Frontline Plc — M&A Activity 2015

Nov 30, 2015

FRO - Merger between Frontline and Frontline 2012 Completed

FRO - Merger between Frontline and Frontline 2012 Completed

HAMILTON, BERMUDA - November 30, 2015

Frontline Ltd. (NYSE/OSE: FRO) ("Frontline") has completed its previously

announced merger with Frontline 2012 Ltd. (NOTC: FRNT) ("Frontline 2012"), with

Frontline as the surviving legal entity and Frontline 2012 becoming a wholly-

owned subsidiary of Frontline.

The merger was consummated after close of trading on the Oslo Stock Exchange on

November 30, 2015. Trading in the new shares of Frontline issued as merger

consideration to former Frontline 2012 shareholders (the "Merger Shares") will

commence on the Oslo Stock Exchange on December 1, 2015.

Trading in the Merger Shares will begin before delivery of the Merger Shares to

eligible Frontline 2012 shareholders' VPS accounts and therefore no account-to-

account transactions and no transactions with settlement prior to December

3, 2015 will be allowed in the Merger Shares on the Oslo Stock Exchange in this

period.

Prior to completion of the merger, Frontline had 198,375,854 common shares

outstanding with a par value of USD 1.00 each. Following completion of the

merger, Frontline will have up to 781,937,956 common shares outstanding. The

exact number of shares outstanding after completion of the merger will depend on

rounding for fractions in connection with the issue of merger consideration

shares.

Important Information for Investors and Shareholders

This communication does not constitute an offer to sell or the solicitation of

an offer to buy any securities or a solicitation of any vote or approval. In

connection with the proposed transaction between Frontline and Frontline 2012,

Frontline has filed relevant materials with the Securities and Exchange

Commission (the "SEC"), including a registration statement of Frontline on Form

F-4 (File No. 333-206542), initially filed on August 24, 2015 and subsequently

amended, that includes a joint proxy statement of Frontline 2012 and Frontline

that also constitutes a prospectus of Frontline. The registration statement was

declared effective by the SEC on November 9, 2015. A definitive joint proxy

statement/prospectus has been mailed to shareholders of Frontline 2012 and

Frontline. INVESTORS AND SECURITY HOLDERS OF FRONTLINE 2012 AND FRONTLINE ARE

URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL

BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Investors and security holders

will be able to obtain free copies of the registration statement and the joint

proxy statement/prospectus (when available) and other documents filed with or

furnished to the SEC by Frontline through the website maintained by the SEC at

http://www.sec.gov. Copies of the documents filed with or furnished to the SEC

by Frontline will be available free of charge on Frontline's website at

http://www.frontline.bm. Additional information regarding the participants in

the proxy solicitations and a description of their direct and indirect

interests, by security holdings or otherwise, will be contained in the joint

proxy statement/prospectus and other relevant materials to be filed with or

furnished to the SEC when they become available.

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking

statements. Forward-looking statements 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. Words, such as, but not limited to "believe," "anticipate," "intends,"

"estimate," "forecast," "project," "plan," "potential," "may," "should,"

"expect," "pending" and similar expressions identify forward-looking statements.

Forward-looking statements include, without limitation, statements regarding:

* The effectuation of the transaction between Frontline and Frontline 2012

described above;

* The delivery to and operation of assets by Frontline;

* Frontline's and Frontline 2012's future operating or financial results;

* Future, pending or recent acquisitions, business strategy, areas of possible

expansion, and expected capital spending or operating expenses; and

* Tanker market trends, including charter rates and factors affecting vessel

supply and demand.

The forward-looking statements in this press release are based upon various

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

including without limitation, examination of historical operating trends, data

contained in records and other 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 the

control of Frontline, Frontline cannot assure you that they, or the combined

company, will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors, other important factors that could cause

actual results to differ materially from those discussed in the forward-looking

statements, including the strength of world economies and currencies, general

market conditions, including fluctuations in charter rates and vessel values,

changes in demand for tanker shipping capacity, changes in the combined

company's operating expenses, including bunker prices, drydocking and insurance

costs, the market for the combined company's vessels, availability of financing

and refinancing, 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, vessels

breakdowns and instances of off-hires and other factors. Please see Frontline's

filings with the SEC and the Prospectus for a more complete discussion of these

and other risks and uncertainties. The information set forth herein speaks only

as of the date hereof, and Frontline disclaims any intention or obligation to

update any forward-looking statements as a result of developments occurring

after the date of this communication.

***

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1970321]