ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
FRONTLINE PLC
CONTENTS
BOARD OF DIRECTORS AND OTHER OFFICERS 3
STATEMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OTHER RESPONSIBLE
PERSONS OF THE COMPANY FOR THE FINANCIAL STATEMENTS
5
CORPORATE GOVERNANCE REPORT 6
REMUNERATION REPORT 14
MANAGEMENT REPORT 19
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS 46
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 47
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 48
CONSOLIDATED STATEMENTS OF CASH FLOWS 50
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 53
PARENT COMPANY FINANCIAL STATEMENTS AND NOTES 91
INDEPENDENT AUDITOR’S REPORT 106
Throughout this annual report, the “Company,” "Frontline," “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 Energy Efficiency Existing Ship Index ("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
2025
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.
Name Age
Position
Ola Lorentzon 76 Chairman and Director
John Fredriksen 81 Director
James O’Shaughnessy
62 Director and Audit and Risk Committee Chairman
Cato Stonex 62 Director
Maria Papakokkinou 46 Director
Mikkel Storm Weum 39 Director (appointed February 27, 2026)
Richard C. Prince
51
Director (appointed December 8, 2025)
Steen Jakobsen 61
Director (resigned December 8, 2025)
Ørjan Svanevik 59 Director (resigned February 27, 2026)
Lars H. Barstad 55 Chief Executive Officer of Frontline Management AS
Inger M. Klemp 63 Chief Financial Officer of Frontline Management AS
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 also serves as a director
and Chairman of Flex LNG Ltd. 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, Archer Limited and various insurance entities.
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
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.
Frontline Plc - Annual Report and Financial Statements 2025 3
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.
Mikkel Storm Weum has been a Director of the Company since February 2026. Mr. Weum is employed as an Investment
Director in Seatankers Management Norway AS, responsible for Sale and Purchase, Newbuildings and Projects. Mr. Weum is
also serving as a director on the Board of NYSE listed Flex LNG Ltd and on the Board of Nasdaq listed Star Bulk Carriers
Corp. Prior to being employed by Seatankers Management AS, Mr. Mikkel Storm Weum served as Senior Vice President,
responsible for Business Development in SFL Management AS. Mr. Weum was also employed as Vice President, Head of
Commercial in Teekay Offshore working with Shuttle Tankers and Floating Offshore storage. Mr. Weum holds a Master’s
degree in Naval Architecture from Newcastle University and a MSc in Shipping Trade and Finance from Cass Business School,
City University.
Richard C. Prince has been a Director of the Company since December 2025. Mr. Prince has until recently served as Global
Co- Head of ST Shipping and Transport Ltd, the shipping arm of Glencore where he spent two decades in leadership roles.
Prior to joining Glencore, he was an established tanker broker, holding positions with leading shipbroking firms including
Simpson Spence & Young (SSY), Sovereign, and Harris & Dixon. With over 30 years of experience across the shipping and oil
markets, Mr Prince brings extensive expertise in commercial shipping, maritime logistics, and global energy transport.
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.
K. C. SAVERIADES & CO. LLC
COMPANY SECRETARY
John Kennedy Street,
IRIS House, Office 740B,
3106 Limassol, Cyprus
Frontline Plc - Annual Report and Financial Statements 2025 4
FRONTLINE PLC
STATEMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OTHER RESPONSIBLE
PERSONS OF THE COMPANY FOR THE FINANCIAL STATEMENTS
2025
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, 2025 confirm that, to the best of our knowledge:
a) the consolidated financial statements and the parent company financial statements of the Company for the year ended
December 31, 2025 which are presented on pages 46 to 105.
(i) 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
(ii) 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
b) 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.
Limassol, March 27, 2026
Frontline Plc - Annual Report and Financial Statements 2025 5
FRONTLINE PLC
CORPORATE GOVERNANCE REPORT
2025
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:
• 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.
• 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.
• 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.
• 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.
Corporate Governance Report 2025
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:
1. Board of Directors
Frontline Plc - Annual Report and Financial Statements 2025 6
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, Dr. Maria Papakokkinou and Mr. Richard
C. Prince 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:
i. becomes bankrupt or makes any arrangement or composition with his creditors generally;
ii. 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;
iii. becomes of unsound mind;
iv. resigns by notice in writing to the Company; or
v. 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.
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,
losses, damages and expenses which they or any of them shall or may incur by reason of any contract entered into or any act
Frontline Plc - Annual Report and Financial Statements 2025 7
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:
i. Audit and Risk Committee;
ii. Nomination Committee;
iii. Remuneration Committee.
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 11 times in the year ended December 31, 2025.
2. Director's Remuneration
Refer to the 2025 Remuneration Report for further details.
3. Accountability and Audit
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. The Board
has determined that an Audit and Risk Committee member may simultaneously serve on the audit committees of more than
Frontline Plc - Annual Report and Financial Statements 2025 8
three public companies and such service would not impair the ability of such member to effectively serve on our 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, 2025. 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:
i. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
ii. 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
iii. 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.
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, 2025.
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, 2025.
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.
4. Relationship with Shareholders
Shareholders Meetings
Frontline Plc - Annual Report and Financial Statements 2025 9
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 1/20
th
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:
1. Amendment of the Memorandum and Articles of Association (which requires approval of at least 75% of voting
shares);
2. 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 2/3
rds
of the votes corresponding to the issued share capital represented is required);
3. Reduction of share capital including the reduction of the share premium reserve account (which requires approval of at
least 75% of voting shares);
4. Consolidation and division of all or any of the share capital into shares of a larger or smaller amount (which requires a
simple majority);
5. 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 2/3
rds
of the votes corresponding to the issued share capital
represented is required);
6. 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);
7. 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);
Frontline Plc - Annual Report and Financial Statements 2025 10
8. Purchase of Company’s own shares (which requires approval of at least 75% of the voting shares);
9. Cross Border Merger whether the Company is the surviving or absorbed entity (which requires approval of at least
75% of voting shares);
10. 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 9/10
ths
of the value of the shares to be transferred);
11. Removal of Directors (which requires a simple majority).
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 2/3
rds
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 8, 2025, 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 8, 2025,
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 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
Frontline Plc - Annual Report and Financial Statements 2025 11
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:
i. Interim accounts have been prepared in which the funds available for distribution are shown to be sufficient;
ii. 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.
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.
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
Frontline Plc - Annual Report and Financial Statements 2025 12
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 27, 2026, 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.
Owner
Number of
shares % (1)
Hemen Holding Ltd. (2) 79,145,703 35.6 %
1. Calculated based on 222,622,889 ordinary shares issued and outstanding.
2. 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.
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.
5. Corporate Social Responsibility
Refer to the Environmental, Social & Governance section within the Management Report for further details.
Frontline Plc - Annual Report and Financial Statements 2025 13
FRONTLINE PLC
ANNUAL REMUNERATION REPORT
2025
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 2025, along with the members of the Board of Directors
(“the Board”). For the year ended December 31, 2025, 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 2026.
Remuneration committee
The Company established a Remuneration Committee in February 2023, currently comprising one independent director, Mr.
Ola Lorentzon. 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, 2025, and synthetic options granted
under the Company's long-term incentive schemes 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 schemes
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 increased by NOK 5 on each of
December 7, 2023, and December 7, 2024, and is further 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.
There were no options awarded under this scheme in 2022, 2023 or 2024.
Frontline Plc - Annual Report and Financial Statements 2025 14
In May 2025, the Board of Directors approved the grant of 362,284 synthetic options to employees and management according
to the rules of the Company’s synthetic option scheme approved on May 20, 2025. The synthetic options have a five year term
expiring in May 2030. The vesting period is 12 months for the first 33.3% of options, 24 months for the next 33.3% of options
and 36 months for the final 33.3% of options. The exercise price is $16.80, being the volume-weighted average exercise price
of the share in the last 30 days prior to grant. The exercise price will further be adjusted for any distribution of dividends made
before the relevant synthetic options are exercised. The synthetic options granted to the Chief Executive Officer are subject to a
cap on maximum annual gain, equal to two times the annual base salary at the time of the exercise of the 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. The synthetic options are not subject to a retention period.
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
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, 2025 or
2024.
Summary of Company performance
Profit for the period decreased by $116.5 million in the year ended December 31, 2025 as compared to the year ended
December 31, 2024. For a full analysis of the Company performance please see our Management Report and Consolidated
Financial Statements for the year ended December 31, 2025.
Frontline Plc - Annual Report and Financial Statements 2025 15
Total remuneration of the Directors and CEO
Our Directors and CEO, along with start or end date, are as follows:
Name
Position Start date End date
Ola Lorentzon Chairman and Non-Executive Director not applicable not applicable
John Fredriksen Non-Executive Director not applicable not applicable
James O’Shaughnessy Non-Executive Director and Audit and Risk Committee
Chairman
not applicable not applicable
Steen Jakobsen Non-Executive Director not applicable December 8, 2025
Cato Stonex Non-Executive Director not applicable not applicable
Maria Papakokkinou Non-Executive Director not applicable not applicable
Ørjan Svanevik Non-Executive Director not applicable February 27, 2026
Richard C. Prince Non-Executive Director December 8, 2025 not applicable
Mikkel Storm Weum Non-Executive Director February 27, 2026 not applicable
Lars H. Barstad Chief Executive Officer of Frontline Management AS not applicable not applicable
Table 1 – Total remuneration of the Directors & CEO
Fixed
Variable
Pension
expense
Total
Proportion
fixed
Proportion
variable
(in thousands of $)
Base
salary
Fees
Ola Lorentzon
— 150 — — 150 100 % — %
John Fredriksen
— 60 — — 60 100 % — %
James O’Shaughnessy
— 70 — — 70 100 % — %
Steen Jakobsen
— 56 — — 56 100 % — %
Cato Stonex
— 60 — — 60 100 % — %
Maria Papakokkinou
— 60 — — 60 100 % — %
Ørjan Svanevik
— 60 — — 60 100 % — %
Richard C. Prince
— 4 — — 4 100 % — %
Mikkel Storm Weum
— — — — — — % — %
Lars H. Barstad
399 — 333 29 761 56 % 44 %
Total
399 520 333 29 1,281 74 % 26 %
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:
• annual bonuses which have been paid or accrued during the reported financial year. Such bonuses are at the discretion
of the Board.
• 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.
Pension expense includes the contributions that took place in the reported financial year to a defined contribution pension
scheme.
The below tables details the activity in relation to the synthetic option schemes:
Frontline Plc - Annual Report and Financial Statements 2025 16
Opening balance Closing balance
Name Vesting date
Options held at
the beginning of
the year
Options awarded Options exercised
Options held at
the end of the
year
Ola Lorentzon
07/12/2022 — — —
Ola Lorentzon
07/12/2023 — — —
Ola Lorentzon
07/12/2024 56,000 (28,000) 28,000
John Fredriksen
07/12/2022 22,000 — 22,000
John Fredriksen
07/12/2023 22,000 — 22,000
John Fredriksen
07/12/2024 36,000 — 36,000
James O’Shaughnessy
07/12/2022 22,000 (22,000) —
James O’Shaughnessy
07/12/2023 22,000 (22,000) —
James O’Shaughnessy
07/12/2024 36,000 — 36,000
Lars H. Barstad
07/12/2022 110,000 (110,000) —
Lars H. Barstad
07/12/2023 110,000 — 110,000
Lars H. Barstad
07/12/2024 180,000 — 180,000
Lars H. Barstad
27/05/2026 — 38,503 — 38,503
Lars H. Barstad
27/05/2027 — 38,503 — 38,503
Lars H. Barstad
27/05/2028 — 38,503 — 38,503
Total
616,000 115,509 (182,000) 549,509
Opening balance Closing balance
Name Vesting date
Options awarded
and unvested
Options awarded Options vested
Options awarded
and unvested
Lars H. Barstad
27/05/2026 — 38,503 — 38,503
Lars H. Barstad
27/05/2027 — 38,503 — 38,503
Lars H. Barstad
27/05/2028 — 38,503 — 38,503
Total
— 115,509 — 115,509
At the grant date of the synthetic options awarded in 2021, 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.
At the grant date of the synthetic options awarded in 2025, the Company’s underlying share price was $18.75. As of December
31, 2025 none of the options have vested.
Comparative information on the change of remuneration
Frontline Plc - Annual Report and Financial Statements 2025 17
(in thousands of $)
2025 vs
2024
2024 vs
2023
2023 vs
2022
2022 vs
2021
2021 vs
2020
Change in remuneration
Non-executives
Ola Lorentzon
— — — 36 54
John Fredriksen
— — — (36) (54)
James O’Shaughnessy
— — (15) (34) 49
Ole B. Hjertaker (57) (3) 20 40 —
Steen Jakobsen
(4) — 20 40 —
Cato Stonex
— 57 3 — —
Maria Papakokkinou
57 3 — — —
Ørjan Svanevik
57 3 — — —
Richard C. Prince
4 — — — —
Other non-executives
(48) (22) (20) 30 (7)
Executives
Lars H. Barstad
(21) 354 (195) 264 295
Other executives
— — — — (963)
Total
(12) 392 (187) 340 (626)
Change in Company performance
Change in profit or loss for the period
(116,502) (160,831) 180,877 490,498 (427,836)
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, 2025, 2024, 2023, 2022 and 2021. Profit for the year ended December 31, 2020 is derived
from our audited Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in
the United States of America.
Frontline Plc - Annual Report and Financial Statements 2025 18
FRONTLINE PLC
MANAGEMENT REPORT
2025
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, 2025.
HISTORY AND DEVELOPMENT OF THE COMPANY
The Company
We are Frontline plc, an international shipping company incorporated in Cyprus under The Companies Law (Chapter 113) as a
public limited liability company (Company No. 442213) on December 30, 2022. 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.
The Company's ordinary shares are listed on the NYSE and OSE under the symbol “FRO”.
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 8, 2025, 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 8, 2025, 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
The Company took delivery of two VLCC newbuildings in the year ended December 31, 2023. As of December 31, 2023, 2024
and 2025, there were no vessels in the Company’s newbuilding program and there were no commitments.
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.
Frontline Plc - Annual Report and Financial Statements 2025 19
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.
In August 2025, the Company entered into an agreement to sell its oldest Suezmax tanker, built in 2011, for a net sale price of
$36.4 million. The vessel was delivered to the new owner in September 2025. After repayment of existing debt on the vessel,
the transaction generated net cash proceeds of approximately $23.7 million, and the Company recorded a gain of $5.9 million in
the third quarter of 2025.
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”).
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 Hemen Related Companies 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
Strategic Fleet Renewal and Expansion
In December 2025, the Company entered into agreements to sell eight of our oldest first-generation ECO VLCCs, built between
2015 and 2016 to an unrelated third party, for a total sales price of $831.5 million. The vessels were delivered to the new owner
during the first quarter of 2026. After commissions and repayment of existing debt on the vessels, the transaction is expected to
generate net cash proceeds of approximately $477.2 million and the Company expects to record a gain in the first quarter of
2026 of approximately $212.0 million.
In January 2026, the Company announced that it had entered into agreements to acquire nine latest generation scrubber-fitted
ECO VLCC newbuildings from affiliates of Hemen, for an aggregate purchase price of $1,224.0 million. Of these nine vessels,
six are currently under construction at the Hengli shipyard and three at the Dalian shipyard in China. The delivery schedule for
the vessels is attractive, with two vessels expected in the second quarter of 2026, four vessels expected in the third quarter of
Frontline Plc - Annual Report and Financial Statements 2025 20
2026, two vessels expected in the fourth quarter of 2026 and the final vessel expected in the second quarter of 2027. The
payment schedule for these acquisitions is weighted towards delivery, with the largest portion of the instalments due upon
delivery of each vessel. The Company intends to finance this acquisition with cash and long-term debt financing. The
acquisition remains subject to certain closing conditions, in line with industry standards.
BUSINESS OVERVIEW
As of December 31, 2025, the Company’s fleet consisted of 80 vessels owned by the Company (41 VLCCs, 21 Suezmax
tankers, 18 LR2/Aframax tankers), with an aggregate capacity of approximately 17.6 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 2024 and 2025.
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.
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
Frontline Plc - Annual Report and Financial Statements 2025 21
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:
• operating a modern and energy-efficient fleet;
• emphasizing operational safety and quality maintenance for all of our vessels and crews;
• 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;
• complying with all current and proposed environmental regulations;
• conducting our business in an honest and ethical manner;
• outsourcing technical management and crewing;
• continuing to achieve competitive operational costs;
• achieving high utilization of our vessels;
• achieving competitive financing arrangements;
• achieving a satisfactory mix of term charters, contracts of affreightment and spot voyages; and
• developing and maintaining relationships with major oil companies and industrial charterers.
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, Romanian, Indian, Filipino, Latvian, and Georgian 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.
Frontline’s business strategy is designed to create sustainable long-term value by balancing the interests of its stakeholders
while managing material environmental, social and governance impacts, risks and opportunities across our operations and value
chain.
A core pillar of this strategy is maintaining a modern, fuel-efficient fleet. Through disciplined fleet renewal and targeted growth
in recent years, we have strengthened our environmental performance and operational efficiency. As of December 31, 2025, all
vessels in the Company's fleet were ECO vessels and 46 were scrubber-fitted vessels. With an average fleet age of 7.5 years,
Frontline operates one of the youngest and most energy-efficient fleets in the industry.
Our continued investment in modern tonnage, combined with the divestment of older vessels and the installation of energy-
saving devices, demonstrates our commitment to improving emissions efficiency. In parallel, we leverage high-frequency vessel
performance data to enable timely, data-driven decision-making. The integration of advanced technologies, including AI-
enabled analytics and digital twin solutions, enhances fuel optimization, operational performance, and emissions management
across the fleet.
Frontline is committed to providing a safe, inclusive and respectful working environment where human rights are upheld and
fair labor practices are embedded throughout our operations. Our motto "Safety first – no compromises" means that the health,
Frontline Plc - Annual Report and Financial Statements 2025 22
safety and well-being of our people is our highest priority, including the thousands of seafarers employed by the ship
management companies with which we partner. We are fully committed to respecting internationally recognized human and
labour rights across our business activities and value chain.
Strong governance underpins our business strategy. Frontline maintains a comprehensive Compliance Program led by the Head
of Compliance to ensure that we conduct business ethically and in accordance with applicable laws and regulations. The
program includes robust policies and procedures tailored to industry-specific risks, annual risk assessments conducted with
external advisors, regular training, third-party audits, internal controls, remediation processes and investigations, as well as
quarterly reporting to the Audit and Risk Committee. This structured approach enables us to proactively identify and address
emerging risks arising from regulatory developments and evolving stakeholder expectations, including those of investors, banks
and customers.
Customers
No customers in the years ended December 31, 2025, 2024 or 2023 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, 2025:
Vessel Built Approximate Dwt. Flag
Type of Employment(1)
VLCCs
Front Duke (5) 2016 299,000 MI Spot market
Front Duchess (5) 2017 299,000 MI Spot market
Front Earl 2017 303,000 MI Spot market
Front Prince (5) 2017 301,000 MI Spot market
Front Empire 2018 303,000 MI Spot market
Front Princess (5) 2018 302,000 MI Spot market
Front Defender 2019 299,000 MI Spot market
Front Discovery 2019 299,000 MI Spot market
Front Dynamic 2020 299,000 MI Spot market
Front Driva 2019 319,000 CY Spot market
Front Nausta (2) 2019 319,000 CY Time charter
Front Alta 2022 300,000 MI Spot market
Front Tweed 2022 300,000 MLT Spot market
Front Tana 2022 300,000 MI Spot market
Front Gaula 2022 300,000 MI Spot market
Front Orkla 2023 300,000 CY Spot market
Frontline Plc - Annual Report and Financial Statements 2025 23
Front Tyne 2023 300,000 MI Spot market
Front Maine 2021 299,600 MI Spot market
Front Vosso (5) 2017 297,400 LIB Spot market
Front Rauma 2016 300,000 MI Spot market
Front Osen 2016 299,000 MI Spot market
Front Hawke (5) 2017 299,000 MI Spot market
Front Cloud 2016 299,400 MI Spot market
Front Neiden 2021 300,200 MI Spot market
Front Flores (5) 2017 298,600 MI Spot market
Front Gander 2023 299,200 MI Spot market
Front Eagle 2020 299,600 LIB Spot market
Front Beaver 2023 299,200 MI Spot market
Front Beauly 2023 300,000 MI Spot market
Front Surna 2016 299,000 LIB Spot market
Front Naver 2021 300,200 MI Spot market
Front Eira (6) 2019 299,600 LIB Spot market
Front Humber 2017 298,800 MI Spot market
Front Morgan 2021 300,200 MI Spot market
Front Clyde 2016 299,300 MI Spot market
Front Forth 2016 299,300 LIB Spot market
Front Spey 2016 299,500 MI Spot market
Front Otra 2016 300,000 MI Spot market
Front Tay 2016 300,000 MI Spot market
Front Dee 2015 300,000 LIB Spot market
Front Vefsna 2017 297,400 LIB Spot market
Suezmax Tankers
Front Ull 2014 157,000 MI Spot market
Front Idun 2015 157,000 MI Spot market
Front Crown 2016 157,000 MI Spot market
Front Challenger 2016 157,000 MI Spot market
Front Classic 2017 157,000 MI Spot market
Front Clipper 2017 157,000 MI Spot market
Front Crystal 2017 157,000 MI Spot market
Front Coral 2017 158,000 MI Spot market
Front Cosmos 2017 158,000 MI Spot market
Front Cascade 2017 157,000 MI Spot market
Front Sparta 2019 157,000 HK Spot market
Front Samara (3) 2019 157,000 MLT Time charter
Front Siena 2019 157,000 HK Spot market
Front Singapore 2019 157,000 HK Spot market
Front Seoul 2019 157,000 HK Spot market
Front Santiago 2019 157,000 HK Spot market
Front Savannah 2019 157,000 HK Spot market
Front Suez 2019 157,000 HK Spot market
Front Shanghai 2019 157,000 HK Spot market
Front Silkeborg 2019 157,000 HK Spot market
Frontline Plc - Annual Report and Financial Statements 2025 24
Front Cruiser 2020 157,000 MI Spot market
LR2/Aframax Tankers
Front Ocelot 2016 110,000 MI Spot market
Front Cheetah 2016 110,000 MI Spot market
Front Lynx 2016 110,000 MI Spot market
Front Cougar 2016 110,000 MI Spot market
Front Leopard 2016 110,000 MI Spot market
Front Jaguar 2016 110,000 MI Spot market
Front Altair 2016 110,000 MI Spot market
Front Antares 2017 110,000 MI Spot market
Front Vega 2017 110,000 MI Spot market
Front Sirius 2017 110,000 MI Spot market
Front Castor 2017 110,000 MI Spot market
Front Pollux 2017 110,000 MI Spot market
Front Capella 2017 110,000 MI Spot market
Front Polaris 2018 110,000 MI Spot market
Front Fusion 2021 110,000 MI Spot market
Front Future 2021 110,000 MI Spot market
Front Favour 2021 110,000 MI Spot market
Front Feature (4) 2021 110,000 MI Time charter
1. Time Charter includes those contracts with initial durations in excess of 12 months.
2. In March 2024, the Company entered into a fixed rate time charter to a third party for a three-year period.
3. In April 2024, the Company entered into a variable rate time charter to a third party for a three-year period.
4. In August 2022, the Company entered into a fixed rate time charter to a third party for a three-year period. In October
2025, the Company extended the time charter for a further 11 months.
5. In January 2026, the Company entered into one-year time charter-out agreements for seven of our VLCCs, built
between 2016 and 2018, at an average rate of $76,900 per day per vessel. The charters for three vessels commenced in
the first quarter of 2026, and the remaining four charters are expected to commence in April 2026.
6. In February 2026, the Company entered into a one-year time charter-out agreement at a rate of $93,500 per day. The
charter commenced in late February 2026.
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.
REVIEW OF DEVELOPMENTS, POSITION AND PERFORMANCE OF THE COMPANY'S BUSINESS
Frontline Plc - Annual Report and Financial Statements 2025 25
Fleet Changes
A summary of the changes in the vessels that we own, lease and charter-in for the years ended December 31, 2025 and 2024 is
summarized in the table below.
2025 2024
VLCCs
At start of period 41 33
Other acquisitions/newbuilding deliveries — 13
Disposal/lease termination — (5)
At end of period 41 41
Suezmax tankers
At start and end of period 22 25
Other acquisitions/newbuilding deliveries — —
Disposal (1) (3)
At end of period 21 22
LR2/Aframax tankers
At start of period 18 18
Disposal — —
At end of period 18 18
Total
At start of period 81 76
Other acquisitions/newbuilding deliveries — 13
Disposal/lease termination (1) (8)
At end of period 80 81
Frontline Plc - Annual Report and Financial Statements 2025 26
Summary of Fleet Employment
As discussed below, our vessels are operated under time charters and voyage charters.
As of December 31,
2025 2024
Number of
vessels
Percentage
of fleet
Number of
vessels
Percentage
of fleet
VLCCs
Spot 40 98 % 40 98 %
Time charter 1 2 % 1 2 %
41 100 % 41 100 %
Suezmax tankers
Spot 20 95 % 21 95 %
Time charter 1 5 % 1 5 %
21 100 % 22 100 %
LR2/Aframax tankers
Spot 17 94 % 14 78 %
Time charter 1 6 % 4 22 %
18 100 % 18 100 %
Total fleet
Spot 77 96 % 75 93 %
Time charter 3 4 % 6 7 %
80 100 % 81 100 %
Market Overview and Trend Information
The statistical data provided in this section has been taken from the 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.
During 2025, global oil consumption averaged approximately 104.1 million barrels per day (“mbpd”), an increase of 1.3 mbpd
compared to 2024 with China being the biggest contributor to demand growth.
Global oil supply increased significantly during 2025, accelerating in the second half of the year and reaching record levels of
108.3 mbpd by the fourth quarter.
Geopolitical developments and intensified sanctions enforcement remained key drivers of tanker market dynamics. Regulatory
measures implemented by the U.S. Office of Foreign Assets Control (“OFAC”), the European Union, and the United Kingdom
expanded the list of sanctioned vessels and entities engaged in Russian and Iranian oil trade. By year-end, approximately one-
fifth of the global crude and product tanker fleet was reported to be sanctioned by at least one major authority.
Following a period of intensified sanction enforcement by the OFAC, the impact is now increasingly evident across tanker
markets, supporting higher utilization and market share for the compliant fleet. Floating storage of sanctioned crude has
increased during the fourth quarter of 2025 as the barrels struggle to find their way to the consumer amidst growing logistical
challenges. US intervention in Venezuela has resulted in more Venezuelan oil being lifted by compliant tonnage, further
reducing employment opportunities for the so-called "shadow fleet". The recently announced US–India trade agreement may
further influence crude trade flows, as closer economic ties are likely to encourage India’s continued diversification away from
Frontline Plc - Annual Report and Financial Statements 2025 27
sanctioned barrels. The second half of the year has seen a marked increase in export volumes, particularly benefiting the
compliant fleet. While demand conditions remain supportive, recent market strength has been driven largely by developments
on the supply side. The allocation of tonnage among market participants has shifted meaningfully, with fewer owners now
controlling a larger share of the global fleet. Coupled with a rapid ageing fleet, we expect these structural supply constraints to
partially offset scheduled newbuilding deliveries, creating a manageable net fleet growth. Together with a constructive crude
demand outlook and anticipation of further replacement of sanctioned volumes transferring to the compliant fleet, we expect the
fundamentals for compliant tankers to remain favorable going forward.
The global tanker fleet continued to age during the year. The average age of the crude tanker fleet reached approximately 14
years, the highest level in more than two decades. A significant portion of the fleet is now above 20 years of age. However, for
a product carrying vessel the 15-year age mark is an equally important benchmark with 31.4% of the LR2 tanker fleet currently
above this threshold.
Russia-Ukraine War
Sanctions and price-cap measures related to the Russia-Ukraine conflict continue to affect global oil flows and tanker markets.
In September 2025, the European Union, United Kingdom, and Canada reduced their crude-oil price cap on Russian exports
from $60 to $47.60 per barrel. Despite this adjustment, enforcement challenges and the use of non-Western or “shadow fleet”
vessels have allowed significant volumes of Russian crude to continue moving to Asia, limiting the overall impact of the
price-cap regime. Russia’s crude exports have shifted decisively away from Europe. According to industry sources, Europe
accounted for 55% of Russian crude exports in 2020 but only 15% in 2024 and 14% in 2025, while Asia and Oceania absorbed
85% of exports in 2024, with China and India taking the vast majority. China imported an average of 1.2 million barrels per day
(bpd) in 2024 and 1.3 million bpd in 2025, while India imported 1.7 million bpd in 2024 and 1.6 million bpd in the first half of
2025. Russia’s redirection of crude flows toward Asia and the increased reliance on non-Western shipping have continued to
reshape global trade patterns, increasing voyage distances, transportation costs, and regulatory complexity for tanker operators.
Israel-Gaza Conflict
Tensions related to the Israel–Gaza conflict continued to elevate maritime risks in the Red Sea during 2025, as Houthi forces
expanded their attacks on commercial vessels in the Bab al-Mandab Strait. In July 2025, the Houthis sank two commercial
ships, and by late 2025 more than 100 attacks had been recorded since 2023, affecting vessels from over 60 countries. These
threats kept many Europe–Asia trades rerouted around the Cape of Good Hope, although Bab al-Mandab transits showed partial
recovery by August 2025, reaching their highest level since early 2024. While the January 19, 2025 ceasefire between Israel
and Hamas offered some relief to regional tensions, it did not meaningfully reduce the ongoing Houthi threat to commercial
shipping.
Israel-Iran Conflict
The hostilities between Israel and Iran in 2025 significantly increased security risks for commercial vessels operating in the
Persian Gulf and the Strait of Hormuz. Following Israeli strikes on Iran in June 2025, shipowners were warned to avoid both
the Red Sea and the Persian Gulf, and many operators rerouted or slowed transits due to fears of missile attacks, sea mines and
other hostile actions. The regional threat level intensified further in March 2026, when the United States jointly conducted
major strikes with Israel on Iranian targets, including operations that destroyed multiple Iranian naval vessels, naval
headquarters and other military infrastructure, prompting Iran to launch large-scale retaliatory missile and drone attacks across
the region. These exchanges included missile strikes that hit commercial tankers and disrupted shipping lanes.
The situation deteriorated further as Iran targeted U.S. bases in the UAE, Bahrain, Qatar, and Jordan, while some Iranian
officials claimed the Strait of Hormuz was closed, triggering widespread industry concern and causing major shipping
companies to suspend or halt bookings through the region. Electronic interference affecting vessel navigation systems spiked
around the Strait of Hormuz, complicating safe passage and heightening operational risk. Although the strait remained
technically open, the U.S.-Iran missile exchanges in March 2026 and the U.S. Navy’s combat operations in the Persian Gulf
created conditions in which shipping agencies assessed the threat level as “significant,” and many shipowners exercised
extreme caution, diverted vessels, or temporarily ceased transits through the area.
Results of Operations
Frontline Plc - Annual Report and Financial Statements 2025 28
Total operating revenues and voyage expenses
Change
(in thousands of $) 2025 2024 $ %
Voyage charter revenues 1,882,782 1,955,035 (72,253) (3.7)
Time charter revenues 72,166 85,073 (12,907) (15.2)
Administrative income 10,156 10,277 (121) (1.2)
Total operating revenues 1,965,104 2,050,385 (85,281) (4.2)
Other income 6,069 112,121 (106,052) (94.6)
Voyage expenses and commissions 753,744 773,434 (19,690) (2.5)
Voyage charter revenues decreased in the year ended December 31, 2025 as compared to the year ended December 31, 2024
primarily due to:
• a decrease of $71.9 million due to the sale of four Suezmax tankers and five VLCCs since January 1, 2024,
• a decrease of $56.3 million due to change in market rates, and
• a decrease of $47.6 million as a result of delivery of one Suezmax tanker, two VLCCs and one LR2/Aframax tanker on
to short-, and long-term charters between January 2024 and December 2025.
These factors were offset by:
• an increase of $58.1 million due to the acquisition of 13 VLCCs from CMB.TECH since January 1, 2024, and
• an increase of $45.6 million due to the redelivery of three LR2/Aframax tankers and three Suezmax tankers from
short-, and long-term time charters to voyage charters between January 2024 and December 2025
Time charter revenues decreased in the year ended December 31, 2025 as compared to the year ended December 31, 2024
primarily due to:
• a decrease of $38.0 million due to the redelivery of three LR2/Aframax tankers and three Suezmax tankers from short-
and long-term time charters to voyage charters between January 2024 and December 2025.
This decrease was offset by:
• an increase of $24.8 million due to the delivery of one Suezmax tanker, two VLCCs and one LR2/Aframax tanker on
to short-, and long-term charters between January 2024 and December 2025.
Voyage expenses and commissions decreased in the year ended December 31, 2025 as compared to the year ended December
31, 2024 primarily due to:
• a decrease of $23.7 million due to the sale of four Suezmax tankers and five VLCCs since January 1, 2024,
• a decrease of $28.8 million due to fluctuations in bunker prices
• a decrease of $18.5 million as a result of delivery of one Suezmax tanker, two VLCCs and one LR2/Aframax tanker on
to short-, and long-term charters between January 2024 and December 2025, and
• a decrease of $4.0 million in commissions as a result of decreased charter rates.
These factors were offset by:
• an increase of $18.2 million due to the acquisition of 13 VLCCs from CMB.TECH since January 1, 2024,
• an increase of $19.4 million due to the redelivery of three LR2/Aframax tankers and three Suezmax tankers from
short-, and long-term time charters to voyage charters between January 2024 and December 2025,
• an increase of $8.6 million due to an increase in port costs, and
• an increase of $9.5 million due to the costs incurred under the EU ETS from January 1, 2024.
Frontline Plc - Annual Report and Financial Statements 2025 29
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, 2025 as compared to the year ended December 31, 2024 was primarily due to:
• a decrease of $0.6 million in technical management fees earned due to a decrease in the number of vessels under
technical management.
Partially offset by:
• an increase in newbuilding supervision fees and commercial management fees of $0.2 million, and
• an increase in miscellaneous recharges of $0.3 million.
Other operating income
Change
(in thousands of $) 2025 2024 $ %
Gain on sale of vessels 5,929 112,079 (106,150) (94.7)
Other gains 140 42 98 233.3
6,069 112,121 (106,052) (94.6)
Gain on sale of vessels
In August 2025, the Company entered into an agreement to sell its oldest Suezmax tanker, built in 2011, for a net sale price of
$36.4 million. The vessel was delivered to the new owner in September 2025. After repayment of existing debt on the vessel,
the transaction generated net cash proceeds of approximately $23.7 million, and the Company recorded a gain of $5.9 million in
the third quarter of 2025.
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
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.
Ship operating expenses
Change
(in thousands of $) 2025 2024 $ %
Ship operating expenses 238,850 232,243 6,607 2.8
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.
Frontline Plc - Annual Report and Financial Statements 2025 30
Ship operating expenses increased in the year ended December 31, 2025 as compared to the year ended December 31, 2024
primarily due to:
• an increase of $4.7 million due to the acquisition of 13 VLCCs from CMB.TECH since January 1, 2024, and
• an increase of $11.0 million in relation to general cost increases across other categories.
These factors were partially offset by:
• a decrease of $9.1 million due to the sale of four Suezmax tankers and five VLCCs since January 1, 2024.
Administrative expenses
Change
(in thousands of $) 2025 2024 $ %
Administrative expenses 51,367 36,086 15,281 42.3
Administrative expenses increased in the year ended December 31, 2025 as compared to the year ended December 31, 2024
primarily due to:
• a $11.3 million increase in share-based payment expense, resulting from the revaluation of the synthetic option
liability based on the increase in quoted share price as at December 31, 2025, and
• a $2.5 million increase in employee and related costs,
Depreciation
Change
(in thousands of $) 2025 2024 $ %
Depreciation 328,460 339,030 (10,570) (3.1)
Depreciation expense decreased in the year ended December 31, 2025 as compared to the year ended December 31, 2024
primarily due to:
• a decrease of $13.8 million due to the sale of four Suezmax tankers and five VLCCs since January 1, 2024.
This factor was offset by:
• an increase of $3.2 million due to the acquisition of 13 VLCCs from CMB.TECH since January 1, 2024.
Finance income
Change
(in thousands of $) 2025 2024 $ %
Interest income 15,690 16,785 (1,095) (6.5)
Foreign currency exchange gain 146 313 (167) (53.4)
15,836 17,098 (1,262) (7.4)
Interest income in the year ended December 31, 2025 and the year ended December 31, 2024 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
Frontline Plc - Annual Report and Financial Statements 2025 31
Change
(in thousands of $) 2025 2024 $ %
Interest expense 231,055 302,324 (71,269) (23.6)
Foreign exchange loss 205 1,023 (818) (80.0)
Loss/(Gain) on interest rate swaps 778 (9,206) 9,984 (108.5)
Other financial expenses 1,196 947 249 26.3
233,234 295,088 (61,854) (21.0)
Finance expense decreased in the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily
due to:
• a decrease of $63.9 million related to the decrease in interest rates on the Company’s floating rate debt,
• a decrease of $4.1 million in amortization of capitalized loan issuance costs and debt extinguishment losses, and
• a decrease of $3.3 million due to the sale of four Suezmax tankers and five VLCCs since January 1, 2024.
These factors are partially offset by:
• an increase of $10.0 million due to changes in gains and losses on our interest rate swaps.
Gain on marketable securities
Change
(in thousands of $) 2025 2024 $ %
Loss on marketable securities (1,600) (3,405) 1,805 (53.0)
In the year ended December 31, 2025, the Company recognized loss on marketable securities of $1.6 million, primarily due to
the loss on securities sold during the year. In the year ended December 31, 2024, the Company recognized loss on marketable
securities of $3.4 million, primarily due to the revaluation of securities held.
Share of results of associated company
Change
(in thousands of $) 2025 2024 $ %
Share of results of associated company 1,059 (599) 1,658 (276.8)
In the year ended December 31, 2025, the Company recognized a share of results of TFG Marine of a $0.1 million profit (2024:
$1.7 million loss).
In the year ended December 31, 2025, the Company recognized a share of results of FMS Holdco Limited of a $1.0 million
profit (2024: $1.1 million profit).
See Note 14 to our audited Consolidated Financial Statements included herein for further details on our equity method
investments.
Dividends received
Change
(in thousands of $) 2025 2024 $ %
Dividends received 4,289 3,535 754 21.3
The increase in dividends received in the year ended December 31, 2025 is due to dividends received from investments in
marketable securities.
Tax
Frontline Plc - Annual Report and Financial Statements 2025 32
Change
(in thousands of $) 2025 2024 $ %
Income tax expense (6,021) (7,671) 1,650 (21.5)
The decrease in income tax expense in the year ended December 31, 2025 as compared to the year ended December 31, 2024 is
due to lower taxable income in Cyprus.
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, 2025 and 2024, we had cash and cash equivalents of $251.3 million and $413.5 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
$89.9 million (2024: $92.6 million,), which represents 59% (2024: 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, 2025 and 2024, no
cash was required to be posted as collateral in relation to our interest rate swaps.
As of December 31, 2025, the Company has agreed to provide a guarantee under a bunker supply arrangement with TFG
Marine, a related party. 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, 2025.
As of December 31, 2025, there are no remaining vessels in the Company’s newbuilding program and there are no remaining
newbuilding commitments.
In December 2025, the Company entered into agreements to sell eight of our oldest first-generation ECO VLCCs, built between
2015 and 2016 to an unrelated third party, for a total sales price of $831.5 million. The vessels were delivered to the new owner
during the first quarter of 2026. After commissions and repayment of existing debt on the vessels, the transaction is expected to
generate net cash proceeds of approximately $477.2 million and the Company expects to record a gain in the first quarter of
2026 of approximately $212.0 million.
In January 2026, the Company announced that it had entered into agreements to acquire nine latest generation scrubber-fitted
ECO VLCC newbuildings from affiliates of Hemen, for an aggregate purchase price of $1,224.0 million. Of these nine vessels,
six are currently under construction at the Hengli shipyard and three at the Dalian shipyard in China. The delivery schedule for
the vessels is attractive, with two vessels expected in the second quarter of 2026, four vessels expected in the third quarter of
Frontline Plc - Annual Report and Financial Statements 2025 33
2026, two vessels expected in the fourth quarter of 2026 and the final vessel expected in the second quarter of 2027. The
payment schedule for these acquisitions is weighted towards delivery, with the largest portion of the instalments due upon
delivery of each vessel. The Company intends to finance this acquisition with cash and long-term debt financing. The
acquisition remains subject to certain closing conditions, in line with industry standards.
In January 2026, the Company prepaid a further $31.3 million under its reducing revolving credit facilities. In January 2026, the
Company drew down $151.6 million to finance the initial installments due in relation to the nine newbuildings to be acquired
from Hemen and subsequently repaid this amount in early February 2026. As of March 27, 2026, $473.1 million remains
available and undrawn under our reducing revolving credit facilities.
In January 2026, the Company entered into one year time charter-out agreements for seven of our VLCCs, built between 2016
and 2018, at an average rate of $76,900 per day per vessel. The charters for three vessels commenced in the first quarter of
2026, and the remaining four charters are expected to commence in April 2026.
In February 2026, the Company entered into one-year time charter-out agreement for one of our VLCCs, built in 2019, at a rate
of $93,500 per day per vessel. The charter is expected to commence in late February.
In February 2026, the Board of Directors declared a dividend of $1.03 per share for the fourth quarter of 2025. The record date
for the dividend was March 12, 2026, the ex-dividend date was March 12, 2026, for shares listed on the New York Stock
Exchange and March 11, 2026, for shares listed on the Oslo Stock Exchange, and the dividend was paid on March 19, 2026.
We believe that cash on hand, working capital 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.
(in thousands of $) 2025 2024
Net cash provided by operating activities 682,460 736,412
Net cash provided by (used in) investing activities 24,979 (483,398)
Net cash used in financing activities (869,624) (147,804)
Net change in cash and cash equivalents (162,185) 105,210
Cash and cash equivalents at beginning of year 413,532 308,322
Cash and cash equivalents at end of year 251,347 413,532
Net cash provided by operating activities
Net cash provided by operating activities decreased by $54.0 million in the year ended December 31, 2025 as compared to the
year ended December 31, 2024.
Net cash provided by operating activities was primarily impacted by: (i) overall market conditions as reflected by TCE rates,
including whether our vessels were operated under time charters or voyage charters, (ii) the size and composition of our fleet
that we own, lease and charter-in, and (iii) changes in operating assets and liabilities.
i. 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.
Frontline Plc - Annual Report and Financial Statements 2025 34
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 2025, average market quoted TCE rates showed a small
increase for VLCCs, however decreased for Suezmax tankers and LR2 product tankers as compared to 2024, see “Item
5. Operating Financial Review and Prospects - A. Operating Results”. The net decrease in average quoted market rates
led to a $56.0 million decrease in cash provided by operating activities for the year ended December 31, 2025. In
addition, a net decrease in voyage expenses, primarily due to the fluctuation in bunker prices and lower commissions
and port costs, also a component of TCE, in 2025 compared to 2024, resulting in a $17.1 million increase in cash
provided by operating activities. Changes in the mix of vessels operating in the spot market versus short-, and long-
term charters between January 2024 and December 2025 resulted a $16.3 million decrease in cash provided by
operating activities.
ii. 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 “Item 5. Operating
Financial Review and Prospects - A. Operating Results”. Changes in the size and composition of our fleet resulted in a
net decrease in cash provided by operating activities of $0.7 million. The decrease is primarily due to the sale of four
Suezmax tankers and five VLCCs, offset by the acquisition of 13 VLCCs from CMB.TECH between January 1, 2024
and December 31, 2025. These changes led to a decrease of $13.9 million in cash received from revenues. The
aforementioned decrease was partially offset by the decrease in cash paid for voyage expenses, ship operating
expenses and interest expense of $13.1 million.
iii. Changes in operating assets and liabilities resulted in a decrease in cash provided by operating activities of $27.8
million. The movement in working capital balances are impacted by the timing of voyages, and also by the timing of
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:
• a decrease of $10.4 million due to lower interest received due to lower cash balances and lower interest rates,
• a decrease of $9.9 million due to higher ship operating expenses,
• a decrease of $8.1 million in relation to the settlement of synthetic share options,
• an increase of $55.2 million due to a decrease in interest expense and debt issuance costs primarily as a result of
repayments on the Company’s fixed and floating rate facilities, and
• an increase of $4.5 million in dividends received.
Net cash provided by investing activities
Net cash provided by investing activities of $25.0 million in 2025 comprised mainly of:
• $37.2 million proceeds from the sale of one Suezmax tanker, and
• $0.4 million proceeds from sale of marketable securities.
This was offset by:
• additions to vessels and equipment of $12.5 million, consisting of $8.0 million capitalized dry docking costs and $4.5
million paid for various vessel upgrades.
Net cash used in investing activities of $483.4 million in 2024 comprised mainly of:
• additions to 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.
This was offset by:
• $431.9 million proceeds from the sale of five VLCCs and three Suezmax tankers.
Net cash used in financing activities
Frontline Plc - Annual Report and Financial Statements 2025 35
Net cash used by financing activities in 2025 of $869.6 million was primarily due to:
• debt repayments of $2,095.9 million,
• cash dividends paid of $207.0 million, and
• lease repayments of $0.4 million.
These items were partially offset by:
• debt drawdowns of $1,433.7 million.
Net cash used by financing activities in 2024 of $147.8 million was primarily due to:
• debt repayments of $1,880.1 million,
• cash dividends of $434.1 million paid, and
• lease repayments of $0.9 million.
These items were partially offset by:
• debt drawdowns of $2,167.3 million.
FINANCIAL RESULTS
The Company's profit after tax was $379.1 million for the year ended December 31, 2025 compared to a profit after tax of
$495.6 million for the year ended December 31, 2024. The total assets of the Company as of December 31, 2025 were $5,753.6
million and the net assets were $2,510.9 million, compared to $6,220.8 million and $2,340.2 million, respectively, as of
December 31, 2024.
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, operations, compliance, cyber
security and ESG factors 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. Global and
political conflicts continue to disrupt energy production and trade patterns, and their 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:
• the supply of and demand for oil and oil products;
• the supply of and demand for alternative energy sources and from other shipping companies and other modes of
transport;
Frontline Plc - Annual Report and Financial Statements 2025 36
• global and regional economic and political conditions, including “trade wars” and developments in international trade,
international sanctions, embargoes, import and export restrictions, nationalizations, the imposition of tariffs and port
fees, national oil reserves policies, refinery additions and closures, and fluctuations in industrial production;
• national policies regarding strategic oil inventories (including if strategic reserves are set at a lower level in the future
as oil decreases in the energy mix);
• regional availability of refining capacity and inventories compared to geographies of oil production regions;
• changes in seaborne and other transportation patterns, including changes in the distances over which tanker cargoes are
transported by sea;
• 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;
• currency exchange rates, most importantly versus USD;
• weather, acts of God and natural disasters;
• piracy, terrorist activities, vessel attacks, wars or other armed conflicts, and other international hostilities;
• any restrictions on crude oil production imposed by the Organization of the Petroleum Exporting Countries (“OPEC”),
and non-OPEC oil producing countries;
• 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
• diseases and viruses, affecting livestock and humans, including pandemics.
The factors that influence the supply of tanker capacity include:
• current and expected purchase orders for tankers;
• the number and size of newbuilding orders and deliveries, as may be impacted by the availability of financing for new
vessels and shipping activity;
• the number of shipyards and ability of shipyards to deliver vessels;
• any potential delays in the delivery of newbuilding vessels and/or cancellations of newbuilding orders;
• availability of financing for new vessels and shipping activity;
• recycling and scrapping rates, influenced by vessel age, emission compliance costs and second-hand market liquidity;
• the number of vessel casualties;
• technological advances in tanker design and capacity, propulsion technology and fuel consumption efficiency;
• tanker freight rates, which are affected by factors that may affect the rate of newbuilding, swapping and laying up of
tankers;
• the price of steel and vessel equipment;
• the number of conversions of tankers to other uses or conversions of other vessels to tankers;
• 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;
• business disruptions, including supply chain disruptions, port and canal congestion and the imposition of tariffs;
• government and industry regulations of maritime transportation practices, particularly environmental protection laws
and regulations that may limit the useful lives of vessels, including ballast water management, low sulfur fuel
consumption regulations, and reductions in CO2 emissions;
• changes in national or international regulations that may effectively cause reductions in the carrying capacity of
vessels or obsolescence of tonnage, including the impact of sanctions;
• environmental concerns and uncertainty around new regulations in relation to, amongst others, new technologies
which may delay the ordering of new vessels; and
• government subsidies of shipbuilding.
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
Frontline Plc - Annual Report and Financial Statements 2025 37
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 2025 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.
Operational risks
The operation of an ocean-going vessel carries inherent risks. These risks include the possibility of:
• loss of life or harm to seafarers;
• a marine accident or disaster, bad weather and other acts of God;
• environmental accidents and pollution, oil spills and toxic gas releases;
• cargo and property losses or damage;
• business interruptions caused by mechanical failure, grounding, fire, explosions and collisions, unexpected tank
corrosion and human error; and
• 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.
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, 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.
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.
Compliance with applicable 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.
Frontline Plc - Annual Report and Financial Statements 2025 38
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 or delayed, 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.
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.
Additionally, our returns are impacted by the use of scrubbers, which allow us to consume high-sulfur fuel oil ("HSFO") under
certain circumstances, as it is typically cheaper than very low sulfur fuel oil ("VLSFO"). However, if the price differential
(spread) between VLSFO and HSFO narrows, the financial benefit of using scrubbers may decline, affecting our overall
returns. As a result, an increase in the price of fuel may adversely affect our profitability.
In addition, 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
Frontline Plc - Annual Report and Financial Statements 2025 39
by the persons or entities designated in such lists are also subject to sanctions. The U.S., United Kingdom, and European Union
have enacted new and more aggressive 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., United
Kingdom and European Union have increased their 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, United Kingdom, European Union 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., European Union 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 2025,
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, vessel detentions or blacklisting 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 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 are 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. 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.
Frontline Plc - Annual Report and Financial Statements 2025 40
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, 2025, the
Company completed the purchase and installation of scrubbers on two vessels for a total cost of $4.5 million. As of December
31, 2025, 46 of our vessels are fitted with scrubbers.
We may operate in a number of countries worldwide, 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 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
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 21 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, propulsion failure, ransom demands and
business interruption and regulatory consequences.
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
Frontline Plc - Annual Report and Financial Statements 2025 41
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.
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.
Finally, there continues to be significant evolution and developments in the use of artificial intelligence technologies, including
generative artificial intelligence. We cannot, at this time, fully determine the impact of such evolving technology on our
industry or business.
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.
Frontline Plc - Annual Report and Financial Statements 2025 42
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.
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, 2025, the Company’s outstanding debt which was at variable interest rates, net of the amount subject to
interest rate swap agreements, was $2,691.9 million. Based on this, a one percentage point increase in annual SOFR interest
rates would increase its annual interest expense by approximately $26.9 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. The aggregate fair value of these swaps at December 31, 2025 was an asset
of $9.0 million (2024: $24.4 million) and a liability of nil (2024: 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
Frontline Plc - Annual Report and Financial Statements 2025 43
of future cash flows. The Company recorded a loss on these interest rate swaps of $0.8 million in 2025 (2024: gain of $9.2
million).
DIVIDENDS
In February 2026, we declared a dividend of $1.03 per share for the fourth quarter of 2025. In November 2025, we declared a
dividend of $0.19 for the third quarter of 2025. In August 2025, we declared a dividend of $0.36 for the second quarter of 2025.
in May 2025, we declared a dividend of $0.18 for the first quarter of 2025. 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. 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 2025.
SHARE CAPITAL AND PREMIUM
Authorized capitalization
The authorized share capital of the Company as of December 31, 2025 is $600,000,000 (2024: $600,000,000) divided into
600,000,000 shares (2024: 600,000,000) of $1.00 nominal value each, of which 222,622,889 shares (December 31, 2024:
222,622,889 shares) of $1.00 nominal value each are in issue and fully paid.
Reconciliation of the Number of Ordinary Shares Outstanding through December 31, 2025
Shares outstanding at December 31, 2023, 2024 and 2025 222,622,889
BOARD OF DIRECTORS
The members of the Board of Directors as of December 31, 2025 and at the date of this report, as well as changes in the
composition are shown on page 3. See the Corporate Governance and Renumeration 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 March 27, 2026, the beneficial interests of our directors and officers in our ordinary shares were as follows:
Director or Officer
Ordinary
shares
of $1.00 each
Percentage of
ordinary shares
outstanding
Ola Lorentzon 21,000 Less than 1%
John Fredriksen 198,000 Less than 1%
James O’Shaughnessy
— —
Cato Stonex — —
Maria Papakokkinou
— —
Richard C. Prince — —
Mikkel Storm Weum 325 Less than 1%
Lars H. Barstad
— —
Inger M. Klemp 300,000
Less than 1%
EVENTS AFTER THE BALANCE SHEET DATE
Frontline Plc - Annual Report and Financial Statements 2025 44
See Note 23 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 8,
2025.
On behalf of the Board of Directors of Frontline Plc
Frontline Plc - Annual Report and Financial Statements 2025 45
Frontline plc
Consolidated Statements of Profit or Loss for the years ended December 31, 2025, 2024 and 2023
(in thousands of $, except per share amounts)
Note 2025 2024 2023
Revenues and other operating income
Revenues 4 1,965,104 2,050,385 1,802,184
Other operating income 4 6,069 112,121 24,080
Total revenues and other operating income 1,971,173 2,162,506 1,826,264
Operating expenses
Voyage expenses and commissions 5 753,744 773,434 618,595
Ship operating expenses 5 238,850 232,243 176,533
Administrative expenses 5 51,367 36,086 53,528
Depreciation 12 328,460 339,030 230,942
Total operating expenses 1,372,421 1,380,793 1,079,598
Net operating income 598,752 781,713 746,666
Other income (expenses)
Finance income 6 15,836 17,098 18,065
Finance expense 6 (233,234 ) (295,088 ) (171,336 )
Gain (loss) on marketable securities 9 (1,600 ) (3,405 ) 22,989
Share of results of associated companies 14 1,059 (599 ) 3,383
Dividends received 9 4,289 3,535 36,852
Net other expenses (213,650 ) (278,459 ) (90,047 )
Profit before income taxes 385,102 503,254 656,619
Income tax expense 7 (6,021 ) (7,671 ) (205 )
Profit for the period 379,081 495,583 656,414
Basic and diluted earnings per share 8 1.70 2.23 2.95
See accompanying Notes that are an integral part of these Consolidated Financial Statements.
Frontline Plc - Annual Report and Financial Statements 2025 46
Frontline plc
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023
(in thousands of $)
Note 2025 2024 2023
Comprehensive income
Profit for the period
Items that may be reclassified to profit or loss:
Foreign currency translation gain (loss)
(1,345 )
Other comprehensive income (loss) (1,345 ) 1,367 (39 )
Comprehensive income 377,736 496,950 656,375
See accompanying Notes that are an integral part of these Consolidated Financial Statements.
Frontline Plc - Annual Report and Financial Statements 2025 47
Frontline plc
Consolidated Statements of Financial Position as of December 31, 2025 and 2024
(in thousands of $)
Note
December 31,
2025
December 31,
2024
ASSETS
Current Assets
Cash and cash equivalents 251,347 413,532
Marketable securities 9 2,067 4,027
Trade and other receivables 10 133,997 128,943
Related party receivables 20 13,091 8,532
Inventories 5 120,067 136,997
Voyages in progress 4 141,099 100,225
Prepaid expenses and accrued income 22,431 14,457
Derivative instruments 17 295 1,997
Other current assets 4 22,858 17,303
Total current assets 707,252 826,013
Non-current assets
Vessels and equipment 12 4,911,996 5,246,697
Right-of-use assets — 1,435
Goodwill 13 112,452 112,452
Derivative instruments 17 8,730 22,422
Investment in associated companies 14 8,791 11,788
Other non-current assets 4,406 —
Total assets 5,753,627 6,220,807
LIABILITIES AND EQUITY
Current liabilities
Short-term debt and current portion of long-term debt 16 320,520 460,318
Current portion of obligations under leases — 1,153
Related party payables 20 31,064 35,370
Trade and other payables 15 143,122 98,812
Total current liabilities 494,706 595,653
Non-current liabilities
Long-term debt 16 2,747,225 3,284,070
Obligations under leases — 451
Other non-current payables 15 818 452
Total liabilities 3,242,749 3,880,626
Equity
Share capital 18 222,623 222,623
Additional paid in capital 604,687 604,687
Contributed surplus 1,004,094 1,004,094
Accumulated other reserves 437 1,782
Retained earnings 679,509 507,467
Total equity attributable to the shareholders of the Company 2,511,350 2,340,653
Non-controlling interest (472 ) (472 )
Total equity 2,510,878 2,340,181
Total liabilities and equity 5,753,627 6,220,807
Frontline Plc - Annual Report and Financial Statements 2025 48
See accompanying Notes that are an integral part of these Consolidated Financial Statements.
On March 27, 2026, the Board of Directors of Frontline Plc authorized these consolidated financial statements for issue.
Frontline Plc - Annual Report and Financial Statements 2025 49
Frontline plc
(in thousands of $)
Note 2025 2024 2023
Profit for the period 379,081 495,583 656,414
Adjustments to reconcile profit for the period to net cash
provided by operating activities:
Net finance expense 6 217,398 277,990 153,271
Depreciation 12 328,460 339,030 230,942
Gain on sale of vessels 4 (5,929 ) (112,079 ) (21,959 )
(Gain) loss on marketable securities 9 1,600 3,405 (22,989 )
Share of results of associated companies 14 (1,059 ) 599 (3,383 )
Stock option expense 19 5,560 (2,187 ) 10,719
Dividends received from associated companies 14 4,482 — 7,298
Other, net (124 ) 1,480 182
Changes in operating assets and liabilities:
Trade and other receivables 10 (5,054 ) (2,797 ) 14,818
Inventories 5 16,893 (2,319 ) (28,249 )
Voyages in progress 4 (40,874 ) 9,837 576
Prepaid expenses and accrued income (7,974 ) 1,296 (1,498 )
Other current assets 4 (5,551 ) (10,054 ) (1,968 )
Trade and other payables 15 21,360 3,397 (2,694 )
Related party balances 20 (8,865 ) (1,589 ) 10,666
Other (1,430 ) (1,511 ) (163 )
Interest paid 6 (229,783 ) (274,691 ) (165,193 )
Debt issuance costs paid (16,037 ) (29,666 ) (20,020 )
Interest received 6 30,306 40,688 39,411
Net cash provided by operating activities 682,460 736,412 856,181
Investing activities
Additions to newbuildings, vessels and equipment 11, 12 (12,531 ) (915,248 ) (1,631,423 )
Proceeds from sale of vessels 4 37,150 431,850 142,740
Cash inflow on repayment of loan to associated companies 14 — — 1,388
Proceeds from sale of marketable securities 9 360 — 251,839
Net cash provided by (used in) investing activities 24,979 (483,398 ) (1,235,456 )
Financing activities
Proceeds from issuance of debt 16 1,433,715 2,167,296 1,609,449
Repayment of debt 16 (2,095,888 ) (1,880,055 ) (536,587 )
Repayment of obligations under leases (412 ) (930 ) (862 )
Cash dividends paid 8 (207,039 ) (434,115 ) (638,928 )
Net cash provided by (used in) financing activities (869,624 ) (147,804 ) 433,072
Net change in cash and cash equivalents (162,185 ) 105,210 53,797
Cash and cash equivalents at the beginning of the year 413,532 308,322 254,525
Cash and cash equivalents at the end of the year 251,347 413,532 308,322
Supplemental disclosure of cash flow information:
Income taxes paid 7 2,735 4,531 122
Frontline Plc - Annual Report and Financial Statements 2025 50
See accompanying Notes that are an integral part of these Consolidated Financial Statements.
Frontline Plc - Annual Report and Financial Statements 2025 51
Frontline plc
Consolidated Statements of Changes in Equity for the years ended December 31, 2025, 2024 and 2023
(in thousands of $, except number of shares)
Note 2025 2024 2023
Number of shares outstanding
Balance at the beginning and the end of the year 222,622,889 222,622,889 222,622,889
Share capital
Balance at the beginning and the end of the year 222,623 222,623 222,623
Additional paid in capital
Balance at the beginning and the end of the year 604,687 604,687 604,687
Contributed surplus
Balance at the beginning and the end of the year 1,004,094 1,004,094 1,004,094
Accumulated other reserves
Balance at the beginning of the year 1,782 415 454
Other comprehensive income (loss) (1,345 ) 1,367 (39 )
Balance at the end of the year 437 1,782 415
Retained earnings
Balance at the beginning of the year 507,467 445,999 428,513
Profit for the period 379,081 495,583 656,414
Cash dividends paid 8 (207,039 ) (434,115 ) (638,928 )
Balance at the end of the year 679,509 507,467 445,999
Total equity attributable to the shareholders of the Company 2,511,350 2,340,653 2,277,818
Non-controlling interest
Balance at the beginning and the end of the year (472 ) (472 ) (472 )
Total equity 2,510,878 2,340,181 2,277,346
See accompanying Notes that are an integral part of these Consolidated Financial Statements
Frontline Plc - Annual Report and Financial Statements 2025 52
Frontline plc
Frontline Plc - Annual Report and Financial Statements 2025 53
Frontline Plc - Annual Report and Financial Statements 2025 54
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Index to parent company Financial Statements of Frontline plc
Statements of Profit or Loss for the years ended December 31, 2025, 2024 and 2023 92
Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 93
Statements of Financial Position as of December 31, 2025 and 2024 94
Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 95
Statements of Changes in Equity for the years ended December 31, 2025, 2024 and 2023 96
Notes to Financial Statements 97
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Frontline plc
Parent company financial statements and notes
Statements of Profit or Loss for the years ended December 31, 2025, 2024 and 2023
(in thousands of $)
Note 2025 2024 2023
Share of profit from subsidiaries accounted for using the
equity method 8 385,071 525,529 622,364
Dividends received 6 3,862 3,535 36,852
388,933 529,064 659,216
Operating expenses
Administrative expenses 3 8,517 6,575 14,005
Total operating expenses 8,517 6,575 14,005
Net operating income 380,416 522,489 645,211
Other income (expenses)
Net finance income (expense) 4 211 (24,052) (10,799)
Gain (loss) on marketable securities 6 (882) (2,551) 22,002
Net other income (expenses) (671) (26,603) 11,203
Profit before income taxes 379,745 495,886 656,414
Income tax expense 5 (664) (303) —
Profit for the period 379,081 495,583 656,414
See accompanying Notes that are an integral part of these Financial Statements.
Frontline Plc - Annual Report and Financial Statements 2025 92
Frontline plc
Parent company financial statements and notes
Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023
(in thousands of $)
Note 2025 2024 2023
Comprehensive income
Profit for the period
379,081
495,583 656,414
Items that may be reclassified to profit or loss:
Foreign currency translation gain (loss)
(1,345)
1,367 (39)
Other comprehensive income (loss) (1,345) 1,367 (39)
Comprehensive income 377,736 496,950 656,375
See accompanying Notes that are an integral part of these Financial Statements.
Frontline Plc - Annual Report and Financial Statements 2025 93
Frontline plc
Parent company financial statements and notes
Statements of Financial Position as of December 31, 2025 and 2024
(in thousands of $)
Note
December 31,
2025
December 31,
2024
ASSETS
Current Assets
Cash and cash equivalents 6,116 5,501
Marketable securities 6 1,973 3,123
Trade and other receivables 7 373 404
Total current assets 8,462 9,028
Non-current assets
Investments in subsidiaries 8 2,509,658 2,337,855
Total assets 2,518,120 2,346,883
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables 9 6,495 5,955
Total current liabilities 6,495 5,955
Non-current liabilities
Other non-current payables 9 275 275
Total liabilities 6,770 6,230
Equity
Share capital 12 222,623 222,623
Additional paid in capital 604,687 604,687
Contributed surplus 1,004,094 1,004,094
Accumulated other reserves 437 1,782
Retained earnings 679,509 507,467
Total equity 2,511,350 2,340,653
Total liabilities and equity 2,518,120 2,346,883
See accompanying Notes that are an integral part of these Financial Statements.
On March 27, 2026, the Board of Directors of Frontline Plc authorized these parent company financial statements for issue.
Frontline Plc - Annual Report and Financial Statements 2025 94
Frontline plc
Parent company financial statements and notes
Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
(in thousands of $)
Note 2025 2024 2023
Profit for the period 379,081 495,583 656,414
Adjustments to reconcile profit for the period to net cash provided
by operating activities:
Net finance (income) expense 4 (211) 24,052 10,799
Share of results from subsidiaries 8 (385,071) (525,529) (622,364)
(Gain) loss on marketable securities 6 882 2,551 (22,002)
Other, net (65) (1,334) 1,738
Changes in operating assets and liabilities:
Trade and other receivables 7 32 118 46
Trade and other payables 9 539 (1,712) (1,928)
Distributions received from subsidiaries 8 211,923 938,974 752,958
Interest paid 4 — (25,043) (10,933)
Debt issuance costs paid — (1,105) —
Interest received 4 276 237 751
Net cash provided by operating activities 207,386 906,792 765,479
Investing activities
Contributions paid to subsidiaries 8 — (81,200) (556,309)
Proceeds from sale of marketable securities 6 268 — 251,839
Net cash provided by (used in) investing activities 268 (81,200) (304,470)
Financing activities
Proceeds from issuance of debt 10 — 60,000 334,700
Repayment of debt 10 — (470,000) (134,400)
Cash dividends paid 12 (207,039) (434,115) (638,928)
Net cash used in financing activities (207,039) (844,115) (438,628)
Net change in cash and cash equivalents 615 (18,523) 22,381
Cash and cash equivalents at beginning of year 5,501 24,024 1,643
Cash and cash equivalents at end of year 6,116 5,501 24,024
Supplemental disclosure of cash flow information:
Income taxes paid 5 — — —
See accompanying Notes that are an integral part of these Financial Statements
Frontline Plc - Annual Report and Financial Statements 2025 95
Frontline plc
Parent company financial statements and notes
Statements of Changes in Equity for the years ended December 31, 2025, 2024 and 2023
(in thousands of $, except number of shares)
Note 2025 2024 2023
Number of shares outstanding
Balance at the beginning and the end of the year 222,622,889 222,622,889 222,622,889
Share capital
Balance at the beginning and the end of the year 222,623 222,623 222,623
Additional paid in capital
Balance at the beginning and the end of the year 604,687 604,687 604,687
Contributed surplus
Balance at the beginning and the end of year 1,004,094 1,004,094 1,004,094
Accumulated other reserves
Balance at the beginning of the year 1,782 415 454
Other comprehensive income (loss) (1,345) 1,367 (39)
Balance at the end of the year 437 1,782 415
Retained earnings
Balance at the beginning of the year 507,467 445,999 428,513
Profit for the period 379,081 495,583 656,414
Cash dividends 12 (207,039) (434,115) (638,928)
Balance at the end of the year 679,509 507,467 445,999
Total equity 2,511,350 2,340,653 2,277,818
See accompanying Notes that are an integral part of these Financial Statements.
Frontline Plc - Annual Report and Financial Statements 2025 96
Frontline plc
Parent company financial statements and notes
Notes to Financial Statements
1. GENERAL INFORMATION
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 Company’s ordinary shares are listed on the NYSE and OSE under the symbol "FRO".
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 involved in the charter, purchase and sale of vessels.
2. MATERIAL ACCOUNTING POLICY INFORMATION
1. Basis of presentation
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 March 27, 2026, and authorized for issue.
2. Subsidiaries
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.
3. EXPENSES
Administrative expenses
Frontline Plc - Annual Report and Financial Statements 2025 97
(in thousands of $) 2025 2024 2023
Directors' fees 520 511 511
Stock compensation expense 1,258 396 3,016
Office and administrative expenses 1,688 1,786 3,412
Audit, legal and consultancy 5,051 3,882 7,066
8,517 6,575 14,005
Frontline plc had no employees in the years ended December 31, 2025, 2024 and 2023. No pensions were paid to directors or
past directors. Stock compensation expense $1.3 million related to directors (2024: $0.4 million, 2023: $3.0 million) see Note
13 and Note 14.
Fees paid or payable for audit and related services:
(in thousands of $) 2025 2024 2023
Audit of annual financial statements:
Statutory auditor 158 135 141
Other PwC Network firms 1,133 1,032 1,333
Services provided by Other PwC Network firms:
Other non assurance services — — 15
Total 1,291 1,167 1,489
4. NET FINANCE EXPENSE
(in thousands of $) 2025 2024 2023
Interest income 276 237 751
Foreign exchange gains — — 450
Finance income 276 237 1,201
Interest expense on financial liabilities measured at amortized cost — 24,051 11,945
Foreign exchange losses 54 227 —
Other financial expenses 11 11 55
Finance expense 65 24,289 12,000
Net finance income (expense) 211 (24,052) (10,799)
5. 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, taxable income up to and including the year ended December 31, 2025, shall be
taxed at the rate of 12.5%.
Effective January 1, 2026, the Republic of Cyprus enacted comprehensive tax reform legislation, which increased the standard
corporate income tax rate from 12.5% to 15% to align with the OECD Pillar Two global minimum tax framework.
Frontline Plc - Annual Report and Financial Statements 2025 98
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 and is included in Share of net
profit/(loss) from subsidiaries accounted for using the equity method in the Statements of Profit or Loss.
On December 12, 2024, the Cyprus House of Representatives voted the Safeguarding of a Global Minimum Level of Taxation
of Multinational Enterprise Groups and Large-Scale Domestic Groups in the Union Law of 2023 (the "Law") into domestic law.
The Law transposes into Cyprus national law the relevant EU Directive issued on December 14, 2022 under which the EU
member states agreed to implement the OECD’s Pillar Two global corporate minimum tax rate of 15% on companies with
revenues of at least €750 million effective from 2024. This new law does not amend the Cyprus Income Tax (“CIT”) legislation
but, rather, introduces an additional set of tax rules to be applied alongside the application of CIT and other relevant taxes for
MNEs in scope.
As part of the OECD’s Pillar II global tax framework, certain qualifying shipping income may benefit from a Shipping Income
Exclusion (“SIE”), and therefore be excluded from the Global Anti-Base Erosion ("GloBE") income and the calculation of any
top-up taxes under the framework. It is expected that the SIE will mitigate incremental tax expense otherwise arising under the
GloBE regime and preserve competitive tax treatment for qualifying maritime operations, however, actual outcomes may differ
due to final regulatory guidance and interpretations. The Company continues to monitor developments and will adjust estimates
as necessary to reflect changes in legislation, interpretations, or operational circumstances.
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 Domestic Minimum Top Up Tax (“DMTT”) which is 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.
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, 2025, 2024 and 2023, 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 the year ended December 31,
2025 (2024: nil, 2023: nil).
6. MARKETABLE SECURITIES
Marketable securities held by Frontline plc are listed equity securities. In the year ended December 31, 2025 Frontline plc
received dividends of $1.4 million (2024: $3.5 million, 2023: $36.9 million) from its investments in marketable securities.
Movements in marketable securities for the years ended December 31, 2025, 2024 and 2023 are as follows:
Frontline Plc - Annual Report and Financial Statements 2025 99
(in thousands of $) 2025 2024 2023
Balance at the beginning of the year 3,123 5,674 235,511
Proceeds from sale of marketable securities (268) — (251,839)
Gain (loss) on marketable securities sold during the year (713) — 18,994
Unrealized gain (loss) on marketable securities held at end of the year (169) (2,551) 3,008
Balance at the end of the year 1,973 3,123 5,674
CMB.TECH
As of December 31, 2022, the Company held 13,664,613 shares in CMB.TECH.
On October 9, 2023, Frontline and Famatown Finance Limited, a company related to Hemen Holding Limited ("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, the Company recognized a gain on marketable securities in relation to the CMB.TECH
shares of $19.0 million.
7. TRADE AND OTHER RECEIVABLES
(in thousands of $)
December 31,
2025
December 31,
2024
Prepaid expenses 316 348
Related party and affiliated company receivables 6 5
Other receivables 51 51
373 404
Other receivables are presented net of allowances for doubtful accounts amounting to nil as of December 31, 2025 (2024: nil).
8. INVESTMENTS IN SUBSIDIARIES
A summary of the movements in investments in subsidiaries for the years ended December 31, 2025, 2024 and 2023 is
presented in the table below:
(in thousands of $) 2025 2024 2023
Balance at the beginning of the year 2,337,855 2,668,733 2,244,345
Profit from subsidiaries 385,071 525,529 622,325
Distributions received from subsidiaries (211,923) (938,974) (752,958)
Contributions paid to subsidiaries — 81,200 556,309
Other, net (1,345) 1,367 (1,288)
Balance at the end of the year 2,509,658 2,337,855 2,668,733
See Note 22 Group Entities in the Consolidated Financial Statements for a table with Frontline plc's subsidiaries for the years
ended December 31, 2025 and 2024.
9. TRADE AND OTHER PAYABLES
Frontline Plc - Annual Report and Financial Statements 2025 100
(in thousands of $)
December 31,
2025
December 31,
2024
Trade payables 1,042 402
Accrued administrative expenses 1,352 1,530
Other 4,101 4,023
Total trade and other payables 6,495 5,955
Other 275 275
Total other non-current payables 275 275
10. INTEREST BEARING LOANS AND BORROWINGS
Proceeds and repayments of debt in the year ended December 31, 2024 are summarized as follows:
(in thousands of $)
December 31,
2023 Proceeds Repayments Other
December 31,
2024
Total U.S. dollar denominated floating rate debt 235,255 60,000 (295,000) (255) —
Total U.S. dollar denominated fixed rate debt 176,837 — (175,000) (1,837) —
Total debt 412,092 60,000 (470,000) (2,092) —
Proceeds and repayments of debt in the year ended December 31, 2023 are summarized as follows:
(in thousands of $)
January 1,
2023 Proceeds Repayments Other
December 31,
2023
Total U.S. dollar denominated floating rate debt — 235,000 — 255 235,255
Total U.S. dollar denominated fixed rate debt 211,884 99,700 (134,400) (347) 176,837
Total debt 211,884 334,700 (134,400) (92) 412,092
$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. 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
remained available and undrawn as of December 31, 2025 and December 31, 2024. The availability of the facility expired in
January 2026.
$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 after this date.
Frontline plc paid nil commitment fees in the year ended December 31, 2025 (2024: $1.1 million, 2023: nil).
11. FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT
Frontline Plc - Annual Report and Financial Statements 2025 101
Accounting classifications and fair values
The carrying values and fair values of financial assets and financial liabilities as of December 31, 2025 and 2024 are as follows:
December 31, 2025 December 31, 2024
(in thousands of $)
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
Financial assets measured at fair value through profit or
loss
Marketable securities 1,973 1,973 3,123 3,123
Financial assets not measured at fair value
Cash and cash equivalents 6,116 6,116 5,501 5,501
Trade and other receivables 373 373 404 404
Financial liabilities not measured at fair value
Trade and other payables 6,770 6,770 6,230 6,230
The table below shows the levels in the fair value hierarchy of financial assets and financial liabilities as of December 31, 2025
and 2024, excluding those whose fair values approximate their respective carrying values due to their short-term nature.
(in thousands of $)
Dec 31, 2025
Fair Value
Level 1 Level 2 Level 3
Financial assets measured at fair value through profit or
loss
Marketable securities 1,973 1,973 — —
(in thousands of $)
Dec 31, 2024
Fair Value
Level 1 Level 2 Level 3
Financial assets measured at fair value through profit or
loss
Marketable securities 3,123 3,123 — —
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.
Financial instruments measured at fair value
Type Valuation Techniques Significant unobservable inputs
Marketable securities
Fair value was determined based on
the quoted market prices of the
securities.
Not applicable.
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 2025 and 2024.
Financial risk management
In the course of its normal business, Frontline plc is exposed to the following risks:
Frontline Plc - Annual Report and Financial Statements 2025 102
• Credit risk
• Liquidity risk
• Market risk (interest rate risk, foreign currency risk and price risk)
Frontline plc's activities do not substantially differ from the Frontline’s group. See Note 17 Financial Instruments - Fair Values
And Risk Management in the Consolidated financial statements.
The following are the remaining contractual maturities of financial liabilities:
Contractual cash flows at December 31, 2025
(in thousands of $)
Carrying
Value Total
Less than 1
year
Between 1
and 3 years
Between 3
and 6 years
Between 6
and 10 years
Non derivative financial liabilities
Trade and other payables 6,495 6,495 6,495 — — —
Contractual cash flows at December 31, 2024
(in thousands of $)
Carrying
Value Total
Less than 1
year
Between 1
and 3 years
Between 3
and 6 years
Between 6
and 10 years
Non derivative financial liabilities
Trade and other payables 5,955 5,955 5,955 — — —
12. SHARE CAPITAL
The authorized share capital of Frontline plc as of December 31, 2025 is $600,000,000 (2024: $600,000,000) divided into
600,000,000 shares (2024: 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, 2025 and 2024.
Outstanding shares as of December 31, 2023, 2024 and 2025 222,622,889
2025 2024 2023
Cash dividends paid per share $0.93 $1.95 $2.87
13. SHARE OPTIONS
In the year ended December 31, 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 initial exercise
price was NOK 71, which increased by NOK 5 on each of December 7, 2023, and December 7, 2024, and is further adjusted for
any distribution of dividends made after the date of the grant and 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.
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 Frontline plc from the date of grant to
the exercise date. It was assumed that all of the options granted will vest.
Frontline Plc - Annual Report and Financial Statements 2025 103
As of December 31, 2025, all of these options had vested. As of December 31, 2025, 80,000 options had been forfeited (2024:
80,000) and 176,000 options had been exercised at a weighted average exercise price of $3.51. As of December 31, 2025,
144,000 options remained outstanding and exercisable (2024: 216,000). The subsequent remeasurement of fair value of the
synthetic options resulted in an expense of $1.3 million for the year ended December 31, 2025 (2024: $0.4 million).
As of December 31, 2025, the weighted average exercise price of the outstanding and exercisable options was $1.64 (2024
outstanding: $2.22).
The synthetic options had a fair value of $2.9 million as of December 31, 2025 (2024: $3.3 million) and Frontline plc recorded
a liability of $2.9 million as of December 31, 2025 (2024: $3.3 million). The intrinsic value of liabilities which had vested as of
December 31, 2025 was $2.9 million (2024: $2.6 million).
14. RELATED PARTY TRANSACTIONS AND AFFILIATED COMPANIES
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, being entities under common control with
Hemen. 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 Corporation Ltd ("SFL"), Flex LNG Ltd,
Front Ocean Management AS and Golden Ocean Group Ltd ("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) 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) in relation to the subordinated unsecured shareholder loan
from Hemen.
Refer to Note 8 for further details of amounts paid to and received from the Company's subsidiaries.
A summary of Frontline plc's subsidiary transactions with related parties and affiliated companies is provided in Note 20 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, 2025 and December 31, 2024 was as
follows:
(in thousands of $)
December 31,
2025
December 31,
2024
Other related parties 6 5
6 5
The Company had nil balances due to related parties and affiliated companies at December 31, 2025 and December 31, 2024.
Other transactions
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:
Frontline Plc - Annual Report and Financial Statements 2025 104
(in thousands of $) 2025 2024 2023
Total remuneration 1,778 907 3,527
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:
(in thousands of $) 2025 2024 2023
Total fixed remuneration 520 511 511
Total variable remuneration 1,258 396 3,016
of which:
Share based payments 1,258 396 3,016
As of December 31, 2025, the Company recorded a total liability of $2.9 million in relation to synthetic options granted to
directors (2024: $3.3 million). Refer to Note 13 for further details of the synthetic option scheme.
15. COMMITMENTS AND CONTINGENCIES
As of December 31, 2025, Frontline plc has agreed to provide a $60.0 million guarantee in respect of the performance of its
subsidiaries, under a bunker supply arrangement with TFG Marine, a related party. 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, 2025.
As of December 31, 2025, the Company has jointly and severally guaranteed, along with Frontline 2012 Ltd, Frontfleet Ltd and
Frontfleet II Ltd, the performance of certain wholly owned subsidiaries under their respective debt agreements. As of December
31, 2025, the total fair value of the debt guaranteed by the Company was $3,119.6 million and there are no amounts payable
under this guarantee as at December 31, 2025.
In the year ended December 31, 2024, certain funds managed by FourWorld Capital Management LLC (“FourWorld”) began
proceedings before the Antwerp Enterprise Court (Belgium), 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 CMB and Frontline to pay damages in an amount to be determined
during the course of the proceedings, which are ongoing. The Company finds the claims to be without merit and continues to
vigorously defend against them.
16. SUBSEQUENT EVENTS
In February 2026, the Board of Directors declared a dividend of $1.03 per share for the fourth quarter of 2025. The record date
for the dividend was March 12, 2026, the ex-dividend date was March 12, 2026, for shares listed on the New York Stock
Exchange and March 11, 2026, for shares listed on the Oslo Stock Exchange, and the dividend was paid on March 19, 2026.
In February 2026, Mr. Ørjan Svanevik resigned as a Director of the Company and Mr. Mikkel Storm Weum was appointed as a
Director of the Company.
Frontline Plc - Annual Report and Financial Statements 2025 105
Independent Auditor’s Report
To the Members of Frontline Plc
Report on the Audit of the Consolidated and Parent
Company Financial Statements
Opinion
In our opinion, the accompanying consolidated financial statements of Frontline Plc and
its subsidiaries (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 2025, and of their financial performance and their 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 and parent company financial statements which are
presented in pages 46 to 105 and comprise:
● the consolidated statement of financial position and the statement of financial position
of the Company as at 31 December 2025;
● the consolidated statement of profit or loss and the statement of profit or loss of the
Company for the year then ended;
● the consolidated statement of comprehensive income and the statement of
comprehensive income of the Company for the year then ended;
● the consolidated statement of cash flows and the statement of cash flows of the
Company for the year then ended;
● the consolidated statement of changes in equity and the statement of changes in equity
of the Company for the year then ended; and
● notes to the consolidated and parent company financial statements, including material
accounting policy information.
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 and 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) as applicable to audits of
consolidated and parent company financial statements of public interest entities, together
with the ethical requirements that are relevant to audits of the consolidated and parent
company financial statements of public interest entities in Cyprus. We have also 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 and parent company financial statements of
the current period. These matters were addressed in the context of our audit of the
consolidated and parent company financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How our audit addressed the key audit matter
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 $4,912
million as at 31 December 2025.
As described in Note 8 to the parent company
financial statements, the carrying amount of the
Company’s investments in subsidiaries was
$2,509.7 million as at 31 December 2025.
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”).
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.
Addressing the matter involved performing
procedures and evaluating audit evidence in
connection with forming our overall opinion on the
consolidated and 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.
Our evaluation of 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 their
consistency with (i) external market and industry data,
and (ii) evidence obtained in other areas of the audit.
We also evaluated the competence, capability, and
objectivity of the independent ship brokers used by
management.
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, the
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
and parent company financial statements and our auditor’s report thereon.
Our opinion on the consolidated and 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 and 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 and 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 and Parent Company
Financial Statements
The Board of Directors is responsible for the preparation of the consolidated 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 and parent
company financial statements that are free from material misstatement, whether due to
fraud or error.
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”.
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.
In preparing the consolidated and 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 and
Parent Company Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated and
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 and 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:
● Identify and assess the risks of material misstatement of the consolidated and 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.
● 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.
● Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.
● 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 and 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.
● Evaluate the overall presentation, structure and content of the consolidated and parent
company financial statements, including the disclosures, and whether the consolidated
and parent company financial statements represent the underlying transactions and
events in a manner that achieves a true and fair view.
● 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
the purposes of the group audit. We remain solely responsible for our audit opinion.
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 and parent
company financial statements of the current period and are therefore the key audit
matters.
Report on Other Legal and Regulatory Requirements
Requirements of Article 10(2) of the EU Regulation 537/2014
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 and
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 4 years.
Consistency of the Additional Report to the Audit and Risk Committee
We confirm that our audit opinion on the consolidated and 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 18 March 2026 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 the
Company and which have not been disclosed in the consolidated and 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 2025 comprising an XHTML file which
includes the consolidated and 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 2025, and the consolidated statements
of profit or loss, comprehensive income, changes in equity and cash flows for the year then
ended, and all disclosures made in the consolidated financial statements in accordance
with IFRS Accounting Standards or made by cross-reference therein to other parts of the
annual financial report for the year ended 31 December 2025 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 parent company financial statements for the year ended 31 December
2025 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, 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, and the parent company financial statements
included in the digital files, are presented 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:
● 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 and parent company financial statements.
● 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.
● 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 and parent company financial statements.
● 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.
● 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.
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.
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
27 March 2026
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.