		(1)		–			695	3		–		(1)
30		109,938		70,679		5,379		60,753		133,151		82,855		78,994		73,771		125,543		126,445
Percentage owned		50%		50%		50%		50%		50%		50%		49%		49%		50%		50%
Interest in j oint venture		54,969		35,340		2,689		30,377		66,576		41,428		38,707		36,148		62,772		63,223
Purchase adjustment
to property		–		–		–		–		–		–			–	–		3,727		3,968
Eliminations of transactions with the Group		–		(422 )		–		–		–		–			–	–		–		–
Advances		–		15,799		–		–		–		–			–	–		–		–
Other Investment in and advances to joint		–		–		–		(1 )		–		–			–	704		1		–
ventures	$	54,969	$	50,717	$	2,689	$	30,376	$	66,576	$	41,428	$	$	38,707	36,852	$	66,500	$	67,191

111Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

	Advario Stolthaven					Jeong-IL Stolthaven Ulsan				Tianjin Lingang Stolthaven						Tianjin Lingang Stolthaven
	Antwerp, NV						Co. Ltd			Terminal Co.				Jetty Company
(in thousands)		2023	2022	2023		2022			2023	2022				2023		2022
Net Assets:
Balance, December 1	$ 174,566		$ 170,532	$226,284		232,634	$	$	28,380	30,292	$		$	30,113	$	33,267
Profit for the year	14,116		15,109	28,086		27,166			2,490	1,238				1,940		3,271
Dividends	(4,400 )			(15,413	–	(12,106 )	)		–	–				(3,632 )		(3,002)
Other comprehensive (loss) income	8,825		(11,075)			(21,410 )	(44 )		(217 )			(3,150 )		(245 )		(3,423)
Other		–			–	–	(13 )		1	–				(2 )		–
Balance, November 30	193,107		174,566	238,900		226,284			30,654	28,380				28,174		30,113
Percentage owned	50%		50%	50%		50%			65%	65%				40%		40%
Interest in joint venture	96,553		87,283	119,450		113,142			19,925	18,447				11,270		12,045
Advances		–		–	–	–			4,639	6,834				–		–
Purchase adjustment to property	3,083		3,130	–		–			–	–				–		–
Goodwill	14,672		13,478	4,288		4,281			–	–				–		–
Other Investment in and advances	1,571		1,920	–		–			–	–				(126 )		(127)
to joint ventures	$	$ 115,879	105,811	$123,738		117,423	$	$	24,564	25,281	$		$	11,144	$	11,918

In aggregate, the Group’s investments in and advances to non-material joint ventures were $59.7 million and $45.2 million, and in the

non-material associates were $9.6 million and $9.0 million, for the years ended November 30, 2023 and 2022, respectively. The below

summarises the financial information of the non-material joint ventures and associates:

		For the years ended
		November 30,
(in thousands)			2023	2022
Joint Ventures
Profit before taxes	$	$	11,985	10,147
Income tax expense		1,855		1,706
Net profit		10,130		8,441
Other comprehensive loss		(946 )		(2,181 )
Total comprehensive income	$	$	9,184	6,260

				For the years ended
				November 30,
(in thousands)		2023		2022
Associates
Profit before taxes	$	414	$	1,340
Income tax (benefit) expense		(154 )		181
Net profit		568		1,159
Other comprehensive loss		(1,293 )		(1,052 )
Total comprehensive income	$		(725 ) $	107

The Group has no commitments to joint ventures as of November 30, 2023. Capital commitments in joint ventures are in Note 27.

See Note 28 for amounts due from and to the Group from joint ventures and associates.

112 Stolt-Nielsen Limited | Annual Report 2023

Accounting policy

Investments in equity instruments which are designated as fair value through other comprehensive income (“FVTOCI”) are carried at their

fair value and remeasured each period. Movements in the carrying amount are taken through other comprehensive income. Upon disposal

of these equity investments, any balance within other comprehensive income for these equity investments is reclassified to retained

earnings and is not reclassified to profit or loss.

Equity investments designated at FVTOCI

At November 30, 2023, the Group had investments in Golar LNG Limited, GBL, Odfjell SE and Kingfish that have been designated

as FVTOCI as they are not held for trading by the Group.

During the year ended November 30, 2023, the Group disposed of its 1.0 million shares of Cool Company Limited (“CoolCo”) for

$11.5 million, resulting in a gain on sale of $2.3 million which has been transferred from the fair value reserve to retained earnings.

CoolCo is listed on the Euronext Growth Oslo.

During the year ended November 30, 2023, Kingfish borrowed $2.7 million from the Group through a convertible loan agreement.

The convertible loan agreement carries an annual interest rate of 15% and allows for the loan to be converted into shares at a fixed

price of Euro 0.929 at a future date. Kingfish is listed on the Euronext Growth Oslo.

On October 18, 2022, the Group acquired 9.2 million shares or 10.0% of Kingfish for $7.4 million. In 2023, the Group’s shareholding

decreased to 8.3% upon Kingfish issuing further shares.

During March and April 2022, the Group acquired 5.0 million shares or 8.3% of the outstanding shares of Odfjell SE for $20.7 million.

Odfjell SE is listed on the Oslo Stock Exchange.

On February 1, 2022, the Group acquired 1.0 million shares or 2.5% of CoolCo for $10.0 million.

The Group received dividends of $6.3 million from Odfjell SE and $1.3 million from Golar LNG Limited during the year (2022: $1.2 million

from Odfjell SE).

Investments in equity instruments decreased owing to the sale of CoolCo shares and the change in fair market value of all of the

investments in 2023. A summary of changes in value of investments in equity instruments for the year ended November 30, 2023

and 2022 is summarised below:

As of November 30,		2023		2022		2023		2022		2023		2022
(in thousands, except for per share amounts)		Golar LNG Limited					GBL			CoolCo
Number of equity shares		2,673		2,673		6,111		6,111		–		940
Percentage of shareholding as of November 30		2.5%		2.5%		9.4%		9.8%		–		1.8%
Share price as of November 30	$	21.53	$	25.07	$	2.04	$	1.80	$	–	$	12.56
Dividends received		1,336		–		–		–		–		–
(Loss) gain on FVTOCI		(9,301)		35,467		1,266		4,626		(261)		2,588
Cumulative (loss) gain on FVTOCI		(48,680)		(39,379)		7,236		5,970		–		2,588
Value of investment	$	57,703	$	67,004	$	12,478	$	11,012	$	–	$	11,798

As of November 30,			2023	2022			2023	2022		2023		2022
(in thousands, except for per share amounts)			Kingfish				Odfjell SE				Total
Number of equity shares		9,238		9,238		5,014		5,014
Percentage of shareholding as of November 30		8.3%		10.0%		8.3%		8.3%
Share price as of November 30	$	0.78	$	1.12	$	10.55	$	8.58
Dividends received		–		–		6,323		1,225	$	7,659	$	1,225
(Loss) gain on FVTOCI		(3,167)		2,938		9,868		22,310		(1,595)		67,929
Cumulative (loss) gain on FVTOCI		(229)		2,938		32,178		22,310		(9,495)		(5,573)
Convertible loan		2,652		–		–		–		2,652		–
Value of investment	$	9,813	$	10,328	$	52,870	$	43,002	$	132,864	$	143,144

18. Investments in Equity and Debt Instruments

113Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

Accounting policy

The Group maintains insurance to cover a number of risks including employee health, workers’ compensation, pollution, damages to hull

and machinery for each of our ships, property damages, war damage and general liabilities for third-party claims. The Group recognises

a provision for future expected payments to third parties plus self-insured liabilities (deductibles) in respect of all claims (see Note 26).

The Group recognises insurance reimbursement receivables from insurers for third-party claims at the time the recovery is virtually

certain. Substantially all of the long-term insurance reimbursement receivables are for claims such as collision, property damage, pollution,

environmental damage, general average, injury and cargo. The liabilities associated with the claims are estimated based on the specific

merits of the individual claims.

At November 30, 2023 and 2022, respectively, the Group included $14.9 million and $156.2 million for long-term insurance claims

receivables. At November 30, 2022, substantially all of the Long-term insurance claims receivables and Long-term provision related

to the civil action as a result of the fire on the MSC Flaminia. During 2023, the Group received $133.0 million from its insurance

underwriters which has been recorded in Cash and cash equivalents. The Group also recorded a $13.0 million insurance receivable

from Deltech, who is jointly and severally liable in the claim (see Note 29).

All of the Group’s insurance policies are subject to coverage limits, exclusions and deductible levels. While the Group believes that

the estimated accrued claims reserves are adequate, the ultimate losses can differ.

Accounting policy

Accounts payable are initially valued at their fair value and subsequently at amortised cost.

A contract liability is the obligation to transfer goods or services to a customer for which the Group has received or is entitled to

consideration. When consideration is paid by a customer before the Group transfers goods or services to satisfy the performance

obligation, a contract liability is recognised. Contract liabilities are recognised as operating revenue when the Group satisfies

the contractual performance obligations.

		As of November 30,
(in thousands)		2023		2022
Trade payables	$	106,787	$	96,828
Withholding and value added tax		7,553		6,413
Insurance premiums payable		46		82
Other		309		1,552
	$	114,695	$	104,875

Contract liabilities
		2023					2022
(in thousands)		<1 year		>1 year		<1 year		>1 year
Balance, December 1	$	41,707	$	–	$	29,092	$	–
Revenue recognised (from opening balance)		(41,707)		–		(29,092 )		–
Revenue recognised (current year)		(1,432,201)		–		(1,197,032 )		–
Cash received in advance of performance obligation		1,479,251		–		1,238,739		–
Balance, November 30	$	47,050	$	–	$	41,707	$	–

Contract liabilities are typically recognised as operating revenue within 45 days of the completion of the performance obligation

so all contract liabilities are current liabilities. Contract liabilities are included in Accrued voyage expenses and unearned income.

19. Long-term Insurance Claims Receivable

20. Accounts Payable

114 Stolt-Nielsen Limited | Annual Report 2023

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, to provide returns

for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The Group’s activities expose it to a variety of financial risks such as market risk (including currency risk, political risk, cash flow interest

rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability

of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. The Group uses derivative

financial instruments to hedge certain risk exposures. Risk management is carried out by a central Treasury department under policies

approved by the Board of Directors. Group Treasury identifies, evaluates and hedges financial risks in close cooperation with the Group’s

operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas,

such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and investment of excess liquidity.

Market risk –

foreign exchange

Future commercial transactions

Recognised financial assets and

liabilities not denominated in US dollars

Cash flow forecasting

Sensitivity analysis

Forward foreign exchange

contracts and cross-currency

interest rate swaps

Market risk –

interest rate

Long-term borrowings at variable rates Sensitivity analysis Cross-currency interest rate

swaps, interest rate swaps

Market risk –

commodity price

Changes in fuel prices Cash flow forecasting

Sensitivity analysis

Bunker surcharge clauses and

bunker swaps

Credit risk

Cash and cash equivalents, trade

receivables, derivative financial

instruments, available-for-sale debt

instruments and held-to-maturity

investments

Ageing analysis

Credit ratings

Diversification of bank deposits,

credit limits and letters of credit

Investment guidelines for

available-for-sale and held-to-

maturity investments

Liquidity risk

Borrowings and other liabilities Rolling cash flow

forecasts

Availability of committed credit

lines and borrowing facilities

Market risk

The Group is exposed to market risk, including changes in interest rates, currency exchange rates, price risk and bunker fuel costs.

To manage the volatility relating to these exposures, the Group enters into derivative transactions in accordance with Group policies.

The financial impact of these instruments is offset by corresponding changes in the underlying exposures being hedged. Derivative

instruments are not held for trading or speculative purposes.

The Group analyses its interest rate exposure based on sensitivity analysis. Scenarios are simulated, taking into consideration

refinancing, renewal of existing positions, alternative financing and hedging.

The Group calculates the impact on profit and loss of a defined interest rate shift. At November 30, 2023, 17.1% of the Group’s long-

term debt had variable interest rates. At November 30, 2023, if interest rates on the Group’s short-term and long-term debt had been

10 basis points higher/lower with all other variables held constant, the calculated pre-tax profit for the year would have been $0.3 million

lower/higher, mainly as a result of higher/lower interest expense on floating-rate debt for which the interest rate has not been hedged.

In addition, for bunker fuel risk, all of the contracts of affreightment (“COA”) entered into by the Group’s Tanker segment include

provisions intended to pass through fluctuations in fuel prices to customers. The Group’s policy is to hedge a minimum of 50%

of expected bunker purchases within the next 12 months through either bunker surcharge clauses included in the COAs or through

hedging. For the years ended November 30, 2023 and 2022, the expected coverage from fluctuations in bunker fuel prices was

50.8% and 63.0%, respectively.

Political and geopolitical risk

SNL is exposed to geopolitical risks where territorial and other disputes between countries could lead to the outbreak of war or the

existence of international hostilities that could damage the world economy, adversely affect the availability of, and demand for,

petroleum and chemical products and adversely affect SNL’s ability to operate ships, terminals or tank containers. Moreover, SNL

operates in a sector of the economy that is likely to be adversely affected by the impact of political instability, terrorist or other attacks,

war or international hostilities, for example, the hostilities in the Ukraine and the Red Sea.

21. Financial Risk Management

Risk Exposure arising from Measurement Management

115Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. Most of the

operating revenue earned by Tankers and Tank Containers is in US dollars, while a significant portion of their operating expenses

is incurred in other currencies, primarily the euro, the Philippine peso, the Singapore dollar, the Japanese yen and the British pound.

When there is a mismatch between revenue and expense currencies, any depreciation of the revenue currency relative to the expense

currency will decrease profit margins. In addition, exposure occurs when a member of the Group holds accounts receivable or payable

in a non-functional currency.

At November 30, 2023, prior to the effect of hedging, if the US dollar had weakened or strengthened by 5% against the major currencies

mentioned above, with all other variables remaining constant, the recalculated pre-tax profit for the year would have been approximately

$7.9 million higher or lower, mainly due to the effect of operating and administrative and general expenses, net of revenues, from

non-US dollar transactions as well as foreign exchange gains or losses on the remeasurement of non-US dollar-denominated account

receivable and payable balances through the income statement.

SNL’s policy is to hedge between 50% to 80% of the Group’s expected 12-month future foreign currency exposure and 100% of its future

committed capital expenditures denominated in foreign currencies.

Concentration of credit risk

Trade receivables are from customers across all lines of the Group’s business. The Group extends credit to its customers in the normal

course of business. The maximum exposure to credit risk is the net customer accounts receivable balance, contract assets and accrued

revenue of $348.8 million and cash balance of $446.5 million. The Group regularly reviews its accounts receivable by performing credit

checks upon entering into an initial sales contract with a customer and by the respective business controllers regularly reviewing the

days past due accounts receivable reports. The majority of trade receivables are in US dollars.

An analysis of the age of customer trade receivables that are past due is as follows:

			As of November 30, 2023
	Not
(in thousands)	Impaired		Impaired
Current	$ 176,400	$	429
Up to 30 days past due	62,642		438
31 to 60 days past due	18,195		327
61 to 90 days past due	12,262		347
Greater than 91 days past due	29,049		19,737
	$ 298,548	$	21,278

				As of November 30, 2022
		Not
(in thousands)		Impaired		Impaired
Current	$	187,428	$	213
Up to 30 days past due		78,027		694
31 to 60 days past due		22,539		475
61 to 90 days past due		14,620		304
Greater than 91 days past due		23,225		19,932
	$	325,839	$	21,618

No collateral is held on any accounts receivable.

116 Stolt-Nielsen Limited | Annual Report 2023

Concentration of credit risk (continued)

The only material loss allowance held against financial assets relates to trade receivables and is calculated on a lifetime expected

loss basis. There have been no changes in the estimation techniques applied in the calculation of the loss allowance during the year.

The allowance for impairment on customer trade receivables changed as follows:

		As of November 30,
(in thousands)		2023		2022
Allowance for impairment on customer trade and accrued receivables, brought forward	$	21,618	$	20,129
Impairment recognised, net		1,861		1,893
Accounts written off		(2,201)		(404)
Balance at the end of the year	$	21,278	$	21,618

The amount of the impairment allowance on receivables is based on the age of unpaid balances, information about the current and

expected future financial condition of customers and the markets in which they operate, and other relevant information. Management

does not believe significant risk exists in connection with concentrations of credit as of November 30, 2023. There have been no

significant changes to the impairment allowance because of changes in the gross carrying amount of trade receivables.

There are no significant amounts written off which are still subject to enforcement activity.

The Group’s cash is held by a diverse group of financial institutions, which is monitored on an annual ongoing basis by Group Treasury.

Liquidity risk

Cash flow forecasting is performed by the operating entities of the Group and is aggregated at the corporate level. The Group Treasury

department monitors rolling forecasts of the Group’s liquidity requirements to ensure the Group has sufficient cash to meet operational

needs while maintaining sufficient headroom on its undrawn committed borrowing facilities (see Note 23) at all times so that the Group

does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group’s

debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and certain currencies’ restrictions.

The Group also reviews and monitors sensitivities.

117Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

Accounting policy for financial instruments

IFRS 9 contains a classification and measurement approach for financial assets and liabilities, including derivative instruments that

reflects the business model in which assets are managed and their cash flow characteristics.

Under IFRS 9, all financial instruments are initially measured at fair value. In addition, for financial assets or liabilities not remeasured at fair

value through profit or loss, financial instruments are adjusted for transaction costs. The classification of a financial asset is determined

at initial recognition; however, if certain conditions are met, an asset may subsequently need to be reclassified.

IFRS 9 contains three principal classification categories for financial assets, based on the business models under which they are held:

Amortised cost: The Group classifies its financial assets at amortised cost only if both of the following criteria are met: the assets are held

within a business model with the objective of collecting the contractual cash flows and the contractual terms give rise on specified dates

to cash flows that are solely payments of principal and interest on the principal outstanding. Income from these financial assets is

included in finance income using the effective interest rate method. The Group’s assets measured at amortised cost include trade and

other receivables, cash and cash equivalents and advances from joint ventures and associates.

Fair value through other comprehensive income (FVTOCI): Assets that are held for collection of contractual cash flows and for future

sales, where the assets’ cash flows represent solely payments of principal and interest and dividends, are measured at fair value through

other comprehensive income.

Fair value through profit or loss (FVTPL): Assets that do not meet the criteria for amortised cost or FVTOCI are measured at fair value

through profit or loss.

(i) Impairment

As required by IFRS 9, the Group adopted an “expected credit loss model” which requires the Group to account for expected credit losses

and changes in those expected credit losses at each year end or half-year to reflect changes in credit risk since initial recognition. In other

words, it is no longer necessary for a credit event to have occurred before credit losses are recognised. Credit losses are calculated

as the present value of the difference between all contractual cash flows that are due and all cash flows that the entity expects to receive.

Expected credit losses are the sum of all possible credit losses, weighted by their probability of occurrence.

The “12-month expected credit losses” approach is applied to all financial assets with the exception of trade receivables and advances

to joint ventures. Both these asset classes generally do not contain a significant financing component. For these assets, the Group applies

the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the

receivables, net of any allowance losses. The allowance loss measurement is determined by applying a simplified approach equalling

the lifetime expected credit losses.

Under the simplified approach, the tracking of changes in credit risk is not required, but instead the base lifetime expected credit loss

at all times is applied. An allowance for loss is made for potentially impaired receivables during the year in which they are identified based

on a periodic review of all outstanding amounts. Losses are recorded within selling, marketing and distribution expenses in the income

statement. Trade receivables are deemed as impaired when there is an indication of significant financial difficulties of the debtor

(delinquency in or default on payments occurs, probability of bankruptcy or need for financial reorganisation).

(ii) Fair value estimation

The information below summarises financial instruments carried at fair value, by valuation method. The different levels have been defined

as follows:

New business quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices)

or indirectly (that is, derived from prices) (Level 2).

Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

The Group’s investments in Golar LNG Limited, Kingfish, Odfjell SE and GBL are measured using quoted prices in an active market

(Level 1). The Group’s derivative assets and liabilities are measured using inputs other than quoted prices (Level 2). The Group’s mature

biological assets are measured using inputs other than quoted prices (Level 2). There have been no changes in the fair value methodology

in the periods presented.

(iii) Hedge accounting

In accordance with IFRS 9’s transition provisions for hedge accounting, the Group has not applied the IFRS 9 hedge accounting

requirements and will continue to apply the hedge accounting requirements of IAS 39.

22. Financial Instruments

118 Stolt-Nielsen Limited | Annual Report 2023

Accounting policy for derivative assets and liabilities

The Group enters into forward exchange contracts to hedge foreign currency transactions, interest rate swaps to hedge the risk

of variability of interest payments, cross-currency interest rate swaps to hedge the risk of variability of interest and principal payments

on non-US dollar denominated borrowings and bunker fuel hedge contracts to lock in the price for a portion of forecasted bunker

fuel requirements. No instruments are held for speculative purposes.

For bonds and loan facilities where it is determined that there is an interest rate or foreign currency risk that should be hedged, the derivative

financial instrument acquired will have critical terms that mirror those of the underlying debt. In these circumstances, it is the Group’s

objective to achieve 100% effectiveness.

Derivative financial instruments are initially recognised at fair value at the date a derivative contract is entered into and are subsequently

remeasured to their fair value at each balance sheet date. The resulting gain or loss on remeasurement is recognised immediately in the

income statement unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition of

any resultant gain or loss on the income statement depends on the nature of the item being hedged. The impact in the income statement

is shown in interest, foreign currency exchange gain (loss) or operating expenses as appropriate, based on the underlying of the derivative.

(i) Determination of fair value

The fair value of interest rate swaps, cross-currency interest rate swaps and foreign exchange contracts is based on discounted cash flow

models based upon the valuations received from financial institutions, taking into account current interest rates and foreign exchange

rates.

(ii) Cash flow hedges

The Group applies cash flow hedge accounting to its interest rate swaps and cross-currency interest rate swaps.

Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly

probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in other

comprehensive income. Any ineffective portion of the hedge is recognised immediately in the income statement.

When the forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability, the associated

cumulative gain or loss recognised in other comprehensive income is removed and included in the initial cost or other carrying amount

of the asset or liability.

If a hedge of a forecast transaction subsequently results in the recognition of a financial asset or a financial liability, the associated gains

and losses that were recognised directly in equity are reclassified into the income statement in the same period or periods during which

the asset acquired or liability assumed affects profit or loss, that is, when finance income or expense is recognised.

When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of the hedge relationship but

the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognised

in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place,

the cumulative unrealised gain or loss recognised in other comprehensive income is recognised in the income statement immediately.

Any unrealised and realised gains or losses on foreign exchange forward contracts are taken directly to the income statement.

(iii) Embedded derivatives

Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and

characteristics are not closely related to the host contract. Contracts are assessed for embedded derivatives at inception of such

contracts or when the Group becomes party to them. Embedded derivatives that have been separated from host contracts are measured

at fair value at each balance sheet date. Any gains or losses arising from changes in fair value are taken directly to the income statement.

119Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

The Group holds the following financial instruments:

						November 30, 2023						November 30, 2022
						Total								Total
						carrying								carrying
(in thousands)		Current		Non-current		value		Fair value		Current		Non-current		value		Fair value
Financial Assets
Financial assets at FVTOCI
Investments in equity instruments
– listed	$	–	$	132,864	$	132,864	$	132,864	$	–	$	143,144	$	143,144	$	143,144
Financial assets at amortised cost
Cash and cash equivalents		446,515		–		446,515		446,515		152,141		–		152,141		152,141
Trade receivables		341,319		–		341,319		341,319		353,730		–		353,730		353,730
Loans and advances to joint ventures
and associates		–		25,764		25,764		25,764		–		40,037		40,037		40,037
Other current assets		47,082		–		47,082		47,082		37,585		–		37,585		37,585
		$ 834,916	$	158,628	$	993,544	$	993,544	$	543,456	$	183,181	$	726,637	$	726,637

Financial Liabilities
Financial liabilities at amortised cost
Accounts payables, excluding
withholding and value added taxes	$ 107,142	$	–	$	107,142	$	107,142	$	98,463	$	–	$	98,463	$	98,463
Accrued expenses and accrued
voyage expenses	311,858		–		311,858		311,858		320,311		–		320,311		320,311
Dividend payable	53,591		–		53,591		53,591		53,591		–		53,591		53,591
Long-term lease obligations, including
current maturities	55,456		182,751		238,207		238,207		49,017		174,567		223,584		223,584
Short-term loans and long-term debt, including current maturities and excluding debt issuance costs	258,889		1,594,576		1,853,465		1,911,088		293,109		1,691,112		1,984,221		2,032,219
Other current liabilities	55,569		–		55,569		55,569		49,407		–		49,407		49,407
	$ 842,505		$ 1,777,327	$	2,619,832		$ 2,677,455		$ 863,898		$ 1,865,679		$ 2,729,577		$ 2,777,575

						November 30, 2023						November 30, 2022
						Total								Total
						carrying								carrying
(in thousands)		Current		Non-current		value		Fair value		Current		Non-current		value		Fair value
Derivative Financial Instruments
at Fair Value
A ssets
Foreign currency exchange contracts
– cash flow hedges	$	794	$	–	$	794	$	794	$	1,065	$	–	$	1,065	$	1,065
Interest rate swaps		5,256		4,788		10,044		10,044		5,640		6,590		12,230		12,230
Cross-currency interest rate swaps
– cash flow hedges		46		–		46		46		1,840		–		1,840		1,840
	$	6,096	$	4,788	$	10,884	$	10,884	$	8,545	$	6,590	$	15,135	$	15,135
Liabilities
Cross-currency interest rate swaps
– cash flow hedges	$	11,470	$	3,780	$	15,250	$	15,250	$	1,274	$	5,851	$	7,125	$	7,125
Foreign currency exchange contracts
– cash flow hedges		470		–		470		470		692		–		692		692
Interest rate swaps		–		3,876		3,876		3,876		205		–		205		205
	$	11,940	$	7,656	$	19,596	$	19,596	$	2,171	$	5,851	$	8,022	$	8,022

120 Stolt-Nielsen Limited | Annual Report 2023

The estimated fair value amounts of financial instruments have been determined by the Group, using appropriate market information

and valuation methodologies. Considerable judgement is required to develop these estimates of fair value, so the estimates provided

here are not necessarily indicative of the amounts that could be realised in a current market exchange.

The carrying amount of cash and cash equivalents, receivables, other current assets, account payable (excluding withholding and

value added tax payables), accrued expenses, other current liabilities and dividend payable are a reasonable estimate of their fair value,

owing to their short maturity. Long-term leases are exempt from disclosure of fair value measurements so fair value equals book value.

Long-term debt in the table above excludes debt issuance costs of $16.9 million and $17.4 million, as of November 30, 2023 and 2022,

respectively. The estimated value of the Group’s senior unsecured bond issues is based on traded values, while the value on the

remaining long-term debt is based on interest rates as of November 30, 2023 and 2022, respectively, using the discounted cash flow

methodology. The fair values of the Group’s foreign exchange contracts are based on their estimated market values as of November

30, 2023 and 2022, respectively. Market value of interest rate and cross-currency interest rate swaps was estimated based on the

amount the Group would receive or pay to terminate its agreements as of November 30, 2023 and 2022.

The estimated value of the Group’s financial assets and marketable securities are based on traded value. The estimated value of its

senior unsecured bond issues is based on traded values (Level 1 valuation method), while the values on the remaining long-term debt

are based on interest rates as of November 30, 2023 and 2022, respectively, using the discounted cash flow methodology (Level 2

valuation method). The fair values of the Group’s foreign exchange and bunker contracts are based on their estimated market values

as of November 30, 2023 and 2022. Market value of interest rate and cross-currency interest rate swaps was estimated based

on the amount the Group would receive or pay to terminate its agreements as of November 30, 2023 and 2022.

The Group’s financial instruments did not result in any income or loss recognised in the income statement.

The Group has derivative assets of $10.9 million and $15.1 million as of November 30, 2023 and 2022, respectively and derivative

liabilities of $19.6 million and $8.0 million as of November 30, 2023 and 2022, respectively. All the Group’s derivative activities are

financial instruments entered with major financial institutions and brokers for hedging the Group’s committed exposures or firm

commitments with major financial credit institutions, shipbuilders and ship-repair yards. The fair values of the Group’s foreign exchange

contracts and cross-currency interest rate swaps are based on their estimated market values as of November 30, 2023 and 2022,

respectively. Derivative financial instruments are measured using inputs other than quoted values. There have been no changes

in the valuation techniques since November 30, 2022.

None of the Group’s derivative activities are publicly traded financial instruments. Instead, the financial instruments have been entered

into with major financial institutions and brokers. The Group holds foreign exchange forward contracts, commodity contracts and

interest rate swaps, which subject the Group to a minimum level of counterparty risk. The Group does not believe that it has a material

exposure to credit risk from third parties failing to perform according to the terms of hedge instruments. The cumulative net gains

(losses) recognised in equity were as follows at November 30, 2023 and 2022:

		As of November 30,
(in thousands)		2023		2022
Interest rate derivatives	$	5,093	$	12,453
Cross-currency interest rate swaps		(1,537 )		8,548
Foreign currency derivatives		–		(10 )
Foreign exchange and interest rate hedges held by joint ventures		5,486		4,418
Deferred income tax gain on the interest rate derivatives		645		(524)
	$	9,687	$	24,885

Fair value of financial instruments

Derivatives

121Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

Foreign currency

The following foreign exchange contracts, maturing through September 2024, were outstanding as of November 30, 2023 and 2022:

	Purchase
(in local currency, thousands)	2023	2022
Euro	43,000	45,000
Singapore dollar	14,000	8,000
British pound	14,000	5,000

The US dollar equivalent of the currencies which the Group had contracted to purchase was $75.4 million and $58.8 million

as of November 30, 2023 and 2022, respectively.

The Group utilises foreign currency derivatives to hedge committed and forecasted cash flow exposures.

The Group has elected to apply non-hedge accounting treatment for all contracts. Gains and losses on hedges of committed

commercial transactions are recorded as a foreign exchange gain or loss.

Interest rate and cross-currency interest rate swaps

The Group had interest rate and cross-currency interest rate swaps with notional values of $544.7 million and $612.4 million

as of November 30, 2023 and 2022, respectively. These derivatives have been designated as cash flow hedges. For the years ended

November 30, 2023 and 2022, $6.4 million and $0.5 million gain, respectively, were recognised in finance expense. Any remaining

amounts currently in other comprehensive income are expected to be reclassified to earnings between 2024 and 2030.

122 Stolt-Nielsen Limited | Annual Report 2023

Maturity of financial liabilities

For the year ended November 30, 2023		Less than						More than
(in thousands)		1 yr		2-3 yrs		4-5 yrs		5 yrs		Total
Contractual obligations:
Accounts payable, excluding withholding and value added taxes	$	107,142	$	–	$	–	$	–	$	107,142
Accrued expenses and dividend payable		365,449		–		–		–		365,449
Long-term lease liabilities, including current maturities		55,456		68,490		31,978		82,283		238,207
Interest on long-term lease liabilities		10,958		14,857		9,733		70,385		105,933
Long-term debt, including current maturities		258,889		669,539		529,957		395,080		1,853,465
Interest on long-term debt		93,404		154,866		88,913		34,277		371,460
Derivative financial liabilities		11,732		5,427		3,489		995		21,643
Other current liabilities		55,569		–		–		–		55,569
Total contractual obligations	$	958,599	$	913,179	$	664,070	$	583,020	$	3,118,868

For the year ended November 30, 2022		Less than						More than
(in thousands)		1 yr		2-3 yrs		4-5 yrs		5 yrs		Total
Contractual obligations:
Accounts payable, excluding withholding and value added taxes	$	98,463	$	–	$	–	$	–	$	98,463
Accrued expenses and dividend payable		373,902		–		–		–		373,902
Long-term lease liabilities, including current maturities		49,017		67,454		24,653		82,460		223,584
Interest on long-term lease liabilities		9,806		13,684		9,181		71,955		104,626
Long-term debt, including current maturities		293,109		817,069		450,480		423,563		1,984,221
Interest on long-term debt		96,282		117,539		72,890		41,542		328,253
Derivative financial liabilities		2,240		6,223		–		–		8,463
Other current liabilities		49,407		–		–		–		49,407
Total contractual obligations	$	972,226	$	1,021,969	$	557,204	$	619,520	$	3,170,919

Long-term debt in the table above excludes debt issuance costs of $16.9 million and $17.4 million as of November 30, 2023 and 2022,

respectively. Derivative financial liabilities are stated at future undiscounted cash flows; therefore, they do not agree to the balance sheet.

123Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

Accounting policy

Interest-bearing borrowings are recognised initially at fair value less directly attributable transaction costs. Subsequent to initial

recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being

recognised in the income statement over the period of the borrowings on an effective interest basis.

There were no outstanding short-term bank loans at November 30, 2023 or 2022.

On February 16, 2022, the Group entered into a sustainability-linked secured loan agreement for $415.0 million, consisting of a term

loan of $180.9 million and a revolving credit facility (“RCF”) of $234.1 million. The loan syndication was with 14 banks and led by three

bookrunners: Nordea Bank Abp, Danske Bank A/S and DNB (UK) Limited (“DNB”). It expires on February 16, 2028 and is secured

by 19 ships. The revolving credit line reduces semi-annually by $13.2 million.

The weighted average interest rate on the RCF was 5.3% for the year ended November 30, 2022. It was undrawn in 2023 so there

is no weighted average interest rate for the year.

On December 9, 2022, the Group signed a two-year revolving credit facility with DNB (“DNB RCF”) secured by the shares in the Group’s

joint venture, ASA, for $100.0 million. The facility has the option to be extended for two additional years. There is no weighted average

interest rate in 2023 or 2022 as the facility has not been utilised during either of the two years.

As of November 30, 2023, the Group had available undrawn committed credit lines of $194.6 million from the RCF and $100.0 million

from the DNB RCF.

The Group also has $84.0 million of uncommitted lines of credit facilities which are payable on demand and can be withdrawn

by the banks at short notice. The weighted average interest rates during the years ended November 30, 2023 and 2022 were 2.6%

and 2.4%, respectively.

Commitment fees for unused lines of credit were $2.6 million and $3.7 million for the years ended November 30, 2023 and 2022, respectively.

Several of the short-term and long-term credit facilities contain various financial covenants applicable either quarterly or annually, which,

if not complied with, could result in the acceleration of repayment of amounts due and could limit the ability of the Group to draw funds

from time to time. At November 30, 2023 and 2022, the Group was in compliance with the financial covenants under its debt

agreements.

Agreements executed in connection with certain debt obligations, both short-term and long-term, require that the Group maintains

defined financial covenants, including, but not limited to, minimum consolidated tangible net worth of $600.0 million, maximum ratio

of consolidated debt to consolidated tangible net worth of 2.25 : 1 and minimum ratio of consolidated EBITDA to consolidated interest

expense of 2 : 1. Most of the debt agreements provide for a cross default in the event of a default in another agreement. In the event

of a default that extends beyond the applicable remedy or cure period, lenders may accelerate repayment of amounts due to them.

23. Short-Term Bank Loans

124 Stolt-Nielsen Limited | Annual Report 2023

Accounting policy

Interest-bearing borrowings are recognised initially at fair value less directly attributable transaction costs. Subsequent to initial

recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being

recognised in the income statement over the period of the borrowings on an effective interest basis.

Long-term debt as of November 30, 2023 and 2022 consisted of the following:

(in thousands)	Notes	2023		2022
Preferred ship fixed-rate mortgages:
Fixed interest rates ranging from 2.7% to 5.4% (2022: 2.7% to 5.4%), maturities vary through 2038	(i) $	443,404	$	494,636
Preferred ship variable-rate mortgages:
Interest rates ranging from 7.6% to 8.3% (2022: 2.6% to 7.6%), maturities vary through 2031	(ii)	313,622		355,732
Senior secured credit facilities	(iii)	887,096		839,214
Senior unsecured bond issues	(iv)	178,924		258,381
Bank loans:
Interest rates ranging from 1.5% to 2.1% (2022: 1.5% to 2.1%), maturities vary through 2028		13,555		18,816
		1,836,601		1,966,779
Less – current maturities		(255,109 )		(288,958 )
	$	1,581,492	$	1,677,821

The classification of debt and the interest rates shown in the above table are after considering existing interest rate and cross-currency

interest rate hedges.

Long-term debt

The majority of long-term debt is denominated in or swapped into US dollars, with $229.6 million and $135.3 million denominated

in other currencies and not swapped to US dollars as of November 30, 2023 and 2022, respectively.

Long-term debt consists of debt collateralised by mortgages on ships, tank containers and terminals, as well as $178.9 million

unsecured bond financing at November 30, 2023.

(i) Preferred ship fixed-rate mortgages

On June 29, 2023, the Group received EUR 13.2 million in proceeds from the financing of Stolt Ludwigshafen, a newbuilding chemical

tanker/barge. The agreement is with KfW IPEX-Bank GmbH. The term loan has fixed interest of 4.97% and is for 15 years.

On August 3, 2022, the Group signed a $66.0 million top-up of the term loan with Danish Ship Finance A/S, increasing the term loan

to $168.7 million and extending the maturity profile to June 2027. The loan was drawn in 2022 to finance the purchase of two second-

hand ships and for general corporate purposes. At the time of draw down, the interest rate was fixed.

As a part of the sustainability-linked secured loan agreement entered into on February 16, 2022 that was discussed in Note 23, the

Group drew $180.9 million on a term loan in March 2022. The loan was used to fully repay the loan with CEXIM and Standard Chartered

Bank. At the same time, the Group swapped the floating interest of the term loan into a fixed rate. With the repayment of the CEXIM

loan, the Group incurred break costs and expensed debt issuance costs and hedging losses of $11.1 million. The new term loan is a

five and one-half year term loan with semi-annual payments.

The Group repaid the $30.5 million term loan secured by the Stolt Groenland in the first quarter of 2022. This was the result of the Group

settling with its hull and machinery insurers for claims on the Stolt Groenland, which had an explosion onboard in 2019.

During February and March 2019, the Group received $241.6 million under a fixed-rate borrowing agreement, involving eight ships.

The agreement is with Development Bank of Japan, ING Bank N.V., National Australia Bank, Société Générale and a group of private

investors at fixed interest rates ranging from 4.16% to 4.27%. There are equal quarterly payments for each ship for an average tenor

of eight years. At the end of the agreement, the Group has an option to purchase the ships by paying fixed amounts. As the option

to repurchase was virtually certain to be exercised by the Group at the date of the borrowing, the transaction has been treated

as collateralised debt. This debt refinanced the acquisition debt relating to the Jo Tankers acquisition in 2016.

With the deliveries of five newbuildings, in late 2016 through 2017, the Group drew down $57.2 million in 2016, $219.6 million in 2017

and $7.6 million in 2018 under the $291.8 million term loan with CEXIM and Standard Chartered Bank, signed August 15, 2013.

The loans were secured by the newbuildings and was being repaid over 10 years. Interest has been fixed at an average rate of 4.94%.

As noted above, this loan was repaid in 2022.

24. Long-Term Debt

125Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

(ii) Preferred ship variable-rate mortgages

During March 2021, the Group closed a $77.0 million floating-rate facility with CMB Financial Leasing Co. Ltd. (“CMBFL Facility”)

including three newly acquired CTG ships. There are quarterly repayments for each ship over ten years whereby the Group has an

option to purchase the ships by paying $12.8 million for each ship. As the option to repurchase was virtually certain to be exercised

by the Group at the date of the borrowing, the transaction has been treated as collateralised debt.

In August 2019, the Group closed a $415.6 million floating-rate facility with CMBFL Facility, involving 20 ships. There are equal quarterly

payments for each ship for an average tenor of seven years and floating interest rates. At the end of the agreement, the Group has an

option to purchase the ships by paying fixed amounts. As the option to repurchase was virtually certain to be exercised by the Group at

the date of the borrowing, the transaction has been treated as collateralised debt. The loan was used to pay down existing debt and for

general corporate purposes.

(iii) Senior secured credit facilities

On June 12, 2023, the Group refinanced its previous Stolthaven Singapore facility with a SGD 280.0 million ($208.4 million) term loan.

The agreement is with DBS Bank Ltd., ING Bank N.V., KfW IPEX-Bank GmbH and Oversea-Chinese Banking Corporation Limited.

The debt will be repaid over seven years with a final balloon payment of SGD 112.0 million and the interest rate has been fixed at 5.3%.

The net proceeds were used to repay a NOK bond (SNI09) with $132.0 million outstanding and for general corporate purposes.

On June 21, 2022, the Group signed a $110.0 million floating-rate borrowing agreement using a group of tank containers as collateral.

The agreement is with ING Bank N.V. and a group of private investors for seven years and ten months. There are 33 equal payments,

with a balloon payment at maturity. The drawdown of the cash coincided with the November 2022 balloon payment of the November

2015 tank container financing and the interest rate was fixed just before draw down.

On March 2, 2022, the Group signed a $127.6 million floating-rate borrowing agreement using a group of tank containers as collateral.

The agreement is with ING Bank N.V. and a group of private investors for six years and ten months. There are 29 equal payments, with

a balloon payment at maturity. Cash was drawn on the new facility subsequent to the May 2022 balloon payment of the May 2016 tank

container financing and the interest rate was fixed just before draw down.

On December 3, 2020, the Group entered into a $65.0 million fixed-rate term loan facility using Stolthaven Dagenham and Stolthaven

Moerdijk terminals as collateral. The facility agreement is with KFW IPEX-BANK GMBH for six years. There are eight equal payments

of 6.25% of the total commitment beginning in 2023 with a final balloon obligation of $32.5 million.

In July 2019, Stolthaven New Orleans LLC issued $200.0 million Senior Secured Notes with a group of private investors. The private

placement has a ten-year term at a fixed interest rate of 5.15% and is secured by the terminal in Braithwaite, Louisiana. Proceeds were

used for general corporate purposes.

On May 24, 2017, the previous Stolthaven Singapore terminal loan facility was refinanced with a seven-year SGD 280.0 million

($202.4 million) term loan facility. The agreement was with a bank club deal consisting of United Overseas Bank Limited, DBS Bank Ltd.,

Oversea-Chinese Banking Corporation Limited, and Australia and New Zealand Banking Group Limited and had a fixed interest rate

of 4.16%. This loan was refinanced in 2023 as discussed above.

On May 20, 2016, the Group entered into a $131.3 million fixed-rate borrowing agreement using a group of tank containers as collateral.

The agreement is with ING Bank N.V., Development Bank of Japan and a group of private investors for six and a half years at a fixed

interest rate of 3.4%. There were 26 equal payments of $3.6 million each and at the end of the agreement, the Group had an option

to purchase the tank containers by paying a fixed amount of $59.1 million. As the option to repurchase was virtually certain to be

exercised by the Group at the date of the borrowing, the transaction was treated as collateralised debt. This borrowing agreement

was repaid in 2022.

On November 20, 2015, the Group entered into a $166.4 million fixed-rate borrowing agreement using a group of tank containers a

collateral. The agreement is with ING Bank N.V. and a group of private investors for six and a half years at a fixed interest rate of 3.3%.

There were 26 equal payments of $4.6 million each and at the end of the agreement, the Group had an option to purchase the tank

containers by paying a fixed amount of $74.9 million. As the option to repurchase was virtually certain to be exercised by the Group

at the date of the borrowing, the transaction was treated as collateralised debt. This borrowing agreement was repaid in 2022.

On February 19, 2015, the Group announced that it had closed a $250.0 million private placement with American International Group.

The private placement has a term of 10 years and is secured by the Group’s terminal in Houston. The loan was used to pay down

existing debt and for general corporate purposes.

(iv) Senior unsecured bond issue

On September 12, 2023, the Group completed a placement of senior unsecured bonds (“2023 Bond”) for NOK 1.2 billion (swapped

into $112.4 million) in a new five-year bond issue, carrying a coupon of three months NIBOR plus 3.15%. The Group swapped the bond

proceeds into a US dollar obligation at a fixed interest of 7.82%. Net proceeds from the bond issue were used to repurchase

$60.0 million of the $141.5 million bonds which is maturing on February 20, 2024, and for general corporate purposes.

126 Stolt-Nielsen Limited | Annual Report 2023

On November 27, 2023, the Group issued an additional NOK 325 million (swapped into $31.7 million) on the 2023 Bond. The Group

swapped the bond proceeds into a US dollar obligation at a fixed interest of 7.81%. Net proceeds were for general corporate purposes.

The bond proceeds were received subsequent to November 30, 2023.

On June 16, 2020, the Group completed a placement of senior unsecured bonds for NOK 1.25 billion (swapped into $132.0 million)

in a new three-year bond issue, carrying a coupon of three months NIBOR plus 4.5%. The Group swapped the bond proceeds into

a US dollar obligation at a fixed interest rate of 5.19%. The settlement date for the bonds was June 29, 2020. Net proceeds from the bond

issue were used to repurchase $78.1 million of the SNI05 bonds with maturity date of March 18, 2021 and for general corporate purposes.

On February 5, 2020, the Group completed a placement of senior unsecured bonds for NOK 1.3 billion (swapped into $141.5 million)

in a new four-year bond issue carrying a coupon of three months NIBOR plus 3.65%. The Group swapped the bond proceeds into a

US dollar obligation at a fixed interest rate of 5.44%. The settlement date for the bonds was February 20, 2020. Net proceeds from the

bond issue were used to repurchase $53.4 million of the SNI06 bonds with maturity date of April 8, 2020 and for general corporate purposes.

(v) Debt issuance costs

Debt issuance costs of $16.9 million and $17.4 million have been netted against long-term debt at November 30, 2023 and 2022,

respectively. Debt issuance costs recognised in the income statement as part of effective interest rates were $5.3 million and

$15.4 million for the years ended November 30, 2023 and 2022, respectively.

Analysis of net debt

Net debt at November 30, 2023 comprises lease liabilities of $238.2 million (2022: $223.6 million) and long-term debt, including current

maturities, of $1,836.6 million (2022: $1,966.8 million) less cash and cash equivalents of $446.5 million (2022: $152.1 million).

		At December				Exchange		Other		At November
(in thousands)		1, 2022		Cash flow		differences		movements		30, 2023
Cash deposits	$	71,040	$	101,715	$	4,025	$	–	$	176,780
Short-term time deposits		81,101		188,634		–		–		269,735
Cash and cash equivalents		152,141		290,349		4,025		–		446,515
Borrowings:
Long-term debt, including current maturities		(1,966,779 )		127,905		3,643		(1,370 )		(1,836,601 )
Lease liabilities, including current maturities		(223,584 )		54,495		(1,180 )		(67,938 )		(238,207 )
Net debt			$ (2,038,222) $	472,749	$	6,488	$		(69,308)	$ (1,628,293 )

		At December				Exchange		Other		At November
(in thousands)		1, 2021		Cash flow		differences		movements		30, 2022
Cash deposits	$	111,639	$	(39,011 ) $		(1,588 ) $		–	$	71,040
Short-term time deposits		12,229		68,872		–		–		81,101
Cash and cash equivalents		123,868		29,861		(1,588 )		–		152,141
Borrowings:
Short-term bank loans		(40,000 )		40,000		–		–		–
Long-term debt, including current maturities		(2,185,644 )		200,208		25,934		(7,277 )		(1,966,779 )
Lease liabilities, including current maturities		(210,450 )		51,210		5,856		(70,200 )		(223,584 )
Net debt			$ (2,312,226) $	321,279	$	30,202	$	(77,477 )		$ (2,038,222)

Short-term time deposits included within cash and cash equivalents relate to term deposits repayable within three months.

In the year ended November 30, 2023, other non-cash movements in net debt primarily represent $67.6 million of new or modified

leases, net of reductions, and $5.3 million amortisation of debt issuance costs offset by the capitalisation of debt issuance costs

of $4.4 million.

In the year ended November 30, 2022, other non-cash movements in net debt primarily represent $70.2 million of new or modified

leases, net of reductions, and $15.4 million amortisation of debt issuance costs offset by the capitalisation of debt issuance costs

of $8.5 million.

127Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

25. Pension and Other Post-Retirement Benefit Plans

Accounting policy

(i) Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement as incurred.

The Group has no further payment obligations once the contributions have been paid.

(ii) Defined benefit plans and other post-employment benefits

The Group’s net obligation in respect of defined benefit pension plans and other post-employment benefits is calculated separately for

each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods;

that benefit is discounted to determine its present value, and the fair value of any plan assets (at bid price) is deducted.

The liability discount rate for each plan is based on the yield curve of a portfolio of high-quality corporate bonds that have maturity dates

which are approximately the same as the terms of the respective plans’ obligations. The calculation is performed by a qualified actuary

using the projected unit credit method.

The current service cost of the defined benefit plan, recognised in the income statement in employee benefit expense, reflects the increase

in the defined benefit obligation resulting from employees’ service in the current year, benefit changes, curtailments and settlements.

When the benefits of a plan are increased, the increased benefit relating to past service by employees is recognised as an expense in the

income statement immediately.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value

of plan assets. This cost is included in employee benefit expense in the income statement.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity

in Other comprehensive income in the period in which they arise.

Where the calculation results in a benefit to the Group, the asset recognised is limited to the present value of any future refunds from

the plan or reductions in future contributions to the plan.

Gains and losses on the curtailment or settlement of a defined benefit plan are recognised at the time the curtailment or settlement

occurs. A curtailment occurs when the Group adopts a significant reduction in the number of employees covered by a plan or changes

the terms of a defined benefit plan such that a significant part of future earnings to current employees will no longer qualify for benefits

or will qualify only for reduced benefits.

(iii) Short-term and long-term cash-based benefits

Short-term employee benefit obligations are measured on an undiscounted basis while long-term cash-based employee benefit

obligations are discounted based on expected payment date. They are expensed in the period in which the related service is provided.

An accrual is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has

a present legal or constructive obligation to pay this amount as a result of past service provided by the employees and the obligation

can be estimated reliably.

At November 30, 2023, the Group operated a number of pension plans for the benefit of its employees throughout the world, with varying

rights and obligations depending on the conditions and practices in the specific countries. The Group’s pension plans are provided through

both defined benefit and defined contribution arrangements. These plans are regulated by the respective regulators in each of the

countries where they are set up.

The Group operates defined benefit plans in the United States, the United Kingdom, Bermuda, the Netherlands, Norway, the Philippines

and Japan. One of the defined benefit plans covers certain ship officers and other seafarers while the others are for shore-based

employees. Company-sponsored defined contribution pension plans are currently provided in all of the above countries and Spain.

The Group also operates an unfunded post-retirement medical plan in the United States.

Defined benefit plans provide benefits based on the employees’ length of pensionable service and their final pensionable salary or other

criteria. Defined contribution plans offer employees individual funds that are converted into benefits at the time of retirement.

128 Stolt-Nielsen Limited | Annual Report 2023

Defined benefit plans

The Group’s significant defined benefit pension plans are in the United States, Bermuda, the Netherlands and the United Kingdom.

The Pension Committees participate in the governance of each of the significant defined benefit pension plans. These Pension

Committees comprise representatives who are employees and former employees. In addition, actuarial advisers and investment

management advisers also participate in the Pension Committee meetings. The Pension Committees for plans act in the best interest

of the plan participants and are responsible for setting certain policies, such as strategic asset allocation, investment and contribution

policies in consultation with the Group.

The defined benefit plans expose the Group to actuarial risks such as longer than expected longevity of members, lower than expected

return on investments and higher than expected inflation, which may increase the liabilities or reduce the value of assets of the plans.

Recognising these risks, the Group has adopted an approach of moving away from providing defined benefit plans. All defined benefit

plans have also been closed to future accrual and new entrants.

The Group follows a coordinated strategy for the funding and investment of its defined benefit pension plans subject to abiding by all

local laws and regulations applicable to those plans. The assets of the plan are generally held separately from those of the Group and

are administered by local management in the respective countries. The Group has no legal obligation to settle these liabilities with any

immediate contributions or additional one-off contributions. The Group intends to continue to contribute to each defined benefit pension

and post-retirement medical plan in accordance with the latest recommendations of each plan actuary and its pension funding policy.

In terms of investments, the Group’s aim is for the value of defined benefit plan assets to be maintained at close to the value of the

corresponding benefit obligations, allowing for some short-term volatility.

Plan assets are invested in a diversified range of asset classes, predominantly comprising bonds and equities. In some locations,

such as the United Kingdom, plan trustees and other bodies have legal and fiduciary responsibility for the investment of plan assets,

and decisions on investment strategy are taken in consultation with the Group.

The Group monitors its exposure to changes in equity markets, interest rates and inflation, and measures its balance sheet pension risk

using a risk-based approach. Strategic asset allocation studies and asset-liability studies are carried out periodically for the significant

pension plans.

On a quarterly basis, the performance of all investments across the significant defined benefit plans is reviewed with the Group’s

investment management advisers.

Pension plans overview

The amounts recognised at November 30, consisted of the following:

			As of November 30,
(in thousands)		2023		2022
Non-current assets	$	21,292	$	20,602
Non-current liabilities		(19,937 )		(20,342 )
Net pension asset	$	1,355	$	260

This is composed of the net of the present value of funded obligations and fair value of plan assets as follows:

				As of November 30,
(in thousands)		2023		2022
Present value of funded obligations	$	(168,950 ) $		(177,630 )
Fair value of plans assets		170,305		177,890
	$	1,355	$	260

129Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

US post-retirement healthcare plan

US-based employees retiring from the Group, having attained the age of 55 with at least ten years of cumulative US service by January

1, 2018, or who become disabled, are eligible to receive both pre-Medicare and post-Medicare benefit offerings for themselves and their

eligible dependants. Employees working until age 65 with at least ten years of US cumulative service are eligible for post-Medicare

benefits only. All benefits are unfunded.

Components of defined benefit cost

The net periodic benefit cost for the Group’s defined benefit pension plans (including a retirement arrangement for one of the Group’s

ex-Directors) and US post-retirement healthcare plan shown above for the years ended November 30, 2023 and 2022, consisted

of the following:

			For the years ended
		November 30,
(in thousands)		2023		2022
Service cost	$	408	$	567
Interest cost, net		166		233
Cost of plan administration		332		320
Net periodic benefit cost	$	906	$	1,120

Impact on equity

Remeasurements that are recognised in Other comprehensive income are as follows:

			For the years ended
		November 30,
(in thousands)		2023		2022
Effect of changes in demographic assumptions	$	7	$	(322 )
Effect of changes in financial assumptions		(7,225 )		59,727
Effect of experience assumptions		(796 )		332
Return on plan assets (excluding interest income)		6,657		(56,502 )
Remeasurements recognised in other comprehensive income	$		(1,357 ) $	3,235

The following tables set out the change in benefit obligations for the Group’s defined benefit pension plans and US post-retirement

medical plan and the change in plan assets for the defined benefit pension plans.

Change in benefit obligation

		For the years ended
		November 30,
(in thousands)		2023		2022
Benefit obligations at beginning of year	$	177,630	$	247,310
Current service cost		408		567
Interest cost		8,633		5,885
Benefits paid		(10,425 )		(13,171 )
Foreign exchange rate changes		718		(3,224 )
Remeasurements:
Effect of changes in demographic assumptions		7		322
Effect of changes in financial assumptions		(7,225 )		(59,727 )
Effect of experience adjustments		(796 )		(332 )
Benefits obligation at end of year	$	168,950	$	177,630

130 Stolt-Nielsen Limited | Annual Report 2023

Change in plan assets

			For the years ended
		November 30,
(in thousands)		2023		2022
Fair value of plan assets at beginning of year	$	177,890	$	240,960
Return on plan assets (excluding interest income)		(6,657)		(56,502 )
Interest income		8,467		5,652
Company contributions		443		4,080
Foreign exchange rate changes		919		(2,809 )
Benefits paid		(10,425)		(13,171 )
Expenses paid		(332 )		(320 )
Fair value of plan assets at end of year	$	170,305	$	177,890

Change in asset ceiling

There were no defined benefit plans whose recognition of assets was limited.

Participant profile

The defined benefit obligation by participant status is as follows:

			As of November 30,
(in thousands)		2023		2022
Actives	$	26,718	$	32,216
Vested former employees not yet retired		28,584		32,352
Retirees		113,648		113,062
	$	168,950	$	177,630

The number of participants are as follows:

	As of November 30,
	2023	2022
Actives	1,002	975
Vested former employees not yet retired	476	499
Retirees	715	695
	2,193	2,169

131Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

Key actuarial assumptions

The following are the assumptions used in the measurement of the projected benefit obligation for the Group’s defined benefit

pension plans and the accumulated projected benefit obligation for US post-retirement medical plan benefits:

	As of November 30,
	2023	2022
Weighted-average assumptions to determine projected benefit obligations:
Discount rate	5.45 %	5.02 %
Rate of compensation increase	3.54 %	4.07 %
Rate of pension increases	3.12 %	3.02 %
Rate of price inflation	3.14 %	3.07 %
Life expectancy for an individual currently at 65:
Male	21.0 yrs	20.8 yrs
Female	23.0 yrs	22.9 yrs

The net period pension expense and retiree medical expense is based on the prior year’s weighted average assumptions for the projected

benefit obligation.

Exposure to variances in healthcare cost trends have been mitigated to the extent that a 1% change would have a negligible effect

on the accumulated post-retirement benefit obligation at the end of 2023.

		Impact on Defined Benefit Obligation
	Change in Assumption	Increase in Assumption	Decrease in Assumption
Discount rate	0.25%	Decrease by 2.3%	Increase by 2.5%
Salary growth rate	0.25%	Increase by 1.9%	Decrease by 1.9%
Pension growth rate	0.25%	Increase by 2.0%	Decrease by 2.1%
		Increase by 1 Year in Assumption	Decrease by 1 Year in Assumption
Life expectancy		Increase by 2.2%	Decrease by 2.3%

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice,

this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined

benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with

the projected unit credit method at the end of the reporting year) has been applied as when calculating the pension liability recognised

within the balance sheet.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous year.

132 Stolt-Nielsen Limited | Annual Report 2023

Fair value of plan assets

The Group’s defined benefit pension plans’ assets and weighted-average asset allocation as of November 30, 2023 and 2022,

by category, were as follows:

				As of November 30,
(in thousands)		2023	%		2022	%
Cash and cash equivalents	$	7,354	4%	$	24,429	14%
Equity instruments		39,483	23%		40,780	23%
Debt instruments		117,130	69%		104,895	59%
Real estate		3,260	2%		3,970	2%
Investment funds		1,820	1%		1,602	1%
Assets held by insurance company		190	–		356	–
Other		1,068	1%		1,858	1%
Total		$ 170,305	100%	$	177,890	100%

The fair value of all plan assets was based on quoted market prices, except for real estate of $3.3 million, assets held by insurance

companies of $0.2 million and cash with a value of $7.2 million.

It is the Group’s policy to invest pension plan assets for its defined benefit plans to ensure that there is an adequate level of assets

to support benefit obligations to participants and retirees over the life of the plans, maintain liquidity in plan assets sufficient to cover

current benefit obligations and earn the maximum investment return consistent with a prudent level of investment and actuarial risk.

Investment return is the total compounded annual return, calculated as interest and dividend income and realised and unrealised capital

gains and losses, less expenses of the plan.

The Group expects to contribute $1.9 million to its defined benefit pension and post-retirement benefit plans in 2024.

Weighted average duration of the defined benefit obligation is 9.4 years.

Expected maturity analysis of undiscounted pension and post-employment benefits

As of November 30, 2023		Less than		Between		Between		More than 5
(in thousands)		a year		1-2 years		2-5 years		years		Total
Pension benefits	$	11,781	$	22,487	$	24,927	$	60,556		$ 119,751
Post-employment benefits		478		773		611		1,292		3,154
Total	$	12,259	$	23,260	$	25,538	$	61,848	$	122,905

As of November 30, 2022		Less than		Between		Between		More than 5
(in thousands)		a year		1-2 years		2-5 years		years		Total
Pension benefits	$	11,108	$	21,932	$	22,670	$	59,191		$ 114,901
Post-employment benefits		467		945		694		1,360		3,466
Total	$	11,575	$	22,877	$	23,364	$	60,551	$	118,367

The above tables exclude vested deferred participants who have not started their retirement payments.

The Group also provides defined contribution plans to certain of its qualifying employees. Group contributions charged to expense

for these plans were $21.0 million and $20.5 million for the years ended November 30, 2023 and 2022, respectively.

133Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Notes to the Financial Statements continued

26. Provisions

Accounting policy

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event,

and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are measured at management’s

best estimate of the expenditure required to settle the obligation at the balance sheet date. If the effect is material, provisions are

recognised at present value by discounting the expected future cash flows at a pre-tax rate that reflects the time value of money.

When a contract becomes onerous, the present obligation under the contract is recognised as a provision and measured at the lower

of the expected cost of fulfilling the contract and the expected cost of terminating the contract as far as they exceed the expected

economic benefits of the contract. Additions to provisions and reversals are generally recognised in the Consolidated Income Statement.

The present value of the recognised obligations associated with the retirement of property, plant and equipment (asset retirement

obligations) that result from the acquisition, construction, development or normal use of an asset is added to the carrying amount of

the related asset. The additional carrying amount is depreciated over the useful life of the related asset. Additions to and reductions from

the present value of asset retirement obligations that result from changes in estimates are generally recognised by adjusting the carrying

amount of the related asset and provision. If the asset retirement obligation is settled for other than the carrying amount of the liability,

the Company recognises a gain or loss on settlement.

A provision is established for obligations under lease agreements to dismantle and/or restore leased property to its original condition.

Short-term provisions

		Claims		Environmental
(in thousands)		provision		provision		Restructuring		Total
Balance at December 1, 2022	$	4,495	$	214	$	34	$	4,743
Additional provisions recognised, net		159,231		423		119		159,773
Reclass of MSC Flaminia Provision from long-term		139,000		–		–		139,000
Reductions arising from payments		(1,119)		(56 )		(126 )		(1,301)
Net foreign exchange differences		(41)		–		10		(31)
Balance at November 30, 2023	$	301,566	$	581	$	37	$	302,184

The claims provision is in relation to short-term claims made against the Group by external parties. The majority of the short-term

provision related to the civil action as a result of the fire on the MSC Flaminia. As discussed in Note 29, as the result of the court

decision, an additional $155.0 million was recorded as a provision in 2023 and the previous provision reclassed to short-term

provisions. The Group also received $133.0 million in 2023 from the Group’s insurance underwriters and the Group has recorded

a $13.0 million receivable from Deltech who is jointly and severally liable in the claim.

In 2013, the Group sold land in Perth Amboy, New Jersey. The sale price included an obligation to remediate certain environmental

matters at the site. The environmental provision includes the expected future costs to remediate the land. The environmental provision

also includes disposal costs for specific chemicals at the Moerdijk terminal.

The restructuring provision relates to severance payments.

Long-term provisions

		Asset retirement		Claims
(in thousands)		obligations		provision		Total
Balance at December 1, 2022	$	482	$	156,685	$	157,167
Additional (reversal) provisions recognised, net		1,439		(2,441 )		(1,002)
Reclass of MSC Flaminia Provision to short-term		–		(139,000 )		(139,000)
Net foreign exchange differences		12		17		29
Balance at November 30, 2023	$	1,933	$	15,261	$	17,194

134 Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

The asset retirement obligations relate to an obligation to dismantle and/or restore leased property to its pre-leased condition.

At November 30, 2023, these amounts related to obligations on certain offices with this obligation. Amounts are estimated based

on the present value of the expected future costs to restore the leased property in accordance with the lease contracts and are

expected to be utilised in approximately four to six years.

The claims provision relates to claims made against the Group by external parties. These relate to third-party claims such as collision,

property damage, pollution, environmental damage, general average, injury and cargo claims. In most cases, legal provisions are settled

on a net basis by insurance companies. The timing of the payments of the long-term provisions is expected to be greater than one year.

The amount decreased due to the reclass of the MSC Flaminia provision to short-term.

27. Commitments and Contingencies

As of November 30, 2023, and 2022, the Group had total capital expenditure purchase commitments outstanding of approximately

$41.5 million and $66.6 million, respectively. At November 30, 2023, the Group has committed tanker projects of $0.3 million, terminal

projects of $19.3 million, tank container projects of $14.6 million and $7.2 million in Sea Farm. The $41.5 million commitment at

November 30, 2023 is expected to be paid within the next 12 months. The commitments will either be paid out of operating cash flow,

existing liquidity or through external financing.

Purchase commitments of joint ventures and associates

The Group’s joint ventures and associates had $53.8 million of total capital expenditure commitments on November 30, 2023 of which

$52.0 million is expected to be paid within the next 12 months. Of the total commitments, $19.6 million related to a planned expansion

at the joint venture terminal in Malaysia and $23.8 million in a new joint venture terminal in Taiwan. The commitments will be paid out

of the existing liquidity of those joint ventures, capital injections or loans from its shareholders and through external financing, which

is in the process of being raised.

Environmental

The Group’s operations involve the carriage, use, storage and disposal of chemicals and other hazardous materials and wastes.

The Group is subject to applicable international and national health, safety and environmental laws relating to the protection

of the environment, including those governing discharges of pollutants to air and water, the generation, management and disposal

of hazardous materials and wastes and the clean-up of contaminated sites.

The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), commonly known as Superfund, was

enacted by the US Congress on December 11, 1980. This law created a tax on the chemical and petroleum industries and provided

broad federal authority to respond directly to releases or threatened releases of hazardous substances that may endanger public health

or the environment. This law and similar state environment statutes and common laws can impose liability for the entire clean-up

of contaminated sites or for third-party claims for property damage and personal injury, regardless of whether the current owner

or operator owned or operated the site at the time of the release of contaminants or of the legality of the original disposal activities.

Actual or discontinued operations in the US may, therefore, trigger a future liability. Owing to the uncertainty whether or the length

of time before any liability may occur, it is currently not considered probable that a liability will arise and consequently no provision

has been recorded.

Stolt-NielsenLimited|AnnualReport2023135

Notes to the Financial Statements continued

28. Related Party Transactions

The Group is ultimately controlled by trusts established for the benefit of the Stolt-Nielsen family. Compensation and Board fees

are provided to certain members of the Stolt-Nielsen family. There are no other transactions between the Group and the Stolt-Nielsen

family, other than those described below.

Employee and officer loans and advances

Included in Other current assets are loans and advances to employees and officers of the Group of $0.5 million and $0.4 million as

of November 30, 2023 and 2022, respectively. In addition, included in Other non-current assets are loans and advances to employees

and officers of the Group of $0.5 million at November 30, 2023 and 2022. Such loans and advances primarily represent secured

housing loans that have been provided to former employees in connection with their relocation, along with advances for travel and other

costs. Of the total loans and advances, $0.5 million were interest-bearing, with interest rates ranging from 6.0% to 7.0% as of November

30, 2023 and 2022. Interest received was less than $0.1 million for both 2023 and 2022.

Board of Directors and key management compensation

Key management includes the Executive Officers and Presidents of the Group’s major businesses. Total compensation and benefits

of the Board of Directors and the key management were as follows:

			For the years ended November 30,
(in thousands)		2023		2022
Board fees	$	1,132	$	908
Salary and benefits		5,928		4,624
Profit sharing		3,104		2,546
Long-term incentives		1,424		986
Defined benefit pension cost		81		3,185
Defined contribution pension cost		416		297
Total compensation and benefits	$	12,085	$	12,546
Average number of key managers included		10		8

At the end of 2023 and 2022, the Board of Directors consisted of seven members. Insurance has been taken out for the Board

of Directors and Executive Officers in respect of their potential liability to the Group and third parties.

Transactions with joint ventures and associates

The consolidated balance sheets include the following items related to transactions with the Group:

		As of November 30,
(in thousands)		2023		2022
Joint ventures:
Amounts due from the Group	$	30,337	$	25,918
Amounts due to the Group		35,836		50,581

Included within Amounts due to the Group are $10.0 million and $10.4 million as of November 30, 2023 and 2022, respectively,

for receivables from joint ventures and associates. These amounts are reflected in the consolidated balance sheets as Other current

assets. The remaining amounts due to the Group are included in Investments in and advances to joint ventures and associates.

Amounts due from the Group are included in Other current liabilities in the consolidated balance sheets.

The long-term advances to NYK Stolt Tankers S.A. of nil and $15.8 million as of November 30, 2023 and 2022, respectively, bear interest

at six-month LIBOR plus 1%. The Group had also made long-term advances of $25.8 million and $24.4 million to other joint ventures

and associates at November 30, 2023 and 2022, respectively. Interest on these range from 4.8% to 6.5% in 2023 and 2022. Interest

received in cash for 2023 and 2022 was $1.7 million and $0.5 million, respectively.

136 Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Transactions with joint ventures and associates (continued)

The joint ventures and associates include the following items related to transactions with the Group:

		For the years ended November 30,
(in thousands)			2023	2022
Joint Ventures
Charter hire revenue	$	$	196,670	153,757
Tank container cleaning station revenue			10,742	8,881
Charter hire expense			63,265	59,543
Management, freight and joint service commission and other expenses			35,076	27,007
Finance expense			872	1,049
Other expense			519	503
Associates
Bareboat revenue	$	$	4,348	4,280
Commission, management and other revenue			2,613	1,928
Tank container cleaning station revenue			3,280	3,050

1. The charter hire revenues are amounts distributed to NYK Stolt Tankers S.A. and Hassel Shipping 4 AS, joint ventures of the Group, for their share of the Joint Service’s revenue.

2. Represents commission and management fees paid to E&S Tankers as the joint venture trades certain of the Group’s European fleet.

The Group has a 24.99% interest in Norterminal A.S. which is a company working on storage projects in northern Norway.

The remaining 75.01% of Norterminal A.S. is controlled by S-N Terminal A.S., a company wholly owned by one of SNL’s Directors

who is a member of the Stolt-Nielsen family. The Group’s investment in Norterminal A.S. was $0.7 million and $0.8 million

as of November 30, 2023 and 2022, respectively.

29. Legal Claims and Proceedings

There are various legal proceedings arising in the ordinary course of business, and in cases where the Group believes the likelihood

of losses is probable and can be estimated, provisions are recorded. While ongoing legal proceedings could have a material adverse

effect on the Group’s consolidated financial position or results of operations in the future, the Group believes that none of these matters

will have a material adverse effect on its business or financial condition.

During 2023 and 2022, the Group has been involved in certain civil litigation cases, which are described below.

Civil actions as a result of the fire on the MSC Flaminia

On July 14, 2012, a fire broke out aboard the MSC Flaminia during the ship’s crossing of the Atlantic Ocean in cargo hold number 4.

During the crew’s attempt to extinguish the fire, an explosion occurred. Stolt Tank Containers had 29 tank containers onboard the ship,

three of which were stowed in cargo hold number 4. These tank containers carried various products for various customers. STC filed

claims for the replacement value of the tank containers and the product carried. In August 2012, vessel interests declared General

Average. The vessel was initially hauled to Germany and then sailed onward to Romania for inspection, investigation and discharge

operations.

On May 29, 2013, the vessel interests, namely the owner, manager and operator filed counter and cross-claims against STC and

Deltech, the shipper of the three tank containers stowed in cargo hold number 4, alleging that these tank containers were the cause

of the fire and that STC did not adequately warn of the inherently dangerous nature of the cargo. Since that time, several other cargo

claimants have filed cross-claims against STC and Deltech.

The case remains pending in the US Federal Court sitting in the Southern District of New York. The US District Court for the Southern

District of New York delivered a judgment on September 10, 2018, which held the Group jointly liable with Deltech for the incident where

the counterparties are alleging damages of $186.0 million, excluding interest. On June 30, 2023 the Court of Appeals rejected STC and

Deltech’s appeal of the liability ruling. The proceedings returned to the Trial Court to determine the recoverable damages.

The Company has recorded an additional loss provision of $155.0 million to the November 30, 2023 Consolidated Financial Statements

for the MSC Flaminia legal claim. This was based on arbitral awards in favour of the owner of the MSC Flaminia against the Charterer,

Mediterranean Shipping Company (“MSC”) as well as other claims made by MSC and the owner of the MSC Flaminia.

Subsequent to year end, mediation proceedings took place between all parties and, as a result, a final figure to settle the MSC Flaminia

legal claim has been agreed between all parties. This is subject to all parties agreeing and signing a binding settlement agreement.

The current proposed settlement amount would not require a further legal claims provision.

Stolt-NielsenLimited|AnnualReport2023137

Notes to the Financial Statements continued

Civil actions as a result of Hurricane Isaac

At the end of August 2012, Hurricane Isaac caused widespread flooding in southern Louisiana, including an unprecedented storm surge

at the terminal in New Orleans/Braithwaite of about 13 feet of water. The storm surge overtopped the Parish levee system and despite

extensive efforts to prepare the terminal for the impact of the hurricane, extensive damage was sustained to various portions of the

facility, including several tanks, causing some tank releases of stored product to occur. Multiple notices were made to the relevant authorities.

The protective measures taken in and around the terminal were successful in retaining a considerable amount of the releases.

Following the hurricane, the rail cars stored at the terminal were inspected and no leaks were detected.

All regulatory claims brought by the state and federal regulators against the terminal for i) failure to properly provide notice in

accordance with the respective regulatory requirements, and ii) the release of certain chemical products being stored at the terminal

have been resolved.

Following the flooding at the terminal, two class actions and multiple individual actions were filed at the District Court in the Parish of

Plaquemines, State of Louisiana. All actions allege pollution of the claimants’ properties with liquids stored at the terminal and allegedly

released because of the flooding. In November 2023, the parties to all of the cases reached a settlement for all claims in the amount

of $2.5 million. At a recent court hearing, the court approved the settlement and issued a permanent injunction against any and

all future litigation arising out of the incident. A final order of dismissal will be filed shortly bringing all litigation to its final conclusion.

All these matters, including the legal fees for the defence, are covered by insurance maintained by the Group and it is not expected that

they will have a material adverse effect on its business or financial condition.

Legal Proceedings related to Explosion on the Stolt Groenland

Stolt Tankers B.V. and Stolt Groenland B.V. (“Stolt”) are involved in legal proceedings in South Korea arising out of the September 28,

2019 explosion and fire aboard the Stolt Groenland while the ship was berthed in Ulsan. There was no loss of life and no pollution.

Stolt has cooperated and continues to fully cooperate with the relevant authorities in the resulting incident investigation and with

claimants to reach an early resolution of their respective proven claims. Stolt has applied to limit liability in the South Korea court

and supported its four officers who were detained in South Korea and criminally charged. Charges against the Master, Chief Officer and

Third Officer were concluded in 2022, while proceedings against the Chief Officer (who signed off two days prior to the incident), who

voluntarily travelled to South Korea to face trial there, were ultimately concluded in March 2023. He was permitted to depart South

Korea at that time after being sentenced to one and a half years suspended jail time and a two-year ban from returning to South Korea.

The proceedings, in their entirely, were resolved in 2023.

General

The ultimate outcome of governmental and third-party legal claims and proceedings is inherently difficult to predict. The Group’s

operations are affected by international and domestic environmental protection laws and regulations. Compliance with such laws

and regulations may entail considerable expense, including ship modifications and changes in operating procedures.

138 Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

30. Common Shares, Founder’s Shares, Paid-in Surplus and Dividends Declared

Accounting policy

Equity capital stock

The Company’s capital comprises equity capital stock. Equity capital stock is measured based on net proceeds.

Dividends

Dividends recommended by the Board of Directors are recognised in the Financial Statements when they have been approved

by the shareholders at the Annual General Meeting. Interim dividends are recognised when approved by the Board of Directors.

Treasury shares

Upon the Group’s purchase of its own shares (Treasury shares), the consideration paid is deducted from equity attributable to equity

holders until the shares are cancelled, reissued or otherwise disposed of. In cases where such shares are subsequently sold or reissued,

any consideration received is included in equity attributable to equity holders.

		Founder’s Shares		Common Shares
	par value $0.001 per share		par value $1 per share
	Shares Issued	Treasury Shares	Shares Issued	Treasury Shares
Balance at November 30, 2022 and 2023	14,630,949	1,250,000	58,523,796	5,000,000

Share rights

The Group’s authorised share capital consists of 65,000,000 Common Shares, par value $1.00 per share, and 16,250,000 Founder’s

Shares, par value $0.001 per share as of November 30, 2023 and 2022. As of November 30, 2023, there were 58,523,796 (2022:

58,523,796) Common Shares issued, of which Treasury shares were 5,000,000 (2022: 5,000,000). Except for matters where applicable

law requires the approval of both classes of shares voting as separate classes, Common Shares and Founder’s Shares vote as a single

class on all matters submitted to a vote of the Shareholders, with each share entitled to one vote. All issued and outstanding shares

have been fully paid.

Under the Bye-Laws, holders of Common Shares and Founder’s Shares participate in annual dividends, if any are declared by the Group,

in the following order of priority: (i) $0.005 per share to Founder’s Shares and Common Shares equally; and (ii) thereafter, all further

amounts are payable to Common Shares only.

Furthermore, the Bye-Laws also set forth the priorities to be applied to each of the Common Shares and Founder’s Shares in the event

of a liquidation. Under the Bye-Laws, in the event of a liquidation, all debts and obligations of the Group must first be paid and thereafter

all remaining assets of the Group are paid to the holders of Common Shares and Founder’s Shares in the following order of priority:

(i) Common Shares rateably to the extent of the par value thereof ($1.00 per share); (ii) Common Shares and Founder’s Shares

participate equally up to $0.05 per share; and (iii) thereafter, Common Shares are entitled to all remaining assets.

Dividends

On November 16, 2023, the Company’s Board of Directors declared an interim dividend of $1.0 0 per Common share and $0.005

per Founder’s share to shareholders of record as of November 23, 2023. The total amount of the dividend was $53.6 million, which

was classified as an interim dividend and paid on December 7, 2023.

On February 23, 2023, the Company’s Board of Directors recommended a final dividend for 2022 of $1.25 per Common share.

The dividend was approved at the Group’s Annual General Meeting for shareholders held on April 20, 2023 in Bermuda. The total

amount of the dividend was $66.9 million and paid on May 10, 2023.

On November 17, 2022, the Group’s Board of Directors declared an interim dividend of $1.00 per Common share and $0.005 per

Founder’s share to shareholders of record as of November 24, 2022. The total amount of the dividend was $53.6 million, which

was classified as an interim dividend and paid on December 8, 2022.

Treasury shares

The Board has authorised the purchase of up to $30.0 million worth of the Company’s Common Shares, of which the Company

has utilised $21.3 million prior to 2023, leaving $8.7 million available for future purchases. No purchase of shares has been made

since 2019.

Stolt-NielsenLimited|AnnualReport2023139

Notes to the Financial Statements continued

Founder’s Shares and Treasury shares

As of November 30, 2023, 13,380,949 (2022: 13,380,949) of Founder’s Shares had been issued to Fiducia Ltd, net of Treasury shares.

Additional Founder’s Shares are issuable to holders of outstanding Founder’s Shares without consideration, in quantities sufficient

to maintain a ratio of Common Shares to Founder’s Shares of 4 to 1.

As of November 30, 2023, 5,000,000 (2022: 5,000,000) Treasury shares were held by the Group. The Group also held 1,250,000

(2022: 1,250,000) of Founder’s Shares. Note that dividends are not paid on Treasury shares held by the Group.

Capital management

The Group defines capital as net debt and equity attributable to equity holders of SNL. The Group’s objectives when managing capital

are to safeguard the Group’s ability to continue as a going concern to provide returns for shareholders and benefits for other

stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. To maintain or adjust the capital structure,

the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, repurchase

shares or sell assets to reduce debt.

The Group monitors capital on the basis of the ratio of debt to tangible net worth. This is calculated as short-term and long-term debt

and lease liabilities divided by equity attributable to equity holders less intangible assets and excluding other components of equity.

The Group’s management targets maintaining a ratio of debt to tangible net worth at or below 1.50. As of November 30, 2023 and 2022,

the ratio of debt to equity attributable to equity holders of SNL less intangible assets and excluding other components of equity

was as follows:

			As of November 30,
(in thousands)		2023		2022
Short-term loans, long-term debt and lease liabilities	$	2,074,808	$	2,190,363
Equity attributable to equity holders of SNL less intangible assets and excluding other components of equity		2,069,889		1,894,272
Debt to tangible net worth		1.00		1.16

The debt to tangible net worth of 1.00 at November 30, 2023 is in line with management’s expectations and below its target ratio of 1.50.

The Group has external restrictions on its capital, which are its bank covenants. See Note 23 for further details.

31. Earnings per Share

Accounting policy

Basic Earnings per Common share (“EPS”) is calculated by dividing net profit by the weighted average number of shares outstanding

during the year. Diluted EPS is calculated by adjusting the weighted average number of shares outstanding during the year for all

potentially dilutive shares and equivalents outstanding during the year using the Treasury stock method.

As further discussed in Note 30, Founder’s Shares, which provide the holder thereof with certain control features, only participate

in earnings to the extent of $0.005 per share for the years in which dividends are declared and are limited to $0.05 per share upon

liquidation. For the purposes of calculating EPS, dividends paid on Founder’s Shares are deducted from earnings to arrive at net profit

attributable to holders of Common Shares. Founder’s Shares are not included in the basic or diluted weighted average shares

outstanding in the calculation of earnings per Common Share.

The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations:

				For the years ended November 30,
(in thousands, except per share data)		2023		2022
Net profit	$	296,651	$	280,855
Less: Dividends on Founder’s Shares		(67 )		(67 )
Net profit attributable to holders of Common Shares	$	296,584	$	280,788
Basic and diluted weighted average shares outstanding		53,524		53,524
Basic earnings per share	$	5.54	$	5.25
Diluted earnings per share	$	5.54	$	5.25

140 Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

32. Reconciliation of Net Profit to Cash Generated from Operations

				For the years ended November 30,
(in thousands)		2023		2022
Net profit	$	296,651	$	280,855
Adjustments to reconcile net profit to net cash from operating activities:
Depreciation of property, plant and equipment		287,843		277,368
Amortisation of intangible assets		4,478		4,755
Finance expense, net		112,614		129,809
Net periodic benefit expense of defined benefit pension plans		906		1,120
Income tax expense		12,783		28,064
Share of profit of joint ventures and associates		(62,265)		(53,963 )
Fair value adjustment on biological assets		(3,914 )		974
Foreign currency exchange (gain) loss, net		(3,199)		1,291
Gain on disposal of assets, net		(3,606)		(5,562 )
Changes in assets and liabilities:
Decrease (increase) in receivables		26,630		(11,293 )
Decrease in restricted cash		–		6,096
Decrease (increase) in inventories		1,692		(3,863 )
Increase in biological assets		(2,752 )		(518 )
Increase in prepaid expenses and other current assets		(23,978)		(6,100 )
Increase in accounts payable and other current liabilities		156,309		74,779
Contributions to defined benefit pension plans		(1,794)		(4,080 )
Insurance proceeds related to MSC Flaminia lawsuit		133,000		–
Dividends from joint ventures and associates		43,832		41,060
Other, net		(887)		633
Cash generated from operations	$	974,343	$	761,425

33. Subsequent Events

On December 15, 2023, the Group contracted for six 38,000 deadweight tonne stainless steel parcel tankers, with additional options

for a further six newbuildings. These ships will be built by Wuhu Shipyards with expected delivery between 2026 to 2028. The first

newbuilding deposit of $41.3 million was paid in December 2023 and the total cost for the six ships is expected to be approximately

$441.5 million, including site team costs and capitalised interest.

On January 24, 2024, the Group signed a $37.5 million loan agreement with Nordea Bank Abp in a new four-and-a-half-year loan with

semi-annual payments and a final balloon payment of $27.5 million. The loan is secured by two second-hand ships purchased in 2023.

The Group fixed the interest rate at 5.74%.

On February 5, 2024, the Group acquired 3,225,000 class A shares in Odfjell SE for $34.7 million. Following the acquisition, the Group

holds 8,233,612 class A shares, representing 13.6% of the issued class A shares.

On February 7, 2024, the Group announced that its joint venture, NYK Stolt Tankers S.A., has reached an agreement with Nantong

Xiangyu Shipyard in China to build six 38,000 deadweight tonne stainless steel chemical tankers for delivery between late 2026

and 2029. The total cost to the joint venture is expected to be approximately $442.7 million, including site team costs and

capitalised interest.

On February 22, 2024, the Company’s Board of Directors recommended a final dividend for 2023 of $1.50 per Common share,

to be voted on at the Group’s Annual General Meeting (“AGM”) for shareholders to be held on April 18, 2024 in Bermuda. If confirmed

by the AGM, the dividend will be paid on May 8, 2024 to shareholders of record as of April 26, 2024.

On February 28, 2024, the Group entered into a revolver credit facility with Danske Bank A/S, Nordea Bank Abp, DNB (UK) Ltd, Swedbank

AB and Skandinaviska Enskilda Banken AB for $150.0 million using Stolt Sea Farm SA shares as collateral.

Stolt-NielsenLimited|AnnualReport2023141

We confirm, to the best of our knowledge, that the consolidated Group and Company Financial Statements for the period December 1, 2022

to November 30, 2023 have been prepared in accordance with IFRS as adopted by the European Union and give a true and fair view

of the Group’s assets, liabilities, financial position and profit as a whole. In preparing these Financial Statements, we are required to:

• Select suitable accounting policies and then apply them consistently;

• Make judgements and accounting estimates that are reasonable;

• State whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed

and explained in the Financial Statements;

• Prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue

in business.

We are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions

and disclosure with reasonable accuracy at any time the financial position of the Company and the Group and enable us to ensure

that the Financial Statements comply with the Bermuda Company Act of 1981. We are also responsible for safeguarding the assets

of the Company and the Group, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We are responsible for the maintenance and integrity of the Company’s website. We highlight that legislation in Bermuda governing

the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.

We also confirm, to the best of our knowledge, that the Financial Review and the Business Review include a fair review of important

events that have occurred during the financial year and their impact on the Financial Statements, as description of the principal risks

and uncertainties facing the Group and material related party transactions.

The Financial Statements on pages 69-141 were approved and signed on behalf of the Board of Directors.

Chief Executive Office

Chief Financial Office

London

March 14, 2024

Responsibility Statement

Udo Lange Jens F. Grüner-Hegge

142 Stolt-Nielsen Limited | Annual Report 2023

Independent auditors’ report to the members

ofStolt‑Nielsen Limited

Report on the audit of the

group financial statements

Opinion

In our opinion, Stolt-Nielsen Limited’s group financial

statements (the ‘financial statements’):

 give a true and fair view of the state of the group’s affairs

asat 30 November 2023 and of its profit and cash flows

forthe year then ended;

 have been properly prepared in accordance with IFRSs

asadopted by the European Union; and

 have been prepared in accordance with the requirements

ofthe Companies Act 1981 (Bermuda).

We have audited the financial statements, included within

theAnnual Report (the ‘Annual Report’), which comprise:

theConsolidated Balance Sheet as at 30 November 2023;

theConsolidated Income Statement, the Consolidated

Statement of Comprehensive Income, the Consolidated

Statement ofCash Flows and the Consolidated Statement

ofChanges inShareholders’ Equity for the year then ended;

and the notes to the financial statements, which include

adescription of the significant accounting policies.

Materiality:

 Overall materiality: $28.3m (2022: $27.7m) based on 1% of revenue

 Performance materiality: $21.2m (2021: $20.7m)

Audit Scope:

 Full scope audits of the Deep Sea Trading and Owning divisions of Stolt Tankers, and the

Stolt Tank Containers BV division of Stolt Tank Containers; the largest trading divisions

ofthe group.

 Audits of Property, plant and equipment, Right-of-use assets, Lease liabilities and

Depreciation at the Singapore terminal; Property, plant and equipment at the Houston

terminal; and Right-of-use assets and Lease liabilities at the Australasia terminals; within

the Stolthaven Terminals division.

 Specified procedures over certain financial statement line items for Stolt Sea Farm Spain,

certain Stolt Tankers and Stolt Tank Containers entities, and certain corporate entities.

 Audit of certain financial statement line items across the group, including Cash and cash

equivalents, Investments in and advances to joint ventures and associates, Long-term

debt (including current maturities), Short-term bank loans, Derivative financial

instruments, Income tax expense, Income tax receivable, Income tax payable, Deferred

tax assets, Deferred tax liabilities, Claims provision, and Employee benefit assets and

liabilities.

 The reporting locations subject to audit procedures accounted for 72% of the group’s

revenue and 65% of the group’s total assets.

Key Audit Matters:

 Voyage revenue recognition

 Accounting for claims

Materiality

Audit

Scope

Key

Audit

Matters

Our audit approach

Overview

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law.

Our responsibilities under ISAs (UK) are further described

inthe Auditors’ responsibilities for the audit of the financial

statements section of our report. We believe that the audit

evidence we have obtained is sufficient and appropriate

toprovide a basis for our opinion.

Independence

We remained independent of the group in accordance with

theethical requirements that are relevant to our audit of

thefinancial statements in the UK, which includes the FRC’s

Ethical Standard and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

143Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Independent auditors’ report to the members of Stolt‑Nielsen Limited

continued

The scope of our audit

As part of designing our audit, we determined materiality and

assessed the risks of material misstatement in the financial

statements. In particular, we looked at where the directors

made subjective judgements, for example in respect of

significant accounting estimates that involved making

assumptions and considering future events that are inherently

uncertain. As in all of our audits we also addressed the risk

ofmanagement override of internal controls, including

evaluating whether there was evidence of bias by the directors

that represented a risk of material misstatement due to fraud.

Capability of the audit in detecting irregularities,

including fraud

Irregularities, including fraud, are instances of non-compliance

with laws and regulations. We design procedures in line

withour responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud.

Theextent to which our procedures are capable of detecting

irregularities, including fraud, is detailed below.

Based on our understanding of the company and industry,

weidentified that the principal risks of non-compliance with

laws and regulations related to regulations implemented

bythe International Maritime Organisation (‘IMO’), The

International Convention for the Prevention of Pollution from

Ships (‘MARPOL’), the International Convention for the Safety

of Lifeat Sea (‘SOLAS’), and the Bribery Act 2010 (UK), and

weconsidered the extent to which non-compliance might

haveamaterial effect on the financial statements. We also

considered those laws and regulations that have a direct

impact on the financial statements such as the Companies

Act 1981 (Bermuda) and international tax legislation.

We evaluated management’s incentives and opportunities

forfraudulent manipulation of the financial statements

(including the risk of override of controls), and determined that

the principal risks were related to the posting of inappropriate

journal entries and management bias in accounting estimates

or judgements. The group engagement team shared this risk

assessment with the component auditors so that they could

include appropriate audit procedures in response to such risks

in their work. Audit procedures performed included:

 Inquiring of management, including those in the legal and

regulatory compliance departments, the head of operational

audit and the Audit Committee as to known or suspected

instances of non-compliance with laws and regulations

andfraud;

 Reviewing minutes of meetings of those charged

withgovernance;

 Assessing matters reported on the group’s ‘Speak Up’

system and the results of management’s investigation

ofsuch matters;

 Challenging assumptions and judgements made by

management in connection with significant accounting

estimates;

 Consideration of recent correspondence with legal advisors

in respect of uncertain legal matters;

 Identifying and testing journal entries, in particular journal

entries posted with unusual account combinations or those

posted by unexpected users; and

 Testing material consolidation adjustments.

There are inherent limitations in the audit procedures

described above. We are less likely to become aware of

instances of non-compliance with laws and regulations that

are not closely related to events and transactions reflected

inthe financial statements. Also, the risk of not detecting

amaterial misstatement due to fraud is higher than the risk

ofnot detecting one resulting from error, as fraud may involve

deliberate concealment by, for example, forgery or intentional

misrepresentations or through collusion.

Key audit matters

Key audit matters are those matters that, in the auditors’

professional judgement, were of most significance in the audit

of the financial statements of the current period and include

the most significant assessed risks of material misstatement

(whether or not due to fraud) identified by the auditors,

including those which had the greatest effect on: the overall

audit strategy; the allocation of resources in the audit; and

directing the efforts of the engagement team. These matters,

and any comments we make on the results of our procedures

thereon, were addressed in the context of our audit of the

financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these

matters. This is not a complete list of all risks identified

byour audit.

144 Stolt-Nielsen Limited | Annual Report 2023

The key audit matters below are consistent with last year.

Key audit matter How our audit addressed the key audit matter

Voyage Revenue Recognition

Stolt Tankers reported $1.7bn of revenue in 2023, which

ismostly recognised over time using an estimated percentage

of completion for voyages in progress at the balance

sheet date.

This is considered to be a key audit matter due to the

complexity of the revenue recognition policies for Stolt

Tankers. We have assessed that the revenue in this division

carries a higher risk of material error as its calculation is more

judgemental in nature, since it is based on the estimated

percentage of completion of voyages that are in progress

atthe year-end, which is an estimate. We focused our audit

effort on the calculation of voyage revenue and costs, and

estimates over the percentage of completion of voyages

inprogress at the year end, due to the inherent level of

estimationuncertainty in these areas.

Refer also to note 2 in the consolidated financial statements.

We performed the following procedures:

 Obtained an understanding of the processes and controls

over voyage revenue recognition, including assessing the

design and implementation of key controls over this area,

and assessed the appropriateness of management’s

accounting policy, which has not changed since the

prioryear.

 Assessed the methodology for estimating and reviewing the

amount of revenue recognised at the year end and compared

this to the relevant accounting guidance under IFRS 15,

Revenue from contracts with customers.

 Tested certain key controls across the revenue cycle,

including those over key systems and automated

calculations of revenue and voyage accruals.

 Performed a fluctuation analysis for revenue and expense

accruals, comparing to change in average percentage

ofvoyage completion.

 Tested the run-off of the voyage accruals after year end.

 Tested management’s estimates regarding voyage

accounting using a retrospective analysis of previous

accruals and final voyage outcomes.

Based on the procedures performed, we noted no material

issues from our work.

Accounting for claims

Management makes judgements about the group’s exposure

to legal claims, in relation to claims against the group. At 30

November 2023 there was a provision of $316.8m in relation

tosuch claims.

This is considered to be a key audit matter because there

isaninherent level of estimation uncertainty in assessing the

group’s exposure to claims from third parties. In particular

wehave focussed our audit effort on assessing management’s

exposure to claims with reference to guidance received from

legal counsel.

Refer also to notes 19 and 26 in the consolidated

financial statements.

We performed the following procedures:

 Obtained an understanding of the processes and controls

over legal claims, including assessing the design and

implementation of key controls over this area, and assessed

the appropriateness of management’s accounting policy,

which has not changed since the prior year.

 Obtained the views of both internal and external legal

counselto consider the outcome of prior year litigation,

including developments and settlements, and the status

ofnew claims.

 Assessed post-year-end developments in material legal

claims, including in connection with the MSC Flaminia legal

claim, and ensured these had been appropriately reflected

inthe financial statements.

 Assessed the adequacy of the claims related disclosures in

the financial statements.

Based on the procedures performed, we noted no material

issues from our work.

145Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Independent auditors’ report to the members of Stolt‑Nielsen Limited

continued

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed

enough work to be able to give an opinion on the financial

statements as a whole, taking into account the structure

ofthegroup, the accounting processes and controls, and

theindustry in which it operates.

Stolt-Nielsen Limited has six divisions that operate globally:

Stolt Tankers which operates chemical tankers for the

transportation of bulk-liquid chemicals, oils, acids and clean

petroleum products; Stolthaven Terminals which provides

storage for bulk-liquid chemicals, oils, acids and clean

petroleum products; Stolt Tank Containers which provides

transportation for bulk-liquid chemicals and food-grade

products; Stolt Sea Farm which operates farms producing

premium fish species; Stolt Investments which focuses mainly

investing in entities in the bulk-liquid logistics, distribution, LNG

and land-based aquaculture sectors; and Corporate and Other.

The group has a number of subsidiaries, joint ventures and

associates, including those within the divisions mentioned and

also operates a shared service centre in Manila. Our scoping

considerations for the group audit were based both on

financial significance and risk.

Using audit teams based in Rotterdam and Houston, we have

performed full scope audits of the Deep Sea Trading and

Owning divisions of Stolt Tankers, and the Stolt Tank

Containers BV division of Stolt Tank Containers, due to

thefinancial significance of these components. In addition,

specified procedures have been performed by these teams

over certain financial statement line items for certain Stolt

Tankers and Stolt Tank Containers entities, and certain

corporate entities.

For Stolthaven Terminals, an audit of Property, plant and

equipment has been carried out at Stolthaven Houston and

Stolthaven Singapore (including Depreciation at Stolthaven

Singapore). An audit of Right-of-use assets and Lease

liabilities has also been carried out at Stolthaven Singapore

and Stolthaven Australasia.

For Stolt Sea Farm, specified procedures have been performed

over certain material financial statement line items in Stolt Sea

Farm Spain by our local team in this territory. Certain

procedures have also been performed at a group level

inLondon over additional items, including Cash and cash

equivalents, Investments in and advances to joint ventures

andassociates, Long-term debt, Short-term bank loans,

Derivative financial instruments, Income tax expense, Income

tax receivable, Income tax payable, Deferred tax assets,

Deferred tax liabilities, Legal provisions and Employee benefit

assets and liabilities, to gain coverage over these financial

statement line items as a whole across the group. Procedures

are performed on certain processes undertaken by the shared

service centre in Manila to the extent that those processes

contribute to the financial information of the components

asnoted above. Work is also performed over centralised

functions such as tax, treasury, legal and pensions, as well

asthe group consolidation, by the group team in London.

Where work was performed by teams outside of the UK,

wedetermined the level of independent involvement needed

atthose local operations to be able to conclude whether

sufficient, appropriate audit evidence had been obtained as a

basis for our opinion on the consolidated financial statements

as a whole. We issued formal, written instructions to the

teams outside the UK, setting out the work to be performed

byeach of them and maintained regular communication

throughout the audit cycle. These interactions included

participating in planning and clearance meetings with our

teams in The Netherlands, Spain, Singapore, and The United

States of America, holding regular video conference calls,

sitevisits to our Stolt Tank Containers component in Houston

and Tankers component in Rotterdam, as well as reviewing

working papers remotely and assessing matters reported.

In total the work performed accounted for 72% of consolidated

group revenue and 65% of the group’s total assets. At the

group level we also carried out analytical and other procedures

on the components not covered by the procedures

described above.

The impact of climate risk on our audit

As part of our audit we made enquiries of management to

understand the process management adopted to assess the

extent of the potential impact of climate risk on the group’s

financial statements and support the disclosures made within

the financial statements.

We challenged the completeness of management’s climate

risk assessment by assessing the consistency of management’s

climate impact assessment with internal climate plans and

minutes of meetings of the board of directors. We also read

the applicable sections of the group’s website for details

ofclimate related impacts.

Management has stated aspirations of running a carbon-

neutral Tankers business by 2050 and continues to work

onhow to achieve this. Given the stage of development

ofthegroup’s work toward finalising a transition plan, and

themedium to long term horizon it will play out in, the future

financial impacts are uncertain. The estimated financial

impacts of climate change will be reassessed prospectively

and our expectation is that climate change disclosures

willevolve as the understanding of the actual and potential

impacts on the group’s future operations are established

withgreater certainty.

The key area of the financial statements where management

evaluated that climate risk had a potential significant impact

was in the review of the Tankers cash-generating units

(‘CGUs’) for potential indicators of impairment.

Using our knowledge of the business we evaluated

management’s risk assessment, its estimates as set out in

note 2 of the financial statements and resulting disclosures

where significant. We considered the review of impairment

indicators to potentially be impacted by climate risk and

consequently we focused our audit work in this area.

146 Stolt-Nielsen Limited | Annual Report 2023

To respond to the audit risk identified in this area we tailored

our audit approach to, in particular, evaluate whether the

impact of both physical and transition risks arising due to

climate risk gave rise to a specific indicator requiring a further

impairment assessment. Additionally we challenged whether

the impact of climate risk in the assessment and disclosures

associated with the ability of the group to continue as a going

concern were both consistent with management’s climate

impact assessment (including the impact of climate related

targets on loan interest payments).

We also considered the consistency of the disclosures in relation

to climate change within the Annual Report with the financial

statements and the knowledge obtained from our audit.

Our procedures did not identify any material impact in the

context of our audit of the financial statements as a whole,

orour key audit matters for the year ended 30 November 2023.

Materiality

The scope of our audit was influenced by our application

ofmateriality. We set certain quantitative thresholds for

materiality. These, together with qualitative considerations,

helped us to determine the scope of our audit and the nature,

timing and extent of our audit procedures on the individual

financial statement line items and disclosures and in

evaluating the effect of misstatements, both individually

andinaggregate on the financial statements as a whole.

Based on our professional judgement, we determined

materiality for the financial statements as a whole as follows:

Overall materiality $28.3m (2022: $27.7m).

How we determined it 1% of revenue

Rationale for

benchmark applied

Based on the benchmarks used in the

Annual Report, we believe that revenue

is the primary measure generally used

by the shareholders in assessing the

performance of the group.

For each component in the scope of our group audit, we

allocated a materiality that is less than our overall group

materiality. The range of materiality allocated across

components was between $2.4m and $25.5m.

We use performance materiality to reduce to an appropriately

low level the probability that the aggregate of uncorrected

andundetected misstatements exceeds overall materiality.

Specifically, we use performance materiality in determining

thescope of our audit and the nature and extent of our testing

of account balances, classes of transactions and disclosures,

for example in determining sample sizes. Our performance

materiality was 75% (2022: 75%) of overall materiality,

amounting to $21.2m (2021: $20.7m) for the group

financial statements.

In determining the performance materiality, we considered

anumber of factors – the history of misstatements, risk

assessment and aggregation risk and the effectiveness

ofcontrols – and concluded that an amount at the upper

endof our normal range was appropriate.

We agreed with the Audit Committee that we would report to

them misstatements identified during our audit above $1.4m

(2022: $1.4m) as well as misstatements below that amount

that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the company’s

ability to continue to adopt the going concern basis of

accounting included:

Review of management’s base case and severe but plausible

downside scenario, ensuring the directors have considered all

appropriate factors. This included consideration of the future

cash flows, the liquidity position of the group, available

financing facilities, and the timing of contractual debt

repayments and committed capital expenditure.

Based on the work we have performed, we have not identified

any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the

group’s ability to continue as a going concern for a period

ofatleast twelve months from when the financial statements

areauthorised for issue.

In auditing the financial statements, we have concluded that

the directors’ use of the going concern basis of accounting

inthe preparation of the financial statements is appropriate.

However, because not all future events or conditions can be

predicted, this conclusion is not a guarantee as to the group’s

ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors

with respect to going concern are described in the relevant

sections of this report.

Reporting on other information

The other information comprises all of the information in the

Annual Report other than the financial statements and our

auditors’ report thereon. The directors are responsible for the

other information. Our opinion on the financial statements

does not cover the other information and, accordingly, we do

not express an audit opinion or, except to the extent otherwise

explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our

responsibility is to read the other information and, in doing so,

consider whether the other information is materially

inconsistent with the financial statements or our knowledge

obtained in the audit, or otherwise appears to be materially

misstated. If we identify an apparent material inconsistency or

material misstatement, we are required to perform procedures

to conclude whether there is a material misstatement of the

financial statements or a material misstatement of the other

information. If, based on the work we have performed, we

conclude that there is a material misstatement of this other

information, we are required to report that fact. We have

nothing to report based on these responsibilities.

147Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

a. The maintenance and integrity of the Stolt-Nielsen Limited website is the responsibility of the directors; the work carried out by the auditors does not involve consideration

ofthese matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented

on the website.

b. Legislation in Bermuda governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibilities for the financial

statements and the audit

Responsibilities of the directors for the financial

statements

As explained more fully in the Responsibility Statement set out

on page 142, the directors are responsible for the preparation

of the financial statements in accordance with the applicable

framework and for being satisfied that they give a true and

fairview. The directors are also responsible for such internal

control as they determine is necessary to enable the

preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are

responsible for assessing the group’s ability to continue as

agoing concern, disclosing as applicable, matters related

togoing concern and using the going concern basis of

accounting unless the directors either intend to liquidate the

group or to cease operations, or have no realistic alternative

but to do so.

The directors are responsible for presenting and marking up

the consolidated financial statements in compliance with the

requirements set out in the Delegated Regulation 2019/815

onEuropean Single Electronic Format (‘ESEF Regulation’).

Auditors’ responsibilities for the audit of the financial

statements

Our objectives are to obtain reasonable assurance about

whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and

toissue an auditors’ report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not

aguarantee that an audit conducted in accordance with ISAs

(UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial

statements.

Our audit testing might include testing complete populations

of certain transactions and balances, possibly using data

auditing techniques. However, it typically involves selecting

alimited number of items for testing, rather than testing

complete populations. We will often seek to target particular

items for testing based on their size or risk characteristics.

Inother cases, we will use audit sampling to enable us to draw

a conclusion about the population from which the sample

is selected.

A further description of our responsibilities for the audit of

thefinancial statements is located on the Financial Reporting

Council’s website at: www.frc.org.uk/auditorsresponsibilities.

This description forms part of our auditors’ report.

It is also our responsibility to assess whether the consolidated

financial statements have been prepared, in all material

respects, in compliance with the requirements laid down

intheESEF regulation.

Use of this report

This report, including the opinions, has been prepared for and

only for the company’s members as a body in accordance with

Section 90 of the Companies Act 1981 (Bermuda) and for

noother purpose. We do not, in giving these opinions, accept

or assume responsibility for any other purpose or to any other

person to whom this report is shown or into whose hands it

may come save where expressly agreed by our prior consent

in writing.

Partner responsible for the audit

The engagement partner on the audit resulting in this

independent auditors’ report is Gregory Briggs.

Other required reporting

Report on other legal and regulatory requirements

We have checked the compliance of the consolidated financial

statements of the company as at November 30, 2023 with the

relevant statutory requirements set out in the ESEF Regulation

that are applicable to financial statements. That is, for

the company:

 The consolidated financial statements are prepared

inavalid xHTML format;

 The XBRL markup of the consolidated financial statements

uses the core taxonomy and the common rules on markups

specified in the ESEF regulation.

In our opinion, the consolidated financial statements

ofthecompany as at November 30, 2023, identified as

stolt-nielsen-ar2023.zip, have been prepared, in all material

respects, in compliance with the requirements laid down

inESEF regulation.

PricewaterhouseCoopers LLP

Chartered Accountants

Watford

March 14, 2024

Independent auditors’ report to the members of Stolt‑Nielsen Limited

continued

148 Stolt-Nielsen Limited | Annual Report 2023

150 Shareholder Information

151 Offices and Facilities

Other Information

149Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Shareholder Information

Stock Listing

Common Shares

On Oslo Børs under symbol SNI

Shares Outstanding

(as of November 30, 2023)

Common Shares – 53,523,796

Country of Incorporation: Bermuda

Annual General Meeting

April 18, 2024 at 11:00 am

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Registrar

Common Shares – VPS

DNB Bank ASA

Dronning Eufemias Gate 30

0191 Oslo, Norway

Tel: +47 23 26 80 16

Email: sten.sundby@dnb.no

Auditors

PricewaterhouseCoopers LLP

40 Clarendon Road

Watford

Hertfordshire

WD17 1JJ

Financial Information

Copies of press releases and quarterly

earnings releases are available at:

www.stolt-nielsen.com or by contacting:

Stolt-Nielsen M.S. Ltd

Aldwych House

71-91 Aldwych

London WC2B 4HN

Tel: +44 20 7611 8960

Email: investors@stolt.com

Investor Relations and

Press Enquiries

Shareholders, securities analysts,

portfolio managers, representatives

of financial institutions may contact:

Jens F. Grüner-Hegge

Stolt-Nielsen M.S. Ltd

Aldwych House

71-91 Aldwych

London WC2B 4HN

Tel: +44 20 7611 8985

Email: j.gruner-hegge@stolt.com

For media enquiries, please contact:

Ellie Davison

Stolt-Nielsen M.S. Ltd

Aldwych House

71-91 Aldwych

London WC2B 4HN

Tel: +44 20 7611 8926

Email: e.davison@stolt.com

Other Information continued

150 Stolt-Nielsen Limited | Annual Report 2023

Offices and Facilities

Stolt Tankers

Argentina – Buenos Aires

Stolt-Nielsen Argentina S.A.

Moreno 584, 2

Floor, Office ‘A’

C1091AAL, Capital Federal

Buenos Aires

Argentina

Tel: +54 11 4345 5001

Australia – Melbourne

Stolt-Nielsen Australia Pty. Ltd.

Floor

60 Albert Road

South Melbourne

VIC 3205

Australia

Tel: +61 39820 3288

Brazil – São Paulo

Stolt-Nielsen Brazil Afretamento Ltda.

Al. Santos 2224, 3 Andar Cerqueira Cesar

São Paulo 01418-200

Brazil

Tel: +55 11 3897 4999

China – Shanghai

Room 1101, Raffles City Office Tower

No. 268 Xizang Middle Road

Shanghai 200001

China

Tel: +86 21 5877 9779

India – Mumbai

Stolt-Nielsen India Pvt Ltd

A-901, Godrej Coliseum,

Behind Everard Nagar, Sion East

Mumbai 400022

India

Tel: +91 22 2406 5600

Japan – Tokyo

Stolt-Nielsen Japan Co. Ltd.

Urban Shibakoen 4F

3-1-13, Shibakoen

Minato-ku, Tokyo 105-0011

Japan

Tel: +81 3 6841 7001

Netherlands – Rotterdam

Stolt Tankers B.V

Westerlaan 5

3016 CK Rotterdam

The Netherlands

Tel: +31 10 299 6666

Philippines – Manila

Floor The Podium West Tower

corner of ADB Avenue and

Dona Julia Vargas, Ortigas Center

Mandaluyong City

Manila

Philippines

Tel: +63 2 830 7900

Singapore

Stolt Tankers Singapore Pte. Ltd.

#10-01 mTower

460 Alexandra Road

Singapore 119963

Tel: +65 6273 4844

Switzerland – Zug

Stolt-Nielsen Switzerland AG

Baarerstrasse 149

6300 Zug

Switzerland

Tel: +41 41 766 30 20

Taiwan – Taipei

Stolt-Nielsen Taiwan Co. Ltd.

6F, No. 96, Sec 1

Jian Guo N. Road

Taipei 105

Taiwan

Tel: +886 2 2518 5078

UAE – Dubai

Stolt-Nielsen Middle East DMCC

Office 1802, Swiss Tower, Cluster Y

Jumeirah Lake Towers

Dubai

UAE

PO Box 337246

Tel: +971 4 5129800

US – Houston

Stolt Tankers USA, Inc.

15635 Jacintoport Blvd

Houston, Texas 77015

USA

Tel: +1 281 457 0303

US – New Orleans

Stolt Tankers USA, Inc.

2444 English Turn Road

Braithwaite

Louisiana 70040

USA

Tel: +1 504 682 1610

151Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Stolthaven Terminals

Australia – Newcastle

Stolthaven Newcastle (Terminal)

Lot 2 Steelworks Road

Mayfield

Newcastle

New South Wales 2304

Australia

Tel: +61 498 762076

Australia – West Melbourne

Stolthaven Coode Island (Terminal)

42-52 Mackenzie Road

West Melbourne

Victoria

Australia

Tel: +61 408 090802

Belgium – Antwerp

Advario Stolthaven Antwerp

Haven 623, Scheldelaan 450

2040 Antwerp

Belgium

Tel: +31 6 46308337

Brazil – São Paulo

Stolthaven Santos (Terminal)

R. Augusto Scaraboto, 215

Alemoa – Santos – São Paulo

11095-500

Brazil

Tel: + 55 13 3295 9000

China – Tianjin

Tianjin Stolthaven Lingang Terminal Co

No. 468 Bohai 15 Road

Lingang Industrial Area

Binhai New Area, Tianjin

P.R. China

Tel: +86 22 6661 9951

Malaysia – Westport

Stolthaven (Westport) Sdn Bhd

Petrochemical Jetty

Westport

42009 Port Klang

Selangor Darul Ehsan

Malaysia

Tel: + 60 3 31011551

Netherlands – Moerdijk

Stolthaven Moerdijk B.V. (Terminal)

Middenweg 30 – Port number M374

4782 PM

Moerdijk

The Netherlands

Tel: +31 168 334373

Netherlands – Rotterdam

Stolt-Nielsen Holdings B.V

Westerlaan 5

3016 CK Rotterdam

The Netherlands

Tel: +31 10 299 6666

New Zealand – Bluff

Stolthaven Bluff (Terminal)

Foreshore Road Island Harbour

Bluff 9814

New Zealand

Tel: +64 2 1614807

New Zealand – Mount Maunganui

Stolthaven Mount Maunganui (Terminal)

Corner Hewletts Rd & Tasman Quay Mt

Maunganui

Tauranga 3116

New Zealand

Tel: +64 2 1614807

Other Information continued

152 Stolt-Nielsen Limited | Annual Report 2023

Republic of Korea – Ulsan

297, Sanam-ro

Onsan-eup, Uljoo-gun

Ulsan City

Republic of Korea

Tel: +82 52 2388881

Singapore – Jurong Island

Stolthaven Singapore Pte Ltd (Terminal)

22 Tembusu Crescent

Jurong Island

Singapore 627611

Tel: +65 64 774530

UK – Dagenham

Stolthaven Dagenham (Terminal)

Choats Road

Dagenham

Essex RM9 6PU

Tel: +44 20 8593 7211

US – Houston

Stolthaven Houston Inc.

15602 Jacintoport Blvd

Houston

Texas 77015

USA

Tel: +1 281 860 6800

US – New Orleans

Stolthaven New Orleans LLC

2444 English Turn Road

Braithwaite, LA 70040

USA

Tel: +1 504 682 9989

Stolt Tank Containers

Offices

Argentina – Buenos Aires

Stolt Tank Containers S.A.

Stolt-Nielsen Argentina

SAU Moreno 550 1

Floor Office 132

Buenos Aires C1091AAL

Argentina

Tel: +54 11 4345 5001

Australia – Melbourne

Stolt-Nielsen Australia Pty. Ltd.

Floor

60 Albert Road

South Melbourne

VIC 3205

Australia

Tel: +61 3 9820 3288

Bermuda – Hamilton

Stolt Tank Containers Leasing Ltd

1 Bermudiana Road

Hamilton

HM08

Bermuda

Tel: +1 441 292 7337

Brazil – Santos

Stolt-Nielsen Brazil Afretamento Ltda.

Rua Frei Gaspar, 51 – Conj. 22 – Centro

Santos/SP

CEP 11010-091

Brazil

Tel: +55 13 3219 4558

Brazil – São Paulo

Stolt-Nielsen Afretamento Brazil Ltda.

Al. Santos 2224, 3 Andar Cerqueira Cesar

São Paulo, SP 01418-200

Brazil

Tel: +55 11 3897 4999

China – Shanghai

Stolt-Nielsen Transportation(Shanghai) Ltd.

and:

Shanghai Stolt-Nielsen Logistics Ltd

1101, Raffles City Office Tower

No. 268 Xizang Middle Road

Shanghai 200001

China

Tel: +86 21 6198 2200

China – Shenzen

Stolt-Nielsen Transportation (Shanghai) Ltd.

Shenzhen Rep. Office

Block C1, 7/F, Times Plaza

No. 1 Taizi Road

Shekou, Shenzhen 518067

China

Tel: +86 755 2667 6359

China – Tianjin

Stolt-Nielsen Transportation (Shanghai) ltd.

Tianjin Rep Office

Room 1703, Future Plaza, Tower A

No. 103 Wei Di Road

Hexi, Tianjin 300201

China

Tel: +86 22 2837 2278

Colombia – Bogotá

Stolt Tank Containers Colombia Ltda.

Carrera 16 # 97-48, Piso 6

Edificio Torre 97

Bogotá, D.C

Colombia

Tel: +57 1 443 0460

153Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

France – Le Havre

Stolt Tank Containers France SAS

1-5 Quai George V

76600 Le Havre

France

Tel: +33 2 32 79 63 00

Germany – Hamburg

Stolt Tank Containers Germany GmbH

Ida-Ehre-Platz 12

20095 Hamburg

Germany

Tel: +49 40 35 09 08 0

India – Mumbai

Stolt-Nielsen India Pvt Ltd

A-901, Godrej Coliseum,

Behind Everard Nagar, Sion East

Mumbai 400022

India

Tel: +91 22 2406 5600

Italy – Savona

Stolt Tank Containers Italy Srl

Piazza Ilaria Alpi, 2 int. 5

17100 Savona

Italy

Tel: +39 019 9420020

Japan – Tokyo, Minato-Ku

Stolt-Nielsen Japan Co Ltd

Urban Shibakoen 4F

3-1-13, Shibakoen

Minato-ku, Tokyo 105-0011

Japan

Tel: +81 3 3799 9447

Mexico – Mexico City

Stolt-Nielsen Mexico S.A. de C.V.

Calle Violeta No 16

Col San Jose de Jaral

Atizapan de Zaragoza

Mexico City

C.P. 52924

Mexico

Tel: +52 55 5308 2609

Netherlands – Rotterdam

Stolt Tank Containers B.V.(Headquarters)

Westerlaan 5

3016 CK Rotterdam

The Netherlands

Tel: +31 0 10 281 8888

Philippines – Manila

Stolt-Nielsen Philippines Inc.

Floor V. Corporate Centre

125 L.P. Leviste St.

Salcedo Village

Makati City 1227

Manila

Philippines

Tel: +63 2 830 7900

Saudi Arabia – Al Khobar

Stolt Tank Containers Saudi Arabia Ltd

Eastern Cement Tower

Floor, Office 305, P.O. Box 1634

Al Khobar 31952

Saudi Arabia

Tel: +96 613 887 0969

Saudi Arabia – Jeddah

PO Box: 6767, Kanoo Building No. II,

Floor, Office No. 26,

Al-Madinah Al-Munawwarah Road,

Distt. Al Faisaliyyah, Jeddah 23441,

Saudi Arabia

Tel: +966 56 5527078

Singapore

Stolt-Nielsen Singapore Pte. Ltd.

460 Alexandra Road

#10-01 mTower

Singapore 119963

Tel: +65 6273 4844

South Africa – Durban

Stolt-Nielsen Africa (PTY) Ltd.

13 The Boulevard

Westway Office Park

Westville

Durban 4319

South Africa

Tel: +27 31 561 4122

Taiwan – Taipei

Stolt-Nielsen Taiwan Co. Ltd.

6F, No. 96, Sec 1

Jian Guo N. Road

Taipei 105

Taiwan

Tel: +886 2 2518 5078

Other Information continued

154 Stolt-Nielsen Limited | Annual Report 2023

UAE – Dubai

Stolt-Nielsen Middle East DMCC

Office 1802, Swiss Tower, Cluster Y

Jumeirah Lake Towers

Dubai

UAE

PO Box 337246

Tel: +971 4 5129800

UK – Romford

Stolt Tank Containers UK Ltd.

Stolt-Nielsen House

1-5 Oldchurch Road

Romford, Essex

RM7 0BQ

Tel: +44 1708 746 070

US – Houston

Stolt-Nielsen USA Inc.

15635 Jacintoport Blvd

Houston

Texas 77015

USA

Tel: +1 281 457 0303

US – Linden, NJ

Stolt-Nielsen USA Inc.

c/o Infineum USA L.P.

Park & New Brunswick Avenue

CAB 139

Linden

New Jersey 07036

USA

Tel: +1 908 474 6030

Stolt Tank Containers

Depots

China – Jiangsu

Zhangjiagang Stolt Tank Container

Logistics Co Ltd.

90 Shanzheng Road, Jiangsu

Environmental Protection New

Material Industrial Park, Zhangjiagang

Free Trade Zone

Jiangsu 215600

China

Tel: +86 512 5871 9105

China – Tianjin, Hangu

Tianjin Binhai Stolt Container

Terminal Co Ltd.

92 Zi Dong St., Hangu Ind. Park

Hangu District

Tianjin 300480

China

Tel: +86 22 67158593

India – Gujarat

Stolt Tank Containers Cleaning &

Repair Kandla Pvt Ltd

Plot 344, Situated at GIDC-Phase II,

Mithirohar, Gandhidham 370201,

Kutch District, Gujarat

India

Tel: +91 99 79852662

India – Maharashtra

SPS Intermodal Services (India)

Private Limited

Plot No. 36/1 A

Dhigode Village

Uran Taluka, Raigad District

Maharashtra 410207

India

Tel: +91 99 8789 5780

Italy – Vado

Italy – Vado Tank Cleaning srl

Via G. Bertola 53

17047 Vado Ligure

Italy

Tel: +39 0192160106

Tel: +39 0192162103

Japan – Kobe

N.C. Stolt Transportation Services Co. Ltd

7-1, 6-Chome, Minatojima, Chuo-Ku

Kobe, Hyogo-pref 650-0045

Japan

Tel: +81 78 3032371

Japan – Nagoya

N.C. Stolt Chukyo Transportation

Services Co. Ltd

1152, Fujimae, 1-Chome, Minato-Ku

Nagoya, Aichi-pref 455-0855

Japan

Tel: +81 52 3031120

Japan – Tokyo, Ota-Ku

N.C. Stolt Transportation Services Co. Ltd

1-21 Tokai 4-Chome, Ota-Ku,

Tokyo 143-0001

Japan

Tel: +81 3 6841 7001

155Stolt-Nielsen Limited | Annual Report 2023

Directors’ Report Financial Statements Other Information

Republic of Korea – Yangsan

Hyop Woon Stolt Transportation

Services Co. Ltd

#800-6 Hogae-Dong, Kyung Nam

Yangsan City 50567

Republic of Korea

Tel: +82 55 3830841

Republic of Korea – Ulsan

Hyop Woon Stolt Transportation

Services Co Ltd

No: 58-13 Haknam-Ri, Onsan-Eup,

Ulju-Kun

Ulsan City 44992

Republic of Korea

Tel: +82 52 2371434

Netherlands – Moerdijk

Stolt Container Terminal Moerdijk B.V.

Middenweg 30,

4782 PM Moerdijk

The Netherlands

Tel: +31 1682 00000

Oman – Sohar

Joint Tank Services Sohar

P.O. Box: 360, Plot 3525

Sohar Free Zone, Sohar

Sultanate of Oman

Tel: +968 95919632

Saudi Arabia – Dammam

Kanoo Tank Services (Sahreej)

Behind GCC Olayan Yard,

Near King Abdul Aziz Sea Port Area

Dammam

Saudi Arabia

Tel: +966 56 5527078

Saudi Arabia – Jeddah

Kanoo Tank Services (Sahreej) – Jeddah

Shams Container Terminal Yard

Al Moulysaa, Jeddah 22623

Al Khumrah Al Saif Beach Road

Behind Guazain Roundabout

Jeddah

Kingdom of Saudi Arabia

Tel: +966 56 5527078

Saudi Arabia – Jubail

Kanoo Tank Services (Sahreej) – Jubail

Lot 6, Block 2, Section N,

Logistics Industrial Park,

P.O. Box 1806

Al Jubail 31951

Kingdom of Saudi Arabia

Tel: +966 56 5527078

Singapore – Jurong Island

Stolt Container Terminal Pte Ltd

23 Ayer Merbau Road

Jurong Island

Singapore 627825

Tel: +65 68610520

Thailand – Chonburi

Laem Chabang Tank Services Co. Ltd

Hemaraj Chonburi Industrial Estate,

369/2 Moo 6, Tambon Bowin, Amphur

Sriracha,

Chonburi 20230

Thailand

Tel: +66 38 3464224

Thailand – Chonburi

Thailand – FSTS

(Fusion Stolt Tank Services) Co. Ltd.

Hemaraj Chonburi Industrial Estate

369/2 Moo 6, Tambon Bowin,

Amphur Sriracha

Chonburi 20230

Thailand

Tel: +66 38 3464224

Taiwan – Kaohsiung

Stolt Container Terminal Co Ltd

No 14 Chu Kang 3

Street,

Ta Fa Industrial District

Kaohsiung 83164

Taiwan

Tel: +886 7 7872660

UAE – Dubai

Joint Tank Services FZCO

Plot No. S41004, Street No. S1102

PO Box 17512

Jebel Ali Free Zone (South)

Dubai

UAE

Tel: +971 4 8807801 Ext 107

UK – Grangemouth

Tankwash Limited

McCafferty Way

Dalgrain Industrial Estate

Scotland FK3 8EB

Tel: +44 75 8443 6146

US – Houston

Stolt-Nielsen USA Inc.

16300 Dezavala, Building 3,

Channelview

Texas 77530

USA

Tel: +1 281 8606302

Stolt Sea Farm

Spain – Santiago de Compostela

Stolt Sea Farm

Edificio Quercus

C/Letonia no 2

Polígono Costa Vella

15707 Santiago de Compostela

Spain

Tel: +34 981 837501

Other Information continued

156 Stolt-Nielsen Limited | Annual Report 2023

stolt‑nielsen.com

Floor, Aldwych House

71–91 Aldwych

London

WC2B 4HN

United Kingdom

Tel: +44 207 611 8960