Frontline Plc — Share Issue/Capital Change 2016

Dec 8, 2016

FRO - Contemplated offering of shares

FRO - Contemplated offering of shares

Frontline Ltd. (NYSE/OSE: FRO) (the "Company") has mandated Arctic Securities AS

and Arctic Securities LLC (the "Manager"), to assist the Company in a

contemplated offering (the "Offering") for issue of 13,422,819 new shares (the

"New Shares") for gross proceeds of USD 100 million. The Offering is directed

towards certain Norwegian and international institutional investors subject to

applicable exemptions from European prospectus requirements. The minimum

application and allocation amount has been set to the USD equivalent of EUR

100,000, provided that the Company reserves the right to, at its sole

discretion, allocate lower amounts to investors that qualify as "professional

investors" pursuant to the Norwegian Securities Trading Act and ancillary

regulations.

The subscription price in the Offering will be USD 7.45 per New Share (equalling

NOK 62.80 at a USD/NOK exchange rate of 8.43), equivalent to a 2.1 % discount to

the closing price of the Company's shares on the New York Stock Exchange on

December 8, 2016 adjusted for the USD 0.10 dividend declared by the Company on

28 November 2016. The application period for the Offering will start December

8, 2016 at 22:00 hours (CET) and will close on December 9, 2016 at 08:00 hours

(CET). The Company reserves the right to close or extend the application period

at any time at their sole discretion, at short notice.

Our largest shareholder, Hemen Holding Ltd., ("Hemen"), a Cyprus holding

company, indirectly controlled by trusts established by the Company's Chairman

and President, Mr. John Fredriksen, for the benefit of his immediate family,

which owns approximately 52% of the Company's ordinary shares, has guaranteed

the Offering. If the Offering is oversubscribed, the allocation to Hemen may be

reduced below its pro rata share in order to improve the free float.

The allocation will be made at the discretion of the Company in consultation

with the Manager, on or about December 9, 2016, subject to any shortening or

extension of the application period.

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 Your

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

on or about 22 December 2016.

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

opportunities through vessel acquisitions and for general corporate purposes.

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

Offering are 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.

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

.

December 8, 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

Arctic Securities AS:

+47 2101 3123

Arctic Securities LLC:

+1 212 597 5555

***

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.