Frontline Plc — Major Shareholding Notification 2014

Oct 28, 2014

SUBSTANTIAL SHAREHOLDING DISCLOSURE

SUBSTANTIAL SHAREHOLDING DISCLOSURE

Reference is made to the stock exchange notice from

Frontline Ltd. ("Frontline") of October 28, 2014

relating to a debt-for-equity exchange

(the "Transaction") involving (among other things)

Frontline 4.50% Senior Convertible Notes due 4/14/15

(the "Convertible Notes").

Aristeia Capital, L.L.C. ("Aristeia") is acting as

discretionary investment manager for Aristeia Master,

L.P. ("AMLP"), Windermere Ireland Fund plc ("WIF"),

Compass TSMA L.P. ("CMP") and Compass ESMA L.P.

("CMPE"), collectively, the "Funds". Prior to the

Transaction, the Funds held Convertible Notes

representing rights for shares in Frontline equaling

1.41% of the shares and votes in Frontline. In

addition, the Funds held common shares representing

0.85% of the shares and votes in Frontline. The

holdings of both securities is split between the

Funds with 86.9% on AMLP, 6.5% on WIF, 3.7% on CMP

and 2.9% on CMPE. As part of the Transaction, the

Funds will exchange certain of their Convertible

Notes (on a pro rata basis) for a combination of cash

and shares in Frontline, such that the Funds will

receive in aggregate between 7.43 and 8.25 million

shares in Frontline. The exact number of shares

received will be determined based on a 5 day price

averaging period ending on November 3, 2014.

Following completion of the Transaction, the Funds'

aggregate holding in Frontline (including shares held

outright and shares underlying the Convertible Notes)

will be between 8.47% and 9.17% of the shares and

votes in the company, of which between 7.75% and

8.45% will be shares held outright and the remaining

0.72% will be shares underlying the remaining

Convertible Notes held by the Funds. The exact

holding of shares will be notified once the final

number of shares received in the Transaction has been

determined following the price averaging period

mentioned above. The allocation of holdings between

the Funds (both with respect to shares and

Convertible Bonds) will be split 87.0% held by AMLP,

6.5% held by WIF, 3.5% held by CMP and 3.0% held by

CMPE.

The above calculations take into account the new

shares issued to the Funds in connection with the

Transaction, and are accordingly based on a total

number of outstanding shares in Frontline of between

106.78 million and 107.60 million shares.

This disclosure is made pursuant to section 4-3 of

the Norwegian Securities Trading Act.