Frontline Plc — Proxy Solicitation & Information Statement 2010

Aug 31, 2010

FRONTLINE LTD
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
SEPTEMBER 24, 2010

NOTICE IS HEREBY given that the Annual General Meeting of Shareholders of Frontline Ltd (the “Company”) will be held on September 24, 2010 at 10:00 a.m. at the Elbow Beach Hotel, 60 South Shore Road, Paget PG04, Bermuda for the following purposes, all of which are more completely set forth in the accompanying information statement:

To receive and adopt the financial statements of the Company for the year ended December 31, 2009.

To consider the following Company proposals:

1. To re-elect John Fredriksen as a Director of the Company.
2. To re-elect Kate Blankenship as a Director of the Company.
3. To re-elect Frixos Savvides as a Director of the Company.
4. To re-elect W.A. Tony Curry as a Director of the Company.
5. To elect Cecilie Fredriksen as a Director of the Company in place of Kathrine Fredriksen who is not standing for re-election.
6. To re-appoint PricewaterhouseCoopers AS of Oslo, Norway as auditors and to authorise the Directors to determine their remuneration.
7. To approve the remuneration of the Company’s Board of Directors of a total amount of fees not to exceed US$450,000 for the year ended December 31, 2010.

By Order of the Board of Directors

Georgina Sousa
Secretary

Dated: July 28, 2010

Notes:

1. The Board of Directors has fixed the close of business on July 20, 2010, as the record date for the determination of the shareholders entitled to attend and vote at the Annual General Meeting or any adjournment thereof.
2. No Shareholder shall be entitled to attend unless written notice of the intention to attend and vote in person or by proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially-certified copy of that power of attorney, is sent to the Company Secretary, to reach the Registered Office by not later than 48 hours before the time for holding the meeting.
3. Each of the resolutions set out above is an Ordinary Resolution, approval of which will require the affirmative vote of a majority of the votes cast.
4. A Form of Proxy is enclosed for use by holders of shares held through the United Kingdom and Norway registers in connection with the business set out above.
5. Shareholders whose shares are held on the United Kingdom and Norwegian VPS share registers may view the Company’s audited financial statements included in its Annual Report on Form 20-F on its website, www.frontline.bm

The following information is applicable to holders of shares registered in the United States only:

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We are pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their shareholders via the internet. We believe that this e-proxy process will expedite shareholders' receipt of proxy materials and lower the costs and reduce the environmental impact of our Annual General Meeting. Accordingly, we have mailed to our shareholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access the attached proxy statement and our Annual Report on Form 20-F via the Internet and how to vote online

YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY. TO VOTE YOUR SHARES, YOU CAN USE THE INTERNET AS DESCRIBED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS, IN THE ATTACHED PROXY STATEMENT AND ON YOUR PROXY CARD; OR COMPLETE, SIGN AND DATE YOUR PROXY CARD AND RETURN YOUR PROXY CARD BY MAIL.

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INFORMATION CONCERNING SOLICITATION AND VOTING FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS (THE “MEETING”) OF FRONTLINE LTD. TO BE HELD ON SEPTEMBER 24, 2010

PRESENTATION OF FINANCIAL STATEMENTS

In accordance with Section 84 of the Bermuda Companies Act 1981, the audited consolidated financial statements of the Company for the year ended December 31, 2009 will be presented at the Meeting. These statements have been approved by the Directors of the Company. There is no requirement under Bermuda law that such statements be approved by shareholders, and no such approval will be sought at the Meeting.

The Company's audited consolidated financial statements contained in its Annual Report on Form 20-F are available on our website at www.frontline.bm. Shareholders can request a hard copy free of charge upon request by writing to us at: P.O. Box HM 1593, Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda, or send an e-mail to: ir@frontmgt.no. The audited consolidated financial statements of the Company for the year ended December 31, 2009 have been provided to shareholders whose shares are registered in the United States online as described above in the Notice.

COMPANY PROPOSALS

PROPOSALS 1, 2, 3, 4 AND 5 - ELECTION OF DIRECTORS

The Board has nominated the five persons listed below for selection as Directors of the Company. Mr. Fredriksen, Mrs. Blankenship, Mr. Savvides and Mr. Curry are all presently members of the Board of Directors. Ms. Kathrine Fredriksen, who is currently a Director of the Company, is not standing for re-election and the Board has put forward Ms. Cecilie Fredriksen for election. Mrs. Blankenship and Mr. Savvides meet the independence standards for directors established by the New York Stock Exchange and the United States Securities and Exchange Commission.

As provided in the Company's Bye-laws, each Director is elected at each Annual General Meeting of Shareholders and shall hold office until the next Annual General Meeting following his or her election or until his or her successor is elected.

Nominees For Election To The Company's Board Of Directors

Information concerning the nominees for Directors of the Company is set forth below:

Name	Age	Director Since	Current Position with the Company
John Fredriksen	66	1997	Director, Chairman, President and Chief Executive Officer
Kate Blankenship	45	2003	Director and Chairperson of the Audit Committee
Frixos Savvides	58	2005	Director and member of the Audit Committee
W.A. Tony Curry	59	2009	Director
Cecile Fredriksen	26

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John Fredriksen has served as Chairman of the Board, Chief Executive Officer, President and a director of the Company since November 3, 1997. Mr. Fredriksen has established trusts for the benefit of his immediate family which control Hemen Holding Ltd. ("Hemen"), our largest shareholder. Mr. Fredriksen is Chairman, President and a director of a related party, Seadrill Limited, a Bermuda company listed on the Oslo Stock Exchange. He is also a director of a related party, Golar LNG Limited ("Golar"), a Bermuda company listed on the Nasdaq Global Market and the Oslo Stock Exchange, and Golar LNG Energy Limited, a Bermuda company listed on the Oslo Stock Exchange. He is also a director of a related party, Golden Ocean Group Limited ("Golden Ocean"), a Bermuda company listed on the Oslo Stock Exchange and the Singapore Stock Exchange, whose principal shareholder is Hemen.

Kate Blankenship has been a director of the Company since August 2003. Mrs. Blankenship joined the Company in 1994 and served as the Company's Chief Accounting Officer and Company Secretary until October 2005. Mrs. Blankenship served as Chief Financial Officer of Knightsbridge Tankers Limited ("Knightsbridge") from April 2000 to September, 2007 and Secretary of Knightsbridge from December 2000 to March 2007. Mrs. Blankenship has been a director of Ship Finance International Limited since October 2003. Mrs. Blankenship has served as a director of Independent Tankers Corporation Limited since February 2008, Golar LNG Limited since July 2003, Golden Ocean since November 2004 and Seadrill Limited since May 2005. She is a member of the Institute of Chartered Accountants in England and Wales.

Frixos Savvides a Chartered Accountant, is a Fellow of the Institute of Chartered Accountants of England and Wales. He was the founder of the audit firm PKF Savvides and Partners in Cyprus and held the position of Managing Partner until 1999 when he became Minister of Health of the Republic of Cyprus. He held this office until 2003. Mr. Savvides has been a director of Golar LNG Limited since July 2005. He is currently a senior independent business consultant and holds several Board positions. Mr. Savvides was appointed to the Board of Directors of Frontline in July 2005.

Tony Curry has been a director of the Company since October 2009 when he was appointed to fill a vacancy on the Board. Mr. Curry retired from Shell in May 2009 having spent 40 years in Shell Shipping. For the last 12 years Mr. Curry was the Time Charter & Sale and Purchase Manager. Prior to this Mr. Curry spent seven years in Shell Western Services, Nassau, Bahamas as the Oil Freight Manager. Mr. Curry is very familiar with the international oil and tanker sector and also the growing LNG and LPG areas.

Cecilie Astrup Fredriksen is proposed to be appointed to the Board in place of Kathrine Fredriksen, who is not standing for re-election. Ms. Fredriksen is the daughter of Mr John Fredriksen and is currently employed by Frontline Corporate Services in London and serves as a director on several boards including Aktiv Kapital ASA, Ship Finance International Limited, Golden Ocean Group Limited and Seawell Ltd. Ms. Fredriksen received a BA in Business and Spanish from the London Metropolitan University in 2006.

PROPOSAL 6 - APPOINTMENT OF INDEPENDENT AUDITORS

At the Meeting, the Board will ask the shareholders to approve the re-appointment of PricewaterhouseCoopers AS of Oslo, Norway as the Company's independent auditors and to authorise the Board of Directors to determine the auditors' remuneration.

Audit services provided by PricewaterhouseCoopers AS, Oslo, Norway in fiscal year 2009 included the examination of the consolidated financial statements of the Company and its subsidiaries.

All services rendered by the independent auditors are subject to pre-approval and review by the Audit Committee.

PROPOSAL 7 - TO APPROVE DIRECTORS' FEES

At the Meeting, the Board will ask that shareholders to approve the remuneration of the Company's Board of Directors of a total amount of fees not to exceed US$450,000 for the year ended December 31, 2010.

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OTHER BUSINESS

Management knows of no business that will be presented for consideration at the Annual General Meeting other than that stated in the Notice of Annual General Meeting.

By Order of the Board of Directors

Georgina Sousa
Secretary

July 28, 2010
Hamilton, Bermuda

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Frontline Ltd. (the "Company")
Form of Proxy for use at Annual General Meeting to be held on September 24, 2010

I/We
(NAME IN BLOCK CAPITALS)

Of

being (a) holder(s) of .Ordinary Shares of $2.50 each of the above-named
Company on the record date of July 20, 2010, hereby appoint the duly appointed Chairman of the Meeting or to act as my/our proxy at the Annual General Meeting of the Company to be held on September 24, 2010, or at any adjournment thereof, and to vote on my/our behalf as directed below.

Please indicate with an X in the spaces provided how you wish your vote(s) to be cast on a poll. Should this card be returned duly signed, but without a specific direction, the proxy will vote or abstain at his discretion.

Proposals	For	Against	Abstain
1. To re-elect John Fredriksen as a Director of the Company.
2. To re-elect Kate Blankenship as a Director of the Company.
3. To re-elect Frixos Savvides as a Director of the Company.
4. To re-elect W.A. Tony Curry as a Director of the Company.
5. To elect Cecilie Fredriksen as a Director of the Company in place of Kathrine Fredriksen who is not standing for re-election.
6. To re-appoint PricewaterhouseCoopers AS of Oslo, Norway as auditors and to authorize the Directors to determine their remuneration.
7. To approve the remuneration of the Company's Board of Directors of a total amount of fees not to exceed US$450,000 for the year ended December 31, 2010.

Date Signature

Notes:
1. A Shareholder entitled to attend and vote at a meeting may appoint one or more proxies to attend and, on a poll, vote instead of him.
2. Proxies appointed by a single Shareholder need not all exercise their vote in the same manner.
3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the Register of Members.
4. In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by a duly authorised officer or attorney.
5. If it is desired to appoint by proxy any person other than the Chairman of the Meeting, his/her name should be inserted in the relevant place, reference to the Chairman deleted and the alteration initialled.
6. This proxy should be completed and be sent to reach one of the following addresses, as appropriate, by not later than 48 hours before the time for holding the meeting.

Holders of Shares registered on the London Stock Exchange should return their Proxy Forms to:
Company Secretary, Frontline Ltd.
Equiniti Limited
The Causeway, Worthing
West Sussex BN99 6ZL, England
Fax: +44 1903 833085

Holders of Shares registered on the Oslo Stock Exchange should return their Proxy Forms to:
Nordea Bank Norge ASA
Issuer Services
PO Box 1166 Sentrum
0107 Oslo, Norway
Fax: +47 22 48 49 90/ +47 22 48 63 49