July 9, 2010

Omega Protein Corporation's Board of Directors has adopted a shareholder rights plan designed to protect the company from unfair or coercive takeover tactics.

The plan is also to prevent an acquirer from gaining control of the company without offering a fair price to all shareholders.

Omega Protein Corporation, a producer of Omega-3 fish oil and specialty fishmeal products in the US, is not aware of any such effort at the present time. Approximately 1,000 other public companies have rights plans in place for their shareholders.

The company's Chairman of the Board, Chief Executive Officer and President, Joseph L. von Rosenberg III, said, "Increasing the Board's ability to represent the interests of all shareholders is particularly important at this time because we believe our current stock price does not adequately reflect the long-term value of the company. Many factors have impacted our stock price and generated volatility in value and trading volume, one of which is the publicity surrounding the Deepwater Horizon oil spill, which has been perceived to have affected our business."

A dividend of one right for each outstanding share of the company's common stock is entailed in the plan. Each right will entitle the holder (except for the 15% acquirer described below) to buy a share of company common stock (or an equivalent) at a 50% discount.

The rights will trade with the company's common stock until exercisable. The rights will not be exercisable until 10 days following a public announcement that a person or group has acquired 15% of the company's common stock or until 10 business days after a person or group begins a tender offer that would result in ownership of 15% of the company's common stock, subject to certain extensions by the Board. In the event that an acquirer becomes a 15% beneficial owner of common stock, the rights "flip in" and become rights to buy the company's common stock at a 50% discount, and the rights owned by that acquirer become void.

In the event that the company is merged and its common stock is exchanged or converted, or if 50% or more of the company's assets or earnings power is sold or transferred, the Rights "flip over" and entitle the holders to buy shares of the acquirer's common stock at a 50% discount. A tender or exchange offer for all outstanding shares of the company's common stock at a price and on terms determined to be fair and otherwise in the best interests of the company and its stockholders by a majority of the company's independent directors will not trigger either the "flip-in" or "flip-over" provisions.

The rights may be redeemed by the company for US$0.01 per right at any time until 10 days following the first public announcement that an acquirer has acquired the level of ownership that triggers the rights plan. The rights extend for 10 years and will expire on June 30, 2020. The distribution of the rights will be made to shareholders of record on July 12, 2010.