Frontline Plc — Capital/Financing Update 2015

May 29, 2015

FRO - Frontline Ltd. and Ship Finance International Limited agree on amended charter structure

FRO - Frontline Ltd. and Ship Finance International Limited agree on amended charter structure

Frontline Ltd. (NYSE/OSE: FRO) (the "Company" or "Frontline") today announced

that the Company has entered into a heads of agreement to amend the terms of the

long term charter agreements with Ship Finance International Limited ("Ship

Finance") for the remainder of the charter period.

A subsidiary of Frontline has 17 vessels on charter from Ship Finance with an

average remaining charter period of 7.7 years. The new agreement will take

effect from July 1, 2015 and will reflect a combination of reduced long-term

base rates, increased profit split to Ship Finance, increased operating expenses

payable by Ship Finance, release of Frontline's guarantee for the charters and

an ownership interest in Frontline for Ship Finance.

* New time charter rates for VLCCs: $20,000/day

* New time charter rates for Suezmax tankers: $15,000/day

* New opex for all vessels: $9,000/day payable by Ship Finance (previously

$6,500/day)

* New profit split: 50%/50% above new time charter rates

* 55 million Frontline shares will be issued to Ship Finance

The chartering counterparty will continue to be a subsidiary of Frontline, and

in exchange for releasing Frontline from the current guarantee obligation on the

charters, a cash buffer of $34 million ($2 million per vessel) will be built up

in the chartering counterparty.

Accrued cash sweep by Ship Finance from January through June 2015 based on the

existing agreement, estimated to be approximately $20 million, will be paid to

Ship Finance in July, 2015.

In the current charter arrangement, Ship Finance is entitled to a 25% profit

split above an average of $26,737/day for the VLCCs and an average of

$21,100/day for the Suezmax tankers, calculated and payable on an annual basis.

Frontline prepaid $50 million in profit split in December 2011 and no additional

profit split has so far accrued in excess of this amount.

The new profit split arrangement will start accruing from July 1 and will be

calculated and payable on a quarterly basis. Going forward, profit split

payments will not be subject to the previous $50 million threshold.

The estimated reduction in fixed charter payments to Ship Finance under the

amendments to the charter agreements is approximately $283 million. In addition,

the new agreement significantly strengthens Frontline's balance sheet and

reduces its financial risk.

Based on closing share price on May 28, 2015, of $3.06 per share, the market

value of the Frontline shares to be issued to Ship Finance is approximately $168

million, and based on the volume-weighted share price last 3 months of $2.64 per

share, the value is $145 million.

The shares to Ship Finance will be issued concurrently with completion of the

new agreement, representing approximately 27.7% per cent of the shares and votes

in Frontline following completion of the share issue. Frontline has agreed to

register those shares for resale with the US Securities and Exchange Commission.

In addition, Ship Finance owns approximately $116 million of senior unsecured

amortizing notes in Frontline, which will remain unchanged.

CEO of Frontline Management AS, Robert Hvide Macleod said in a comment: "The new

structure will reduce Frontlines cash break-even rates significantly and ensure

a more sustainable long-term structure. This agreement significantly strengthens

Frontline's balance sheet and reduces its financial risk. The board and

management can now shift the focus from balance sheet restructuring to business

development and growth. This represents a major milestone for the company."

Forward Looking Statements

This press release contains forward looking statements. These statements are

based upon various assumptions, many of which are based, in turn, upon further

assumptions, including Frontline management's examination of historical

operating trends. Although Frontline believes that these assumptions were

reasonable when made, because assumptions are inherently subject to significant

uncertainties and contingencies which are difficult or impossible to predict and

are beyond its control, Frontline cannot give assurance that it will achieve or

accomplish these expectations, beliefs or intentions.

Important factors that, in the Company's view, could cause actual results to

differ materially from those discussed in this press release include the

strength of world economies and currencies, general market conditions including

fluctuations in charter hire rates and vessel values, changes in demand in the

tanker market as a result of changes in OPEC's petroleum production levels and

world wide oil consumption and storage, changes in the Company's operating

expenses including bunker prices, dry-docking and insurance costs, changes in

governmental rules and regulations or actions taken by regulatory authorities,

potential liability from pending or future litigation, general domestic and

international political conditions, potential disruption of shipping routes due

to accidents or political events, and other important factors described from

time to time in the reports filed by the Company with the United States

Securities and Exchange Commission.

May 28, 2015

The Board of Directors

Frontline Ltd.

Hamilton, Bermuda

Questions should be directed to:

Robert Hvide Macleod: 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

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1924866]