Frontline Plc — Share Issue/Capital Change 2014

Jan 22, 2014

FRO - Announces the Amended and Restated Equity Distribution Agreement

FRO - Announces the Amended and Restated Equity Distribution Agreement

Frontline Ltd. (NYSE:FRO) ("Frontline") announces that it has filed with the

United States Securities and Exchange Commission a prospectus supplement

covering the amendment and restatement of its previously announced equity

distribution agreement with Morgan Stanley & Co. LLC, ("Morgan Stanley"), under

which the amount of new ordinary shares Frontline may offer and sell, at any

time and from time to time through Morgan Stanley in an at-the-market offering,

was increased to having aggregate sales proceeds of up to $100.0 million, from

up to $40.0 million.

Sales of Frontline's ordinary shares, if any, will be made by means of ordinary

brokers' transactions on the New York Stock Exchange, or otherwise at market

prices prevailing at the time of sale, at prices related to the prevailing

market prices, or at negotiated prices.

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

an offer to buy securities and shall not constitute an offer, solicitation or

sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

The offering is being made by means of a prospectus and related prospectus

supplement. A prospectus supplement related to the offering has been filed with

the Securities and Exchange Commission. Copies of the prospectus and prospectus

supplement relating to the offering may be obtained from the offices of Morgan

Stanley at 180 Varick Street, Second Floor, New York, New York 10014, Attention:

Prospectus Department or by email at prospectus@morganstanley.com. Links to the

filings with the Securities and Exchange Commission of the prospectus and

prospectus supplement are also available on Frontline's website.

January 21, 2014

The Board of Directors

Frontline Ltd.

Hamilton, Bermuda

Questions should be directed to:

Jens Martin Jensen: 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 press release may constitute forward-looking

statements.  The Private Securities Litigation Reform Act of 1995 provides safe

harbor protections for forward-looking statements in order to encourage

companies to provide prospective information about their business.  Forward-

looking statements 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 desires to take advantage of the safe harbor provisions of the Private

Securities Litigation Reform Act of 1995 and is including this cautionary

statement in connection with this safe harbor legislation. The words "believe,"

"anticipate," "intends," "estimate," "forecast," "project," "plan," "potential,"

"will," "may," "should," "expect" "pending" and similar expressions identify

forward-looking statements.

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

assumptions, many of which are based, in turn, upon further assumptions,

including without limitation, management's examination of historical operating

trends, data contained in Frontline's records and other 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, you cannot be assured that Frontline

will achieve or accomplish these expectations, beliefs or projections. Frontline

undertakes no duty to update any forward-looking statement to conform the

statement to actual results or changes in expectations.

Important factors that, in Frontline's view, could cause actual results to

differ materially from those discussed in the forward-looking statements

include, without limitation: the strength of world economies and currencies,

general market conditions, including fluctuations in charterhire rates and

vessel values, changes in demand in the tanker market, including but not limited

to changes in OPEC's petroleum production levels and world wide oil consumption

and storage, changes in Frontline's operating expenses, including bunker prices,

drydocking and insurance costs, the market for Frontline's vessels, availability

of financing and refinancing, ability to comply with covenants in such financing

arrangements, failure of counterparties to fully perform their contracts with

us, 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 or political events, vessel breakdowns,

instances of off-hire and other important factors.  For a more complete

discussion of these and other risks and uncertainties associated with

Frontline's business, please refer to Frontline's filings with the Securities

and Exchange Commission, including, but not limited to, its annual report on

Form 20-F.

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1756257]