Frontline Plc — M&A Activity 2017

Jan 30, 2017

FRO - FRONTLINE IN INITIAL DISCUSSIONS WITH DHT HOLDINGS, INC. FOR A POSSIBLE BUSINESS COMBINATION

FRO - FRONTLINE IN INITIAL DISCUSSIONS WITH DHT HOLDINGS, INC. FOR A POSSIBLE BUSINESS COMBINATION

Frontline Ltd (FRO) has approached DHT Holdings, Inc. (NYSE: DHT) with a non-

binding proposal for a possible business combination where Frontline would

acquire all outstanding shares of common stock of DHT in a stock-for-stock

transaction at a ratio of 0.725 Frontline shares for each DHT share. The

proposal is subject to usual and customary conditions for transactions of this

nature. Frontline, together with its affiliates, has also acquired 15,356,009

shares of DHT, representing approximately 16.4% of DHT's outstanding common

stock based upon 93,366,062 common stock outstanding.

A combination of Frontline and DHT is expected to create the largest public

tanker company by fleet size, market cap, and trading liquidity.  Assuming

significant cost synergies are achieved, as well as superior access to debt and

equity capital markets, Frontline believes a combined entity would generate

significant free cash flow and maximize value for both companies'

shareholders. However, no specific arrangement has been reached, and there can

be no assurance as to the certainty or timing of any potential business

combination.

Frontline, its affiliates and/or entities which are indirectly controlled by

trusts established by John Fredriksen for the benefit of his immediate family,

may at any time, and from time to time, acquire additional shares of DHT or

dispose of any or all shares it owns depending upon an ongoing evaluation of the

investment in the shares, prevailing market conditions, other investment

opportunities, other investment considerations and/or other factors.

Frontline further reserves the right to act in concert with any other

shareholders of DHT, or other persons, for a common purpose should it determine

to do so, and/or to recommend courses of action to DHT, its management, Board of

Directors, other shareholders and other persons.

A copy of a press release issued by DHT with respect to the possible business

combination is attached. There can be no assurance that any additional plan for

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

plan or transaction.  Any transaction would among other things be subject to

satisfactory due diligence review and negotiation and execution of mutually

satisfactory definitive transaction documentation. Frontline will update the

market on any further developments in line with applicable regulations.

January 30, 2017

The Board of Directors

Frontline Ltd.

Hamilton, Bermuda

Contacts:

Robert Hvide Macleod: Chief Executive Officer, Frontline Management AS

+47 23 11 40 84

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

+47 23 11 40 76

Additional Information

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 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"). 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 DHT's failure to accept Frontline's proposal and

enter into a definitive agreement to effect the 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 dry bulk 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 the

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.