Board Decision to Grant Itself Options at Exercise Price 90% Below Last Year`sShare Price Latest
Board Decision to Grant Itself Options at Exercise Price 90% Below Last Year`sShare Price Latest Example It is Looking Out for Itself, Not StockholdersKistefos Urges Stockholders to Protect Their Interests by Electing Two HighlyQualified Kistefos Nominees to Trico`s Board, Each of Whom Brings DemonstratedExperience Enhancing Stockholder ValueOSLO–(Business Wire)–Kistefos AS announced today it has sent the following letter to Trico MarineServices, Inc. (NASDAQ: TRMA) stockholders, urging them to support Kistefos`Board nominees and other proposals at Trico`s upcoming Annual Meeting ofStockholders on June 10, 2009. In the letter, Kistefos points out the followingfacts:* Trico Marine`s Board granted itself 60,000 stock options at an exercise priceof $3.57, more than 90% below where the company`s shares were trading a yearago. This option grant came just days after Trico`s Board agreed to a dilutiveand expensive debt exchange, further harming stockholders. * Trico`s Board awarded Chairman and CEO Joseph Compofelice a base pay increaseof $100,000 this year despite having recording an operating loss of $128 millionin 2008. * In contrast to Trico`s mismanagement, Kistefos nominees Christen Sveaas andÅge Korsvold bring the necessary skills, perspectives and experience needed tocreate stockholder value.The full text of the letter is below. May 27, 2009 Dear Fellow Trico Marine Services Stockholder: In our most recent letter to you, we detailed our concerns with Trico`sperformance – which has been inadequate by virtually all measures, to say theleast.
Highly questionable management and Board decisions have led to abysmalfinancial and stock market performance. You are also aware by now that Trico`s management does not accept responsibilityfor this stunning loss of stockholder value, but instead blames it on “badtiming.” Despite this, management insists it does not want vested stockholderrepresentation on the Board and, in particular, does not need the participationof the highly qualified and experienced nominees of its largest and longest-termstockholder We obviously disagree. Given some of the recent actions by Trico`smanagement team and Board, it is becoming increasingly clear exactly why it isso opposed to being held accountable for its decisions Let`s start with what we know all too well. Since the beginning of April 2008,Trico`s shares have fallen by more than 90%, a stunning collapse in which morethan $560 million in stockholder value has evaporated. It has one of the worstrecords of any of Trico`s peers in either the offshore supply or subseabusinesses, and one that calls for a redoubled focus on bringing new ideas tothe table to fix the business and improve the outlook for all stockholders. Andyet, just recently, this Board saw fit to award itself an additional 60,000stock options at an exercise price of $3.57, approximately 40% below the pricewhere our shares traded as recently as May 5th.
Keep in mind that this actioncame just days after the Board agreed to a dilutive and expensive debt exchangethat sent Trico`s shares plummeting yet again. Is this how a responsible Board should act? By making decisions time and againthat diminish the value of our investments, and rewarding itself in the process?And then insisting that it would be harmed by the addition of our two highlyexperienced and qualified nominees, Christen Sveaas and ?ge Korsvold, to a Boardcharged with the duty of representing all of Trico`s stockholders? The time for business as usual at Trico is past. We fundamentally disagree withthe way our company has been and continues to be managed, and we are askingcritical questions that deserve to be addressed. We are the owners and managersof companies that have delivered value to stockholders. We respect and believein stockholders` rights and the best practices of corporate governance, and weknow that creating stockholder value and good corporate governance are notmutually exclusive In fact, they are mutually dependent Trico`s Board andmanagement leadership simply don`t get it.

