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Frontline Plc M&A Activity 2023

Jan 9, 2023

6242_rns_2023-01-09_b13bd3ce-9058-4d8f-95d2-38c7bf0fd73c.html

M&A Activity

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FRO - Termination of Combination Agreement with Euronav

FRO - Termination of Combination Agreement with Euronav

Regulated information. This press release contains inside information within the

meaning of Regulation (EU) no 596/2014 of the European Parliament and the

Council of 16 April 2014 on market abuse (Market Abuse Regulation).

Frontline plc ("Frontline") (NYSE: FRO - OSE: FRO), formerly Frontline Ltd.,

refers to its announcement on July 11, 2022 regarding the combination between

Frontline and Euronav NV ("Euronav")  and subsequent updates, and announces that

it no longer pursues a combination between Frontline and Euronav. Frontline has

terminated the combination agreement it entered into with Euronav in this

respect.

As a result, Frontline will not make a voluntary conditional exchange offer for

all outstanding Euronav shares. Frontline will also no longer seek a listing on

Euronext Brussels. Frontline has simultaneously with this notice published a

separate notice withdrawing its intention to such voluntary conditional exchange

offer.

Mr. Lars H. Barstad, CEO of Frontline said: "We regret that we could not

complete the merger as envisaged in July 2022, as that would have created the by

far largest publicly listed tanker company. At the same time, both companies

have independently very large fleets of crude oil and product tankers, and are

already enjoying economies of scale as evidenced by our respective recent

financial reports.

Frontline will with its efficient operations continue to capture value as this

cycle unfolds, and remain focused on maximizing dividend capacity per share."

January 9, 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

Frontline considers that the information included in this announcement

constitutes inside information pursuant to article 7 of the Market Abuse

Regulation and this information is publicly disclosed in accordance with article

17 of the Market Abuse Regulation and section 5-12 of the Norwegian Securities

Trading Act. The announcement was published by the contact persons at 22:55 CET

on January 9, 2023.

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.