<Page>
                                                                  Exhibit 10.3

MANAGEMENT'S DISCUSSION AND ANALYSIS

COMPANY DESCRIPTION

Stolt-Nielsen S.A. ("SNSA"), a Luxembourg company, and subsidiaries (together,
the "Company") is engaged in three businesses: Transportation, Offshore
Construction and Seafood. The Transportation business is carried out through
Stolt-Nielsen Transportation Group Ltd. ("SNTG"); the Offshore Construction
business is carried out through Stolt Offshore S.A. ("SOSA"), a subsidiary in
which the Company held a 53% economic interest and a 61% voting interest as of
November 30, 2001; and the Seafood business is carried out through Stolt Sea
Farm Holdings plc ("SSF"). In addition, the Company has two e-commerce
businesses which were formed in 2000. Optimum Logistics Ltd. ("OLL") provides
logistics software for the chemical and other bulk materials industries and
SeaSupplier Ltd. ("SSL") provides a total marine procurement system.

In 2001, the Company had consolidated net operating revenue of $2.7 billion,
compared to $2.3 billion in 2000 and $1.8 billion in 1999. The following table
summarizes the Company's results, adjusted for non-recurring items, which are
described in more detail in the "Results of Operations" section that follows.

<Table>
<Caption>
(U.S. dollars in millions)                 2001     2000      1999
---------------------------------------   ------   ------    ------
<S>                                       <C>      <C>        <C>
NET INCOME (LOSS), AS REPORTED            $23.7    $(12.4)    $46.9
Non-recurring items:
Gain on disposal of assets, net            (9.4)     (2.2)     (5.0)
Write-off of Comex trade name,
   net of minority interest in SOSA         4.2         -         -
Recognition of tax benefits of net
   operating loss carryforwards by SSF        -      (2.6)    (11.0)
Restructuring charges
   SNTG                                       -         -       2.8
   SOSA                                       -       3.3       1.6
---------------------------------------   ------   ------    ------
INCOME (LOSS) BEFORE
   NON-RECURRING ITEMS                    $18.5    $(13.9)    $35.3
</Table>


GENERAL BUSINESS ENVIRONMENT

STOLT-NIELSEN TRANSPORTATION GROUP LTD.

SNTG is engaged in the worldwide transportation, storage and distribution of
bulk liquid chemicals, edible oils, acids and other specialty liquids, providing
its customers with integrated logistics solutions.

SNTG is one of the largest operators of parcel tankers in the world, and is also
the largest operator in the tank container market. Parcel tankers and tank
containers carry similar products with parcel tankers typically used to
transport cargo lots greater than 150 metric tons, while tank containers are
typically more economical for transportation of smaller cargo lots.

SNTG's parcel tanker operations compete with operators based primarily in Europe
and the Asia Pacific region. The parcel tanker market can be divided into two
segments, deep-sea and regional. SNTG has only one competitor that offers the
same worldwide service and is of comparable size, although there is more
competition in specific regional markets.

SNTG's terminals act as regional hubs to improve the operational efficiency of
SNTG's parcel tankers and offer storage and distribution services to the same
customers and for the same products as the tanker and tank container operations.
SNTG currently owns and operates two tank storage terminals in the U.S. and one
in Santos, Brazil, with a combined capacity of approximately 2.5 million barrels
of liquid storage. SNTG's terminal operations also have interests in three
ventures, with a combined storage capacity of 4.4 million barrels: (i) a 40%
interest in Stolthaven Westport, a joint venture with the Bolton Group in
Malaysia; (ii) a 37% interest in Dovechem Terminal Holdings Ltd., a
publicly-traded company listed on the Singapore stock exchange, with terminals
and drum manufacturing interests in China, Singapore, Indonesia and Malaysia;
and (iii) a 50% interest in Jeong Stolthaven IL Tank Terminal ("JSTT") which has
a terminal facility in Ulsan, South Korea. The results of the joint ventures are
accounted for under the equity method of accounting.

SNTG completed the first phase of the construction of a public, bulk liquid
storage terminal at Braithwaite, LA, containing 38 tanks with a total of 850,000
barrels of storage capacity and associated ship, rail and trucking facilities at
a total cost to date of approximately $54 million. The terminal was 48%
completed with a total of 405,000 barrels operational at year end, with the
balance of 445,000 barrels to be completed during the first quarter of 2002.

Demand for SNTG's services is dependent on the condition and growth of the
worldwide economy and trade patterns for the products shipped and stored.
Factors impacting this include overall demand for the products SNTG carries and
stores, location of the production of the products carried and stored in
relation to location of demand, currency fluctuations, import/export tariffs and
other trade restrictions, and current spot and future prices of the products.
Any general economic slowdown could also have an adverse effect on the demand
for those services and therefore, upon SNTG.

The supply of parcel tankers is influenced by the number of new ships delivered
into the market, scrappings, and industry regulation. For certain products
carried (usually larger commodity type products rather than specialty
chemicals), parcel tankers may face competition from some of the more
sophisticated of the product tankers. The world order book for new-buildings, to
be delivered over the next three years, stands today at 8% to 9% of the total
competitive fleet. Adjusting for expected scrappings and downgradings, the
Company expects the world net supply of tonnage to grow by approximately 1% to
2% per year over this period.

SNTG's tank container operations compete with other tank container operators,
shipper-owned tank containers, barrel drums, liquid bags, and, on land, with
truck and rail tank cars. The supply of tank containers is influenced by the
number of tank containers constructed and industry regulations.

After a period of strong growth in chemical shipments in the mid 1990's, the
economic crisis in the Asia Pacific region and other developing areas resulted
in a decrease in parcel tanker and tank container volumes into and within Asia
Pacific. This situation, combined with an increase in the supply of parcel
tankers and tank containers, resulted in both contracts and spot rates declining
in 1998 and into 1999. As the Asia Pacific economies began to slowly recover,
volumes began to improve in most areas beginning in the second half of 1999 and
throughout 2000. In late 2000, parcel tanker rates began to show significant
improvement. This advance continued throughout most of 2001, resulting in a
favorable impact on profit margins.

In early 2001, SNTG embarked upon a major strategic initiative to improve the
utilization of assets, divest non-core assets, and reduce costs. Aspects of this
initiative include combined service agreements with other parcel tanker
operators in certain markets to reduce operating costs and improve utilization
(the most recent of which is with Jo Tankers as announced in January, 2002); an
overhead reduction effort (announced in January, 2002) which management believes
will save SNTG approximately $10 million per year by 2003 and will

<Page>

pages 20/21

result in a one-time charge of approximately $10 million in 2002; the sale of
non-strategic assets, including the November, 2001 sale of the Perth Amboy, NJ
and Chicago, IL terminals; and the construction of a new storage terminal in
Braithwaite, LA (which opened for business in mid-2001) and expansion of
terminals in other key ports to increase the synergy between SNTG's ships and
storage terminals.

STOLT OFFSHORE S.A.

SOSA is a leading offshore contractor to the oil and gas industry, specializing
in technologically sophisticated deepwater engineering, flow-line and pipeline
lay, construction, inspection and maintenance services. SOSA operates in more
than 60 countries worldwide and maintains regional offices in the U.K., Norway,
Asia Pacific, Southern Europe, Africa and the Middle East ("SEAME"), South
America and North America.

On December 7, 1999, SOSA completed a transaction to form a joint venture
entity, NKT Flexibles I/S ("NKT"), a manufacturer of flexible flowlines and
risers for the offshore oil and gas industry. NKT is owned 51% by NKT Holdings
A/S, and 49% by SOSA. This transaction was effected by the acquisition of Danco
A/S, a wholly-owned Norwegian company, which holds the investment in the joint
venture entity. SOSA issued 1.8 million SOSA Class A shares with an average
guaranteed value of $14.475 per share and paid $10.5 million in cash for its 49%
interest in NKT, for a total consideration of $36 million. This acquisition
secures the supply of flexible products for SOSA.

On December 16, 1999, SOSA acquired approximately 55% of the French offshore
construction and engineering company ETPM S.A. ("ETPM"), a wholly-owned
subsidiary of Groupe GTM S.A. ("GTM"). GTM has subsequently been acquired by
Groupe Vinci S.A. ("Vinci"). The remaining 45% was acquired on February 4, 2000.
The purchase price was comprised of $111.6 million in cash; the issuance of 6.1
million SOSA Class A shares at a maximum guaranteed price of $18.50 per share,
giving a value of $113.6 million that comes due for settlement in the second
quarter of 2002; and acquisition costs of $3.4 million. SOSA also entered into a
hire purchase arrangement for two ships owned by GTM, the SEAWAY POLARIS and the
DLB 801, with an early purchase option after two years. The net present value of
this arrangement at the date of acquisition was $32.0 million. In addition, SOSA
assumed debt of $18.4 million that was due from ETPM to GTM and assumed debt of
$71.0 million that was due to third parties. The total purchase price was $350.0
million.

ETPM had a very strong market position in West Africa, which is one of the
fastest growing markets for SOSA's services. ETPM also had significant
engineering skills particularly in conceptual engineering and offshore design of
both subsea structures and of fixed and floating production platforms, in
addition to a fleet of pipelay barges, which broaden SOSA's range of pipelay
capabilities.

In order to facilitate the funding of the cash portion of the SOSA investments
in 2000, SOSA issued 10.3 million Class A shares, which were purchased by the
Company in February 2000 for $100 million. As a result of the increased debt
burden assumed pursuant to the acquisition, SOSA decided to reduce its financial
leverage by offering a further 9.4 million Class A shares for subscription,
which were taken up by the Company in May 2000, for $100 million.

On July 18, 2001, SOSA acquired the Paris-based engineering company Ingerop
Litwin from Vinci. On September 4, 2001, SOSA acquired a controlling interest in
the Houston-based engineering company, Paragon Engineering Services, Inc. SOSA
agreed to pay a total of $16.7 million in cash for these two companies, $4.3
million which has been deferred until 2005. These acquisitions, by adding
conceptual design and detailed engineering skills, have enabled SOSA to better
undertake all of the engineering required on many of the large engineering,
procurement, installation and commission ("EPIC") type contracts that are
expected to come into the market in the next few years.

The market for SOSA's services is dependent upon the success of exploration and
the level of investment in offshore exploration and production by the major oil
companies. Such investment is cyclical in nature.

Following a period of increasing oil prices in recent years, there has been a
progressive increase in investment in offshore exploration and production by the
major oil companies. It takes time for the benefits of this investment to work
through to the offshore construction sector. SOSA expects to see a continued
expansion of demand in 2002 for the services that it provides, with this trend
continuing over the next few years. SOSA's backlog at January 31, 2002 stood at
$1.6 billion, of which $937 million is for 2002. This compares to a backlog at
January 31, 2001 of $1.2 billion, of which $877 million was for 2001.

STOLT SEA FARM HOLDINGS PLC

SSF produces, processes, and markets a variety of high quality seafood with
salmon production sites in Norway, North America, Chile, and Scotland; salmon
trout production sites in Norway and Chile; tilapia production sites in Canada;
turbot production sites in Spain, Portugal, Norway, and France; halibut
production sites in Nor-way; a tuna production site in Australia; and sturgeon
and caviar production sites in the U.S. SSF has worldwide marketing operations
with sales organizations covering North America, Europe, and Asia Pacific.

The aquaculture industry is one of the fastest growing segments of the food
industry with an average annual growth rate of 12% between 1984 and 2000. As the
world population grows and individuals increasingly seek healthier products like
fish, and the supply of wild catch seems to have reached its peak level, the
demand for farmed fish is expected to increase. From being primarily a salmon
farming and sales company, SSF has diversified over the years into farming and
selling other species, and has built a substantial seafood trading business in
the Asia Pacific region. The following table illustrates the balance of these
activities in terms of net operating revenue:

<Table>
<Caption>
(U.S. dollars in millions)                        2001     2000     1999
-------------------------------------------     -------  -------  -------
<S>                                             <C>      <C>      <C>
Atlantic Salmon/Salmon Trout
   Farming and Sales:
Americas                                        $130.0   $146.7   $123.7
Norway                                            76.9     77.5     81.8
United Kingdom                                    15.0     15.1     14.1
-------------------------------------------     -------  -------  -------
Other Species--Farming and Sales:
Turbot                                            20.8     19.2     17.7
Tuna                                              44.2        -        -
Halibut                                            1.9      2.5      2.2
Sturgeon                                           2.6      1.8      2.2
Tilapia                                            0.2      0.3      0.1
-------------------------------------------     -------  -------  -------
Sales and Marketing in Asia - Pacific            113.8     91.9     64.0
-------------------------------------------     -------  -------  -------
Inter-regional Elimination                       (31.0)   (29.0)   (29.4)
-------------------------------------------     -------  -------  -------
Total Net Operating Revenue                     $374.4   $326.0   $276.4
</Table>

Of the main competitors in the industry, SSF is one of three currently with a
presence in all the big four farming regions (Norway, Chile, Canada/U.S. and the
U.K). Two other major competitors farm in

<Page>

three of the big four regions. SSF is the only one with an in-market sales
organization in all main markets. SSF's position in the industry is strengthened
by the fact that SSF has further diversified into farming various new species.
SSF has also been developing a concept of sales of higher value added products
deeper in the market, through processing and sales units situated in the U.S.
market and known as seafood centers. The first of these was opened in 1997 in
Los Angeles, CA and a second was opened in Stratford, CT in 2001.

In August 1999, SSF acquired International Aqua Foods Ltd. ("IAF"), a
publicly-listed company, for approximately $11.0 million and the assumption of
$9.2 million in debt. IAF was involved in salmon and tilapia hatchery operations
in Canada and the U.S., and salmon and trout farming in Chile.

In September 2000, SSF purchased Rokerij La Couronne NV, a smoker and processor
of salmon and other seafood products.

In September 2000, SSF purchased the remaining 49% of Pacific Aqua Salmon
Farmers Ltd. ("PASFL") that it did not own. PASFL is a producer of Atlantic
salmon in British Columbia, and SSF acquired its initial 51% interest in the
company when it acquired International Aqua Foods Ltd. in 1999. The seller of
the 49% interest in PASFL was EWOS Canada Ltd., a subsidiary of Cermaq ASA. The
agreement involved SSF acquiring the remaining 49% of the company, while Cermaq
ASA acquired the assets and inventory owned by SSF at the Tofino, British
Columbia sites.

The total consideration for the three aforementioned SSF acquisitions in 2000
was approximately $9 million.

In December 2000, SSF purchased Australian Bluefin Pty Ltd., a company involved
in the ranching of Southern Bluefin tuna.

In December 2000, SSF purchased the remaining 49% of Ocean Horizons SA ("OHSA")
that it did not own. OHSA is a producer of Atlantic salmon in Chile, and SSF
acquired its initial 51% interest in the company when it acquired IAF in 1999.

In February 2001, SSF purchased Harlosh Salmon Limited, a company that is
involved in the farming of salmon in Scotland.

In July 2001, SSF purchased the 87.5% of Sociedad Pesquera Eicosal SA
("Eicosal") that it did not own. Eicosal is a producer of Atlantic salmon,
salmon trout and coho in Chile.

In July 2001, SSF purchased the 50% of Ferme Marine de l'Adour ("FMA") that it
did not already own. FMA is a producer of turbot in France.

The total consideration for the five aforementioned SSF acquisitions in 2001 was
approximately $80 million.

In December 2001, SSF purchased F&B Sales Ltd., a company based in Hong Kong and
involved in the trading of seafood, for a total consideration, including debt
assumed, of approximately $2 million.


MULTICURRENCY ACTIVITIES

The functional and the reporting currency of the Company, as well as that of a
majority of SNTG's activities, is the U.S. dollar.

In SOSA, the majority of net operating expenses are denominated in the
functional currency of the individual operating subsidiaries. The functional
currencies of the companies that comprise the Norway region and the U.K. region
are the Norwegian kroner and the British pound, respectively. The U.S. dollar is
the functional currency of the most significant subsidiaries within the Asia
Pacific, North America, SEAME, and South America regions. In SSF, the functional
currencies of significant subsidiaries include the U.S. dollar, the Norwegian
kroner, the British pound, the Euro and the Japanese yen.

Because revenues and expenses are not always denominated in the same currency,
the Company enters into forward exchange and option contracts to hedge capital
expenditure and operational nonfunctional currency exposures on a continuing
basis for periods consistent with the committed exposures. The Company does not
engage in foreign currency speculation.


RESULTS OF OPERATIONS

Results of operations are discussed below by business down to gross profit level
for SNTG and SSF, and to net income for SOSA, and then on a consolidated basis
for the remaining captions in the statements of income.

STOLT-NIELSEN TRANSPORTATION GROUP LTD.

TANKERS The total number of ships owned and/or operated by SNTG as of November
30, 2001, was 137, representing 2.4 million dead-weight tons ("dwt"). Of this
total, 71 ships participated in the Stolt Tankers Joint Service (the "Joint
Service"), an arrangement for the coordinated marketing, operation, and
administration of tankers owned or chartered by the Joint Service participants
in the deep sea inter-continental market. The remainder of the ships provide
regional services. The composition of the fleet at November 30, 2001 was as
follows:

<Table>
<Caption>
                                                              % of the Joint
                                                         Service net revenue
                                                          for the year ended
                                   Number     Millions          November 30,
                                 of ships       of dwt                  2001
------------------------------   ----------  ----------  -------------------
<S>                              <C>          <C>        <C>
Joint Service:
Stolt-Nielsen Transportation
   Group Limited                      43          1.39           74.5
NYK Stolt Tanker S.A.
   ("NYK Stolt")                       7          0.17           11.3
Rederi AB Sunship*                     3          0.12            5.3
Barton Partner Limited                 2          0.03            1.7
Bibby Pool Partner Limited             5          0.08            5.3
Unicorn Lines (Pty) Limited            2          0.03            1.9
------------------------------   ----------  ----------  -------------------
                                      62          1.82          100.0
Time-chartered ships                   9          0.28
------------------------------   ----------  ----------  -------------------
Total Joint Service                   71          2.10
Ships in regional services            66          0.31
------------------------------   ----------  ----------  -------------------
Total                                137          2.41
</Table>

*In December 2001, Rederi AB Sunship left the Joint Service.

Net revenue available for distribution to the participants is defined in the
Joint Service agreement as the combined operating revenue of the ships which
participate in the Joint Service, less combined voyage expenses, overhead costs,
and commission to outside brokers. The net revenue is distributed
proportionately to each participant according to a formula which takes into
account each ship's cargo capacity, number of operating days during the period,
and an earnings factor.

In its results of operations, SNTG tanker operations includes 100% of the net
operating revenue of the Joint Service, and then shows, as tanker operating
costs, all the voyage costs associated with the ships and the earnings
distributed to the other participants in the

<Page>

pages 22/23

Joint Service. SNTG's tanker operations share of the net income in NYK Stolt and
Chemical Transporter Limited, an affiliate of Rederi AB Sunship, are included in
"equity in net income of non-consolidated joint ventures," in the Company's
consolidated statements of income.

SNTG tanker operations' net operating revenue in 2001 increased 9% to $754.9
million, from $691.8 million in 2000 which was a 12% increase from $618.0
million in 1999. The changes in revenue can be explained as follows:

(i) A weak market existed in 1998, 1999 and the first three quarters of
2000 due to reduced demand from weak Asia Pacific economies and increased
competition resulting from an oversupply of tonnage due to the newbuilding
programs of SNTG and its competitors. Rates rose significantly starting in the
fourth quarter of 2000 and continued to rise throughout most of 2001 as the Asia
Pacific economies recovered and the industry's newbuilding programs neared
completion. In addition, in the latter half of 2000 and early 2001, a very
strong product tanker market resulted in a tightening of supply and upward
pressure on rates in the chemical tanker market.

(ii) SNTG's fleet in 2001 averaged 2.55 million dwt, an increase of 2% from 2.51
million dwt in 2000, which was an increase of 14% from 2.21 million dwt in 1999.

(iii) Cargo carried in 2001 was 27.0 million tons, an increase of 7% from 25.3
million tons in 2000, which was an increase of 14% from 22.1 million tons in
1999.

In 2001, 54% of tanker revenue was under Contracts of Affreightment ("COA"),
typically one year in duration. The remaining 46% were based on spot rates. The
percentage of revenue from COAs versus spot rates in 2000 and 1999 was broadly
similar at 58% and 42%, respectively.

SNTG's tanker operations had gross profit of $162.7 million, $109.9 million, and
$88.6 million in 2001, 2000, and 1999, respectively, and gross margins of 22%,
16%, and 14%, respectively. Gross profit and margins improved over this period
as a result of improvements in the Asia Pacific economies and a diminishing
supply of over-tonnage as the industry's newbuilding programs near completion.

In 2001, ship bunker fuel for SNTG's tanker operation constituted approximately
19% of the total operating expenses for tankers. The average price of bunker
fuel purchased by SNTG during 2001 was approximately $139 per ton. This compares
to the average bunker fuel price for 2000 of approximately $161 per ton. SNTG
attempts to pass fuel price fluctuations through to its customers under COA's.
During 2001, approximately 54% of tanker revenue was earned under COA's, with
the majority of this revenue covered by contract provisions intended to pass
through fluctuations in fuel prices. The remaining revenue was earned under spot
rates which reflect the prevailing fuel prices.

The sailed-in time-charter index for the Joint Service, which is a measure of
the relative average daily fleet revenue, less voyage costs (commissions, port
expenses, and bunkers), per ship operating day increased approximately 16% in
2001, after improving 3% in 2000 and declining 10% in 1999. During the same
three year period, the owning operating cost per day of SNTG's fleet in the
Joint Service increased by 3% in 2001, and decreased by 7% in 2000, and 9% in
1999. The overall decrease in tanker owning operating costs over this period is
due to a newer more efficient fleet, improved purchasing practices and a strong
U.S. dollar. The slight rise in 2001 is due to higher insurance and
administrative and general expenses.

In 1994, SNTG embarked on a newbuilding program to construct 25 new parcel
tankers (of which one ship was canceled) designed to meet increasing demand for
its transportation services and replace the first generation of purpose-built
parcel tankers built in the early to mid-1970's. The ships in the newbuilding
program have greater capacity than the units they are replacing and introduce a
series of features to increase the operational efficiency, reduce operating
costs, and be environmentally safer than previous generations of parcel tankers.
One ship was delivered in fiscal 2001. The last ship of this newbuilding program
was moved to Uljanik shipyard in Croatia and was delivered on December 4, 2001.

Over the last three years, SNTG sold one ship and scrapped three. The ship was
sold to a third party and remains marketed by the Joint Service.

During 2000, SNTG entered into co-service agreements with two parcel tanker
companies, Tokyo Marine and Seatrans, to improve the scheduling of SNTG's
fleets, and increase operational efficiency and customer service. In January
2002, SNTG announced an additional co-service agreement with Jo Tankers.

For the next few years management expects that ton/mile demand will grow at 4%
to 5% per annum. With the newbuilding programs winding down, management expects
net supply growth of only 1% to 2% per annum through the end of 2004. Management
anticipates rates in early 2002 will be broadly similar to the latter half of
2001 as a result of the slowdown in the world economy. It is also anticipated
that rates will again begin to rise in the latter half of 2002 and more
significant increases will be achieved in 2003 and beyond.

TANK CONTAINERS Net operating revenue in 2001 was $214.4 million, a 4% decrease
from $223.7 million in 2000, which was a 9% increase from $206.1 million in
1999. The decrease in 2001 was attributable to the transfer of the rail group
(that had revenues of $9.8 million in 2000) to the Terminal division. There was,
however, a slight improvement in volume of container shipments. The increase
from 1999 to 2000 was attributable to increased demand and a larger fleet for
tank containers. Tank container shipments in 2001 totaled 59,762, a 2% increase
from shipments of 58,624 in 2000. Shipments in 2000 reflected an increase of 11%
from shipments of 52,922 in 1999. Total shipments increased in 2001 over 2000
but declines were experienced in Europe and Japan. Growth of 5% is anticipated
in 2002 as a result of increased marketing and sales efforts in all regions.
Shipments increased in 2000 against 1999 in all major regions. Shipments from
Europe, North America, and intra-Asia were particularly strong during 2000,
continuing the trend established in late 1999.

As of November 30, 2001, SNTG controlled a fleet of 14,184 tank containers, an
11% decrease from the 15,923 tank containers controlled at the end of 2000. In
comparison, 2000 reflected a 14% increase over the 14,000 tank containers
controlled at the end of 1999. The decrease in the 2001 fleet is a result of the
off-hire program of leased tanks targeted to improve utilization. The increase
in 2000 was primarily due to the purchase of approximately 1,800 new tank
containers and on-hire of new tanks.


SNTG's tank container operation had gross profit of $40.8 million, $44.1
million, and $42.6 million in 2001, 2000, and 1999, respectively, and gross
margins of 19% in 2001, 20% in 2000 and 21% in 1999. Margins declined in 2001
due to increased competition in regional markets, increased repositioning
expenses, termination costs associated with the off-hire program, and the
transfer of the rail group to Terminals. Margins declined in 2000 due to reduced
freight rates caused by increased competition in regional markets. This was
offset in part by cost savings and increased utilization.

<Page>

TERMINALS Net operating revenue in 2001 increased $19.1 million to $78.4
million, or 16% after excluding $9.9 million for the rail group that was
transferred from the Tank Container division in 2001, from $59.3 million in
2000, which was a 7% increase from $55.4 million in 1999. As a result of the
sale of SNTG's Chicago and Perth Amboy terminals in November, 2001, which
combined for $25.3 million in net operating revenue in 2001, total marketable
capacity in North and South America decreased to 2.5 million barrels (402,000
cubic meters) at the end of 2001, compared to 5.0 million barrels at the end of
2000 and 1999. The storage capacity available with our joint venture terminals
in Asia Pacific, by the end of 2001, stood at 4.4 million barrels (702,500 cubic
meters) as compared to 3.3 million barrels at the end of 2000 and 3.1 million
barrels at the end of 1999. Average capacity utilization at SNTG's wholly-owned
North and South American terminals was 95% in 2001, 92% in 2000, and 90% in
1999. The average capacity utilization increase in 2001 over the prior two years
was attributed to increased activity at the Houston, Perth Amboy and Santos
facilities.

Gross profit of SNTG's terminal operation was $30.1 million, $24.0 million, and
$20.4 million in 2001, 2000, and 1999, respectively, and gross margins were 38%,
41% and 37%, respectively. Margins fell in 2001 from 2000 due to the inclusion
of the rail group and the start-up nature of the Braithwaite, LA terminal
facility, which was slightly offset by improvements at the other facilities.
Margins improved in 2000 from 1999 as a result of an increase in operating
revenue due primarily to new customer contracts and increased capacity and
utilization at Stolthaven Houston.

STOLT OFFSHORE S.A.

Net operating revenue increased to $1,255.9 million in 2001 from $983.4 million
in 2000 largely due to greater activity on major projects in West Africa and the
Gulf of Mexico. During the year, the Girassol and Gulfstream projects suffered
from project delays, cost overruns and delays in settling variation orders which
negatively impacted SOSA's results. The project delays also tied up some of
SOSA's major construction assets, reducing capacity to participate in the spot
market which can be significant in the second half of the year. Despite these
factors, the improved market conditions resulted in an improvement in the
results before tax from a loss of $38.2 million last year to a profit before tax
in 2001 of $6.4 million.

Net operating revenue increased to $983.4 million in 2000, from $640.7 million
in 1999, largely as a result of the acquisition of ETPM, with the majority of
this increase in West Africa. There were poor market conditions in the U.K.,
North America, and Asia Pacific and severe project delays in the North Sea in
quarter one due to adverse weather conditions. Poor project performance in the
North Sea and Asia Pacific also had a significant negative impact on earnings.
The poor market conditions together with the interest expense incurred on
borrowings, which increased as a result of the ETPM acquisition, also
contributed to a decrease in net income before tax from $7.7 million in 1999 to
a net loss before tax of $38.2 million in 2000.

Revenues improved $272.5 million in 2001, primarily due to the increased level
of activity in the North America region, contributing $154.4 million to the
improvement, with the pipelay project for Gulf-stream National Gas LLC. Revenues
in the U.K. region rose $91.1 million due to the improved market conditions in
this region. The SEAME region also increased revenues by $75.3 million, largely
the result of the Girassol project in Angola and traditional pipelay contracts
on offshore projects in Nigeria. The above increases were partially offset by
the $88.2 million decrease in Norway region revenues in 2001 due to the absence
of any major pipelay projects. The loss before tax of $38.2 million in 2000
improved to income before tax of $6.4 million in 2001. In the Asia Pacific
region, a break even result in 2001 compared to a net loss before tax of $14.9
million in 2000. The current year improvement was the result of efforts carried
out in 2000 to reduce the local fixed cost structure and focus on the target
niche market, and the poor performance in 2000 on two projects in Indonesia was
not repeated. The U.K. region improved $10.5 million due to increased market
activity and better asset utilization. The Norway region increased net income
before tax $8.7 million due to the good performance on subsea construction
projects. Poor performance on the Gulfstream project resulted in increased
losses of $15.0 million in the North America region in 2001, while corporate
losses were reduced $24.0 million due to higher recovery of interest expense and
asset utilization as compared to 2000.

Revenues improved $342.7 million in 2000, mainly due to the acquisition of ETPM
which has the majority of its activities in the SEAME region where revenues rose
$387.8 million. Revenues in the U.K. region declined $38.4 million due to the
continued poor market conditions in this region. Income (loss) before tax
decreased $45.9 million in 2000, mainly due to the very poor market conditions
in the Gulf of Mexico, resulting in additional losses in the North America
region of $15.1 million. Income for the Norway region declined $12.8 million,
largely the result of project delays caused by adverse weather conditions early
in the year. Additional losses in the Asia Pacific region of $9.9 million
resulted from poor project performance on two projects in Indonesia, while
losses in the U.K. region increased $9.7 million due to reduced market activity.

SOSA had a gross profit of $94.4 million, $53.4 million, and $72.4 million in
2001, 2000, and 1999, respectively, with gross margins of 8%, 5%, and 11%,
respectively. The change in gross profit and margins was largely the result of
those factors mentioned above.

SOSA's fleet is comprised of deepwater heavy construction ships, the light
construction and survey ships, and trunkline, barges and anchor ships. The
utilization of the deepwater heavy construction fleet was 88% in 2001, compared
to 78% in 2000 and 90% in 1999. The increased utilization in 2001 was due to
growth in demand in the North Sea, Gulf of Mexico and West Africa, particularly
on the ship-intensive Girassol project. Utilization in 2000 was lower than in
1999 due in part to the unavailability of the SEAWAY CONDOR in 2000 and low
utilization of the SEAWAY POLARIS, because of poor market conditions in the U.K.
and North America.

STOLT SEA FARM HOLDINGS PLC

Net operating revenue in 2001 increased 15% to $374.4 million from $326.0
million in 2000, which was an 18% increase from $276.4 million in 1999. Please
refer to Note 2, "Significant Accounting Policies--Reclassification" for a
discussion of the change in the method of reporting freight revenue and costs.
The increase in net operating revenue in 2001 was primarily due to increased
revenue in the Asia Pacific, both due to increased volumes of traded products
and due to the addition of the bluefin tuna activities in Australia. Although
volumes in both the Americas and Norway salmon farming businesses were higher in
2001 than in 2000, net operating revenue overall was lower due to the sharp fall
in selling prices in their markets, brought about by a sharp increase in
supplies into the market, primarily from Chile. The increase in net operating
revenue in 2000 was primarily due to higher volumes in the North America
markets, as well as stronger prices in the U.S. and European markets due to
increased demand not being adequately met by increases in supply. Also, in the
Asia Pacific region volumes continued to grow, as does the proportion of higher
priced value added products. Total Atlantic salmon and salmon trout volumes
sold, in gutted whole fish equivalent metric tons assuming an average 60% yield
on processed products sold and excluding volumes sold intercompany into Asia
Pacific, were 80,700

<Page>

pages 24/25

metric tons in 2001, 65,200 metric tons in 2000, and 58,200 metric tons in 1999.
Of the metric tons sold, 51,100 metric tons, 39,100 metric tons and 35,700
metric tons, respectively, were from SSF's own production, the remainder being
sourced from other producers. The increase in the volume of SSF's own production
in 2001 reflects expansion in Canada, Chile, and the U.K. as well as the
acquisition in Chile of the remaining 87.5% of Eicosal that was not owned by the
Company. The increase in the volume of SSF's own production in 2000 reflects the
contributions of acquisitions in Canada and the U.S., increased capacity
utilization of the farms in Canada, expansion in the U.K. and increased feed
quotas available to farmers in Norway.

In 1996, the Norwegian government imposed feed quotas and production regulations
on Norwegian fish farmers in an attempt to reduce the supply of Norwegian farmed
salmon, and hence the amount of Norwegian farmed salmon available for sale in
the EU market. In order to avoid further threats of duties against Norwegian
salmon, the Norwegian government, in July 1997, reached an agreement with the EU
for a five year period to regulate supplies of Norwegian salmon into the EU
market. This agreement, among other things, restricts the increase in supply of
Norwegian salmon into the EU market to 10% per year; requires the average sales
price to be at or above an agreed minimum price; and increases the export levy
payable by Norwegian producers. The Norwegian government still maintains the
feed quota and production regulations that it introduced in 1996. The quotas and
regulations have had an adverse effect on the cost structure of the Norwegian
operation, as they have limited the capacity utilization of farmed concessions.
However, the Norwegian government has permitted annual increases of varying
amounts (ranging from 2% to 10%) in the feed quotas, which progressively reduce
the negative impact of the feed quota regime. The agreement expires in 2002 and
at this time it is not known what, if anything, will take its place.

Following the turbulence in the EU market in 1996/97, the demand/supply balance
in the EU market slowly improved until in 1999 and much of 2000 it was more
favorable to the salmon farming industry in Europe. This was due in some part to
the more restricted supply from Norway, but also due to the high incidence of
disease in the Scottish salmon farming industry in 1998, which resulted in
reduced supply from Scotland, due to increasing exports of Norwegian farmed
salmon to the Asia Pacific market and due to reduced volumes from Chile as the
industry in Chile also had some disease problems in 1998 and responded to
anti-dumping measures in the US market. At the end of 2000 and into 2001,
however, supplies from Chile, the UK, Ireland, and the Faeroe Islands all
increased substantially, causing a sharp imbalance in the supply into the
market, and this has resulted in sharply reduced prices in all markets. For
2001, prices have on average been 30% lower in Europe and 40% lower in the US
compared to levels in 2000.

SSF had a gross profit of $23.5 million, $52.5 million and $46.7 million in
2001, 2000, and 1999, respectively. Gross margins were 6% in 2001, 16% in 2000,
and 17% in 1999. The reduction in gross profit in 2001 reflects the
significantly reduced prices for salmon in Europe and the US. As a result of low
prices, SSF made "Lower of Cost or Market" adjustments to inventory and other
provisions against working capital totaling $4.4 million, to reduce asset
carrying costs to net realizable value. SSF also wrote off $3.6 million of live
fish inventory in the state of Maine, which were culled as a result of a
government decree in January 2002 to cull the fish as a result of the incidence
of a disease in the area. SSF currently anticipates some form of reimbursement
from the U.S. government in the latter half of 2002. In Iberia and Asia Pacific
regions, gross profit margins in 2001 were higher than in 2000, in the former
region due to improved turbot prices in Europe and in the latter due to the
acquisition of the higher margin bluefin tuna business at the start of 2001. The
reduction in gross profit in 2000 reflects reduced profitability in the Americas
region, after a very strong 1999, due to a good growing season and high prices
in that year, and reduced gross margins in the turbot business where sharply
increased volumes in the industry had to be absorbed by the market. In Norway,
profitability improved markedly due both to the higher market prices in Europe
prevailing for most of the year and decreased production costs due to
efficiencies and farming improvements.

SSF is not anticipating increases in salmon prices in its main markets until the
second half of 2002, at the earliest. However, with 100% ownership of the new
Chilean activities for a full year in 2002, as well as currently planned volume
increases in Asia Pacific, net operating revenue is expected to increase by
around 10% over 2001. Although production costs in the salmon business are
expected to be reduced from 2001, unless prices rise significantly SSF is
expecting that margins overall will only be slightly better than in 2001.

OPTIMUM LOGISTICS LTD. AND SEASUPPLIER LTD.

In March 2001, OLL announced a joint marketing and technology alliance with
Aspen Technology, Inc. ("AspenTech") to develop Inter-net-based, supply chain
logistics solutions for manufacturers in the process industries. Under the terms
of the agreement, AspenTech has acquired a minority equity interest in OLL from
the Company. The Company and AspenTech agreed to provide up to $17.3 million of
funding to OLL, of which the first $12.3 million will be provided on a pro rata
basis by the Company and AspenTech at 81% and 19%, respectively, and the last $5
million would be provided by the Company.

In June 2001, the wholly-owned subsidiary, PrimeSupplier Ltd. acquired a
competitor, the shipowner backed OneSea.com, and was renamed SeaSupplier Ltd.
The former OneSea.com shareholders received a minority stake in SSL, and the
Company agreed to provide up to $7 million in funding to SSL.

Cash expenditures for OLL was $16.2 million and for SSL was $8.3 million in
2001. The slowdown in the economy considerably reduced technology software
related spending by many potential customers and negatively impacted sales
efforts in 2001. Both OLL and SSL completed the major portion of their software
development in 2001 and have considerably slowed their cash expenditure rate.
OLL now has several revenue paying customers, and SSL signed its first customer
contract in late 2001 and announced several additional signed contracts in early
2002. The Company currently anticipates that the cash flow for both OLL and SSL
will improve significantly in 2002.

RESTRUCTURING CHARGES

In 2000, SOSA recorded restructuring charges of $3.3 million, before minority
interest impact, related to the integration of ETPM. The reorganization plan has
removed duplicate capacity in the U.K. and SEAME regions. SOSA recorded
redundancy costs of $0.9 million to eliminate duplicate functions in the U.K.,
and $1.7 million to close the Marseilles, France office, while transferring all
operational and administrative functions for the SEAME region to Paris, France.
Additionally, integration costs of $0.7 million were incurred in relation to the
introduction of common information and reporting systems and standardization of
processes across the enlarged SOSA organization. In 1999, SNTG and SOSA recorded
restructuring charges of $2.8 million and $1.6 million, before minority interest
impact, respectively. In order to streamline operations, SNTG relocated its
Haugesund, Norway office to Rotterdam, Holland and its Somerset, NJ operations
to Houston, TX. SOSA reorganized its North Sea operations and closed certain
offices in the U.K. and Norway. SOSA incurred costs

<Page>

of $1.3 million for redundancy and relocation, and $0.3 million related to other
administrative costs. Substantially all of the charges were expensed and paid in
the years ended November 30, 2000 and 1999.

WRITE-OFF OF COMEX TRADE NAME

In 2001, in light of the increased worldwide recognition of the Stolt Offshore
name, SOSA ceased using the Comex name and, as such, determined that the value
of the Comex trade name had been impaired and recorded a charge of $7.9 million,
before minority interest impact, in its results of operations for the write-off
of the trade name.

EQUITY IN NET INCOME OF NON-CONSOLIDATED JOINT VENTURES

The Company's equity in the net income of non-consolidated joint ventures was
income of $13.0 million in 2001, compared to a loss of $3.1 million in 2000 and
income of $4.7 million in 1999. The increase in 2001 was primarily due to
improved results from SOSA joint ventures and SNTG terminal joint ventures,
partially offset by lower results for the SNTG tanker joint ventures. The
reduction in 2000 was primarily due to lower results from the SNTG tanker joint
ventures, partially offset by increased income from the SNTG terminal joint
ventures.

ADMINISTRATIVE AND GENERAL EXPENSES

Administrative and general expenses increased to $209.5 million in 2001 from
$186.1 million in 2000 and $158.7 million in 1999. The increase in 2001 is
mainly due to the Company's two new E-commerce businesses, OLL and SSL, higher
expenses related to increased activity at the SNTG tanker operations and higher
costs at SSF related to companies acquired during 2001. The 17% increase in 2000
is mainly due to the full year effect of the ETPM acquisition combined with the
initial period of costs associated with the establishment of OLL and SSL in
early 2000. The percentage relationship of administrative and general expenses
to net operating revenue has decreased over the last three years at 7.8%, 8.1%
and 8.8% in 2001, 2000, and 1999, respectively.

NON-OPERATING (EXPENSE) INCOME

INTEREST EXPENSE, NET Interest expense, net increased to $113.9 million in 2001
from $105.5 million and $65.4 million in 2000 and 1999, respectively. The $8.4
million in increased interest in 2001 was due to a higher debt level resulting
from the Company's acquisition program. The $40.2 million in additional interest
expense in 2000 was due to the higher level of debt in 2000 resulting from the
Company's acquisitions and capital expenditure program, and a reduction of $8.4
million in capitalized interest.

GAIN ON DISPOSAL OF ASSETS, NET In 2001, the Company sold SNTG's tank storage
terminals in Perth Amboy, NJ and Chicago, IL for a pre-tax gain of $12.2
million, $7.3 million after tax. Under the terms of the agreement for the sale
of the tank storage terminal assets in the fourth quarter of 2001, the Company
has retained responsibility for certain environmental contingencies, should they
arise during the covered period which generally ends two years after the closing
date, in connection with these two sites. As of November 30, 2001, the Company
is not aware of any such contingencies having been incurred and neither does it
anticipate such contingencies being incurred in the future. The Company also
sold other assets for a net gain of $2.1 million, primarily related to a gain of
$1.2 million on the sale of assets of Hard Suits Inc., a specialized diving
company of SOSA. In 2000, the Company sold various assets for a net gain of $2.2
million. In 1999, the Company sold 2,830 of SNTG's tank containers, which were
leased out to a third party, to TransAmerica Leasing Inc., and recognized a gain
of $3.8 million on these sales. The Company also sold other assets with a net
gain of $1.2 million.

INCOME TAX PROVISION

The 2001 results include a tax provision of $27.6 million compared to $15.4
million in 2000, and $0.5 million in 1999. In 2001, the higher tax provision,
mainly due to SOSA, resulted from withholding taxes imposed by tax authorities
in certain territories in West Africa which had higher revenue in 2001 than in
previous years. Additionally, in the current year, SOSA did not recognize a
deferred tax asset for the losses in the North America Region, which had the
impact of increasing the overall effective tax rate. Partially offsetting these
items was the release of a portion of the deferred tax liability for accelerated
U.K. shipping allowances as a result of the U.K. shipping companies electing to
join the U.K. tonnage tax regime. The 2000 and 1999 provisions reflect the
recognition of $2.6 million and $11.0 million, respectively, in tax benefits of
net operating loss carryforwards by SSF.


LIQUIDITY AND CAPITAL RESOURCES

Liquidity for the Company is derived from a combination of cash generated from
operations and funds from commercial bank borrowing facilities and private
placements. The Company's borrowing facilities include revolving credit
agreements and other credit lines which cover short-term needs for funds, and
longer- term borrowings principally to finance capital expenditures and
acquisitions.

SNTG generally operates with negative working capital, which
reflects the collection/payment cycle. Invoicing, for the tanker business,
usually takes place at or shortly after loading, while expenses that are
invoiced and paid within normal business terms are typically paid near or
subsequent to the end of a voyage or move. SOSA requires working capital, as
expenditures are often incurred on an ongoing basis throughout a project while
customers are typically billed when a specified level of progress is achieved on
a project. In SSF, the production cycle for Atlantic salmon takes two to four
years, and for various other farmed fish species many more years; therefore, SSF
requires working capital to finance inventory.

In 2001, the Company generated cash from operating activities of $110.4 million.
This compares with $140.8 million and $194.3 million in 2000 and 1999,
respectively. The movements between years are mainly due to the relative
operational performances and working capital requirements in those years. In
2001, there was a build-up of working capital at SOSA, mainly for unbilled
receivables from customers.

Net investing activities utilized $231.7 million in 2001. Significant investing
activities during the year were (i) capital expenditures of $202.9 million, as
described in further detail below, (ii) acquisitions of subsidiaries, primarily
at SSF as previously discussed, for $80.7 million, and (iii) payments of $31.2
million for investments in affiliates and others. Offsetting these expenditures
were (i) $77.0 million of proceeds from sale of assets ($69.7 million for the
sale of Perth Amboy and Chicago Terminals), and (ii) $12.7 million of dividends
received from non-consolidated joint ventures. Capital expenditures for the year
include (i) progress-payments on newbuildings under construction and final
delivery payment on one Spanish newbuilding for SNTG, (ii) the purchase of new
tank containers, and (iii) progress payments of $43 million on the construction
of a terminal at Braith-waite, Louisiana.

Net investing activities utilized $355.6 million in 2000. Significant investing
activities during the year were (i) capital expenditures of $285.8 million, as
described in further detail below, (ii) SOSA's acquisitions of ETPM and Danco
A/S, for $350 million and $36 million, respectively, including payments of
$111.2 million, net of cash

<Page>

pages 26/27

acquired, and SSF made payments of $9.2 million for the acquisitions of Rokerij
La Couronne NV and the remaining interests of Ocean Horizons SA and PASFL that
it did not previously own, (iii) payments of $12.4 million for investments in
affiliates and others, and (iv) $2.6 million for the increase of restricted cash
deposits. Offsetting these expenditures were (i) $72.0 million of proceeds from
sale of assets, ($49.6 million for tank containers that were subsequently leased
back), and (ii) $2.7 million of dividends received from non-consolidated joint
ventures. Capital expenditures for the year include (i) progress-payments on
newbuildings under construction and final payment on the delivery of six
newbuildings for SNTG, (ii) the purchase of new tank containers, and (iii) land
purchase and progress payments on the construction of a terminal at Braithwaite,
LA.

Net investing activities utilized $248.2 million in 1999. Significant investing
activities during the year were (i) capital expenditures of $303.3 million, as
described in further detail below, (ii) payments of $21.8 million including
$11.0 million to acquire IAF, net of cash acquired, $3.8 million to acquire D.E.
Salmon, and $6.9 million to purchase additional shares of SOSA, (iii) payments
of $38.2 million for investments in affiliates and others, and (iv) $1.0 million
for the increase of restricted cash deposits. Offsetting these expenditures were
(i) $117.8 million of proceeds from sale of ships ($56 million), tank containers
($52 million) and other assets, and (ii) $13.2 million of dividends received
from non-consolidated joint ventures. Capital expenditures for the year include
(i) progress-payments on newbuild-ings under construction and final payment on
the delivery of five new-buildings for SNTG, (ii) the purchase of new tank
containers, (iii) progress payments on terminal capacity expansion at the
Houston terminal, and (iv) SOSA's purchase of remotely operated vehicles
("ROVs").

Net cash provided by financing activities totaled $117.6 million in 2001. The
principal uses of cash were the repayment of long-term debt of $82.2 million and
payment of dividends of $13.8 million. The significant sources of 2001 funding
include (i) increase of $77.5 million of long-term debt, consisting of an
additional $70 million draw-down on an existing line of credit by SOSA that is
secured by first mortgage on certain ships with a negative pledge on other
existing SOSA assets, (ii) increase of $144.2 million in loans payable to banks,
and (iii) $1.3 million in proceeds from the exercise of stock options for the
shares of the Company and of SOSA.

Net cash provided by financing activities totaled $224.8 million in 2000. The
principal uses of cash were the repayment of long-term debt of $243.2 million
and payment of dividends of $13.7 million. The significant sources of 2000
funding include: (i) the issuance of $473.5 million of new long-term debt,
consisting of a $340 million obligation of SOSA secured by first mortgages on
certain ships with a negative pledge on other existing SOSA assets, a $21.7
million unsecured loan to an SNTG wholly-owned subsidiary with a negative pledge
on the assets of that subsidiary, and $111.8 million in loans secured by first
mortgages on certain ships, and (ii) $5.5 million in proceeds from the exercise
of stock options for the shares of the Company and of SOSA.

Net cash provided by financing activities totaled $36.5 million in 1999. The
principal uses of cash were the repayment of long-term debt of $74.4 million and
payment of dividends of $20.5 million. The significant sources of 1999 funding
include: (i) the issuance of $117.4 million of new long-term debt, consisting of
secured debt with negative pledge covenants related to certain ship assets, and
(ii) $1.3 million in proceeds from the exercise of stock options for the shares
of the Company and of SOSA.

On February 4, 2000, 6.1 million SOSA Class A shares were issued to Vinci as
partial consideration for the acquisition of ETPM S.A. and on December 7, 1999,
1.8 million SOSA Class A shares were issued for the acquisition of NKT Flexibles
I/S. The Class A shares have subsequently been converted to SOSA Common shares
on a one-for-one basis. The shares issued to Vinci and NKT have a guaranteed
minimum share price that may require a future settlement in cash.

As of November 30, 2001, the outstanding commitment under the minimum share
price given in connection with the acquisition of NKT, covers 1,128,742 Common
shares of SOSA. SOSA intends to repurchase 249,621 shares in February 2002 at a
price of $13.65 per share. The remaining 879,121 shares are subject to a share
price guarantee at a guaranteed price of $15.30 per share in February, 2003. Any
future cash settlement will be covered out of existing lines of credit of SOSA.

On February 7, 2002, Vinci, owner of the 6,142,857 Common shares of SOSA issued
as partial consideration in the acquisition of ETPM in December 1999, has
advised SOSA of its intention to sell all of the shares as permitted by the ETPM
acquisition agreement. SOSA has advised Vinci that it will organize the sale and
it is SOSA's intention to buy the shares back in the second quarter of 2002. The
transaction will be funded through the use of existing credit facilities of SOSA
and the issuance of Common shares of SOSA to SNSA and other interested parties
for up to $65.0 million.

The following table sets forth the Company's contractual cash obligations and
other commercial commitments as of November 30, 2001 (excluding amounts
potentially due under the SOSA share guarantees described above):

<Table>
<Caption>
                                                 Less than                         More than
(in millions)                            Total      1 year   1-3 years  4-5 years    5 years
------------------------------------  ---------- ----------  ---------  ---------   --------
<S>                                    <C>       <C>         <C>        <C>        <C>
Contractual Cash Obligations:
Long-term debt                         $1,383.8     $109.2     $308.9    $661.5       $304.2
Capital lease obligations                  25.0       23.8        1.2         -            -
Operating leases                          216.7       71.7       67.2      46.2         31.6
------------------------------------  ---------- ----------  ---------  ---------   --------
Total Contractual Cash Obligations     $1,625.5     $204.7     $377.3    $707.7       $335.8
------------------------------------  ---------- ----------  ---------  ---------   --------
Other Commercial Commitments:
Performance guarantees                 $  418.2     $263.3     $ 99.0    $ 44.5       $ 11.4
------------------------------------  ---------- ----------  ---------  ---------   --------
</Table>

As of November 30, 2001, the Company had total capital expenditure purchase
commitments outstanding of approximately $48.3 million for 2002 and future
years. These commitments are for a variety of capital projects, primarily the
purchase and refurbishment of tank containers; expenditures for expansion of
terminal capacity and the modification of a construction ship and the purchase
of ROVs.

The Company's current plans are expected to result in capital expenditures of
approximately $160 million in 2002. The Company has scheduled principal and
interest payments of approximately $230 million, anticipated dividends of $14
million and a $117 million funding obligation for the previously mentioned share
price guarantees of SOSA to Vinci and NKT. After an estimated $315 million of
cash

<Page>

received from operating activities before interest, the Company will have a net
funding requirement of $206 million which will be funded by existing cash,
drawdowns on existing long-term revolving credit lines, new long-term debt and
possibly the issuance of SOSA shares to the public market. The Company does not
anticipate that net debt will change materially during 2002.

At November 30, 2001, the Company's cash and cash equivalents totaled $24.9
million. The Company had corporate facilities and other short-term lines of
credit of $1,085.6 million, of which $466.5 million is available for future use.
Total bank loans and short-term and long-term debt and capital lease obligations
amounted to $1,692.9 million, of which $1,082.3 million is secured by ships and
other assets and $610.6 million is unsecured. The Company, through its
subsidiaries, has debt agreements which include various financial covenants.
Some of the Company's debt agreements provide for a cross default in the event
of a material 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.

On November 13, 2001, the Board of Directors of the Company approved an interim
dividend of $0.125 per Common share which was paid on December 19, 2001 to all
shareholders of record as of December 5, 2001. The Company anticipates, subject
to approval at the Annual General Meeting, that a final dividend for 2001 of
$0.125 per share will be paid in May 2002.

The Company's share reclassification was approved at an extraordinary general
meeting of shareholders on March 6, 2001 and became effective on March 7, 2001.
The objective of the reclassification was to create a simplified and more
transparent share capital structure that gives all shareholders a vote on all
matters, and results in only one class of publicly traded shares. The
reclassification converted the Company's outstanding non-voting Class B shares
to Common shares on a one-for-one basis. The existing class of Founder's shares
remain outstanding and continue to constitute 20% of the issued voting shares
(Common and Founder's shares) of the Company. The holders of the Founder's
shares agreed to relinquish certain special voting rights formerly enjoyed by
the Founder's shares including, for example, a separate class vote for merger
transactions. The Founder's shares have only nominal economic rights and are not
considered part of the share capital of the Company.

The reclassified Common shares are listed in Norway on the Oslo Stock Exchange
and trade as ADRs in the United States on Nasdaq.

After shareholders approval of the reclassification, SNSA had 54.9 million
outstanding Common shares (which exclude 7.7 million Treasury Common shares).
SNSA also had 13.7 million Founder's shares (which exclude 1.9 million Treasury
Founder's shares). The share reclassification did not change the underlying
economic interests of existing shareholders.


MARKET RISK

The Company is exposed to market risk, including changes in interest rates,
currency exchange rates and bunker fuel costs. To manage the volatility relating
to these exposures, the Company enters into derivative transactions in
accordance with the Company's policies. The financial impact of these
instruments is offset by corresponding changes in the underlying exposures being
hedged. The Company does not hold or issue derivative instruments for trading or
speculative purposes.

CURRENCY RATE EXPOSURE

The primary purpose of the Company's foreign currency hedging activities is to
protect against the volatility associated with foreign currency exposure arising
in the normal course of business. The Company's policy prescribes the range of
allowable hedging activity. The Company primarily utilizes forward exchange
contracts negotiated with major banks.

INTEREST RATE EXPOSURE

The Company's exposure to interest rate fluctuations results from floating rate
short-term credit facilities plus variable rate long-term debt and revolving
credit facilities tied to the London Interbank Offered Rate ("LIBOR"). As of
November 30, 2001, the consolidated debt, after consideration of interest rate
swap agreements, was approximately 52% variable-rate debt.

The Company's objectives in managing exposure to interest rate changes are to
limit the impact of interest rate changes on earnings and cash flow and to lower
overall borrowing costs. To achieve these objectives, the Company limits its
exposure to interest rate changes through the use of fixed rate debt and
financial swap contracts with major commercial banks. The Company maintains
fixed rate debt as a percentage of its net debt between a minimum and a maximum
percentage, which is set by the Company's Board of Directors.

BUNKER FUEL EXPOSURE

Ship bunker fuel for the Company's tanker operations constituted approximately
19% of the total operating expenses for tankers. The Company enters into hedge
contracts for bunker fuel in order to reduce the effects of a rise in prices.
The contract business of the tanker operations is protected against a rise in
bunker fuel under the terms of affreightment. However, spot freight rates depend
on market supply and demand for cargo, leaving profit margins unprotected
against a rise in bunker fuel. The Company maintains an active program of
hedging bunker fuel costs for a portion of the anticipated future spot business.

The Company uses a value-at-risk ("VAR") model to assess the market risk of its
derivative financial instruments. The model utilizes a variance/covariance
modeling technique. VAR models are intended to measure the maximum potential
loss for an instrument or portfolio, assuming adverse changes in market
conditions for a specific time period and confidence level. As of November 30,
2001, the Company's estimated maximum potential one-day loss in fair value of
foreign exchange rate instruments, calculated using the VAR model given a 95%
confidence level, would approximate $1.2 million from adverse changes in foreign
exchange rates. The Company's maximum potential one-day loss in fair value for
adverse changes in interest rate and bunker fuel prices, given a 95% confidence
level, would be approximately $0.8 million and $0.1 million, respectively.
Actual experience has shown that gains and losses tend to offset each other over
time, and it is highly unlikely that the Company could experience losses such as
these over an extended period of time. These amounts should not be considered
projections of future losses, since actual results may differ significantly
depending upon activity in the global financial markets.

A discussion of the Company's accounting policies for financial instruments is
included in Note 2 to the consolidated financial statements, and disclosure
relating to the financial instruments is included in Note 20 to the consolidated
financial statements.


ENVIRONMENTAL AND REGULATORY COMPLIANCE

The results of the Company may be impacted by changing environmental protection
laws and regulations enacted by international, national, and local regulators.
The operation of the Company's ships carries the risk of catastrophic accident
and property loss caused by adverse weather conditions, mechanical failures,
human error, war, terrorism, piracy, labor stoppages and other circumstances or

<Page>
Pages 28/29

events. The transportation of oil and chemicals is subject to the risk of
business interruptions and additional costs in the event of spills or casualties
befalling Company ships. Such an event may result in loss of revenue or
increased costs or both.

The Company's businesses are subject to various international, national and
local governmental laws, which apply to various aspects of the Company's
operations, and provide severe penalties for non-compliance. One such law is the
U.S. Oil Pollution Act of 1990 ("OPA '90"), which imposes various requirements
on shipowners and ship operators in U.S. waters including, among other things,
restricting access to U.S. ports to only those tankers with double hulls,
stringent financial responsibility requirements and extensive contingency
planning requirements, as well as a liability scheme that provides for, under
certain circumstances, unlimited liability for pollution accidents occurring in
U.S. waters. The Company believes it is currently in compliance with such laws
and regulations.

The terminal operation in the U.S. is subject to the Clean Water Act, the Clean
Air Act, OPA '90, and the U.S. Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"), which regulate liability for the
discharge of pollutants into waterways and noxious emissions into the air;
MARPOL Annex II regarding the disposal of by-products from ship cleaning done
pursuant to such regulations; the Resource Conservation and Recovery Act
regarding the reporting, record keeping and handling of hazardous waste; the
Occupational Safety and Health Act regulating the working conditions at U.S.
terminals as well as other business facilities; and regulations of the U.S.
Department of Transportation pursuant to the Hazardous Materials Transportation
Act regarding the packaging, labeling and handling of hazardous materials in the
U.S. Terminals located outside of the U.S. are governed by the comparable
national and local governmental agencies. Refer to Note 7 to the consolidated
financial statements for a further discussion on the contingencies related to
the Perth Amboy, NJ and Chicago, IL terminal sales in 2001.

The Company maintains insurance against physical loss and damage to its assets
as well as coverage against liabilities to third parties it may incur in the
course of its operations. Assets are insured at replacement cost, market value,
or assessed earning power. The owned fleet is currently covered by hull and
machinery insurance in the amount of $3.8 billion. Other marine liabilities are
insured under marine protection and indemnity insurance policies. These policies
have a ceiling of $4.25 billion per incident for all claims other than marine
oil pollution. Cover for such incidents is limited to $1 billion per occurrence
for ships when calling for ports in the U.S. and other parts of the world.
Non-marine liabilities are insured up to $200 million. The Company believes its
insurance coverage to be in such form, against such risks, for such amounts and
subject to such deductibles as are prudent and normal to those industries in
which the Company operates.


CRITICAL ACCOUNTING POLICIES

The Company's significant accounting policies are more fully described in Note 2
to the consolidated financial statements. The Company believes that the
following policies are the critical accounting policies as they may involve a
higher degree of judgment and complexity.

REVENUE RECOGNITION

Consistent with shipping industry practice, revenues from SNTG's tanker
operations are shown in the consolidated statements of income net of
commissions, sublet costs, transshipment, and barging expenses. The operating
results of voyages in progress at the end of each reporting period are estimated
and pro-rated on a per day basis for inclusion in the consolidated statements of
income. The consolidated balance sheets reflect the deferred portion of revenues
and expenses on voyages in progress at the end of each reporting period as
applicable to the subsequent period.

Revenues for SNTG's tank container operations relate primarily to short-term
shipments, with the freight revenue and estimated expenses recognized when the
tanks are shipped, based upon contract rates. Additional miscellaneous revenues
earned from other sources are recognized after completion of the shipment.

Revenues for SNTG's terminal operations consist of rental income for the
utilization of storage tanks by its customers, with the majority of rental
income earned under long-term contracts. These contracts generally provide for
fixed rates for the use of the storage tanks and/or the throughput of
commodities pumped through the facility. Revenues can also be earned under
short-term agreements contracted at spot rates. Revenue is recognized over the
time period of usage, or upon completion of specific throughput measures, as
specified in the contracts.

A significant portion of SOSA's revenue is derived from long-term contracts and
is recognized using the percentage-of-completion accounting method. Under the
percentage-of-completion method, estimated contract revenues are accrued based
on the ratio of costs incurred to date to the total estimated costs, taking into
account the level of estimated physical completion. Management reviews these
estimates monthly and revenue and gross profit are recognized each period unless
the stage of completion is insufficient to enable a reasonably certain forecast
of revenue to be established. Since the financial reporting of these contracts
depends on estimates, which are assessed continually during the term of these
contracts, recognized revenues and profits are subject to revisions as the
contract progresses to completion. Revisions in profit estimates are reflected
in the period in which the facts that give rise to the revision become known.
Accordingly, favorable changes in estimates result in additional revenue and
profit recognition, and unfavorable changes in estimates result in a reduction
of recognized revenue and profits. These changes may be significant depending on
the size of the project or the adjustment. When estimates indicate that a loss
will be incurred on a contract on completion, a provision for the expected loss
is recorded in the period in which the loss becomes known.

A major portion of SOSA's revenue is billed under fixed-price contracts.
However, due to the nature of the services performed, variation orders are
commonly billed to the customers in the normal course of business and are
recognized as contract revenue only after agreement from the customers has been
reached on the scope of work and fees to be charged. Variation orders often
arise during the life of a contract and estimated revenues and costs are
adjusted for change orders that have been approved as to scope and fees.

SSF recognizes revenue either on dispatch of product to customers, in the case
of sales that are made on FOB processing plant terms, or on delivery of product
to customers, where the terms of the sale are CIF (Cost, Insurance and Freight)
or DDP (Delivered Duty Paid) customer. The amount recorded as revenue includes
all amounts invoiced according to the terms of the sale, including shipping and
handling billed to customers, and is after deductions for claims or returns of
goods, rebates and allowances against the price of the goods, and bad or
doubtful debt provisions and write-offs.

SSF capitalizes all direct and indirect costs of producing fish into inventory.
This includes depreciation of production assets, and farming overheads up to a
site or farming regional management level. Normal mortalities (mortalities that
are natural and expected as part of the life cycle of growing fish) are
accounted for by removing the biomass from the records, so that the accumulated
capitized costs are

<Page>

spread over the lower remaining biomass. Abnormal mortalities (higher than
natural or expected mortalities due to disease, accident or any other abnormal
cause) are accounted for by removing the biomass from the records and writing
off the accumulated costs associated with that biomass at the time of the
mortality.

Costs are released to the profit and loss account as the fish are harvested and
sold, based on the accumulated costs capitalized into inventory at the start of
the month of harvesting, and in proportion to the number of fish or biomass of
fish harvested as a proportion of the total at the start of the period.
Harvesting, processing, packaging and freight costs, which comprise most of the
remaining operating expenses, are expensed in the period in which they are
incurred.

OLL and SSL have various types of fee income, including non-refundable
subscription fees and transaction fees. Subscription fees that are billed in
advance are recorded as revenue over the subscription period. Transaction fees
that are based upon the number or value of transactions are recorded as earned
as the related service transactions are performed.

LEGAL CLAIMS AND LAWSUITS

The Company, in the ordinary course of business, is subject to various legal
claims and lawsuits. Management, in consultation with internal and external
advisers, will provide for a contingent loss in the financial statements if the
contingency has been incurred at the date of the financial statements and the
amount of the loss can be reasonably estimated. In accordance with SFAS No. 5,
"Accounting for Contingencies" if the Company has determined that the reasonable
estimate of the loss is a range and that there is no best estimate within the
range, the Company will provide the lower amount of the range. The provision is
subject to uncertainty and no assurance can be given that the amount provided in
the financial statements is the amount that will be ultimately settled. The
results of the Company may be adversely affected if the provision proves not to
be sufficient. The significant legal claims and lawsuits, including the Coflexip
S.A. and TOISA PUMA claims against SOSA, are fully discussed in Note 15 to the
consolidated financial statements.


FUTURE ADOPTION OF NEW ACCOUNTING STANDARDS

In June 2001, the FASB issued SFAS No. 141, "BUSINESS COMBINATIONS", and SFAS
No. 142, "GOODWILL AND OTHER INTANGIBLE ASSETS." SFAS No 141 addresses financial
and reporting issues for business combinations, and requires that the purchase
method of accounting must be applied to all acquisitions completed after June
30, 2001. SFAS No. 142 addresses how intangible assets and goodwill should be
accounted for in financial statements upon their acquisition, and subsequently.

Entities must perform a thorough analysis to identify all intangible assets
acquired in a business combination and to further classify them as having either
definite or indefinite lives. Goodwill and intangible assets with indefinite
lives will no longer be amortized beginning with new acquisitions after June 30,
2001, and for existing goodwill and intangible assets with indefinite lives as
of the first quarter of fiscal years beginning after December 15, 2001. Goodwill
and intangible assets with indefinite lives will be subject to an annual
impairment assessment based on a fair value method approach.

The Company has adopted the provisions of SFAS No. 141 as of July 1, 2001 and
plans to cease the amortization of goodwill and other intangible assets with
indefinite lives when it adopts SFAS No. 142 as of December 1, 2002. The
adoption of SFAS No. 141 in the third quarter of 2001, relative to acquisitions
occurring after June 30, 2001, did not have a material impact on the Company's
financial statements. The adoption of SFAS No. 142 on December 1, 2002 would
eliminate the recognition of amortization expense for goodwill and other
intangible assets that amounted to $9.9 million in 2001, but could also require
future impairment writedowns, if deemed necessary.

Also in June 2001, the FASB issued SFAS No. 143, "ACCOUNTING FOR ASSET
RETIREMENT OBLIGATIONS." This statement requires entities to record a legal
obligation associated with the retirement of a tangible long-lived asset in the
period in which it is acquired. The fair value of a liability for an asset
retirement obligation must be recognized in the period in which it is acquired
if a reasonable estimate of fair value can be made. Additionally, the associated
asset retirement costs are capitalized as part of the carrying amount of the
long-lived asset. SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002. The Company plans to adopt the standard effective December 1,
2002 and is currently assessing the impact on its operations, and does not
anticipate that there will be a material impact on its results of operations or
its financial position.

In August 2001, the FASB issued SFAS No. 144, "ACCOUNTING FOR IMPAIRMENT OR
DISPOSAL OF LONG-LIVED ASSETS." This Statement addresses the financial
accounting and reporting for the impairment or disposal of long-lived assets.
SFAS No. 144 supercedes SFAS No. 121, "ACCOUNTING FOR THE IMPAIRMENT OF
LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF," but retains SFAS
No. 121's fundamental provisions for (a) recognition/measurement of impairment
of long-lived assets to be held and used and (b) measurement of long-lived
assets to be disposed of by sale. SFAS No. 144 also supercedes the
accounting/reporting provisions of APB Opinion No. 30, "REPORTING THE RESULTS OF
OPERATIONS--REPORTING THE EFFECTS OF A DISPOSAL OF A SEGMENT OF A BUSINESS, AND
EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS" for
segments of a business to be disposed of, but retains APB Opinion No. 30's
requirement to report discontinued operations separately from continuing
operations and extends that reporting to a component of an entity that either
has been disposed of or is classified as held for sale. The statement is
effective for fiscal years beginning after December 15, 2001, and interim
periods within those fiscal years, with earlier application encouraged. The
Company plans to adopt SFAS No. 144 effective December 1, 2002. The adoption is
not expected to have a material impact on the Company's financial statements.


FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report, including the message from the
Chairman, describe plans or expectations for the future and constitute
"forward-looking statements" as defined in the U.S. Private Securities
Litigation Reform Act of 1995. Actual future results and trends could differ
materially from those set forth in such statements due to various factors. Such
factors include, among others: general economic and business conditions;
industry capacity; industry trends; competition; asset operational performance;
raw material costs and availability; currency fluctuations; disease and other
natural causes; immaturity of aquaculture technology; the loss of any
significant customers; changes in business strategy or development plans;
availability, terms and deployment of capital; availability of qualified
personnel; changes in, or the failure or inability to comply with, government
regulations; adverse court decisions and adverse weather conditions. Additional
information concerning these, as well as other factors, is contained from time
to time in the Company's U.S. Securities and Exchange Commission ("SEC")
filings, including, but not limited to, the Company's report on Form 20-F/A for
the year ended November 30, 2000. Copies of these filings may be obtained by
contacting the Company or the SEC.

<Page>
Pages 30/31

SELECTED CONSOLIDATED FINANCIAL DATA


<Table>
<Caption>
For the years ended November 30, (in millions, except per share data)    2001       2000       1999       1998       1997
---------------------------------------------------------------------  --------   --------   --------   --------   --------
<S>                                                                    <C>        <C>        <C>        <C>        <C>

Net operating revenue                                                  $2,678.4   $2,284.2   $1,796.6   $1,814.2   $1,545.0
Income from operations                                                 $  147.4   $   91.3   $  112.2   $  190.3   $  165.6
Net income (loss)                                                      $   23.7   $  (12.4)  $   46.9   $   96.3   $  237.1
---------------------------------------------------------------------  --------   --------   --------   --------   --------

Earnings (loss) per share
   Basic                                                               $   0.43   $  (0.23)  $   0.86   $   1.76   $   4.34
   Diluted                                                             $   0.43   $  (0.23)  $   0.86   $   1.75   $   4.28
Weighted average number of Common and
Class B shares and equivalents outstanding:
   Basic                                                                   54.9       54.7       54.5       54.7       54.7
   Diluted                                                                 55.3       54.7       54.8       55.0       55.4
Cash dividends paid per share                                          $   0.25   $   0.25   $  0.375   $   0.50   $   0.50
Other data:
   Non-recurring income items, net (a)                                 $    5.2   $    1.5   $   11.6   $   17.7   $  134.6
---------------------------------------------------------------------  --------   --------   --------   --------   --------

As of November 30, (in millions, except per share data)
---------------------------------------------------------------------  --------   --------   --------   --------   --------

Current assets less current liabilities
   (including current portion of long-term debt)                       $ (151.0)  $  (46.9)  $  111.3   $  132.4   $  112.0
Total assets                                                           $3,971.9   $3,727.3   $3,058.4   $3,008.1   $2,402.8
Long-term debt and capital lease obligations (including current        $1,408.8   $1,415.0   $1,179.4   $1,128.9   $  776.6
portion)
Shareholders' equity                                                   $1,100.6   $1,095.8   $1,141.6   $1,132.4   $1,062.6
Book value per share                                                   $  20.04   $  20.00   $  20.91   $  20.78   $  19.35
Total number of Common and Class B shares outstanding                      54.9       54.8       54.6       54.5       54.9
---------------------------------------------------------------------  --------   --------   --------   --------   --------
</Table>

(a) Non-recurring items, net, comprise the items set out below. It should not be
    interpreted that all unique or one-time items have been identified as
    non-recurring items nor should it be interpreted that items similar in
    nature to the non-recurring items described below, will not recur in future
    periods. 2001,--gain on disposal of assets ($9.4 million), including $7.3
    million pertaining to the gain on sale of Perth Amboy and Chicago terminal
    assets and write-off of the Comex tradename, net of minority interest in
    SOSA ($4.2 million); 2000--recognition of tax benefits of net operating loss
    carryforwards ($2.6 million), gain on disposal of assets ($2.2 million) and
    restructuring charges ($3.3 million); 1999--recognition of tax benefits of
    net operating loss carryforwards ($11.0 million), restructuring charges
    ($4.4 million), and gain on disposal of assets ($5.0 million); 1998--benefit
    arising from the change in the drydock accounting policy in SOSA after
    minority interest ($1.3 million), gain on insurance settlement ($10.2
    million), and gain on disposal of assets ($6.2 million); 1997--cumulative
    charge (to December 1, 1996) of implementing SFAS 121 ($22.9 millions, net
    of taxes), gain on sale of common stock of subsidiary, net ($139.5 million),
    extraordinary gain on early repayment of debt ($7.4 million), and gain on
    disposal of assets ($10.6 million).