Frontline Plc — Share Issue/Capital Change 2016

Dec 9, 2016

FRO - USD 100 MILLION SHARE OFFERING FULLY SUBSCRIBED

FRO - USD 100 MILLION SHARE OFFERING FULLY SUBSCRIBED

Frontline Ltd. (NYSE/OSE: FRO) (the "Company") is pleased to announce that the

offering (the "Offering") of new shares (the "New Shares") announced on December

8, 2016, has been successfully completed at USD 7.45 per New Share (equalling

NOK 62.80 at a USD/NOK exchange rate of 8.43), raising gross proceeds of USD

100 million (approximately NOK 843 million) through the issuance of 13,422,819

New Shares. The Offering was significantly oversubscribed.

Due to very strong demand, the Company's largest shareholder, Hemen Holding Ltd.

("Hemen"), has agreed to be allocated 1,342,281 New Shares in the Offering,

corresponding to 10 per cent of the Offering. Hemen will own an aggregate of

82,145,703 shares in the Company upon completion of the Offering, equalling

approximately 48.4 per cent of the Company's shares and votes.

Notifications of allocation of New Shares will be distributed on or about

December 9, 2016. The due date for payment for allocated New Shares is expected

to be December 16, 2016.

Subject to full payment of the New Shares, delivery of the New Shares allocated

in the Offering is expected to be delivered to the subscribers in the Offering

on or about December 16, 2016 and to be registered in the Norwegian Central

Securities Depository (VPS) with the Company's ISIN BMG3682E1921 and commence to

trade under the Company's ordinary trading symbol "FRO" and become tradable on

the Oslo Stock Exchange and the New York Stock Exchange on or about December

16, 2016.

The New Shares will not give right to receive the USD 0.10 dividend declared by

the Company on 28 November 2016 with ex-date 13 December 2016 on the New York

Stock Exchange and 14 December 2016 on the Oslo Stock Exchange and payment date

on or about 22 December 2016.

Following issuance of the New Shares the Company will have 169,809,325 issued

common shares each having a par value of USD 1.00.

The net proceeds from the Offering will be used to opportunistically fund growth

opportunities through vessel acquisitions and for general corporate purposes.

This announcement 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 an application agreement, a term sheet and a

prospectus and related prospectus supplements which form a part of the Company's

effective Registration Statement on Form F-3 (Registration No. 333-204884) that

has previously been filed with the US Securities and Exchange Commission (the

"SEC"). Copies of the offering documentation may be obtained by contacting

Arctic Securities at telephone: +47 21 01 30 40 or e-mail:

settlement@arctic.com.

Arctic Securities AS and Arctic Securities LLC have acted as sole manager in the

Offering.

December 9, 2016

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

***

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, 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 press release 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 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 Company with the

Securities and Exchange Commission.

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

the Norwegian Securities Trading Act.