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Frontline Plc M&A Activity 2023

Oct 5, 2023

6242_rns_2023-10-05_ec8a0578-10ca-4a36-997f-5d6f8c99ec18.html

M&A Activity

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FRO - Reference to stock announcement by Euronav BV

FRO - Reference to stock announcement by Euronav BV

With reference to the stock announcement by Euronav BV ("Euronav") on 5 October

2023, Frontline plc ("Frontline" or the "Company") confirms that Frontline, CMB

NV ("CMB") and Euronav, are in discussions on an integrated solution to the

strategic and structural deadlock in Euronav.

The potential transaction, which is subject to board approval and documentation,

comprises the following interdependent elements:

* Frontline would acquire a modern fleet of 24 VLCC tankers from the Euronav

fleet for $2.35 billion, subject to completion of the below-mentioned share

purchase and to approval by shareholders voting at a Special General Meeting

of Euronav. This transaction requires the application of the related party

procedure under Belgian law (the "Acquisition")

* Frontline and Famatown will agree to sell all their shares (representing

26.12% of Euronav's issued shares) in Euronav to CMB at a price of USD

18.43 per share (the "Share Sale") to be followed by a public mandatory

takeover at the same price.

* Euronav's pending arbitration action against Frontline and affiliates would

be terminated conditional to the Share Sale.

Subject to documentation, Frontline will fully finance the Acquisition through

the sale of Frontline's shares in Euronav to CMB and an attractive long term

debt package.

The discussions between the parties are well advanced. However, there can be no

certainty that these discussions will lead to an agreement. The aforementioned

is in any case subject to all necessary internal approvals of the involved

parties. If the negotiations would result in a formal agreement, such agreement

will be subject to customary competition clearance procedures and any required

approval procedures with the financial market authorities in Belgium and the

U.S.

Frontline will inform the market of future developments in accordance with

applicable laws and regulations.

October 5, 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 important factors

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

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

No Offer Or Solicitation

This announcement shall not constitute an offer to sell or the solicitation of

an offer to buy, sell, or solicit any securities or any proxy vote or approval,

nor shall there be any sale of securities in any jurisdiction in which such

offer, solicitation or sale would be unlawful prior to registration or

qualification under the securities laws of any such jurisdiction. No offering of

securities shall be made except by means of a prospectus meeting the

requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

This information is subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act.