Frontline plc 6-K, filed Apr 9, 2025
Frontline plc (FRO)
6-K
2025-04-09
For: 2024-12-31
View Original
Added on
April 10, 2026
About this 6-K
Frontline plc filed this 6-K on April 9, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13A-16 OR 15D-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of April 2025
Commission File Number: 001-16601
FRONTLINE PLC
(Translation of registrant's name into English)
8, Kennedy Street, Iris House, Off. 740B, 3106 Limmasol, Cyprus
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] Form 40-F [ ]
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached hereto as Exhibit 1 is a copy of the press release issued by Frontline plc (the “Company”) on April 7, 2025,
announcing the filing of its annual report for the year ended December 31, 2024.
Attached hereto as Exhibit 2 is a copy of the Company’s annual report for the year ended December 31, 2024.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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FRONTLINE PLC
(registrant)
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Dated: April 9, 2025
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By:
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/s/ Inger M. Klemp
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Name: Inger M. Klemp
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Title: Principal Financial Officer
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EXHIBIT 1
FRO – Filing of Annual Report
07.04.2025
Frontline plc (the “Company”) announces the filing of its annual report for the year ended December 31, 2024.
The annual report can be downloaded from the Company’s website www.frontlineplc.cy or from the link below. Additionally, shareholders can request a hard copy of our complete
audited financial statements free of charge by writing to us at:
John Kennedy
8 Iris Building, 7th floor, Flat/Office 740B,
3106, Limassol, Cyprus.
John Kennedy
8 Iris Building, 7th floor, Flat/Office 740B,
3106, Limassol, Cyprus.
or sending an e-mail to ir@frontmgt.no
April 7, 2025
Frontline plc
Limassol, Cyprus.
Frontline plc
Limassol, Cyprus.
Questions should be directed to:
Lars H. Barstad: Chief Executive Officer, Frontline Management AS
+47 23 11 40 00
Inger M. Klemp: Chief Financial Officer, Frontline Management AS
+47 23 11 40 00
+47 23 11 40 00
Inger M. Klemp: Chief Financial Officer, Frontline Management AS
+47 23 11 40 00
EXHIBIT 2
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
FRONTLINE PLC
CONTENTS
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BOARD OF DIRECTORS AND OTHER OFFICERS
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3
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STATEMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OTHER RESPONSIBLE PERSONS OF THE COMPANY FOR THE FINANCIAL STATEMENTS
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5
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CORPORATE GOVERNANCE REPORT
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6
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REMUNERATION REPORT
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14
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MANAGEMENT REPORT
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19
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CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
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46
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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47
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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
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48
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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50
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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
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52
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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53
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PARENT COMPANY FINANCIAL STATEMENTS AND NOTES
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95
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INDEPENDENT AUDITOR’S REPORT
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113
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Throughout this annual report, the “Company,” “we," “us” and “our” all refer to Frontline plc
and its subsidiaries. We use the term deadweight ton (“dwt”) in describing the size of vessels. Dwt, expressed in metric tons, which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. The
Company operates oil tankers of two sizes: very large crude carriers (“VLCCs”) which are between 200,000 and 320,000 dwt, and Suezmax tankers, which are vessels between 120,000 and 170,000 dwt. The Company also operates LR2/Aframax tankers, which
are clean product tankers and range in size from 110,000 to 115,000 dwt. The Company defines an ECO vessel as a vessel with certain specifications that improve fuel consumption performance as compared to the previous generation of vessels.
Typically built from 2015 onwards, ECO vessels have improved hull and engine designs to maximize operational performance according to today’s operational profiles. The Company also designates vessels as ECO if they have undergone retrofits such
as de-rating to improve specific fuel consumption at today’s market speeds, installing propulsion improvement devices, or upgrading engine and equipment to bring the consumption performance of older vessels into line with those constructed from
2015 onwards. All ECO-vessels meet EEXI certification requirements. Unless otherwise indicated, all references to “USD,” “US$” and “$” in this annual report are U.S. dollars.
FRONTLINE PLC
BOARD OF DIRECTORS AND OTHER OFFICERS
2024
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 current directors and executive officers is set forth below.
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. Mr. Lorentzon was also a director and
Chairman of Golden Ocean until March 2025. Mr Lorentzon was appointed Chairman of the Company in May 2021.
John Fredriksen has been a Director of the Company since November 3, 1997. Mr. Fredriksen
was a director of Frontline 2012 at the date of the merger between the Company and Frontline 2012 Ltd. Mr. Fredriksen was also a director of Golden Ocean until March 2025.
James O’Shaughnessy has been a Director and member of the Audit and Risk Committee of the
Company since September 2018. Mr. O’Shaughnessy served as an Executive Vice President, Chief Accounting Officer and Corporate Controller of Axis Capital Holdings Limited up to March 26, 2012. Prior to that Mr. O’Shaughnessy has among others
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. Mr. O’Shaughnessy
also serves as a director and member of the audit committees of SFL Corporation Ltd (“SFL”), Golden Ocean Group Limited (“Golden Ocean”), Archer Limited, Avance Gas Holding Ltd. (“Avance Gas”), and various insurance entities.
Steen Jakobsen has been a Director of the Company since May 2022. Mr. 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.
Cato Stonex has been a Director of the Company since December 2023. Mr. Stonex has had a
long career in Fund management, initially with J Rothschild Investment Management. He was then a founder partner of Taube Hodson Stonex (THS) for 20 years, which managed institutional portfolios of Global Equity mandates. THS was sold to GAM in
2016, since when he has established Partners Investment Company, which has focused on stock picking in small and mid cap equities, largely in Europe. In 2021 Partners Investment Company became Stonex Capital Partners Ltd and that same year Mr.
Stonex also funded WMC Capital Ltd, an investment company focused on the recovery of the global shipping industry. He has also been involved in a range of other business areas. He has been a long-term investor in German property and is a founder
and director of Obotritia, a German conglomerate with interests in property, venture capital and banking. Since 2016 he has been a director of two Spanish property companies, Axiare and Arima, the first of which was sold in 2018 and the second
which is listed on the Madrid stock exchange. He has a range of other private business interests. He holds an undergraduate degree from the London School of Economics and Political Science, where he served for ten years as a Governor and is now
an Emeritus
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Governor. He has chaired its Development Committee, and is now an advisor to the Endowment Investment Committee.
He is closely involved with LSE Ideas, a leading academic think tank. Mr. Stonex was also a director of Golden Ocean until March 2025.
Maria Papakokkinou has been a Director of the Company since December 2024. Dr. Papakokkinou
holds the position of Chief Operation Officer and is a member of the board of directors of IXI Fund Managers Ltd, Cyprus and is also a non- executive director in the board of directors of National Bank of Greece (Cyprus) Ltd. She has previously
worked as Group Portfolio Manager in IKOS CIF Ltd, Cyprus, as Vice President of the Commodity Derivatives Desk in Citigroup London and as an associate at the FX and Commodities Trading Desk in JP Morgan Chase, London. She has an honors degree in
Mathematics from Imperial College London, an MPhil in Financial Engineering from Sidney Sussex College UK and a PhD in Mathematical Finance from Imperial College, London.
Ørjan Svanevik has been a Director of the Company since December 2024. Mr. Svanevik holds
the position of investment director in Seatankers Management Norway. He has broad operational experience, including serving as CEO of Arendals Fossekompani, Head of M&A at Aker and Chief Operating Officer of Kværner, in addition to holding
chair – and board positions in listed companies including Mowi, Volue, Seadrill and Archer Limited. Today, Mr Svanevik is a board member of, among others, Axactor, Western Bulk and Paratus Energy. He holds an MSc in Economics and Business
Administration (Siviløkonom) from the Norwegian Business School (BI), an MBA from Thunderbird and an AMP from Harvard.
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 more than 20 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 the Company and Frontline 2012 Ltd. 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.
Refer to the Remuneration Report for further details, including start or end date to the extent applicable to the reporting period.
K. C. SAVERIADES & CO. LLC
COMPANY SECRETARY
John Kennedy Street,
IRIS House, Office 740B,
3106 Limassol, Cyprus
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FRONTLINE PLC
STATEMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OTHER RESPONSIBLE
PERSONS OF THE COMPANY FOR THE FINANCIAL STATEMENTS
2024
In accordance with Article 9 sections (3c) and (7) of the Transparency Requirements (Securities for Trading on Regulated Markets)
Law of 2007 of Cyprus (“Law”) we, the members of the Board of Directors (“the Board”) and other responsible persons for the consolidated financial statements and the parent company financial statements of Frontline Plc (“the Company”), for the
year ended December 31, 2024 confirm that, to the best of our knowledge:
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(i)
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were prepared in accordance with IFRS® Accounting Standards, as adopted by the European Union in accordance with provisions of Article 9, section 4 of the Law, and
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(ii)
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give a true and fair view of the assets, liabilities, financial position and profit or loss of Frontline Plc and the undertakings included in the
consolidated financial statements taken as a whole, and
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b)
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the Management Report includes a fair review of the development and performance of the business and the position of Frontline Plc and the
undertakings included in the consolidated financial statements taken as a whole, together with a description of the principal risks and uncertainties that they face.
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Limassol, April 7, 2025
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FRONTLINE PLC
CORPORATE GOVERNANCE REPORT 2024
Introduction
The Company was registered and is validly existing and in good standing as a Cyprus public company limited by shares, under
registration number 442213 as from December 30, 2022 following its redomiciliation from Bermuda to Cyprus pursuant to the provisions of sections 354 B-H of the Cyprus Companies’ Law Cap. 113 (the “Law”).
The Amended and Restated Memorandum and Articles of Association of the Company were approved by a special resolution of the
shareholders of the Company dated December 20, 2022 and were rendered effective by operation of law on December 30, 2022, the date on which the Company was officially redomiciled to Cyprus.
Prior to the redomiciliation, Frontline Ltd.’s ordinary shares were listed on the New York Stock Exchange (“NYSE”) and Oslo Stock
Exchange (“OSE”) under the symbol “FRO.” Upon effectiveness of the Redomiciliation, Frontline plc’s ordinary shares continue to be listed on the NYSE and OSE. The NYSE is our primary listing and the OSE is our secondary listing.
Part A
In accordance with section 4.4(1) of the Oslo Børs Rule Book II, as a Company registered in Cyprus with a secondary listing on the
OSE and with Norway as its host state, we may prepare our corporate governance report in accordance with a code of practice equivalent to the Norwegian Code of Practice for Corporate Governance that is applicable in the state where we are
registered or in our primary market. We do not use the code of practice applicable in our primary market as pursuant to an exception under the NYSE listing standards available to foreign private issuers, we are not required to comply with all of
the corporate governance practices followed by U.S. companies under the NYSE listing standards. As such, we have prepared this corporate governance report in accordance with the Cyprus Stock Exchange Corporate Governance Code 6th revised edition
- April 2024 (“CSE Code”) which is publicly available on the Cyprus Stock Exchange's website at www.cse.com.cy.
The Company is not required to comply with the CSE Code, the Norwegian Code of Practice for Corporate Governance, or the corporate
governance practices followed by U.S. companies under the NYSE listing standards. The Company has reported the extent to which its current corporate governance practices align with the principles and underlying applicable provisions of the CSE
Code on a comply or explain basis. The Company's corporate governance practices as documented herein are applicable throughout the consolidated group to which it belongs.
Part B
The Company's current corporate governance practices align with the principles and underlying applicable
provisions of the CSE Code, except as follows:
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A.2.2 - The Board is comprised of non-executive directors only who are responsible for overseeing our management led by our Chief Executive Officer. The Board
considers this to be an appropriate governance and management structure.
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C.3.1 - The Audit and Risk Committee is comprised of one non-executive independent director. The Board considers this to be an appropriate
governance structure.
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C.3.7 - The Board has not appointed an executive as the Compliance with Code of Corporate Governance Officer as the Company is not required to
comply with such a code.
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C.3.10 - The Company's internal audit function does not follow the International Standards for the Professional practice of Internal Auditing, of
the International Institute of Internal Auditors. Instead, the Company's internal audit function follows the relevant standards to support Management's annual report on internal control over financial reporting as described in the
report.
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Corporate Governance Report 2024
The Board of Directors believes that sound corporate governance constitutes a fundamental factor in achieving the Company's business
strategy for the long-term benefit of its shareholders and all other stakeholders. The Board of Directors acknowledges that there is an on-going process of formulating corporate governance practices based on both international and local
conditions. In light of the above, the following confirmations and reports are made:
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1.
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Board of Directors
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The Company's objective is to appoint board members with diversified educational and professional backgrounds in
order to reflect a sufficiently wide range of experiences of corporate finance and/or the shipping industry, irrespective of age or gender.
As permitted under Cyprus law and our Amended and Restated Memorandum and Articles of Association, we consider four members of our
Board of Directors, Mr. Ola Lorentzon, Mr. James O’Shaughnessy, Mr. Steen Jakobsen, and Dr. Maria Papakokkinou to be independent.
Pursuant to the Company’s Articles of Association and the Law the minimum number of Directors shall be not less than two and pursuant
to the Company’s Articles of Association the maximum number shall be limited to seven. The minimum and maximum number of directors can be increased or decreased by ordinary resolution of the General Meeting. Save if the majority of the Directors
are residents of Cyprus the majority of Directors may not be resident of the same jurisdiction. Directors are elected or re-elected by an ordinary resolution of the shareholders in General Meeting. In the premises, a person holding a majority of
voting shares of the Company will be able to elect all of the Directors and to prevent the election of any person whom such shareholder does not wish to be elected. There are no provisions for cumulative voting in the Law or the Articles of
Association of the Company and the Company’s Articles of Association do not contain any super-majority voting requirements.
Pursuant to the Company’s Articles of Association, Directors hold office for a period of one year from the date of their appointment
or until the following Annual General Meeting of the Company (if their appointment was effected after the date of the previous Annual General Meeting) whereby they shall be eligible at the following Annual General Meeting to re-election for
subsequent one year terms.
The existing Directors and the shareholders by ordinary resolution in a General Meeting have the right to appoint at any time and
from time to time any persons as Directors either to fill a vacant position or in addition to the existing directors subject to the maximum number specified in the Articles of Association.
There are also procedures in the Articles of Association for the removal of one or more directors by the shareholders before the
expiration of his or her term of office. Shareholders holding 5% or more of the voting shares of the Company may require the Directors to convene a shareholder meeting to consider a resolution for the removal of a director or place a proposal for
such resolution in the agenda of a General Meeting already called by Directors. Such resolution can be approved by simple majority of the shareholders notwithstanding anything in the Articles of Association or in any agreement between the Company
and such Director. Such removal shall be without prejudice to any claim the Director may have for damages for breach of any contract of service between him and the Company. Any vacancy created by such removal may be filled at the meeting by the
election of another person by the shareholders or in the absence of such election, by the Directors.
Pursuant to the Company’s Articles of Association the office of Director shall be vacated if the Director:
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becomes bankrupt or makes any arrangement or composition with his creditors generally;
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becomes prohibited from being a Director by reason of (a) being convicted of an offence in connection with the promotion, formation or management
of a company and (b) a Cyprus Court of appropriate jurisdiction has consequently issued an injunction prohibiting such Director from taking part in the management of a company for a period not exceeding five years;
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iii.
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becomes of unsound mind;
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iv.
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resigns by notice in writing to the Company; or
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shall for more than six months have been absent without permission of the Directors from at least three consecutive duly convened meetings of the
Directors.
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Pursuant to the Law, any provision whether contained in the articles of association or in any contract with a
company to discharge any director of the company or to cover against any liability that under any rule of law he would otherwise have in respect of any negligence, omission, breach of duty or breach of trust such officer may be guilty of, shall
be void. However, it is possible for a company to indemnify any such officer for any liability arising in him for the defense of any proceedings whether civil or criminal in which a judgement was made in his favor or in which he was acquitted.
In alignment with the Law, the Articles of Association of the Company (Article 143) provide that the Directors
shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges,
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losses, damages and expenses which they or any of them shall or may incur by reason of any contract entered into
or any act done, concurred in or omitted in or about the execution of their duties except such (if any) as they shall incur or sustain by or through their own willful act, neglect or default.
The Law and the Company’s Articles of Association do not prohibit a director from being a party to or otherwise having an interest in
any transaction or arrangement with the Company or in which the Company is otherwise interested. However a Director who is in any way, whether directly or indirectly interested in a contract or proposed contract with the Company shall declare the
nature of his interest at a meeting of the Directors in accordance with the procedure specified by the Law. Furthermore pursuant to Article 93 of the Company’s Articles of Association any Director or any company or partnership which or of which
any Director is a shareholder, partner or director may transact with the Company and share in the profits of any contract or arrangement with the Company as if he were not a Director and to personally gain any profit or benefit that may result as
a consequence of such contract or arrangement. A Director shall not vote on any subject in respect of such contract or arrangement and if he does so vote his vote shall not be counted and shall also not be counted for the purposes of determining
whether a quorum is present at the meeting of the Directors.
The Directors may exercise all the powers of the Company (save than those powers vested by Law or the Articles of Association to the
General Meeting) including but not limited to borrowing or raising money, charging or mortgaging the Company’s undertaking, property or uncalled capital, issuing of debentures, debenture stock and other securities as security for any debt, loss
or obligation of the Company or any third party and managing the day to day business affairs of the Company.
The Directors may grant retirement pensions or annuities or other gratuities or allowances including allowances
on death to any Director or to the widow of or the dependents of any Director in respect of services rendered by him to the Company. Furthermore, the Company may make payments towards insurances or trusts in respect of a Director and may include
rights in respect of such pensions, annuities and allowances in a Director’s terms of engagement, without being precluded from granting such retirement pensions or annuities or other gratuities or allowances not as a part and independently of the
terms of any engagement but upon the retirement, resignation or death of a Director as the Board of Directors may decide. The Directors may also establish and maintain any employees’ share scheme, share option or share incentive scheme approved
by ordinary resolution of the shareholders whereby selected employees (including Directors) are given the opportunity of acquiring shares in the capital of the Company.
Pursuant to the Company’s Articles of Association the following Directors’ Committees each comprising of one or two Directors have been constituted:
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Audit and Risk Committee;
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Nomination Committee;
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Remuneration Committee.
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Refer to the Accountability and Audit section below for further information on our Audit and Risk Committee.
Our Nomination Committee consists of one director, Mr. Ola Lorentzon, and is responsible for identifying and recommending potential candidates to become board members and
recommending directors for appointment to board committees.
Refer to the Remuneration Report for further information on our Remuneration Committee.
All the scheduled board meetings held each year are in principle physically held in Cyprus unless exceptionally another location is appropriate. The
Board of Directors met 15 times in the year ended December 31, 2024.
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Director's Remuneration
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Refer to the 2024 Remuneration Report for further details.
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Accountability and Audit
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We currently have an Audit and Risk 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, Mr.
James O’Shaughnessy was appointed to serve on the Audit and Risk Committee. Mr. James O’Shaughnessy is the Chairperson and sole member of the Audit and Risk Committee and the Audit and Risk Committee Financial Expert. We have determined that a
director may sit on three or more boards or audit committees and such simultaneous service would not impair
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the ability of such member to effectively serve on the Board or the Audit and Risk Committee. Under Cyprus law,
we are required to have an audit committee with a majority of independent members. The Audit and Risk Committee Charter, which is available on the Company's website, has been adopted by the Board of Directors and governs the operation of the
Audit and Risk Committee.
Disclosure Controls and Procedures
Management assessed the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end
of the period covered by this annual report as of December 31, 2024. Based upon that evaluation, the principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective as of
the evaluation date.
Management's annual report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is a process designed by, or under the supervision of, the Company's principal executive
and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
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Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the Company;
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ii.
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Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorizations of Company’s management and directors; and
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iii.
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Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could
have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted the evaluation of the effectiveness of the Company’s internal controls over financial reporting using the
control criteria framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in its report entitled Internal Control-Integrated Framework (2013).
Our management with the participation of our principal executive officer and principal financial officer assessed the effectiveness
of the design and operation of the Company’s internal controls over financial reporting as of December 31, 2024. Based upon that evaluation, our management with the participation of our principal executive officer and principal financial officer
concluded that the Company's internal controls over financial reporting are effective as of December 31, 2024.
Changes in internal control over financial reporting
There were no changes in the Company’s internal controls over financial reporting that occurred during the
period covered by this annual report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Going concern
The Company intends to continue to function as a going concern for the next twelve months. We believe that cash on hand and
borrowings under our current and committed credit facilities, along with cash generated from operating activities will be sufficient to fund our requirements for, at least, the twelve months from the date of this annual report.
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Relationship with Shareholders
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Shareholders Meetings
Pursuant to the Law and Article 51 of the Company’s Articles of Association, each year the Company shall hold a
general meeting as its annual general meeting, in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it and no more than 15 months shall elapse between the date of one annual general meeting
and that of the next. The annual general meeting statutory requirement cannot be waived. All general meetings other than annual general meetings shall be designated as extraordinary general meetings. All business shall be deemed special that is
transacted at an extraordinary general meeting and also all that is transacted at an annual general meeting with the exception of declaring a dividend, the consideration of the accounts, balance sheets and reports of Directors and auditors, the
re-election of Directors and the appointment of and fixing of auditors’ remuneration.
Pursuant to Article 56 of the Company’s Articles of Association the necessary quorum for any general meeting annual or extraordinary
shall be at least three (3) members present in person or by proxy and entitled to vote. The Law does not impose specific quorum requirements for any specific transactions. If the Company has one shareholder, such shareholder present in person or
by proxy shall constitute quorum for any general meeting.
Subject to the provisions of section 126 (1A) of the Law the Directors upon application by shareholders of the
Company who hold at the date of filing of the application no less than 1/20th of the paid-up capital of the Company carrying the right to vote must immediately duly convene an extraordinary general meeting for the purposes specified in
such application.
Subject to the provisions of sections 127 (B)(1)(a)(b) of the Law any shareholder or shareholders which hold at least 5% of the
issued share capital representing at least 5% of total voting rights shall have the right to add an item to the agenda of an annual general meeting provided that each such item is accompanied by stated reasons justifying its inclusion or a
proposed resolution for approval at the general meeting and place a proposed resolution on a matter on the agenda of a general meeting. Extraordinary General Meetings may also be called at the discretion of the Directors.
There shall be a 21 day notice in writing at least for all general meetings but in the case of a general meeting other than the
annual general meeting or a meeting for the passing of a special resolution there shall be a 14 day notice provided the Company offers technical facilitation to its shareholders to vote through electronic means and a special resolution that
shortens the notice period to 14 days has been approved in the immediately preceding annual general meeting or at a meeting conducted after that meeting. The Directors may fix any date as the record date for determining those shareholders
entitled to receive notice of and vote at a meeting.
Pursuant to Article 80 of the Company’s Articles of Association a resolution in writing approved by shareholders which in total
represent at least 75% of voting shares shall be valid and effective as if the same had seen passed at a validly convened general meeting of the Company, provided that at least 28 clear days notice of the intention to propose the resolution is
given to or served on all shareholders entitled to receive the resolution notice and to vote on the proposed resolution.
All general meetings are to be held at such time and place as the Directors shall determine. Following the Company’s redomiciliation
to Cyprus the Directors have resolved that all general meetings of the Company shall be held in Cyprus.
Actions requiring the sanction and approval of the General Meeting
The key matters which require the approval of the shareholders include the following:
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1.
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Amendment of the Memorandum and Articles of Association (which requires approval of at least 75% of voting shares);
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2.
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Increase of share capital (which requires a simple majority when at least half of the issued share capital is represented. In any other case a
majority of 2/3rds of the votes corresponding to the issued share capital represented is required);
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3.
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Reduction of share capital including the reduction of the share premium reserve account (which requires approval of at least 75% of voting
shares);
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4.
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Consolidation and division of all or any of the share capital into shares of a larger or smaller amount (which requires a simple majority);
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5.
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Variation of the rights attached to any class of shares (which requires a simple majority when at least half of the issued share capital is
represented. In any other case a majority of 2/3rds of the votes corresponding to the issued share capital represented is required);
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10
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6.
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Issue of new shares with preferred, deferred or other special rights or such restrictions whether in regard to dividend, voting, return of capital or otherwise (which
requires a simple majority);
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7.
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Conditions under which redeemable preference shares are liable to be redeemed at the option of the Company or the shareholders (which requires approval of at least
75% of voting shares);
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8.
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Purchase of Company’s own shares (which requires approval of at least 75% of the voting shares);
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9.
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Cross Border Merger whether the Company is the surviving or absorbed entity (which requires approval of at least 75% of voting shares);
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10.
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Approval of a plan or contract involving the transfer/sale of shares or any class of shares (which requires approval by the holders of shares not less than 9/10ths
of the value of the shares to be transferred);
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11.
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Removal of Directors (which requires a simple majority).
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The above stated voting approval percentages are set by the Law and as such cannot be varied or modified by the Company’s Articles
of Association.
The shareholders are not permitted to pass any resolutions relating to the management of the Company’s business affairs unless there
is a pre-existing provision in the Company’s Articles of Association which confers such rights on the shareholders.
Shareholders’ Rights
The shares of the Company are ordinary shares which do not confer redemption, conversion, sinking fund rights or
other special rights to its holders. Pursuant to the Law and Article 66 of the Company’s Articles of Association every member shall have one vote for each share he holds. The shareholders of the Company are entitled to a percentage of dividends
equal to their respective shareholding percentages in the issued share capital of the Company. There are no limitations on the right of non-Cypriots or non-residents of Cyprus to hold or vote on the Company’s ordinary shares.
Article 5 of the Company’s Articles of Association provides that the unissued authorized ordinary shares proposed
to be issued pari passu with existing issued ordinary shares shall be at the disposal of the Directors which may exercise the powers of the Company without prior shareholder approval (subject to the Pre-Emption Right stated below) to offer,
allot, grant options over or grant any right or rights to subscribe for such newly issued shares.
Pursuant to the Law and Article 21 of the Articles of Association all additional shares proposed to be issued for cash consideration
shall, prior to issuance, be first offered to the existing shareholders in the nearest proportion to the number of shares already held by them at a date prescribed by the directors and such offer shall be made by a notice fixing the number of
shares that provide a right to purchase shares which each shareholder is entitled to be allotted and restricting the time (which shall be not less than 14 days) in which the offer if not accepted shall be deemed as having been declined and under
such circumstances the Directors may allot or otherwise dispose such shares in their discretion (the “Pre-Emption Right”).
The Pre-Emption Right cannot be excluded or restricted in the Articles of Association, but only by a decision of the shareholders in
a General Meeting. If the directors propose to the General Meeting an exclusion or restriction of the Pre- Emption Right they have the obligation to submit to the general meeting a written report stating the reasons for the restriction or
exclusion of the Pre-Emption Right and justifying the issuing price proposed. The proposed restriction or exclusion may be specific to a specific proposed share issue or general provided that the maximum number of shares and the maximum period
during which the relevant shares may be issued are indicated. The restriction or exclusion of the Pre-Emption Right requires shareholder approval by simple majority when at least half of the issued share capital is represented. In any other case
a majority of 2/3rds of the votes corresponding to the issued share capital represented is required.
As permitted by Cyprus law, companies may obtain shareholder approval for a waiver of Pre-Emption Rights with
respect to the issuance of shares against cash consideration and for the establishment of any employees’ share scheme, share option, share incentive scheme or equity compensation plans and to material revisions thereof. Such waiver may be
obtained by the above mentioned shareholder approvals. On December 12, 2024, the Company held its annual general meeting of shareholders whereby shareholders approved, among other things, for a period of twelve months with effect from 12:00 p.m.
on December 12, 2024, the proposals to exclude the shareholders’ Pre-Emption Right with respect to any offer by the Company to the public against cash consideration, as may be decided by the Board of Directors from time to time, of: (i) a maximum
of 377,377,111 ordinary shares of nominal value $1.00 each ranking pari passu with the existing ordinary shares of the Company at a subscription price which shall be determined by the Board of Directors not lower than $1.00 per share; and (ii) a
maximum of 377,377,111 debentures or other securities convertible into ordinary shares of nominal value $1.00 each ranking pari passu with the existing ordinary shares of the Company or options or other securities carrying the right to subscribe
for ordinary shares of
11
the Company of nominal value $1.00 each ranking pari passu with the existing ordinary shares of the Company at a
subscription price which shall be determined by the Board of Directors not lower than $1.00 per security.
Pursuant to the Law and Article 50 of the Company’s Articles of Association the Company in a General Meeting may approve by special
resolution (75% and more of voting shares) the purchase or acquisition of its own shares either directly or through a person acting in his own name but on behalf of the Company. Pursuant and subject to the provisions of the Law, the monetary
consideration of the act of acquisition by the Company of its own shares must be paid from the realized but not distributed profits of the Company.
The maximum period permitted for the Company to hold its own shares is two years. The consideration price for the acquisition of own
shares shall not exceed by more than 5% the average market price of the Company’s shares during the last five stock exchange meetings prior to making of the purchase. The total nominal value of shares which can be acquired may not at any time
exceed 10% of the issued share capital or 25% of the average value of the transactions which have been traded over the last thirty days prior to the acquisition, whichever of these amounts is the smallest.
Trusts
In alignment with the relevant provisions of the Law, Article 10 of the Articles of Association states that no
person shall be recognized by the Company as holding any share upon any trust and the Company shall not be compelled or bound in any way to recognize any interest in any share equitable or otherwise or any other rights in respect to any share
except an absolute right to the entirety thereof in the registered holder subject to the proviso that the Company may if it so desires and has been notified in writing thereof, recognize the existence of a trust on any share although it may not
register the same in the Register of the Company.
In the premises the Company’s relationship is with the registered holder of the shares. If the registered holder holds the shares in
trust for someone else (the beneficial owner) the beneficial owner may give instructions to the registered holder on how to vote on the shares. Conversely, the registered shareholder in exercising his right to appoint a proxy to attend and vote
on its behalf in a general meeting, it may appoint the beneficial owner as the registered holder’s proxy.
Dividends
The shareholders of the Company are entitled to a percentage of dividends equal to their respective shareholding percentages in the
issued share capital of the Company. No dividend shall be paid other than out of profits. The Company may in a General Meeting declare dividends but no dividend under such circumstances shall exceed the amount recommended by the Directors.
Pursuant to the Law the Company in General Meeting shall not make a dividend distribution to its shareholders if, on the closing date of the last financial year its net assets as already presented in its annual accounts are below the total of the
subscribed capital and the reserves, the distribution of which the Law or the Articles of Association do not allow.
In addition to the power of the shareholders in General Meetings to declare dividends on the recommendation of the Directors, the
Directors may from time to time pay to the shareholders such interim dividends as they might appear to the Directors to be justified by the profits of the Company subject to the following statutory conditions:
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i.
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Interim accounts have been prepared in which the funds available for distribution are shown to be sufficient;
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ii.
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The amount to be distributed cannot exceed the amount of profits made since the end of the last financial year, the annual accounts of which have been finalized,
increased by the profits which have been transferred from the last financial year and sums drawn from the reserves available for this purpose (retained earnings) and reduced by the losses of the previous financial years and sums to be
placed in reserve pursuant to the requirements of the Law or the Articles of Association.
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The Directors may before recommending any dividend to the General Meeting or declaring an interim dividend set aside out of the
profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors be applicable for any purpose to which the profits of the Company may be legally applied and pending such application,
may at the Directors’ like discretion, either be employed in the business of the Company or be invested in such investments as the Directors may from to time think fit. The Directors may also without placing the same to reserve carry forward for
future use any profits which they may think prudent not to distribute.
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The Company is a holding company with no material assets aside from its investments in subsidiaries through which
it conducts its operations. As such its ability to pay any dividends will depend on its subsidiaries’ distributing to the Company their respective earnings and cash flow. Some of the Company’s loan agreements currently limit or prohibit the
subsidiaries’ ability to make distributions to the Company and the Company’s ability to make distributions to its shareholders.
Calls on Shares
The Directors may, from time to time, make calls upon the members in respect of any money unpaid on their shares (whether on account
of the nominal value of the shares or by way of premium) and not made payable by the conditions of allotment thereof at fixed times, provided that no call shall be payable at less than one month from the date fixed for the payment of the last
preceding call, and each member shall (subject to receiving at least fourteen days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call
may be revoked or postponed as the Directors may determine. A call shall be deemed to have been made at the time when the resolution of the Directors authorizing the call was passed and may be required to be paid by installments.
Winding Up
If the Company shall be wound up, the liquidator may, with the sanction of an extraordinary resolution of the Company and any other
sanction required by the Law, divide amongst the members, in specie or kind, the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems
fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of such
assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any
liability.
Major Shareholdings
The following table presents certain information as of March 31, 2025, 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.
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1.
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Calculated based on 222,622,889 ordinary shares issued and outstanding.
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2.
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C.K. Limited is the trustee of two Trusts that indirectly hold all of the shares of Hemen, our largest shareholder. Accordingly, C.K. Limited, as
trustee, may be deemed to beneficially own the 79,145,703 of our ordinary shares, representing 35.6% of our outstanding shares, that are owned by Hemen. Mr. Fredriksen established the Trusts for the benefit of his immediate family.
Beneficiaries of the Trusts do not have absolute entitlement to the Trust assets and thus disclaim beneficial ownership of all of our ordinary shares owned by Hemen. Mr. Fredriksen is neither a beneficiary nor a trustee of either Trust
and has no economic interest in such ordinary shares. He disclaims any control over and all beneficial ownership of such 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.
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|
3.
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According to its annual report for the year ended December 31, 2024, Folketrygdfondet holds 13,018,183 of our ordinary shares.
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Our major shareholders have the same voting rights as our other shareholders. No corporation or foreign government owns more than 50%
of our outstanding ordinary shares. We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Company.
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5.
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Corporate Social Responsibility
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Refer to the Environmental, Social & Governance section within the Management Report for further details.
13
FRONTLINE PLC
ANNUAL REMUNERATION REPORT
2024
Introduction
As a company incorporated in Cyprus and listed on the Oslo Stock Exchange, we are committed to providing transparency and
accountability to our stakeholders. In accordance with the Directive 2007/36/EC, as amended by Directive (EU) 2017/828 (together, the “Directive”), we are pleased to present our Remuneration Report (“the Report”). The report has been prepared by
the Board of Directors of Frontline plc in accordance with the Cyprus Stock Exchange Corporate Governance Code 6th revised edition - April 2024 (“CSE Code”) and the requirements of the Encouragement of the Long-Term Active Participation of the
Shareholders Law of 2021, Law 111(I)/2021.
The Report comprises remuneration to the Company’s Chief Executive Officer (“CEO”), who has been employed by Frontline Management
AS, a subsidiary of Frontline plc, for the financial year 2024, along with the members of the Board of Directors (“the Board”). For the year ended December 31, 2024, the reporting company, Frontline Plc, had no employees. The purpose of the
Report is to provide a comprehensive, clear and understandable overview of awarded and due gross salary and remuneration to the CEO and the Board for the last financial year.
The Company will present this report to the Annual General Meeting in 2025.
Remuneration committee
The Company established a Remuneration Committee in February 2023, comprising one independent director, currently Mr. Ola Lorentzon,
and one other non-executive director, Mr. Ørjan Svanevik. The overall objective of the Remuneration Committee is to enhance shareholder value, by aligning the interests of shareholders and the CEO, as well as attracting and retaining qualified
personnel.
The remuneration of the CEO is split between fixed and variable components. The variable component is split between share- based
compensation, linked to the long-term performance of the Company, along with a cash bonus, linked to the performance of the Company in the year. The fixed component, which includes salary and other benefits such as pension, is reviewed annually
by the Board of Directors to ensure that it is aligned with the Company's overall remuneration objectives.
The Board of Directors
The remuneration of members of the Board consists of an annual fixed fee determined annually by the general meeting of the Company
and to not exceed $0.6 million in aggregate for the year ended December 31, 2024, and synthetic options granted under the Company's long-term incentive scheme as detailed below. In addition, members of the Audit and Risk Committee receive
additional fees for such service.
There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or
service.
Long-term incentive scheme
In December 2021, the Board 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 on the date of exercise and the exercise price.
Clawback Policy
In November 2023, we adopted a policy regarding the recovery of erroneously awarded compensation (“Clawback Policy”). In the event we
are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under U.S. securities laws or otherwise erroneous data or if we determine there has been a significant misconduct that
causes material financial, operational or reputational harm, we shall be entitled to recover a portion or all of any incentive- based compensation provided to certain executives who, during a three-year period preceding the date on which an
accounting
14
restatement is required, received incentive compensation based on the erroneous financial data that exceeds the
amount of incentive-based compensation the executive would have received based on the restatement.
The Remuneration Committee administers our Clawback Policy and has discretion, in accordance with the applicable laws, rules and
regulations, to determine how to seek recovery under the Clawback Policy and may forego recovery if it determines that recovery would be impracticable.
No variable remuneration has been reclaimed from the Directors or CEO in relation to the years ended December 31, 2024 or 2023.
Summary of Company performance
Profit for the period decreased by $160.8 million in the year ended December 31, 2024 as compared to the year ended December 31,
2023. For a full analysis of the Company performance please see our Management Report and Consolidated Financial Statements for the year ended December 31, 2024.
15
Total remuneration of the Directors and CEO
Our Directors and CEO, along with start or end date to the extent applicable to the reporting period, are as follows:
Fixed fees are payable for services rendered as members of the Board of Directors.
Base salary is payable as remuneration for executive services.
Variable includes:
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•
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annual bonuses which have been paid or accrued during the reported financial year. Such bonuses are at the discretion of the Board.
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•
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the fair value of the synthetic options, as calculated based on the difference between the exercise price and market price of the underlying
shares on the vesting date, which as a result of the fulfilment of predetermined performance criteria, were granted or offered in previous years but that vested during the reported financial year.
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Pension expense includes the contributions that took place in the reported financial year to a defined contribution pension scheme.
16
In December 2021, the Board 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 exercise price is NOK 71, which shall increase by NOK 5 on each of December 7, 2023, and December 7, 2024, and will further be adjusted for any distribution of dividends
made before the relevant synthetic options are exercised. 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. The synthetic
options are not subject to a retention period.
The below tables detail the activity during the reported financial year:
At the grant date, the Company's underlying share price was NOK 65.00. On December 7, 2022, the date on which
the first tranche of synthetic options vested, the Company's underlying share price was NOK 123.60. On December 7, 2023, the date on which the second tranche of synthetic options vested, the Company's underlying share price was NOK 209.30. On
December 7, 2024, the date on which the third tranche of synthetic options vested, the Company's underlying share price was NOK 172.80.
Comparative information on the change of remuneration
17
The calculation includes fees, salary, bonus, pension and other benefits payable to directors and the CEO by the
Company and its subsidiaries. The calculation excludes share-based variable remuneration for directors and the CEO of the Company. “Other non-executives” is comprised of remuneration paid to those directors not remunerated in the reported
financial year. “Other executives” is comprised of remuneration paid to other executive officers not remunerated in the reported financial year.
Profit is derived from our audited Consolidated Financial Statements prepared in accordance with IFRS® Accounting Standards for the
years ended December 31, 2024, 2023, 2022 and 2021. Profit for the years ended December 31, 2020 and 2019 is derived from our audited Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in the
United States of America.
18
FRONTLINE PLC
MANAGEMENT REPORT
2024
The Board of Directors presents its report together with the audited financial statements of Frontline Plc (“Frontline” or the “Company”) for the year ended December 31, 2024.
HISTORY AND DEVELOPMENT OF THE COMPANY
The Company
We are Frontline plc, an international shipping company incorporated in Cyprus as a public limited liability company (Company No.
442213). Our registered and principal executive offices are located at 8, John Kennedy Street, Iris House, Off. 740B, 3106 Limassol, Cyprus, and our telephone number at that address is + 35725-588767.
At a Special General Meeting on December 20, 2022, the Company's shareholders agreed to redomicile the Company to the Republic of
Cyprus under the name of Frontline plc (the “Redomiciliation”). The business, assets and liabilities of Frontline Ltd. and its subsidiaries prior to the Redomiciliation were the same as Frontline plc immediately after the Redomiciliation on a
consolidated basis, as well as its fiscal year. In addition, the directors and executive officers of Frontline plc immediately after the Redomiciliation were the same individuals who were directors and executive officers, respectively, of
Frontline Ltd. immediately prior to the Redomiciliation. On December 30, 2022, the Registrar of Companies and Official Receiver of the Republic of Cyprus issued a temporary redomiciliation certificate, and the Redomiciliation has therefore taken
effect.
Prior to the Redomiciliation from Bermuda to Cyprus, Frontline Ltd.’s ordinary shares were listed on the NYSE and OSE under the
symbol “FRO.” Upon effectiveness of the Redomiciliation, the Company’s ordinary shares continue to be listed on the NYSE and OSE and commenced trading under the new name Frontline plc and the new CUSIP number M46528101 and the new ISIN
CY0200352116 on the NYSE on January 3, 2023 and on the OSE on January 13, 2023. Frontline plc’s Legal Entity Identifier number was not affected by the Redomiciliation and remains the same.
We are engaged primarily in the ownership and operation of oil and product tankers. We operate through subsidiaries located in
Cyprus, Bermuda, the Marshall Islands, Liberia, Norway, the United Kingdom, China and Singapore. We are also involved in the charter, purchase and sale of vessels.
On December 12, 2024, the Company held its annual general meeting of shareholders whereby shareholders approved,
among other things, for a period of twelve months with effect from 12:00 p.m. on December 12, 2024, the proposals to exclude the shareholders’ Pre-Emption Right (defined below) with respect to any offer by the Company to the public against cash
consideration, as may be decided by the board of directors from time to time, of: (i) a maximum of 377,377,111 ordinary shares of nominal value $1.00 each ranking pari passu with the existing ordinary shares of the Company at a subscription price
which shall be determined by the board of directors not lower than $1.00 per share; and (ii) a maximum of 377,377,111 debentures or other securities convertible into ordinary shares of nominal value $1.00 each ranking pari passu with the existing
ordinary shares of the Company or options or other securities carrying the right to subscribe for ordinary shares of the Company of nominal value $1.00 each ranking pari passu with the existing ordinary shares of the Company at a subscription
price which shall be determined by the board of directors not lower than $1.00 per security.
The address of the Company's internet site is www.frontlineplc.cy. The information on our website is not incorporated by reference
into this annual report.
Vessel Acquisitions, Disposals, Redeliveries and Newbuilding Contracts of the Company
In May 2021, the Company entered into an agreement for the acquisition through resale of six latest generation
ECO-type VLCC newbuilding contracts at the Hyundai Heavy Industries shipyard in South Korea for an aggregate purchase price of
$565.8 million. The Company took delivery of four of the VLCC newbuildings in the year ended December 31, 2022.
As of December 31, 2022, the Company’s newbuilding program consisted of two remaining VLCC newbuildings, which were delivered in January 2023. As of December 31, 2023 and 2024, there were no vessels in the Company’s newbuilding program and there
were no commitments.
In November 2021, the Company announced that it had entered into an agreement to sell four of its scrubber-fitted
LR2 tankers for an aggregate sales price of $160.0 million to SFL Tanker Holding Ltd., a company related to Hemen, its largest shareholder.
19
Two vessels were delivered to the new owners in December 2021 and the remaining two vessels were delivered to
the new owners in January 2022. After repayment of debt on the vessels, the transaction generated total net cash proceeds of $68.6 million, with net cash proceeds of $35.1 million recorded in the year ended December 31, 2022. The Company recorded
a gain on sale in relation to the first two vessels of $3.2 million in the year ended December 31, 2021 and a gain of $4.6 million in the year ended December 31, 2022.
In April 2022, the Company announced that its subsidiary, Frontline Shipping Limited (“FSL”), had agreed with SFL Corporation Ltd.
(“SFL”) to terminate the long-term charters for two VLCCs, upon the sale and delivery of the vessels by SFL to an unrelated third party. Frontline agreed to a total compensation payment to SFL of $4.5 million for the termination of the current
charters. The charters terminated and the vessels were delivered to the new owners in April 2022. The Company recorded a loss on termination of $0.4 million, including the termination payment, in the year ended December 31, 2022.
In January 2023, the Company sold a 2009-built VLCC and a 2009-built Suezmax tanker for gross proceeds of approximately
$61.0 million and $39.5 million, respectively. The vessels were delivered to the new owners in January and February, respectively. After repayment of
existing debt on the vessels, the transactions generated net cash proceeds of approximately
$63.6 million, and the Company recorded a gain on sale of approximately $9.9 million and $2.8 million, respectively, in the year
ended December 31, 2023.
In May 2023, the Company sold a 2010-built Suezmax tanker for gross proceeds of $44.5 million. The vessel was delivered to the new owner in June 2023.
After repayment of existing debt on the vessel, the transaction generated net cash proceeds of
$28.2 million, and the Company recorded a gain on sale of $9.3 million in the year ended December 31, 2023.
In January 2024, the Company announced that it had entered into an agreement to sell its five oldest VLCCs, built in 2009 and 2010,
for an aggregate net sales price of $290.0 million. The vessels were delivered to the new owner in March and April 2024. After repayment of existing debt on the vessels, the transaction generated net cash proceeds of $208.0 million, and the
Company recorded a gain of $68.6 million in the year ended December 31, 2024.
In January 2024, the Company entered into an agreement to sell one of its oldest Suezmax tankers, built in 2010, for a net sale price
of $45.0 million. The vessel was delivered to the new owner in April 2024. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of $32.0 million, and the Company recorded a gain of $11.8 million in the year
ended December 31, 2024.
In March 2024, the Company entered into an agreement to sell one of its oldest Suezmax tankers, built in 2010, for a net sale of
$46.9 million. The vessel was delivered to the new owner in May 2024. After repayment of existing debt on the
vessel, the transaction generated net cash proceeds of $34.0 million, and the Company recorded a gain of $13.8 million in the year ended December 31, 2024.
In June 2024, the Company entered into an agreement to sell its oldest Suezmax tanker, built in 2010, for a net sale price of
$48.5 million. The vessel was delivered to the new owner in October 2024. After repayment of existing debt on the
vessel, the transaction generated net cash proceeds of $36.5 million, and the Company recorded a gain of approximately $17.9 million in the year ended December 31, 2024.
The Acquisition
On October 9, 2023, Frontline entered into a Framework Agreement (the “Framework Agreement”) with CMB.TECH NV (formerly Euronav NV)
(“CMB.TECH”). Pursuant to the Framework Agreement, the Company agreed to purchase 24 VLCCs with an average age of 5.3 years, for an aggregate purchase price of $2,350.0 million from CMB.TECH (the “Acquisition”).
All of the agreements relating to the Acquisition came into effect in November 2023. In December 2023, the Company took delivery of
11 of the vessels for consideration of $1,112.2 million. The Company had a commitment for $890.0 million for the remaining 13 vessels to be delivered excluding $347.8 million of prepaid consideration as of December 31, 2023. The Company took
delivery of the 13 remaining vessels in the first quarter of 2024 and drew down $518.7 million under its
$1,410.0 million senior secured term loan facility with a group of relationship banks and $60.0 million under its
subordinated unsecured shareholder loan to partly finance the deliveries.
In connection with the Acquisition, Frontline and Famatown Finance Limited, a company related to Hemen, (“Famatown”) had agreed to
sell all their shares in CMB.TECH (57,479,744 shares, representing in aggregate 26.12% of CMB.TECH’s issued shares) to Compagnie Maritime Belge NV (“CMB”) at a price of $18.43 per share (the “Share Sale”).
20
In November 2023, all conditions precedent to the Share Sale, including approval of the inter-conditionality of
the Share Sale and the Acquisition by the CMB.TECH shareholders and receipt of anti-trust approvals, were fulfilled. The Share Sale closed in November 2023 at which time Frontline sold its 13,664,613 shares in CMB.TECH to CMB for $251.8 million.
The proceeds from the Share Sale have been used to partly finance the Acquisition.
On October 9, 2023, Frontline and other companies related to Hemen entered into a settlement agreement with CMB.TECH. As part of the
overall agreements, all rights and claims that CMB.TECH had concerning the entering into, performance and termination of the combination agreement with CMB.TECH and the arbitration action filed by CMB.TECH in January 2023 following Frontline’s
withdrawal from the combination agreement were terminated, against nil cash consideration.
BUSINESS OVERVIEW
As of December 31, 2024, the Company’s fleet consisted of 81 vessels owned by the Company (41 VLCCs, 22 Suezmax tankers, 18
LR2/Aframax tankers), with an aggregate capacity of approximately 17.8 million DWT.
Our vessels operate worldwide and therefore management does not evaluate performance by geographical region as
this information is not meaningful.
We own various vessel owning and operating subsidiaries. Our operations take place substantially outside of the
United States. Our subsidiaries, therefore, own and operate vessels that may be affected by changes in foreign governments and other economic and political conditions. We are engaged in transporting crude oil and its related refined petroleum
products and our vessels operate in the spot and time charter markets. Our VLCCs are specifically designed for the transportation of crude oil and, due to their size, are primarily used to transport crude oil from the Middle East Gulf to the Far
East, Northern Europe, the Caribbean and the Louisiana Offshore Oil Port. Our Suezmax tankers are similarly designed for worldwide trading, but the trade for these vessels is mainly in the Atlantic Basin, Middle East and Southeast Asia. Our LR2/
Aframax tankers are designed to be flexible, able to transport primarily refined products, but also fuel and crude oil from smaller ports limited by draft restrictions. The vessels will normally trade between the larger refinery centers around
the world, being the Gulf of Mexico, Middle East, Rotterdam and Singapore.
We are committed to providing quality transportation services to all of our customers and to developing and maintaining long- term
relationships with the major charterers of tankers. Increasing global environmental concerns have created a demand in the petroleum products/crude oil seaborne transportation industry for vessels that are able to conform to the stringent
environmental standards currently being imposed throughout the world.
The tanker industry is highly cyclical, experiencing volatility in profitability, vessel values and freight rates. Freight rates are
strongly influenced by the supply of tanker vessels and the demand for oil transportation. Refer to "Market Overview and Trend Information" for a discussion of the tanker market in 2023 and 2024.
Similar to structures commonly used by other shipping companies, our vessels are all owned by, or chartered to,
separate subsidiaries or associated companies. Frontline Management Cyprus Ltd, Frontline Management AS, Frontline Corporate Services Ltd and Frontline Management (Bermuda) Limited, all wholly owned subsidiaries, which we refer to collectively as
Frontline Management, support us in the implementation of our decisions. The Board of Directors is responsible for all strategic decisions of the Company. Frontline Management is responsible for the operational and commercial management of our
ship owning subsidiaries, including chartering and insurance, in the execution of the board's strategy. Each of our vessels is registered under the Cyprus, Malta, Marshall Islands, Liberia or Hong Kong flag.
Strategy
Our principal focus is the transportation of crude oil and related refined petroleum cargoes for major oil companies and large oil
trading companies. We seek to optimize our income and adjust our exposure through actively pursuing charter opportunities whether through spot charters, time charters, bareboat charters, sale and leasebacks, straight sales and purchases of
vessels, newbuilding contracts and acquisitions.
We presently operate VLCCs, Suezmax and Aframax tankers in the crude oil tanker market and LR2 tankers in the
refined product market. Our preferred strategy is to have some fixed charter income coverage for our fleet, predominantly through time charters, and trade the balance of the fleet on the spot market. We focus on minimizing time spent in ballast
by "cross trading" our vessels, typically with voyages loading in the Middle East Gulf discharging in Northern Europe, followed by a trans- Atlantic voyage to the U.S. Gulf of Mexico and, finally, a voyage from either the Caribbean, U.S. Gulf or
West Africa to the
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Far East/Indian Ocean. We believe that operating a certain number of vessels in the spot market, enables us to
capitalize on a potentially stronger spot market as well as to serve our main customers on a regular non term basis. We believe that the size of our fleet is important in negotiating terms with our major clients and charterers. We also believe
that our large fleet enhances our ability to obtain competitive terms from suppliers, ship repairers and builders and to produce cost savings in chartering and operations.
Our business strategy is primarily based upon the following principles:
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operating a modern and energy-efficient fleet;
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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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conducting our business in an honest and ethical manner;
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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 and spot voyages; and
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developing and maintaining relationships with major oil companies and industrial charterers.
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We continue to have a strategy of outsourcing, which includes the outsourcing of management, crewing and accounting services to a
number of third party and competing suppliers. The technical management of our vessels is provided by third party ship management companies. Pursuant to management agreements, each of the third party ship management companies provides ship
maintenance, crewing, technical support, shipyard supervision and related services to us. A central part of our strategy is to benchmark operational performance and cost level amongst our ship managers. Currently, our vessels are crewed with
Ukrainian, Croatian, Romanian, Indian, Filipino and Panamanian officers and crews, or combinations of these nationalities.
Seasonality
Historically, oil trade and, therefore, charter rates increased in the winter months and eased in the summer months as demand for
oil and oil products in the Northern Hemisphere rose in colder weather and fell in warmer weather. The tanker industry, in general, has become less dependent on the seasonal transport of heating oil than a decade ago as new uses for oil and oil
products have developed, spreading consumption more evenly over the year. This is most apparent from the higher seasonal demand during the summer months due to energy requirements for air conditioning and motor vehicles.
Environmental, Social & Governance
The Company publishes standalone ESG reports annually which can be found on its website at https://www.frontlineplc.cy/
about-frontline-ltd/environmental-social-governance-esg/. The information on the Company’s website is not incorporated by reference into this document.
The Company's business strategy is fundamental to balancing the interests and expectations of all its stakeholders, including
investors, analysts, employees, customers, suppliers, and communities, and ultimately creating long-term value. As part of this strategy, Frontline continues to focus on operating a modern and energy-efficient fleet as demonstrated by the
Acquisition and recent sales of its oldest vessels. As of December 31, 2024, all but one vessel in the Company's fleet were ECO vessels and 45 were scrubber-fitted vessels with a total average age of 6.6 years, making it one of the youngest and
most energy-efficient fleets in the industry.
This long-term focus on operating a modern, energy efficient fleet has positioned it well to mitigate the risks
and capitalize on the opportunities provided by the ever-increasing environmental laws and regulations. Based on the Company's 2024 verified emissions data, its fleet outperformed the IMO’s and the Poseidon Principles’ decarbonization
trajectories, continuing its journey as a segment leader.
Frontline is committed to ensuring a safe and inclusive work environment where human rights are respected, workers are entitled to
fair and respectful working conditions, and the well-being of all employees is prioritized. Frontline’s number one priority is the health and safety of its people, including the thousands of seafarers employed by the ship management companies it
partners with. Frontline is fully committed to respecting fundamental human and labor rights in its business operations and value chain.
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Frontline has a comprehensive Compliance Program led by its Head of Compliance, ensuring that it conducts business in an honest and
ethical manner. This includes robust policies and procedures intended to mitigate the risks of its industry and operations, annual risk assessments by external advisors, training, third party audits, internal systems and controls, remediation,
and investigations, as well as quarterly reporting to the Audit and Risk Committee. As a result, the Company can monitor and comprehend emerging challenges arising not only from laws, regulations, and public authorities, but also from the
expectations of its key stakeholders, such as investors, banks and customers.
Customers
No customers in the years ended December 31, 2024, 2023 or 2022 individually accounted for 10% or more of the Company's consolidated
operating revenues.
Competition
The market for international seaborne crude and oil products transportation services is highly fragmented and competitive. Seaborne
oil transportation services are generally provided by two main types of operators: major oil company captive fleets (both private and state-owned) and independent ship-owner fleets. In addition, several owners and operators pool their vessels
together on an ongoing basis, and such pools are available to customers to the same extent as independently owned-and- operated fleets. Many major oil companies and other oil trading companies, the primary charterers of the vessels owned or
controlled by us, also operate their own vessels, and use such vessels not only to transport their own crude oil but also to transport crude oil for third party charterers in direct competition with independent owners and operators in the tanker
charter market. Competition for charters is intense and is based upon price, location, size, age, condition and acceptability of the vessel and its manager. Competition is also affected by the availability of other size vessels to compete in the
trades in which the Company engages. Charters are, to a large extent, brokered through international independent brokerage houses that specialize in finding the optimal ship for any cargo based on the aforementioned criteria. Brokers may be
appointed by the cargo shipper or the ship owner.
The Company's Vessels
The following table sets forth certain information regarding the fleet that we operated as of December 31, 2024:
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Time Charter includes those contracts with durations in excess of 12 months.
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In March 2024, the Company entered into a fixed rate time charter to a third party for a three-year period.
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In April 2024, the Company entered into a variable rate time charter to a third party for a three-year period.
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In May 2023, the Company entered into a fixed rate time charter to a third party for a two-year period.
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In April 2023, the Company entered into a fixed rate time charter to a third party for a two-year period.
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In September 2022, the Company entered into a fixed rate time charter to a third party for a three-year period.
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In August 2022, the Company entered into a fixed rate time charter to a third party for a three-year period.
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Key to Flags:
CY - Cyprus, MLT - Malta, MI – Marshall Islands, HK – Hong Kong, LIB - Liberia.
Other than our interests in the vessels described above, we do not own any material physical properties. We lease office space in
various locations, which are not considered material. Further details of our lease commitments can be found in Note 18. to our consolidated financial statements.
REVIEW OF DEVELOPMENTS, POSITION AND PERFORMANCE OF THE COMPANY'S BUSINESS
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Fleet Changes
A summary of the changes in the vessels that we own, lease and charter-in for the years ended December 31, 2024 and 2023 is
summarized in the table below.
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Summary of Fleet Employment
As discussed below, our vessels are operated under time charters and voyage charters.
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Market Overview and Trend Information
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The statistical data provided in this section has been taken from the Energy Information Administration (“EIA”)
as well as the independent third-party maritime research companies, Fearnleys, Clarksons Research and Kpler. The figures quoted below are estimates and may vary from estimates provided by other research services. The overviews set forth below are
based on information, data and estimates derived from industry sources available as of the date of this annual report, and there can be no assurances that such trends will continue or that any anticipated developments referenced in such section
will materialize. This information, data and estimates involve several assumptions and limitations, are subject to risks and uncertainties, and are subject to change based on various factors. You are cautioned not to give undue weight to such
information, data, and estimates. We have not independently verified any third-party information, verified that more recent information is not available and undertake no obligation to update this information unless legally obligated.
Geopolitical tension continued to affect the freight market, altering trading patterns and ton miles. The volume of oil exported from
sanctioned countries has remained elevated in recent years, reaching 18.0% of all waterborne crude and condensate in the beginning of 2024. With such a large part of the overall trade employing questionable actors, an astonishing 11.3% of the
global VLCC, Suezmax tanker and Aframax/LR2 tanker fleet is reported to be sanctioned by the US Office of Foreign Asset Control (“OFAC”). The average age of the tanker fleet continues to rise with 17.4% of the above-mentioned asset classes above
20 years of age, the age above which vessels are normally excluded from oil transportation by compliant actors.
Entering 2025, there has been a material increase in the scope and enforcement of sanctions, as well as the willingness to comply.
In early January 2025, the Shandong Port Authority publicly stated that it would not accommodate vessels on the OFAC list; a substantial move of self-sanctioning in what is an important oil import hub to China. India, another key actor in this
respect, followed suit, and, according to industry sources, this has initiated a positive reversal in oil trading patterns as these major importers shift their focus to compliant oil suppliers, increasing the demand for compliant tonnage.
According to industry sources, there is also an increased demand for vessels that are not on the OFAC list, but willing to engage in the trade of Russian crude, further pulling capacity out of the compliant tanker market. These recent events have
the potential to turn the tide on compliant tanker demand, which has been under pressure ever since Russia invaded Ukraine and while Iran has had the opportunity to increase their exports.
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We have experienced a softer demand growth as Chinese imports decreased. In addition to an overall reduction in
volumes, industry sources also point to the surprising growth in Iranian exports, further reducing transportation demand in the compliant market, and softening the balance of the entire global oil trade. We believe the softer demand growth can to
a greater degree be explained by overall economic activity. In developed and mature economies, fuel tends to correlate to the general demand of other consumer goods, meaning oil and products demand will continue to be cyclical for many years to
come.
Recent years have been characterized by slowing growth in the global crude oil tanker fleet. In 2024, one VLCC was delivered, as
compared to 22 VLCCs delivered in 2023. So far in 2025, only one VLCC has been delivered, while five are scheduled to be delivered, representing fleet growth of less than 1%. There are 29 vessels confirmed for delivery in 2026 and 37 in 2027. At
the end of 2024, the VLCC fleet totaled 883 vessels and the Suezmax tanker fleet totaled 614 vessels after seven vessels were delivered during the year. The total orderbook in this segment consists of 98 vessels, representing 15.9% of the
existing fleet. The LR2 product tanker fleet totaled 446 vessels at the end of 2024, with 183 vessels on order.
The estimated average spot charter rate for a VLCC trading on a standard ‘TD3C’ voyage between the Middle East
and China in 2024 was an estimated daily TCE rate of $34,900. This compares to an estimated daily TCE rate of $36,000 in 2023. The average rate for a Suezmax tanker trading on a standard ‘TD20’ voyage between West Africa and Rotterdam in 2024 was
an estimated daily TCE rate of $37,000. This compares to an estimated daily TCE rate of $40,400 in 2023. The average rate for an LR2 product tanker trading on a standard ‘TC1’ voyage between the Middle East and Japan was an estimated daily TCE
rate of
$40,400 in 2024. This compares to an estimated daily TCE rate of $32,100 in 2023.
Global oil consumption averaged 102.8 million barrels per day (“mbpd”) in 2024 as compared to 101.8 mbpd in 2023 according to the
EIA. Global oil supply grew by 0.6 mbpd as compared to 2023, averaging 102.8 mbpd in 2024. We continue to observe the trend where non-OPEC countries increase their production as OPEC maintains their supply cut strategy. In 2024, non-OPEC
countries increased production by 0.6 mbpd. Asia continues to be the source of demand growth, causing oil to travel further as the Middle Eastern members of OPEC retain a cap on production. Global oil supply is expected to outpace demand in 2025,
and global oil inventories may increase if OPEC+ starts their planned unwinding of cuts in April 2025.
Results of Operations
Total operating revenues and voyage expenses
Voyage charter revenues increased in the year ended December 31, 2024 as compared to the year ended December 31, 2023 primarily due
to:
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an increase of $595.0 million due to the acquisition of 24 VLCCs from CMB.TECH since January 1, 2023, and
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an increase of $24.6 million due to the redelivery of two VLCCs from short-term time charters to voyage charters between January 2023 and December 2024.
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These factors were offset by:
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a decrease of $198.2 million due to the sale of five Suezmax tankers and six VLCCs since January 1, 2023,
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a decrease of $119.5 million due to decreased market rates, and
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a decrease of $69.1 million as a result of delivery of four Suezmax tankers, two LR2/Aframax tankers and one VLCC on to long-term charters between January 2023 and
December 2024.
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Time charter revenues increased in the year ended December 31, 2024 as compared to the year ended December 31,
2023 primarily due to:
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an increase of $37.6 million due to the delivery of four Suezmax tankers, two LR2/Aframax tankers and one VLCC on to long-term charters between January 2023 and December 2024.
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This decrease was offset by:
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a decrease of $16.1 million due to the redelivery of two VLCCs from short-term time charters to voyage charters between January 2023 and December 2024.
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Voyage expenses and commissions increased in the year ended December 31, 2024 as compared to the year ended
December 31, 2023 primarily due to:
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an increase of $254.6 million due to the acquisition of 24 VLCCs from CMB.TECH since January 1, 2023,
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an increase of $13.1 million due to fluctuations in bunker prices,
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an increase of $9.5 million due to the redelivery of two VLCCs from short-term time charters to voyage charters between January 2023 and December 2024, and
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an increase of $8.5 million due to the costs incurred under the EU ETS from January 1, 2024.
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These factors were offset by:
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a decrease of $75.9 million due to the sale of five Suezmax tankers and six VLCCs since January 1, 2023,
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a decrease of $35.0 million due to a decrease in port costs,
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a decrease of $16.4 million as a result of delivery of four Suezmax tankers, two LR2/Aframax tankers and one VLCC on to long-term time charters between January 2023
and December 2024, and
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a decrease of $3.3 million in commissions as a result of decreased charter rates.
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Administrative income primarily comprises the income earned from the technical and commercial management of vessels and newbuilding
supervision fees derived from related parties, affiliated companies and third parties. The decrease in the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily due to:
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a decrease of $3.0 million in technical management fees earned due to a decrease in the number of vessels under technical management,
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a decrease in newbuilding supervision fees of $1.0 million,
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a decrease in commercial management fees of $0.5 million, and
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a decrease in miscellaneous recharges of $0.5 million.
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Other operating income
Gain on settlement of claims
In the year ended December 31, 2023, the Company recorded an arbitration award of $0.4 million in relation to the failed sale of a
vessel.
Gain on sale of vessels
In January 2024, the Company announced that it had entered into an agreement to sell its five oldest VLCCs, built in 2009 and 2010,
for an aggregate net sale price of $290.0 million. Three of the vessels were delivered to the new owner during the first quarter of 2024, and the two remaining vessels were delivered in the second quarter of 2024. After repayment of existing debt
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on the five vessels, the transaction generated net cash proceeds of $208.0 million. The Company recorded a gain
of $68.6 million in the year ended December 31, 2024.
In January 2024, the Company entered into an agreement to sell one of its oldest Suezmax tankers, built in 2010, for a net sale price
of $45.0 million. The vessel was delivered to the new owner during the second quarter of 2024. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of $32.0 million, and the Company recorded a gain of
$11.8 million in the year ended December 31, 2024.
In March 2024, the Company entered into an agreement to sell another one of its oldest Suezmax tankers, built in 2010, for a net sale
price of $46.9 million. The vessel was delivered to the new owner during the second quarter of 2024. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of $34.0 million, and the Company recorded a gain of
$13.8 million in the year ended December 31, 2024.
In June 2024, the Company entered into an agreement to sell its oldest Suezmax tanker, built in 2010, for a net sale price of
$48.5 million. The vessel was delivered to the new owner in October 2024. After repayment of existing debt on the
vessel, the transaction generated net cash proceeds of $36.5 million, and the Company recorded a gain of $17.9 million in the year ended December 31, 2024.
In January 2023, the Company sold a 2009-built VLCC, and a 2009-built Suezmax tanker, for gross proceeds of $61.0 million and $39.5
million, respectively. The vessels were delivered to new owners in January and February 2023, respectively. After repayment of existing debt on the vessels, the transactions generated net cash proceeds of $63.6 million, and the Company recorded a
gain on sale of $9.9 million and $2.8 million, respectively, in the year ended December 31, 2023.
In May 2023, the Company sold a 2010-built Suezmax tanker, for gross proceeds of $44.5 million. The vessel was delivered to the new
owner in June 2023. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of
$28.2 million, and the Company recorded a gain on sale of $9.3 million in the year ended December 31, 2023.
Gain (loss) on pooling arrangements
In the year ended December 31, 2023, the Company recorded a $1.7 million gain related to the pooling arrangement with SFL between two
of its Suezmax tankers, and two SFL vessels. The pooling arrangement was terminated in June 2023.
Ship operating expenses
Ship operating expenses are the direct costs associated with running a vessel and include crew costs, vessel supplies, repairs and
maintenance, lubricating oils and insurance.
Ship operating expenses increased in the year ended December 31, 2024 as compared to the year ended December 31, 2023 primarily due
to:
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an increase of $63.3 million due to the acquisition of 24 VLCCs from CMB.TECH and delivery of two VLCC newbuildings since January 1, 2023, and
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an increase of $10.9 million in relation to general cost increases across other categories.
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These factors were partially offset by:
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a decrease of $18.4 million due to the sale of five Suezmax tankers and six VLCCs since January 1, 2023.
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Administrative expenses
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Administrative expenses decreased in the year ended December 31, 2024 as compared to the year ended December 31, 2023 primarily due to:
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a $12.7 million decrease in share-based payment expense, resulting from the revaluation of the synthetic option liability based on the decrease in quoted share price as at December 31,
2024,
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a $3.9 million decrease in legal and professional fees due to higher costs in 2023 related to the terminated combination agreement with CMB.TECH, and
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a $0.8 million decrease in costs incurred in the management of vessels.
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Depreciation
Depreciation expense increased in the year ended December 31, 2024 as compared to the year ended December 31, 2023 primarily due to:
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an increase of $133.9 million due to the acquisition of 24 VLCCs from CMB.TECH and delivery of two VLCC newbuildings since January 1, 2023.
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These factors were offset by:
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a decrease of $28.6 million due to the sale of five Suezmax tankers and six VLCCs since January 1, 2023.
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Finance income
Interest income in the year ended December 31, 2024 and the year ended December 31, 2023 mainly relates to interest received on bank deposits.
Foreign currency exchange differences relate to movements of U.S. dollar against other currencies used in day-to-day transactions.
Finance expense
Finance expense increased in the year ended December 31, 2024 as compared to the year ended December 31, 2023 primarily due to:
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an increase of $98.7 million due to additional borrowings relating to the acquisition of 24 VLCCs from CMB.TECH and delivery of two VLCC newbuildings since January 2023,
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an increase of $12.5 million related to the increase in benchmark interest rates on the Company’s floating rate debt,
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an increase of $10.5 million in amortization of capitalized loan issuance costs and debt extinguishment losses,
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an increase of $9.9 million related to the drawdowns on borrowings with related parties, which were fully repaid as of December 31, 2024, and
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an increase of $1.1 million in other financial items and foreign currency exchange losses.
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These factors are partially offset by:
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a decrease of $7.7 million due to the sale of five Suezmax tankers and six VLCCs since January 1, 2023, and
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a decrease of $1.2 million due to the increase in gain on interest rate swaps.
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Gain on marketable securities
On October 9, 2023, in connection with the Acquisition, Frontline and Famatown Finance Limited, a company related to Hemen agreed to
sell all their shares in CMB.TECH (57,479,744 shares, representing in aggregate 26.12% of CMB.TECH’s issued shares) to Compaignie Maritime Belge NV (“CMB”) at a price of $18.43 per share. The proceeds of the sale of the shares have been used to
partly finance the Acquisition. In the year ended December 31, 2023, the Company recognized a gain on marketable securities in relation to the CMB.TECH shares of $19.0 million.
In the year ended December 31, 2024, the Company recognized loss on marketable securities of $3.4 million (2023:
$4.0 million gain), primarily due to the revaluation of the shares held in Avance Gas.
Share of results of associated company
In the year ended December 31, 2024, the Company recognized a share of results of TFG Marine of a $1.7 million loss (2023:
$2.8 million profit).
In the year ended December 31, 2024, the Company recognized a share of results of FMS Holdco Limited of a $1.1 million profit (2023:
$0.6 million profit).
See Note 15 to our audited Consolidated Financial Statements included herein for further details on our equity method investments.
Dividends received
The decrease in dividends received in the year ended December 31, 2024 is due to dividends received in the year ended December 31,
2023 from investments in marketable securities primarily related to the shares held in CMB.TECH up until the date of disposal.
Tax
The increase in income tax expense in the year ended December 31, 2024 as compared to the year ended December 31, 2023 is due to
corporation tax in Cyprus.
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Liquidity and capital resources
We operate in a capital intensive industry and have historically financed our purchase of tankers and other
capital expenditures through a combination of cash generated from operations, equity capital and borrowings from commercial banks. Our ability to generate adequate cash flows on a short and medium term basis depends substantially on the trading
performance of our vessels in the market. Historically, market rates for charters of our vessels have been volatile. Periodic adjustments to the supply of and demand for oil and product tankers causes the industry to be cyclical in nature. We
expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short and medium term liquidity.
Our funding and treasury activities are conducted within corporate policies to increase investment returns while
maintaining appropriate liquidity for our requirements. Cash and cash equivalents are held primarily in U.S. dollars with some balances held in British pounds, Euros, Norwegian kroner and Singapore dollars.
Our short-term liquidity requirements relate to payment of operating costs (including dry docking), funding working capital
requirements, repayment of debt financing, payment of newbuilding installments, payment of commitments for upgrading vessels such as for EGCS, BWTS and ongoing decarbonization projects, and maintaining cash reserves against fluctuations in
operating cash flows. Sources of short-term liquidity include cash balances, revolving credit facilities. Short-term investments and receipts from our customers. Revenues from time charters are generally received monthly or fortnightly in advance
while revenues from voyage charters are received upon completion of the voyage.
As of December 31, 2024 and 2023, we had cash and cash equivalents of $413.5 million and $308.3 million, respectively.
The Company’s loan agreements contain certain financial covenants, including the requirement to maintain a certain level of free
cash, positive working capital and a value adjusted equity covenant. Cash and cash equivalents include cash balances of
$92.6 million (2023: $75.4 million,), which represents 50% (2023: 50%) of the cash required to be maintained by
the financial covenants in our loan agreements. The Company is permitted to satisfy up to 50% of the cash requirements by maintaining a committed undrawn credit facility with a remaining availability of greater than 12 months.
Our interest rate swaps can require us to post cash as collateral based on their fair value. As of December 31, 2024 and 2023, no
cash was required to be posted as collateral in relation to our interest rate swaps.
As of December 31, 2024, there are no remaining vessels in the Company’s newbuilding program and there are no remaining newbuilding
commitments.
As of December 31, 2024, the Company has agreed to provide a $60.0 million guarantee in respect of the performance of its
subsidiaries, and two subsidiaries of an affiliate of Hemen, under a bunker supply arrangement with TFG Marine. As of December 31, 2024, there are no amounts payable under this guarantee. In addition, should TFG Marine be required to provide a
parent company guarantee to its bunker suppliers or finance providers then for any guarantee that is provided by the Trafigura Group and becomes payable, Frontline shall pay a pro rata amount based on its share of the equity in TFG Marine. The
maximum liability under this guarantee is $6.0 million and there are no amounts payable under this guarantee as at December 31, 2024.
In February 2025, the Company entered into a senior secured credit facility in an amount of up to $119.7 million with ING and First
Citizens to refinance outstanding debt on two VLCCs and, in addition, to provide revolving credit capacity in an amount of up to $51.6 million. The new facility has a tenor of five years, carries an interest rate of the Secured Overnight
Financing Rate (“SOFR”) plus a margin of 165 basis points and has an amortization profile of 18 years commencing on the delivery date from the yard.
In February 2025, the Company entered into a senior secured credit facility in an amount of up to $72.3 million with Crédit Agricole
to refinance outstanding debt on a VLCC and, in addition, to provide revolving credit capacity in an amount of up to
$25.4 million. The new facility has a tenor of five years, carries an interest rate of SOFR plus a margin of 170
basis points and has an amortization profile of 18 years commencing on the delivery date from the yard.
In February 2025, the Company entered into a senior secured credit facility in an amount of up to $47.0 million
with SEB to refinance outstanding debt on one Suezmax tanker and, in addition, to provide revolving credit capacity in an amount of up to
$14.9 million. The new facility has a tenor of five years, carries an interest rate of SOFR plus a margin of 170
basis points and has an amortization profile of 20 years commencing on the delivery date from the yard.
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We believe that cash on hand and borrowings under our current and committed credit facilities, along with cash
generated from operating activities will be sufficient to fund our requirements for, at least, the twelve months from the date of this annual report.
Medium to Long-term Liquidity and Cash Requirements
Our medium and long-term liquidity requirements include funding the equity portion of investments in new or replacement vessels and
repayment of bank loans. Additional sources of funding for our medium and long-term liquidity requirements include cash flows from operations, new loans, refinancing of existing arrangements, equity issues, public and private debt offerings,
vessel sales, sale and leaseback arrangements and asset sales.
Cash Flows
The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated.
Net cash provided by operating activities
Net cash provided by operating activities decreased by $119.8 million in the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Net cash provided by operating activities was primarily impacted by: (i) overall market conditions as reflected by TCE rates,
(ii) the size and composition of our fleet that we own, lease and charter-in, (iii) whether our vessels were operated under time charters or voyage
charters, and (iv) changes in operating assets and liabilities.
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i.
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Our reliance on the spot market contributes to fluctuations in cash flows from operating activities as a result of its exposure to highly cyclical tanker rates. Any
increase or decrease in the average TCE rates earned by our vessels will have a positive or negative comparative impact, respectively, on the amount of cash provided by operating activities. TCE represents operating revenues less other
income and voyage expenses. TCE is therefore impacted by both movements in operating revenues, as determined by market freight rates, and voyage expenses, which are primarily comprised of bunker expenses, port charges and canal tolls.
In 2024, average market quoted TCE rates decreased for VLCCs, Suezmax tankers and LR2 product tankers as compared to 2023, see “Market Overview and Trend Information” above. The net decrease in average quoted market rates led to a
$136.7 million decrease in cash provided by operating activities for the year ended December 31, 2024. In addition, a net decrease in voyage expenses, primarily due to lower commissions and port costs, also a component of TCE, in 2024
compared to 2023, resulting in a $16.5 million increase in cash provided by operating activities.
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ii.
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Detailed information on the size and composition of our fleet, along with whether our vessels were operated under time charters or voyage charters, including changes
between the periods presented, is disclosed in “Fleet Changes” and “Summary of Fleet Employment” above. Changes in the size and composition of our fleet resulted in a net increase in cash provided by operating activities of $82.6
million. The increase is primarily due to the acquisition of 24 VLCCs from CMB.TECH and delivery of two VLCC newbuildings, offset by the sale of five Suezmax tankers and six VLCCs, between January 1, 2023 and December 31, 2024. These
changes led to an increase of $396.8 million in cash received from revenues. The aforementioned increase was partially offset by the increase in cash paid for voyage expenses, ship operating expenses and interest expense of $314.3
million.
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iii.
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Changes in operating assets and liabilities resulted in an increase in cash provided by operating activities of $4.8 million. The movement in
working capital balances are impacted by the timing of voyages, and also by the timing of
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fueling and consumption of fuel on board our vessels. Revenues for vessels that operate under time charters are typically billed in advance, whereas
revenues under voyage charters are typically billed upon completion of a voyage.
In addition to the above factors, net cash provided by operating activities decreased due to the following:
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a $40.6 million decrease in dividends received from marketable securities primarily related to the shares held in CMB.TECH up until the date of disposal.
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a $25.9 million increase in interest expense and debt issuance costs primarily as a result of additional drawdowns on the Company’s fixed and floating rate facilities.
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an increase of $13.0 million in relation to general cost increases.
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an increase in cash outflows in relation to tax payments of $4.5 million.
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Net cash used in investing activities
Net cash used in investing activities of $483.4 million in 2024 comprised mainly of:
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additions to newbuildings, vessels and equipment of $915.2 million, consisting of $884.5 million in relation to the remaining 13 VLCCs acquired from CMB.TECH in
2024, $22.4 million capitalized dry docking costs and $8.3 million paid for various vessel upgrades.
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This was offset by:
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$431.9 million proceeds from the sale of five VLCCs and three Suezmax tankers.
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Net cash used in investing activities of $1,235.5 million in 2023 comprised mainly of:
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additions to newbuildings, vessels and equipment of $1,631.4 million, consisting of $1,107.9 million relation to the purchased 11 VLCCs, $349.2 million prepaid
consideration relating to the remaining 13 VLCCs to be delivered in 2024, $143.1 million in respect of the two newbuildings delivered in the period, $28.9 million capitalized dry docking costs and $2.3 million paid for various vessel
upgrades.
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This was offset by:
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$251.8 million proceeds from the sale of investment in CMB.TECH shares,
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$142.7 million proceeds from the sale of two Suezmax tankers tankers and a VLCC vessel, and
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$1.4 million of loan repayment from an associated company.
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Net cash provided by financing activities
Net cash used by financing activities in 2024 of $147.8 million was primarily due to:
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debt repayments of $1,880.1 million,
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cash dividends of $434.1 million paid, and
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lease repayments of $0.9 million.
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These items were partially offset by:
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debt drawdowns of $2,167.3 million
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Net cash provided by financing activities in 2023 of $433.1 million was primarily due to:
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debt drawdowns of $1,609.4 million.
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These items were partially offset by:
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debt repayments of $536.6 million,
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cash dividends of $638.9 million paid, and
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lease repayments of $0.9 million.
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FINANCIAL RESULTS
The Company's profit after tax was $495.6 million for the year ended December 31, 2024 compared to a profit after tax of
$656.4 million for the year ended December 31, 2023. The total assets of the Company as of December 31, 2024 were
$6,220.8 million and the net assets were $2,340.2 million, compared to $5,882.8 million and $2,277.3 million, respectively, as of December 31, 2023.
See the Consolidated Financial Statements accompanying Notes included herein for further details.
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties that the Company faces relate to tanker market volatility, ESG factors, operations, compliance,
and cyber security as follows:
Tanker market volatility
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.
The war in Ukraine and in Israel and Gaza have continued to disrupt energy production and trade patterns, including shipping in the Black Sea, Red Sea and elsewhere, and its impact on energy demand and costs is expected to remain uncertain. 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 replacement 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:
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the supply of and demand for oil and oil products;
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the supply of and demand for alternative energy sources
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global and regional economic and political conditions, including developments in international trade, including increased vessel attacks and piracy, national oil
reserves policies, fluctuations in industrial and agricultural production;
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national policies regarding strategic oil inventories (including if strategic reserves are set at a lower level in the future
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as oil decreases in the energy mix);
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regional availability of refining capacity and inventories compared to geographies of oil production regions;
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changes in seaborne and other transportation patterns, including changes in the distances over which tanker cargoes are transported by sea;
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increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in markets we may serve, or the
conversion of existing non-oil pipelines to oil pipelines in those markets;
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currency exchange rates, most importantly versus USD;
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weather, acts of God and natural disasters;
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competition from alternative sources of energy and from other shipping companies and other modes of transport;
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international sanctions, embargoes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed conflicts;
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any restrictions on crude oil production imposed by the Organization of the Petroleum Exporting Countries (“OPEC”) and non-OPEC oil producing countries;
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legal and regulatory changes including regulations adopted by supranational authorities and/or industry bodies, such as safety and environmental regulations and
requirements by major oil companies; and
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diseases and viruses, affecting livestock and humans, including pandemics.
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The factors that influence the supply of tanker capacity include:
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current and expected purchase orders for tankers;
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the number and size of newbuilding orders and deliveries, as may be impacted by the availability of financing for new vessels and shipping activity;
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the number of shipyards and ability of shipyards to deliver vessels;
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any potential delays in the delivery of newbuilding vessels and/or cancellations of newbuilding orders;
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availability of financing for new vessels and shipping activity;
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the degree of recycling of older vessels, depending, amongst other things, on recycling rates and international recycling regulations;
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the number of vessel casualties;
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technological advances in tanker design and capacity, propulsion technology and fuel consumption efficiency;
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tanker freight rates, which are affected by factors that may affect the rate of newbuilding, swapping and laying up of tankers;
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port and canal congestion;
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slow-steaming of vessels;
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the price of steel and vessel equipment;
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the number of conversions of tankers to other uses or conversions of other vessels to tankers;
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the number of tankers that are out of service, namely those that are laid-up, dry docked, awaiting repairs or otherwise not available for hire;
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business disruptions, including supply chain disruptions, those related to the imposition of tariffs and congestion, due to natural or other disasters and any lockdown measures imposed
by governments in regions whose economic conditions have a direct correlation demand for tanker products, including China;
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government and industry regulations of maritime transportation practices, particularly environmental protection laws and regulations, including ballast water management, low sulfur fuel
consumption regulations, and reductions in CO2 emissions;
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changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage.
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environmental concerns and uncertainty around new regulations in relation to, amongst others, new technologies which may delay the ordering of new vessels; and
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government subsidies of shipbuilding.
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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 2024 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.
The U.S. government has made statements and taken actions that may impact U.S. and international trade policies, including tariffs
affecting certain Chinese industries. Additionally, the Trump administration has imposed, and may impose additional, tariffs on imports from Canada, Mexico and China as well as other countries. It is unknown whether and to what extent new tariffs
(or other new laws or regulations) will be adopted by the U.S. and other countries, or the effect that any such actions would have on us or our industry. If any new tariffs, legislation and/or regulations are implemented, or if existing trade
agreements are renegotiated or, in particular, if the U.S. government takes further retaliatory trade actions due to ongoing
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international trade tensions, such changes could have an adverse effect on our business, results of operations
and financial condition.
ESG 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 focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments. Companies which fail to
adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have failed to respond 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 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 finance our plans for growth. If those capital markets are unavailable to us, 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.
Operational risks
The operation of an ocean-going vessel carries inherent risks. These risks include the possibility of:
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loss of life or harm to seafarers;
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a marine accident or disaster, bad weather and other acts of God;
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environmental accidents and pollution, oil spills and toxic gas releases;
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cargo and property losses or damage; and
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business interruptions caused by mechanical failure, grounding, fire, explosions and collisions, unexpected tank corrosion and human error; and
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attacks on vessels, including cyberattacks, drone and missile attacks, mining of waterways, war, terrorism, piracy, diseases, political action in various countries, tariffs, labor
strikes and/or boycotts or adverse weather conditions.
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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. In addition, 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.
Acts of piracy and other attacks have historically affected ocean-going vessels trading in certain regions of the
world, such as the South China Sea, the Arabian Sea, the Red Sea, Suez Canal, the Gulf of Aden off the coast of Somalia, Sulu Sea, Celebes Sea, the Malacca and Singaporean Straits and the Indian Ocean and, in particular, the Gulf of Guinea region
off the coast of Nigeria. We consider potential acts of piracy to be a material risk to the international shipping industry, and protection against this risk requires vigilance. Our vessels regularly travel through regions where pirates are
active. We are insured for a wide range of war risks through membership in a mutual war risk club. Crew and security equipment costs, including costs which may be incurred to the extent we employ onboard security guards, could also increase in
such circumstances.
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If our vessels suffer damage, they may need to be repaired at a dry docking facility. The costs of dry dock
repairs are unpredictable and may be substantial. We may have to pay dry docking 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 dry docking facilities is sometimes limited and not all dry docking facilities are conveniently located. We may be unable to find space at a
suitable dry docking facility or our vessels may be forced to travel to a dry docking 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 dry docking facilities may adversely affect our business and financial condition. Further, the involvement of our vessels in a serious accident or 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.
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.
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).
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 dry docked every 30 to 60 months for inspection of its underwater parts. Our vessels also undergo inspections with a view towards compliance under the Ship Inspection Report Programme and the United
States Coast Guard (“USCG”) requirements, as applicable.
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.
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 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 (“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 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.
Further, government regulation of vessels, particularly in the areas of safety and environmental
requirements, can be expected to become stricter in the future and may require us to incur significant capital expenditures to keep our vessels in compliance.
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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
supply and demand for oil and gas, actions by OPEC and other oil and gas producers, economic or other sanctions levied against oil and gas producing countries, 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.
In addition, the entry into force, on January 1, 2020, of the 0.5% global sulfur cap in marine fuels used by vessels that are not
equipped with sulfur oxide scrubbers under MARPOL Annex VI may lead to changes in the production quantities and prices of different grades of marine fuel by refineries and introduces an additional element of uncertainty in fuel markets, which
could result in additional costs and adversely affect our cash flows, earnings and results from operations.
Compliance risks
Although we intend to maintain compliance with all applicable sanctions and embargo laws, 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 countries or territories, or engage in other such transactions or dealings that would be
violative of applicable sanctions, 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.
U.S. sanctions exist under a strict liability regime. A party need not know it is violating sanctions and need
not intend to violate sanctions to be liable. We could be subject to monetary fines, penalties, or other sanctions for violating applicable sanctions or embargo laws even in circumstances where our conduct, or the conduct of a charterer, is
consistent with our sanctions-related policies, unintentional or inadvertent.
The laws and regulations of these different jurisdictions vary in their application and do not all apply to the same covered persons
or proscribe the same activities. In addition, the sanctions and embargo laws and regulations of each jurisdiction may be amended to increase or reduce the restrictions they impose over time, and the lists of persons and entities designated under
these laws and regulations are amended frequently. Moreover, most sanctions regimes provide that entities owned or controlled by the persons or entities designated in such lists are also subject to sanctions. The U.S., U.K., and EU have enacted
new sanctions programs in recent years. Additional countries or territories, as well as additional persons or entities within or affiliated with those countries or territories, have, and in the future will, become the target of sanctions. These
require us to be diligent in ensuring our compliance with sanctions laws. Further, the U.S. has increased its focus on sanctions enforcement with respect to the shipping sector. Current or future counterparties of ours may be affiliated with
persons or entities that are or may be in the future become the subject of sanctions imposed by the United States, U.K., 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.
As a result of Russia’s actions in Ukraine and the war between Israel and Hamas, the U.S., EU
and United Kingdom, together with numerous other countries, have imposed significant economic sanctions which may adversely affect our ability to operate in these regions and also restrict parties whose cargo we carry.
Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations in 2024, 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 our reputation and the market for our securities to be adversely affected and/or 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
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adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions
in countries or territories that we operate in.
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.
We have incurred increased costs to comply with revised environmental 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 a 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. In the year ended December 31, 2024, the Company did not incur any costs for the purchase and installation of
scrubbers.
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 (“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.
We may be, from time to time, involved in various litigation matters and arbitration proceedings. These matters
may include, among other things, contract disputes, personal injury claims, environmental claims or proceedings, asbestos and other toxic
41
tort claims, employment matters, governmental claims for taxes or duties, and other litigation that arises in the
ordinary course of our business. Although we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of any claim or other litigation matter, and the ultimate outcome of any litigation or the potential
costs to resolve them may have a material adverse effect on us. Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent which may have a material adverse effect on our financial condition. See Note 23 to
our audited Consolidated Financial Statements herein for further details.
Cyber security risks
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.
42
To the extent cybersecurity 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 a threat and any potential impact at this time.
Furthermore, cybersecurity continues to be a key priority for regulators around the world, and some jurisdictions have enacted laws
requiring companies to notify individuals or the general investing public of data security breaches involving certain types of personal data, including the United States. If we fail to comply with the relevant laws and regulations, we could
suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage.
USE OF FINANCIAL INSTRUMENTS BY THE COMPANY
Interest Rate Risk
The Company is exposed to the impact of interest rate changes primarily through its floating-rate borrowings that
require the Company to make interest payments based on SOFR. Significant increases in interest rates could adversely affect operating margins, results of operations and ability to service debt. The Company uses interest rate swaps to reduce its
exposure to market risk from changes in interest rates. The principal objective of these contracts is to minimize the risks and costs associated with its floating-rate debt. The Company is exposed to the risk of credit loss in the event of
non-performance by the counterparty to the interest rate swap agreements.
As of December 31, 2024, the Company’s outstanding debt which was at variable interest rates, net of the amount subject to interest
rate swap agreements, was $3,204.0 million. Based on this, a one percentage point increase in annual SOFR interest rates would increase its annual interest expense by approximately $32.0 million, excluding the effects of capitalization of
interest.
Foreign Currency Risk
The majority of the Company’s transactions, assets and liabilities are denominated in U.S. dollars, its functional
currency. Certain of its subsidiaries report in British pounds, Norwegian kroner or Singapore dollars and risks of two kinds arise as a result: a transaction risk, that is, the risk that currency fluctuations will have an effect on the value of
cash flows; and a translation risk, which is the impact of currency fluctuations in the translation of foreign operations and foreign assets and liabilities into U.S. dollars in the consolidated financial statements.
Inflation
Significant global inflationary pressures (such as the war between Russia and the Ukraine) increase operating,
voyage, general and administrative, and financing costs. Historically, shipping companies are accustomed to navigating in shipping downturns, coping with inflationary pressures and monitoring costs to preserve liquidity, as they typically
encourage suppliers and service providers to lower rates and prices.
Although inflation has had a moderate impact on our vessel operating expenses, insurance and corporate overheads, management does
not consider inflation to be a significant risk to direct costs in the current and foreseeable economic environment. Oil transportation is a specialized area and the number of vessels is increasing. There will therefore be an increased demand for
qualified crew and this has and will continue to put inflationary pressure on crew costs. However, in a shipping downturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to preserve
liquidity and encourage suppliers and service providers to lower rates and prices in the event of a downturn.
Price Risk
Our exposure to equity securities price risk arises from marketable securities held by the Company which are
listed equity securities and are carried at FVTPL unless the election to present subsequent changes in the investment's fair value in OCI is made.
Interest Rate Swap Agreements
In February 2016, the Company entered into an interest rate swap with DNB whereby the floating interest on notional debt of $150.0
million was switched to fixed rate. The contract had a forward start date of February 2019. In the year ended December 31, 2020, the Company entered into three interest rate swaps with DNB whereby the floating interest rate on notional debt
totaling $250.0 million was switched to a fixed rate. In the year ended December 31, 2020, the Company entered into two interest rate swaps with Nordea Bank whereby the floating interest rate on notional debt totaling $150.0 million was switched
to a fixed rate. The aggregate fair value of these swaps at December 31, 2024 was an asset of $24.4 million (2023: $39.1 million) and a liability of nil (2023: nil). The fair value (Level 2) of the Company’s interest rate swap agreements is the
estimated amount that the Company would receive or pay to terminate the agreements at the reporting date, taking into account, as
43
applicable, fixed interest rates on interest rate swaps, current interest rates, forward rate curves and the
current credit worthiness of both the Company and the derivative counterparty. The estimated fair value is the present value of future cash flows. The Company recorded a gain on these interest rate swaps of $9.2 million in 2024 (2023: gain of
$8.0 million).
DIVIDENDS
In February 2025, we declared a dividend of $0.20 per share for the fourth quarter of 2024. In November 2024, we declared a dividend
of $0.34 per share for the third quarter of 2024. In August 2024, we declared a dividend of $0.62 per share for the second quarter of 2024. In May 2024, we declared a dividend of $0.62 for the first quarter of 2024. In February 2024, we declared
a dividend of $0.37 per share for the fourth quarter of 2023. In November 2023, we declared a dividend of $0.30 per share for the third quarter of 2023. In August 2023, we declared a dividend of $0.80 per share for the second quarter of 2023. In
May 2023, we declared a dividend of $0.70 for the first quarter of 2023. In February 2023, we declared a dividend of $0.30 per share for the third quarter and a dividend of $0.77 per share for the fourth quarter of 2022. In August 2022, we
declared a dividend of $0.15 per share for the second quarter of 2022. The timing and amount of dividends, if any, is at the discretion of the Board. We cannot guarantee that our Board will declare dividends in the future. The Board does not
recommend any further dividend for 2024.
SHARE CAPITAL AND PREMIUM
Authorized capitalization
The authorized share capital of the Company as of December 31, 2024 is $600,000,000 (2023: $600,000,000) divided into 600,000,000
shares (2023: 600,000,000) of $1.00 nominal value each, of which 222,622,889 shares (December 31, 2023: 222,622,889 shares) of $1.00 nominal value each are in issue and fully paid.
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Reconciliation of the Number of Ordinary Shares Outstanding through December 31, 2024
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BOARD OF DIRECTORS
The members of the Board of Directors as of December 31, 2024 and at the date of this report, as well as changes in the composition
during 2024 are shown on page 3. See the Corporate Governance and Remuneration reports for further detail on the distribution of responsibilities and compensation of the Board of Directors.
DIRECTORS’ INTEREST IN THE SHARE CAPITAL OF THE COMPANY
As of April 7, 2025, the beneficial interests of our directors and officers in our ordinary shares were as follows
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EVENTS AFTER THE BALANCE SHEET DATE
See Note 25 to our audited Consolidated Financial Statements included herein for further details.
BRANCHES
The Company did not operate through any branches during the year.
INDEPENDENT AUDITORS
The independent auditors, PricewaterhouseCoopers Limited, have expressed their willingness to continue in office. A resolution giving
authority to the Board of Directors to fix their remuneration was passed at the Annual General Meeting on December 12, 2024.
On behalf of the Board of Directors of Frontline Plc
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Frontline plc
Consolidated Statements of Profit or Loss for the years ended December 31, 2024, 2023 and 2022
(in thousands of $, except per share amounts)
46
Frontline plc
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022
(in thousands of $)
47
Frontline plc
Consolidated Statements of Financial Position as of December 31, 2024 and 2023
(in thousands of $)
48
On April 7, 2025, the Board of Directors of Frontline Plc authorized these consolidated financial statements for issue.
49
Frontline plc
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
(in thousands of $)
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51
52
Frontline plc
Notes to Consolidated Financial Statements
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1.
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GENERAL INFORMATION
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Frontline plc (formerly Frontline Ltd.), the Company or Frontline, is an international shipping company formerly
incorporated in Bermuda as an exempted company under the Bermuda Companies Law of 1981 on June 12, 1992. At a Special General Meeting on December 20, 2022, the Company’s shareholders agreed to redomicile the Company to the Republic of Cyprus
under the name of Frontline plc (the “Redomiciliation”). The Company was officially redomiciled to Cyprus on December 30, 2022.
The business, assets and liabilities of Frontline Ltd. and its subsidiaries prior to the Redomiciliation were the same as Frontline
plc immediately after the Redomiciliation on a consolidated basis, as well as its fiscal year. In addition, the directors and executive officers of the Frontline plc immediately after the Redomiciliation were the same individuals who were
directors and executive officers, respectively, of Frontline Ltd. immediately prior to the Redomiciliation.
Prior to the Redomiciliation, Frontline Ltd.’s ordinary shares were listed on the New York Stock Exchange (“NYSE”) and Oslo Stock
Exchange (“OSE”) under the symbol “FRO”. Upon effectiveness of the Redomiciliation, the Company’s ordinary shares continue to be listed on the NYSE and OSE and commenced trading under the new name Frontline plc and the new CUSIP number M46528101
and the new ISIN CY0200352116 on the NYSE on January 3, 2023 and on the OSE on January 13, 2023. Frontline plc’s Legal Entity Identifier number was not affected by the Redomiciliation and remains the same.
The Company operates oil tankers of two sizes: VLCCs, which are between 200,000 and 320,000 dwt, and Suezmax tankers, which are
vessels between 120,000 and 170,000 dwt, and operates LR2/Aframax tankers, which are clean product tankers, and range in size from 110,000 to 115,000 dwt. The Company operates through subsidiaries located in Cyprus, Bermuda, Liberia, the Marshall
Islands, Norway, the United Kingdom, Singapore and China. The Company is also involved in the charter, purchase and sale of vessels.
As of December 31, 2024, the Company’s fleet consisted of 81 owned vessels, with an aggregate capacity of approximately
17.8 million DWT (41 VLCCs, 22 Suezmax tankers and 18 LR2/Aframax tankers).
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2.
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MATERIAL ACCOUNTING POLICY INFORMATION
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1.
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Basis of presentation
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Our consolidated financial statements are prepared in accordance with IFRS® Accounting Standards (“IFRS”) as
adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
The financial statements were approved by the Board of Directors on April 7, 2025, and authorized for issue.
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2.
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Use of judgements and estimates
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The preparation of the consolidated financial statements in conformity with IFRS requires management to make
judgements, estimates and assumptions that affect the application of the Company’s accounting policies and the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be reasonable under the circumstances, the results of which are the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed periodically. Revisions to estimates are recognized in the period in which the
estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Information about judgements and areas where significant estimates have been made in applying accounting policies
that have the most significant effects on the amounts recognized in the consolidated financial statement is included in the following notes:
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•
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Note 12 - Depreciation: The cost of the vessels less estimated residual value is depreciated on a straight-line basis over the vessels' estimated remaining economic useful lives. The
selection of an appropriate useful economic life requires
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53
significant estimation. In addition, residual value may vary due to changes in market prices on scrap. See policy
8.3. for further details.
Change in useful life of vessels
Historically the Company has applied a 25 year useful economic life to its vessels. The Company reviews estimated
useful lives and residual values each year. Estimated useful lives may change due to changed end user requirements, costs related to maintenance and upgrades, technological development and competition as well as industry, environmental and legal
requirements. Specifically, the Company has noted that many of our customers apply stringent vetting requirements to vessels to ensure that the most rigorous technical standards are adhered to in their value chain. As a result, many customers
apply age criteria to the vessels they are willing to charter. In recent years, the Company has noted a two-tier market forming, with vessels under 20 years of age, or lower, favored by top tier charterers, and vessels over 20 years being
considered candidates for recycling, or being utilized in markets other than the spot market in which we primarily compete. Furthermore, as a result of the increased focus on environmental factors for both owners and investors it is expected that
the competitive age threshold for a vessel may decrease as costs to comply with upcoming regulations may increase moving forward. As of December 31, 2022, the Company revised the estimated useful life of its vessels from 25 years to 20 years as a
result of its analysis of the aforementioned factors. This change in estimate was applied prospectively from January 1, 2023 and did not result in any restatement to the prior year consolidated financial statements.
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•
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Note 12 - Vessel impairment: The carrying amounts of the Company’s vessels may not represent their fair market value at any point in time since the market prices of
secondhand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Historically, both charter rates and vessel values tend to be cyclical. When events and changes in circumstances indicate that the carrying
amount of the asset or Cash Generating Unit (“CGU”) might not be recovered, the Company performs an impairment test whereby the carrying amount of the asset or CGU is compared to its recoverable amount, which is the greater of its value
in use, based on discounted cash flows, and its fair value less cost to sell. In developing estimates of future cash flows in order to assess value in use, the Company must make assumptions about future performance, with significant
assumptions being related to charter rates, ship operating expenses, utilization, dry docking and other capital requirements, residual value, the estimated remaining useful lives of the vessels and the probability of lease terminations
for right-of-use assets. These assumptions are based on historical trends as well as future expectations. See policy 10.2. for further details.
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•
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Note 14 - Goodwill impairment: The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points
during the analysis. Our future operating results may be affected by potential impairment charges related to goodwill. Events or circumstances may occur that could negatively impact our ordinary share price, including changes in our
anticipated revenues and profits and our ability to execute on our strategies. See policy 10.2. for further details.
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Measurement of fair values
A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both
financial and non-financial assets and liabilities. When measuring the fair value of an asset or a liability, the Company uses market observable data as far as possible. Fair values are categorized into different levels in a fair value hierarchy
based on the inputs used in the valuation techniques as follows.
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Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
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•
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Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e.
derived from prices).
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•
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Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
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If the inputs used to measure the fair value of an asset or a liability might be categorized in different levels of the fair value
hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Company recognizes transfers between levels of
the fair value hierarchy at the end of the reporting period during which the change has occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
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•
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Note 9 - Marketable securities
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•
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Note 12 - Vessel impairment
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•
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Note 14 - Goodwill impairment
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•
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Note 19 - Financial instruments; and
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54
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•
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Note 21 - Share options
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3.
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Principles of consolidation
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The consolidated financial statements include the accounts for us and our wholly and majority owned subsidiaries.
Intercompany accounts and transactions have been eliminated on consolidation. The results of acquired companies are included in our Consolidated Statement of Profit or Loss from the date of acquisition.
For investments in which we have significant influence over the operating and financial policies, the equity method of accounting is
used. Accordingly, our share of the earnings and losses of these companies are included in the share of results of associated companies in the Consolidated Statements of Profit or Loss.
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4.
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Foreign currency
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Our functional currency is the U.S. dollar. Transactions in foreign currencies are translated to U.S. dollars at
the foreign exchange rate applicable at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are translated to U.S. dollars at the foreign exchange rate applicable at
that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign exchange differences arising on translation are
generally recognized in profit or loss.
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5.
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Financial Instruments
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Recognition and initial measurement
Trade and other receivables and trade and other payables are initially recognized when they are originated. All
other financial assets and financial liabilities (including financial assets designated as Fair Value through Other Comprehensive Income (“FVOCI”) are initially recognized on the trade date, which is the date that the Company becomes a party to
the contractual provisions of the instrument.
Financial assets are initially measured at their transaction price including any transaction costs, except equity instruments
designated as Fair Value through Profit or Loss (“FVTPL”) or FVOCI, which are measured at fair value.
Financial liabilities are recognized initially at their transaction price less any directly attributable transaction costs. The
fair values of equity investments are based on quoted prices.
Financial assets and liabilities are not offset and are presented gross in the Consolidated Statement of Financial Position unless
the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
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5.1.
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Financial assets
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Classification and subsequent measurement
On initial recognition, a financial asset is classified and measured at: amortized cost; FVOCI-equity
instrument; or FVTPL. The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics.
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for
managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
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•
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It is held within a business model whose objectives is to hold assets to collect contractual cash flows; and
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•
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Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
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On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect
to present subsequent changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes
all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that
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otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates
or significantly reduces an accounting mismatch that would otherwise arise.
Marketable securities
Marketable securities held by the Company are listed equity securities and are classified and measured at FVTPL
unless the election to present subsequent changes in the investment's fair value in OCI is made. No such elections have been made by the Company.
Derecognition
The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire,
or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains
substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
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5.2.
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Financial liabilities
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Classification and subsequent measurement
Financial liabilities are classified as subsequently measured at amortized cost or FVTPL.
A financial liability is classified as at FVTPL if it is a derivative. Financial liabilities at FVTPL are measured at fair value and
gains and losses are recognized in profit or loss.
Non-derivative financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest
expense is recognized in profit or loss unless the interest is capitalized as borrowing costs. Non-derivative financial liabilities comprise loans and borrowings, lease liabilities, related party payables and trade and other payables.
Derecognition
The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled, or
expired. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid
(including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
Debt issuance costs
Debt issuance costs, including debt arrangement fees, are capitalized and amortized using the effective interest
method over the term of the relevant loan. Amortization of debt issuance costs is included in interest expense. If a loan is repaid early, any unamortized portion of the related debt issuance costs is expensed in the period in which the loan is
repaid. Debt modifications are accounted for prospectively and any applicable new debt issuance costs are deferred and amortized together with the existing unamortized debt issuance costs as of the date of the modification. The Company has
recorded debt issuance costs as a deduction from the carrying amount of debt.
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5.3.
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Derivative financial instruments
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The Company enters into interest rate swap transactions from time to time to hedge a portion of its exposure to
floating interest rates. These transactions involve the conversion of floating rates into fixed rates for an agreed period without an exchange of underlying principal. The fair values of the interest rate swap contracts are recognized as assets
or liabilities. None of the interest rate swaps qualify for hedge accounting. Changes in fair values of the interest rate swap contracts are recognized net of interest income or expense in profit or loss within Finance expense. Cash outflows and
inflows resulting from the interest rate swap contracts are classified as cash flows from operations in the Consolidated Statement of Cash Flows to align with the classification of the underlying finance costs.
IFRS 9 applies to contracts to buy or sell a non-derivative non-financial item that can be settled net in cash or another financial
instrument, or by exchanging financial instruments, as if the contracts were financial instruments, with the exception of contracts that were entered into and continue to be held for the purpose of the receipt or delivery of a non-financial item
in accordance with the entity’s expected purchase, sale or usage requirements.
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6.
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Cash and cash equivalents
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Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that
are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash and cash equivalents that are restricted as to their use are classified separately in the Consolidated Statement of
Financial Position, either as Restricted cash or another financial statement line item based on the nature of the balance. Cash and cash equivalents that are restricted as to their use for at least 12 months following the balance sheet date,
and/or are non-current in nature are classified as non-current assets. Changes in restricted cash are classified and presented in the Consolidated Statement of Cash Flows based on the nature of the underlying transaction.
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7.
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Inventories
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Inventories comprise principally of bunkers and lubricating oils and are stated at the lower of cost and net
realizable value. Cost is determined on a first-in, first-out basis. Bunkers and lubricating oils expense is recognized in profit or loss upon consumption.
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8.
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Vessels and equipment
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8.1.
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Owned assets
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Vessels and items of equipment are stated at cost less accumulated depreciation and impairment losses. Cost
includes expenditure that is directly attributable to the acquisition of the asset. The cost of assets includes;
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The cost of materials and direct labour;
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•
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Any other costs directly attributable to bringing the assets to a working condition for their intended use; and
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•
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Capitalized borrowing costs.
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Gains and losses on disposal of a vessel or of another item of equipment are determined by comparing the net
proceeds from disposal with the carrying amount of the vessel or the item of equipment and are recognized in profit or loss. For the sale of vessels, transfer of risks and rewards usually occurs upon delivery of the vessel to the new owner.
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8.2.
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Newbuildings
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Newbuildings represent vessels under construction and are carried at the amounts paid or payable according to the
installments in the contract and capitalized borrowing costs. Installments are often linked to milestones such as signing of contract, steel cutting, keel laying, launching and delivery. Borrowing costs are capitalized during construction of
newbuildings based on accumulated expenditures for the applicable project at the Company’s current weighted average rate of borrowing.
Refer to accounting policy 10.2. for impairment considerations for owned vessels and newbuildings.
8.3. Depreciation
Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of vessels
and items of equipment. Right-of-use assets are depreciated using the straight-line method from the commencement date to the end of the lease term, unless the cost of the right-of-use asset reflects that the Company will exercise a purchase
option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset.
The cost of the vessels less estimated residual value is depreciated on a straight-line basis over the vessels' estimated remaining
economic useful lives. Depreciation methods, useful lives and residual values are reviewed annually and adjusted prospectively, if appropriate. As explained in policy 2.2., as of December 31, 2022, the Company revised the estimated useful life of
its vessels from 25 years to 20 years. This change in estimate was applied prospectively from January 1, 2023 and did not result in any restatement to the prior year consolidated financial statements. Other equipment, excluding vessel upgrades,
is depreciated over its estimated remaining useful life, which approximates 5 years. The residual value for owned vessels is calculated by multiplying the lightweight tonnage of the vessel by the market price of scrap per ton.
The Company capitalizes and depreciates the costs of significant replacements, renewals and upgrades to its
vessels over the shorter of the vessel’s remaining useful life or the life of the renewal or upgrade. Costs that are not capitalized are recorded as a component of direct vessel operating expenses during the period incurred. Expenses for routine
maintenance and repairs are expensed as incurred. Advances paid in respect of vessel upgrades in relation to exhaust gas cleaning systems (“EGCS”) and ballast water treatment systems (“BWTS”) are included within "other non-current assets", until
such time as the equipment is installed on a vessel, at which point it is transferred to "Vessels and equipment".
8.4. Dry docking – component approach
Our vessels are required by their respective classification societies to go through a dry dock at regular
intervals. In general, vessels below the age of 15 years are docked every 5 years and vessels older than 15 years are docked every 2.5 years.
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Significant components of property, plant and equipment with differing depreciation methods or lives are
depreciated separately. Major inspection or overhaul costs, such as dry docking, are identified and accounted for as a separate component and depreciated over the period to the next scheduled dry docking (2.5 - 5 years). A portion of the initial
cost of a vessel is allocated to the dry docking component upon delivery based on the age of the vessel and an estimate of the expected dry dock cost and depreciated over the period to the next scheduled dry docking. When a dry docking is
performed, the carrying amount of any remaining unamortized dry docking costs related to previous dry docks (due to any difference between the estimated and actual time between dry docks) is derecognized. Costs associated with routine repairs and
maintenance are expensed as incurred including routine maintenance performed while the vessel is in dry dock.
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9.
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Goodwill
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We allocate the cost of acquired companies to identifiable tangible and intangible assets and liabilities
acquired, with the remaining amount being classified as goodwill. When the excess is negative, a bargain purchase gain is recognized immediately in profit or loss. After initial recognition goodwill is measured at cost less accumulated impairment
losses, refer to accounting policy 10.2.
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10.
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Impairment
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10.1. Loans, receivables and contract assets
The gross carrying amount of a loans, receivables and contract assets is written off when the Company has no
reasonable expectations of recovering the outstanding amount in its entirety or a portion thereof. The Company assesses allowances for its estimate of expected credit losses based on historical experience, other currently available evidence, and
reasonable and supportable forecasts about the future, including the use of credit default ratings from third party providers of credit rating data. The Company assesses credit risk in relation to its receivables using a portfolio approach. The
Company’s main portfolio segments include (i) state-owned enterprises, (ii) oil majors, (iii) commodities traders and (iv) related parties and affiliated companies. In addition, the Company performs individual assessments for customers that do
not share risk characteristics with other customers (for example a customer under bankruptcy or a customer with known disputes or collectability issues). The Company makes judgements and assumptions to estimate its expected losses.
10.2. Non-financial assets
The carrying amounts of the Company’s non-financial assets, other than inventory and contract assets, are
reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.
For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its fair value less cost of disposal and value in use. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. Future cash flows are
based on current market conditions, historical trends as well as future expectations.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are
recognized in profit or loss.
An impairment loss recognized for goodwill shall not be reversed. For other assets, an impairment loss is reversed only to the extent
that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
Owned vessels, newbuildings and vessel right-of-use assets
When events and changes in circumstances indicate that the carrying amount of the asset or CGU might not be
recovered, the Company performs an impairment test whereby the carrying amount of the asset or CGU is compared to its recoverable amount, which is the greater of its value in use, based on discounted cash flows, and its fair value less cost to
sell. We define our CGU as a single vessel as each vessel generates cash inflows that are largely independent of the cash inflows from other vessels. In assessing whether there is any indication that a vessel may be impaired, the Company
considers internal and external indicators, including but not limited to:
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•
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the estimated market values for our vessels received from independent ship brokers have declined during the period significantly more than we
would expect as a result of the passage of time or normal use. The ship brokers assess each vessel based on, among others, age, yard, deadweight capacity and compare this to market transactions.
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•
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significant changes with an adverse effect on the Company have taken place during the period, or will take place in the near future, in the legal
and regulatory environment in which the Company operates, and the tanker market, including negative developments in actual and forecasted time charter equivalent rates (“TCE rates”).
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•
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market interest rates have increased during the period, and the increase is likely to affect the discount rate used in calculating a vessel’s
value in use and decrease the asset’s recoverable amount materially.
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•
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the carrying amount of the net assets of the Company is more than its market capitalization.
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•
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evidence is available of obsolescence or physical damage of a vessel.
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significant changes with an adverse effect on the Company have taken place during the period, or are expected to take place in the near future, in
the extent to which, or manner in which, a vessel is used or is expected to be used.
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•
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evidence that the economic performance of a vessel is, or will be, worse than expected, including:
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actual or forecasted TCE rates are significantly worse than expected;
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cash flows for acquiring a vessel, or subsequent cash needs for operating or maintaining it, are significantly higher than expected;
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actual net cash flows or operating profit are significantly worse than expected;
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a significant decline in budgeted net cash flows or operating profit; or
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operating losses or net cash outflows.
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If such impairment indicators are identified, the vessel’s recoverable amount is estimated. In developing estimates of future cash
flows in order to assess value in use, the Company must make assumptions about future performance, with significant assumptions being related to charter rates, ship operating expenses, utilization, dry docking and other capital requirements,
residual value, the estimated remaining useful lives of the vessels and the probability of lease terminations for vessels held under lease. These assumptions are based on historical trends as well as future expectations. Specifically, in
estimating future charter rates, management takes into consideration rates currently in effect for existing time charters and estimated daily time charter equivalent rates for each vessel class for the unfixed days over the estimated remaining
lives of each of the vessels. The estimated daily time charter equivalent rates used for unfixed days are based on a combination of (i) internally developed forecasts, and (ii) historical rates, based on quarterly average rates published by an
independent third party maritime research service, for a historical period determined based on management's judgment of past and ongoing shipping cycles. Recognizing that the transportation of crude oil is cyclical and subject to significant
volatility based on factors beyond the Company’s control, management believes the use of estimates based on the combination of internally forecast rates and historical average rates calculated as of the reporting date to be reasonable.
Estimated outflows for operating expenses and dry docking requirements are based on historical and budgeted costs and are adjusted
for assumed inflation. Finally, utilization is based on historical levels achieved and estimates of a residual value are consistent with the pattern of scrap rates used in management's evaluation of salvage value. Other capital requirements for
newbuildings are primarily based on amounts payable according to the installments in the contract.
The weighted average cost of capital (“WACC”) used to calculate the value in use of our assets is calculated to
reflect the industry-weighted average return on debt and equity using observable market data and approximates a pre-tax discount rate.
The more significant factors that could impact management's assumptions regarding time charter equivalent rates include (i) loss or
reduction in business from significant customers, (ii) unanticipated changes in demand for transportation of crude oil and oil products, (iii) changes in production of or demand for oil, generally or in particular regions, (iv) greater than
anticipated levels of tanker newbuilding orders or lower than anticipated levels of tanker scrapping, and (v) changes in rules and regulations applicable to the tanker industry, including legislation adopted by international organizations such as
IMO and the EU or by individual countries. Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate at the time they were made, such assumptions are highly subjective and likely to
change, possibly materially, in the future. Tanker charter rates are volatile and can experience long periods at depressed levels. Future assessments of vessel impairment would be adversely affected by reductions in vessel values and charter
rates.
Goodwill
Goodwill is not amortized, but rather reviewed for impairment annually, or more frequently if impairment
indicators arise. The Company has one group of CGUs for the purpose of assessing potential goodwill impairment and has selected September 30 as its annual goodwill impairment testing date.
A CGU is impaired when its carrying amount exceeds its recoverable amount. In assessing whether the recoverable amount of a CGU to
which goodwill has been allocated is less than its carrying amount, the Company assesses relevant events and
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circumstances, including (i) macroeconomic conditions; (ii) industry and market conditions; (iii) changes in cost
factors that may impact earnings and cash flows; (iv) overall financial performance; (v) other entity specific events such as changes in management, strategy, customers or key personnel; (vi) other events and (vii) if applicable, changes in the
Company’s share price, both in absolute terms and relative to peers.
The recoverable amount of the Company’s one group of CGUs is the higher of its fair value less cost of disposal and value in use. We
estimate the fair value less cost of disposal of this group of CGUs based on the Company’s market capitalization plus a control premium, as needed. Control premium assumptions require judgment and actual results may differ from assumed or
estimated amounts. In assessing value in use, the estimated future cash flows are discounted to present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the Company.
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11.
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Revenue and expense recognition
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11.1.
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Voyage Charters |
In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a
single voyage. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charterer is responsible for any short loading of cargo or “dead” freight.
The voyage charter party generally has standard payment terms with freight paid on completion of discharge. The voyage charter party generally has a "demurrage" clause. As per this clause, the charterer reimburses us for any potential delays
exceeding the allowed laytime as per the charter party clause at the ports visited, which is recorded as voyage revenue. As such, demurrage is considered variable consideration under the contract. Estimates and judgments are required in
ascertaining the most likely outcome of a particular voyage and actual outcomes may differ from estimates. Such estimates are reviewed and updated over the term of the voyage charter contract.
The non-lease component of voyage charters (and other contracts) are accounted for under the provisions of IFRS
15 Revenue from Contracts with Customers. The Company has determined that its voyage charter contracts that qualify for accounting under IFRS 15 consist of a single performance obligation of transporting
the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and the voyage revenue and expenses are recognized on a straight-line basis over the voyage days from the commencement of
loading to completion of discharge. Contract assets with regards to voyage revenues are reported as “Voyages in progress” as the performance obligation is satisfied over time. Voyage revenues typically become billable and due for payment on
completion of the voyage and discharge of the cargo, at which point the receivable is recognized within “Trade and other receivables”.
Voyage charters contain a lease component if the contract (i) specifies a specific vessel asset; and (ii) has terms that allow the
charterer to exercise substantive decision-making rights, which have an economic value to the charterer and therefore allow the charterer to direct how and for what purpose the vessel is used. The lease component of voyage charter contracts are
accounted for under IFRS 16 Leases which results in revenue recognition consistent with the non-lease component accounted for under IFRS 15.
In a voyage contract, the Company bears all voyage related costs such as fuel costs, port charges and canal tolls. To recognize costs
incurred to fulfill a contract as an asset, the following criteria shall be met: (i) the costs relate directly to the contract, (ii) the costs generate or enhance resources of the entity that will be used in satisfying performance obligations in
the future and
(iii) the costs are expected to be recovered. The costs incurred during the period prior to commencement of
loading the cargo, primarily bunkers, are deferred as they represent setup costs and recorded as a current asset and are subsequently amortized on a straight-line basis as we satisfy the performance obligations under the contract. Costs incurred
to obtain a contract, such as commissions, are also deferred and expensed over the same period. Costs incurred during the performance of a voyage are expensed as incurred.
The Company has taken the practical expedient not to disclose the aggregate amount of the transaction price allocated to the
performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period as the performance obligations are part of contracts having an original expected duration of one year or less.
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11.2.
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Time Charters |
In a time charter voyage, the vessel is hired by the charterer for a specified period of time in exchange for
consideration which is based on a daily hire rate. Generally, the charterer has the discretion over the ports visited, shipping routes and vessel speed. The contract/charter party generally provides typical warranties regarding the speed and
performance of the vessel. The charter party generally has some owner protective restrictions such that the vessel is sent only to safe ports by the charterer and carries only lawful or non-hazardous cargo. In a time charter contract, we are
responsible for all the costs incurred for running the vessel such as crew costs, vessel insurance, repairs and maintenance and lubes. The charterer bears the voyage related costs such as bunker expenses, port charges, and canal tolls during the
hire period. The performance obligations in a time charter contract are satisfied over the term of the contract beginning when the vessel is delivered to the charterer until it is redelivered back to us. The charterer generally pays the charter
hire in advance of the upcoming contract period. The lease component of time charter contracts are accounted for under IFRS 16 Leases and revenues are recorded over the term of the charter. The non-
lease component of time charter contracts are accounted for under IFRS 15 which results in revenue recognition consistent with the lease component accounted for under IFRS 16. When a time charter contract is linked to an index, we recognize
revenue for the applicable period based on the actual index for that period.
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11.3.
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Administrative Income |
Administrative income primarily comprises income earned from the commercial and technical management of vessels
and newbuilding supervision fees derived from related parties, affiliated companies and third parties. Administrative income is recognized over time as the services are provided and performance obligations are met.
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12.
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Other operating income
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Other operating income relates to (i) gains on the sale of vessels, which are recognized when the vessel has
been delivered and substantially all risks have been transferred and are determined by comparing the proceeds received with the carrying value of the vessel, (ii) gains on settlements of insurance and legal claims, which are recognized when an
inflow of economic benefit is virtually certain, (iii) gains and losses on the termination of leases before the expiration of the lease term, which are accounted for by derecognizing the carrying value of the right-of-use asset and lease
obligation, with a gain or loss recognized for the difference. Gains and losses on the termination of leases are accounted for when the lease is terminated and the vessel is redelivered to the owners, and (iv) gains and losses from pooling and
other revenue sharing arrangements where the Company is considered the principal under the charter parties and records voyage revenues and costs gross, with the adjustments required as a result of the revenue sharing arrangement being recognized
as other operating gains or losses.
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13.
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Leases
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At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
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13.1.
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As a Lessee |
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The
right-of-use asset is initially measured at the amount equal to the lease liability adjusted by initial direct costs incurred by the lessee. Adjustments may also be required for any payments made at or before the commencement date, less any lease
incentives received.
After lease commencement, the Company measures the right-of-use asset at cost less accumulated depreciation and accumulated
impairment. The right-of-use asset is subsequently depreciated using the straight-line method. In addition, the right-of-use asset is reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. The lessee's
incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar
economic environment.
Lease payments included in the measurement of the lease liability comprise the following:
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Fixed payments;
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Variable lease payments that depend on an index or a rate;
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•
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Amounts expected to be payable under a residual value guarantee, and;
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•
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The exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the
Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.
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The Company has applied judgement to determine the lease term for some lease contracts in which it is a lessee
that include renewal options.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is
remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes
its assessment of whether the purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised. When the lease liability is remeasured in this way, a corresponding adjustment is
made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-to-use asset has been reduced to zero.
Lease and non-lease components in the contracts are separated and the non-lease components are expensed as incurred and classified
based on the nature of the expense.
Short-term leases and leases of low-value assets
The Company has elected not to recognize certain right-of-use assets and lease liabilities for leases of low-value
assets and short-term leases (i.e., leases with an original term of 12-months or less), including IT equipment. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Refer to accounting policy 10.2. for impairment considerations for vessel right-of-use assets.
13.2. As a lessor
When the Company acts as a lessor, it determines at lease inception whether each lease is a finance or operating lease.
To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and
rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease
is for the major part of the economic life of the asset.
If the lease qualifies as an operating lease, e.g. time charter contracts and the lease component of voyage
charter contracts, the leased asset remains on the statement of financial position of the lessor and continues being depreciated. The Company separates the lease and non-lease component in the contract, with the lease component qualified as
operating lease and the non- lease component accounted for under IFRS 15. The Company makes significant judgments and assumptions to separate lease components from non-lease components of our contracts. For purposes of determining the standalone
selling price of the vessel lease and non-lease components of the Company’s time charters and voyage charters, the Company uses the residual approach given that vessel rates are highly variable depending on shipping market conditions. The Company
believes that the standalone transaction price attributable to the non-lease component is more readily determinable than the price of the lease component and, accordingly, the price of the service components is estimated using cost plus a margin
and the residual transaction price is attributed to the lease component. Refer to the Revenue policy for further details of the accounting for the lease and the non- lease component.
13.3. Sale and leaseback transactions
If the Company has an obligation or a right to repurchase an asset (a forward or a call option), sold under a
sale and leaseback transaction, a counterparty does not obtain control of the asset because the counterparty is limited in its ability to direct the use of, and obtain substantially all of the remaining benefits from the asset, even though the
counterparty may have physical possession of the asset. Consequently, the Company accounts for the contract by continuing to recognize the asset and recording a financial liability for any consideration received from the counterparty. The
financial liability is subsequently measured at amortized cost using the effective interest method. See 5.2 Financial Liabilities for further details.
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14.
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Share-based compensation
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The fair value of the amount payable to beneficiaries in respect of synthetic options, which are settled in cash,
is recognized as an expense with a corresponding liability, over the period during which the beneficiaries become unconditionally entitled to payment. The fair value of the liability is remeasured at each reporting period.
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15.
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Dividends received
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The Company records dividends received in the period in which they are declared and receivable.
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16.
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New standards and interpretations
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During the current financial period, the Company has adopted all relevant new and revised Standards and
Interpretations that were issued by the IASB and the International Financial Reporting Interpretations Committee (“IFRIC”) of the IASB. The following new Standards, Interpretations and Amendments issued by the IASB and the IFRIC are effective for
the current financial year end:
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Amendments to IAS 1 Presentation of Financial Statements to specify the requirements for classifying liabilities as current or non-current.
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The adoption of these new standards, interpretations and amendments had no material effect on the financial statements.
New and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s
financial statements are disclosed below. The below list includes the new standards and amendments that we believe are the most relevant for the Company:
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements, which replaces IAS 1,
with a focus on updates to the statement of profit or loss. The new and standard is effective for annual reporting periods beginning on or after January 1, 2027 and must be applied retrospectively. The key new concepts introduced in IFRS 18
relate to:
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the structure of the statement of profit or loss and statement of cash flow;
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required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is,
management-defined performance measures); and
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enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.
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Amendments to the Classification and Measurement of Financial Instruments
In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments which
amended IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. The amendments include clarifying the date of recognition and derecognition of some financial assets and liabilities and new disclosures for certain instruments
with contractual terms that can change cash flows. The amendments are effective for annual reporting periods beginning on or after January 1, 2026 and must be applied retrospectively.
The Company has not applied or early adopted any new IFRS requirements that are not yet effective as per December 31, 2024.
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3.
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SEGMENT INFORMATION
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The Company and the chief operating decision maker (“CODM”) measure performance based on the Company’s overall return to shareholders
based on consolidated profit or loss. The CODM does not review a measure of operating result at a lower level than the consolidated group. Consequently, the Company has only one reportable segment: tankers. The tankers segment includes crude oil
tankers and product tankers.
The Group's internal organizational and management structure does not distinguish any geographical segments.
No customers in the years ended December 31, 2024, 2023 or 2022 individually accounted for 10% or more of the
Company’s consolidated operating revenues.
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4.
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REVENUE AND OTHER OPERATING INCOME
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The lease and non-lease components of our revenues in the year ended December 31, 2024 were as follows:
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The lease and non-lease components of our revenues in the year ended December 31, 2023 were as follows:
The lease and non-lease components of our revenues in the year ended December 31, 2022 were as follows:
Certain voyage expenses are capitalized between the previous discharge port, or contract date if later, and the next load port and
amortized between load port and discharge port. $7.9 million of contract costs were capitalized in the year ended December 31, 2024 (2023: $6.2 million) as Other current assets, of which $3.3 million was amortized up to December 31, 2024 (2023:
$2.7 million), leaving a remaining balance of $4.6 million as of December 31, 2024 (2023: $3.5 million). $3.5 million of contract assets were amortized in the year ended December 31, 2024 in relation to voyages in progress as of December 31,
2023. No impairment losses were recognized in the years ended December 31, 2024, 2023 and 2022.
Administrative income primarily comprises the income earned from the technical and commercial management of vessels and newbuilding
supervision fees from related parties, affiliated companies and third parties.
Assets from contracts with customers (excluding amounts in relation to lease components) as of December 31, 2024 and 2023 are
presented within the statements of financial position as follows:
Other operating income in the years ended December 31, 2024, 2023 and 2022 was as follows:
In the year ended December 31, 2023, the Company recorded an arbitration award of $0.4 million (2022: $2.5 million) in relation to
the failed sale of a vessel. In the year ended December 31, 2022, the Company also recorded a $1.5 million gain on the settlement of insurance claims for a vessel.
In January 2024, the Company announced that it had entered into an agreement to sell its five oldest VLCCs, built in 2009 and 2010,
for an aggregate net sale price of $290.0 million. Three of the vessels were delivered to the new owner during the first
64
quarter of 2024, and the two remaining vessels were delivered in the second quarter of 2024. After repayment of
existing debt on the five vessels, the transaction generated net cash proceeds of $208.0 million. The Company recorded a gain of $68.6 million in the year ended December 31, 2024.
In January 2024, the Company entered into an agreement to sell one of its oldest Suezmax tankers, built in 2010, for a net sale price
of $45.0 million. The vessel was delivered to the new owner during the second quarter of 2024. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of $32.0 million, and the Company recorded a gain of $11.8
million in the year ended December 31, 2024.
In March 2024, the Company entered into an agreement to sell another one of its oldest Suezmax tankers, built in 2010, for a net sale
price of $46.9 million. The vessel was delivered to the new owner during the second quarter of 2024. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of $34.0 million, and the Company recorded a gain of
$13.8 million in the year ended December 31, 2024.
In June 2024, the Company entered into an agreement to sell its oldest Suezmax tanker, built in 2010, for a net sale price of $48.5 million. The vessel
was delivered to the new owner in October 2024. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of $36.5 million, and the Company recorded a gain of $17.9 million in the year ended December 31, 2024.
In January 2023, the Company sold a 2009-built VLCC and a 2009-built Suezmax tanker for gross proceeds of $61.0
million and $39.5 million, respectively. The vessels were delivered to new owners in January and February 2023, respectively. After repayment of existing debt on the vessels, the transactions generated net cash proceeds of $63.6 million, and the
Company recorded a gain on sale of $9.9 million and $2.8 million, respectively, in the year ended December 31, 2023.
In May 2023, the Company sold a 2010-built Suezmax tanker for gross proceeds of $44.5 million. The vessel was delivered to the new
owner in June 2023. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of $28.2 million, and the Company recorded a gain on sale of $9.3 million in the year ended December 31, 2023.
In November 2021, the Company announced that it had entered into an agreement to sell four of its scrubber-fitted
LR2 tankers for an aggregate sales price of $160.0 million to SFL Tanker Holding Ltd., a company related to Hemen, its largest shareholder. Two vessels were delivered to the new owners in December 2021 and the remaining two vessels were delivered
to the new owners in January 2022. After repayment of debt on the vessels, the transaction generated net cash proceeds of $35.1 million and the Company recorded a gain of $4.6 million in the year ended December 31, 2022 for the two vessels
delivered in the period.
In April 2022, the Company announced that its subsidiary Frontline Shipping Limited had agreed with SFL, an
affiliated company, to terminate the long-term charters for the two VLCCs, upon the sale and delivery of the vessels by SFL to an unrelated third party. The Company recognized a non-cash reduction in lease obligations of $46.6 million in the year
ended December 31, 2022 in respect of these vessels. The Company agreed to a total compensation payment to SFL of $4.5 million for the termination of the current charters. The charters terminated and the vessels were delivered to the new owners
in April 2022. The Company recorded a loss on termination of $0.4 million in the year ended December 31, 2022.
In the year ended December 31, 2023, the Company recorded income of $1.7 million (2022: loss of $0.1 million)
related to the pooling arrangement with SFL between two of its Suezmax tankers and two SFL vessels. As of December 31, 2023, vessels have been sold and delivered to their respective new owners resulting in the termination of the pooling
arrangement.
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5.
|
OPERATING EXPENSES
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Voyage expenses and commissions
65
For vessels operated in the spot market, voyage expenses are paid by the shipowner while voyage expenses for
vessels under a time charter contract, are paid by the charterer. No inventory write-downs were recognized as an expense in the years ended December 31, 2024, 2023 and 2022.
The majority of other voyage expenses are port costs, agency fees and agent fees paid to operate the vessels on the spot market.
Port costs vary depending on the number of spot voyages performed, number and type of ports.
Ship operating expenses
Ship operating expenses are the direct costs associated with running a vessel and include crew costs, vessel supplies, repairs and maintenance, lubricating oils and insurances. The technical management of our
vessels is provided by third-party ship management companies.
Administrative expenses
The average number of employees employed by the Company and its subsidiaries in the year ended December 31, 2024
was 87 (2023: 83, 2022: 79).
Fees paid or accrued for audit and related services:
66
The fees charged by the statutory auditor in the year ended December 31, 2024 include an amount of $0.5 million
(2023: $nil, 2022: nil) that relates to the audit of the financial statements of subsidiary undertakings.
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6.
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NET FINANCE EXPENSE
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7.
|
INCOME TAXES
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Certain of the Company's subsidiaries are tax resident in Cyprus, Singapore, China, Norway and the United Kingdom
and are subject to income tax in their respective jurisdictions. Such taxes are not material to our consolidated financial statements and related disclosures for the years ended December 31, 2024, 2023 and 2022.
Cyprus
Under the provisions of Cyprus tax laws, such income shall be included in the estimation of taxable income to be taxed at the rate of
12.5%.
In line with the Cypriot tonnage tax system, the Company pays tax calculated on the basis of the net tonnage of the qualifying
vessels the Company owns, charters or manages. The option for tonnage tax once made is obligatory for ten years. Tonnage tax payable in relation to our vessel owning subsidiaries are recorded as ship operating expenses in the Consolidated
Statements of Profit or Loss.
On October 3, 2023, the Cyprus Ministry of Finance initiated a public consultation to incorporate the EU Directive, aimed at
establishing a global minimum tax level for multinational and large-scale domestic enterprise groups, into national legislation. This Directive, originating from the OECD/G20 BEPS Pillar Two Model Rules was voted on by the EU states on December
14, 2022, and seeks to ensure fair taxation practices internationally. The Directive was voted into domestic law on December 18 2024, “The Safeguarding of a Global Minimum Level of Taxation of Multinational Enterprise Groups and Large-Scale
Domestic Groups in the Union Law of 2023”, with application to financial periods starting on or after December 31, 2023, harmonizing the Cyprus tax framework with the Directive. This new law does not amend the CIT legislation; the law introduces
an additional set of tax rules to be applied alongside the application of CIT and other relevant taxes for MNEs in scope.
The law introduces the Qualified Income Inclusion Rule (“QIIR”) which is effective for accounting periods beginning on or after
December 31, 2023 and the Qualified Undertaxed Profits Rule (“UTPR”) which is effective for accounting periods beginning on or after December 31, 2024.
67
Cyprus has elected to adopt the Qualifying Domestic Minimum Top Up Tax (“QDMTT”) and will be effective as of
January 1, 2025. This will allow Cyprus jurisdiction to collect the top-up tax in its own jurisdiction instead of allowing a foreign jurisdiction to charge top-up taxes elsewhere.
The legislation targets multinational and large domestic enterprise groups with a consolidated revenue exceeding EUR 750 million in
two of the last four years before the assessed fiscal year. It proposes a global minimum effective tax rate of 15%, as compared to the corporate tax rate in Cyprus of 12.5%, and includes specific exemptions (provided that certain conditions are
met) for International Shipping Income.
In light of these developments, management is currently evaluating the potential implications of the law on the Company’s operations
and financial planning. As these and other tax laws and related regulations change (including changes in the interpretation, approach and guidance of tax authorities), our financial results could be materially impacted.
United States
For the three years ended December 31, 2024, 2023 and 2022, the Company did not accrue U.S. income taxes as the
Company is not engaged in a U.S. trade or business and is exempted from a gross basis tax under Section 883 of the U.S. Internal Revenue Code.
Under Section 863(c)(2)(A) of the Internal Revenue Code, 50% of all transportation revenue attributable to transportation which
begins or ends in the United States shall be treated as from sources within the United States where no Section 883 exemption is available. Such revenue is subject to 4% tax. No revenue tax has been recorded in voyage expenses and commissions in
the year ended December 31, 2024 (2023: nil, 2022: nil).
The Company does not have any unrecognized tax benefits, material accrued interest or penalties relating to income taxes.
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8.
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EARNINGS PER SHARE
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Basic earnings per share is computed based on the income available to ordinary shareholders and the weighted average number of shares
outstanding. Diluted earnings per share includes the effect of the assumed conversion of potentially dilutive instruments, for which there was no impact in the years ended December 31, 2024, 2023 and 2022 as there were no potentially dilutive
stock options in the periods.
The weighted average number of shares outstanding for the purpose of calculating basic and diluted earnings per share for the year
ended December 31, 2022 of 214,011,000 includes the impact of the 19,091,910 shares issued to Hemen for no cash consideration in connection with the CMB.TECH NV (formerly Euronav NV) (“CMB.TECH”) share acquisition. Refer to Note 9 for further
details.
The components of the numerator and the denominator in the calculation of basic and diluted earnings per share are as follows:
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9.
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MARKETABLE SECURITIES
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Marketable securities held by the Company are listed equity securities. In the year ended December 31, 2024, the Company received
dividends of $3.5 million (2023: $36.9 million, 2022: $1.6 million) from its investments in marketable securities.
Movements in marketable securities for the years ended December 31, 2024, 2023 and 2022 are as follows:
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Avance Gas
As of December 31, 2024, 2023 and 2022, the Company held 442,384 shares in Avance Gas. In the year ended December
31, 2024, the Company recognized an unrealized loss of $3.3 million (2023: gain of $3.8 million, 2022: gain of $0.9 million) in relation to these shares.
SFL
As of December 31, 2024, 2023 and 2022, the Company held 73,165 shares in SFL. In the year ended December 31,
2024, the Company recognized an unrealized loss of $0.1 million (2023: gain of $0.1 million, 2022: gain of $0.1 million) in relation to these shares.
Golden Ocean
As of December 31, 2024, 2023 and 2022, the Company held 10,299 shares in Golden Ocean. In the year ended December
31, 2024, the Company recognized an unrealized loss of $0.01 million (2023: gain of $0.01 million, 2022: loss of $0.01 million) in relation to these shares.
CMB.TECH
Share acquisition in the year ended December 31, 2022
On May 28, 2022, the Company announced that it agreed to acquire in privately negotiated share exchange
transactions with certain shareholders of CMB.TECH a total of 5,955,705 shares in CMB.TECH, representing 2.95% of the outstanding shares in CMB.TECH as of this date, in exchange for a total of 8,337,986 ordinary shares of Frontline. Frontline
received the $0.06 dividend per share that was paid on June 8, 2022 by CMB.TECH in respect of these 5,955,705 shares.
On June 10, 2022, the Company announced that it agreed to acquire in privately negotiated transactions with certain shareholders of
CMB.TECH a total of 7,708,908 shares in CMB.TECH, representing 3.82% of the outstanding shares in CMB.TECH as of this date, in exchange for a total of 10,753,924 shares in Frontline.
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 CMB.TECH holders in June 2022 and Frontline agreed to issue to Hemen
the same number of shares of Frontline in full satisfaction of the share lending arrangement. The shares were issued to Hemen in August 2022.
As of December 31, 2022, the Company held 13,664,613 shares in CMB.TECH, as a result of the above transactions. The acquired shares
were initially recognized at their fair value of $167.7 million and the Company recorded a realized loss of
$7.8 million in relation to these transactions, being the difference between the transaction price to acquire
these shares and their fair value as of the transaction dates. The transaction price paid to acquire these shares was $175.5 million, which was the fair value of the Frontline's shares as of the transaction dates.
Based on the CMB.TECH share price as of December 31, 2022, the fair value of the shares held in CMB.TECH was
$232.8 million, which resulted in an unrealized gain of $65.1 million.
Share sale in the year ended December 31, 2023
On October 9, 2023, in connection with the Acquisition (as defined in Note 12), Frontline and Famatown Finance Limited, a company
related to Hemen agreed to sell all their shares in CMB.TECH (57,479,744 shares, representing in aggregate 26.12% of CMB.TECH’s issued shares) to Compagnie Maritime Belge NV (“CMB”) at a price of $18.43 per share (the “Share Sale”).
69
In November 2023, all conditions precedent to the Share Sale, including approval of the inter-conditionality of
the Share Sale and the Acquisition by the CMB.TECH shareholders and receipt of anti-trust approvals, were fulfilled. The Share Sale closed in November 2023 at which time Frontline sold its 13,664,613 shares in CMB.TECH to CMB for $251.8 million.
The proceeds from the Share Sale have been used to partly finance the Acquisition.
In the year ended December 31, 2023, the Company recognized a gain on marketable securities in relation to the CMB.TECH shares of
$19.0 million.
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10.
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TRADE AND OTHER RECEIVABLES
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Trade and other receivables are presented net of allowances for doubtful accounts of $6.4 million as of December
31, 2024 (2023: $4.3 million).
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11.
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NEWBUILDINGS
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Movements in the three years ended December 31, 2024 are as follows:
No newbuildings were delivered in the year ended December 31, 2024 (2023: two VLCCs, 2022: four VLCCs).
As of December 31, 2024, there are no vessels in the Company’s newbuilding program and there are no
commitments.
70
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12.
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VESSELS AND EQUIPMENT
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Movements in the three years ended December 31, 2024 are as follows:
CMB.TECH VLCC Acquisition
71
On October 9, 2023, Frontline entered into a Framework Agreement (the “Framework Agreement”) with CMB.TECH.
Pursuant to the Framework Agreement, the Company agreed to purchase 24 VLCCs with an average age of 5.3 years, for an aggregate purchase price of $2,350.0 million from CMB.TECH (the “Acquisition”).
All of the agreements relating to the Acquisition came into effect in November 2023. In December 2023, the Company took delivery of
11 of the vessels for consideration of $1,112.2 million. The Company had a commitment of $890.0 million for the remaining 13 vessels to be delivered excluding $347.8 million of prepaid consideration as of December 31, 2023. The Company took
delivery of the 13 remaining vessels for consideration of $1,237.8 million in the year ended December 31, 2024.
In the year ended December 31, 2024, the Company:
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•
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sold five VLCCs and three Suezmax tankers;
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•
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completed the installation of a ballast water treatment system on one vessel; and
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•
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performed dry docks on 12 vessels.
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In the year ended December 31, 2023, the Company:
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•
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completed the installation of EGCS on two vessels;
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•
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took delivery of two VLCC newbuildings;
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•
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sold one VLCC and two Suezmax tankers; and
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•
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performed dry docks on 10 vessels.
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In the year ended December 31, 2022, the Company:
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•
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completed the installation of EGCS on eight vessels;
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•
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took delivery of four VLCC newbuildings;
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•
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sold two LR2 tankers; and
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•
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performed dry docks on 14 vessels.
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Impairment
As of December 31, 2022
To determine whether it was necessary to re-estimate the recoverable amounts of our owned vessels, including
newbuildings, as of December 31, 2022, the Company assessed whether any events had occurred that would eliminate the difference calculated between the carrying amounts and recoverable amounts as of December 31, 2021. Based on this assessment, we
observed that the estimated market values received from independent ship brokers had increased significantly during the period for all our vessels and actual and forecasted TCE rates and operating results had also improved significantly.
Furthermore, the estimated recoverable amounts of all our vessels as of December 31, 2021 were not sensitive to possible impairment indicators, including the change in useful life of our vessels from 25 to 20 years as of January 1, 2023.
Accordingly, we did not re-estimate our vessel's recoverable amounts as of December 31, 2022 and no impairment loss was recognized in the year ended December 31, 2022.
As of December 31, 2023
We did not identify any events or changes in circumstances indicating that the carrying amounts of our owned
vessels might not be recovered as of December 31, 2023. Based on our assessment, we observed that the estimated market values received from independent ship brokers had increased since December 31, 2022 for all our vessels. We did not observe
negative developments in forecasted market TCE rates and operating results had also improved significantly during the period. Furthermore, the Company's market capitalization was significantly higher than the carrying amount of its net assets as
of December 31, 2023. Accordingly, no impairment loss was recognized in the year ended December 31, 2023.
As of December 31, 2024
72
We did not identify any events or changes in circumstances indicating that the carrying amounts of our owned
vessels might not be recovered as of December 31, 2024. Based on our assessment, we observed that the estimated market values received from independent ship brokers remain strong and are in excess of each vessel’s respective carrying amount. We
also observed that the sales prices for all eight vessels sold in the year ended December 31, 2024 were in excess of their respective carrying amounts. We did not observe negative developments in forecasted market TCE rates or actual operating
results. Furthermore, the Company's market capitalization was significantly higher than the carrying amount of its net assets as of December 31, 2024. Accordingly, no impairment loss was recognized in the year ended December 31, 2024.
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13. RIGHT OF USE ASSETS
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Movements in the three years ended December 31, 2024 are as follows:
73
As of January 1, 2022, the Company leased in two vessels from SFL, an affiliated company, on time charters that
were classified as leases. In April 2022, the Company announced that its subsidiary Frontline Shipping Limited had agreed with SFL to terminate the long-term charters for these vessels upon the sale and delivery of the vessels by SFL to an
unrelated third party.
| The right-of-use assets for offices relate to lease agreements for office space. For further details on the Company's lease see Note 18. |
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14.
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GOODWILL
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Impairment
For impairment testing purposes, goodwill was allocated to one group of CGUs, the Company.
As of December 31, 2022
The recoverable amount of the Company was determined based on its fair value, less cost of disposal, estimated
using its market capitalization as a basis. The Company's market capitalization as of December 31, 2022 was $2,702.6 million (based on a share price of $12.14) compared to its carrying value of net assets of approximately $2,259.9 million. The
excess of the fair value of the Company over its carrying value of net assets was such that the Company concluded that there was no requirement for an impairment in the year ended December 31, 2022.
If our ordinary share price declines this could result in an impairment of some or all of the $112.5 million of goodwill. In the
absence of a control premium, a share price of $9.65 per share as of December 31, 2022 would have resulted in the market capitalization being equal to the carrying value of net assets excluding the carrying value of goodwill.
As of December 31, 2023
The recoverable amount of the Company was determined based on its fair value, less cost of disposal, estimated
using its market capitalization as a basis. The Company's market capitalization as of December 31, 2023 was $4,463.6 million (based on a share price of $20.05) compared to its carrying value of net assets of approximately $2,277.3 million. The
excess of the fair value of the Company over its carrying value of net assets was such that the Company concluded that there was no requirement for an impairment in the year ended December 31, 2023.
If our ordinary share price declines this could result in an impairment of some or all of the $112.5 million of goodwill. In the
absence of a control premium, a share price of $9.72 per share as of December 31, 2023 would have resulted in the market capitalization being equal to the carrying value of net assets excluding the carrying value of goodwill.
As of December 31, 2024
The recoverable amount of the Company was determined based on its fair value, less cost of disposal, estimated
using its market capitalization as a basis. The Company's market capitalization as of December 31, 2024 was $3,159.0 million (based on a share price of $14.19) compared to its carrying value of net assets of approximately $2,340.2 million. The
excess of the fair value of the Company over its carrying value of net assets was such that the Company concluded that there was no requirement for an impairment in the year ended December 31, 2024.
If our ordinary share price declines this could result in an impairment of some or all of the $112.5 million of goodwill. In the
absence of a control premium, a share price of $10.01 per share as of December 31, 2024 would have resulted in the market capitalization being equal to the carrying value of net assets excluding the carrying value of goodwill.
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15.
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INVESTMENT IN ASSOCIATED COMPANIES
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FMS Holdco
In the year ended December 31, 2022, the Company entered into an agreement to subscribe for 433 shares in FMS Holdco for $1.5 million. Furthermore, FMS
Holdco entered into a sale and purchase agreement to acquire the remaining 50% of the issued
74
share capital of Clean Marine AS. Following the transactions, Frontline owns an effective 43.6% interest in
Clean Marine AS through its 43.6% equity interest in FMS Holdco, which is accounted for under the equity method.
The carrying value of the investment as of December 31, 2024 was $3.2 million (2023: $2.1 million). In the year ended December 31,
2024, a share of profits of Clean Marine AS of $1.1 million (2023: share of profits of $0.6 million, 2022: share of losses of $0.6 million) was recognized.
TFG Marine
In January 2020, the joint venture agreement with Golden Ocean and companies in the Trafigura Group to establish a leading global
supplier of marine fuels was completed. As a result, Frontline took a 15% interest in the joint venture company, TFG Marine, and made a $1.5 million shareholder loan to TFG Marine. In the year ended December 31, 2020, $0.1 million of the
shareholder loan was converted to equity. There was no change in ownership interest as a result of this transaction as each shareholder converted a portion of shareholder debt to equity in reference to their respective ownership interest.
Frontline concluded that it is able to exercise significant influence over TFG Marine as a result of its equity shareholding and board representation and therefore its investment is accounted for under the equity method.
The carrying value of the investment as of December 31, 2024 was $8.6 million (2023: $10.3 million). In the year ended December 31,
2024, a share of losses of TFG Marine of $1.7 million (2023: share of profits of $2.8 million, 2022: share of profits of $14.8 million) was recognized. In the year ended December 31, 2023, the Company also received $1.4 million in loan repayments
which reduced the loan receivable to nil and a dividend of $7.3 million from TFG Marine which was recognized as a reduction in the carrying value of the investment.
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16.
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TRADE AND OTHER PAYABLES
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75
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17.
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INTEREST BEARING LOANS AND BORROWINGS
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Outstanding debt as of December 31, 2024 and December 31, 2023 was as follows:
76
A summary of the Company's interest bearing loans and borrowings as of December 31, 2024 is as follows:
$252.4 million term loan facility
In July 2022, the Company entered into a senior secured term loan facility with a number of banks in an amount of up to
$252.4 million to refinance the original $328.6 million loan facility maturing in February 2023. The new facility
matures in September 2027, carries an interest rate of SOFR plus a margin of 180 basis points and has an amortization profile of 18 years commencing on the delivery date from the yard. In August 2022, the Company drew down $252.4 million and
repaid the outstanding balance of the original facility of $262.0 million. The facility is fully drawn down as of December 31, 2024.
$34.8 million term loan facility
In October 2022, the Company entered into a senior secured term loan facility in an amount of up to $34.8
million to refinance the original $50.0 million loan facility maturing in March 2023. The new facility matures in December 2027, carries an interest rate of SOFR plus a margin of 180 basis points and has an amortization profile of 20 years
commencing on the delivery date from the yard. In November 2022, the Company drew down $34.8 million and repaid the outstanding balance of the original facility of $35.9 million. The facility is fully drawn down as of December 31, 2024.
$250.7 million term loan facility
In November 2020, the Company entered into a senior secured term loan facility with a number of banks in an amount of up to $250.7
million. The facility was maturing in May 2025, carried an interest rate of SOFR plus Credit Adjustment Spread (“CAS”) (as a result of the rate reform transition discussed below) plus a margin of 190 basis points and had an amortization profile
of 18 years commencing on the delivery date from the yard. In November 2020, the Company drew down $250.7 million. In the year ended December 31, 2021, the sale of two LR2 tankers resulted in a prepayment of $46.5 million under the facility. The
facility is fully drawn down and fully repaid as of December 31, 2024.
$219.6 million term loan facility
In March 2024, the Company entered into a senior secured term loan facility in an amount of up to $219.6 million
with a syndicate of banks to refinance six LR2 tankers previously financed under the $250.7 million facility. The new facility has a tenor of five years, carries an interest rate of SOFR plus a margin of 180 basis points and has an amortization
profile of 18 years commencing on the delivery date from the yard. The refinancing generated net cash proceeds of approximately $101.0 million. The facility is fully drawn down as of December 31, 2024.
$100.8 million term loan facility
In November 2020, the Company entered into a senior secured term loan facility with ING and Credit Suisse in an
amount of up to $100.8 million. The facility matures in November 2025, carries an interest rate of SOFR plus CAS (as a result of the rate
77
reform transition discussed below) plus a margin of 190 basis points and has an amortization profile of 17 years
commencing on the delivery date from the yard. In November 2020, the Company drew down $100.8 million. The facility is fully drawn down as of December 31, 2024.
In February 2025, the Company entered into a senior secured credit facility in an amount of up to $119.7 million with ING and First
Citizens to refinance the $100.8 million term loan facility and, in addition, to provide revolving credit capacity in an amount of up to $51.6 million. The new facility has a tenor of five years, carries an interest rate of SOFR plus a margin of
165 basis points and has an amortization profile of 18 years commencing on the delivery date from the yard.
$328.4 million term loan facility
In August 2016, the Company signed a senior secured term loan facility in an amount of up to $328.4 million with
China Exim Bank. The facility matures in 2029, carries an interest rate of SOFR plus CAS (as a result of the rate reform transition discussed below) plus a margin in line with the Company’s other credit facilities and has an amortization profile
of 18 years. The Company drew down $109.0 million in the year ended December 31, 2016 in connection with one LR2 tanker and two Suezmax tanker newbuildings, which were delivered in the year. The Company drew down a further $165.9 million in the
year ended December 31, 2017 in connection with two Suezmax tankers and three LR2/Aframax tankers delivered in the year. The facility is fully drawn down and fully repaid as of December 31, 2024.
$321.6 million term loan facility
In February 2017, the Company signed a second senior secured term loan facility in an amount of up to $321.6
million. The facility provided by China Exim Bank is insured by China Export and Credit Insurance Corporation. The facility matures in 2033, carries an interest rate of SOFR plus CAS (as a result of the rate reform transition discussed below)
plus a margin in line with the Company’s other credit facilities and has an amortization profile of 15 years. The Company drew down $252.7 million in the year ended December 31, 2017 in connection with four Suezmax tankers and three LR2/Aframax
tankers delivered in the period. The Company drew down $32.0 million in the year ended December 31, 2018 in connection with one LR2 tanker delivered in the period. The facility is fully drawn down and fully repaid as of December 31, 2024.
$606.7 million term loan facility
In May 2024, the Company entered into a senior secured term loan facility in an amount of up to $606.7 million
with China Exim Bank and DNB, insured by China Export and Credit Insurance Corporation, to refinance eight Suezmax tankers and eight LR2 tankers. The facility has a tenor of approximately nine years, carries an interest rate of SOFR plus a margin
in line with the Company’s existing loan facilities and has an amortization profile of 19.7 years commencing on the delivery date from the yard. The refinancing generated net cash proceeds of approximately $275.0 million. The facility is fully
drawn down as of December 31, 2024.
$129.4 million term loan facility
In May 2023, the Company entered into a senior secured term loan facility in an amount of up to $129.4 million
from ING to refinance an existing term loan facility with total balloon payments of $80.1 million due in August 2023. The new facility has a tenor of five years, carries an interest rate of SOFR plus a margin of 180 basis points and has an
amortization profile of 18 years commencing on the delivery date from the yard. The facility includes a sustainability margin adjustment linked to the fleet sustainability score. In June 2023, the Company drew down $129.4 million under the new
facility and repaid the outstanding balance of the existing facility of $84.5 million in full. The new facility is fully drawn down as of December 31, 2024.
$104.0 million term loan facility
In April 2022, the Company entered into a senior secured term loan facility with Credit Suisse AG in an amount of $104.0 million to
refinance the $110.5 million loan facility maturing in 2023. The new facility matures in May 2028, carries an interest rate of SOFR plus a margin of 180 basis points and has an amortization profile of 18 years commencing on the delivery date from
the yard. In May 2022, the Company drew down $104.0 million and repaid the outstanding balance of the original facility of $96.4 million. The facility is fully drawn down as of December 31, 2024.
$60.6 million term loan facility and $63.5 million term loan facility
In November 2023, the Company entered into two senior secured term loan facilities in an amount of up to $124.1
million with Deka Bank to refinance an existing facility which had total balloon payments of $89.0 million due in January 2024. The facilities have a tenor of four and six years, respectively, carry an interest rate of SOFR plus a margin of 171
basis points and have an amortization profile of 18 years commencing on the delivery year from the yard. The facilities were fully drawn down in November 2023. The Company used $90.9 million of the proceeds to repay the existing loan facility in
full and used the remaining net cash proceeds from the refinancing of $33.2 million to partly finance the Acquisition.
78
$544.0 million lease financing
In March 2020, the Company signed a sale-and-leaseback agreement in an amount of $544.0 million with ICBCL to
finance the cash amount payable upon closing of the acquisition of 10 Suezmax tankers from Trafigura, which took place on March 16, 2020. The lease financing has a tenor of seven years, carries an interest rate of SOFR plus CAS (as a result of
the rate reform transition discussed below) plus a margin of 230 basis points, has an amortization profile of 17.8 years and includes purchase options for the Company throughout the term with a purchase obligation at the end of the term. The
facility is fully drawn down and repaid as of December 31, 2024.
$512.1 million lease financing
In October 2024, the Company entered into a sale-and-leaseback agreement in an amount of up to $512.1 million with
CMB Financial Leasing Co., Ltd to refinance an existing sale-and-leaseback agreement for 10 Suezmax tankers. The lease financing has a tenor of 10 years, carries an interest rate of SOFR plus a margin of 180 basis points and has an amortization
profile of
20.6 years commencing on the delivery date from the yard and includes purchase options for Frontline throughout
the term of the agreement. The refinancing generated net cash proceeds of $101.0 million. The facility is fully drawn down as of December 31, 2024.
$42.9 million term loan facility
In November 2019, the Company signed a senior secured term loan facility in an amount of up to $42.9 million with
Credit Suisse to partially finance the delivery of one Suezmax tanker. The facility matures five years after the vessel's delivery date, carries an interest rate of SOFR plus CAS (as a result of the rate reform transition discussed below) plus a
margin of 190 basis points and has an amortization profile of 18 years. In May 2020, the Company drew down $42.9 million under the facility in connection with the delivery of one Suezmax tanker. The facility is fully drawn down as of December 31,
2024.
In February 2025, the Company entered into a senior secured credit facility in an amount of up to $47.0 million
with SEB to refinance the $42.9 million term loan facility and, in addition, to provide revolving credit capacity in an amount of up to
$14.9 million. The new facility has a tenor of five years, carries an interest rate of SOFR plus a margin of 170
basis points and has an amortization profile of 20 years commencing on the delivery date from the yard.
$62.5 million term loan facility
In May 2020, the Company signed a senior secured term loan facility in an amount of up to $62.5 million with
Crédit Agricole to partially finance the delivery of one VLCC. The facility matures five years after the vessel's delivery date, carries an interest rate of SOFR plus CAS (as a result of the rate reform transition discussed below) plus a margin
of 190 basis points and has an amortization profile of 18 years. In June 2020, the Company drew down $62.5 million under the facility in connection with the delivery of one VLCC. The facility is fully drawn down as of December 31, 2024.
In February 2025, the Company entered into a senior secured credit facility in an amount of up to $72.3 million with Crédit Agricole
to refinance the $62.5 million term loan facility and, in addition, to provide revolving credit capacity in an amount of up to $25.4 million. The new facility has a tenor of five years, carries an interest rate of SOFR plus a margin of 170 basis
points and has an amortization profile of 18 years commencing on the delivery date from the yard.
$133.7 million term loan facility
In November 2020, the Company entered into a senior secured term loan facility with CEXIM and Sinosure in an
amount of up to $133.7 million to partially finance four LR2 tanker newbuildings in the Company's newbuilding program at that time. The facility has a tenor of 12 years, carries an interest rate of SOFR plus CAS (as a result of the rate reform
transition discussed below) plus a margin in line with the Company’s other credit facilities and has an amortization profile of 17 years commencing on the delivery date from the yard. The Company drew down $33.4 million in March 2021, $33.4
million in April 2021,
$33.4 million in September 2021 and $33.4 million in November 2021 under the facility to partially finance the
delivery of four LR2 tankers. The facility is fully drawn down as of December 31, 2024.
$94.5 million term loan facility
In February 2024, the Company entered into a secured term loan facility in an amount of up to $94.5 million with
KFW Bank to refinance two LR2 tankers previously financed under the $133.7 million facility. The new facility has a tenor of five years, carries an interest rate of SOFR plus a margin of 180 basis points and has an amortization profile of 20
years commencing on the delivery date from the yard. The refinancing generated net cash proceeds of approximately $38.0 million. The facility is fully drawn down as of December 31, 2024.
$58.5 million term loan facility
In September 2021, the Company entered into a senior secured term loan facility in an amount of up to $58.5
million with SEB to partially finance the acquisition of one 2019-built VLCC. The facility has a tenor of five years, carries an interest rate of
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SOFR plus CAS (as a result of the rate reform transition discussed below) plus a margin of 170 basis points and
has an amortization profile of 20 years commencing on the delivery date from the yard. In October 2021, the Company took delivery of the vessel and drew down $58.5 million under the facility to partially finance the delivery. The facility is
fully drawn down as of December 31, 2024.
$58.5 million term loan facility
In September 2021, the Company entered into a senior secured term loan facility in an amount of up to $58.5
million with KFW to partially finance the acquisition of one 2019-built VLCC. The facility has a tenor of five years, carries an interest rate of SOFR plus CAS (as a result of the rate reform transition discussed below) plus a margin of 170 basis
points and has an amortization profile of 20 years commencing on the delivery date from the yard. In November 2021, the Company took delivery of the vessel and drew down $58.5 million under the facility to partially finance the delivery. The
facility is fully drawn down as of December 31, 2024.
$130.0 million term loan facility
In October 2021, the Company entered into a senior secured term loan facility in an amount of up to $130.0
million with DNB to partially finance the acquisition of two of the six resale VLCC newbuilding contracts in the Company's newbuilding program at that time. The facility has a tenor of five years, carries an interest rate of SOFR plus CAS (as a
result of the rate reform transition discussed below) plus a margin of 170 basis points and has an amortization profile of 20 years commencing on the delivery date from the yard. The Company drew down $65.0 million in April 2022 and $65.0 million
in June 2022 to partially finance the delivery of two 2022 built VLCCs. The facility is fully drawn down as of December 31, 2024.
$65.0 million term loan facility
In December 2021, the Company entered into a senior secured term loan facility in an amount of up to $65.0
million from ABN AMRO Bank N.V. to partially finance the acquisition of one of the six resale VLCC newbuilding contracts in the Company's newbuilding program at that time. The facility has a tenor of five years, carries an interest rate of SOFR
plus CAS (as a result of the rate reform transition discussed below) plus a margin of 170 basis points and has an amortization profile of 20 years commencing on the delivery date from the yard. In October 2022, the Company drew down $65.0 million
to partially finance the delivery of a 2022 built VLCC. The facility is fully drawn down as of December 31, 2024.
$65.0 million term loan facility
In December 2021, the Company entered into a senior secured term loan facility in an amount of up to $65.0
million from ING Bank to partially finance the acquisition of one of the six resale VLCC newbuilding contracts in the Company's newbuilding program at that time. The facility has a tenor of five years, carries an interest rate of SOFR plus CAS
(as a result of the rate reform transition discussed below) plus a margin of 170 basis points and has an amortization profile of 20 years commencing on the delivery date from the yard. The facility includes a sustainability margin adjustment
linked to the fleet sustainability score. In August 2022, the Company drew down $65.0 million to partially finance the delivery of a 2022 built VLCC. The facility is fully drawn down as of December 31, 2024.
$65.0 million term loan facility
In December 2021, the Company entered into a senior secured term loan facility in an amount of up to $65.0
million from KFW to partially finance the acquisition of one of the six resale VLCC newbuilding contracts in the Company's newbuilding program at that time. The facility has a tenor of five years, carries an interest rate of SOFR plus CAS (as a
result of the rate reform transition discussed below) plus a margin of 170 basis points and has an amortization profile of 20 years commencing on the delivery date from the yard. In January 2023, the Company took delivery of a VLCC newbuilding
and drew down $65.0 million under this facility to partially finance the delivery. The facility is fully drawn as of December 31, 2024.
$65.0 million term loan facility
In December 2021, the Company entered into a senior secured term loan facility in an amount of up to $65.0 million
from Crédit Agricole to partially finance the acquisition of one of the six resale VLCC newbuilding contracts in the Company's newbuilding program at that time. The facility has a tenor of five years, carries an interest rate of SOFR plus CAS (as
a result of the rate reform transition discussed below) plus a margin of 170 basis points and has an amortization profile of 18 years commencing on the delivery date from the yard. In January 2023, the Company took delivery of a VLCC newbuilding
and drew down $65.0 million under this facility to partially finance the delivery. The facility is fully drawn as of December 31, 2024.
$1,410.0 million term loan facility
In November 2023, the Company entered into a senior secured term loan facility in an amount of up to $1,410.0
million with a group of our relationship banks to partially finance the Acquisition. The facility has a tenor of five years, carries an interest rate of SOFR plus a margin in line with the Company’s existing loan facilities and has an
amortization profile of 20 years commencing on the delivery date from the yard. In December 2023, the company drew down $891.3 million under the facility
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to partly finance the Acquisition. Up to $518.7 million remained available and undrawn under the facility as of
December 31, 2023 all of which was drawn down to partially finance the remaining 13 vessels delivered as a result of the Acquisition in the first quarter of 2024.
$275.0 million revolving credit facility
In June 2016, the Company signed a $275.0 million senior unsecured facility agreement with an affiliate of Hemen,
the Company's largest shareholder. The original facility carried an interest rate of 6.25% and was available to the Company for a period of an initial period of 18 months from the first utilization date. The facility does not include any
financial covenants.
In November 2022, the Company extended the facility by 12 months to May 2024 at an interest rate of 8.50% and
otherwise on same terms. In February and June 2023, the Company repaid $60.0 million and $74.4 million, respectively, under the facility. In October 2023, the Company extended the facility by 20 months to January 4, 2026, at an interest rate of
10.0% and otherwise on existing terms. In December 2023, the Company drew down $99.7 million under the facility to partly finance the Acquisition. The balance outstanding of $175.0 million was included in long-term debt as of December 31, 2023.
In April 2024, the Company repaid $100.0 million under the facility. In October 2024, the Company repaid $75.0
million under the facility. Up to $275.0 million remains available to be drawn as of December 31, 2024.
$539.9 million Shareholder loan
In November 2023, the Company entered into a subordinated unsecured shareholder loan in an amount of up to $539.9
million with Hemen to partly finance the Acquisition. The facility had a tenor of five years and carried an interest rate of SOFR plus a margin equal to the $1,410.0 million facility, in line with the Company’s existing loan facilities. In
December 2023, the Company drew down $235.0 million under the facility to partly finance the Acquisition. In January 2024, the Company drew down $60.0 million to partially finance the remaining 13 vessels delivered as a result of the Acquisition
in the first quarter of 2024. In June 2024, the Company repaid $147.5 million under the Hemen shareholder loan. In August 2024, the Company repaid the Hemen shareholder loan in full, and no amount remained available to be drawn as of December 31,
2024.
Rate reform transition
Due to the discontinuance of the London Interbank Offered Rate (“LIBOR”) after June 30, 2023, the Company entered
into amendments to existing loan agreements with an aggregate outstanding principal of $1,634.1 million as of December 31, 2023 (as denoted above), for the transition from LIBOR to SOFR. As of December 31, 2023, the weighted average CAS of these
amendment agreements was 15 basis points based on a three months interest period. As of December 31, 2024, the reference rate of all the Company's loan arrangements is SOFR.
The amendments to our loan agreements, which are measured at amortized cost using the effective interest method, were accounted for
as an adjustment to the effective interest rate which did not have a significant effect on the carrying amount of the loans.
Debt restrictions
The Company's loan agreements contain loan-to-value clauses, which could require the Company to post additional
collateral or prepay a portion of the outstanding borrowings should the value of the vessels securing borrowings under each of such agreements decrease below required levels. In addition, the loan agreements contain certain financial covenants,
including the requirement to maintain a certain level of free cash, positive working capital and a value adjusted equity covenant. Cash and cash equivalents include cash balances of $92.6 million (2023: $75.4 million), which represents 50% (2023:
50%) of the cash required to be maintained by the financial covenants in our loan agreements. The Company is permitted to satisfy up to 50% of the cash requirements by maintaining a committed undrawn credit facility with a remaining availability
of greater than 12 months.
Failure to comply with any of the covenants in the loan agreements could result in a default, which would permit the lender to
accelerate the maturity of the debt and to foreclose upon any collateral securing the debt. Under those circumstances, the Company might not have sufficient funds or other resources to satisfy its obligations. The Company was in compliance with
all of the financial covenants contained in the Company's loan agreements as of December 31, 2024 and December 31, 2023.
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LEASES
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As a lessee
The Company is committed to make rental payments under leases for office premises. Certain of these leases
include variable lease elements linked to inflation indexes. Such variable payments were estimated at the time of recognition on the index at that time and are included in the minimum lease payments.
The future minimum lease payments under the Company's leases as at December 31, 2024 were as follows:
The future minimum lease payments under the Company's leases as at December 31, 2023 were as follows:
Total cash outflows for leases was $1.0 million, $0.9 million and $2.9 million in the years ended December 31, 2024, 2023 and 2022, respectively.
Expense for office leases was $0.9 million, $0.9 million and $0.9 million for the years ended December 31, 2024, 2023 and 2022,
respectively.
The Company incurred lease expenses of $2.2 million in the year ended December 31, 2022 in relation to the
vessels leased-in from SFL, an affiliated company.
Interest expense incurred in relation to the leased-in vessels is disclosed in Note 6.
The weighted-average discount rate based on the Company’s incremental borrowing rate in relation to the leases was 1.8% for the
year ended December 31, 2024 (2023: 2.5%, 2022: 2.7%) and the weighted-average remaining lease term was one year as of December 31, 2024 (2023: two years, 2022: three years).
For further details on the Company’s right-of-use assets see Note 13.
As a lessor
Four LR2 tankers were on fixed rate time charters as of December 31, 2024 and 2023.
In March 2024, the Company entered into a fixed rate time charter-out contract for one VLCC to a third party on a three-year time
charter at a daily base rate of $51,500. The time charter commenced in the third quarter of 2024.
In April 2024, the Company entered into a time charter-out contract for one Suezmax tanker to a third party on
a three-year time charter at a daily base rate of $32,950 plus 50% profit share. In the year ended December 31, 2024, the Company received profit share income of $0.5 million in relation to this charter.
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Our revenues from these leases have been included within time charter revenues in the Consolidated Statement of Profit or Loss,
which solely relates to leasing revenues.
Two of the LR2 tankers on fixed rate time charters as of December 31, 2024 and 2023 have an option for a one year extension.
The cost and accumulated depreciation of vessels leased under time charters as of December 31, 2024 were $364.2 million and $72.1
million, respectively (December 31, 2023: $206.1 million and $36.0 million, respectively).
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19.
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FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT
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Accounting classifications and fair values
The carrying values and fair values of financial assets and financial liabilities as of December 31, 2024 and 2023 are as follows:
The table below shows the levels in the fair value hierarchy of financial assets and financial liabilities as of December 31, 2024 and 2023, excluding
those whose fair values approximate their respective carrying values due to their short-term nature.
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Measurement of fair values
Valuation techniques and significant unobservable inputs
The following tables show the valuation techniques used in measuring Level 1, Level 2 and Level 3 fair values, as well as the
significant unobservable inputs that were used.
Assets Measured at Fair Value on a Recurring Basis
The fair value (level 2) of interest rate swaps is the present value of the estimated future cash flows that
the Company would receive or pay to terminate the agreements at the end of the reporting period, taking into account, as applicable, fixed interest rates on interest rate swaps, current interest rates, forward rate curves and the credit
worthiness of both the Company and the derivative counterparty.
Marketable securities are listed equity securities for which the fair value is the aggregate market value based on quoted market
prices (level 1).
Transfers between Level 1, 2 and 3
There were no transfers between these levels in 2024 and 2023.
Financial risk management
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In the course of its normal business, the Company is exposed to the following risks:
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Credit risk
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Liquidity risk
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Market risk (interest rate risk, foreign currency risk, and price risk)
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The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management
framework.
Credit risk
Trade and other receivables
At the balance sheet date all trade and other receivables were with (i) state-owned enterprises, (ii) oil
majors, (iii) commodities traders and (iv) related parties and affiliated companies. Based on past experience, there was only a small impact on doubtful amounts at year-end. Based on individual analyses, provisions for doubtful debtors were not
material for the years ended December 31, 2024 and 2023. In addition, no customers individually accounted for 10% or more of total revenue in the year ended December 31, 2024 (2023: no customers) (see Note 3). The maximum exposure to credit
risk is represented by the carrying amount of each financial asset.
Past due amounts are not credit impaired as collection is still considered to be likely and management is confident the outstanding
amounts can be recovered. Amounts not past due are also with customers with high credit worthiness and are therefore not credit impaired.
Cash and cash equivalents
The Company held cash and cash equivalents of $413.5 million at December 31, 2024 (2023: $308.3 million). The
cash and cash equivalents are held with SEB, HSBC, Royal Bank of Scotland, DNB Bank ASA and Nordea Bank Norge, or Nordea, Crédit Agricole, UBS, Standard Chartered Bank Singapore, ABN Amro, ING Bank N.V., Bank of Cyprus and Citibank N.A. The
Company’s concentration of credit risk with respect to cash and cash equivalents is not considered significant as substantially all of the amounts are carried with a diversified portfolio of banks and financial institution counterparties.
Restricted cash
Our interest rate swaps can require us to post cash as collateral based on their fair value which is classified
as restricted cash. As of December 31, 2024 and 2023 no cash was posted as collateral in relation to our interest rate swaps and secured borrowings.
Derivatives
The Company is exposed to the risk of credit loss in the event of non-performance by the counterparty to the
interest rate swap agreements. Interest rate swap agreements are entered into with banks and financial institution counterparties, which are rated AA-, based on rating agency S&P.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations if they fall due. The Company’s
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. The Company has entered into several loan facilities whose maturities are spread over different
years (see Note 17).
The following are the remaining contractual maturities of financial liabilities:
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The Company has secured bank loans that contain loan covenants. A future breach of covenant may require the
Company to repay the loan earlier than indicated in the above table. For more details on these covenants, see Note 17.
The carrying values of fixed and floating rate debt include expected payments of accrued interest as of the reporting date. The
interest on floating rate debt is based on the SOFR spot rate as of December 31, 2024 and 2023. The interest rate on fixed rate debt was based on the contractual interest rate for the period presented. It is not expected that the cash flows
included in the table above (the maturity analysis) could occur significantly earlier, or at significantly different amounts than those stated above.
Market risk
Interest rate risk
The Company is exposed to the impact of interest rate changes primarily through its floating-rate borrowings
that require the Company to make interest payments based on SOFR. Significant increases in interest rates could adversely affect operating margins, results of operations and ability to service debt. The Company uses interest rate swaps to
reduce its exposure to market risk from changes in interest rates. The principal objective of these contracts is to minimize the risks and costs associated with its floating-rate debt. On December 31, 2024 the Company had interest rate swaps in
place and approximately 15% (2023: 17%) of the floating interest rates were switched to fixed rate.
Cash flow sensitivity analysis for variable rate instruments
As of December 31, 2024, the Company's outstanding debt which was at variable interest rates, net of the
amount subject to interest rate swap agreements, was $3,204.0 million (2023: $2,741.8 million). Based on this, a one percentage point increase in annual SOFR interest rates would increase its annual interest expense by approximately $32.0
million (2023: $27.4 million), excluding the effects of capitalization of interest.
Interest rate swap agreements
In February 2016, the Company entered into an interest rate swap with DNB whereby the floating interest on notional debt of
$150.0 million was switched to fixed rate. The contract had a forward start date of February 2019.
In the year ended December 31, 2020, the Company entered into three interest rate swaps with DNB whereby the floating interest rate
on notional debt totaling $250.0 million was switched to a fixed rate.
In the year ended December 31, 2020, the Company entered into two interest rate swaps with Nordea Bank whereby the floating
interest rate on notional debt totaling $150.0 million was switched to a fixed rate.
The reference rate for our interest rate swaps, which are measured at fair value through profit or loss, was transitioned from
LIBOR to SOFR in the year ended December 31, 2023 which did not affect the accounting for these derivatives.
The aggregate fair value of these swaps at December 31, 2024 was an asset of $24.4 million (2023: $39.1 million) and a liability
of nil (2023: nil). The fair value (Level 2) of the Company’s interest rate swap agreements is the estimated amount that the Company would receive or pay to terminate the agreements at the reporting date, taking into account, as applicable,
fixed interest rates on interest rate swaps, current interest rates, forward rate curves and the current credit worthiness of both the Company and the derivative counterparty. The estimated fair value is the present value of future cash flows.
In the year ended December 31, 2024, the Company recorded a gain on these interest rate swaps of $9.2 million (2023: gain of $8.0 million, 2022: gain of $53.6 million).
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The interest rate swaps are not designated as hedges and are summarized as of December 31, 2024 as follows:
Foreign currency risk
The majority of the Company's transactions, assets and liabilities are denominated in U.S. dollars, its
functional currency. Certain of its subsidiaries report in British pounds, Norwegian kroner or Singapore dollars and risks of two kinds arise as a result: a transaction risk, that is, the risk that currency fluctuations will have an effect on
the value of cash flows; and a translation risk, which is the impact of currency fluctuations in the translation of foreign operations and foreign assets and liabilities into U.S. dollars in the consolidated financial statements.
Price risk
Our exposure to equity securities price risk arises from marketable securities held by the Company which are
listed equity securities and are carried at FVTPL unless the election to present subsequent changes in the investment's fair value in OCI is made. See Note 9 for further details.
Capital management
We operate in a capital intensive industry and have historically financed our purchase of tankers and other capital expenditures
through a combination of cash generated from operations, equity capital and borrowings from commercial banks. Our ability to generate adequate cash flows on a short and medium term basis depends substantially on the trading performance of our
vessels in the market. Our funding and treasury activities are conducted within corporate policies to increase investment returns while maintaining appropriate liquidity for our requirements.
The Company’s objectives when managing capital are to:
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safeguard our ability to continue as a going concern, so that we can continue to provide returns for shareholders and benefits for other stakeholders, and
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maintain an optimal capital structure to reduce the cost of capital.
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In November 2024, we declared a dividend of $0.34 per share for the third quarter of 2024. In August 2024, we declared a dividend
of $0.62 per share for the second quarter of 2024. In May 2024, we declared a dividend of $0.62 per share for the first quarter of 2024. In February 2024, the Board of Directors declared a dividend of $0.37 per share for the fourth quarter of
2023.
The Company's loan agreements contain loan-to-value clauses, and financial covenants. For more details on these
covenants, see Note 17.
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20.
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SHARE CAPITAL
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The authorized share capital of the Company as of December 31, 2024 is $600,000,000 (2023: $600,000,000) divided into 600,000,000
shares (2023: 600,000,000) of $1.00 nominal value each, of which 222,622,889 shares of $1.00 nominal value each are in issue and fully paid as of December 31, 2024 and 2023.
The movement in the number of shares outstanding during the years ended December 31, 2024 and 2023 are as follows:
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21.
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SHARE OPTIONS
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In the year ended 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 exercise price is NOK 71, which shall increase by NOK 5 on each of December 7, 2023, and December 7, 2024, and will further be adjusted for any
distribution of dividends made before the relevant synthetic options are exercised. 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. The synthetic options are not subject to a retention period. There were no options awarded in 2022, 2023 or 2024.
The synthetic options have an estimated expected life of 3.4 years. The risk-free interest rate was estimated using the interest
rate on three year U.S. treasury zero coupon issues. The volatility was estimated using historical share price data. The dividend yield was estimated at 0% as the exercise price is reduced by all dividends declared by the Company from the date
of grant to the exercise date. It was assumed that all of the options granted will vest.
The initial exercise price for the synthetic options granted in December 2021 was reduced by the amount of dividends paid after the
date of grant. As of December 31, 2024, all of these options had vested. As of December 31, 2024, 86,100 options had been forfeited (2023: 86,100) and 172,000 options were exercised (2023: 92,400) at a weighted average exercise price of $4.45.
As of December 31, 2024, 1,021,900 options remained outstanding (2023: 1,101,500) and exercisable (2023: 564,650). The subsequent remeasurement of fair value of the synthetic options resulted in a gain of $2.2 million in the year ended December
31, 2024 (2023: expense of $10.7 million, 2022: expense of $4.7 million).
As of December 31, 2024, the weighted average exercise price of these options was $2.17 (2023: $4.48) and the Company's share
price was $14.19.
The weighted average fair value of the options granted in 2021 was $6.54 per share. The synthetic options had a fair value of
$12.5 million as of December 31, 2024 (2023: $17.5 million) and the Company recorded a liability of $11.7
million as of December 31, 2024 (2023: $15.0 million) in the Consolidated Statements of Financial Position. The intrinsic value of liabilities which had vested as of December 31, 2024 was $12.3 million (2023: $9.0 million).
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22.
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RELATED PARTY TRANSACTIONS AND AFFILIATED COMPANIES
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We transact business with the following related parties: Seatankers Management Norway AS, Seatankers Management Co. Ltd, Avance
Gas and Alta Trading UK Limited. We also own interests in TFG Marine and Clean Marine AS (through our interest in FMS Holdco) which are accounted for as equity method investments.
We also transact business with the following affiliated companies, being companies in which Hemen and companies associated with
Hemen have significant influence: SFL, Flex LNG Ltd, Front Ocean Management and Golden Ocean. On March 12, 2025, Hemen disposed of its entire shareholding in Golden Ocean via a sale to a third party at which time Golden Ocean ceased to be
affiliated with us.
Summary
A summary transactions with related parties and affiliated companies for the years ended December 31, 2024, 2023 and 2022 was as
follows:
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Revenues earned from related parties and affiliated companies are comprised of office rental income, technical
and commercial management fees, newbuilding supervision fees, freights, and administrative services. Operating expenses paid to related parties and affiliated companies are comprised of bunker expenses, rental for vessels and office space,
support staff costs, and corporate administration.
In addition, the Company has paid $534.3 million to TFG Marine in the year ended December 31, 2024 in relation
to bunker purchases (2023: $392.5 million 2022: $434.4 million).
Related party and affiliated company balances
A summary of balances due from related parties and affiliated companies as of December 31, 2024 and 2023 was as follows:
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Balances due from related parties and affiliated companies are primarily derived from newbuilding supervision
fees, technical and commercial management fees, and recharges for administrative services.
A summary of balances due to related parties and affiliated companies at December 31, 2024 and 2023 was as follows:
Related party and affiliated company payables are primarily for bunker purchases, supplier rebates, loan
interest and corporate administration fees.
Other transactions
Refer to Note 8, 9 and 20 for further details of shares issued to Hemen in connection with the CMB.TECH share acquisition.
Refer to Note 23 for further details of guarantees provided in relation to the Company's business with and investment in TFG
Marine.
Transactions with key management personnel
The total amount of the remuneration earned by all directors and key management personnel for their services was as follows:
The Directors annually review the remuneration of the members of key management personnel. Directors' fees are approved annually
at the AGM. No pensions were paid to directors or past directors. No compensation was paid to directors or past directors in respect of loss of office. Total remuneration consists of a fixed and a variable component and can be summarized as
follows:
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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. The Company recorded a share-based payment gain in the year ended December 31, 2024 due to a decrease in the fair value of the option liability as a result of the decrease in the
Company's share price as of December 31, 2024 as compared to December 31, 2023. Refer to Note 21 for further details of the synthetic option scheme.
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23.
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COMMITMENTS AND CONTINGENCIES
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As of December 31, 2024, the Company has agreed to provide a $60.0 million guarantee in respect of the performance of its
subsidiaries, and two subsidiaries of an affiliate of Hemen, under a bunker supply arrangement with TFG Marine, a related party. As of December 31, 2024, there are no amounts payable under this guarantee. In addition, should TFG Marine be
required to provide a parent company guarantee to its bunker suppliers or finance providers then for any guarantee that is provided by the Trafigura Group and becomes payable, Frontline shall pay a pro rata amount based on its share of the
equity in TFG Marine. The maximum liability under this guarantee is $6.0 million and there are no amounts payable under this guarantee as at December 31, 2024.
In June 2024, the Company attended an introductory hearing before the Enterprise Court in Antwerp, Belgium, in response to a
summons received from certain funds managed by FourWorld Capital Management LLC (“FourWorld”) in connection with their claims pertaining to the integrated solution for the strategic and structural deadlock within former Euronav NV announced
on October 9, 2023, and former Euronav NV’s acquisition of CMB.TECH NV on December 22, 2023. FourWorld claims that the transactions should be rescinded and in addition has requested the court to order Compagnie Maritime Belge NV and Frontline
to pay damages in an amount to be determined during the course of the proceedings. A procedural calendar has been agreed and the case is scheduled for oral court pleadings in May 2026, after which a judgment will be rendered. The Company
finds the claims to be without merit and intends to vigorously defend against them.
The Company insures the legal liability risks for its shipping activities with mutual protection and indemnity associations, who
are members of the International Group of P&I Clubs. As a member of these mutual associations, the Company is subject to calls payable to the associations based on the Company's claims record in addition to the claims records of all other
members of the associations. A contingent liability exists to the extent that the claims records of the members of the associations in the aggregate show significant deterioration, which result in additional calls on the members.
The Company is a party, as plaintiff or defendant, to several lawsuits in various jurisdictions for unpaid charter hire,
demurrage, damages, off-hire and other claims and commercial disputes arising from the operation of its vessels, in the ordinary course of business or in connection with its acquisition activities. The Company believes that the resolution of
such claims will not have a material adverse effect on the Company's operations or financial condition individually and in the aggregate.
91
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24.
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GROUP ENTITIES
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92
93
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25.
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SUBSEQUENT EVENTS
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In February 2025, the Board of Directors declared a dividend of $0.20 per share for the fourth quarter of 2024. The record date for
the dividend was March 14, 2025, the ex-dividend date was March 14, 2025, for shares listed on the New York Stock Exchange and March 13, 2025, for shares listed on the Oslo Stock Exchange, and the dividend was paid on March 31, 2025.
Refer to Note 17 for details of other transactions that have concluded subsequent to December 31, 2024 pertaining to financing.
94
Index to parent company Financial Statements of Frontline plc
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Statements of Profit or Loss for the years ended December 31, 2024, 2023 and 2022
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96
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|
Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022
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97
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|
Statements of Financial Position as of December 31, 2024 and 2023
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98
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Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
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99
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Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022
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100
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Notes to Financial Statements
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101
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95
Frontline plc
Parent company financial statements and notes
96
Frontline plc
Parent company financial statements and notes
97
Frontline plc
Parent company financial statements and notes
On April 7, 2025, the Board of Directors of Frontline Plc authorized these parent company financial statements for issue.
98
Frontline plc
Parent company financial statements and notes
99
Frontline plc
Parent company financial statements and notes
100
Frontline plc
Parent company financial statements and notes Notes to Financial Statements
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1.
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GENERAL INFORMATION
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Frontline plc (formerly Frontline Ltd.), the Company or Frontline, is the parent company of the Frontline plc group, an
international shipping company formerly incorporated in Bermuda as an exempted company under the Bermuda Companies Law of 1981 on June 12, 1992. At a Special General Meeting on December 20, 2022, the Company's shareholders agreed to redomicile
the Company to the Republic of Cyprus under the name of Frontline plc (the “Redomiciliation”). The Company was officially redomiciled to Cyprus on December 30, 2022.
The business, assets and liabilities of Frontline Ltd. and its subsidiaries prior to the Redomiciliation were the same as Frontline
plc immediately after the Redomiciliation on a consolidated basis, as well as its fiscal year. In addition, the directors and executive officers of the Frontline plc immediately after the Redomiciliation were the same individuals who were
directors and executive officers, respectively, of Frontline Ltd. immediately prior to the Redomiciliation.
Prior to the Redomiciliation, Frontline Ltd.’s ordinary shares were listed on the New York Stock Exchange (“NYSE”) and Oslo Stock
Exchange (“OSE”) under the symbol “FRO.” Upon effectiveness of the Redomiciliation, the Company’s ordinary shares continue to be listed on the NYSE and OSE and commenced trading under the new name Frontline plc and new CUSIP number M46528101
and new ISIN CY0200352116 on the NYSE on January 3, 2023 and on the OSE on January 13, 2023. Frontline plc’s LEI number was not be affected by the Redomiciliation and remains the same.
Frontline plc is the holding company of equity investments in subsidiaries. Frontline plc, through its subsidiaries, operates oil
tankers of two sizes: VLCCs, which are between 200,000 and 320,000 dwt, and Suezmax tankers, which are vessels between 120,000 and 170,000 dwt, and operates LR2/Aframax tankers, which are clean product tankers, and range in size from 110,000 to
115,000 dwt. Frontline plc's subsidiaries are located in Cyprus, Bermuda, Liberia, the Marshall Islands, Norway, the United Kingdom, Singapore and China. Frontline plc, through its subsidiaries, is also involved in the charter, purchase and
sale of vessels.
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2.
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MATERIAL ACCOUNTING POLICY INFORMATION
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1.
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Basis of presentation
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The parent financial statements are prepared in accordance with IFRS® Accounting Standards (“IFRS”) as adopted
by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
These parent company financial statements should be read in connection with the Consolidated financial
statements of Frontline, published together with these financial statements. With the exceptions described below, Frontline plc applies the accounting policies of the group, as described in Note 2 Material Accounting Policy Information, and
reference is made to this note for further details.
The financial statements were approved by the Board of Directors on April 7, 2025, and authorized for issue.
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2.
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Subsidiaries
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Investments in subsidiaries are accounted for using the equity method. Under the equity method of accounting,
the investments are initially recognized at cost and adjusted thereafter to recognize Frontline’s share of the post-acquisition profits or losses of the subsidiary in profit or loss, and Frontline’s share of movements in other comprehensive
income of the subsidiary in other comprehensive income. Where Frontline’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, Frontline does not recognize further losses, unless it has incurred
obligations or made payments on behalf of the other entity. The carrying amount of equity-accounted investments is tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Long-term receivables for which settlement is neither planned nor likely to occur in the foreseeable future
are treated as part of the equity accounted investments in subsidiaries. Dividends from subsidiaries are recognized in the separate financial statements of Frontline plc when the entity’s right to receive the dividend is established. The
dividend is recognized as a reduction to the carrying amount of the investment.
101
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3.
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EXPENSES
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Administrative expenses
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Frontline plc had no employees in the year ended December 31, 2024, 2023 and 2022. No pensions were paid to directors or past
directors. Stock compensation expense $0.4 million related to directors (2023: $3.0 million, 2022: $1.2 million) see Note 13 and Note 14.
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Fees paid or accrued for audit and related services:
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|
4.
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NET FINANCE EXPENSE
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102
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5.
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INCOME TAXES
|
Certain of Frontline plc's subsidiaries are tax resident in Cyprus, Singapore, China, Norway and the United
Kingdom and are subject to income tax in their respective jurisdictions. The tax paid by subsidiaries of Frontline plc that are subject to income tax is included in Share of net profit/(loss) from subsidiaries accounted for using the equity
method in the Statements of Profit or Loss.
Frontline plc does not have any unrecognized tax benefits, material accrued interest or penalties relating to income taxes.
Cyprus
Under the provisions of Cyprus tax laws, such income shall be included in the estimation of taxable income to be taxed at the rate
of 12.5%.
In line with the Cypriot tonnage tax system, the Company pays tax calculated on the basis of the net tonnage of
the qualifying vessels the Company owns, charters or manages. The option for tonnage tax once made is obligatory for ten years. Tonnage tax payable in relation to our vessel owning subsidiaries are recorded as ship operating expenses in the
Consolidated Statements of Profit or Loss.
On October 3, 2023, the Cyprus Ministry of Finance initiated a public consultation to incorporate the EU Directive, aimed at
establishing a global minimum tax level for multinational and large-scale domestic enterprise groups, into national legislation. This Directive, originating from the OECD/G20 BEPS Pillar Two Model Rules was voted on by the EU states on December
14, 2022, and seeks to ensure fair taxation practices internationally. The Directive was voted into domestic law on December 18 2024, “The Safeguarding of a Global Minimum Level of Taxation of Multinational Enterprise Groups and Large-Scale
Domestic Groups in the Union Law of 2023”, with application to financial periods starting on or after December 31 2023, harmonizing the Cyprus tax framework with the Directive. This new law does not amend the CIT legislation; the law introduces
an additional set of tax rules to be applied alongside the application of CIT and other relevant taxes for MNEs in scope.
The law introduces the Qualified Income Inclusion Rule (“QIIR”) which is effective for accounting periods
beginning on or after December 31, 2023 and the Qualified Undertaxed Profits Rule (“UTPR”) which is effective for accounting periods beginning on or after December 31, 2024.
Cyprus has elected to adopt the Qualifying Domestic Minimum Top Up Tax (“QDMTT”) and will be effective as of January 1, 2025. This
will allow Cyprus jurisdiction to collect the top-up tax in its own jurisdiction instead of allowing a foreign jurisdiction to charge top-up taxes elsewhere.
The legislation targets multinational and large domestic enterprise groups with a consolidated revenue exceeding EUR 750 million
in two of the last four years before the assessed fiscal year. It proposes a global minimum effective tax rate of 15%, as compared to the corporate tax rate in Cyprus of 12.5%, and includes specific exemptions (provided that certain conditions
are met) for International Shipping Income.
In light of these developments, management is currently evaluating the potential implications of the law on the Company’s
operations and financial planning. As these and other tax laws and related regulations change (including changes in the interpretation, approach and guidance of tax authorities), our financial results could be materially impacted.
United States
For the three years ended December 31, 2024, Frontline plc did not accrue U.S. income taxes as Frontline plc is not engaged in a
U.S. trade or business and is exempted from a gross basis tax under Section 883 of the U.S. Internal Revenue Code.
Under Section 863(c)(2)(A) of the Internal Revenue Code, 50% of all transportation revenue attributable to transportation which
begins or ends in the United States shall be treated as from sources within the United States where no Section 883 exemption is available. Such revenue is subject to 4% tax. No revenue tax has been recorded in the year ended December 31, 2024
(2023: nil, 2022: nil).
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6.
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MARKETABLE SECURITIES
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103
Marketable securities held by Frontline plc are listed equity securities accounted for fair value through
profit or loss. In the year ended December 31, 2024 Frontline plc received dividends of $3.5 million (2023: $36.9 million, 2022: $1.6 million) from its investments in marketable securities.
A summary of the movements in marketable securities for the years ended December 31, 2024, 2023 and 2022 is presented in the table
below:
Avance Gas
As of December 31, 2024, 2023 and 2022, Frontline plc held 329,669 shares in Avance Gas. In the year ended
December 31, 2024, Frontline plc recognized an unrealized loss of $2.5 million (2023: gain of $2.9 million, 2022: gain of $0.7 million) in relation to the shares held in Avance Gas.
SFL
As of December 31, 2024, 2023 and 2022, Frontline plc held 73,165 shares in SFL. In the year ended December
31, 2024, Frontline plc recognized an unrealized loss of $0.1 million (2023: gain of $0.1 million, 2022: gain of $0.1 million) in relation to the shares held in SFL.
CMB.TECH
Share acquisition in the year ended December 31, 2022
On May 28, 2022, the Company announced that it agreed to acquire in privately negotiated share exchange
transactions with certain shareholders of CMB.TECH a total of 5,955,705 shares in CMB.TECH, representing 2.95% of the outstanding shares in CMB.TECH as of this date, in exchange for a total of 8,337,986 ordinary shares of Frontline. Frontline
received the $0.06 dividend per share that was paid on June 8, 2022 by CMB.TECH in respect of these 5,955,705 shares.
On June 10, 2022, the Company announced that it agreed to acquire in privately negotiated transactions with certain shareholders of
CMB.TECH a total of 7,708,908 shares in CMB.TECH, representing 3.82% of the outstanding shares in CMB.TECH as of this date, in exchange for a total of 10,753,924 shares in Frontline.
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 CMB.TECH holders in June 2022 and Frontline agreed to issue to
Hemen the same number of shares of Frontline in full satisfaction of the share lending arrangement. The shares were issued to Hemen in August 2022.
As of December 31, 2022, Frontline plc held 13,664,613 shares in CMB.TECH, as a result of the above
transactions. The acquired shares were initially recognized at their fair value of $167.7 million and Frontline plc recorded a realized loss of $7.8 million in relation to these transactions, being the difference between the transaction price
to acquire these shares and their fair value as of the transaction dates. The transaction price paid to acquire these shares was $175.5 million, which was the fair value of the Frontline's shares as of the transaction dates.
Based on the CMB.TECH share price as of December 31, 2022, the fair value of the shares held in CMB.TECH was $232.8 million, which
resulted in an unrealized gain of $65.1 million.
Share sale in the year ended December 31, 2023
104
On October 9, 2023, Frontline and Famatown Finance Limited, a company related to Hemen agreed to sell all their
shares in CMB.TECH (57,479,744 shares, representing in aggregate 26.12% of CMB.TECH’s issued shares) to Compagnie Maritime Belge NV ("CMB") at a price of $18.43 per share (the “Share Sale”).
In November 2023, all conditions precedent to the Share Sale, including approval of the inter-conditionality of the Share Sale by
the CMB.TECH shareholders and receipt of anti-trust approvals, were fulfilled. The Share Sale closed in November 2023 at which time Frontline sold its 13,664,613 shares in CMB.TECH to CMB for $251.8 million.
In the year ended December 31, 2023, Frontline plc recognized a gain on marketable securities in relation to
the CMB.TECH shares of $19.0 million.
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7.
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TRADE AND OTHER RECEIVABLES
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Other receivables are presented net of allowances for doubtful accounts amounting to nil as of December 31, 2024 (2023: nil).
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8.
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INVESTMENTS IN SUBSIDIARIES
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A summary of the movements in investments in subsidiaries for the years ended December 31, 2024, 2023 and 2022 is presented in the
table below:
All Frontline plc's subsidiaries are wholly owned. See Note 24 Group Entities in the Consolidated Financial
Statements for a table with Frontline plc’s subsidiaries for the years ended December 31, 2024 and 2023.
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9.
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TRADE AND OTHER PAYABLES
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105
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10.
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INTEREST BEARING LOANS AND BORROWINGS
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A summary of outstanding debt as of December 31, 2024 and 2023 was as follows:
Proceeds and repayments of debt in the year ended December 31, 2024 are summarized as follows:
Proceeds and repayments of debt in the year ended December 31, 2023 are summarized as follows:
Proceeds and repayments of debt in the year ended December 31, 2022 are summarized as follows:
106
$275.0 million revolving credit facility
In June 2016, Frontline plc signed a $275.0 million senior unsecured facility agreement with an affiliate of
Hemen, Frontline plc's largest shareholder. The original facility carried an interest rate of 6.25% and was available to Frontline plc for a period of an initial period of 18 months from the first utilization date. The facility does not include
any financial covenants.
In November 2022, the Company extended the facility by 12 months to May 2024 at an interest rate of 8.50% and otherwise on same
terms. In February and June 2023, Frontline plc repaid $60.0 million and $74.4 million, respectively, under the facility. In October 2023, Frontline plc extended the facility by 20 months to January 4, 2026, at an interest rate of 10.0% and
otherwise on existing terms. In December 2023, Frontline plc drew down $99.7 million under the facility. The balance outstanding of
$175.0 million was included in long-term debt as of December 31, 2023.
In April 2024, Frontline plc repaid $100.0 million under the facility. In October 2024, Frontline plc repaid $75.0 million under
the facility. Up to $275.0 million remains available to be drawn as of December 31, 2024.
$539.9 million Shareholder loan
In November 2023, Frontline plc entered into a subordinated unsecured shareholder loan in an amount of up to
$539.9 million with Hemen. The facility had a tenor of five years and carried an interest rate of SOFR plus a margin. In December 2023, Frontline plc drew down $235.0 million under the facility. In January 2024, Frontline plc drew down $60.0
million. In June 2024, Frontline plc repaid $147.5 million under the Hemen shareholder loan. In August 2024, Frontline plc repaid the Hemen shareholder loan in full and no amount remained available to be drawn as of December 31, 2024.
Frontline plc paid $1.1 million of commitment fees in the year ended December 31, 2024 (2023, 2022: nil).
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11.
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FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT
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Accounting classifications and fair values
The carrying values and fair values of financial assets and financial liabilities as of December 31, 2024 and 2023 are as follows:
The table below shows the levels in the fair value hierarchy of financial assets and financial liabilities as of December 31, 2024 and 2023, excluding
those whose fair values approximate their respective carrying values due to their short-term nature.
107
The following tables show the valuation techniques used in measuring Level 1, Level 2 and Level 3 fair values, as well as the significant unobservable inputs that were used.
Marketable securities are listed equity securities for which the fair value is the aggregate market value based on quoted market prices (level 1).
Transfers between Level 1, 2 and 3
There were no transfers between these levels in 2024 and 2023.
Financial risk management
In the course of its normal business, Frontline plc is exposed to the following risks:
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•
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Credit risk
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•
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Liquidity risk
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•
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Market risk (interest rate risk, foreign currency risk and price risk)
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Frontline plc's activities do not substantially differ from the Frontline’s group. See Note 19 Financial Instruments - Fair Values And Risk Management in the Consolidated
financial statements.
The following are the remaining contractual maturities of financial liabilities:
108
The carrying values of fixed and floating rate debt include expected payments of accrued interest as of the reporting date. The interest on floating rate debt is based on the SOFR spot rate as of December 31, 2023. The interest rate on fixed rate debt was based on the contractual interest rate for the period presented. It is not expected that the cash flows included in the table above (the maturity analysis) could occur significantly earlier, or at significantly different amounts that stated above.
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12.
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SHARE CAPITAL
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The authorized share capital of Frontline plc as of December 31, 2024 is $600,000,000 (2023: $600,000,000) divided into
600,000,000 shares (2023: 600,000,000) of $1.00 nominal value each, of which 222,622,889 shares of $1.00 nominal value each are in issue and fully paid as of December 31, 2024 and 2023.
The movement in the number of shares outstanding during the years ended December 31, 2024, 2023 and 2022 are as follows:
13. SHARE OPTIONS
In December 2021, the Board of Directors approved the grant of 1,280,000 synthetic options to employees of its
subsidiaries and board members according to the rules of Frontline plc’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 exercise price is NOK 71, which shall increase by NOK 5 on each of December 7, 2023, and December 7, 2024, and will further be adjusted
for any distribution of dividends made before the relevant synthetic options are exercised. The synthetic options will be settled in cash based on the difference between the market price of Frontline plc’s shares and the exercise price on the
date of exercise, and as such, have been classified as a liability. The synthetic options are not subject to a retention period. There were no options awarded in 2022, 2023 or 2024. 400,000 of these synthetic options have been awarded to board
members of Frontline plc and the remaining liability is included in Investments in Subsidiaries.
109
The synthetic options have an estimated expected life of 3.4 years. The risk-free interest rate was estimated
using the interest rate on three year U.S. treasury zero coupon issues for the options granted. The volatility was estimated using historical share price data. The dividend yield was estimated at 0% as the exercise price is reduced by all
dividends declared by Frontline plc from the date of grant to the exercise date. It was assumed that all of the options granted will vest.
The initial exercise price for the synthetic options granted was reduced by the amount of dividends paid after the date of grant.
As of December 31, 2024, all of these options had vested. As of December 31, 2024, 80,000 options had been forfeited (2023: 80,000) and 104,000 options were exercised (2023: 44,000) at a weighted average exercise price of $4.15. As of December
31, 2024, 216,000 options remained outstanding (2023: 276,000) and exercisable (2023: 132,000). The subsequent remeasurement of fair value of the synthetic options resulted in a gain of $0.4 million for the year ended December 31, 2024 (2023:
expense of $2.5 million).
As of December 31, 2024, the weighted average exercise price of the outstanding and exercisable options was $2.22 (2023
outstanding: $4.48, 2023 exercisable: $4.13) and Frontline's share price was $14.19.
The weighted average fair value of the synthetic options was $6.54 per share. The synthetic options had a fair
value of $3.3 million as of December 31, 2024 (2023: $4.4 million) and Frontline plc recorded a liability of $3.3 million as of December 31, 2024 (2023: $3.7 million). The intrinsic value of liabilities which had vested as of December 31, 2024
was $2.6 million (2023: $2.1 million).
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14.
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RELATED PARTY TRANSACTIONS AND AFFILIATED COMPANIES
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Frontline plc, through its subsidiaries, transacts business with the following related parties: Seatankers Management Norway AS,
Seatankers Management Co. Ltd, Avance Gas and Alta Trading UK Limited. Frontline plc, through its subsidiaries, also owns interests in TFG Marine and Clean Marine AS (through its interest in FMS Holdco) which are accounted for as equity method
investments by the Company's subsidiaries.
Frontline plc, through its subsidiaries, also transacts business with the following affiliated companies,
being companies in which Hemen and companies associated with Hemen have significant influence: SFL, Flex LNG Ltd, Front Ocean Management and Golden Ocean. On March 12, 2025, Hemen disposed of its entire shareholding in Golden Ocean via a sale
to a third party at which time Golden Ocean ceased to be affiliated with the Company.
In the year ended December 31, 2024, Frontline plc recognized interest expense of $6.0 million (2023: $11.7 million, 2022:
$13.3 million) in relation to senior unsecured facility agreement with an affiliate of Hemen. In the year ended
December 31, 2024, Frontline plc recognized interest expense of $12.5 million (2023: $0.3 million, 2022: nil) in relation to the subordinated unsecured shareholder loan from Hemen.
A summary of Frontline plc's subsidiary transactions with related parties and affiliated companies is provided in Note 22 of the
Consolidated Financial Statements of Frontline.
Related party and affiliated company balances
A summary of balances due from related parties and affiliated companies at December 31, 2024 and December 31, 2023 was as follows:
The Company had nil balances due to related parties and affiliated companies at December 31, 2024 and December 31, 2023. A summary of debt due to
related parties and affiliated companies at December 31, 2024 and 2023 was as follows:
110
Refer to Note 6 and 12 for further details of shares issued to Hemen in connection with the CMB.TECH share acquisition.
Refer to Note 15 for further details of guarantees provided in relation to the Company's business with and investment in TFG Marine.
Transactions with key management personnel
The total amount of the remuneration earned by all directors and key management personnel for their services was as follows:
The Directors annually review the remuneration of the members of key management personnel. Directors' fees are approved annually by the AGM. Total
remuneration consists of a fixed and a variable component and can be summarized as follows:
Refer to Note 13 for further details of the synthetic option scheme.
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15.
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COMMITMENTS AND CONTINGENCIES
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As of December 31, 2024, Frontline plc has agreed to provide a $60.0 million guarantee in respect of the performance of its
subsidiaries, and two subsidiaries of an affiliate of Hemen, under a bunker supply arrangement with TFG Marine, a related party. As of December 31, 2024, there are no amounts payable under this guarantee. In addition, should TFG Marine be
required to provide a parent company guarantee to its bunker suppliers or finance providers then for any guarantee that is provided by the Trafigura Group and becomes payable, Frontline shall pay a pro rata amount based on its share of the
equity in TFG Marine. The maximum liability under this guarantee is $6.0 million and there are no amounts payable under this guarantee as at December 31, 2024.
In June 2024, the Company attended an introductory hearing before the Enterprise Court in Antwerp, Belgium, in response to a
summons received from certain funds managed by FourWorld Capital Management LLC (“FourWorld”) in connection with their claims pertaining to the integrated solution for the strategic and structural deadlock within former Euronav NV announced on
October 9, 2023, and former Euronav NV’s acquisition of CMB.TECH NV on December 22, 2023. FourWorld claims that the transactions should be rescinded and in addition has requested the court to order Compagnie Maritime Belge NV and Frontline to
pay damages in an amount to be determined during the course of the proceedings. A procedural calendar has been agreed and the case is scheduled for oral court pleadings in May 2026, after which a judgment will be rendered. The Company finds the
claims to be without merit and intends to vigorously defend against them.
111
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16.
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SUBSEQUENT EVENTS
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In February 2025, the Board of Directors declared a dividend of $0.20 per share for the fourth quarter of 2024.
The record date for the dividend was March 14, 2025, the ex-dividend date was March 14, 2025, for shares listed on the New York Stock Exchange and March 13, 2025, for shares listed on the Oslo Stock Exchange, and the dividend was paid on March
31, 2025.
112
Independent Auditor's Report
To the Members of Frontline Plc
Report on the Audit of the Consolidated Financial Statements and the Parent Company Financial Statements
Our opinion
In our opinion, the accompanying consolidated financial statements of Frontline Plc and its subsidiaries (together the “Group”)
and the parent company financial statements of Frontline Plc (the “Company”) give a true and fair view of the financial position of the Group and the Company as at 31 December 2024, and of their consolidated and parent company financial
performance and their consolidated and parent company cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
What we have audited
We have audited the consolidated financial statements and the parent company financial statements which are presented in pages 46 to
112 and comprise:
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the consolidated statement of financial position and the statement of financial position of the Company as at 31 December 2024;
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the consolidated statement of profit or loss and the statement of profit or loss of the Company for the year then ended;
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the consolidated statement of comprehensive income and the statement of comprehensive income of the Company for the year then ended;
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the consolidated statement of cash flows and the statement of cash flows of the Company for the year then ended;
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the consolidated statement of changes in equity and the statement of changes in equity of the Company for the year then ended; and
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the notes to the consolidated financial statements and the parent company financial statements, which include material accounting policy information.
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The financial reporting framework that has been applied in the preparation of the consolidated financial statements and the parent
company financial statements is IFRS Accounting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
PricewaterhouseCoopers Ltd, City House, 6 Karaiskakis Street, CY-3032 Limassol, Cyprus P O Box 53034, CY-3300
Limassol, Cyprus
T: +357 25 - 555 000,
F: +357 - 25 555 001, www.pwc.com.cy
PricewaterhouseCoopers Ltd is a private company registered in Cyprus (Reg. No.143594). Its
registered office is at 43 Demostheni Severi Avenue, CY-1080, Nicosia. A list of the company’s directors, including for individuals the present and former (if any) name and surname and nationality, if not Cypriot and for legal entities the
corporate name, is kept by the Secretary of the company at its registered office. PwC refers to the Cyprus member firm, PricewaterhouseCoopers Ltd and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please
see www.pwc.com/structure for further details.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards
are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and the Parent Company Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group and the Company throughout the period of our appointment in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) together with the ethical
requirements that are relevant to our audit of the consolidated financial statements and the parent company financial statements in Cyprus and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
IESBA Code.
Key audit matters incorporating the most significant risks of material misstatements, including assessed risk of
material misstatements due to fraud
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated
financial statements and the parent company financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements and the parent company financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key Audit Matter
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How our audit addressed the Key Audit Matter
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Impairment indicator assessment for the Group’s vessels and equipment and the Company’s investments in subsidiaries
As described in Note 12 to the consolidated financial statements, the carrying amount of the Group’s vessels and equipment was
$5,246.7 million as of December 31, 2024.
As described in Note 8 to the parent company financial statements, the carrying amount of the Company’s investments in subsidiaries was
$2,337.9 million as of December 31, 2024.
Management reviews the carrying amount of vessels and equipment for potential impairment whenever events or changes in circumstances indicate
that the carrying amount of the asset or cash-generating unit might not be recoverable.
Indicators of impairment are identified by management based on a combination of internal and external factors which include significant
management judgements and assumptions, related to the development of estimated market values received from independent ship brokers of the vessels, as well as developments in forecasted
time charter equivalent rates (“TCE rates”).
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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the
consolidated financial statements and the parent company financial statements.
These procedures included evaluating the design and implementation and testing the operating effectiveness of controls related to management’s
impairment indicator assessment for the Group’s vessels and equipment, including controls over the development of estimated market values received from independent ship brokers of the vessels, as well as developments in forecasted TCE
rates.
These procedures also included, among others, testing management’s process for assessing impairment indicators, testing the completeness,
accuracy, reliability and relevance of the underlying data, and evaluating the significant assumptions and judgements used by management.
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The principal consideration for our determination that performing procedures relating to the impairment indicator assessment for vessels and
equipment held and used by the Group is a key audit matter is the significant judgement applied by management in assessing the impairment indicators. This, in turn, led to a high degree of auditor judgement and effort in performing
procedures to evaluate the significant assumptions used by management, related to the estimated market values received from independent ship brokers of the vessels, as well as developments in forecasted TCE rates.
As the Company uses the equity method of accounting to account for its investments in subsidiaries in the parent company financial statements, the above key audit
matter applies equally to the Company’s “Investments in
subsidiaries”.
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Evaluating management’s assumptions related to estimated market values received from independent ship brokers of the vessels, as well as
developments in forecasted TCE rates, involved evaluating whether the assumptions used by management were reasonable considering (i) the consistency with external market and industry data, and (ii) whether the assumptions were
consistent with evidence obtained in other areas of the audit.
We also evaluated the competence, capability, and objectivity of the independent ship brokers used by management.
We read Note 12 to the consolidated financial statements and Note 8 to the parent company financial
statements and assessed the content as appropriate.
No matters of consequence arose from our procedures.
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Reporting on other information
The Board of Directors is responsible for the other information. The other information comprises the information included in the
Board of Directors and Other Officers, Statement of the Members of the Board of Directors and Other Responsible Persons of the Company for the Financial Statements, the Corporate Governance Report, the Remuneration Report and the Management
Report but does not include the consolidated financial statements and the parent company financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements and the parent company financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements and the parent company financial statements, our responsibility is to read the
other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements and the parent company financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this
regard.
Responsibilities of the Board of Directors and those charged with governance for the
Consolidated Financial Statements and the Parent Company Financial Statements
The Board of Directors is responsible for the preparation of the consolidated financial statements and the parent company financial
statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors
determines is necessary to enable the preparation of consolidated financial statements and parent company financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements and the parent company financial statements, the Board of Directors is responsible for assessing the
Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group
and the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s and the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and the Parent Company Financial
Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements and the parent company financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these consolidated financial statements and the parent company financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements and the parent company financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Group’s and the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
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Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the consolidated financial statements and the parent company financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements and the parent company financial statements, including the
disclosures, and whether the consolidated financial statements and the parent company financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.
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Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the
Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible
for our audit opinion.
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial
statements and the parent company financial statements of the current period and are therefore the key audit matters.
Report on Other Legal and Regulatory Requirements
Pursuant to the requirements of Article 10(2) of the EU Regulation 537/2014 we provide the following
information in our Independent Auditor’s Report, which is required in addition to the requirements of International Standards on Auditing.
Appointment of the Auditor and Period of Engagement
We were first appointed as auditors of the Group and of the Company on 20 December 2022 at the Special General Meeting of
Shareholders, for the audit of the consolidated financial statements and the parent company financial statements for the year ended 31 December 2022. Our appointment has been renewed annually by shareholder resolution representing a total
period of uninterrupted engagement appointment of 3 years.
Consistency of the Additional Report to the Audit Committee
We confirm that our audit opinion on the consolidated financial statements and the parent company financial statements expressed in
this report is consistent with the additional report to the Audit and Risk Committee of the Company, which we issued on 2 April 2025 in accordance with Article 11 of the EU Regulation 537/2014.
Provision of Non-audit Services
We declare that no prohibited non-audit services referred to in Article 5 of the EU Regulation 537/2014 and Section 72 of the
Auditors Law of 2017 were provided. In addition, there are no non-audit services which were provided by us to the Group or to the Company and which have not been disclosed in the consolidated financial statements and the parent company
financial statements or the Management Report.
European Single Electronic Format
We have examined the digital files of the European Single Electronic Format (ESEF) of Frontline Plc for the year ended 31 December
2024 comprising an XHTML file which includes the consolidated financial statements and the parent company financial statements for the year then ended and XBRL files with the marking up carried out by the entity of the consolidated statement of
financial position as at 31 December 2024, and the consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then
ended, and all disclosures made in the consolidated financial statements or made by cross-reference therein to other parts of the annual financial report for the year ended 31 December 2024 that correspond to the elements of Annex II of the EU
Delegated Regulation 2019/815 of 17 December 2018 of the European Commission, as amended from time to time (the “ESEF Regulation”) (the “digital files”).
The Board of Directors of Frontline Plc is responsible for preparing and submitting the consolidated and the parent company
financial statements for the year ended 31 December 2024 in accordance with the requirements set out in the ESEF Regulation.
Our responsibility is to examine the digital files prepared by the Board of Directors of Frontline Plc. According to the Audit Guidelines issued by the
Institute of Certified Public Accountants of Cyprus (the “Audit Guidelines”), we are required to plan and perform our audit procedures in order to examine whether the content of the consolidated and parent company financial statements included
in the digital files correspond to the consolidated and parent company financial statements we have audited, and whether the format and marking up included in the digital files have been prepared in all material respects, in accordance with the
requirements of the ESEF Regulation.
In our opinion, the digital files examined correspond to the consolidated and parent company financial statements, and the
consolidated financial statements included in the digital files, are presented and marked-up, in all material respects, in accordance with the requirements of the ESEF Regulation.
Other Legal Requirements
Pursuant to the additional requirements of the Auditors Law of 2017, we report the following:
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In our opinion, based on the work undertaken in the course of our audit, the Management Report has been prepared in accordance with the requirements of the Cyprus
Companies Law, Cap. 113, and the information given is consistent with the consolidated financial statements and the parent company financial statements.
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In light of the knowledge and understanding of the Group and the Company and their environment obtained in the course of the audit, we are required to report if we
have identified material misstatements in the Management Report. We have nothing to report in this respect.
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In our opinion, based on the work undertaken in the course of our audit, the information included in the corporate governance statement in accordance with the
requirements of subparagraphs (iv) and (v) of paragraph 2(a) of Article 151 of the Cyprus Companies Law, Cap. 113, has been prepared in accordance with the requirements of the Cyprus Companies Law, Cap. 113, and is consistent with the
consolidated financial statements and the parent company financial statements.
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In our opinion, based on the work undertaken in the course of our audit, the corporate governance statement includes all information referred to in subparagraphs (i),
(ii), (iii), (vi) and (vii) of paragraph 2(a) of Article 151 of the Cyprus Companies Law, Cap. 113.
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In light of the knowledge and understanding of the Group and the Company and their environment obtained in the course of the audit, we are required to report if we
have identified material misstatements in the corporate governance statement in relation to the information disclosed for items (iv) and (v) of subparagraph 2(a) of Article 151 of the Cyprus Companies Law, Cap. 113. We have nothing to
report in this respect.
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Other Matter
This report, including the opinion, has been prepared for and only for the Company’s members as a body in accordance with Article
10(1) of the EU Regulation 537/2014 and Section 69 of the Auditors Law of 2017 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this
report may come to.
The engagement partner on the audit resulting in this independent auditor’s report is Tasos Nolas.
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Tasos Nolas
Certified Public Accountant and Registered Auditor for and on behalf of
PricewaterhouseCoopers Limited
Certified Public Accountants and Registered Auditors
City House, 6 Karaiskakis Street, CY-3032 Limassol, Cyprus
7 April 2025