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We move today’s products
for tomorrow’s possibilities
Annual Report 2025
Stolt Tankers
See page 11 for
more information
Stolt Tank Containers
See page 15 for
more information
Stolthaven Terminals
See page 13 for
more information
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 and 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 29-31.
Stolt-Nielsen is a market leader in the transportation and storage of bulk liquids.
Powered by a diverse global team and a legacy of quality, flexibility and reliability, we transport and store products
thattouch millions of lives every day, from fertilisers to food-grade products and cutting-edge chemicals.
This is what moves us.
We move today’s products
for tomorrow’s possibilities
This year the sustainability statement of Stolt-Nielsen Limited has
been prepared for the first time in compliance with the European
Sustainability Reporting Standards (ESRS, EU 2023/2772) and
Article 8 of EU Regulation 2020/852 (the Taxonomy Regulation).
See the full sustainability statement
on pages 40-123
1Stolt‑Nielsen Limited | Annual Report 2025 1
Our performance
Key figures
Operating revenue
US $2,769m
Operating revenue
by business
Total assets
by business
7,279
People
See page 101
for more information
3 Gold
Sustainability
ratings
from EcoVadis
US $6.57
Earnings per share
See page 193
for more information
US $776m
EBITDA
2
Operating profit
US $427m
Operating profit
by business
1
1. Excluding Corporate and Other loss of $30 million.
2. Earnings before interest, taxes, depreciation and amortisation, before fair value adjustment of biological assets and gain on disposal
ofassets, net and gain on step-up acquisitions of Avenir and HS4.
Stolt Sea Farm: 139
Stolt Tank Containers: 649
Stolthaven Terminals: 312
Stolt Tankers: 1,599
Stolt-Nielsen Gas: 68
US $ millions
11%
24%
5%
2%
58%
Stolt Sea Farm: 48
Stolt Tank Containers: 47
Stolthaven Terminals: 108
Stolt Tankers: 249
US $ millions
55%
24%
10%
10%
1%
Stolt-Nielsen Gas: 4
Stolt Sea Farm: 208
Stolt Tank Containers: 874
Stolthaven Terminals: 1,513
Stolt Tankers: 2,454
Stolt-Nielsen Gas: 486
Corporate and Other: 239
US $ millions
26%
15%
4%
8%
4%
43%
20252024202320222021
2,820
2,891
2,772
2,181
2,769
427
234
448
539
420
20252024202320222021
4,636
4,729
5,103
5,775
4,984
20252024202320222021
Total assets
US $5,775m
Financial highlights
2Stolt-Nielsen Limited | Annual Report 2025
At a glance
1
Liquid logistics supply chain solutions
Stolt Tankers
Leading operator of deep-sea and regional
chemical tankers, providing safe, high-quality
and flexible global transportation services
forbulk liquids.
Stolt Tankers operates in a highly cyclical
market and has long-standing experience
innavigating the cycle with strong discipline.
Stolthaven Terminals
Leading provider of storage and handling
solutions for bulk liquids and liquid
petroleum gases.
With a global network of strategically located
and highly connected sites, Stolthaven
Terminals has the scale and positioning
tosupport our logistics customers.
Stolt Tank Containers
Leading provider of door-to-door logistics
andtransportation services for shipments
ofbulk liquids, operating the world’s largest
fleet of ISO tanks.
Stolt Tank Containers has developed a global
and scalable platform driven by digitisation,
which can be leveraged to serve customers
worldwide with safe, high-quality and
sustainable logistics solutions.
Stolt Sea Farm
One of the world’s most advanced land-based
aquaculture companies and the premier
provider of high-quality and environmentally
sustainable turbot and sole.
~9,000tn
production capacity
Stolt Investments
Creating value from opportunities that align
with our core competencies and exploring
innovations in our core and adjacent sectors.
See pages 11–12 See pages 13–14 See pages 15–16
100%
in Avenir LNG
2.5%
in Golar LNG
13.6%
in Odfjell SE
(A shares)
6.1%
in Ganesh Benzoplast
12.3%
in The Kingfish
Company
167
chemical tankers
2
3.2m
deadweight
tonnes capacity
2
~5.1m
m
3
storage capacity
3
14
terminals
3
~65,000
tank containers
22
depots
3
1. All numbers accurate as at 30 November 2025.
2. Includes joint ventures and managed ships.
3. Includes joint ventures.
Each of our divisions operates independently and has its own tailored strategy. They are aligned
byourconnector strategies, which work across all divisions to drive improvements inoperational,
customer and people excellence, digitalisation and sustainability.
See page 18
3Stolt-Nielsen Limited | Annual Report 2025
Chairman’s statement
In challenging markets, characterised by
macroeconomic headwinds and continued geopolitical
uncertainty, Stolt-Nielsen Limited (SNL or the
Company) has demonstrated the resilience of our
business model.
Across our divisions we have maintained a focus on safety,
customer excellence, innovation, strategic execution
and delivering sustained results. Our businesses have
not only adapted to global challenges but also seized on
new opportunities, investing for long-term value creation
for shareholders.
Financial performance
In 2025, our people demonstrated the focus and adaptability
that are essential in today’s changing marketplace. As a result,
the Company has delivered an EBITDA of $775.5 million,
compared to $843.0 million in the prior year, and a net profit
of $350.2 million compared with $394.8 million in 2024. I
would like to thank each of our employees for their hard work
and contribution to our results this year.
Our disciplined capital allocation allows us to fund the
investment needs of our divisions to support our strategic
initiatives, meet debt service obligations and provide
dividends. The Company seeks to balance cashflow
generation, investment and shareholder returns, while
maintaining a comfortable headroom within the leverage
target set by the Board of Directors. Our investments are
focused on enhancing our market positions across the
divisions, building the foundation for future growth and
enabling resilience to protect our financial performance. This
year we acquired the outstanding 50% of the shares in our
joint venture, Hassel Shipping 4 (HS4), securing core tonnage
to maintain our network in Stolt Tankers. We also continued
to build capacity in Stolthaven Terminals, acquired Suttons
International in line with our strategy to leverage Stolt Tank
Containers’ global platform and acquired the remaining
shares of Avenir LNG Limited to enable us to fully direct its
future growth trajectory.
The Board approved an interim dividend of $1.00 per
Common Share to shareholders of record as of November 20,
2025, which was paid on December 3, 2025. On February 26,
2026, the Board recommended a final dividend of $1.00 per
Common Share, subject to shareholder approval at the SNL
Annual General Meeting on April 16, 2026. This demonstrates
our commitment to providing sustainable long-term cash flow
to shareholders.
This year the Company completed the 2016 share buyback
programme with the purchase of 403,000 shares at an
average price of $22.17 per share (NOK 228.89).
Strategy
Our strategy puts our three most important stakeholder
groups at the heart of everything we do: our shareholders, our
customers and our people. Our management team is focused
on developing our people to continuously improve our
customer experience and deliver ongoing shareholder value
through our unique market leadership across liquid logistics
and other business investments.
Corporate governance
During 2025, the Board held four scheduled meetings (two in
Bermuda, one in the Netherlands and one in Spain) and four
ad hoc meetings. The Audit Committee held eight scheduled
meetings (two in Bermuda, one in the Netherlands, one in
Spain and four virtually). Members of the Board and Audit
Committee also attended meetings throughout the year, as
required by business needs.
Our corporate governance is underpinned by well-established
policies that are regularly refreshed and communicated to the
organisation, including our Code of Business Conduct.
“Each of our divisions is a leader
inits space, with strong and
well-established strategies,
focusedon execution through
operational excellence to deliver
long-term value.”
Niels G. Stolt-Nielsen, Chairman
4Stolt-Nielsen Limited | Annual Report 2025
Chairman’s statement continued
Our online Speak Up platform is used by anyone internally
or externally to anonymously report unethical behaviour and
any possible or suspected breach of our Code of Business
Conduct. We take these reports seriously, and each is
investigated by the Head of Internal Audit, with oversight
fromthe Audit Committee (see page 99).
Succession planning
In November 2025, we announced that Jens F. Grüner-Hegge,
the Company’s Chief Financial Officer (CFO), has decided to
retire from his executive position in the second half of 2026
after more than 34 years with Stolt-Nielsen. Alex Ng, current
Vice President, Corporate Development & Strategy, has been
appointed by the Board as CFO designate, and it is intended
that he will take over the role of CFO as of August 1, 2026.
I am pleased that Jens will remain with the Company until
November 30, 2026, to support the transition. The Company’s
directors intend that Jens will be nominated to join the
Board as a non-executive Director on his retirement from his
executive role, subject to shareholder approval at the 2026
AGM. I would like to offer him my personal thanks for his
many contributions to the company, and his friendship over
the years, both during my time as Chairman and as CEO.
Investor engagement
The Board is committed to safeguarding shareholder interests
and preserving shareholder value. We place great importance
on maintaining open and constructive communication with
investors, a role fulfilled by both the Board and the executive
management team.
Alongside the AGM, held in April 2025, this year the Company
held a number of direct investor presentations and meetings
and a London-based investor roadshow.
Sustainability matters
As a global leader in the transportation and storage of bulk
liquids, we take our role as part of a sustainable global supply
chain seriously. Stolt-Nielsen is a signatory of the UN Global
Compact, an initiative for businesses committed to aligning
their operations’ accepted principles in the areas of human
rights, labour, environment and anti-corruption. We also
support the UN Sustainable Development Goals, prioritising
Responsible Consumption and Production, Climate Action,
and Life Below Water, and Stolt Tankers follows the
industry regulations set out by the International Maritime
Organization(IMO).
As always, we remain committed to fulfilling the requirements
of all applicable sustainability regulations. This year we
are reporting to the standards required by the Corporate
Sustainability Reporting Directive (CSRD) and European
Sustainability Reporting Standards (ESRS) in the sustainability
statement (see page 40). I commend the Stolt-Nielsen
team for undertaking the considerable work required to
comply with these requirements and add my voice to the
organisations and business leaders who have concerns about
the burden such reporting obligations place on organisations.
I would urge regulators to consider how to best balance
transparency on important matters with maintaining agility
and competitiveness in a global landscape.
Outlook
Geopolitical uncertainty looks set to continue into 2026;
weare living in a time of constant change. But the company
has weathered these cycles in the past, and we thrive in
providing solutions to our customers in challenging times.
Each of our divisions is a leader in its space, with strong
and well-established strategies, focused on execution
through operational excellence to deliver long-term value.
The Board remains confident that the Company is built on
solid foundations of effective governance and robust risk
management. Combined with a strong and forward-thinking
leadership team, a clear and focused strategy and a deeply
rooted company culture, we are well-placed to achieve
long-term growth.
Niels G. Stolt-Nielsen
Chairman
Stolt‑Nielsen Limited
March 17, 2026
To download materials from our investor
interactions,visit www.stolt-nielsen.com/investors
5Stolt-Nielsen Limited | Annual Report 2025
Chief Executive Officer’s review
Our focused liquid logistics strategy, diversified
portfolio and disciplined investment approach have
again enabled Stolt-Nielsen to deliver sustained
performance in a challenging market environment.
I am proud that the resilience of our business model, and
the dedication of our more than 7,250 people has allowed
us to navigate macroeconomic uncertainty while continuing
to focus on achieving our strategic goals, with safety always
remaining our highest priority.
We move today’s products for tomorrow’s possibilities
Culture is core to the success of any organisation, and at the
heart of a strong culture is a purpose. Our purpose is clear:
we move today’s products for tomorrow’s possibilities. This
comes to life in our liquid logistics businesses, where we form
a critical part of the supply chain, transporting and storing
more than 600 products for over 1,300 customers worldwide.
We provide the reliability and flexibility they need to navigate
today’s increasingly complex supply chain environment.
Strategy
We remain focused on our strategic ambition to be ‘Simply
the Best’ for our shareholders, customers and people. Our
liquid logistics divisions execute their individual strategies
and are aligned through our connector strategies, which
cut across the whole organisation to improve our ways
ofworking in operational, customer and people excellence,
aswell as digitalisation and sustainability.
Shareholders
I am pleased that we achieved a strong result in 2025. In a
sustained challenging environment, the Company achieved
EBITDA of $775.5 million, ending the year at the higher end
ofour guidance.
In our liquid logistics divisions, Stolt Tankers’ earnings
were impacted by ongoing geopolitical uncertainty, with
lower freight rates weighing on performance. Stolthaven
Terminals maintained stable utilisation amid demand
headwinds, while Stolt Tank Containers advanced its
digitalisation andprogressed to the next stage in its strategy.
In aquaculture, Stolt Sea Farm continued to perform well
andcontinued to invest in production capacity, with several
new sites under construction progressing positively.
Disciplined capital allocation and prudent debt management
supported a strong balance sheet as we invested to diversify
our revenue base while maintaining our market position.
The Board has recommended a dividend of $2.00 per share
for 2025 compared to $2.50 for 2024. Earnings per share
(EPS) was $6.57 in 2025, compared with $7.38 in 2024.
We continue to communicate that Stolt-Nielsen is not a
shipping company, but a logistics business: non-Stolt Tankers
operations now account for 57% of our asset base and 43%
of our EBITDA. We are building our non-tankers earnings
base through our capital investment programme to continue
to grow our long-term sustainable cash flow generation for
our shareholders.
Customer excellence
Quality, flexibility and reliability are the foundation of our
customer value proposition.
Our unique position in liquid logistics benefits customers
asthey build and optimise robust supply chains in uncertain
and demanding markets. 70% of our top 50 logistics customers
use more than one of our services, and we aim to make that
as easy as possible for these important accounts. From
global deep-sea tankers to regional and local fleets, terminals
and tank containers, our logistics offerings provide end-to-end
supply chain solutions that set us apart and position us as a
strategic partner.
Our focus on customers has resulted in strong net promoter
scores (NPS), which continue to outperform industry norms:
this year our average liquid logistics NPS was 52, up from 40
in 2024.
“Our people, clear purpose
anddiverse portfolio provide
theresilience and agility required
to deliver long-term value for
ourshareholders, customers
andother stakeholders.”
Udo Lange, Chief Executive Officer
6Stolt-Nielsen Limited | Annual Report 2025
Chief Executive Officer’s review continued
In 2025, we also launched CleanRight in the US, a value-added
service for our customers that builds on our deep expertise
intank cleaning and integrated wastewater management.
People excellence
Our people are our most important asset. Their passion
and commitment drive our success. This year, employee
engagement remained strong; our Employee Engagement
Survey showed a sustainable engagement score of 86%,
outperforming industry peers in all benchmark categories,
with a record response rate of 91%
1
. We have created a
workplace where our people want to stay long term, and the
average tenure for a Stolt-Nielsen employee is 9.27 years.
During the year, we further strengthened our Senior
Leadership Team by hiring a Chief Marketing Officer,
appointing a senior leader for the APAC region and welcoming
a Vice President of Continuous Improvement. We also
announced the planned retirement of Jens F. Grüner-Hegge
as CFO towards the end of next year. I am grateful for all
of Jens’ contributions in his long career with Stolt-Nielsen
and am pleased that our current Vice President Corporate
Development, Alex Ng, is intended to step into the CFO role
in August.
As ever, our top priority is the safety of our people, and
our divisions continued to achieve safety performance
significantly ahead of industry standards.
See page 104 for more on our safety performance.
Investments
We are making targeted investments to position our business
for long-term growth and to ensure our liquid logistics solutions
remain compelling for the future. We spent $528 million in
2025 and increased our asset base to a record $5.8 billion.
We strengthened our market position and customer
value proposition in all three logistics businesses. In Stolt
Tankers we continued to invest in assets to maintain our
network, acquiring the remaining 50% in the HS4 joint
venture and ordering two additional modern, fuel-efficient
38,000 dwt newbuilds with our joint venture partner NYK.
At Stolthaven Terminals, we started construction of a new
terminal in Türkiye, while our terminal in Taiwan advanced
towards operational status, and we invested to expand
capacity in the US, Korea and New Zealand. In Stolt Tank
Containers, we acquired Suttons International, a leading ISO
tank operator, expanding our fleet and strengthening our
market-leading position. We also acquired the remaining 53%
of Avenir LNG, increasing our exposure to the growing LNG
bunkering market.
Sustainability
Sustainability remains a priority. Achieving EcoVadis Gold
ratings this year for all our logistics divisions demonstrates
our progress in building more sustainable operations. We
are also reporting for the first time this year to the required
standards of CSRD, a significant collective effort from
our teams.
Market and outlook
Subdued chemical demand, ongoing geopolitical uncertainty
and tariffs will continue to affect our customers and the liquid
chemical logistics industry next year.
Stolt Tankers sees encouraging signs of stability in the
chemical tanker market, supported by an improvement
in spot rates during the last quarter of 2025 and positive
rate developments in adjacent product and crude markets.
On the supply side, we anticipate modest net fleet growth,
which introduces a degree of uncertainty as new vessels
are delivered.
Challenging demand drivers have seen customers take a
‘wait-and-see’ approach on storage decisions, and we expect
this caution to persist into 2026. Stolthaven Terminals is
focused on flexing its commercial approach between rate
optimisation and utilisation to cater for local market dynamics.
The tank container market is expected to remain highly
competitive amid soft chemical demand. However, we believe
that low levels of new tank production and ongoing capacity
rationalisation lay the foundations for an eventual market
recovery. Stolt Tank Containers remains well-positioned for
apotential upturn.
As we look to the year ahead and beyond, our strong strategic
foundations position us well to navigate future challenges and
opportunities. Our people, clear purpose and diverse portfolio
provide the resilience and agility required to deliver long-term
value for our shareholders, customers and other stakeholders.
On behalf of our leadership team, I thank you for your
support, and I look forward to driving Stolt-Nielsen’s
continued success.
Udo Lange
Chief Executive Officer
Stolt‑Nielsen Limited
March 17, 2026
1. Excluding seafarers, where the response rate was 66%.
7Stolt-Nielsen Limited | Annual Report 2025
Creating value through
our integrated ecosystem
Long-term value creation
Corporate structure
• Efficient use of assets and focus on
cost control
• Disciplined capital allocation and prudent
risk management
• Focus on providing consistent competitive
cash returns to shareholders
Strong market positions
• Businesses with strong global positions
and attractive demand fundamentals
• Economies of scale drive lower costs and
offer operational agility to our customers
Expert logistics industry knowledge
• Leveraging our knowledge and
relationships to anticipate customer needs,
design solutions and ultimately deliver
strong cash flow
• Long-standing, strategic partnerships
withkey customers
Diversified liquid logistics portfolio
• Best-in-class customer service, from
simple logistics to integrated end-to-end
liquid logistics supply chain solutions
• Flexibility to navigate industry and
macro cycles
Serving significant end markets
• Global liquid logistics businesses store
and transport essential feedstocks for
the consumer goods, agriculture and
chemical/energy industries, as well as
food-grade products
• Innovative land-based aquaculture
addresses the growing demand for
sustainable seafood
Business model
Aquaculture and investments
Investments aligned with our strategy
and core competencies create value,
while we also seek technology
ventures with potential to improve
ouroperational efficiency, enhance
our sustainability and drive innovation
in bulk liquid logistics, energy storage
and distribution, liquefied natural
gas (LNG), land-based aquaculture
andsustainable technologies.
Underpinned by The Stolt Way
The Stolt Way reflects the non-negotiable
principles we have been committed to since
theCompany began. Our four values shape the
way we do business and how we interact with
each other, our customers and other stakeholders.
Theyare underpinned byoursteadfast
commitment to safety andto working
sustainably in everything we do.
C
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l
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e
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People
and planet
Our liquid
logistics
businesses
Safety
first
Stolt Sea Farm
Stolt
Investments
Liquid logistics
We deliver value for customers
byleveraging close links between
ourthree liquid logistics businesses
– Stolt Tankers, Stolthaven Terminals
andStolt Tank Containers.
Stolt
Tankers
Stolthaven
Terminals
Stolt Tank
Containers
8Stolt-Nielsen Limited | Annual Report 2025
Liquid logistics
Global network connecting liquid logistics hubs
Our ambition:
Unmatched liquid logistics performance
across 120+ countries
Stolthaven
Terminals:
Reliable and
strategic buffers
Stolt Tank
Containers:
Flexibility
and reach
Stolt Tankers:
The global backbone
Key shipping lanes
Liquid logistics hubs
STC depots
STC offices
Stolthaven Terminals
9Stolt-Nielsen Limited | Annual Report 2025
Our strategy
These come together through
our connector strategies,
which cut across the divisions
Operational excellence
Continuous improvement is at the heart
ofour performance, helping us to maximise
efficiencies, reduce costs and offer
high-quality services.
Customer excellence
We are focused on creating valuable
solutions through our strategic partnerships
with customers.
People excellence
Our people are vital to our success, so we
want to support them to be the best they
can be. We aim to be an employer of choice
inour markets.
Digitalisation
Digitalisation is improving our customer
experience, utlilisation and operational
efficiency. AI, digital and cybersecurity are
atthe heart of each business strategy.
Sustainability
We aim to work in a way that is safe for both
people and the environment, meeting all local
and international regulations.
Our strategic approach
Our ‘Simply the Best’ strategy
elevates business performance
and unlocks company-
wide synergies.
We aspire to be:
– The best solution
forcustomers
– The best employer
– The best investment choice
for shareholders
We aspire to be ‘Simply the Best’ for our
customers, people and shareholders
Our liquid
logistics
businesses
Stolt
Tankers
Stolthaven
Terminals
Stolt Tank
Containers
#1
Largest tanker fleet
by dwt
1
#8
Independent global
storage providers
1
#1
Global tank
operators fleet
1
9.34
Annual Efficiency
Ratio (AER)
2
+100k
m
3
storage capacity
1
added in 2025
+14,000
Tank container
fleet growth
1. Sources: CKB Fleet List (February 2026), includes regional and barging fleet; https://tankterminals.com/ – storage terminals that can hold both chemicals and CPP, including joint ventures;
ITCO Global Tank Container Fleet Survey (2025).
2. AER: gramme CO
2
emitted per transport work.
Each of our divisions has its own strategy, tailored to
itssegment and markets. We deliver value for customers
by forging closer links between our three liquid logistics
businesses.
10Stolt-Nielsen Limited | Annual Report 2025
Business review
Who we are
Stolt Tankers (ST) is a leading global operator of deep-sea
and regional chemical tankers, with a fleet of 167 ships
transporting more than 18 million tonnes of cargo annually.
Our services span Europe, the Middle East, Asia Pacific
including Australia and New Zealand, the Caribbean, the US
and Latin America. We provide safe, reliable, high-quality
andflexible transportation for chemicals, edible oils, acids
and other bulk liquids to the world’s leading manufacturers
and consumers.
Strategy
ST’s strategy is aligned to SNL’s aim to be ‘Simply the
Best’ for our customers, people and shareholders. We are
committed to providing a high-quality and reliable service and
building strategic partnerships. Safety for our people and the
environments we work in is fundamental to how we operate.
Our ambition is to achieve a sustainable return on capital
employed (ROCE) through the cycle.
Working together with SNL’s other liquid logistics businesses,
ST is a key part of SNL’s end-to-end liquid logistics supply
chain offering.
2025 in review
2025 was marked by significant macroeconomic
uncertainties and geopolitical disruption, resulting in a general
softening in the chemical tanker market after the cyclical
highs experienced in recent years.
The average deep-sea time charter equivalent (TCE) revenue
declined by 18.3% compared to the record levels achieved
in 2024, to $25,788 per operating day. Despite geopolitical
challenges, our experience, expertise and platform flexibility
enabled us to respond rapidly to shifting conditions. We adjusted
vessel itineraries and focused on cost discipline, aswe worked
closely with customers to support their supply chains and
business objectives.
Creating shareholder value
The global chemical tanker market operated against an
especially complex backdrop in 2025. Ongoing geopolitical
and trade tensions disrupted traditional trade lanes, impacting
voyage durations and customer demand. However, the
product tanker market has remained relatively firm, limiting
swing tonnage to the chemical tanker segment.
Operating revenue for ST was $1,599.0 million, down from
$1,802.9 million in 2024. Revenue was affected by lower
volumes and reduced freight rates driven by challenging
market sentiment, subdued specialty cargo activity and
regional fleet pressures. Operating days grew following a
net increase in the fleet, but this did not fully mitigate the
impact of rate declines. Operating profit also declined year on
year to $249.2 million (2024: $390.1 million). We continued
to manage costs tightly, reducing voyage and operational
expenses through our continuous improvement efforts.
We invested $176 million during the year. The purchase of the
remaining 50% of the Hassel Shipping 4 joint venture in the
first quarter made an immediate contribution to earnings and
should continue to give a positive contribution in the future.
We have also been investing in newbuildings.
Customer excellence
We are an essential part of global supply chains. By leveraging
our global platform, we position ourselves as a strategic
partner for customers and focus on deepening relationships
with tonnage providers, shipyards and key customers to
enhance our flexibility.
Through our active engagement with trade bodies, port
authorities and our customers, we worked to make the case
for protecting the ability of the chemical industry to compete
and deliver value in and out of the US during the first half of
2025. Chemical tankers were ultimately exempt from port fees
related to USTR Section 301 based on both ship type and on
falling below minimum deadweight tonnage limits, one of very
few shipping segments to be awarded any concessions due
to its economic importance and specialised nature.
55%
of total
operating
profit¹
58%
of total
operating
revenue
1. Excluding Corporate and Other loss
of $30 million.
Performance
(US $ millions) 2025 2024 2023
Operating revenue 1,599 1,803 1,710
Operating profit 249 390 371
Percentage group total
Stolt
Tankers
11Stolt-Nielsen Limited | Annual Report 2025
Business review continued
Digitalisation
We place strong strategic emphasis on digital innovation
to enhance customer experience and drive more efficient
operations. Our customer portal allows real-time tracking
of cargo, easy access to cargo-related documents and
increasing transparency to enhance the customer experience.
Other digital initiatives drive more efficient operations by
optimising and connecting processes, ease compliance
with regulatory obligations or support data-driven decision-
making. For example, our crew uses a self-service app to
digitally update personal information, submit expenses and
other requests, reducing manual input.
People excellence
Safety is paramount within our operations, and mental
wellbeing is equally important for everyone. Our flagship
health and safety programme, Slashed Zero, this year
strengthened our approach through new tools and a series
of training sessions, seminars and newsletters. We also ran
a proof of concept to perform risk calculations on all ships,
helping identify those with the highest safety risk, and for
seafarers we completed the rollout of our wellbeing app,
BigYellow Fish.
We are committed to offering professional development
opportunities to retain our talent and develop our people to
reach their full potential. We also seek to develop rewarding
and lifelong careers at sea beginning with our cadets training.
During 2025, we recruited 75 new cadets, and we are proud
that 94% of our new officers onboard this year originally
joined us as cadets or were promoted through our bridging
programme from rating ranks.
Sustainability
ST aligns our sustainability approach to the International
Maritime Organization (IMO) and we are progressing towards
our Annual Efficiency Ratio (AER) reduction ambitions for
2030 (2025 AER: 9.34, a 9.3% reduction compared to prior
year). Ongoing decarbonisation efforts include exploring
sustainable fuels, increasing operational efficiency, energy
audits, biofouling management and the installation of
energy-efficient technology. Our approach to responsible
shipping is reflected in our EcoVadis Gold rating awarded
inDecember 2024.
However, we welcome the pause taken by the IMO to fully
assess its Net-zero Framework. We will continue to engage
in the dialogue during this consultation period to contribute
to a balanced, realistic and collaborative approach that
brings together all stakeholders, including shipowners,
ports, governments and fuel providers, to make meaningful
progress on this key issue.
Outlook
Looking ahead, we expect continued global uncertainty
in2026 as macroeconomic and geopolitical risks persist.
Keyissues include ongoing Red Sea and Middle East
instability, which could further impact trade flows and
voyage durations either positively or negatively. Steady
GDP-driven chemical demand growth is expected, and we
see a manageable but growing newbuild orderbook balanced
against an ageing global fleet; there remains high potential
forretirement of vessels to manage supply where necessary.
We continue to invest in operational excellence, digitalisation
and sustainable fleet renewal, positioning us to respond
rapidly to shifting market conditions and seize strategic
opportunities as they arise. ST enters 2026 focused and
resilient, equipped for the challenges and opportunities
ahead. We are committed to delivering long-term value
by maintaining a market-leading service, investing in
environmental and operational innovations that drive
commercial benefits, and building deep, collaborative
partnerships with customers and stakeholders.
Maren Schroeder
President
Stolt Tankers
12Stolt-Nielsen Limited | Annual Report 2025
Who we are
Stolthaven Terminals is a leading global provider of storage
solutions for specialty bulk liquids, including chemicals, clean
petroleum products, liquefied petroleum gases, biofuels,
oleochemicals, oils and fats. With more than five million cubic
metres of storage capacity across 14 terminals (including
joint ventures) strategically located near major international
shipping and transportation hubs, the division provides
customers with essential access to global supply chains
andcritical markets.
Strategy
Aligned with SNL’s strategic aims to be ‘Simply the Best’
for our shareholders, customers and people, Stolthaven
Terminals has a mission to be ‘the most respected global
storage provider’. To that end, we pursue a strategy of
optimising our operations, developing new business
opportunities, embedding a customer-centric approach
andcaring for our people and the environment.
Alongside our divisional strategy, we continue to work closely
with the other divisions and support functions to deliver SNL’s
unified liquid logistics strategy. The goal is to provide reliable,
integrated end-to-end solutions that enhance the operational
and cost efficiency of our customers’ existing supply chains.
2025 in review
In an increasingly dynamic global market, we achieved
performance in line with a record 2024, while investing for
future growth. Following tank additions at our terminals in
Mount Manganui, New Zealand and Houston, US, expansion
projects continued in the US in New Orleans and Houston
and in South Korea. Notably, the new joint-venture terminal
in Taiwan has advanced towards full operational status,
anticipating growing demand in the Asia-Pacific region.
Ongoing projects, such as the development of a new industrial
terminal in Ceyhan, Türkiye, and strategic capacity increases
across wholly owned and joint-venture assets underscore
our investment in long-term value creation. Investments
were also directed at maintaining and modernising terminal
infrastructure and supporting our digitalisation roadmap.
Wecarefully balance capital allocation with market
opportunities to generate long-term value for shareholders
while navigating a constantly changing global landscape.
Creating shareholder value
In 2025, Stolthaven Terminals demonstrated resilience amid
ongoing geopolitical uncertainty, volatile global markets and
evolving regulatory requirements. Robust performance was
underpinned by a focus on securing new business at higher
storage rates, optimising pricing on existing contracts and
strong operational controls.
Operating profit was $107.8 million in 2025 compared to
$110.4 million in 2024. Operating revenue increased 1.4%
to $312.4 million, compared to $308.0 million in 2024
as utilisation increases were offset by lower throughput
activity as a result of increased market uncertainty. These
steady results demonstrate the strength and resilience of
our business in the face of geopolitical, macroeconomic
andenvironmental challenges.
Terminal utilisation rates have gradually improved since
thebeginning of the year; average utilisation at our terminals
was 91.7%, compared to 90.8% in 2024. While the increased
uncertainty in global trade impacted some regions,
theCompany’s diversified asset base provided resilience
tomarket fluctuations.
Customer excellence
Taking a customer-centric approach continues to be a core
pillar of Stolthaven Terminals’ value proposition, and our
people are focused on working together to continuously
improve the experience for the customer. In 2025, the
Company maintained close partnerships with its global
customer base, adapting services and creating solutions
toaddress changing supply chain requirements during times
ofuncertainty and market volatility.
Performance
(US $ millions) 2025 2024 2023
Operating revenue 312 308 300
Operating profit 108 110 105
Stolthaven
Terminals
11%
of total
operating
revenue
24%
of total
operating
profit
1
1. Excluding Corporate and Other loss
of$30 million.
Business review continued
Percentage group total
13Stolt-Nielsen Limited | Annual Report 2025
Business review continued
The ongoing rollout of our enhanced customer portal,
designed to increase transparency and responsiveness,
has been met with positive feedback from initial users.
Integrated feedback mechanisms are underpinning
continuous improvements to our service offering. We were
also honoured to receive multiple customer awards again
this year, recognising our commitment to excellence and
customer satisfaction.
Digitalisation
Building on the previous year, we have progressed well in
our digital journey. We continued the rollout of our next-
generation Connected Worker project, which provides a
paperless workflow in the field, improves the safety of our
operational environment and feeds real-time data into our
systems, including our customer portal. The platform has
now managed more than 50,000 work orders.
Digital risk management, with a renewed emphasis on
cybersecurity, featured prominently in 2025. We rolled
out system upgrades and awareness initiatives across
the network and continued to test and implement new
technologies for tank inspection, such as drones and
sensor integration.
People excellence
The contributions of our people remain central to our
operational excellence. In 2025, we advanced several
initiatives to support employee engagement and foster a
culture of safety and integrity, including optimising processes
to reduce strain on the team, improved communications
and an increased focus on leadership and virtual training
programmes. Regular town hall sessions facilitated active
engagement and communication with staff, and we used
insights derived from regular employee surveys to drive
continuous improvement programmes.
Safety performance was again a highlight, and continued
in the right direction. This year, we implemented a Safety
360 dashboard, giving us real-time insights into safety
performance and incidents and ran a survey of our truck
drivers to better understand and mitigate the health and
safety risks they face.
Sustainability
In 2025, we retained our EcoVadis Gold rating, positioning
us among the top 5% most sustainable companies for
warehousing and storage.
Many of our customers are on their own energy transition
journey. To support their sustainability goals, we have
enhanced the online transportation emissions reporting tool
that allows them to track their emissions and choose more
sustainable modes of transport.
Outlook
Looking ahead, Stolthaven Terminals expects stable market
conditions, with terminal utilisation expected to rise steadily,
increased capacity from the completion of the expansion
projects in the US and a focus on cost management.
Geopolitical risks and macroeconomic challenges continue
to influence the market; however, the division’s attractive
portfolio of key bulk liquid storage infrastructure offers
ongoing resilience. Key business improvement initiatives,
ongoing expansion across several sites and continued digital
enhancements are expected to drive value for customers
and shareholders.
Guy Alexander Bessant
President
Stolthaven Terminals
14Stolt-Nielsen Limited | Annual Report 2025
Who we are
Stolt Tank Containers (STC) is a leading global provider
ofend-to-end logistics and transportation solutions for
door-to-door shipments of bulk liquids. We operate the
world’s largest fleet of ISO tanks, with 65,000 tank containers
delivering products to more than 100 countries. In addition
to the safe handling and shipment of products, our 22
full-service depots and refurbishing facilities ensure our fleet
and cargo-handling operations consistently meet the highest
standards for quality, reliability and environmental protection.
Strategy
STC’s strategy is closely aligned with SNL’s strategy and
values. In 2025, we continued to pursue our ambition to be
‘Simply the Best’ for shareholders, customers and our people.
In a fragmented market, STC’s scale, global platform and
decades of operational experience enable us to offer reliable,
agile liquid logistics solutions for customers across the
world. Our global operating model is flexible and adaptive,
supporting long-term growth and stability. This combination
of market-leading scale, comprehensive service offerings and
operational resilience benefits our customers and delivers
attractive returns, diversification and long-term growth for
our shareholders.
2025 in review
STC was focused on disciplined strategic execution in
2025. In a market where scale matters, we enhanced our
current fleet to 65,000 through both organic growth and
the acquisition of Suttons International (Suttons), which
also added new geographies and service capabilities to the
STC platform. Our people remained committed to keeping
customers’ products moving and improving our service
during a year of market uncertainty.
We enhanced our digital systems for end-to-end container
tracking and customer interaction, supporting efficiencies
and transparency, which were even more necessary in2025
with so much supply chain volatility. Our investments
in automation and data analytics have made logistics
operations easier for the customer and more efficient for STC.
And, of course, we retained our focus on the most important
thing: the safety of our people, the products we carry and
the environment.
Creating shareholder value
Amid a challenging external environment, our focus on cost
efficiency, optimised network utilisation and customer-centric
commercial strategies supported financial performance
through 2025 in a weak market.
Operating profit for STC decreased year-on-year by
$11.8 million, to a total of $47.2 million in the full year 2025,
reflecting moderate market headwinds.
During the year, we invested $100 million. We acquired
Suttons, a UK-based ISO tank operator, expanding our
fleet andbroadening our service offering to include gas
distribution, domestic short-sea and China domestic services.
This transaction supports our strategy to scale this asset-light
business and strengthen our global market presence, enhancing
our market position. In 2026, we will focus on the integration
of Suttons, delighting our customers and delivering synergies.
Customers
STC’s customer-first approach remains a key differentiator.
In2025, we continued to build lasting partnerships by offering
flexible, high-quality logistics solutions, with a particular focus
on safety and reliability.
We proactively addressed emerging customer needs related
to geopolitical disruptions in key global trade routes. Our ability
to adapt and re-route containers rapidly has reinforced our
role as a trusted partner amid ongoing trade lane volatility.
We also expanded our geographic presence across growth
markets to better serve our customers.
Performance
(US $ millions) 2025 2024 2023
Operating revenue 649 652 700
Operating profit 47 59 117
24%
of total
operating
revenue
10%
of total
operating
profit
1
1. Excluding Corporate and Other loss
of$30 million.
Business review continued
Percentage group total
Stolt Tank
Containers
15Stolt-Nielsen Limited | Annual Report 2025
Business review continued
Digitalisation
Our integrated platform, supported by investments in digital
tracking and customer portal enhancements, helped us meet
evolving supply chain requirements and deliver superior
visibility. This means that from getting a price for transport
and booking cargo to updating documentation and predictive
tracking of the cargo the platform is increasingly digital.
People
At STC our people are central to our success. In 2025,
we invested in targeted leadership development, health
and safety, technical training and employee wellbeing.
Wemaintained strong engagement and retention levels.
Our programmes for talent development and succession
planning remain a strategic priority, underpinning both our
operational resilience and our pipeline for future leaders.
Our top priority remains ensuring our people get home safe
and our products arrive safely at their destinations. This
year, we completed the rollout of the first phase of our global
event management system to enhance safety and regulatory
compliance, launched an in-house calculation module
ensuring accurate filling ratios and automated issue reporting,
and strengthened our Lessons Learned programme to foster
continuous improvement across the organisation.
Sustainability
As a testament to our focus on acting responsibly, we were
pleased to retain our EcoVadis Gold rating for the year, placing
us in the top 5% in logistics.
We executed further emissions-reduction initiatives and
energy-efficiency projects across our depots and logistics
systems, remain committed to investing in sustainable
intermodal transport solutions and continue to monitor
andreport on our Scope 3 carbon footprint.
Outlook
Looking ahead, while market volatility and geopolitical risks
may persist, our global presence is a key strength in a market
where scale matters. The long-term containerisation trend
and low capital intensity contribute to market fragmentation.
In this context, our scale, ability to optimise our network,
investments in technology and synergies with terminals
andtankers create a sustainable competitive advantage.
This year has reaffirmed STC’s resilience, adaptability and
customer focus, and we head into 2026 confident in our
ability to continue to deliver as the world’s largest ISO tank
operator, providing end-to-end logistics and transportation
solutions for door-to-door shipments of bulk liquids.
Hans Augusteijn
President
Stolt Tank Containers
16Stolt-Nielsen Limited | Annual Report 2025
2025 in review
The global seafood market in 2025 continued to face
pressures, including tightening regulations, unstable supply,
and geopolitical uncertainty. Despite these challenges, SSF’s
premium positioning, focused market activation efforts
and unique value proposition delivered positive returns
for shareholders. Average prices for turbot increased by
12.5% over 2024, with sole prices rising 7% year-on-year,
demonstrating the demand generation resulting from our
diversification strategy for our high-quality products.
We remain committed to our long-term aspiration of
reaching 24,000 tonnes of production capacity by 2038.
In 2025, we completed an expansion of our broodstock
facilities, advanced the expansion of our hatchery in Cervo,
Spain, and neared completion of a new recirculation unit for
sole in Tocha, Portugal, alongside other key investments.
Ourstrategy to access new markets continued to yield results,
with both turbot and sole now sold in over 30 countries,
enhancing our global footprint and customer base.
Customer excellence
Delivering excellence to our customers is at the heart
of our business. In 2025, our turbot, in both fresh and
frozen presentations, was awarded the highest rating in
the Superior Taste Awards for the third consecutive year,
earning the prestigious Crystal Taste Award. Organised by
the International Taste Institute, these awards are globally
recognised, and we were proud that our turbot became the
first flatfish to receive this distinction. Having founded SSF
inthe early 1970s in Norway, we are particularly proud that
our turbot was this year served at the Noble Prize dinner in
Oslo. Such recognitions underscore our dedication to quality
and the distinctive culinary experience our products offer.
Sustainability
Sustainability remains integral to our customer offer,
operations and growth. In 2025, all SSF turbot farms achieved
Aquaculture Stewardship Council (ASC) certification, making
us the only flatfish producer in Europe with all farms certified.
We continued to reduce the use of fishmeal and fish oil in our
feed formulas. We are researching opportunities to reduce
the marine ingredients in fish feed by 50% for turbot and 65%
for sole by 2030, compared to 2019 levels. These efforts are
balanced with a steadfast commitment to animal welfare
and product quality, with each step assessed against our
high standards and validated through external consumer
panels to ensure we deliver a consistently delightful culinary
experience.
People excellence
Our people are central to our success, and safety is always
our highest priority. In 2025, allsites completed facilities
and machine security audits, over 500 medical checks were
conducted, and more than 2,000 health and safety training
sessions were delivered. Participation in the Employee
Engagement Survey reached 89%, demonstrating our team’s
commitment and engagement. We continue to invest in
our people, fostering a culture of excellence, safety, and
continuous improvement across all levels of the organisation.
Outlook
Looking ahead, SSF is well positioned to build on its
achievements and pursue disciplined growth. Our focus
remains on expanding capacity, entering new markets, and
advancing sustainability, while maintaining our unwavering
commitment to safety and quality. By leveraging the strengths
of the Stolt-Nielsen Group and the expertise of our dedicated
team, we are confident in our ability to deliver value for our
customers, shareholders, and communities.
Jordi Trias Fita
President
Stolt Sea Farm
Business review continued
Who we are
Stolt Sea Farm (SSF) is one of the world’s most advanced
land-based aquaculture companies and a premier producer
ofhigh-quality turbot and sole. From 14 sites, SSF produces
and distributes products to more than 30 countries.
Strategy
Our purpose is to ensure future generations continue to enjoy
wonderful seafood. To achieve that, we aim to establish
SSF as a leading global seafood enterprise, expanding the
geographical reach of both our operations and markets.
As part of the Stolt-Nielsen Group, we share the aspiration
to be Simply the Best for our customers, people and
shareholders. We also benefit from the Group’s deep
expertise in fields such as finance, business technology,
and legal affairs, supporting our growth and strengthening
our market position. Our strategy is driven by disciplined
investment, operational excellence, and a commitment
tosustainable practices.
Stolt Sea
Farm
17Stolt-Nielsen Limited | Annual Report 2025
Investments
Stolt-Nielsen Gas
Stolt-Nielsen Gas (SNG) comprises the Company’s
investments within LNG, including in Avenir LNG (Avenir),
Higas Holdings Limited (Higas) and Golar LNG Limited (Golar).
• Avenir is an industry leader in small-scale LNG supply
andisfocused on supporting the marine energy transition
through one of the world’s largest fleets of small-scale
LNG vessels. In February 2025, SNG purchased all the
shares of Avenir owned by Golar and Aequitas Limited
(46.9% ownership interest), and an additional 1.9% of
Avenir shares, and in March 2025, the Company launched
a compulsory offer for the remaining 4.2% of Avenir shares,
which completed in April 2025, taking the ownership
to100%. In March 2026, the Group confirmed it hadentered
into a share purchase agreement to sell 50% ofAvenir to
Nippon Yusen Kabushiki Kaisha (NYK Line).
• Higas owns an LNG storage terminal in Sardinia. Higas
was separated out of Avenir in November 2024, and
consequently the results from our 50% share in Higas
arerecorded as equity income.
• Golar designs, converts, owns and operates marine
infrastructure that turns natural gas into LNG. At the
dateofthis report, the Company owns 2.5% of Golar.
InJune 2025, the Group invested $12.0 million in the Golar
$500.0 million 2.75% Convertible Senior Notes due 2030.
Stolt Investments
As at the date of this report, SNL held shares in Odfjell SE
(13.6% of A shares), The Kingfish Company NV (12.3%)
andGanesh Benzoplast Limited (GBL) (6.1%).
• Odfjell SE is a chemical tanker and storage terminal
operator listed on the Oslo Stock Exchange. Odfjell SE
distributed dividends during 2025 on the back of strong
financial results, of which SNL received $10.5 million
in income.
Stolt-Nielsen invests in areas that align with our
corporate strategy and core competencies. We actively
seek investment opportunities in bulk liquid logistics,
energy storage and 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 sustainability, drive innovation
and ultimately deliver superior returns for
our shareholders.
Business review continued
• The Kingfish Company NV, listed on Euronext Growth, Oslo,
is a market leader in land-based recirculating 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. In the first quarter of 2025, the Group invested
$3.7 million in Kingfish, resulting in the Group owning
afurther 8,314,573 shares.
• GBL is based in India and listed on the Mumbai Stock
Exchange. It provides and operates chemical logistics
andstorage facilities. In the third quarter of 2025,
theGroup disposed of 1,750,000 shares of GBL for
$2.1 million, resulting in a gain of $0.5 million.
Stolt Ventures
Stolt Ventures is SNL’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 five investments during 2025
in technology companies in aquaculture and protein,
robotics for hull cleaning, long-duration energy storage
for port electrification and low-carbon drop-in fuels for
transport applications.
CleanRight
During the year, we leveraged our industry expertise in
chemical parcel tanker, barge, railcar, ISO container and
storage tank cleaning in the creation of CleanRight. Based
in the US, CleanRight’s advanced cleaning solutions are
designed to uphold the highest safety standards while
delivering the reliability and efficiency essential for modern
liquid logistics.
18Stolt-Nielsen Limited | Annual Report 2025
Management’s
Discussion of Operating
Performance
Financial review
This section discusses Stolt-Nielsen
Limited’s (SNL) operating results and
financial condition for the years ended
November 30, 2025 and 2024.
This discussion consists of:
• Results of operations
• Business segment information
• Liquidity and capital resources
• Critical accounting estimates
• Principal risks
• Treasury shares
• Going concern
• Subsequent events
19
Stolt-Nielsen Limited | Annual Report 2025
Financial review
Results of operations
Below is a summary of SNL’s consolidated financial data for November 30, 2025 and 2024:
For the years ended November 30,
(in US $ thousands) 2025 2024
Operating revenue 2,769,001 2,890,625
Operating expenses (1,746,370) (1,851,010)
Depreciation and amortisation (340,448) (298,757)
Gross profit 682,183 740,858
Gross margin 24.6% 25.6%
Share of profit of joint ventures and associates 43,511 62,758
Administrative and general expenses (300,794) (274,087)
Gain on disposal of assets, net 520 7,485
Other operating income 2,331 2,821
Other operating expenses (1,247) (1,305)
Operating profit 426,504 538,530
Operating margin 15.4% 18.6%
Non-operating (expenses) income:
Finance expenses – finance leases (19,412) (14,177)
Finance expenses – debt and other (121,345) (112,001)
Finance income 7,280 16,258
Gain on step-up acquisitions of Avenir and Hassel Shipping 4 A.S. 75,190 –
Foreign currency exchange gain (loss), net 6,210 (4,045)
Other non-operating income, net 15,478 16,550
Profit before income tax 389,905 441,115
Income tax expense (39,749) (46,356)
Net profit 350,156 394,759
For the years ended November 30,
(in US $ thousands) 2025 2024
Net profit excluding one-time items 274,966 400,759
One-time items:
Impairment of investment in and advances to Higas – (6,000)
Gain on step-up acquisitions of Avenir and Hassel Shipping 4 A.S. 75,190 –
Net profit 350,156 394,759
“Our focus is on protecting the
balance sheet, preserving capital
to invest for the future and
growing long-term shareholder
returns.”
Jens F. Grüner-Hegge,
Chief Financial Officer
20Stolt-Nielsen Limited | Annual Report 2025
Financial review continued
Consolidated income statement
Net profit of SNL was $350.2 million for 2025, compared
with $394.8 million in 2024. Excluding the one-time items
described in the table on the previous page, net profit was
$275.0 million, $125.8 million lower than in 2024.
The most significant factors affecting SNL’s performance
in2025 were:
• Stolt Tankers reported an operating profit of $249.2 million,
a decrease of $140.9 million compared to the prior year’s
operating profit of $390.1 million. Deep-sea results
weakened, primarily driven by a weaker market and
thenegative impact of the geopolitical environment.
• Stolthaven Terminals reported an operating profit of
$107.8 million compared to $110.4 million, mainly due
to the many fast-changing complexities in global supply
chains, resulting in modest revenue growth. This was
coupled with higher administrative and general expenses
to support the Stolthaven Terminal’s growth strategy,
offsetting a marginally higher gross profit.
• Stolt Tank Containers reported an operating profit of
$47.2 million, down from $59.0 million in 2024. The lower
operating profit was mainly due to reduced margins
given the weaker market conditions versus 2024 as the
global supply chain remained in flux with the ongoing
tariff discussions and uncertain geopolitical environment.
Theimpact was partly offset by increased demurrage and
ancillary revenue, while administrative costs were up with
the acquisition-related costs for the purchase of Suttons
International Holdings Limited (Suttons) in November 2025.
• Stolt Sea Farm reported an operating profit of $48.1 million,
compared with $29.2 million in 2024. Excluding the fair
value on the biological assets in both years, operating profit
increased by $5.7 million or 18.9%, with higher average
sales prices in turbot and sole and higher sales volumes
ofsole, partially offset by lower volumes in turbot.
• Stolt-Nielsen Gas reported an operating profit of
$4.4 million in 2025 versus an operating loss of
$20.5 million in 2024. The improvement is due to profits
generated by Avenir LNG Limited (Avenir) and a reduction in
the share of losses at Higas Holdings Limited (Higas).
• Corporate and Other’s operating loss was $30.2 million,
compared to the prior year’s loss of $29.6 million.
Corporate and Other’s operating loss in both years primarily
comprised profit sharing expenses, non-allocated insurance
claims and director and investor expenses.
Operating revenue
Operating revenue was $2,769.0 million in 2025, which
was 4.2% lower than in 2024, mainly due to lower deep-sea
revenues at Stolt Tankers.
Stolt Tankers’ revenue decreased by $203.9 million, mainly
driven by deep-sea revenue decrease of $180.3 million.
Macroeconomic uncertainties and geopolitical disruption
contributed to a 18.4% reduction in spot freight rates as well as
a decrease inbunker surcharge and demurrage revenues. COA
rates were up 3.4% while volume was flat. Regional revenue also
decreased by $23.6 million due to the weaker market conditions.
Stolthaven Terminals’ revenue increased by $4.3 million
compared to 2024, an increase of 1.4%. This increase was
primarily due to higher storage revenue at the majority of
the terminals as a result of rate escalations, coupled with
increased utilisation, partly offset by lower ancillary revenue
due to a reduction in throughput reflecting the impact of
tariffs and the geopolitical uncertainties.
Stolt Tank Containers’ revenue decreased by $3.3 million, or
0.5%, in 2025 largely due to freight rates resulting from a weak
market. This was partially offset by higher demurrage and
ancillary revenues driven by supply chain delays, as well as
revenue generated from Suttons, subsequent to itsNovember
2025 acquisition.
Stolt Sea Farm’s operating revenue was $139.0 million in
2025, increasing by $12.2 million, or 9.6%, which was a result
of increased turbot and sole sales prices, partially offset
bylower volumes.
Stolt-Nielsen Gas’ operating revenue was $67.7 million
subsequent to SNL’s purchase of Avenir’s remaining shares
and resulting consolidation in 2025. Revenue was generated
from the time charter of four ships and bunkering of LNG
forone ship during 2025.
Gross profit
SNL’s gross profit decreased by $58.7 million or 7.9%.
Thedecrease is due to the lower tanker results.
Stolt Tankers’ gross profit decreased by $96.5 million in 2025,
to $341.0 million. The deep-sea gross profit decreased by
$85.2 million as a result of a reduction in deep-sea revenue,
partially offset by lower deep-sea time-charter expenses and
bunker costs. The regional fleets decreased by $11.3 million
as a result of negative market conditions across the portfolio
of regional services, partially offset by the improvement in
theCaribbean coastal fleet.
Gross profit for Stolthaven Terminals was $135.0 million in
2025, compared with $133.4 million in 2024, an increase
of $1.6 million. Gross profit increased due to the impact of
higher operating revenue in 2025, although it was partly offset
by higher personnel and maintenance costs.
STC saw an increase in gross profit of $0.8 million. While
shipment volumes were flat and margins declined slightly, this
was offset by the higher demurrage revenue and inclusion of
Suttons’ gross profit in November, following the acquisition.
SSF’s gross profit increased by $21.9 million to $63.7 million
from $41.8 million in 2024. Excluding the fair value of
biological assets, gross profit increased $8.6 million in 2025
as a result of the higher average sales prices from turbot
andsole together with higher volumes of sole sold.
Stolt-Nielsen Gas reported a gross profit of $15.6 million in 2025,
following the acquisition of an additional 53.0% shareholding
ofAvenir, resulting in its consolidation in 2025. Avenir showed
animprovement in operating margins throughout the year due
toan increase in the LNG bunkering ship’s margins.
21
Stolt-Nielsen Limited | Annual Report 2025
Financial review continued
Share of profit of joint ventures and associates
SNL’s share of the profits from non-consolidated joint
ventures and associates in 2025 was $43.5 million, down
from $62.8 million in 2024.
Stolt Tankers’ share of profit from joint ventures decreased
by$32.7 million to $17.8 million mainly due to the purchase
ofthe remaining 50% of the Hassel Shipping 4 A.S. joint venture
(HS4) and subsequent consolidation in January 2025 as well
as lower results in the other joint ventures due to asoftening
of the deep-sea and regional markets.
Stolt-Nielsen Gas’ share of losses in Avenir and Higas was
$6.2 million in 2025, compared to $19.0 million in 2024. This
was the result of the consolidation of Avenir in early 2025 and
subsequent improvement of performance and reduced losses
in Higas.
Administrative and general expenses
Administrative and general expenses were $300.8 million
in 2025, up from $274.1 million in 2024, an increase of
$26.7 million. The number of employees increased and
professional fees and information services costs were higher to
support the Group’s growth strategies. In addition, personnel
costs increased as a result of normal inflationary salary
increases. This was partially offset by lower profit-sharing
expenses due to lower earnings.
Gain on disposal of assets, net
SNL recorded a net gain on disposal of assets of $0.5 million
in 2025, compared with a gain of $7.5 million in 2024. In 2024,
the gain included related to the sale of the Stolt Facto, Stolt
Sisto and Stolt Cormorant.
Other operating income and other operating expenses
Other operating income was $2.3 million in 2025, compared
with $2.8 million in 2024. Other operating expenses were
$1.2 million in 2025, compared with $1.3 million in 2024.
Finance expenses
Finance expenses were $140.8 million in 2025, up from
$126.2 million in 2024. Interest on debt increased by
$9.3 million, owing to higher SNL debt balances and the
write-off of $1.8 million of debt issuance costs. Interest
onleases was $19.4 million, compared with $14.2 million
in 2024 as a result of additional ships and tank containers
leased in the current year.
Finance income
Finance income was $7.3 million in 2025, down by
$9.0 million compared with 2024 as a result of lower cash
balances between the two years.
Gain on step-up acquisitions of Avenir and Hassel
Shipping 4 A.S.
As a result of SNL obtaining control over Avenir and HS4,
SNL’s previously held interests were remeasured to fair value,
resulting in a gain of $32.5 million on the Avenir acquisition
and $42.6 million for HS4.
Foreign currency exchange gain (loss), net
In 2025, SNL had a foreign currency exchange gain of
$6.2 million, compared with a $4.0 million loss in 2024.
The2025 gain was mainly due to the effect of the weakening
of the US dollar against the GBP and NOK on intercompany
loans, as well as realised and unrealised foreign exchange
hedging gains.
Other non-operating income, net
Other non-operating income was $15.5 million in 2025,
compared with $16.6 million in 2024 due to lower dividend
income from equity instruments.
Income tax expense
Income tax expense was $39.7 million in 2025, compared to
$46.4 million in 2024. The income tax expense was higher in
2024 owing to the reversal of a prior year tax benefit relating
to the legal claims provision.
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 that are not reportable as separate
business segments.
For the years ended
November 30,
(in US $ thousands) 2025 2024
Operating revenue
Stolt Tankers 1,598,999 1,802,914
Stolthaven Terminals 312,354 308,048
Stolt Tank Containers 648,806 652,121
Stolt Sea Farm 138,988 126,789
Stolt-Nielsen Gas 67,699 –
Corporate and Other 2,155 753
Total 2,769,001 2,890,625
Operating profit (loss)
Stolt Tankers 249,184 390,082
Stolthaven Terminals 107,815 110,354
Stolt Tank Containers 47,190 58,988
Stolt Sea Farm 48,135 29,179
Stolt-Nielsen Gas 4,394 (20,492)
Corporate and Other (30,214) (29,581)
Total 426,504 538,530
22Stolt-Nielsen Limited | Annual Report 2025
Financial review continued
Stolt Tankers
Operating revenue
Operating revenue decreased by $203.9 million in 2025 versus
2024, with deep-sea revenue decreasing by $180.3 million
and regional revenues decreasing by $23.6 million.
Deep-sea revenue decreased from a combination of lower
freight, demurrage and bunker surcharge revenue. Deep-
sea freight revenue decreased approximately $119.3 million
mainly due to a weaker market driven by low trader activity
and negative impact from trade wars, geopolitical tensions
and uncertainty from specific US regulatory risks. This led to
an 18.4% reduction in the average spot freight rate. Revenue
generated through spot contracts contributed approximately
51% of total deep-sea freight revenue. The prior year also
included $13.6 million additional revenue from re-routing
around the Panama Canal, which was partially closed during
the first half of 2024. Bunker surcharge revenue decreased
by $11.6 million in 2025 due to lower bunker prices and
demurrage revenue decreased by $11.8 million mainly due
tothe above market conditions. This was partly offset by
a3.4% increase in COA rates while volume was flat.
The weaker market conditions also resulted in lower regional
fleet revenue, which decreased by $23.6 million. Only the
Caribbean coastal fleet showed an $11.7 million increase
largely due to more operating days.
The time charter equivalent (revenue less trading expenses)
per operating day for the deep-sea fleet for 2025 was $25,788
versus $31,574 in 2024, a decrease of 18.3%.
As of November 30, 2025, Stolt Tankers owned and/or
operated 167 ships and barges, representing 3.15 million
deadweight tonnes (dwt), compared to 162 ships and barges
and 3.05 million dwt at the end of 2024.
Number
ofships
Millions
ofdwt
% of STJS
net earnings
for the
year ended
November 30,
2025
Stolt Tankers Joint Service
(STJS)
Stolt Tankers Limited
(61owned ships) 71 2.27 85%
NYK Stolt Tankers S.A. 9 0.27 11%
New Energy Ocean Corporation 1 0.03 1%
SFL Corporation 1 0.03 1%
CMB Tech Netherlands 2 0.06 2%
Total STJS 84 2.66 100%
Ships in wholly owned regional
services (28 owned ships) 46 0.20
Ships in joint venture regional
services (22 owned by joint
ventures and associates and
11owned by the Group) 37 0.29
Total 167 3.15
Operating profit
Stolt Tankers’ operating profit decreased by $140.9 million, to
$249.2 million in 2025 from $390.1 million in 2024. This was
mainly the result of the $203.9 million decrease in revenues
discussed above and a $32.7 million decrease in share of
profit from joint ventures and associates, partially offset by
the $132.5 million decrease in operating expenses.
Stolt Tankers’ share of profit from joint ventures decreased by
$32.7 million to $17.8 million, mainly due to the purchase of
the remaining 50% of HS4 in the first quarter, which resulted
in a reduction of $18.7 million, while results of the remaining
joint ventures decreased due to the softening of the market in
the deep-sea and regional fleets.
Of the total operating expense reduction, deep-sea time
charter expenses to STJS partners and bunker expenses
decreased by $109.0 million and $36.9 million, respectively.
This was partially offset by an increase in port charges, ship
owning expenses and depreciation.
Of the total reduction in time charter expenses to the STJS
partners of $109.0 million, $91.6 million was due to the
Group’s purchase of the remaining 50% of HS4. The remaining
decrease was the result of the softening in the deep-sea and
regional market results.
Bunker expenses for deep sea were $36.9 million lower as a
result of lower bunker prices. The average price of very low
sulphur fuel (VLSF) and intermediate fuel oil (IFO) consumed
in 2025 was $513 per tonne, down 13.5% from $593 per
tonne in 2024.
Deep-sea port charges increased by $15.4 million mainly due
to the gradual re-opening of Panama Canal in 2024 and a
general inflationary increase in port costs.
Ship management costs were $19.6 million or 8.3% higher
than prior year mainly due to the purchase of the remaining
50% of HS4.
Depreciation was higher due to the consolidation of HS4 and
the effect of additional long-term leases of ships into the
deep-sea fleet.
Stolthaven Terminals
Operating revenue
Stolthaven Terminals’ revenue increased by $4.3 million to
$312.4 million in 2025, from $308.0 million in 2024. Storage
rental revenue increased by 2.8% as a result of higher average
rental rates and an increase in the average utilisation rate
to 91.7% in 2025, up from 90.8%. Ancillary revenue such as
utilities, rail and truck revenue decreased by $1.4 million due
to a reduction in throughput.
Total available average capacity at the wholly owned
terminals increased to 1,753,323 cubic metres in 2025 from
1,747,547 cubic metres in 2024. This increase in capacity was
a result of expansions in Houston, US and New Zealand.
Products handled decreased to 13.5 million metric tonnes in
2025 from 14.4 million metric tonnes in 2024.
23
Stolt-Nielsen Limited | Annual Report 2025
Operating profit
Operating profit decreased by $2.6 million to $107.8 million
in 2025, from $110.4 million in 2024. The revenue growth of
$4.4 million in 2025 discussed above, coupled with improved
results from joint ventures was offset by higher expenses.
Stolthaven Terminals’ share of profit of joint ventures and
associates increased by $1.2 million, due to a focus on
margin improvement and increased average leased capacity,
partly offset by the negative impact on currency translation.
Operating expenses increased by $1.5 million and
administrative and general expenses by $6.1 million from
2024. These increases were driven by normal inflationary
personnel costs and increased headcount to support
Stolthaven Terminals’ growth strategy and ongoing expansion
projects, as well as higher maintenance costs.
Stolt Tank Containers
Operating revenue
Stolt Tank Containers’s revenue decreased to $648.8 million
in2025 from $652.1 million in 2024, a decrease of $3.3 million
or 0.5%. This was primarily due to the lower transportation
rates as a result of market uncertainly and macroeconomic
and geopolitical developments over the year. This reduction
was partially offset by higher demurrage and ancillary
revenues driven by ongoing market uncertainty and supply
chain delays. Operating revenue for Suttons is also included
for November 2025.
In 2025, Stolt Tank Containers’s handled 155,161 tank
container shipments, compared to 154,721 shipments in
2024, which represents a 0.3% increase in volumes. This
includes Suttons shipments from acquisition date. Average
monthly utilisation was 63.6% in 2025, slightly lower than
in 2024. Stolt Tank Containers’s fleet increased by 26.0%
to 64,790 tank containers at the end of 2025, compared
to51,407 tank containers at the end of 2024. The increase
isprimarily due to the acquisition of Suttons.
Operating profit
Stolt Tank Containers’s operating profit decreased by
$11.8 million. The decline in operating profit was driven by
lower revenue discussed above, an increase in depreciation
of $1.6 million and an increase in administrative and general
expenses of $10.6 million. This was partially offset by a
reduction in freight and other operating costs of $5.7 million,
reflecting lower ocean freight rates in 2025. Depreciation
expenses increased by $1.6 million reflecting further
investment in both owned and leased tanks. Administrative
and general expenses increased as a result of normal
inflationary personnel costs as well as increased headcount
and business technology costs to support STC’s growth
strategy. Acquisition-related costs from the acquisition of
Suttons were $2.8 million. The above results include the
Suttons activities from acquisition date on November 4, 2025.
Stolt Sea Farm
Operating revenue
Stolt Sea Farm’s revenue increased by $12.2 million, or 9.6%,
to $139.0 million in 2025 from $126.8 million in 2024, due
to higher sales prices in turbot and sole and higher sales
volumes in sole, partially offset by lower volumes in turbot.
Operating profit
Stolt Sea Farm reported an operating profit including fair
value gain (loss) on biological assets of $48.1 million in 2025,
compared to an operating profit of $29.2 million in 2024, a
year-on-year increase of $19.0 million. Excluding the fair value
gain on biological assets of $12.6 million in 2025 and loss of
$0.7 million in 2024, the increase in operating profit between
the two periods was $5.7 million. The operating profit
increase is a result of the higher revenue discussed above,
partially offset by offsetting higher operating and processing
expenses due to the increase in volume and inflationary
pressures as well as higher depreciation expenses.
Financial review continued
The increase in the fair market value on the biological
assets was the result of higher turbot sale prices at the end
of November 2025 due to strong demand during the year
andhigher biomass at the end of the year.
Stolt-Nielsen Gas
Stolt-Nielsen Gas is an investment arm of SNL focusing on
the LNG segment with holdings in Avenir, Higas and Golar
LNG Limited (Golar). At November 30, 2025, the results of
Avenir were consolidated following the acquisition of an
additional 53.0% shareholding in 2025. Higas was reported
as a joint venture, and changes in the share price of the Golar
investments were reported as other comprehensive income.
Stolt-Nielsen Gas reported an operating profit of $4.4 million
in 2025 versus a loss of $20.5 million in 2024. The underlying
profit in 2025 was attributable to the improved performance
in Avenir and dividend income from the Golar investments,
partially offset by a share of losses contributed by Higas
losses. In 2024, losses were mainly attributable to SNL’s share
of Avenir and Higas, which included a $6.0 million impairment
of the investment in and advances to Higas. See Note 33 to
the Financial Statements for discussion on the acquisition
ofthe remaining 53.0% share of Avenir.
Corporate and Other
Corporate and Other’s operating loss was $30.2 million,
compared with the prior year loss of $29.6 million.
24
Stolt-Nielsen Limited | Annual Report 2025
Liquidity and capital resources
For the years ended
November 30
(in US $ thousands) 2025 2024
Summary cash flows
Net cash provided by operating activities:
Net profit 350,156 394,759
Depreciation and amortisation 340,448 298,757
Share of profit of joint ventures and associates (43,511) (62,758)
Finance expense, net of income 133,477 109,984
Income tax expense 39,749 46,356
Fair value (gain) loss on biological assets (12,607) 699
Gain on step-up acquisition of Avenir LNG Ltd and Hassel Shipping 4 A.S. (75,190) –
Other adjustments to reconcile net profit to net cash from operating
activities 2,019 (6,695)
Changes in working capital assets and liabilities (3,620) 784
Dividends from joint ventures and associates 33,352 53,808
Payment of the MSC Flaminia provision – (290,000)
Other, net (4,211) (1,815)
Cash generated from operations 760,062 543,879
Net interest paid, including debt issuance costs (133,194) (110,526)
Income taxes paid (51,832) (21,740)
Net cash generated from operating activities 575,036 411,613
Cash flows from investing activities:
Capital expenditures (236,693) (229,537)
Purchase of intangible assets (4,467) (6,593)
Acquisition of Avenir LNG Ltd (64,055) –
Acquisition of Hassel Shipping 4 A.S. (90,487) –
Acquisition of Suttons International Holdings Ltd (75,225) –
Deposits on newbuildings (39,248) (41,328)
Proceeds from sales of assets 37,244 64,745
Investment in joint ventures and associates (6,600) (14,520)
Repayment of advances to joint ventures 1,754 6,061
Advances to advances to joint ventures, net (22,014) (65,169)
Purchase of Stolt Ventures investments (12,860) –
Purchase of Golar convertible notes (12,000) –
Purchase of shares in equity instruments (3,718) (35,600)
Other 16 811
Net cash used in investing activities (528,353) (321,130)
Financial review continued
For the years ended
November 30
(in US $ thousands) 2025 2024
Cash flows from financing activities:
Increase in loans payable to banks 65,000 –
Proceeds from issuance of long-term debt 524,453 518,326
Repayment of long-term debt (602,016) (519,643)
Principal payments on leases (70,496) (64,130)
Purchase of Avenir LNG Ltd’s non-controlling interest (7,485) –
Purchase of treasury shares (8,933) –
Dividends paid (134,032) (133,876)
Net cash used in financing activities (233,509) (199,323)
Effect of exchange rate changes on cash (3,355) (2,937)
Net decrease in cash and cash equivalents (190,181) (111,777)
25Stolt-Nielsen Limited | Annual Report 2025
Net cash provided by operating activities
In 2025, SNL generated cash from operating activities of
$575.0 million, compared with $411.6 million in 2024. This
increase was mostly due to a $290.0 million payment related
to the MSC Flaminia claim in 2024, partially offset by lower
net profit and joint venture dividends as well as higher tax and
interest payments in 2025.
Net cash used in investing activities
Net cash used in investing activities was $528.4 million
in 2025, compared with $321.1 million in 2024. The most
significant uses of cash for investing during 2025 were:
i. Capital expenditures of $236.7 million, $7.2 million higher
than in 2024.
ii. Deposits of $39.2 million on six 38,000 dwt stainless steel
parcel tankers and two 20,000 dwt LNG tankers.
iii. Purchase of computer software of $4.5 million.
iv. Purchase of shares in Avenir, HS4 and Suttons of
$229.8 million.
v. Purchase of equity shares in The Kingfish Company NV
and various Stolt Venture investments for $16.6 million.
vi. Purchase of convertible bonds in Golar LNG for
$12.0 million.
vii. Investment of $6.6 million in the joint venture, Ceyhan
Terminal Himzetleri Anonim Sirketu (Türkiye).
viii. Net advances to joint ventures of $20.3 million.
Offsetting the uses of cash were proceeds from the sale of
ships and other assets of $37.2 million.
Cash capital expenditures by business are
summarised below:
(in US $ thousands) 2025 2024
Stolt Tankers 64,147 75,365
Stolthaven Terminals 124,467 89,260
Stolt Tank Containers 24,569 39,845
Stolt Sea Farm 18,674 14,455
Stolt-Nielsen Gas 4,000 –
Corporate and Other 836 10,612
Total 236,693 229,537
Cash spent during the year ended November 30, 2025
primarily reflected:
i. $48.9 million on tanker projects.
ii. $15.3 million on drydocking of ships.
iii. $124.5 million on terminal expansion and
maintenance projects.
iv. $24.6 million on the purchase of tank containers
andconstruction at depots.
v. $18.7 million on Stolt Sea Farm capital expenditures.
Net cash used in financing activities
Net cash outflow from financing activities totalled
$233.5 million in 2025, compared with $199.3 million in 2024.
The significant cash sources from 2025 financing activities
were $589.5 million of debt issuances, compared with
$518.3 million in 2024. The 2025 debt issuances and
drawdowns of short-term bank loans mainly comprised:
i. $140.5 million cash received on three tranches of
debt from the refinancing of debt assumed in the
HS4 acquisition.
ii. $90.0 million from refinancing its debt facility with Danish
Ship Financing.
iii. $150.0 million on a new five-year bond issue.
iv. $80.0 million drawdown on a committed revolver.
v. $49.0 million sale-leaseback using Avenir Achievement
ascollateral.
vi. $15.0 million drawdown on the $35.0 million revolver
facility using Avenir Aspiration as collateral.
vii. $65.0 million of bank loans were drawn in 2025.
The principal uses of cash for financing activities in 2025 were:
i. $602.0 million in repayments of long-term debt, compared
with $519.6 million in 2024.
ii. $70.5 million of principal payments on lease liabilities,
compared with $64.1 million in 2024.
iii. $134.0 million in dividend payments, compared with
$133.9 million in 2024.
Indebtedness
SNL’s total consolidated debt, excluding debt issuance
costs, was $2,619.3 million as of November 30, 2025, and
$2,204.5 million as of November 30, 2024, as set out in the
table below.
(in US $ thousands) 2025 2024
Short-term bank loans 65,000 –
Long-term debt (including
currentportion) 2,152,070 1,860,497
Long-term lease liabilities
(includingcurrent maturities) 402,188 344,011
Total debt on Consolidated
FinancialStatements 2,619,258 2,204,508
Available unused facilities:
Committed revolving credit line 332,000 418,227
Total debt and unused facilities 2,951,258 2,622,735
Long-term debt in the table above excludes debt issuance
costs of $17.7 million as of both November 30, 2025
and 2024.
Financial review continued
26Stolt-Nielsen Limited | Annual Report 2025
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. At November
30, 2025, $65.0 million was outstanding.
During 2025, SNL also had three committed revolving
creditlines, totalling $412.0 million. These were a
sustainability-linked revolving credit facility secured by 17
ships for $142.0 million, a $120.0 million credit line with DNB
(UK) Limited and Swedbank AB secured by SNL’s investment
in Advario Stolthaven Antwerp, NV (Secured RCF facility)
and a $150.0 million revolving credit facility with Danske
Bank A/S, Nordea Bank Abp, DNB (UK) Ltd, Swedbank AB
and Skandinaviska Enskilda Banken AB secured by Stolt Sea
Farm SA shares. At November 30, 2025, $80.0 million was
outstanding on the Secured RCF facility, leaving a total of
$332.0 million undrawn.
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 SSF, as well as $299.4 million unsecured
bond financing denominated in NOK ($292.9 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 $2,134.4 million
and $1,842.8 million as of November 30, 2025 and 2024,
respectively, as set out below:
As of November 30,
(in US $ thousands) 2025 2024
Long-term debt 2,134,422 1,842,772
Less: Current maturities (292,295) (195,645)
1,842,127 1,647,127
Long-term lease liabilities
IFRS 16, Leases, requires all but immaterial or short-term
leases to be recorded on the balance sheet. As of November
30, 2025, 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.
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.
(in US $ thousands) 2025 2024
Decrease in cash and cash
equivalentsfor the year 190,181 111,777
Cash inflow from increase in debt 589,453 518,326
Cash outflow from repayments of debt (602,016) (519,643)
Cash outflow from finance leases (70,496) (64,130)
Change in net debt resulting from
cashflows 107,122 46,330
Debt acquired in business
combinations 351,420 –
Lease liabilities acquired in business
combinations 14,912 –
Lease liabilities capitalised, net
ofretirements 108,081 171,660
Currency movements 21,104 5,537
Debt issuance costs and other
movements 2,369 225
Movement in net debt in the year 605,008 223,752
Opening net debt 1,852,045 1,628,293
Closing net debt 2,457,053 1,852,045
During 2025, 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 $37.2 million in 2025, compared
to $64.7 million in 2024.
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
goodwill and intangible assets, non-controlling interests
and other components of equity). During the year ended
November 30, 2025, debt and lease liabilities increased by
$414.8 million. Tangible net worth increased by $173.4 million
from November 30, 2024. This was primarily due to net profit
of $350.2 million partially offset by declared dividends of
$120.2 million. The debt to tangible net worth ratio was 1.04
at November 30, 2025, compared with 0.94 at November 30,
2024. This is below the covenant in of SNL’s debt agreements
in which such a debt covenant is included.
Financial review continued
27Stolt-Nielsen Limited | Annual Report 2025
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 section 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 $3.0 million
atNovember 30, 2025, compared with $4.3 million at November 30, 2024.
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, 2025, SNL’s other purchase obligations were not material to the Group. The following summarises SNL’s significant contractual obligations as at November 30, 2025,
including those reported on the Company’s consolidated balance sheet and others that are not:
(in US $ thousands) Total Less than 1 year 2-3 years 4-5 years More than 5 years
Contractual cash obligations:
Short-term bank loans 65,000 65,000 – – –
Long-term debt
1
2,152,070 296,550 652,276 564,356 638,888
Long-term fixed-rate debt interest payments 449,393 101,013 167,962 107,075 73,343
Long-term variable-rate debt interest payments
2
58,286 9,077 14,425 11,201 23,583
Lease principal payments 402,188 75,032 105,225 62,792 159,139
Lease interest payments 143,077 20,426 29,249 19,878 73,524
Operating leases 2,982 1,898 776 308 –
Committed capital expenditures 563,308 215,122 348,186 – –
Other purchase commitments 12,900 12,900 – – –
Derivative financial liabilities
2
18,730 4,701 7,045 6,984 –
Pension and post-retirement benefit obligations
3
1,753 1,753 – – –
Total contractual cash obligations: 3,869,687 803,472 1,325,144 772,594 968,477
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, 2025. 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 review continued
28Stolt-Nielsen Limited | Annual Report 2025
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.
SNL’s 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. Territorial and other disputes between
countries could lead to the outbreak of war or international
hostilities, such as the ongoing war in the Middle East, 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.
Geopolitical disputes discussed above as well as the rise of
nationalism and protectionism, which has led to tariffs and
sanctions, can result in a disruption of trade patterns, alter
sourcing patterns and create uncertainty in global supply
chains. This can lead to imbalances between capacity
anddemand, resulting in sharp swings in rates.
To address these risks, SNL monitors global developments
and, as appropriate, collaborates with lobby organisations,
local authorities, industry bodies and specialist advisers
to reduce business disruptions. Business continuity plans,
diversified trade routes and flexible fleet deployment further
strengthen SNL’s ability to respond to disruptions.
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 or other extreme weather events
could result in asset loss, injuries, lost earnings, 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.
In addition, SNL operates in industries that are increasingly
affected by environmental regulations and climate-related
developments. Growing global awareness and regulatory
pressure to reduce greenhouse gas emissions, improve energy
efficiency, and protect biodiversity present both operational
and financial challenges. Failure to comply with evolving
environmental standards could result in significant fines,
reputational damage and restrictions on the ability to operate.
Future regulations may make SNL assets prematurely
obsolete, increase expenses or require costly investments.
Forexample, the EU Emissions Trading System (ETS) started in
2024 for shipping and requires the purchase of EU allowances
equivalent to its carbon emissions, which has driven an
increase in operating expenses. SNL has included wording in its
contracts of affreightment (COAs) that allow for the recovery of
these costs from its customers. SNL is using its expertise and
strong industry relationships to investigate and explore new
technologies to enable the move towards a low-carbon future.
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 speciality liquids that comprise the majority
of the products 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 clean petroleum products tanker markets and
availability of capacity at shipyards.
Stolt Tankers mitigates these risks by actively managing the
mix of business between COAs 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.
Financial review continued
Principal risks
SNL develops its principal risks using a bottom-up process
involving all business segments and corporate functions
at least annually. Each business segment and corporate
function considers strategic, operational and financial risks
and identifies actions to manage and mitigate those risks.
Theprincipal risks and uncertainties for the next financial year
are discussed below.
Safety risk
Stolt Tankers, Stolthaven Terminals and Stolt Tank Containers
are engaged in the worldwide transportation, storage and
distribution of bulk liquid chemicals, edible oils, acids and
other speciality chemicals, some of which are hazardous
if not handled correctly. If a major safety risk materialises,
such as a collision or explosion, which has occurred in the
past, this could result in injuries, loss of life, environmental
harm, disruption of business activities, loss or suspension
of permits or loss of licence to operate. Accordingly, this
could have a material adverse effect on SNL’s earnings, cash
flows, financial condition and reputation. 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 has put
policies and procedures in place to ensure safe transport,
operations and equipment care. SNL has also tailored training
programmes for emergency response plans and employees
regularly review and test such 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 Company’s
ships, terminals, depots, farms and offices.
Political and geopolitical risk
For an effective and competitive global liquid logistics
business, managing political and geopolitical risks is a
strategic imperative as cross-border expansion is a significant
contributor to growth. In some cases, cargoes are located
in – or destined for – troubled or developing markets where
29
Stolt-Nielsen Limited | Annual Report 2025
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. Reduction 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. In 2025, SNL further
strengthened its operational stability by acquiring Suttons.
Thisis expected to increase its offering to customers outside
of standard isotanks that service the general chemical industry
by adding gas tank containers and European short-sea and
specialised contract capabilities. Fleet size can easily be
managed by the on-hire and off-hire of leased tanks.
Cyber risk
There is a risk that an external third party could gain unauthorised
access to SNL’s information technology systems for the purpose
of financial gain, industrial espionage, sabotage or terrorism.
SNL has virus, spam and malware protection, an isolated
environment for its business applications, firewalls and
other network and data centre protection and an identity
management system. As with all companies, these security
measures are still vulnerable to third-party security breaches,
employee error, malfeasance, faulty password management
orother irregularities. For example, third parties may attempt
tofraudulently induce employees or customers to disclose user
names, passwords or other sensitive information, which may in
turn be used to access SNL’s information technology systems.
SNL devotes significant resources to network security,
data encryption and other security measures to protect
its systems and data, but these security measures cannot
provide absolute security. To the extent SNL might experience
a breach of its systems and be unable to protect sensitive
data or physical assets, such a breach could negatively
impact SNL’s financial position.
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 of 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 original ship specifications.
• Shortages of, or delays in the receipt of, necessary
equipment or construction materials, such as steel,
asaresult of tariffs or other events.
• A company involved with the newbuilding is being
sanctioned by a nation state.
If the delivery of a ship is materially delayed, 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 payments or
downpayments 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.
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.
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 half of STJS’s revenue in 2025
was derived from COAs. Approximately all of these COAs
had provisions to pass through fluctuations in fuel prices to
customers. As a result, the expected cover from a 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 a COA or through financial instruments.
Financial review continued
30Stolt-Nielsen Limited | Annual Report 2025
Ships are required to use marine fuels with a sulphur content
of no more than 0.50%. Nearly all of the Stolt Tankers
sea going fleet has switched to very low sulphur fuel oil
or alternative fuels, depending on availability, usability
andcost efficiency.
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.
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.
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 onboard our ships or at one of our terminals could
impact the 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
widespread and long-lasting disease of the coronavirus type.
Currency risk
Most of the revenue earned by Stolt Tankers and Stolt Tank
Containers is denominated in US dollars, while a significant
portion of the divisions’ operating expenses is incurred
in other currencies, primarily the euro, Singapore dollar,
Japanese yen, Philippines peso and 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. SNL also
faces translation risk when subsidiaries have a non-US dollar
functional currency, which can result in volatility in equity.
On average in 2025, the US dollar weakened by approximately
3.1% 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.
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.
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 $12.6 million in operating profit, compared
with a $0.7 million loss in 2024. 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 and result in fair
value fluctuations throughout the year due to seasonal pricing
or volume for which SNL is not able to mitigate.
Treasury shares
During 2025, SNL acquired 403,000 shares for $8.9 million.
At November 30, 2025 and 2024, SNL held 5,403,000
and5,000,000 treasury shares, respectively. See Note 30
tothe Financial Statements.
Going concern
The annual Consolidated Financial Statements have been
prepared under the going concern assumption.
Subsequent events
See Note 34 to the Consolidated Financial Statements for
significant events occurring after November 30, 2025.
Financial review continued
Jens F. Grüner-Hegge
Chief Financial Officer
Stolt‑Nielsen Limited
March 17, 2025
Udo Lange
Chief Executive Officer
Stolt‑Nielsen Limited
31Stolt-Nielsen Limited | Annual Report 2025
Corporate governance
Stolt-Nielsen’s approach to corporate
governance addresses the interaction
between our shareholders, the Board
ofDirectors and management.
Being registered in Bermuda and
listed on the Oslo Børs, we are subject
tocorporate governance regulations
under the Norwegian Code of Practice
forCorporate Governance.
The Company’s Corporate Governance
Report is prepared in accordance with
section 4.4 of the Oslo Børs Rule
Book II - Issuer Rules.
Corporate Governance
Report
32Stolt-Nielsen Limited | Annual Report 2025
Corporate governance
Board of Directors
Mr Niels G. Stolt-Nielsen has been the Chairman of the
Board since September 2023 and is a member of the Audit
Committee. He became the Chairman of the Compensation
Committee in September 2024. He has served as a Director of
Stolt-Nielsen Limited since 1996.
Experience
Mr Stolt-Nielsen joined Stolt Tankers in 1990 in Greenwich,
Connecticut, US. In 1994, he relocated to China to open and
head Stolt-Nielsen Limited’s representative office in Shanghai.
He was the President of Stolt Sea Farm from 1996 until 2000
when he became Chief Executive Officer of Stolt-Nielsen Limited,
serving in this role until 2023. From September 2002 until March
2003, he also served as Interim Chief Executive Officer of Stolt
Offshore S.A. Mr Stolt-Nielsen graduated from Hofstra University
in 1990 with a BS degree in Business and Finance. He is a
Norwegian citizen.
Other appointments
Mr Stolt-Nielsen is the Chairman of the Board of Avenir LNG
Limited and a Director of Golar LNG Ltd.
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.
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 £20 billion
network of fuel outlets across the UK. With experience of managing
complex supply chain operations, Ms Ashdown also has a deep
understanding of industrial distribution businesses and a strong
interest in the energy transition, hydrogen and carbon capture,
and the broader ESG agenda. Ms Ashdown holds a BSc in
Engineering from Swansea University, UK and is a British citizen.
Other appointments
Ms Ashdown is Non-Executive Director and Chair, Corporate
Sustainability Committee and Remuneration Committee at RHI
Magnesita N.V.; Non-Executive Director and Chair, Remuneration
Committee at Victrex plc; Senior Independent Director at
Synthomer Plc.
Mr Jan Chr. Engelhardtsen is an independent Board member,
having been appointed to the Board of Directors in March
2018. He became the Chairman of the Audit Committee
inSeptember 2024.
Experience
Mr Engelhardtsen served as Chief Financial Officer of Stolt-
Nielsen Limited for 27 years. He held several key positions
during his career with the company, including President of Stolt
Tank Containers, which saw him play an important role in our
entry into this sector and in setting the foundation for what is
avery successful business today. Mr Engelhardtsen also served
asPresident of Stolthaven Terminals, Chief Financial Officer
ofStolt Offshore S.A., and President and General Manager
ofStolt-Nielsen Singapore Pte. Mr. Engelhardtsen holds an MBA
from the Sloan School of Management at the Massachusetts
Institute of Technology, as well as undergraduate degrees in
Business Administration and Finance. He is a US citizen.
Other appointments
Mr Engelhardtsen is a Director of New York Cruise Lines, Inc.
Committee Chair
A
Audit Committee
C
Compensation Committee
Niels G.
Stolt-Nielsen
Director and Chairman
of the Board
Committees:
A
C
Janet Ashdown
Independent Director
Committees:
A
C
Jan Chr.
Engelhardtsen
Independent Director
Committees:
A
C
33Stolt-Nielsen Limited | Annual Report 2025
Corporate governance continued
Mr Rolf Habben Jansen is an independent Board member
and has served as a Director of Stolt-Nielsen Limited since
December 2015.
Experience
Mr Habben Jansen began his career at Royal Nedlloyd before
joining Danzas, the Swiss logistics firm, which merged with DHL
in 1999. He was Head of Global Customer Solutions at DHL from
2006 until joining Damco as Chief Executive Officer in 2009,
leaving in 2014 to join Hapag-Lloyd. He is a Dutch citizen and
graduated from Rotterdam’s Erasmus University in 1991 with
adegree in Economics.
Other appointments
Mr Habben Jansen is Chief Executive Officer of Hapag-Lloyd AG
and a board member of the World Shipping Council. He is also
amember of the Supervisory Board of the Schiphol Group.
Mr Jacob B. Stolt-Nielsen has served as a Director
of Stolt-Nielsen Limited since 1995.
Experience
Mr Jacob B. Stolt-Nielsen joined the company in 1987 and served
in various positions in Oslo, Singapore, Greenwich, Connecticut,
Houston, Texas and London. He was President of Stolthaven
Terminals from 1992 until 2000, when he founded and served
as Chief Executive Officer of SeaSupplier Ltd. Mr Stolt-Nielsen
became Executive Vice President of Stolt-Nielsen Limited from
2003 to 2005 and in 2012 he founded Norterminal AS. He is
also a founder of Hydrogen Source AS, Narvik Batteri AS and
Northern European Energy Group AS. Mr. Stolt-Nielsen graduated
from Babson College in 1987 with a BS degree in Finance and
Entrepreneurial Studies. He is a Norwegian citizen.
Other appointments
Mr Stolt-Nielsen is Chief Executive Officer of Norterminal AS
and is a board member of Stolt-Nielsen Holdings AS, Hydrogen
Source AS, Northern European Energy Group AS, and New York
Cruise Lines, Inc.
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 of 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 Ltd, which
focuses on research and consultancy in the energy industry. He
graduated with an MSc in Naval Architecture from the University
of Trondheim, Norway in 1985. He is a Norwegian citizen and a
resident of Monaco.
Other appointments
Mr Trøim is Chairman of Golar LNG Ltd, Director of Borr Drilling
Ltd, and owner of Magni Sport AS.
Rolf Habben
Jansen
Independent Director
Jacob B.
Stolt-Nielsen
Director
Tor Olav
Trøim
Independent Director
Tenure
4
2
0
1–10 years
11–20 years
21+ years
34Stolt-Nielsen Limited | Annual Report 2025
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 ‘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 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 they have 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/governance. The Norwegian Code
ofPractice is available athttps://nues.no/English
1. Implementation and reporting
oncorporate governance
SNL has a Code of Business Conduct that 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 to provide a
clear structure for decision-making and accountability, risk
management and internal controls. Furthermore, committees
such as an Audit Committee and a Compensation Committee
support the Board in ensuring the overall effectiveness and
sustainability of the Company’s governance framework.
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 value creation. This is further described in the business
reviews and sustainability statement 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 Founders’ Shares, each with a par value of
US$0.001. As of November 30, 2025, 58,523,796 Common
Shares and 14,630,949 Founder’s Shares were issued, and
53,120,796 Common Shares and 13,280,199 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 (AGM)
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
Corporate Governance Report
Corporate governance continued
35Stolt-Nielsen Limited | Annual Report 2025
Corporate governance continued
tocontinue share purchases, if any, on the terms approved at
the AGM. According to our regulatory announcements, SNL
repurchased a total of 403,000 shares in 2025 in line with the
terms approved at the AGM held on 17 April 2025.
The Board of Directors has established a dividend policy that is
available at www.stolt-nielsen.com/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
www.stolt-nielsen.com/shareholder-information
and the SNL Bye-Laws at www.stolt-nielsen.com/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 November 18, 2010) as of August 31,
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.
Bye-law 74 of the SNL Bye-laws are available
at www.stolt-nielsen.com/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 and where the SNL Bye-Laws expand or deviate
fromthe provisions of such Act can be found
at www.stolt-nielsen.com/governance
6. General meetings
The Board of Directors or the Chairman is 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 AGM 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.
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, 2025, 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.
36
Stolt-Nielsen Limited | Annual Report 2025
Corporate governance continued
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 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 AGM. Directors shall hold office
for such term as decided by the General Meeting, or in
absence of such determination, until the next AGM 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.
Four of the current six SNL Directors, 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 at the AGM.
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 at
www.stolt-nielsen.com/leadership-team
Deviation from the Norwegian Code of Practice: none.
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 that 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.
37
Stolt-Nielsen Limited | Annual Report 2025
Corporate governance continued
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 must 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 available at
www.stolt-nielsen.com/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.
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 statement
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 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, Speak Up, to report any potential illegal or unethical
matters.
This confidential system can be accessed on the Company’s website at
www.stolt-nielsen.com/speak-up
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
and time commitment, and the complexity of SNL’s activities.
The remuneration is not linked to the performance of
the Company.
38
Stolt-Nielsen Limited | Annual Report 2025
Corporate governance continued
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.
Deviation 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-based compensation plans to ensure
that such plans are linked to long-term value creation for
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 AGM, but
the Compensation Committee carefully evaluates executive
management’s salary and other remuneration based on the key
principles described above.
13. Information and communications
All information distributed to SNL shareholders is published
on SNL’s website. SNL promptly submits all regulatory
announcements to Oslo Børs, and disseminates such
announcements 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 AGM and filed with Oslo Børs in
accordance with its requirements. SNL publishes each year
the dates for major events such as its AGM, publication of
interim reports, public presentations and dividend payment
dates if appropriate.
These dates are available on SNL’s website at
www.stolt-nielsen.com/financial-calendar
After each quarterly earnings release, SNL holds an earnings
release presentation 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. Conference calls 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 have 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 accounts 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 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.
39
Stolt-Nielsen Limited | Annual Report 2025
General disclosures
41 ESRS-2 – General disclosures
Environmental information
65 E1 – Climate change
74 E2 – Pollution
78 E3 – Water and marine sources
81 E4 – Biodiversity and ecosystems
83 E5 – Resource use and circular economy
88 EU taxonomy
Social information
93 S1 – Own workforce
106 S2 – Workers in the value chain
110 S4 – Consumers and end-users
Business conduct information
113 G1 – Business conduct
117 G – Entity Specific Matters
121 IRO-2 Data points that derive from other EU regulation
Sustainability statement
This section includes Stolt-Nielsen
Limited’s consolidated sustainability
information prepared for the first
time in accordance with the Corporate
Sustainability Reporting Directive (CSRD)
and the European Sustainability Reporting
Standards (ESRS).
40Stolt-Nielsen Limited | Annual Report 2025 40
SNL, as the parent company of the Group, must prepare its sustainability statement in
accordance with ESRS. As a result, the Group’s sustainability statement is prepared at group
(consolidated) level. As the Group’s double materiality assessment results and reporting
standards might change over time, future sustainability statements may differ from this
sustainability statement.
Value chain
The sustainability statement covers value chain information relating to the Group’s direct and
indirect business relationships in the upstream and downstream value chain. The entire value
chain was considered during the impacts, risks and opportunities (IROs) assessment, which
is outlined in the statement of material IROs in section IRO-1. For specific information on the
Group’s value chain please see section SBM-1.
Omitted information
The Group has not omitted information corresponding to intellectual property, know-how
ortheresults of innovation.
Phase-in provisions
Phase-in provisions of the European Sustainability Reporting Standards ’quick-fix’ July 2025
delegated act, which amends Appendix C of Delegated Regulation (EU) 2023/2772, have not
been applied by the Group as they are only applicable for Wave 1 reporters for the financial
year starting January 1, 2025. The Amended ESRS of the EU’s ‘Omnibus’ delegated act as
published in the Official Journal of the European Union on February 26, 2026, have not been
applied by the Group as the EU has not adopted the delegated act at the time of writing this
report and therefore the amended ESRS are still subject to transposition into Norwegian Law.
The EU-taxonomy disclosures have been prepared in accordance with the updated criteria
and tables as per the Delegated Act (EU) 2025/4568 which amends the Delegated Act (EU)
2021/2178.
ESRS 2 – Basis for Preparation
ESRS 2 – BP-1 – General basis for preparation of the sustainability statement
Consolidation
The sustainability statement of Stolt-Nielsen Limited (the Company or SNL) has been prepared
for the first time in accordance with the Norwegian Accounting Act section 2-3 implementing
Article 29(a) of EU Directive 2013/34/EU, including compliance with the European Sustainability
Reporting Standards (ESRS, EU 2023/2772) and Article 8 of EU Regulation 2020/852
(theTaxonomy Regulation). The sustainability statement has been prepared on a consolidated
basis and encompasses the parent company Stolt-Nielsen Limited and all its subsidiaries
(collectively, the Group), including intermediate holding companies like Stolt Tankers B.V.,
Stolt Tank Containers B.V., Stolthaven Terminals B.V. and Stolt Sea Farm S.A. andall their
subsidiaries. The sustainability statement is prepared for the period December 1, 2024,
toNovember 30, 2025.
Unless otherwise stated, the scope of consolidation is the same as for the Group’s
consolidated Financial Statements (the consolidated accounting group). Consolidation of
sustainability data using the consolidated accounting group means that sustainability data
from the following assets are included:
• Owned assets that the Group financially owns and that are operated by the Group.
• Long-term leased-in assets that the Group treats as capital assets and that are treated as
such on the Group’s balance sheet in accordance with IFRS 16. The Group does not have
operational control over some of these assets.
• Leased-out assets that the Group treats as wholly owned assets in financial accounting
andthat are treated as such on the Group’s balance sheet (i.e. short-term leased-out assets
to third parties). The Group does not have operational control over some of these assets.
• Associates, joint ventures, or other unconsolidated arrangements where we have operational
control is required only in topical standards E1 Climate change, E2 Pollution and E4
Biodiversity and ecosystems. Refer to those chapters for further detail on these principles.
As per the definition above, and to comply with the ESRS, some sustainability data includes
certain assets over which the Group has financial control but does not have operational
control. The Group has operational control over a ship when the Group or any of its subsidiaries
is registered as the Company (Document of Compliance Holder (DOC Holder)) under the
International Management Code for the Safe Operation of Ships and for Pollution Prevention
(ISM Code) and the shipowner (legal entity) has issued a Declaration of Company in which
the Company (DOC Holder) accepts such responsibility and agrees to take over all the duties
and responsibilities imposed by the ISM Code. The group does not assume any liability,
accountability or responsibility for negative impacts arising from assets that are not under its
operational control.
ESRS-2 general disclosures
41Stolt-Nielsen Limited | Annual Report 2025
ESRS-2 general disclosures continued
ESRS 2 – BP-2 – Disclosures in relation to specific circumstances
Time horizons
The Group used the time horizons as defined in ESRS for the double materiality assessment
and reporting purposes, which are short-term (one year), medium-term (two to five years) and
long-term (more than five years).
Value chain estimation
The Group’s Scope 3 GHG emissions includes value chain data estimated using indirect
sources. Scope 3 GHG emissions are calculated primarily by applying the spend-based method
and using a combination of primary data sources, for example, energy use and transport data,
and recognised secondary data sources, such as emission factors. The use of secondary
data sources, such as emission factors, results in less accurate information than if only
primary sources were used. The details of the level of uncertainty are described in section
E1-6. TheGroup is considering ways to limit the use of secondary data sources to enhance
theaccuracy of Scope 3 GHG emissions estimates.
Sources of estimation and outcome uncertainty
Sources of estimation and outcome uncertainty are those that have a significant risk of having
a material impact on the consolidated sustainability statement. Management believes the
following metrics have a high level of estimation uncertainty:
• E1-6 Scope 1 GHG Emissions: For some of the leased-in and leased-out assets over which
the Group has no operational control, and for which data is not available, Scope 1 emissions
are estimated by multiplying the deadweight tonnes of the ship with the average GHG
emissions intensity per deadweight tonne of the ship’s fleet.
• E1-6 Scope 3 GHG Emissions: The material Scope 3 GHG emissions categories that
have a high level of estimation uncertainty are Category 1 Purchased goods and services,
Category 2 Capital goods, and Category 15 Investments. The spend-based method has
been applied for Category 1 Purchased goods and services and Category 2 Capital goods.
The spend-based method relies on emission factors from sources such as EXIOBASE
or EEIO model databases, and on industry average data, which introduces an element of
inherent measurement uncertainty, as these are generalised estimates rather than precise,
source-specific values. Category 15 Investments includes an estimation uncertainty as the
emissions related to most of the Group’s unconsolidated joint ventures, associates and
equity investments are estimated based on the Group’s proportionate share of their revenues
multiplied by EEIO emission factors from EXIOBASE.
• E3-4 Water: Estimates are included for water withdrawal of leased-in and leased-out ships in
scope of IFRS 16 over which the Group has no operational control or for ships where water
consumption data is not available. Estimates are calculated by multiplying the deadweight
tonnes of a ship with the average water intensity per deadweight tonne of the ship’s fleet.
• E4-5 Ballast water management: Due to the transition from hard copy to digital ballast
water record books, estimates are included for periods during the year for which the ships
records were not recorded in the digital ballast water record book. For ships that have
implemented the digital ballast water record book as per 30 November 2025, the estimate
was based onthe monthly average number of occasions where sea ships were unable to
operate BWTS(D2 Mode) per ship. For ships that did not implement the digital Ballast Water
Record Book during the reporting year, the number of occasions where the BWTS (D2 Mode)
was unable to operate is estimated based on the annual average of all ships forwhich
digitaldatais available.
• E5-5 Waste: Estimates are included for waste from offices based on Eurostat waste factors
per employee for offices in Europe, and Worldbank waste factors per employee for waste
from offices outside of Europe. Operational waste from ships is estimated for ships that
do not have operational waste data based on internal waste intensity factors. Electronic
waste and domestic waste from ships is estimated based on head count per ship, multiplied
by an average intensity factor calculated based on available data. Waste data from ships,
terminals and depots reported in volume is converted into Kg by applying conversion factors
from the Scottish Environment Protection Agency (SEPA).
• S1-14 Health & Safety: An estimate has been included for the total hours worked included
in the Rate of recordable work-related accidents (TRCF) calculation. Total hours worked
peremployee is estimated to be a 40-hour work week or 2,080 hours per year for all onshore
employees and 1,040 hours per year for all seafarers. Recordable work-related accidents
for A&G employees primarily working at corporate offices, are estimated to be zero, as
the health and safety risks inherent to the Group’s operational activities are notpresent
at offices.
• S1-16 Remuneration metrics (gender pay-gap and remuneration ratio): A standard
formula has been applied to calculate the hourly rate for all employees. The calculation is
based on annualised gross salary divided by a 40-hour work week or 2,080 hours per year
for all onshore employees and 1,040 hours per year for all seafarers. Thisis an estimate
since actual and contractual working hours vary from country to country. Estimates
are also included in the gender pay-gap and remuneration ratio metrics to define pay
and remuneration for seafarers, as components vary based on the applicable collective
bargaining agreement. Estimates are also included to define the number of hours worked
tocalculate the gross hourly pay, and for seafarers not on duty.
42
Stolt-Nielsen Limited | Annual Report 2025
ESRS-2 general disclosures continued
Metrics in relation to material sustainability matters
None of the metrics have been validated by another external body, unless specifically
mentioned in the topical ESRS sections devoted to respective metrics.
Acquisitions and disposals
Avenir LNG – At the beginning of the reporting year, the Group owned 47% of Avenir LNG
Limited (‘Avenir LNG’) through its subsidiary Stolt-Nielsen Gas Limited. On January 27, 2025,
the Group entered into a share purchase agreement to acquire all shares of Avenir LNG
owned by Golar LNG Limited and Aequitas Limited (the “Avenir Transaction”). The Avenir
transaction was completed on February 6, 2025, the acquisition date. From the beginning
of the reporting year to the acquisition date, emissions related to Avenir LNG have been
accounted as emissions from the Group’s downstream value chain under Scope 3 category
15 – Investments. Avenir LNG’s sustainability data has been fully consolidated for as from
the acquisition date to the reporting date. No new material sustainability impacts, risks or
opportunities have been identified because of the acquisition. Scope 3 category 11 Use
of sold products was identified as a new Scope 3 category as from the acquisition date,
representing the downstream emissions related to LNG sold to customers by Avenir LNG.
Group policies, actions and targets (if any) are applicable to and include Avenir LNG as from
the acquisition date.
HS4 – On January 31, 2025, the Group acquired the remaining 50% ownership interest of
J.O. Invest AS in Hassel Shipping 4 (HS4). This acquisition increased the Group’s ownership
interest to 100% in which case HS4 became a consolidated subsidiary of the Group on this
date. HS4 was previously a joint venture recorded using the equity method of accounting for
financial reporting. HS4 owns eight ships. The Group had operational control over all eight
ships before the acquisition of the remaining 50% ownership, and therefore E1 emissions data,
E2 pollution data and E4 biodiversity data related to those ships are fully consolidated as from
the first day of the reporting period. E3 water data and E5 waste data are consolidated as from
theacquisition date.
Suttons International Holdings Limited – On November 4, 2025, the Groupacquired the
ISO tank operator Suttons International Holdings Limited (Suttons), which is a 100% owned
subsidiary ofthe Group as from that date. No new material sustainability impacts, risks or
opportunities have been identified because of the acquisition. Group policies, actions and
targets (if any) are applicable to and include Suttons as from the acquisition date. Suttons
sustainability data has been consolidated as from the acquisition date. As the acquisition was
completed close to the end of the reporting year, environmental data has been estimated for
the period from the acquisition date to the reporting date, which is immaterial compared to the
environmental data of the rest of the Group.
Subsequent events
The subsequent events as described in note 34 to the financial statements, impact the
sustainability statement as follows:
• Adjusting events: None.
• Non-adjusting events: In March 2026, the Group confirmed it had entered into a share
purchase agreement to sell 50% of Avenir LNG to Nippon Yusen Kabushiki Kaisha (NYK
Line). Thepotential sale agreement is subject to customary approvals, which are expected
in the second quarter of 2026. Should a formal agreement be reached,the Groupintends
to jointly own and operate Avenir LNG as a joint venture. Theterms and conditions of the
arrangement will define whether the joint venture will beaccounted for asown operations
inthe next reporting year.
Changes in preparation or presentation of sustainability information
No comparative information is presented in this sustainability statement as the Group applies
the transitional provision of ESRS-1 10.3, which allows undertakings to omit comparative
information in the first year of preparing the sustainability statement under ESRS. As a result,
there are no changes in preparation or presentation of sustainability information.
Reporting errors in prior periods
As this is the first time the Group reports the sustainability statement under ESRS, no
comparative information is presented in this sustainability statement. As a result, disclosure
onreporting errors in prior periods is not applicable.
Disclosures stemming from other legislation or generally accepted sustainability
reportingframeworks
This sustainability statement does not contain information arising from other legislation
or generally accepted sustainability reporting standards and frameworks, except for the
datapoints included in the table in IRO-2.
43
Stolt-Nielsen Limited | Annual Report 2025
Incorporation by reference
No ESRS disclosure requirements and/or specific datapoints mandated by a disclosure
requirement have been incorporated by reference.
Use of phase-in provisions in accordance with Appendix C of ESRS 1
The Group has used the following phase-in provisions relevant for the Group’s material IRO’s:
• ESRS 2 SBM-3 paragraph 48(e): Anticipated financial effects
• ESRS E1-9: Anticipated financial effects from material physical and transition risks
andpotential climate-related opportunities
• ESRS E2-6: Anticipated financial effects from pollution-related risks and opportunities
• ESRS E3-5: Anticipated financial effects from water and marine resources-related risks
and opportunities
• ESRS E4-6: Anticipated financial effects from biodiversity and ecosystem-related risks
and opportunities
• ESRS E5-6: Anticipated financial effects from resource use and circular economy-related
risks and opportunities
• ESRS S1-7: Characteristics of non-employee workers in the undertaking’s own workforce
• ESRS S1-13: Training and skills development
• ESRS S1-14: Health and safety information of non-employees, and the data points on cases
of work-related ill-health and on number of days lost to injuries, accidents, fatalities and
work-related ill health.
ESRS 2 – Governance
ESRS 2 – GOV-1 and G1- GOV-1 – The role of the administrative, management
andsupervisory bodies related to sustainability including business conduct
The Group’s governance structure consists of two main bodies: the Management Team and
Board of Directors (the Board). The Management Team serves as combined management and
administrative body responsible for operational control and internal governance. The Board of
Directors serves as the supervisory body.
The Board consists of five non-executive members. Employees and other workers are not
represented in the Board. The Directors have relevant experience to the sectors, products and
geographic locations of the Group. The Board’s gender diversity, calculated as the average
ratio of female to male board members, is 1/6 (16.7%). The percentage of independent board
members is 66.7%.
The Board
The Board holds ultimate responsibility for overseeing the Group’s approach to business
conduct, risk management and governance matters, including ethical standards, anti-corruption
measures and compliance with applicable laws and regulations. The outcomes of business
conduct evaluations, including those related to anti-corruption, whistleblowing, and compliance,
are regularly reported to the appropriate governance bodies. These matters are discussed
regularly with the Management Team. The Board demonstrates significant expertise on
business conduct matters, given their experience and other appointments.
The Group 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. The Group’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 and a clear structure for decision-making and accountability,
risk management and internal controls. Furthermore, committees such as an Audit Committee
and a Compensation Committee support the Board in ensuring the overall effectiveness and
sustainability of the Company’s governance framework.
Overall responsibility for the Group’s sustainability and sustainability reporting and compliance,
rests with the Board. This includes oversight of impacts, risks and opportunities, determining
strategies designed to respond to the identified impacts, risks and opportunities, setting
related targets and overseeing their integration into the business model and strategy. The
Audit Committee, which is a committee of the Board, is responsible for the oversight over
sustainability reporting and consideration of sustainability impacts, risks and opportunities.
ESRS-2 general disclosures continued
44Stolt-Nielsen Limited | Annual Report 2025
ESRS-2 general disclosures continued
The Company’s terms of reference, board mandates and other related policies do not
specifically reflect the responsibilities of the Board and/or Management Team for identified
sustainability impacts, risks and opportunities.
Management Team
The Management Team consists of executive members only. All Management Team members
are employees of the Group. The members of the Management Team have relevant experience
to the sectors, products and geographic locations of the Group. The Management Team’s
gender diversity, calculated as the average ratio of female to male members, is 2/14 (14.3)%.
The day-to-day monitoring and management of sustainability impacts, risks and opportunities,
and the reporting and communication of these, sits with the Management Team of the Group.
This team is also responsible for the development and execution of sustainability strategy
including setting targets related to material sustainability impacts, risks and opportunities.
ThePresident of Stolt Tankers is also executive sponsor for sustainability within the Group and
has overall responsibility for sustainability strategy across the Group. There are sustainability
leads and subject matter experts within each of the Group’s divisions and at Board level for
appropriate skills and expertise to oversee sustainability matters. Sustainability reporting and
compliance is the responsibility of the Chief Financial Officer of the Group.
Sustainability governance framework
Board
Oversight of sustainability
mattersand risks
Oversight
and
governance
Audit Committee
Responsible for
sustainability reporting
and assessing risks
Inputs
and actions
Finance IT and
Technology
Sustainability
specialists
Communications Operations
Day-to-day operations in line with policy, data gathering and cleansing,
support for assurance process, external communication of outcomes
Management
Management Team
Day-to-day responsibility for embedding sustainability matters
into corporate strategy, business processes and decision-making,
monitoring ofsustainability risksand sustainability reporting (one
executive management member is identifiedas sponsor)
Set the underlying supporting architecture: policies, controls
anddata management
45
Stolt-Nielsen Limited | Annual Report 2025
ESRS-2 general disclosures continued
ESRS 2 – GOV-2 – Information provided to, and sustainability matters addressed
by, the Company’s administrative, management and supervisory bodies
The Management Team discusses sustainability and sustainability reporting matters
multipletimes per year and the Audit Committee is informed on a periodic basis. TheGroupis
exploring ways to design a sustainability due diligence process. Sustainability impacts, risks
and opportunities are considered in the Group’s annual risk assessment process. The Board
and Management Team consider sustainability impacts, risks and opportunities as part of their
oversight of the Group’s strategy. This includes evaluating how these factors influence major
transactions and the overall risk management process. The bodies assess potential trade-offs
associated with sustainability impacts when they arise, facilitating decisions that balance
short-term operational needs with long-term sustainability ambitions. The material impacts,
risks and opportunities have been discussed by the Management Team and Board during
the reporting period as part of the Group’s annual risk assessment process and the double
materiality assessment process, and current mitigations were deemed appropriate in relation
to the riskappetite.
ESRS 2 – GOV-3 – Integration of sustainability-related performance in
incentiveschemes
Remuneration of the Board of Directors is not directly linked to elements of sustainability
performance of the Group. The performance incentive compensation plans for the
Management Team are linked to long-term value creation for shareholders or the Company’s
earnings performance over time; however, sustainability performance is currently not
specifically considered.
ESRS 2 – GOV-4 – Statement on due diligence
The following table shows where and how the application of the main steps in a due diligence
process are reflected in the sustainability statement.
Core elements of due diligence
Paragraphs in the sustainability
statement
a) Embedding due diligence in governance, strategy
and business model
ESRS-2 SBM-3, ESRS 2 GOV-2,
ESRS 2 GOV-3, ESRS E1 SBM-3,
ESRS E4 SBM-3, ESRS S1 SBM-3,
ESRS S2 SBM-3, ESRS S3 SBM-3,
ESRS S4 SBM-3.
b) Engaging with affected stakeholders in all key steps
of the due diligence
ESRS 2 GOV-2, ESRS 2 SBM-2,
ESRS-2 SBM-3, ESRS-2, S1-2, S1-3,
S1-4, S2-3, G1.
c) Identifying and assessing adverse impacts IRO-1.
d) Taking actions to address those adverse impacts E1-3, E2-2, E3-2, E4-3, E5-2, S1-4,
S2-4, S4-4, G1 Entity specific
matters.
e) Tracking the effectiveness of these efforts
and communicating
E1-4, E1-5, E1-6, E2-3, E2-4, E3-3,
E3-4, E4-4, E4-5, E5-3, E5-5, S1-6,
S2-5, S4-5, G1-4, G1 Entity specific
matters.
ESRS 2 – GOV-5 – Risk management and internal controls over
sustainabilityreporting
Scope, main features, and components of risk management and internal control processes
As part of the Group’s risk management process, risk management and internal controls
encompass relevant aspects of annual sustainability reporting. These processes include the
identification, assessment, and mitigation of inherent material misstatement risks arising
among others from potential human error or data incompleteness that could impact the
accuracy of the sustainability statement.
46
Stolt-Nielsen Limited | Annual Report 2025
ESRS-2 general disclosures continued
As part of the Group’s efforts to prepare for CSRD reporting, a sustainability data and reporting
target operating model was designed and implemented, which includes:
• Implementation of a sustainability reporting process taxonomy that defines the required
procedures to establish the reporting strategy, assess the reporting needs, design data and
reporting processes, data collection and calculation of metrics, preparation of the report, and
monitoring of the reporting process and system governance.
• Implementation of a service delivery model including allocation of roles and responsibilities.
A new environmental, social and governance (ESG) Reporting Team has been established
responsible for data collection, validation and reporting.
• Implementation of new technologies to manage the sustainability reporting process,
group-wide data collection, data calculation and consolidation.
• Implementation of a governance model that includes a framework for internal controls
oversustainability reporting at the process level.
Risk assessment approach and prioritisation methodology
For each step in the sustainability reporting process, sustainability reporting risks have
been identified by applying a pragmatic risk assessment approach. Risks that could result
in a material misstatement, arising from, amongst others, potential human error or data
incompleteness and critical accounting estimates and judgements that could impact the
accuracy of sustainability reporting, are the Group’s priority. The Group’s risk assessment
approach and prioritisation methodology will be updated and formalised in future years.
Main risks identified and mitigation strategies
The main risks identified in the ESG reporting process at a metric level relate to data accuracy,
data completeness, and critical accounting estimates and judgements. A corporate ESG
accounting manual has been created to define group-wide definitions and calculation
methodologies to mitigate these risks. The implementation of manual and IT controls to verify
that data is accurate and complete, and collected, calculated and reported in accordance with
the Group’s ESG accounting manual, is in progress. Process policies, procedures and internal
reports to provide process insights and support governance, are still to be designed.
Integration of findings of risk assessment and internal controls into internal functions
andprocesses
The ESG data collection process has been gradually implemented during the financial year
by increasing data collection efforts every quarter. Any internal control findings during the
quarterly close for the subset of metrics in scope have been addressed in the subsequent
quarter. It is expected that the Group’s ESG reporting process will continue to improve and
mature over time. The Group aims to have all departments aligned with the sustainability
reporting objectives and that any identified risks are addressed promptly. The ESG Reporting
Team keeps employees who are involved in the reporting function informed about the latest
developments in sustainability reporting.
Periodic reporting to administrative, management, and supervisory bodies
The results and findings of the ESG data collection implementation process have been
reported to the Management Team on a monthly basis and to the Audit Committee on a
quarterly basis. The sustainability reporting process has not been assessed by internal
auditduring the reporting year.
ESRS 2 – Strategy and Business Model
ESRS 2 – SBM-1 – Strategy, business model and value chain
The Group operates five divisions or business units. Stolt Tankers (ST), Stolthaven Terminals
and Stolt Tank Containers (STC) are engaged in the worldwide transportation, storage and
distribution of bulk liquid chemicals, gases, edible oils, acids, and other speciality liquids. These
divisions are collectively referred to as the Group’s liquid logistics businesses.
The Group is also engaged in aquaculture, which is carried out through Stolt Sea Farm (SSF),
which produces, processes and markets turbot and sole. This division is referred to as the
Group’s land-based aquaculture business.
The Stolt-Nielsen Gas division (SNG) comprises the Company’s investments within liquid
natural gas (LNG), including in Avenir LNG (Avenir), Higas Holdings Limited (Higas) and
GolarLNG Limited (Golar).
The Group also holds equity and debt investments in Odfjell SE, Ganesh Benzoplast
Limited and the Kingfish Company N.V., which are reported in Corporate and Other in
thefinancialstatements.
The bulk liquid logistics businesses markets are the Americas, Europe, Asia-Pacific (APAC)
and Middle East and Africa (MEA). The Group’s sea farm business is active in land-based
aquaculture and addresses the growing demand for sustainable seafood primarily in Europe.
Avenir is active in LNG trading and LNG freight water transportation and bunkering services
mainly in Europe.
There have been no significant changes in the reporting period related to significant markets
or customer groups served by the Group. The Group obtained financial control over Avenir
in February of the reporting year, which brings the Stolt-Nielsen Gas division into the
consolidation scope for the sustainability statement. In November 2025 the Group acquired
the ISO tank operator Suttons International Holdings Limited (Suttons), and as from that date
Suttons is a 100% owned subsidiary of the Group. No products or services are banned in
certain markets.
47
Stolt-Nielsen Limited | Annual Report 2025
Headcount ofemployeesby geographical areas
The Group’s head count per region as per 30 November 2025 is as follows:
Region Number of employees
Americas 727
APAC 1,366
Europe 5,152
MEA 34
Total 7,279
Revenue information
Breakdown of total revenue, as included in the financial statements, by significant ESRS
sectors.
IFRS 8 Sector
(note 3 financial
statements) NACE
High-climate
impact sector
Revenues
(in $ thousands)
Tankers
SECTION H – TRANSPORTATION AND STORAGE:
50.20: Sea and coastal freight water transport &
50.40: Inland freight water transport Yes $ 1,598,999
Terminals
SECTION H – TRANSPORTATION AND STORAGE:
52.10: warehousing and storage Yes $ 312,354
Tank Containers
SECTION H – TRANSPORTATION AND STORAGE:
52.25 Logistics service activities
52.26 Other support activities for transportation. Yes $ 648,806
Stolt Sea Farm
SECTION A – AGRICULTURE, FORESTRY AND
FISHING: 03.2 Aquaculture – 03.21 Marine
Aquaculture Yes $ 138,988
Stolt-Nielsen Gas
SECTION H – TRANSPORTATION AND STORAGE:
50.20: Sea and coastal freight water transport Yes $ 31,386
SECTION G – WHOLESALE AND RETAIL TRADE
G.46.71 Wholesale of solid, liquid and gaseous fuels
and related products (limited to solid and liquid
fuels) Yes $ 36,313
Total $ 2,766,846
There are no additional significant ESRS sectors other than the sectors listed in the table
above. Revenues related to the ‘Corporate and Other’ business segment is considered not
significant and therefore not presented. All sectors are considered high climate impact sectors.
The Group is active in the fossil fuel sector, as the Group derives revenues from storage and
transportation of fossil fuels (oil and gas). Revenues derived from the transportation, storage
or trade of coal, oil and gas amount to $ 37,175 thousand.
Revenues
(in $ thousands)
Total revenues from coal
Total revenues from oil $ 17,456
Total revenues from gas (aligned with EU Taxonomy)
Total revenues from gas (not aligned with EU-Taxonomy) $ 19,719
Total revenues from fossil fuels $ 37,175
None of the Group’s revenue activities are EU-taxonomy aligned. Refer to page 88 in this report
for more information. The Group is not active in chemicals production, controversial weapons
or the cultivation or production of tobacco.
Business model and value chain
The Group has sustainability related initiatives at divisional level, but no approved group-wide
sustainability related goals or targets on ESG data on a consolidated level. The Group’s liquid
logistics businesses seek to reduce GHG emissions through efficient ship design, use of
alternative fuels and/or renewable energy and application of energy-efficiency technologies.
The Group has initiatives at divisional level aiming at reducing water and pollution-related
negative impacts by enhancement of wastewater treatment systems and process optimisation
for tank container cleaning. Stolt Sea Farm aims to produce sustainable seafood (turbot and
sole) through land-based aquaculture methods with minimal impact on ecosystems.
Our business model and operations affect our upstream and downstream value chain
counterparts, and we understand our potential impact on them and their impact on our
operations. A simplified overview of the Group’s value chain is shown on page 49. Upstream
activities are primarily related to the sourcing and production of energy/fuel and raw materials
including fish feed, the production of specialist chemicals and food-grade products and
the construction of property plant and equipment for use in own operations (ships, tank
containers, storage tanks, fish farms). Downstream activities are primarily related to the use
of chemical and food-grade products previously stored or transported by the Group’s logistics
businesses, decommissioning of assets and sales of turbot and sole to hotels, restaurants,
catering and retail for consumption.
ESRS-2 general disclosures continued
48Stolt-Nielsen Limited | Annual Report 2025
E1
E1
E1
S2
S2
S1
E1
E1
E1
E1
E1
E2
E2
E3
E3
E4
E5
E5
E5
G
S4
E5
S1
S1
S2
S2
Downstream
ESRS-2 general disclosures continued
Our liquid logistics value chain
Upstream Own operations
Upstream activities are primarily related tothe
sourcing and production of energy/fuel and raw
materials including fish feed, the production of
specialist chemicals and food‑grade products
and the construction of property plant and
equipment for use in own operations (ships,
tank containers, storage tanks, fish farms).
Our business model and operations affect our upstream
anddownstream value chain counterparts, and we understand
our potential impact on them and their impact on our operations.
Downstream activities are primarily related to
the use of chemical and food‑grade products
previously stored or transported by the Group’s
logistics businesses, decommissioning of
assets and sales of turbot and sole to hotels,
restaurants, catering and retail for consumption.
Stolt Sea Farm value chain
Environmental information
E1 – Climate change
E2 – Pollution
E3 – Water and marine sources
E4 – Biodiversity and ecosystems
E5 – Resource use and circular economy
Social information
S1 – Own workforce
S2 – Workers in the value chain
S4 – Consumers and end-users
Business conduct information
G1 – Business conduct
G – Entity specific matters
Stolt‑Nielsen Limited | Annual Report 2025 49
ESRS-2 general disclosures continued
ESRS 2 – SBM-2 – Interests and views of stakeholders
We engage with our key stakeholders on a regular basis. Key stakeholders include customers, own workforce (employees and non-employees), suppliers (including value chain workers such as
those involved in logistics, handling, transport, manufacturing, ship building and other activities), investors, communities, shareholders and consumers. This table shows how we engage with our
key stakeholders and reflects how their interests and views inform the Group’s strategy and business model.
The purpose of our stakeholder engagement initiatives is to better understand their needs, our impact on them, and build strong two-way relationships. The Group’s strategy and business
model are informed by the interests and views of key stakeholders, including customers, the own workforce, suppliers, shareholders, communities and consumers. Stakeholder engagement has
influenced strategic priorities, and further actions will be planned when deemed appropriate.
Key stakeholders
Stakeholder engagement to address key themes
important to them Themes important to stakeholders Impact on business model and strategy
Customers
• Engagement with customers occurs on a regular
basis by the Group’s commercial departments. Key
accounts have a dedicated account manager for
personalised service
• Our online customer portals are digitising routine
tasks, improving efficiency
• Strategic relationships with key customers
• The best service across all our divisions
and global markets
• Efficiency, reliability and flexibility, with
safety as top priority
• Digital tools to enhance collaboration
with customers (data-exchange) and
enhance customer experience
• Reduction of value chain (Scope 3)
GHG emissions
The Group aims to increase revenues and Net Promotor Score by:
• Integrated, efficient and flexible customer solutions with improved
service for the liquid logistics business
• Aspire to be a strategic partner for our customers, leveraging our
long-standing relationships
• Offering industry-leading logistics solutions to better fulfil
customers’ business needs
• Enhancing the Group’s digital capabilities to offer streamlined,
efficient solutions that integrate seamlessly with customers’
operations and provide insight in the services’ footprint
Own workforce
– employees and
non-employees
such as
contractors (S1
SBM-2)
• Regular dialogue with employees is facilitated
through our annual employee engagement survey,
divisional and Group town halls, our intranet, update
meetings with the employee works council, in-person
interactions and regular one-to-ones at all levels
• Engagement with non-employees occurs primarily
during in-person interactions with employees and
regular one-to-ones at all levels
• Health and safety
• Working conditions
• Human rights
• Professional development, training and
skills development
• Diversity and equal treatment
• Secure employment
• Remuneration and rewards
• Safety for people, including employees and non-employees, and the
environment is the Group’s priority
• Key elements of the people strategy to become the best employer:
• Enhance organisational capabilities by focusing on professional
development and succession planning
• Be the employer of choice by creating an inclusive work
environment, recognising the importance of health and
safety (including mental health) and sustain and improve
theGroup’s culture
• Building a modern, efficient, and effective organisational
structure that supports employees to realise their full potential
bydeveloping a career framework
• Attracting and retaining top talent
• A remuneration and rewards policy to offer a competitive package
for all employees
• Sustainable employee engagement scores
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Key stakeholders
Stakeholder engagement to address key themes
important to them Themes important to stakeholders Impact on business model and strategy
Shareholders
• The Board represents the shareholders’ interests and
seeks to protect shareholder value
• Engagement with shareholders is facilitated through
quarterly presentations of financial results, strategic
progress and operational performance
• Prompt, personalised response to investor queries
• Transparent and timely communications, regulatory
announcements, Annual Report, website and investor
marketing events
• Shareholder value
• Providing regular distributions
to shareholders
• Compliance with applicable laws
and regulations
• Transparency is expected, beyond
regulatory obligations
• Access to management
• Conservative balance sheet management
• Disciplined capital allocation strategy balancing growth, debt service
and dividends
• Targeted investments for sustainable long-term growth
• Open investor engagement, conducted by both the Board
andtheexecutive management team
Suppliers –
including value
chain workers (S2
SBM-2)
• Engagement with key suppliers occurs on a regular
basis by the Group’s procurement departments.
• Strategic relationship management of key supply
chain partners
• Regular monitoring of performance
• Health and safety, human rights and
fair working conditions throughout
thesupply chain
• Suppliers’ Code of Conduct in place
• Safety protocols throughout supply chain
• Improved awareness of the challenges and opportunities in the
upstream value chain informs the procurement process and drives
ongoing development in response to future supply
Communities
• The Group actively engages with local communities
through partnerships, and participation in community-
driven events held throughout the year in those areas
where the Group has local impacts, main communities
are those in the rural areas where SSF has operations.
• Environmental, health and safety and
economic impacts of SNL’s operations
on local communities.
• Participation in community programmes and charity events
• Purchase of local goods and services and hire local talent
where possible
• Financial support for social, educational and environmental projects
Consumers (S4
SBM-2)
• Engagement with (end) consumers is primarily related
to Stolt Sea Farm (SSF) which engages with customers
that provide (end) consumers with seafood.
• SSF engages with customers (restaurants, supermarkets
and wholesalers) as part of the sales process and when
showcasing products at industry events
• Consumer health
• Food quality and safety
• Sustainable sourcing and traceability
offish-feed
• Product footprint
• Animal welfare
• Continued focus on responsible farming and fish welfare,
sustainable sourcing, food safety and consumer health
ESRS-2 general disclosures continued
Only internal stakeholders (employees, Management Team and Board of Directors (Board)) were involved in the double materiality assessment process to identify material sustainability impacts,
risks and opportunities. Views and interests of external stakeholders such as customers, suppliers including value chain workers, local communities and consumers, have been considered by internal
stakeholders given their regular stakeholder engagement. The Group procured the services of an external consultancy firm to support the double materiality assessment process and to make sure
external and silent stakeholder perspectives were not overlooked. Value chain workers, affected communities, and consumers and end-users were not directly consulted to inform the DMA process.
The Management Team and Board are informed about the views and interests of stakeholders regarding the Group’s sustainability impacts as part the double materiality assessment process. The
Board and Management Team actively incorporate stakeholder insights when overseeing the Group’s strategy, particularly in relation to major transactions and the overall risk management process.
The interests, views and rights of the Group’s own workforce, including respect for human rights, inform the Group’s strategy and business model. Workforce engagement has shaped the people
strategy. Refer to ESRS 2 SBM-3 for a description of how the interests, views, and rights of the Group’s own workforce, value chain workers, affected communities and consumers and end-users
could be materially impacted by the Group, including respect for their human rights, inform the Group’s strategy and business model.
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ESRS 2 – IRO-1 – Description of the process to identify and assess material
impacts, risks and opportunities
The Group’s double materiality assessment (DMA) approach is designed to identify, assess,
monitor and prioritise the impacts, risks and opportunities (IROs) associated with its
operations and upstream and downstream value chain. The process consists of several steps
to identify the material sustainability topics relevant to the business and stakeholders. In line
with the principle of double materiality, sustainability-related topics were considered material
if they were material from the perspective of impact materiality or from the perspective of
financial materiality, or both.
1. Understanding the context and mapping the value chain
A cross-functional team was formed composed of divisional sustainability subject matter
experts and finance experts. This team was responsible for overseeing and guiding the DMA
process. The Group applied a bottom-up approach, starting with identifying material sub-sub
topics at divisional level, and subsequently consolidating sub-sub topics at Group level. As a
starting point, each division mapped its end-to-end value chain; a consolidated visualisation is
included in section SBM-1.
2. Identification of long list of sustainability matters and internal stakeholders
The divisional sustainability matter experts compiled a long list of potential material
sustainability topics to assess based on ESRS 1 AR16, the results of the Group’s most recent
climate change resilience analysis, divisional materiality assessments conducted in prior years,
evaluation of Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board
(SASB) sector standards, peer report reviews and inspection of industry association reports.
Subsequently, an internal stakeholder mapping was performed, identifying those departments
and employees with relevant expertise to assess materiality. Operational colleagues and
employees of relevant functional departments were selected to assess topics from an
impact perspective, and financial employees were selected to assess topics from a financial
materiality perspective. Views and interests of external stakeholders such as customers,
suppliers and local communities have been considered by internal stakeholders given their
regular stakeholder engagement (refer to SBM-2). Furthermore, the Group procured the
services of an external consultancy firm to support the double materiality assessment process
and external and silent stakeholder perspectives were considered.
ESRS-2 general disclosures continued
3. Assess the sustainability matters from two perspectives: Impact materiality and
financialmateriality
From long-list to medium list
The divisional sustainability subject matter experts performed an initial impact materiality
assessment of the sub-sub topics included in the long list by assessing them on severity.
Severity is based on three factors: scale, scope and irremediable character of the impact.
Positive impacts were assessed based on scale and scope, negative impacts were assessed
based on scale, scope and irremediability. Each factor was assigned a score between 0-4,
resulting in a maximum score of 8 for positive impacts, and 12 for negative impacts. Likelihood
was not assessed at this stage, for the long-list assessment all considered impacts were
assumed to be actual. In case the sub-sub topic was scored a 6 or higher, the matter was
included in the medium-list of matters to be assessed by a wider internal stakeholder group.
The threshold of 6 was considered prudent, given the maximum possible score of 12.
Severity
Score Scale Scope Irremediable character
4 Critical Global Non-remediable
3 High Regional Very difficult to remediate
2 Moderate National Difficult to remediate
1 Low Local Moderate to remediate
0 None None Easy to remediate
Assessment of the medium list
All assessors were trained on the definitions of financial and impact materiality. For financial
materiality, the size of the financial impact was assessed based on a percentage of divisional
profit before tax, ranging from 0%-5% for minimal, to 40% or more for critical financial effects.
Likelihood was scored from remote (<10% chance of occurrence) to actual (100% chance
of occurrence). An online assessment survey was sent to individual internal stakeholders,
requesting them to score each sub-sub topic on financial materiality and severity. An average
score for each sub-sub topic was calculated at divisional level based on the survey results.
4. Validation of DMA survey results and consolidation of matters
Sub-sub topics from the medium list with a score above 4.5 for positive impact and above 5.0
for negative impact were considered for internal validation with divisional management and
the Group’s Management Team in workshops with the divisional sustainability experts. The
list of material matters was validated for accuracy and assessed for completeness. Material
validated sub-sub topics were consolidated for the Group. As all divisions applied the same
definitions and threshold for severity, matters deemed material from an impact perspective
atdivisional level, are deemed material matters for the Group.
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5. DMA re-assessment
The Group conducted a DMA re-assessment throughout the period to reconsider the results
ofstep 1-4 in light of the acquisition of Avenir LNG and Suttons, as well as to perform
benchmarking against other published reports of Wave 1 reporters. It was decided to remove
two sub-topics that were only material from a positive impact perspective and not identified as
a material matter by any peers. In addition, it was decided to merge two sub-topics that were
both related to the origin of fish feed. No new material sustainability IROs have been identified
as a result of the acquisition ofAvenir and Suttons. The re-assessment resulted in a list of sub-
topics to be material, which were translated into IROs. For each IRO, it was determined whether
it concerns an actual or potential impact, the time-horizon of the impact to materialise and
whether the impact (potentially) occurs in the upstream or downstream value chain or in our
own operations. Matters material from a financial risk or opportunity perspective at divisional
level, were re-assessed based on financial Group materiality and reconciled to the results of
the most recent annual financial and business risk assessment. FY25 DMA results have been
presented in section SBM-3.
6. IRO-1 considerations stemming from the topical standards
Irrespective of materiality, the following considerations stemming from the topical standards
have been considered during the DMA process:
E1 – Climate change: The most recent resilience analysis is from 2021. Although the resilience
analysis was performed at divisional level and did not meet all the requirements of ESRS E1,
results have been considered and informed the DMA process to identify and assess climate-
related impacts. The Group considered climate change related impacts as a result of GHG
emissions, climate related physical risks and climate related transition risks in own operations
and along the upstream and downstream value chain. The 2021 resilience analysis used
climate scenario analysis based on IPCC AR6, SSP1-1.9 (1.5 ºC global warming) and SSP5-
8.5 (4.0 ºC global warming) and considered inherent uncertainties in predicting long-term
sustainability impacts, geopolitical influences, and assumptions about activity beyond the
Group’s strategy period (five years).
E2 – Pollution: The Group indirectly followed the LEAP methodology to identify and assess
material pollution related IROs in its own operations and upstream and downstream value
chain as the first three out of four phases of the LEAP approach correspond with the DMA
process. All the Group’s locations and business activities were considered in the DMA process.
The Group did not conduct direct consultations with affected communities related to pollution.
ESRS-2 general disclosures continued
E3 – Water and marine resources: All the Group’s onshore locations, mobile assets and
business activities were considered in the DMA process. The Group has operations and/
or offices in areas of high water risk due to water stress or water depletion, such as China,
India, Oman, Philippines, Saudi Arabia and the United Arab Emirates. Areas of water risk were
determined with the use of the Aqueduct Water Risk Atlas. TheGroup did not conduct direct
consultations with affected communities related to water and marine resources.
E4 – Biodiversity and ecosystems: The Group’s contribution to direct drivers on biodiversity
loss have been considered in the DMA. All onshore sites and mobile assets have been
considered in the DMA process, without specifically assessing whether any sites are in or
near a biodiversity sensitive area. All sites related to the Group’s liquid logistic businesses
are in designated industrial and/or port areas where biodiversity sensitivity is naturally low.
The Stolt Sea Farm sites are in Spain, Portugal, France, Norway and Iceland. The company
focuses on land-based aquaculture for turbot and sole, which is considered a more controlled
and environmentally sustainable practice compared to open-water aquaculture. Land-based
aquaculture systems reduce risks such as escape of non-native species, contamination
of sensitive marine ecosystems and overuse of wild fish stocks for feed. Even if Stolt Sea
Farm’s facilities would be in or near biodiversity-sensitive areas, the land-based approach
already mitigates many of the common risks associated with aquaculture. As a result, the
Group did not assess for each individual site whether it is in or near a biodiversity sensitive
area. Subsequently, the Group concluded that it is not necessary to implement biodiversity
mitigation measures for onshore locations such as referred to in disclosure requirement
ESRS E4 IRO 1 – 19(b). For more information on biodiversity impacts related to ships, refer
to E4. The Group did not conduct direct consultations with affected communities related to
biodiversity and ecosystems.
E5 – Resource use and circular economy: All the Group’s locations, assets and activities were
considered in the DMA process when considering resource inflows, outflows and waste. The
Group did not conduct direct consultations with affected communities related to resource
inflows, outflows and waste.
G1 – Business conduct: All the Group’s business activities, locations, sectors, and transactions
have been considered in the DMA process to identify IRO’s related to business conduct.
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ESRS-2 general disclosures continued
ESRS 2 – SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model
The Group conducted a DMA to identify the Group’s material sustainability impacts, and related financial risks and opportunities (IROs). This has resulted in the material IROs as outlined in
the table below. The overview illustrates where these IROs arise in own operations and/or value chain, connecting them to the overarching strategy and business model. The outcomes of our
stakeholder engagements are considered and addressed as appropriate within our strategy and day-to-day decision making. The current financial effects of the Group’s material financial risks
and opportunities listed below on the Group’s financial position, financial performance and cash flows and the actual financial risks related to the next reporting period are not expected to be
material. Principal risks and uncertainties for the next financial year are also disclosed in the principal risks section of the Financial Review in the Director’s report on pages 19-31. The Group’s
assesses material impacts and risks on an annual basis, evaluating the resilience of its business model over the medium term. A qualitative climate-related analysis has demonstrated the
business model’s resilience with adequate measures in place.
Material
matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
ESRS E1 – Climate change
Climate change mitigation
GHG
emissions
Our operations and value chain activities result in direct and
indirect emissions of greenhouse gases (GHG) negatively
impacting the environment.
Negative
impact
Actual U, O, D S-T,
M-T,
L-T
The Group aspires to mitigate its impact on climate change
through energy efficiency initiatives, electrification, renewable
energy use, and strategic investments, to achieve long-
term reductions across the value chain and enable avoiding
emissions for customers, to the extent commercially viable.
Energy
consumption
and mix
Consumption of fossil fuel based energy sources in own
operations generate GHG emissions which negatively
impact the environment.
Negative
impact
Actual O S-T,
M-T,
L-T
The Group aspires to transition towards low-carbon and
renewable energy sources over time and enhance the
energy efficiency of our fleet and other assets, to the extent
commercially viable.
To counteract future climate change, there have been
increasingly stringent regulations, and violations can lead to
significant fines and penalties. Future regulations may make
the Group’s assets prematurely obsolete, increase expenses
or require investments.
Financial
risk
Potential O M-T,
L-T
Combination of the above.
Climate change adaptation
Extreme
weather events
Financial exposure related to extreme weather events
resulting in physical impacts/hazards to fixed assets and
disruptions in operations in areas exposed to extreme
weather events which could result in asset loss, injuries, lost
earnings, difficulty in obtaining insurance and higher costs.
Financial
risk
Potential O S-T,
M-T,
L-T
The Group invested in climate resilience and adaptation
measures such as flood defences, drainage systems, wind-
resistant structures and emergency power systems to protect
its terminals and sea farms against the impact of extreme
weather events. such as flood defences, drainage systems,
wind-resistant structures and emergency power systems.
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Material
matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
ESRS E2 – Pollution
Pollution of air Fossil fuel combustion in the Group’s liquid logistics
operations emits nitrogen oxides (NOx), sulfur oxides (SOx),
and other pollutants into air that adversely impact the
environment and human health. Volatile Organic Compounds
(VOCs) are emitted from tanks during routine operations and
venting, and when loading and cleaning tanks.
Negative
impact
Actual O S-T,
M-T,
L-T
The Group operates within industries that inherently interact
with the environment, such as maritime shipping, bulk-liquid
logistics, terminal operations, and land-based aquaculture. Over
the years, the group has taken comprehensive and strategic
steps to prevent and reduce pollution of air, water, and soil
through operational adjustments, technology adoption, and
sustainable practices across its divisions.
Pollution of
water + water
discharges in
waterbodies
and oceans
The Group’s operations may result in pollution of water
through potential (hazardous) chemical or LNG spills,
discharging of wastewater from our chemical logistics
businesses. The release of substances to oceans by the
Group’s land-based sea farms and shipping operations could
adversely impact the quality of seawater.
Negative
impact
Potential O S-T,
M-T,
L-T
Pollution
of soil
Accidental spills of (hazardous) chemicals contaminate land,
surface water, and groundwater, which can adversely impact
the region’s biodiversity and human health.
Negative
impact
Potential O S-T,
M-T,
L-T
Companies contributing to air, water and/or soil pollution
may face financial risks, including legal liabilities, regulatory
fines, increased operational costs for compliance, loss of
permits and licenses and reputational damage.
Financial
risk
Potential O S-T,
M-T,
L-T
The Group maintains insurance to cover several risks, including
pollution risks.
ESRS E3 – Water and marine resources
Water
consumption
Water consumption (excluding sea water consumption),
especially in areas of high-water risk, can significantly
impact the environment, leading to water scarcity,
degradation of water quality, and changes in the flow
regimes of rivers and wetlands.
Negative
impact
Actual
+ potential
O S-T,
M-T,
L-T
Water is used in the Group’s operational activities such as
in cleaning ships’ tanks, storage tanks and tank containers
between cargoes. Water is also used for firefighting systems,
cooling and to produce ice for fish packaging.
ESRS E4 – Biodiversity and ecosystems
Ballast water
management*
Ballast water discharged from ocean-going ships can
transport invasive species to new environments, where
they can outcompete native and/or threatened species,
disrupt food webs, and alter ecosystem dynamics. This may
lead to vulnerability to other threats such as disease and
habitat degradation.
Negative
impact
Actual
+ potential
O S-T,
M-T,
L-T
This risk is mitigated through mandatory ballast water
treatment systems for sea-going ships subject to IMO
regulation. Residual risk remains, which manifests if the ballast
water treatment system is malfunctioning or operating outside
its design limits because of external circumstances.
ESRS-2 general disclosures continued
55Stolt-Nielsen Limited | Annual Report 2025
ESRS-2 general disclosures continued
Material
matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
ESRS E5 – Resource use and circular economy
Resource
scarcity and
traceability
of fish feed
components
(resource
inflows)*
The use of wild sourced marine ingredients in fish diets
(fishmeal and fish oil) in own operations of the Group’s
land-based aquaculture business, results in pressure on
finite primary marine resource inflows. A severe decline
inmultiple fish species and exploitation of oceans makes
wild sourced marine ingredients a scarce resource.
In addition, if the company is unable to verify the origin
andsustainability of feed ingredients, this could result in
non-compliance with sustainability sourcing standards.
Negative
impact
Actual U S-T,
M-T,
L-T
A strategic objective for the Group’s land-based aquaculture
business is to reduce the dependency on marine scarce
resources, such as fish meal and fish oil, and research together
with strategic feed suppliers to find suitable replacement
ingredients that can contribute to new feed formulas that
maintain and improve the nutritional and growth requirements
of our fish. Ensuring traceability of our seafood and the
sustainable origin of its feed is a key pillar for sustainable
fish-farming and food safety.
Ship recycling
(resource
outflows)*
Adverse environmental impacts during decommissioning of
ships, including waste generation and pollution as well as
worker safety and human rights.
Negative
impact
Potential D M-T,
L-T
Ship recycling interacts with the Group’s business model by
ensuringfleet modernisation by lifecycle management of fleet
assets while ensuring cost efficiency,regulatory compliance,
andsustainability alignment, while also contributing to a
circular economy through material reuse.
Waste
(resource
outflows)
Adverse environmental impact due to waste (water)
generation in own operations and disposal of waste
fromoperations.
Negative
impact
Actual O S-T The Group manages different types of waste, mainly
wastewater, biological waste, hazardous waste and materials
from ship maintenance and repair. The Group aims for
chemical waste minimisation in its liquid logistics businesses,
by installing wastewater treatment facilities and is exploring
the adoption of circular economy principles to mitigate
environmental impacts.
ESRS S1 – Own workforce
Health
and safety
Risks of work-related injuries, life-altering incidents and
fatalities, for the own workforce are inherent to working with
(hazardous) chemicals in the liquid logistics businesses.
Working in the land-based aquaculture business also carries
risk of work-related injuries for the own workforce.
This can pose a financial risk to the Group in terms of costs
of remediation and as well as reputational damage.
Negative
impact
+
financial
risk
Actual
+ potential
O S-T,
M-T,
L-T
Health and safety risks are directly linked to the Group’s
business model in almost every aspect—from transportation
and storage of hazardous materials to ensuring safe operations
for employees in high-risk environments. By prioritising and
managing safety, the Group sustains its ability to operate
efficiently, meet stringent regulations, protect its workforce,
andmaintain customer trust.
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ESRS-2 general disclosures continued
Material
matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
ESRS S1 – Own workforce continued
Maritime
security*
Global and local geopolitical instability and conflict result in
maritime security risks for the Group’s own workforce at sea
where criminals, terrorists and/or other with ill intent expose our
employees to health and safety risks, e.g. war, piracy or terrorism.
Maritime security threats can cause disruptions to our
operations which impacts revenues and increases costs,
which may also impact our ability to decarbonise (because
of rerouting).
Negative
impact
+
financial
risk
Actual
+ potential
O S-T Increasing maritime security is important to our ways of
working because it protects operational assets (ships),
employees, and cargo, to support business continuity and
regulatory compliance and mitigate reputational, financial,
andenvironmental risks.
Equal
treatment and
opportunities
Liquid logistics and land-based aquaculture businesses have
historically been male-dominated industries. In the case
that the Group does not address the specific issues set out
in ESRS S1, sub topics equal treatment and opportunities
for all; gender equality and equal pay for work of equal
value; measures against violence and harassment in the
workplace; and diversity, this could have a negative impact on
our the Group’s employee engagement, innovation, employer
branding and ability to retain talent and attract new talent.
Negative
impact
Actual O S-T,
M-T,
L-T
The Group aims to be the best employer by attracting and
retaining skilled and motivated individuals who thrive and
contribute to the Group’s success. The Group aims for equal
opportunities and fair treatment for its own workforce to help
attract and retain a diverse workforce that drives innovation
and enhances organisational capabilities and organisational
effectiveness. The Group’s Together at Stolt Strategy, focuses on
wellbeing of the own workforce and fostering a workplace where
everyone feels welcomed, valued, and empowered to thrive.
The Group’s global hiring and employment policy includes
a clear statement on our commitment to providing equal
opportunities. We recruit, train and develop 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.
In the maritime industry, employees live together on-board
ships for up to months at a time. If the Group fails to
address workplace violence and harassment effectively, this
can lead to a negative work environment, employee stress,
decreased productivity, and potential harm to physical and
mental health.
Negative
impact
Actual
+ potential
O S-T The Group prioritises preventing workplace violence and
harassment by creating a safe, respectful, and inclusive
environment for all employees by implementing several
measures to prevent workplace violence and harassment
both on our ships and onshore locations. Measures includes
a code of conduct, anti-harassment and violence policies,
training and awareness campaigns, whistleblower channels,
crisis and disciplinary procedures, and occupational health
andsafety programmes.
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ESRS-2 general disclosures continued
Material
matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
ESRS S1 – Own workforce continued
Social dialogue For the Group, social dialogue specifically relates to the
communication and cooperation between the Group and
employees represented through unions. A lack of effective
social dialogue with unions can lead to negative impacts
for the own workforce, and can result in labour disruptions
because of strikes, potential non-compliance with national or
local labour laws, reduced employee productivity, retention
challenges, escalating wage demands and a weakened
organisational culture.
Some of the Group’s employees are represented through
workers representatives and/or works councils. Seafarers
are represented by national or local unions that are affiliated
with the International Transport Workers’ Federation (ITS).
Negative
impact
+
financial
risk
Actual
+ potential
O S-T,
M-T
The Group has historically been proactive in ensuring
compliance with local labour regulations, maintaining open
communication channels with employees, and addressing
potential union-related issues before they escalate.
Training
and skills
development
Lack of training and skills development opportunities can
have a negative impact on employees by limiting their career
growth and leaving them ill-equipped to meet the demands
of their job and maintain safety standards.
Negative
impact
Potential O M-T,
L-T
The Group recognises that skilled employees optimise business
processes and minimise risks, aligning with the Group’s
focus on delivering efficient, reliable, and safe services to our
customers in compliance with laws and regulations. The Group
also recognises that training and skills development is also
contributing to talent retention and employee satisfaction.
Therefore, the Group offers a range of learning and development
activities to its employees, and it has implemented a structured
performance management process to facilitate the planning and
achievement of development goals.
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ESRS-2 general disclosures continued
Material
matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
ESRS S1 – Own workforce continued
Working
conditions
In case the Group’s employees do not receive secure
employment, experience job instability, have hourly
contracts, receive low or inadequate wages, this can
negatively impact employees’ mental health, overall
engagement and the Group bears the risk of not
retainingemployees.
Negative
impact
Potential O M-T Secure employment, fair wages and job security, support
employees in striving for excellence, and they are more willing
to commit to go further, knowing their efforts are valued. A
stable workforce builds stronger, more effective teams across
the Group’s global operations. To foster secure employment,
the Group does not offer non-guaranteed hours contracts.
All the Group’s employment processes comply with national
labour laws and regulations where the position is based,
safeguarding employees' rights and reducing any risks of
unlawful terminations or unfair practices. Compensation is
in accordance with collective bargaining agreements where
applicable. The Group reviews employee salaries annually to
assess competitive positioning within their respective markets.
ESRS S2 – Workers in the value chain
Health
and safety
Risks of work-related injuries, life-altering incidents and
fatalities for workers in the value chain are inherent to the
liquid logistics businesses and less so to the land-based
aquaculture business.
This can pose a financial risk to the Group in terms of costs
of remediation, incorrect management of health and safety
issues and reputational damage.
Negative
impact
+
financial
risk
Actual
+ potential
U, D S-T,
M-T,
L-T
The health and safety of the Group’s value chain partners
directly impact the Group’s ability to maintain reliable
operations, mitigate risks, and sustain long-term growth. By
fostering safe conditions and complying with regulations,
the Group encourages its partners contribute positively to its
business model and reputation.
Other labour-
related
human rights
Allegations of instances of child labour and/or forced labour
within the operations of the Group’s value chain partners
such as suppliers, shipyards, (sub)contractors or customers,
could directly and indirectly harm workers in the value chain.
Negative
impact
Potential U, D S-T,
M-T,
L-T
Our commitment to human rights extends across every
level of our business, 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.
59
Stolt-Nielsen Limited | Annual Report 2025
ESRS-2 general disclosures continued
Material
matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
ESRS S4 – Consumers and end-users
Food safety* As a food producer, Stolt Sea Farm (SSF) faces an inherent
risk that consumers or end-users could become ill due
to its products. If food safety is neglected, contaminants
could make their way into our fish, which could lead
to allergic reactions and health issues for consumers,
potential products recalls, potential violations of local and
international food safety laws and potential loss of food
safety certifications.
Negative
impact
Potential D S-T,
M-T,
L-T
Food safety is a core element of SSF’s business model and
strategy, which are designed to prevent food safety risks and
avoid negative impacts on consumers and end users. SSF
closely manages and monitors feeding, breeding and fish
welfare, submitting production processes to rigorous external
and internal controls to safeguard safe and healthy seafood.
Our packing and processing plant is certified according to strict
international standards (e.g. International Featured Standards
(IFS)), requiring monitoring and control of the critical food
safety aspects during all stages of processing. When a third-
party processor is involved, SSF requires similar food safety
control standards as applied internally. This is verified by either
SSF employees, or external quality inspectors.
ESRS G1 – Business conduct
Corruption
andbribery
The Group is expected to adhere to strong ethical guidelines
and therefore, any breach of anti-corruption laws and
regulations could have legal consequences including
personal liability, deter partnerships, harm customer
retention and harm employee morale.
Negative
impact
Potential O S-T The Group operates in highly regulated industries and therefore
maintains the highest ethical standards in all our business
activities to continue to be an employer and business partner
of choice.
Critical
incident risk
management*
If the Group is unable to rapidly respond to critical incidents
to minimise damage and recover operations swiftly, this
could result in injuries, loss of life, environmental harm,
disruption of business activities, loss or suspension of
permits or loss of licence to operate and adversely impacts
the Group’s reputation.
Accordingly, this could have a material adverse effect on
theGroup’s earnings, cash flows and financial position.
Negative
impact
+
financial
risk
Potential O S-T,
M-T,
L-T
The Group’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.
The Group has put policies and procedures in place to facilitate
safe transport, operations and equipment care. The Group has
also tailored training programmes for emergency response
plans and employees regularly review and test such plans
through safety drills, partnering with local incident response
services and regulatory agencies. These safety drills involve the
safe evacuation of the workforce, visitors and all other parties
from the Company’s ships, terminals, depots, farms and offices.
60
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ESRS-2 general disclosures continued
Material
matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
ESRS G1 – Business conduct continued
Cyber security* There is a risk that an external third party could gain
unauthorised access to the Group’s information technology
systems and data for the purpose of financial gain, industrial
espionage, sabotage or terrorism.
To the extent the Group might experience a breach of its
systems and be unable to protect sensitive data or physical
assets, such a breach could negatively impact the Group’s
financial position.
Negative
impact
+
financial
risk
Actual
+ potential
O S-T The Group devotes significant resources to network security,
data encryption and other security measures to protect its
systems and data, but these security measures cannot provide
absolute security.
Animal
welfare*
The Group’s land-based fish farming involves activities and
handling of turbot and sole that could lead to stress and
potentially suffering and reduced welfare of the fish. Fish
are held in captivity and at points transported between
facilities and tanks. Handling and treatments may affect
the fish negatively in terms of reduced appetite, stress
andpotentially reduced welfare.
Negative
impact
Potential O S-T,
M-T
The Group’s land-based aquaculture approach is centred
around maintaining high fish welfare standards and
systematically creating an environment where turbot andsole
can thrive and remain healthy.
* This refers to entity-specific material matters. Entity-specific IRO’s are covered by entity-specific disclosures. All other IROs are covered by ESRS Disclosure Requirements.
Type: Negative impact, positive impact, financial risk, financial opportunity
Value Chain: Upstream business relationships (‘U’), own operations (‘O’), downstream (‘D’). Upstream and downstream value chain impacts are considered to be as a result of the Group’s business relationships.
Time horizon: Short-term (‘S-T’), medium-term (‘M-T’), long-term (‘L-T’)
61Stolt-Nielsen Limited | Annual Report 2025
ESRS 2 – Impacts, risks and opportunities management
ESRS 2 – IRO-2 – Disclosure Requirements in ESRS covered by the
sustainabilitystatement
Following the completion of the DMA, the Group mapped material IROs to the disclosure
requirements and data points within the ESRS, as shown in the table below. To assess the
materiality of information to be disclosed, a qualitative assessment was performed, rather
than applying quantitative thresholds. This assessment focused on evaluating whether the
information is relevant based on its significance to the matter it represents or its ability to meet
the decision-making needs of users. If a specific requirement was not found to align with a
material IRO, the related data point or disclosure requirement has not been disclosed.
Standard Disclosure requirement Page
ESRS -1 General disclosures
BP-1
General basis for preparation of sustainability statements
41
BP-2
Disclosures in relation to specific circumstances
42
GOV-1
The role of the administrative, management and supervisory bodies
44
GOV-2
Information provided to and sustainability matters addressed by the
Company’s administrative, management and supervisory bodies
46
GOV-3
Integration of sustainability-related performance in incentive schemes
46
GOV-4
Statement on due diligence
46
GOV-5
Risk management and internal controls over sustainability reporting
46
SBM-1
Strategy, business model and value chain
47
SBM-2
Interests and views of stakeholders
50
SBM-3
Material impacts, risks and opportunities and their interaction with
strategy and business model
54
IRO-1
Description of the process to identify and assess material impacts,
risks and opportunities
52
IRO-2
Disclosure requirements in ESRS covered by the undertaking’s
sustainability statement
62+121
Environment – E-1 Climate Change
GOV-3
Integration of sustainability-related performance in incentive schemes
46
E1-1
Transition plan for climate change mitigation
66
SBM-3
Material impacts, risks and opportunities and their interaction with
strategy and business model
66
IRO-1
Description of the process to identify and assess material impacts,
risks and opportunities
52
E1-2
Policies related to climate change mitigation and adaptation
66
Standard Disclosure requirement Page
E1-3
Actions and resources in relation to climate change policies
67
E1-4
Targets related to climate change mitigation and adaptation
68
E1-5
Energy consumption and mix
69
E1-6
Gross Scopes 1, 2, 3 and Total GHG emissions
70
E1-7
GHG removals and GHG mitigation projects financed through
carbon credits
Not
material
E1-8
Internal carbon pricing
Not
material
E1-9
Anticipated financial effects from material physical and transition risks
and potential
Phase-in
Environment – E-2 Pollution
IRO-1
IRO-1 – Description of the process to identify and assess material
impacts, risks and opportunities
52
E2-1
Policies related to pollution
75
E2-2
Actions and resources in relation to pollution
75
E2-3
Targets related to pollution
76
E2-4
Pollution of air, water and soil
77
E2-5
Substances of concern and substances of very high concern
Not
material
E2-6
Anticipated financial effects from pollution-related impacts, risks
and opportunities
Phase-in
Environment – E-3 Water and marine resources
IRO-1
Description of the process to identify and assess material impacts,
risks and opportunities
52
E3-1
Policies related to water and marine resources
78
E3-2
Actions and resources in relation to water and marine resources
78
E3-3
Targets related to water and marine resources
79
E3-4
Water consumption
79
E3-5
Anticipated financial effects from water and marine resources-related
impacts, risks and opportunities
Phase-in
ESRS-2 general disclosures continued
62Stolt-Nielsen Limited | Annual Report 2025
ESRS-2 general disclosures continued
Standard Disclosure requirement Page
Environment – E-4 Biodiversity and ecosystems
E4-1
Transition plan and consideration of biodiversity and ecosystems in
strategy and business model
81
SBM-3
Material impacts, risks and opportunities and their interaction with
strategy and business model
81
IRO-1
Description of processes to identify and assess material biodiversity
and ecosystem-related impacts, risks and opportunities
52
E4-2
Policies related to biodiversity and ecosystems
81
E4-3
Actions and resources related to biodiversity and ecosystems
82
E4-4
Targets related to biodiversity and ecosystems
82
E4-5
Impact metrics related to biodiversity and ecosystems change
82
E4-6
Anticipated financial effects from biodiversity and ecosystem-related
risks and opportunities
Phase-in
Environment – E-5 Resource use and circular economy
IRO-1
Description of the processes to identify and assess material resource
use and circular economy-related impacts, risks and opportunities
52
E5-1
Policies related to resource use and circular economy
84, 85, 86
E5-2
Actions and resources related to resource use and circular economy
84, 85, 86
E5-3
Targets related to resource use and circular economy
85, 86
E5-4
Resource inflows
85
E5-5
Resource outflows
86, 87
E5-6
Anticipated financial effects from resource use and circular economy-
related impacts, risks and opportunities
Phase-in
Social – S-1 Own workforce
SBM-2
Interests and views of stakeholders
50
SBM-3
Material impacts, risks and opportunities and their interaction with
strategy and business model
96
S1-1
Policies related to own workforce
96
S1-2
Processes for engaging with own workforce and workers’
representatives about impacts
99
S1-3
Processes to remediate negative impacts and channels for own
workforce to raise concerns
99
S1-4
Taking action on material impacts on own workforce, and approaches
to managing material risks and pursuing material opportunities related
to own workforce, and effectiveness of those actions
100
Standard Disclosure requirement Page
S1-5
Targets related to managing material negative impacts, advancing
positive impacts, and managing material risks and opportunities
101
S1-6
Characteristics of the undertaking’s employees
101
S1-7
Characteristics of non-employees in the undertaking’s own workforce
Phase-in
S1-8
Collective bargaining coverage and social dialogue
103
S1-9
Diversity metrics
103
S1-10
Adequate wages
103
S1-11
Social protection
Not
material
S1-12
Persons with disabilities
Not
material
S1-13
Training and skills development metrics
Phase-in
S1-14
Health and safety metrics
104
S1-15
Work-life balance metrics
Not
material
S1-16
Remuneration metrics (pay gap and total remuneration)
105
S1-17
Incidents, complaints and severe human rights impacts
105
Social – S-2 Workers in the value chain
SBM-2
Interests and views of stakeholder
50
SBM-3
Material impacts, risks and opportunities and their interaction with
strategy and business model
107
S2-1
Policies related to value chain workers
107
S2-2
Processes for engaging with value chain workers about impacts
109
S2-3
Processes to remediate negative impacts and channels for value chain
workers to raise concerns
109
S2-4
Taking action on material impacts on value chain workers, and
approaches to managing material risks and pursuing material
opportunities related to value chain workers, and effectiveness of
those action
109
S2-5
Targets related to managing material negative impacts, advancing
positive impacts, and managing material risks and opportunities
109
63Stolt-Nielsen Limited | Annual Report 2025
Standard Disclosure requirement Page
Social – S-3 Affected Communities
SBM-2
Interests and views of stakeholders
Not
material
SBM-3
Material impacts, risks and opportunities and their interaction with
strategy and business model
Not
material
S3-1
Policies related to affected communities
Not
material
S3-2
Processes for engaging with affected communities about impacts
Not
material
S3-3
Processes to remediate negative impacts and channels for affected
communities to raise concerns
Not
material
S3-4
Taking action on material impacts on affected communities, and
approaches to managing material risks and pursuing material
opportunities related to affected communities, and effectiveness of
those actions
Not
material
S3-5
Targets related to managing material negative impacts, advancing
positive impacts, and managing material risks and opportunities
Not
material
Social – S-4 Consumers and end-users
SBM-2
Interests and views of stakeholder
50
SBM-3
Material impacts, risks and opportunities and their interaction with
strategy and business model
110
S4-1
Policies related to consumers and end-users
110
S4-2
Processes for engaging with consumers and end-users about impacts
111
S4-3
Processes to remediate negative impacts and channels for consumers
and end-users to raise concerns
111
S4-4
Taking action on material impacts on consumers and end-users,
and approaches to managing material risks and pursuing material
opportunities related to consumers and end-users, and effectiveness
of those actions
111
S4-5
Targets related to managing material negative impacts, advancing
positive impacts, and managing material risks and opportunities
112
Standard Disclosure requirement Page
Governance – G-1 Business conduct
GOV-1
The role of the administrative, supervisory and management bodies
44
IRO-1
Description of the processes to identify and assess material impacts,
risks and opportunities
52
G1-1
Business conduct policies and corporate culture
114
G1-2
Management of relationships with suppliers
Not
material
G1-3
Prevention and detection of corruption and bribery
115
G1-4
Incidents of corruption or bribery
116
G1-5
Political influence and lobbying activities
Not
material
G1-6
Payment practices
Not
material
ESRS-2 general disclosures continued
64Stolt-Nielsen Limited | Annual Report 2025
E1 – Climate change
Refer to section ESRS 2 – IRO-1 for a description of the process to identify and assess material climate-related impacts, risks and opportunities. The table below summarises the Group’s
identified climate-related impacts and risks and how they interact with Group’s business model:
Material matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
ESRS E1 – Climate change
Climate change mitigation
GHG Emissions Our operations and value chain activities result in direct and
indirect emissions of greenhouse gases (GHG) negatively
impacting the environment.
Negative
impact
Actual U, O, D S-T,
M-T,
L-T
The Group aspires to mitigate its impact on climate
change through energy efficiency initiatives, electrification,
renewable energy use, and strategic investments, to
achieve long-term reductions across the value chain and
enable avoiding emissions for customers, to the extent
commercially viable.
Energy
consumption
and mix
Consumption of fossil fuel-based energy sources in own
operations generate GHG emissions which negatively
impact the environment.
Negative
impact
Actual O S-T,
M-T,
L-T
The Group aspires to transition towards low-carbon and
renewable energy sources over time and enhance the
energy efficiency of our fleet and other assets, to the extent
commercially viable.
To counteract future climate change, there have been
increasingly stringent regulations, and violations can lead to
significant fines and penalties. Future regulations may make
the Group’s assets prematurely obsolete, increase expenses
or require investments.
Financial
risk
Potential O M-T,
L-T
Combination of the above.
Climate change adaptation
Extreme
weather events
Financial exposure related to extreme weather events
resulting in physical impacts/hazards to fixed assets and
disruptions in operations in areas exposed to extreme
weather events which could result in asset loss, injuries, lost
earnings, difficulty in obtaining insurance and higher costs.
Financial
risk
Potential O S-T,
M-T,
L-T
The Group invested in climate resilience and adaptation
measures such as flood defences, drainage systems,
wind-resistant structures and emergency power systems
toprotect its terminals and sea farms against the impact
ofextreme weather events. such as flood defences,
drainagesystems, wind-resistant structures and
emergencypower systems.
Type: Negative impact, positive impact, financial risk, financial opportunity
Value Chain: Upstream (‘U’), own operations (‘O’), downstream (‘D’)
Time horizon: Short-term (‘S-T’), medium-term (‘M-T’), long-term (‘L-T’)
Environmental information
65Stolt-Nielsen Limited | Annual Report 2025
Environmental information continued
E1-1 Transition plan for climate change mitigation
Transition plan
The Group has not yet established a formal group-wide transition plan for climate change
mitigation that has been approved by the Management Team and the Board.
The Group’s direct (Scope 1) GHG emissions are primarily driven by its liquid logistics
businesses, with the Group’s shipping activities being the main contributor. The maritime
transport sector operates within the constraints of limited availability of scalable zero-
emission fuels, coupled with the need for development in supporting port infrastructure.
Theseconstraints currently present significant challenges to achieving the 1.5 ºC global
warming target set out in the Paris Agreement. Despite the development of alternative
propulsion solutions and infrastructure for fossil-free fuels, these technologies are not
yet mature or scalable enough to enable a realistic, full sectoral transition. In addition, the
adoptionof the IMO Net-Zero Framework has been postponed due to lack of consensus.
To establish a transition plan demonstrating a realistic and holistic approach to climate
changemitigation, insight into the Group’s consolidated GHG inventory (Scope 1, Scope 2
and Scope 3 GHG emissions) is required to provide the necessary baseline data. The current
reporting year is the first year that the consolidated GHG inventory has been calculated.
Furthermore, on December 16, 2025, the EU Parliament formally adopted the Omnibus I
text,amending the Corporate Sustainability Reporting Directive (CSRD) and the Corporate
Sustainability Due Diligence Directive (CSDDD). The CSDDD no longer requires companies
toadopt and implement a climate change transition plan and the substantive obligation to
align business models with climate neutrality goals has been removed.
As a result of all the above, the Group could not confirm when a group-wide transition plan
willbe established.
The Group did not make specific investments aimed at adapting its economic activities to the
requirements of EU taxonomy during the reporting period and there are no specific capital
expenditure plans for aligning the Group’s economic activities with the criteria established in
Commission Delegated Regulation 2021/2139. There were no significant capital expenditures
related to coal, oil, or gas activities, with the exception of the capitalised expenditure related
to the newbuilds of Avenir LNG. The Group is not exempt from EU benchmarks for adapting
to the Paris Agreement and does not operate under the scope of Article 12 of Regulation (EU)
2020/1818.
E1 – SBM-3 – Material impacts, risks and opportunities and their interaction
withstrategy and business model
Please refer to paragraph ESRS 2 – SBM-3 for an overview of climate-related risks assessed
to be material based on the DMA and their interaction with strategy and business model.
Thematerial climate-related transition and physical risks are defined as follows:
Climate-related transition risk: The financial risk related to climate change mitigation is
considered a climate-related transition risk. To counteract future climate change, there
have been increasingly stringent regulations, and violations can lead to significant fines and
penalties. Future regulations and transition to zero- or near zero emission fuels (ZNZs) may
make the Group’s assets prematurely obsolete or require investments for retrofit. Emission
reduction and energy efficiency mandates, carbon pricing and increased cost of construction
materials, may lead to an increase in expenses.
Climate-related physical risk: Extreme weather events have been identified as climate-related
physical risk. Financial exposure related to extreme weather events resulting in physical
impacts/hazards to fixed assets and disruptions in operations in areas exposed to extreme
weather events (such as Houston and New Orleans) could result inasset loss, injuries, lost
earnings, difficulty in obtaining insurance and higher costs.
The most recent resilience analysis was conducted in 2021 and therefore did not meet all the
requirements of ESRS E1. Results have been considered in the DMA process. Climate scenario
analysis was performed based on IPCC AR6, SSP1-1.9 (1.5 ºC global warming) and SSP5-8.5
(4.0 ºC global warming). The analysis was performed at divisional level, taking into account the
inherent uncertainties in predicting long-term sustainability impacts, geopolitical influences,
and assumptions about activity beyond the Group’s strategy period (five years). Time-horizons
applied do not correspond to the time-horizons as disclosed in section ESRS 2 – BP-2. Time-
horizons applied were present to 2030 for short-term, 2030-2050 for medium-term and beyond
2050 for long-term. Results have been summarised into the climate-related transition risk and
climate-related physical risk as defined above.
E1-2 Policies related to climate change mitigation and adaptation
The Group has no group-wide adopted policies that address climate change mitigation, climate
change adaptation, energy efficiency or development of renewable energy as these matters
are managed at divisional level. The Group requires its businesses to comply with all national,
international, and industry laws and regulations and standards relevant to the environmental
aspects of the Group’s activities, including climate change mitigation and adaptation. For
the Group’s shipping businesses specifically, this includes among others, compliance with
IMO’sInternational Convention for the Prevention of Pollution from Ships (MARPOL) Annex VI,
EU MRV Regulation, FuelEU Maritime Regulation and EU Emissions Trading System (EU ETS).
66
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Environmental information continued
While some policies related to climate change mitigation may exist at divisional level, these
are not formally adapted to the requirements and do not cover the total GHG inventory and
reporting boundary as set out in ESRS E1. The Group has to date focused on carrying out
a gradual reduction in greenhouse gas emissions through technological and operational
measures buthas not adopted an overall climate policy.
E1-3 Actions and resources in relation to climate change
Past actions related to climate change mitigation
The Group benefits from past actions and/or investments in relation to climate change
mitigation in the current reporting period. Examples of prior actions include:
• Past actions to reduce Scope 1 emissions from mobile combustion: In recent years,
several measures have been implemented to reduce emissions and improve operational
efficiency of the Group’s ships. These include the use of weather routing to optimise voyage
planning and minimise fuel consumption, as well as adjusting ships to their optimum trim
for enhanced hydrodynamic performance. Regular hull and propeller cleaning has been
carried out to reduce resistance and improve fuel efficiency. The Group has also installed
advanced propeller boss cap fins and applied graphene propeller coatings on some of its
ships to further increase propulsion efficiency. Fuel consumption is continuously monitored
and compared to baseline fuel consumption, enabling more detailed analysis and targeted
actions for vessels that overconsume. Energy Efficiency Existing Ship Index (EEXI) engine
optimisation measures have been applied to support compliance with regulatory standards
(MARPOL Annex VI) and further reduce greenhouse gas emissions. The Group’s tank
container business changed from diesel to natural gas at the Singapore depot and the
Moerdijk and Tankwash, Grangemouth, depots are using biofuel for forklifts.
• Past actions to reduce Scope 1 emissions from stationary combustion: In recent years,
several measures have been implemented to reduce emissions from stationary combustion
related to the Group’s onshore sites. The Group’s terminals business optimised equipment
to reduce fuel consumption and related emissions. For example, aredesigned steam trap
fitting was installed at the New Orleans terminal which reduced steam consumption by
approximately 75% per railcar.
• Past actions to reduce Scope 2 emissions: The Group’s terminals business and most of
the depots at the Group’s tank containers business made several energy efficiency upgrades
such as LED lighting at all sites, upgrades to heating, ventilation and cooling (HVAC) systems
and upgrades to Variable Speed Drive Pumps (VSDs). Five terminals and two depots source
all electricity from renewable sources, and the Houston depot procures emissions free
energy electricity. Solar power generation is applied at the New Orleans terminal and two
depots (Kandla and Mumbai).
• Past actions to reduce Scope 3 emissions: The Group’s tank container business offers
low carbon transportation activities through optimised routing, intermodal transportation,
low carbon fuels or carbon in-setting solutions. The business implemented an emissions
reporting tool for customers that allows monitoring of the carbon footprint of shipments
andthe identification of more sustainable transportation options.
Actions in the reporting year related to climate change mitigation
The key actions below were taken in the reporting year and/or planned to avoid or reduce
GHG emissions. All actions relate to own operations and are completed within the reporting
year, or the time horizon for completion is short-term (within one year after the reporting
year). In case no operating expenses (OpEx) or capital expenditure (CapEx) is disclosed for
an action or action plan, the current and future financial and other resources allocated are
considered insignificant.
• The Group’s shipping business purchased approximately 4,394 MT of biofuel, replacing
conventional fuel types, which reduced GHG emissions by 13,604 metric tonnes of CO
2
eq
inthe reporting year, resulting in additional voyage expenses of approximately $ 1.6 million.
• Several energy saving devices were installed on ships. On six ships automatic temperature
control was installed for the main engine high temperature cooling system to optimize
the temperature during pre-heating of the main engine. On three ships VFDs have been
installed, and two more will have VFDs installed in the next reporting year. On seventeen
ships main engines were optimised to their new operating load imposed by Shaft Power
Limitation Systems, and on two ships propeller boss cap fins were installed during the
reporting year. Achieved GHG emission reductions after completion of all actions combined
is approximately 4,600 metric tonnes of CO
2
eq annually, with related CapEx of $ 1.4 million
after installation of the equipment for the reporting year.
These actions relate to the reduction of direct GHG emissions due to mobile combustion.
No other significant actions were taken to reduce direct GHG emissions due to stationary
combustion, Scope 2 GHG emissions or Scope 3 GHG emissions during the reporting year.
67
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Environmental information continued
Past actions related to climate change adaptation
The Group still benefits from past actions and/or investments in relation to climate change
adaptation in the current reporting period. Some of the key past actions include:
• A flood wall was built to protect the New Orleans terminal from extreme weather events
during hurricane season.
• In the recent years, the Group’s land-based aquaculture business conducted several actions
to protect its sea farms against extreme weather events. A wall near the seaside and a
breakwater structure at the ongrowing facility in Cervo (Galicia, Spain) was replaced to
prevent seawater from entering during storms. In addition, several existing sea water wells
were constructed (at the beach), and six new wells were reinforced for additional resilience
of the sea farm in Tocha, Portugal. This reinforcement has proven good results in the recent
extreme weather events in Portugal (January 2026). The Hafnir sales area was protected by
a closed building, to facilitate operations during adverse weather conditions.
Actions taken in the reporting year related to climate change adaptation
The key actions below were taken in the reporting year and/or planned to prevent or mitigate
any (potential) impacts related to climate change adaptation. All actions relate to own
operations and are completed within the reporting year, or the time horizon for completion
isshort-term (within one year after the reporting year). In case no OpEx or CapEx is disclosed
for an action or action plan, the current and future financial and other resources allocated are
considered insignificant.
• The Group’s terminals business made further efforts related to diversification into a future-
fuel infrastructure. The flow battery storage (pilot) in Houston turned out to be successful
and enables the storage of energy generated from renewable sources, making it possible to
use clean energy even when generation is intermittent.
• The Group’s tank container business continued its efforts to revise their emergency
response plans and business continuity plans for incidents including extreme weather
events at its depots. This is expected to be complete for all sites by 2027.
The future financial and other resources that the Group intends to invest in implementing
measures to reduce GHG emissions and dependence on fossil fuels have not yet been
quantified and are dependent on the elements of the group-wide decarbonisation
strategy todevelop, as well as the wider sector. The Group evaluates its resource needs
on a continuous basis. Resource needs could change over time due to technological
developments,regulatory requirements, and market conditions.
E1-4 Targets related to climate change mitigation and adaptation
The Group has not set group-wide targets or intermediate targets for climate change
mitigation and adaptation during the reporting period. Ambitions for reduction of Scope 1
and Scope 2 GHG emissions have been formulated at divisional level but not consolidated
and adapted to the reporting requirements and reporting boundary as specified in ESRS E1.
To set realistic consolidated targets for climate change mitigation, insight into the Group’s
consolidated GHG inventory (Scope 1, Scope 2 and Scope 3 GHG emissions) is required
to provide the necessary baseline data. The current reporting year is the first year that
theconsolidated GHG inventory has been calculated, and therefore no group-wide targets
havebeen set during the reporting year. As a result, targets and baseline data are not
reportedin E1-6.
The Group requires all of its businesses to comply with all national, international, and industry
laws and regulations and standards relevant to the environmental aspects of the Group’s
activities, including climate change mitigation and adaptation. This includes compliance with
carbon intensity reduction pathways as set by the IMO applicable to the Group’s shipping
business for those ships subject to IMO regulations, FuelEU Maritime Regulation and EU-ETS.
Although no group-wide targets have been set, at divisional level the effectiveness of policies
(if any) and decarbonisation actions is evaluated. An example is the Annual Efficiency Ratio
(AER). Ships of 5,000 gross tonnage (GT) and above that engage in international voyages are
required to calculate and report their AER as part of the Data Collection System (DCS) under
MARPOL Annex VI. This involves submitting annual data, including fuel consumption, distance
travelled, and AER, to the flag state, which then forwards it to the IMO for regulatory analysis.
The IMO decarbonisation pathway does not include specific targets for the AER. Instead, the
pathway sets broader GHG reduction targets for the shipping industry and uses metrics like
AER to monitor progress.
The effectiveness in climate change adaptation measures is evaluated by the respective
business units in case of an extreme weather event.
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Stolt-Nielsen Limited | Annual Report 2025
E1-5 Energy consumption and mix
Metrics
The following table shows the Group’s total consolidated energy consumption in MWh,
disaggregated by total energy consumption from different energy sources, for the
reporting year:
Energy categories FY2025*
(1) Fuel consumption from coal and coal products (MWh) –
(2) Fuel consumption from crude oil and petroleum products (MWh) 6,132,902
(3) Fuel consumption from natural gas (MWh) 356,214
(4) Fuel consumption from other fossil sources (MWh) –
(5) Consumption of purchased or acquired electricity, heat, steam or cooling from fossil
sources from fossil sources (MWh) 43,395
(5a) Consumption of purchased or acquired electricity from fossil sources (MWh) 42,510
(5b) Consumption of purchased or acquired heat, steam or cooling from fossil sources
(MWh) 884
(6) Total fossil fuel energy consumption (MWh) – Sum of (1) to (5) 6,532,511
• Share of fossil sources in total energy consumption (%) 98.3%
(7) Nuclear sources total consumption (MWh) 12,285
• Share of consumption from nuclear sources in total energy consumption (%) 0.2%
(8) Fuel consumption for renewable sources, including biomass (also comprising
industrial and municipal waste of biologic origin, biogas, renewable hydrogen, etc.)
(MWh) 50,274
(9) Consumption of purchased or acquired electricity, heat, steam or cooling from
renewable sources (MWh) 51,574
(9a) Consumption of purchased or acquired electricity from renewable sources (MWh) 50,335
(9b) Consumption of purchased or acquired heat, steam or cooling from renewable
sources (MWH) 1,239
(10) Self-generated non-fuel renewable energy (MWh) 260
(11) Total consumption from Renewable resources – Sum of (8) to (10) (MWh) 102,108
• Share of renewable sources in total energy consumption (%) 1.5%
Total Energy consumption (MWh) – Sum of (6), (7) and (11) 6,646,905
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
The Group’s renewable energy production amounts to 315MWh and the Group’s non-renewable
energy production amounts to zero MWh. Total energy consumption of 6,646,905 MWh
as reported in the table above, includes 5,646,930 MWh energy consumption from the
consolidated accounting group and 999,975 MWh energy consumption from joint ventures
under operational control.
Environmental information continued
Accounting policies
Reporting boundary
Energy metrics are calculated for the consolidated accounting group plus investees such
as associates, joint ventures, or unconsolidated subsidiaries that are not fully consolidated
in the financial statements of the consolidated accounting group, as well as contractual
arrangements that are joint arrangements not structured through an entity (i.e., jointly
controlled operations and assets) for which the Group has operational control. The
consolidated accounting group includes right-of-use assets in accordance with IFRS 16.
The Group does not have operational control over all lease contracts in scope of IFRS 16.
The Group has operational control over a ship when the Group or any of its subsidiaries
is registered as the Company (Document of Compliance Holder (DOC Holder)) under the
International Management Code for the Safe Operation of Ships and for Pollution Prevention
(ISM Code) and the shipowner (legal entity) has issued a Declaration of Company in which
the Company (DOC Holder) accepts such responsibility and agrees to take over all the
duties and responsibilities imposed by the ISM Code.
Calculation methodology and assumptions
Energy consumption is reported within the boundaries of Scope 1 and Scope 2 GHG
emissions. Energy consumption is reported in MWh. Energy consumption data collected for
Scope 1 and Scope 2 GHG emissions is converted into MWh based on standard conversion
methods (DESNZ).
All sectors that the Group operates in are considered high climate impact sectors based
on their NACE codes. Therefore, the Group’s energy intensity ratio from activities in high
climate impact sectors is calculated as follows: total Group energy consumption in MWh
/ Group net revenue in $. Net revenue reconciles to operating revenue as stated on the
Consolidated Statement of Total Comprehensive Income on page 128 of the annual report.
The Group’s energy intensity ratio from activities in high climate impact sectors amounts
to0.002 MWh per $.
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Stolt-Nielsen Limited | Annual Report 2025
E1-6 Gross Scopes 1, 2, 3 and Total GHG emissions
Metrics
The Group’s consolidated Scope 1, 2 and 3 GHG emissions are shown in the table below, disaggregated by scope and emissions source in metric tonnes of CO
2
equivalent (CO
2
eq):
GHG Emissions Categories
Retrospective Milestones and target years**
Base Year*** FY24* FY25 %* 2025 2030 2050
Annual % target/
base year
Scope 1 GHG Emissions
Gross Scope 1 GHG emissions (tCO
2
eq) 1,789,920
Percentage of Scope 1 GHG emissions from regulated emission trading
schemes (%) 11.84%
Scope 2 GHG Emissions
Gross location-based Scope 2 GHG emissions (tCO
2
eq) 21,396
Gross market-based Scope 2 GHG emissions (tCO
2
eq) 17,378
Significant Scope 3 GHG Emissions
Total Gross indirect (Scope3) GHG emissions (tCO
2
eq) 1,645,954
1 Purchased goods and services 202,307
2 Capital goods 165,736
3 Fuel and energy-related activities (not included in Scope1 or Scope 2) 392,661
4 Upstream transportation and distribution 553,826
5 Waste generated in operations 3,142
6 Business travel 15,846
7 Employee commuting 5,365
8 Upstream leased assets 10,138
9 Downstream transportation 147
10 Processing of sold products Not material
11 Use of sold products 74,239
12 End-of-Life Treatment of Sold Products 13
13 Downstream leased assets Not material
14. Franchises Not material
15 Investments 222,536
Total GHG emissions (location-based) (tCO
2
eq) 3,457,270
Total GHG emissions (market-based) (tCO
2
eq) 3,453,252
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
** During the reporting period the Group did not set any group-wide targets or intermediate targets.
*** During the reporting period the Group did not set a group-wide base-year.
Environmental information continued
70Stolt-Nielsen Limited | Annual Report 2025
Environmental information continued
Gross Scope 1 emissions of 1,789,920 tCO
2
eq as reported in the table above, include 1,509,759
tCO
2
eq gross Scope 1 emissions from the consolidated accounting group and 280,161 tCO
2
eq
gross Scope 1 emissions from joint ventures under operational control which are not included
in the consolidated accounting group. Gross Scope 2 emissions of 21,396 tCO
2
eq as reported
in the table above includes the consolidated accounting group only, as the Group has no
onshore locations related to legal entities where financial control and operational control differ.
Gross Scope 1 emissions from the consolidated accounting group amounting to 1,509,759
tCO
2
eq includes 179,727 tCO
2
eq from leased-in and leased-out assets not under the Group’s
operational control. Scope 3 category 3 fuel and energy-related activities (not included in
Scope 1 or Scope 2 emissions) amounting to 392,661 tCO
2
eq includes 41,022 tCO
2
eq related
to the upstream emissions of fuels consumed by leased-in and leased-out assets not under
the Group’s operational control.
Biogenic emissions
Biogenic emissions in metric tones of CO
2
: FY2025*
Biogenic Scope 1 emissions 12,477
Total Biogenic emissions 12,477
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Biogenic Scope 1 emissions from the consolidated accounting group amounting to 12,477
tCO
2
includes 908 tCO
2
from leased-in and leased-out assets not under the Group’s operational
control. Scope 2 and Scope 3 biogenic emissions have not been reported, as the emission
factors applied do not separate the percentage of biomass or biogenic CO
2
.
GHG Intensity based on net revenue
GHG Intensity based on net revenue FY2025*
GHG emissions intensity (total GHG emissions tCO
2
eq per net $ revenue)
(location-based) 0.001249
GHG emissions intensity (total GHG emissions tCO
2
eq per net $ revenue)
(market-based) 0.001247
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
in the consolidated accounting group, the Group does not have operational control over
all leased-in and leased-out ships. The Group has operational control over a ship when the
Group or any of its subsidiaries is registered as the Company (Document of Compliance
Holder (DOC Holder)) under the International Management Code for the Safe Operation of
Ships and for Pollution Prevention (ISM Code) and the shipowner (legal entity) has issued
a Declaration of Company in which the Company (DOC Holder) accepts such responsibility
and agrees to take over all the duties and responsibilities imposed by the ISM Code. The
reporting boundary for Scope 3 extends across the full value chain. The reporting boundary
for biogenic emissions is the same as for Scope 1, Scope 2 and Scope 3 GHG emissions
asdescribed in this paragraph.
GHG emissions included in the inventory: The Group accounts for the following
greenhouse gases: carbon dioxide (CO
2
), methane (CH4), nitrous oxide (N2O) and
fluorinated gases: hydrofluorocarbons (HFCs), perfluorocarbons (PFCs), sulphur
hexafluoride (SF6), and nitrogen trifluoride (NF3). All GHG emissions are reported in metric
tonnes of CO
2
eq.
Calculation methodology and assumptions:
• Scope 1 GHG Emissions: The Group accounts for direct GHG emissions from stationary
and mobile combustion. GHG emissions related to fugitive emissions and process
emissions are considered not material and therefore not included. The Group calculates
its Scope 1 (direct) GHG emissions from fuel consumption by ships and road transport
vehicles, and fuel consumption in terminal, depots and facilities for heating and electricity
generation, using fuel-based approach by multiplying operational activity data (fuel
consumption) by the emission factors from IMO ANNEX 14 RESOLUTION MEPC.376(80)
and DESNZ (2025) applicable for each fuel type. IMO’s CO
2
eq conversion factors include
fugitive emissions from CH4 and N2O on TtW basis using a 100-year GWP (global
warming potential) as per IPCC’s AR6. For some of the leased-in and leased-out assets
over which the Group has no operational control, and for which data is not available,
emissions are estimated by multiplying the deadweight tonnes of the ship with the
average GHG emissions intensity per deadweight tonne of the ship’s fleet. An estimate
has been included to account for the direct GHG emissions of Suttons as from the
acquisition date, based on the relative size of Suttons’ tank container fleet compared
to the tank container fleet of the Group’s tank container business. Emissions related to
Suttons are immaterial compared to the Scope 1 emissions of the rest of the Group.
• Percentage of Scope 1 GHG emissions from regulated emission trading schemes (%):
The percentage of Scope 1 GHG emissions from regulated emission trading schemes
is calculated by dividing the EU Emission Trading Scheme (ETS GHG) emissions for
theGroup’s ships subject to EU ETS by the Group’s total Scope 1 GHG emissions.
Accounting policies
Reporting boundary
Scope 1 and Scope 2 GHG emissions are calculated for the consolidated accounting group
plus investees such as associates, joint ventures, or unconsolidated subsidiaries that are
not fully consolidated in the financial statements of the consolidated accounting group,
aswell as contractual arrangements that are joint arrangements not structured through
an entity (i.e., jointly controlled operations and assets) for which the Group has operational
control. The consolidated accounting group includes right-of-use assets in accordance
withIFRS 16 and leased-out assets in case of an operational lease. Whilst they are included
71
Stolt-Nielsen Limited | Annual Report 2025
Environmental information continued
• Scope 2 GHG emissions – location-based: Scope 2 location-based emissions reflect the
average GHG emissions intensity of the electricity generation occurring within the specific
grid boundaries serving the Group’s locations. The Group calculates Scope 2 location-
based emissions based on quantity of purchased energy and the corresponding average
grid emission factor for the region in which the consumption occurred. The primary factors
used are derived from International Energy Agency (IEA) or specific national grid data,
such as EPA eGRID subregion emission rates for the United States. An estimate has been
included to account for the indirect GHG emissions of Suttons as from the acquisition
date, based on the relative size of Suttons tank container fleet compared to the tank
container fleet of the Group’s tank container business. Indirect GHG emissions related to
Suttons are immaterial compared to the indirect GHG emissions of the rest of the Group.
• Scope 2 GHG emissions – market-based: Scope 2 market-based GHG emissions quantifies
the indirect emissions from electricity and heating associated with the group’s intentional
energy procurement choices, determined by contractual instruments such as contracts from
specified sources. Contract or supplier-specific factors are used for purchased electricity
covered by verified contractual instruments. Residual mix factors (Green-e and AIB residual
mix factors), where available, or grid-average emission factors are applied for any portion
of the Group’s purchased electricity consumption that is not covered by a contractual
instrument. The Group’s renewable claims are substantiated by unbundled Energy Attribute
Certificates (EACs), representing 0.87% of the Group’s total electricity consumption, and
power purchase agreements bundled with attributes, accounting for 26.06%.
• Scope 3 GHG emissions: Scope 3 GHG emissions represent the total CO
2
e emissions
across the Group’s value chain activities. Based on the Group’s materiality assessment,
13 out of the 15 Scope 3 categories defined by the GHG Protocol have been considered
relevant to the Group’s operations. An estimate has been included to account for the value
chain GHG emissions of Suttons as from the acquisition date, based on the relative size
of Suttons tank container fleet compared to the tank container fleet of the Group’s tank
container business for those scope 3 categories relevant to the tank container business.
Emissions related to Suttons are immaterial compared to the value chain GHG emissions
of the rest of the Group.
• Category 1 Purchased goods and services: Upstream emissions related to
products and services procured by the Group are primarily estimated by applying
thespend-based method using financial data related to purchased goods and services
and EEIO emission factors from EXIOBASE 3.8 (2021), and the average-product method
for LNG procured by Avenir LNG using volume of purchased products and specific
cradle-to-gate emission factors.
• Category 2 Capital goods: Upstream emissions from capitalised assets purchased in
the reporting year are calculated using the spend-based method. Emissions for this
category are accounted for and reported in the year the related capitalised expenditure
(CapEx) is recorded. This applies also for assets under construction such as the ship
newbuilds. EEIO emission factors from EXIOBASE 3.8 (2021) are used.
• Category 3 Fuel and energy-related activities (not included in Scope 1 or Scope 2):
Upstream emissions from the production and delivery of fuels and electricity the Group
consumed and energy transmission losses. GHG emissions are calculated using the
average-data method. Fuel and electricity consumption data collected for Scope 1
and Scope 2 GHG emissions is multiplied with a well to tank (WTT) emission factor.
DESNZ 2025 – WTT fuels by volume and WTT bioenergy by volume emission factors
are used to calculate the WTT emissions for purchased fuels, IEA 2025 upstream
emission factors for purchased electricity, and IEA 2025 life-cycle emission factors for
T&D losses for emissions related to transmission and distribution losses. This category
does not include GHG emissions from fuel or electricity consumed by the Group’s
suppliers (other than fuel and electricity producers) as these are covered by Scope 3
Categories 4, 9, 6, 7, and 13.
• Category 4 – Upstream and Category 9 – Downstream transportation and
distribution: Emissions from third-party logistics services related to the transportation
of tank containers, ship spares and equipment, and materials is calculated using
distance- and spend-based methods. For the procured logistics services of Stolt Tank
Containers and Stolt Tankers, EcoTransIT is used to calculate the distance and the well
to wheel (WTW) emissions related to Tier 1 suppliers. EcoTransIT is a calculation tool
for emissions of global freight transports, accredited for the Global Logistics Emissions
Council (GLEC) and compliant with ISO 14083. For Stolt Tank Containers all procured
logistics services are considered upstream, reported as Scope 3 category 4. In case
distance-based data is not available, the spend-based method is applied using financial
data and EEIO emission factors from EXIOBASE 3.8 (2021).
• Category 5 Waste generated in operations: GHG emissions from treatment and
disposal of waste produced in own operations are calculated using the waste-type
specific method by multiplying the mass of waste per waste type and treatment
method with the DESNZ 2025 emission factors. In case the disposal method is
unknown, for calculation purposes waste is assumed to be directed to landfill.
• Category 6 Business travel: GHG emissions related to employee air travel, land
transport, and hotel stay for business purposes, with emissions accounted for based
on activity data (distance, number of nights) and spend data in case activity data is not
available. For the distance-based method DESNZ 2025 emission factors are used, for
the spend-based method EEIO emission factors from EXIOBASE 3.8 (2021) are used.
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Stolt-Nielsen Limited | Annual Report 2025
• Category 7 Employee commuting: Emissions related to employee commuting are
calculated using the distance-based method, based on employee headcount, estimated
commute distance and transportation modes (both collected through a survey)
multiplied with DESNZ 2025 emission factors.
• Category 8 Upstream leased assets: Covers ships leased in on time charter or
bareboat charter from third parties, out of scope for IFRS 16. Emissions related
tothese ships are calculated in accordance with the accounting policy for Scope 1
GHG emissions.
• Category 11 Use of sold products: Direct use-phase emissions by customers from
(bio)LNG distributed and sold by Avenir LNG. Emissions related to the sales of (bio)
LNG are calculated by applying the fuel-based method, using quantity of (bio)LNG sold
to customers multiplied by their respective combustion emission factors. Fuel sold by
Avenir LNG in the reporting year is assumed to be fully combusted during the reporting
year. Biogenic emissions of CO
2
from combustion or biodegradation are excluded
from this calculation. Tank-to-wheel (TTW) emission factors from IMO ANNEX 14
RESOLUTION MEPC.376(80) are applied for LNG and bio-LNG.
• Category 12 End-of-Life Treatment of Sold Products: Emissions from the recycling of
materials sold after ship decommissioning and tank container recycling are calculated
by applying the waste-type specific method. The mass of waste per waste type and
treatment method is multiplied with the DESNZ 2025 emission factors. For both ships
and tank containers, 100% of the weight is assumed to be steel, and 100% of the weight
is assumed to be recycled.
• Scope 3 category 15 Investments: The Group’s proportionate share of GHG emissions
ofunconsolidated joint ventures, associates and other equity investments, are
calculated based on investees reported GHG emissions or based on revenue and EEIO
emission factors from EXIOBASE3.8 (2021).
• Scope 3 GHG emission categories that are deemed not relevant to the Group are:
• Category 10 Processing of sold products: Products transported and stored by the
liquid logistics businesses are not owned by the company and therefore out of scope
of this category. SNG is trading (bio-)LNG, which is already a final product and does not
need intermediate processing and therefore out of scope of this category. Emissions
related tothe processing of turbot and sole are considered not material.
• Category 13 Downstream leased assets: Covers ships leased out on time charter
orbareboat charter to third parties under financial lease and lease out of office
spaceand warehouses. There are no other relevant leases for this category because,
alllease contracts are under operational lease, emissions are accounted for as
Scope 1 and Scope 2 emissions.
Environmental information continued
• Category 14 Franchises: None of the Group’s operational activities are structured
through a franchise model.
• Biogenic emissions: Biogenic emissions of CO
2
are the result of combustion and/
or degradation of biogenic materials that occur within the Group’s reporting boundary
andinits upstream and downstream value chain. Biogenic CO
2
emissions are calculated
bymultiplying the biofuel consumption in own operations (Scope 1) and the bio-LNG sold
to customers (Scope 3 category 11) with a specific DESNZ 2025 emission factor.
• GHG emissions intensity is calculated by dividing the total gross GHG emissions
(location-based / market-based) in metric tonnes of CO
2
eq as reported in the table above,
by the Group’s net revenue in $. The Group’s net revenue equals to ‘Operating Revenue’
asreported in the Consolidated Statement of Comprehensive Income and does not
include revenues from joint ventures under operational control.
Entity specific metric: Annual Efficiency Ratio (AER)
Annual Efficiency Ratio (Stolt Tankers only) FY2025
CO
2
emissions intensity (AER) 9.34
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Accounting policies
Reporting boundary
The AER metric is an entity-specific metric and is calculated only for Stolt Tankers sea
ships for which the Group has operational control. The Group has operational control over
a ship when the Group or any of its subsidiaries is registered as the Company (Document of
Compliance Holder (DOC Holder)) under the International Management Code for the Safe
Operation of Ships and for Pollution Prevention (ISM Code) and the shipowner (legal entity)
has issued a Declaration of Company in which the Company (DOC Holder) accepts such
responsibility and agrees to take over all the duties and responsibilities imposed by the ISM
Code. In total 102 sea ships of Stolt Tankers are included in the reporting boundary for this
metric for the reporting year.
Calculation methodology and assumptions
Annual Efficiency Ratio (AER) is calculated as: (A) ∑ship (Scope 1 CO
2
emissions) / ∑ ((B)
ship(capacity (deadweight tonnes, or dwt) * (C)distance (gCO
2
/dwt-nm). The sum of all
ships’ Scope 1 CO
2
emissions is divided by the sum of all ships transport work. Transport
work is defined as a ships capacity in deadweight tonnes multiplied with a ships distance
innautical miles per year. A ships’ capacity in deadweight tonnes is the ship capacity as
stated on the International Oil Pollution Prevention (IOPP) certificate.
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Stolt-Nielsen Limited | Annual Report 2025
E2 – Pollution
Refer to section ESRS 2 – IRO-1 for a description of the process to identify and assess material pollution-related impacts, risks and opportunities. The table below summarises the Group’s
identified material pollution-related impacts and risks and how they interact with Group’s business model.
Material matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
Pollution
of air
Fossil fuel combustion in the Group’s liquid logistics
operations emits nitrogen oxides (NOx), sulfur oxides
(SOx), and other pollutants into air that adversely impact
the environment and human health. Volatile organic
compounds (VOCs) are emitted from tanks during
routine operations and venting, and when loading and
cleaning tanks.
Negative
impact
Actual O S-T,
M-T,
L-T
The Group operates within industries that inherently interact
with the environment, such as maritime shipping, bulk-liquid
logistics, terminal operations, and land-based aquaculture.
Over the years, the Group has taken comprehensive and
strategic steps to prevent and reduce pollution of air, water,
and soil through operational adjustments, technology
adoption, and sustainable practices across its divisions.
Pollution of
water + water
discharges in
waterbodies
and oceans
The Group’s operations may result in pollution of water
through potential (hazardous) chemical or LNG spills,
discharging of wastewater from our chemical logistics
businesses. The release of substances to oceans by the
Group’s land-based sea farms and shipping operations
could adversely impact the quality of seawater.
Negative
impact
Potential O S-T,
M-T,
L-T
Pollution of soil Accidental spills of (hazardous) chemicals contaminate
land, surface water, and groundwater, which can
adversely impact the region’s biodiversity and
human health.
Negative
impact
Potential O S-T,
M-T,
L-T
Companies contributing to air, water and/or soil
pollution may face financial risks, including legal
liabilities, regulatory fines, increased operational costs
for compliance, loss of permits and licenses and
reputationaldamage.
Financial
risk
Potential O S-T,
M-T,
L-T
The Group maintains insurance to cover a number of risks,
including pollution risks.
Type: Negative impact, positive impact, financial risk, financial opportunity
Value chain: Upstream (‘U’), own operations (‘O’), downstream (‘D’)
Time horizon: Short-term (‘S-T’), medium-term (‘M-T’), long-term (‘L-T’)
Environmental information continued
74Stolt-Nielsen Limited | Annual Report 2025
Environmental information continued
Substances of (very high) concern
The Group’s liquid logistics businesses handle bulk liquids, of which some are hazardous
and fall under the category of substances of concern (e.g., hazardous chemicals, petroleum
products, biofuels). These cargoes are handled in compliance with international regulations
like MARPOL, IMO guidelines, IMDG for the maritime transport of dangerous goods, and
REACH (in Europe) to minimise risks to health, safety, and the environment. The impacts and
risks of working with, and transportation of, substances of concern and substances of very
high concern on health and safety of the own workforce, are covered in S1-14 and pollution
related impacts (if any) are covered in E2-4.
E2-1 Policies related to pollution
During the reporting period, the Group had no established group-wide policies related to air,
water and soil pollution prevention and control, because pollution prevention and compliance
with local and international regulations is managed at divisional or site level. The Group
requires all its businesses to comply with all national, international, and industry laws and
regulations and standards relevant to the environmental aspects of the Group’s activities
(e.g. MARPOL, IMDG, ADR/RID, Major Hazard Installation regulations such as EU Seveso III
Directive). At divisional and/or site level, risk assessments, management systems (such as
Permit-to-Work and Lock-out, Tag-Out and Try-out procedures), standard operating procedures,
work instructions and reporting forms and checklists are in place. Audits are conducted to
ensure compliance and to prevent accidents which may result in pollution.
The Group has no established group-wide policies that specifically aim at substitution and
minimisation of the use ofsubstances of concern or phasing outsubstances of very high
concern other than those required by law (such as the PFOA, PFAS and PFOS ban in firefighting
foam). Policies related to prevent incidents and emergency situations, and if they occur,
controlling and limiting their impact on people and the environment, are disclosed as part of
the disclosures on health and safety of the own workforce in section S1-1.
E2-2 Actions and resources related to pollution
Past actions
The Group benefits from past actions and/or investments in relation to pollution prevention in
the current reporting period. Examples of prior actions include:
• Pollution of soil:
• The Group’s tank terminals are required to have secondary containment, in the form
of additional barriers or walls, where there is the risk of a spill; for example, in tank
pits, loading stations, or pumps. This secondary containment helps to prevent spills
from seeping into the surrounding environment so that any spills that do occur can be
contained and cleaned up as quickly as possible. To minimise the risk of spills and soil
contamination across our terminal network, the Group continues to invest in concreting
tank pits and installing liquid-tight bunds in secondary containment areas.
• At the New Orleans terminal, a tank farm containment area has been paved, which not
only protects the environment from possible spills but also improves working conditions
for operators by reducing standing water.
• The Group’s depots are paved, with liquid tight floors and spill kits to contain potential
leakages to prevent pollution.
• The tank terminals business hold spill prevention and spill management drills each year,
covering equipment deployment, hurricane drills and correct use of response equipment
(fire pumps, spill trailers, sorbents, boom deployment and spill response boats).
• Training is conducted at the Group’s container depots specifically on emergency plans, fire
prevention and hot work procedures to prevent accidents that may result into pollution.
• Pollution of water:
• The Group’s land-based aquaculture business aims to design and manage their sea farms
in such a way that the seawater outflow is as clean as its intake. Periodic measurements
of seawater outflow are taken to safeguard that non-conformities of water discharge
are limited.
• The Houston terminal, New Orleans terminal and all wholly owned container depots except
for Houston, are equipped with onsite wastewater treatment facilities for hazardous and
non-hazardous wastewater from ships, barges, railcars and trucks. Processed wastewater
from depots is recycled when possible, back into cleaning or steam heating systems or is
discharged according to local regulations.
• For the Group’s terminal operations, a major source of discharge is the rainwater collected
in the different drainage networks of the terminals. These networks are segregated
according to the type of water that circulates through them (rainwater, sanitary water and
water that is likely to contain traces of hydrocarbons). To help safeguard that discharge
from our sites does not contain pollutants, our terminals have a control system for taking
continuous measurements, preventing the release of water into the environment, until
strict criteria are met. The wastewater department of the Houston terminal sells slop
waste for reuse rather than disposing of it.
• The Group’s tanker shipping and tank container operations applies strict waste stream
management and cleaning procedures. After cargo is discharged, tanks are cleaned
usingspecialized procedures and equipment. Wastewater from cleaning is managed
separately to avoid pollution. Waste products such as tank wash water, bilge water,
and slops (residual cargo and cleaning fluids) are collected and stored in dedicated
tanks. For the Group’s shipping operations these are treated onboard or discharged
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at approved shore (Group or third party) facilities for further treatment in accordance
withenvironmental regulations.
• Pollution of air:
• The Group’s tank container business is offering customers low carbon options for
transportation of tank containers to help our customers reduce their product carbon
footprint, and tank container routings are optimised for the lowest GHG.
• The Group’s shipping operations utilises low-sulphur fuels to comply with IMO 2020
regulations, which reduce sulphur oxide (SO
x
) emissions significantly. Some ships
are equipped to handle alternative fuels like LNG, a cleaner option with lower CO
2
andNOx emissions.
• Several techniques are used in our tank terminal operation to prevent VOCs from entering
the atmosphere, including vapour recovery systems, scrubbers, flares, internal floating
roofs and nitrogen blankets. In addition, new tank designs feature higher design pressure,
which further reduces emissions as more vapour is retained in the tank. For certain
locations, flares are converted into vapour combustor units to reduce VOC emissions.
Atall terminals, pressure/ vacuum relief valves and nitrogen regulators have been
removed, recalibrated, and recertified or replaced. Thermal oxidising units are being
used for octane gas freeing, going beyond the regulatory requirements to reduce VOCs
andflammability.
• Depots are equipped with vapor control devices (flares/thermal oxidisers or carbon
scrubbers) to prevent generation of air pollutants.
Actions taken in the reporting year
The key actions below were taken in the reporting year and/or planned to avoid or reduce
pollution. All actions relate to own operations and are completed within the reporting year, or
the time horizon for completion is short-term (within one year after the reporting year). In case
no OpEx or CapEx is disclosed for an action or action plan, the current and future financial and
other resources allocated are considered insignificant.
• The Group’s terminal business implemented an Asset Management System (AMS) used for
managing maintenance, assets, and related processes such as work orders, inspections,
and to safeguard regulatory compliance, safety and operational efficiency. The AMS contains
a specific Task Risk Assessment (TRA) module designed to systematically identify, evaluate,
and mitigate risks associated with specific work activities. The AMS also contains a Permit-
to-Work module (PTW) designed to manage and control high-risk work activities. The TRA
and PTW modules together reduce the risk of accidents and spills, environmental incidents,
and ensure compliance with internal and external safety standards. During the reporting
year the PTW/TRA modules were implemented for the Moerdijk terminal, with the rest of the
terminals to follow in the next reporting year.
• The liquid logistics businesses provided various training programs to seafarers and employees
working on sites to increase situational awareness and knowledge of procedures to prevent
or mitigate pollution.
• An assessment was done of the concentration of foam in all firefighting foam systems
onboard Stolt Tankers managed ships based on chemical analysis. Foam concentrates
will be replaced as required to comply with new PFOs/PFAS regulations coming into force.
Thereplacement project is expected to be completed by August 2028, and the budget for
this project amounts to approximately $ 2.0 million.
E2-3 Targets related to pollution
The Group has not set group-wide targets or intermediate targets for pollution to air, water
and soil during the reporting period. The Group’s businesses aim to prevent the release of any
unlawful pollutants into the waters, land or air by focussing on spill prevention, by ensuring
a safe and secure working environment, and by following best practices after assessing all
environmental risks. The effectiveness of the actions described above is tracked through
measurement of pollution to air, water and soil related to incidents/spills, and pollution to air,
water and soil because of normal operations.
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Environmental information continued
E2-4 Pollution of air, water and soil – metrics
Pollution ESRS E-2 Metrics
Pollution metrics (metric tonnes) FY2025*
Pollution of air
SOx (metric tonnes) 4,251
NOx (metric tonnes) 91,875
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
No spills were recorded that exceeded the applicable threshold value at site level as specified
in Annex II of Regulation (EC) No 166/2006 for release to soil, water and air. All SOx and NOx
emissions reported relate to the Group’s ships. SOx emissions to air from the consolidated
accounting group amounting to 3,496 metric tonnes includes 756 metric tonnes from leased-in
and leased-out assets not under the Group’s operational control. NOx emissions to air from
the consolidated accounting group amounting to 76,591 metric tonnes includes 15,284 metric
tonnes from leased-in and leased-out assets not under the Group’s operational control.
Accounting policies
Reporting boundary
Pollution metrics are calculated for the consolidated accounting group plus investees
such as associates, joint ventures, or unconsolidated subsidiaries that are not fully
consolidated in the financial statements of the consolidated accounting group, as well
ascontractual arrangements that are joint arrangements not structured through an entity
(i.e., jointly controlled operations and assets) for which the Group has operational control.
The consolidated accounting group includes right-of-use assets in accordance with IFRS
16 and leased-out assets in case of an operational lease. Whilst they are included in the
consolidated accounting group, the Group does not have operational control over all
leased-in and leased-out ships. The Group has operational control over a ship when the
Group or any of its subsidiaries is registered as the Company (Document of Compliance
Holder (DOCHolder)) under the International Management Code for the Safe Operation
ofShips and for Pollution Prevention (ISM Code) and the shipowner (legal entity) has issued
a Declaration of Company in which the Company (DOC Holder) accepts such responsibility
and agrees to take over all the duties and responsibilities imposed by the ISM Code.
Calculation methodology and assumptions
The Group consolidates and reports only the mass of those pollutants to air, water and soil that:
• Are measured for other reporting purposes to comply with local laws and regulations, and
• Are included in the list of 91 pollutants as listed in Annex II of Regulation (EC) No
166/2006 of the European Parliament and of the Council (European Pollutant Release
andTransfer Register ‘E-PRTR Regulation’), except for emissions of GHGs which are
disclosed in accordance with ESRS E1 Climate Change, and
• Exceed the applicable threshold value at site level as specified in Annex II of Regulation
(EC) No 166/2006 for release to soil, water and air.
The consolidated mass therefore only includes the emissions or spills from facilities for
which the applicable threshold value specified in Annex II of Regulation (EC) No 166/2006
for release to soil, water and air is exceeded. The Group further separates pollution to air,
water and soil related to incidents/spills, and pollution to air, water and soil because of
normal operations. Estimates are included for pollution to air (SOx and NOx) for leased
assets over which the Group has no operational control. None of the Group’s spills or
releases to air, water and soil, exceeded the thresholds of Annex II of Regulation (EC) No
166/2006 on a facility level for the reporting year, other than the pollutants reported above.
Pollution of water – Entity specific metric
The following metric is specifically reported for the Group’s land-based aquaculture business
to measure any potential pollution impact related to the release of sea water used in
operations to the ocean.
Pollution metrics (unit of measurement) FY2025*
Total number of non-conformities of water discharge (SSF) 0
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Accounting policies
Reporting boundary
This specific metric is calculated for the consolidated accounting group of the Group’s
land-based aquaculture business. The land-based aquaculture business does not have any
associates, joint ventures, unconsolidated subsidiaries, or contractual arrangements that
are joint arrangements not structured through an entity, that are not fully consolidated in
the financial statements. Where thresholds for non-conformities are not defined by the local
environment agency, the facility is not included in the reporting boundary.
Calculation methodology and assumptions
For four sea farms the number of non-conformities included relates to the prior period,
as data related to the current year is not available at the reporting date. Non-conformities
are reported only on case deviation levels are exceeded and defined based on local laws
andregulations.
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E3 – Water and marine resources
Refer to section ESRS 2 – IRO-1 for a description of the process to identify and assess material water and marine resources-related impacts, risks and opportunities. The table below
summarises the Group’s identified material water and marine resources related impact and how this impact interacts with the Group’s business model.
Material matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
Water
consumption
Water consumption (excluding sea water consumption),
especially in areas of high water risk, can significantly impact
the environment, leading to water scarcity, degradation of
water quality, and changes in the flow regimes of rivers
and wetlands.
Negative
impact
Actual
+ potential
O S-T,
M-T,
L-T
Water is used in the Group’s operational activities such as
in cleaning ships’ tanks, storage tanks and tank containers
between cargoes. Water is also used for firefighting
systems, cooling cargo or products stored, and to produce
ice for fish packaging.
Type: Negative impact, positive impact, financial risk, financial opportunity
Value chain: Upstream (‘U’), own operations (‘O’), downstream (‘D’)
Time horizon: Short-term (‘S-T’), medium-term (‘M-T’), long-term (‘L-T’)
Environmental information continued
Marine resources
In terms of marine resources, the scarcity of fish ingredients in fish feed is disclosed in E5 –
Resource scarcity and traceability of fish feed ingredients.
Water resources
Water consumption relates solely to freshwater (potable water, surface water, or groundwater).
Seawater used by ships for ballasting and tank wash procedures is out of scope although
the biodiversity impact of ballast water is disclosed in section E4-2 Policies related to ballast
water management, and potential pollution effects regarding seawater used by the land-based
aquaculture business are disclosed in section E2 Pollution. More information on the treatment
of wastewater or wash water for the liquid logistics businesses is disclosed in section E5 Waste.
The Group has operations and/or offices in areas of high-water risk due to water stress or
water depletion, such as China, India, Oman, Philippines, Saudi Arabia and the United Arab
Emirates. Water stress measures the ratio of total water demand to available renewable
surface and groundwater supplies. Water depletion measures the ratio of total water
consumption to available renewable water supplies.
The Group’s water consumption is mainly attributable to the cleaning of ships’ tanks,
storagetanks and tank containers between cargoes. Ships ideally produce their own
potablewater from sea water as they are equipped with desalination units which typically
require heating from the main engines cooling water system. In cases where the ship
requires more potable water than it can produce, the expected shortage is loaded from shore.
Asaresult, potable water consumption per ship differs based on the volume of operational
activities versus the capabilities of the ship to produce sufficient potable water.
For the land-based aquaculture business, freshwater is primarily used for cleaning and
theproduction of ice used for packing, storage, and transportation of seafood products.
E3-1 Policies related to water and marine resources
During the reporting period, the Group had no established group-wide policies that
addressedwater consumption in general, water consumption for sites located in areas
of high water stress, nor policies for practices related to sustainable oceans and seas.
Waterconsumption and compliance with local regulatory requirements is managed at
divisional and/or site level. Atdivisional level and at certain sites we are exploring ways
toreduce water consumption infuture.
E3-2 Actions and resources related to water and marine resources
Past actions
The Group benefits from past actions and/or investments in relation to water consumption
inthe current reporting period. Examples of prior actions include:
• The Houston terminal, New Orleans terminal and all container depots other than Houston
are equipped with onsite biological wastewater treatment plants for hazardous and
non-hazardous wastewater from ships, barges, railcars and trucks. Once wastewater
hasbeen treated, it can be reused for cleaning or will be discharged in compliance with
lawsand regulations.
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• The Houston terminal collaborates with Stolt Tankers to treat ships’ tank wash water at the
shoreside, thereby reducing the discharge of wash water into the ocean.
• Terminals are equipped with segregated drainage networks to separate rainwater, sanitary
water, and hydrocarbon- contaminated water, with continuous monitoring to prevent polluted
discharge. Terminals in Santos and Singapore are harvesting rainwater for internal use.
• Steam condensate systems are systematically upgraded at various terminals and depots
through pipe and valve repair. This improves the recapture of heat energy from the system
and reduces water consumption.
Actions taken in the reporting year
The key actions below were taken in the reporting year and/or planned to avoid, reduce, or
reuse water consumption. None of these actions relate to areas at water risk, nor areas of
water stress. All actions relate to own operations and are completed within the reporting year,
or the time horizon for completion is short-term (within one year after the reporting year). In
case no OpEx or CapEx is disclosed for an action or action plan, the current and future financial
and other resources allocated are considered insignificant.
• Heating from the main engines is not always sufficient to run the desalination units because
of energy efficiency measures. A project was started to install reversed osmosis units for
potable water production as they work independent of heat. Reverse osmosis units were
installed on five ships during the reporting year, and $ 0.5 million CapEx was recognised.
• A multiyear steam and condensate rehabilitation programme was initiated at the Houston
terminal to update the steam condensate system. The programme aims to upgrade the
existing steam trap network (160 steam traps per year) and renew the condensate pumps,
resulting in reduced water withdrawal for the heating network. The programme is expected
to save 50,000 m
3
of water per year. The installation for the Houston terminal was completed
during the reporting year, and $ 0.5 million CapEx was recognised. The total programme for
the Houston terminal amounts to $ 2.1 million.
• The build of a cleaning station in the Houston container depot was approved during the year.
This will include a biological wastewater treatment facility to treat wastewater and facilitate
water reuse. The project is expected to be completed during the next reporting year, with an
estimated CapEx of $ 2.1 million for the wastewater treatment facility.
E3-3 Targets related to water and marine resources
The Group has not set group-wide targets or intermediate targets for water consumption
in general, nor specific water consumption targets for water consumption in areas
of waterriskor water stress, during the reporting period due to the Group’s divisional
structure.The effectiveness of the actions described above is tracked through
measurementof water consumption.
E3-4 Water consumption – metrics
Water metrics (unit of measurement) FY2025*
Total water consumption (m
3
) 558,782
Total water consumption in areas at water risk (m
3
) 20,114
Total water recycled and reused (m
3
) 23,158
Total water stored and changes in storage (m
3
) –
Changes in water storage (m
3
) –
Water intensity per net revenue (m
3
/ $ million net revenue) 201.80
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Water consumption from the consolidated accounting group of 558,782 m
3
includes 15,291 m
3
from leased-in and leased-out assets not under the Group’s operational control. Total water
consumption reported does not include 127,130 m
3
of water discharged by the Houston
and New Orleans terminals related to treatment of wash water from external customers
(120,509 m
3
) and Stolt Tankers (6,620 m
3
). As this water is withdrawn outside of the
Group’s own operations, accounting for the related discharge would result in negative water
consumption for the New Orleans terminal as water discharge would exceed water withdrawal.
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Accounting policies
Reporting boundary
Water consumption metrics are calculated for the consolidated accounting group.
Theconsolidated accounting group includes right-of-use assets in accordance with IFRS
16 and leased-out assets in case of an operational lease. Whilst they are included in the
consolidated accounting group, the Group does not have operational control over all leased-
in and leased-out ships.
Calculation methodology and assumptions
The metrics above are calculated as follows:
• Total water consumption (m
3
) = Water withdrawal (for ships: water bunkered from shore)
– water discharge – changes in water storage
• Total water consumption in areas at water risk* (m
3
) = Sum of water withdrawal in
areas atwater risk – water discharge in areas of water risk – water storage in areas of
waterrisk.
• Total water recycled and reused (m
3
) = Sum of the total amount of water reused +
amount of water recycled
• Total water stored and changes in storage at the end of reporting period (m
3
) =
Waterstorage at the end of the reporting period – water storage at the beginning
ofthereporting period
• Water intensity per net revenue (m
3
/ million $) = Total water consumption (m
3
) /
Netrevenue ($ million)
Water withdrawal for the financial year is recorded based on invoices received during
thereporting year or on actual metered usage recorded. Water discharge is recorded based
on metered data. For periods where actual water withdrawal or water discharge data is not
available, water withdrawal and discharge are estimated by accruing consumption based
on historical patterns and known operational activity, consistent with standard accounting
accrual principles. No data has been collected in relation to water storage, as it is expected
to be immaterial and therefore reported nil. Estimates are included for water withdrawal of
leased-in and leased-out ships in scope of IFRS 16 over which the Group has no operational
control or for ships where water consumption data is not available. Estimates are
calculated by multiplying the deadweight tonnes of a ship with the average water intensity
per deadweight tonne of the ship’s fleet. An estimate has been included to account for
water consumption of Suttons International Holdings Limited as from the acquisition date,
based on the relative size of Suttons’ tank container fleet compared to the tank container
fleet of the Group’s tank container business, which isimmaterial compared to the water
consumption of the rest of the Group.
Identifying areas at water risk: The Group determined areas of water risk using the
Aqueduct Water Risk Atlas. Areas identified as “high (3-4)” and “Extremely high (4-5)” risk
by the Aqueduct WRA tool are considered as areas of water risk. Water risk includes water
stress, water depletion, interannual variability, seasonal variability, groundwater table
decline, riverine flood risk, coastal flood risk and drought risk. For areas where water risk
has not been defined by Aqueduct WRA, the Group assessed the risk based on the ratings
of surrounding regions.
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E4 – Biodiversity and ecosystems
Refer to section ESRS 2 – IRO-1 for a description of the process to identify and assess material biodiversity and ecosystems related impacts, risks and opportunities. The table below
summarises the Group’s only identified material biodiversity and ecosystems negative impact and how this interacts with Group’s business model.
Material
matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
Ballast water
management*
Ballast water discharged from ocean-going ships can
transport invasive species from one ecosystem to another,
where they can outcompete native and/or threathened
species, disrupt food webs, and alter ecosystem dynamics.
This may lead to vulnerability to other threats such as
disease and habitat degradation.
Negative
impact
Actual
+ potential
O S-T,
M-T,
L-T
This risk is mitigated through mandatory ballast water treatment
systems for ocean-going ships subject to IMO regulations.
Residual risk remains, which manifests if the ballast water
treatment system is malfunctioning or operating outside its
design limits because of external circumstances.
* This refers to an entity specific matter. Entity-specific IRO’s are covered by entity-specific disclosures. All other IROs are covered by ESRS Disclosure Requirements.
Type: Negative impact, positive impact, financial risk, financial opportunity
Value chain: Upstream (‘U’), own operations (‘O’), downstream (‘D’)
Time horizon: Short-term (‘S-T’), medium-term (‘M-T’), long-term (‘L-T’)
Environmental information continued
E4-1 Transition plan and consideration of biodiversity and ecosystems in strategy
and business model
The Group has not yet carried out a full assessment of the resilience of the Group’s current business
model and strategy to biodiversity and ecosystems-related physical, transition and systemic risks
in relation to the Group’s own operations and upstream and downstream value chain. Therefore,
compatibility of the Group’s strategy and business model regarding relevant local, national and
global public policy targets related to biodiversity and ecosystems could not be assessed.
E4 – SBM-3 – Material impacts, risks and opportunities and their interaction
withstrategy and business model
The Group identified one material negative biodiversity and ecosystems impact in the Group’s
own operations, which is specifically related to the operations of ocean-going ships of Stolt
Tankers and Avenir LNG. Ballast water is crucial for keeping material stress and stability
within design and safety limits, particularly when a ship is not carrying cargo. Ballast water
discharged from ships can transport invasive species from one ecosystem to another,
where they can outcompete native species. This adverse impact is not deemed material for
theGroup’s inland barges, as they do not sail from one ecosystem to another.
Since ballast water treatment is mandatory for all ocean-going ships in our fleet subject to IMO
regulations, the D2 standard of the Ballast Water Convention (BWC) is used as the baseline
for all sea ships. However, challenging water quality (for example increased turbidity) can lead
to legitimate circumstances where the treatment system needs to be bypassed, thereby
discharging untreated ballast water. This untreated ballast water is exchanged with treated
ballast water during ballasting operations. This exchange is done in line with the requirements
set by the IMO and the port states to minimise the impact on biodiversity. Inland barges are not
subject to IMO regulations and not required to have ballast water treatment systems on ships.
As no material biodiversity impacts have been identified related to the Group’s onshore sites
inown operations and sites under operational control, the disclosure requirements of E4 SBM
3 related to onshore sites are immaterial.
E4-2 Policies related to ballast water management
Ballast water management is the process of handling and treating ballast water in ships
toprevent the introduction and spread of invasive species. It involves adopting appropriate
measures and technologies to remove, exchange, or treat ballast water in accordance with
international regulations. The Group has policies in place to mitigate the negative impacts
identified for ballast water management of its ships. Stolt Tankers’ and Avenir LNG’s policies
and procedures, like all maritime shipping operators, follow the stringent international
regulations of the IMO Ballast Water Management Convention, MARPOL and United States
Coast Guard. These regulations aim to minimise the environmental impact associated
withballast water discharges. Ships are required to manage ballast water to remove, render
harmless, or avoid the uptake or discharge of aquatic organisms and pathogens that could
cause environmental harm. Sea ships subject to IMO regulations must install Ballast Water
Treatment Systems (BWTS) that meet the D2 standards, which limits the number of viable
organisms in discharged ballast water. Stolt Tankers and Avenir LNG have equipped their
ships with BWTS to comply with D2 standards. The board and management team are
accountable for ensuring that the Group complies with ballast water management regulations.
Theoperational responsibility is anchored with the relevant business functions.
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E4-3 Actions and resources related to ballast water management
BWTS are installed on 100% of our deep sea ships subject to IMO regulations to comply with
D-2 standards. These systems typically feature filtration to remove larger organisms and debris
from ballast water and disinfection technologies such as ultraviolet (UV) or electro-chlorination
to eliminate harmful microorganisms. The Group employs several key practices to safeguard
effective ballast water management, such as:
• Ballast water treatment and monitoring: Using BWTS, ships treat and monitor ballast water
to comply with local and international requirements.
• Routine crew training: Crew members receive training on ballast water management
regulations, operation of BWTS, and record-keeping.
• Record-keeping and reporting: To support transparency and regulatory compliance, the
Group maintains meticulous records in the ballast water record book. This includes
recording of volumes of water taken on board or discharged, locations and dates.
• Ballast water exchange (D1 Standard): In deep-sea locations, ships replace coastal ballast
water with open-ocean water to reduce the risk of introducing invasive species. It must be
noted that this method may only be used as a contingency measure in case ballast water
cannot be treated.
During the reporting period no specific actions were taken to mitigate adverse impacts on
biodiversity related to ballast water management, as all ocean-going ships subject to IMO
requirements in the Group’s fleet are already equipped with BWTS to comply with the D2
standards. Biodiversity offsets are not applicable.
E4-4 Targets related to ballast water management
The Group has not set group-wide targets or intermediate targets for ballast water
management for its ocean-going ships subject to IMO regulations. To mitigate biodiversity
impact related to ballast water, the Group intends to operate the BWTS at all times while
ballasting or de-ballasting sea ships subject to IMO regulations. The ballast water record book
is used to track the effectiveness of the BWTS.
E4-5 Impact metrics related to biodiversity and ecosystems
For ballast water management the following entity specific metric is reported:
Ballast water management (unit of measurement) FY2025*
Number of occasions where ocean-going ships subject to IMO regulations were unable
to operate BWTS (D2 mode) due to challenging water conditions. (number) 95
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
The total number of occasions where the Group’s ocean-going ships subject to IMO
regulations were unable to operate BWTS (D2 mode) due to challenging water conditions is
estimated at 95 instances, in aggregate, for 103 ships, which amounts to approximately 2% of
total ballasting operations during the reporting year.
Accounting policies
Reporting boundary
The ballast water management metric is an entity-specific metric and is calculated for
ocean-going ships subject to IMO regulations for which the Group has operational control.
The Group has operational control over a ship when the Group or any of its subsidiaries
is registered as the Company (Document of Compliance Holder (DOC Holder)) under the
International Management Code for the Safe Operation of Ships and for Pollution Prevention
(ISM Code) and the shipowner (legal entity) has issued a Declaration of Company in which
the Company (DOC Holder) accepts such responsibility and agrees to take over all the duties
and responsibilities imposed by the ISM Code. In total 103 ocean-going ships subject to
IMO regulations are included in the reporting boundary for this metric for the reporting year.
Calculation methodology and assumptions
BWTS (D2 mode): All ballast water is treated according to the D-2 Standard of the Ballast
Water Convention (BWC) which means that all marine organisms are either destroyed or
damaged to the extent where they can’t reproduce anymore before the ballast water is
discharged. System malfunctions or external factors, such as high turbidity water, may
require bypassing the BWTS during (de)ballasting operations.
Number of occasions where sea ships subject to IMO regulations were unable to operate
BWTS (D2 mode) due to challenging water qualities refers to the total count of cases
where ships had to bypass their Ballast Water Treatment System (BWTS) due to challenging
water quality conditions (e.g. high turbidity) or equipment malfunction during a specified
period. During the year, Stolt Tankers ships transitioned from a hard copy ballast water
record book to a digital record book. Estimates are included for periods during the year for
which the ships records were not recorded in the digital ballast water record book based on
the monthly average number of occasions where sea ships were unable to operate BWTS
(D2 Mode) per ship, for ships that have implemented the digital Ballast Water Record Book
as per 30 November 2025. For ships that did not implement the digital Ballast Water Record
Book during the reporting year, the number of occasions where the BWTS (D2 Mode) was
unable to operate is estimated based on the annual average of all ships for which digital
data is available.
Environmental information continued
82Stolt-Nielsen Limited | Annual Report 2025
E5 – Resource use and circular economy
Refer to section ESRS 2 – IRO-1 for a description of the process to identify and assess material resource use and circular economy related impacts, risks and opportunities. Three IRO’s were
identified, for which related policies, actions, targets and metrics will be separately disclosed in this chapter:
Material matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
Resource scarcity
and traceability
of fish feed
components
(resource
inflows)*
The use of wild-sourced marine ingredients in fish diets
(fishmeal and fish oil) in own operations of the Group’s
land-based aquaculture business, results in pressure on
finite primary marine resource inflows. A severe decline
in multiple fish species and exploitation of oceans makes
wild-sourced marine ingredients a scarce resource.
Inaddition, if the company is unable to verify the origin
and sustainability offeed ingredients this could result in
non-compliance withsustainability sourcing standards.
Negative
impact
Actual U S-T,
M-T,
L-T
A strategic objective for the Group’s land-based aquaculture
business is to reduce the dependency on marine scarce
resources such as fish meal and fish oil, and research
together with strategic feed suppliers to find suitable
replacement ingredients that can contribute to new feed
formulas that maintain and improve the nutritional and
growth requirements of our fish. Ensuring traceability of
ourseafood and the sustainable origin of its feed is a key
pillar for sustainable fish-farming and food safety.
Ship recycling
(resource
outflows)*
Adverse environmental impacts during decommissioning
ofships, including waste generation and pollution as well
asworker safety and human rights.
Negative
impact
Potential D M-T,
L-T
Ship recycling interacts with the Group’s business model
by ensuringfleet modernization by lifecycle management
of fleet assets while ensuring cost efficiency,regulatory
compliance, andsustainability alignment, while also
contributing to a circular economy through material reuse.
Waste (resource
outflows)
Adverse environmental impact due to waste (water)
generation in own operations and disposal of waste
fromoperations.
Negative
impact
Actual O S-T The Group manages different types of waste, mainly
wastewater, biological waste, hazardous waste and
materials from ship maintenance and repair. The Group
aims for chemical waste minimisation in its liquid logistics
businesses, by installing wastewater treatment facilities
andis exploring the adoption of circular economy principles
to mitigate environmental impacts.
* These are entity-specific matters. Entity-specific IRO’s are covered by entity-specific disclosures. All other IROs are covered by ESRS Disclosure Requirements.
Type: Negative impact, positive impact, financial risk, financial opportunity
Value chain: Upstream (‘U’), own operations (‘O’), downstream (‘D’)
Time horizon: Short-term (‘S-T’), medium-term (‘M-T’), long-term (‘L-T’)
Environmental information continued
83Stolt-Nielsen Limited | Annual Report 2025
Resource inflows
The Group’s main resource inflows are fuel, freshwater, steel, energy, seawater, fish feed and
other consumables. Only fish feed will be disclosed in this chapter. Freshwater consumption
is covered in section E3 Water and marine resources. Energy consumption and fuel are
covered in section E1 Climate change. Any adverse effect related to the use of seawater
fortheGroup’s land-based aquaculture business is covered in section E2 Pollution. Upstream
and downstream emissions related to steel are reported as part of Scope 3 GHG Emissions
asdisclosed in section E1. Other consumables were not assessed to be material individually.
Resource outflows
The Group’s main resource outflows are seawater, chemical waste, chemical wastewater,
waste, and ships and tank containers destined for recycling. Only waste and ship recycling will
be disclosed in this chapter. Any adverse effects related to the use of seawater for the Group’s
land-based aquaculture business is covered in chapter E2 – Pollution, and ballast water
discharge of the Group’s ships is covered in E4 Biodiversity and ecosystems.
E5 – Resource scarcity and traceability of fish feed ingredients
The use of wild-sourced marine ingredients in fish diets (fish meal and fish oil) in own
operations of the Group’s land-based aquaculture business is impacted by severe decline in
multiple fish species and exploitation of oceans which makes wild-sourced marine ingredients
a scarce resource. A strategic objective for the Group’s land-based aquaculture business is
to reduce the dependency on marine scarce resources such as fish meal and fish oil, and
research together with strategic feed suppliers to find suitable replacement ingredients that
can contribute to new feed formulas that maintain and improve the nutritional and growth
requirements of our fish. In addition, traceability of our seafood and the sustainable origin of
its feed is a key pillar for sustainable fish-farming. Traceability of fish feed ingredients is also
important for management of food safety. For more information on food safety, refer to S4.
E5-1 Policies related to fish feed
The Group’s land-based aquaculture business does not have a formal policy in place to
prevent, mitigate and remediate adverse impacts related to resource scarcity of fish feed.
The business prioritises efficient use of scarce resources and transparency and collaboration
through the value chain, although this is not formalised in a policy at Group level.
E5-2 Actions and resources related to fish feed
Past actions
The Group’s land-based aquaculture business benefits from past actions and/or investments
related to resource scarcity of fish ingredients in fish feed that avoid, resolve or mitigate any
adverse impacts in the current reporting period.
Examples of prior actions include:
• Strategic and long-term framework agreements were established with two international
fish feed suppliers to secure feed supply to support future needs. The agreements
include commitments to share information related to the feed ingredients and its origin.
The framework agreements also contain provisions related to the development of feed
formulations and reduction of scarce marine resources.
• These framework agreements include research and development (R&D) cooperation and a
set of research actions that are agreed on an annual basis with each of the feed suppliers.
• Each ingredient used or planned for usage in fish feed is screened on a set of sustainability
criteria, together with the feed suppliers. The main objective of this screening exercise is
toverify that ingredients used can be considered from sustainable sources.
• The land-based aquaculture business is actively engaged in a research project with its
two main feed suppliers. The main objective is to reduce dependence on wild marine raw
materials in both turbot and sole diets. This strategy focuses on the testing of alternative
raw materials with better long-term market availability and increasing the share of vegetable
proteins and other sustainable ingredients as substitutes for fishmeal and marine protein
sources. Another focus area is production performance and product quality.
Actions taken in the reporting year
The key actions below were taken in the reporting year and/or planned to avoid, resolve or
mitigate any negative impacts related to resource scarcity of wild fish ingredients in fish feed.
All actions relate to upstream value chain and are completed within the reporting year, unless
otherwise stated. In case no OpEx or CapEx is disclosed for an action or action plan, the
current and future financial and other resources allocated are considered insignificant.
• Annual review meetings were held with two fish feed suppliers to discuss ongoing
collaboration topics, including of the revisions of the enquiries related to the information
onraw materials origin.
• Several actions were taken specifically related to the composition of turbot and sole feed,
while maintaining the same level of nutritional inputs for healthy fish development. New
diets were introduced for fish on-growing. Marine-based proteins in fish feed were reduced
and partially replaced with more sustainable marine by-product sources or vegetable-based
proteins. R&D remained and will remain focused on increasing vegetable protein inclusion
rates. R&D operational expenses for the reporting year amount to $ 0.2 million. Actions to
be completed within one year after the reporting year are mainly related to exploring new
vegetable protein sources.
Environmental information continued
84Stolt-Nielsen Limited | Annual Report 2025
Environmental information continued
E5-3 Targets related to fish feed
The Group has not set targets related to the reduction of marine resources incorporation
in feed. As part of our continuous improvement programme, the land-based aquaculture
business is researching opportunities to reduce the marine ingredients in fish feed by 50%
forturbot and 65% for sole by 2030, compared to 2019 levels, for two international fish feed
suppliers covered by the strategic and long-term framework agreements. The effectiveness
ofactions is tracked with the metric disclosed in E5-4.
E5-4 Resource inflows – Entity specific metric related to fish feed
E5-4 Resource inflows (%) FY2025*
Resource scarcity – fish feed
Progression in achieving the reduction levels of marine resources incorporation in feed
– Turbot (%) 35%
Progression in achieving the reduction levels of marine resources incorporation in feed
– Sole (%) 46%
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Accounting policies
Reporting boundary
This entity specific metric is calculated for the consolidated accounting group.
Calculation methodology and assumptions
Progression in achieving the reduction levels of marine resources incorporation in feed:
Total average percentage of achieving a reduction of marine resources incorporation in feed
for turbot and sole (direct input of average percentage for the reporting period).
Progress indicator for the year Y: Reduction on wild caught marine raw materials (%) =
((FMw + FOw)2019 – (FMw + FOw)y ) / (FMw + FOw)2019
FMw = Weighted average for fish meal content % (just from wild catch, excluding
byproducts), all pellet sizes.
FOw = Weighted average for fish oil content % (just from wild catch, excluding byproducts),
all pellet sizes.
Data for weighted average for fish meal content and fish oil content relates to the previous
reporting year (December 1, 2023 to November 30, 2024) as current year data will only be
available after the publication of the sustainability statement. This excludes feeds for diets
which are related to R&D.
E5 – Ship recycling
E5-1 Policies related to ship recycling
The Group’s strategy regarding responsible ship recycling aligns with international regulations
(such as IMO, Basel Convention and Basel Ban), industry best practices, and its internal
commitment to environmental protection and social responsibility. The Group requires all
ship recycling activities to comply with key international conventions and guidelines, including
The Hong Kong International Convention for the Safe and Environmentally Sound Recycling
of Ships (HKC). The HKC focuses on the safety of workers and environmental protection
during the recycling of ships. For relevant ships, the Group is required to comply with the
EU Ship Recycling Regulation (EUSRR). The Group is selective when choosing recycling
facilities. Shipyards must be audited and certified to comply with the HKC and are required
to demonstrate capabilities for proper waste management and worker safety. All ships
destined for recycling have an updated Inventory of Hazardous Materials (IHM). This inventory
identifies and manages hazardous materials on board, ensuring safe handling, removal, and
disposal. The Group’s Ship Recycling Policy requires the recycling team to appoint an onsite
representative to continually monitor the relevant shipyard and provides that we must also
monitor the human aspect at our approved recycling facilities, including but not limited to the
workers’ social and medical conditions and benefits, and by ensuring that workers are properly
trained and provided with appropriate personal protective equipment and first aid facilities.
E5-2 Actions and resources related to ship recycling
Past actions
Stolt Tankers is a founding signatory and member of the Ship Recycling Transparency Initiative
(SRTI), a Sustainable Shipping Initiative (SSI) project that hosts an online platform to improve
transparency and performance in the ship recycling sector. The initiative brings together
shipowners, investors, banks, insurers, cargo owners, and other stakeholders to promote
information exchange and drive responsible ship recycling practices. Stolt Tankers supports
the SRTI’s market-driven approach by providing information and ensuring its ships are recycled
at yards operating in accordance with the IMO’s Hong Kong Convention.
Actions taken in the reporting year
During FY25 no ships have been sold to recycling yards for recycling and therefore no actions
were taken during the reporting year, nor any financial resources were spent to mitigate any
potential adverse impacts related to ship recycling.
E5-3 Targets related to ship recycling
No specific targets related to ship recycling have been defined during the reporting year as no
ships have been recycled during the reporting year.
85
Stolt-Nielsen Limited | Annual Report 2025
Environmental information continued
E5-5 Resource outflows – entity specific metric related to ship recycling
E5-5 Resource outflows (unit of measurement) FY2025*
Ship recycling
Number of ships recycled. 0
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Accounting policies
Reporting boundary
Ship recycling metrics are calculated for the consolidated accounting group.
Calculation methodology and assumptions
Number of ships recycled: Total number of ships sold to recycling yards for recycling
during the reporting period (direct value input for the reporting period).
E5 – Waste
The Group’s liquid logistics businesses generate waste from repair or cleaning activities of
product residue both hazardous or not hazardous from ships, tank containers, tanks and
pipelines. Wastewater is treated onsite according to the site permit in compliance with local
laws and regulations or offsite by external waste treatment companies. Solid waste is also
disposed to third party authorised waste companies.
E5-1 Policies related to waste management
During the reporting period, the Group had no established group-wide policies that address
waste. Waste and compliance with local regulatory requirements related to waste is managed
at divisional or site level. At divisional level and site level operating procedures and agreed
ways of working are designed and/or implemented to safeguard that hazardous and residual
waste is safely removed in compliance with local regulations. All waste from ships, including
hazardous waste, is disposed of in line with the International Convention for the Prevention
ofPollution from Ships (MARPOL).
E5-2 Actions and resources related to waste
Past actions
The Group benefits from past actions and/or investments in relation to waste management
inthe current reporting period. Examples of prior actions include:
• The Group invested in wastewater treatment facilities on sites. The Houston terminal,
NewOrleans terminal and eight out of nine wholly owned container depots are equipped
with onsite wastewater treatment plants for hazardous and non-hazardous wastewater
fromships, barges, railcars and trucks. Once wastewater has been treated, it can be reused
for cleaning or will be discharged.
• The Group’s tank container business only uses ISO tank containers and no flexibags made of
plastic materials. The Group’s ISO tank containers (built in compliance with the International
Organization for Standardization (ISO) standards), are reusable over an approximate
20-year lifespan, during which they can transport cargo multiple times preventing plastic
waste in comparison to flexibags. An ISO tank container consists of a stainless-steel tank
barrel within a protective carbon steel modular frame. At the end of life of the product,
approximately 90% of the materials are recyclable. The Group aims for responsible
dismantling of ISO tank containers at the end of their lifetime.
Actions taken in the reporting year
The key actions below were taken in the reporting year and/or planned to prevent, preparing
for reuse or recycling of waste. All actions relate to own operations and are completed within
the reporting year, or the time horizon for completion is short-term (within one year after the
reporting year). In case no OpEx or CapEx is disclosed for an action or action plan, the current
and future financial and other resources allocated are considered insignificant.
• Pact actions listed above continued in the current year.
• A project was approved to start building a cleaning station in the Houston container depot
which will include a biological wastewater treatment facility to treat wastewater and
facilitate water reuse. The project is expected to be completed during the next reporting year,
with an estimated CapEx of $ 2.1 million for the wastewater treatment facility alone.
• During the reporting year 1012 ISO Tank Containers that reached their end of lifetime, were
recycled. Related emissions are accounted for under Scope 3 category 12.
• Multiple actions during the year prevented waste from being diverted to disposal. Refer to E5-5
for the impacts of those actions.
E5-3 Targets related to waste
The Group has not set group-wide targets for waste. The effectiveness of the actions
described above is tracked through measurement of resource outflows, including waste.
86
Stolt-Nielsen Limited | Annual Report 2025
Environmental information continued
E5-5 Resource outflows – waste metrics
E5-5 Resource outflows (metric tonnes) FY2025*
Waste generated in own operations
Total amount of waste generated (metric tonnes) 9,589
Total amount of waste diverted from disposal (metric tonnes) 1,770
Preparation for reuse (metric tonnes) 0
Recycling (metric tonnes) 1,770
Other recovery (metric tonnes) 0
Hazardous waste diverted from disposal (metric tonnes) 601
Non-hazardous waste diverted from disposal (metric tonnes) 1,168
Total amount of waste directed to disposal (metric tonnes) 7,820
Incineration (metric tonnes) 1,836
Landfill (metric tonnes) 5,984
Other disposal (metric tonnes) 0
Hazardous waste directed to disposal (metric tonnes) 2,941
Non-hazardous waste directed to disposal (metric tonnes) 4,879
Total amount of non-recycled waste (metric tonnes) 7,820
Total amount of non-recycled waste (%) 82%
Hazardous and radioactive waste
Total amount of hazardous waste (metric tonnes) 3,543
Total amount of radioactive waste (metric tonnes) 0
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Accounting policies
Reporting boundary
Waste metrics are calculated for the consolidated accounting group. The consolidated
accounting group includes right-of-use assets in accordance with IFRS 16 and leased-
out assets in case of an operational lease. Whilst they are included in the consolidated
accounting group, the Group does not have operational control over all leased-in and
leased-out ships. The Group has operational control over a ship when the Group or any
of its subsidiaries is registered as the Company (Document of Compliance Holder (DOC
Holder)) under the International Management Code for the Safe Operation of Ships and for
Pollution Prevention (ISM Code) and the shipowner (legal entity) has issued a Declaration
of Company in which the Company (DOC Holder) accepts such responsibility and agrees
totake over all the duties and responsibilities imposed by the ISM Code.
Calculation methodology and assumptions
Total amount of waste diverted from disposal: ∑ entity (Total amount of non-hazardous
waste reused (Metric tonnes) + Total amount of hazardous waste reused (Metric tonnes)
+ Total amount of non-hazardous waste recycled (Metric tonnes) + Total amount of
hazardous waste (Metric tonnes).
Total amount of waste directed to disposal: ∑ entity (Total amount of non-hazardous
waste directed to incineration (Metric tonnes) + Total amount of hazardous waste directed
to incineration (Metric tonnes) +Total amount of non-hazardous waste directed to landfill
(Metric tonnes).
Total amount of non-recycled waste: Total amount of non-recycled waste (Metric tonnes)
= Total amount of waste generated (Metric tonnes) -Total amount of waste recycled
(Metrictonnes).
Percentage of non-recycled waste: Rates of recyclable content in products and their
packaging (%) = Total amount of non-recycled waste (Metric tonnes) / Total amount of
waste generated (Metric tonnes).
Total amount of waste generated: ∑ entity (Total amount of non-hazardous waste reused
(Metric tonnes) + Total amount of hazardous waste reused (Metric tonnes) + Total amount
of non-hazardous waste recycled (short tonnes) + Total amount of hazardous waste
(Metrictonnes).
Estimates are included for waste from offices based on Eurostat waste factors per
employee for offices in Europe, and Worldbank waste factors per employee for waste from
offices outside of Europe. Operational waste from ships is estimated for ships that do not
have operational waste data based in internal waste intensity factors. Electronic waste
and domestic waste from ships is estimate based on head count per ship, multiplied by
an average intensity factor calculated based on available data. Waste data from ships,
terminals and depots reported in volume is converted into Kg by applying conversion
factors from the Scottish Environment Protection Agency (SEPA). An estimate has been
included to account for waste of Suttons International Holdings Limited as from the
acquisition date, based on the relative size of Suttons’ tank container fleet compared to the
tank container fleet of the Group’s tank container business, which is immaterial compared
to the waste of the rest of the Group.
87
Stolt-Nielsen Limited | Annual Report 2025
EU-Taxonomy
1. Basis of preparation
The Group reports on revenue (turnover), capital expenditure (CapEx), and operating expenses
(OpEx) associated with taxonomy-eligible and taxonomy-aligned economic activities, in
accordance with Article 8 of regulation EU (2020/852) and its delegated acts for the first time
for the financial year ending November 30, 2025. For a description of the revenue generating
business activities, refer to ESRS-2 SBM-1. Note that the land-based aquaculture revenue
generating activities of the Group are not covered by the Climate Delegated Act, nor by the
Environmental Delegated Act. As a result, these activities were not assessed for eligibility and/
or alignment.
As per the disclosure delegated act (EU 2021/2178) all the Group’s economic activities
consolidated in the financial statements of the Group are included in this assessment.
Economic activities of investments in joint ventures and associates accounted for using the
equity method and investments in equity instruments are not included. Economic activities
areconsidered regardless of their geographical location, whether inside or outside the
European Union.
The financial data in this disclosure is based on the same accounting policies as the
Group’s financial statements, International Financial Reporting Standards as adopted by the
European Union (“IFRS”) and interpretations issued by the IFRS Interpretations Committee.
The information is prepared on a group consolidated level and presented in US dollars ($).
Allvalues are rounded to the nearest $ thousand. The financial year reported is the same as
the financial year in the financial statements, from 1 December 2024 to 30 November 2025.
The EU-taxonomy disclosures have been prepared in accordance with the updated criteria and
tables as per the Delegated Act (EU) 2025/4568 which amends Delegated Act (EU) 2021/2178.
2. Assessment of EU-Taxonomy eligibility
The Group has assessed its business activities against the economic activities qualifying for
the taxonomy’s six environmental objectives. These include the activities listed in Delegated
Regulation EU 2021/2139 (the ‘Climate Delegated Act’, as amended), the gas-related activities
listed in Delegated Regulation EU 2022/1214 (the ‘Complementary Climate Delegated Act’),
the activities listed in EU 2023/2486 (the ‘Environmental Delegated Act’), and the amendments
to the Climate Delegated Act EU 2023/2485. Economic activities have been evaluated at a
business unit level by sustainability and financial functions.
The Group applied a pragmatic top-down approach, starting with assessing whether its
business activities are on the list of eligible activities as included in the delegated acts, rather
than applying a line-by-line evaluation of each revenue, CapEx and/or OpEx transaction from
the Group’s financial records. Subsequently completeness of eligible activities was assessed
by checking the applicability of all potential eligible activities listed in the Delegated Acts to
our business activities. Given that all activities listed in the Delegated Acts were assessed
at divisional level, and knowledgeable individuals from the business were involved, this
constitutes a full eligibility assessment. No business activities were excluded.
Table: Material taxonomy eligible activities related to the Group’s business activities
Activity
reference Activity Eligibility Assessment
Turnover,
CapEx, OpEx
CCM 5.3 Construction, extension
and operation of
wastewater collection
and treatment
Wastewater collection and treatment is
applicable to the Group’s tank terminal
business and tank container business.
OpEX
CCM 6.2 Freight rail transport Activity identified in tank container and
tank terminals operations.
Turnover
CCM 6.6 Freight transport
services by road
Primary business activity for the Group’s
tank container business.
Turnover,
CapEX, OpEX
CCM 6.8 Inland freight
water transport
The Group operates inland barges
(Turnover, CapEx and OpEx). In addition, the
Group’s tank container business procures
inland freight water transportation services
from third parties (OpEx).
Turnover,
CapEx, OpEx
CCM 6.10 Sea and coastal freight
water transport, ships
for port operations and
auxiliary activities
Primary business activity of the Stolt
Tankers and Avenir LNG (Turnover, CapEx
and OpEx). The Group’s tank container
business procures sea and coastal freight
water transport services from third
parties (OpEx).
Turnover,
CapEx, OpEx
CCM 6.12 Retrofitting of sea
and coastal freight
and passenger
water transport
Retrofitting and/or upgrading deep-sea
parcel and coastal tankers is applicable
to the Group’s shipping operations.
CapEx
CE 2.3 Collection and
transport of non-
hazardous and
hazardous waste
Economic activity is applicable to
the Group’s tank container and tank
terminals operations.
OpEx
CE 2.4 Treatment of
hazardous waste
Applicable to the Group’s tank container
business and terminal business.
OpEx
CCM = climate change mitigation, CE = transition to a circular economy
Environmental information continued
88Stolt-Nielsen Limited | Annual Report 2025
3. Assessment of EU-Taxonomy alignment
For an economic activity to qualify as taxonomy aligned, an activity must contribute to at
least one of the EU environmental objectives, do no significant harm (DNSH) to the other
environmental objectives and comply with minimum safeguards criteria as stated in the
delegated acts. Based on the Group’s assessment, the Group currently does not comply
withall alignment criteria in their entirety and therefore, none of the Group’s economic eligible
activities identified are Taxonomy-aligned. As no alignment can be claimed, no details are
disclosed related to the Group’s compliance with substantial contribution criteria, nor whether
the eligible activities identified do no significant harm to the other EU environmental objectives.
4. KPI’s and accounting policies
As no EU-taxonomy aligned economic activities have been identified, accounting policies for
alignment KPI’s are not disclosed. Allocation to the numerator of turnover, CapEx, and OpEx
KPIs across economic activities has been executed diligently in accordance with IFRS to avoid
double counting.
Turnover accounting policy
The turnover KPI is defined as Taxonomy-eligible turnover (numerator) divided by total turnover
(denominator) for the financial year ended November 30, 2025.
• Denominator: Total net turnover is referring to ‘Operating Revenue’ as stated in the
Consolidated Statement of Total Comprehensive Income. For IFRS accounting policy, refer
to note 4 ‘Operating Revenue’ in the financial statements.
• Numerator: The proportion of taxonomy-eligible economic activities in our total net turnover
has been calculated as the part of operating revenue derived from products and services
associated with taxonomy-eligible economic activities.
Total turnover amounts to $ 2,769,001 thousand and corresponds to the ‘operating revenue’ on
page 128 as included in the consolidated financial statements. For the year ended November
30, 2025, 69 percent of the Group’s turnover is eligible for EU-Taxonomy.
CapEx accounting policy
The CapEx KPI is defined as Taxonomy-eligible CapEx (numerator) divided by total CapEx
(denominator) for the financial year ended November 30, 2025.
• Denominator: According to the EU Taxonomy definition, the Group’s total CapEx includes
total additions to tangible and intangible assets (including from business combinations)
before depreciation, amortization, revaluations and impairments. Total taxonomy eligible
CapEx includes:
• Additions to property, plant and equipment (including capitalised interest and including
from business combinations) and deposits for ship newbuildings as disclosed in note 14
tothe consolidated financial statements on page 153.
• New leases and other increases to right-of-use assets (including from business
combinations) as disclosed in note 15 to the consolidated financial statements on page 157.
• Additions to Intangible assets (including from business combinations) as disclosed in note
16 to the consolidated financial statements on page 159.
• Numerator: In the numerator, Taxonomy-eligible CapEx includes CapEx related to assets
orprocesses associated with eligible EU Taxonomy activities only. The Group did not
consider CapEx related to the purchase of output for eligible or aligned activities and
individual measures nor did the Group consider ‘CapEx plans’ for future alignment in FY25
asthey are not applicable. The Group did not consider CapEx related to the purchase of
output from Taxonomy-aligned activities or individual measures enabling the target activities
to become low-carbon or to lead to GHG reductions.
For the year ended November 30, 2025, 84 percent of the Group’s CapEx is eligible
forEU-Taxonomy.
OpEx accounting policy
The OpEx KPI is defined as Taxonomy-eligible OpEx (numerator) divided by total OpEx
(denominator) for the financial year ended November 30, 2025.
• Denominator: According to the EU-Taxonomy definition, the total OpEx used for the
denominator consists of direct non-capitalised costs related to research and development,
building renovation measures, short-term leases, maintenance and repair. Raw materials
andother cost of inventory, selling and general administration expenses as well as
depreciation, amortisation and impairment are excluded. Other expenditures relating to
theday-to-day servicing of assets of PPE includes cost of employees from the Maintenance
Divisions. This definition is narrower than the accounting definition of OpEx in accordance
with IFRS.
• Numerator: In the numerator only OpEx related to assets or processes associated with
Taxonomy-eligible activities is included. The Group did not consider OpEx related to the
purchase of output from Taxonomy-aligned activities or individual measures enabling the
target activities to become low-carbon or to lead to GHG reductions as well as individual
building renovation measures.
For the year ended November 30, 2025, 53 percent of the Group’s OpEx is eligible
forEUTaxonomy.
Environmental information continued
89Stolt-Nielsen Limited | Annual Report 2025
5. EU-Taxonomy Tables
Table 1: Summary of the proportion of Turnover, CapEx, OpEx from products or services associated with Taxonomy‑eligible or Taxonomy‑aligned economic activities for the financial year ending November 30, 2025
Financial
year (N) 2025
KPI (1) Total (2)
Proportion
of
Taxonomy
eligible
activities (3)
Taxonomy
aligned
activities (4)
Proportion
of
Taxonomy
aligned
activities (5)
Breakdown by environmental objectives of Taxonomy aligned activities
Proportion
of enabling
activities (12)
Proportion of
transitional
activities (13)
Not
assessed
activities
considered
non-material
(14)
Taxonomy
aligned
activities
in
previous
financial
year (N-1)
(15)
Proportion
of
Taxonomy
aligned
activities
in
previous
financial
year (N-1)
(16)
Climate
Change
Mitigation (6)
Climate
Change
Adaptation
(7)
Water
(8)
Circular
Economy
(9)
Pollution
(10)
Biodiversity
(11)
Text K USD mill % K USD mill % % % % % % % % % % Currency %
Turnover 2,769,001 69% 0 0% 0% 0% 0% 0% 0% 0% 0% 69% 0% 0 0%
CapEX 1,188,040 84% 0 0% 0% 0% 0% 0% 0% 0% 0% 84% 0% 0 0%
OpEX 171,832 53% 0 0% 0% 0% 0% 0% 0% 0% 0% 53% 0% 0 0%
Table 2: Proportion of Turnover from products or services associated with Taxonomy‑eligible or Taxonomy‑aligned economic activities for the financial year ending November 30, 2025
Reported KPI Turnover
Financial year (N) 2025 Environmental objective of Taxonomy aligned activities
Economic Activities (1) Code (2)
Taxonomy
eligible KPI
(Proportion
of Taxonomy
eligible
Turnover)
(3)
Taxonomy
aligned KPI
(monetary
value of
Turnover)
(4)
Taxonomy
aligned KPI
(Proportion of
Taxonomy
aligned
Turnover)
(5)
Climate
Change
Mitigation (6)
Climate
Change
Adaptation (7)
Water
(8)
Circular
Economy
(9)
Pollution
(10)
Biodiversity
(11)
Enabling
activity (12)
Transitional
activity (13)
Proportion
of Taxonomy
aligned in
Taxonomy
eligible (14)
% Currency % % % % % % %
(E where
applicable)
(T where
applicable) %
Freight rail transport CCM 6.2 1% 0 0% 0% 0% 0% 0% 0% 0% T 0%
Freight transport services by road CCM 6.6 7% 0 0% 0% 0% 0% 0% 0% 0% T 0%
Inland freight water transport CCM 6.8 2% 0 0% 0% 0% 0% 0% 0% 0% T 0%
Sea and coastal freight water
transport, vessels for port operations
and auxiliary activities CCM 6.10 60% 0 0% 0% 0% 0% 0% 0% 0% T 0%
Depollution and dismantling of end-of-
life products CE 2.6 0% 0 0% 0% 0% 0% 0% 0% 0% 0%
Sum of alignment per objective 0% 0% 0% 0% 0% 0%
Total KPI (Turnover ) 69% 0 0% 0% 0% 0% 0% 0% 0% 0% 69% 0%
Environmental information continued
90Stolt-Nielsen Limited | Annual Report 2025
Table 3: Proportion of CapEx from products or services associated with Taxonomy‑eligible or Taxonomy‑aligned economic activities for the financial year ending November 30, 2025
Reported KPI CapEx
Financial year (N) 2025 Environmental objective of Taxonomy aligned activities
Economic Activities (1) Code (2)
Taxonomy
eligible KPI
(Proportion
of Taxonomy
eligible CapEx)
(3)
Taxonomy
aligned KPI
(monetary
value of
CapEx)
(4)
Taxonomy
aligned KPI
(Proportion of
Taxonomy
aligned CapEx
(5)
Climate
Change
Mitigation (6)
Climate
Change
Adaptation (7)
Water
(8)
Circular
Economy
(9)
Pollution
(10)
Biodiversity
(11)
Enabling
activity (12)
Transitional
activity (13)
Proportion
of Taxonomy
aligned in
Taxonomy
eligible (14)
% Currency % % % % % % %
(E where
applicable)
(T where
applicable) %
Freight rail transport CCM 6.2 0% 0 0% 0% 0% 0% 0% 0% 0% T 0%
Freight transport services by road CCM 6.6 5% 0 0% 0% 0% 0% 0% 0% 0% T 0%
Inland freight water transport CCM 6.8 2% 0 0% 0% 0% 0% 0% 0% 0% T 0%
Sea and coastal freight water
transport, vessels for port
operation and auxiliary activities CCM 6.10 76% 0 0% 0% 0% 0% 0% 0% 0% T 0%
Retrofitting of sea and coastal freight
and passenger water transport CCM 6.12 0% 0 0% 0% 0% 0% 0% 0% 0% T 0%
Acquisition and ownership
ofbuildings CCM 7.7 0% 0 0% 0% 0% 0% 0% 0% 0% 0%
Sum of alignment per objective 0% 0% 0% 0% 0% 0%
Total KPI (Capex ) 84% 0 0% 0% 0% 0% 0% 0% 0% 0% 84% 0%
Environmental information continued
91Stolt-Nielsen Limited | Annual Report 2025
Table 4: Proportion of OpEx from products or services associated with Taxonomy‑eligible or Taxonomy‑aligned economic activities for the financial year ending November 30, 2025
Reported KPI OpEX
Financial year (N) 2025 Environmental objective of Taxonomy aligned activities
Economic Activities (1) Code (2)
Taxonomy
eligible KPI
(Proportion
of Taxonomy
eligible
OpEx) (3)
Taxonomy
aligned KPI
(monetary
value of OpEx)
(4)
Taxonomy
aligned KPI
(Proportion of
Taxonomy
aligned
OpEx (5)
Climate
Change
Mitigation (6)
Climate
Change
Adaptation (7)
Water
(8)
Circular
Economy
(9)
Pollution
(10)
Biodiversity
(11)
Enabling
activity (12)
Transitional
activity (13)
Proportion
of Taxonomy
aligned in
Taxonomy
eligible (14)
% Currency % % % % % % %
(E where
applicable)
(T where
applicable) %
Construction, extension and
operation of waste water
collection and treatment CCM 5.3 4% 0 0% 0% 0% 0% 0% 0% 0% 0%
Freight rail transport CCM 6.2 0% 0 0% 0% 0% 0% 0% 0% 0% T 0%
Freight transport services
byroad CCM 6.6 3% 0 0% 0% 0% 0% 0% 0% 0% T 0%
Inland freight water transport CCM 6.8 1% 0 0% 0% 0% 0% 0% 0% 0% T 0%
Sea and coastal freight water
transport, vessels for port
operation and auxiliary activities CCM 6.10 43% 0 0% 0% 0% 0% 0% 0% 0% T 0%
Collection and transport of
non-hazardous and hazardous
waste CE 2.3 1% 0 0% 0% 0% 0% 0% 0% 0% 0%
Treatment of hazardous waste CE 2.4 1% 0 0% 0% 0% 0% 0% 0% 0% 0%
Remediation of contaminated
sites and areas PPC 2.4 0% 0 0% 0% 0% 0% 0% 0% 0% 0%
Sum of alignment per objective 0% 0% 0% 0% 0% 0%
Total KPI (OpEX ) 53% % 0% 0% 0% 0% 0% 0% 0% 53% 0%
Economic activity codes CE 2.3 and CE 2.4 include an estimate for Suttons International Holdings Limited to account for their economic activities as from the acquisition date, which
isimmaterial compared the economic activities of the rest of the Group related to these activities. An estimate has been included to split the collection and transport of non-hazardous
andhazardous waste from treatment of hazardous waste for the Group’s terminals business.
Environmental information continued
92Stolt-Nielsen Limited | Annual Report 2025
Social information
S1 – Own workforce
Refer to section ESRS 2 – IRO-1 for a description of the process to identify and assess the Group’s own workforce related impacts, risks and opportunities. The table below summarises the
Group’s identified material own workforce-related impacts and risks and how they interact with Group’s business model.
Material
matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
Health
and safety
Risk of work-related injuries, life-altering incidents and fatalities,
for the own workforce are inherent to working with (hazardous)
chemicals and food grade in the liquid logistics businesses.
Working in the land-based aquaculture business also carries
risk of work-related injuries for the own workforce.
This can pose a financial risk to the Group in terms of costs
of remediation as well as reputational damage.
Negative
impact
+
financial
risk
Actual
+ potential
O S-T,
M-T,
L-T
Health and safety risks are directly linked to the Group’s business
model in almost every aspect, from transportation, depot services,
and storage of hazardous and non-hazardous products to ensuring
safe operations for employees in high-risk environments. By
prioritising and managing safety, the Group sustains its ability to
operate efficiently, meet stringent regulations, protect its workforce,
and maintain customer trust.
Maritime
security*
Global and local geopolitical instability and conflict result
inmaritime security risks for the Group’s own workforce
atsea where criminals, terrorists and/or other with ill intent
expose our employees to health and safety risks, e.g. war,
piracy or terrorism.
Maritime security threats can cause disruptions to
our operations which impacts revenues and increases
costs, which may also impact our ability to decarbonise
(becauseof rerouting).
Negative
impact
+
financial
risk
Actual
+ potential
O S-T Increasing maritime security is important to our ways ofworking
because it protects operational assets (ships), employees, and
cargo, to support business continuity and regulatory compliance
and mitigate reputational, financial, and environmental risks.
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Social information continued
Material
matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
Equal
treatment and
opportunities
Liquid logistics and land-based aquaculture businesses have
historically been male-dominated industries. In the case
that the Group does not address the specific issues set out
in ESRS S1, sub topic equal treatment and opportunities
for all, gender equality and equal pay for work of equal
value; measures against violence and harassment in the
workplace; and diversity, this could have a negative impact
on the Group’s employee engagement, innovation, employer
branding and ability to retain talent and attract new talent.
Negative
impact
Actual O S-T,
M-T,
L-T
The Group aims to be the best employer by attracting and retaining
skilled and motivated individuals who thrive and contribute to the Group’s
success. The Group’s aims for equal opportunities and fair treatment
for its own workforce to help attract and retain a diverse workforce
that drives innovation and enhances organisational capabilities and
organisational effectiveness. The Group’s Together at Stolt strategy,
focuses on wellbeing of the own workforce and fostering a workplace
where everyone feels welcomed, valued, and empowered to thrive.
The Group’s global hiring and employment policy includes a clear
statement on our commitment to providing equal opportunities. We
recruit, train and develop 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.
In the maritime industry, employees live together on-board
ships for up to months at a time. If the Group fails to address
workplace violence and harassment effectively, this can
lead to a negative work environment, employee stress,
decreased productivity, and potential harm to physical
andmental health.
Negative
impact
Actual
+ potential
O S-T The Group prioritises preventing workplace violence and
harassment by creating a safe, respectful, and inclusive
environment for all employees by implementing several measures
to prevent workplace violence and harassment both on our ships
and onshore locations. Measures includes a code of conduct,
anti-harassment policies, training and awareness campaigns,
whistleblower channels, crisis and disciplinary procedures, and
occupational health andsafety programmes.
Social dialogue For the Group, social dialogue specifically relates to the
communication and cooperation between the Group and
employees represented through unions. A lack of effective social
dialogue with unions can lead to negative impacts for the
own workforce, and can result in labour disruptions because
of strikes, potential non-compliance with national orlocal
labour laws, reduced employee productivity, retention challenges,
escalating wage demands and aweakened organisational culture.
Some of the Group’s employees are represented through
workers representatives and/or works councils. Seafarers
are represented by national or local unions that are affiliated
with the International Transport Workers’ Federation (ITS).
Negative
impact
+
financial
risk
Actual
+ potential
O S-T,
M-T
The Group has historically been proactive in ensuring compliance
with local labour regulations, maintaining open communication
channels with employees, and addressing potential union-related
issues before they escalate.
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Material
matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
Training
and skills
development
Lack of training and skills development opportunities can
have a negative impact on employees by limiting their career
growth and leaving them ill-equipped to meet the demands
of their job and maintain safety standards.
Negative
impact
Potential O M-T,
L-T
The Group recognises that skilled employees optimise business
processes and minimise risks, aligning with the Group’s focus on
delivering efficient, reliable, and safe services to our customers in
compliance with laws and regulations. The Group also recognises
that training and skills development contributes to talent retention
and employee satisfaction. Therefore, the Group offers a range of
learning and development activities to its employees, and it has
implemented a structured performance management process to
facilitate the planning and achievement of development goals.
Working
conditions
If the Group’s employees do not receive secure employment,
experience job instability, have hourly contracts, receive low
or inadequate wages, this can negatively impact employees’
mental health, overall engagement and the Group bears the
risk of not retaining employees.
Negative
impact
Potential O M-T Secure employment, fair wages and job security, support employees
in striving for excellence, and they are more willing to commit to go
further, knowing their efforts are valued. A stable workforce builds
stronger, more effective teams across the Group’s global operations.
To foster secure employment, the Group does not offer non-
guaranteed hours contracts. All the Group’s employment processes
comply with national labour laws and regulations where the position
is based, safeguarding employees' rights and reducing any risks
of unlawful terminations or unfair practices. Compensation is in
accordance with collective bargaining agreements where applicable.
The Group reviews employee salaries annually to assess competitive
positioning within their respective markets.
* This refers to an entity specific matter. Entity-specific IRO’s are covered by entity-specific disclosures. All other IROs are covered by ESRS Disclosure Requirements.
Type: Negative impact, positive impact, financial risk, financial opportunity
Value chain: Upstream (‘U’), own operations (‘O’), downstream (‘D’)
Time horizon: Short-term (‘S-T’), medium-term (‘M-T’), long-term (‘L-T’)
Social information continued
95Stolt-Nielsen Limited | Annual Report 2025
S1 – SBM-3 – Material impacts, risks and opportunities and their interaction with
strategy and business model
Refer to paragraph ESRS 2 – SBM-3 for an overview of own workforce-related impacts
andrisks assessed to be material based on the DMA and their interaction with strategy
andbusiness model.
Own workforce encompasses employees and non-employees. Employees are all individuals
in an employment relationship with SNL or any of its subsidiaries (e.g. employment contract
with one of the Group’s legal entities, including permanent, temporary, and non-guaranteed
hours contracted employees). Non-employees are self-employed workers, individual
contractors supplying labour to the Group e.g., contractors hired to perform work typically
done by employees, agency workers, seasonal workers and other workers filling in for
temporarily absent employees. The group distinguishes between onshore workers based at
the Group’s offices, terminals, depots, sea farms or other land-based facilities and seafarers.
The Group further distinguishes administrative and general (A&G) employees and operational
(OpEx) employees. A&G employees are those employees primarily engaged in managerial,
administrative, or office-based work. OpEx employees are the Group’s skilled professionals
primarily involved in operational or technical work. This includes seafarers, terminal operators,
depot operators, maintenance staff and other roles focussed on technical and operational
tasks.
All material matters listed above are systemic in the context where the Group operates and are
applicable to the full workforce (onshore employees, seafarers and non-employees), except for
maritime security. Maritime security specifically relates to the Group’s seafarers. Material risks
for the Group arising from its own workforce are limited to health and safety, maritime security
and social dialogue with the own workforce. For more information, refer to the table above.
No material impacts on the Group’s own workforce have been identified because of
environmental transition plans for climate change or biodiversity, as the Group does not have
formal transition plans in place that meet the requirements of ESRS E1 Climate Change or
E4 Biodiversity and ecosystems. No material impacts on the Group’s own workforce have
been identified because of specific plans or actions to reduce carbon emissions in line with
international agreements. The Group does not have any activities within its own operations
that would impose a significant risk of incidents of forced labour, compulsory labour or child
labour triggered by the type of operation or the geographic areas in which the Group operates.
For more information about the potential risk of incidents of forced labour and child labour
related to workers in the Group’s value chain, refer to S2 Workers in the value chain.
As the Group 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, there are no groups of employees within the own workforce that based on
specific characteristics may be at greater risk of any of the adverse impacts identified in the
table above, except for maritime security and violence and harassment. Maritime security at
sea is only applicable to seafarers.
S1-1 Policies related to the own workforce
The group adopted group-wide policies for employees and non-employees to manage its
material impacts on its own workforce, as well as associated material risks. The Group’s
Chief People Officer (CPO), who reports directly to the Group’s CEO, is accountable for the
implementation of group-wide policies related to human resource matters (such as equal
treatment and opportunities, training and skills development, social dialogue and working
conditions) of the onshore workforce. The operational responsibility is anchored with the
local HR departments across the Group. The Presidents of the individual business units are
accountable for the implementation of the health and safety policies at depots, terminals,
sea farms, and ships for employees and non-employees. The President of Stolt Tankers,
who reports directly to the Group’s CEO, is accountable for the implementation of policies
specifically related to seafarers.
Health and safety
The Group’s Stop Work Authority programme has been in place since 2014 which is the Group’s
workplace accident prevention policy. This is the Group’s workplace accident prevention policy.
The policy empowers every employee and non-employee working for the Group to intervene
and halt any work that appears unsafe. Both onshore workers and seafarers receive training on
using this authority. They also receive a card signed by the Chief Executive Officer, available in
18 languages, reminding them of the processes for acting on and raising concerns. The Stop
Work Authority policy contains ten principles of operation:
• Always comply with company procedures and applicable rules and regulations.
• Always operate in a safe and controlled manner.
• Always ensure safety devices and alarms are in place and functioning correctly.
• Always carry out a personal safety risk assessment before performing a task.
• Always wear the correct personal protective equipment for the task.
• Always comply with permit to work systems.
• Always maintain the integrity of dedicated systems. No unauthorised overriding/masking/
disabling of alarms.
• Always address abnormal conditions and bring them to the attention of the right people.
• Always look out for yourself and the people you are working with
• Always meet or exceed customer requirements while following these Principles of Operation
Social information continued
96Stolt-Nielsen Limited | Annual Report 2025
The different businesses implemented business specific health and safety policies, work
instructions and safety and operating procedures compliant with the Group’s ten principles of
operation and applicable health and safety laws and regulations. The businesses safeguard
that the Group’s workforce is appropriately trained, numbers of incidents and near misses are
measured, that safety is being monitored and reported in line with established procedures
and compliance requirements. Safety audits are conducted regularly to assess compliance
with the Group’s safety standards and applicable laws and regulations. The Group’s shipping
operations, ships, and technical organisation are certified by the International Safety
Management (ISM) Code, which is audited annually. The ISM Code establishes proactive risk
management procedures and marine operational guidelines for health and safety management
systems, ensuring safe working conditions for employees and contractors. Stolt Tankers’ and
Avenir LNG’s health and safety management systems are compliant with the ISM Code.
Maritime security
The Group’s shipping operations, as well as the Group’s tank container and tank terminal
businesses, must comply with the International Ship and Port Facility Security Code (ISPS) as
mandated by the IMO (International Maritime Organization). Several policies and measures
are implemented to help maintain ship security. Ship security assessments are conducted,
and Ship Security Plans (SSP) are drafted tailored to each ship. A Ship Security Officer (SSO)
is assigned onboard each ship and is responsible for implementing security measures. Given
the piracy threats in some regions, Stolt Tankers enforces strict anti-piracy measures such as
routing and risk assessments, and incorporation of measures as outlined in BMP5. Examples
include increased vigilance and crew training, enhanced watchkeeping during transits through
high-risk areas and maintaining secure communication with designated maritime security
centres. If needed, hardening measures such as barbed wires, secure access points, and water
cannons are installed. In high-threat regions armed guards are employed to protect the ship.
The Group helps prepare crew for potential security incidents through regular security drills
simulating scenarios like piracy attacks, bomb threats, or hijacking. In addition, SSOs and crew
are trained on threat recognition, use of onboard security equipment, and evasive actions
andport security coordination during cargo handling to meet ISPS Code standards.
Equal treatment and opportunities
• Equal opportunities: The Group’s Global Employment and Hiring Policy include a clear
statement about equal opportunities and non-discrimination. The Group does not tolerate
discrimination in any of its practices and will not discriminate against any applicant or
employee because of race, sex, religion, national origin, age, disability, marital status
or sexual orientation in matters regarding recruitment, hiring, placement, training and
development, compensation, transfer, promotion and all other conditions and privileges of
employment.
• Equal treatment, equal pay: The Group’s compensation philosophy as included in the
Group’s Compensation Policy is to assure internal equity and external competitiveness
through a total compensation programme of pay and benefits, which will contribute to
success in talent acquisition, talent management and talent retention. The Group’s global job
position structure establishes the Group’s relative job hierarchy to compare pay internally.
Each position is evaluated by job duties, scope and authority defined by the business and
reviewed by Human Resources. Seafarers are compensated in accordance with International
Transport Workers’ Federation Union (ITF) agreements (collective bargaining agreements).
• Anti-harassment: The Group’s Global Anti-Harassment Policy expresses the Group’s
commitment to maintain a workplace that’s free of harassment, so our employees can feel
safe and happy. The Group will not tolerate anyone intimidating, humiliating or sabotaging
others in the workplace. The Group also prohibits wilful discrimination based on age, sexual
orientation, ethnicity, racial, religion or disability. The policy stipulates the staff rights and
responsibilities, how to address harassment and procedures for handling complaints of
harassment. If a worker (employee or non-employee) is found to have committed conduct
that amounts to harassment of another person, disciplinary action may be taken against
the employee, which may include termination of employment. For seafarers the People’s
Care Policy includes an explicit statement that sexual harassment, physicalharassment,
orharassmentin the form of disrespectful behaviour is not allowed. The group does not
have specific policy commitments related to inclusion or positive action for people from
groups at particular risk of vulnerability in its own workforce.
Social dialogue
• The Group’s ships operate with valid International Transport Workers’ Federation Union (ITF)
agreements (collective bargaining agreements) for the majority of seafarers onboard.
• The Group implemented employee representatives or work councils if required to comply
with local laws and regulations.
• No policies have been implemented that specifically address the social dialogue with unions.
Training and skills development
• Training and skills development: The Group’s Personal Development and Educational
Assistance Policy help employees to improve knowledge and skills in relation to their
roles and they are encouraged to develop their job knowledge, skills, and career potential.
Employees can participate in internal courses, seminars, workshops, or learning activities
offered through the Group’s Learning Management System. This system provides instructor-
led training, self-paced training and blended learning modules. External courses may also
be supported, provided they align with job requirements. Employees are encouraged to
actively discuss career aspirations with their managers and create a personal development
plan. Goals in the personal development plan help employees focus on building long-term
capabilities for current and future roles.
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97Stolt-Nielsen Limited | Annual Report 2025
The People’s Care Policy for seafarers covers training and development, performance
management, succession planning and talent management for seafarers specifically. A
competence matrix and a training matrix are implemented for all seafarers, summarising
all training requirements per rank and/or competence group. The training is compliant with
the standards of Training, Certification and Watchkeeping (STCW) for Seafarers, which sets
the baseline for competence, leading to a required Certificate of Competence for the rank.
STCW is an international convention established by the International Maritime Organization
(IMO) to set minimum qualification standards for masters, officers, and watch personnel on
seagoing merchant ships. Industry bodies and customer guidelines raise these standards
for our sea personnel. For rating ranks STCW makes up the bulk of their training requirement
and is therefore performed at approved training centres, which the Group audits. Officers
typically join as cadets, where we build their competence and confidence towards Stolt-
grown junior officers. STCW and Stolt-required trainings are managed through our Training
Matrix. The Check Compliance tool allows easy verification of these requirements.
Compliance with the competence matrix is monitored on a regular basis. Additional in-
house training events and assessments are provided via the training portal, tailored to each
rank and ship assignment. When approached positively, onboard training and assessment
becomes an investment in future officers. The competence matrix supports development
toward the next rank or opportunity.
• Performance management: The Group’s ‘Performance Management Policy’ is designed
to support high performance, recognise talent, provide opportunities for personal growth
and development and to align employee goals with the broader organisational objectives.
Employees are encouraged to actively engage in career discussions throughout the year,
identify their future potential and areas requiring enhancement, and to build skills to excel
in current roles or transition to future positions. The policy further distinct performance
goals from development goals. Performance goals are short-term targets focused on
achieving success in the current role. Development goals are longer-term objectives aimed
at preparing employees for future responsibilities or career enhancements. The policy
encourages collaboration between employees and managers to recognise and nurture
talent, drive business success through individual and team development and to foster
aculture of continuous learning and growth.
For seafarers a specific evaluation process is implemented. The evaluation process is a key
input into the seafarers’ performance management and career development. The evaluation
points as taken up in the process are behavioural and therefore require a proper onboarding
at the start of the assignment and frequent review during the contract. This will require a
mix of training, coaching and mentoring to set and review standards of behaviours that
lead to safety, efficiency and wellbeing. Department heads evaluate sea personnel during
their assignment to maintain and develop competence and performance. Shore-based
Superintendents evaluate the top two senior officers and log the evaluation in the system.
Working conditions
• Secure employment: Secure employment refers to a stable and long-term employment
relationship between an employer and employee, characterised by job security, benefits, and
opportunities for career development. All the Group’s employment processes comply with
national labour laws and regulations where the position is based, safeguarding employees’
rights and reducing any risks of unlawful terminations or unfair practices.
• Adequate wages: The Group complies with relevant employment laws and regulations in
all countries the Group operates. The Group therefore pays its employees at minimum the
countries applicable minimum wage as stipulated by laws and regulations. Compensation
is in accordance with collective bargaining agreements where applicable. The Group’s
compensation policy further specifies that employee salaries are reviewed annually to
assess competitive positioning within their respective markets. Seafaring staff wages,
overtime and vacation rates are governed by national collective bargaining agreements,
ensuring uniformity and fairness. By adhering to legal regulations, maintaining market
competitiveness, and providing profit-sharing opportunities, the Group strives to adequately
compensate employees while fostering financial security and motivating high performance.
The Group is a signatory to the UN Global Compact (UNGC). The Group supports 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.
However, the Group does not have a groupwide human rights policy and none of the Group
level policies specifically address trafficking in human beings, forced labour or child labour.
Noassessment has been performed to what extent the Group’s own workforce related
policiesare compliant with the UN Guiding Principles on Business and Human Rights, ILO
Declaration on Fundamental Principles and Rights at Work, and the OECD Guidelines for
Multinational Enterprises.
The Group’s ships operate with valid International Transport Workers’ Federation Union
(ITF) agreements (collective bargaining agreements) for the majority of seafarers onboard.
The Group also adheres to 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). Port State
Control and Flag State Inspections verify our compliance with these conventions. ISM/MLC
compliance is documented within our Ship Management System. Customer risk assessments
and inspections are conducted in accordance with the Ship Inspection Report Programme
(SIRE). These inspections and risk assessments are carried out as part of the Oil Companies
International Marine Forum/Chemical Distribution Institute (OCIMF/CDI) Tanker Management
and Self-Assessment process. The Company also undergoes periodic International Safety
Management (ISM) audits. DNV GL, the world’s largest ship classification society, carries out
these audits on behalf of theFlag States.
Social information continued
98Stolt-Nielsen Limited | Annual Report 2025
S1-2 Processes for engaging with own workforce and workers’ representatives
about impacts
The Group actively engages with its workforce and workers’ representatives to foster
transparent communication and collaboration regarding workforce-related impacts, building
trust and alignment within the organisation.The Group engages with employees through
regular communication channels such as periodic group-wide and divisional town hall
meetings, manager-employee feedback loops and internal communication platforms such
as announcements on the Group’s intranet, to support employee access to updates about
workforce policies and developments. The Group engages with workers’ representatives, such
as labour unions and joint consultation committees or joint work councils where applicable
and to comply with local labour laws and regulations. The most senior role within the Group
that has operational responsibility for engagement with Group’s own workforce and workers’
representatives about impacts is the Group’s CPO, who reports directly to the Group’s CEO.
Theoperational responsibility is anchored with the local HR departments across the Group.
The President of Stolt Tankers is responsible for engagement with seafarers.
Employee feedback is essential to fostering a collaborative and supportive workplace,
retaining talent and ensuring continued success. In 2025, the Group’s global annual employee
engagement survey (EES) provided valuable insights into the important issues for the Group’s
employees. This was also the second year where the Group’s seafarers could participate
in the EES, 48% of the Group’s seafarers participated. The overall sustainable engagement
score was 86, outperforming the logistics industry benchmark by 5%. The participation rate
was 91% of the Group’s employees excluding seafarers and 66% of the Group’s employees
including seafarers.
We also completed a third CEO Big Listen campaign to gain employees’ views on the
Company’s approach to managing people, customers and strategic objectives as part of
our two-way dialogue with our own workforce. Supporting employee development and
acknowledging achievements is integral to employee engagement. We strive to make
performance discussions positive and collaborative by incorporating 360-degree feedback.
We also conducted our annual talent review, which assesses the skills and performance of
employees to support alignment between our talent, business strategy and succession plans.
Employees were included as stakeholders in the DMA process where they were able to assess
the impact materiality of any adverse impacts on the own workforce.
S1-3 Processes to remediate negative impacts and channels for own workforce
toraise concerns
The Group has multiple channels for own workforce to raise concerns. It is essential that
employees feel safe to raise concerns about unethical behaviour and any potential, suspected
or actual breach of the Group’s Code of Business Conduct without fear of retaliation,
victimisation, discrimination or disadvantage. Employees can discuss their concerns with
localmanagers, HR, legal representatives or through the Group’s online whistleblower or
‘Speak Up’ platform. Refer to section G1 for more information on the group’s Whistleblower
Policy and Speak-Up.
The Group applies a group-wide Discipline and Grievance Policy to facilitate that workplace-
related issues are addressed and investigated transparently, fairly, and efficiently.Disciplinary
actions are usually initiated by management in response to employee misconduct, while
grievance is initiated by the employee to address concerns or dissatisfaction. Combining
these two aspects into one unified policy provides a clear framework for handling workplace
issues from both perspectives, promoting fairness and compliance while fostering a work
environment that supports open communication and accountability. The grievance process
aims to investigate and resolve the matter fairly and transparently. The Group’s grievance
policy provides employees with a structured process for addressing concerns and their
voicesare heard.
The Group’s seafarers must adhere to the Open Reporting Policy, which permits all sea
personnel, whether licensed or unlicensed, to directly report safety or environmental violations
or any other concerns directly to the Master and/or Company. Seafarers are supported
by a seafarer specific Reporting and Feedback Policy, which provides seafarers the tools
to anonymously report concerns to the Company Designated Person (DPA) ashore. This
serves as the first point for reporting escalation after concerns have been reported to the
Master. In addition, recognising that barriers to reporting undesirable behaviours can persist
despite ongoing efforts to ensure a respectful and safe working environment onboard, the
Safe Harbour initiative was implemented for seafarers. This group of confidential internal
advisorswill offer all ships’ crew members a secure and private channel to discuss sensitive
concerns, reinforcing the Group’s commitment to psychological safety and a culture of trust
across our operations.
The Group has not assessed to what extent people in its own workforce are aware of, and
trust, the channels or processes described above to raise their concerns or needs and have
them addressed.
Social information continued
99Stolt-Nielsen Limited | Annual Report 2025
Social information continued
S1-4 Taking action on material impacts on own workforce, and approaches to
managing material risks and pursuing material opportunities related to own
workforce, and effectiveness of those action
Actions taken in the reporting year
The key actions below were taken in the reporting year and/or planned to address the IRO’s
identified. All actions relate to own operations and are completed within the reporting year, or
the time horizon for completion is short-term (within one year after the reporting year). In case
no OpEx or CapEx is disclosed for an action or action plan, the current and future financial and
other resources allocated are considered insignificant.
• Health and safety:
• The Group recognises that a robust safety culture is built on continuous learning, safety
risk assessments, comprehensive training, and rigorous safety audits. Throughout
the reporting year, the Group’s businesses delivered specialist training programmes,
covering health and safety, psychological safety, emergency response, and mental health
awareness. Internal and external safety audits were conducted, verifying compliance with
internal safety procedures and international safety standards. These audits, combined
with incident investigations and lessons-learned sessions, provided valuable insights that
informed ongoing improvements to the safety management systems of the businesses.
• The Group invested in health and safety IT applications, such as the Big Yellow Fish
app for seafarers, the Filling Grade Event Management System for logistic partners of
the Group’s tank container business, the Connected Worker App and Permit-to-Work
digitisation for workers at the Group’s terminals and digitisation of health and safety
management related to value chain workers working at the Group’s sea farms. The Big
Yellow Fish app enables seafarers to contact onshore professionals such as nutritionists
and psychologists. The app enables confidential data sharing so that onshore teams can
better understand stressors onboard and where to direct support. The Connected Worker
mobile App provides work orders and dynamic digital checklists that guide the terminal
operator through the required process steps. The Filling Grade Event Management
System ensures compliance with the filling grades of the specific liquid products in the
ISO tank containers and shipped by third party carriers, as per international transportation
dangerous goods regulations such as the International Maritime Dangerous Goods Code
(IMDG) for the maritime sector.
• Maritime Security:
• No significant new actions were taken during the reporting year to prevent or mitigate
potential negative impacts related to maritime security.
• Equal treatment and opportunities:
• No specific new actions were taken during the reporting year to mitigate potential negative
impacts related to equal treatment and opportunities.
• Social Dialogue:
• The Group redesigned its global Profit-Sharing Plan and Long-Term Incentive Plan during
the reporting year and consulted workers representatives (joint works councils) if required
to comply with local laws and regulations.
• Collective bargaining agreements have been renegotiated with unions where applicable.
• Training and skills development:
• Change management: To build organisational resilience amid ongoing change, the Group
has launched the Change Compass Programme, an initiative to support the delivery of the
Group’s strategy through a structured approach to change management. The programme
aims to embed a unified change management framework across all business units
and corporate functions to drive consistency and best practice. The programme equips
employees with the tools, knowledge, and confidence to lead change initiatives effectively.
In addition, a learning network is being established to facilitate knowledge sharing,
continuous improvement, and ongoing professional development. This initiative underlines
the Group’s commitment to building organisational capability, supporting employee
empowerment, and fostering a culture of continuous improvement.
• Continuous improvement: The Group launched a Continuous Improvement
Academy offering employees hands-on training to develop problem-solving skills and
communication. Participants gain practical experience that directly enhances their
expertise and confidence to excel in driving improvement across the organisation. The
academy features four levels of certification, a white belt, yellow belt, green belt and black
belt programme.
• Lead Academy: The Group introduced the LEAD Academy; a learning and development
space created for current and future leaders of the Group. The Academy offers
development support which can take different forms dependent on the employee’s
personal development plan. The main building blocks offered to employees to develop
leadership skills are assessments, online learning, leadership programmes, on-the-job
assignments, coaching and mentoring.
• Working conditions:
• No specific actions were taken during the reporting year to mitigate potential negative
impacts related to working conditions.
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Social information continued
S1-5 – Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities
The group aims to have a safe workplace with zero work-related fatalities, zero incidents
of violence and harassment, or any other work-related harm to people. No group-wide
targets have been set for safety or maritime security metrics, however, at divisional level
the effectiveness of health and safety policies and actions is evaluated based on internal
KPI’s such as Lost Time Injury Frequency (LTIF), Total Recordable Injury Frequency (TRCF),
number of accidents and number of near misses. Root causes of accidents and near misses
are properly investigated, and corrective actions are implemented to prevent recurrence.
The effectiveness of the Group’s anti-harassment policy is tracked based on the number
ofincidents reported.
The Group has not set group-wide time-bound and outcome-oriented targets related to diversity
characteristics of the own workforce and top management, contract type mix, gender pay gap,
social dialogue and collective bargaining coverage of the own workforce, training andskills
development or working conditions, like secure employment and adequate wages. As no
targets have been set, the effectiveness of related policies and actions (if any) in relation
tothese matters cannot be assessed.
S1-6 – Characteristics of the Group’s employees
S1-6 Characteristics of the Group’s employees – gender
FY2025*
Total number of employees by gender
Male employees (head count) 6,058
Female employees (head count) 1,212
Other employees (head count) 0
Gender not reported employees (head count) 9
Total number of employees (head count) 7,279
Employee turnover
Total number of employees who left during the reporting period (head count) 525
Rate of employee turnover (%) 7%
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Total number of employees of 7,279 represent 4,087 seafarers and 3,192 employees working
onshore as per November 30, 2025. More than 99% of total seafarers are male.
S1-6 Characteristics of the Group’s employees – by country
FY2025*
Total number of employees (head count) by country for countries in which the
Group has 50 or more employees representing at least 10% of its total number of
employees (head count)
The Netherlands 4,096
Other countries 3,183
Total number of employees (head count) 7,279
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
The only country in which the Group has more than 50 employees representing at least 10%
of the Group’s total number of employees is the Netherlands. Included in the total number
ofemployees in The Netherlands of 4,096 are 3,681 seafarers that are employed by one of
theGroup’s Dutch legal entities.
S1-6 Characteristics of the Group’s employees– contract type
Split by gender
Male Female Other Not reported Total
Total number of employees by contract type,
broken down by gender
Number of permanent employees (head count) 1,992 1,108 0 8 3,108
Number of temporary employees (head count) 4,066 104 0 1 4,171
Number of non-guaranteed hours employees
(head count) 0 0 0 0 0
Total number of employees (head count) 6,058 1,212 0 9 7,279
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
The number of temporary employees of 4,171 include all 4,031 seafarers. 99% of seafarers are
temporary employees because their employment structure is based on contracts for specific
assignments or voyages rather than continuous, permanent employment.
S1-6 Characteristics of the Group’s employees – by region
Split by region
Americas APAC Europe MEA Total
Total number of employees by contract type,
broken down by region
Number of permanent employees (head count) 727 1,014 1,333 34 3,108
Number of temporary employees (head count) 0 352 3,819 0 4,171
Number of non-guaranteed hours employees
(head count) 0 0 0 0 0
Total number of employees (head count) 727 1,366 5,152 34 7,279
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
101Stolt-Nielsen Limited | Annual Report 2025
Social information continued
Accounting policies
Reporting boundary
The consolidated accounting group.
Calculation methodology and assumptions
The Group reports own workforce characteristics based on headcount, rather than full-time
equivalents (FTE). The Group reports end of the reporting period data for all workforce
related calculations, rather than an average per reporting period.
Own workforce: Refers to all individuals in an employment relationship with the Group,
including workers based on the Group’s sites, including those contracted to the Group from
third parties. Own workforce encompasses employees and non-employees (as defined
on page 96). The Group has applied the phase-in provision of ESRS 1 Appendix C, and
therefore data related to non-employees is not reported. Employees are all individuals in an
employment relationship with the Group (e.g. employment contract with one of the Group’s
legal entities, including permanent, temporary, and non-guaranteed hours contracted
employees). Employees concern both onshore workers and seafarers. Interns and cadets
awaiting assignment as per November 30, 2025, are not considered employees. Gender is
assessed in accordance with local data privacy laws and regulations.
Permanent employees: An individual employed with an indefinite contract that does not
have a pre-determined end date. They receive full employment benefits, such as paid leave,
job security, and pensions, depending on local labour laws.
Temporary employees: An individual hired for a specific period or project, usually under a
contract that has a defined start and end date. Temporary employees may fill roles during
seasonal peaks, special projects, or to cover for permanent staff absences. Seafarers are
considered temporary employees as they are employed for a specific period.
Non-guaranteed employees: An individual whose work schedule is not fixed, and the
employer has no contractual obligation to provide a minimum number of working hours.
Examples include employees with zero-hour contracts and on-call arrangements.
Full-time employees: An individual employed for the standard or agreed-upon number of
hours per week, typically defined by labour regulations or company policy. This often ranges
between 35 to 40 hours per week, depending on the country.
Part-time employees: An individual who works fewer hours than a full-time employee,
asdefined by the Group or local labour laws. They receive proportionately fewer benefits
than full-time workers.
Total number of employees by gender: Total number of employees (head count)
by gender = ∑ entity (number of employees (head count)) by gender (male, female, other,
gender not reported).
Total number of employees by contract type: Total number of employees (head count)
bycontract type = ∑ entity (number of employees (head count)) by contract type
(permanent, temporary, non-guaranteed).
Total number of employees who have left: Total number of employees (head count)
who have left = ∑ entity (number of employees) (head count)) by type (death in service,
termination, retirement, resignation) during the reporting financial year.
Rate of employee turnover: Total number of employees who have left (head count)/Total
number of employees (head count). Total number of employees who left is the aggregate
of the number of employees who leave voluntarily or due to dismissal, retirement, or death
in service.
Total number of employees (by gender, by country): Total number of employees (head
count) by gender = ∑ entity (number of employees (head count)) by gender (male, female,
other); Total number of employees (head count) by country = ∑ country (number of
employees (head count) by country (disclosed for countries in which the Group has 50
ormore employees representing at least 10% of its total number of employees). Country
isthe country of the legal entity on the employment contract.
Total number of employees (by contract type, by gender): Total number of employees
(headcount) by gender = ∑ entity (number of employees (head count)) by gender (male,
female, other); Total number of employees (head count) by contract type = ∑ contract type
(number of employees (head count) by gender.
Total number of employees (by contract type, by region): Total number of employees
(headcount) by contract type = ∑ entity (number of employees (head count)) by contract
type (permanent, temporary, non-guaranteed); Total number of employees (head count)
byregion = ∑ country (number of employees (head count) by region. Region is based
onthecountry of the legal entity on the employment contract.
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S1-8 – Collective bargaining coverage and social dialogue
The percentage of total employees covered by collective bargaining agreements amounts
to 64%. The only country in which the Group has more than 50 employees representing at
least 10% of the Group’s total number of employees, is the Netherlands. Collective bargaining
coverage of employees in the European Economic Area (EEA) amounts to 80%.
Workplace representation by means of a Work Council is only applicable for onshore
employees in the Netherlands. No European Works Council has been instated.
Collective Bargaining Coverage Social Dialogue
Coverage rate*
Employees – EEA
(for countries with >50 empl.
Representing >10% total empl.)
Employees – Non-EEA
(estimate for regions with
>50 empl. Representing
>10% total empl)
Workplace representation (EEA-
only) (for countries with >50
empl. Representing >10% total
empl.)
0-19% The Netherlands
20-39%
40-59%
60-79%
80-100% The Netherlands
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Social information continued
Accounting policies
Reporting boundary
The consolidated accounting group.
Calculation methodology and assumptions
Collective bargaining is defined by ESRS Annex II Table 2 as all negotiations which take
place between an employer, a group of employers or one or more employers’ organisations,
on the one hand, and one or more trade unions or, in their absence, the representatives
of the workers duly elected and authorised by them in accordance with national laws and
regulations, on the other, for: determining working conditions and terms of employment;
and/or regulating relations between employers and workers; and/or regulating relations
between employers or their organisations and a workers’ organisation or workers’
organisations. The employees in the Group’s own workforce covered by collective
bargaining agreements are those individuals to whom the Group is obliged to apply the
agreement.
Percentage of employees covered by collective bargaining agreements (%) = (Total
number of employees covered by collective bargaining agreements / Total number of
employees) x 100.
Percentage of employees covered by collective bargaining agreements in EEA (%) =
(Number of employees covered in EEA / Total number of employees in EEA) x 100.
Percentage of employees covered by collective bargaining agreements in EEA country
with significant employment (%): European Economic Area (EEA) countries where the
Group has significant employment (i.e., at least 50 employees representing at least 10%
ofits total employees).
Percentage of employees covered by collective bargaining agreements outside EEA (%) =
Number of employees covered outside EEA / Total number of employees outside EEA.
Percentage of employees covered by workers representatives (%) = Number of employees
in entities with workers representatives / Total number of employees.
S1-9 – Diversity metrics
S1-9 Diversity metrics – top management FY2025*
Total number and percent of employees at top management level by gender
Male employees (head count, (%)) 12
Female employees (head count, (%)) 2
Other employees (head count, (%)) 0
Gender not reported employees (head count, (%)) 0
Total number of employees at top management (head count, (%)) 14
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Top management: Top management is the Group’s management team as defined in ESRS 2
GOV-1.
S1-9 Diversity metrics – employees by age group FY2025*
Total number of employees by age group
Number of employees under 30 years old (head count) 1,611
Number of employees between 30 and 50 years old (head count) 4,329
Number of employees over 50 years old (head count) 1,339
Total number of employees (head count) 7,279
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
S1-10 – Adequate wages
S1-10 Adequate wages FY2025*
Adequate wages
Percentage of employees paid below the adequate minimum wage (%) 0%
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Calculation methodology and assumptions
Adequate wage is estimated to be equal to minimum wage. All employees are paid in
accordance with local laws and regulations and therefore paid at the respective minimum
wage. No estimations have been included.
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Accounting policies
Reporting boundary
The consolidated accounting group. The Group has applied the phase-in provision of ESRS
1 Appendix C, and therefore data related to non-employees is not reported.
Calculation methodology and assumptions
Percentage of own workforce covered by the Health & Safety Management System =
(Number of OpEx employees covered by the health and safety management system /
Total number of employees) x 100. Health & Safety Management System refers to an
occupational health and safety management system consisting of a set of interrelated
or interacting elements, such as divisional policies, objectives, processes, and resources
that provide a structured framework for managing workplace health and safety risks, with
the aim of providing a safe and healthy workplace and continually improving occupational
health and safety performance. All OpEx employees working on site and on ships are
subject to divisional occupational health and safety systems. An estimate has been
included for the number of OpEx employees of Suttons based on the percentage of OpEx
employees compared to total employees of the Group excluding Suttons.
Rate of recordable work-related accidents (TRCF) = (Total number of recordable cases
/ total hours worked) x 1,000,000. Total hours worked per employee is estimated to be a
40-hour work week or 2,080 hours per year for all onshore employees and 1,040 hours per
year for all seafarers. The Group’s businesses apply different thresholds and definitions for
a work-related accident to be considered a recordable work-related accident. Recordable
work-related accidents for corporate employees are estimated to be zero, as the health
andsafety risks inherent to the Group’s operational activities are not present at offices.
Social information continued
S1-14 – Health and safety metrics
S1-14 Health & Safety FY2025*
Health & Safety metrics (unit)
Percentage of own workforce covered by the Health & Safety Management System (%) 72%
Number of fatalities (number) 0
Number of recordable work-related accidents (number) 42
Rate of recordable work-related accidents (TRCF) (%) 3.86
Entity specific metric: Number of recorded incidents occurred due to acute injuries
related to substances of (very) high concern (number) 0
Number of critical incidents recorded (number) 0
Number of maritime security incidents (number) 1
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Number of recorded incidents occurred due to acute injuries related to substances of
(very) high concern: refers to the total number of documented cases in which individuals
sustained immediate, significant injuries caused by exposure to substances classified as
Substances of (Very) High Concern (SVHC) under applicable regulations. These incidents
typically involve direct contact, inhalation, or other acute exposure to hazardous chemicals
that pose serious risks to human health.
Number of critical incidents recorded refers to the total number of critical incidents. The
Group’s businesses apply different thresholds and definitions for an incident recorded to be
considered a critical incident recorded.
Number of maritime security incidents refers to the total number of maritime security
incidents that takes place on ships operated by Stolt Tankers upon the high seas and in
territorial waters, during the reporting period. By the ISPS Code, a security incident means
any suspicious act or circumstance threatening the security of a ship, including a mobile
offshore drilling unit and a high-speed craft, or of a port facility or of any ship/port interface
or any ship-to-ship activity (ISPS Code). These incidents include but are not limited to piracy,
armed robbery, stowaways, terrorism, smuggling, cyber attacks or unauthorised access that
compromise the safety of cargo, or operations.
The other health and safety metrics are not determined by a specific definition or
calculation, rather the metrics are determined by adding the total amount of occurrences for
the reporting period.
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S1-16 – Remuneration metrics (gender pay gap and total remuneration)
The Group is committed to pay equality at a job seniority level, that safeguards that female and
male employees doing the same or similar job role within the same country are paid equally.
The Group’s gender pay gap percentage presented below, has been calculated in accordance
with ESRS requirements. It is important not to confuse the pay gap with pay equality, as the ESRS
calculation methodology for gender pay gap does not adjust for differences in purchasing
power between countries, job roles, seniority, or experience. As a result, the reported gender
pay gap percentage should not be interpreted as a like-for-like pay comparison between female
and male employees, nor as a definitive measure of internal pay equity within the Group.
S1-16 Remuneration metrics FY2025*
Remuneration metrics
Gender pay gap (%) 25%
Total remuneration ratio (number) 123
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Accounting policies
Reporting boundary
The consolidated accounting group.
Calculation methodology and assumptions
Gender pay gap (%) = (Average gross hourly pay level of male employees ($) – Average gross
hourly pay level of female employees ($)) / Average gross hourly pay level of maleemployees ($).
To calculate gender pay gap, employees with annual salaries and part-time salaries are
converted to full-time equivalents, based on local standard contractual working hours, as
part of the calculation methodology. Annual salaries used in the calculation cover the period
January 1, 2025 to December 31, 2025. A standard formula has been applied to calculate the
hourly rate for all employees. Total hours worked per employee is estimated to be a 40-hour
work week or 2,080 hours per year for all onshore employees and 1,040 hours per year for all
seafarers. This is an estimate since actual and contractual working hours vary from country
to country. Estimates are also included to define pay and remuneration for seafarers, as
components vary based on the applicable collective bargaining agreement. Estimates are also
included to define the number of hours worked for seafarers to calculate their gross hourly
pay, and for seafarers not on duty. The Group has not adjusted the ratio for purchasing power
differences between countries. Neither have we included information regarding how objective
factors such as type of work and country of employment may influence the gender pay gap.
Annual total remuneration ratio = Annual total remuneration for the undertaking’s highest
paid individual ($) / Median employee annual total remuneration (excluding the highest paid
individual) ($). Estimates are also included to define pay and remuneration for seafarers, as
components vary based on the applicable collective bargaining agreement. Benefits in kind
are not included in total remuneration.
S1-17 – Incidents, complaints and severe human rights impacts
S1-17 Incidents, complaints and severe human rights impacts FY2025*
Total number of incidents of discrimination events including harassment (number) 27
Total number of complaints filed through channels (number) 26
Total amount of fines, penalties, and compensation for incidents of discrimination ($) 0
Total number of severe human rights incidents (number) 0
Total amount of fines for severe human rights incidents (number) 0
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
No complaints were made to the National Contact Points (NCPs) for OECD Multinational
Enterprises during the reporting period.
Accounting policies
Reporting boundary
The consolidated accounting group.
Calculation methodology and assumptions
Total amount of fines, penalties, and compensation ($) =∑ entity (amount of fines,
penalties, and compensation ($)
Total number of complaints filed through channels excludes complaints related to
discrimination and harassment as these are disclosed separately. The Group considered
three internal channels: the Group’s whistleblower platform Speak-Up, the incidents
reported by seafarers to the Sea Personnel department, and the incidents reported to
theHR department. An ‘incident’ for the purposes of this disclosure excludes ‘work-related
incidents’ as disclosed in S1-14 Health and safety metrics, and ‘confirmed incidents of
corruption and bribery’ that are disclosed in G1-4 Incidents of corruption and bribery.
Themetrics above are not determined by a specific definitions or calculation, rather the
metrics are determined by adding the total amount of occurrences for the reporting period.
Social information continued
105Stolt-Nielsen Limited | Annual Report 2025
Social information continued
S2 Workers in the value chain
Refer to section ESRS 2 – IRO-1 for a description of the process to identify and assess impacts, risks and opportunities related to workers in the value chain. The table below summarises the
Group’s identified material impacts and risks related to workers in the value chain and how they interact with Group’s business model as required by SBM-3.
Material matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
Health and safety Risks of work-related injuries, life-altering incidents and
fatalities for workers in the value chain are inherent to the
liquid logistics businesses and less so to the land-based
aquaculture business.
This can pose a financial risk to the Group in terms of costs
of remediation, incorrect management of health and safety
issues and reputational damage.
Negative
impact
+
Financial
risk
Actual
+ potential
U, D S-T,
M-T,
L-T
The health and safety of the Group’s value chain partners
directly impact the Group’s ability to maintain reliable
operations, mitigate risks, and sustain long-term growth.
Byfostering safe conditions and complying with regulations,
The Group encourages that its partners contribute positively
to its business model and reputation.
Other labour-
related
human rights
Allegations of instances of child labour and/or forced labour
within the operations of the Group’s value chain partners
such as suppliers, shipyards, (sub)contractors or customers,
could directly and indirectly harm workers in the value chain.
Negative
impact
Potential U, D S-T,
M-T,
L-T
Our commitment to human rights extends across every
level of our business, 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.
Type: Negative impact, positive impact, financial risk, financial opportunity
Value chain: Upstream (‘U’), own operations (‘O’), downstream (‘D’)
Time horizon: Short-term (‘S-T’), medium-term (‘M-T’), long-term (‘L-T’)
106Stolt-Nielsen Limited | Annual Report 2025
Social information continued
S2 – SBM-3 Material impacts, risks and opportunities and their interaction with
strategy and business model
Seafarers are part of the own workforce and therefore not considered value chain workers.
Value chain workers who could be materially impacted by the Group’s operations, products,
services, and business relationships are:
• On-site workers that are not part of the own workforce are involved in various on-site or on-
ship activities and subject to the group’s health and safety and labour standards. An example
are the riding contractors for ship maintenance brought onboard a ship to carry out repairs,
maintenance, or upgrades while the ship is underway or during port calls. Potential impacts
could be exposure to hazardous conditions and potential labour rights violations.
• Workers in joint ventures are involved in specific projects or operations where the Group
has a financial interest or management role. Potential impacts could be inconsistent labour
practices and lack of adherence to safety standards.
• Upstream value chain workers engaged in the extraction, refining, manufacturing or
processing of raw materials, construction of assets (ships, ISO tank containers, terminals,
sea farms), working for third party depots and transportation suppliers procured by the
Group’s tank container business, logistics services providers such as port suppliers, fuel
suppliers, suppliers of goods and services for daily operations and administrative suppliers.
Potential impacts could be unsafe working conditions, long working hours, low wages, poor
working conditions, exposure to hazardous conditions.
• Downstream value chain workers involved in logistics (e.g. truck drivers), distribution, ship
recycling, tank container recycling, use of sold products and restaurants, supermarkets and
wholesalers that sell fish to the end-consumer. Potential impacts could relate to unsafe
working conditions, long working hours, low wages, poor working conditions and exposure
to hazardous conditions.
• Particularly vulnerable workers including migrant workers, women, and young workers
employed by suppliers in the extended upstream or downstream value chain. Potential
impacts could relate to child labour, forced labour, exploitation, lack of access to social
protections, discrimination and unsafe working conditions.
The nature of our business inherently poses health and safety risks for workers in our value
chain. These risks are present in the shipbuilding process, dry-dock, ship maintenance, port
and fuel operations, and in recycling facilities. Potential negative impacts from our newbuilding
and recycling activities are time-bound to the period these activities take place. However,
impacts from port, fuel, and ship operations, ship maintenance, as well as dry-dock processes,
are considered systemic to our industry and are applicable across all time horizons.
The Group has identified extraction and processing of raw materials, production facilities,
shipyards and recycling yards as operations in the value chain at most significant risk of
incidents of child labour and forced labour. These risks are more prevalent in certain regions
where enforcement of labour laws is lower and there are higher economic disparities.
The Group identified one material risk arising from impacts and dependencies on value
chain workers related to health and safety for workers in the value chain. Although the Group
operates independently to a large extent, the Group’s tank container business relies on workers
within the value chain for ongoing operations. The Group continues to review and update
policies and practices to address emerging challenges related to value chain workers. Material
potential impacts on workers in the value chain have been identified related to health and
safety and forced labour and child labour.
S2-1 – Policies related to value chain workers
The Group has implemented a Supplier Code of Conduct. The most senior functions in the
organisation accountable for implementing the Group’s Supplier Code of Business Conduct
are the heads of procurement departments within the respective business units. The Group’s
Supplier Code of Conduct and whistleblowing channel Speak Up are made available on the
Group’s website for stakeholders, including value chain workers, to raise concerns about any
suspected non-compliance with the Group’s Supplier Code of Business Conduct.
The Group’s Suppliers’ Code of Conduct prescribes that all suppliers providing services on our
behalf conduct their business and achieve their targets in an ethical, honest and legal manner.
It includes a section dedicated to fair treatment and human rights, which provides (among
various other requirements) that our suppliers shall not use or engage in any indentured
or forced labour, slavery or servitude, human trafficking or compulsory labour. Social and
environmental criteria are considered for the selection of suppliers where deemed relevant.
The Group’s Suppliers’ Code of Conduct also addresses workplace health and safety. Suppliers
shall take responsibility for the health and safety of their personnel and train and educate their
personnel appropriately in respect of health and safety matters. All suppliers should strive for
asafe work environment and minimise physical and chemical hazards.
The Group has no group-wide policies adopted to manage health and safety and other labour
related human rights impacts on value chain workers, other than the Group’s Supplier Code
of Conduct.
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Although not formalised in a group-wide policy, suppliers’ minimum requirements, procedures
and work-instructions are implemented at divisional or department level to manage health
and safety and other labour related human rights impacts related to value chain workers.
Examples include:
• New building shipyards have been audited by Lloyds Register prior to the signing of
contracts to ensure compliance with the Group’s requirements; these include the yards in
Wuhu and Xiangyu. Lloyd’s Register audits generally place emphasis on health and safety
management systems, ensuring the shipyard operates in a safe manner and complies
with relevant occupational health and safety laws. Increasingly, Lloyd’s Register and similar
classification societies also consider social responsibility aspects, and working conditions.
In addition, the Group carried out its own assessment and pre-contractual visits to assess
whether Group standards are met prior to the signing of contracts.
• In accordance with the Group’s established procedures, dry dock yards that are either newly
contracted or have not been utilised within the past five years are required to undergo a
comprehensive yard audit. In 2025, one such yard was audited to ensure compliance with
our operational and safety standards. Following each dry dock, a post-docking evaluation
is conducted to systematically assess and monitor the performance of the dry dock facility,
this includes health and safety and human rights.
• Riding contractors for ship maintenance on our ships undergo a documented familiarisation
to ensure they understand the basic shipboard procedures. All incidents concerning
contractors on our ships are reported to management and included in internal safety
performance statistics. Health and safety data related to workers in the value chain is
excluded from the metrics reported in S1-14.
• The Group’s tank container business is assessing all new third-party depots and new
haulier suppliers prior to procurement to safeguard compliance with health and safety
and environmental minimum requirements of the Group’s tank container business and its
customers. This includes compliance with the Group’s Suppliers’ Code of Business Conduct
and local and international laws and regulations such as the requirements based on the
permit and ADR (Accord Dangereux Routier), which sets out the criteria for transporting
hazardous materials by road in Europe, including rules for tank container construction,
labelling, documentation, and safety procedures. Furthermore, compliance with industry
standards such as International Tank Container Organisation (ITCO) standards and Safety
& Quality Assessment for Sustainability (SQAS) standards developed by the European
Chemical Industry Council is assessed. ISO tank container manufacturers and leasing
companies are also assessed on the above criteria.
• Procurement terms and conditions are regularly revised to include obligations on suppliers
to: comply with all applicable laws, including (but not limited to) anti-slavery and human
trafficking laws, statutes, regulations and codes, not engage in any activity, practice or
conduct that would constitute an offence under the Modern Slavery Act 2015, comply with
our Suppliers’ Code of Conduct, include similar provisions in contracts with their direct
subcontractors and suppliers and to notify us as soon as they become aware of any actual
or expected slavery or human trafficking in a supply chain which has a connection with us.
• The procurement departments in collaboration with the businesses’ health and safety,
environment, technical and fleet departments (if applicable), conduct supplier audits to
assess adherence to the Group’s Supplier Code of Business Conduct and the Group’s
health and safety standards, including proper working conditions and risk reduction
measures. In addition, suppliers subject to audit are being assessed for compliance with
industry standards (e.g. ITCO, SQAS) certification and registration requirements (e.g., ISO
45001, which aligns company practices with international occupational health and safety
management systems).
• For more information on how impacts are managed related to value chain workers involved
in in ship recycling, please refer to E5.
The Group’s human rights commitment sets expectations for safeguarding human rights
across the group and in the value chain. The Group prescribes suppliers to comply with the
Group’s Supplier Code of Business Conduct, and adherence to these standards is considered
during the supplier selection process. The Group does not have a Group-wide human rights
due diligence process to identify and address any actual or potential adverse impacts
related to workers in the value chain and to monitor compliance with the Guiding Principles
on Business and Human Rights and the OECD Guidelines for Multinational Enterprises and
alignment with internationally recognised instruments, such as the UN Universal Declaration
of Human Rights and the International Labour Organisation (ILO) Declaration on Fundamental
Principles and Rights at Work. Management has not been made aware of any cases of
non-respect of the UN Guiding Principles on Business and Human Rights, ILO Declaration on
Fundamental Principles and Rights at Work or OECD Guidelines for Multinational Enterprises
that involve the Group’s upstream and downstream value chain workers.
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S2-2 – Processes for engaging with value chain workers about impacts
The Group considers the perspectives of value chain workers in the extended value chain
when making decisions or taking actions to manage actual and potential impacts related to
them. Although the Group has not adopted a general process to engage with workers in the
value chain, it gains insights into their perspectives, including those of vulnerable workers,
indirectly through publicly available information such as industry papers, country and industry
risk indicator models and internal resources like supplier audit reports and shipyard inspection
reports. Certain groups of workers in the value chain are in the position to directly engage
with the Group’s employees for example on site or on a ship. Workers at shipyards have direct
access to the Group’s employees and representatives before and during the dry-docking
period. Riding contractors have direct access to the Group’s employees onboard a ship.
Inaddition, value chain workers involved in logistics such as truck drivers have direct access
tothe Group’s employees working at the Group’s terminals, depots and sea farms.
The board and management team have the ultimate responsibility for ensuring that that
engagement happens with key external stakeholders going forward, such as workers of direct
supply chain partners, and that the results inform the Group’s approach. The operational
responsibility is anchored with the relevant business functions across the Group.
S2-3 – Processes to remediate negative impacts and channels for value chain
workers to raise concerns
Value chain workers can raise concerns and should report any non-compliance with the
Suppliers’ Code of Business Conduct immediately. The Group shall not permit any retaliation
against any individual who, in good faith, seeks advice or reports any violation or potential
violation to the Group. Value chain workers can report a violation or a potential violation of
the code or any other concerns to the Group’s employees directly or through the Group’s
whistleblower system; ‘Speak Up’. For more information, refer to G-1. The Group does not
have a process in place to assess whether value chain workers are aware of or trust these
structures to report concerns.
S2-4 – Taking action on material impacts on value chain workers, and approaches
to managing material risks and pursuing material opportunities related to value
chain workers, and effectiveness of those action
The key actions below were taken in the reporting year and/or planned to address the
IRO’s identified related to value chain workers. All actions relate to own operations and
are completed within the reporting year, or the time horizon for completion is short-term
(within one year after the reporting year). In case no OpEx or CapEx is disclosed for an
action or action plan, the current and future financial and other resources allocated are
considered insignificant.
• Regular inspections of the newbuilding shipyards were conducted during the reporting year
and findings were reported to the shipyard. In more serious cases, a correction request
is issued to the shipyards. On average, 40 site inspection reports and approximately
20 correction requests were issued per shipyard during the reporting year since the
construction of the ships commenced in April, 2025, of which some relate to health and
safety. No correction requests were related to human rights.
• All visit and inspection findings from both Lloyd Register and the Group have been addressed
and discussed with the shipyards during weekly production and quality meetings with no
material findings related to health and safety or human rights. An overview of open and
closed findings is maintained and evaluated internally on a weekly basis.
• Eleven dry docks were evaluated and one dry dock yard audit was carried out during the year.
• Supplier audits were carried out by the procurement departments and/or safety, health,
environment and quality departments of the respective divisions during the reporting year.
• The Group’s tank container business conducted audits of hauliers and third-party depots
during the year. All potential new suppliers were evaluated prior to procurement.
No significant financial resources were allocated to the actions listed above, as necessary
processes and resources are established. No material impacts requiring remedy were
identified in the reporting period. No human rights or child labour related grievance reports
against Stolt-Nielsen Limited or any of its subsidiaries were received during the reporting year.
S2-5 – Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities
The Group does not have any group-wide targets related to health and safety and other labour-
related human rights for workers in the value chain. No entity specific metrics are reported
related to workers in the value chain as the Group applies the transitional provision of ESRS
1 10.2 related to value chain information. As a result, the Group is not required to report a
metric related to workers in the value chain as not all the necessary information related to the
upstream and downstream value chain is currently available. As no metric has been defined,
no targets could be set. Although no specific targets have been set related to value chain
workers, a zero-tolerance approach is applied to any violation of health and safety laws and
regulations by the Group’s value chain partners and to any form of modern slavery or human
trafficking across any of our operations or supply chains.
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109Stolt-Nielsen Limited | Annual Report 2025
S4 Consumers and end-users
Refer to section ESRS 2 – IRO-1 for a description of the process to identify and assess impacts, risks and opportunities related to consumers and end-users. The table below summarises
theGroup’s identified material own workforce related impacts and risks and how they interact with the Group’s business model.
Material matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
Food safety* As a food producer, Stolt Sea Farm faces an inherent risk
that consumers or end-users could become ill due to its
products. If food safety is neglected, contaminants could
make their way into our fish, which could lead to allergic
reactions and health issues for consumers, potential product
recalls, potential violations of local and international food
safety laws and potential loss of food safety certifications.
Negative
impact
Potential D S-T,
M-T,
L-T
Food safety is a core element of Stolt Sea Farm’s business
model and strategy, which are designed to prevent food
safety risks and avoid negative impacts on consumers and
end users. SSF closely manages and monitors feeding,
breeding and fish welfare, submitting production processes
to rigorous external and internal controls to safeguard safe
and healthy seafood.
Our packing and processing plant is certified according
tostrict international standards (e.g. International Featured
Standards (IFS)) requiring monitoring and control of the critical
food safety aspects during all stages of processing. When
athird-party processor is involved, SSF requires similar food
safety control standards as applied internally. This is verified
byeither own employees, or external quality inspectors.
* This refers to an entity specific matter. Entity-specific IRO’s are covered by entity-specific disclosures. All other IROs are covered by ESRS Disclosure Requirements.
Type: Negative impact, positive impact, financial risk, financial opportunity
Value chain: Upstream (‘U’), own operations (‘O’), downstream (‘D’)
Time horizon: Short-term (‘S-T’), medium-term (‘M-T’), long-term (‘L-T’)
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S4 – SBM-3 Material impacts, risks and opportunities and their interaction
withstrategy and business model
Refer to paragraph ESRS 2 – SBM-3 for an overview of impacts and risks assessed to be
material based on the DMA and their interaction with strategy and business model. The land-based
aquaculture business model is business-to-business. Turbot and sole fish are sold to restaurants,
supermarkets and the hospitality sector via wholesalers.
S4-1 – Policies related to consumers and end-users
The land-based aquaculture business has a policy in place to manage adverse impacts
related to food safety. This overarching food safety, quality and environmental policy is
fostering a food safety culture and agile response in case of any customer complaints or
potential food safety concerns. The policy includes a reference to the divisional Integrated
Management System, which includes a Food Crisis Management Manual, standard operating
procedures, achecklist to assess the severity of a potential food safety incident, and a work
instruction foraction in the event of a food crisis. All documents and processes are owned
by the division’s Food Safety, Quality and Environment department. The policy is signed by
the president of the land-based aquaculture business and is applicable to all the Group’s sea
farms. All procedures are applicable to all those situations detected by the business or external
personnel which are believed to trigger a food crisis, or a food crisis itself. A food crisis is an
extraordinary situation that affects food safety or its perception by the consumer. A crisis can
originate from own operations, or an event in the upstream and/or downstream value chain.
The land-based aquaculture business has no policies in place that specifically address
human rights of consumers and end-users. The land-based aquaculture business is not
aware of any cases of non-respect of the UN Guiding Principles on Business and Human
Rights, ILO Declaration on Fundamental Principles and Rights at Work or OECD Guidelines for
Multinational Enterprises that involve consumers and end-users in its downstream value chain.
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S4-2 – Processes for engaging with consumers and end-users about impacts
The land-based aquaculture business’ Food Safety, Quality, and Environment team conducts
market research to gain insights into the perspectives of its final consumers and end-users,
and uses this information to inform their strategy. Surveys are conducted every two years
to give customers (restaurants, supermarkets and wholesalers) the opportunity to express
concerns, suggestions and opinions. The surveys also measure the level of satisfaction with
the product and customer service. Results are analysed, and follow-up actions are initiated
if required. Net Promoter Score (NPS) surveys with customers are conducted on a quarterly
basis. As the land-based aquaculture business is not directly selling to consumers and end-
users, their perspectives are assumed to be represented by our customers.
S4-3 – Processes to remediate negative impacts and channels for consumers
andend-users to raise concerns
The land-based aquaculture business has a complaints management procedure that enables
customers to report incidents and receive prompt, transparent responses. The entire process
is documented and aimed at the satisfactory resolution of each case, with follow-up to verify
the implementation of necessary actions to prevent recurrence. Customers may submit
complaints or feedback through designated channels (e.g. CRM, customer service email,
website contact forms, or by telephone). Each complaint is received and registered by the
Food Safety, Quality, and Environment department, which reviews the case and coordinates
the necessary investigation. The outcome of the investigation is communicated back to the
complainant, together with any corrective or preventive actions taken. All complaints are
documented and tracked to monitor trends and continuous improvement opportunities. For
food safety complaints or incidents specifically, a standardised checklist is used at initial
receipt of a possible food safety alert, to assess the severity of potential food safety incidents.
The land-based aquaculture business offers turbot and sole to the market under three distinct
brands. The website of Stolt Sea Farm and the website of these brands offer third parties,
including customers, consumers and end-users the opportunity to raise concerns. Additionally,
the website of the Prodemar brand, recently rebranded as Neptura, also enables the access to
the Group’s Speak Up system (also refer to G1-1 for more information).
S4-4 – Taking action on material impacts on consumers and end-users, and
approaches to managing material risks and pursuing material opportunities
related to consumers and end-users, and effectiveness of those action
Past actions
The Group’s land-based aquaculture business benefits from past actions and/or investments
related to food safety that avoid, resolve or mitigate any adverse impacts in the current
reporting period. Material impacts on consumers and end-users are systematically identified
as part of the Group’s commitment to food safety, quality, and customer satisfaction. Actions
are prioritised based on the significance of the potential impact, with particular attention to
product quality, food safety, traceability, regulatory compliance, and consumer trust. Examples
of prior actions related to food safety specifically include:
• Implementation and continuous improvement of food safety and quality management
systems, such as IFS certification.
• Implementation of product traceability systems to ensure fast and targeted action in case
ofquality or safety concerns.
• Implementation of a process for regular product testing and supplier audits to ensure
compliance with applicable regulations and company requirements.
• Implementation and maintenance of a customer complaints procedure to capture,
investigate, and resolve issues raised by consumers and end-users promptly.
• The company conducted annual drills of food crises, testing our procedures to identify
andmanage material risks related to consumer health and safety, market requirements,
andreputational aspects.
• Lessons learned from incidents or feedback are used to improve processes and
prevent recurrence.
Actions taken in the reporting year
The key actions below were taken in the reporting year and/or planned to prevent, mitigate
orremediate any negative impacts related to food safety. All actions relate to own operations
and are completed within the reporting year, unless otherwise stated. In case no OpEx or
CapEx is disclosed for an action or action plan, the current and future financial and other
resources allocated to these actions are considered insignificant.
• A food crisis drill was held covering own operations and the upstream and downstream
value chain with a simulation led by a crisis drill expert agency. The drill was held to train
anadequate response in case of a potential food safety alert to prevent a food crisis.
• Maintained IFS certification and initiated the IFS certification process for this reporting year.
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111Stolt-Nielsen Limited | Annual Report 2025
The land-based aquaculture business accredits the quality and food safety of its products
by voluntarily adhering to the IFS Food Standard Certification, among other certifications.
IFS Standard reviews the products and production processes to evaluate the food
producer’s ability to produce safe, authentic and quality products according to legal
requirements and customer specifications, as well as assessing the traceability demands.
To obtain the IFS Certificate, the business undergoes annual unannounced audits by
qualified auditors from independent accredited certification bodies. Following the audits,
anaudit report is provided with detail of the non-conformities identified.
The IFS standards scoring system classifies non-conformities as follows:
• A: full compliance
• B (deviation): almost full compliance
• C (deviation): part of the requirement is not implemented
• D (deviation): the requirement is not implemented
• Major (non-conformity): A major non-conformity can be issued to any regular requirement
(which is not defined as a KP requirement). Reasons for a Major rating are that there
is a substantial failure to meet the requirements of the standard, which includes but is
not limited to food safety and/or the legal requirements of the production and/or the
destination countries, or a process which might have an impact on food safety is out
ofcontrol.
• KO requirement: The requirement is not implemented.
Number of major non-conformities identified during food safety certification IFS audit:
Amajor non-conformity is defined as an IFS Food Standard Certification result of ‘Major’
or‘KO requirement scores with a D’ (both would mean the Certificate cannot be issued).
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Effectiveness of implemented actions is measured through KPIs such as the number of
complaints received, internal and external audit results, analysis of customer feedback, and
the renewal or maintenance of quality and food safety certifications. These indicators help to
evaluate how well the intended outcomes for consumers and end-users are being achieved.
All complaints received are investigated. A risk assessment is conducted and depending on
the type and severity of the impact, the most appropriate action is determined. Actions include
reviewing and adjusting own practices (product design, labelling, commercial communication
and sales processes); developing corrective and preventive solutions; and, where relevant,
collaborating with suppliers, customers, or industry associations to ensure an effective and
coordinated response to impacts that go beyond the internal scope. No reports of severe
human rights issues and incidents connected to its consumers and/or end-users have been
received via the channels for consumers and end-users to raise concerns.
S4-5 – Targets (and metrics) related to managing material negative impacts,
advancing positive impacts, and managing material risks and opportunities
Targets
The Group has not set targets related to food safety for the land-based aquaculture business
as this is a divisional matter. Although no targets have been set, the effectiveness of policies
and actions is tracked based on the metric reported below.
Metrics
The following entity specific metric is reported related to food safety.
S4-5 Food Safety FY2025*
Sea-farm entity specific metric
Total number of major nonconformities identified during the annual food safety
certification IFS audit 0
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Accounting policies
Reporting boundary
The consolidated accounting group.
Calculation methodology and assumptions
Food safety: Refers to the measures, practices, processes, and regulations aimed
at ensuring that the products provided are safe for human consumption and do not
pose ariskfor consumers’ health. It encompasses the good practices, as well as the
management of biological, chemical, and physical hazards throughout the production,
harvesting, processing, and distribution stages to prevent contamination of the product that
could lead to foodborne illnesses.
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G1 Business Conduct
Refer to section ESRS 2 – IRO-1 in the general disclosures for a description of the process to identify and assess business conduct related impacts, risks and opportunities. The table below
summarises the Group’s identified material business conduct related impacts and risks and how they interact with Group’s business model.
Material matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
Corruption
and bribery
The Group is expected to adhere to strong ethical guidelines
and therefore, any breach of anti-corruption laws and
regulations could have legal consequences including
personal liability, deter partnerships, harm customer
retention and harm employee morale.
Negative
impact
Potential O S-T The Group operates in highly regulated industries and
therefore maintains the highest ethical standards in all
our business activities to continue to be an employer and
business partner of choice.
Critical
incident risk
management*
If the Group is unable to rapidly respond to critical incidents
to minimise damage and recover operations swiftly, this
could result in injuries, loss of life, environmental harm,
disruption of business activities, loss or suspension of
permits or loss of licence to operate and adversely impacts
the Group’s reputation
Accordingly, this could have a material adverse effect on the
Group’s earnings, cash flows and financial position.
Negative
impact
+
financial
risk
Potential O S-T,
M-T,
L-T
The Group’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. The Group has put policies and procedures in
place to facilitate safe transport, operations and equipment
care. The Group has also tailored training programmes for
emergency response plans and employees regularly review
and test such plans through safety drills, partnering with
local incident response services and regulatory agencies.
These safety drills involve the safe evacuation of the
workforce, visitors and all other parties from the Group’s
ships, terminals, depots, farms and offices.
Cyber security* There is a risk that an external third party could gain
unauthorised access to the Group’s information technology
systems and data for the purpose of financial gain, industrial
espionage, sabotage or terrorism.
To the extent the Group might experience a breach of its
systems and be unable to protect sensitive data or physical
assets, such a breach could negatively impact the Group’s
financial position.
Negative
impact
+
financial
risk
Actual
+ potential
O S-T The Group devotes significant resources to network security,
data encryption and other security measures to protect
its systems and data, but these security measures cannot
provide absolute security.
Business conduct information
113Stolt-Nielsen Limited | Annual Report 2025
Material matter IRO description IRO type
Actual/
potential
Value
chain
Time
horizon Interaction with strategy and business model
Animal welfare* The Group’s land-based fish farming involves activities and
handling of turbot and sole that could lead to stress and
potentially suffering and reduced welfare of the fish. Fish
are held in captivity and at points transported between
facilities and tanks. Handling and treatments may affect
the fish negatively in terms of reduced appetite, stress and
potentially reduced welfare.
Negative
impact
Potential O S-T,
M-T
The Group’s land-based aquaculture approach is centred
around maintaining high fish welfare standards and
systematically creating an environment where turbot
andsole can thrive and remain healthy.
* This refers to an entity specific matter. Entity-specific IRO’s are covered by entity-specific disclosures. All other IROs are covered by ESRS Disclosure Requirements.
Type: Negative impact, positive impact, financial risk, financial opportunity
Value chain: Upstream (‘U’), own operations (‘O’), downstream (‘D’)
Time horizon: Short-term (‘S-T’), medium-term (‘M-T’), long-term (‘L-T’)
The Group’s Code of Business Conduct (the Code) aims to ensure that we conduct our
business and pursue and achieve our objectives in an ethical and honest manner, acting with
integrity and in a way that is compliant with applicable laws and regulations. The Code sets
clear rules of conduct related to safety, compliance with laws and regulations, confidentiality
and company information and data protection, conflict of interest, insider trading, proper
accounting and record keeping, internal control system, relationships with external parties,
combatting financial crime, communities and political activities, commissions, and modern
slavery. The section dedicated to the risk of modern slavery which provides that all personnel
must be aware of the modern slavery risks faced by those in our industries and adopt
suitable practices, including conducting sufficient due diligence, in order to mitigate these
risks as much as possible. It also sets standards for maintaining professional relationships
and avoiding conflicts of interest, bribery and corruption. The Group aims to promote a
culture in which employees feel able to raise genuine concerns without fear of victimisation,
discrimination or disadvantage. Anyone who breaches the Code is subject to disciplinary
action, up to and including termination of employment. The Code is published in hard copy
atthe majority of our sites/offices and on the intranet. All employees must adhere to the Code.
Each year, the Code is reviewed by the Board of Directors through its Audit Committee, to
assure it remains relevant and up to date with the needs of our business and wider society.
In FY26 the Code of Business Conduct will be updated. All office-based staff are required
to conduct an online training and reconfirm compliance with the Code on an annual basis,
and all office-based staff must complete a training module to maintain their awareness
andunderstanding of anti-bribery and corruption measures as from the next reporting year
onanannual basis.
G1-1– Business conduct policies and corporate culture
The Group establishes, develops, promotes, and evaluates its corporate culture in multiple
ways. To establish its culture the Group articulates its goals through clear values, purpose and
strategic aspirations. These are embedded in foundational documents like the Group’s Code
of Business Conduct and communicated Group-wide. The core values (e.g., collaboration,
pragmatic action, commitment, and solution creation) are consistently referenced, shaping the
shared assumptions and group norms. The company nurtures its culture by integrating these
values into everyday practices such as onboarding, training, and performance management.
Shared assumptions are reinforced through leadership actions and group norms, encouraging
employees to align their behaviour with the Group’s mission and values. The Group actively
promotes its culture by celebrating successes that exemplify its values, recognising employees
who embody the desired behaviours, and using internal communications to highlight stories
that reinforce the Group’s norms. The Code of Business Conduct and mission statements are
visible and accessible, serving as ongoing reminders. The Group evaluates its culture through
regular feedback mechanisms, performance reviews, compliance checks against the Code of
Business Conduct, and the employee engagement survey. The employee engagement survey
provides valuable insights into how employees perceive and experience the company’s values,
beliefs, and group norms. Results from the survey help leadership identify strengths and
areas for improvement, ensuring that the culture remains aligned with corporate goals and is
continuously strengthened.
The Group has four key policies on business conduct matters: the Group’s Code of Business
Conduct policy, The Global Anti-Bribery and Corruption Policy, Fraud and Whistleblowing Policy
and the Antitrust Compliance Policy.
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114Stolt-Nielsen Limited | Annual Report 2025
The Group’s Global Anti-Bribery and Corruption Policy establishes the Group’s unequivocal
stance against bribery and corruption and sets forth the expectations and obligations of
all employees and third parties acting on the Group’s behalf. The Group is in the process
of assessing whether the policy is consistent with the principles and requirements of the
United Nations Convention against Corruption (UNCAC). The policy explicitly prohibits bribery,
embezzlement, and other corrupt practices, and outlines preventive measures, reporting
mechanisms, and disciplinary actions in line with UNCAC provisions. The Group’s approach also
includes regular employee training, due diligence procedures, and a commitment to international
cooperation and asset recovery where applicable. The policy is reviewed periodically to ensure
ongoing alignment with evolving legal requirements. The Group did not define functions
within the Group that are most at risk of corruption and bribery. The Head of Internal Audit is
designated as the Anti-Corruption Officer and monitors compliance, investigates concerns,
reports findings to senior management, andreviews the Global Anti-Bribery and Corruption
Policy and its implementation annually to ensure compliance with all relevant laws and regulations.
As a result, the investigator of allegations orincidentsofcorruptionandbribery (if any) is
separate from the chain of management potentially involved in the matter. In December 2025
(after the reporting year) the Group launched an online Global Anti-Bribery and Corruption
training required for all A&G employees.
Stolt Tankers is a member of the Maritime Anti-Corruption Network (MACN), which is working
to create a maritime industry free of corruption and to foster a culture of integrity. Stolt Tankers
has specific anti-corruption and bribery policy and guidelines for all offices and ships that
operate under the ISM Document of Compliance of Stolt Tankers B.V. It provides rules and
procedures for implementing the Group’s Global Anti-Bribery and Corruption Policy aboard a ship.
The Group has a group-wide Fraud and Whistleblowing Policy. The whistleblowing process
is designed to facilitate prompt investigation of alleged impropriety whilst offering protection
from victimisation for those raising genuine concerns. It is essential that employees feel safe
to raise concerns about unethical behaviour and any potential, suspected or actual breach
of the Code of Business Conduct without fear of retaliation, victimisation, discrimination
or disadvantage. Employees can discuss their concerns with local managers, HR, legal
representatives or through our online Speak Up platform. This platform allows internal and
external stakeholders to report unlawful behaviour or behaviour in contradiction to the Group’s
Code of Business Conduct, confidentially and anonymously if they choose, directly to the Chair
of the Audit Committee and the Group’s Head of Internal Audit. The Group has procedures
in place to investigate business conduct incidents reported through the Speak Up platform,
including incidents of corruption and bribery, promptly, independently and objectively. In the
reporting year, 36 Speak Up reports were received. Two Speak Up reports related to allegations
of fraud/corruption and have been investigated. Both were found to be unsubstantiated. All
reports are included as part of our ongoing internal audit fraud risk assessment. Of the 36
Business conduct information continued
whistleblowing reports received, 69% were submitted anonymously. All Speak Up reports
are appropriately investigated, and 28% of the reports were substantiated on some level.
Tosupport the continued effectiveness of Speak Up to raise their concerns, employees
received renewed guidance on when and how to use this resource during the reporting year.
Concerns can be reported online here: report.whistleb.com/en/stolt-nielsen.
The Group’s Antitrust Compliance Policy sets out the Group’s core antitrust compliance
requirements. The Group requires adherence to all relevant antitrust and competition laws;
without exceptions. The policy applies to all employees and non-employees worldwide. It
also applies to controlled joint ventures and any secondees or directors acting on the Group’s
behalf. The policy emphasizes documentation, legal oversight for higher-risk activities, and
ongoing training to ensure compliance and prevent violations. In December 2025 (after the
reporting year) the Group launched an online Antitrust & Competition Law training required
forall A&G employees.
Policies specifically related to animal welfare are disclosed in section G1 – Animal Welfare
tomeet the requirements of ESRS G1-1 10 (f).
G1-3 – Prevention and detection of corruption and bribery
Refer to G1-1 for a description of the Group’s key procedures to prevent, detect, and address
allegations about corruption and bribery. Training programmes that cover anti-corruption and
bribery include the annual Code of Business Conduct training and anti-bribery and corruption
trainings offered to seafarers.
All members of the Management Team completed the Code of Business Conduct training
during the reporting year, except for one team member who joined the Group late in the
reporting year. This Management Team member completed the 2025 Code of Business
Conduct training, when rolled out to all eligible employees in December 2025. The Code of
Business Conduct training was not offered to the Board, as they are not considered employees.
No other training was offered to the Board that covers anti-corruption and bribery during the
reporting year.
The Group’s A&G employees are required to complete the online annual Code of Business
Conduct training. All employees employed and eligible as per December 1, 2024, the first
day of the reporting period, completed the training during the reporting period. The Code of
Business Conduct training was also offered onsite to OpEx workers of the Group’s land-based
aquaculture business upon onboarding during the reporting year. Seafarers are required to
conduct a seafarer specific anti-bribery and corruption training upon initial hiring. As per
November 30, 2025, 100% of seafarers employed for the first time during the reporting year
completed the seafarer anti-bribery and corruption training.
115
Stolt-Nielsen Limited | Annual Report 2025
Whilst the rest of the seafarers do not complete the anti-bribery and corruption training
annually, they are reminded of the Group’s anti-bribery and corruption policy while onboard
ona daily basis. The Group’s anti-bribery and corruption policies, along with MACN guidance,
are prominently displayed on board ships through posters and stickers.
The percentage of functions-at-risk covered by training programmes is reported below.
TheGroup’s anti-corruption and bribery policy does not distinguish between functions at risk
for corruption and bribery and functions not at risk for corruption and bribery, as all employees
(OpEx and A&G) are considered functions-at-risk. As the Code of Business Conduct training is
primarily offered to A&G employees, who represent 26% of total employees, and the seafarer
specific anti-bribery and corruption training is only offered to seafarers upon initial hiring,
the percentage of functions-at-risk covered by training programmes, undertaken during the
reporting period, amounts to 25%. The Group is exploring ways to increase this percentage in
the next reporting year.
G1-3 Prevention and detection of corruption and bribery FY2025*
Percentage of functions-at-risk covered by training programmes (%) 25%
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Accounting policies
Reporting boundary
The consolidated accounting group.
Calculation methodology and assumptions
Percentage of functions-at-risk covered by training programmes (%) = Total number of
functions-at-risk covered by trainings programmes at the end of reporting period / Total
number of all functions-at-risk at the end of reporting period.
A function at risk from a fraud perspective refers to anyoperational area, division, or
processwhere gaps in internal controls, external interactions, high-value transactions, or
sensitive data handling could lead to intentional deception for personal or financial gain.
TheGroup’s anti-corruption and bribery policy does not distinguish between functions at
risk for corruption and bribery and functions not at risk for corruption and bribery, therefore
all employees are considered functions-at-risk.
G1-4 – Incidents of corruption or bribery
G1-4 – Confirmed Incidents of corruption and bribery FY2025*
Number of convictions for violation of anti-corruption and anti-bribery laws (number) 0
Amount of fines for violation of anti-corruption and anti-bribery laws ($) 0
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Accounting policies
Reporting boundary
The consolidated accounting group.
Calculation methodology and assumptions
Number of convictions for violation of anti-corruption and anti-bribery laws: the total number
of confirmed legal convictions related to breaches of anti-corruption and anti-bribery laws.
This includes any legal judgments where an entity or individual has been found guilty
ofviolating laws designed to prevent corruption and bribery.
Business conduct information continued
116Stolt-Nielsen Limited | Annual Report 2025
G – Entity specific matters
Four business conduct related matters have been deemed material based on the Group’s DMA
process that are not specifically addressed by ESRS G1 and therefore require entity specific
disclosures in accordance with the minimum disclosure requirements on policies, actions,
metrics and targets as required by ESRS 2 MDR-P, MDR-A, MDR-M and MDR-T. The matters
covered in this section are critical incident risk management, cyber security, animal welfare
and traceability of fish feed.
G1 – Critical Incident Risk Management
Policies adopted to manage critical incidents and risk
The Group’s assets and procedures are designed to avoid accidents, contaminations,
spills, leaks, fires and explosions, with safety equipment installed to minimise the impact
of such incidents. The Group’s business units have put policies and procedures in place to
safeguard safe transport, operations and equipment care. The Group has also tailored training
programmes for emergency response plans and employees regularly review and test such
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 Company’s ships, terminals, depots, sea farms and offices. In case of any critical incident
the Group’s Significant Event Management Policy should be adhered to.
An incident or event is deemed to be a significant event or critical incident in case if it meets
one of the following definitions:
• Any event involving death(s) or significant personal injuries to any person occurring at any
site, office, facility, asset or ship, the workplace or resulting from events at the workplace.
• Any claim made against the Group of $ 15 million or more, whether insured or not;
• Any event affecting the Group or any joint venture interest where the potential negative
financial impact (meaning losses or costs) is in excess of $ 5 million;
• Any event the publicity of which may have a significant detrimental effect on the reputation
of the Group, with or without any financial impact. There is no financial threshold applied to
this, for example any event constituting a criminal offence, pollution violation, civil unrest,
fires or explosions and damage to the environment, breach of the Code of Conduct, the
Antitrust Policy or Anti-Corruption Policy (refer to G1 for more information); and
• A P0 cyber-attack will be considered a significant event, for more information refer to G1 –
Cyber security.
The Group has adopted a Group-wide Significant Event Management Policy designed
to facilitate a structured approach for managing significant events that may impact the
organisation. The policy provides clear guidelines on reporting, managing significant
events, and sharing learning from these events. It is supported by detailed divisional event
management procedures tailored to the specific needs of the Group’s diverse business
units. Significant events, as defined by the policy, include major incidents that may affect
the organisation’s operations, reputation, or pose risks such as litigation. In the case of
a significant event, it must be immediately reported to the Chief Executive Officer (CEO),
Chief Financial Officer (CFO), Business President, Business Health and Safety Manager,
General Counsel, Head of Operational Audit and Head of Corporate Communications to
establish prompt action. This group forms the Significant Event Management Team (SEMT),
responsible for coordinating the response and may include additional members if needed.
Significant events are managed by the senior management of the impacted business unit,
adhering to designated response plans (for example, emergency response plans for Stolt
Tankers or Stolthaven Terminals). Following the resolution of a significant event, lessons
learned are shared and integrated into company practices to enhance preparedness and
prevent recurrence.
Actions and resource, metrics and targets in relation critical incident risk management
Actions, resources, metrics and targets in relation to critical incident risk management are
disclosed elsewhere in the sustainability statement. These are included within S1 related
to health and safety incidents, E2 related to pollution incidents (if any), S4 for food safety
incidents (if any) and G1 for cyber-attacks (if any).
G1 – Cyber security
Policies adopted to manage cyber security
The Group has implemented policies to manage cybersecurity risks and protect sensitive
data, IT systems, and business continuity. The Group’s information security policy framework,
including cybersecurity, is based on industry good practices and follows the recommendations
of the IMO and National Institute of Standards and Technology (NIST).
The Group’s Information Security Policy defines the framework for information security
across all business units and IT systems. This policy applies to employees, non-employees,
subsidiaries, service providers, and partners handling the Group’s data and IT infrastructure.
Key principles include regular monitoring and enforcement of compliance, implementation
of controls based on NIST’s Cybersecurity Framework, reviews and updates made annually
or when there are organisational or regulatory changes, and it aims to safeguard against
unauthorised access, data breaches, and IT misuse.
The Group’s Information Risk Management Policy focuses on identifying, assessing, and
mitigating risks specifically related to cybersecurity and information assets. The policy
encourages proactive risk management processes, with regular reporting and reviews.
Atleast annually, a business impact analysis should be conducted to determine critical
business processes, the requirements of process owners in terms of information security,
critical applications and systems, dependencies with other processes and third parties,
Business conduct information continued
117Stolt-Nielsen Limited | Annual Report 2025
andtheimpact of interruption of supporting services on critical organisational processes.
At least annually, a threat and risk assessment should be conducted to identify where the
organisation is exposed, both in terms of internal and external threats. Risks should be
recorded in a central risk register. Appropriate risk management actions should be taken based
on risk management strategies: resolve, mitigate, transfer (e.g. insurance or outsourcing)
oraccept the risk.
The Group’s Technical Security Management Policy covers technical measures for
cybersecurity such as network monitoring for suspicious activities, encryption of data during
transit and at rest, multi-factor authentication and VPNs for remote access, and requirements
for regular testing and maintenance of detection systems. The policy further assigns clear
roles for accountability in managing cybersecurity events and defines procedures for
third-party service provider activity monitoring.
The Group’s HR, Awareness & Training Policy requires all A&G employees, external contractors,
and third-party stakeholders to be educated and equipped with the necessary knowledge
to protect the Group’s information assets. It requires ongoing training and awareness
programs to mitigate risks related to information security, including phishing attacks, social
engineering, and other cyber threats. The policy is aimed to foster vigilance and accountability
in safeguarding company assets. The policy further requires an evaluation of organisational
resilience against phishing threats by conducting phishing simulation tests. Trainings are also
aimed to drive behavioural changes to minimise exposure to cyber risks.
The Group’s Third-Party Management Policy covers the management of third-party risks
related to cybersecurity. It facilitates proper vetting, monitoring and management of vendors
and partners.
The Group has virus, spam and malware protection, an isolated environment for its business
applications, firewalls and other network and data centre protection, and an identity
management system. These security measures are still vulnerable to third-party security
breaches, employee error, malfeasance, faulty password management or other issues. The
Group devotes resources to network security, data encryption and other security measures to
protect its systems and data, but these security measures cannot provide absolute security.
The Group’s Incident Management Policy facilitates that information security and IT incidents
are recorded and analysed, evaluated, prioritised, resolved, and documented in a controlled
manner, in response to changing operating conditions, thus minimising business interruptions.
Past actions
The Group benefits from past actions and/or investments in cyber security that avoid, resolve
or mitigate any potential (effects of) cyber security incidents in the current reporting period.
Examples of prior actions include:
• To reduce cyber-risks, security measures have been implemented in accordance with
theNIST Cyber Security Framework (CSF).
• The Group implemented a Security Operations Centre (SOC) with security incident and event
management (SIEM) capabilities to analyse correlation of events to detect and respond
tocyber-attacks.
• Cyber security KPI’s are reported weekly to the management team.
• Multi-factor authentication (MFA) has been implemented to secure all remote access.
• Identity and access management (IAM) system has been implemented to grant authorised
users the right to use a service, while preventing access to non-authorised users.
• Rigid vulnerability scanning with risk-based prioritisation to quickly mitigate vulnerabilities.
• User awareness is regularly tested by simulated phishing emails.
• Cybersecurity tabletop exercises were conducted to test incident response.
Actions taken in the reporting year
The key actions listed below were taken in the reporting year to avoid, resolve or mitigate cyber
security incidents and risks. All actions relate to own operations and are completed within the
reporting year (except for the third-party risk assessment), or the time horizon for completion
is short-term (within one year after the reporting year). In case no OpEx or CapEx is disclosed
for an action or action plan, the current and future financial and other resources allocated are
considered insignificant.
• A Cyber Security, AI and Digital Oversight Committee (CADOC) was established during the
reporting year. The committee meets quarterly, with all members of the management team
in attendance.
• The SOC has been enhanced with operational technology expertise, extending visibility
andresponse into industrial operations.
• Cyber security penetrating testing has been conducted and lessons learned are incorporated
into relevant policies, processes and procedures.
• Operational technology security monitoring was implemented for six terminals amounting
to$ 0.2 million CapEx.
• The cybersecurity operations team was expanded.
• A third-party risk assessment was initiated to assess external partners and keep risk at an
acceptable, visible, and controlled level. The assessment is expected to be completed within
the next reporting year.
• Cyber security awareness trainings were conducted for own workforce with system access
to the Group’s online learning environment.
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118Stolt-Nielsen Limited | Annual Report 2025
Metrics in relation to cyber security
G – Cyber security FY2025*
Number of P0 cyber security incidents 0
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Accounting policies
Reporting boundary
The consolidated accounting group.
Calculation methodology and assumptions
Cybersecurity incidents are prioritised and categorises with response plans. The Group
applies 5 priority levels, of which P0 has the highest priority. For reporting purposes, the
number of security incidents with the highest priority level are reported. A P0 cybersecurity
incident is an enterprise-wide crisis to the organisation. It requires rapid, coordinated
response across IT, executive leadership, communications and external partners, triggering
business continuity or crisis protocols.
Targets in relation to cyber security
Whilst the Group has not set Group-wide targets for cyber security, the Group aims to have
zero P0 cyber security incidents.
G1 – Animal welfare
Policies adopted to manage animal welfare
The Group’s land-based aquaculture business does not have policies exclusively dedicated to
animal welfare; however, each farm has an Animal Welfare Plan that forms part of its Health
Programme. This Health Programme is reviewed annually in collaboration with responsible
veterinarians and establishes basic guidelines for animal welfare in our operations, focusing
onthe following key areas:
• Parameters and recommended stocking densities for turbot and sole.
• Fasting periods and conditions for fish handling and harvesting operations.
• Harvesting, stunning, and humane slaughtering procedures follow international and national
animal welfare standards.
• Humane sacrifice procedures for fish not intended for human consumption (discards
andmoribund fish).
• Evaluation of critical risks such as loss of water supply and corresponding action plans.
The scope of each Health Programme is exclusive to its corresponding farm, identified by
thefarm’s unique livestock operation code and specific characteristics. The Health Programme
is applicable to all farms and is subject to review by veterinary authorities. The senior manager
on site is accountable for the implementation of the Health Programme.
In addition to the Health Programme, the land-based aquaculture business formalised a Fish
Welfare Roadmap, that includes several projects for welfare improvement within its operations,
from handling operations to stunning and sacrifice procedures. This roadmap was developed
by the divisional Fish Welfare Department and approved by divisional management.
Actions and resources in relation to animal welfare
Past actions
The Group’s land-based aquaculture business still benefits from past actions and/or
investments related to animal welfare that avoid, resolve or mitigate any adverse impacts
inthe current reporting period. Some of the key past actions include:
• In coordination with the Research and Development department, a research initiative
was launched focused on advancing knowledge of animal welfare. A collaboration was
established with the PhystoFish Research Group at the University of Vigo to explore key
topics, such as validating stunning methods and evaluating the effects of production
practices on stress experienced by fish.
• Technical employees were trained on fish welfare in aquaculture by FishEtho Group, an NGO
led by academics specialised in fish ethology and welfare.
• Stolt Sea Farm is part of APROMAR, the aquaculture business association of Spain that
brings together aquaculture companies. This association, together with researchers,
governmental authorities and NGOs established a collaborative animal welfare network
todevelop general and species-specific best-practice welfare guides.
• Specific stunning methods were developed specifically for turbot.
Actions taken in the reporting year
The key actions below were taken in the reporting year and/or planned to avoid, resolve or
mitigate any negative impacts related to animal welfare. All actions relate to own operations
and are completed within the reporting year, unless otherwise stated. In case no OpEx or
CapEx is disclosed for an action or action plan, the current and future financial and other
resources allocated are considered insignificant.
• Completion of the scientific validation and publication of mechanical stunning in turbot,
confirming its effectiveness in safeguarding welfare during the stunning and sacrifice
phase (expected to be published within one year after the reporting year). This new and
scientifically validated stunning method for turbot is being implemented gradually over time,
and therefore not yet used for 100% of the fish during the reporting year.
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119Stolt-Nielsen Limited | Annual Report 2025
Business conduct information continued
• Contributing to a sector-wide perspective to support the development of Aquaculture
Advisory Council (AAC) recommendations for the draft factsheets on Good Husbandry
Practices for turbot and sole.
• In collaboration with the animal welfare network of the aquaculture business association
APROMAR the first welfare guide for turbot was developed.
• Quantifiable and measurable animal welfare indicators are being developed, enabling
the assessment of animal welfare values within own operations. Indicators will cover
physio-somatic, behavioural and environmental metrics. This will support the evaluation
of processes and situations, allowing for accurate quantification of welfare status. The
implementation is expected to be completed in the medium-term (between one and five
years after the reporting year).
Metrics in relation to animal welfare
G – Animal Welfare metric FY2025*
Percentage of production sites certified to third party animal welfare standards (%) 100%
* Presenting comparative numbers and year-on-year movements is omitted for the first year of reporting.
Accounting policies
Reporting boundary
The consolidated accounting group.
Calculation methodology and assumptions
Animal welfare: In the context of SSF, animal welfare refers to meeting the physical,
nutritional, and environmental requirements the fish need and result in reduced mortality,
improved growth, and good fish health. Furthermore, protection of farmed fish welfare
isanimportant aspect of the social acceptability of aquaculture.
Percentage of production sites certified to third party animal welfare standards =
(Number of production sites certified by third party animal welfare Standard Global G.A.P.
as at the year-end date / Total number of production sites) x 100. We voluntary adhere to
Global G.A.P. standard to certify the good aquaculture practices that govern the activity in
our farms. Global G.A.P. Integrated Farm Assurance for Aquaculture is a global standard
which certifies responsible farming practices at all stages of primary production, covering
key topics such as food safety, the environment (including biodiversity), animal welfare,
workers’ well-being, production processes, and traceability. Chapter AQ20 of the Standard
addresses the welfare of farmed aquatic species at all stages of the production chain,
fromhealth, biosecurity, feed, hatchery, adequate facilities and equipment to harvesting
andtransportation.
Targets in relation to animal welfare
The Group’s land-based aquaculture business aims to have all production sites certified
toanimal welfare standards.
120
Stolt-Nielsen Limited | Annual Report 2025
Business conduct information continued
IRO-2 Data points that derive from other EU regulation
The table below provides an overview ESRS data points that derive from other EU legislation, as per ESRS 2 Appendix B and where this information can be found, if deemed material.
Disclosure requirement Data point
SFDR
reference
Pillar 3
reference
Benchmark
regulation
reference
EU Climate
law
reference Section Page
ESRS 2 GOV-1 21 (d) – Board’s gender diversity
X X GOV-1 44
ESRS 2 GOV-1 21 (e) – Percentage of board members who are independent
X GOV-1 44
ESRS 2 GOV-4 30 Statement on due diligence paragraph
X GOV-4 46
ESRS 2 SBM-1 40(d)i – Involvement in activities related to fossil fuel activities
X X X SBM-1 48
ESRS 2 SBM-1 40(d)ii – Involvement in activities related to fossil fuel activities
X X SBM-1 48
ESRS 2 SBM-1 40(d)iii – Involvement in activities related to fossil fuel activities
X X SBM-1 48
ESRS 2 SBM-1 40(d)iv – Involvement in activities related to fossil fuel activities
X SBM-1 48
ESRS E1-1 14 – Transition plan to reach climate neutrality by 2050 paragraph 14
X E1-1 66
ESRS E1-1 16(g) – Undertakings excluded from Paris-aligned Benchmarks
X X E1-1 66
ESRS E1-4 34 – GHG emission reduction targets
X X X E1-4 68
ESRS E1-5 38 – Energy consumption from fossil sources disaggregated by sources
(only high climate impact sectors
X E1-5 69
ESRS E1-5 37 – Energy consumption and mix
X E1-5 69
ESRS E1-5 40-43 – Energy intensity associated with activities in high climate impact
sectors paragraphs
X E1-5 69
ESRS E1-6 44 – Gross Scope 1, 2, 3 and Total GHG emissions
X X X E1-6 70
ESRS E1-6 53-55 – Gross GHG emissions intensity
X X X E1-6 71
ESRS E1-7 56 – GHG removals and carbon credits
X Not material Not material
ESRS E1-9 66 – Exposure of the benchmark portfolio to climate-related physical risks
X Phase-in Phase-in
ESRS E1-9 66(a), 66 (c) – Disaggregation of monetary amounts by acute and chronic
physical risk, Location of significant assets at material physical risk
X Phase-in Phase-in
ESRS E1-9 67(c) – Breakdown of the carrying value of its real estate assets by energy-
efficiency classes
X Phase-in Phase-in
ESRS E1-9 69 – Degree of exposure of the portfolio to climate- related opportunities
X Phase-in Phase-in
ESRS E2-4 28 – Amount of each pollutant listed in Annex II of the E- PRTR Regulation
(European Pollutant Release and Transfer Register) emitted to air, water
and soil
X E2-4 77
ESRS E3-1 9 – Water and marine resources
X E3-1 78
ESRS E3-1 13 – Dedicated policy
X E3-1 78
ESRS E3-1 14 – Sustainable oceans and seas
X E3-1 78
ESRS E3-4 28(c) – Total water recycled and reused
X E3-4 79
ESRS E3-4 29 – Total water consumption in m 3 per net revenue on own operations
X E3-4 79
121Stolt-Nielsen Limited | Annual Report 2025
Disclosure requirement Data point
SFDR
reference
Pillar 3
reference
Benchmark
regulation
reference
EU Climate
law
reference Section Page
ESRS 2 SBM3 – E4 16(a)i
X E4 - SBM-3 81
ESRS 2 SBM3 – E4 16(b)
X E4 - SBM-3 81
ESRS 2 SBM3 – E4 16(c)
X E4 - SBM-3 81
ESRS E4-2 24(b) – Sustainable land / agriculture practices or policies paragraph
X Not material 81
ESRS E4-2 24(c) – Indicator number 14 Table #2 of Annex 1
X E4-2 81
ESRS E4-2 24(d) – Policies to address deforestation
X Not material Not material
ESRS E5-5 37(d) Non-recycled waste
X E5-5 87
ESRS E5-5 39 – Hazardous waste and radioactive waste
X E5-5 87
ESRS 2 SBM3 – S1 14(f) – Risk of incidents of forced labour
X S1 - SBM3 96
ESRS 2 SBM3 – S1 14(g) – Risk of incidents of child labour
X S1 - SBM3 96
ESRS S1-1 20 – Human rights policy commitments
X S1-1 98
ESRS S1-1 21 Due diligence policies on issues addressed by the fundamental
International Labor Organisation Conventions 1 to 8
X S1-1 98
ESRS S1-1 22 – Processes and measures for preventing trafficking in human beings
X S1-1 98
ESRS S1-1 23 – Workplace accident prevention policy or management system
X S1-1 98
ESRS S1-3 32(c) – Grievance/complaints handling mechanisms
X S1-3 99
ESRS S1-14 88(b), 88(c) – Number of fatalities and number and rate of work-
related accidents
X X S1-14 104
ESRS S1-14 88(e) – Number of days lost to injuries, accidents, fatalities or illness
X Phase-in Phase-in
ESRS S1-16 97(a) – Unadjusted gender pay gap
X X S1-16 105
ESRS S1-16 97(b) – Excessive CEO pay ratio
X S1-16 105
ESRS S1-17 103(a) – Incidents of discrimination
X S1-17 105
ESRS S1-17 104(a) – Non-respect of UNGPs on Business and Human Rights and
OECD Guidelines
X X S1-17 105
ESRS 2 SBM3 – S2 11(b) – Significant risk of child labour or forced labour in the value chain
X S2 - SBM-3 107
ESRS S2-1 17 – Indicator number 9 Table #3 and Indicator n. 11 Table #1 of Annex 1
X S2-1 107
ESRS S2-1 18 – Policies related to value chain workers
X S2-1 107
ESRS S2-1 19 – Non-respect of UNGPs on Business and Human Rights principles and
OECD guidelines
X X S2-1 107
ESRS S2-1 19 – Due diligence policies on issues addressed by the fundamental
International Labor Organisation Conventions 1 to 8
X S2-1 107
ESRS S2-4 36 – Human rights issues and incidents connected to its upstream and
downstream value chain
X S2-4 109
ESRS S3-1 16 – Human rights policy commitments
X Not material Not material
Business conduct information continued
122Stolt-Nielsen Limited | Annual Report 2025
Disclosure requirement Data point
SFDR
reference
Pillar 3
reference
Benchmark
regulation
reference
EU Climate
law
reference Section Page
ESRS S3-1 17 – Non-respect of UNGPs on Business and Human Rights principles and
OECD guidelines
X X Not material Not material
ESRS S3-4 36 – Human rights issues and incidents
X Not material Not material
ESRS S4-1 16 – Policies related to consumers and end-users
X S4-1 110
ESRS S4-1 17 – Non-respect of UNGPs on Business and Human Rights and
OECD guidelines
X X S4-1 110
ESRS S4-4 35 – Human rights issues and incidents
X S4-4 111
ESRS G1-1 10(b) – United Nations Convention against Corruption
X G1-1 114
ESRS G1-1 10(d) – Protection of whistleblowers
X G1-1 114
ESRS G1-4 24(a) – Fines for violation of anti-corruption and anti-bribery laws
X X G1-4 116
ESRS G1-4 24(b) – Standards of anti- corruption and anti- bribery
X G1-4 116
Business conduct information continued
123Stolt-Nielsen Limited | Annual Report 2025
Independent Sustainability Auditor’s Limited Assurance Report
To the General Meeting ofStolt-Nielsen Limited
Independent Sustainability Auditor’s Limited Assurance Report
Limited Assurance Conclusion
We have conducted a limited assurance engagement on the consolidated sustainability
statement ofStolt-Nielsen Limited (the «Company») included in the ‘Sustainability Statement’
of the ‘Directors’ Report’ (the «Sustainability Statement»),as at30 November 2025and forthe
year then ended.
Based on the procedures we have performed and the evidence we have obtained, nothing
has come to our attention that causes us to believe that the Sustainability Statement is
not prepared, in all material respects, in accordance with the Norwegian Accounting Act
section2-3, including:
• compliance with the European Sustainability Reporting Standards (ESRS), including that the
process carried out by the Company to identify the information reported in the Sustainability
Statement (the «Process») is in accordance with the description set out in the ‘ESRS 2–IRO-1
– Description of the process to identify and assess material impacts, risks and opportunities’
section of the Sustainability Statement; and
• compliance of the disclosures in the ‘EU-Taxonomy’ section of the Sustainability Statement
with Article 8 of EU Regulation 2020/852 (the «Taxonomy Regulation»).
Basis for Conclusion
We conducted our limited assurance engagement in accordance with International Standard
on Assurance Engagements (ISAE) 3000 (Revised), Assurance engagements other than
audits or reviews of historical financial information («ISAE 3000 (Revised)»), issued by
theInternational Auditing and Assurance Standards Board.
We believe that the evidence we have obtained is sufficient and appropriate to provide
abasis for our conclusion. Our responsibilities under this standard are further described
in the Sustainability Auditor’s Responsibilities section of our report.
Our Independence and Quality Management
We have complied with the independence and other ethical requirements as required by
relevant laws and regulations in Norway and the International Code of Ethics for Professional
Accountants (including International Independence Standards) issued by the International
Ethics Standards Board for Accountants (IESBA Code), which is founded on fundamental
principles of integrity, objectivity, professional competence and due care, confidentiality
andprofessional behaviour.
The firm applies International Standard on Quality Management 1, which requires the firm
to design, implement and operate a system of quality management including policies or
procedures regarding compliance with ethical requirements, professional standards and
applicable legal and regulatory requirements.
Responsibilities for the Sustainability Statement
The Board of Directors and the Management Team (Management)are responsible for
designing and implementing a process to identify the information reported in the Sustainability
Statement in accordance with the ESRS and for disclosing this Process in the ‘ESRS 2 – IRO-1
– Description of the process to identify and assess material impacts, risks and opportunities’
section of the Sustainability Statement. This responsibility includes:
• understanding the context in which the Group’s activities and business relationships take
place and developing an understanding of its affected stakeholders;
• the identification of the actual and potential impacts (both negative and positive) related
tosustainability matters, as well as risks and opportunities that affect, or could reasonably
be expected to affect, the Group’s financial position, financial performance, cash flows,
access to finance or cost of capital over the short-, medium-, or long-term;
• the assessment of the materiality of the identified impacts, risks and opportunities related
tosustainability matters by selecting and applying appropriate thresholds; and
• making assumptions that are reasonable in the circumstances.
Management is further responsible for the preparation of the Sustainability Statement,
inaccordance with the Norwegian Accounting Act section 2-3, including:
• compliance with the ESRS;
• preparing the disclosures inthe ‘EU-Taxonomy’ section of the Sustainability Statement,
incompliance with the Taxonomy Regulation;
• designing, implementing and maintaining such internal control that Management determines
is necessary to enable the preparation of the Sustainability Statement that is free from
material misstatement, whether due to fraud or error; and
• the selection and application of appropriate sustainability reporting methods and making
assumptions and estimates that are reasonable in the circumstances.
Inherent limitations in preparing the Sustainability Statement
In reporting forward-looking information in accordance with ESRS, Management is required
toprepare the forward-looking information on the basis of disclosed assumptions about
events that may occur in the future and possible future actions by the Group. Actual outcomes
are likely to be different since anticipated events frequently do not occur as expected.
124
Stolt-Nielsen Limited | Annual Report 2025
SustainabilityAuditor’s Responsibilities
Our responsibility is to plan and perform the assurance engagement to obtain limited
assurance about whether the Sustainability Statement is free from material misstatement,
whether due to fraud or error, and to issue a limited assurance report that includes our
conclusion. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence decisions
ofusers taken on the basis of the Sustainability Statement as a whole.
As part of a limited assurance engagement in accordance with ISAE 3000 (Revised)
we exercise professional judgement and maintain professional scepticism throughout
the engagement.
Our responsibilities in respect of the Sustainability Statement, in relation to the Process, include:
• Obtaining an understanding of the Process, but not for the purpose of providing a conclusion
on the effectiveness of the Process, including the outcome of the Process;
• Considering whether the information identified addresses the applicable disclosure
requirements of the ESRS; and
• Designing and performing procedures to evaluate whether the Process is consistent
withtheCompany’s description of its Process set out in the ‘ESRS 2 – IRO-1 – Description
ofthe process to identify and assess material impacts, risks and opportunities’ section
ofthe Sustainability Statement.
Our other responsibilities in respect of the Sustainability Statement include:
• Identifying where material misstatements are likely to arise, whether due to fraud or error; and
• Designing and performing procedures responsive to where material misstatements
are likely to arise in the Sustainability Statement. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud
mayinvolve collusion, forgery, intentional omissions, misrepresentations, or the override
ofinternal control.
Summary of the Work Performed
A limited assurance engagement involves performing procedures to obtain evidence about
the Sustainability Statement. The procedures in a limited assurance engagement vary in
nature and timing from, and are less in extent than for, a reasonable assurance engagement.
Consequently, the level of assurance obtained in a limited assurance engagement is
substantially lower than the assurance that would have been obtained had a reasonable
assurance engagement been performed.
The nature, timing and extent of procedures selected depend on professional judgement,
including the identification of disclosures where material misstatements are likely to arise
inthe Sustainability Statement, whether due to fraud or error.
In conducting our limited assurance engagement, with respect to the Process, we:
• Obtained an understanding of the Process by:
• performing inquiries to understand the sources of the information used by management
(e.g., stakeholder engagement, business plans and strategy documents); and
• reviewing the Company’s internal documentation of its Process; and
• Evaluated whether the evidence obtained from our procedures with respect to the Process
implemented by the Company was consistent with the description of the Process set out
inthe ‘ESRS 2 – IRO-1 – Description of the process to identify and assess material impacts,
risks and opportunities’ section of the Sustainability Statement.
In conducting our limited assurance engagement, with respect to the Sustainability
Statement, we:
• Obtained an understanding of the Group’s reporting processes relevant to the preparation
ofits Sustainability Statement by:
• Obtaining an understanding of the Group’s control environment, processes,
andinformation system relevant to the preparation of the Sustainability Statement,
butnotfor the purpose of providing a conclusion on the effectiveness of the Group’s
internal controls; and
• Obtaining an understanding of the Group’s risk assessment process;
• Evaluated whether the information identified by the Process is included
intheSustainability Statement;
• Evaluated whether the structure and the presentation of the Sustainability Statement
isinaccordance with the ESRS;
• Performed inquiries of relevant personnel and analytical procedures on selected information
in the Sustainability Statement;
• Performed substantive assurance procedures on selected information
intheSustainability Statement;
• Where applicable, compared disclosures in the Sustainability Statement with
thecorresponding disclosures in the financial statements and other sections of the
BoardofDirectors’ report;
• Evaluated the methods, assumptions and datafor developing estimates and
forward-looking information;
Independent Sustainability Auditor’s Limited Assurance Report continued
125Stolt-Nielsen Limited | Annual Report 2025
• Obtained an understanding of the Company’s process to identify taxonomy-eligible
and taxonomy-aligned economic activities and the corresponding disclosures in the
Sustainability Statement;
• Evaluated whether information about the identified taxonomy-eligible and taxonomy-aligned
economic activities is included in the Sustainability Statement; and
• Performed inquiries of relevant personnel, and substantive procedures on selected
taxonomy disclosures included in the Sustainability Statement.

Oslo, 17 March 2026
PricewaterhouseCoopers AS
Peter Wallace
State Authorised Public Accountant – Sustainability Auditor

Independent Sustainability Auditor’s Limited Assurance Report continued
126Stolt-Nielsen Limited | Annual Report 2025
Financial
Statements
127Stolt-Nielsen Limited | Annual Report 2025
Consolidated Statement of Total Comprehensive Income

|  | For the years ended November 30 |
(in US $ thousands, except per share data) | Notes | 2025 | 2024
Operating Revenue | 3, 4 | 2,76 9,001 | 2,890,625
Operating Expenses | 5 | (1,74 6,37 0) | (1,851,01 0)
|  | 1,02 2,631 | 1,039,615
Depreciation and amortisation | 14, 15, 16 | (340, 448) | (298,757)
Gross Profit |  | 682, 183 | 740,858
Share of profit of joint ventures and associates | 17 | 43,511 | 62,758
Administrative and general expenses | 5 | (300, 794) | (274,087)
Gain on disposal of assets, net | 7 | 520 | 7,485
Other operating income |  | 2,33 1 | 2,821
Other operating expenses |  | (1,24 7) | (1,305)
Operating Profit |  | 426,504 | 538,530
Non-Operating (Expense) Income |  |  |
Finance expenses on lease liabilities | 8 | (19,4 12) | (14,177)
Finance expenses on debt | 8 | (121, 345) | (112,001)
Finance income | 8 | 7,28 0 | 16,258
Gain on step-up acquisitions of Avenir and Hassel |  |  |
Shipping 4 A.S. | 33 | 75,190 | –
Foreign currency exchange gain (loss), net |  | 6,21 0 | (4,045)
Other non-operating income, net |  | 15,478 | 16,550
Profit before income tax |  | 389, 905 | 441,115
Income tax expense | 9 | (39,7 49) | (46,356)
Net Profit |  | 350, 156 | 394,759
Earnings per share: |  |  |
Basic | 31 | 6.57 | 7.38
Diluted | 31 | 6.57 | 7.38

|  | For the years ended November 30 |
(in US $ thousands) | Notes | 2025 | 2024
Net Profit |  | 350, 156 | 394,759
Items that will not be reclassified subsequently to profit |  |  |
or loss: |  |  |
Actuarial gain on pension schemes | 25 | 1,59 1 | 1,913
Share of actuarial gain on pension scheme of joint venture | 17 | – | 531
Deferred tax adjustment on defined benefit and other post-employment benefit obligations | 9 | (23) | (920)
Items that may be reclassified subsequently to profit |  |  |
or loss: |  |  |
Net loss on cash flow hedges |  | (6,81 9) | (11, 942)
Reclassification of cash flow hedges to income statement |  | (5,32 6) | 3,077
Share of net loss on cash flow hedges held by joint |  |  |
ventures | 17 | (3,95 0) | (2,273)
Deferred tax adjustment on cash flow hedges | 9 | 577 | 327
Exchange differences arising on translation of foreign |  |  |
operations |  | 42,008 | (20,167)
Exchange differences arising on translation of joint |  |  |
ventures and associates | 17 | 10,567 | (12,223)
Change in value of investment in equity instruments | 18 | 3,12 1 | 40,455
Net profit (loss) recognised as other comprehensive income |  | 41,746 | (1,222)
Total Comprehensive Income |  | 391, 902 | 393,537

Notes 1 to 34 are an integral part of these Consolidated Financial Statements.
128Stolt-Nielsen Limited | Annual Report 2025
Consolidated Balance Sheet

|  | As of November 30 |
(in US $ thousands) | Notes | 2025 | 2024
ASSETS |  |  |
Current Assets: |  |  |
Cash and cash equivalents | 10 | 144, 557 | 334,738
Receivables, net | 11 | 361, 918 | 376,732
Inventories, net | 12 | 12,127 | 7,295
Biological assets | 12 | 72,520 | 52,545
Prepaid expenses | 13 | 114, 490 | 95,222
Derivative financial instruments | 22 | 8,44 9 | 7,014
Income tax receivable | 9 | 10,125 | 4,647
Other current assets |  | 31,956 | 34,885
Total Current Assets |  | 756, 142 | 913,078
Property, plant and equipment | 14 | 3,49 4,177 | 2,775,044
Right-of-use assets | 15 | 384, 596 | 331,492
Deposit for newbuildings |  | 105, 742 | 41,328
Investments in and advances to joint ventures |  |  |
and associates | 17 | 627, 377 | 719,563
Investment in equity and debt instruments | 18 | 248, 350 | 205,274
Deferred tax assets | 9 | 11,958 | 18,488
Intangible assets and goodwill | 16 | 90,984 | 42,455
Employee benefit assets | 25 | 26,278 | 24,082
Derivative financial instruments | 22 | 3,99 2 | 2,337
Insurance claims receivable | 19 | 13,277 | 12,848
Other non-current assets |  | 11,889 | 16,613
Total Non-Current Assets |  | 5,01 8,620 | 4,189,524
Total Assets |  | 5,77 4,762 | 5,102,602

The Financial Statements on pages 128 to 198 were approved by the Board of Directors on
March 17, 2026 and signed on its behalf by
Udo Lange
Jens F. Grüner-Hegge
Chief Executive Officer
Chief Financial Officer

|  |  | As of November 30
(in US $ thousands) | Notes | 2025 | 2024
LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |
Current Liabilities: |  |  |
Short-term bank loans | 23 | 65,000 | –
Current maturities of long-term debt | 24 | 292, 295 | 195,645
Current lease liabilities | 15 | 75,032 | 58,581
Accounts payable | 20 | 124, 926 | 96,325
Accrued voyage expenses and unearned revenue | 20 | 68,816 | 70,862
Dividend payable | 30 | 53,177 | 66,972
Accrued expenses and deferred revenue | 20 | 274, 739 | 282,158
Provisions | 26 | 464 | 521
Income tax payable | 9 | 19,355 | 24,505
Derivative financial instruments | 22 | 4,24 6 | 7,342
Other current liabilities |  | 42,918 | 56,031
Total Current Liabilities |  | 1,02 0,968 | 858,942
Long-term debt | 24 | 1,84 2,127 | 1,647,127
Long-term lease liabilities | 15 | 327, 156 | 285,430
Deferred tax liabilities | 9 | 120, 497 | 109,629
Employee benefit liabilities | 25 | 19,858 | 20,197
Derivative financial instruments | 22 | 11,320 | 12,671
Long-term provisions | 26 | 17,367 | 15,049
Other non-current liabilities |  | 1,31 2 | 1,223
Total Non-Current Liabilities |  | 2,33 9,637 | 2,091,326
Total Liabilities |  | 3,36 0,605 | 2,950,268
Shareholders’ Equity | 30 |  |
Founders’ Shares |  | 14 | 14
Common Shares |  | 58,524 | 58,524
Paid-in surplus |  | 195, 466 | 195,466
Retained earnings |  | 2,44 7,124 | 2,216,245
Other components of equity |  | (167, 213) | (206,864)
|  | 2,53 3,915 | 2,263,385
Less – Treasury shares |  | (119, 984) | (111,051)
Equity Attributable to Equity Holders of SNL |  | 2,41 3,931 | 2,152,334
Non-Controlling Interests |  | 226 | –
Total Shareholders’ Equity |  | 2,414,157 | 2,152,334
Total Liabilities and Shareholders’ Equity |  | 5,77 4,762 | 5,102,602

Notes 1 to 34 are an integral part of these Consolidated Financial Statements.
129Stolt-Nielsen Limited | Annual Report 2025
Consolidated Statement of Changes in Shareholders’ Equity

|  |  |  |  |  |  |  |  | Attributable to | Non - |
| Common | Founder’s | Paid-in | Treasury | Retained | Foreign |  |  | equity holders | Controlling | Shareholders’
(in US $ thousands) | Shares | Shares | surplus | shares | earnings | currency (a) | Hedging (a) | Fair value (a) | of SNL | Interests | Equity Total
Balance, December 1, 2023 | 58,524 | 14 | 195, 466 | (111, 051) | 1,96 7,219 | (204, 310) | 9,68 7 | (9,49 5) | 1,90 6,054 | – | 1,90 6,054
Comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |
Net profit | – | – | – | – | 394,759 | – | – | – | 394,759 | – | 394,759
Other comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |
Translation adjustments, net | – | – | – | – | – | (32,390) | – | – | (32,390) | – | (32,390)
Remeasurement of post-employment benefit obligations, net of tax | – | – | – | – | 1,524 | – | – | – | 1,524 | – | 1,524
Fair value adjustment on equity investments | – | – | – | – | – | – | – | 40,455 | 40,455 | – | 40,455
Net loss on cash flow hedges and reclassifications to income |  |  |  |  |  |  |  |  |  |  |
statement, net of taxes | – | – | – | – | – | – | (10, 811) | – | (10, 811) | – | (10,811)
Total other comprehensive income (loss) | – | – | – | – | 1,524 | (32,390) | (10, 811) | 40,455 | (1,222) | – | (1,222)
Total comprehensive income (loss) | – | – | – | – | 396, 283 | (32,3 90) | (10,8 11) | 40,455 | 393, 537 | – | 393, 537
Transactions with shareholders |  |  |  |  |  |  |  |  |  |  |
Cash dividends paid – $2.75 per Common Share (b) | – | – | – | – | (147,190) | – | – | – | (147,190) | – | (147,190)
Cash dividends paid – $0.005 per Founder’s Share (b) | – | – | – | – | (67) | – | – | – | (67) | – | (67)
Total transactions with shareholders | – | – | – | – | (147,257) | – | – | – | (147,257) | – | (147, 257)
Balance, November 30, 2024 | 58,524 | 14 | 195, 466 | (111, 051) | 2 ,216,245 | (236,700) | (1,12 4) | 30,960 | 2,15 2,334 | – | 2,15 2,334
Comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |
Net profit | – | – | – | – | 350,156 | – | – | – | 350,156 | – | 350,156
Other comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |
Translation adjustments, net | – | – | – | – | – | 52,575 | – | – | 52,575 | – | 52,575
Remeasurement of post-employment benefit obligations, net of tax | – | – | – | – | 1,568 | – | – | – | 1,568 | – | 1,568
Fair value adjustment on equity investments | – | – | – | – | – | – | – | 3,121 | 3,121 | – | 3,121
Net loss on cash flow hedges and reclassifications to income |  |  |  |  |  |  |  |  |  |  |
statement, net of taxes | – | – | – | – | – | – | (1 5,518) | – | (15,518) | – | (15,518)
Total other comprehensive income (loss) | – | – | – | – | 1,568 | 52,575 | (15,518) | 3,121 | 41,746 | – | 41,746
Total comprehensive income (loss) | – | – | – | – | 351, 724 | 52,575 | (15,5 18) | 3,12 1 | 391, 902 | – | 391, 902
Transactions with shareholders |  |  |  |  |  |  |  |  |  |  |
Cash dividends paid – $2.25 per Common Share (c) | – | – | – | – | (120,171) | – | – | – | (120,171) | – | (120,171)
Cash dividends paid – $0.005 per Founder’s Share (c) | – | – | – | – | (66) | – | – | – | (66) | – | (66)
Purchase of treasury shares | – | – | – | (8,933) | – | – | – | – | (8,933) | – | (8,933)
Consolidation of Avenir LNG Ltd | – | – | – | – | – | – | – | – | – | 6,350 | 6,350
Acquisition of Avenir LNG Ltd non-controlling interests | – | – | – | – | (1,135) | – | – | – | (1,135) | (6,350) | (7,485)
Acquisition of Suttons International Holdings Limited | – | – | – | – | – | – | – | – | – | 226 | 226
Transfer on disposal of Ganesh Benzoplast Limited shares | – | – | – | – | 527 | – | – | (527) | – | – | –
Total transactions with shareholders | – | – | – | (8,93 3) | (120, 845) | – | – | (527) | (130, 305) | 226 | (130, 079)
Balance, November 30, 2025 | 58,524 | 14 | 195, 466 | (119, 984) | 2,44 7,124 | (184, 125) | (16,6 42) | 33,554 | 2,41 3,931 | 226 | 2,41 4,157

a. Other components of equity on the balance sheet of $16 7.2 million and $206.9 million at November 30, 2025 and 2024, respectively, are composed of foreign currency, hedging and fair value.
b. The $147. 2 million is the 2023 final and 2024 interim dividends for Common Shares and $0.1 million for Founder’s Shares.
c. The $120. 2 million is the 2024 final and 2025 interim dividends for Common Shares and $0.1 million for Founder’s Shares.
Notes 1 to 34 are an integral part of these Consolidated Financial Statements.
130Stolt-Nielsen Limited | Annual Report 2025
Consolidated Statement of Cash Flows

|  | For the years ended November 30 |
(in US $ thousands) | Notes | 2025 | 2024
Cash generated from operations | 32 | 760, 062 | 543,879
Interest paid |  | (132, 442) | (119,546)
Debt issuance costs |  | (7,27 4) | (5,743)
Interest received |  | 6,52 2 | 14,763
Income taxes paid |  | (51,8 32) | (21,740)
Net cash generated from operating activities |  | 575, 036 | 411,613
Cash flows from investing activities |  |  |
Capital expenditures | 14 | (236, 693) | (229,537)
Purchase of intangible assets | 16 | (4,46 7) | (6,593)
Acquisition of additional shares in Avenir LNG Ltd, net of cash acquired | 33 | (64,0 55) | –
Acquisition of additional shares in Hassel Shipping 4 A.S., net of cash acquired | 33 | (90,4 87) | –
Acquisition of Suttons International Holdings Limited, net of cash acquired | 33 | (75,2 25) | –
Deposits for newbuildings | 14 | (39,2 48) | (41,328)
Investments in joint ventures and associates | 17 | (6,60 0) | (14,520)
Proceeds from sales of assets | 14 | 37,244 | 64,745
Repayment of advances to joint ventures | 17 | 1,75 4 | 6,061
Advances to joint ventures | 17 | (22,0 14) | (65,169)
Purchase of Stolt Ventures investments | 18 | (12,8 60) | –
Purchase of Golar convertible notes | 18 | (12,0 00) | –
Purchase of shares in equity instruments | 18 | (3,71 8) | (35,600)
Other, net |  | 16 | 811
Net cash used in investing activities |  | (528, 353) | (321,130)
Cash flows from financing activities |  |  |
Increase in loans payable to banks | 23 | 65,000 | –
Proceeds from issuance of long-term debt | 24 | 524, 453 | 518,326
Repayment of long-term debt | 24 | (602, 016) | (519,643)
Principal payments on leases | 15 | (70,4 96) | (64,130)
Purchase of Avenir LNG Ltd’s non-controlling interest | 33 | (7,48 5) | –
Purchase of treasury shares | 30 | (8,93 3) | –
Dividends paid | 30 | (134, 032) | (133,876)
Net cash used in financing activities |  | (233, 509) | (199,323)
Net decrease in cash and cash equivalents |  | (186, 826) | (108,840)
Effect of exchange rate changes on cash and cash equivalents |  | (3,35 5) | (2,937)
Cash and cash equivalents at the beginning of year |  | 334, 738 | 446,515
Cash and cash equivalents at the end of year |  | 144, 557 | 334,738

Notes 1 to 34 are an integral part of these Consolidated Financial Statements.
131Stolt-Nielsen Limited | Annual Report 2025
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 (Tankers), Stolthaven Terminals (Terminals) and Stolt Tank Containers
(STC), is engaged in the worldwide transportation, storage and distribution of bulk liquid chemicals,
edible oils, acids, and other speciality 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 13.6% investment in Odfjell SE and 6.1% investment in Ganesh Benzoplast Limited
(GBL), liquefied natural gas (LNG) through Avenir LNG Limited (Avenir), its 50% holding of Higas
Holdings Limited (Higas) and its 2.5% holding of Golar LNG Limited (Golar). In addition, it has
invested in land-based aquaculture through its 12.3% 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 Material Accounting Policies
Basis of preparation
The Consolidated Financial Statements of the Group have been prepared using accounting policies
consistent with International Financial Reporting Standards (IFRS) as adopted by the European
Union 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 evaluation, management considered the following large expenditures
that are expected to occur from December 1, 2025 to May 31, 2027:
• Repayments of long-term debt of $488.6 million through the period.
• Repayment on the outstanding uncommitted credit line of $65.0 million.
• Investment and capital expenditure commitments of approximately $413.2 million.
• Routine working capital requirements.
These future expenditures are covered by the following:
• At November 30, 2025, the Group had cash and cash equivalents of $144.6 million.
• The Group has an undrawn committed revolving credit facility for $142.0 million with an
expiration date in 2028, another undrawn facility for $150.0 million with an expiration in 2029 and
$40.0 million undrawn facility due in December 2027. The $80.0 million outstanding under the
Group’s committed revolving credit facilities is shown as long-term debt.
• The Group is in the process of completing the documentation on a pre-delivery sale-leaseback
facility for approximately $393.0 million to finance the six newbuilds being built by the Wuhu
Shipyards with expected delivery between 2026 and 2028 (Newbuild facilities). The facility has a
loan-to-value of 95% of the total purchase price of the ships with a 15-year tenor and fixed interest
of 5.7%. The facility will be treated as collateralised debt by the Group.
• The ability of the Group to meet future expenditure requirements is dependent on the timing and
quantum of cash flows from operations. For example, for the year ended November 30, 2025, net
cash generated from operating activities was $575.0 million. The Group has prepared a detailed
cash flow forecast for 2026 and 2027, which shows continued robust cash from operations and
compliance with all debt covenants. Cash flow forecasts are revised and reviewed by
management monthly and reviewed by the Board of Directors quarterly.
• The Group has access to alternative forms of capital such as sale of equity instruments or other
assets, reissuance of treasury shares and the ability to reduce dividends.
• The Group has performed stress testing by considering various downside scenarios without
negative results, including not breaking debt covenants. The downside scenarios considered
involve a decrease in Tankers’ sailed-in rates of an average of 9% in the second half of 2026 and
12% in 2027, before recovering towards base case expectations in 2028 and a reduction in STC
rates by 11% in 2026.
• The Group has assessed the situation in the Middle East but does not believe that it will impact
the going concern conclusion.
In the opinion of Management, the Group has adequate resources to continue to operate as a going
concern 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.
132Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
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 material 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.
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.
133Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
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 estimate | Sources of accounting judgement or estimation uncertainty | Effect if actual results differ from assumptions
Voyage revenue and costs |  |
The Group generates a majority of its operating revenue | In applying the percentage of completion method, the revenue | The accrued voyage and prepaid voyage expense accounts
through its tanker segment from the transportation of liquids | and expenses for voyages still in progress at the end of the | are used to adjust revenues billed and vendor invoices received
by sea and inland waterways under contracts of affreightment | reporting period are estimated and prorated over the period | to the appropriate amounts to be recognised based on the
(COAs) or through contracts on the spot market. Tankers | of the service provided for each active contract. | percentage of completion method of accounting.
recognise the majority of its operating revenue over time on a | For each voyage leg, estimates are made of revenues and | Management does not believe there would be a material change
prorated basis based on the time cargo is loaded to its | related costs based on available actual information, current | if the percentage of completion method was based on full
estimated dispatch. When calculating the voyage revenue and | market parameters, such as fuel cost and customer contract | voyages or other criteria, rather than using voyage legs.
costs, this recognition is first based on ‘budgeted voyage legs’ | portfolios, and relevant historical data, such as port costs. | However, if actual results are not consistent with estimates or
that are reviewed and updated annually. After the voyage |  | assumptions, revenues or costs may be over or understated.
legs have begun, they are updated for actual results and the | Revenue and cost estimates are updated continually |
latest updated estimates. | throughout the voyage to account for changes in voyage | At November 30, 2025 and 2024, the accrued voyage expense
| patterns, to include the most up-to-date data and to finalise | account was $68.8 million and $70.9 million, respectively, of
| revenues and expenses. | which $35.3 million and $40.2 million related to contract
|  | liabilities for unearned revenues.
|  | Prepaid expenses included $24.4 million and $24.1 million of
|  | prepaid invoices for voyages in progress applicable to periods
|  | subsequent to November 30, 2025 and 2024, respectively.

134Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Critical accounting judgements and key sources of estimation uncertainty continued

Critical accounting estimate | Sources of accounting judgement or estimation uncertainty | Effect if actual results differ from assumptions
Depreciation and residual values |  |
Ships, barges, tank containers and terminals are depreciated on | In order to achieve component accounting, the Group uses | If the estimated economic useful life and residual value has to
a straight-line basis over their estimated useful lives, after | the weighted average useful economic life of the asset. In | be reduced in future periods, an impairment loss or additional
reducing for the estimated residual value. | the case of ships, estimated useful lives of the components of | depreciation expense could result.
Estimated useful lives are based on past experience, expected | the ships range from an estimated 25 to 33 years. However, | A decrease in the useful life of the ship, barge, terminal or tank
future performance and management’s estimate of the period | actual lives of the components of ships or barges may be | container or fall in the residual value would have the effect
over which the asset will provide economic benefit. | different depending on many factors such as quality of | of increasing the annual depreciation charge and potentially
| maintenance and repair and the type of product carried by | resulting in an impairment loss.
For ships and barges, residual values are estimated based on | the ships or barges, which may result in a shorter or longer |
the steel price, the estimated light displacement tonnage of | life. Future useful lives could be reduced based on customer | If the steel price used in the residual value calculation is
the fleet and current trends in the price of recycling of ships. For | preferences, new technological advances, governmental and | overestimated by 10%, this would understate the annual
the majority of the fleet, the steel price used is the average | industry regulations and the effects of climate changes. | depreciation and overstate the value of the assets for STC by
steel price for the last three years. For ships expected to be | In the case of tank containers, the estimated useful life ranges | $0.9 million and for Tankers by $12.5 million.
recycled in the next three years, the steel price at the previous | between 10 and 20 years, depending on the supplier and the | If the lives of the deep-sea ships is overestimated by 10%, this
year-end date is used. | quality of steel used. Terminals tanks and structures have lives | would understate the annual depreciation and overstate the
The evaluation of residual values and estimated useful lives for | up to 40 years. | value of the assets for Tankers by $12.4 million.
tank containers is based on the steel price of different grades | Residual values are difficult to estimate given the long lives of | See Note 14 for further details.
of steel. | ships, barges, terminals and tank containers, the uncertainty as |
In the case of terminals, the lives of terminals can range up to | to future economic conditions and the price of steel, which is |
40 years and the prices of steel and construction costs can vary | considered as the main determinant of the residual price. |
across different terminals. If there is a material change in the estimated life of the terminal or price of steel, then the estimates are revised. |  |
Both estimated useful lives and the residual values are evaluated annually, and the effect of any change is considered |  |
as a revision of accounting estimates, and the effect is reflected in the future depreciation charge. |  |

135Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Critical accounting judgements and key sources of estimation uncertainty continued

Critical accounting estimate | Sources of accounting judgement or estimation uncertainty |  | Effect if actual results differ from assumptions
Impairment review |  |  |
As of November 30, 2025, the Group reviewed possible | Based on management judgement and past experience, the |  | If the assumptions applied in determining the recoverable
impairment triggers, noting that the equity of the Group was | following material assumptions were used in the VIU |  | amount of the assets are incorrect or the fact pattern on which
more than its market capitalisation. In accordance with IAS 36, | calculations: |  | they are based changes, this could result in impairments being
Impairment of Assets, this is a trigger to review for impairment. | • | For Tankers, assumptions of time charter equivalent (TCE) | reflected in the Consolidated Financial Statements.
As such, the Group has performed an assessment to determine | per operating day (a profit measure of operating revenue less | Based on impairment work performed, no plausible movement
its recoverable amount. In addition, in Terminals, the Australia | variable voyage expenses, including bunker costs) on existing | of material assumptions would lead to impairment for Tankers
terminal cash-generating unit’s (CGU) results remained lower | and future contracts and the spot market, during the project | and Avenir (using FVLCTS) or STC or SSF (using VIU). For the
than managements’ projections, which is also a trigger for that CGU. | period from 2026 to 2030 for the deep-sea fleet (adjusted for | Terminals, though, limited headroom was identified at the
| capacity changes) is an average increase of 1.2% and for the | Australia terminal CGU.
To assess impairment, management used projections in the | regional fleets is 0.8%. In addition, it is assumed that the | For the Australia terminal CGU, a permanent reduction in gross
approved budget and five-year plan and a long-term growth rate | percentage of COA to spot volume does not change | margin greater than 4.0% would result in an impairment of the
after the five-year plan period as the basis for the cash flows | materially from current projections and COA contracts are | Australian terminals. Alternately, a permanent reduction in
used to calculate the value in use (VIU). | renegotiated successfully. | utilisation greater than 4.0%% would result in an impairment of
Calculating the net present value of the future cash flows | • | For Terminals, assumptions on utilisation and margins were | the Australian terminals. A 1.0% increase in the WACC rate
requires estimates to be made in respect of highly uncertain | based on current contracts, past experience and trends in | would result in a $17.0 million impairment.
matters, including management’s expectations of future | industrial production. | The financial effects of the Group's material financial risks and
growth rates. | • | For STC, assumptions of future escalation of price | opportunities related to climate change mitigation and climate
See Note 16 for further discussion of the impairment testing | and cost increases were obtained from shipping and | change adaptation on the Group's future cash flows in the value-
that was performed. | transportation carriers. | in-use calculation have been assessed as being immaterial.
| • | Pre-tax discount rates range from 7.0% to 10.8%, based on |
| the weighted average cost of capital (WACC), which reflects |
| specific risks relating to CGUs. |
| • | Future growth rates were based on trends in industrial |
| production and supply-demand balance in the markets. For |
| Tankers, after adjustment of rates over two years to the long- |
| term average TCE, the growth rate is 2.0%. For all other CGUs, |
| the growth rate used beyond the projection period is 2.0%, |
| which does not exceed the long-term average inflation rate |
|  | for the CGUs. |
| For FVLCTS for Tankers, broker valuations were obtained from |  |
| third parties. |  |

136Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Critical accounting judgements and key sources of estimation uncertainty continued

Critical accounting estimate |  |  | Sources of accounting judgement or estimation uncertainty |  |  | Effect if actual results differ from assumptions
Business Acquisitions |  |  |  |  |  |
During the first quarter of 2025, the Group acquired 50% of |  |  | To assess the valuation of in each of the acquisitions, the |  |  | If the assumptions applied in determining the fair value of the
Hassel 4 A.S. (HS4) | which | resulted in the Group’s ownership | following assumptions and estimations were used: |  |  | assets acquired are incorrect or the fact pattern on which they
interest increasing to 100% and HS4 becoming a consolidated |  |  | • | For property, plant and equipment, the income approach was |  | are based changes, this could result in impairments in plant,
subsidiary of the Group. |  |  | used which required assumptions of future cash flows and |  | property and equipment and/or goodwill being reflected in the
|  |  |  |  |  | Consolidated Financial Statements in the future.
The Group also acquired the remaining 53% of Avenir during the |  |  |  | residual value, |  |
first half of 2025. This resulted in the former joint venture being |  |  |  | • | Pre-tax discount rates range from 9.2% to 10.8%, based | Based on management's assessment, no plausible movement
consolidated by the Group. |  |  |  | on WACC adjusted for specific risks relating to each of | of the assumptions would lead to a material change in plant,
In the fourth quarter of 2025, the Group acquired 100% of |  |  |  |  | the acquisitions. | property and equipment and/or goodwill. For example, for the
Suttons International Holdings Limited (Suttons). |  |  |  | • | Future cash flows were based on the historical results and | Suttons acquisition, if the tank turns (utilisation) or gross profit
See Note 33 for details of the acquisitions and the amounts of |  |  |  | or latest five year plan. Future growth rates were | are reduced by 10% from 2026 to 2030, then the property
identifiable assets acquired and liabilities assumed for each of |  |  |  | approximately 2.0%. | valuation would have been reduced and goodwill increased by
the above acquisitions. |  |  | • | For Suttons, lease liabilities were measured based on the |  | $7.1 million and $6.8 million, respectively.
|  |  | present value of the remaining lease payments at the |  | As a result of uncertainties inherent in fair value estimation,
In applying the acquisition method of accounting, estimates are |  |  | acquisition date discounted using an appropriate incremental |  | measurement period adjustments may be applied.
an integral part of assessing the fair values of several of the |  |  | borrowing rate. Other financial liabilities were measured at |  |
assets acquired and liabilities assumed as observable market |  |  | the present value of the repayable amounts. |  |
prices are typically not available. |  |  | • | For Suttons, the Customer relations intangible asset was |  |
In addition, for HS4 and Avenir, the fair value of the Group’s |  |  |  |  |  |
previously held equity interests was estimated using significant |  |  | calculated using the multi-period earnings excess (MPEE) |  |
inputs not observable in the market. |  |  | method which requires estimates of future attrition rates of |  |
|  |  | customers and net cash flows of the acquired customer |  |
|  |  | base. The inputs were estimated based on Management’s |  |
|  |  | professional judgement based on the acquired customer |  |
|  |  | base, historical data and general business insight. |  |
|  |  | • | For HS4 and Avenir, the fair value of the Group’s previously |  |
|  |  |  | held equity interests was estimated based on the purchase |  |
|  |  |  | price paid to the other shareholders. |  |

137Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Critical accounting judgements and key sources of estimation uncertainty continued

Critical accounting judgement | Sources of accounting judgement or estimation uncertainty |  | Effect if actual results differ from assumptions
Investments in joint ventures and associates |  |  |
The Consolidated Financial Statements include the Group’s | There are a number of areas where significant judgement |  | If the judgement applied in determining the accounting
results and all other entities in which the Group has control, | is exercised to establish whether an entity needs to be |  | treatment of an entity is incorrect or the fact pattern on which
except where control over the operations is limited by | consolidated or reported under the equity method of |  | it is based changes, such entities may need to be consolidated
significant participating interests held by another investor. | accounting. To establish whether an entity is a consolidated |  | or accounted for as an investment at cost. For example, it is
The Group has $627.4 million in investments in, and advances | subsidiary, a joint venture or an associate, key areas of |  | possible that an investment is accounted for as a joint venture or
to, joint ventures and associates. | judgement include: |  | associate using the equity method despite having an ownership
Determination of whether an entity is an investment in a joint | • | Qualitative analysis of an entity including review of, among | interest exceeding 50%, where the investor does not exercise
venture or associate is based on certain relevant activities such | other factors, its capital structure, contractual terms, key | direct or indirect control over the investee. To the extent that the
as the ability to approve the operating and capital budgets of an | decisions requiring unanimous approval, related party | Group is deemed to control these entities, the entities would
entity and the ability to appoint key management personnel. | relationships and the design of the entity. | have to be consolidated. This would affect the balance sheet,
| • | Rights of partners regarding significant business decisions, | income statement, statement of cash flows and debt covenants.
| including disposals and acquisitions of assets. | See Note 17 for further details.
| • | 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. |  |

138Stolt-Nielsen Limited | Annual Report 2025
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 maker in deciding how to allocate resources and in
assessing performance. The Company’s executive management team has been identified as the chief operating decision maker as it directs 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, for each reportable segment:
For the year ended and as of November 30, 2025 (in US $ thousands)
Tankers
Terminals
Tank Containers
Stolt Sea Farm
Stolt-Nielsen Gas
Corporate
and Other
Total
Operating revenue
1,598,999
312,354
648,806
138,988
67,699
2,155
2,769,001
Operating expenses
(1,069,945)
(111,749)
(455,168)
(66,064)
(39,719)
(3,725)
(1,746,370)
Depreciation and amortisation
(188,017)
(65,558)
(58,878)
(9,258)
(12,344)
(6,393)
(340,448)
Share of profit (loss) of joint ventures and associates
17,843
30,370
1,457
–
(6,159)
–
43,511
Administrative and general expenses
(109,649)
(58,805)
(90,305)
(14,937)
(5,347)
(21,751)
(300,794)
Operating profit (loss)
249,184
107,815
47,190
48,135
4,394
(30,214)
426,504
Finance expense (a)
(79,294)
(47,171)
(19,948)
(5,096)
(15,166)
25,918
(140,757)
Finance income
3,079
1,851
396
67
442
1,445
7,280
Gain on step-up acquisitions of Hassel Shipping 4 A.S. and Avenir LNG Ltd
42,545
–
–
–
32,645
–
75,190
Profit before income tax
217,596
63,447
29,314
43,125
25,901
10,522
389,905
Income tax expense
(1,776)
(14,498)
(8,162)
(9,797)
(153)
(5,363)
(39,749)
Net profit
215,820
48,949
21,152
33,328
25,748
5,159
350,156
Balance Sheet
Capital expenditure (b)
458,769
130,986
100,335
19,838
337,914
4,832
1,052,674
Investments in and advances to joint ventures and associates
250,937
337,511
26,639
–
12,290
–
627,377
Intangible assets and goodwill
15,552
906
57,892
465
4,896
11,273
90,984
Segment assets
2,454,472
1,513,439
874,106
207,677
486,303
238,765
5,774,762
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 expenditure includes additions to property, plant and equipment, net of grant receipts, drydocking, ship deposits and intangible assets other than goodwill. Capital expenditure does not include capitalised right-of-use assets.
139Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued

|  |  |  |  |  | Corporate |
For the year ended and as of November 30, 2024 (in US $ thousands) | Tankers | Terminals | Tank Containers | Stolt Sea Farm | Stolt-Nielsen Gas | and Other | Total
Operating revenue | 1,802,914 | 308,048 | 652,121 | 126,789 | – | 753 | 2,890,625
Operating expenses | (1,202,411) | (110,207) | (460,886) | (76,401) | – | (1,105) | (1,851,010)
Depreciation and amortisation | (162,965) | (64,456) | (57,292) | (8,593) | – | (5,451) | (298,757)
Share of profit (loss) of joint ventures and associates | 50,565 | 29,136 | 2,041 | – | (18,984) | – | 62,758
Administrative and general expenses | (104,807) | (52,721) | (79,704) | (12,358) | (721) | (23,776) | (274,087)
Operating profit (loss) | 390,082 | 110,354 | 58,988 | 29,179 | (20,492) | (29,581) | 538,530
Finance expense (a) | (68,197) | (46,301) | (18,871) | (4,642) | (6,506) | 18,339 | (126,178)
Finance income | 76 | 1,335 | 494 | 64 | 1 | 14,288 | 16,258
Profit (loss) before income tax | 322,301 | 64,786 | 39,615 | 24,639 | (24,290) | 14,064 | 441,115
Income tax (expense) benefit | (1,630) | (17,114) | (29,644) | (2,392) | – | 4,424 | (46,356)
Net profit (loss) | 320,671 | 47,672 | 9,971 | 22,247 | (24,290) | 18,488 | 394,759
Balance Sheet |  |  |  |  |  |  |
Capital expenditure (b) | 122,296 | 88,693 | 46,271 | 14,542 | – | 10,317 | 282,119
Investments in and advances to joint ventures and associates | 294,715 | 315,004 | 27,250 | – | 82,594 | – | 719,563
Intangible assets and goodwill | 13,578 | 1,206 | 19,399 | 337 | – | 7,935 | 42,455
Segment assets | 2,234,290 | 1,412,516 | 674,689 | 159,499 | 187,855 | 433,753 | 5,102,602

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 expenditure includes additions to property, plant and equipment, net of grant receipts, drydocking, ship deposits and intangible assets other than goodwill. Capital expenditure does not include capitalised right-of-use assets.
140Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
The following table sets out operating revenue by country or region for the reportable segments.
Operating revenue for Tankers, Terminals and Tank Containers 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
or region in which the sale is generated.

| For the years ended November 30 |
( in US $ thousands) | 2025 | 2024
Operating Revenue: |  |
Tankers: |  |
US | 534,370 | 535,357
South America | 56,960 | 88,284
The Netherlands | 95,217 | 102,831
Belgium | 71,458 | 80,492
Other Europe | 81,576 | 73,439
South Korea | 96,968 | 99,896
Malaysia | 92,864 | 106,240
Indonesia | 105,976 | 121,541
China | 97,528 | 112,047
Other Asia | 100,390 | 112,909
Saudi Arabia | 93,770 | 133,766
Qatar | 51,879 | 53,743
Other Middle East | 45,608 | 85,547
Africa | 44,792 | 58,363
Other | 29,643 | 38,459
| 1,598,999 | 1,802,914
Terminals: |  |
US | 183,258 | 177,589
Singapore | 39,515 | 44,015
Australia and New Zealand | 22,999 | 22,519
Brazil | 25,588 | 25,246
United Kingdom | 29,917 | 26,065
The Netherlands | 11,077 | 12,614
| 312,354 | 308,048

| For the years ended November 30 |
(in US $ thousands) | 2025 | 2024
Tank Containers: |  |
US | 115,821 | 118,927
South America | 34,624 | 40,732
France | 49,386 | 44,533
The Netherlands | 39,384 | 34,166
Italy | 19,822 | 18,280
United Kingdom | 35,375 | 31,129
Other Europe | 23,422 | 16,324
Singapore | 79,593 | 85,070
Japan | 20,375 | 21,033
China | 120,444 | 120,330
India | 20,713 | 27,791
Other Asia | 28,685 | 37,376
Middle East | 29,526 | 30,840
Other | 31,636 | 25,590
| 648,806 | 652,121
Stolt Sea Farm: |  |
US | 7,399 | 7,110
Spain | 52,110 | 44,922
France | 23,277 | 20,903
Italy | 18,543 | 17,986
Germany | 7,100 | 6,978
Other Europe | 29,159 | 28,163
Other | 1,400 | 727
| 138,988 | 126,789
Stolt-Nielsen Gas: |  |
Belgium | 13,283 | –
Spain | 9,163 | –
Lithuania | 22,393 | –
Malaysia | 5,093 | –
Caribbean | 17,767 | –
| 67,699 | –

There were no customers of the Tankers, Terminals, Tank Containers, SSF or Stolt-Nielsen Gas
segments that accounted for more than 10% of the consolidated operating revenue for the years
ended at November 30, 2025 and 2024.
141Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
The following table sets out the key elements of sources of operating revenue:

For the year ended November 30, 2025 (in US $ thousands) | Tankers | Terminals | Tank Containers | Stolt Sea Farm | Stolt-Nielsen Gas | Other | Total
Operating revenue recognised over time: |  |  |  |  |  |  |
Freight revenue | 1,397,939 | – | 473,264 | – | – | – | 1,871,203
Storage and throughput revenue | – | 212,330 | – | – | – | – | 212,330
Ship time charters | – | – | – | – | 31,386 | – | 31,386
| 1,397,939 | 212,330 | 473,264 | – | 31,386 | – | 2,114,919
Operating revenue recognised at a point in time: |  |  |  |  |  |  |
Demurrage, bunker surcharge and ancillary revenue | 201,060 | – | 175,542 | – | – | – | 376,602
Turbot and sole | – | – | – | 138,988 | – | – | 138,988
Railcar revenue | – | 21,222 | – | – | – | – | 21,222
Utility revenue | – | 31,886 | – | – | – | – | 31,886
Dock, product handling and other revenue | – | 46,916 | – | – | – | 2,155 | 49,071
Sale of LNG and rendering of services | – | – | – | – | 36,313 | – | 36,313
| 201,060 | 100,024 | 175,542 | 138,988 | 36,313 | 2,155 | 654,082
| 1,598,999 | 312,354 | 648,806 | 138,988 | 67,699 | 2,155 | 2,769,001

For the year ended November 30, 2024 (in US $ thousands) | Tankers | Terminals | Tank Containers | Stolt Sea Farm | Other | Total
Operating revenue recognised over time: |  |  |  |  |  |
Freight revenue | 1,528,990 | – | 491,711 | – | – | 2,020,701
Storage and throughput revenue | – | 206,604 | – | – | – | 206,604
| 1,528,990 | 206,604 | 491,711 | – | – | 2,227,305
Operating revenue recognised at a point in time: |  |  |  |  |  |
Demurrage, bunker surcharge and ancillary revenue | 273,924 | – | 160,410 | – | – | 434,334
Turbot and sole | – | – | – | 126,789 | – | 126,789
Railcar revenue | – | 21,800 | – | – | – | 21,800
Utility revenue | – | 32,262 | – | – | – | 32,262
Dock, product handling and other revenue | – | 47,382 | – | – | 753 | 48,135
| 273,924 | 101,444 | 160,410 | 126,789 | 753 | 663,320
| 1,802,914 | 308,048 | 652,121 | 126,789 | 753 | 2,890,625

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 the Stolt Sea Farm operations. The 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 $2,176.6 million and $1,878.6 million at November 30, 2025 and 2024, respectively. For Stolt Tank Containers, the total net book value of non-current assets amounted to $605.8 million and
$481.6 million at November 30, 2025 and 2024, respectively. For Stolt-Nielsen Gas, the net book value of non-current assets amounted to $451.1 million and $153.3 million for the years ended November
30, 2025 and 2024, respectively.
142Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued

| As of November 30 |
(in US $ thousands) | 2025 | 2024
Non-current Assets: |  |
Terminals: |  |
US | 561,715 | 479,797
The Netherlands | 53,802 | 50,662
Singapore | 176,257 | 183,677
Australia and New Zealand | 139,528 | 139,730
United Kingdom | 123,389 | 120,629
Brazil | 52,122 | 43,771
South Korea | 116,225 | 118,331
Belgium | 127,296 | 115,153
China | 34,527 | 32,505
Taiwan | 30,936 | 29,784
Türkiye | 16,026 | 9,461
Other | 13,101 | 10,668
| 1,444,924 | 1,334,168
Stolt Sea Farm: |  |
Spain | 61,891 | 54,181
Norway | 938 | 753
Portugal | 25,982 | 13,943
Iceland | 8,918 | 8,859
France | 853 | 975
| 98,582 | 78,711

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, agency
commission fees 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 (STJS) and the Stolt NYK Asia Pacific Service
Pool (SNAPS Pool), which are arrangements 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 and regional parcel tankers owned or chartered by the Group. As the Group acts as
the principal in the arrangement, all revenue relating to the STJS and SNAPS Pool are 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 STJS and the SNAPS Pool. The time charter expense is
calculated based upon the combined operating revenue of the ships that participate in the STJS and
SNAPS Pool 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.
143Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
(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
shipments 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 shipment 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
goods or a 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.
(v) Stolt-Nielsen Gas
Revenues from time charters and bareboat charters are accounted for as operating leases and are
recognised on a straight-line basis over the periods of such charters, as service is performed. For the
LNG sales and bunkering services, operating revenue is recognised upon completion of LNG
bunkering operations, whereby the Group supplies LNG to a customer through either a spot or
contract of affreightment.
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 US $ thousands) | 2025 | 2024
Operating revenue from the rendering of services | 2,596,280 | 2,763,836
Operating revenue from the sale of goods | 172,721 | 126,789
| 2,769,001 | 2,890,625

Operating revenue generated by STJS under contracts of affreightment was approximately 49.0%
and 45.0% of STJS’s total revenue for the years ended November 30, 2025 and 2024, respectively.
All other revenue generated by the STJS 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, provisions,
ship supplies, cleaning and cargo survey costs).
(ii) Terminals
Terminals’ operating expenses consist of costs directly associated with the operation and
maintenance of the terminals. These types of costs include personnel and employee benefit costs,
facilities and utilities (including real estate taxes), rail expenses, maintenance and repair costs,
regulatory costs, storage costs and other operating expenses (for example, insurance, electricity,
survey costs, cleaning, line haul, rail costs and tank car hire costs).
(iii) Tank Containers
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, repositioning of tank containers, tank rental expenses, cleaning costs, ancillary billable
costs (services purchased and charged through to customers), maintenance and repair costs,
storage and other move-related costs, insurance 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.
(v) Stolt-Nielsen Gas
Stolt-Nielsen Gas’ operating expenses include costs directly associated with its operations as well as
the maintenance of the property, plant and equipment. These types of costs include LNG purchases,
transportation costs, ship operating expenses, depreciation and amortisation and other expenses.
144Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Operating expenses comprised the following:

| For the years ended November 30 |
( in US $ thousands) | 2025 | 2024
Bunker fuel costs | 327,239 | 364,197
Ocean and inland freight charges | 256,110 | 273,553
Operating employees’ personnel and benefit expenses | 246,682 | 220,398
Charter and lease expenses | 231,161 | 353,172
Port charges | 170,323 | 149,288
Maintenance and repairs | 80,042 | 72,617
Tank container ancillary billable costs | 47,688 | 40,011
Cleaning costs | 45,654 | 47,643
Insurance | 41,874 | 37,746
Expenses related to biological assets | 40,233 | 40,015
Service element of leases | 39,715 | 24,864
Ship supplies and provisions | 35,294 | 32,404
Repositioning of tank containers | 33,467 | 33,586
Storage and other tank container move-related costs | 28,841 | 26,869
Facilities and utilities | 33,941 | 33,035
Cost of LNG purchased | 25,541 | –
Commissions | 22,883 | 38,258
Owning costs | 12,891 | 9,084
Voyage costs | 12,248 | 18,742
Regulatory costs | 7,124 | 7,030
Packing expenses | 7,047 | 7,721
Barging and trans-shipments | 6,487 | 6,669
Rail expenses | 5,126 | 5,643
Biological assets market valuation adjustment | (12,607) | 699
Other expenses | 1,366 | 7,766
Total operating expenses | 1,746,370 | 1,851,010

An analysis of administrative and general expenses is as follows:

| For the years ended November 30 |
( in US $ thousands) | 2025 | 2024
Administrative and general employees’ personnel and benefit expenses | 224,906 | 210,913
Information systems | 24,332 | 19,411
Professional fees | 17,105 | 13,019
Travel and entertainment expenses | 9,336 | 7,939
Office expenses | 7,022 | 6,924
Legal fees | 4,482 | 2,993
Investor relations and publicity | 2,831 | 2,886
Office lease expenses | 1,585 | 1,692
Board fees and expenses | 1,379 | 1,948
Management fee to joint venture | 1,475 | 1,838
Communication expenses | 856 | 761
Bank non-interest fees | 2,005 | 1,283
Other | 3,480 | 2,480
Total administrative and general expenses | 300,794 | 274,087

145Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
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 US $ thousands, except employee data) | 2025 | 2024
Salaries | 324,441 | 290,654
Profit sharing and long-term incentive programmes | 28,053 | 30,736
Social security expenses | 28,196 | 24,745
Pension expenses for defined contribution plans (Note 25) | 21,631 | 20,246
Temporary and contract employees | 18,969 | 15,518
Travel of seafarers and relocation | 14,812 | 13,821
Medical and life insurance | 15,585 | 14,056
Training | 8,737 | 8,499
Expatriate expenses | 1,450 | 1,792
Pension expenses for defined benefit plans and post-retirement benefit |  |
plan (Note 25) | 878 | 1,067
Other benefits | 8,836 | 10,177
Total employee benefit expenses | 471,588 | 431,311
Average number of employees: |  |
Tankers* | 4,737 | 4,752
Tank Containers | 908 | 823
Terminals | 622 | 628
Stolt Sea Farm | 637 | 604
Stolt-Nielsen Gas** | 11 | –
Other | 136 | 91
Total average number of employees | 7,040 | 6,898

* Including seafarers working on joint venture or third-party ships.
** Excludes third party seafarers.
6. Auditors’ Remuneration
The analysis of auditors’ remuneration is as follows:

| For the years ended November 30 |
( in US $ thousands) | 2025 | 2024
Fees payable to the Company’s auditors and its associates for the audit of the Consolidated Financial Statements | 1,687 | 1,216
Fees payable to the Group auditors and associates for other services as detailed below | 3,200 | 2,118
Total fees | 4,887 | 3,334
Tax compliance services | 25 | 24
Audit related assurance services | 125 | 120
Corporate Sustainability Reporting Directive (CSRD) audit | 884 | –
Audits of the financial statements of the Company’s subsidiaries | 2,117 | 1,873
Other | 49 | 101
Total other fees | 3,200 | 2,118

146Stolt-Nielsen Limited | Annual Report 2025
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 US $ thousands) | 2025 | 2024
Gain on sale of ships | – | 7,083
Gain on sale of tank containers | 1,041 | 1,934
Loss on sale of other assets | (521) | (1,532)
| 520 | 7,485

During 2024, gain on sale of ships includes $7.1 million on the sale of Stolt Sisto, Stolt Cormorant and
Stolt Facto.
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 US $ thousands) | 2025 | 2024
Finance expenses on debt and other Interest on loans | 121,216 | 111,799
Amortisation of debt issuance costs | 7,659 | 5,132
Realised gain on interest rate swaps (Note 22) | (5,326) | (4,968)
Commitment fees | 2,550 | 3,053
Other interest expense | 3,533 | 77
Total interest expense | 129,632 | 115,093
Less interest capitalised to property, plant and equipment | (8,287) | (3,092)
| 121,345 | 112,001
Finance expenses on lease liabilities |  |
Interest on lease liabilities | 19,412 | 14,177
Finance income |  |
Interest from joint ventures | 3,249 | 4,135
Interest on bank deposits | 3,951 | 12,000
Other | 80 | 123
| 7,280 | 16,258

The average interest rates used to capitalise interest to property, plant and equipment were 6.2%
and 5.8% for 2025 and 2024, respectively.
147Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
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, 2025
and 2024.
The following tables present the components of the income tax expense:

| For the years ended November 30 |
( in US $ thousands) | 2025 | 2024
Current income tax expense | 32,974 | 13,715
Adjustments in respect of prior years | 4,346 | 13,500
| 37,320 | 27,215
Deferred income tax expense | 10,620 | 21,130
Adjustments in respect of prior years | (8,191) | (1,989)
| 2,429 | 19,141
Total income tax expense | 39,749 | 46,356

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 US $ thousands) | 2025 | 2024
Profit before income tax expense | 389,905 | 441,115
Tax at the Bermuda statutory tax rate | – | –
Differences between the Bermuda and other tax rates | 85,516 | 115,615
Non-taxable income and disallowed expenses | (44,593) | (83,125)
Provision for uncertain tax positions, net of releases | 2,261 | (581)
Adjustments in respect of prior years | (3,845) | 11,511
Other differences, net | 410 | 2,936
Total income tax expense | 39,749 | 46,356

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 (dwt) 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 for both the years ended November 30, 2025 and 2024, which is
included in Other operating expenses.
148Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
The following are the major deferred tax (liabilities) assets recognised and the movement thereon:

( in US $ thousands) |  |  |  | Right-of-u se |  |  |
| Accelerated tax | Retirement benefit |  | assets/lease |  |  |
| depreciation | obligations | Tax losses | liability | Derivatives | Other | Total
Balance, December 1, 2023 | (88,251) | (1,137) | 17,238 | – | 620 | 158 | (71,372)
(Charge) credit to income statement | (5,943) | 2,532 | (11,234) | 288 | – | (4,784) | (19,141)
(Charge) credit to other comprehensive income | – | (489) | – | – | 327 | – | (162)
Reallocations | 90 | (1,452) | 213 | 116 | – | 110 | (923)
Exchange differences | 322 | – | (16) | (11) | – | 162 | 457
Balance, November 30, 2024 | (93,782) | (546) | 6,201 | 393 | 947 | (4,354) | (91,141)
Credit (charge) to income statement | 1,224 | (909) | (998) | (8) | – | (1,738) | (2,429)
(Charge) credit to other comprehensive income | – | (23) | – | – | 577 | – | 554
Acquisition of Suttons International Holdings Limited | (13,889) | – | – | – | – | 41 | (13,848)
Reallocations and other | (228) | 440 | (551) | (123) | (116) | (163) | (741)
Exchange differences | (480) | – | 184 | 6 | – | (644) | (934)
Balance, November 30, 2025 | (107,155) | (1,038) | 4,836 | 268 | 1,408 | (6,858) | (108,539)

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 US $ thousands) | 2025 | 2024
Deferred tax liabilities | (120,497) | (109,629)
Deferred tax assets | 11,958 | 18,488
| (108,539) | (91,141)

As of November 30, 2025, the Group has recognised deferred tax assets on unused national corporate tax losses of $14.9 million (2024: $22.5 million) and unused regional tax losses of $27.4 million
(2024: $40.0 million) available for offset against future profits. A deferred tax asset of $19.4 million at November 30, 2025 (2024: $15.4 million) has not been recognised in respect of losses carried forward
at the balance sheet date of $70.3 million (2024: $53.1 million). These losses have arisen in Group companies where profits are not forecast for the foreseeable future, and in the case of Suttons
International Limited (Suttons), where the deferred tax asset of $4.6 million was unrecognised as part of the Suttons Group acquisition purchase accounting.
Deferred income tax liabilities of $19.3 million at November 30, 2025 (2024: $17.6 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 $4.4 billion at November 30, 2025 (2024: $3.9 billion).
149Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
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 (OECD) published a
framework for the introduction of a global minimum effective tax rate of 15%, applicable to large
multinational groups (‘Pillar II’). The 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) is being applied by the Group. The main jurisdiction that is expected to result
in top-up taxes becoming due as the Under-Taxed Payments Rule (‘UTPR’) becomes applicable
from 2026, is the Cayman Islands, although the impact is not expected to be material. The Group
will continue to review guidance that may be released by the OECD and governments implementing
this new tax regime to assess the potential impact.
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. Following detailed analysis,
due to the Group’s ownership structure this legislation does not apply to SNL or its Bermudan
subsidiaries as the Group is held less than 80% by its immediate Bermudan parent entity. However,
the Bermudan parent entity of the Group can make an election to bring in any of the Group’s
Bermudan entities into its Bermudan Constituent Entity Group if this is determined to be beneficial.
No such election has been made to date.
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 US $ thousands) | 2025 | 2024
Cash on hand | 121,674 | 92,073
Short-term time deposits | 22,883 | 242,665
Cash and cash equivalents | 144,557 | 334,738

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.
150Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued

| As of November 30 |
(in US $ thousands) | 2025 | 2024
Customer trade receivables | 334,988 | 366,523
Contract assets | 31,822 | 17,202
Accrued revenue | 12,961 | 10,292
Insurance receivable | 1,463 | 1,075
Interest | 142 | 349
Other | 3,757 | 2,482
| 385,133 | 397,923
Allowance for impairment on customer trade and accrued receivables | (23,215) | (21,191)
Receivables, net | 361,918 | 376,732

See Note 21 for an analysis of the credit risk of receivables.
Contract assets
A contract asset has been recorded for STC’s transportation revenue that has been earned, not yet
invoiced and where not all performance obligations have been satisfied. Contract assets
are typically invoiced within a month of any accrual.

|  | 2025 |  | 2024
(in US $ thousands) | <1 year | >1 year | <1 year | >1 year
Balance, December 1 | 17,202 | – | 14,124 | –
Transfer to trade receivables | (458,645) | – | (488,633) | –
Revenue recognised (current year |  |  |  |
performance obligations) | 473,265 | – | 491,711 | –
Balance, November 30 | 31,822 | – | 17,202 | –

12. Inventories and Biological Assets, Net
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.
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 grammes, while juvenile turbot weighs
less than 300 grammes. Sole is considered mature at 200 grammes. 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.
151Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Inventories as of November 30, 2025 and 2024 consisted of the following:

November 30, 2025 |  |  | Stolt-Nielsen |  |
(in US $ thousands) | Terminals | SSF | Gas | Other | Total
Raw materials | – | 407 | – | 104 | 511
Consumables | 774 | – | 458 | 2,472 | 3,704
Finished goods | – | 4,786 | 3,126 | – | 7,912
| 774 | 5,193 | 3,584 | 2,576 | 12,127

November 30, 20 24 |  |  |  |
( in US $ thousands) | Terminals | SSF | Other | Total
Raw materials | – | 313 | 107 | 420
Consumables | 745 | – | 1,653 | 2,398
Finished goods | – | 4,477 | – | 4,477
| 745 | 4,790 | 1,760 | 7,295

The cost of inventory included in operating expenses in 2025 was $66.5 million (2024: $62.5 million)
for Stolt Sea Farm, $25.5 million (2024: nil) for Stolt-Nielsen Gas and $3.6 million (2024: $4.9 million)
for Stolt Tank Containers. No inventory was written down in the years ended November 30, 2025
and 2024. Bunkers of $36.2 million and $39.3 million were included in prepaid expenses at
November 30, 2025 and 2024, respectively.
Biological assets in the balance sheet

| As of November 30 |
(in US $ thousands) | 2025 | 2024
Turbot and sole | 72,520 | 52,545

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.
Reconciliation of changes in book value of turbot and sole

(in US $ thousands) | 2025 | 2024
Balance at December 1 | 52,545 | 54,812
Increases owing to production and purchases | 69,405 | 61,594
Gain (loss) from change in fair value | 12,607 | (699)
Effect of changes in foreign currency rates | 5,426 | (1,249)
Decreases owing to mortalities | (1,285) | (1,097)
Transfer to inventory | (66,178) | (60,816)
Balance at November 30 | 72,520 | 52,545

Fair value adjustments on biological assets in the income statement

| For the years ended November 30 |
(in US $ thousands) | 2025 | 2024
Total fair value adjustment of turbot and sole recognised in operating |  |
expenses | 12,607 | (699)

Value of biological assets at fair value

| As of November 30 |
(in US $ thousands) | 2025 | 2024
Total turbot and sole held at fair value included in the balance sheet | 68,882 | 48,442

Volumes of biomass

|  | For the years ended and as of November 30
(in tonnes) | 2025 | 2024
Volume of biomass harvested during the year (live weight) | 10,021 | 8,476
Volume of biomass in the water at year end (live weight) | 4,750 | 4,272

152Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Value of juvenile biological assets at cost

| As of November 30 |
(in US $ thousands) | 2025 | 2024
Total turbot and sole held at cost included in the balance sheet | 3,638 | 4,103

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, 2025 and 2024.
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.
13. Prepaid Expenses

| As of November 30 |
(in US $ thousands) | 2025 | 2024
Prepaid voyages | 24,364 | 24,103
Prepaid bunkers | 37,114 | 39,269
Prepaid insurance | 15,914 | 6,578
Prepaid rent and time charter hire | 6,937 | 4,583
Prepaid value added taxes | 6,413 | 5,479
Prepaid freight costs | 4,773 | –
Prepaid licenses | 2,667 | 2,372
Prepaid other | 16,308 | 12,838
Prepaid expenses | 114,490 | 95,222

14. Property, Plant and Equipment and Deposit for
Newbuildings
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 that 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 (CGU) 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.
153Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
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 CGU 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.
(v) Estimated useful lives
The estimated useful lives are as follows:

| Average Years
Buildings | 15 to 50
Ships and barges |
Ships | 25 to 33
Barges | 25 to 40
Tank containers | 10 to 20
Plant and equipment: |
Terminal tanks and structures | 10 to 40
Other terminal support equipment and other assets | 10 to 30
SSF transportation equipment | 4 to 5
SSF operating equipment and other assets | 5 to 15
Office assets | 3 to 5
Leasehold improvements | 5 to 10

Average years exclude immaterial assets.
154Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
(vi) Disposals
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sale 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 |  |  |  |  | Plant and | Leasehold | Construction |
(in US $ thousands) | Land | Buildings | Ships and barges | Tank containers | equipment | improvements | in progress | Total
Balance at December 1, 2023 | 64,707 | 145,333 | 3,298,743 | 542,230 | 1,602,071 | 10,543 | 112,609 | 5,776,236
Additions | 1,063 | 1,472 | 81,595 | 41,189 | 7,966 | 973 | 100,940 | 235,198
Grant receipts | – | (258) | – | – | (1,063) | – | – | (1,321)
Disposals and retirements | – | (1,064) | (132,515) | (19,502) | (11,274) | (2,132) | 56 | (166,431)
Net foreign exchange differences | (1,430) | (1,117) | (2,141) | (113) | (19,719) | (65) | (2,937) | (27,522)
Transfers | – | 2,695 | – | 372 | 89,932 | 5,786 | (98,785) | –
Reclasses and other | – | (2) | (5) | – | 372 | 6 | (643) | (272)
Balance at November 30, 2024 | 64,340 | 147,059 | 3,245,677 | 564,176 | 1,668,285 | 15,111 | 111,240 | 5,815,888
Additions | – | 596 | 36,509 | 15,067 | 3,422 | 165 | 186,881 | 242,640
Business combinations | – | 401 | 661,914 | 75,681 | 3,731 | – | 368 | 742,095
Grant receipts | – | (1,127) | – | – | (1,693) | – | (2,955) | (5,775)
Disposals and retirements | (4,016) | (27) | (43,849) | (15,233) | (7,651) | (75) | (28,766) | (99,617)
Net foreign exchange differences | 3,332 | 8,601 | 7,302 | 342 | 38,380 | 730 | 3,241 | 61,928
Transfers | – | 3,830 | – | 586 | 64,199 | 707 | (69,322) | –
Reclasses and other | – | 83 | (4) | – | 188 | 49 | 77 | 393
Balance at November 30, 2025 | 63,656 | 159,416 | 3,907,549 | 640,619 | 1,768,861 | 16,687 | 200,764 | 6,757,552

155Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued

Accumulated depreciation and impairment |  |  |  |  | Plant and | Leasehold | Construction |
(in US $ thousands) | Land | Buildings | Ships and barges | Tank containers | equipment | improvements | in progress | Total
Balance at December 1, 2023 | – | 62,057 | 1,840,219 | 268,692 | 758,281 | 6,485 | – | 2,935,734
Depreciation expense | – | 2,752 | 131,024 | 21,147 | 71,236 | 1,049 | – | 227,208
Disposals and retirements | – | (258) | (80,434) | (14,938) | (10,922) | (2,132) | – | (108,684)
Net foreign exchange differences | – | (257) | (1,142) | (62) | (9,114) | (60) | – | (10,635)
Reclasses and other | – | 2,352 | (22) | (234) | (4,873) | (2) | – | (2,779)
Balance at November 30, 2024 | – | 66,646 | 1,889,645 | 274,605 | 804,608 | 5,340 | – | 3,040,844
Depreciation expense | – | 2,734 | 157,683 | 22,046 | 73,444 | 1,595 | – | 257,502
Disposals and retirements | – | (2) | (44,475) | (11,444) | (7,729) | (75) | – | (63,725)
Net foreign exchange differences | – | 4,205 | 4,029 | 95 | 20,132 | 68 | – | 28,529
Reclasses and other | – | 2,768 | 42 | (201) | (2,438) | 54 | – | 225
Balance at November 30, 2025 | – | 76,351 | 2,006,924 | 285,101 | 888,017 | 6,982 | – | 3,263,375
Net book value: |  |  |  |  |  |  |  |
At November 30, 2024 | 64,340 | 80,413 | 1,356,032 | 289,571 | 863,677 | 9,771 | 111,240 | 2,775,044
At November 30, 2025 | 63,656 | 83,065 | 1,900,625 | 355,518 | 880,844 | 9,705 | 200,764 | 3,494,177

During the year ended November 30, 2025, the Group had additions of property, plant and equipment of $242.6 million. Additions, excluding accruals during the year, were $236.7 million and primarily
reflected: i) $48.9 million on tankers capital expenditures; ii) $124.5 million on terminal capital expenditures; iii) $15.3 million on drydocking of ships; iv) $24.6 million on the purchase of tank containers and
construction at depots; and v) $18.7 million on Stolt Sea Farm capital expenditures. Interest of $8.3 million was capitalised on the new construction of terminals and LNG and tanker ships.
During the year ended November 30, 2024, the Group had additions of property, plant and equipment of $235.2 million. Additions, excluding accruals during the year, were $229.5 million and primarily
reflected: i) $45.6 million on tankers capital expenditures; ii) $89.3 million on terminal capital expenditures; iii) $29.3 million on drydocking of ships; iv) $39.8 million on the purchase of tank containers and
construction at depots; and v) $14.5 million on Stolt Sea Farm capital expenditures. Interest of $3.1 million was capitalised on the new construction of terminals and tankers.
For the year ended November 30, 2025, the Group paid $39.2 million on newbuildings, with a further $25.2 million included in the Avenir acquisition. For the year ended November 30, 2024, the Group paid
$41.3 million on deposits for six newbuildings. See Note 27.
Proceeds of $37.2 million and $64.7 million were received from the sale of ships and retirement of tank containers and other assets during the years ended November 30, 2025 and 2024, respectively.
During the year ended November 30, 2025, the Group acquired businesses that included $661.9 million of LNG and tanker ships, $75.7 million of tank containers and $4.5 million of other property, plant
and equipment. See Note 33.
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 Notes 2 and 16 for further discussion of impairment testing.
156Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
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 STJS and SNAPS Pool, 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 is included in the income
statement as charter and lease expenses.
157Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Right-of-use Assets
The below table shows right-of-use assets, held under lease agreements.

Cost |  |  |  |  | Plant and |
(in US $ thousands) | Land | Buildings | Ships and barges | Tank containers | equipment | Total
Balance at December 1, 2023 | 89,568 | 20,823 | 114,717 | 121,942 | 10,233 | 357,283
New leases and other increases | 2,511 | 10,628 | 147,736 | 39,983 | 2,507 | 203,365
Retirements and other decreases | (1,123) | (7,542) | (24,089) | (48,441) | (3,103) | (84,298)
Net foreign exchange differences | (1,412) | 807 | (813) | 6 | (496) | (1,908)
Balance at November 30, 2024 | 89,544 | 24,716 | 237,551 | 113,490 | 9,141 | 474,442
New leases and other increases | 4,258 | 4,327 | 72,165 | 53,082 | 1,727 | 135,559
Acquisition of Suttons International Holdings Limited | – | 3,907 | – | 11,005 | – | 14,912
Retirements and other decreases | (1,727) | (3,643) | (56,439) | (53,223) | (1,630) | (116,662)
Net foreign exchange differences | 1,863 | 1,646 | 2,796 | – | 560 | 6,865
Balance at November 30, 2025 | 93,938 | 30,953 | 256,073 | 124,354 | 9,798 | 515,116

During 2025 and 2024, the Group entered into leases for land, offices, ships, barges, tank containers and terminal and sea farm equipment. At November 30, 2025, the Group has leases expiring from 2026
to 2070.

Accumulated depreciation |  |  |  |  | Plant and |
( in US $ thousands) | Land | Buildings | Ships and barges | Tank containers | equipment | Total
Balance at December 1, 2023 | 10,782 | 8,681 | 57,229 | 47,686 | 4,634 | 129,012
Depreciation expense | 3,738 | 3,973 | 28,650 | 29,047 | 1,879 | 67,287
Retirements and other decreases | (844) | (6,157) | (21,562) | (21,537) | (2,630) | (52,730)
Net foreign exchange differences | (148) | 27 | (457) | 12 | (267) | (833)
Reclasses and other | (69) | 172 | – | – | 111 | 214
Balance at November 30, 2024 | 13,459 | 6,696 | 63,860 | 55,208 | 3,727 | 142,950
Depreciation expense | 4,338 | 4,429 | 37,843 | 28,693 | 1,859 | 77,162
Retirements and other decreases | (1,045) | (2,625) | (48,050) | (38,526) | (1,383) | (91,629)
Net foreign exchange differences | 227 | 312 | 1,559 | 375 | 197 | 2,670
Reclasses and other | 1 | (478) | – | – | (156) | (633)
Balance at November 30, 2025 | 16,980 | 8,334 | 55,212 | 45,750 | 4,244 | 130,520
Net book value: |  |  |  |  |  |
At November 30, 2024 | 76,085 | 18,020 | 173,691 | 58,282 | 5,414 | 331,492
At November 30, 2025 | 76,958 | 22,619 | 200,861 | 78,604 | 5,554 | 384,596

158Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Lease Liabilities

| As of November 30 |
(in US $ thousands) | 2025 | 2024
Contractual undiscounted cash flows: |  |
Less than: |  |
1 year | 95,458 | 75,848
2 years | 77,446 | 60,564
3 years | 57,027 | 49,064
4 years | 44,280 | 39,295
5 years | 38,390 | 30,623
Thereafter | 232,663 | 223,903
Total undiscounted cash flows | 545,264 | 479,297
Total lease liabilities (discounted based on the Group’s incremental |  |
borrowing rate) | 402,188 | 344,011
Less current maturities | (75,032) | (58,581)
Non-current | 327,156 | 285,430

See Note 8, Finance expenses and income, for interest expense from lease liabilities. Lease interest
payments were $19.4 million and $14.2 million for the years ended November 30, 2025 and 2024,
respectively. Total lease payments, including principal and interest, were $89.9 million and $78.3
million for the years ended November 30, 2025 and 2024, respectively.
Operating Leases
Minimum future lease commitments, under agreements which expire at various dates up to the end
of 2030, are as follows:

(in US $ thousands) | 2025 | 2024
Less than: |  |
1 year | 1,898 | 2,939
2 years | 423 | 566
3 years | 353 | 410
4 years | 265 | 282
5 years | 43 | 88
| 2,982 | 4,285

The commitments for the year ended November 30, 2025 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, 2025 and 2024 were $24.4 million and $34.7 million, respectively. There was no sub-
lease income in either year.
Variable lease consideration related to charter hire expenses to participants in STJS was included in
charter and lease expenses. It was $201.2 million and $318.8 million, respectively, for the years
ended November 30, 2025 and 2024. The reduction is due to the acquisition of the remaining 50%
of HS4 in 2025. See Note 33.
There were no non-cancellable sub-leases during the years ended November 30, 2025 and 2024.
16. Intangible Assets and Goodwill
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 (CGU) 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.
159Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
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 ten-year life, while the customer relations and contract intangibles were amortised from two to 14 years. Both
intangibles were retired during 2024. Computer software is amortised over an average life of three to ten 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 US $ thousands) | Goodwill | Trademark | contracts | software | Other | Total
Cost: |  |  |  |  |  |
Balance, December 1, 2023 | 33,301 | 1,357 | 7,111 | 63,233 | 1,271 | 106,273
Additions | – | – | – | 8,219 | 61 | 8,280
Disposals and retirements | – | (1,357) | (7,111) | (329) | – | (8,797)
Net foreign exchange differences | 57 | – | – | (2,767) | 59 | (2,651)
Reclasses and other | – | – | – | – | 114 | 114
Balance, November 30, 2024 | 33,358 | – | – | 68,356 | 1,505 | 103,219
Additions | – | – | – | 9,350 | – | 9,350
Business combinations | 32,193 | – | 10,218 | 695 | – | 43,106
Disposals and retirements | – | – | – | (2,808) | – | (2,808)
Net foreign exchange differences | 1,375 | – | – | 1,804 | 156 | 3,335
Reclasses and other | 128 | – | – | 11 | 307 | 446
Balance, November 30, 2025 | 67,054 | – | 10,218 | 77,408 | 1,968 | 156,648
Accumulated amortisation: |  |  |  |  |  |
Balance, December 1, 2023 | 12,394 | 1,357 | 7,111 | 44,077 | 1,051 | 65,990
Amortisation charge for the year | – | – | – | 4,341 | – | 4,341
Disposals and retirements | – | (1,357) | (7,111) | (146) | – | (8,614)
Net foreign exchange differences | – | – | – | (1,076) | 64 | (1,012)
Reclasses and other | – | – | – | (32) | 91 | 59
Balance, November 30, 2024 | 12,394 | – | – | 47,164 | 1,206 | 60,764
Amortisation charge for the year | – | – | – | 5,781 | 3 | 5,784
Disposals and retirements | – | – | – | (2,064) | – | (2,064)
Net foreign exchange differences | – | – | – | 962 | 126 | 1,088
Reclasses and other | – | – | – | – | 92 | 92
Balance, November 30, 2025 | 12,394 | – | – | 51,843 | 1,427 | 65,664
Net book value: |  |  |  |  |  |
At November 30, 2024 | 20,964 | – | – | 21,192 | 299 | 42,455
At November 30, 2025 | 54,660 | – | 10,218 | 25,565 | 541 | 90,984

Other than goodwill, all intangible assets were subject to amortisation as of November 30, 2025 and 2024.
160Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
During the year ended November 30, 2025, the Group had additions of intangible assets of $9.4
million, excluding additions relating to business combinations. Additions, excluding accruals during
the year, were $4.5 million on intangible assets, mainly on the acquisitions of computer software.
At November 30, 2025, goodwill primarily consisted of $27.4 million on the Suttons acquisition, $4.8
million on the Avenir acquisition, $5.4 million for goodwill on a prior year acquisition of the Tankers
segment and $17.0 million related to a prior year business combination in the Tank Containers
segment. A customer relations intangible asset has been recorded in relation to the Suttons
acquisition. See Note 33.
Revaluation for foreign exchange differences for goodwill and other intangibles amounted to a gain
of $2.2 million for the year ended November 30, 2025.
The trademark intangible was amortised over a ten-year life and is now fully amortised, while the
prior year customer relations and contracts intangibles had been amortised from two to 14 years
and are now fully amortised. The Suttons customer relations intangible asset will be amortised over
ten years. Computer software is being amortised over an average life of three to ten years.
Impairment Testing of Non-current Assets
In the current year, the equity of the Group was more than its market capitalisation. In accordance
with IAS 16, Impairment of Assets, this is an impairment trigger. In addition, the Australia terminal
CGU’s remained lower than management’s projections. As a result, impairment testing for the
operating segments’ CGUs was performed as of November 30, 2025.
CGUs are the smallest identifiable groups of assets that generates cash inflows that are largely
independent of the cash inflows from other assets or group of assets. Management measures the
recoverable amount of each CGU by comparing their carrying amount with the higher of their fair
value less costs of disposal (FVLCD) or value in use (VIU).
Chemical tankers and barges (Tankers) and Avenir LNG ships obtained valuations from outside
brokers as well as performed VIU calculations by CGU. For Tankers, the CGUs identified are the i)
deep-sea fleet plus interdependent regional fleets, ii) regional fleets, and iii) European barges, as
those are the lowest levels in which the cash flows are independent of other CGUs. Of the total net
carrying value of Tankers, the deep-sea fleet plus interdependent regional fleets are 86% of the net
carrying value. Avenir LNG ships are considered to be one CGU.
As the ships within each CGU are interchangeable, cash inflows per ship are dependent on fleet
scheduling, and all ships within each CGU are seen together as a portfolio of ships. Ships will only
be impaired if the total recoverable amount of the ships within a CGU is lower than the carrying
amount related to that CGU.
For the Terminals, each terminal is a separate CGU while STC is considered to be a single CGU.
For Stolt Sea Farm, CGUs are separated between turbot and sole operations.
For Tankers and Avenir, the recoverable amounts were based on FVLCTS. For Terminals, Tank
Containers and Stolt Sea Farm CGUs, the recoverable amounts were based on VIU which used a
discounted cash flow of the approved projections in the five-year plan.
Based on management judgement and past experience, the following assumptions were used in
the calculation of VIU:
• Pre-tax discount rates range from 7.0% to 10.8%, based on the WACC, which reflects specific
risks relating to CGUs.
• Future growth rates were based on trends in industrial production and supply-demand balance in
the markets. For Tankers, after adjustment of rates over two years to the long-term average TCE,
the growth rate is 2.0%. For all other CGUs, the growth rate used beyond the projection period is
2.0%, which does not exceed the long-term average inflation rate for the CGUs.
• For Tankers, assumptions of time charter equivalent (TCE) 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 2026 to 2030 for the deep-sea fleet
(adjusted for capacity changes) is an average increase of 1.2% and for the regional fleets is 0.8%.
In addition, it is assumed that the percentage of COA to spot volume does not change materially
from current projections and COA contracts are renegotiated successfully.
• For Terminals, assumptions on utilisation and margins were based on current contracts, past
experience and trends in industrial production.
• 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.
For FVLCTS for Tankers, broker valuations were obtained from third parties.
No impairment was noted though there was minimal headroom for the Australia terminal.
See Note 2.
161Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
17. Investments in and Advances to Joint Ventures
and Associates
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 income 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.
162Stolt-Nielsen Limited | Annual Report 2025
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:

|  | 2025 | 2025 | As of November 30 |
( in US $ thousands) | Location 1 | % Shares | % Voting rights | 2025 | 2024
Joint Ventures: |  |  |  |  |
Tankers’ material joint ventures: |  |  |  |  |
NYK Stolt Tankers S.A. | Panama | 50 | 50 | 136,399 | 111,425
NYK Stolt Shipholding Pte. Ltd. | Singapore | 50 | 50 | 73,320 | 75,657
Shanghai SC-Stolt Shipping Ltd | China | 49 | 50 | 39,963 | 39,534
Tankers’ non-material joint ventures: |  |  |  |  |
Stolt NYK Asia Pacific Services Inc. | Singapore |  |  | – | 905
Hassel Shipping 4 A.S. 2 | Norway |  |  | – | 65,343
SIA LAPA, Ltd | Latvia | 70 | 50 | 1,091 | 1,656
Shanghai New Xing Yang Marine Services Co. Ltd | China | 40 | 40 | – | –
|  |  |  | 250,773 | 294,520
Terminals’ material joint ventures: |  |  |  |  |
Advario Stolthaven Antwerp, NV | Belgium | 50 | 50 | 127,296 | 115,153
Jeong-IL Stolthaven Ulsan Co. Ltd | South Korea | 50 | 50 | 116,225 | 118,331
Tianjin Lingang Stolthaven Terminal Co. | China | 65 | 50 | 23,240 | 21,607
Tianjin Lingang Stolthaven Jetty Company | China | 40 | 50 | 11,287 | 10,898
Terminals’ non-material joint ventures: |  |  |  |  |
Stolthaven Revivegen Kaohsiung Co., Ltd | Taiwan | 49 | 50 | 30,936 | 29,784
Ceyhan Terminal Himzetleri Anonim Sirketu | Türkiye | 33 | 50 | 16,026 | 9,461
Stolthaven (Westport) Sdn. Bhd. | Malaysia | 49 | 50 | 11,841 | 9,122
|  |  |  | 336,851 | 314,356
Tank Containers’ non-material joint ventures: |  |  |  |  |
Hyop Woon Stolt Transportation Services Co. Ltd | South Korea | 50 | 50 | 3,542 | 3,850
Kanoo Tank Services Ltd. | Saudi Arabia | 60 | 60 | 15,024 | 16,352
Vado Tank Cleaning SRL | Italy | 50 | 50 | 1,972 | 1,716
Laem Chabang Tank Service Co. Ltd. | Thailand | 49 | 49 | 1,049 | 1,070
FSTS CO., Ltd | Thailand | 49 | 49 | 1,303 | 1,056
Joint Tank Services FZCO | United Arab Emirates | 40 | 40 | 1,935 | 1,494
|  |  |  | 24,825 | 25,538
Stolt-Nielsen Gas’ material joint venture: |  |  |  |  |
Avenir LNG Limited 3 | Bermuda |  |  | – | 70,482
Stolt-Nielsen Gas’ non-material joint venture: |  |  |  |  |
Higas Holdings Limited | Italy | 50 | 50 | 12,290 | 12,112
|  |  |  | 12,290 | 82,594
Subtotal |  |  |  | 624,739 | 717,008

163Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued

|  | 2025 | 2025 | As of November 30 |
( in US $ thousands) | Location 1 | % Shares | % Voting rights | 2025 | 2024
Non-material associates: |  |  |  |  |
Brovig SS II Indre Selskap | Norway | 50 | 50 | – | 31
Essberger & Stolt Tankers GMbH & Co KG | Germany | 28 | 28 | 164 | 164
N.C. Stolt Transportation Services Co. Ltd | Japan | 50 | 50 | 1,326 | 1,226
Norterminal A.S. | Norway | 25 | 25 | 660 | 648
N.C. Stolt Chuyko Transportation Services Co. Ltd | Japan | 35 | 35 | 488 | 486
Subtotal |  |  |  | 2,638 | 2,555
|  |  |  | 627,377 | 719,563

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 Pte. Ltd., Essberger & Stolt Tankers GMbH & Co KG, Brovig SS II Indre Selskap and Avenir LNG Limited, which
operate on a worldwide or regional basis.
2. On January 31, 2025, the Group acquired the remaining 50.0% shareholding in HS4. At this time, HS4 ceased being a joint venture and was consolidated within the Group results. See Note 33.
3. On February 6, 2025, the Group acquired an additional 46.9% shareholding in Avenir. At this time, Avenir ceased being a joint venture and was consolidated within the Group results. The remaining 4.2% was acquired on March 5, 2025. See Note 33.

(in US $ thousands) | Joint ventures | Associates | Total
Balance, December 1, 2023 | 640,576 | 9,587 | 650,163
Share of profit of joint ventures and associates | 62,646 | 112 | 62,758
Dividends | (48,288) | (5,520) | (53,808 )
Net foreign exchange differences | (12,193) | (30) | (12,223 )
Net loss on cash flow hedges held by joint ventures | (2,273) | – | (2,273 )
Advances to joint ventures, net of repayments | 59,108 | – | 59,108
Net actuarial gain on pension schemes held by joint venture | 531 | – | 531
Investment in joint venture and associate | 14,520 | – | 14,520
Transfer | 1,245 | (1,245) | –
Other | 1,136 | (349) | 787
Balance, November 30, 20 24 | 717,008 | 2,555 | 719,563
Share of profit of joint ventures and associates | 43,311 | 200 | 43,511
Dividends | (33,352) | – | (33,352 )
Net foreign exchange differences | 10,590 | (23) | 10,567
Net loss on cash flow hedges held by joint ventures | (3,950) | – | (3,950 )
Advances to joint ventures, net of repayments | 20,260 | – | 20,260
Investment in joint venture and associate | 6,600 | – | 6,600
Consolidation of HS4 and Avenir subsequent to acquiring remaining shares | (136,489) | – | (136,489 )
Other | 761 | (94) | 667
Balance, November 30, 2025 | 624,739 | 2,638 | 627,377

164Stolt-Nielsen Limited | Annual Report 2025
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, 2025 and 2024. The figures have been amended to reflect modifications for differences in accounting policy.
Long-term financial liabilities for NYK Stolt Tankers S.A. included shareholder loans of $124.9 million and $85.5 million as of November 30, 2025 and 2024, respectively.

| NYK Stolt |  | NYK Stolt |  | Shanghai SC-Stolt |
| Tankers S.A. |  | Shipholding Pte. Ltd. |  | Shipping Ltd |
(in US $ thousands) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024
Selected Balance Sheet Information |  |  |  |  |  |
Cash and cash equivalents | 48,254 | 41,282 | 13,851 | 26,754 | 7,313 | 24,814
Current assets, other than cash | 9,454 | 15,009 | 7,268 | 8,135 | 6,708 | 5,389
Current assets | 57,708 | 56,291 | 21,119 | 34,889 | 14,021 | 30,203
Non-current assets | 315,461 | 294,460 | 157,641 | 154,777 | 75,793 | 55,363
Total assets | 373,169 | 350,751 | 178,760 | 189,666 | 89,814 | 85,566
Financial liabilities, other than accounts payable | 9,323 | 13,692 | 13,951 | 4,498 | – | –
Other current liabilities | 4,258 | 8,091 | – | – | 7,520 | 4,140
Current liabilities | 13,581 | 21,783 | 13,951 | 4,498 | 7,520 | 4,140
Non-current financial liabilities | 211,733 | 190,693 | 14,792 | 33,854 | 738 | 745
Other non-current liabilities | – | – | 3,375 | – | – | –
Total non-current liabilities | 211,733 | 190,693 | 18,167 | 33,854 | 738 | 745
Net Assets | 147,855 | 138,275 | 146,642 | 151,314 | 81,556 | 80,681
Selected Income Statement Information |  |  |  |  |  |
Operating revenue | 87,321 | 105,068 | 52,419 | 63,455 | 36,978 | 34,896
Depreciation and amortisation | 16,194 | 15,052 | 12,127 | 12,006 | 7,484 | 6,025
Finance income | – | – | 790 | 486 | – | –
Finance expense | 6,075 | 8,641 | 1,630 | 2,019 | – | –
Profit (loss) before taxes | 22,303 | 35,184 | 7,580 | 18,655 | (1,188) | 1,801
Income tax expense | – | – | – | – | 167 | 329
Net profit (loss) | 22,303 | 35,184 | 7,580 | 18,655 | (1,021) | 2,130
Other comprehensive (loss) income | (965) | (847) | (3,753) | (493) | 1,897 | (444)
Total comprehensive income | 21,338 | 34,337 | 3,827 | 18,162 | 876 | 1,686
Dividends received by Group | 5,500 | 3,000 | 4,250 | – | – | –

165Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
The above joint ventures are private companies and there are no quoted market prices available for their shares.

|  |  |  |  | Tianjin Lingang Stolthaven |  | Tianjin Lingang Stolthaven |
| Advario Stolthaven Antwerp, NV |  | Jeong-IL Stolthaven Ulsan Co. Ltd |  | Terminal Co. |  | Jetty Company |
( in US $ thousands) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024
Selected Balance Sheet Information |  |  |  |  |  |  |  |
Cash and cash equivalents | 4,287 | 2,800 | 13 | 12 | 4,352 | 3,084 | 8,377 | 4,735
Current assets, other than cash | 26,580 | 26,300 | 24,312 | 22,698 | 1,139 | 1,127 | 711 | 3,956
Current assets | 30,867 | 29,100 | 24,325 | 22,710 | 5,491 | 4,211 | 9,088 | 8,691
Non-current assets | 347,608 | 316,542 | 323,281 | 337,249 | 31,817 | 32,550 | 20,755 | 21,239
Total assets | 378,475 | 345,642 | 347,606 | 359,959 | 37,308 | 36,761 | 29,843 | 29,930
Financial liabilities, other than accounts payable | 30,988 | 22,306 | 52,880 | 62,654 | – | 1,381 | – | –
Other current liabilities | 17,082 | 18,581 | 14,207 | 10,103 | 1,559 | 2,117 | 1,136 | 2,202
Current liabilities | 48,070 | 40,887 | 67,087 | 72,757 | 1,559 | 3,498 | 1,136 | 2,202
Non-current financial liabilities | 72,103 | 69,177 | 54,856 | 57,743 | 100 | 128 | – | –
Other non-current liabilities | 45,026 | 42,780 | 808 | 787 | – | – | – | –
Total non-current liabilities | 117,129 | 111,957 | 55,664 | 58,530 | 100 | 128 | – | –
Net Assets | 213,276 | 192,798 | 224,855 | 228,672 | 35,649 | 33,135 | 28,707 | 27,728
Selected Income Statement Information |  |  |  |  |  |  |  |
Operating revenue | 118,714 | 110,719 | 96,940 | 95,086 | 10,532 | 12,109 | 7,528 | 7,235
Depreciation and amortisation | 34,505 | 32,611 | 11,597 | 12,298 | 2,082 | 2,363 | 1,302 | 1,269
Finance income | – | – | – | – | – | – | 45 | 17
Finance expense | 3,452 | 2,972 | 2,622 | 4,019 | 11 | 122 | – | 173
Profit before taxes | 21,218 | 20,593 | 41,719 | 37,508 | 2,268 | 3,683 | 2,830 | 2,746
Income tax expense | (5,264) | (5,547) | (9,223) | (8,147) | (574) | (728) | (710) | (693)
Net profit | 15,954 | 15,046 | 32,496 | 29,361 | 1,694 | 2,955 | 2,120 | 2,053
Other comprehensive income (loss) | 17,135 | (5,531) | (11,390) | (16,639) | 819 | (472) | 573 | (428)
Total comprehensive income | 33,089 | 9,515 | 21,106 | 12,722 | 2,513 | 2,483 | 2,693 | 1,625
Dividends received by Group | 6,306 | 4,912 | 12,461 | 11,475 | – | – | 686 | 829

166 Stolt-Nielsen Limited | Annual Report 2025
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 Nippon Yusen Kabushiki Kaisha (NYK), which owns
nine parcel tankers that participate in STJS. 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 STJS.
NYK Stolt Shipholding Pte. Ltd. (NSSH) is a ship-owning joint venture and owns 11 of the ships and
has a time charter for one ship operated by the SNAPS Pool. The investment in NSSH is considered
to be strategic to the Group by serving the East Asia and South East Asia markets and supporting
customers of STJS.
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, 2025,
the joint venture operated 11 ships. It is considered to be a joint venture as all significant decisions
are made unanimously.
Advario Stolthaven Antwerp, NV (ASA), is a 50%-owned joint venture with Advario BV 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.
167Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Reconciliation of summarised financial information from prior year net assets to Investment in and advances to joint ventures

| NYK Stolt |  | NYK Stolt |  |  |
| Tankers S.A. |  | Shipholding Pte. Ltd. |  | Shanghai SC-Stolt Shipping Ltd |
(in US $ thousands) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024
Net assets: |  |  |  |  |  |
Balance, December 1 | 138,275 | 109,938 | 151,314 | 133,151 | 80,681 | 78,994
Profit for the year | 22,303 | 35,184 | 7,580 | 18,655 | (1,021) | 2,130
Dividends | (11,000) | (6,000) | (8,500) | – | – | –
Other comprehensive (loss) income | (965) | (847) | (3,753) | (493) | 1,897 | (444)
Other | (758) | – | 1 | 1 | (1) | 1
Balance, November 30 | 147,855 | 138,275 | 146,642 | 151,314 | 81,556 | 80,681
Percentage owned | 50% | 50% | 50% | 50% | 49% | 49%
Interest in joint venture | 73,927 | 69,138 | 73,320 | 75,657 | 39,963 | 39,534
Advances | 62,472 | 42,287 | – | – | – | –
Investment in and advances to joint ventures | 136,399 | 111,425 | 73,320 | 75,657 | 39,963 | 39,534

|  |  |  |  | Tianjin Lingang Stolthaven |  | Tianjin Lingang Stolthaven |
| Advario Stolthaven Antwerp, NV |  | Jeong-IL Stolthaven Ulsan Co. Ltd |  | Terminal Co. |  | Jetty Company |
(in US $ thousands) | 2025 | 202 4 | 2025 | 202 4 | 2025 | 2024 | 202 5 | 202 4
Net assets: |  |  |  |  |  |  |  |
Balance, December 1 | 192,798 | 193,107 | 228,672 | 238,900 | 33,135 | 30,654 | 27,728 | 28,174
Profit for the year | 15,954 | 15,046 | 32,496 | 29,361 | 1,694 | 2,955 | 2,120 | 2,053
Dividends | (12,612) | (9,824) | (24,922) | (22,950) | – | – | (1,715) | (2,071)
Other comprehensive income (loss) | 17,135 | (5,531) | (11,390) | (16,639) | 819 | (472) | 573 | (428)
Other | – | – | (1) | – | 1 | (2) | 1 | –
Balance, November 30 | 213,275 | 192,798 | 224,855 | 228,672 | 35,649 | 33,135 | 28,707 | 27,728
Percentage owned | 50% | 50% | 50% | 50% | 65% | 65% | 40% | 40%
Interest in joint venture | 106,638 | 96,399 | 112,428 | 114,336 | 23,172 | 21,538 | 11,483 | 11,091
Purchase adjustment to property | 2,605 | 2,690 | – | – | – | – | – | –
Goodwill | 15,628 | 14,253 | 3,797 | 3,995 | – | – | – | –
Other | 2,425 | 1,811 | – | – | 68 | 69 | (196) | (193)
Investment in and advances to joint ventures | 127,296 | 115,153 | 116,225 | 118,331 | 23,240 | 21,607 | 11,287 | 10,898

168Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Summarised financial information for non-material joint ventures and associates
In aggregate, the Group’s investments in and advances to non-material joint ventures were
$97.0 million and $88.6 million for the years ended November 30, 2025 and 2024, respectively, while
the non-material associates remained at $2.6 million, for the two years. The tables below
summarise the financial information of the non-material joint ventures and associates:

| For the years ended November 30 |
(in US $ thousands) | 2025 | 2024
Joint Ventures |  |
Profit before taxes | 15,494 | 16,186
Income tax expense | 3,712 | 3,151
Net profit | 11,782 | 13,035
Other comprehensive gain (loss) | 4,131 | (213)
Total comprehensive income | 15,913 | 12,822

| For the years ended November 30 |
(in US $ thousands) | 2025 | 2024
Associates |  |
Profit before taxes | 329 | 281
Income tax expense | 173 | 150
Net profit | 156 | 131
Other comprehensive gain | 224 | –
Total comprehensive income | 380 | 131

Commitments
The Group has a commitment to loan NYK Stolt Tankers S.A. $36.0 million for future deposits on
newbuilding contracts at November 30, 2025. 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.
18. Investments in Equity and Debt Instruments
Accounting policy
Investments in equity instruments that 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 and debt investments
At November 30, 2025, the Group had investments in Golar, GBL, Odfjell SE and Kingfish that have
been designated as FVTOCI as they are not held for trading by the Group. The Group also held
$19.5 million of unlisted equity investments and $14.7 million of unlisted convertible debt
instruments, these are measured at fair value in line with IFRS 9, which, in the absence of equivalent
assets where market values are ascertainable, is assumed to be equal to amortised cost. Given the
value of equity and debt investments and the timing of the additions, a significant proportion of
which occurred during this financial year, the Group considers that there will be no material
difference between amortised cost and fair value. Additions to unlisted equity and debt investments
during the year totalled $12.9 million and $12.0 million, respectively.
During the year ended November 30, 2025, the Group acquired a further 8,314,573 shares of
Kingfish for $3.7 million.
During the year ended November 30, 2025, the Group disposed of 1,750,000 shares of GBL for $2.1
million, resulting in a gain of $0.5 million, which has been transferred to retained earnings.
During the year ended November 30, 2025, the Group subscribed for $12.0 million in Golar’s $500.0
million 2.75% Convertible Senior Notes due 2030 (the Golar Notes). The Golar Notes are convertible
to 17.3834 common shares per $1,000 principal amount of the Golar Notes and redeemable by
Golar at their option after December 20, 2028 under certain conditions.
During the year ended November 30, 2024, the Group acquired a further 3,225,000 shares of Odfjell
SE for $35.6 million.
During the year ended November 30, 2024, GBL allotted 3,880,000 shares, diluting the Group’s
shareholding to 8.5%.
The Group received dividends of $10.5 million from Odfjell SE and $3.3 million from Golar during the
year (2024: $13.4 million from Odfjell SE and $2.7 million from Golar).
169Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Investments in equity instruments increased from November 30, 2025 owing to the purchase of additional Kingfish shares and the change in fair market value of the Odfjell SE investment
in 2025. A summary of changes in value of investments in listed equity instruments for the year ended November 30, 2025 and 2024 is summarised below:

As of November 30, | 202 5 |  | 20 24 | 202 5 |  | 20 24
( in US $ thousands, except for per share amounts) |  | Golar |  |  | GBL |
Number of equity shares | 2,673 |  | 2,673 | 4,361 |  | 6,111
Percentage of shareholding as of November 30 | 2.5% |  | 2.5% | 6.1% |  | 8.5%
Share price as of November 30 | 36.95 |  | 39.37 | 0.95 |  | 1.63
Dividends received | 3,316 |  | 2,712 | – |  | –
(Loss) gain on FVTOCI | (6,468) |  | 47,521 | (3,875) |  | (2,441)
Cumulative (loss) gain on FVTOCI | (7,627) |  | (1,159) | 392 |  | 4,795
Value of investment | 98,756 |  | 105,224 | 4,147 |  | 9,980

As of November 30, | 2025 | 20 24 | 2025 | 20 24 | 2025 |  | 2024
( in US $ thousands, except for per share amounts) | Kingfish |  | Odfjell SE |  |  | Total |
Number of equity shares | 17,552 | 9,238 | 8,239 | 8,239 |  |  |
Percentage of shareholding as of November 30 | 12.3% | 8.3% | 13.6% | 13.6% |  |  |
Share price as of November 30 | 0.38 | 0.61 | 12.71 | 9.93 |  |  |
Dividends received | – | – | 10,521 | 13,400 | 13,837 |  | 16,112
(Loss) gain on FVTOCI | (2,732) | (1,545) | 16,197 | (3,080) | 3,121 |  | 40,455
Cumulative (loss) gain on FVTOCI | (4,506) | (1,774) | 45,295 | 29,098 | 33,554 |  | 30,960
Value of investment | 6,617 | 5,617 | 104,707 | 81,801 | 214,227 |  | 202,622

170Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
19. Long-term Insurance Claims Receivable
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, 2025 and 2024, respectively, the Group included $13.3 million and $12.8 million for
long-term insurance claims receivables.
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.
20. Accounts Payable, Accrued Expenses and Deferred Revenue
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 US $ thousands) | 2025 | 2024
Trade payables | 111,806 | 87,206
Withholding and value-added tax | 7,846 | 8,005
Insurance premiums payable | 5,020 | 1,028
Other | 254 | 86
| 124,926 | 96,325

Accrued voyage expenses and unearned revenue
At November 30, 2025 and 2024, the accrued voyage expense account was $68.8 million and $70.9
million, respectively, of which $35.3 million and $40.2 million related to contract liabilities for
unearned revenues. 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

| 2025 |  |  | 2024
(in US $ thousands) | <1 year | >1 year | <1 year | >1 year
Balance, December 1 | 40,243 | – | 47,050 | –
Revenue recognised |  |  |  |
(from opening balance) | (40,243) | – | (47,050) | –
Revenue recognised |  |  |  |
(current year) | (1,357,696) | – | (1,481,940) | –
Cash received in advance |  |  |  |
of completion of the performance |  |  |  |
obligation | 1,392,967 | – | 1,522,183 | –
Balance, November 30 | 35,271 | – | 40,243 | –

Accrued expenses and deferred revenue

| As of November 30 |
(in US $ thousands) | 2025 | 2024
Accrued employee expenses | 76,798 | 85,008
Accrued transportation expenses | 71,371 | 45,292
Accrued consumables | 10,569 | 17,718
Accrued maintenance expenses | 7,128 | –
Accrued property taxes | 6,536 | –
Accrued VAT expenses | 3,807 | 40,000
Accrued other expenses | 72,386 | 72,572
Deferred revenue | 26,144 | 21,568
| 274,739 | 282,158

171Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
21. Financial Risk Management
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.

Risk | Exposure arising from | Measurement | Management
Market risk – | Future commercial transactions | Cash flow forecasting | Forward foreign exchange contracts and cross-currency interest rate swaps
foreign exchange | Recognised financial assets and liabilities not | Sensitivity analysis |
| denominated in US dollars |  |
Market risk – | Long-term borrowings at variable rates | Sensitivity analysis | Cross-currency interest rate swaps, interest rate swaps
interest rate |  |  |
Market risk – | Changes in fuel prices | Cash flow forecasting | Bunker surcharge clauses and bunker swaps
commodity price |  | Sensitivity analysis |
Credit risk | Cash and cash equivalents, trade receivables, derivative | Ageing analysis | Diversification of bank deposits, credit limits and letters of credit
| financial instruments, available-for-sale debt instruments | Credit ratings | Investment guidelines for available-for-sale and held-to-maturity investments
| 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, 2025, 8.4% of the Group’s long-term debt had variable interest rates. For 2025, if interest rates on the
Group’s short-term and long-term debt had been 1% higher/lower with all other variables held constant, the calculated pre-tax profit for the year would have been $2.8 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, 2025 and 2024, the actual coverage from fluctuations in bunker fuel prices was 49.0% and 49.2%, respectively.
172Stolt-Nielsen Limited | Annual Report 2025
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, 2025, 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 $9.4 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 accounts receivable and payable balances through
the income statement.
SNL’s policy is to hedge between 50% and 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 $356.6
million and cash balance of $144.6 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, 2025 |
(in US $ thousands) | Not Impaired | Impaired
Current | 178,780 | 31
Up to 30 days past due | 69,049 | 509
31 to 60 days past due | 19,962 | 362
61 to 90 days past due | 13,213 | 202
Greater than 91 days past due | 30,769 | 22,111
| 311,773 | 23,215

| As of November 30, 2024 |
(in US $ thousands) | Not Impaired | Impaired
Current | 216,899 | 127
Up to 30 days past due | 60,917 | 709
31 to 60 days past due | 22,763 | 494
61 to 90 days past due | 13,106 | 323
Greater than 91 days past due | 31,647 | 19,538
| 345,332 | 21,191

No collateral is held on any accounts receivable.
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 US $ thousands) | 2025 | 2024
Allowance for impairment on customer trade and accrued receivables, brought forward | 21,191 | 21,278
Impairment recognised, net | 2,505 | 3,112
Accounts written off | (481) | (3,199 )
Balance at the end of the year | 23,215 | 21,191

173Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
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, 2025. 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 that 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.
22. Financial Instruments
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: (i) the assets are held within a business model with the objective of collecting the
contractual cash flows; and (ii) 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 FVTPL.
(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).
174Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
(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, 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.
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, bunker fuel hedge contracts to lock in the price for a portion of forecasted bunker
fuel requirements, and carbon emissions forward contracts to fix the price of future EU carbon
emissions allowance regulatory obligations. 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 nature 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, foreign exchange rates and carbon
emissions allowance prices.
(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.
175Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
(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.
The Group holds the following financial instruments:

|  |  | November 30, 2025 |  |  |  | November 30, 2024 |
|  |  | Total carrying |  |  |  | Total carrying |
(in US $ thousands) | Current | Non-current | value | Fair value | Current | Non-current | value | Fair value
Financial Assets |  |  |  |  |  |  |  |
Financial assets at FVTOCI |  |  |  |  |  |  |  |
Investments in equity instruments – listed | – | 248,350 | 248,350 | 248,350 | – | 205,274 | 205,274 | 205,274
Financial assets at amortised cost |  |  |  |  |  |  |  |
Cash and cash equivalents | 144,557 | – | 144,557 | 144,557 | 334,738 | – | 334,738 | 334,738
Trade receivables, excluding contract receivables | 330,096 | – | 330,096 | 330,096 | 359,530 | – | 359,530 | 359,530
Loans and advances to joint ventures and associates | – | 72,893 | 72,893 | 72,893 | – | 81,372 | 81,372 | 81,372
Other current assets | 31,956 | – | 31,956 | 31,956 | 34,885 | – | 34,885 | 34,885
| 506,609 | 321,243 | 827,852 | 827,852 | 729,153 | 286,646 | 1,015,799 | 1,015,799
Financial Liabilities |  |  |  |  |  |  |  |
Financial liabilities at amortised cost |  |  |  |  |  |  |  |
Accounts payables, excluding withholding and value-added taxes | 117,080 | – | 117,080 | 117,080 | 88,320 | – | 88,320 | 88,320
Accrued expenses and accrued voyage expenses, excluding contract liabilities and deferred revenue | 282,144 | – | 282,144 | 282,144 | 291,209 | – | 291,209 | 291,209
Dividend payable | 53,177 | – | 53,177 | 53,177 | 66,972 | – | 66,972 | 66,972
Long-term lease obligations, including current maturities | 75,032 | 327,156 | 402,188 | 402,188 | 58,581 | 285,430 | 344,011 | 344,011
Short-term loans and long-term debt, including current maturities and excluding debt |  |  |  |  |  |  |  |
issuance costs | 361,550 | 1,855,520 | 2,217,070 | 2,326,668 | 200,446 | 1,660,051 | 1,860,497 | 1,979,333
Other current liabilities | 42,918 | – | 42,918 | 42,918 | 56,031 | – | 56,031 | 56,031
| 931,901 | 2,182,676 | 3,114,577 | 3,224,175 | 761,559 | 1,945,481 | 2,707,040 | 2,825,876

176Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued

|  |  | November 30, 2025 |  |  |  | November 30, 2024 |
|  |  | Total carrying |  |  |  | Total carrying |
(in US $ thousands) | Current | Non-current | value | Fair value | Current | Non-current | value | Fair value
Derivative Financial Instruments at Fair Value |  |  |  |  |  |  |  |
Assets |  |  |  |  |  |  |  |
Foreign currency exchange contracts – cash flow hedges | 3,686 | – | 3,686 | 3,686 | 3,142 | – | 3,142 | 3,142
Interest rate swaps – cash flow hedges | 2,951 | 411 | 3,362 | 3,362 | 3,283 | 2,337 | 5,620 | 5,620
Cross-currency interest rate swaps – cash flow hedges | 490 | 3,581 | 4,071 | 4,071 | 189 | – | 189 | 189
Carbon emission forward contracts – cash flow hedges | 1,322 | – | 1,322 | 1,322 | 400 | – | 400 | 400
| 8,449 | 3,992 | 12,441 | 12,441 | 7,014 | 2,337 | 9,351 | 9,351
Liabilities |  |  |  |  |  |  |  |
Cross-currency interest rate swaps – cash flow hedges | 265 | 4,310 | 4,575 | 4,575 | 776 | 7,860 | 8,636 | 8,636
Foreign currency exchange contracts – cash flow hedges | 1,330 | – | 1,330 | 1,330 | 5,720 | – | 5,720 | 5,720
Interest rate swaps – cash flow hedges | 2,651 | 7,010 | 9,661 | 9,661 | 846 | 4,811 | 5,657 | 5,657
| 4,246 | 11,320 | 15,566 | 15,566 | 7,342 | 12,671 | 20,013 | 20,013

Fair value of financial instruments
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, accounts 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 $17.7 million, as of both November 30, 2025 and 2024. 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, 2025 and 2024, 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, 2025 and 2024, respectively. Market value of interest rate, cross-currency interest rate swaps and
carbon emissions forward contracts were estimated based on the amount the Group would receive or pay to terminate its agreements as of November 30, 2025 and 2024.
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, 2025 and 2024, 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, 2025 and 2024. Market value of interest rate and
cross-currency interest rate swaps are estimated based on the amount the Group would receive or pay to terminate its agreements as of November 30, 2025 and 2024.
177Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Derivatives
The Group has derivative assets of $12.4 million and $9.4 million as of November 30, 2025 and
2024, respectively, and derivative liabilities of $15.6 million and $20.0 million as of November 30,
2025 and 2024, respectively. All the Group’s derivative activities are financial instruments entered
into 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, cross-currency interest rate swaps
and carbon emissions forward contracts are based on their estimated market values as of
November 30, 2025 and 2024, respectively. Derivative financial instruments are measured using
inputs other than quoted values. There have been no changes in the valuation techniques since
November 30, 2024.
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 (losses) gains recognised in equity were as follows at
November 30, 2025 and 2024:

| As of November 30 |
( in US $ thousands) | 2025 | 2024
Interest rate derivatives | (10,045) | (999)
Foreign exchange contracts | (1,133) | –
Cross-currency interest rate swaps | (6,080) | (4,104)
Foreign exchange and interest rate hedges held by joint ventures | (1,338) | 2,612
Deferred income tax gain on the interest rate derivatives | 1,944 | 1,367
| (16,652) | (1,124)

Foreign currency
The following foreign exchange contracts, maturing in November 2026, were outstanding as of
November 30, 2025 and 2024:

| Purchase (sale) |
(in local currency, thousands) | 2025 | 2024
Euro | 89,549 | 69,000
Singapore dollar | 26,545 | 20,000
Australian dollar | 22,000 |
British pound | 15,800 | 18,000
Norwegian krone | (237,267) | 327,000

The US dollar equivalent of the currencies, which the Group had contracted to purchase, was
$159.6 million and $139.6 million as of November 30, 2025 and 2024, respectively. The US dollar
equivalent of the currencies, which the Group had contracted to sell, was $23.5. million and Nil
as of November 30, 2025 and 2024, 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
$662.5 million and $477.3 million as of November 30, 2025 and 2024, respectively. These
derivatives have been designated as cash flow hedges. For the years ended November 30, 2025
and 2024, a $5.3 million and a $5.0 million gain, respectively, were recognised in finance expense.
Any remaining amounts currently in other comprehensive income are expected to be reclassified to
earnings between 2025 and 2030.
178Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Maturity of financial liabilities

For the year ended November 30, 20 25 | Less than |  |  | More than |
(in US $ thousands) | 1 yr | 2-3 yrs | 4-5 yrs | 5 yrs | Total
Contractual obligations: |  |  |  |  |
Accounts payable, excluding withholding and value-added taxes | 117,080 | – | – | – | 117,080
Accrued expenses and dividend payable, excluding contract liabilities | 361,461 | – | – | – | 361,461
Long-term lease liabilities, including current maturities | 75,032 | 105,225 | 62,792 | 159,139 | 402,188
Interest on long-term lease liabilities | 20,426 | 29,249 | 19,878 | 73,524 | 143,077
Short-term bank loans | 65,000 | – | – | – | 65,000
Long-term debt, including current maturities | 296,550 | 652,276 | 564,356 | 638,888 | 2,152,070
Interest on long-term debt | 110,090 | 182,387 | 118,276 | 96,926 | 507,679
Derivative financial liabilities | 4,701 | 7,045 | 6,984 | – | 18,730
Other current liabilities | 42,918 | – | – | – | 42,918
Total contractual obligations | 1,093,258 | 976,182 | 772,286 | 968,477 | 3,810,203

For the year ended November 30, 2024 | Less than |  |  | More than |
(in US $ thousands) | 1 yr | 2-3 yrs | 4-5 yrs | 5 yrs | Total
Contractual obligations: |  |  |  |  |
Accounts payable, excluding withholding and value-added taxes | 88,320 | – | – | – | 88,320
Accrued expenses and dividend payable, excluding contract liabilities | 379,749 | – | – | – | 379,749
Long-term lease liabilities, including current maturities | 58,581 | 83,169 | 51,368 | 150,893 | 344,011
Interest on long-term lease liabilities | 17,267 | 26,459 | 18,551 | 73,010 | 135,287
Long-term debt, including current maturities | 200,446 | 506,426 | 605,365 | 548,260 | 1,860,497
Interest on long-term debt | 103,040 | 170,949 | 114,561 | 93,865 | 482,415
Derivative financial liabilities | 1,616 | 6,688 | 5,489 | 447 | 14,240
Other current liabilities | 56,031 | – | – | – | 56,031
Total contractual obligations | 905,050 | 793,691 | 795,334 | 866,475 | 3,360,550

Long-term debt in the table above excludes debt issuance costs of $17.7 million as of both November 30, 2025 and 2024. Derivative financial liabilities are stated at future undiscounted cash flows;
therefore, they do not agree to the balance sheet.
179Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
23. Short-Term Bank Loans
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.
Short-term bank loans consist of debt obligations to banks under uncommitted lines of
credit and bank overdraft facilities. As of November 30, 2025, the Group had $65.0 million of
uncommitted lines of credit outstanding. There were no outstanding short-term bank loans at
November 30, 2024.
On February 28, 2024, the Group entered into a committed revolving credit facility with Danske Bank
A/S, Nordea Bank Abp, DNB (UK) Ltd, Swedbank AB and Skandinaviska Enskilda Banken AB (SSF
RCF) for $150.0 million using Stolt Sea Farm SA shares as collateral. The weighted average interest
rate on the RCF was 6.5% and 7.3% for the year ended November 30, 2025 and 2024, respectively.
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 (Ship 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 17 ships. The revolving credit line reduces semi-annually by $13.2 million. The RCF
was undrawn in 2025 and 2024, 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, which was extended in
December 2024 for $120.0 million with an expiration date of December 31, 2026. The facility has
the option to be extended for two additional years. The weighted average interest rate on the DNB
RCF was 6.5% and 5.7% for the years ended November 30, 2025 and 2024, respectively.
As of November 30, 2025, the Group had available undrawn committed credit lines of $142.0 million
from the Ship RCF, $150.0 million on the SSF RCF and $40.0 million from the DNB RCF.
Commitment fees for unused lines of credit were $2.6 million and $3.1 million for the years ended
November 30, 2025 and 2024, 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, 2025 and 2024, 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 from 2.0:1 to 2.5:1 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.
24. Long-Term Debt
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, 2025 and 2024 consisted of the following:

(in US $ thousands) | Notes | 2025 | 2024
Preferred ship fixed rate mortgages: |  |  |
Fixed interest rates ranging from 4.2% to 5.7% |  |  |
(2024: 4.2% to 5.7%), maturities vary up to 2038 | (i) | 610,954 | 402,636
Preferred ship variable rate mortgages: |  |  |
Interest rates ranging from 6.3% to 7.0% (2024: |  |  |
7.6% to 8.5%), maturities vary up to 2040 | (ii) | 139,246 | 253,749
Senior secured credit facilities | (iii) | 984,953 | 1,040,170
Senior unsecured bond issues | (iv) | 296,939 | 136,673
Committed revolving credit agreement | 23 | 80,000 | –
Bank loans: |  |  |
Interest rates ranging from 1.5% to 7.1% (2024: |  |  |
1.5% to 2.1%), maturities vary up to 2032 |  | 22,330 | 9,544
|  | 2,134,422 | 1,842,772
Less – current maturities |  | (292,295) | (195,645)
|  | 1,842,127 | 1,647,127

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.
180Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Long-term debt
The majority of long-term debt is denominated in or swapped into US dollars, with $203.5 million
and $202.9 million denominated in other currencies and not swapped to US dollars as of
November 30, 2025 and 2024, respectively.
Long-term debt consists of debt collateralised by mortgages on ships, tank containers and
terminals, as well as $299.4 million unsecured bond financing ($292.9 million after considering the
cross-currency swap) at November 30, 2025.
(i) Preferred ship fixed rate mortgages
In the fourth quarter of 2025, the Group arranged for refinancing of the HS4 loan facility (HS4 Loan
Facility) for which eight ships had been used as collateral. A new borrowing agreement with the
Korea Development Bank, Oversea-Chinese Banking Corporation Limited, Sumitomo Mitsui Trust
Bank, Limited and a group of private investors has been set up in eight tranches. The new
agreement is at fixed interest rates, ranging from 4.29% to 4.49%. There are quarterly payments for
each tranche with an average maturity of nine 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. By November 30, 2025, the Group closed on three tranches, raising $140.5
million, which was used to prepay one-half of the HS4 Loan Facility and for general corporate
purposes. Subsequent to November 30, 2025, the Group closed on the remaining five tranches and
fully repaid the HS4 Loan Facility. See Note 34.
On May 22, 2025, the Group refinanced its debt facility with Danish Ship Financing A/S. The
refinancing raised a further $90.0 million in debt through the addition of two ships as collateral and
the top-up loan on five existing collateral ships. The financing on the two additional ships carries a
fixed interest rate of less than 6.0% and has quarterly payments for six years and a final balloon
payment of $32.7 million. The refinancing also extended the maturity dates on the existing loan
tranches to between 2029 and 2031. The proceeds are for general corporate purposes.
As part of the acquisition of HS4 on January 31, 2025, a debt facility of $182.0 million was
consolidated into the Group. The debt facility was secured by HS4’s eight ships at the secured
overnight financing rate (SOFR) plus a 2.5% margin and due in 2028. There were interest rate
hedges on 75% of the loan. The facility was refinanced in the fourth quarter of 2025 and subsequent
to year end.
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 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 drawdown, the interest rate was fixed.
As a part of the sustainability-linked secured loan agreement entered into on February 16, 2022, the
Group drew $180.9 million on a term loan in March 2022. At the same time, the Group swapped the
floating interest of the term loan into a fixed rate. The new term loan is a five-and-a-half-year term
loan with semi-annual payments.
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.
181Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
(ii) Preferred ship variable rate mortgages
During the fourth quarter of 2025, the Avenir refinanced its three-year bridge financing (Avenir
Bridge Financing) which had used the Avenir Aspiration and Avenir Achievement as collateral.
Avenir signed a $35.0 million reducing revolver facility (Avenir Revolver) on November 26, 2025 with
Danske Bank using the Avenir Aspiration as collateral. The facility is for seven years and has loan-to-
value of 65%. Also, on November 17, 2025, Avenir signed a $49.0 million sale and leaseback facility
with Kowa Company, Ltd. to refinance the Avenir Achievement. At the end of the agreement, the
Group has an option to purchase the ships by paying a fixed amount. 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.
On November 12, 2025, Avenir signed a $128.0 million pre-delivery sale and leaseback facility for
the two newbuilding ships currently being built by Nantung Xiangyu Shipyard. The facility has been
arranged with AVIC Financial Leasing, matures in 10 years and will allow for drawdowns for future
newbuilding deposits. At the maturity date, the Group has an option to repurchase the ships at a
fixed amount. As the option to repurchase is virtually certain to be exercised by the Group at the
date of the borrowing, the transaction will be treated as collateralised debt.
On December 5, 2024, the Group completed the early repayment of a portion of the CMB Financial
Leasing Co. Ltd. (CMBFL) debt for four ships for $103.0 million, including accrued interest.
Additionally, on December 31, 2024 and January 2, 2025, the Group refinanced the debt on the
remaining ships. As a result, the interest rate on ten ships has been fixed at less than 6.0% and the
margin on the last three ships, which remain floating, was lowered. In 2025, the Group fully repaid
the CMBFL debt facility.
As part of the acquisition of Avenir on February 6, 2025, debt facilities of $142.1 million were
consolidated into the Group. Of the total, $60.0 million consisted primarily of three-year bridge
financing using the Avenir Aspiration and Avenir Achievement as collateral. Both bore interest at
SOFR plus a margin of 2.75%. These facilities were refinanced in November 2025. Avenir also had
$25.4 million outstanding on a facility with Danske Bank using the Avenir Advantage as collateral.
Avenir also has a floating rate sale-leaseback facility with Primer Maritime PVT using Avenir
Accolade and Avenir Ascension as collateral. Repayment is monthly over a term of seventeen years
at SOFR plus a margin of 1.9%. The Group has an option to repurchase the ships from the end of
the second year and a purchase obligation at the end of the term. Due to the existence of a
purchase obligation, the transaction was treated as collateralised debt.
During March 2021, the Group closed a $77.0 million floating rate facility with CMBFL 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. This facility was repaid early in
December 2024.
In August 2019, the Group closed a $415.6 million floating rate facility with CMBFL, 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. This loan was partially
repaid in 2025.
(iii) Senior secured credit facilities
On July 9, 2024, the Group refinanced the 2015 private placement facility maturing in March
2025 through the issuance of $450.0 million in seven-year and ten-year notes in the US private
placement market. The notes are secured by US-based assets and a guarantee from SNL. The
notes are fixed rate notes with the interest rate for both tranches fixed at just under 6%. The funding
took place on July 18, 2024, at which time the 2015 private placement facility was repaid.
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.
182Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
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.
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 drawdown.
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, US. Proceeds were used for general corporate purposes.
(iv) Senior unsecured bond issue
On October 22, 2025, the Group completed a placement of a senior unsecured bond issue of
NOK 1.5 billion (swapped into $150.0 million) in a new five-year bond issue, carrying a coupon of
three-month NIBOR plus 2.25%. The Group swapped the bond proceeds into a US dollar obligation
at a fixed interest rate of 5.93%. The proceeds were used for general corporate purposes.
On November 27, 2023, the Group issued an additional NOK 325 million (swapped into $30.5
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 in the first quarter of 2024.
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-month 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 matured on February 20, 2024,
and for general corporate purposes.
(v) Debt issuance costs
Debt issuance costs of $17.7 million have been netted against long-term debt at both November 30,
2025 and 2024. Debt issuance costs recognised in the income statement as part of effective
interest rates were $7.7 million and $5.1 million for the years ended November 30, 2025
and 2024, respectively.
183Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Analysis of net debt
Net debt at November 30, 2025 comprises lease liabilities of $402.2 million (2024: $344.0 million), short-term bank loans of $65.0 million (2024: nil) and long-term debt, including current maturities,
of $2,134.4 million (2024: $1,842.8 million) less cash and cash equivalents of $144.6 million (2024: $334.7 million).

| At Dec | ember |  | Exchange |  | At November
(in US $ thousands) |  | 1, 2024 | Cash flow | differences | Other movements | 30, 2025
Cash on hand |  | 92,073 | 32,956 | (3,355) | – | 121,674
Short-term time deposits |  | 242,665 | (219,782) | – | – | 22,883
Cash and cash equivalents |  | 334,738 | (186,826) | (3,355) | – | 144,557
Borrowings: |  |  |  |  |  |
Short-term bank loans |  | – | (65,000) | – | – | (65,000)
Long-term debt, including current maturities |  | (1,842,772) | 77,563 | (17,029) | (352,184) | (2,134,422)
Lease liabilities, including current maturities |  | (344,011) | 70,496 | (4,075) | (124,598) | (402,188)
Net debt |  | (1,852,045) | (103,767) | (24,459) | (476,782) | (2,457,053)

| At Dec | ember |  | Exchange |  | At November
(in US $ thousands) |  | 1, 2023 | Cash flow | differences | Other movements | 30, 2024
Cash deposits |  | 176,780 | (81,770) | (2,937) | – | 92,073
Short-term time deposits |  | 269,735 | (27,070) | – | – | 242,665
Cash and cash equivalents |  | 446,515 | (108,840) | (2,937) | – | 334,738
Borrowings: |  |  |  |  |  |
Long-term debt, including current maturities |  | (1,836,601) | 1,317 | (8,104) | 616 | (1,842,772)
Lease liabilities, including current maturities |  | (238,207) | 64,130 | 2,567 | (172,501) | (344,011)
Net debt |  | (1,628,293) | (43,393) | (8,474) | (171,885) | (1,852,045)

Short-term time deposits included within cash and cash equivalents relate to term deposits repayable within three months.
In the year ended November 30, 2025, other non-cash movements in net debt primarily represent $351.7 million of debt acquired with business combinations, $14.9 million of lease liabilities acquired with
business combinations, $108.0 million of new or modified leases, net of reductions, and $7.7 million amortisation of debt issuance costs offset by the capitalisation of debt issuance costs of $7.3 million.
In the year ended November 30, 2024, other non-cash movements in net debt primarily represent $171.7 million of new or modified leases, net of reductions, and $5.2 million amortisation of debt issuance
costs offset by the capitalisation of debt issuance costs of $5.7 million.
184Stolt-Nielsen Limited | Annual Report 2025
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, 2025, 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.
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.
185Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
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 US $ thousands) | 2025 | 2024
Non-current assets | 26,278 | 24,082
Non-current liabilities | (19,858) | (20,197)
Net pension asset | 6,420 | 3,885

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 US $ thousands) | 2025 | 2024
Present value of funded obligations | (168,307) | (170,552)
Fair value of plans assets | 174,727 | 174,437
| 6,420 | 3,885

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, 2025 and 2024, consisted of the following:

| For the years ended |
| November 30 |
(in US $ thousands) | 2025 | 2024
Service cost | 467 | 437
Interest (income) cost, net | (5) | 155
Cost of plan administration | 416 | 475
Net periodic benefit cost | 878 | 1,067

Impact on equity
Remeasurements that are recognised in other comprehensive income are as follows:

| For the years ended |
| November 30 |
(in US $ thousands) | 2025 | 2024
Effect of changes in demographic assumptions | 259 | (410)
Effect of changes in financial assumptions | (1,165) | 4,149
Effect of experience assumptions | 130 | 439
Return on plan assets (excluding interest income) | (815) | (6,091)
Remeasurements recognised in other comprehensive income | (1,591) | (1,913)

186Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
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 US $ thousands) | 2025 | 2024
Benefit obligations at beginning of year | 170,552 | 168,950
Current service cost | 478 | 437
Past service income | (11) | –
Interest cost | 8,553 | 8,856
Benefits paid | (11,270) | (11,823)
Foreign exchange rate changes | 781 | (46)
Remeasurements: |  |
Effect of changes in demographic assumptions | 259 | (410)
Effect of changes in financial assumptions | (1,165) | 4,149
Effect of experience adjustments | 130 | 439
Benefits obligation at end of year | 168,307 | 170,552

Change in plan assets

| For the years ended |
| November 30 |
(in US $ thousands) | 2025 | 2024
Fair value of plan assets at beginning of year | 174,437 | 170,305
Return on plan assets (excluding interest income) | 815 | 6,091
Interest income | 8,558 | 8,701
Company contributions | 1,629 | 1,612
Foreign exchange rate changes | 974 | 26
Benefits paid | (11,270) | (11,823)
Expenses paid | (416) | (475)
Fair value of plan assets at end of year | 174,727 | 174,437

Change in asset ceiling
There were no defined benefit plans whose recognition of assets was limited for the years ended
November 30, 2025 and 2024.
Participant profile
The defined benefit obligation by participant status is as follows:

| As of November 30 |
(in US $ thousands) | 2025 | 2024
Actives | 25,769 | 25,133
Vested former employees not yet retired | 25,218 | 27,869
Retirees | 117,320 | 117,550
| 168,307 | 170,552

The number of participants are as follows:

| As of November 30 |
| 2025 | 2024
Actives | 947 | 962
Vested former employees not yet retired | 454 | 465
Retirees | 731 | 728
| 2,132 | 2,155

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 |
| 2025 | 2024
Weighted-average assumptions to determine projected benefit |  |
obligations: |  |
Discount rate | 5.20% | 5.19%
Rate of compensation increase | 3.60% | 3.54%
Rate of pension increases | 2.85% | 3.07%
Rate of price inflation | 2.83% | 3.14%
Life expectancy for an individual currently at 65: |  |
Male | 22.0 yrs | 21.0 yrs
Female | 23.0 yrs | 23.0 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.
187Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
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 2025.

|  | Impact on defined benefit obligation |
| Change in assumption | Increase in assumption | Decrease in assumption
Discount rate | 0.25% | Decrease by 2.3% | Increase by 2.4%
Compensation growth rate | 0.25% | Increase by 2.1% | Decrease by 2.0%
Pension growth rate | 0.25% | Increase by 2.2% | Decrease by 2.2%
Price inflation | 0.25% | Increase by 2.5% | Decrease by 2.4%
|  | Increase by 1 year in a ssumption | Decrease by 1 year in assumption
Life expectancy |  | Increase by 2.7% | Decrease by 2.7%

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.
Fair value of plan assets
The Group’s defined benefit pension plans’ assets and weighted-average asset allocation as of
November 30, 2025 and 2024, by category, were as follows:

|  | As of November 30 |  |
(in US $ thousands) | 2025 | % | 2024 | %
Cash and cash equivalents | 10,018 | 6% | 5,836 | 3%
Equity instruments | 24,892 | 14% | 26,780 | 15%
Debt instruments | 135,844 | 78% | 137,117 | 79%
Real estate | 1,474 | 1% | 2,252 | 1%
Investment funds | 1,035 | – | 1,030 | 1%
Assets held by insurance company | 307 | – | 322 | –
Other | 1,157 | 1% | 1,100 | 1%
Total | 174,727 | 100% | 174,437 | 100%

The fair value of all plan assets was based on quoted market prices.
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 $1.8 million to its defined benefit pension and post-retirement
benefit plans in 2025.
Weighted average duration of the defined benefit obligation is 9.5 years.
Expected maturity analysis of undiscounted pension and post-employment benefits

As of November 30, 2025 | Less than | Between | Between | More than 5 |
(in US $ thousands) | a year | 1-2 years | 2-5 years | years | Total
Pension benefits | 11,741 | 24,615 | 24,505 | 61,235 | 122,096
Post-employment benefits | 319 | 582 | 530 | 1,223 | 2,654
Total | 12,060 | 25,197 | 25,035 | 62,458 | 124,750

As of November 30, 2024 | Less than | Between | Between | More than 5 |
(in US $ thousands) | a year | 1-2 years | 2-5 years | years | Total
Pension benefits | 11,503 | 23,741 | 24,853 | 60,744 | 120,841
Post-employment benefits | 409 | 643 | 559 | 1,272 | 2,883
Total | 11,912 | 24,384 | 25,412 | 62,016 | 123,724

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 $21.6 million and $20.2 million for the years
ended November 30, 2025 and 2024, respectively.
188Stolt-Nielsen Limited | Annual Report 2025
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 | E nvironmental |  |
(in US $ thousands) | provision | provision | Restructuring | Total
Balance at December 1, 2024 | 404 | 117 | – | 521
Reversal (additional) provisions recognised, net | (29) | (62) | 195 | 104
Reductions arising from payments | (129) | (113) | – | (242)
Net foreign exchange differences | 23 | 58 | – | 81
Balance at November 30, 2025 | 269 | – | 195 | 464

The claims provision is in relation to short-term claims made against the Group by external parties.
See below under Long-term provisions.
The restructuring provision relates to severance payments.
Long-term provisions

|  | Asset |  |
| E nvironmental | r etirement |  |
(in US $ thousands) | provision | o bligations | Claims provision | Total
Balance at December 1, 2024 | – | 1,928 | 13,121 | 15,049
Business combinations | 2,036 | – | – | 2,036
Additional provisions recognised, net | – | 11 | 429 | 440
Transfer to accrued expenses | – | (200) | – | (200)
Net foreign exchange differences | – | 9 | 33 | 42
Balance at November 30, 2025 | 2,036 | 1,748 | 13,583 | 17,367

The environmental provision was recorded for potential depot clean-up costs in relation to the
Suttons acquisition.
The asset retirement obligations relate to an obligation to dismantle and/or restore certain offices
that the Group has leased to their pre-leased condition. At November 30, 2025, 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 two to four 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.
189Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
27. Commitments and Contingencies
As of November 30, 2025 and 2024, the Group had total investment and capital expenditure
commitments outstanding of approximately $563.3 million and $655.3million, respectively. At
November 30, 2025, the Group’s purchase commitments consisted of tanker projects of $374.1
million, including six newbuilding contracts for tankers as discussed below. Additional purchase
commitments included terminal projects of $46.6 million, tank container projects of $5.7 million,
two Avenir newbuildings for $120.0 million and $16.5 million in Sea Farm. Of the total, $215.1
million commitments at November 30, 2025 are 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. At November 30, 2025, the Group also had commitments to purchase EU Emission
Trading Scheme credits totalling $12.9 million (2024: nil).
Newbuilding contracts
On December 19, 2024, the Group contracted for two 2,800 dwt stainless steel inland barges. These
ships will be built in China with expected delivery late 2026 to early 2027. The total cost for the two
barges is $24.0 million including capitalised interest
.
Avenir entered into a shipbuilding contract on April 25, 2024, with Nantong CIMC Sinopacific
Offshore & Engineering Co. Ltd in China for two 20,000 cbm LNG bunker and supply carriers, which
are scheduled for delivery in 2026 and 2027. The total cost for the two ships is expected to be
approximately $168.7 million, including site team costs and capitalised interest.
On December 15, 2023, the Group contracted for six 38,000 dwt stainless steel parcel tankers.
These ships will be built by Wuhu Shipyards with expected delivery between 2026 and 2028. The
total cost for the six ships is expected to be approximately $457.6 million, including site team costs
and capitalised interest.
Purchase commitments of joint ventures and associates
The Group’s joint ventures and associates had $545.0 million of total capital expenditure
commitments on November 30, 2025, of which $120.8 million is expected to be paid within the next
12 months. Of the total commitments, $435.4 million related to newbuilding contracts for NYK Stolt
Tankers S.A., as detailed below. In addition, $64.3 million related to two 16,000 dwt newbuildings at
NYK Stolt Shipholding Pte. Ltd. and $13.8 million related to a planned expansion at the joint venture
terminal in Antwerp and $11.7 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, loans from its
shareholders or through external financing.
Joint Venture newbuilding contracts
On January 6, 2025, the Group signed an agreement for two 38,000 dwt stainless steel parcel
tankers. These ships will be built by Nantong Xiangyu Shipbuilding & Offshore Engineering Co., Ltd
with expected delivery between 2028 to 2029. A newbuilding deposit of $27.8 million was paid in
March 2025 and the total cost for the two ships is expected to be approximately $155.6 million,
including site team costs and capitalised interest. The Group novated the
agreements to its joint
venture, NYK Stolt Tankers S.A. in the second quarter of 2025. On February 7, 2024, the Group
announced that its joint venture, NYK Stolt Tankers S.A., had reached an agreement with Nantong
Xiangyu Shipyard in China to build six 38,000 dwt 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. The newbuilding deposits will be
paid out of operating cash flow and shareholder loans prior to delivery.
On January 31, 2025, the Group signed an agreement for two 16,000 dwt stainless steel parcel
tankers. These ships will be built by Fukuoka Shipbuilding for construction at Usuki Shipyard with
expected delivery between November 2027 and February 2028. The newbuilding deposit of $15.0
million was paid on May 29, 2025, and the total cost for the two ships is expected to be
approximately $82.7 million, including site team costs.
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 environmental 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 of 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.
190Stolt-Nielsen Limited | Annual Report 2025
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
$0.3 million and $0.5 million at November 30, 2025 and 2024, respectively. In addition, none of the
total loans and advances were interest-bearing as of both November 30, 2025 and 2024.
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 US $ thousands) | 2025 | 2024
Board fees | 975 | 2,140
Salary and benefits | 6,246 | 6,048
Profit sharing | 2,705 | 3,607
Long-term incentives | 2,780 | 2,279
Defined benefit pension cost | 159 | 148
Defined contribution pension cost | 420 | 481
Total compensation and benefits | 13,285 | 14,703
Average number of key managers included | 12 | 11

At the end of 2025 and 2024, the Board of Directors consisted of six 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 US $ thousands) | 2025 | 2024
Joint ventures: |  |
Amounts due from the Group | 13,514 | 26,157
Amounts due to the Group | 72,893 | 87,046

Included within amounts due to the Group are nil and $5.7 million as of November 30, 2025 and
2024, 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 $62.5 million and $42.7 million as of
November 30, 2025 and 2024, bear interest at 5.23%. The Group had also made long-term
advances of $13.1 million and $38.7 million to other joint ventures and associates at November 30,
2025 and 2024, respectively. Interest on these range from 4.8% to 7.0% in 2025 and 2024. Interest
received in cash was $1.7 million and nil as of November 30, 2025 and 2024, respectively.
The joint ventures and associates include the following items related to transactions with
the Group:

| For the years ended November 30 |
(in US $ thousands) | 2025 | 2024
Joint Ventures |  |
Charter hire revenue 1 | 156,628 | 213,483
Tank container cleaning station revenue | 7,863 | 9,167
Charter hire expense | 61,521 | 131,535
Management, freight and STJS commission and other expenses | 18,308 | 37,263
Finance expense | 3,249 | 4,135
Associates |  |
Bareboat revenue | – | 4,231
Commission, management and other revenue 2 | 1,475 | 1,838
Tank container cleaning station revenue | 3,536 | 3,531

1. The charter hire revenues are amounts distributed to NYK Stolt Tankers S.A., NSSH and HS4 joint ventures of the Group, for their share of
STJS or SNAPS Pool revenue.
2. Represents commission and management fees paid to E&S Tankers as the joint venture trades some 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 $0.6 million
as of November 30, 2025 and 2024, respectively.
191Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
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.
There are no 2025 matters pending in civil litigation that warrant specific reference due to its legal
risk and exposure.
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 .
30. Common Shares, Founders’ 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.

|  | Founders’ 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, 2025 | 14,630,949 | 1,350,750 | 58,523,796 | 5,403,000
Balance at November 30, 2024 | 14,630,949 | 1,250,000 | 58,523,796 | 5,000,00 0

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, 2025 and
2024. As of November 30, 2025 and 2024, there were 58,523,796 Common Shares issued, of which
Treasury shares were 5,403,000 and 5,000,000, respectively. 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 6, 2025, the Company’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 20,
2025. The total amount of the dividend was $53.1 million, which was classified as an interim
dividend and paid on December 3, 2025.
On February 11, 2025, the Company’s Board of Directors recommended a final dividend for 2024 of
$1.25 per Common share. The dividend was approved at the Group’s Annual General Meeting for
shareholders held on April 17, 2025, in Bermuda. The total amount of the dividend was $67.1 million
and was paid on May 7, 2025. This brings the total dividends for 2024 to $2.50 per share.
On November 7, 2024, the Company’s Board of Directors declared an interim dividend of $1. 25 per
Common share and $0.005 per Founder’s share to shareholders of record as of November 22,
2024. The total amount of the dividend was $67.0 million, which was classified as an interim
dividend and was paid on December 4, 2024.
192Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Treasury shares
In 2018, 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 2024. During 2025, the
Company acquired an additional 403,000 shares for $8.9 million, completing the programme.
In the second quarter of 2025, the shareholders at the Annual General Meeting authorised the
purchase of up to $20.0 million worth of the Company’s Common Shares, of which nothing has
been utilised.
Founder’s Shares and Treasury shares
As of November 30, 2025 and 2024, 13,280,199 and 13,380,949, respectively, 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, 2025 and 2024, the Group held 5,403,000 and 5,000,000 Treasury shares and
1,350,750 and 1,250,000 of Founder’s Shares, respectively. 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, 2025 and
2024, 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 US $ thousands) | 2025 | 2024
Short-term loans, long-term debt and lease liabilities | 2,601,610 | 2,186,783
Equity attributable to equity holders of SNL less intangible assets and goodwill and excluding other components of equity | 2,490,16 0 | 2,316,743
Debt to tangible net worth | 1.04 | 0.94

The debt to tangible net worth of 1.04 at November 30, 2025 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
EPS computations:

| For the years ended November 30 |
(in US $ thousands, except per share data) | 2025 | 2024
Net profit | 350,156 | 394,759
Less: Dividends on Founder’s Shares | (66) | (67)
Net profit attributable to holders of Common Shares | 350,090 | 394,692
Basic and diluted weighted average shares outstanding | 53,282 | 53,524
Basic earnings per share | 6.57 | 7.38
Diluted earnings per share | 6.57 | 7.38

193Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
32. Reconciliation of Net Profit to Cash Generated from
Operations

| For the years ended November 30 |
(in US $ thousands) | 2025 | 2024
Net profit | 350,156 | 394,759
Adjustments to reconcile net profit to net cash from operating activities: |  |
Depreciation of property, plant and equipment | 334,440 | 294,416
Amortisation of intangible assets | 6,008 | 4,341
Finance expense, net | 133,477 | 109,984
Net periodic benefit expense of defined benefit pension plans | 878 | 1,067
Income tax expense | 39,749 | 46,356
Share of profit of joint ventures and associates | (43,511) | (62,758)
Fair value adjustment on biological assets | (12,607) | 699
Foreign currency exchange loss (gain), net | 1,661 | (277)
Gain on step-up acquisition of Avenir LNG Ltd and Hassel Shipping 4 A.S. | (75,190) | –
Gain on disposal of assets, net | (520) | (7,485)
Changes in assets and liabilities: |  |
Decrease (increase) in receivables | 75,562 | (36,653)
Decrease in inventories | 636 | 624
(Increase) decrease in biological assets | (2,435) | 208
(Increase) decrease in prepaid expenses and other current assets | (2,076) | 25,633
(Decrease) increase in accounts payable and other current liabilities | (75,307) | 10,972
Contributions to defined benefit pension plans | (1,629) | (1,642)
Payment of the MSC Flaminia provision | – | (290,000)
Dividends from joint ventures and associates | 33,352 | 53,808
Other, net | (2,582) | (173)
Cash generated from operations | 760,062 | 543,879

33. Business Combinations
Accounting policy
Business combinations are accounted for using the purchase accounting method. This involves
recognising identifiable assets (including previously unrecognised intangible assets) and liabilities
(including contingent liabilities and excluding future restructuring) of the acquired business at fair
value. The cost of the acquisition is measured at the aggregate of the fair values, at the date of
exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group
in exchange for control of the acquiree. The acquiree’s identifiable assets, liabilities and contingent
liabilities are recognised at their fair values at the acquisition date. Any non-controlling interest in the
acquiree is initially measured at the interest’s proportion of the net fair value of the assets, liabilities
and contingent liabilities recognised. Acquisitions from non-controlling interests are considered
transactions with shareholders and decreases or increases between the cost and the net value are
recorded directly in shareholders’ equity.
Upon obtaining control over a joint venture or associate through the acquisition of additional shares,
the Group consolidates the entity in accordance with IFRS 10, Consolidated financial statements.
The previously held equity interest is remeasured at fair value, with any resulting gain or loss
recognised in profit or loss.
The measurement of assets and liabilities at fair value requires assumptions to be made which are
inherently subject to estimation uncertainty. See Note 2, Business Acquisitions, for details of the
estimates and underlying assumptions made with respect to the below business acquisitions.
194Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Acquisition of 53.0% of Avenir
On January 27, 2025, the Group entered into a share purchase agreement (the SPA) to acquire the
46.9% of Avenir owned by Golar and Hoegh’s ownership interests (the Avenir Transaction). The
Avenir Transaction was completed on February 6, 2025. Under the terms of the SPA, the Group
acquired the shares for $1.00/share or approximately $79.6 million. After the Avenir Transaction,
the Group has acquired an additional 1.9% of Avenir shares from other Avenir shareholders at
$1.00 per share.
On March 5, 2025, the Group launched a compulsory offer for the remaining 4.2% of Avenir shares
at $1.00 per share, which was completed in April 2025. This purchase was accounted for as a
transaction between shareholders and a $1.1 million loss has been recognised in retained earnings
on the derecognition of the non-controlling interest as the cash paid out was $7.5 million.
The Group’s purpose of acquiring the remaining shares of Avenir was to strengthen its position in
the LNG sector and identify more sustainable energy solutions.
The reported purchase consideration, fair values and the purchase price allocation are preliminary
and subject to change. As permitted under IFRS 3, if new information obtained within one year of
the date of acquisition about facts and circumstances that existed at the date of acquisition
identifies adjustments to the below amounts, or any additional provisions that existed at the date of
acquisition, then the accounting for this acquisition will be revised.
The following table summarises the preliminary consideration transferred to acquire Avenir and the
amounts of identified assets acquired and liabilities assumed at the acquisition date.

(in US $ thousands) |
Cash consideration for equity | 81,905
Share of closing net debt and shareholder loan to SNL | 75,021
Share of working capital | (1,518)
Total consideration | 155,408
Fair value of the Group’s investment in Avenir before the business combination | 77,951
Non-controlling interest | 6,350

Recognised amounts of identifiable assets acquired and liabilities assumed:

|  | Preliminary |
|  | Fair v alue |
(in US $ thousands) | Transfer value | adjustments | Total
Cash and cash equivalents | 17,850 | – | 17,850
Short-term receivable to the Group | (3,992) | – | (3,992)
Net working capital | 3,315 | – | 3,315
Newbuildings | 25,166 | – | 25,166
Ships in service | 210,213 | 81,344 | 291,557
Shareholder loan to the Group | (23,997) | – | (23,997)
Debt related to ships | (140,192) | (1,905) | (142,097)
Non-controlling interest | (6,350) | – | (6,350)
Net assets acquired | 82,013 | 79,439 | 161,452
Consideration paid for net assets and non-controlling interest | 166,207 | – | 166,207
Goodwill | – | – | 4,755

As a result of the Group obtaining control over Avenir, the Group’s previously held 47% interest was
remeasured to fair value, resulting in a gain of $32.5 million. The gain has been recognised as Gain
on step-up acquisition of Avenir and Hassel Shipping 4 A.S.
The fair value of the noncontrolling interest of $6.4 million and the Group’s previously held
equity interest of $45.9 million was estimated by applying a market approach. These fair value
measurements are based on significant inputs not observable in the market and thus represent
Level 3 measurements.
Avenir’s goodwill is attributable to the synergies expected to arise after the Group’s acquisition
of Avenir.
Ships in-service
Avenir’s in-service fleet includes five LNG ships, built between 2020 and 2022, plus deposits for two
newbuildings to be delivered between 2026 and 2027. The Group has recognised the ships in-
service and the newbuilding deposits in the opening balance sheet at their fair value based on the
guidance in IFRS 13 Fair Value. Furthermore, the useful economic lives of all recognised assets
were assessed at the opening balance sheet dates and any changes applied prospectively. The
income approach was used in the valuation of these ships, which considered the present value of
future cash flows and earnings expectations for each vessel and its residual value.
195Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Newbuildings
See Note 27.
Debt related to ships
Avenir’s loans at acquisition were at SOFR plus a margin ranging from 1.9% to 3.0%. Given the
floating rate structure of the loans, the loans’ carrying amounts are materially reflective of fair value.
The debt issuance costs were reversed upon acquisition.
Financial performance summary
From the date of acquisition to November 30, 2025, Avenir contributed $66.5 million of revenue and
a $3.6 million net profit to the Group’s results.
The following unaudited pro forma summary presents the Group as if the 81,905,982 shares of
Avenir purchased had been acquired on December 1, 2024. The pro forma information is provided
for comparative purposes only and does not necessarily reflect the actual results that would have
occurred, nor is it necessarily indicative of future results of operations of the combined companies.

| Pro forma year
| ended November
(in US $ thousands) | 30, 2025
Revenue | 2,774,701
Net profit | 349,356

Acquisition of remaining 50% of HS4
On January 31, 2025, the Group acquired the ownership interest of J.O. Invest AS in HS4 for $111.9
million. This acquisition increased the Group’s ownership interest to 100% in which case HS4
became a consolidated subsidiary of the Group on this date. HS4 was previously recorded using the
equity method of accounting. The Group’s purpose in acquiring the remaining ownership interest
was to address the tonnage replacement needs of the Group’s existing chemical tanker fleet.
The reported purchase consideration, fair values and the purchase price allocation are preliminary
and subject to change. As permitted under IFRS 3, if new information obtained within one year of
the date of acquisition about facts and circumstances that existed at the date of acquisition
identifies adjustments to the below amounts, or any additional provisions that existed at the date of
acquisition, then the accounting for this acquisition will be revised.
The following table summarises the preliminary consideration transferred to acquire HS4 and the
amounts of identified assets acquired and liabilities assumed at the acquisition date.

(in US $ thousands) |
Cash consideration for equity | 111,851
Share of closing debt and interest rate swap assumed | 77,548
Share of working capital | (3,873)
Total consideration | 185,526
Fair value of the Group’s investment in HS4 before the business combination | 111,851

Recognised amounts of identifiable assets acquired and liabilities assumed:

|  | Preliminary |
|  | Fair v alue |
(in US $ thousands) | Transfer value | adjustments | Total
Cash and cash equivalents | 21,364 | – | 21,364
Net working capital | 7,746 | – | 7,746
Derivatives | 5,541 | – | 5,541
Ships in service | 283,970 | 87,081 | 371,051
Debt related to ships | (180,949) | (1,051) | (182,000)
Net assets acquired | 137,672 | 86,030 | 223,702

As a result of the Group obtaining control over HS4, the Group’s previously held 50% interest was
remeasured to fair value, resulting in a gain of $42.6 million. The gain has been recognised as Gain
on step-up acquisition of Avenir and Hassel Shipping 4 A.S. on the consolidated income statement.
The fair value of the Group’s previously held equity interest of $67.0 million was estimated by
applying a market approach. These fair value measurements are based on significant inputs not
observable in the market and thus represent Level 3 measurements.
Ships in-service
HS4’s in-service fleet includes eight chemical tankers, built between 2016 and 2018. The Group has
recognised the ships in-service in the opening balance sheet at their fair value based on the
guidance in IFRS 13 Fair Value. Furthermore, the useful economic lives of all recognised assets
were assessed at the opening balance sheet dates and any changes applied prospectively. The
income approach was used in the valuation of these ships, which considered the present value of
future cash flows and earnings expectations for each vessel and its residual value.
Debt related to ships
HS4’s debt, which was secured by the eight ships are at SOFR plus a 2.5% margin with a $130.0
million balloon payment due in 2028. There are interest rate hedges on 75% of the loan. The debt
issuance costs were reversed upon acquisition.
196Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
-
Financial performance summary
From the date of acquisition to November 30, 2025, HS4 contributed $71.5 million of revenue and
$26.0 million of net profit to the Group’s results.
The following unaudited pro forma summary presents consolidated information of the Group as
if the business combination had occurred on December 1, 2024.

| Pro forma year
| ended November
(in US $ thousands) | 30, 2025
Revenue | 2,769,001
Net profit | 352,501

If the acquisition had occurred on December 1, 2024, revenue would not have changed as HS4 was
a participant in the STJS.
In determining these amounts, management has assumed that the fair value adjustments
determined provisionally at the date of acquisition would have been the same if the acquisition had
occurred on December 1, 2024.
Acquisition of Suttons
On November 4, 2025, the Group acquired 100% of the shares of Suttons for $79.4 million
(£58.6 million). The Group’s purpose of acquiring the shares of Suttons was to expand the Group’s
ISO tank fleet and broaden the product offering with specialised areas of expertise.
Since the transaction was completed close to year end, the purchase consideration, fair values and
purchase price allocation are preliminary and subject to change. As permitted under IFRS 3, if new
information obtained within one year of the date of acquisition about facts and circumstances that
existed at the date of acquisition identifies adjustments to the below amounts or any additional
provisions that existed at the date of acquisition, then the accounting for this acquisition will
be revised.
The following table summarises the preliminary consideration transferred to acquire Suttons and
the amounts of identified assets acquired and liabilities assumed at that date.

(in US $ thousands) |
Cash consideration for equity | 79,425
Share of closing debt and interest rate swap assumed | 38,035
Share of working capital | (585)
Total consideration | 116,875

The expenses related to the acquisition of Suttons was $2.8 million have been recorded to
Administrative and general expenses.
Recognised amounts of identifiable assets acquired and liabilities assumed:

|  | Preliminary |
|  | Fair v alue |
(in US $ thousands) | Transfer value | adjustments | Total
Cash and cash equivalents | 4,200 | – | 4,200
Net working capital | 585 | – | 585
Property, plant and equipment | 79,864 | – | 79,864
Right-of-use assets | 14,912 | – | 14,912
Customer relations intangible asset | – | 10,218 | 10,218
Deferred tax asset | 4,608 | (4,608) | –
Other assets | 553 | – | 553
Long-term debt and lease liabilities | (42,235) | – | (42,235)
Provisions | – | (2,036) | (2,036)
Deferred tax liability | (14,357) | 509 | (13,848)
Non-controlling interest | (226) | – | (226)
Net assets acquired | 47,904 | 4,083 | 51,987
Consideration paid for net assets and non-controlling interest | – | – | 79,425
Goodwill | – | – | 27,438

The goodwill is attributable to the synergies expected to arise after acquisition and the workforce of
the acquired business.
The Customer relations intangible asset valuation was based on the expected value of the
expansion of the Group’s product offerings with specialised areas of expertise and the benefit of
establishing relationships with new customers.
These fair value measurements are based on significant inputs not observable in the market and
thus represent Level 3 measurements.
ISO tank fleet
Suttons’ ISO tank fleet includes 7,254 owned tank containers built from 1994 to 2023 and 4,089
leased tank containers. The Group has recognised the assets in the opening balance sheet at their
fair value based on the guidance in IFRS 13, Fair Value. Further, the useful economic lives of all
recognised assets were assessed at the opening balance sheet dates and any changes applied
prospectively. The income approach was used in the valuation of these tank containers, which
considered the present value of future cash flows and earnings expectations for each tank
container and its residual value.
197Stolt-Nielsen Limited | Annual Report 2025
Notes to the Financial Statements continued
Financial performance summary
From the date of acquisition to November 30, 2025, Suttons contributed $10.1 million of revenue
and a $1.0 million net loss to the Group’s results.
The following unaudited pro forma summary presents consolidated information of the Group as
if the business combination had occurred on December 1, 2024.

| Pro forma year
| ended November
(in US $ thousands) | 30, 2025
Revenue | 2,934,401
Net profit | 348,856

These pro forma adjustments have been calculated after adjusting the results of the Group to
reflect the additional depreciation and amortisation that would have been charged assuming the
fair value adjustments to property, plant and equipment had been applied from December 1, 2024.
34. Subsequent Events
On February 26, 2026, the Company’s Board of Directors recommended a final dividend for 2025 of
$1.00 per Common share. The dividend, which is subject to shareholder approval, will be voted on
at the Group’s Annual General Meeting for shareholders held on April 16, 2026, in Bermuda.
In February 2026, the Group renewed its option on the $120.0 million DNB RCF to extend its
expiration date to be in December 2027.
The Group repaid the outstanding HS4 Loan Facility of $85.6 million in January 2026. The Group
also finalised the final five tranches of a new debt facility, raising $231.5 million.
In March 2026, the Group announced that it had entered into a share purchase agreement
with NYK for 50% of Avenir. The sale agreement is subject to customary approvals, which are
expected in the second quarter of 2026. The Group intends to jointly own and operate Avenir
as a joint venture.
198Stolt-Nielsen Limited | Annual Report 2025
Responsibility Statement
We confirm, to the best of our knowledge, that the consolidated Group and Company Financial
Statements for the period December 1, 2024 to November 30, 2025 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 disclose 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, and a description of the principal risks and uncertainties facing
the Group and material related party transactions.
We also confirm that the Annual Report, including the Sustainability Statement, has been prepared
in accordance with section 2 of the Norwegian Accounting Act and that the EU Taxonomy
disclosures are prepared in accordance with Article 8 of Regulation (EU) 2020/852 and the related
delegated acts.
The Financial Statements and Directors' Report on pages 1 to 198 were approved and signed on
behalf of the Board of Directors.
Udo Lange
Jens F. Grüner-Hegge
Chief Executive Officer
Chief Financial Officer
London
March 17, 2026
199Stolt-Nielsen Limited | Annual Report 2025
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 2025
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 2025; the
Consolidated Statement of Total 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 material
accounting policies.
Our opinion is consistent with our reporting to the Audit Committee.
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.
Our audit approach
Overview
Materiality
• Overall materiality: $27.7m (2024: $28.9m) based on 1% of revenue
• Performance materiality: $20.8m (2024: $21.6m)
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 certain financial statement line items within Terminals and Stolt Sea Farms
entities, in addition to entities within the Tankers and Stolt Tank Containers divisions
outside of the full scope components mentioned above.
• Procedures were also performed at the Group level including audit of certain financial
statement line items across the Group and testing of the consolidation process.
• The reporting locations subject to audit procedures accounted for 66% of the Group’s
revenue and 91% of the Group’s total assets.
Key audit matters
• Voyage Revenue Recognition
• Valuation of assets and liabilities on acquisition of Suttons International Holdings Limited
and its subsidiaries (‘Suttons’).
200
Stolt-Nielsen Limited | Annual Report 2025
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. 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, including journals crediting revenue with unexpected offsetting
accounts and those journals which could manipulate the classification of cash flows
toartificially inflate management’s bonus metric; 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.
Independent auditors’ report to the members of Stolt-Nielsen Limited continued
201Stolt-Nielsen Limited | Annual Report 2025
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.
Valuation of assets and liabilities on acquisition of Suttons is a new key audit matter this year. Otherwise, the key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Voyage Revenue Recognition
Voyage revenue for Stolt Tankers, including freight, demurrage and other revenue,
includesestimation of revenue for incomplete voyages and claimed amounts for demurrage
as at the balance sheet date.
For voyages in progress at year-end, the percentage of completion of those voyages is
estimated by management. Due to an inherent level of estimation uncertainty, the greater
need and scope for management to apply judgement, and greater complexity involved with
voyage revenue calculations, we concluded that the risk of error in voyage accounting was
an area which required more audit effort. Specifically, our work focussed on the calculation
of voyage revenue and costs (accuracy) and estimates over the percentage of completion
ofvoyages in progress at the year-end (cut-off).
Refer also to note 2 in the consolidated financial statements
We have performed the following procedures to address this key audit matter:
• 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 year over year.
• 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.
• For freight revenue, matching of revenue recognised at the transaction level in the subledger
to revenue recognised in the general ledger, purchase order data, invoice and bill of lading data
and cash receipt data and testing a sample of unmatched items.
• Substantive testing of demurrage revenue transactions.
We did not identify any material misstatements or indications of management bias from
theaudit procedures performed.
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202Stolt-Nielsen Limited | Annual Report 2025
Key audit matter How our audit addressed the key audit matter
Valuation of assets and liabilities on acquisition of Suttons
On 5 November 2025, the Group announced the acquisition of Suttons International
HoldingsLimited (Suttons).
IFRS 3 requires management to fair value the assets and liabilities acquired.
Totalcashconsideration amounted to $79.4m, of which $52.0m has been allocated to
identifiable net assets of the target and the remaining $27.4m has been allocated to goodwill.
We consider the valuation of the assets acquired to be a significant risk.
As part of the acquisition accounting, management undertook a detailed fair value
assessment of the fleet of tank containers acquired and determined no adjustments
tobookvalue were required. Management have used a discounted cashflow method for
valuing Suttons’ tank containers by projecting cash flows for 20 years (consistent with group
depreciation policies). These cash flows have been discounted using a WACC of 10.0%.
Of the assets and liabilities acquired, the valuation of the tank container fleet represented the
most material component and involved the greatest degree of judgement and estimation.
Assuch, this was the area where we focused our audit procedures on, given the significance
of the valuation assumptions and the sensitivity of the fair value outcome to those inputs.
We have understood and evaluated the design and implementation of management’s processes
and controls over acquisition accounting.
We have performed the following with respect to the tank containers discounted cashflow model:
1. Assessed the mathematical accuracy of the discounted cashflow model.
2. Reviewed management’s model and identified the following significant assumptions:
• Average number of tanks and tank turn volume,
• Main job, spot tank hire revenue and contract revenue per load price,
• Freight and empty positioning costs as a percentage of revenue,
• Indirect administrative and general costs; and
• Discount rate.
3. Assessed the reasonability of management’s revenue and cost cash flow assumptions
considering factors such as alignment of forecasted deep-sea rates, volumes and growth
with STC’s 5 year plan, assessing forecast inflation against macroeconomic forecasts from
reputable sources, historical margin analysis of direct costs, consistency of forecasts with
theexpectations of market analysts and current contractual rates.
4. Our Valuation experts assessed the discount rate used in the model by determining a
reasonable range against market benchmarks, with management’s value of 10.0% falling
within this range. They also benchmarked the long-term growth rate applied by determining
areasonable range against market information, with management’s value of 2% falling
withinthis range.
We have not identified any material misstatement or indications of management bias through
audit procedures performed.
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203Stolt-Nielsen Limited | Annual Report 2025
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 chemicals, oils, acids and other bulk liquids;
Stolthaven Terminals which provides storage for specialty bulk chemicals, clean petroleum
products, liquefied petroleum gases, biofuels, oleochemicals, oils and fats; Stolt Tank
Containers which provides transportation for bulk-liquid chemicals and food-grade products;
Stolt Sea Farm which operates land-based farms producing turbot and sole; Stolt-Nielsen
Gas, which focuses mainly oninvesting in entities in the Liquefied Natural Gas (LNG) sector,
including LNG shipping, storage and distribution; 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 component 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 due to their financial significance.
For Stolthaven Terminals, an audit of Property, plant and equipment has been carried
outatStolthaven Houston, Stolthaven New Orleans and Stolthaven Singapore. An audit
ofRight-of-use assets, Lease liabilities and cash and cash equivalents has also been carried
out at Stolthaven Singapore and Stolthaven Australasia, as well as the audit of cash and cash
equivalents at the Saudi Arabia and Brazil Terminals. Procedures performed over the financial
statement line items for Stolthaven Singapore were performed by the component team
inthis territory.
For Stolt Sea Farm, specified procedures have been performed over Biological assets
inStoltSea Farm Spain by the component team in this territory.
Certain procedures have also been performed centrally in the UK over additional items at the
Group level, including Investment in equity instruments and debt instruments, Investments
in and advances to joint ventures and associates and related share of profit, Long-term debt
and related interest expense, Short-term bank loans, Derivative financial instruments, Income
tax expense, Income tax receivable, Income tax payable, Deferred tax assets, Deferredtax
liabilities, Employee benefit assets and liabilities, Shareholders’ equity and dividends,
Businesscombinations, in order 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.
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 component teams in the Netherlands, Spain, Singapore,
and The United States of America, holding regular video conference calls, attending site visits
to the Tankers component in Rotterdam, as well as reviewing working papers remotely and
assessing matters reported.
In total the work performed accounted for 66% of consolidated Group revenue and 91%
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.
Independent auditors’ report to the members of Stolt-Nielsen Limited continued
204Stolt-Nielsen Limited | Annual Report 2025
The impact of climate risk on the 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.
In addition to enquiries with management, we also read additional reporting made by the
entity on climate including its sustainability statement. We challenged the completeness of
management’s climate risk assessment by reading the sustainability statement and making
management aware of any internal inconsistencies in their climate reporting.
The Group’s climate change transition plan, biodiversity and ecosystems transition plan,
sustainability strategies, policies and targets are in development and will be reviewed under
supervision of both the Management Team and the Board of Directors. Therefore, there are
no commitments that directly impact financial reporting as management has not yet approved
targets and developed a pathway to deliver on them and will only be able to model the impact
once the pathway is developed.
The key area of the financial statements where management evaluated that climate risk
couldhaveapotential significant impact was in the impairment assessment oftheAustralia
Terminalcash-generating units (‘CGUs’).
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 impairment assessment to potentially be impacted
byclimate risk and performed audit work in this area accordingly.
To respond to the audit risk identified in this area we tailored our audit approach to, in
particular, challenge management on how the impact of both physical and transition risks
arising due to climate risk would impact assumptions within the discounted cash flows
prepared by management that are used in the Group’s 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.
We also considered the consistency of the disclosures in relation to climate change within
the Annual Report (including the disclosures in the Sustainability statement) 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 2025.
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 $27.7m (2024: $28.9m).
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 $15.2m.
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% (2024: 75%)
of overall materiality, amounting to $20.8m (2024: $21.6m) for the group financial statements.
Component performance materiality was also 75% (2024: 75%) of allocated materiality.
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 (2024: $1.4m) as well as misstatements below that amount that,
in our view, warranted reporting for qualitative reasons.
Independent auditors’ report to the members of Stolt-Nielsen Limited continued
205Stolt-Nielsen Limited | Annual Report 2025
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.
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 199 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.
Independent auditors’ report to the members of Stolt-Nielsen Limited continued
206Stolt-Nielsen Limited | Annual Report 2025
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
David Beer.
Other required reporting
Report on legal and other regulatory requirements
We have checked the compliance of the consolidated financial statements of the Company
asat 30 November 2025 with the relevant statutory requirements set out in the ESEF
Regulation that are applicable to financial statements. That is, for the Group:
• 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 Group as at 30 November 2025,
identified as stoltnielsen-2025-11-30-en.zip, have been prepared, in all material respects,
incompliance with the requirements laid down in ESEF Regulation.
PricewaterhouseCoopers LLP
Chartered Accountants
Watford
17 March 2026
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.
Independent auditors’ report to the members of Stolt-Nielsen Limited continued
207Stolt-Nielsen Limited | Annual Report 2025
Other
information
208Stolt‑Nielsen Limited | Annual Report 2025 208
Stock listing
Common Shares
On Oslo Børs under symbol SNI
Shares outstanding
(as of November 30, 2025)
Common Shares – 53,120,796
Country of Incorporation: Bermuda
Annual General Meeting
April 16, 2026
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
Auditor
PricewaterhouseCoopers LLP
40 Clarendon Road
Watford
Hertfordshire WD17 1JJ
UK
Financial information
Copies of press releases and quarterly earnings releases are
available on our website orby contacting:
Stolt-Nielsen M.S. Ltd
Aldwych House
71–91 Aldwych
London WC2B 4HN
UK
Tel: +44 20 7611 8960
Email: investors@stolt.com
Shareholder information
Other information
Investor relations
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
UK
Tel: +44 20 7611 8985
Email: investors@stolt.com
Press enquiries
For media enquiries, please contact:
Kirsty MacCallum
Stolt-Nielsen M.S. Ltd
Aldwych House
71–91 Aldwych
London WC2B 4HN
UK
Tel: +44 20 7611 8926
Email: info@stolt.com
209
Stolt-Nielsen Limited | Annual Report 2025
Other information continued
Contacts
Registered address
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
London
Aldwych House
71–91 Aldwych
London WC2B 4HN
UK
Tel: +44 20 7611 8960
Contact details for our offices can be found at
www.stolt-nielsen.com/contacts.
Oslo
Grev Wedels Plass 7
0151 Oslo
Norway
Tel: +47 22 80 75 80
Rotterdam
Westerlaan 12
3016 CK Rotterdam
The Netherlands
Tel: +31 0 10 281 8888
210
Stolt-Nielsen Limited | Annual Report 2025
Aldwych House
71–91 Aldwych
London
WC2B 4HN
UK
Tel: +44 20 7611 8960
www.stolt-nielsen.com