Frontline Plc — M&A Activity 2015

Nov 27, 2015

FRO - Reminder of Contemplated Closing of Merger with Frontline 2012; Key dates

FRO - Reminder of Contemplated Closing of Merger with Frontline 2012; Key dates

HAMILTON, BERMUDA - November 27, 2015

Reference is made to the announcement dated July 2, 2015, that Frontline Ltd.

(NYSE/OSE: FRO) ("Frontline") and Frontline 2012 Ltd. (NOTC: FRNT) ("Frontline

2012") have entered into an agreement and plan of merger, pursuant to which the

two companies have agreed to enter into a merger transaction, with Frontline as

the surviving legal entity and Frontline 2012 becoming a wholly-owned subsidiary

of Frontline.

As previously announced, Frontline 2012 and Frontline will hold special general

meetings of shareholders to approve the merger on November 30, 2015. Subject to

the approval by the companies' special general meetings, it is contemplated to

close the merger on November 30, 2015, following close of trade on the Oslo

Stock Exchange and close of the NOTC.

Pending the consummation of the merger, which remains subject to shareholder

approval, the following indicative timetable contains important dates relating

to the merger and the commencement of trading of the new shares of Frontline

issued as merger consideration to former Frontline 2012 shareholders (the

"Merger Shares") on the Oslo Stock Exchange (subject to change):

November 30, 2015

* Special General Meetings of Frontline and Frontline 2012 to approve the

merger.

* Last day of trading in Frontline 2012 shares inclusive of right to receive

Merger Shares. Last day of listing of Frontline 2012 on the Norwegian over-

the-counter list (NOTC).

* Registration of the completion of the merger with the Registrar of Companies

in Bermuda (after close of trading on the Oslo Stock Exchange and close of

the NOTC).

December 1, 2015

* First day of trading on the Oslo Stock Exchange in the Merger Shares.

December 2, 2015

* Record date for shareholders in Frontline 2012 with right to Merger Shares.

December 3, 2015

* Delivery of Merger Shares to eligible Frontline 2012 shareholders' accounts

at the Norwegian Central Securities Depository (VPS). Trades during the

period until delivery of the Merger Shares to eligible Frontline 2012

shareholders' VPS accounts will be settled on a T+2 basis. No account-to-

account transactions and no transactions with settlement prior to December

3, 2015 will be allowed in the Merger Shares in this period.

Shareholders of Frontline 2012 as of the expiry of November 30, 2015 (cut-off

date) as they will appear in Frontline 2012's shareholders register with the VPS

as of expiry of December 2, 2015 (record date), will receive 2.55 Merger Shares

in Frontline for each share they own in Frontline 2012 as of expiry of the cut-

off date as recorded with the VPS on the record date, rounded down to the

nearest whole common share. Frontline will not issue any fractional shares and

each holder of a fractional share interest will be paid an amount in cash

(without interest).

Any changes in the indicative timing of the consummation of the merger will be

published by Frontline through the Oslo Stock Exchange information system.

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.

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