Frontline Plc — M&A Activity 2017

Feb 9, 2017

FRO - Frontline Update on a Possible Business Combination with DHT Holdings, Inc.

FRO - Frontline Update on a Possible Business Combination with DHT Holdings, Inc.

Frontline Ltd. (the "Company" or "Frontline") (NYSE: FRO) acknowledges that the

Board of Directors of DHT Holdings Inc. ("DHT") (NYSE: DHT) has publicly

rejected the Company's proposal to effectuate a business combination between the

Company and DHT.

Robert Hvide Macleod, Frontline's Chief Executive Officer, said, "We believe

that our offer to DHT shareholders is highly compelling since it provides a

meaningful upfront premium, while also giving all shareholders the opportunity

to realize the full benefit of the significant synergies and attractive upside

that a combined company would create."

The proposed offer made by Frontline, which represented a 19% premium to the

share price of DHT as of closing of January 27th, 2017 and 31% premium to the

60 day volume weighted average price, was stated to be "wholly inadequate" by

the Board of Directors of DHT, and not in the best interests of DHT's

shareholders. Rather than engaging in discussions with Frontline with the aim of

achieving the highest possible offer to create maximum shareholder value, the

Board of Directors of DHT adopted a one-year shareholder rights plan and has

since continued to refuse to enter into any discussions.

DHT also stated that the proposed offer represented an opportunistic attempt to

acquire DHT at a low point in the cycle, which Frontline finds irrelevant given

the all-share offer.

We believe the combination of Frontline and DHT would be better positioned to

participate in a market recovery than either company would on a stand-alone

basis. The combined company would be expected to create the largest public

tanker company by fleet size, market capitalization and trading liquidity. DHT

shareholders would be expected to benefit from a substantially lower G&A cost

per vessel and capitalize on synergy values. Finally, a superior access to debt

and equity capital markets would be expected to enhance free cash flow

generation further, maximizing value for both sets of shareholders.

As previously reported, Frontline, together with its affiliates, holds

15,356,009 shares of DHT, representing approximately 16.4% of DHT's outstanding

common stock based upon 93,433,804 common shares outstanding.

February 9, 2017

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 / +47 93 20 21 22 / robert.macleod@frontmgt.no

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

+47 23 11 40 00 / +47 95 75 67 27 / inger.klemp@frontmgt.no

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. This

communication relates to a possible business combination transaction with DHT

proposed by Frontline, which may become the subject of a registration statement

filed with the Securities and Exchange Commission (the "SEC"). There can be no

assurance that any additional plan for a possible business combination with DHT

or other transaction will be developed or as to the terms or the timing of any

such plan or transaction.  Any transaction would be subject to, among other

things, satisfactory due diligence review and negotiation and execution of

mutually satisfactory definitive transaction documentation. This material is not

a substitute for the prospectus and/or proxy statement Frontline would file with

the SEC regarding the proposed transaction if such a negotiated transaction with

DHT is reached or for any other document which Frontline may file with the SEC

or send to DHT or Frontline stockholders in connection with the proposed

transaction. Investors and security holders of Frontline and DHT are urged to

read any such documents filed with the SEC carefully in their entirety if and

when they become available because they will contain important information about

the proposed transaction. Such documents would be available free of charge

through the web site maintained by the SEC at www.sec.gov.

Forward-Looking Statements

Matters discussed in this communication 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. Words such as "believe", "anticipate", "intends",

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

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

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

assumptions.  Although we believe 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 our control, we cannot assure you that we will achieve or accomplish

these expectations, beliefs or projections. The information set forth herein

speaks only as of the date hereof, and we disclaim any intention or obligation

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

after the date of this communication. In addition to these important factors and

matters discussed elsewhere herein, important factors that, in our view, could

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

looking statements include failure to consummate the proposed business

transaction, fluctuations in the value of Frontline common shares issued in

connection with the proposed acquisition, the strength of world economies,

fluctuations in currencies and interest rates, general market conditions,

including fluctuations in charter hire rates and vessel values, changes in

demand in the tanker market, changes in our operating expenses, including bunker

prices, drydocking and insurance costs, the market for our  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, political

events or acts by terrorists, and other important factors described from time to

time in the reports filed by Frontline with the Securities and Exchange

Commission.

This information is subject to the disclosure requirements of section 5-12 of

the Norwegian Securities Trading Act.