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Frontline Plc M&A Activity 2023

Nov 22, 2023

6242_rns_2023-11-22_c5cd81d4-cadc-4617-9793-78cabcb5a891.html

M&A Activity

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FRO - Closing under the Share Purchase Agreement with CMB NV

FRO - Closing under the Share Purchase Agreement with CMB NV

Frontline plc ("Frontline") (NYSE and OSE: FRO), today announced that the sale

by Frontline of 13.7 million shares in Euronav NV ("Euronav") to CMB NV ("CMB")

has been completed. On 9 October 2023 Frontline announced that it had agreed on

an integrated solution to the strategic and structural deadlock in Euronav,

where Frontline had entered into agreements with Euronav to acquire a high-

quality ECO fleet of 24 VLCCs with an average age of 5.3 years, for an aggregate

purchase price of USD 2,350 million (the "Acquisition"). In connection with the

Acquisition, Frontline and Famatown Finance Limited ("Famatown") had agreed to

sell all their shares in Euronav (representing in aggregate 26.12% of Euronav's

issued shares) to CMB at a price of USD 18.43 per share (the "Share Sale").

All conditions precedent to the Share Sale, including approval of the inter-

conditionality of the Share Sale and the Acquisition by the Euronav shareholders

meeting and anti-trust approvals, have been fulfilled. The Share Sale

successfully closed today and Frontline and Famatown are no longer shareholders

in Euronav.

All of the vessels transfer agreements comprising the Acquisition have come into

effect, and closing under all of the vessels transfer agreements is expected to

take place mainly in the fourth quarter of  2023 and partly in the first quarter

of 2024.

As part of the overall agreement, the arbitration action filed by Euronav in

January 2023 following Frontline's withdrawal from their combination agreement

has also been effectively terminated, against nil consideration.

Advisors:

DNB Markets, a part of DNB Bank ASA is serving as financial advisor to

Frontline. Advokatfirmaet Schjødt AS, Advokatfirmaet Wiersholm AS and Allen &

Overy (Belgium) LLP are serving as legal counsel to Frontline in connection with

the Acquisition.

November 22, 2023

The Board of Directors

Frontline plc

Limassol, Cyprus

Questions should be directed to:

Lars H. Barstad: Chief Executive Officer, Frontline Management AS

+47 23 11 40 00

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

+47 23 11 40 00

Forward-Looking Statements

Matters discussed in this announcement 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.

Frontline and its subsidiaries, desire to take advantage of the safe harbour

provisions of the Private Securities Litigation Reform Act of 1995 and is

including this cautionary statement in connection with this safe harbour

legislation. This announcement and any other written or oral statements made by

Frontline or its behalf may include forward-looking statements, which reflect

its current views with respect to future events and financial performance and

are not intended to give any assurance as to future results. When used in this

document, the words "believe," "anticipate," "intend," "estimate," "forecast,"

"project," "plan," "potential," "will," "may," "should," "expect" and similar

expressions, terms or phrases may identify forward-looking statements.

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

assumptions, including without limitation, management's examination of

historical operating trends, data contained in our records and 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 Frontline's control, it cannot assure you that Frontline

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

undertakes no obligation to update any forward-looking statements, whether as a

result of new information, future events or otherwise. In addition to these

important factors and matters discussed elsewhere herein, important factors

that, in Frontline's view, could cause actual results to differ materially from

those discussed in the forward-looking statements include the parties' ability

to obtain the necessary regulatory approvals and to meet other closing

conditions to complete the transactions referenced herein, as well as important

factors described from time to time in the reports and other documents,

including filings with the U.S. Securities and Exchange Commission.

This information is subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act