Frontline Plc — M&A Activity 2015

Jul 2, 2015

FRO - Frontline Ltd. and Frontline 2012 Ltd. agree to merge

FRO - Frontline Ltd. and Frontline 2012 Ltd. agree to merge

HAMILTON, BERMUDA - July 1, 2015 - Frontline Ltd. (NYSE/OSE/LSE: FRO)

("Frontline") and Frontline 2012 Ltd. (NOTC: FRNT) ("Frontline 2012") have today

entered into an agreement and plan of merger (the "Merger Agreement"), pursuant

to which the two companies have agreed to enter into a merger transaction, with

Frontline as the surviving legal entity ("the "Surviving Company") and Frontline

2012 as a wholly-owned subsidiary.  Subsequent to the merger, this subsidiary is

expected to merge into the Surviving Company (together, the "Combined Company")

which will retain the Frontline Ltd. name.

Commenting on the transaction, Chairman of Frontline Ltd. and Frontline 2012

Ltd., John Fredriksen stated:  "By merging Frontline and Frontline 2012 we will

regain Frontline's position as a leading tanker Company.  The Combined Company

will have a large fleet and a strong balance sheet which puts us in a position

to gain further market share through acquisitions and consolidation

opportunities. With the current strong tanker market and attractive cash break

even rates, we believe the Combined Company will generate significant free cash.

The intention is to pay out excess cash as dividends at the Board's discretion.

I am very pleased with this merger and I am determined to develop and grow the

Company further."

After the merger is completed the Combined Company expects to become one of the

world's leading tanker companies with a total fleet of approximately 90 vessels,

consisting of approximately 25 VLCCs, 17 Suezmax tankers, 16 MR product tankers

and 10 LR2 Aframax tankers. This includes approximately 20 vessels on time

charter in or under commercial management. The Combined Company will also have a

newbuilding program of approximately 22 vessels, which are scheduled to be

delivered in the period 2015 - 2017.

Shareholders in Frontline 2012 as of the time the merger is completed will

receive shares in Frontline as merger consideration. Pursuant to the Merger

Agreement, one share in Frontline 2012 will give the holder the right to receive

2.55 shares in Frontline. The exchange ratio is based on June 30, 2015 NAV

broker estimates for Frontline and Frontline 2012. Frontline is expected to

issue a total of approximately 584 million shares to shareholders in Frontline

2012 following cancellation of treasury shares held by Frontline 2012 and

Frontline 2012 shares held by Frontline (subject to rounding for fractional

shares).

Frontline's ordinary shares are currently listed for trading on the New York

Stock Exchange, the Oslo Stock Exchange and the London Stock Exchange and

Frontline 2012's ordinary shares are currently registered on the Norwegian over-

the-counter list (the "NOTC").  In accordance with the Merger Agreement, the

Combined Company will continue Frontlines current three listings.

Completion of the merger is subject to the execution of certain definitive

documents, customary closing conditions and regulatory approvals. The merger is

also subject to approval by the shareholders of Frontline and Frontline 2012 in

special general meetings expected to be held in the fourth quarter of 2015 and

the merger is expected to close as soon as possible thereafter.

In connection with the special general meetings, Hemen Holding Limited

("Hemen"), a company indirectly controlled by trusts established by John

Fredriksen for the benefit of his immediate family, and holding approximately

13% of the ordinary shares in Frontline and approximately 59% of the ordinary

shares in Frontline 2012, and Ship Finance International Limited ("Ship

Finance"), holding approximately 28% of the ordinary shares in Frontline, have

entered into voting agreements to vote all of their respective shares in favor

of the merger.  Approval of the merger requires that a minimum of 75% of the

voting Frontline 2012 shareholders and 50% of the voting Frontline shareholders

vote in favor of the merger.

Following completion of the merger, Frontline will (subject to rounding for any

fractional shares) have approximately 782 million shares outstanding and it is

expected that Frontline's current two largest shareholders, Hemen and Ship

Finance, will own approximately 52% and 7%, respectively, of the shares and

votes in the Combined Company.

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 will file relevant materials with the Securities and Exchange

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

F-4 that will include a joint proxy statement of Frontline 2012 and Frontline

that also constitutes a prospectus of Frontline, and the joint proxy

statement/prospectus will be 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.Frontlineshipping.com.  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 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.

July 1, 2015

The Boards of Directors

Frontline Ltd.

Hamilton, Bermuda

Contact Persons:

Robert Hvide Macleod: CEO, Frontline Management AS

+47 23 11 40 84

Inger M. Klemp: CFO, Frontline Management AS

+47 23 11 40 76

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1933698]