Stolt-Nielsen S.A. Sells 2 Million Shares in Stolt Offshore

Stolt-Nielsen S.A. sold two million shares of Stolt Offshore S.A. (SOSA). The shares were sold at the market price of 24 Norwegian Kroner per share (approximately $3.46 per share at current exchange rates). In line with normal settlement practices, the sale is expected to close on February 25, 2004. SNSA, through its wholly owned subsidiary, Stolt-Nielsen Transportation Group (SNTG), retains approximately a 41 percent economic and voting interest in Stolt Offshore. SNSA expects that, assuming no other changes to SOSA's share capital, its ownership interest in SOSA will increase, but remain below 50 percent following both the completion of SOSA's previously announced plans to raise up to $50 million in a subsequent equity issue and the conversion of $50 million of subordinated debt owed to SNSA by SOSA into 22.7 million SOSA Common Shares. Upon completion of these actions, SNSA expects to have an approximately 43 percent ownership interest in SOSA.

"We can now deconsolidate SOSA for financial reporting purposes. This will simplify SNSA's balance sheet and allow us to achieve compliance with the financial covenants contained in our original borrowing arrangements with our primary creditors," said Niels G. Stolt-Nielsen, Chief Executive Officer of SNSA. "We will continue working closely with our primary lenders."