Frontline Plc — AGM Information 2022

Dec 20, 2022

FRO - Special General Meeting Approves the Redomiciliation of Frontline to Cyprus

FRO - Special General Meeting Approves the Redomiciliation of Frontline to Cyprus

Frontline Ltd. ("Frontline" or the "Company") (NYSE: FRO - OSE: FRO) announces

that a Special General Meeting of Shareholders was held on December 20, 2022, at

8:00 a.m. local time, at Par-la-Ville Place, 4(th) Floor, 14 Par-la-Ville Road,

Hamilton, Bermuda.

The proposals set out below were all approved by Frontline's shareholders at the

Special General Meeting:

* * *

Increase of Authorized Share Capital

To approve an increase of Frontline's authorized share capital from $500,000,000

(divided into 500,000,000 ordinary shares, par value $1.00), to $600,000,000

(divided into 600,000,000 ordinary shares, par value $1.00), by the creation of

an additional 100,000,000 ordinary shares, par value $1.00, with such newly

created ordinary shares to be of the same category and have the same rights and

to rank pari passu with the existing ordinary shares in all respects.

Redomicilitation

To approve:-

a)   re-domicile Frontline by way of discontinuation out of Bermuda and continue

as a public company limited by shares incorporated in the Republic of Cyprus

("Cyprus") under the name of Frontline Plc (the "Redomiciliation");

b)   an amendment to the Company's current Amended and Restated Bye-Laws, to

include a provision allowing for the Company's redomiciliation out of Bermuda as

required under the laws of Cyprus (the "Discontinuation Amendment");

c)   adopt, upon the Redomiciliation taking effect by issuance of the temporary

certificate of continuation in Cyprus, the Amended and Restated Memorandum and

Articles of Association governed by the laws of Cyprus, in place of Frontline's

current Memorandum of Association and Frontline's current Amended and Restated

Bye-Laws including as amended by the proposed Discontinuation Amendment (the

"Current Constitution") and which will abolish and replace the Current

Constitution upon the Redomiciliation;

d)   Frontline's appointment of Marios Saveriades and/or Constantinos

Saveriades, both of K.C. Saveriades & Co. LLC of Limassol, Cyprus as the

authorized representative(s) in Cyprus to effect the Redomiciliation and sign

all necessary applications and statutory declarations;

e)   Further to approve:

(i)    8, John Kennedy Street, Iris House, Off. 740B, 3106 Limassol, Cyprus as

the registered address of Frontline Plc;

(ii)   (the resignations of James Ayers and Marios Saveriades as secretary and

assistant secretary of Frontline (Bermuda), respectively, and the appointment of

Marios Saveriades as Secretary of Frontline;

(iii)   the appointment of PricewaterhouseCoopers Ltd. Cyprus as local statutory

auditors of Frontline Plc; and

(iv)   the continuation of the current directors of Frontline (Bermuda), namely

John Fredriksen, James O'Shaughnessy, Ola Lorentzon, Steen Jakobsen, Ole B.

Hjertaker and Marios Demetriades, as the directors of Frontline Plc.

* * *

As will follow from these resolutions, Frontline's shareholders have approved

the Redomiciliation of the Company to the Republic of Cyprus under the name of

Frontline plc. The Redomiciliation is described in further details in the final

proxy statement and prospectus that was mailed to shareholders of record, and

included in the Company's announcement of the Special General Meeting, on

December 6, 2022 (the "Proxy Statement/Prospectus").

The Redomiciliation remains subject to certain final conditions as set forth in

the Proxy Statement/Prospectus, including the issuance of a temporary

redomiciliation certificate (the "Temporary Redomiciliation Certificate") by the

Registrar of Companies and Official Receiver of the Republic of Cyprus (the

"Cyprus Companies' Registry"). If such remaining conditions are satisfied, the

Redomiciliation is expected to be completed by December 31, 2022 or shortly

thereafter following which the Company's shares will continue to trade on the

New York Stock Exchange and the Oslo Stock Exchange under the existing ticker

symbol FRO.

Frontline will issue a separate announcement prior to the effective date of the

Redomiciliation, including key information relating to the change of the ISIN

and CUSIP numbers that identify Frontline's shares. Following the

Redomiciliation, Frontline plc's new ISIN will be CY0200352116 and new CUSIP

will be M46528101. Frontline plc's LEI number will not be affected by the

Redomiciliation and will remain the same. Following the effective date of the

Redomiciliation, shareholders of Frontline will hold one share of Frontline plc

for each ordinary share of Frontline held prior to the Redomiciliation.

Upon effectiveness of the Redomiciliation, the rights of shareholders of

Frontline plc will arise under Cyprus law and the Amended and Restated

Memorandum and Articles of Association (the "Frontline Cyprus Charter"). The

Frontline Cyprus Charter, as approved at the Special General Meeting, will be

effective from the date the Temporary Redomiciliation Certificate is issued by

the Cyprus Companies' Registry. The Company's existing Memorandum of Association

and Amended and Restated Bye-Laws, as amended by the Discontinuation Amendment

(the "Current Constitution"), as approved at the Special General Meeting, will

be replaced in their entirety and abolished by operation of law on the date the

Temporary Certificate of Redomiciliation is issued. The Frontline Cyprus Charter

and Cyprus law contain provisions that differ in some respects from those in

Frontline's Current Constitution and Bermuda law. In view of the differences

between Cyprus law and Bermuda law, some rights as a shareholder of Frontline

plc (Cyprus) could differ materially from the current shareholder rights of

Frontline Ltd. (Bermuda). The Frontline Cyprus Charter will be substantially the

same as the Current Constitution, subject to changes to conform to Cyprus law,

noting that the Frontline Cyprus Charter will contain certain additional interim

governance provisions.

For additional information on the differences in Bermuda and Cyprus corporate

law, see the section entitled "Comparison of Bermuda and Cyprus Corporate Law"

of the Proxy Statement/Prospectus, which includes a description of material

provisions under the law of Bermuda and the law of Cyprus relating shareholder

rights.

Upon effectiveness of the Redomiciliation, Cyprus will become the Company's

"home member state" for the purposes of the European Parliament and of the

Council of 15 December 2004 on the harmonisation of transparency requirements in

relation to information about issuers whose securities are admitted to trading

on a regulated market and amending Directive 2001/34/EC (the EU Transparency

Directive). Following the Redomiciliation, Frontline plc's financial reporting

obligations will be governed by Cyprus law, and investors will be subject to

Cyprus law with respect to disclosures of large shareholdings. Under Cyprus law,

investors are required to make a notification to the Company and the Cyprus

Securities and Exchange Commission whenever a shareholder's holding of shares in

the Company reaches, exceeds or drops below 5%, 10%, 15%, 20%, 25%, 30%, 50% or

75% of the voting rights of the Company.

Following the Redomiciliation, Cyprus will also become the Company's "home

member state" for the purposes of Regulation (EU) 2017/1129 of the European

Parliament and of the Council of 14 June 2017 on the prospectus to be published

when securities are offered to the public or admitted to trading on a regulated

market.

Following the Redomiciliation, Frontline plc will be partly subject to the

mandatory take-over provisions as set out in the Norwegian Securities Trading

Act chapter 6, and will be partly subject to the provisions set out in the

Public Takeover Bids for the Acquisition of Securities of Companies and Related

Matters Law (Law 41(I)/2007) as amended by law 47(I)/2009 and 7(?)/2015 of

Cyprus. The threshold at which the mandatory bid obligations are triggered,

including possible exemptions from the obligation to present a bid (including

possible exemptions for subsequent sale of shares), is subject to Cyprus law,

pursuant to which a mandatory takeover bid is required where a person indirectly

or directly acquires (together with persons acting in concert with the

aforementioned person) a percentage of 30% or more of the existing voting rights

in the Company. Upon reaching this threshold, the shareholder shall make an

unconditional general offer for the purchase of the remaining shares in

Frontline plc. The obligation to make an unconditional offer also applies where

a shareholder, directly or indirectly, already holds 30% or more but less than

50%, of the voting rights in Frontline plc (i.e. that the shareholder held such

amount of shares prior to listing or have inherited such shares) and such

shareholder intends to increase the said percentage.

If any shareholder holds more than 50% of the voting rights, the Cyprus

authorities might, subject to application from the relevant shareholder, exempt

such shareholder from the bidding obligation, if the proposed acquisition does

not affect the rights of the minority shareholders of Frontline plc. The

takeover supervisory authority with respect to the threshold will be the Cyprus

Securities and Exchange Commission.

December 20, 2022

The Board of Directors

Frontline Ltd.

Hamilton, Bermuda

Questions should be directed to:

Lars H. Barstad: Chief Executive Officer, Frontline Management AS

+47 23 11 40 00

Inger M. Klemp: Chief Financial Officer, Frontline Management AS

+47 23 11 40 00

Forward-Looking Statements

Matters discussed in this announcement may constitute forward-looking

statements. The Private Securities Litigation Reform Act of 1995 provides safe

harbor protections for forward-looking statements, which include statements

concerning plans, objectives, goals, strategies, future events or performance,

and underlying assumptions and other statements, which are other than statements

of historical facts.

Frontline and its subsidiaries, desire to take advantage of the safe harbour

provisions of the Private Securities Litigation Reform Act of 1995 and is

including this cautionary statement in connection with this safe harbour

legislation. This announcement and any other written or oral statements made by

Frontline or its behalf may include forward-looking statements, which reflect

its current views with respect to future events and financial performance and

are not intended to give any assurance as to future results. When used in this

document, the words "believe," "anticipate," "intend," "estimate," "forecast,"

"project," "plan," "potential," "will," "may," "should," "expect" and similar

expressions, terms or phrases may identify forward-looking statements.

The forward-looking statements in this announcement are based upon various

assumptions, including without limitation, management's examination of

historical operating trends, data contained in our records and data available

from third parties. Although Frontline believes that these assumptions were

reasonable when made, because these assumptions are inherently subject to

significant uncertainties and contingencies which are difficult or impossible to

predict and are beyond Frontline's control, it cannot assure you that Frontline

will achieve or accomplish these expectations, beliefs or projections or satisfy

the conditions to the Redomiciliation that are further described in this

announcement or the Proxy Statement/Prospectus. Frontline undertakes no

obligation to update any forward-looking statements, whether as a result of new

information, future events or otherwise. In addition to these important factors

and matters discussed elsewhere herein, important factors that, in Frontline's

view, could cause actual results to differ materially from those discussed in

the forward-looking statements include important factors described from time to

time in the reports and other documents, including filings with the U.S.

Securities and Exchange Commission.

This information is subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act.

NO OFFER OR SOLICITATION

This announcement shall not constitute an offer to sell or the solicitation of

an offer to buy, sell, or solicit any securities or any proxy vote or approval,

nor shall there be any sale of securities in any jurisdiction in which such

offer, solicitation or sale would be unlawful prior to registration or

qualification under the securities laws of any such jurisdiction. No offering of

securities shall be made except by means of a prospectus meeting the

requirements of Section 10 of the U.S. Securities Act of 1933, as amended.