Trico Marine Rejects Kistefos' Director Nominations


THE WOODLANDS, Texas, March 9, 2009 (GLOBE NEWSWIRE) -- Trico Marine Services,
Inc. (Nasdaq:TRMA) (the "Company" or "Trico") today announced that it sent a
letter to Kistefos AS conveying its Board of Directors' unanimous rejection of
Kistefos's nomination of two individuals for election to Trico's Board of
Directors at the Company's 2009 Annual Meeting of Stockholders. 

The Board concluded that, among other things, under the terms of Trico's
charter, neither of the Kistefos nominees is qualified to stand for election at
the 2009 Annual Meeting due to limitations on the proportion of non-U.S.
citizens eligible to serve on Trico's Board. The Company added that Kistefos's
nominations will be disregarded if made at the 2009 Annual Meeting. 

Following is a copy of the letter that was sent earlier today to Kistefos:

                                        March 9, 2009

 Via E-mail and Overnight Courier

 Kistefos AS
 Stranden 1
 N-0250 Oslo
 Norway

 Attn: Age Korsvold
 Chief Executive Officer


      Re: Kistefos AS Proposed Director Nominations

 Mr. Korsvold:

       We received Kistefos's letter dated February 27, 2009, notifying
 us of its intention to (i) nominate Christen Sveaas and Age Korsvold
 for election to Trico's Board of Directors and (ii) submit two other
 business proposals for consideration by Trico's stockholders at the
 2009 annual meeting. We also received Kistefos's letter dated March 5,
 2009, notifying us of its intention to submit another proposal for
 consideration at the meeting and providing information required by
 Trico's bylaws that was not included in the February 27th letter.

       For the reasons stated in this letter, Trico's Board, acting
 under authority conferred by Trico's charter, has unanimously resolved
 to reject the nominations set forth in Kistefos's letters
 (collectively, the "notice"), and Trico will disregard these
 nominations if made at the 2009 annual meeting. We can only consider
 nominations at our stockholder meetings that comply with Delaware law
 and Trico's governing documents.

 Director Nominations

       As we have discussed with you and your counsel several times,
 Trico's charter effectively requires that Trico remain Jones Act
 eligible as a U.S. Maritime Company (as defined in the charter), and
 Trico must comply with the Jones Act to engage in coastwise trade in
 the U.S. Gulf of Mexico. Trico's Jones Act eligibility would be
 compromised if non-U.S. citizens either exercise control over more
 than 25% of the voting power in the corporation or occupy seats that
 constitute more than a minority of a Board quorum.

       Your proposal, if accepted, would effectively put Kistefos in
 control of approximately 29% of the Trico Board seats and, in the view
 of our counsel, would mean that Kistefos would control more than 25%
 of the "voting power in the corporation." Furthermore, if your
 nomination were successful, it would result in three non-U.S. citizens
 serving on Trico's Board which is approximately 43% of the Trico Board
 seats and a majority of a Board quorum. The U.S. Maritime
 Administration and U.S. Coast Guard would find that both of these
 results cause Trico not to be Jones Act eligible.

       Continued eligibility under the Jones Act is very important to
 Trico for a variety of reasons. Any action that risks our Jones Act
 eligibility would jeopardize an important source of current cash flow
 and limit future avenues for growth. The loss of cash flow from the
 U.S. Gulf operations would risk Trico's compliance with the covenants
 in its credit facilities. Current and planned operations in the U.S.
 Gulf of Mexico are critical to Trico's reduction of indebtedness.
 Decommissioning and deep water projects in the Gulf comprise an
 important part of our subsea strategy and require continued compliance
 with the Jones Act. Loss of Jones Act eligibility could permanently
 deprive our current U.S. flag vessels of Jones Act eligibility and
 could require us to forfeit all revenues earned in the U.S. during any
 period in which Trico is Jones Act ineligible. Finally, Trico must
 remain a U.S. Maritime Company under the terms of preferred mortgages
 on two Trico vessels pursuant to Title XI of the Merchant Marine Act
 1936, debt that would be accelerated upon the loss of Jones Act
 eligibility.

       Article Six, Section 5 of Trico's charter implements the U.S.
 vessel documentation laws which underlie the Jones Act by providing
 that "at no time shall more than a minority of the number of directors
 of the Corporation necessary to constitute a quorum be Aliens ...."
 Trico's bylaws currently provide that a majority of the total number
 of directors constitutes a quorum, meaning that a quorum of the board
 is currently four of seven directors. One of Trico's incumbent
 directors (whose term does not expire at the upcoming 2009 annual
 meeting) is an "Alien" for purposes of the charter. In addition, the
 notice materials submitted to us by Messrs. Sveaas and Korsvold
 disclose that they are also "Aliens." If either of Kistefos's
 nominations were successful, it would result in two or more Aliens
 serving on Trico's board, which is more than a minority of the quorum.

       On the apparent, and incorrect, assumption that the election of
 Messrs. Kistefos and Sveaas alone would not compromise Jones Act
 eligibility, Kistefos has proposed to address the quorum requirement
 in Trico's charter by amending Trico's bylaws so that a quorum for
 board action could only be constituted if all seven directors were
 present. Absent approval of the bylaw amendment, which requires an
 affirmative vote of two-thirds of the outstanding shares, the board
 quorum would continue to be four directors. However, Kistefos's
 nomination of Messrs. Sveaas and Korsvold is not conditioned on the
 adoption of this bylaw amendment. If the bylaw amendment failed and
 either of Kistefos's nominations were successful, Aliens serving on
 Trico's board would constitute more than a minority of the quorum,
 contravening Article Six, Section 5 of the charter. Furthermore, if
 the bylaw amendment were adopted, it would accentuate the Jones Act
 control implications of Kistefos's actions.

       Furthermore, even if there were no issues related to Jones Act
 eligibility, Kistefos's method of nomination itself is not legally
 valid under Delaware law. Kistefos proposes to nominate (a) Christen
 Sveaas to "replace Joseph S. Compofelice" and (b) Age Korsvold to
 "replace Ben A. Guill." However, Delaware law does not permit a
 stockholder to nominate an individual to serve on a specific seat on
 the board where, as in the case of the 2009 annual meeting, there is
 more than one seat subject to election. Rather, all of the nominees
 must compete with all of the other nominees for election to the
 available board seats. In accordance with Trico's bylaws, directors
 are elected at a stockholder meeting by the affirmative vote of a
 majority of the shares of common stock present in person or
 represented by proxy and entitled to vote at the meeting. This process
 would not result in the election of a nominee to a particular seat on
 the board, but would instead provide that the two nominees receiving
 the affirmative vote of a majority of the shares present or
 represented by proxy would be elected.

       Finally, Kistefos proposes that its nominations will be made "in
 accordance with Section 8 of Article III of the Bylaws." This
 provision of the bylaws relates to filling newly created directorships
 and vacancies occurring on the board as a result of the removal of a
 director. Yet, there is no vacancy on the board to fill. At the 2009
 annual meeting, stockholders will vote to elect two Class II directors
 to succeed the directors whose terms expire when their successors have
 been elected and qualified. Stockholders will not be voting to fill
 vacancies on the board at the 2009 annual meeting.

       In view of the foregoing, Trico rejects Kistefos's nominations
 and will disregard them if made at the 2009 annual meeting. In view of
 this determination, we will not pursue a further review of the
 questionnaires Kistefos furnished with its notice insofar as they
 relate to the nominations of Messrs. Sveaas and Korsvold. We will
 complete our review of the questionnaires at such time that they may
 become relevant.

 Other Matters Related to Notice

       In the notice Kistefos purportedly makes several reservations of
 its rights. In the February 27th letter, Kistefos also contends that
 any additional nominations, proposals or amendments would be made
 without prejudice to or waiver of other positions it may assert. Trico
 does not concede any of the reservations or assertions made by
 Kistefos, nor does Trico waive any other rights or requirements under
 its charter or bylaws. Trico's board and management will address any
 of these issues that may arise, acting in the best interests of its
 stockholders and in compliance with applicable law and Trico's
 governing instruments.

                                 * * * * *
         Kistefos may respond to this letter by making nominations that
 comply with Article Six of Trico's charter by means of a notice that
 complies with all of the requirements of Article II, Section 7 of
 Trico's bylaws, provided such notice is received by the undersigned no
 later than 11:59 pm (CDT) on March 14, 2009.

        Please contact me if you have any questions.

 Sincerely,

 /s/ Rishi Varma
 Rishi Varma
 Secretary, Chief Administrative Officer, Vice President and General
 Counsel

Trico's Board and management team have been and remain intensely focused on
acting in the best interests of the Company and creating value for all
stockholders. Trico's Board of Directors is comprised of seven highly
experienced and qualified directors, six of whom are independent. The
management team is fully supported by the Board of Directors in these efforts.
The Company has not yet scheduled its 2009 Annual Meeting of Stockholders. 

About Trico Marine Group

The Trico Marine Group is an integrated provider of subsea, trenching and
marine support vessels and services. Trico's towing and supply division
provides a broad range of marine support services to the oil and gas industry
through use of its diversified fleet of vessels including the transportation of
drilling materials, supplies and crews to drilling rigs and other offshore
facilities; towing drilling rigs and equipment, and support for the
construction, installation, repair and maintenance of offshore facilities.
Trico's subsea services and trenching/installation divisions control a well
equipped fleet of vessels and operate a fleet of modern ROVs and trenching and
other subsea protection equipment. The Trico Marine Group is headquartered in
The Woodlands, Texas and has a global presence with operations in the North
Sea, West Africa, Mexico, Brazil and Southeast Asia as well as the Gulf of
Mexico. 

For more information about Trico Marine Services, Inc. visit us on the web at
www.tricomarine.com. 

The Trico Marine Services, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=5229 

Certain statements in this press release that are not historical fact may be
"forward-looking statements." Actual events may differ materially from those
projected in any forward-looking statement. There are a number of important
factors involving risks and uncertainties beyond the control of the Company
that could cause actual events to differ materially from those expressed or
implied by such forward-looking statements. A description of risks and
uncertainties relating to Trico Marine Services, Inc. and its industry and
other factors, which could affect the Company's results of operations or
financial condition, are included in the Company's Securities and Exchange
Commission filings. Trico undertakes no obligation to publicly update or revise
any forward-looking statements to reflect events or circumstances that may
arise after the date of this report. 

Important Information

Trico Marine Services, Inc. plans to file with the Securities and Exchange
Commission ("SEC") and furnish to its stockholders a Proxy Statement in
connection with the solicitation of proxies for the 2009 Annual Meeting of
Stockholders. The Company advises its stockholders to read the Proxy Statement
relating to the 2009 Annual Meeting when it becomes available, because it will
contain important information. Stockholders may obtain a free copy of the Proxy
Statement and other documents (when available) that Trico files with the SEC at
the SEC's website at www.sec.gov. The Proxy Statement and these other documents
may also be obtained for free from Trico Marine by directing a request to Trico
Marine Services, Inc., 10001 Woodloch Forest Drive, Suite 610, The Woodlands,
Texas 77380, Attn: Corporate Secretary, or calling (713) 780-9926. In addition,
copies may be requested by contacting MacKenzie Partners, Inc. at (800)
322-2885 toll-free or by email at proxy@mackenziepartners.com. 

Certain Information Concerning Participants

Trico Marine Services, Inc. and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from stockholders in
connection with the Company's 2009 Annual Meeting. Detailed information
concerning the names, affiliations and interests of individuals who may be
considered participants in the solicitation of the Company's stockholders under
the rules of the SEC is set forth in public filings filed by the Company with
the SEC, including its proxy statement relating to its 2008 Annual Meeting of
Stockholders, and will be set forth in its proxy statement relating to its 2009
Annual Meeting of Stockholders. 

CONTACT:  Trico Marine Services, Inc.
          Rishi Varma, Secretary, VP and General Counsel
          (713) 780-9926