Frontline Plc — Regulatory Filings 2017

Apr 25, 2017

FRO - New DHT Offer Proposal

FRO - New DHT Offer Proposal

Frontline Ltd. (NYSE/OSE: FRO) has previously disclosed that it has submitted

several proposals to the management and Board of DHT Holdings Inc. (NYSE: DHT)

to effectuate a business combination between Frontline and DHT.  Since at least

the date of the proposal made on January 27, 2017, Frontline has actively sought

to engage the management and Board of DHT on the good faith understanding that

they would take actions that would be in the best interests of DHT's

shareholders.

Frontline has now approached the Board of Directors of DHT to consider a

proposed new business combination, which includes the ships already delivered

and yet to be delivered by BW Group Ltd. to DHT under the Vessel Acquisition

Agreement ("VAA") entered into by DHT and BW on March 23, 2017. The offer would

be effected at an exchange ratio of 0.8 Frontline shares for each DHT common

share. Frontline's offer is further detailed in the April 25, 2017 letter to the

DHT board, which is set out below.

The proposed new combination of Frontline and DHT, which represented a 18%

premium to DHT's volume weighted average price for the 10 days immediately prior

to the opening market price on April 21, 2017, and 15.8% premium to the latest

30-day volume weighted average price, is expected to yield increased benefits.

In particular, it is expected that the combination would create the largest

public tanker company by fleet size, market capitalization and trading

liquidity; DHT shareholders would benefit from a substantially lower G&A cost

per vessel and profit from synergy values.  Frontline's superior access to debt

and equity capital markets should enhance free cash flow generation further.

Frontline trusts that the Board of DHT will now engage with Frontline in order

to negotiate mutually satisfactory transaction documents, and will halt all

efforts to give effect to the various entrenchment measures it has implemented

aimed at thwarting Frontline's offers.  The effect of the VAA and the Investor

Rights Agreement, combined with DHT's staggered board of directors and the

Shareholder Rights Plan it introduced on January 29, 2017 in response to

Frontline's offer, has been to give BW an unassailable advantage over any other

bidder for DHT and ensure that there is no realistic opportunity for any other

offer to emerge for DHT, except for an offer from BW.

Robert Hvide Macleod, Chief Executive Officer of Frontline Management AS says:

"We are convinced that the proposed new combination of Frontline and DHT will

maximize value for both sets of shareholders. We believe that this outcome is in

the best interests of shareholders of both companies and will seek to ensure

that shareholders of DHT have an opportunity to consider our offer. We look

forward to engaging DHT management and its Board to achieve a mutually

beneficial combination with Frontline."

Copy of the Offer Letter sent by Frontline to the DHT Board on April 25, 2017

DHT Management AS

Haakon VIIs GT.1, 7th floor

POB 2039 Vika, 0125 Oslo,

Norway

For the attention of: Erik A. Lind, Chairman of the Board of Directors

Oslo, 25 April 2017

Terms for the proposed combination of Frontline, Ltd. and DHT Holdings, Inc.

Dear Mr Lind,

We write to ask the Board of Directors of DHT Holdings, Inc. ("DHT") to consider

a proposed business combination ("offer") with Frontline Ltd. ("FRO" or

"Frontline"), which may be effected by way of a one-step merger, tender offer or

other appropriate structure.

The offer includes the ships delivered and to be delivered by BW Group Limited

("BW") to DHT under the Vessel Acquisition Agreement ("VAA") and takes into

account shares of common and preferred stock of DHT issued and to be issued to

BW thereunder.

The offer would be effected at an exchange ratio of 0.8 Frontline shares for

each DHT common share.

The terms of the offer have been approved by Frontline's Board of Directors, are

not subject to any financing condition and are conditioned only on fulfilment

(or waiver by Frontline) of the following conditions: (a) the negotiation and

execution of mutually satisfactory transaction documents between Frontline, DHT

and, if applicable, BW; (b) approval from the requisite majority of DHT

stockholders of any one-step merger with Frontline or Frontline receiving

acceptances from stockholders which, together with its and its affiliates'

holdings, represent not less than 50.01% of the outstanding voting stock of DHT

(including both common and preferred stock voting as a single class, as well as

shares to be issued pursuant to the VAA); and (c) termination of, or the grant

by a court of competent jurisdiction of permanent injunction(s) in respect of:

(i) the DHT Rights Agreement dated as of January 29, 2017; and (ii) the Investor

Rights Agreement ("IRA") with BW and, in particular, those provisions of the IRA

which prevent or preclude Frontline from consummating the offer if approved or

accepted as contemplated by (b) above (collectively, the "poison pill

arrangements").

When it is commenced, the offer to all DHT's shareholders will remain open for

at least 45 days.

The poison pill arrangements, together with the DHT Board of Directors' decision

not to permit DHT shareholders to consider and vote on any of our prior offer

proposals, contravene the duties DHT's Board owes to all its shareholders.

Moreover, the poison pill arrangements threaten to inflict irreparable harm on

DHT, as well as Frontline, by effectively blocking any entity besides BW from

engaging in a business combination with DHT.

We therefore demand that you immediately halt all efforts to enforce, give

effect to or permit, the poison pill arrangements, and that you permit DHT

stockholders the opportunity to consider and vote on the offer.  Please confirm

by 12 noon, New York time, tomorrow (April 26, 2017) that you will immediately

halt all efforts to enforce, give effect to or permit, the poison pill

arrangements and will commence negotiations with Frontline on mutually

satisfactory transaction documents.

The proposal outlined in this letter is based on publicly available information.

Yours sincerely,

Robert Hvide Macleod

Principal Executive Officer

Frontline Ltd.

April 25, 2017

The Board of Directors

Frontline Ltd.

Hamilton, Bermuda

Contacts:

Robert Hvide Macleod: Chief Executive Officer, Frontline Management AS

+47 23 11 40 84

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

+47 23 11 40 76

Additional Information

This communication does not constitute an offer to sell or the solicitation of

an offer to buy any securities or a solicitation of any vote or approval. This

communication relates to a proposed business combination transaction with DHT

proposed by Frontline, which may become the subject of a registration statement

filed with the Securities and Exchange Commission (the "SEC"). This material is

not a substitute for the prospectus and/or proxy statement Frontline would file

with the SEC regarding the proposed transaction if such a negotiated transaction

with DHT is reached or for any other document which Frontline may file with the

SEC or send to DHT or Frontline stockholders in connection with the proposed

transaction. INVESTORS AND SECURITY HOLDERS OF Frontline AND DHT ARE URGED TO

READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND

WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT

THE PROPOSED TRANSACTION. Such documents would be available free of charge

through the web site maintained by the SEC at www.sec.gov

Forward-Looking Statements

Matters discussed in this communication 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. Words such as "believe", "anticipate", "intends",

"estimate", "forecast", "project", "plan", "potential", "may", "should",

"expect", "pending" and similar expressions identify forward-looking statements.

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

assumptions.  Although we believe 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 our control, we cannot assure you that we will achieve or accomplish

these expectations, beliefs or projections. The information set forth herein

speaks only as of the date hereof, and we disclaim any intention or obligation

to update any forward-looking statements as a result of developments occurring

after the date of this communication. In addition to these important factors and

matters discussed elsewhere herein, important factors that, in our view, could

cause actual results to differ materially from those discussed in the forward-

looking statements include DHT's failure to accept Frontline's proposal and

enter into a definitive agreement to effect the transaction, fluctuations in the

value of Frontline common shares issued in connection with the proposed

acquisition, the strength of world economies, fluctuations in currencies and

interest rates, general market conditions, including fluctuations in charter

hire rates and vessel values, changes in demand in the dry bulk market, changes

in our operating expenses, including bunker prices, drydocking and insurance

costs, the market for our  vessels, availability of financing and refinancing,

changes in governmental rules and regulations or actions taken by regulatory

authorities, potential liability from pending or future litigation, general

domestic and international political conditions, potential disruption of

shipping routes due to accidents, political events or acts by terrorists, and

other important factors described from time to time in the reports filed by the

Frontline with the Securities and Exchange Commission.

This information is subject to the disclosure requirements of section 5-12 of

the Norwegian Securities Trading Act.