Form 424B3 FRONTLINE LTD /

Filed pursuant to Rule 424(b)(3)
Registration No. 333-267407

PROXY STATEMENT/PROSPECTUS 

PROXY STATEMENT FOR SPECIAL GENERAL MEETING OF FRONTLINE SHAREHOLDERS

PROSPECTUS FOR
222,622,889 ORDINARY SHARES

Dear Frontline Ltd. Shareholders:

You are cordially invited to attend the special general meeting of shareholders (the “Special General Meeting”) of Frontline Ltd., which we refer to as “the Company,” “we,” “us,” “our,” or “Frontline” on December 20, 2022, at 8:00 a.m. local time, at Par-la-Ville Place, 4^th Floor, 14 Par-la-Ville Road, Hamilton, Bermuda. For purposes of clarity, in some places in this proxy statement/prospectus (“Proxy Statement/Prospectus”), we refer to our company prior to the Redomiciliation (as defined below) as “Frontline (Bermuda)” and the re-domiciled Cyprus entity as “Frontline (Cyprus).”

At the Special General Meeting, our shareholders will be asked to consider and vote upon:

Each of these proposals is more fully described in the accompanying Proxy Statement/Prospectus.

Reference is made to the definitive combination agreement and plan of merger (the “Combination Agreement”) that Frontline entered into on July 10, 2022, with Euronav NV (“Euronav”). On the terms and subject to the conditions set forth in the Combination Agreement, Frontline has agreed after the completion of the Redomiciliation to make a voluntary conditional exchange offer (the “Tender Offer”) for all outstanding shares of Euronav at an exchange ratio of 1.45 Frontline shares for 1.0 Euronav share (the “Consideration Shares”), with the intention that Frontline and Euronav shall initiate a process whereby Euronav merges into Frontline (the “Merger”) with Frontline as the surviving entity (the “Combined Group”). None of the Increase of Authorized Share Capital Proposal, the Redomiciliation Proposal or the Adjournment Proposal is conditioned upon (a) any of the other proposals described herein, or (b) the successful completion of the Tender Offer or the Merger or the other transactions contemplated by the Combination Agreement (collectively, the “Combination Transactions”). Frontline shareholders are not being asked in this registration statement to consider or vote on the previously announced Combination Transactions with Euronav, which will be contemplated in a separate registration statement and other documents filed with the U.S. Securities and Exchange Commission (“SEC”) and other offering documents required by applicable laws.

Our board of directors (“our Board of Directors” or “Frontline’s Board of Directors”) has unanimously approved the Redomiciliation.  The completion of the Redomiciliation (the “Redomiciliation Completion”) shall be conditional upon the following conditions being fulfilled or waived pursuant to the terms of the Combination Agreement (the “Redomiciliation Conditions”) and applicable law: (a) Frontline becoming a tax resident in Cyprus; (b) the approval of the Redomiciliation Proposal by the Special General Meeting having been received; (c) the issuance of the Temporary Redomiciliation Certificate from the Registrar of Companies and Official Receiver of the Republic of Cyprus (the “Cyprus Companies’ Registry”); and (d) the fulfilment of all requirements under applicable law to ensure continued listing of Frontline on the New York Stock Exchange (the “NYSE”) and Oslo Stock Exchange (“OSE”), including but not limited to: (i) the registration statement on Form F-4, of which this Proxy Statement/Prospectus forms a part, becoming effective under the Securities Act; and (ii) the Frontline (Cyprus) shares being approved for listing on NYSE, subject to the Redomiciliation Completion.

Our ordinary shares are currently listed on the NYSE and OSE, under the symbol “FRO.” We will seek, and expect to receive, approval from NYSE and the OSE to trade the common stock of Frontline (Cyprus) under the same symbol after the Redomiciliation. We do not expect the Redomiciliation to have a material impact on our results of operations or financial condition and we will continue to report the consolidated financial results in U.S. Dollars in accordance with U.S. GAAP. There will be some differences in your shareholder rights given the inherent differences in the laws between the Bermuda and Cyprus. A detailed chart outlining those differences is included in the accompanying Prospectus/Proxy Statement in the section titled “Comparison of Bermuda and Cyprus Corporate Law.”

We are providing this Proxy Statement/Prospectus and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Special General Meeting and at any adjournments or postponements of the Special General Meeting. Whether or not you plan to attend the Special General Meeting, we urge you to carefully read this Proxy Statement/Prospectus (and any documents incorporated into this Proxy Statement/Prospectus by reference). Please pay particular attention to the section entitled “Risk Factors.”

Our Board of Directors unanimously recommends that our shareholders vote FOR all of the proposals presented to our shareholders. When you consider the Board of Directors’ recommendation of these proposals, you should keep in mind that certain of our directors, executive officers and major shareholders may have interests in the Redomiciliation that may conflict with your interests as a shareholder. See the section entitled “The Redomiciliation – Interests of Certain of Frontline’s Directors, Executive Officers and Major Shareholders in the Redomiciliation.”

Approval of the Increase of Authorized Share Capital Proposal, Redomiciliation Proposal and Adjournment Proposal requires the affirmative vote of more than 50% of the votes cast by the holders of the ordinary shares of Frontline as of the record date present, in person or by proxy, and voting at the Special General Meeting.

Your vote is very important. If you are a holder of record, you must submit the enclosed proxy card. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the Special General Meeting in person. Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided.

If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special General Meeting.

If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the Special General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special General Meeting and, if a quorum is present, will have no effect on the outcome of any vote on the proposals. If you are a shareholder of record and you attend the Special General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

On behalf of our Board of Directors, I thank you for your support and look forward to the successful completion of the Redomiciliation.

This Proxy Statement/Prospectus is dated December 6, 2022 and is first being mailed to shareholders of Frontline on or about that date.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE TENDER OFFER OR THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE TENDER OFFER OR THE MERGER OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

FRONTLINE LTD.

Par-la-Ville Place

14 Par-la-Ville Road

Hamilton, HM 08

Bermuda

NOTICE OF SPECIAL GENERAL MEETING OF FRONTLINE SHAREHOLDERS
To Be Held On December 20, 2022

To the Shareholders of Frontline Ltd.:

NOTICE IS HEREBY GIVEN that a special general meeting of shareholders (the “Special General Meeting”) of Frontline Ltd., a company incorporated under the laws of Bermuda (“Frontline” or the “Company”), will be held on December 20, 2022, at 8:00 a.m. local time, at Par-la-Ville Place, 4^th Floor, 14 Par-la-Ville Road, Hamilton, Bermuda unless adjourned or postponed to a later date. You are cordially invited to attend the Special General Meeting for the following purposes:

Only holders of record of our ordinary shares at the close of business on November 7, 2022 are entitled to notice of the Special General Meeting and to vote at the Special General Meeting and any adjournments or postponements of the Special General Meeting. A complete list of our shareholders of record entitled to vote at the Special General Meeting will be available for ten days before the Special General Meeting at our principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Special General Meeting.

Your attention is directed to the Proxy Statement/Prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Redomiciliation and related transactions and each of our proposals. We encourage you to read the entire Proxy Statement/Prospectus carefully. You should also carefully consider the risk factors described in the section entitled “Risk Factors.” If you have any questions or need assistance voting your shares, please call +1 (441) 295-6935. This notice of Special General Meeting is and the Proxy Statement/Prospectus relating to the Redomiciliation will be available at https://www.proxyvote.com.

TABLE OF CONTENTS

This Proxy Statement/Prospectus is part of a registration statement on Form F-4, which incorporates important business and financial information about Frontline Ltd. and its subsidiaries from documents filed with the SEC that have not been included in or delivered with this Proxy Statement/Prospectus. This information is available at the website the SEC maintains at www.sec.gov, as well as from other sources. See the section of this Proxy Statement/Prospectus entitled “Where You Can Find More Information.” You also may request a free copy of these documents from us upon written or oral request to Frontline Ltd., Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM Bermuda. To ensure timely delivery, you must request this information no later than five business days before the date of the Special General Meeting, which we currently anticipate will be held on or about December 20, 2022, but the actual date may be extended.

FORWARD-LOOKING STATEMENTS

Matters discussed in this Proxy Statement/Prospectus, any prospectus supplement, and the documents incorporated by reference herein and therein 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.

We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection with this safe harbor legislation. this Proxy Statement/Prospectus and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The words “believe,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect” and similar expressions identify forward-looking statements.

The forward-looking statements in this Proxy Statement/Prospectus, any prospectus supplement, and the documents incorporated by reference herein and therein are based upon various assumptions, including, without limitation, management’s examination of historical operating trends, data contained in our records and data available from third parties. 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.

In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Proxy Statement/Prospectus, any prospectus supplement, and the documents incorporated by reference herein and therein might not occur, and our actual results could differ materially from those anticipated in these forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking statement contained in this Proxy Statement/Prospectus, any prospectus supplement, and the documents incorporated by reference herein and therein, whether as a result of new information, future events or otherwise, except as required by law.

In addition to these important factors and matters discussed elsewhere herein, and in the documents incorporated by reference herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include:

We caution readers of this registration statement not to place undue reliance on these forward-looking statements.

All forward-looking statements made in this registration statement are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this registration statement, and we expressly disclaim any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, changes in future operating results over time or otherwise.

Please note in this registration statement, “we,” “us,” “our,” “Frontline” and the “Company,” all refer to Frontline Ltd. and its subsidiaries, unless the context otherwise requires.

QUESTIONS AND ANSWERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special General Meeting, including with respect to the proposed Redomiciliation. The following questions and answers may not include all the information that is important to Frontline shareholders. You are urged to read carefully this entire Proxy Statement/Prospectus, including the annexes and the other documents referred to herein.

Q: Why am I receiving this Proxy Statement/Prospectus?

A: We are proposing to (a) increase our authorized share capital from $500,000,000 (divided into 500,000,000 ordinary shares, par value $1.00), to $600,000,000 (divided into 600,000,000 ordinary shares, par value $1.00), by the creation of an additional 100,000,000 ordinary shares, par value $1.00, with such newly created ordinary shares to be of the same category and have the same rights and to rank pari passu with the existing ordinary shares in all respects, (b) change our jurisdiction of incorporation by discontinuing from Bermuda and continuing and re-domiciling as a public limited liability company incorporated under the laws of Cyprus (the “Redomiciliation”), and (c) adjourn the Special General Meeting to a later date or dates to permit further solicitation of proxies in the event that, based on the tabulated votes, there are not sufficient votes at the time of the Special General Meeting to approve one or more of the proposals presented at the Special General Meeting.  None of the Increase of Authorized Share Capital Proposal, the Redomiciliation Proposal and the Adjournment Proposal are conditioned upon (a) the approval of any other proposal set forth in this Proxy Statement/Prospectus or (b) the successful completion of the Combination Transactions, including the Tender Offer or the Merger. The Redomiciliation Completion shall be conditional upon the following Redomiciliation Conditions and applicable law. Please see “The Redomiciliation.” Please see “Q: What conditions must be satisfied to complete the Redomiciliation?” and the corresponding answer for additional information with respect to certain conditions of the closing of the Redomiciliation. For more information with respect to (a) the increase of our authorized share capital, please see “Proposal No. 1 – The Increase of Authorized Share Capital Proposal”, (b) the Redomiciliation generally, please see “The Redomiciliation” and “Proposal No. 2 – The Redomiciliation Proposal” and (c) “Proposal No. 3 – The Adjournment Proposal.”

Frontline’s shareholders are being asked to consider and vote upon the Increase of Authorized Share Capital Proposal, the Redomiciliation Proposal and the Adjournment Proposal. Frontline shareholders are not being asked in this registration statement to consider or vote on the previously announced Combination Transactions with Euronav, which will be contemplated in a separate registration statement and other documents filed with the SEC and other offering documents required by applicable laws.

This Proxy Statement/Prospectus and its annexes contain important information about the Redomiciliation and the other matters to be acted upon at the Special General Meeting. You should read this Proxy Statement/Prospectus and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this Proxy Statement/Prospectus and its annexes.

Q: When and where is the Special General Meeting?

A: The Special General Meeting will be held on December 20, 2022, at 8:00 a.m. local time, at Par-la-Ville Place, 4^th Floor, 14 Par-la-Ville Road, Hamilton, Bermuda, or such other date, time and place to which such meeting may be adjourned or postponed, for the purpose of considering and voting upon the proposals.

Q: What is being voted on at the Special General Meeting?

A: Below are the proposals as to which Frontline’s shareholders are being asked to vote:

​

(1) The Increase of Authorized Share Capital Proposal – a proposal to approve an increase of Frontline’s authorized share capital from $500,000,000 (divided into 500,000,000 ordinary shares, par value $1.00), to $600,000,000 (divided into 600,000,000 ordinary shares, par value $1.00), by the creation of an additional 100,000,000 ordinary shares, par value $1.00, with such newly created ordinary shares to be of the same category and have the same rights and to rank pari passu with the existing ordinary shares in all respects; 

(2) The Redomiciliation Proposal - a proposal to:

(3) The Adjournment Proposal - a proposal to adjourn the Special General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special General Meeting, there are not sufficient votes to approve one or more proposals presented at the Special General Meeting.

Q: Are any of the proposals conditioned upon one another?

A: No. None of the Increase of Authorized Share Capital Proposal, the Redomiciliation Proposal and the Adjournment Proposal are conditioned upon the approval of any other proposal set forth in this Proxy Statement/Prospectus or the successful completion of the Combination Transactions, including the Tender Offer or the Merger.

The Redomiciliation Completion shall be conditional upon the following Redomiciliation Conditions and applicable law: (a) Frontline becoming a tax resident in Cyprus; (b) the approval of the Redomiciliation Proposal by the Special General Meeting having been received; (c) the issuance of the Temporary Redomiciliation Certificate from the Cyprus Companies’ Registry; and (d) the fulfilment of all requirements under applicable law to ensure continued listing of Frontline on the NYSE and the OSE, including but not limited to: (i) the registration statement on Form F-4, of which this Proxy Statement/Prospectus forms a part, becoming effective under the Securities Act; and (ii) the Frontline (Cyprus) shares being approved for listing on NYSE, subject to the Redomiciliation Completion. We can provide no assurance that Redomiciliation or the Combination Transactions will be completed.

Q: Why am I being asked to vote on the Increase of Authorized Share Capital Proposal?

The proposed increase in the authorized share capital been recommended by Frontline’s Board of Directors to ensure that an adequate number of ordinary shares are available for future use. Frontline’s Board of Directors believes that the proposed increase will make available a sufficient number of authorized ordinary shares for future issuances, including financings, corporate mergers and acquisitions, use in employee benefit plans, stock splits, stock dividends or other corporate purposes. The availability of additional ordinary shares will provide Frontline with greater flexibility in taking any of these actions and would allow it to issue ordinary shares or securities convertible into ordinary shares without the delay or expense of obtaining shareholder approval, except to the extent required by state law or the requirements of the NYSE and OSE or any other applicable exchange or quotation system for particular transactions.  Frontline (Bermuda) currently has no plans for the increased authorized share capital.

If and only if the Redomiciliation Proposal is approved by Frontline’s shareholders and the Redomiciliation is completed following the satisfaction or waiver of the Redomiciliation Conditions, as described above, Frontline (Cyprus) has agreed to make a Tender Offer for all outstanding shares of Euronav for the Consideration Shares, with the intention that Frontline and Euronav will merge following the Tender Offer.  The authorized and unissued share capital of Frontline (Cyprus) will be used to settle the Combination Transactions with Euronav, which will be contemplated in a separate registration statement and other documents filed with the SEC and other offering documents required by applicable laws.

Q: Why is Frontline providing shareholders with the opportunity to vote on the Redomiciliation?

A: Under Section 132G(2)(a) of the Bermuda Companies Act 1981, as amended (the “Companies Act”), an exempted company shall not be discontinued unless (i) a resolution of the shareholders is passed in general meeting approving the discontinuance or (ii) the discontinuance is approved in such manner as may be authorized by the bye-laws of Frontline (Bermuda).

Q: What will happen in the Redomiciliation?

A: Upon effectiveness of the Redomiciliation, the rights of shareholders of Frontline (Bermuda) will arise under Cyprus law and the Amended and Restated Memorandum and Articles of Association. The new Amended and Restated Memorandum and Articles of Association (the “Frontline Cyprus Amended and Restated Charter”), as approved at the Special General Meeting, will be effective from the date the Temporary Redomiciliation Certificate is issued by the Cyprus Companies' Registry. The Company’s Current Constitution and Amended and Restated Bye-Laws, as amended by the Discontinuation Amendment, as approved at the Special General Meeting, will be replaced in their entirety and abolished by operation of law on the date the Temporary Certificate of Redomiciliation is issued.  The Frontline Cyprus Amended and Restated Charter and Cyprus law contain provisions that differ in some respects from those in our Current Constitution and Bermuda law. In view of the differences between Cyprus law and Bermuda law, some of your rights as a shareholder of Frontline (Cyprus) could differ materially from the rights you currently possess as a shareholder of Frontline (Bermuda). The Frontline Cyprus Amended and Restated Charter will be substantially the same as our Current Constitution, subject to changes to conform to Cap.113 of the statutes of the Republic of Cyprus (the “Cyprus Companies Law”), (noting that the Frontline Cyprus Amended and Restated Charter will contain certain additional interim governance provisions pursuant to the Combination Agreement). For more information with respect to the additional interim governance provisions, please see the section entitled “Summary—Recent Developments—The Combination Agreement—Board of Directors and Executive Management”. See “Bermuda and Cyprus Corporate Law" where we describe material provisions under the law of Bermuda and the law of Cyprus relating to your rights as a shareholder. The form of Frontline Cyprus Amended and Restated Charter of Frontline (Cyprus) is filed as Annex B to the registration statement of which this Proxy Statement/Prospectus is a part.

For additional information, please see “The Redomiciliation.”

Q: Who will be the directors and officers of Frontline (Cyprus) if the Redomiciliation is consummated?

A: Our executive officers will remain the same upon effectiveness of the Redomiciliation. Our current executive officers are Lars H. Barstad (Chief Executive Officer of Frontline Management AS and our principal executive officer), and Inger M. Klemp (Chief Financial Officer of Frontline Management AS and our principal financial officer).

Our Board of Directors will continue as our Board of Directors upon effectiveness of the Redomiciliation. Our current Board is composed of John Fredriksen, James O’Shaughnessy, Ola Lorentzon, Ole B. Hjertaker, Steen Jakobsen and Marios Demetriades. See “Summary—Recent Developments—The Combination Agreement—Board of Directors and Executive Management.”

In addition, none of the members or the chairperson of our committees, including our Audit Committee, will change upon effectiveness of the Redomiciliation.

However, for more information on the senior leadership and governance of the Combined Group (as defined below) if the Tender Offer and/or the Merger are completed, please see “The Redomiciliation.”

Q: Following the Redomiciliation, will Frontline (Cyprus)’s securities trade on a stock exchange?

A: Our ordinary shares are currently listed on the NYSE and the OSE, under the symbol “FRO.” We will seek, and expect to receive, on the closing of the Redomiciliation, approval from NYSE and the OSE to trade the common stock of Frontline (Cyprus) under the same symbol after the Redomiciliation. The completion of the Redomiciliation is conditioned upon, among other things, continued listing of Frontline on NYSE and OSE.

Q: What will the business of Frontline (Cyprus) be like following the Redomiciliation, assuming that the Redomiciliation is approved?

A: Assuming the Redomiciliation is approved, following the Redomiciliation, the business of Frontline (Cyprus) will be the same as Frontline (Bermuda). However, for more information on the business of the Combined Group if the Tender Offer and/or Merger are completed, please see “The Redomiciliation.”

Q: What conditions must be satisfied to complete the Redomiciliation?

A: The Redomiciliation Completion shall be conditional upon the following Redomiciliation Conditions and applicable law: (a) Frontline becoming a tax resident in Cyprus; (b) the approval of the Redomiciliation Proposal by the Special General Meeting having been received; (c) the issuance of the Temporary Redomiciliation Certificate from the Cyprus Companies’ Registry; and (d) the fulfilment of all requirements under applicable law to ensure continued listing of Frontline on the NYSE or the OSE, including but not limited to: (i) the registration statement on Form F-4, of which this Proxy Statement/Prospectus forms a part, becoming effective under the Securities Act of 1933; and (ii) the Frontline (Cyprus) shares being approved for listing on NYSE, subject to the Redomiciliation Completion.

For purposes of clarity, in some places in this Proxy Statement/Prospectus, we refer to our company prior to the Redomiciliation as “Frontline (Bermuda)” and the re-domiciled Cyprus entity as “Frontline (Cyprus).” For more information, please see the section entitled “The Redomiciliation.”

Q: Why is Frontline proposing the Redomiciliation Proposal?

A: Frontline believes that the Redomiciliation will, among other things, provide legal, administrative, and other similar efficiencies. As a well-established shipping and ship management center, Cyprus is expected to provide many benefits to the Company, including but not limited to recruitment of experienced commercial and administrative and management personnel, a comprehensive tonnage tax regime, approved by the European Union, and a geographically advantageous position between our key market time zones. In addition, the completion of the Redomiciliation is a condition of launching and closing the Tender Offer and the Merger. For the purpose of the Redomiciliation, Frontline will adopt the Frontline Cyprus Amended and Restated Charter which will be filed with the Cyprus Companies’ Registry as part of the Redomiciliation application and which will take effect upon the issuance of the Temporary Redomiciliation Certificate from the Cyprus Companies’ Registry. The Frontline Cyprus Amended and Restated Charter provides Frontline’s shareholders with the same or substantially the same rights as prior to the Redomiciliation, subject to changes to conform to the Cyprus Companies Law (noting that the Frontline Cyprus Amended and Restated Charter will contain certain additional interim governance provisions pursuant to the Combination Agreement). For additional information, see the sections entitled “The Redomiciliation” and “Proposal No. 2 - The Redomiciliation Proposal.”

Q: What are the federal income tax consequences of the Redomiciliation?

A: As a result of the Redomiciliation, Frontline will be changing its place of incorporation from Bermuda to Cyprus. The Redomiciliation will constitute a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code, in which the holders of Frontline ordinary shares will be deemed to exchange their shares for equivalent shares of a Cyprus corporation. U.S. holders will not recognize taxable gain or loss as a result of the Redomiciliation for U.S. federal income tax purposes.

For a more detailed discussion, please see the sections entitled “Summary—Material Tax Consequences of the Redomiciliation” and “Taxation.”

Q: What changes are being made to Frontline’s Current Constitution in connection with the Redomiciliation?

A: Upon the Redomiciliation, Frontline will adopt the Frontline Cyprus Amended and Restated Charter, which will abolish and replace the Current Constitution upon the Redomiciliation and provides Frontline’s shareholders with the same or substantially the same rights as prior to the Redomiciliation, subject to changes to conform to the Cyprus Companies Law (noting that the Frontline Cyprus Amended and Restated Charter will contain certain additional interim governance provisions pursuant to the Combination Agreement). For a summary of the differences between our Current Constitution and Frontline Cyprus Amended and Restated Charter, see Annex B and the section entitled “Comparison of Bermuda Law to Cyprus Law.”

Q: What happens if I sell my Frontline ordinary shares before the Special General Meeting?

A: The record date for the Special General Meeting is earlier than the date that the Redomiciliation is expected to be completed. If you transfer your Frontline ordinary shares after the record date, but before the Special General Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special General Meeting. If you transfer your Frontline ordinary shares prior to the record date, you will have no right to vote those shares at the Special General Meeting.

Q: What vote is required to approve the proposals presented at the Special General Meeting?

A: Approval of each of the proposals presented at the Special General Meeting requires the affirmative vote of more than 50% of the votes cast by the holders of the ordinary shares of Frontline as of the record date present, in person or by proxy, and voting at the Special General Meeting. Failure of a Frontline shareholder to vote by proxy or to vote in person at the Special General Meeting or the failure of a Frontline shareholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee, or a broker non-vote, will result in that shareholder’s shares not being counted toward the number of Frontline’s ordinary shares required to validly establish a quorum, but if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established, and broker non-votes will not be counted for purposes of establishing a quorum.

Q: How many votes do I have at the Special General Meeting?

A: Frontline’s shareholders are entitled to one vote at the Special General Meeting for each ordinary share held of record at the close of business on November 7, 2022, the record date for the Special General Meeting. As of the close of business on the record date, there were 222,622,889 ordinary shares outstanding.

Q: What constitutes a quorum at the Special General Meeting?

A: At least two Frontline shareholders as of the record date present in person or by proxy and entitled to vote at the Special General Meeting (whatever the number of shares held by them) constitute a quorum, provided however that if Frontline shall have only one shareholder, such shareholder, present in person or by proxy, shall constitute a quorum. In the absence of a quorum, the chairman has the power to adjourn the Special General Meeting.

Q: What interests do Frontline’s directors, executive officers and major shareholders have in the Redomiciliation?

Certain of our directors, executive officers and major shareholders may have interests in the Redomiciliation that may conflict with your interests as a shareholder.  C.K. Limited is the trustee of two trusts (the “Trusts”) settled by Mr. John Fredriksen, one of our directors. The Trusts indirectly hold all of the shares of Hemen Holding Limited (“Hemen”) and Greenwich Holdings Limited, the sole shareholder of Hemen. Accordingly, C.K. Limited, as trustee, may be deemed to beneficially own the 79,321,042 ordinary shares of Frontline that are owned by Hemen and beneficially owned by Greenwich Holdings Limited representing 35.6% of the issued and outstanding ordinary shares of Frontline. Frontline owns 13,664,613 shares of Euronav. The Trusts also indirectly hold all of the shares of Famatown Finance Limited (“Famatown”) and Greenwich Holdings Limited, the sole shareholder of Famatown. Accordingly, C.K. Limited, as trustee, may be deemed to beneficially own the 37,881,478 ordinary shares of Euronav that are beneficially owned by Famatown (24,216,865 Euronav shares) and Frontline (13,664,613 Euronav shares) representing 19% of issued and outstanding shares of Euronav.

The beneficiaries of the Trusts are members of Mr. Fredriksen’s family. Mr. Fredriksen is neither a beneficiary nor a trustee of either Trust. Therefore, Mr. Fredriksen has no economic interest in the ordinary shares of Frontline and ordinary shares of Euronav described above and Mr. Fredriksen disclaims any control over such ordinary shares of Frontline and ordinary shares of Euronav, save for any indirect influence he may have with C.K. Limited, as the trustee of the Trusts, in his capacity as the settlor of the Trusts.

Hemen and Famatown and certain other entities related to them have agreed to take necessary corporate resolutions at shareholders meetings of Frontline and Euronav using the voting rights attached to their shares to vote in favor of any resolution necessary to consummate the transactions outlined in the Combination Agreement, including the Redomiciliation.  For more information, please see the section entitled “The Redomiciliation – Interests of Certain of Frontline’s Directors, Executive Officers and Major Shareholders in the Redomiciliation.”

Q: When is the Redomiciliation expected to be completed?

A: It is currently anticipated that the Redomiciliation will be consummated as promptly as reasonably possible following the Special General Meeting, provided that all other conditions to the Redomiciliation have been satisfied or waived. The Redomiciliation is subject to certain notification filings and approvals by authorities in Bermuda and Cyprus and, as a result, may be subject to delay. For a description of the conditions to the completion of the Redomiciliation, see the section entitled “The Redomiciliation.”

Q: What do I need to do now?

A: You are urged to read carefully and consider the information contained in this Proxy Statement/Prospectus, including the annexes, and to consider how the Redomiciliation will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement/Prospectus and on the enclosed proxy card or, if you hold Frontline’s ordinary shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q: How do I vote?

A: If you were a holder of record of Frontline’s ordinary shares at the close of business on November 7, 2022, the record date for the Special General Meeting, you may vote with respect to the proposals in person at the Special General Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special General Meeting and vote in person, obtain a legal proxy from your broker, bank or nominee.

Q: Do I need to attend the Special General Meeting to vote my shares?

A: No. You are invited to attend the Special General Meeting to vote on the proposals described in this Proxy Statement/Prospectus. However, you do not need to attend the Special General Meeting to vote your shares. Instead, you may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Your vote is important. Frontline encourages you to vote as soon as possible after carefully reading this Proxy Statement/Prospectus.

Q: What will happen if I abstain from voting or fail to vote at the Special General Meeting?

A: At the Special General Meeting, Frontline will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. Assuming there is quorum, a failure to vote or an abstention will have no effect on the outcome of any vote on the proposals.

Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?

A: Signed and dated proxies received by Frontline without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each proposal described in this Proxy Statement/Prospectus.

Q: If I am not going to attend the Special General Meeting in person, should I return my proxy card instead?

A: Yes. Whether you plan to attend the Special General Meeting or not, please read this Proxy Statement/Prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

A: No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters, unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Frontline believes the proposals presented to the shareholders at the Special General Meeting will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purpose of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special General Meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q: May I change my vote after I have mailed my signed proxy card?

A: Yes. You may change your vote by sending a later-dated, signed proxy card to Frontline’s secretary at the address listed below prior to the vote at the Special General Meeting, or attend the Special General Meeting and vote in person. You also may revoke your proxy by sending a notice of revocation to Frontline’s secretary at the address listed below, provided such revocation is received prior to the vote at the Special General Meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

Frontline Ltd.
Attn: James Ayers, secretary
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton, HM 08, Bermuda
+1 (441) 295-6935

Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this Proxy Statement/Prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q: Who can help answer my questions?

A: If you have questions about the proposals or if you need additional copies of this proxy statement/​prospectus or the enclosed proxy card, you should contact Frontline’s secretary at the address listed below:

Frontline Ltd.
Attn: James Ayers, secretary
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton, HM 08, Bermuda
+1 (441) 295-6935

To obtain timely delivery, Frontline’s shareholders must request the materials no later than five business days prior to the Special General Meeting.

You may also obtain additional information about Frontline from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

RISK FACTORS

Any investment in our securities involves a high degree of risk, including the risks described below. The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition and results of operations could suffer. As a result, the trading price of our shares could decline, perhaps significantly, and you could lose all or part of your investment. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See the section entitled “Forward-Looking Statements.”

Risk Factor Summary

We are engaged in the seaborne transportation of crude oil and oil products. Some of the risks summarized below and discussed in greater detail in the following pages relate principally to the industry in which we operate, shipping generally, and to our business. Other risks relate principally to the ownership of our securities. The occurrence of any of the events described in this section could significantly and negatively affect our business, financial condition, operating results and ability to pay dividends on our shares, or the trading price of our shares.

Risks Relating to the Change in Our Place of Incorporation

Currently, your rights as a shareholder of Frontline arise under Bermuda law as well as our existing Bermuda Current Constitution and Amended and Restated Bye-Laws. Upon effectiveness of the Redomiciliation, your rights as a shareholder of Frontline will arise under Cyprus law and the new Frontline Cyprus Amended and Restated Charter and we will be required to adopt new constitutional documents in the form of the Frontline Cyprus Amended and Restated Charter in accordance with Cyprus law.

Upon effectiveness of the Redomiciliation, the rights of shareholders of Frontline (Bermuda) will arise under Cyprus law and the Frontline Cyprus Amended and Restated Charter. The Frontline Cyprus Amended and Restated Charter, as approved at the Special General Meeting, will be effective from the date the Temporary Redomiciliation Certificate is issued by the Cyprus Companies' Registry. The Company’s Current Constitution and Amended and Restated Bye-Laws, as amended by the Discontinuation Amendment, as approved at the Special General Meeting, will be abolished by operation of law on the date the Temporary Certificate of Redomiciliation is issued and replaced in their entirety with the Frontline Cyprus Amended and Restated Charter.  The Frontline Cyprus Amended and Restated Charter and Cyprus law contain provisions that differ in some respects from those in our current constitutional documents and Bermuda law. In view of the differences between Cyprus law and Bermuda law, some of your rights as a shareholder of Frontline (Cyprus) could differ materially from the rights you currently possess as a shareholder of Frontline (Bermuda). The Frontline Cyprus Amended and Restated Charter will be substantially the same as our Current Constitution, subject to changes to conform to the Cyprus Companies Law (noting that the Frontline Cyprus Amended and Restated Charter will contain certain additional interim governance provisions pursuant to the Combination Agreement). See “Bermuda and Cyprus Corporate Law" where we describe material provisions under the law of Bermuda and the law of Cyprus relating to your rights as a shareholder. The form of Frontline Cyprus Amended and Restated Charter of Frontline (Cyprus) is filed as Annex B to the registration statement of which this Proxy Statement/Prospectus is a part.

After the Redomiciliation, Frontline (Cyprus) will be partly subject to the mandatory take-over provisions as set out in the Norwegian Securities Trading Act chapter 6, and partly to the provisions set out in the Public Takeover Bids for the Acquisition of Securities of Companies and Related Matters Law (Law 41(I)/2007) as amended by law 47(I)/2009 and 7(Ι)/2015 of Cyprus.

The threshold at which the mandatory bid obligations are triggered, including possible exemptions from the obligation to present a bid (including possible exemptions for subsequent sale of shares), is subject to Cyprus law, pursuant to which a mandatory takeover bid is required where a person indirectly or directly acquires (together with persons acting in concert with the aforementioned person) a percentage of 30% or more of the existing voting rights in the Company.

Reaching this threshold, the shareholder shall make an unconditional general offer for the purchase of the remaining shares in Frontline (Cyprus). The obligation to make an unconditional offer also applies where a shareholder, directly or indirectly, already holds 30% or more but less than 50%, of the voting rights in Frontline (Cyprus) (i.e. that the shareholder held such amount of shares prior to listing or have inherited such shares) and such shareholder intends to increase the said percentage.

    If the shareholder holds more than 50% of the voting rights, the Cyprus authorities might, subject to application from the relevant shareholder, exempt such shareholder from the bidding obligation, if the proposed acquisition does not affect the rights of the minority shareholders of Frontline (Cyprus).

The takeover supervisory authority with respect to the threshold is the Cyprus Securities and Exchange Commission.

Questions concerning consolidation of shareholdings in relation to the threshold at which the mandatory bid obligation is triggered are subject to Cyprus law. The bidding process, including questions concerning the compensation offered in connection with the bid, in particular the bid price, the bid procedure, information on the bidder’s decision to present a bid, the content of the offer document and the publication of the bid, is subject to Norwegian law, i.e. the Norwegian Securities Trading Act. The takeover supervisory authority with respect to these issues is Oslo Børs, and the offer is subject to approval by Oslo Børs before submission to the shareholders. Where an agreement on acquisition of shares triggers the bid obligation, the shareholder shall without delay notify the takeover supervisory authority and Frontline (Cyprus) accordingly. The notification shall state whether a bid will be made to buy the remaining shares in Frontline (Cyprus). The takeover supervisory authority shall make the notification available to the public.

The bid shall be made without undue delay and at the latest four weeks after the mandatory bid obligation was triggered, and shall encompass all the remaining shares of Frontline (Cyprus). The bid price must be at least as high as the highest price paid or agreed to be paid by the offeror in the six-month period prior to the date the above threshold was exceeded, but equal to the market price if the market price was clearly higher when the threshold was exceeded. In the event that the acquirer thereafter, but prior to the expiration of the bid period acquires, or agrees to acquire, additional shares at a higher price, the acquirer is obliged to restate its bid at that higher price. The bid shall state a time limit for shareholders to accept the bid, not to be shorter than four weeks or longer than six weeks.

The offeror is required to make an offer document complying with Norwegian law, and such document requires approval by the takeover supervisory authority (Oslo Børs) before the bid is made public.

In the mandatory bid, all shares of Frontline (Cyprus) must be treated equally. The mandatory bid must be made in cash or contain a cash alternative at least equal in value to any non-cash offer.

The Redomiciliation may result in adverse tax consequences for you.

The Redomiciliation will be treated as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code, in which the holders of Frontline ordinary shares will be deemed to exchange their shares for equivalent shares of a Cyprus corporation. U.S. holders will not recognize taxable gain or loss as a result of the Redomiciliation for U.S. federal income tax purposes. U.S. holders should consult their own tax advisors regarding the Redomiciliation, including with respect to the taxability of dividends received by shareholders from a Cyprus company.

Risks Relating to the Tender Offer or the Merger

There is no assurance when or if the Tender Offer or the Merger will be completed.

Completion of the Tender Offer is subject to customary closing conditions, including, among others specified in the Combination Agreement, (i) the Redomiciliation having occurred, (ii) the approval of the listing of the Consideration Shares on Euronext Brussels, NYSE and OSE subject to completion of the Tender Offer, (iii) the receipt of required regulatory approvals (noting that on October 11, 2022, the Company received the notification of non-objection to the completion of the economic concentration between Frontline and Euronav from the General Authority for Competition of Saudi Arabia), (iv) Frontline owning post Tender Offer at least 50% +1 of all the outstanding shares in Euronav (excluding treasury shares unable to be tendered) and (v) the absence of any material adverse change as set forth under the Combination Agreement.

The completion of the Merger is subject to the satisfaction or waiver of a number of conditions as set forth in the Combination Agreement, including, among others, the completion of the Redomiciliation. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the Merger. Each party’s obligation to complete the Merger is also subject to the accuracy of the representations and warranties of the other party (subject to certain qualifications and exceptions) and the performance in all material respects of the other party’s covenants under the Combination Agreement.

As a result of these conditions, in addition to complexities related to the exchange process and settlement, there is no assurance that the Tender Offer or the Merger will be completed on the terms or timeline currently contemplated, or at all.

Failure to complete the Tender Offer or Merger would prevent Frontline and Euronav from realizing the anticipated benefits of the Tender Offer or Merger, respectively. Each company would also remain liable for significant transaction costs, including legal, accounting and financial advisory fees. Any delay in completing the Tender Offer or Merger may significantly reduce the benefits that Frontline and Euronav expect to achieve if they successfully complete the Tender Offer and/or Merger within the expected timeframe and integrate their respective businesses.

The Combined Group may not realize all of the anticipated benefits of the Tender Offer and Merger.

Frontline believes that the Tender Offer and Merger will provide benefits to the Combined Group, including, but not limited to, creating a leading independent large crude tanker operator with an anticipated market capitalization of more than $4 billion, based on market values of Frontline and Euronav as of July 8, 2022 (as adjusted for the shares in Euronav currently held by Frontline); shaping a new era of sustainable shipping with best-in-class decarbonisation targets through leveraging the companies’ extensive and complementary platforms and capabilities; and enhancing performance through incremental synergies. However, there is a risk that some or all of the expected benefits of the Tender Offer and Merger may fail to materialize, or may not occur within the time periods anticipated. The realization of such benefits may be affected by a number of factors, many of which are beyond the control of Frontline, including but not limited to the strength or weakness of the economy and competitive factors in the areas where Frontline and Euronav do business, the effects of competition in the markets in which Frontline and Euronav operate, and the impact of changes in the laws and regulations regulating the seaborne transportation or refined petroleum products industries or affecting domestic or foreign operations. The challenge of coordinating previously separate businesses makes evaluating the business and future financial prospects of the Combined Group following the Tender Offer and Merger difficult. Frontline and Euronav have operated and, until completion of the Tender Offer and Merger, will continue to operate, independently. The success of the Tender Offer and Merger, including anticipated benefits and cost savings, will depend, in part, on the ability to successfully integrate the operations of both companies in a manner that results in various benefits, including, among other things, an expanded market reach and operating efficiencies, and that does not materially disrupt existing relationships nor result in decreased revenues or dividends. The past financial performance of each of Frontline and Euronav may not be indicative of their future financial performance. Realization of the anticipated benefits in the Tender Offer and Merger will depend, in part, on the Combined Group’s ability to successfully integrate Frontline and Euronav businesses. The Combined Group will be required to devote significant management attention and resources to integrating its business practices and support functions. The diversion of management’s attention and any delays or difficulties encountered in connection with the Tender Offer and Merger and the coordination of the two companies’ operations could have an adverse effect on the business, financial results, financial condition or the share price of the Combined Group following the Tender Offer and Merger. The coordination process may also result in additional and unforeseen expenses.

Failure to realize all of the anticipated benefits of the Tender Offer and Merger may impact the financial performance of the Combined Group, the price of Frontline’s ordinary shares and the ability of Frontline to pay dividends, if any, on its ordinary shares. The declaration of dividends by Frontline, if any, will be at the discretion of its Board of Directors in accordance with Frontline’s dividend policy.

Certain tax risks relating to the Tender Offer and the Merger

Frontline and Euronav intend for the Merger to qualify as a tax-free reorganization for U.S. federal income tax purposes. Neither Frontline nor Euronav has sought, and neither will seek, any ruling from the Internal Revenue Service regarding the Merger. As a condition to closing, Seward & Kissel LLP will deliver an opinion to the effect that the Merger will constitute a tax-free reorganization for U.S. federal income tax purposes. There can be no assurance that the Internal Revenue Service will not assert, or that a court would not sustain, a position that the Merger fails to qualify as a tax-free reorganization for U.S. federal income tax purposes. If the Merger were to fail to qualify as a tax-free reorganization for U.S. federal income tax purposes, shareholders of Euronav could be subject to tax on gains, if any, realized upon the exchange of Euronav ordinary shares for Frontline ordinary shares. Conversely, if consistent with the intention of Frontline and Euronav, the Merger qualifies as a tax-free reorganization, shareholders of Euronav will not be permitted to recognize a loss, if any, realized upon the exchange of Euronav ordinary shares for Frontline ordinary shares.

In addition, failure to complete the Merger may result in adverse tax consequences to Euronav shareholders that tendered shares pursuant to the Tender Offer. In the event of a failure to complete the Merger, Euronav shareholders that are U.S. persons will be required to recognized gain or loss to the extent of the difference between (x) the value of the Frontline shares received pursuant to the Tender Offer at the time of the exchange and (y) the U.S. persons’ adjusted U.S. federal income tax bases in their Euronav shares. Euronav shareholders should consult their own tax advisors in relation to the Tender Offer and the Merger.

Risks Related to Our Industry

If the tanker industry, which historically has been cyclical and volatile, declines in the future, our revenues, earnings and available cash flow may be adversely affected.

Historically, the tanker industry has been highly cyclical, with volatility in profitability, charter rates and asset values resulting from changes in the supply of, and demand for, tanker capacity and changes in the supply of and demand for oil and oil products. These factors may adversely affect the rates payable and the amounts we receive in respect of our vessels. Our ability to re-charter our vessels on the expiration or termination of their current spot and time charters and the charter rates payable under any renewal or replacement charters will depend upon, among other things, economic conditions in the tanker market and we cannot guarantee that any renewal or Amended and Restated Charters we enter into will be sufficient to allow us to operate our vessels profitably. Our revenues are affected by our strategy to employ some of our vessels on time charters, which have a fixed income for a pre-set period of time as opposed to trading ships in the spot market where their earnings are heavily impacted by the supply and demand balance. If we are not able to obtain new contracts in direct continuation with existing charters or for newly acquired vessels, or if new contracts are entered into at charter rates substantially below the existing charter rates or on terms otherwise less favorable compared to existing contracts terms, our revenues and profitability could be adversely affected.

The factors that may influence demand for tanker capacity include:

The factors that influence the supply of tanker capacity include:

In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance costs, insurance coverage costs, and the efficiency and age profile of the existing tanker fleet. The factors affecting the supply and demand for tankers have been volatile and are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable, including those discussed above. Market conditions were volatile in 2021 and continued volatility may reduce demand for transportation of oil over longer distances and increase the supply of tankers to carry that oil, which may have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends and existing contractual obligations.

Any decrease in shipments of crude oil may adversely affect our financial performance.

The demand for our oil tankers derives primarily from demand for Arabian Gulf, West African, North Sea, Caribbean, Russian and US Shale crude oil, which, in turn, primarily depends on the economies of the world’s industrial countries and competition from alternative energy sources. Any decrease in shipments of crude oil or change in trade patterns from the above-mentioned geographical areas would have a material adverse effect on our financial performance. Among the factors which could lead to such a decrease are:

In addition, volatile economic conditions affecting world economies may result in reduced consumption of oil products and a decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our earnings and our ability to pay dividends.

An over-supply of tanker capacity may lead to reductions in charter rates, vessel values and profitability.

In recent years, shipyards have produced a large number of new tankers. If the capacity of new vessels delivered exceeds the capacity of tankers being scrapped and converted to non-trading tankers, tanker capacity will increase. If the supply of tanker capacity increases and the demand for tanker capacity does not increase correspondingly, charter rates could materially decline. A reduction in charter rates and the value of our vessels may have a material adverse effect on our results of operations, our ability to pay dividends and our compliance with current or future covenants in any of our agreements.

A shift in consumer demand from oil towards other energy sources or changes to trade patterns for crude oil or refined oil products may have a material adverse effect on our business.

A significant portion of our earnings are related to the oil industry. A shift in or disruption of consumer demand from oil towards other energy sources such as electricity, natural gas, liquified natural gas, hydrogen or ammonia will potentially affect the demand for our vessels. A shift from the use of internal combustion engine vehicles may also reduce the demand for oil. These factors could have a material adverse effect on our future performance, results of operations, cash flows and financial position

“Peak oil” is the year when the maximum rate of extraction of oil is reached. Recent forecasts of “peak oil” range from 2019 to the 2040s, depending on economics and how governments respond to global warming. Irrespective of “peak oil”, the continuing shift in consumer demand from oil towards other energy resources such as wind energy, solar energy, hydrogen energy or nuclear energy, which shift appears to be accelerating as a result of the COVID-19 situation, as well shift in government commitments and support for energy transition programs, may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Seaborne trading and distribution patterns are primarily influenced by the relative advantage of the various sources of production, locations of consumption, pricing differentials and seasonality. Changes to the trade patterns of crude oil or refined oil products may have a significant negative or positive impact on the ton-mile and therefore the demand for our tankers. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Technological innovation and quality and efficiency requirements from our customers could reduce our charterhire income and the value of our vessels.

Our customers, in particular those in the oil industry, have a high and increasing focus on quality and compliance standards with their suppliers across the entire supply chain, including the shipping and transportation segment. Our continued compliance with these standards and quality requirements is vital for our operations. The charterhire rates and the value and operational life of a vessel are determined by a number of factors including the vessel’s efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize related docking facilities and pass through canals and straits. The length of a vessel’s physical life is related to its original design and construction, its maintenance and the impact of the stress of operations. If new tankers are built that are more efficient or more flexible or have longer physical lives than our vessels or utilize more environmentally sustainable propulsion technologies, competition from these more technologically advanced vessels could adversely affect the amount of charterhire payments we receive for our vessels and the resale value of our vessels could significantly decrease. Similarly, technologically advanced vessels may be needed to comply with future environmental laws, the investment in which along with the foregoing could have a material adverse effect on our results of operations, charterhire payments and resale value of vessels. This could have an adverse effect on our results of operations, cash flows, financial condition and ability to pay dividends.

We rely on our and our ship managers’ information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations, including on our vessels. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

We rely on our computer systems and network infrastructure across our operations, including on our vessels. The safety and security of our vessels and efficient operation of our business, including processing, transmitting and storing electronic and financial information, are dependent on computer hardware and software systems, which are increasingly vulnerable to security breaches and other disruptions. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business and results of operations.

Our vessels rely on information systems for a significant part of their operations, including navigation, provision of services, propulsion, machinery management, power control, communications and cargo management. We have in place safety and security measures on our vessels and onshore operations to secure our vessels against cyber-security attacks and any disruption to their information systems. However, these measures and technology may not adequately prevent security breaches despite our continuous efforts to upgrade and address the latest known threats. A disruption to the information system of any of our vessels could lead to, among other things, wrong routing, collision, grounding and propulsion failure.

Beyond our vessels, we rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems. However, these measures and technology may not adequately prevent security breaches. The technology and other controls and processes designed to secure our confidential and proprietary information, detect and remedy any unauthorized access to that information were designed to obtain reasonable, but not absolute, assurance that such information is secure and that any unauthorized access is identified and addressed appropriately. Such controls may in the future fail to prevent or detect, unauthorized access to our confidential and proprietary information. In addition, the foregoing events could result in violations of applicable privacy and other laws. If confidential information is inappropriately accessed and used by a third party or an employee for illegal purposes, we may be responsible to the affected individuals for any losses they may have incurred as a result of misappropriation. In such an instance, we may also be subject to regulatory action, investigation or liable to a governmental authority for fines or penalties associated with a lapse in the integrity and security of our information systems. Furthermore, from May 25, 2018, data breaches on personal data, as defined in the General Data Protection Regulation 2016/679 (EU), could lead to administrative fines up to €20 million or up to 4% of the total worldwide annual turnover of the company, whichever is higher.

Our operations, including our vessels, and business administration could be targeted by individuals or groups seeking to sabotage or disrupt such systems and networks, or to steal data, and these systems may be damaged, shutdown or cease to function properly (whether by planned upgrades, force majeure, telecommunications failures, hardware or software break-ins or viruses, other cyber-security incidents or otherwise). For example, the information systems of our vessels may be subject to threats from hostile cyber or physical attacks, phishing attacks, human errors of omission or commission, structural failures of resources we control, including hardware and software, and accidents and other failures beyond our control. The threats to our information systems are constantly evolving, and have become increasingly complex and sophisticated. Furthermore, such threats change frequently and are often not recognized or detected until after they have been launched, and therefore, we may be unable to anticipate these threats and may not become aware in a timely manner of such a security breach, which could exacerbate any damage we experience.

We may be required to expend significant capital and other resources to protect against and remedy any potential or existing security breaches and their consequences. A cyber-attack could result in significant expenses to investigate and repair security breaches or system damages and could lead to litigation, fines, other remedial action, heightened regulatory scrutiny and diminished customer confidence. In addition, our remediation efforts may not be successful and we may not have adequate insurance to cover these losses.

The unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Moreover, cyber-attacks against the Ukrainian government and other countries in the region have been reported in connection with the recent conflicts between Russia and Ukraine. To the extent such attacks have collateral effects on global critical infrastructure or financial institutions, such developments could adversely affect our business, operating results and financial condition. At this time, it is difficult to assess the likelihood of such threat and any potential impact at this time.

Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks.

Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments. The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. Companies which do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage, costs related to litigation, and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.

We may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us, especially given the highly focused and specific trade of crude oil transportation in which we are engaged. Such ESG corporate transformation calls for an increased resource allocation to serve the necessary changes in that sector, increasing costs and capital expenditure. If we do not meet these standards, our business and/or our ability to access capital could be harmed.

Additionally, certain investors and lenders may exclude oil transport companies, such as us, from their investing portfolios altogether due to ESG factors. These limitations in both the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing the equity and debt capital markets. If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness. Further, it is likely that we will incur additional costs and require additional resources to monitor, report and comply with wide ranging ESG requirements. The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition.

Risks Related to Shipping Generally

Risks involved with operating ocean-going vessels could result in the loss of life or harm to our seafarers, environmental accidents or affect our business and reputation, which could have a material adverse effect on our results of operations and financial condition.

The operation of an ocean-going vessel carries inherent risks. These risks include the possibility of:

Any of these circumstances or events could increase our costs or lower our revenues. The involvement of our vessels in an accident or oil spill or other environmental disaster may harm our reputation as a safe and reliable tanker operator. In June 2019 an explosion occurred on the Front Altair shortly after the vessel had passed through the Strait of Hormuz in the Persian Gulf. The 23 crew members onboard the Front Altair were unharmed after being rescued by a cargo vessel. The Company deployed emergency responders in a timely manner, who extinguished the fire on the vessel within hours of the incident and took precautions to limit any pollution. The vessel remained afloat and was successfully towed for repairs which were completed in November 2019. We procure insurance for our fleet against those risks that we believe the shipping industry commonly insures, which include hull and machinery insurance, protection and indemnity insurance covering environmental damage and pollution insurance, freight, demurrage and defense insurance which provides coverage to shipowners and operators for legal and other costs incurred in relation to disputes that are uninsured and war risk insurance. The total cost of repairs and related services to the Company in the year ended December 31, 2019 in connection with the Front Altair incident was $2.3 million, excluding amounts paid directly by our insurers, all of which has been recovered under our insurance policies. In addition the Company has recovered $3.7 million under its loss of hire insurance. This incident did not have a material impact on the Company’s results of operations or cash flows.

If economic conditions throughout the world deteriorate or become more volatile, it could impede our operations.

There has historically been a strong link between the development of the world economy and demand for energy, including oil and gas. An extended period of deterioration in the outlook for the world economy could reduce the overall demand for oil and gas and for our services. While market conditions have improved, continued adverse and developing economic and governmental factors, together with the concurrent volatility in charter rates and vessel values, may have a material adverse effect on our results of operations, financial condition and cash flows, and could cause the price of our ordinary shares to decline.

Our ability to secure funding is dependent on well-functioning capital markets and on an appetite to provide funding to the shipping industry. At present, capital markets are well-functioning and funding is available for the shipping industry. However, if global economic conditions worsen or lenders for any reason decide not to provide debt financing to us, we may not be able to secure additional financing to the extent required, on acceptable terms or at all. If additional financing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due, or we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise. Relatedly, certain banks have reduced or ceased lending for oil cargoes, which could have an adverse economic impact on our customers.

If there is an economic slowdown in the Asia Pacific region, especially in China, it may have a negative effect on us of the recent slowdown in the rest of the world. In recent history, China has had one of the world’s fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand. The growth rate of China’s GDP for the year ended December 31, 2021, however, was approximately 8.1%, up from the growth rate of 2.3% for the year ended December 31, 2020. Following the emergence of the COVID-19, China experienced reduced industrial activity with temporary closures of factories and other facilities, labor shortages and restrictions on travel. As such, China and other countries in the Asia Pacific region may experience slowed or even negative economic growth in the future. Our financial condition and results of operations, as well as our future prospects, would likely be impeded by an economic downturn in any of these countries.

In addition, President Xi Jinping committed his country to achieving carbon neutrality by 2060 at the UN General Assembly despite that carbon emissions are currently a prominent part of China’s economic and industrial structure as it relies heavily on nonrenewable energy sources, generally lacks energy efficiency, and has a rapidly growing energy demand. Depending on how China attempts to achieve carbon neutrality by 2060, including through the reduction in the use of oil, an overall increase in the use of nonrenewable energy as part of the energy consumption mix and through other means, any reduction in the demand for oil and oil products and our tanker vessels could have a material adverse effect on our business, cash flows and results of operations.

Further, governments may turn to trade barriers to protect their domestic industries against foreign imports, thereby depressing shipping demand. In particular, leaders in the United States have indicated that the United States may seek to implement more protective trade measures. The results of the 2020 presidential election in the United States have created significant uncertainty about the future relationship between the United States, China and other exporting countries, including with respect to trade policies, treaties, government regulations and tariffs. For example, in March 2018, former President Trump announced tariffs on imported steel and aluminum into the United States that could have a negative impact on international trade generally and in January 2019, the United States announced sanctions against Venezuela, which may have an effect on its oil output and in turn affect global oil supply. However, it is not yet clear how the United States administration under President Biden may deviate from the former administration’s protectionist foreign trade policies. Protectionist developments, or the perception that they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade. Moreover, increasing trade protectionism may cause an increase in (a) the cost of goods exported from regions globally, (b) the length of time required to transport goods and (c) the risks associated with exporting goods. Such increases may significantly affect the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on the shipping industry, and therefore, our charterers and their business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us. This could have a material adverse effect on our business, results of operations, financial condition and our ability to pay any cash distributions to our shareholders.

We face risks attendant to changes in economic environments, changes in interest rates and instability in the banking and securities markets around the world, among other factors. We cannot predict how long the current market conditions will last. These recent and developing economic and governmental factors may have a material adverse effect on our results of operations and financial condition and may cause the price of our ordinary shares to decline.

Prospective investors should consider the potential impact, uncertainty and risk associated with the development in the wider global economy. Further economic downturn in any of these countries could have a material effect on our future performance, results of operations, cash flows and financial position.

Political instability, terrorist or other attacks, war, international hostilities and public health threats can affect the tanker industry, which may adversely affect our business.

We conduct most of our operations outside of the United States, and our business, results of operations, cash flows, financial condition and available cash may be adversely affected by changing economic, political and government conditions in the countries and regions where our vessels are employed or registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political conflicts.

Currently, the world economy faces a number of challenges, including trade tensions between the United States and China, stabilizing growth in China, geopolitical events, such as Brexit, continuing threat of terrorist attacks around the world, continuing instability and conflicts and other recent occurrences in the Middle East, Ukraine, and in other geographic areas and countries, as well as the public health concerns stemming from the ongoing COVID-19 outbreak.

In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region and most recently in the Black Sea in connection with the recent conflicts between Russian and Ukraine. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea and the Gulf of Aden off the coast of Somalia. Any of these occurrences could have a material adverse impact on our future performance, results of operation, cash flows and financial position.

Beginning in February of 2022, President Biden and several European leaders announced various economic sanctions against Russia in connection with the aforementioned conflicts in the Ukraine region, which may adversely impact our business. On March 8, 2022, President Biden issued an executive order prohibiting the import of certain Russian energy products into the United States, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal. Additionally, a recent executive order prohibits all new investments in Russia by U.S. persons. Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures. Any violations of sanctions by our charter parties, any extension or worsening of the conflict in these regions, as well as any significant sanctions resulting from the conflicts that affect, among other things, the performance of our charter party agreements specifically or the tanker industry more generally, may have a material adverse impact on our future performance, results of operations, cash flows and financial position.

In addition, public health threats, such as COVID-19, influenza and other highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world in which we operate, including China, Japan and South Korea, which may even become pandemics, such as the COVID-19 virus, could lead to a significant decrease of demand for the transportation of crude oil. Such events may also adversely impact our operations, including timely rotation of our crews, the timing of completion of any outstanding or future newbuilding projects or repair works in drydock, as well as the operations of our customers. Delayed rotation of crew may adversely affect the mental and physical health of our crew and the safe operation of our vessels as a consequence.

Our financial results and operations have been and may continue to be adversely affected by the ongoing outbreak of COVID-19, and related governmental responses thereto.

In response to the outbreak of COVID-19 in late 2019, governments and governmental agencies around the world took numerous actions, including travel bans, quarantines, and other emergency public health measures, and a number of countries implemented lockdown measures which resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets. By 2021, however. many of these measures were relaxed. Nonetheless, we cannot predict whether and to what degree emergency public health and other measures will be reinstituted in the event of any resurgence in the COVID-19 virus or any variants or subvariants thereof. If the COVID-19 pandemic continues on a prolonged basis or becomes more severe, the adverse impact on the global economy and the rate environment for tankers and other cargo vessels may deteriorate further and our operations and cash flows may be negatively impacted. Relatively weak global economic conditions during periods of volatility have and may continue to have a number of adverse consequences for tankers and other shipping sectors, including, among other things:

The COVID-19 pandemic and measures to contain its spread have negatively impacted regional and global economies and trade patterns in markets in which we operate, the way we operate our business, and the businesses of our charterers and suppliers. These negative impacts could continue or worsen, even after the pandemic diminishes or ends. Companies, including us, have also taken precautions, such as requiring employees to work remotely and imposing travel restrictions, while some other businesses have been required to close entirely. Moreover, we face significant risks to our personnel and operations due to the COVID-19 pandemic. Our crews face risk of exposure to COVID-19 as a result of travel to ports in which cases of COVID-19 have been reported. Our shore-based personnel likewise face risk of such exposure, as we maintain offices in areas that have been impacted by the spread of COVID-19.

Measures against COVID-19 in a number of countries have restricted crew rotations on our vessels, which may continue or become more severe. As a result, in 2021, we experienced and may continue to experience disruptions to our normal vessel operations caused by increased deviation time associated with positioning our vessels to countries in which we can undertake a crew rotation in compliance with such measures. Delays in crew rotations have led to issues with crew fatigue and may continue to do so, which may result in delays or other operational issues. We have had and expect to continue to have increased expenses due to incremental fuel consumption and days in which our vessels are unable to earn revenue in order to deviate to certain ports on which we would ordinarily not call during a typical voyage. We may also incur additional expenses associated with testing, personal protective equipment, quarantines, and travel expenses such as airfare costs in order to perform crew rotations in the current environment. In 2021, delays in crew rotations have also caused us to incur additional costs related to crew bonuses paid to retain the existing crew members on board and may continue to do so. We estimate that the Company incurred additional crew and other related expenses of $5.5 million in 2021 as a result of the COVID-19 pandemic (2020: $3.2 million).

The COVID-19 pandemic and measures in place against the spread of the virus have led to a highly difficult environment in which to dispose of vessels given difficulty to physically inspect vessels. The impact of COVID-19 has also resulted in reduced industrial activity globally, and more specifically in China, with temporary closures of factories and other facilities, labor shortages and restrictions on travel. We believe these disruptions along with other seasonal and market factors, including lower demand for some of the cargoes we carry, have contributed to lower tanker rates in 2021. See Item 5 of our 2021 Annual Report for further details of the impact of reduced rates on the Company.

Epidemics may also affect personnel operating payment systems through which we receive revenues from the chartering of our vessels or pay for our expenses, resulting in delays in payments. We continue to focus on our employees’ well-being, whilst making sure that their operations continue undisrupted and at the same time, adapting to the new ways of operating. As such employees are encouraged or in certain cases required to operate remotely which significantly increases the risk of cyber security attacks.

The occurrence or continued occurrence of any of the foregoing events or other epidemics or an increase in the severity or duration of the COVID-19 or other epidemics could have a material adverse effect on our business, results of operations, cash flows, financial condition, value of our vessels, and ability to pay dividends.

If our vessels may call at ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government, the European Union, the United Nations or other governmental authorities, it could lead to monetary fines or penalties and adversely affect our reputation and the market for our ordinary shares.

None of our vessels called on ports located in countries or territories that are the subject of country-wide or territory-wide sanctions or embargoes imposed by the U.S. government or other applicable governmental authorities (“Sanctioned Jurisdictions”) in 2021 and through the date of this Proxy Statement/Prospectus in violation of applicable sanctions or embargo laws. While we intend to maintain compliance with all applicable sanctions and embargo laws during 2022 and thereafter, and we endeavor to take precautions reasonably designed to mitigate such risks, it is possible that, in the future, our vessels may call on ports located in Sanctioned Jurisdictions on charterers’ instructions and/or without our consent. If such activities result in a violation of sanctions or embargo laws, we could be subject to monetary fines, penalties, or other sanctions, and our reputation and the market for our ordinary shares could be adversely affected.

The applicable sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or expanded over time. Current or future counterparties of ours may be affiliated with persons or entities that are or may be in the future the subject of sanctions imposed by the United States, EU and/or other international bodies. If we determine that such sanctions require us to terminate existing or future contracts to which we, or our subsidiaries, are party or if we are found to be in violation of such applicable sanctions, our results of operations may be adversely affected or we may suffer reputational harm.

Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations in 2021 and through the date of this Proxy Statement/Prospectus, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries or territories identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our common stock may adversely affect the price at which our common stock trades. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. Investor perception of the value of our common stock may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in countries or territories that we operate in.

Compliance with safety and other vessel requirements imposed by classification societies may be costly and could reduce our net cash flows and net income.

The hull and machinery of every commercial vessel must be certified as being “in class” by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention. All of our vessels are certified as being “in class” by all the applicable Classification Societies (e.g., American Bureau of Shipping, Lloyd’s Register of Shipping or DNV GL).

A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel’s machinery may be placed on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. We expect our vessels to be on special survey cycles for hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be drydocked every two and a half to five years for inspection of its underwater parts.

Compliance with the above requirements may result in significant expense. If any vessel does not maintain its class or fails any annual, intermediate or special survey, the vessel will be unable to trade between ports and will be unemployable and uninsurable, which could cause us to be in violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

We are subject to complex laws and regulations, including environmental laws and regulations that can increase our liability and adversely affect our business, results of operations and financial condition.

Our operations will be subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels. Compliance with such laws and regulations, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. Compliance with such laws and regulations may require us to obtain certain permits or authorizations prior to commencing operations. Failure to obtain such permits or authorizations could materially impact our business results of operations, financial conditions and ability to pay dividends by delaying or limiting our ability to accept charterers. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions including greenhouse gases, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents.

A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations. Environmental requirements can also affect the resale value or useful lives of our vessels, could require a reduction in cargo capacity, ship modifications or operational changes or restrictions, could lead to decreased availability of insurance coverage for environmental matters or could result in the denial of access to certain jurisdictional waters or ports or detention in certain ports. Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including clean-up obligations and natural resource damages liability, in the event that there is a release of hazardous materials from our vessels or otherwise in connection with our operations. Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability, without regard to whether we were negligent or at fault. We could also become subject to personal injury or property damage claims relating to the release of hazardous substances associated with our existing or historic operations. Violations of, or liabilities under, environmental requirements can result in substantial penalties, fines and other sanctions, including, in certain instances, seizure or detention of our vessels, and could harm our reputation with current or potential charterers of our tankers. We will be required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although we have insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, many environmental requirements are designed to reduce the risk of pollution, such as from oil spills, and our compliance with these requirements could be costly. To comply with these and other regulations, including: (i) the sulfur emission requirements of Annex VI of the International Convention for the Prevention of Marine Pollution from Ships, or “MARPOL”, which instituted a global 0.5% (lowered from 3.5% as of January 1, 2020) sulfur cap on marine fuel consumed by a vessel, unless the vessel is equipped with a scrubber, and (ii) the International Convention for the Control and Management of Ships’ Ballast Water and Sediments of the International Maritime Organization, or IMO, which requires vessels to install expensive ballast water treatment systems, or BWTS, we may be required to incur additional costs to meet new maintenance and inspection requirements, develop contingency plans for potential spills, and obtain insurance coverage. The increased demand for low sulfur fuels may increase the costs of fuel for our vessels that do not have scrubbers. Additional conventions, laws and regulations may be adopted that could limit our ability to do business or increase the cost of doing business and which may materially and adversely affect our operations.

Effective January 1, 2020, the IMO, implemented a new regulation for a 0.50% global sulfur cap on marine fuels for vessels without scrubbers (the “IMO 2020 Regulations”). Under this new global cap, vessels are required to use marine fuels with a sulfur content of no more than 0.50% against the former regulations specifying a maximum of 3.50% sulfur in an effort to reduce the emission of sulfur oxide into the atmosphere.

We have incurred increased costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require, among others, the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition. Low sulfur fuel is more expensive than standard marine fuel containing 3.5% sulfur content and may become more expensive or difficult to obtain as a result of increased demand. If the cost differential between low sulfur fuel and high sulfur fuel is significantly higher than anticipated, or if low sulfur fuel is not available at ports on certain trading routes, it may not be feasible or competitive to operate our vessels on certain trading routes without installing scrubbers or without incurring deviation time to obtain compliant fuel. Scrubbers may not be available to be installed on such vessels at a favorable cost or at all if we seek them at a later date. Further, there is risk that if the fuel spread between high sulfur fuel oil and low sulfur fuel oil decreases, we may not be able to recover the investments we have made in our scrubbers with our expected timeframes or at all. As of September 30, 2022, 37 of the vessels owned by the Company are fitted with scrubbers, of which 17 vessels were delivered to the Company with scrubbers fitted, and three further scrubber installations are planned in 2022 and one further installation is planned for 2023. In addition, three newbuildings are to be fitted with scrubbers, of which one was delivered in October 2022. As of September 30, 2022, the Company has incurred $83.8 million since 2018 on the purchase and installation of scrubbers on 16 vessels, of which two were sold in 2021 and two were sold in 2022 and the leases on two vessels were terminated in 2022.

Furthermore, depending on the date of the International Oil Pollution Prevention, or IOPP, renewal survey, existing vessels constructed before September 8, 2017 must comply with the updated D-2 standard on or after September 8, 2019. For most vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Ships constructed on or after September 8, 2017 are to comply with the D-2 standards on or after September 8, 2017. As of September 30, 2022, the Company has incurred $20.8 million since 2018 to comply with these regulations.

Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit, or VGP program and the U.S. National Invasive Species Act, or NISA, are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act, or VIDA, which was signed into law on December 4, 2018, requires that the U.S. Environmental Protection Agency, or EPA, develop national standards of performance for approximately 30 discharges, similar to those found in the VGP within two years. On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA. By approximately 2022, the U.S. Coast Guard must develop corresponding implementation, compliance and enforcement regulations regarding ballast water. The new regulations could require the installation of new equipment, which may cause us to incur substantial costs.

We continue to evaluate different options in complying with IMO and other rules and regulations.

Please see “Environmental and Other Regulations in the Shipping Industry” for a discussion of the environmental and other regulations applicable to us.

If we fail to comply with international safety regulations, we may be subject to increased liability, which may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

The operation of our vessels is affected by the requirements set forth in the IMO’s International Safety Management Code, (the “ISM Code”). The ISM Code requires shipowners, ship managers and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. If we fail to comply with the ISM Code, we may be subject to increased liability, including the invalidation of existing insurance or a decrease of available insurance coverage for our affected vessels and such failure may result in a denial of access to, or detention in, certain ports. The U.S. Coast Guard and European Union authorities enforce compliance with the ISM and International Ship and Port Facility Security Code, or the ISPS Code, and prohibit non-compliant vessels from trading in U.S. and European Union ports. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position. Given that the IMO continues to review and introduce new regulations, it is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

Because such conventions, laws, and regulations are often revised, we cannot predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale prices or useful lives of our vessels. Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates, and financial assurances with respect to our operations.

Please see “Environmental and Other Regulations in the Shipping Industry” for a discussion of the environmental and other regulations applicable to us.

Maritime claimants could arrest or attach one or more of our vessels, which could interrupt our cash flow.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien-holder may enforce its lien by “arresting” or “attaching” a vessel through judicial or foreclosure proceedings. The arrest or attachment of one or more of our vessels could result in a significant loss of earnings for the related off-hire period.

In addition, in jurisdictions where the “sister ship” theory of liability applies, such as South Africa, a claimant may arrest the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. In countries with “sister ship” liability laws, claims might be asserted against us or any of our vessels for liabilities of other vessels that we own

Governments could requisition our vessels during a period of war or emergency resulting in a loss of earnings.

A government of a vessel’s registry could requisition for title or seize one or more of our vessels. Requisition for title occurs when a government takes control of a vessel and becomes the owner. A government could also requisition one or more of our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Risks Related to Our Business

We are dependent on the spot market and any decrease in spot market rates in the future may adversely affect our earnings and our ability to pay dividends.

As of October 25, 2022, 64 of the 66 vessels which are owned by us were employed in the spot market or on short-term or variable rate time charters, and we are therefore exposed to fluctuations in spot market charter rates.

Although the number of vessels in our fleet that participate in the spot market will vary from time to time, we anticipate that a significant portion of our fleet will participate in this market. As a result, our financial performance will be significantly affected by conditions in the tanker spot market and only our vessels that operate under fixed-rate time charters may, during the period such vessels operate under such time charters, provide a fixed source of revenue to us.

Historically, the tanker market has been volatile as a result of the many conditions and factors that can affect the price, supply and demand for tanker capacity. The spot market may fluctuate significantly based upon supply of and demand of vessels and cargoes. The successful operation of our vessels in the competitive spot market depends upon, among other things, obtaining profitable charters and minimizing, to the extent possible, time spent waiting for charters and time spent in ballast. The spot market is very volatile, and, in the past, there have been periods when spot rates have declined below the operating cost of vessels. If future spot market rates decline or stay at current depressed levels, then we may be unable to operate our vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or to pay dividends in the future. Furthermore, as charter rates in the spot market are fixed for a single voyage, which may last up to several weeks, during periods in which charter rates are rising, we will generally experience delays in realizing the benefits from such increases.

Our ability to renew the charters on our vessels on the expiration or termination of our current charters, or on vessels that we may acquire in the future, or the charter rates payable under any Amended and Restated Charters and vessel values will depend upon, among other things, economic conditions in the sectors in which our vessels operate at that time, changes in the supply and demand for vessel capacity and changes in the supply and demand for the seaborne transportation of energy resources.

A drop in spot market rates may provide an incentive for some charterers to default on their charters, and the failure of our counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business.

We have entered into various contracts, including charter parties with our customers, which subject us to counterparty risks. The ability of each of the counterparties to perform its obligations under a contract with us or contracts entered into on our behalf will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the shipping sector, the overall financial condition of the counterparty, charter rates received for tankers and the supply and demand for commodities. Should a counterparty fail to honor its obligations under any such contracts, we could sustain significant losses that could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends. As of October 25, 2022, two of our vessels which are owned by us are currently on time charters with a fixed rate element. The time charters have a remaining duration of approximately three years.

Often, when we enter into a time charter, the rates under that charter are fixed for the term of the charter. If the spot market rates or short-term time charter rates in the tanker industry become significantly lower than the time charter equivalent rates that some of our charterers are obligated to pay us under our existing charters, the charterers may have incentive to default under that charter or attempt to renegotiate the charter. If our charterers fail to pay their obligations, we would have to attempt to re-charter our vessels, which if re-chartered at lower rates, may affect our ability to operate our vessels profitably and may affect our ability to comply with current or future covenants contained in our loan agreements.

Changes in the price of fuel, or bunkers, may adversely affect our profits.

For vessels on voyage charters, fuel oil, or bunkers, is a significant, if not the largest, expense. Changes in the price of fuel may adversely affect our profitability to the extent we have vessels on voyage charters. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, such as those in the Ukraine region, supply and demand for oil and gas, actions by the Organization of Petroleum Exporting Countries, or OPEC, and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Any future increase in the cost of fuel may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail.

The operation of tankers involves certain unique operational risks.

The operation of tankers has unique operational risks associated with the transportation of oil. An oil spill may cause significant environmental damage, and a catastrophic spill could exceed the insurance coverage available. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and high volume of the oil transported in tankers.

Further, our vessels and their cargoes will be at risk of being damaged or lost because of events such as marine disasters, bad weather and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy and other circumstances or events. Changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. These hazards may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships and market disruptions, delay or rerouting.

If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and may be substantial. We may have to pay drydocking costs that our insurance does not cover at all or in full. The loss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may adversely affect our business and financial condition. In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our vessels may be forced to travel to a drydocking facility that is not conveniently located relative to our vessels’ positions. The loss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities may adversely affect our business and financial condition. Further, the total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs or loss which could negatively impact our business, financial condition, results of operations, cash flows and ability to pay dividends.

Because the market value of our vessels may fluctuate significantly, we may incur losses when we sell vessels which may adversely affect our earnings or could cause us to incur impairment charges.

The fair market value of vessels may increase and decrease depending on but not limited to the following factors:

During the period a vessel is subject to a charter, we might not be permitted to sell it to take advantage of increases in vessel values without the charterers’ agreement. If we sell a vessel at a time when ship prices have fallen, the sale may be at less than the vessel’s carrying amount on our financial statements, with the result that we could incur a loss and a reduction in earnings. In addition, if we determine at any time that a vessel’s future limited useful life and earnings require us to impair its value on our financial statements, that could result in a charge against our earnings and a reduction of our shareholders’ equity. It is possible that the market value of our vessels will decline in the future and could adversely affect our ability to comply with current or future financial covenants contained in our loan agreements or other financing arrangements. Any impairment charges incurred as a result of declines in charter rates and other market deterioration could negatively affect our business, financial condition, operating results or the trading price of our ordinary shares.

Conversely, if vessel values are elevated at a time when we wish to acquire additional vessels, the cost of acquisition may increase and this could adversely affect our business, results of operations, cash flow and financial condition.

We may be unable to successfully compete with other vessel operators for charters, which could adversely affect our results of operations and financial position.

The operation of tankers and transportation of crude and petroleum products is extremely competitive. Through our operating subsidiaries we compete with other vessel owners (including major oil companies as well as independent companies), and, to a lesser extent, owners of other size vessels. The tanker market is highly fragmented. It is possible that we could not obtain suitable employment for our vessels, which could adversely affect our results of operations and financial position.

Our fixed rate time charters may limit our ability to benefit from any improvement in charter rates, and at the same time, our revenues may be adversely affected if we do not successfully employ our vessels on the expiration of our charters.

As of October 25, 2022, two of our vessels which are owned by us are currently on time charters with a fixed rate element. The time charters have a remaining duration of approximately three years. While our fixed rate time charters generally provide more reliable revenues, they also limit the portion of our fleet available for spot market voyages during an upswing in the tanker industry cycle, when spot market voyages might be more profitable. By the same token, we cannot assure you that we will be able to successfully employ our vessels in the future or renew existing charters at rates sufficient to allow us to operate our business profitably or meet our obligations. A decline in charter or spot rates or a failure to successfully charter our vessels could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends.

Purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings.

Our long-term business strategy also includes growth through the acquisition of secondhand vessels. Even following a physical inspection of secondhand vessels prior to purchase, we do not have the same knowledge about their condition and cost of any required (or anticipated) repairs than we would have had if these vessels had been built for and operated exclusively by us. Accordingly, we may not discover defects or other problems with such vessels prior to purchase. Any hidden defects, when detected may be expensive to repair, and if not detected, may result in accidents or other incidents for which we may become liable to third parties. Also, when purchasing secondhand vessels, we typically do not receive the benefit of any builder warranties if the vessels we buy are older than one year.

In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. As of September 30, 2022, the average age of our fleet is approximately 5 years. As our fleet ages we will incur increased costs. Older vessels are typically less fuel efficient than more recently constructed vessels due to improvements in engine and hull technology. Governmental regulations, safety and other equipment standards related to the age of vessels may require expenditures for alterations or the addition of new equipment to some of our vessels and may restrict the type of activities in which these vessels may engage. We cannot assure you that, as our vessels age, market conditions will justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives. As a result, regulations and standards could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends.

Delays or defaults by the shipyards in the construction of our newbuildings could increase our expenses and diminish our net income and cash flows.

As of October 25, 2022, we had contracts for two newbuilding vessels. Vessel construction projects are generally subject to risks of delay that are inherent in any large construction project, which may be caused by numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, design or engineering changes and work stoppages and other labor disputes, adverse weather conditions or any other events of force majeure. Significant delays could adversely affect our financial position, results of operations and cash flows. Additionally, failure to complete a project on time may result in the delay of revenue from that vessel, and we will continue to incur costs and expenses related to delayed vessels, such as supervision expense and interest expense for the issued and outstanding debt.

We may be unable to locate suitable vessels for acquisition which would adversely affect our ability to expand our fleet.

Changing market and regulatory conditions may limit the availability of suitable vessels because of customer preferences or because vessels are not or will not be compliant with existing or future rules, regulations and conventions. Additional vessels of the age and quality we desire may not be available for purchase at prices we are prepared to pay or at delivery times acceptable to us, and we may not be able to dispose of vessels at reasonable prices, if at all. If we are unable to purchase and dispose of vessels at reasonable prices in response to changing market and regulatory conditions, our business may be adversely affected.

As we expand our fleet, we may not be able to recruit suitable employees and crew for our vessels which may limit our growth and cause our financial performance to suffer.

As we expand our fleet, we will need to recruit suitable crew, shoreside, administrative and management personnel. We may not be able to continue to hire suitable employees as we expand our fleet of vessels. If we are unable to recruit suitable employees and crews, we may not be able to provide our services to customers, our growth may be limited and our financial performance may suffer.

Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and cause disruption of our business.

International shipping is subject to security and customs inspection and related procedures in countries of origin, destination and trans-shipment points. Under the U.S. Maritime Transportation Security Act of 2002, the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities. These security procedures can result in delays in the loading, offloading or trans-shipment and the levying of customs duties, fines or other penalties against exporters or importers and, in some cases, carriers. Future changes to the existing security procedures may be implemented that could affect the tanker sector. These changes have the potential to impose additional financial and legal obligations on carriers and, in certain cases, to render the shipment of certain types of goods uneconomical or impractical. These additional costs could reduce the volume of goods shipped, resulting in a decreased demand for vessels and have a negative effect on our business, revenues and customer relations.

Volatility of LIBOR and potential changes of the use of LIBOR as a benchmark could affect our profitability, earnings and cash flow.

As certain of our current financing agreements have, and our future financing arrangements may have, floating interest rates, typically based on LIBOR, movements in interest rates could negatively affect our financial performance. The publication of U.S. Dollar LIBOR for the one-week and two-month U.S. Dollar LIBOR tenors ceased on December 31, 2021, and the ICE Benchmark Administration (“IBA”), the administrator of LIBOR, with the support of the United States Federal Reserve and the United Kingdom’s Financial Conduct Authority, announced the publication of all other U.S. Dollar LIBOR tenors will cease on June 30, 2023. The United States Federal Reserve concurrently issued a statement advising banks to cease issuing U.S. Dollar LIBOR instruments after 2021. As such, any new loan agreements we enter into will not use LIBOR as an interest rate, and we will need to transition our existing loan agreements from U.S. Dollar LIBOR to an alternative reference rate prior to June 2023.

In response to the anticipated discontinuation of LIBOR, working groups are converging on alternative reference rates. The Alternative Reference Rate Committee, a committee convened by the Federal Reserve that includes major market participants, has proposed an alternative rate to replace U.S. Dollar LIBOR: the Secured Overnight Financing Rate, or “SOFR.” At this time, it is not possible to predict how markets will respond to SOFR or other alternative reference rates. The impact of such a transition from LIBOR to SOFR or another alternative reference rate could be significant for us.

In order to manage our exposure to interest rate fluctuations under LIBOR, SOFR or any other alternative rate, we have and may from time-to-time use interest rate derivatives to effectively fix some of our floating rate debt obligations. No assurance can however be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements. The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position. Interest rate derivatives may also be impacted by the transition from LIBOR to SOFR or other alternative rates.

The discontinuation of LIBOR presents a number of risks to our business, including volatility in applicable interest rates among our financing agreements, potential increased borrowing costs for future financing agreements or unavailability of or difficulty in attaining financing, which could in turn have an adverse effect on our profitability, earnings and cash flow.

We may be unable to comply with the covenants contained in our loan agreement, which could affect our ability to conduct our business.

As of September 30, 2022, we had $2,349.3 million of outstanding debt. Certain of our debt facilities require us or our subsidiaries to maintain the following financial covenants; minimum value of vessels, value-adjusted equity, positive working capital, and a certain level of free cash.

Because some of these ratios are dependent on the market value of vessels, should vessel values materially decline in the future, we may be required to take action to reduce our debt, provide additional security or to act in a manner contrary to our business objectives to meet any such financial ratios and satisfy any such financial covenants. Events beyond our control, including changes in the economic and business conditions in the shipping markets in which we operate, may affect our ability to comply with these covenants. We cannot assure you that we will meet these ratios or satisfy our financial or other covenants or that our lenders will waive any failure to do so.

These financial and other covenants may adversely affect our ability to finance future operations or limit our ability to pursue certain business opportunities or take certain corporate actions. The covenants may also restrict our flexibility in planning for changes in our business and the industry and make us more vulnerable to economic downturns and adverse developments. A breach of any of the covenants in, or our inability to maintain the required financial ratios under the credit facilities would prevent us from borrowing additional money under our credit facilities and could result in a default under our credit facilities. If a default occurs under our credit facilities, the lenders could elect to declare the issued and outstanding debt, together with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that debt, which could constitute all or substantially all of our assets.

Failure to comply with the U.S. Foreign Corrupt Practices Act and other anti-corruption laws could result in fines, criminal penalties and an adverse effect on our business.

We may operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the U.S. Foreign Corrupt Practices Act of 1977, or the FCPA and other anti-bribery legislation. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. Though we have implemented monitoring procedures and required policies, guidelines, contractual terms and audits, these measures may not prevent or detect failures by our agents or intermediaries regarding compliance.

As an exempted company incorporated under Bermuda law, our operations are subject to economic substance requirements.

The Economic Substance Act 2018 and the Economic Substance Regulations 2018 of Bermuda (the “Economic Substance Act” and the “Economic Substance Regulations”, respectively) became operative on December 31, 2018. The Economic Substance Act applies to every registered entity in Bermuda that engages in a relevant activity and requires that every such entity shall maintain a substantial economic presence in Bermuda. Relevant activities for the purposes of the Economic Substance Act are banking business, insurance business, fund management business, financing and leasing business, headquarters business, shipping business, distribution and service center business, intellectual property holding business and conducting business as a holding entity.

The Bermuda Economic Substance Act provides that a registered entity that carries on a relevant activity complies with economic substance requirements if (a) it is directed and managed in Bermuda, (b) its core income-generating activities (as may be prescribed) are undertaken in Bermuda with respect to the relevant activity, (c) it maintains adequate physical presence in Bermuda, (d) it has adequate full time employees in Bermuda with suitable qualifications and (e) it incurs adequate operating expenditure in Bermuda in relation to the relevant activity.

A registered entity that carries on a relevant activity is obliged under the Bermuda Economic Substance Act to file a declaration in the prescribed form with the Bermuda Registrar of Companies (the “Registrar”) on an annual basis.

If we fail to comply with our obligations under the Bermuda Economic Substance Act or any similar law applicable to us in any other jurisdictions, we could be subject to financial penalties and spontaneous disclosure of information to foreign tax officials in related jurisdictions and may be struck from the register of companies in Bermuda or such other jurisdiction. Any of these actions could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Company

Incurrence of expenses or liabilities may reduce or eliminate cash distributions.

We may not be able to obtain financing on terms acceptable to us or at all, which may negatively impact our business.

We cannot guarantee that we will be able to obtain additional financing at all or on terms acceptable to us. If adequate funds are not available, we may have to reduce expenditures for investments in new and existing projects, which could hinder our growth, prevent us from realizing potential revenues from prior investments and have a negative impact on our cash flows and results of operations.

We may be required to record a further goodwill impairment loss, which could have a material adverse effect on our results of operations and financial position.

We are required to assess goodwill for impairment at least on an annual basis, or more frequently, if indicators are present or changes in circumstances suggest that impairment may exist. Our future operating performance may be affected by potential impairment charges related to goodwill. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis. A description of our critical accounting policies and estimates can be found in “Item 5. Operating and Financial Review and Prospects”.

As of September 30, 2022, we had $112.5 million of goodwill on our balance sheet. Any goodwill impairment loss would negatively impact our results of operations and financial position.

The aging of our fleet may result in increased operating costs or loss of hire in the future, which could adversely affect our earnings.

In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. As of September 30, 2022, the average age of our tanker fleet, owned, leased or chartered-in by us, is approximately 5 years. As our fleet ages, we will incur increased costs. Older vessels are typically less fuel-efficient and more costly to maintain than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates also increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations, including environmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels and may restrict the type of activities in which our vessels may engage. As our vessels age, market conditions might not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

If we do not set aside funds and are unable to borrow or raise funds for vessel replacement at the end of a vessel’s useful life our revenue will decline, which would adversely affect our business, results of operations, financial condition and ability to pay dividends.

If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their remaining useful lives. Our cash flows and income are dependent on the revenues earned by the chartering of our vessels. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, results of operations, financial condition and ability to pay dividends would be adversely affected. Any funds set aside for vessel replacement will not be available for cash distributions and dividends.

Certain of our directors, executive officers and major shareholders may have interests that are different from the interests of our other shareholders, including Hemen, which may be able to exercise significant influence over us.

Certain of our directors, executive officers and major shareholders may have interests that are different from, or are in addition to, the interests of our other shareholders. In particular, Hemen and certain related companies whose shares are indirectly held by trusts settled by Mr. Fredriksen, our Director, for the benefit of his family beneficially own 79,321,042, or 35.6%, of our ordinary shares as of October 25, 2022.

Hemen is also a principal shareholder of a number of other large publicly traded companies involved in various sectors of the shipping and oil services industries, or the Hemen related companies. In addition, certain of our directors, including Mr. Lorentzon, Mr. Fredriksen, Mr. O’Shaughnessy and Mr. Jakobsen, also serve on the boards of one or more of the Hemen related companies, including but not limited to, Golden Ocean Group Limited, or Golden Ocean, SFL Corporation Ltd, or SFL, Archer Limited, Avance Gas Holding Ltd. and Flex LNG Ltd. There may be real or apparent conflicts of interest with respect to matters affecting Hemen and other Hemen related companies whose interests in some circumstances may be adverse to our interests.

For so long as Hemen owns a significant percentage of our outstanding ordinary shares, it may be able to exercise significant influence over us and will be able to strongly influence the outcome of shareholder votes on other matters, including the adoption or amendment of provisions in our articles of incorporation or bye-laws and approval of possible mergers, amalgamations, control transactions and other significant corporate transactions. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control, merger, amalgamations, consolidation, takeover or other business combination. This concentration of ownership could also discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which could in turn have an adverse effect on the market price of our ordinary shares. Hemen may not necessarily act in accordance with the best interests of other shareholders. The interests of Hemen may not coincide with the interests of other holders of our ordinary shares. To the extent that conflicts of interests may arise, Hemen may vote in a manner adverse to us or to you or other holders of our securities.

As referenced above, Hemen and other entities related to it own and beneficially own an aggregate of 35.6% of Frontline’s ordinary shares.  Famatown and other entities related to it own and beneficially own an aggregate of 19% of Euronav’s ordinary shares. Hemen and Famatown and other entities related to them have agreed to take necessary corporate resolutions and at shareholders meetings of Frontline and Euronav use the voting rights attached to their shares to vote in favor of any resolution necessary to consummate the transactions outlined in the Combination Agreement, including the Redomiciliation.

We may be unable to attract and retain key management personnel in the tanker industry, which may negatively impact the effectiveness of our management and our results of operation.

Our success depends to a significant extent upon the abilities and efforts of our senior executives and Mr. Fredriksen, for the management of our activities and strategic guidance. While we believe that we have an experienced management team, the loss or unavailability of one or more of our senior executives and Mr. Fredriksen, for any extended period of time could have an adverse effect on our business and results of operations.

If labor interruptions are not resolved in a timely manner, they could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

As of September 30, 2022, we employed approximately 76 people in our offices in Bermuda, the United Kingdom, Singapore, Norway and China. We contract with independent ship managers to manage and operate our vessels, including the crewing of those vessels. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

We may not have adequate insurance to compensate us if our vessels are damaged or lost.

We procure insurance for our fleet against those risks that we believe the shipping industry commonly insures. These insurances include hull and machinery insurance; protection and indemnity insurance, which include environmental damage and pollution insurance coverage; freight, demurrage and defense insurance, which provides cover to shipowners and operators for legal and other costs incurred in relation to disputes that are uninsured; and war risk insurance. We can give no assurance that we will be adequately insured against all risks and we cannot guarantee that any particular claim will be paid, even if we have previously recorded a receivable or revenue in respect of such claim. Our insurance policies may contain deductibles for which we will be responsible and limitations and exclusions, which may increase our costs or lower our revenues.

We cannot assure you that we will be able to obtain adequate insurance coverage for our vessels in the future or renew such policies on the same or commercially reasonable terms, or at all. For example, more stringent environmental regulations have in the past led to increased costs for, and in the future, may result in the lack of availability of, protection and indemnity insurance against risks of environmental damage or pollution. Any uninsured or underinsured loss could harm our business, results of operations, cash flows, financial condition and ability to pay dividends. In addition, our insurance may be voidable by the insurers as a result of certain of our actions, such as our vessels failing to maintain certification with applicable maritime self-regulatory organizations. Further, we cannot assure you that our insurance policies will cover all losses that we incur, or that disputes over insurance claims will not arise with our insurance carriers. Any claims covered by insurance would be subject to deductibles, and since it is possible that a large number of claims may be brought, the aggregate amount of these deductibles could be material. In addition, our insurance policies may be subject to limitations and exclusions, which may increase our costs or lower our revenues, which may have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

We may be subject to calls because we obtain some of our insurance through protection and indemnity associations.

We may be subject to increased premium payments, or calls, if the value of our claim records, the claim records of our fleet managers, and/or the claim records of other members of the protection and indemnity associations through which we receive insurance coverage for tort liability (including pollution-related liability) significantly exceed projected claims. In addition, our protection and indemnity associations may not have enough resources to cover claims made against them. Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Because our offices and most of our assets are outside the United States, you may not be able to bring suit against us, or enforce a judgment obtained against us in the United States.

Our executive offices, administrative activities and the majority of our assets are located outside the United States. In addition, our directors and officers are not residents of the United States. As a result, it may be more difficult for investors to effect service of process within the United States upon us, or to enforce both in the United States and outside the United States judgments against us in any action, including actions predicated upon the civil liability provisions of the federal securities laws of the United States.

A judgment obtained in any court of the United States (in this paragraph, a “Judgment”) would not automatically be enforced by the courts of Cyprus. In order to enforce a Judgment in Cyprus, a new legal process must be initiated before a court of competent jurisdiction in Cyprus. A summary judgment may be available and in deciding whether to issue such summary judgment, the Cypriot courts may have regard to the following considerations:

(i) that the Judgment was not obtained or alleged to have been obtained by fraud;

(ii) the process and decision of the relevant court of the United States was not contrary to natural or constitutional justice under the laws of Cyprus and the enforcement of the Judgment would not be contrary to public policy as understood by the Cypriot courts or constitute the enforcement of a judgment of a penal or taxation nature;

(iii) the Judgment is final and conclusive and is for a debt or a definite sum of money;

(iv) the jurisdiction of the relevant court of the United States has been exercised in circumstances which, as a matter of Cypriot law, a Cypriot court will recognize as justifying enforcement of the Judgment;

(v) the procedural rules of the relevant court of the United States in relation to the obtaining of the Judgment have been observed; and

(vi) the Judgment is not inconsistent with a judgment of a Cypriot court in respect of the same matter.

The Cyprus Court will not examine the merits of the case. If the action is successful, the claimant can proceed with the following enforcement methods provided the company has assets in Cyprus: (i) writ of execution of movables, (ii) writ for sale of immovable property, (iii) registration of encumbrance over immovable property, (iv) garnishee/third party debt order, and (v) injunction and other orders encumbering the interests of the company as judgement debtor. Alternatively, the judgement creditor has the option of delivering a statutory demand for payment of the liquidated judgement amount within 21 days. In case of failure to comply, the judgement creditor has the right to file a winding up petition to the Court.

United States tax authorities could treat the Company as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to United States shareholders.

A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for United States federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income.” United States shareholders of a PFIC are subject to a disadvantageous United States federal income tax regime with respect to certain distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

Based on our current and proposed method of operation, we do not believe that we are, have been or will be a PFIC with respect to any taxable year. In this regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering and voyage chartering activities as services income, rather than rental income. Accordingly, we believe that our income from these activities does not constitute “passive income,” and the assets that we own and operate in connection with the production of that income do not constitute assets that produce, or are held for the production of, “passive income.”

Although there is no direct legal authority under the PFIC rules addressing our method of operation there is substantial legal authority supporting our position consisting of case law and United States Internal Revenue Service, or the IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, it should be noted that there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of our operations.

If the IRS were to find that we are or have been a PFIC for any taxable year, our United States shareholders will face adverse United States federal income tax consequences. Under the PFIC rules, unless those shareholders make an election available under the United States Internal Revenue Code of 1986, as amended, or the Code (which election could itself have adverse consequences for such shareholders, as discussed below under “Taxation-United States Federal Income Tax Considerations”), such shareholders would be liable to pay United States federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our ordinary shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of our ordinary shares. See “Taxation-United States Federal Income Tax Considerations-Passive Foreign Investment Company Status and Significant Tax Consequences” for a more comprehensive discussion of the United States federal income tax consequences to United States shareholders if we are treated as a PFIC.

We may not qualify for an exemption under Section 883 of the Code, and may therefore have to pay tax on United States source income, which would reduce our earnings.

Under the Code, 50% of the gross shipping income of a vessel owning or chartering corporation, such as ourselves and our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States, may be subject to a 4% United States federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the applicable Treasury Regulations promulgated thereunder.

We believe we qualify for this statutory tax exemption for the 2021 taxable year.

However, we may not qualify for exemption under Section 883 in future taxable years. There are factual circumstances beyond our control that could cause us to lose the benefit of this tax exemption and become subject to United States federal income tax on our United States source shipping income. For example, if Hemen, who we believe to be a non-qualified shareholder, were to, in combination with other non-qualified shareholders with a 5% or greater interest in our ordinary shares, come to own 50% or more of our outstanding ordinary shares for more than half the days during the taxable year, we would not qualify for exemption under Section 883 for such taxable year. Due to the factual nature of the issues involved, there can be no assurances on our tax-exempt status or that of any of our subsidiaries.

If we are not entitled to exemption under Section 883 of the Code for any taxable year, we could be subject during those years to an effective 2% United States federal income tax on gross shipping income derived during such a year that is attributable to the transport of cargoes to or from the United States. The imposition of this tax would have a negative effect on our business and would result in decreased earnings available for distribution to our shareholders.

Risks Related to an Investment in Our Securities

The price of our ordinary shares historically has been volatile.

The trading price and volume of our ordinary shares has been and may continue to be subject to large fluctuations. The market price and volume of our ordinary shares may increase or decrease in response to a number of events and factors, including:

This volatility may adversely affect the prices of our ordinary shares regardless of our operating performance. To the extent that the price of our ordinary shares declines, our ability to raise funds through the issuance of equity or otherwise use our ordinary shares as consideration will be reduced. These factors may limit our ability to implement our operating and growth plans.

Future sales of our ordinary shares could have an adverse effect on our share price.

In order to finance our future operations and growth, we may have to incur substantial additional indebtedness and possibly issue additional equity securities. Future ordinary share issuances, directly or indirectly through convertible or exchangeable securities, options or warrants, will generally dilute the ownership interests of our existing ordinary shareholders, including their relative voting rights and could require substantially more cash to maintain the then existing level, if any, of our dividend payments to our ordinary shareholders, as to which no assurance can be given. Preferred shares, if issued, will generally have a preference on dividend payments, which could prohibit or otherwise reduce our ability to pay dividends to our ordinary shareholders. Our debt will be senior in all respects to our ordinary shareholders, will generally include financial and operating covenants with which we will be required to comply and will include acceleration provisions upon defaults thereunder, including our failure to make any debt service payments, and possibly under other debt. Because our decision to issue equity securities or incur debt in the future will depend on a variety of factors, including market conditions and other matters that are beyond our control, we cannot predict or estimate the timing, amount or form of our capital raising activities in the future. Such activities could, however, cause the price of our ordinary shares to decline significantly.

SPECIAL GENERAL MEETING OF FRONTLINE SHAREHOLDERS

The Frontline Special General Meeting

Frontline is furnishing this Proxy Statement/Prospectus to you as part of the solicitation of proxies by its Board of Directors for use at the Special General Meeting to be held on December 20, 2022, and at any adjournment or postponement thereof. This Proxy Statement/Prospectus is first being furnished to Frontline’s shareholders on or about December 6, 2022. This Proxy Statement/Prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the Special General Meeting.

Date, Time and Place of Special General Meeting

The Special General Meeting will be held on December 20, 2022, at 8:00 a.m. local time, at Par-la-Ville Place, 4^th Floor, 14 Par-la-Ville Road, Hamilton, Bermuda, or such other date, time and place to which such meeting may be adjourned or postponed, for the purpose of considering and voting upon the proposals.

Purpose of Special General Meeting

At the Special General Meeting, Frontline will ask the Frontline shareholders to vote in favor of the following proposals:

(1) The Increase of Authorized Share Capital Proposal – a proposal to approve an increase of Frontline’s authorized share capital from $500,000,000 (divided into 500,000,000 ordinary shares, par value $1.00), to $600,000,000 (divided into 600,000,000 ordinary shares, par value $1.00), by the creation of an additional 100,000,000 ordinary shares, par value $1.00, with such newly created ordinary shares to be of the same category and have the same rights and to rank pari passu with the existing ordinary shares in all respects;

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(2) The Redomiciliation Proposal - a proposal to:

(3) The Adjournment Proposal - a proposal to adjourn the Special General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special General Meeting, there are not sufficient votes to approve one or more proposals presented at the Special General Meeting.

None of the Increase of Authorized Share Capital Proposal, the Redomiciliation Proposal and the Adjournment Proposal are conditioned upon (a) the approval of any other proposal set forth in this Proxy Statement/Prospectus or (b) the successful completion of the Combination Transactions, including the Tender Offer or the Merger.

Frontline shareholders are not being asked in this registration statement to consider or vote on the previously announced Combination Transactions with Euronav, which will be contemplated in a separate registration statement and other documents filed with the SEC and other offering documents required by applicable laws.

Recommendation of Frontline Board of Directors

Frontline’s Board of Directors believes that the Increase of Authorized Share Capital Proposal, Redomiciliation Proposal and Adjournment Proposal to be presented at the Special General Meeting is in the best interests of Frontline and its shareholders and unanimously recommends that its shareholders vote “FOR” all of the proposals.

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Record Date and Voting

You will be entitled to vote or direct votes to be cast at the Special General Meeting if you owned ordinary shares at the close of business on November 7, 2022, which is the record date for the Special General Meeting. You are entitled to one vote for each ordinary share that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 222,622,889 ordinary shares outstanding.

Voting Your Shares

Each ordinary share that you hold in your name entitles you to one vote on the proposals for the Special General Meeting. Your one or more proxy cards show the number of ordinary shares that you hold.

If you are a holder of record, there are two ways to vote your ordinary shares at the Special General Meeting:

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Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your ordinary shares, you may contact Frontline’s secretary at the address listed below:

Frontline Ltd.

Attn: James Ayers, secretary

Par-la-Ville Place

14 Par-la-Ville Road

Hamilton, HM 08, Bermuda

 

+1 (441) 295-6935

Quorum and Vote Required for Proposals

A quorum of Frontline’s shareholders is necessary for a validly constituted meeting. A quorum will be present at the Special General Meeting if at least two Frontline shareholders as of the record date entitled to vote at the Special General Meeting (whatever the number of shares held by them), are present, in person or by proxy, provided however that if Frontline shall have only one shareholder, such shareholder, present in person or by proxy, shall constitute a quorum. Special General Meeting.

The approval of the Increase of Authorized Share Capital Proposal, Redomiciliation Proposal and Adjournment Proposal requires the affirmative vote of more than 50% of the votes cast by the holders of the ordinary shares of Frontline as of the record date present, in person or by proxy, and voting at the Special General Meeting. Accordingly, a shareholder’s failure to vote by proxy or to vote in person at the Special General Meeting, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the proposals.

The Increase of Authorized Share Capital Proposal and the Adjournment Proposal are not conditioned upon the approval of the Redomiciliation Proposal and the Redomiciliation Proposal is not conditioned upon the approval of the Increase of Authorized Share Capital Proposal and the Adjournment Proposal.

Abstentions and Broker Non-Votes

Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Frontline believes the proposals presented to its shareholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.”

Abstentions will be counted for purposes of determining the presence of a quorum at the Special General Meeting. Abstentions and broker non-votes will have no effect on the outcome of any vote on the proposals.

Revocability of Proxies

If you have submitted a proxy to vote your ordinary shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to Frontline’s secretary at the address listed below, prior to the date of the Special General Meeting or by voting in person at the Special General Meeting. Attendance at the Special General Meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to Frontline’s secretary at the address listed below.

Frontline Ltd.

Attn: James Ayers, secretary

Par-la-Ville Place

14 Par-la-Ville Road

Hamilton, HM 08, Bermuda

+1 (441) 295-6935

Appraisal or Dissenters’ Rights

No appraisal or dissenters’ rights are available to holders of Frontline’s ordinary shares or warrants in connection with the Redomiciliation.

Share Ownership

As of the record date, Hemen and other entities related to it own and beneficially own an aggregate of 35.6% of Frontline’s ordinary shares.  Famatown and other entities related to it own and beneficially own an aggregate of 19% of Euronav’s ordinary shares. Hemen and Famatown and other entities related to them have agreed to take necessary corporate resolutions and at shareholders meetings of Frontline and Euronav use the voting rights attached to their shares to vote in favor of any resolution necessary to consummate the transactions outlined in the Combination Agreement, including the Redomiciliation.

THE REDOMICILIATION

General

Pursuant to section 132(G) of the Companies Act, as amended, a Bermuda exempted company can make an application to be continued in a jurisdiction outside Bermuda. The jurisdiction into which a company is to be continued must be either an appointed jurisdiction or a jurisdiction approved by the Bermuda Minister of Finance upon application by a company for the purposes of its discontinuance. As Cyprus is not currently an appointed jurisdiction for purposes of discontinuance from Bermuda, we have applied for and been granted ministerial approval in respect of Cyprus as the jurisdiction to which Frontline is to be continued in accordance with section 132G(2)(e)(ii) of the Companies Act.

A meeting of the Board of Directors of the Company must be held to approve the discontinuance and a general meeting of the members must be convened to authorise the continuation of the Company in the foreign jurisdiction.

In connection with the Redomiciliation, we have applied for, and received, approval of the Company name in Cyprus from the Cyprus Companies’ Registry, and we expect to take the following additional steps: (i) draft the Amended and Restated Charter of the Company as per the requirements of Cyprus law, in the Greek language and to be additionally translated into English; (ii) obtain a certificate of good standing from Bermuda with apostille, in the English language and to be translated into Greek by a sworn translator;  (iii) obtain a confirmation of notice provided to the applicable Bermudan authorities on Bermuda of initial incorporation for registration as company continuing in Cyprus with apostille (we expect the Registrar will issue a Certificate of Discontinuance after it receives the Temporary Redomiciliation Certificate issued by the Cyprus Companies’ Registry); (iv) obtain shareholders’ resolution with apostille by which the shareholders of Frontline (Bermuda) validly resolve pursuant to Bermuda law: (a) to re-domicile Frontline (Bermuda) by way of discontinuation out of Bermuda and continue as a company incorporated in the Republic of Cyprus (b) to transfer the registered address to Cyprus; (c) to adopt the name under which the Company will continue in Cyprus; (d) to abolish the Current Constitution and Amended and Restated Bye-Laws of the Company including as amended by the Discontinuation Amendment and approve the replacement of the same by the adoption of the Frontline Cyprus Amended and Restated Charter which will become effective upon issuance of the Temporary Redomiciliation Certificate and which will be filed with the Cyprus Companies’ Registry as part of the application for the Redomiciliation; (v) obtain confirmation on any consent from employees or creditors if needed under Bermuda law (understood not to be needed under Bermuda law); (vi) obtain statutory declarations signed by all directors of Frontline (Bermuda) or a director duly authorized by the board of directors of Frontline (Bermuda) stating that the Company is solvent and able to meet all of its liabilities and obligations and that the discontinuance would not adversely affect the interests or rights of bona fide creditors and shareholders; (vii) obtain a statutory declaration by a duly authorized director of Frontline (Bermuda) or by a person to whom the representation of the company has been assigned confirming (a) the name of the company in Bermuda and the name under which its will continue to exist in Cyprus, (b) the jurisdiction in which  the company has been incorporated and its date of incorporation, (c) the resolution or equivalent document deciding that Frontline will be incorporated as continuing in Cyprus, (d) that Frontline has given official notice to the Bermuda authorities of its intention to be registered as continuing in the Republic (accompanied by a receipt of such official notification), and (e) no administrative or criminal proceedings have been commenced against the company for the contravention of Bermuda law; (viii) obtain a statutory declaration by a duly authorized director of Frontline (Bermuda) or by a person to whom the representation of the company has been assigned which confirms the solvency of the company and that there are no circumstances which could affect in a negative and substantial manner the solvency of the company in a period of 12 months from the date of submission of the application for continuation of the company in Cyprus; (ix) obtain irrevocable deed polls signed by all directors of Frontline (Bermuda) and by a director on behalf of Frontline (Bermuda) in respect of the service of legal process; (x) obtain a sworn statement from the directors or a director authorized by the board of directors of Frontline (Bermuda) that inter alia there are no administrative or criminal proceedings have been initiated against the Company for infringement of the laws of Bermuda; (xi) obtain the latest prospectus of the Company pursuant to Section 354D(2)(a) of the Cyprus Companies Law; (xii) obtain the approval of continued listing on the NYSE and OSE; (xiii) obtain sworn affidavits of a director or equivalent authorized person of Frontline (Bermuda), confirming certain information on the Company and solvency of the Company, and attaching items (iv), (v); and (xiv) file with the Registrar a notice of discontinuance attaching information required under section 132H(1) of the Companies Act. If the Company carries on activities which require a license or authorization is required in both Cyprus and Bermuda, the Company must provide the Cypriot Registrar with the consent from the authority competent to provide such license/approval, prior to the Redomiciliation. It must also obtain any licenses which are required in Cyprus. Once all necessary documentation is obtained or produced and the Redomiciliation application is submitted to the Cyprus Companies’ Registry, if the Cyprus Companies’ Registry is satisfied with the same, the Temporary Redomiciliation Certificate will be issued by the Cyprus Companies’ Registry within circa ten days. Thereafter, an original and apostilled Final Deletion Certificate from Bermuda (which is the Certificate of Discontinuance issued by the Registrar) must be filed with the Cyprus Companies’ Registry within six months of issuance of the Temporary Redomiciliation Certificate (with the possibility of a three-month extension for good cause) and circa one to two weeks following submission, a final redomiciliation certificate will be issued by the Cyprus Companies Registry. The Cyprus final redomiciliation certificate will become effective upon submission of the Final Deletion Certificate from Bermuda. The Redomiciliation must become effective at the same time in both jurisdictions.

Upon the issuance of the Temporary Redomiciliation Certificate by the Cyprus Companies’ Registry, we will be domesticated and continue as a Cyprus company with the name “Frontline Plc.” Under Bermuda and Cyprus law, the Redomiciliation into Cyprus is deemed effective upon the issuance of the Temporary Redomiciliation Certificate by the Cyprus Companies’ Registry and the Company will be deemed to be a Cypriot company, subject to the Cypriot Companies Law from such date. After the Redomiciliation becomes effective, we will deliver a copy of the Temporary Redomiciliation Certificate to the Registrar in Bermuda.

The Redomiciliation Completion shall be conditional upon the following Redomiciliation Conditions and applicable law: (a) Frontline becoming a tax resident in Cyprus; (b) the approval of the Redomiciliation Proposal by the Special General Meeting having been received; (c) the issuance of the Temporary Redomiciliation Certificate from the Cyprus Companies’ Registry; and (d) the fulfilment of all requirements under applicable law to ensure continued listing of Frontline on the NYSE or the OSE, including but not limited to: (i) the registration statement on Form F-4, of which this Proxy Statement/Prospectus forms a part, becoming effective under the Securities Act of 1933; and (ii) the Frontline (Cyprus) shares being approved for listing on NYSE, subject to the Redomiciliation Completion. Subject to the Redomiciliation Conditions being satisfied or waived in accordance with the Combination Agreement, the Redomiciliation Completion shall take place upon a temporary re-domiciliation certificate being issued by the Cyprus Companies’ Registry.

At the Redomiciliation Completion, Frontline shall: (a) deliver to Euronav documentation evidencing the fulfilment of the Redomiciliation Conditions insofar as it relates to the approvals/consents/licenses/permits to be obtained by Frontline; (b) deliver to Euronav a copy of the Temporary Redomiciliation Certificate issued by the Cyprus Companies’ Registry; and (c) deliver to Euronav evidence, satisfactory to Euronav acting reasonably, that Frontline is deemed tax resident in Cyprus.

After the Redomiciliation Completion, Frontline shall file any post-effective amendments in respect of Frontline’s registration statements as necessary with the SEC to allow Frontline (Cyprus) to continue to utilize such registration statements.

Within 30 days of the issuance of a Temporary Re-domiciliation Certificate by the Cyprus Companies’ Registry, Frontline shall deliver to Euronav: (a) a copy of the Certificate of Discontinuance issued by the Registrar in respect of Frontline’s discontinuance; and (b) deliver to Euronav a copy of the final certificate of continuation into Cyprus issued by the Cyprus Companies’ Registry.

 The Redomiciliation is not conditioned on the completion of the Tender Offer, the Merger or the Combination Transactions.

Interests of Certain of Frontline’s Directors, Executive Officers and Major Shareholders in the Redomiciliation.

When you consider the recommendation of Frontline’s Board of Directors in favor of approval of the Redomiciliation Proposal, you should keep in mind that certain of Frontline’s directors, executive officers and major shareholders may have interests in the Redomiciliation that are different from, or in addition to, your interests as a shareholder.

Reference is made to the Combination Agreement that Frontline entered into on July 10, 2022 with Euronav. On the terms and subject to the conditions set forth in the Combination Agreement, Frontline has agreed after the completion of the Redomiciliation make a voluntary conditional exchange offer (the “Tender Offer”) for all outstanding shares of Euronav at an exchange ratio of 1.45 Frontline shares for 1.0 Euronav share, and Frontline and Euronav shall initiate a process whereby Euronav merges into Frontline with Frontline as the surviving entity (the “Merger”).

While the Redomiciliation is not conditioned upon the successful completion of the Merger or the Tender Offer or the Combination Transactions, the completion of the Tender Offer is subject to customary closing conditions, including, among others specified in the Combination Agreement, the Redomiciliation having occurred.

As referenced above, Hemen and other entities related to it own and beneficially own an aggregate of 35.6% of Frontline’s ordinary shares.  Famatown and other entities related to it own and beneficially own an aggregate of 19% of Euronav’s ordinary shares. Hemen and Famatown and other entities related to them have agreed to take necessary corporate resolutions and at shareholders meetings of Frontline and Euronav use the voting rights attached to their shares to vote in favor of any resolution necessary to consummate the transactions outlined in the Combination Agreement, including the Redomiciliation.

Background for the Redomiciliation

Our senior management and Board of Directors believes that the Redomiciliation will, among other things, provide legal, administrative, and other similar efficiencies. In addition, the completion of the Redomiciliation is a condition of launching and closing the Tender Offer and the Merger. For the purpose of the Redomiciliation, Frontline will adopt the Frontline Cyprus Amended and Restated Charter which will be filed with the Cyprus Companies’ Registry as part of the Redomiciliation application and which will take effect upon the issuance of the Temporary Redomiciliation Certificate from the Cyprus Companies’ Registry. The Frontline Cyprus Amended and Restated Charter provides Frontline’s shareholders with the same or substantially the same rights as prior to the Redomiciliation, subject to changes to conform to the Cyprus Companies Law (noting that the Frontline Cyprus Amended and Restated Charter will contain certain additional interim governance provisions pursuant to the Combination Agreement).

Our Board of Directors considered several possible new jurisdictions for the Company’s domicile and concluded that a Cyprus domicile would best serve the Company’s goals and interests.

Effects and Advantages of the Redomiciliation

Our Board of Directors believes that there are advantages of the Redomiciliation. As a well-established shipping and ship management center, Cyprus is expected to provide many benefits to the Company, including but not limited to recruitment of experienced commercial and administrative and management personnel, a comprehensive tonnage tax regime, approved by the European Union, and a geographically advantageous position between our key market time zones. In addition, the completion of the Redomiciliation is a condition of launching and closing the Tender Offer and the Merger. Please see “The Redomiciliation—Effects and Advantages of the Redomiciliation.”

Additionally, pursuant to the Cyprus Companies Law Cap. 113, the Frontline Cyprus Amended and Restated Charter, which we will adopt at the Special General Meeting, will be rendered effective immediately upon issue of the Temporary Redomiciliation Certificate by the Cyprus Companies’ Registry.

The effective date of the discontinuance from Bermuda pursuant to section 132H of the Companies Act, as amended, is the date that our continuance in Cyprus is effective pursuant to the laws of Cyprus and such discontinuance and continuance shall not be deemed to: (a) create a new legal entity or (b) prejudice or affect the continuity of the body corporate which was formerly Frontline (Bermuda).

From the date of Redomiciliation, the Company continues as a body corporate for all purposes as if incorporated and registered as a limited liability company under and subject to the law of Cyprus. The Company then has: (a) the capacity to perform all the functions of a public limited liability company; (b) the capacity to sue and to be sued; (c) perpetual succession; and (d) the power to acquire, hold and dispose of property.

As a matter of Cyprus law, the registration of the Company in Cyprus shall be void and without legal effect pursuant to the Cyprus Companies Law if it is done with the aim of: (a) creating a new legal entity; (b) causing harm or affecting the continuation of the Company as a body corporate; (c)  affecting the property of the Company and the manner in which the Company shall retain all of its property, rights, debts and obligations; (d) rendering defective any legal or other proceedings that were commenced or are about to be commenced against the Company; or (e) acquitting or preventing any conviction, decision, opinion, order debt, debenture or obligation which is pending or which will become pending or any reason that exists against the Company or against any shareholder, director, officer or persons to whom the management or representation of the Company has been assigned.

Accordingly, although the Redomiciliation will effect a change in our jurisdiction of incorporation, and other changes of a legal nature, including our adoption of new constitutional documents, which will become effective immediately upon issue of the Temporary Redomiciliation Certificate, which are described in this Proxy Statement/Prospectus, the business, assets and liabilities of Frontline and its subsidiaries on a consolidated basis, as well as our principal locations and fiscal year, will be the same upon effectiveness of the Redomiciliation as they are currently before the Redomiciliation.

No Change in Management or Our Board of Directors Immediately After Effectiveness of the Redomiciliation

Our executive officers will remain the same upon effectiveness of the Redomiciliation. Our current executive officers are Lars H. Barstad (Chief Executive Officer of Frontline Management AS and our principal executive officer), and Inger M. Klemp (Chief Financial Officer of Frontline Management AS and our principal financial officer).

Our Board of Directors will continue as our Board of Directors upon effectiveness of the Redomiciliation. Our current Board is composed of John Fredriksen, James O’Shaughnessy, Ola Lorentzon, Ole B. Hjertaker, Steen Jakobsen and Marios Demetriades.

In addition, none of the members or the chairperson of our committees, including our Audit Committee, will change upon effectiveness of the Redomiciliation.

Redomiciliation Share Conversion

In the Redomiciliation, each of our currently outstanding ordinary shares will automatically continue to be outstanding by operation of law, on a one-for-one basis, as ordinary shares of Frontline (Cyprus) with the same nominal value. Consequently, upon effectiveness of the Redomiciliation, each holder of our ordinary shares will instead hold ordinary shares of Frontline (Cyprus) of the same nominal value, representing the same proportional equity interest in Frontline as that shareholder held in Frontline (Bermuda) and representing the same class of shares. The number of ordinary shares of Frontline (Cyprus) outstanding immediately after the Redomiciliation will be the same as the number of ordinary shares of Frontline (Bermuda) outstanding immediately prior to the Redomiciliation.

Frontline (Cyprus) will not issue new share certificates to Frontline (Cyprus) shareholders who currently hold any of our share certificates, except as set forth below. A shareholder who currently holds any of our share certificates will receive a new share certificate only upon any future transaction in Frontline (Cyprus) ordinary shares that requires the transfer agent to issue share certificates in exchange for existing share certificates. It is not necessary for shareholders of Frontline (Bermuda) to exchange their existing share certificates for share certificates of Frontline (Cyprus). Until surrendered and exchanged, each certificate evidencing Frontline (Bermuda) ordinary shares will be deemed for all purposes of the Company to evidence the identical number of ordinary shares of Frontline (Cyprus). Holders of uncertificated ordinary shares of Frontline (Bermuda) immediately prior to the Redomiciliation will continue as holders of uncertificated ordinary shares of Frontline (Cyprus) upon effectiveness of the Redomiciliation, provided that the holders of uncertificated shares are duly registered as holders of shares in Frontline’s register of members. After the Redomiciliation to Cyprus, share certificates will not be issued for holders of uncertificated shares.

Shareholder Rights

After the effectiveness of the Redomiciliation, the rights of shareholders of Frontline (Cyprus) will arise and be governed under Cyprus law and the Frontline Cyprus Amended and Restated Charter. The Frontline Cyprus Amended and Restated Charter, if approved at the Special General Meeting, will become effective upon issue of the Temporary Redomiciliation Certificate. The Frontline Cyprus Amended and Restated Charter and Cyprus law may contain provisions that differ in some respects from those in our Current Constitution and Bermuda law and, therefore, some of your rights as a shareholder of Frontline (Cyprus) could differ from the rights you currently possess as a shareholder of Frontline (Bermuda). The Frontline Cyprus Amended and Restated Charter will be substantially the same as our Current Constitution, subject to changes to conform to the Cyprus Companies Law (noting that the Frontline Cyprus Amended and Restated Charter will contain certain additional interim governance provisions pursuant to the Combination Agreement). See “Comparison of Bermuda and Cyprus Corporate Law” where we describe material provisions under the law of Bermuda and the law of the Cyprus relating to your rights as a shareholder.

Material Tax Consequences of the Redomiciliation

We do not believe that we or our shareholders will be subject to taxation in Bermuda or Cyprus as a result   of the Redomiciliation. Specifically, in relation to Cyprus tax law provisions, no taxing circumstances arise at the time of the Redomiciliation of Frontline (Cyprus) and, consequently, no tax liabilities arise as a result of any provision under Cyprus tax law. However, the provisions of Cyprus tax law shall apply on the assessment of the incomes of Frontline (Cyprus), which may result in a higher tax rate being applied to taxable profits, depending on the nature of such profits and/or income. Similarly, the provisions of the Cyprus tax law and double tax treaties shall generally apply in relation to the distributions of profits by the company to its shareholders.

We expect the Redomiciliation to qualify as a tax-free “reorganization” for purposes of U.S. federal income tax matters and, as such, we expect that neither we nor U.S. Holders will be subject to U.S. federal income taxation as a result of the Redomiciliation. See “Taxation.”

PROPOSALS TO BE CONSIDERED BY FRONTLINE’S SHAREHOLDERS

PROPOSAL NO. 1 - THE INCREASE OF AUTHORIZED SHARE CAPITAL PROPOSAL

Increase of Authorized Share Capital Proposal

Frontline shareholders are being asked to consider and vote on the Increase of Authorized Share Capital Proposal to approve an increase of Frontline’s authorized share capital from $500,000,000 (divided into 500,000,000 ordinary shares, par value $1.00), to $600,000,000 (divided into 600,000,000 ordinary shares, par value $1.00), by the creation of an additional 100,000,000 ordinary shares, par value $1.00, with such newly created ordinary shares to be of the same category and have the same rights and to rank pari passu with the existing ordinary shares in all respects.

The proposed increase in the authorized share capital been recommended by Frontline’s Board of Directors to ensure that an adequate number of ordinary shares are available for future use. Frontline’s Board of Directors believes that the proposed increase will make available a sufficient number of authorized ordinary shares for future issuances, including financings, corporate mergers and acquisitions, use in employee benefit plans, stock splits, stock dividends or other corporate purposes. The availability of additional ordinary shares will provide Frontline with greater flexibility in taking any of these actions and would allow it to issue ordinary shares or securities convertible into ordinary shares without the delay or expense of obtaining shareholder approval, except to the extent required by state law or the requirements of the NYSE and OSE or any other applicable exchange or quotation system for particular transactions.  Frontline (Bermuda) currently has no plans for the increased authorized share capital.

If and only if the Redomiciliation Proposal (described herein) is approved by Frontline’s shareholders and the Redomiciliation is completed following the satisfaction or waiver of the Redomiciliation Conditions, as described above, Frontline (Cyprus) has agreed to make a Tender Offer for all outstanding shares of Euronav for the Consideration Shares, with the intention that Frontline and Euronav will merge following the Tender Offer.  The authorized and unissued share capital of Frontline (Cyprus) will be used to settle the Combination Transactions with Euronav, which will be contemplated in a separate registration statement and other documents filed with the SEC and other offering documents required by applicable laws.

Vote Required for Approval

The approval of the Increase of Authorized Share Capital Proposal requires the affirmative vote of more than 50% of the votes cast by the holders of the ordinary shares of Frontline as of the record date present, in person or by proxy, and voting at the Special General Meeting. The Increase of Authorized Share Capital Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/​prospectus.

Recommendation of the Board of Directors

FRONTLINE’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT FRONTLINE’S SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE INCREASE OF AUTHORIZED SHARE CAPITAL PROPOSAL.

PROPOSAL NO. 2 - THE REDOMICILIATION PROPOSAL

The Redomiciliation

As discussed in this Proxy Statement/Prospectus, Frontline shareholders are being asked to consider and vote on the Redomiciliation Proposal to:

The Discontinuation Amendment, which includes language that will amend the Company’s current Amended and Restated Bye-laws to include a provision allowing for the Redomiciliation as required under the laws of Cyprus, is attached to this Proxy Statement/Prospectus as Annex A. The ability to redomicile a Bermuda exempted company, by way of discontinuation out of Bermuda to another jurisdiction is expressly provided for in Section 132G of the Companies Act and will be included in the Company’s the Discontinuation Amendment to Frontline’s current Amended and Restated Bye-laws (subject to obtaining the requisite shareholder approval).

You should read carefully this Proxy Statement/Prospectus in its entirety for more detailed information concerning the Redomiciliation, especially the section entitled “Taxation” beginning on page 97 and “The Redomiciliation” beginning on page 55. In particular, you are directed to the proposed Discontinuation Amendment, a copy of which is attached to this proxy statement/prospectus as Annex A.

Vote Required for Approval

The approval of the Redomiciliation Proposal requires the affirmative vote of more than 50% of the votes cast by the holders of the ordinary shares of Frontline as of the record date present, in person or by proxy, and voting at the Special General Meeting. The Redomiciliation Proposal is not conditioned upon the Increase of Authorized Share Capital Proposal and the Adjournment Proposal.

Recommendation of the Board of Directors

FRONTLINE’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT FRONTLINE’S
SHAREHOLDERS VOTE “FOR” THE REDOMICILIATION PROPOSAL. WHEN YOU CONSIDER THE RECOMMENDATION OF FRONTLINE’S BOARD OF DIRECTORS, YOU SHOULD KEEP IN MIND THAT CERTAIN OF FRONTLINE’S DIRECTORS, EXECUTIVE OFFICERS AND MAJOR SHAREHOLDERS MAY HAVE INTERESTS IN THE MERGER THAT ARE DIFFERENT FROM, OR IN ADDITION TO, YOUR INTERESTS AS A SHAREHOLDER, WHICH ARE DESCRIBED ELSEWHERE IN THIS PROXY STATEMENT/PROSPECTUS.

PROPOSAL NO. 3 - THE ADJOURNMENT PROPOSAL

Adjournment Proposal

The Adjournment Proposal, if adopted, will allow Frontline’s Board of Directors to adjourn the Special General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to Frontline’s shareholders in the event that, based on the tabulated votes, there are not sufficient votes at the time of the Special General Meeting to approve one or more of the proposals presented at the Special General Meeting. In no event will Frontline’s Board of Directors adjourn the Special General Meeting or consummate the Redomiciliation beyond the date by which it may properly do so under Frontline’s Current Constitution and Bermuda law.

If the Adjournment Proposal is not approved by Frontline’s shareholders, Frontline’s Board of Directors may not be able to adjourn the Special General Meeting to a later date in the event that, based on the tabulated votes, there are not sufficient votes at the time of the Special General Meeting to approve the Redomiciliation.

Vote Required for Approval

The approval of the Adjournment Proposal requires the affirmative vote of more than 50% of the votes cast by the holders of the ordinary shares of Frontline as of the record date present, in person or by proxy, and voting at the Special General Meeting. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Recommendation of the Board of Directors

FRONTLINE’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT FRONTLINE’S SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are incorporating by reference Management’s Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 31, 2021 and December 31, 2020 under “Item 5—Operating and Financial Review and Prospects—A. Operating Results,” included in our 2021 Annual Report and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2022 included in our Report on Form 6-K filed with the SEC on September 9, 2022.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are incorporating by reference “Item 11 – Quantitative and Qualitative Disclosures about Market Risk” included in our 2021 Annual Report and “Quantitative and Qualitative Disclosures about Market Risk” in our Report on Form 6-K filed with the SEC on September 9, 2022.

BUSINESS

Our Company

We are Frontline Ltd., an international shipping company incorporated in Bermuda as an exempted company under the Companies Act on June 12, 1992 (Company No. EC-17460). Our registered and principal executive offices are located at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda, and our telephone number at that address is +(1) 441 295 6935.

We are engaged primarily in the ownership and operation of oil and product tankers. We operate through subsidiaries located in Bermuda, India, the Marshall Islands, Liberia, Norway, the United Kingdom and Singapore. We are also involved in the charter, purchase and sale of vessels.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC’s internet site is www.sec.gov. The address of the Company's internet site is www.frontline.bm. The information on our website is not incorporated by reference into this registration statement.

As of October 25, 2022, our fleet consisted of 70 vessels, with an aggregate capacity of approximately 13.1 million dwt:

Our Fleet

The following table sets forth certain information regarding the fleet that we operated as of October 25, 2022.

Key to Flags:

MI – Marshall Islands, HK – Hong Kong.

•

emphasizing operational safety and quality maintenance for all of our vessels and crews;

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ensuring that the work environment on board and ashore always meet the highest standards complying with all safety and health regulations, labor conditions and respecting human rights;

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complying with all current and proposed environmental regulations;

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outsourcing technical management and crewing;

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continuing to achieve competitive operational costs;

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achieving high utilization of our vessels;

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achieving competitive financing arrangements;

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achieving a satisfactory mix of term charters, contracts of affreightment, or COAs, and spot voyages; and

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developing and maintaining relationships with major oil companies and industrial charterers.

(i)

injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

(ii)

injury to, or economic losses resulting from, the destruction of real and personal property;

(iii)

loss of subsistence use of natural resources that are injured, destroyed or lost;

(iv)

net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

(v)

lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

(vi)

net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

MANAGEMENT

A. DIRECTORS AND SENIOR MANAGEMENT

The following table sets forth information regarding our executive officers and directors and certain key officers of our wholly owned subsidiary, Frontline Management AS, who are responsible for overseeing our management.

Certain biographical information about each of our directors and executive officers is set forth below.

John Fredriksen has served as a Director of the Company since November 3, 1997. Mr. Fredriksen was a director of Frontline 2012 at the date of the merger between Frontline and Frontline 2012. Mr. Fredriksen is also a Director of a related party Golden Ocean, a Bermuda company listed on Nasdaq and the OSE whose principal shareholder is Hemen.

James O’Shaughnessy has been a Director and member of the Audit Committee of the Company since September 2018. James O’Shaughnessy served as an Executive Vice President, Chief Accounting Officer and Corporate Controller of Axis Capital Holdings Limited since March 26, 2012. Prior to that Mr. O’Shaughnessy has served as Chief Financial Officer of Flagstone Reinsurance Holdings and as Chief Accounting Officer and Senior Vice President of Scottish Re Group Ltd., and Chief Financial Officer of XL Re Ltd. at XL Group plc. Mr. O’Shaughnessy received a Bachelor of Commerce degree from University College, Cork, Ireland and is a Chartered Director, Fellow of the Institute of Chartered Accountants of Ireland and an Associate Member of the Chartered Insurance Institute of the UK. 

Ola Lorentzon has been Director of the Company since May 2015. Mr. Lorentzon was the Managing Director of Frontline Management AS, a subsidiary of the Company, from April 2000 until September 2003. Mr. Lorentzon has served as a director of FLEX LNG Ltd. since June 2017 and is also a director and Chairman of Golden Ocean and a director of Erik Thun AB. Mr. Lorentzon was appointed Chairman of the Company in May 2021.

Ole B. Hjertaker has been a director of SFL Corporation Ltd. (“SFL”) since October 2019. Mr. Hjertaker has served as Chief Executive Officer of SFL since 2009 and served as Chief Financial Officer from 2006 to 2009. Prior to joining SFL, Mr.  Hjertaker was employed in the Corporate Finance division of DNB Markets, a leading shipping and offshore bank. Mr.  Hjertaker has extensive corporate and investment banking experience, mainly within the Maritime and Transportation industries, and holds a Master of Science degree from the Norwegian School of Economics and Business Administration.

Steen Jakobsen has served as a director of Flex LNG Ltd. since March 2021. Mr. Jakobsen joined Saxo Bank in 2000 and serves as Chief Investment Officer.  Mr. Jakobsen was the founder of then Saxo Bank’s renowned Outrageous Predictions. Prior to joining Saxo Bank, he worked with Swiss Bank Corp, Citibank, Chase Manhattan, UBS and served as Global Head of Trading, FX and Options at Christiania (now Nordea). Mr. Jakobsen graduated from the University of Copenhagen in 1989 with a MSc in Economics.

Marios Demetriades has been a Director of the Company since October 2022.  Mr. Demetriades is an experienced financial services professional with significant experience as a Non-Executive Director in various listed and private companies in the Banking, Infrastructure and Shipping industries, namely as Non-Executive Director and Chairman of the audit and risk committees of Gordian Holdings Ltd.; Non-Executive Director and member of the audit and risk committees of FxPro Financial Services Ltd.; Non-Executive Director, Chairman of the audit committee and member of the risk and compliance committees of BnkPro Europe Ltd.; and Non-Executive Director and Deputy Chairman of ADS Maritime Holdings. He previously served as the Minister of Transport, Communications and Works for the Republic of Cyprus from 2014 to 2018 and held various positions in the Accounting, Investment and Banking sectors. He is a qualified Chartered Accountant and Chartered Financial Analyst holder and a member of the CFA Institute, the Institute of Chartered Accountants in England and Wales and the Institute of Certified Public Accountants of Cyprus (ICPAC). Mr. Demetriades is a Cypriot citizen and resides in Cyprus.

Lars H. Barstad has served as Chief Executive Officer of Frontline Management AS since October 2020, and as Commercial Director since 2015. Mr. Barstad has close to 17 years’ experience in the wider shipping and oil trading industry, firstly as Director of Imarex Pte Ltd (now Marex) in Singapore. He joined Glencore Ltd in 2007, working in London as head of FFA trading. In 2012 he moved to Noble Group Ltd, heading up their freight derivatives desk in London with a cross commodities mandate. Mr. Barstad holds a BSc in Financial Economics from BI Norwegian Business School.

Inger M. Klemp has served as Chief Financial Officer of Frontline Management AS since June 1, 2006 and served as principal financial officer of Frontline 2012 at the date of the merger between Frontline and Frontline 2012. Mrs. Klemp has served as a director of Independent Tankers Corporation Limited since February 2008 and has served as Chief Financial Officer of Golden Ocean from September 2007 to March 2015. Mrs. Klemp served as Vice President Finance from August 2001 until she was promoted in May 2006. Mrs. Klemp graduated as MSc in Business and Economics from the Norwegian School of Management (BI) in 1986. Prior to joining the Company, Mrs. Klemp was Assistant Director Finance in Color Group ASA and Group Financial Manager in Color Line ASA, an OSE listed company and before that was Assistant Vice President in Nordea Bank Norge ASA handling structuring and syndication of loan facilities in the international banking market and a lending officer of Danske Bank A/S.

B. COMPENSATION

During the year ended December 31, 2021, we paid aggregate cash compensation of approximately $1.1 million and an aggregate amount of approximately $0.1 million for pension and retirement benefits to our directors and executive officers (six persons) of that fiscal year.

C. BOARD PRACTICES

In accordance with our current Amended and Restated Bye-Laws the number of directors shall be such number not less than two as our shareholders by Ordinary Resolution (defined below) may from time to time determine and each director shall hold office until the next annual general meeting following his or her election or until his or her successor is elected. We currently have four directors.

We currently have an audit committee, which is responsible for overseeing the quality and integrity of our financial statements and our accounting, auditing and financial reporting practices, our compliance with legal and regulatory requirements, the independent auditor’s qualifications, independence and performance and our internal audit function. In 2018, James O’Shaughnessy was appointed to serve on the Audit Committee. James O’Shaughnessy is the chairperson of the Audit Committee and the Audit Committee Financial Expert.

In lieu of a compensation committee comprised of independent directors, our Board of Directors is responsible for establishing the executive officers’ compensation and benefits. In lieu of a nomination committee comprised of independent directors, our Board of Directors is responsible for identifying and recommending potential candidates to become board members and recommending directors for appointment to board committees.

Our officers are elected by the Board of Directors as soon as possible following each Annual General Meeting and shall hold office for such period and on such terms as the Board of Directors may determine. For more information on our Board of Directors, please see “Recent Developments—The Combination Agreement – Board of Directors and Executive Management.”

There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service.

As a foreign private issuer, we are exempt from certain requirements of the NYSE that are applicable to U.S. listed companies. For a listing and further discussion of how our corporate governance practices differ from those required of U.S. companies listed on the NYSE, please see “Item 16G. Corporate Governance” of our 2021 Annual Report or visit the corporate governance section of our website at www.frontline.bm. The information on our website is not incorporated by reference into this Proxy Statement/Prospectus.

D. EMPLOYEES

As of September 30, 2022, we employed approximately 76 people in our offices in Bermuda, London, Glasgow, Oslo, Singapore and China, compared to 79 employees in 2021 and 84 employees in 2020. We contract with independent ship managers to provide technical management services in respect of our vessels.

E. SHARE OWNERSHIP

As of October 25, 2022, the beneficial interests of our directors and officers in our ordinary shares were as follows:

 

* Please see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” in our 2021 Annual Report.

Share Option Scheme

In September 2009, the Board of Directors approved a share option plan, or the Frontline Scheme. The Frontline Scheme permitted the Board of Directors, at its discretion, to grant options to acquire shares in the Company to employees and directors of the Company or its subsidiaries. The subscription price for all options granted under the scheme is reduced by the amount of all dividends declared by the Company in the period from the date of grant until the date the option is exercised, provided the subscription price is never reduced below the par value of the share. The vesting periods of options granted under the plan will be specific to each grant. There is no maximum number of shares authorized for awards of equity share options and authorized, un-issued or treasury shares of the Company may be used to satisfy exercised options.

In July 2016, the Company granted 1,170,000 share options with an exercise price of $8.00 per share, reduced for dividends paid of $2.30 per share up until December 31, 2020, to directors and officers in accordance with the terms of the Frontline Scheme. One third of the options vest over one year, one third vest over two years and one third vest over three years. The options have a five-year term. In November 2018, the Company granted an additional 180,000 options, all of which were to employees and none were to directors and officers.

In January 2020, the Company issued 798,000 ordinary shares under its share option scheme to Robert Hvide Macleod, former Chief Executive Officer of Frontline Management AS, at a strike price of $7.30 per share.

In July 2021, the Company issued 339,000 ordinary shares under its share option scheme at a strike price of $5.70 per share. The shares were issued to John Fredriksen (198,000 ordinary shares), Inger M. Klemp (120,000 ordinary shares), and Ola Lorentzon (21,000 ordinary shares).

In December 2021, the Board of Directors approved the grant of 1,280,000 synthetic options to employees and board members according to the rules of the Company’s synthetic option scheme approved on December 7, 2021. The synthetic options have a five-year term expiring in December 2026. The vesting period is 12 months for the first 27.5% of options, 24 months for the next 27.5% of options and 36 months for the final 45% of options. The synthetic options will be settled in cash based on the difference between the market price of the Company’s shares and the exercise price on the date of exercise, and as such, have been classified as a liability.

RELATED PARTY TRANSACTIONS

We are incorporating by reference the information set forth under “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” in our 2021 Annual Report and “Note 14. Related Party Transactions” in our Report on Form 6-K filed with the SEC on September 9, 2022.  Please also see “Recent Developments” in this Proxy Statement/Prospectus.

PRINCIPAL SHAREHOLDERS

The following table presents certain information as of October 25, 2022, regarding the ownership of our ordinary shares with respect to each shareholder whom we know to beneficially own more than 5% of our outstanding ordinary shares.

*Based on issued share capital of 222,622,889.

** C.K. Limited is the trustee of two trusts (the “Trusts”) settled by Mr. John Fredriksen. The Trusts indirectly hold all of the shares of Hemen and Greenwich Holdings Limited, the sole shareholder of Hemen. Accordingly, C.K. Limited, as trustee, may be deemed to beneficially own the 79,321,042 Ordinary Shares of the Company that are owned by Hemen and beneficially owned by Greenwich Holdings Limited. The beneficiaries of the Trusts are members of Mr. Fredriksen’s family. Mr. Fredriksen is neither a beneficiary nor a trustee of either Trust. Therefore, Mr. Fredriksen has no economic interest in such 79,321,042 Ordinary Shares and Mr. Fredriksen disclaims any control over such 79,321,042 Ordinary Shares, save for any indirect influence he may have with C.K. Limited, as the trustee of the Trusts, in his capacity as the settlor of the Trusts.

DESCRIPTION OF SHARE CAPITAL

The following is a summary of the description of our share capital. The following summary does not contain all of the information that you may find useful. For more complete information, you should read the description of our share capital and the material terms of our Current Constitution, as amended, our Amended and Restated Bye-Laws filed as an exhibit to the registration statement, which this Proxy Statement/Prospectus is a part of, as updated by annual and other reports and documents we file with the SEC after the date of this Proxy Statement/Prospectus and that are incorporated by reference herein, together with the Current Constitution, as amended, our Amended and Restated Bye-Laws, as amended, copies of which have been filed as exhibits thereto. Please see the section of this Proxy Statement/Prospectus entitled “Where You Can Find Additional Information.”

Authorized Capitalization

Under our Memorandum of Association, our authorized share capital consists of 500,000,000 ordinary shares, par value $1.00 per share, of which 222,622,889 shares were issued and outstanding as of September 30, 2022.

In addition, at the Special General Meeting of shareholders described herein, we are asking our shareholders to approve, among other things, an increase of Frontline’s authorized share capital from $500,000,000 (divided into 500,000,000 ordinary shares, par value $1.00), to $600,000,000 (divided into 600,000,000 ordinary shares, par value $1.00), by the creation of an additional 100,000,000 ordinary shares, par value $1.00, with such newly created ordinary shares to be of the same category and have the same rights and to rank pari passu with the existing ordinary shares in all respects.

Reconciliation of the Number of Ordinary Shares Outstanding through October 25, 2022

2018 ATM Program

In July 2018, we entered into an equity distribution agreement with Morgan Stanley & Co. LLC (“Morgan Stanley”) for the offer and sale of up to $100.0 million of ordinary shares through an at-the-market offering program (the “2018 ATM Program”). In October 2019, the 2018 ATM Program was completed. In the year ended December 31, 2019, we issued 11,037,273 shares pursuant to the 2018 ATM Program.

Trafigura Acquisition

In August 2019, we entered into a Sale and Purchase Agreement with Trafigura Maritime Logistics to acquire 10 Trafigura Suezmax tankers (the “Trafigura Acquisition”). We issued 16,035,856 shares as a part of the consideration for the Trafigura Acquisition.

2020 ATM Program

In June 2020, we entered into an equity distribution agreement with Morgan Stanley for the offer and sale of up to $100.0 million of ordinary shares through an at-the-market offering program (the “2020 ATM Program”). In the year ended, December 31, 2020, we issued zero shares pursuant to the 2020 ATM Program. In the year ended December 31, 2021, we issued 5,499,658 shares pursuant to the 2020 ATM Program.

2016 Share Option Scheme

In the year ended December 31, 2020, we issued 798,000 ordinary shares under our 2016 share option scheme (the “2016 Share Option Scheme”) to Robert Hvide Macleod, former Chief Executive Officer of Frontline Management AS, at a strike share price of $7.30 per share.

In the year ended December 31, 2021, we issued 339,000 ordinary shares under our 2016 Share Option Scheme at a strike price of $5.70 per share. The shares were issued to John Fredriksen (198,000 ordinary shares), Inger M. Klemp (120,000 ordinary shares) and Ola Lorentzon (21,000 ordinary shares).

2022 share exchange transaction

As of June 30, 2022, the Company had acquired 13,664,613 shares in Euronav in privately negotiated transactions with certain shareholders of Euronav. The Euronav shares were acquired in exchange for 19,091,910 Frontline shares with an aggregate fair value of $175.5 million. The fair value of the Euronav shares was $163.0 million as of June 30, 2022.

In connection with the above-referenced privately negotiated share exchange transactions, Frontline entered into a share lending arrangement with Hemen to facilitate settlement of such transactions. Pursuant to such arrangement Hemen delivered an aggregate of 19,091,910 Frontline shares to the exchanging Euronav holders in June 2022 and Frontline agreed to issue to Hemen the same number of shares of Frontline Ltd. in full satisfaction of the share lending arrangement. This share issuance to Hemen was completed in August 2022.

Ordinary Shares

Each outstanding ordinary share entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding preferred shares, holders of ordinary shares are entitled to receive ratably cash dividends, if any, declared by our Board of Directors out of funds legally available for dividends. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred shares having liquidation preferences, if any, the holders of our ordinary shares will be entitled to receive pro rata our remaining assets available for distribution. Holders of ordinary shares do not have conversion, redemption or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of ordinary shares are subject to the rights of the holders of any preferred shares, which we may issue in the future.

Preferred Shares

The material terms of any series of preferred shares that we may offer through a prospectus supplement will be described in that prospectus supplement. Bye-Law 4 of our Amended and Restated Bye-laws provides that any share in the Company may be issued with or have attached thereto such preferred, deferred, qualified or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may by Ordinary Resolution (defined below) determine. Bye-Law 7 of our Amended and Restated Bye-Laws provides that the Board of Directors may exercise all the powers of the Company to divide its shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions. Bye-Law 9 provides that subject to the Companies Act, any preference shares may, with the sanction of an Ordinary Resolution, be issued on terms (a) that they are to be redeemed on the happening of a specified event or on a given date; and/or (b) that they are liable to be redeemed at the option of the Company; and/or (c) if authorized by the memorandum of association , that they are liable to be redeemed at the option of the holder. An Ordinary Resolution is defined in Bye-Law 1 of our Amended and Restated Bye-laws as a resolution passed by a simple majority of votes cast at a general meeting of the Company. Our Board of Directors may be authorized to provide for the issuance of preferred shares in one or more series with designations as may be stated in the resolution or resolutions providing for the issue of such preferred shares provided that the terms and manner of redemption of any preferred shares that are redeemable shall be either as the Company may in general meeting determine or, in the event that the Company in general meeting may have so authorized, as our Board of Directors or any committee thereof may by resolution determine before the issuance of such shares pursuant to Bye-Law 9. Our Board of Directors will authorize the issuance of preferred shares only for a proper purpose and in our best interests. At the time that any series of our preferred shares is authorized, our Board of Directors will fix the dividend rights, any conversion rights, any voting rights, redemption provisions, liquidation preferences and any other rights, preferences, privileges and restrictions of that series, as well as the number of shares constituting that series and their designation. Our Board of Directors could, with the sanction of an Ordinary Resolution of our shareholders, cause us to issue preferred shares, which have voting, conversion and other rights that could adversely affect the holders of our ordinary shares or make it more difficult to effect a change in control. Our preferred shares, depending on the specific terms pursuant to which they are issued, could have the effect of diluting the share ownership of shareholders, including persons seeking to obtain control of us, thereby hindering a possible takeover attempt. In addition, our preferred shares could be issued with voting, conversion and other rights and preferences, which would adversely affect the voting power and other rights of holders of our ordinary shares.

Listing

Our ordinary shares are listed on the NYSE and OSE under the symbol “FRO.”

Transfer Agent

The registrar and transfer agent for our ordinary shares is Computershare Trust Company, N.A.

Comparison of Bermuda to Cyprus Corporate Law

Upon the Redomiciliation becoming effective by issuance of the Temporary Continuation Certificate, the Frontline Cyprus Amended and Restated Charter, will replace our Current Constitution and Amended and Restated Bye-Laws, including as amended by the Discontinuation Amendment as our constitutional documents after the Redomiciliation. The Frontline Cyprus Amended and Restated Charter of Frontline (Cyprus), if approved at the Special General Meeting, shall become effective immediately upon issuance of the Temporary Redomiciliation Certificate. The forms of Discontinuation Amendment to the Amended and Restated Bye-laws and the Frontline Cyprus Amended and Restated Charter are filed as Annex A and Annex B, respectively, to the registration statement of which this Proxy Statement/Prospectus is a part.

Although we anticipate that the Frontline Cyprus Amended and Restated Charter under Cyprus law will comprise substantially the same rights and protections for our shareholders and creditors as those they currently have under Bermuda law and our Current Constitution, there will be some differences between our new constitutional documents and Cyprus law, on one hand, and our Current Constitution  and Bermuda law, on the other hand, that may affect the rights of shareholders. Set forth below is a comparison of select provisions of the corporate laws of Bermuda and of Cyprus showing the default positions in each jurisdiction that will govern the company and our shareholders to the extent not otherwise provided for in our constitutional documents.

Comparison of Bermuda and Cyprus Corporate Law

The following table provides a comparison between some statutory provisions of the Cyprus Companies Law and the Companies Act, as amended, relating to shareholders’ rights.

TAXATION

The following discussion summarizes the material United States federal income tax and Bermuda and/or Cyprus tax consequences to United States Holders, as defined below, of ownership of ordinary shares and the Redomiciliation. This summary does not purport to deal with all aspects of United States federal income taxation and Bermuda and/or Cyprus taxation that may be relevant to an investor's decision to purchase ordinary shares, nor any tax consequences arising under the laws of any state, locality or other foreign jurisdiction.

United States Federal Income Tax Considerations

In the opinion of Seward & Kissel LLP, our United States counsel, the following are the material United States federal income tax consequences to us of our activities and to United States Holders of our ordinary shares. The following discussion of United States federal income tax matters is based on the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the U.S. Department of the Treasury, all of which are subject to change, possibly with retroactive effect. Except as otherwise noted, this discussion is based on the assumption that we will not maintain an office or other fixed place of business within the United States.

The Redomicilation

The Redomiciliation will constitute a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code, in which the holders of Frontline ordinary shares will be deemed to exchange their shares for equivalent shares of a Cyprus corporation. U.S. holders will not recognize taxable gain or loss as a result of the Redomiciliation for U.S. federal income tax purposes.

Taxation of the Company's Shipping Income: In General

The Company anticipates that it will derive substantially all of its gross income from the use and operation of vessels in international commerce and that this income will principally consist of freights from the transportation of cargoes, charter hire from time or voyage charters and the performance of services directly related thereto, which the Company refers to as "shipping income."

Shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States will be considered to be 50% derived from sources within the United States. Shipping income attributable to transportation that both begins and ends in the United States will be considered to be 100% derived from sources within the United States. The Company is not permitted by law to engage in transportation that gives rise to 100% United States source income.

Shipping income attributable to transportation exclusively between non-United States ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to United States federal income tax.

Based upon the Company's current and anticipated shipping operations, the Company's vessels will operate in various parts of the world, including to or from United States ports. Unless exempt from United States federal income taxation under Section 883 of the Code, or Section 883, the Company will be subject to United States federal income taxation, in the manner discussed below, to the extent its shipping income is considered derived from sources within the United States.

Application of Section 883

Under the relevant provisions of Section 883, the Company will be exempt from United States federal income taxation on its United States source shipping income if:

The United States Treasury Department has recognized each of Bermuda and Cyprus, the countries of incorporation of the Company before and after the Redomicilation and certain of its subsidiaries, as a qualified foreign country. In addition, the United States Treasury Department has recognized Liberia, the Republic of the Marshall Islands, Singapore and Bermuda, the countries of incorporation of certain of the Company's vessel-owning or chartering subsidiaries, as qualified foreign countries. Accordingly, the Company and its vessel owning subsidiaries satisfy the country of organization requirement.

Therefore, the Company's eligibility for exemption under Section 883 is wholly dependent upon being able to satisfy one of the stock ownership requirements.

Prior to the Merger, the Company qualified for exemption under Section 883 while Frontline 2012 Ltd. did not so qualify. In addition, the Company currently does not anticipate circumstances under which the Company would be able to satisfy the 50% ownership test described above. The Company’s ability to satisfy the Publicly-Traded Test is described below.

Under the Treasury Regulations, stock of a foreign corporation is considered "primarily traded" on an established securities market in a country if the number of shares of each class of stock that is traded during the taxable year on all established securities markets in that country exceeds the number of shares in each such class that is traded during that year on established securities markets in any other single country. The Company's ordinary shares were "primarily traded" on the NYSE during the 2020 taxable year.

Under the Treasury Regulations, the Company's ordinary shares will be considered to be "regularly traded" on the NYSE if: (1) more than 50% of its ordinary shares, by voting power and total value, is listed on the NYSE, referred to as the "Listing Threshold", (2) its ordinary shares are traded on the NYSE, other than in minimal quantities, on at least 60 days during the taxable year (or one-sixth of the days during a short taxable year), which is referred to as the "Trading Frequency Test"; and (3) the aggregate number of its ordinary shares traded on the NYSE during the taxable year are at least 10% of the average number of its ordinary shares outstanding during such taxable year (as appropriately adjusted in the case of a short taxable year), which is referred to as the "Trading Volume Test". The Trading Frequency Test and Trading Volume Test are deemed to be satisfied under the Treasury Regulations if the Company's ordinary shares are regularly quoted by dealers making a market in the ordinary shares.

The Company believes that its ordinary shares have satisfied the Listing Threshold, as well as the Trading Frequency Test and Trading Volume Tests, during the 2020 taxable year.

Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that stock of a foreign corporation will not be considered to be "regularly traded" on an established securities market for any taxable year during which 50% or more of such stock is owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons, or "5% Shareholders", who each own 5% or more of the vote and value of such stock, which is referred to as the "50% Override Rule." For purposes of determining the persons who are 5% Shareholders, a foreign corporation may rely on Schedules 13D and 13G filings with the U.S. Securities and Exchange Commission.

During the 2020 taxable year, 5% Shareholders owned less than 50% of the Company's ordinary shares for more than half the number of days in the year. Therefore, the Company was not subject to the 50% Override Rule, and therefore the Company believes that it satisfied the Publicly-Traded Test for the 2020 taxable year.

However, the Company may not satisfy the Publicly-Traded Test in future taxable years. In this regard, Hemen, who we believe to be a non-qualified shareholder, currently owns less than 50% of the ordinary shares. If Hemen and other 5% Shareholders hold more than 50% of our ordinary shares, the Company would be subject to the 50% Override Rule for such taxable year unless it could establish that, among the ordinary shares owned by the 5% Shareholders, sufficient shares are owned by qualified shareholders, for purposes of Section 883 of the Code, to preclude non-qualified shareholders from owning 50% or more of the Company's ordinary shares for more than half the number of days during the taxable year. The requirements of establishing this exception to the 50% Override Rule are onerous and the Company may not be able to satisfy them.

Taxation in Absence of Section 883 Exemption

If the benefits of Section 883 are unavailable for any taxable year, the Company's United States source shipping income will be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, which the Company refers to as the "4% gross basis tax regime". Since under the sourcing rules described above, no more than 50% of the Company's shipping income would be treated as being derived from United States sources, the maximum effective rate of United States federal income tax on the Company's shipping income would never exceed 2% under the 4% gross basis tax regime.

Gain on Sale of Vessels

Regardless of whether the Company qualifies for exemption under Section 883, the Company will not be subject to United States federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under United States federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by the Company will be considered to occur outside of the United States.

Taxation of United States Holders

The following is a discussion of the material United States federal income tax considerations relevant to an investment decision by a United States Holder, as defined below, with respect to the ordinary shares. This summary is not intended to be applicable to all categories of investors, such as dealers in securities, traders in securities that elect the mark-to-market method of accounting, banks, thrifts or other financial institutions, insurance companies, regulated investment companies, tax-exempt organizations, United States expatriates, persons that hold ordinary shares as part of a straddle, conversion transaction or hedge, persons who own 10% or more, actually or constructively, of our outstanding stock (by vote or value), persons deemed to sell ordinary shares under the constructive sale provisions of the Code, United States Holders whose "functional currency" is other than the United States dollar, holders required to recognize income for United States federal income tax purposes no later than when such item of income is included on an “applicable financial statement,” persons subject to the “base erosion and anti-avoidance” tax, or holders subject to the alternative minimum tax, each of which may be subject to special rules. In addition, this discussion is limited to persons who hold ordinary shares as "capital assets" (generally, property held for investment) within the meaning of Code Section 1221. This summary does not contain a detailed description of all the United States federal income tax consequences to United States Holders in light of their particular circumstances and does not address the Medicare tax on net investment income, or the effects of any state, local or non-United States tax laws. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under United States federal, state, local or foreign law of the ownership of ordinary shares.

As used herein, the term "United States Holder" means a beneficial owner of ordinary shares that is (i) a United States citizen or resident, (ii) a United States corporation or other United States entity taxable as a corporation, (iii) an estate, the income of which is subject to United States federal income taxation regardless of its source, or (iv) a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust.

If a partnership holds ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding ordinary shares, you are encouraged to consult your own tax advisor regarding the United States federal income tax consequences of owning an interest in a partnership that holds ordinary shares.

Distributions

Subject to the discussion of passive foreign investment companies below, any distributions made by the Company with respect to ordinary shares to a United States Holder will generally constitute foreign source dividends, which may be taxable as ordinary income or "qualified dividend income" as described in more detail below, to the extent of the Company's current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of the Company's earnings and profits will be treated first as a non-taxable return of capital to the extent of the United States Holder's tax basis in its ordinary shares on a dollar-for-dollar basis and thereafter as capital gain. Because the Company is not a United States corporation, United States Holders that are corporations will not be entitled to claim a dividends-received deduction with respect to any distributions they receive from the Company.

Dividends paid on ordinary shares to a United States Holder which is an individual, trust or estate (a "United States Non-Corporate Holder") will generally be treated as "qualified dividend income" that is taxable to such shareholder at preferential United States federal income tax rates provided that (1) the ordinary shares are readily tradable on an established securities market in the United States (such as the NYSE on which the ordinary shares are listed); (2) the Company is not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year (which the Company does not believe it is, has been or will be); and (3) the United States Non-Corporate Holder has owned the ordinary shares for more than 60 days in the 121-day period beginning 60 days before the date on which the ordinary shares become ex-dividend.

Any dividends paid by the Company which are not eligible for these preferential rates will be taxed as ordinary income to a United States Holder.

Special rules may apply to any “extraordinary dividend,” generally, a dividend paid by the Company in an amount which is equal to or in excess of 10% of a shareholder’s adjusted tax basis or dividends received within a one-year period that, in the aggregate, equal or exceed 20% of a shareholder's adjusted tax basis (or fair market value upon the shareholder's election) in an ordinary share. If the Company pays an “extraordinary dividend” on its ordinary shares that is treated as “qualified dividend income,” then any loss derived by a United States Non-Corporate Holder from the sale or exchange of such ordinary shares will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or other Disposition of Our Ordinary Shares

Assuming the Company does not constitute a passive foreign investment company for any taxable year, a United States Holder generally will recognize taxable gain or loss from U.S. sources upon a sale, exchange or other disposition of the Company's ordinary shares in an amount equal to the difference between the amount realized by the United States Holder from such sale, exchange or other disposition and the United States Holder's tax basis in the ordinary shares. Such gain or loss will be capital gain or loss and will be treated as long-term capital gain or loss if the United States Holder's holding period in the ordinary shares is greater than one year at the time of the sale, exchange or other disposition. Long-term capital gains of a United States Non-Corporate Holder are taxable at preferential United States federal income tax rates. A United States Holder's ability to deduct capital losses is subject to certain limitations.

Passive Foreign Investment Company Status and Significant Tax Consequences

Special United States federal income tax rules apply to a United States Holder that holds stock in a foreign corporation classified as a passive foreign investment company, or a PFIC, for United States federal income tax purposes. In general, the Company will be treated as a PFIC with respect to a United States Holder if, for any taxable year in which such holder held the Company's ordinary shares, either:

For purposes of determining whether the Company is a PFIC, the Company will be treated as earning and owning its proportionate share of the income and assets, respectively, of any of its subsidiary corporations in which it owns at least 25% of the value of the subsidiary's stock. Income earned, or deemed earned, by the Company in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute "passive income" unless the Company is treated under specific rules as deriving its rental income in the active conduct of a trade or business.

Based on the Company's current operations and future projections, the Company does not believe that it is, or that it has been, nor does it expect to become, a PFIC with respect to any taxable year. Although there is no legal authority directly on point, the Company's belief is based principally on the position that, for purposes of determining whether the Company is a PFIC, the gross income the Company derives or is deemed to derive from the time chartering and voyage chartering activities should constitute services income, rather than rental income. Correspondingly, the Company believes that such income does not constitute passive income, and the assets that the Company or its wholly owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, do not constitute assets that produce, or are held for the production of, passive income for purposes of determining whether the Company is a PFIC.

Although there is no direct legal authority under the PFIC rules, the Company believes there is substantial legal authority supporting its position consisting of case law and IRS pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, in the absence of any legal authority specifically relating to the Code provisions governing PFICs, the IRS or a court could disagree with our position. In addition, although the Company intends to conduct its affairs in such a manner as to avoid being classified as a PFIC with respect to any taxable year, there can be no assurance that the nature of its operations will not change in the future.

As discussed more fully below, if the Company were to be treated as a PFIC for any taxable year, a United States Holder would be subject to different taxation rules depending on whether the United States Holder makes an election to treat the Company as a "Qualified Electing Fund," which the Company refers to as a "QEF election." As an alternative to making a QEF election, a United States Holder should be able to elect to mark-to-market the Company's ordinary shares, which the Company refers to as a "Mark-to-Market election" as discussed below.

Taxation of United States Holders Making a Timely QEF Election

If a United States Holder makes a timely QEF election, which United States Holder is referred to by the Company as an "Electing United States Holder," the Electing United States Holder must report each year for United States federal income tax purposes its pro rata share of the Company's ordinary earnings and its net capital gain, if any, for the Company's taxable year that ends with or within the taxable year of the Electing United States Holder, regardless of whether or not distributions were received from the Company by the Electing United States Holder. The Electing United States Holder's adjusted tax basis in the ordinary shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the ordinary shares and will not be taxed again once distributed. An Electing United States Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of the ordinary shares. A United States Holder will be eligible to make a QEF election with respect to its ordinary shares only if the Company provides the United States Holder with annual tax information relating to the Company. There can be no assurance that the Company will provide such tax information on an annual basis.

Taxation of United States Holders Making a "Mark-to-Market" Election

Alternatively, if the Company were to be treated as a PFIC for any taxable year and, as anticipated, the ordinary shares are treated as "marketable stock," a United States Holder would be allowed to make a Mark-to-Market election with respect to the Company's ordinary shares. If that election is made, the United States Holder generally would include as ordinary income in each taxable year that the Company is a PFIC the excess, if any, of the fair market value of the ordinary shares at the end of the taxable year over such holder's adjusted tax basis in the ordinary shares. The United States Holder would also be permitted an ordinary loss for each such taxable year in respect of the excess, if any, of the United States Holder's adjusted tax basis in the ordinary shares over their fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the Mark-to-Market election. A United States Holder's tax basis in its ordinary shares would be adjusted to reflect any such income or loss amount. In any taxable year that the Company is a PFIC, gain realized on the sale, exchange or other disposition of the ordinary shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the ordinary shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the United States Holder.

Taxation of United States Holders Not Making a Timely QEF or Mark-to-Market Election

Finally, if the Company were to be treated as a PFIC for any taxable year, a United States Holder who does not make either a QEF election or a Mark-to-Market election for that year, who is referred to as a "Non-Electing United States Holder," would be subject to special rules with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing United States Holder on the ordinary shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing United States Holder in the three preceding taxable years, or, if shorter, the Non-Electing United States Holder's holding period for the ordinary shares), and (2) any gain realized on the sale, exchange or other disposition of the ordinary shares. Under these special rules:

These penalties would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of the ordinary shares. If a Non-Electing United States Holder who is an individual dies while owning the ordinary shares, the successor of such deceased Non-Electing United States Holder generally would not receive a step-up in tax basis with respect to such stock.

PFIC Annual Filing Requirements

If the Company were to be treated as a PFIC for any taxable year, a United States Holder will generally be required to file an information return on an IRS Form 8621 with respect to its ownership of the Company’s ordinary shares.

Backup Withholding and Information Reporting

In general, dividend payments, or other taxable distributions, made within the United States to a United States Holder and proceeds from the sale or other disposition of the ordinary shares that are paid to a United States Holder within the United States (and in certain cases, outside the United States) will be subject to information reporting requirements. Such payments will generally also be subject to "backup withholding" if paid to a non-corporate United States Holder who:

Backup withholding is not an additional tax. Rather, a taxpayer generally may obtain a refund of any amounts withheld under backup withholding rules that exceed the taxpayer's income tax liability by filing a refund claim with the IRS.

Other U.S. Information Reporting Obligations

Individuals who are United States Holders (and to the extent specified in applicable Treasury Regulations, certain United States entities) who hold "specified foreign financial assets" (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury Regulations). Specified foreign financial assets would include, among other assets, the ordinary shares, unless the ordinary shares are held through an account maintained with a United States financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual United States Holder (and to the extent specified in applicable Treasury Regulations a United States entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of United States federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. United States Holders (including United States entities) are encouraged to consult their own tax advisors regarding their reporting obligations under this legislation.

Bermuda Taxation

As of the date of this registration statement, we are not subject to taxation under the laws of Bermuda and distributions to us by our subsidiaries also are not subject to any Bermuda tax. As of the date of this document, there is no Bermuda income, corporation or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by non-residents of Bermuda in respect of capital gains realized on a disposition of our ordinary shares or in respect of distributions by us with respect to our ordinary shares. This does not, however, apply to the taxation of persons ordinarily resident in Bermuda. Bermuda holders should consult their own tax advisors regarding possible Bermuda taxes with respect to dispositions of, and distributions on, our ordinary shares. The Minister of Finance in Bermuda has granted the Company a tax exempt status until March 31, 2035, under which no income taxes or other taxes (other than duty on goods imported into Bermuda and payroll tax in respect of any Bermuda resident employees) are payable by the Company in Bermuda. If the Minister of Finance in Bermuda does not grant a new exemption or extend the current tax exemption, and if the Bermudian Parliament passes legislation imposing taxes on exempted companies, the Company may become subject to taxation in Bermuda after March 31, 2035.

Currently, there are no withholding taxes payable in Bermuda on dividends distributed by the Company to its shareholders.

Cyprus Taxation

Cyprus Income Tax Considerations

The following are the material Cyprus income tax consequences to Frontline (Cyprus) and its shareholders under the provisions of the Cyprus tax law, provided Frontline (Cyprus) is considered to be a Cyprus tax resident entity. The following discussion of Cyprus income tax matters is based on the provisions of Cyprus tax law and practice, including administrative pronouncements, and existing and proposed regulations issued by the Cyprus government all of which are subject to change, possibly with retroactive effect. Except as otherwise noted, this discussion is based on the assumption that Frontline (Cyprus) shall maintain an office or other fixed place of business within the Republic of Cyprus.

The Redomicilation

The transfer of the Company Seat through the redomiciliation process will not cause exposure to Cyprus tax.

Taxation of Frontline (Cyprus)’s Income: In General

Cyprus tax law does not provide for group profits taxation. Each entity of the group shall be subject to tax in Cyprus provided it shall be a Cyprus tax resident entity (noting also the Controlled Foreign Company (“CFC”) provisions discussed below).

Following Redomiciliation and obtaining Cyprus tax residency, the income of Frontline Plc shall be subject to the provisions of Cyprus tax laws which include CFC provisions. Under the Cyprus CFC provisions, the profits of non-Cyprus tax resident subsidiaries that are not subject to or are exempted from tax in Cyprus, may be included in the taxable income of the Cyprus tax resident parent and taxed accordingly, where the subsidiary shall be considered to be a controlled company.

Income received in the form of dividends by Cyprus tax resident companies from other Cyprus companies shall be exempt from tax in Cyprus. Dividends received from non-Cyprus companies shall also be exempt provided that such dividends are paid out of profits that arise out of non-passive activities.

Income received in the form of interest not in the ordinary course of business shall be subject to Special Contribution Tax (“SDC”) at the rate of 30%, whereas interest received in the ordinary course of business shall be included for assessment as corporate profits at the prevailing tax rate of 12,5% and excluded from SDC.

Shipping profits generated by Cyprus tax resident entities shall ordinarily be assessed as corporate profits and taxed at the rate of 12,5%, unless these shall qualify under the provisions of the Cyprus Tonnage Tax System which, where applied, provides for taxation on the basis of the net tonnage of the qualifying ships concerned, and excludes the qualifying shipping income from any other form of taxation in Cyprus.

Taxation of Frontline (Cyprus)’s Shipping Income: The Cyprus Tonnage Tax System

Entering the Tonnage Tax System (“TTS”) is automatic for all owners of Cyprus flagged qualifying vessels which are involved in a qualifying shipping activity (in relation to such shipping activities)  irrespective of tax residency (and therefore the laws of the jurisdiction of tax residency shall need to also be observed), whereas it is optional for owners of EU flagged qualifying vessels which are involved in a qualifying shipping activity, provided they are Cyprus tax residents. TTS is also available as an option to owners of mixed flag fleets consisting of EU and non-EU flagged qualifying vessels, provided they are Cyprus tax residents and they meet the “EU flag share requirement.”

Entering TTS is optional for charterers of qualifying EU flagged vessels involved in qualifying shipping activities, provided they are Cyprus tax residents. Charterers of mixed fleets are eligible to apply for TTS subject to EU flag share requirements, as referenced above and provided that they maintain a minimum share of fleet in ownership versus the chartered in fleet of 25% (reduced to 10% in the case of the fleet being comprised of 100% EU flagged ships).

Entering TTS is also optional for ship managers that are Cyprus tax residents and offer qualifying ship management services to qualifying vessels of any flag, provided:

In the case where the qualifying owner/charterer/manager who opts to apply the TTS, is part of a group of companies which are Cyprus tax resident and exercise the same activity as the applicant, then all such group companies must enter TTS. This is what is defined as the “all or nothing” provision of the TTS Law.

Opting to be taxed under TTS results in the obligation to remain within TTS for a period of 10 years. Exiting earlier may cause the beneficiary to become taxed under corporate tax for all years that such beneficiary was under TTS and liable for any resulting additional taxes.

Where the activities of an entity are mixed (i.e. involve both qualifying shipping activities and non-qualifying activities), TTS is only applied to the qualifying shipping activities and normal corporation tax shall be applied to the remaining activities.

Interest earned on balances in bank accounts which are used as working capital or balances which result solely from a qualifying shipping activity, shall fall as income under TTS and shall be exempt from all other taxes, on the proviso that such accounts are used solely for the financing of the qualifying shipping activities.

Gain on Sale of Vessels

Gains realized by Cyprus tax resident entities from the sale of vessels shall ordinarily be assessed as corporate profits and taxed at the rate of 12.5%, unless these shall qualify under TTS.  Such profits shall be calculated as the difference between the disposal profits and the tax written down value of the vessel and shall be limited to the amount of capital allowances claimed on the vessel.  Where TTS is applied instead, the gains on the disposal of a qualifying vessel under TTS shall be deemed to be qualifying shipping income and shall be exempt from corporate tax.

Distributions

No withholding tax (“WHT”) is applied on dividend distributions to non-Cyprus tax resident shareholders by Frontline Plc as an entity listed in a recognized stock exchange (as defined by Article 1 of Regulation 596/2005).

Corporate shareholders who are tax residents of a jurisdiction included in the EU list of non-cooperative states for tax purposes, or who are incorporated under the laws of such a jurisdiction without being tax residents of another jurisdiction that is not included in the said EU list, may be subject to Special Contribution Tax (“SDC”) at the rate of 17% on dividends paid to them by  a Cyprus tax resident company that is not listed in a recognized stock exchange.

SDC is payable on dividend distributions to Cyprus tax residents and domiciled non-corporate shareholders at the rate of 17%. Dividend payments to Cyprus tax resident corporate shareholders or Cyprus tax residents but non-domiciled, non-corporate shareholders, shall be exempt from SDC.

Sale, Exchange or other Disposition of Shares

The gain on disposal of shares is not taxable income under the provisions of the Cyprus income tax law, but may be considered to be taxable under the provisions of the Cyprus Capital Gains Tax Law at the rate of 20%, where the entity whose titles are the subject matter of the sale owns directly or indirectly immovable property in Cyprus.

Material Tax Consequences of the Redomiciliation

We do not believe that we or our shareholders will be subject to taxation in Bermuda or Cyprus as a result   of the Redomiciliation. Specifically, in relation to Cyprus tax law provisions, no taxing circumstances arise at the time of the Redomiciliation of Frontline (Cyprus) and, consequently, no tax liabilities arise as a result of any provision under Cyprus tax law. However, the provisions of Cyprus tax law shall apply on the assessment of the incomes of Frontline (Cyprus), which may result in a higher tax rate being applied to taxable profits, depending on the nature of such profits and/or income. Similarly, the provisions of the Cyprus tax law and double tax treaties shall generally apply in relation to the distributions of profits by the company to its shareholders.

We expect the Redomiciliation to qualify as a tax-free “reorganization” for purposes of U.S. federal income tax matters and, as such, we expect that neither we nor U.S. Holders will be subject to U.S. federal income taxation as a result of the Redomiciliation.

ACCOUNTING TREATMENT OF THE REDOMICILIATION

There will be no material accounting effect or change in the carrying amount of the consolidated assets and liabilities of Frontline Ltd. as a result of the Redomiciliation. The consolidated business, capitalization, assets, liabilities and financial statements of Frontline Ltd. immediately following the Redomiciliation will be the same as those of Frontline Ltd. immediately prior to thereto.

LEGAL MATTERS

Certain legal matters in connection with this offering relating to U.S. and New York law are being passed upon for us by Seward & Kissel LLP, New York, New York. Certain legal matters in connection with this offering relating to Bermuda law are being passed upon for us by MJM Limited, Hamilton, Bermuda. The validity of the securities offered by this Proxy Statement/Prospectus will be passed upon for us by K.C. Saveriades & Co. LLC.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this Proxy Statement/Prospectus by reference to the 2021 Annual Report have been so incorporated in reliance on the report of PricewaterhouseCoopers AS, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. PricewaterhouseCoopers AS is a member of Den norske Revisorforening.

WHERE YOU CAN FIND MORE INFORMATION

We are required to file annual and current reports, and other information with the SEC. Our filings with the SEC are available to the public through the SEC’s Internet site at http://www.sec.gov.

We have filed with the SEC a registration statement on Form F-4 relating to the securities covered by this Proxy Statement/Prospectus. This Proxy Statement/Prospectus is a part of the registration statement and does not contain all of the information in the registration statement. Whenever a reference is made in this Proxy Statement/Prospectus to a contract or other document of ours, please be aware that the reference is only a summary and that you should refer to the exhibits that are a part of the registration statement for a copy of the contract or other document. You may review a copy of the registration statement through the SEC’s Internet site.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Proxy Statement/Prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c) or 15(d) of the Exchange Act after the date of this Proxy Statement/Prospectus and on or before the effective date of the Redomiciliation (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with the SEC rules):

ANNEX A: PROPOSED DISCONTINUATION AMENDMENT TO  AMENDED AND RESTATED BYE-LAWS

To approve an amendment to the Company’s Amended and Restated Bye-laws by the inclusion of a new Bye-law 157 as follows:

CONTINUATION

157. Subject to the Companies Act, the Company may by Ordinary Resolution, approve the discontinuation of the Company in Bermuda and the continuation of the Company in a jurisdiction outside Bermuda.

ANNEX B: PROPOSED  FRONTLINE CYPRUS AMENDED AND RESTATED CHARTER

THE COMPANIES LAW CAP. 113

PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

FRONTLINE PLC

THE COMPANIES LAW, CAP. 113

PUBLIC COMPANY LIMITED BY

SHARES ARTICLES OF

ASSOCIATION

OF FRONTLINE PLC

INTERPRETATION

“Board or Board of Directors” means the board of directors of the Company.

“Company” means this company, Frontline Plc

“Combination Agreement” means the agreement between the Company and Euronav dated 10^th July, 2022.

“Combined Company” means the Company, as a result of the Merger, following Merger Completion.

“Directors” means the directors of the Company or where the context requires, directors of the Company which are present at a meeting of directors which has been duly convened and at which there is a quorum.

“Electronic Register” means an electronic system or register of members relating to Uncertificated Shares for enabling the title to or ownership in those shares to be evidenced and transferred without any certificate, or written instrument, of title (including share certificate) and includes an “overseas register” kept by, or on behalf of, or for, the Company (as the case may be) under or pursuant to sections 114, 115, 116, and 117A of the Law.

“Euronav” means Euronav NV of Belgium with company number BE0860.402.767 at the Crossroads Bank for Enterprises (RLE Antwerp, division Antwerp).

“Euronav Board” means the Supervisory Board of Euronav.

“Euronav Shares” means outstanding shares in Euronav.

“Hemen” means Hemen Holding Limited of Cyprus, with registration number HE87804.

“Listed Company” means a “company admitted to a regulated market” as defined in section 2 of the Law or admitted to an unregulated market; for the purposes of this definition, such admission includes the admission to trading on a Stock Exchange of shares or interests in shares (including instruments or depository receipts (DRs) or other equity or non-equity securities relating to shares) or of debentures.

“Listed Share” means a share in the Company admitted to, quoted, listed or otherwise dealt in, on any Stock Exchange and “Listed Shares” shall be construed accordingly.

“Member” means member of the Company.

“Merger” means the cross border merger of Euronav into the Company, whereby all assets, rights and liabilities of Euronav are transferred from Euronav to the Company, with the Company as the surviving entity and Euronav dissolving without going into liquidation in accordance with the provisions of the Law and the Belgian Code of Companies and Associations (Wetboek van vennootschappen en verenigingen) as amended from time to time in accordance with the terms of the Combination Agreement.

“Merger Completion” means the completion of the Merger in accordance with the terms of the Combination Agreement, as confirmed by any one of the Directors or the Secretary of the Company in writing.

“Office” means the registered office of the Company.

“Person” means both natural and legal person.

“Register” means the register of members of the Company and includes any branch register.

“Representatives” means in relation to any Person, the (managing) directors, officers, managers, employees, agents, consultants, external advisers, auditors and other representatives of such Person and, in the case of a trust, any trustee, settlor or protector of such trust (excluding for the avoidance of doubt any beneficiary of such trust).

“Secretary” means any person appointed to perform the duties of the secretary of the Company and includes an assistant secretary.

“Squeeze Out” means a compulsory acquisition of the remaining Euronav Shares by the Company not held by it following the Tender Offer Settlement in accordance with article 7:82, § 1 of the Belgian Code of Companies and Associations (Wetboek van vennootschappen en verenigingen) as amended from time to time and articles 42 and 43 of the Takeover Decree.

“Stock Exchange” means a recognised, regulated or unregulated stock exchange, investment market, securities exchange or other market including (without prejudice or limitation to the generality of the foregoing) the New York Stock Exchange, the Oslo Stock Exchange and Euronext Brussels.

“Takeover Decree” means the Belgian Royal Decree on public takeovers dated 1 April 2007, as amended from time to time.

“Takeover Law” means the Belgian Law on public takeovers dated 1 April 2007, as amended from time to time.

“Tender Offer” means a voluntary exchange offer by the Company to the shareholders of Euronav for their respective Euronav Shares as well as any re-opening thereof, in accordance with the terms of the Combination Agreement.

“Tender Offer Completion” means if it occurs the settlement pursuant to the Combination Agreement of the initial acceptance period of the Tender Offer on the date that will be announced as the case may be in a press release by Frontline communicating the results of such initial acceptance period.

“Tender Offer Settlement” means Tender Offer Completion and any settlement of any subsequent re-opening or extension of an acceptance period of the Tender Offer.

“the Law” means the Companies Law, Cap. 113 or any law substituting or amending the same.

“the Seal” means the common seal of the Company.

“Uncertificated Share” means a Listed Share with respect to which:

and, the transfer of legal title to, or ownership in, the Listed Share is not conditional on having a share certificate and “Uncertificated Shares” shall be construed accordingly.

“Written or in writing” means expressions referring to writing, unless the contrary intention appears, and shall be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.

Words suggesting the singular shall be deemed to include the plural and vice versa and words suggesting the masculine gender shall be deemed to include the feminine gender.

Words referring to persons shall be deemed to include companies, entities with or without limited liability other legal persons and the term debenture and debenture holder shall include debenture stock titles and debenture stock holders.

Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Law or any statutory modification thereof in force at the date at which these Articles become binding on the Company.

A reference to a “regulation” is a reference to a regulation of these Articles unless expressly stated otherwise.

PRELIMINARY

SHARE CAPITAL AND VARIATION OF RIGHTS

PROVIDED THAT when the Company is a public company Proposed Shares shall not be issued at a discount; and

PROVIDED THAT NO Proposed Shares shall be issued as a share of the Company liable to be redeemed by the Company at the option of its holder or the Company or otherwise, unless or until the terms and manner of redemption are provided in the Articles.

Notwithstanding the above, but always subject to the provisions of section 112 of the Law, the Company may if it so desires and if it has been notified in writing thereof, recognise the existence of a trust on any share although it may not register the same in the Register of the Company. Such recognition by the Company is made known to the trustees by letter and is irrevocable as long as such trust remains in existence, even though trustees or any of them may be replaced.

LIEN

ISSUE OF SHARES/PRE-EMPTIVE RIGHTS

(b) The pre-emptive rights of the members as described in regulation 21(a) above shall not apply to shares proposed to be issued other than for cash consideration, however shall apply and have effect mutatis mutandis to any proposed issue for cash of (a) debentures convertible into shares of the Company; and (b) options to subscribe for shares in the Company.

The pre-emptive rights of the members as described in regulation 21(a) above can only be excluded or restricted by way of a resolution of the General Meeting pursuant to sections 60B and 59A of the Law.

(c) This regulation 21 is supplemental to and shall complement (NOT substitute), section 60B of the Law.

CALLS ON SHARES

TRANSFER OF SHARES