FRONTLINE PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS 2023

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 18

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS 47

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 48

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 49

CONSOLIDATED STATEMENTS OF CASH FLOWS 51

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 53

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 54

PARENT COMPANY FINANCIAL STATEMENTS AND NOTES 98

INDEPENDENT AUDITOR’S REPORT 116

Throughout this annual report, the "Company," "we," "us" and "our" all refer to Frontline plc and its subsidiaries. We use the

term deadweight ton, or 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, or 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 111,000 to 115,000 dwt. The Company defines an ECO vessel as a vessel with certain specifications that

improve fuel consumption performance as compared to the previous generation of vessels. Typically built from 2015 onwards,

ECO vessels have improved hull and engine designs to maximize operational performance according to today’s operational

profiles. The Company also designates vessels as ECO if they have undergone retrofits such as; de-rating to improve specific

fuel consumption at today’s market speeds, installing propulsion improvement devices, or upgrading engine and equipment to

bring the consumption performance of older vessels into line with those constructed from 2015 onwards. All ECO-vessels meet

EEXI certification requirements. Unless otherwise indicated, all references to "USD," "US$" and "$" in this annual report are

U.S. dollars.

FRONTLINE PLC

BOARD OF DIRECTORS AND OTHER OFFICERS

2023

Our directors and executive officers, along with start or end date to the extent applicable to the reporting period, 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 Committee Chairman not applicable not applicable

Ole B. Hjertaker

Non-Executive Director not applicable not applicable

Steen Jakobsen Non-Executive Director not applicable not applicable

Marios Demetriades Non-Executive Director and Audit Committee member not applicable not applicable

Cato Stonex Non-Executive Director December 12, 2023 not applicable

Lars H. Barstad Chief Executive Officer of Frontline Management AS not applicable not applicable

Inger M. Klemp Chief Financial Officer of Frontline Management AS not applicable not applicable

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

Ola Lorentzon has been Director of the Company since May 2015. Mr. Lorentzon was the Managing Director of Frontline

Management AS, a subsidiary of the Company, from April 2000 until September 2003. Mr. Lorentzon has served as a director

of Flex LNG Ltd. since June 2017 and is also a director and Chairman of Golden Ocean and a director of Erik Thun AB. Mr

Lorentzon was appointed Chairman of the Company in May 2021.

John Fredriksen has served as a Director of the Company since November 3, 1997. Mr. Fredriksen was a director of Frontline

2012 at the date of the merger between the Company and Frontline 2012 Ltd. Mr. Fredriksen is also a Director of a related party

Golden Ocean, a Bermuda company listed on Nasdaq and the OSE whose principal shareholder is Hemen.

James O'Shaughnessy has been a Director and member of the Audit Committee of the Company since September 2018. 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, Golden Ocean, Archer Limited, Avance Gas, CG Insurance Group and Catalina General and a

director of Brit Re.

Ole B. Hjertaker has been a Director of the Company since May 2022. Mr. Hjertaker is employed by SFL Management AS

and has served as Chief Executive Officer since July 2009, prior to which he served as Chief Financial Officer from September

2006. Prior to joining SFL, Mr. Hjertaker was employed in the Corporate Finance division of DNB Markets, a leading shipping

and offshore bank. Mr. Hjertaker has extensive corporate and investment banking experience, mainly within the maritime/

transportation industries, and holds a Master of Science degree from the Norwegian School of Economics and Business

Administration. Mr. Hjertaker also serves as a director of SFL Corporation Ltd. and as chairman of NorAm Drilling AS.

Steen Jakobsen has served as a director of Flex LNG Ltd. since March 2021. Mr. Jakobsen joined Saxo Bank in 2000 and

serves as Chief Investment Officer. Mr. Jakobsen was the founder of then Saxo Bank’s renowned Outrageous Predictions. Prior

to joining Saxo Bank, he worked with Swiss Bank Corp, Citibank, Chase Manhattan, UBS and served as Global Head of

Trading, FX and Options at Christiania (now Nordea). Mr. Jakobsen graduated from the University of Copenhagen in 1989

with a MSc in Economics.

Marios Demetriades has been a Director of the Company since October 2022 and member of the audit committee since

November 2022. Mr. Demetriades is an experienced financial services professional with significant experience as a Non-

Executive Director in various listed and private companies in the banking, infrastructure and shipping industries, namely as

Non-Executive Director and Chairman of the audit and risk committees of Gordian Holdings Ltd.; Non-Executive Director and

member of the audit and risk committees of FxPro Financial Services Ltd.; Non-Executive Director, Chairman of the audit

Frontline Plc – Annual Report and Financial Statements 2023 3

committee and member of the risk and compliance committees of BnkPro Europe Ltd and BnkPro Ltd.; and Non-Executive

Director and Deputy Chairman of ADS Maritime Holdings. He previously served as the Minister of Transport,

Communications and Works for the Republic of Cyprus from 2014 to 2018 and held various positions in the accounting,

investment and banking sectors. He is a qualified Chartered Accountant and Chartered Financial Analyst holder and a member

of the CFA Institute, the Institute of Chartered Accountants in England and Wales and the Institute of Certified Public

Accountants of Cyprus (ICPAC). Mr. Demetriades is a Cypriot citizen and resides in Cyprus.

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 focussed 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.

Lars H. Barstad has served as Chief Executive Officer of Frontline Management AS since October 2020, and as Commercial

Director since 2015. Mr. Barstad has close to 18 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 2023 4

FRONTLINE PLC

STATEMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OTHER RESPONSIBLE

PERSONS OF THE COMPANY FOR THE FINANCIAL STATEMENTS

2023

In accordance with Article 9 sections (3c) and (7) of the Transparency Requirements (Securities for Trading on Regulated

Markets) Law of 2007, 2009, 2012 and 2016 of Cyprus (“Law”) we, the members of the Board of Directors and other

responsible persons for the consolidated financial statements and the financial statements of Frontline Plc (“the Company”), for

the year ended December 31, 2023 confirm that, to the best of our knowledge:

a) the consolidated financial statements and the financial statements of the Company for the year ended December 31, 2023

which are presented on pages 47 to 115.

(i) were prepared in accordance with International Financial Reporting 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 and liabilities, the financial position and the profit or losses of Frontline Plc, and the

business that are included in the financial statements as a total, and

b) the Management Report provides a fair review of the developments and the performance of the business as well as the

financial position of Frontline Plc, together with a description of the principal risks and uncertainties that they are facing.

Limassol, April 26, 2024

Frontline Plc – Annual Report and Financial Statements 2023 5

FRONTLINE PLC

CORPORATE GOVERNANCE REPORT

2023

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. The purposes and powers of the Company are set

forth in section 3(1)-(44) of the Company’s Memorandum of Association.

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 5th revised edition -

January 2019 ("CSE Code") which is publicly available on the Cyprus Stock Exchange's website at www.cse.com.cy. In April

2024, a 6th revised edition of the CSE Code was issued which the Company will consider for its 2024 report.

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:

• Α.1.2 and A.1.3 - The Board does not currently have a formal schedule of matters specifically reserved for its decision.

Although a schedule has not yet been formalized, the required matters as per the provision are subject to the Board of

Directors' decisions.

• A.2.2 - The Board of Directors is comprised of non-executive directors only who are responsible for overseeing our

management led by our Chief Executive Officer. The Board of Directors considers this to be an appropriate

governance and management structure.

• A.4.1 - The Nomination Committee is comprised of two directors neither of which is designated as the Chairman. The

designation of a Chairman is not considered necessary given the composition of the committee.

• 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 2023

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

Frontline Plc – Annual Report and Financial Statements 2023 6

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

The Board of Directors is comprised of the following non-executive directors who are responsible for overseeing our

management:

Name Age

Position

Ola Lorentzon 74 Chairman and Non-Executive Director

John Fredriksen 79 Non-Executive Director

James O'Shaughnessy

60 Non-Executive Director and Audit Committee Chairman

Ole B. Hjertaker

57 Non-Executive Director

Steen Jakobsen 59 Non-Executive Director

Marios Demetriades 52 Non-Executive Director and member of the Audit Committee

Cato Stonex 60 Non-Executive Director

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 Articles of Association, five members of our Board of Directors, Mr. Ola Lorentzon,

Mr. James O'Shaughnessy, Mr. Steen Jakobsen, Mr. Marios Demetriades, and Mr. Cato Stonex are independent.

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 Articles of Association the following Directors’ Committees each comprising of two Directors have been

constituted:

i. Audit Committee;

ii. Nomination Committee;

iii. Remuneration Committee.

Our Audit Committee currently consists of two independent directors, Mr. James O'Shaughnessy, the Audit Committee

Chairman and Financial Expert, and Mr. Marios Demetriades.

Our nomination committee consists of one independent director, Mr. Ola Lorentzon, and one director, Mr. Ole B. Hjertaker,

and is responsible for identifying and recommending potential candidates to become board members and recommending

directors for appointment to board committees.

Our remuneration committee consists of two independent directors, Mr. Ola Lorentzon and Mr. Marios Demetriades, and is

responsible for establishing the executive officers' compensation and benefits.

The Board of Directors met 14 times in the year ended December 31, 2023.

Frontline Plc – Annual Report and Financial Statements 2023 7

All the scheduled board meetings held each year are in principle physically held in Cyprus unless exceptionally another location

is appropriate.

Pursuant to the Articles of Association and the Law, the minimum number of Directors shall be not less than two and pursuant

to the 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.

The Law and the 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 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 purpose of determining whether a quorum is present at

the meeting of the Directors.

Directors are elected or re-elected by an ordinary resolution of the shareholders in a 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 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 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

Frontline Plc – Annual Report and Financial Statements 2023 8

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 (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 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.

2. Director's Remuneration

Refer to the 2023 Remuneration Report for further details.

3. Accountability and Audit

We currently have an Audit Committee, which is responsible for overseeing the quality and integrity of our financial statements

and our accounting, auditing and financial reporting practices, our compliance with legal and regulatory requirements, the

independent auditor's qualifications, independence and performance and our internal audit function. In 2018, Mr. James

O'Shaughnessy was appointed to serve on the Audit Committee. Mr. James O'Shaughnessy is the Chairperson of the Audit

Committee and the Audit Committee Financial Expert. In 2022, Mr. Marios Demetriades was appointed to serve on the Audit

Committee. We have determined that a director may sit on the board of three or more audit committees and such simultaneous

service would not impair the ability of such member to effectively serve on the Board or Audit Committee. Under Cyprus law,

we are required to have an audit committee with a majority of independent members. The Audit Committee Charter, which is

available on the Company's website, has been adopted by the Board of Directors and governs the operation of the Audit

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, 2023. 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).

Frontline Plc – Annual Report and Financial Statements 2023 9

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, 2023.

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, 2023.

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

Pursuant to the Law and Article 51 of the 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

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.

Frontline Plc – Annual Report and Financial Statements 2023 10

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 2/3rds 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 2/3rds 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);

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 9/10ths 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.

Frontline Plc – Annual Report and Financial Statements 2023 11

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 12, 2023, the Company held its annual general meeting of shareholders

whereby shareholders approved, among other things, for a period of twelve months with effect from 12:00 p.m. on December

12, 2023, 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

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.

Major Shareholdings

Frontline Plc – Annual Report and Financial Statements 2023 12

The following table presents certain information as of April 26, 2024, 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 %*

Hemen Holding Ltd.** 79,145,703 35.6 %

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

** 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 any 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. 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.

Frontline Plc – Annual Report and Financial Statements 2023 13

FRONTLINE PLC

ANNUAL REMUNERATION REPORT

2023

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, which outlines the details of our executive

remuneration and benefits package. The report has been prepared by the Board of Directors of Frontline plc in accordance with

the Cyprus Stock Exchange ("CSE") Corporate Code of Governance 5th Editions (Updated) January 2019 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 2023, along with members of the Board of Directors (the

"Board"). For the year ended December 31, 2023 the reporting Company 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 Board

for the last financial year.

The Company will present this report to the Annual General Meeting in 2024.

Remuneration committee

The Company established a Remuneration Committee in February 2023, comprising two independent directors, Mr. Ola

Lorentzon and Mr. Marios Demetriades. Prior to its establishment, the remuneration of the CEO was determined by the Board

with the overall objective 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 overall objectives of the Company's remuneration.

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 2022 and grants under the Company's long-

term incentive scheme as noted below. In addition, members of the audit committee receive additional fees for such service.

No variable remuneration has been reclaimed for the Directors or CEO in relation to the years ended December 31, 2023 or

2022.

Long-term incentive scheme

In December 2021, the Board approved the grant of 1,280,000 synthetic options to employees and board members according to

the rules of the Company’s synthetic option scheme approved on December 7, 2021. The synthetic options have a five-year

term expiring in December 2026. The vesting period is 12 months for the first 27.5% of options, 24 months for the next 27.5%

of options and 36 months for the final 45% of options. The synthetic options will be settled in cash based on the difference

between the market price of the Company’s shares on the date of exercise and the exercise price.

Summary of Company performance

Profit for the period increased by $180.9 million in the year ended December 31, 2023 as compared to the year ended

December 31, 2022. For a full analysis of the Company performance please see our Consolidated Financial Statements and

Management report for the year ended December 31, 2023.

Frontline Plc – Annual Report and Financial Statements 2023 14

Total remuneration of the Directors and CEO

Our Directors and CEO, along with start or end date to the extent applicable to the reporting period, are as follows:

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 Committee Chairman not applicable not applicable

Ole B. Hjertaker

Non-Executive Director not applicable not applicable

Steen Jakobsen Non-Executive Director not applicable not applicable

Marios Demetriades Non-Executive Director and Audit Committee not applicable not applicable

Cato Stonex Non-Executive Director December 12, 2023 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

— 150 662 — 812 18 % 82 %

John Fredriksen

— 60 331 — 391 15 % 85 %

James O'Shaughnessy

— 70 331 — 401 17 % 83 %

Ole B. Hjertaker — 60 — — 60 100 % — %

Steen Jakobsen

— 60 — — 60 100 % — %

Marios Demetriades

— 70 — — 70 100 % — %

Cato Stonex

— 3 — — 3 100 % — %

Lars H. Barstad

404 — 1,655 24 2,083 21 % 79 %

Total

404 473 2,979 24 3,880 23 % 77 %

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.

Frontline Plc – Annual Report and Financial Statements 2023 15

In December 2021, the Board approved the grant of 1,280,000 synthetic options to employees and board members according to

the rules of the Company’s synthetic option scheme approved on December 7, 2021. The synthetic options have a five-year

term expiring in December 2026. The vesting period is 12 months for the first 27.5% of options, 24 months for the next 27.5%

of options and 36 months for the final 45% of options. The exercise price is NOK 71, which shall increase by NOK 5 on each

of December 7, 2023, and December 7, 2024, and will further be adjusted for any distribution of dividends made before the

relevant synthetic options are exercised. The synthetic options will be settled in cash based on the difference between the

market price of the Company’s shares and the exercise price on the date of exercise. The synthetic options are not subject to a

retention period.

The below table details the number of options granted to each individual in respect of the three vesting periods noted above:

Opening balance Closing balance

Name Vesting date

Options held at

the beginning of

the year

Options exercised

Options held at

the end of the

year

Ola Lorentzon

07/12/2022 44,000 (44,000) —

Ola Lorentzon

07/12/2023 44,000 — 44,000

Ola Lorentzon

07/12/2024 72,000 — 72,000

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

Total

720,000 (44,000) 676,000

Opening balance Closing balance

Name Vesting date

Options awarded

and unvested

Options vested

Options awarded

and unvested

Ola Lorentzon

07/12/2023 44,000 (44,000) —

Ola Lorentzon

07/12/2024 72,000 — 72,000

John Fredriksen

07/12/2023 22,000 (22,000) —

John Fredriksen

07/12/2024 36,000 — 36,000

James O'Shaughnessy

07/12/2023 22,000 (22,000) —

James O'Shaughnessy

07/12/2024 36,000 — 36,000

Lars H. Barstad

07/12/2023 110,000 (110,000) —

Lars H. Barstad

07/12/2024 180,000 — 180,000

Total

522,000 (198,000) 324,000

Frontline Plc – Annual Report and Financial Statements 2023 16

At the grant date, the Company's underlying share price was NOK 65. 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.

Comparative information on the change of remuneration

(in thousands of $)

2023 vs

2022

2022 vs

2021

2021 vs

2020

2020 vs

2019

2019 vs

2018

Change in remuneration

Non-executives

Ola Lorentzon

— 36 54 — —

John Fredriksen

— (36) (54) — —

James O'Shaughnessy

(15) (34) 49 — 51

Ole B. Hjertaker 20 40 — — —

Steen Jakobsen

20 40 — — —

Marios Demetriades

55 15 — — —

Tor Svelland

(41) (19) 40 20 —

Jens Martin Jensen

(34) 34 — — —

Cato Stonex

3 — — — —

Other non-executives

— — (47) (23) —

Executives

Lars H. Barstad

(195) 264 295 64 —

Other executives

— — (963) (49) 22

Total

(187) 340 (626) 12 73

Change in Company performance

Change in profit or loss for the period

180,877 490,498 (427,836) 272,903 148,852

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 consolidated financial statements prepared in accordance with International Financial Reporting

Standards for the years ended December 31, 2023, 2022 and 2021. Profit for the years ended December 31, 2020, 2019 and

2018 is derived from our consolidated financial statements prepared in accordance with accounting principles generally

accepted in the United States of America.

Frontline Plc – Annual Report and Financial Statements 2023 17

FRONTLINE PLC

MANAGEMENT REPORT

2023

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, 2023.

HISTORY AND DEVELOPMENT OF THE COMPANY

The Company

We are Frontline plc, an international shipping company incorporated in Cyprus as a public limited liability company

(Company No. 442213). Our registered and principal executive offices are located at 8, John Kennedy Street, Iris House, Off.

740B, 3106 Limassol, Cyprus, and our telephone number at that address is + 35725-588767.

At a Special General Meeting on December 20, 2022, the Company's shareholders agreed to redomicile the Company to the

Republic of Cyprus under the name of Frontline plc (the “Redomiciliation”). The business, assets and liabilities of Frontline

Ltd. and its subsidiaries prior to the Redomiciliation were the same as Frontline plc immediately after the Redomiciliation on a

consolidated basis, as well as its fiscal year. In addition, the directors and executive officers of Frontline plc immediately after

the Redomiciliation were the same individuals who were directors and executive officers, respectively, of Frontline Ltd.

immediately prior to the Redomiciliation. On December 30, 2022, the Registrar of Companies and Official Receiver of the

Republic of Cyprus issued a temporary redomiciliation certificate, and the Redomiciliation has therefore taken effect.

Prior to the Redomiciliation from Bermuda to Cyprus, Frontline Ltd.’s ordinary shares were listed on the NYSE and OSE under

the symbol “FRO.” Upon effectiveness of the Redomiciliation, the Company’s ordinary shares continue to be listed on the

NYSE and OSE and commenced trading under the new name Frontline plc and the new CUSIP number M46528101 and the

new ISIN CY0200352116 on the NYSE on January 3, 2023 and on the OSE on January 13, 2023. Frontline plc’s Legal Entity

Identifier number was not affected by the Redomiciliation and remains the same.

We are engaged primarily in the ownership and operation of oil and product tankers. We operate through subsidiaries located in

Cyprus, Bermuda, India, the Marshall Islands, Liberia, Norway, the United Kingdom, China and Singapore. We are also

involved in the charter, purchase and sale of vessels.

On December 12, 2023, the Company held its annual general meeting of shareholders whereby shareholders approved, among

other things, for a period of twelve months with effect from 12:00 p.m. on December 12, 2023, the proposals to exclude the

shareholders’ Pre-Emption Right (defined below) with respect to any offer by the Company to the public against cash

consideration, as may be decided by the board of directors from time to time, of: (i) a maximum of 377,377,111 ordinary shares

of nominal value $1.00 each ranking pari passu with the existing ordinary shares of the Company at a subscription price which

shall be determined by the board of directors not lower than $1.00 per share; and (ii) a maximum of 377,377,111 debentures or

other securities convertible into ordinary shares of nominal value $1.00 each ranking pari passu with the existing ordinary

shares of the Company or options or other securities carrying the right to subscribe for ordinary shares of the Company of

nominal value $1.00 each ranking pari passu with the existing ordinary shares of the Company at a subscription price which

shall be determined by the board of directors not lower than $1.00 per security.

The address of the Company's internet site is www.frontlineplc.cy. The information on our website is not incorporated by

reference into this annual report.

Vessel Acquisitions, Disposals, Redeliveries and Newbuilding Contracts of the Company

In May 2021, the Company entered into an agreement for the acquisition through resale of six latest generation ECO-type

VLCC newbuilding contracts at the Hyundai Heavy Industries ("HHI") shipyard in South Korea for an aggregate purchase price

of $565.8 million. The Company took delivery of the VLCC newbuildings, Front Alta, Front Tweed, Front Tana, and Front

Gaula from HHI, in April, June, August, and October 2022, respectively. As of December 31, 2022, the Company’s

newbuilding program consisted of two scrubber-fitted VLCCs, Front Orkla and Front Tyne, which were delivered in January

2023. As of December 31, 2023, there are no remaining vessels in the Company’s newbuilding program and there are no

remaining commitments.

Frontline Plc – Annual Report and Financial Statements 2023 18

In November 2021, the Company announced that it had entered into an agreement to sell four of its scrubber-fitted LR2 tankers

for an aggregate sales price of $160.0 million to SFL Tanker Holding Ltd., a company related to Hemen, its largest shareholder.

Two vessels were delivered to the new owners in December 2021 and the remaining two vessels were delivered to the new

owners in January 2022. After repayment of debt on the vessels, the transaction generated total net cash proceeds of $68.6

million, with net cash proceeds of $35.1 million recorded in the year ended December 31, 2022. The Company recorded a gain

on sale in relation to the first two vessels of $3.2 million in the year ended December 31, 2021 and a gain of $4.6 million in the

year ended December 31, 2022.

In April 2022, the Company announced that its subsidiary, Frontline Shipping Limited ("FSL"), had agreed with SFL

Corporation Ltd. (“SFL”) to terminate the long-term charters for the 2004-built VLCCs, Front Force and Front Energy, upon

the sale and delivery of the vessels by SFL to an unrelated third party. Frontline agreed to a total compensation payment to SFL

of $4.5 million for the termination of the current charters. The charters terminated and the vessels were delivered to the new

owners in April 2022. The Company recorded a loss on termination of $0.4 million, including the termination payment, in the

year ended December 31, 2022.

In January 2023, the Company sold the 2009-built VLCC, Front Eminence, and the 2009-built Suezmax tanker, Front Balder,

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 the 2010-built Suezmax tanker, Front Njord, 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.

Recent developments

In January 2024, the Company announced that it has entered into an agreement whereby the Company will sell its five oldest

VLCCs, built in 2009 and 2010, for an aggregate net sale price of $290.0 million. The vessels were delivered to the new owner

during the first half of 2024. After repayment of existing debt on the five vessels, the transaction generated net cash proceeds of

approximately $207.0 million, and the Company expects to record a gain in the first half of 2024 of approximately

$74.0 million.

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 approximately $32.0 million, and the Company

expects to record a gain in the second quarter of 2024 of approximately $11.0 million.

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 is expected to be delivered to the new owner during the second quarter of 2024. After

repayment of existing debt on the vessel, the transaction is expected to generate net cash proceeds of approximately

$34.0 million, and the Company expects to record a gain in the second quarter of 2024 of approximately $14.0 million.

The Acquisition

On October 9, 2023, Frontline entered into a Framework Agreement (the “Framework Agreement”) with Euronav NV

(“Euronav”). 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 Euronav (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 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 Euronav (57,479,744 shares, representing in aggregate 26.12% of Euronav’s issued shares) to

Compagnie Maritime Belge NV ("CMB") at a price of $18.43 per share (the “Share Sale”).

Frontline Plc – Annual Report and Financial Statements 2023 19

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 Euronav 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 Euronav 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 Euronav. As part

of the overall agreements, all rights and claims that Euronav had concerning the entering into, performance and termination of

the combination agreement with Euronav and the arbitration action filed by Euronav in January 2023 following Frontline’s

withdrawal from the combination agreement were terminated, against nil cash consideration.

BUSINESS OVERVIEW

As of December 31, 2023, the Company’s fleet consisted of 76 vessels owned by the Company (33 VLCCs, 25 Suezmax

tankers, 18 LR2/Aframax tankers), with an aggregate capacity of approximately 15.9 million DWT.

As of December 31, 2023, the Company’s fleet included 47 scrubber-fitted vessels (25 VLCCs, 18 Suezmax tankers and four

LR2/Aframax tankers), which represents 62% of our fleet. Following the completion of the Acquisition and the sale of five

VLCCs and two Suezmax tankers in the first half of 2024, the Company's fleet will consist of 56% scrubber-fitted vessels.

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, or LOOP. 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 "Item 5. Operating and

Financial Review and Prospects-Overview" for a discussion of the tanker market in 2022 and 2023.

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 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

Frontline Plc – Annual Report and Financial Statements 2023 20

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

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:

• 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;

• 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, or COAs, 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 Russian, Ukrainian, Croatian, Romanian, Indian and Filipino officers and crews, or combinations of these nationalities.

Environmental, Social & Governance

The Company publishes standalone ESG reports annually which can be found on its website at https://www.frontlineplc.cy/

about-frontline-ltd/environmental-social-governance-esg/. The information on the Company’s website is not incorporated by

reference into this document.

The Company's sustainability strategy is the key to balancing the interests and expectations of all its stakeholders, including

investors, analysts, employees, customers, suppliers, and communities, and ultimately creating long-term value. As part of this

strategy, Frontline continues to invest in the expansion and modernization of its fleet as demonstrated by the Acquisition and

recent sale of some of its oldest vessels. As of December 31, 2023, the Company's fleet consisted of 93% ECO vessels and had

an average age of 6.4 years, already making it one of the youngest and most energy-efficient fleets in the industry. Following

the Acquisition and the sale of five VLCCs and two Suezmax tanker in the first half of 2024 and based on the data as of

December 31, 2023, the Company's fleet will consist of 99% ECO vessels and will have an average age of 5.7 years.

The Company's long-term focus on maintaining a modern, energy efficient fleet has positioned it well to mitigate the risks and

capitalize on the opportunities provided by the ever-increasing environmental laws and regulations. As part of the energy

efficiency project, “Decarbonization journey towards IMO 2030-2050”, the Company has fully digitalized its ship performance

data into its digital monitoring platform, Veracity. The Company's daily operations include closely monitoring, managing, and

reporting ESG-related key performance indicators, such as energy efficiency and health and safety metrics. Based on the

Company's 2023 emissions data verified by DNV, its fleet outperformed the IMO’s and the Poseidon Principles’

decarbonization trajectories, continuing its journey as a segment leader.

Frontline’s ambition is to ensure a safe and diverse place to work, that human rights are respected, that all workers have decent

working conditions, and to improve the well-being of all our employees. Our number one priority is the health and safety of our

people, including the thousands of seafarers employed by the ship management companies we partner with. Frontline is fully

committed to respecting fundamental human and labor rights in our business operations and value chain.

The Company has a comprehensive compliance program led by its dedicated Compliance Officer, ensuring that it conducts

business in an honest and ethical manner. This includes robust policies and procedures, intended to mitigate the risks of its

industry and operations, annual risk assessments by external advisors, training for all employees, management and the Board of

Frontline Plc – Annual Report and Financial Statements 2023 21

Directors, third party audits, internal systems and controls, remediation, and investigations, as well as quarterly reporting to the

Audit Committee. As a result, the Company can monitor and comprehend emerging challenges arising not only from laws,

regulations, and public authorities, but also from the expectations of its key stakeholders, such as investors, banks and

customers.

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.

Customers

No customer in the years ended December 31, 2023, 2022 or 2021 individually accounted for 10% or more of the Company's

consolidated 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, 2023:

Vessel Built Approximate Dwt. Flag Type of Employment

(1)

Tonnage Owned

VLCCs

Front Kathrine (2) 2009 298,000 MI Spot market

Front Queen (2) 2009 298,000 MI Spot market

Front Endurance (2) 2009 321,000 MI Spot market

Front Cecilie (2) 2010 297,000 MI Spot market

Front Signe (2) 2010 297,000 MI Spot market

Front Duke 2016 299,000 MI Spot market

Front Duchess 2017 299,000 MI Spot market

Front Earl 2017 303,000 MI Spot market

Front Prince 2017 301,000 MI Spot market

Front Empire 2018 303,000 MI Spot market

Front Princess 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 MI Spot market

Frontline Plc – Annual Report and Financial Statements 2023 22

Front Nausta (3) 2019 319,000 MI Spot market

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

Front Tyne 2023 300,000 MI Spot market

Front Maine 2021 299,600 MI Spot market

Front Vosso 2017 297,400 LIB Spot market

Front Rauma 2016 300,000 MI Spot market

Front Osen 2016 299,000 MI Spot market

Front Hawke 2017 299,000 MI Spot market

Front Cloud 2016 299,400 MI Spot market

Front Neiden 2021 300,200 MI Spot market

Front Flores 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

Suezmax Tankers

Front Ull 2014 157,000 MI Spot market

Front Idun 2015 157,000 MI Spot market

Front Thor 2010 157,000 MI Spot market

Front Loki (4) 2010 157,000 MI Spot market

Front Odin (5) 2010 157,000 MI Spot market

Front Brage 2011 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 (6) 2019 157,000 HK Spot market

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

Front Cruiser 2020 157,000 MI Spot market

LR2/Aframax Tankers

Frontline Plc – Annual Report and Financial Statements 2023 23

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 (7) 2017 110,000 MI Time charter

Front Castor (8) 2017 110,000 MI Time charter

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 (9) 2021 110,000 MI Time charter

Front Feature (10) 2021 110,000 MI Time charter

1. Time Charter includes those contracts with durations in excess of six months.

2. In January 2024, the Company announced that it has entered into an agreement whereby the Company will sell its five

oldest VLCCs, built in 2009 and 2010, for an aggregate net sale price of $290.0 million. The vessels were delivered to

the new owner during the first half of 2024.

3. In March 2024, the Company entered into a fixed rate time charter to a third party for a three-year period.

4. In March 2024, the Company entered into an agreement to sell one of its oldest Suezmax tankers, built in 2010, for a

net sale price of $46.9 million. The vessel is expected to be delivered to the new owner during the second quarter of

2024.

5. 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.

6. In April 2024, the Company entered into a variable rate time charter to a third party for a three-year period.

7. In May 2023, the Company entered into a fixed rate time charter to a third party for a two-year period.

8. In April 2023, the Company entered into a fixed rate time charter to a third party for a two-year period.

9. In September 2022, the Company entered into a fixed rate time charter to a third party for a three-year period.

10. In August 2022, the Company entered into a fixed rate time charter to a third party for a three-year period.

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 Limassol, Cyprus from an unaffiliated third party. Frontline Management AS leases office space, at market rates, in Oslo,

Norway from Seatankers Management Norway AS, a company indirectly affiliated with Hemen, our principal shareholder. We

also have other leased properties, which are not considered material. Further details of our lease commitments can be found in

Note 18. to our consolidated financial statements.

REVIEW OF DEVELOPMENTS, POSITION AND PERFORMANCE OF THE COMPANY'S BUSINESS

Frontline Plc – Annual Report and Financial Statements 2023 24

Fleet Changes

A summary of the changes in the vessels that we own, lease and charter-in for the years ended December 31, 2023 and 2022 is

summarized in the table below.

2023 2022

VLCCs

At start of period 21 19

Other acquisitions/newbuilding deliveries 13 4

Disposal/lease termination (1) (2)

At end of period 33 21

Suezmax tankers

At start and end of period 27 27

Other acquisitions/newbuilding deliveries — —

Disposal (2) —

At end of period 25 27

LR2/Aframax tankers

At start of period 18 20

Disposal — (2)

At end of period 18 18

Total

At start of period 66 66

Other acquisitions/newbuilding deliveries 13 4

Disposal/lease termination (3) (4)

At end of period 76 66

Frontline Plc – Annual Report and Financial Statements 2023 25

Summary of Fleet Employment

As discussed below, our vessels are operated under time charters and voyage charters.

As of December 31,

2023 2022

Number of

vessels

Percentage

of fleet

Number of

vessels

Percentage

of fleet

VLCCs

Spot 33 100 % 21 100 %

Time charter — — % — — %

33 100 % 21 100 %

Suezmax tankers

Spot 25 100 % 27 100 %

Time charter — — % — — %

25 100 % 27 100 %

LR2/Aframax tankers

Spot 14 78 % 16 89 %

Time charter 4 22 % 2 11 %

18 100 % 18 100 %

Total fleet

Spot 72 95 % 64 97 %

Time charter 4 5 % 2 3 %

76 100 % 66 100 %

Market Overview and Trend Information

The statistical data provided in this section has been taken from the Energy Information Administration (“EIA”) as well as the

independent third-party maritime research companies, Fearnleys, Clarksons Research and Kpler. The figures quoted below are

estimates and may vary from estimates provided by other research services. The overviews set forth below are based on

information, data and estimates derived from industry sources available as of the date of this annual report, and there can be no

assurances that such trends will continue or that any anticipated developments referenced in such section will materialize. This

information, data and estimates involve several assumptions and limitations, are subject to risks and uncertainties, and are

subject to change based on various factors. You are cautioned not to give undue weight to such information, data, and estimates.

We have not independently verified any third-party information, verified that more recent information is not available and

undertake no obligation to update this information unless legally obligated.

Recent years have been characterized by slowing growth in the global crude oil tanker fleet. In 2023, 22 VLCCs were delivered,

as compared to 42 VLCCs delivered in 2022. In 2024, only two VLCCs are scheduled to be delivered, representing fleet growth

of less than 1%. Only five vessels are confirmed for delivery in 2025 and 16 in 2026. At the end of 2023, the VLCC fleet

totaled 885 vessels and the Suezmax tanker fleet totaled 608 vessels after seven vessels were delivered during the year. The

total orderbook in this segment consists of 60 vessels, representing 9.8% of the existing fleet. The LR2 product tanker fleet

totaled 428 vessels at the end of 2023, with 101 vessels on order.

The estimated average spot charter rate for a VLCC trading on a standard ‘TD3C’ voyage between the Middle East and China

in 2023 was an estimated daily TCE rate of $35,400. This compares to an estimated daily TCE rate of $16,900 in 2022. The

average rate for a Suezmax tanker trading on a standard ‘TD20’ voyage between West Africa and Rotterdam in 2023 was an

estimated daily TCE rate of $39,700. This compares to an estimated daily TCE rate of $29,000 in 2022. The average rate for an

LR2 product tanker trading on a standard ‘TC1’ voyage between the Middle East and Japan was an estimated daily TCE rate of

$32,100 in 2023. This compares to an estimated daily TCE rate of $33,800 in 2022.

Global oil consumption averaged 101.0 million barrels per day ("mbpd") in 2023 as compared to 99.2 mbpd in 2022 according

to the EIA. Global oil supply grew by 1.8 mbpd as compared to 2022, averaging 101.8 mbpd in 2023. We continue to observe

Frontline Plc – Annual Report and Financial Statements 2023 26

the trend where non-OPEC countries increase their production as OPEC maintains their supply cut strategy. In 2023, non-

OPEC countries increased production by 2.6 mbpd. Asia continues to be the source of demand growth, causing oil to travel

further as the Middle Eastern members of OPEC retain a cap on production.

Results of Operations

Total operating revenues and voyage expenses

Change

(in thousands of $) 2023 2022 $ %

Voyage charter revenues 1,723,217 1,345,964 377,253 28.0

Time charter revenues 63,771 71,791 (8,020) (11.2)

Administrative income 15,196 12,453 2,743 22.0

Total operating revenues 1,802,184 1,430,208 371,976 26.0

Other income 24,080 8,040 16,040 199.5

Voyage expenses and commissions 618,595 605,544 13,051 2.2

Voyage charter revenues increased in the year ended December 31, 2023 as compared to the year ended December 31, 2022

primarily due to:

• an increase of $239.7 million due to increased market rates,

• an increase of $117.1 million due to the delivery of seven Suezmax tankers and two LR2/Aframax tankers on to

voyage charters as a result of the time charters coming to an end between January 2022 and December 2023, and

• an increase of $112.9 million due to the delivery of 17 VLCCs since January 1, 2022.

These factors were offset by:

• a decrease of $48.9 million due to the sale of two LR2/Aframax tankers, two Suezmax tankers and one VLCC as well

as the termination of leases for two VLCCs since January 1, 2022, and

• a decrease of $43.5 million as a result of delivery of four LR2/Aframax tankers on to long-term charters between

January 2022 and December 2023.

Time charter revenues decreased in the year ended December 31, 2023 as compared to the year ended December 31, 2022

primarily due to:

• a decrease of $61.7 million due to the termination of long-term and short-term time charters of seven Suezmax tankers

and two LR2/Aframax tankers between January 2022 and December 2023.

This decrease was offset by:

• an increase of $39.4 million due to delivery of four LR2/Aframax tankers on to long-term charters between January

2022 and December 2023, and

• an increase of $14.3 million due to delivery of two newbuildings on to long-term and short-term charters between

January 2022 and December 2023.

Voyage expenses and commissions increased in the year ended December 31, 2023 as compared to the year ended December

31, 2022 primarily due to:

• an increase of $32.5 million due to the delivery of seven Suezmax tankers and two LR2/Aframax tankers on to voyage

charters as a result of the time charters coming to an end between January 2022 and December 2023,

• an increase of $41.1 million due to the delivery of 17 VLCCs since January 1, 2022,

• an increase of $13.3 million due to increased port expenses, and

• an increase of $10.5 million due to increased commissions as a result of increased charter rates

Frontline Plc – Annual Report and Financial Statements 2023 27

These factors were offset by:

• a decrease of $31.9 million due to decreased bunker prices,

• a decrease of $27.8 million due to the sale of two LR2/Aframax tankers, two Suezmax tankers and one VLCC as well

as the termination of leases for two VLCCs since January 1, 2022, and

• a decrease of $21.3 million as a result of delivery of four LR2/Aframax tankers on to long-term charters between

January 2022 and December 2023.

Administrative income primarily comprises income earned from the technical and commercial management of vessels and

newbuilding supervision fees derived from related parties, affiliated companies and third parties. The increase in the year ended

December 31, 2023 as compared to the year ended December 31, 2022 was primarily due to:

• an increase in newbuilding supervision fees of $1.7 million as a result of an increase in the number of newbuildings

under management,

• an increase in technical management fees earned of $1.0 million, and

• an increase in miscellaneous recharges of $0.5 million.

These factors were offset by:

• a decrease in commercial management fees of $0.4 million due to decrease in number of vessels under management.

Other operating income

Change

(in thousands of $) 2023 2022 $ %

Gain on settlement of claims 397 3,998 (3,601) (90.1)

Gain on sale of vessels 21,959 4,596 17,363 377.8

Loss on termination of vessel lease — (431) 431 (100.0)

Gain (loss) on pool arrangements 1,683 (141) 1,824 (1,293.6)

Other gains 41 18 23 127.8

24,080 8,040 16,040 199.5

Gain on settlement of claims

In the year ended December 31, 2023, the Company recorded an arbitration award of $0.4 million (2022: gain of $2.5 million)

in relation to the failed sale of Dewi Maeswara. In the year ended December 31, 2022, the Company recorded $1.5 million gain

on the settlement of insurance claims for Front Altair.

Gain on sale of vessels

In the year ended December 31, 2021, the Company entered into an agreement to sell four of its scrubber-fitted LR2 tankers at a

combined purchase price of $160.0 million to SFL Tanker Holding Ltd., a company related to Hemen, its largest shareholder.

Two vessels were delivered to the new owners in December 2021 and the remaining two vessels were delivered to the new

owners in January 2022. After repayment of debt on the vessels, the transaction generated total net cash proceeds of $68.6

million, with net cash proceeds of $35.1 million recorded in the year ended December 31, 2022. The Company recorded a gain

on sale of $4.6 million in relation to the two vessels delivered in the year ended December 31, 2022.

In January 2023, the Company sold the 2009-built VLCC, Front Eminence, and the 2009-built Suezmax tanker, Front Balder,

for gross proceeds of $61.0 million and $39.5 million, respectively. The vessels were delivered to new owners in January and

February 2023, respectively. After repayment of existing debt on the vessels, the transactions generated net cash proceeds of

$63.6 million, and the Company recorded a gain on sale of $9.9 million and $2.8 million, respectively, in the year ended

December 31, 2023.

In May 2023, the Company sold the 2010-built Suezmax tanker, Front Njord, 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.

Loss on termination of lease

Frontline Plc – Annual Report and Financial Statements 2023 28

In the year ended December 31, 2022, the Company announced that its subsidiary FSL has agreed with SFL to terminate the

long-term charters for the 2004-built VLCCs, Front Force and Front Energy, upon the sale and delivery of the vessels by SFL

to an unrelated third party. The Company agreed to a total compensation payment to SFL of $4.5 million for the termination of

the current charters. The charters terminated and the vessels were delivered to the new owners in April 2022. The Company

recorded a loss on termination of $0.4 million in the year ended December 31, 2022.

Gain (loss) on pooling arrangements

In the year ended December 31, 2023, the Company recorded a $1.7 million gain (2022: $0.1 million loss) related to the

pooling arrangement with SFL between two of its Suezmax tankers, Front Odin and Front Njord, and two SFL vessels

Glorycrown and Everbright. The pooling arrangement was terminated in June 2023.

Contingent rental income

Change

(in thousands of $) 2023 2022 $ %

Contingent rental income — (623) 623 (100.0)

Contingent rental income in the year ended December 31, 2022 related to the Company's charter party contracts with SFL and

was primarily due to the fact that the actual profit share payable of nil was $0.6 million less than the amount accrued in the

lease obligation payable when the leases were recorded at fair value.

Ship operating expenses

Change

(in thousands of $) 2023 2022 $ %

Ship operating expenses 176,533 175,164 1,369 0.8

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.

Ship operating expenses increased in the year ended December 31, 2023 as compared to the year ended December 31, 2022

primarily due to:

• an increase of $11.6 million due to the delivery of 17 VLCC vessels since January 1, 2022,

These factors were partially offset by:

• a decrease of $7.4 million due to the sale of two LR2/Aframax tankers, two Suezmax tankers and one VLCC since

January 1, 2022,

• a decrease of $1.7 million due to the termination of the lease for two VLCCs since January 1, 2022, and

• a decrease of $1.2 million due to rebates received.

Administrative expenses

Change

(in thousands of $) 2023 2022 $ %

Administrative expenses 53,528 47,374 6,154 13.0

Administrative expenses increased in the year ended December 31, 2023 as compared to the year ended December 31, 2022

primarily due to:

• a $7.8 million increase staff costs primarily due to the increase in variable remuneration, primarily due to an increase

in expenses resulting from the revaluation of the synthetic option liability,

• a $1.8 million increase in costs incurred in the management of vessels, and

• a $1.8 million increase in other costs.

This factor was partially offset by:

Frontline Plc – Annual Report and Financial Statements 2023 29

• a $5.2 million decrease in legal and professional fees due to higher costs in 2022 related to the combination agreement

with Euronav.

Depreciation

Change

(in thousands of $) 2023 2022 $ %

Depreciation 230,942 165,170 65,772 39.8

Depreciation expense increased in the year ended December 31, 2023 as compared to the year ended December 31, 2022

primarily due to:

• an increase of $55.3 million as a result of the Company revising the estimated useful life of its vessels from 25 years to

20 years from January 1, 2023, and

• an increase of $21.9 million due to the delivery of 11 VLCCs and six VLCC newbuildings since January 1, 2022.

These factors were offset by:

• a decrease of $9.2 million due to the sale of two LR2/Aframax tankers, two Suezmax tankers and one VLCC since

January 1, 2022, and

• a decrease of $2.3 million due to the termination of the lease for two VLCCs since January 1, 2022.

Finance income

Change

(in thousands of $) 2023 2022 $ %

Interest income 16,496 1,463 15,033 1,027.5

Foreign currency exchange gain 1,569 16 1,553 9,706.3

18,065 1,479 16,586 1,121.4

Interest income in the year ended December 31, 2023 and the year ended December 31, 2022 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

Change

(in thousands of $) 2023 2022 $ %

Interest expense 178,498 98,712 79,786 80.8

Foreign exchange loss 335 — 335 100.0

Gain on interest rate swaps (8,039) (53,623) 45,584 (85.0)

Other financial expenses 542 241 301 124.9

171,336 45,330 126,006 278.0

Finance expense increased in the year ended December 31, 2023 as compared to the year ended December 31, 2022 primarily

due to:

• an increase of $69.5 million related to the increase in benchmark interest rates on the Company’s floating rate debt,

• an increase of $45.6 million due to the decrease in gain on interest rate swaps,

• an increase of $12.2 million due to additional borrowings relating to the delivery of six newbuildings since January 1,

2022,

• an increase of $3.0 million due to additional borrowings relating to the deliveries of 11 VLCCs in 2023, and

Frontline Plc – Annual Report and Financial Statements 2023 30

• an increase of $0.8 million in other financial items and foreign currency exchange losses.

These factors are partially offset by:

• a decrease of $2.8 million as a result of partial repayment of the senior unsecured facility with an affiliate of Hemen

since January 1, 2022, and

• a decrease of $2.3 million due to termination of the lease for two VLCC vessels and a sale of four LR2 tankers, two

Suezmax tankers and one VLCC since January 1, 2022.

Gain on marketable securities

Change

(in thousands of $) 2023 2022 $ %

Gain on marketable securities 22,989 58,359 (35,370) (60.6)

As of December 31, 2022, the Company held 13,664,613 shares in Euronav. The acquired shares were initially recognized at

their fair value of $167.7 million and the Company recorded a realized loss of $7.8 million in relation to these transactions,

being the difference between the transaction price to acquire these shares and their fair value as of the transaction dates. The

transaction price paid to acquire these shares was $175.5 million, which was the fair value of the Frontline's shares as of the

transaction dates. Based on the Euronav share price as of December 31, 2022, the fair value of the shares held in Euronav was

$232.8 million, which resulted in an unrealized gain of $65.1 million.

On October 9, 2023, in connection with the Acquisition, Frontline and Famatown had agreed to sell all their shares in Euronav

(representing in aggregate 26.12% of Euronav’s issued shares) to CMB at a price of $18.43 per share. The proceeds of the sale

of the shares have been used to partly finance the Acquisition. In the year ended December 31, 2023, the Company recognized a

gain on marketable securities in relation to the Euronav shares of $19.0 million.

In the year ended December 31, 2023, the Company recognized additional gains on marketable securities of $4.0 million,

primarily due to the revaluation of the shares held in Avance Gas.

Share of results of associated company

Change

(in thousands of $) 2023 2022 $ %

Share of results of associated company 3,383 14,243 (10,860) (76.2)

In the year ended December 31, 2023 a share of results of TFG Marine of $2.8 million (2022: $14.8 million) was recognized.

In the year ended December 31, 2023, the Company recognized a share of results of $0.6 million (2022: $0.6 million loss) of

FMS Holdco Limited.

See Note 15 to our audited Consolidated Financial Statements included herein for further details on our equity method

investments.

Dividends received

Change

(in thousands of $) 2023 2022 $ %

Dividends received 36,852 1,579 35,273 2,233.9

The increase in dividends received in the year ended December 31, 2023 is due to dividends received from investments in

marketable securities primarily related to the shares held in Euronav up until the date of disposal.

Tax

Frontline Plc – Annual Report and Financial Statements 2023 31

Change

(in thousands of $) 2023 2022 $ %

Income tax expense (205) (412) 207 (50.2)

Tax expense in the year ended December 23, 2023 and the year ended December 31, 2022 relates to corporation tax.

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 amounts due in relation to the

Acquisition, payment of commitments for upgrading vessels such as for EGCS and BWTS, and maintaining cash reserves

against fluctuations in operating cash flows. Sources of short-term liquidity include cash balances, 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, 2023 and 2022, we had cash and cash equivalents of $308.3 million and $254.5 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

$75.4 million (2022: $54.4 million,), which represents 50% (2022: 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, 2023 and 2022, no

cash was required to be posted as collateral in relation to our interest rate swaps.

As of December 31, 2023, there are no remaining vessels in the Company’s newbuilding program and there are no remaining

newbuilding commitments. The last two newbuilding contracts amounted to $144.8 million were paid in 2023, and of which

$130.0 million were financed by committed term loan facilities.

On October 9, 2023, Frontline entered into the Framework Agreement with Euronav. 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 Euronav. 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 group of relationship banks and $60.0 million under its

subordinated unsecured shareholder loan to partly finance the deliveries.

As of December 31, 2023, the Company has agreed to provide a $60.0 million guarantee in respect of the performance of its

subsidiaries, and two subsidiaries of an affiliate of Hemen, under a bunker supply arrangement with TFG Marine. As of

December 31, 2023, there are no amounts payable under this guarantee. In addition, should TFG Marine be required to provide

a parent company guarantee to its bunker suppliers or finance providers then for any guarantee that is provided by the Trafigura

Group and becomes payable, Frontline shall pay a pro rata amount based on its share of the equity in TFG Marine. The

Frontline Plc – Annual Report and Financial Statements 2023 32

maximum liability under this guarantee is $6.0 million and there are no amounts payable under this guarantee as at December

31, 2023.

In the year ended December 31, 2023, the Company repaid $134.4 million of its $275.0 million senior unsecured credit facility

with an affiliate of Hemen. The Company extended the facility by 20 months to January 4, 2026, at an interest rate of 10.0%

and otherwise on existing terms. In December 2023, the Company drew down $99.7 million under the facility to partly finance

the Acquisition. As of December 31, 2023, up to $100.0 million remains available to be drawn.

During the year ended December 31, 2023, the Company entered into forward bunker purchase arrangements with TFG Marine,

a related party, which obligate the Company to purchase and take delivery of minimum quantities of low sulfur and high sulfur

bunker fuel, at fixed prices, over the period from January 2024 to December 2024. As of December 31, 2023, the total

remaining commitment amounted to $53.7 million which is expected to be paid in 2024.

We believe that cash on hand and borrowings under our current and committed credit facilities, along with cash generated from

operating activities will be sufficient to fund our requirements for, at least, the twelve months from the date of this annual

report.

Medium to Long-term Liquidity and Cash Requirements

Our medium and long-term liquidity requirements include funding the equity portion of investments in new or replacement

vessels and repayment of bank loans. Additional sources of funding for our medium and long-term liquidity requirements

include 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 $) 2023 2022

Net cash provided by operating activities 856,181 385,330

Net cash used in investing activities (1,235,456) (257,320)

Net cash provided by financing activities 433,072 13,442

Net change in cash and cash equivalents 53,797 141,452

Cash and cash equivalents at beginning of year 254,525 113,073

Cash and cash equivalents at end of year 308,322 254,525

Net cash provided by operating activities

Net cash provided by operating activities increased by $470.9 million in the year ended December 31, 2023 as compared to the

year ended December 31, 2022.

Net cash provided by operating activities was primarily impacted by: (i) overall market conditions as reflected by TCE rates,

(ii) the size and composition of our fleet that we own, lease and charter-in, (iii) whether our vessels were operated under time

charters or voyage charters, and (iv) changes in operating assets and liabilities.

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.

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 2023, average market quoted TCE rates increased for

VLCCs, Suezmax tankers and LR2 product tankers as compared to 2022, see "Item 5. Operating Financial Review and

Prospects - A. Operating Results" The net increase in average quoted market rates led to a $236.3 million increase in

cash provided by operating activities for the year ended December 31, 2023, due to higher operating revenues. In

addition the reduction in bunker costs, also a component of TCE, in 2023 compared to 2022, resulted in a $11.1

million increase in cash provided by operating activities.

Frontline Plc – Annual Report and Financial Statements 2023 33

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 increase in cash provided by operating activities of $52.3 million. The increase is primarily due to the delivery of

17 VLCCs, offset by the sale of two LR2 tankers, two Suezmax tankers and a VLCC vessel, as well as the termination

of leases for two VLCCs, between January 1, 2022 and December 31, 2023. These changes led to an increase of $81.1

million in cash received from revenues. The aforementioned increase was partially offset by the increase in cash paid

for voyage expenses, ship operating expenses and interest of $28.8 million.

iii. The net increase in vessels trading under voyage charters in 2023 as compared to 2022 resulted in a $43.5 million

increase in cash provided by operating activities, as the previous time charters were at lower rates than the prevailing

spot market on the date of redelivery.

iv. Changes in operating assets and liabilities resulted in an increase in cash provided by operating activities of $133.6

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 2022, the rates increased significantly in the fourth quarter. In 2023, the rates continued rising. This movement

resulted in a net increase in cash generated from settlements of trade receivables. The aforementioned were offset by

the high volume of accrued operating expenses settled in 2021, in comparison to those settled in 2022, resulting in a

decrease in cash provided by operating activities.

In 2023 the Company received $7.3 million of dividends from TFG Marine, an associated company, and an increase in

dividends from marketable securities of $35.3 million, primarily due to the investment in Euronav which was subsequently

sold.

The above factors were offset by a decrease in net cash provided by operating activities due to the following:

• a $49.2 million increase in interest expense and debt issuance costs primarily as a result of additional drawdowns on

the Company's fixed and floating rate facilities.

Net cash used in investing activities

Net cash used in investing activities of $1,235.5 million in 2023 comprised mainly of:

• additions to newbuildings, vessels and equipment of $1,631.4 million, consisting of $1,107.9 million relation to the

purchased 11 VLCCs, $349.2 million prepaid consideration relating to the remaining 13 VLCCs to be delivered in

2024, $143.1 million in respect of the two newbuildings delivered in the period, $28.9 million capitalized dry docking

costs and $2.3 million paid for various vessel upgrades.

This was offset by:

• $251.8 million proceeds from the sale of investment in Euronav shares,

• $142.7 million proceeds from the sale of two Suezmax tankers tankers and a VLCC vessel, and

• $1.4 million of loan repayment from an associated company.

Net cash used in investing activities of $257.3 million in 2022 comprised mainly of:

• additions to newbuildings, vessels and equipment of $335.8 million, consisting of $303.0 million in respect of the four

newbuildings delivered in the period and the installments paid for the two remaining newbuilding contracts, $15.0

million paid for various vessel upgrades and $17.9 million capitalized dry docking costs, and

• $1.5 million in relation to additional investment in associated companies.

This was offset by:

• $80.0 million proceeds from the sale of two LR2 tankers.

Net cash provided by financing activities

Frontline Plc – Annual Report and Financial Statements 2023 34

Net cash provided by financing activities in 2023 of $433.1 million was primarily due to:

• debt drawdowns of $1,609.4 million.

These items were partially offset by:

• debt repayments of $536.6 million,

• cash dividends of $638.9 million paid, and

• lease repayments of $0.9 million.

Net cash provided by financing activities in 2022 of $13.4 million was primarily due to:

• debt drawdowns of $651.2 million

These items were partially offset by:

• debt repayments of $597.8 million,

• cash dividends of $33.4 million paid, and

• lease repayments of $6.6 million.

FINANCIAL RESULTS

The Company's profit after tax was $656.4 million for the year ended December 31, 2023 compared to a profit after tax of

$475.5 million for the year ended December 31, 2022. The total assets of the Company as of December 31, 2023 were $5,882.8

million and the net assets were $2,277.3 million, compared to $4,768.4 million and $2,259.9 million, respectively, as of

December 31, 2022.

See the Consolidated Financial Statements accompanying Notes included herein for further details.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties that the Company faces relate to tanker market volatility, ESG factors, operations,

compliance, and cyber security as follows:

Tanker market volatility

Historically, the tanker industry has been highly cyclical, with volatility in profitability, charter rates and asset values resulting

from changes in the supply of, and demand for, tanker capacity and changes in the supply of and demand for oil and oil

products. These factors may adversely affect the rates payable and the amounts we receive in respect of our vessels. The armed

conflicts in Ukraine and in Israel and Gaza have continued to disrupt energy production and trade patterns, including shipping

in the Black Sea, Red Sea and elsewhere, and its impact on energy demand and costs is expected to remain uncertain. Our

ability to re-charter our vessels on the expiration or termination of their current spot and time charters and the charter rates

payable under any renewal or replacement charters will depend upon, among other things, economic conditions in the tanker

market and we cannot guarantee that any renewal or replacement charters we enter into will be sufficient to allow us to operate

our vessels profitably. Our revenues are affected by our strategy to employ some of our vessels on time charters, which have a

fixed income for a pre-set period of time as opposed to trading ships in the spot market where their earnings are heavily

impacted by the supply and demand balance. If we are not able to obtain new contracts in direct continuation with existing

charters or for newly acquired vessels, or if new contracts are entered into at charter rates substantially below the existing

charter rates or on terms otherwise less favorable compared to existing contracts terms, our revenues and profitability could be

adversely affected.

The factors that may influence demand for tanker capacity include:

• the supply of and demand for oil and oil products;

• the supply of and demand for alternative energy sources

• global and regional economic and political conditions, including developments in international trade, including the

increased vessel attacks and piracy in the Red Sea in connection with the conflict between Israel and Hamas, national

oil reserves policies, fluctuations in industrial and agricultural production;

Frontline Plc – Annual Report and Financial Statements 2023 35

• 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;

• competition from alternative sources of energy and from other shipping companies and other modes of transport;

• international sanctions, embargoes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed

conflicts, including the conflicts between Russia and Ukraine and between Israel and Hamas;

• any restrictions on crude oil production imposed by the Organization of the Petroleum Exporting Countries, or 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;

• the degree of recycling of older vessels, depending, amongst other things, on recycling rates and international

recycling regulations;

• 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;

• port and canal congestion;

• slow-steaming of vessels;

• 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 and congestion, due to natural or other disasters and any

lockdown measures imposed by governments in regions whose economic conditions have a direct correlation demand

for tanker products, including China;

• changes in government and industry environmental and other regulations that may limit the useful lives of tankers;

• changes in national or international regulations that may effectively cause reductions in the carrying capacity of

vessels or early obsolescence of tonnage.

• environmental concerns and uncertainty around new regulations in relation to, amongst others, new technologies

which may delay the ordering of new vessels;

• the phasing of maritime shipping into the EU Emission Trading Scheme (the “ETS”), which applies to all large ships

of 5,000 gross tonnage or above; and

• government subsidies of shipbuilding;

In 2023, the tanker market was strongly impacted by geopolitical events. United States and EU/G7 sanctions against Russian oil

products officially took effect on February 5, 2023, which reinforced the trade on ton-mile recalibration that had already begun

in 2022 in anticipation of the sanctions. In early October 2023, a military conflict in the Middle East and subsequent attacks in

the region and against vessels forced several vessels to reroute away from the Red Sea. This added to the ton-mile growth

already seen from the sanctions against Russia.

Frontline Plc – Annual Report and Financial Statements 2023 36

Geopolitical factors and restrictions on Panama Canal transits similarly resulted in longer sailing patterns. The consequent trade

recalibration towards longer haul trade led to a change in tanker freight rates towards higher average levels and increased rate

volatility.

In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up

include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs,

costs associated with classification society surveys, normal maintenance costs, insurance coverage costs, and the efficiency and

age profile of the existing tanker fleet. The factors affecting the supply and demand for tankers have been volatile and are

outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable, including those

discussed above. Market conditions were volatile in 2023 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.

ESG factors

Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain

institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and in

recent years have placed increasing importance on the implications and social cost of their investments. 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.

The proposed ESG disclosures in the EU as part of the Corporate Sustainability Reporting Directive ("CSRD") are expected to

be applicable to the Company for the year ending December 31, 2025. The CSRD was driven, in part, by the European Green

Deal, a December 2019 European Commission package of policy initiatives designed to achieve climate neutrality by 2050 and

protect Europe’s natural habitat. Although the EU’s current Non-Financial Reporting Directive ("NFRD") has imposed some

requirements to disclose environmental and social impacts since 2017, the CSRD results in more companies being included in

scope and more detailed requirements. The CSRD was adopted by the European Parliament and the Council of the European

Union in November 2022 and was effective on January 5, 2023. The CSRD is a regulation aimed at promoting sustainability

and transparency in business practices. It requires large companies to disclose information on their ESG performance. The

directive aims to create a more sustainable and responsible corporate sector in the EU. The impact of the directive on businesses

is significant. It encourages companies to integrate sustainability into their strategies and operations, leading to more

responsible and transparent practices. By disclosing their ESG performance, companies are better able to identify areas for

improvement and address potential risks. The implementation of CSRD may also pose challenges for businesses. Complying

with the disclosure requirements may require additional resources and expertise. Companies may need to invest in data

collection, reporting systems, and staff training to meet the CSRD requirements. Additionally, companies operating in multiple

jurisdictions may face complexities in aligning their reporting practices with varying national regulations.

We may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on

climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result,

we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and

lenders remain invested in us and make further investments in us, especially given the highly focused and specific trade of

crude oil transportation in which we are engaged. Such ESG corporate transformation calls for an increased resource allocation

to serve the necessary changes in that sector, increasing costs and capital expenditure. If we do not meet these standards, our

business and/or our ability to access capital could be harmed.

MEPC 75 introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from

ships. These amendments introduce requirements to assess and measure the energy efficiency of all ships and set the required

attainment values, with the goal of reducing the carbon intensity of international shipping. To achieve a 40% reduction in

carbon emissions by 2023 compared to 2008, shipping companies are required to include: (i) a technical requirement to reduce

carbon intensity based on a new Energy Efficiency Existing Ship Index (“EEXI”), and (ii) operational carbon intensity

reduction requirements, based on a new operational carbon intensity indicator (“CII”). The EEXI is required to be calculated for

ships of 400 gross tonnage and above. The IMO and MEPC will calculate “required” EEXI levels based on the vessel’s

technical design, such as vessel type, date of creation, size and baseline. Additionally, an “attained” EEXI will be calculated to

determine the actual energy efficiency of the vessel. A vessel’s attained EEXI must be less than the vessel’s required EEXI.

Non-compliant vessels will have to upgrade their engine to continue to travel. With respect to the CII, the draft amendments

would require ships of 5,000 gross tonnage to document and verify their actual annual operational CII achieved against a

Frontline Plc – Annual Report and Financial Statements 2023 37

determined required annual operational CII. The vessel’s attained CII must be lower than its required CII. Vessels that

continually receive subpar CII ratings will be required to submit corrective action plans to ensure compliance. MEPC 79 also

adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and required CII values, the CII rating and

attained EEXI for existing ships in the required information to be submitted to the IMO Ship Fuel Oil Consumption Database.

MEPC 79 revised the EEDI calculation guidelines to include a CO2 conversion factor for ethane, a reference to the updated

ITCC guidelines, and a clarification that in case of a ship with multiple load line certificates, the maximum certified summer

draft should be used when determining the deadweight. The amendments will enter into force on May 1, 2024. In July 2023,

MEPC 80 approved the plan for reviewing CII regulations and guidelines, which must be completed at the latest by January 1,

2026. There will be no immediate changes to the CII framework, including correction factors and voyage adjustments, before

the review is completed.

MEPC 76 adopted amendments to the International Convention on the Control of Harmful Anti-Fouling Systems on Ships,

2001, or the AFS Convention, which have entered into force on January 1, 2023. From this date, all ships shall not apply or re-

apply anti-fouling systems containing cybutryne on or after January 1, 2023; all ships bearing an anti-fouling system that

contains cybutryne in the external coating layer of their hulls or external parts or surfaced on January 1, 2023 shall either:

remove the anti-fouling system or apply a coating that forms a barrier to this substance leaching from the underlying non-

compliance anti-fouling system. The Company does not currently apply anti-fouling systems containing cybutryne.

The Glasgow Climate Pact, an agreement reached at the COP26, calls for signatory states to voluntarily phase out unabated coal

usage and fossil fuels subsidies. COP26 also produced the Clydebank Declaration, in which 22 signatory states (including the

United States and the United Kingdom) announced their intention to voluntarily support the establishment of zero-emission

shipping routes. Governmental and investor pressure to voluntarily participate in these green shipping routes could cause the

Company to incur significant additional expenses to “green” our vessels.

Additionally, certain investors and lenders may exclude oil transport companies, such as us, from their investing portfolios

altogether due to ESG factors. These limitations in both the debt and equity capital markets may affect our ability to grow as

our plans for growth may include accessing the equity and debt capital markets. If those markets are unavailable, or if we are

unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business

strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability

to service our indebtedness. Further, it is likely that we will incur additional costs and require additional resources to monitor,

report and comply with wide ranging ESG requirements. The occurrence of any of the foregoing could have a material adverse

effect on our business and financial condition.

Operational risk

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;

• environmental accidents and pollution;

• cargo and property losses or damage; and

• business interruptions caused by mechanical failure, human error, war, terrorism, piracy, political action in various

countries, labor strikes, or adverse weather conditions.

Any of these circumstances or events could increase our costs or lower our revenues. The involvement of our vessels in an

accident or oil spill or other environmental disaster may harm our reputation as a safe and reliable tanker operator.

The hull and machinery of every commercial vessel must be certified as being "in class" by a classification society authorized

by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the

applicable rules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention. All of our

vessels are certified as being “in class” by all the applicable Classification Societies (e.g., American Bureau of Shipping,

Lloyd's Register of Shipping or DNV).

A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel's

machinery may be placed on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-

year period. We expect our vessels to be on special survey cycles for hull inspection and continuous survey cycles for

machinery inspection. Every vessel is also required to be dry docked every 30 to 60 months for inspection of its underwater

Frontline Plc – Annual Report and Financial Statements 2023 38

parts. Our vessels also undergo inspections with a view towards compliance under the Ship Inspection Report Programme

(SIRE) and the United States Coast Guard (USCG) requirements, as applicable.

Compliance with the above requirements may result in significant expense. If any vessel does not maintain its class or fails any

annual, intermediate or special survey, the vessel will be unable to trade between ports and will be unemployable and

uninsurable, which could cause us to be in violation of certain covenants in our loan agreements. Any such inability to carry

cargo or be employed, or any such violation of covenants, could have a material adverse effect on our business, results of

operations, cash flows, financial condition and ability to pay dividends.

The operation of our vessels is affected by the requirements set forth in the IMO's International Safety Management Code, (the

“ISM Code”). The ISM Code requires shipowners, ship managers and bareboat charterers to develop and maintain an extensive

"Safety Management System" that includes the adoption of a safety and environmental protection policy setting forth

instructions and procedures for safe operation and describing procedures for dealing with emergencies. If we fail to comply

with the ISM Code, we may be subject to increased liability, including the invalidation of existing insurance or a decrease of

available insurance coverage for our affected vessels and such failure may result in a denial of access to, or detention in, certain

ports. The U.S. Coast Guard and European Union authorities enforce compliance with the ISM and International Ship and Port

Facility Security Code, or the ISPS Code, and prohibit non-compliant vessels from trading in U.S. and European Union ports.

This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Given that the IMO continues to review and introduce new regulations, it is impossible to predict what additional regulations, if

any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

Because such conventions, laws, and regulations are often revised, we cannot predict the ultimate cost of complying with such

conventions, laws and regulations or the impact thereof on the resale prices or useful lives of our vessels. Additional

conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing

business and which may materially adversely affect our operations. We are required by various governmental and quasi-

governmental agencies to obtain certain permits, licenses, certificates, and financial assurances with respect to our operations.

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 on our vessels to keep them in

compliance.

The operation of tankers has unique operational risks associated with the transportation of oil. An oil spill may cause significant

environmental damage, and a catastrophic spill could exceed the insurance coverage available. Compared to other types of

vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other

cause, due to the high flammability and high volume of the oil transported in tankers.

Further, our vessels and their cargoes will be at risk of being damaged or lost because of events such as marine disasters, bad

weather and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions,

human error, war, terrorism, piracy and other circumstances or events. Changing economic, regulatory and political conditions

in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of

waterways, piracy, terrorism, labor strikes and boycotts. These hazards may result in death or injury to persons, loss of revenues

or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships and

market disruptions, delay or rerouting.

If our vessels suffer damage, they may need to be repaired at a 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.

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

Frontline Plc – Annual Report and Financial Statements 2023 39

and fluctuates based on events outside our control, including geopolitical developments, such as the ongoing conflict in the

Ukraine region and between Israel and Hamas, supply and demand for oil and gas, actions by OPEC and other oil and gas

producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Any

future increase in the cost of fuel may reduce the profitability and competitiveness of our business versus other forms of

transportation, such as truck or rail.

In addition, the entry into force, on January 1, 2020, of the 0.5% global sulfur cap in marine fuels used by vessels that are not

equipped with sulfur oxide scrubbers under MARPOL Annex VI may lead to changes in the production quantities and prices of

different grades of marine fuel by refineries and introduces an additional element of uncertainty in fuel markets, which could

result in additional costs and adversely affect our cash flows, earnings and results from operations.

Compliance risks

None of our vessels called on ports located in countries or territories that are the subject of country-wide or territory-wide

sanctions or embargoes imposed by the U.S. government or other applicable governmental authorities (“Sanctioned

Jurisdictions”) in 2023 in violation of applicable sanctions or embargo laws. 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 Jurisdictions on charterers’ instructions and/or

without our consent. If such activities result in a violation of sanctions or embargo laws, we could be subject to monetary fines,

penalties, or other sanctions, and our reputation and the market for our ordinary shares could be adversely affected.

U.S. sanctions exist under a strict liability regime. A party need not know it is violating sanctions and need not intend to violate

sanctions to be liable. We could be subject to monetary fines, penalties, or other sanctions for violating applicable sanctions or

embargo laws even in circumstances where our conduct, or the conduct of a charterer, is consistent with our sanctions-related

policies, unintentional or inadvertent.

The laws and regulations of these different jurisdictions vary in their application and do not all apply to the same covered

persons or proscribe the same activities. In addition, the sanctions and embargo laws and regulations of each jurisdiction may

be amended to increase or reduce the restrictions they impose over time, and the lists of persons and entities designated under

these laws and regulations are amended frequently. Moreover, most sanctions regimes provide that entities owned or controlled

by the persons or entities designated in such lists are also subject to sanctions. The U.S. and EU both have enacted new

sanctions programs in recent years. Additional countries or territories, as well as additional persons or entities within or

affiliated with those countries or territories, have, and in the future will, become the target of sanctions. These require us to be

diligent in ensuring our compliance with sanctions laws. Further, the U.S. has increased its focus on sanctions enforcement with

respect to the shipping sector. Current or future counterparties of ours may be affiliated with persons or entities that are or may

be in the future become the subject of sanctions imposed by the United States, EU and and/or other international bodies. If we

determine that such sanctions require us to terminate existing or future contracts to which we, or our subsidiaries, are party or if

we are found to be in violation of such applicable sanctions, our results of operations may be adversely affected, or we may

suffer reputational harm.

As a result of Russia’s actions in Ukraine and the war between Israel and Hamas, the U.S., EU and United Kingdom, together

with numerous other countries, have imposed significant economic sanctions which may adversely affect our ability to operate

in the region 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 2023,

and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as

the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in

fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business,

and could result in our reputation and the market for our securities to be adversely affected and/or some investors deciding, or

being required, to divest their interest, or not to invest, in us. In addition, certain institutional investors may have investment

policies or restrictions that prevent them from holding securities of companies that have contracts with countries or territories

identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to

divest from, our common stock may adversely affect the price at which our common stock trades. Moreover, our charterers may

violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and

those violations could in turn negatively affect our reputation. Investor perception of the value of our common stock may be

adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in countries or

territories that we operate in.

Frontline Plc – Annual Report and Financial Statements 2023 40

Our operations will be subject to numerous laws and regulations in the form of international conventions and treaties, national,

state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are

registered, which can significantly affect the ownership and operation of our vessels. Compliance with such laws and

regulations, where applicable, may require installation of costly equipment or operational changes and may affect the resale

value or useful lives of our vessels. Compliance with such laws and regulations may require us to obtain certain permits or

authorizations prior to commencing operations. Failure to obtain such permits or authorizations could materially impact our

business results of operations, financial conditions and ability to pay dividends by delaying or limiting our ability to accept

charterers. We may also incur additional costs in order to comply with other existing and future regulatory obligations,

including, but not limited to, costs relating to air emissions including greenhouse gases, the management of ballast waters,

maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other

financial assurance of our ability to address pollution incidents.

A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or

the suspension or termination of our operations. Environmental requirements can also affect the resale value or useful lives of

our vessels, could require a reduction in cargo capacity, ship modifications or operational changes or restrictions, could lead to

decreased availability of insurance coverage for environmental matters or could result in the denial of access to certain

jurisdictional waters or ports or detention in certain ports. Under local, national and foreign laws, as well as international

treaties and conventions, we could incur material liabilities, including clean-up obligations and natural resource damages

liability, in the event that there is a release of hazardous materials from our vessels or otherwise in connection with our

operations. Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous

substances, which could subject us to liability, without regard to whether we were negligent or at fault. We could also become

subject to personal injury or property damage claims relating to the release of hazardous substances associated with our existing

or historic operations. Violations of, or liabilities under, environmental requirements can result in substantial penalties, fines

and other sanctions, including, in certain instances, seizure or detention of our vessels, and could harm our reputation with

current or potential charterers of our tankers. We will be required to satisfy insurance and financial responsibility requirements

for potential oil (including marine fuel) spills and other pollution incidents. Although we have insurance to cover certain

environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims

will not have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, many environmental requirements are designed to reduce the risk of pollution, such as from oil spills, and our

compliance with these requirements could be costly. To comply with these and other regulations, including: (i) the sulfur

emission requirements of Annex VI of the International Convention for the Prevention of Marine Pollution from Ships, or

“MARPOL”, which instituted a global 0.5% (lowered from 3.5% as of January 1, 2020) sulfur cap on marine fuel consumed by

a vessel, unless the vessel is equipped with an exhaust gas cleaning system, an EGCS or scrubber, and (ii) the International

Convention for the Control and Management of Ships’ Ballast Water and Sediments of the International Maritime

Organization, or IMO, which requires vessels to install expensive ballast water treatment systems, or BWTS, we may be

required to incur additional costs to meet new maintenance and inspection requirements, develop contingency plans for

potential spills, and obtain insurance coverage. The increased demand for low sulfur fuels may increase the costs of fuel for our

vessels that do not have scrubbers. Additional conventions, laws and regulations may be adopted that could limit our ability to

do business or increase the cost of doing business and which may materially and adversely affect our operations.

We have incurred increased costs to comply with these revised standards. Additional or new conventions, laws and regulations

may be adopted that could require, among others, the installation of expensive emission control systems and could adversely

affect our business, results of operations, cash flows and financial condition. Low sulfur fuel is more expensive than standard

marine fuel containing 3.5% sulfur content and may become more expensive or difficult to obtain as a result of increased

demand. If the cost differential between low sulfur fuel and high sulfur fuel is significantly higher than anticipated, or if low

sulfur fuel is not available at ports on certain trading routes, it may not be feasible or competitive to operate our vessels on

certain trading routes without installing scrubbers or without incurring deviation time to obtain compliant fuel. Scrubbers may

not be available to be installed on such vessels at a favorable cost or at all if we seek them at a later date. Further, there is 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. As of December 31, 2023, 47 of the vessels

owned by the Company are fitted with scrubbers, of which 25 vessels were delivered to the Company with scrubbers fitted. As

of December 31, 2023, the Company has incurred $91.4 million since 2018 on the purchase and installation of scrubbers on 30

vessels, of which two were sold in 2021, two were sold in 2022, the leases on two vessels were terminated in 2022 and a further

two were sold in 2023.

Furthermore, depending on the date of the International Oil Pollution Prevention, or IOPP, renewal survey, existing vessels

constructed before September 8, 2017 must comply with the updated D-2 standard on or after September 8, 2019. For most

Frontline Plc – Annual Report and Financial Statements 2023 41

vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate

unwanted organisms. Ships constructed on or after September 8, 2017 are to comply with the D-2 standards on or after

September 8, 2017. As of December 31, 2023, the Company has incurred $22.8 million since 2018 to comply with these

regulations.

Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit, or VGP program and

the U.S. National Invasive Species Act, or NISA, are currently in effect to regulate ballast discharge, exchange and installation,

the Vessel Incidental Discharge Act, or VIDA, which was signed into law on December 4, 2018, requires that the U.S.

Environmental Protection Agency, or EPA, develop national standards of performance for approximately 30 discharges, similar

to those found in the VGP within two years. On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for

Vessel Incidental Discharge National Standards of Performance under VIDA. On October 18, 2023, the EPA published a

supplemental notice of the proposed rule sharing new ballast water data received from the U.S. Coast Guard (“USCG”) and

providing clarification on the proposed rule. The public comment period for the proposed rule ended on December 18, 2023.

Once EPA finalizes the rule (possibly by Fall 2024), USCG must develop corresponding implementation, compliance and

enforcement regulations regarding ballast water within two years. The new regulations could require the installation of new

equipment, which may cause us to incur substantial costs.

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

We may operate in a number of countries throughout the world, including countries known to have a reputation for corruption.

We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business

conduct and ethics which is consistent and in full compliance with the U.S. Foreign Corrupt Practices Act of 1977, or the FCPA

and other anti-bribery legislation. We are subject, however, to the risk that we, our affiliated entities or our or their respective

officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including

the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of

operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In

addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting,

investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our

senior management. Though we have implemented monitoring procedures and required policies, guidelines, contractual terms

and audits, these measures may not prevent or detect failures by our agents or intermediaries regarding compliance.

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. Please see Notes 23 and 25 to our consolidated

financial statements herein for further details.

Cyber security risk

We rely on our computer systems and network infrastructure across our operations, including on our vessels. The safety and

security of our vessels and efficient operation of our business, including processing, transmitting and storing electronic and

financial information, are dependent on computer hardware and software systems, which are increasingly vulnerable to security

breaches and other disruptions. Any significant interruption or failure of our information systems or any significant breach of

security could adversely affect our business and results of operations.

Our vessels rely on information systems for a significant part of their operations, including navigation, provision of services,

propulsion, machinery management, power control, communications and cargo management. We have in place safety and

security measures on our vessels and onshore operations to secure our vessels against cyber-security attacks and any disruption

to their information systems. However, these measures and technology may not adequately prevent security breaches despite

our continuous efforts to upgrade and address the latest known threats. A disruption to the information system of any of our

vessels could lead to, among other things, wrong routing, collision, grounding and propulsion failure.

Beyond our vessels, we rely on industry accepted security measures and technology to securely maintain confidential and

proprietary information maintained on our information systems. However, these measures and technology may not adequately

prevent security breaches. The technology and other controls and processes designed to secure our confidential and proprietary

Frontline Plc – Annual Report and Financial Statements 2023 42

information, detect and remedy any unauthorized access to that information were designed to obtain reasonable, but not

absolute, assurance that such information is secure and that any unauthorized access is identified and addressed appropriately.

Such controls may in the future fail to prevent or detect, unauthorized access to our confidential and proprietary information. In

addition, the foregoing events could result in violations of applicable privacy and other laws. If confidential information is

inappropriately accessed and used by a third party or an employee for illegal purposes, we may be responsible to the affected

individuals for any losses they may have incurred as a result of misappropriation. In such an instance, we may also be subject to

regulatory action, investigation or liable to a governmental authority for fines or penalties associated with a lapse in the

integrity and security of our information systems. Furthermore, from May 25, 2018, data breaches on personal data, as defined

in the General Data Protection Regulation 2016/679 (EU), could lead to administrative fines up to €20 million or up to 4% of

the total worldwide annual turnover of the company, whichever is higher.

Our operations, including our vessels, and business administration could be targeted by individuals or groups seeking to

sabotage or disrupt such systems and networks, or to steal data, and these systems may be damaged, shutdown or cease to

function properly (whether by planned upgrades, force majeure, telecommunications failures, hardware or software break-ins or

viruses, other cyber-security incidents or otherwise). For example, the information systems of our vessels may be subject to

threats from hostile cyber or physical attacks, phishing attacks, human errors of omission or commission, structural failures of

resources we control, including hardware and software, and accidents and other failures beyond our control. The threats to our

information systems are constantly evolving, and have become increasingly complex and sophisticated. Furthermore, such

threats change frequently and are often not recognized or detected until after they have been launched, and therefore, we may be

unable to anticipate these threats and may not become aware in a timely manner of such a security breach, which could

exacerbate any damage we experience.

We may be required to expend significant capital and other resources to protect against and remedy any potential or existing

security breaches and their consequences. A cyber-attack could result in significant expenses to investigate and repair security

breaches or system damages and could lead to litigation, fines, other remedial action, heightened regulatory scrutiny and

diminished customer confidence. In addition, our remediation efforts may not be successful and we may not have adequate

insurance to cover these losses.

The unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could

disrupt our business and could have a material adverse effect on our business, results of operations, cash flows and financial

condition.

Additionally, cybersecurity researchers have observed increased cyberattack activity, and warned of heightened risks of

cyberattacks, in connection with the conflicts between Russia and Ukraine and between Israel and Hamas. To the extent such

attacks have collateral effects on global critical infrastructure or financial institutions, such developments could adversely affect

our business, operating results and financial condition. At this time, it is difficult to assess the likelihood of such a threat and

any potential impact at this time.

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, 2023, the Company's outstanding debt which was at variable interest rates, net of the amount subject to

interest rate swap agreements, was $2,741.8 million. Based on this, a one percentage point increase in annual SOFR interest

rates would increase its annual interest expense by approximately $27.4 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

Frontline Plc – Annual Report and Financial Statements 2023 43

translation risk, which is the impact of currency fluctuations in the translation of foreign operations and foreign assets and

liabilities into U.S. dollars in the consolidated financial statements.

Inflation

Significant global inflationary pressures (such as the war between Russia and the Ukraine) increase operating, voyage, general

and administrative, and financing costs. Historically, shipping companies are accustomed to navigating in shipping downturns,

coping with inflationary pressures and monitoring costs to preserve liquidity, as they typically encourage suppliers and service

providers to lower rates and prices.

Although inflation has had a moderate impact on our vessel operating expenses, insurance and corporate overheads,

management does not consider inflation to be a significant risk to direct costs in the current and foreseeable economic

environment. Oil transportation is a specialized area and the number of vessels is increasing. There will therefore be an

increased demand for qualified crew and this has and will continue to put inflationary pressure on crew costs. However, in a

shipping downturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to

preserve liquidity and encourage suppliers and service providers to lower rates and prices in the event of a downturn.

Price Risk

Our exposure to equity securities price risk arises from marketable securities held by the Company which are listed equity

securities and are carried at FVTPL unless the election to present subsequent changes in the investment's fair value in OCI is

made.

Interest Rate Swap Agreements

In February 2016, the Company entered into an interest rate swap with DNB whereby the floating interest on notional debt of

$150.0 million was switched to fixed rate. The contract had a forward start date of February 2019. In the year ended December

31, 2020, the Company entered into three interest rate swaps with DNB whereby the floating interest rate on notional debt

totaling $250.0 million was switched to a fixed rate. In the year ended December 31, 2020, the Company entered into two

interest rate swaps with Nordea Bank whereby the floating interest rate on notional debt totaling $150.0 million was switched to

a fixed rate. The aggregate fair value of these swaps at December 31, 2023 was an asset of $39.1 million (2022: $54.0 million)

and a liability of nil (2022: nil). The fair value (Level 2) of the Company’s interest rate swap agreements is the estimated

amount that the Company would receive or pay to terminate the agreements at the reporting date, taking into account, as

applicable, fixed interest rates on interest rate swaps, current interest rates, forward rate curves and the current credit worthiness

of both the Company and the derivative counterparty. The estimated fair value is the present value of future cash flows. The

Company recorded a gain on these interest rate swaps of $8.0 million in 2023 (2022: gain of $53.6 million).

DIVIDENDS

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 per share for the first quarter of 2023. In February 2023,

we declared a dividend of $0.30 per share for the third quarter and a dividend of $0.77 per share for the fourth quarter of 2022.

In August 2022, we declared a dividend of $0.15 per share for the second quarter of 2022. No dividends were declared in 2021.

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 2023.

SHARE CAPITAL AND PREMIUM

Authorized capitalization

The authorized share capital of the Company as of December 31, 2023 is $600,000,000 (2022: $600,000,000) divided into

600,000,000 shares (2022: 600,000,000) of $1.00 nominal value each, of which 222,622,889 shares (December 31, 2022:

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, 2023

Shares outstanding at January 1, 2021 197,692,321

Shares issued under ATM program

5,499,658

Frontline Plc – Annual Report and Financial Statements 2023 44

Shares issued on exercise of options

339,000

Shares outstanding at December 31, 2021 203,530,979

Shares issued in connection with Euronav share acquisition 19,091,910

Shares outstanding at December 31, 2022 and 2023 222,622,889

Euronav share acquisition

On May 28, 2022, the Company announced that it agreed to acquire in privately negotiated share exchange transactions with

certain shareholders of Euronav a total of 5,955,705 shares in Euronav, representing 2.95% of the outstanding shares in

Euronav as of this date, in exchange for a total of 8,337,986 ordinary shares of Frontline. Frontline received the $0.06 dividend

that was paid on June 8, 2022 by Euronav in respect of these 5,955,705 shares.

On June 10, 2022, the Company announced that it agreed to acquire in privately negotiated transactions with certain

shareholders of Euronav a total of 7,708,908 shares in Euronav, representing 3.82% of the outstanding shares in Euronav as of

this date, in exchange for a total of 10,753,924 shares in Frontline.

In connection with the above-referenced privately negotiated share exchange transactions, Frontline entered into a share lending

arrangement with Hemen to facilitate settlement of such transactions. Pursuant to such arrangement Hemen delivered an

aggregate of 19,091,910 Frontline shares to the exchanging Euronav holders in June 2022 and Frontline agreed to issue to

Hemen the same number of Frontline shares in full satisfaction of the share lending arrangement. This share issuance to Hemen

was completed in August 2022.

As of December 31, 2022, the Company held 13,664,613 shares in Euronav, as a result of the above transactions. The acquired

shares were initially recognized at their fair value of $167.7 million and the Company recorded a loss of $7.8 million in relation

to these transactions, being the difference between the transaction price to acquire these shares and their fair value as of the

transaction dates. The transaction price paid to acquire these shares was $175.5 million, which was the fair value of the

Frontline's shares as of the transaction dates.

BOARD OF DIRECTORS

The members of the Board of Directors as of December 31, 2023 and at the date of this report, as well as changes in the

composition during 2023 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 April 26, 2024, the beneficial interests of our directors and officers in our ordinary shares were as follows:

Director or Officer

Ordinary

of $1.00 each

Percentage of

ordinary shares

outstanding

Ola Lorentzon 24,000 Less than 1%

John Fredriksen 198,000 Less than 1%

James O'Shaughnessy

— —

Ole B. Hjertaker

—

Steen Jakobsen

— —

Marios Demetriades — —

Lars H. Barstad

—

Inger M. Klemp 300,000

Less than 1%

EVENTS AFTER THE BALANCE SHEET DATE

See Note 25 to our audited Consolidated Financial Statements included herein for further details.

Frontline Plc – Annual Report and Financial Statements 2023 45

BRANCHES

The Company did not operate through any branches during the year.

INDEPENDENT AUDITORS

The independent auditors, PricewaterhouseCoopers Limited, have expressed their willingness to continue in office. A resolution

giving authority to the Board of Directors to fix their remuneration was passed at the Annual General Meeting on December 12,

2023.

On behalf of the Board of Directors of Frontline Plc

April 26, 2024

Frontline Plc – Annual Report and Financial Statements 2023 46

Frontline plc

Consolidated Statements of Profit or Loss for the years ended December 31, 2023, 2022 and 2021

(in thousands of $, except per share amounts)

Note 2023 2022 2021

Revenues and other operating income

Revenues 4 1,802,184 1,430,208 749,381

Other operating income 4 24,080 8,040 4,060

Total revenues and other operating income 1,826,264 1,438,248 753,441

Operating expenses

Voyage expenses and commissions 5 618,595 605,544 392,697

Ship operating expenses 5 176,533 175,164 164,246

Administrative expenses 5 53,528 47,374 26,424

Depreciation 12, 13 230,942 165,170 165,205

Contingent rental income 22 — (623) (3,606)

Total operating expenses 1,079,598 992,629 744,966

Net operating income 746,666 445,619 8,475

Other income (expenses)

Finance income 6 18,065 1,479 121

Finance expense 6 (171,336) (45,330) (44,244)

Gain on marketable securities 9 22,989 58,359 7,677

Share of results of associated companies 15 3,383 14,243 (724)

Dividends received 7, 9 36,852 1,579 18,367

Net other income (expenses) (90,047) 30,330 (18,803)

Profit (loss) before income taxes 656,619 475,949 (10,328)

Income tax expense 7 (205) (412) (4,633)

Profit (loss) for the period 656,414 475,537 (14,961)

Basic and diluted earnings (loss) per share 8 2.95 2.22 (0.08)

See accompanying Notes that are an integral part of these Consolidated Financial Statements.

Frontline Plc – Annual Report and Financial Statements 2023 47

Frontline plc

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021

(in thousands of $)

Note 2023 2022 2021

Comprehensive income (loss)

Profit (loss) for the period

656,414

475,537 (14,961)

Items that may be reclassified to profit or loss:

Foreign currency translation gain (loss)

(39)

226 28

Other comprehensive income (loss) (39) 226 28

Comprehensive income (loss) 656,375 475,763 (14,933)

See accompanying Notes that are an integral part of these Consolidated Financial Statements.

Frontline Plc – Annual Report and Financial Statements 2023 48

Frontline plc

Consolidated Statements of Financial Position as of December 31, 2023 and 2022

(in thousands of $)

Note

December 31,

2023

December 31,

2022

ASSETS

Current Assets

Cash and cash equivalents 308,322 254,525

Marketable securities 9 7,432 236,281

Trade and other receivables 10 124,647 139,467

Related party receivables 22 19,292 13,485

Inventories 5 135,161 107,114

Voyages in progress 110,061 110,638

Prepaid expenses and accrued income 15,753 14,255

Other current assets 7,258 5,285

Total current assets 727,926 881,050

Non-current assets

Newbuildings 11 — 47,991

Vessels and equipment 12 4,633,169 3,650,652

Right-of-use assets 13 2,236 3,108

Goodwill 14 112,452 112,452

Derivative instruments receivable 19 39,117 53,993

Investment in associated companies 15 12,386 16,302

Loan notes receivable 15 — 1,388

Prepaid consideration 12 349,151 —

Other non-current assets 6,329 1,507

Total assets 5,882,766 4,768,443

LIABILITIES AND EQUITY

Current liabilities

Short-term debt and current portion of long-term debt 17 261,999 277,854

Current portion of obligations under leases 18 1,104 1,024

Related party payables 22 47,719 31,248

Trade and other payables 16 98,232 81,533

Total current liabilities 409,054 391,659

Non-current liabilities

Long-term debt 17 3,194,464 2,112,460

Obligations under leases 18 1,430 2,372

Other non-current payables 16 472 2,053

Total liabilities 3,605,420 2,508,544

Equity

Share capital 20 222,623 222,623

Additional paid in capital 604,687 604,687

Contributed surplus 1,004,094 1,004,094

Accumulated other reserves 415 454

Retained earnings 445,999 428,513

Frontline Plc – Annual Report and Financial Statements 2023 49

Total equity attributable to the shareholders of the Company 2,277,818 2,260,371

Non-controlling interest (472) (472)

Total equity 2,277,346 2,259,899

Total liabilities and equity 5,882,766 4,768,443

See accompanying Notes that are an integral part of these Consolidated Financial Statements.

On April 26, 2024, the Board of Directors of Frontline Plc authorized these consolidated financial statements for issue.

Frontline Plc – Annual Report and Financial Statements 2023 50

Frontline plc

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

(in thousands of $)

Note 2023 2022 2021

Profit (loss) for the period 656,414 475,537 (14,961)

Adjustments to reconcile profit (loss) for the period to net cash

provided by operating activities:

Net finance expense 6 153,271 43,851 44,123

Depreciation 12, 13 230,942 165,170 165,205

Gain on sale of vessels 4 (21,959) (4,596) (3,225)

Loss on termination of leased vessels 4 — 431 —

Amortization of acquired time charters — (2,806) (5,045)

Contingent rental income 22 — (623) (3,606)

Gain on marketable securities 9 (22,989) (58,359) (7,677)

Share of results from associated companies 15 (3,383) (14,243) 724

Stock option expense 21 10,719 4,700 185

Dividend received from associated companies 15 7,298 — —

Other, net 182 674 —

Changes in operating assets and liabilities:

Trade accounts receivable 10 10,269 (59,581) (22,449)

Other receivables 10 4,549 (6,351) 7,216

Inventories 5 (28,249) (26,410) (22,929)

Voyages in progress 576 (72,146) (3,787)

Prepaid expenses and accrued income (1,498) (5,356) (1,174)

Other current assets (1,968) (1,435) (1,128)

Trade accounts payable 16 (193) 5,667 (5,533)

Accrued expenses 16 1,104 30,022 (3,485)

Related party balances 22 10,666 (6,813) 18,968

Other current payables 16 (3,605) 678 135

Change in restricted cash 19 — — 14,928

Other (163) (387) (2,816)

Interest paid 6 (165,193) (83,039) (60,477)

Debt issuance costs paid (20,020) (4,349) (8,050)

Interest received 6 39,411 5,094 119

Net cash provided by operating activities 856,181 385,330 85,261

Investing activities

Additions to newbuildings, vessels and equipment 11, 12 (1,631,423) (335,815) (473,761)

Purchase of marketable securities 9 — — (357)

Proceeds from sale of vessels 4 142,740 80,000 80,000

Investment in associated companies 15 — (1,505) —

Cash inflow on repayment of loan to associated companies 15 1,388 — —

Net cash inflow on sale of subsidiary — — 5,625

Proceeds from sale of marketable securities 9 251,839 — 14,074

Net cash used in investing activities (1,235,456) (257,320) (374,419)

Financing activities

Net proceeds from issuance of shares 20 — — 52,447

Proceeds from issuance of debt 17 1,609,449 651,248 403,868

Frontline Plc – Annual Report and Financial Statements 2023 51

Repayment of debt 17 (536,587) (597,834) (219,521)

Repayment of obligations under leases 18 (862) (2,123) (9,284)

Lease termination payments 22 — (4,456) —

Cash dividends paid 8 (638,928) (33,393) —

Net cash provided by financing activities 433,072 13,442 227,510

Net change in cash and cash equivalents 53,797 141,452 (61,648)

Cash and cash equivalents at beginning of year 254,525 113,073 174,721

Cash and cash equivalents at end of year 308,322 254,525 113,073

Supplemental disclosure of cash flow information:

Income taxes paid 7 122 199 4,986

See accompanying Notes that are an integral part of these Consolidated Financial Statements.

Frontline Plc – Annual Report and Financial Statements 2023 52

Frontline plc

Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021

(in thousands of $, except number of shares)

Note 2023 2022 2021

Number of shares outstanding

Balance at the beginning of the year 222,622,889 203,530,979 197,692,321

Shares issued on exercise of options 20 — — 339,000

Shares issued under ATM program 20 — — 5,499,658

Shares issued in connection with Euronav share acquisition 20 — 19,091,910 —

Balance at the end of the year 222,622,889 222,622,889 203,530,979

Share capital

Balance at the beginning of the year 222,623 203,531 197,692

Shares issued on exercise of options 20 — — 339

Shares issued under ATM program 20 — — 5,500

Shares issued in connection with Euronav share acquisition 20 — 19,092 —

Balance at the end of the year 222,623 222,623 203,531

Additional paid in capital

Balance at the beginning of the year 604,687 448,291 402,021

Stock compensation expense 21 — — (338)

Shares issued on exercise of options 20 — — 1,593

Shares issued under ATM program 20 — — 45,015

Shares issued in connection with Euronav share acquisition 20 — 156,396 —

Balance at the end of the year 604,687 604,687 448,291

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 454 228 200

Other comprehensive income (loss) (39) 226 28

Balance at the end of the year 415 454 228

Retained earnings (deficit)

Balance at the beginning of the year 428,513 (13,631) 1,330

Profit (loss) for the period 656,414 475,537 (14,961)

Cash dividends 8 (638,928) (33,393) —

Balance at the end of the year 445,999 428,513 (13,631)

Total equity attributable to the shareholders of the Company 2,277,818 2,260,371 1,642,513

Non-controlling interest

Balance at the beginning and the end of the year (472) (472) (472)

Total equity 2,277,346 2,259,899 1,642,041

See accompanying Notes that are an integral part of these Consolidated Financial Statements

Frontline Plc – Annual Report and Financial Statements 2023 53

Frontline plc

Notes to Consolidated Financial Statements

1. GENERAL INFORMATION

Frontline plc (formerly Frontline Ltd.), the Company or Frontline, is an international shipping company formerly incorporated

in Bermuda as an exempted company under the Bermuda Companies Law of 1981 on June 12, 1992. At a Special General

Meeting on December 20, 2022, the Company's shareholders agreed to redomicile the Company to the Republic of Cyprus

under the name of Frontline plc (the “Redomiciliation”). The Company was officially redomiciled to Cyprus on December 30,

2022.

The business, assets and liabilities of Frontline Ltd. and its subsidiaries prior to the Redomiciliation were the same as Frontline

plc immediately after the Redomiciliation on a consolidated basis, as well as its fiscal year. In addition, the directors and

executive officers of the Frontline plc immediately after the Redomiciliation were the same individuals who were directors and

executive officers, respectively, of Frontline Ltd. immediately prior to the Redomiciliation.

Prior to the Redomiciliation, Frontline Ltd.’s ordinary shares were listed on the New York Stock Exchange (“NYSE”) and Oslo

Stock Exchange (“OSE”) under the symbol “FRO”. Upon effectiveness of the Redomiciliation, the Company’s ordinary shares

continue to be listed on the NYSE and OSE and commenced trading under the new name Frontline plc and the new CUSIP

number M46528101 and the new ISIN CY0200352116 on the NYSE on January 3, 2023 and on the OSE on January 13, 2023.

Frontline plc’s Legal Entity Identifier number was not affected by the Redomiciliation and remains the same.

The Company operates oil tankers of two sizes: VLCCs, which are between 200,000 and 320,000 dwt, and Suezmax tankers,

which are vessels between 120,000 and 170,000 dwt, and operates LR2/Aframax tankers, which are clean product tankers, and

range in size from 110,000 to 115,000 dwt. The Company operates through subsidiaries located in Cyprus, Bermuda, Liberia,

the Marshall Islands, Norway, the United Kingdom, Singapore and China. The Company is also involved in the charter,

purchase and sale of vessels.

As of December 31, 2023, the Company's fleet consisted of 76 owned vessels, with an aggregate capacity of approximately

15.9 million DWT (33 VLCCs, 25 Suezmax tankers and 18 LR2/Aframax tankers).

2. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of presentation

Our consolidated financial statements are prepared in accordance with IFRS® Accounting Standards ("IFRS") as adopted by

the European Union.

The financial statements were approved by the Board of Directors on April 26, 2024, and authorized for issue.

2. Use of judgements and estimates

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements,

estimates and assumptions that affect the application of the Company's accounting policies and the reported amounts of assets

and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various

other factors that are believed to be reasonable under the circumstances, the results of which are the basis of making the

judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may

differ from these estimates.

The estimates and underlying assumptions are reviewed periodically. Revisions to estimates are recognized in the period in

which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the

revision affects both current and future periods.

Information about judgements and area where significant estimates have been made in applying accounting policies that have

the most significant effects on the amounts recognized in the consolidated financial statement is included in the following notes:

Note 12 - Depreciation: The cost of the vessels less estimated residual value is depreciated on a straight-line basis over

the vessels' estimated remaining economic useful lives. The selection of an appropriate useful economic life requires

Frontline Plc – Annual Report and Financial Statements 2023 54

significant estimation. In addition, residual value may vary due to changes in market prices on scrap. See policy 8.3.

for further details.

Change in useful life of vessels

Historically the Company has applied a 25 year useful economic life to its vessels. The Company reviews estimated

useful lives and residual values each year. Estimated useful lives may change due to changed end user requirements,

costs related to maintenance and upgrades, technological development and competition as well as industry,

environmental and legal requirements. Specifically, the Company has noted that many of our customers apply stringent

vetting requirements to vessels to ensure that the most rigorous technical standards are adhered to in their value chain.

As a result, many customers apply age criteria to the vessels they are willing to charter. In recent years, the Company

has noted a two-tier market forming, with vessels under 20 years of age, or lower, favored by top tier charterers, and

vessels over 20 years being considered candidates for recycling, or being utilized in markets other than the spot market

in which we primarily compete. Furthermore, as a result of the increased focus on environmental factors for both

owners and investors it is expected that the competitive age threshold for a vessel may decrease as costs to comply

with upcoming regulations may increase moving forward. As of December 31, 2022, the Company revised the

estimated useful life of its vessels from 25 years to 20 years as a result of its analysis of the aforementioned factors.

This change in estimate was applied prospectively from January 1, 2023 and did not result in any restatement to the

prior year consolidated financial statements.

• Note 12 - Vessel impairment: The carrying amounts of the Company's vessels may not represent their fair market

value at any point in time since the market prices of secondhand vessels tend to fluctuate with changes in charter rates

and the cost of newbuildings. Historically, both charter rates and vessel values tend to be cyclical. When events and

changes in circumstances indicate that the carrying amount of the asset or Cash Generating Unit ("CGU") might not be

recovered, the Company performs an impairment test whereby the carrying amount of the asset or CGU is compared to

its recoverable amount, which is the greater of its value in use, based on discounted cash flows, and its fair value less

cost to sell. In developing estimates of future cash flows in order to assess value in use, the Company must make

assumptions about future performance, with significant assumptions being related to charter rates, ship operating

expenses, utilization, dry docking and other capital requirements, residual value, the estimated remaining useful lives

of the vessels and the probability of lease terminations for right-of-use assets. These assumptions are based on

historical trends as well as future expectations. See policy 10.2. for further details.

• Note 14 - Goodwill impairment: The process of evaluating the potential impairment of goodwill is highly subjective

and requires significant judgment at many points during the analysis. Our future operating results may be affected by

potential impairment charges related to goodwill. Events or circumstances may occur that could negatively impact our

ordinary share price, including changes in our anticipated revenues and profits and our ability to execute on our

strategies. See policy 10.2. for further details.

Measurement of fair values

A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and

non-financial assets and liabilities. When measuring the fair value of an asset or a liability, the Company uses market

observable data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs

used in the valuation techniques as follows.

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly

(i.e. as prices) or indirectly (i.e. derived from prices).

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability might be categorized in different levels of the fair value

hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the

lowest level input that is significant to the entire measurement. The Company recognizes transfers between levels of the fair

value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the following notes:

• Note 9 - Marketable securities

• Note 12 - Vessel impairment

• Note 14 - Goodwill impairment

Frontline Plc – Annual Report and Financial Statements 2023 55

• Note 19 - Financial instruments; and

• Note 21 - Share options

3. Principles of consolidation

The consolidated financial statements include the accounts for us and our wholly and majority owned subsidiaries.

Intercompany accounts and transactions have been eliminated on consolidation. The results of acquired companies are included

in our Consolidated Statement of Profit or Loss from the date of acquisition.

For investments in which we have significant influence over the operating and financial policies, the equity method of

accounting is used. Accordingly, our share of the earnings and losses of these companies are included in the share of results of

associated companies in the Consolidated Statements of Profit or Loss.

4. Foreign currency

Our functional currency is the U.S. dollar. Transactions in foreign currencies are translated to U.S. dollars at the foreign

exchange rate applicable at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the

end of the reporting period are translated to U.S. dollars at the foreign exchange rate applicable at that date. Non-monetary

assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at

the date of the transaction. Foreign exchange differences arising on translation are generally recognized in profit or loss.

5. Financial Instruments

Recognition and initial measurement

Trade and other receivables and trade and other payables are initially recognized when they are originated. All other financial

assets and financial liabilities (including financial assets designated as Fair Value through Other Comprehensive Income

("FVOCI")) are initially recognized on the trade date, which is the date that the Company becomes a party to the contractual

provisions of the instrument.

Financial assets are initially measured at their transaction price including any transaction costs, except equity instruments

designated as Fair Value through Profit or Loss ("FVTPL") or FVOCI, which are measured at fair value.

Financial liabilities are recognized initially at their transaction price less any directly attributable transaction costs.

The fair values of equity investments are based on quoted prices.

Financial assets and liabilities are not offset and are presented gross in the Consolidated Statement of Financial Position unless

the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the

liability simultaneously.

5.1. Financial assets

Classification and subsequent measurement

On initial recognition, a financial asset is classified and measured at: amortized cost; FVOCI- equity instrument; or FVTPL.

The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is

managed and its contractual cash flow characteristics.

Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for

managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period

following the change in the business model.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

• It is held within a business model whose objectives is to hold assets to collect contractual cash flows; and

• Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the

principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present

subsequent changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis.

Frontline Plc – Annual Report and Financial Statements 2023 56

All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This

includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that

otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or

significantly reduces an accounting mismatch that would otherwise arise.

Marketable securities

Marketable securities held by the Company are listed equity securities and are classified and measured at FVTPL unless the

election to present subsequent changes in the investment's fair value in OCI is made. No such elections have been made by the

Company.

Derecognition

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers

the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of

the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards

of ownership and it does not retain control of the financial asset.

5.2. Financial liabilities

Classification and subsequent measurement

Financial liabilities are classified as measured at amortized cost or FVTPL.

A financial liability is classified as at FVTPL if it is a derivative. Financial liabilities at FVTPL are measured at fair value and

gains and losses are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense is

recognized in profit or loss unless the interest is capitalized as borrowing costs. Non-derivative financial liabilities comprise

loans and borrowings, lease liabilities and trade and other payables.

Derecognition

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expired. The

Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are

substantially different, in which case a new financial liability based on the modified terms is recognized.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid

(including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

Debt issuance costs

Debt issuance costs, including debt arrangement fees, are capitalized and amortized using the effective interest method over the

term of the relevant loan. Amortization of debt issuance costs is included in interest expense. If a loan is repaid early, any

unamortized portion of the related debt issuance costs is expensed in the period in which the loan is repaid. Debt modifications

are accounted for prospectively and any applicable new debt issuance costs are deferred and amortized together with the

existing unamortized debt issuance costs as of the date of the modification. The Company has recorded debt issuance costs as a

deduction from the carrying amount of debt.

5.3. Derivative financial instruments

The Company enters into interest rate swap transactions from time to time to hedge a portion of its exposure to floating interest

rates. These transactions involve the conversion of floating rates into fixed rates for an agreed period without an exchange of

underlying principal. The fair values of the interest rate swap contracts are recognized as assets or liabilities. None of the

interest rate swaps qualify for hedge accounting. Changes in fair values of the interest rate swap contracts are recognized net of

interest income or expense in profit or loss within Finance expense. Cash outflows and inflows resulting from the interest rate

swap contracts are classified as cash flows from operations in the Consolidated Statement of Cash Flows to align with the

classification of the underlying finance costs.

IFRS 9 applies to contracts to buy or sell a non-derivative non-financial item that can be settled net in cash or another financial

instrument, or by exchanging financial instruments, as if the contracts were financial instruments, with the exception of

contracts that were entered into and continue to be held for the purpose of the receipt or delivery of a non-financial item in

accordance with the entity’s expected purchase, sale or usage requirements.

6. Cash and cash equivalents

Frontline Plc – Annual Report and Financial Statements 2023 57

Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily

convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash and cash

equivalents that are restricted as to their use are classified separately in the Consolidated Statement of Financial Position, either

as Restricted cash or another financial statement line item based on the nature of the balance. Cash and cash equivalents that are

restricted as to their use for at least 12 months following the balance sheet date, and/or are non-current in nature are classified as

non-current assets. Changes in restricted cash are classified and presented in the Consolidated Statement of Cash Flows based

on the nature of the underlying transaction.

7. Inventories

Inventories comprise principally of bunkers and lubricating oils and are stated at the lower of cost and net realizable value. Cost

is determined on a first-in, first-out basis. Bunkers and lubricating oils expense is recognized in profit or loss upon

consumption.

8. Vessels and equipment

8.1 Owned assets

Vessels and items of equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes

expenditure that is directly attributable to the acquisition of the asset. The cost of assets includes;

• The cost of materials and direct labour;

• Any other costs directly attributable to bringing the assets to a working condition for their intended use; and

• Capitalized borrowing costs.

Gains and losses on disposal of a vessel or of another item of equipment are determined by comparing the net proceeds from

disposal with the carrying amount of the vessel or the item of equipment and are recognized in profit or loss. For the sale of

vessels, transfer of risks and rewards usually occurs upon delivery of the vessel to the new owner.

8.2 Newbuildings

Newbuildings represent vessels under construction and are carried at the amounts paid or payable according to the installments

in the contract and capitalized borrowing costs. Installments are often linked to milestones such as signing of contract, steel

cutting, keel laying, launching and delivery. Borrowing costs are capitalized during construction of newbuildings based on

accumulated expenditures for the applicable project at the Company's current weighted average rate of borrowing.

Refer to accounting policy 10.2. for impairment considerations for owned vessels and newbuildings.

8.3. Depreciation

Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of vessels and items of

equipment. Right-of-use assets are depreciated using the straight-line method from the commencement date to the end of the

lease term, unless the cost of the right-of-use asset reflects that the Company will exercise a purchase option. In that case the

right-of-use asset will be depreciated over the useful life of the underlying asset.

The cost of the vessels less estimated residual value is depreciated on a straight-line basis over the vessels' estimated remaining

economic useful lives. Depreciation methods, useful lives and residual values are reviewed annually and adjusted prospectively,

if appropriate. As explained in policy 2.2., as of December 31, 2022, the Company revised the estimated useful life of its

vessels from 25 years to 20 years. This change in estimate was applied prospectively from January 1, 2023 and did not result in

any restatement to the prior year consolidated financial statements. Other equipment, excluding vessel upgrades, is depreciated

over its estimated remaining useful life, which approximates 5 years. The residual value for owned vessels is calculated by

multiplying the lightweight tonnage of the vessel by the market price of scrap per ton.

The Company capitalizes and depreciates the costs of significant replacements, renewals and upgrades to its vessels over the

shorter of the vessel’s remaining useful life or the life of the renewal or upgrade. Costs that are not capitalized are recorded as a

component of direct vessel operating expenses during the period incurred. Expenses for routine maintenance and repairs are

expensed as incurred. Advances paid in respect of vessel upgrades in relation to exhaust gas cleaning systems ("EGCS") and

ballast water treatment systems ("BWTS") are included within "other non-current assets", until such time as the equipment is

installed on a vessel, at which point it is transferred to "Vessels and equipment".

8.4. Dry docking – component approach

Our vessels are required by their respective classification societies to go through a dry dock at regular intervals. In general,

vessels below the age of 15 years are docked every 5 years and vessels older than 15 years are docked every 2.5 years.

Frontline Plc – Annual Report and Financial Statements 2023 58

Significant components of property, plant and equipment with differing depreciation methods or lives are depreciated

separately. Major inspection or overhaul costs, such as dry docking, are identified and accounted for as a separate component

and depreciated over the period to the next scheduled dry docking (2.5 - 5 years). A portion of the initial cost of a vessel is

allocated to the dry docking component upon delivery based on the age of the vessel and an estimate of the expected dry dock

cost and depreciated over the period to the next scheduled dry docking. When a dry docking is performed, the carrying amount

of any remaining unamortized dry docking costs related to previous dry docks (due to any difference between the estimated and

actual time between dry docks) is derecognized. Costs associated with routine repairs and maintenance are expensed as incurred

including routine maintenance performed while the vessel is in dry dock.

9. Goodwill

We allocate the cost of acquired companies to identifiable tangible and intangible assets and liabilities acquired, with the

remaining amount being classified as goodwill. When the excess is negative, a bargain purchase gain is recognized immediately

in profit or loss. After initial recognition goodwill is measured at cost less accumulated impairment losses, refer to accounting

policy 10.2.

10. Impairment

10.1 Loans, receivables and contract assets

The gross carrying amount of loans, receivables and contract assets is written off when the Company has no reasonable

expectations of recovering the outstanding amount in its entirety or a portion thereof. The Company assesses allowances for its

estimate of expected credit losses based on historical experience, other currently available evidence, and reasonable and

supportable forecasts about the future, including the use of credit default ratings from third party providers of credit rating data.

The Company assesses credit risk in relation to its receivables using a portfolio approach. The Company's main portfolio

segments include (i) state-owned enterprises, (ii) oil majors, (iii) commodities traders and (iv) related parties and affiliated

companies. In addition, the Company performs individual assessments for customers that do not share risk characteristics with

other customers (for example a customer under bankruptcy or a customer with known disputes or collectability issues). The

Company makes significant judgements and assumptions to estimate its expected losses.

10.2. Non-financial assets

The carrying amounts of the Company’s non-financial assets, other than inventory and contract assets, are reviewed at each

reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable

amount is estimated.

For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows

from continuing use that are largely independent of the cash inflows of other assets or cash generating units ("CGUs").

Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of

the combination.

The recoverable amount of an asset or CGU is the greater of its fair value less cost of disposal and value in use. In assessing

value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects

current market assessments of the time value of money and the risks specific to the asset or CGU. Future cash flows are based

on current market conditions, historical trends as well as future expectations.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses

are recognized in profit or loss.

An impairment loss recognized for goodwill shall not be reversed. For other assets, an impairment loss is reversed only to the

extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of

depreciation or amortization, if no impairment loss had been recognized.

Owned vessels, newbuildings and vessel right-of-use assets

When events and changes in circumstances indicate that the carrying amount of the asset or CGU might not be recovered, the

Company performs an impairment test whereby the carrying amount of the asset or CGU is compared to its recoverable

amount, which is the greater of its value in use, based on discounted cash flows, and its fair value less cost to sell. We define

our CGU as a single vessel as each vessel generates cash inflows that are largely independent of the cash inflows from other

vessels. In assessing whether there is any indication that a vessel may be impaired, the Company considers internal and external

indicators, including but not limited to:

Frontline Plc – Annual Report and Financial Statements 2023 59

• the estimated market values for our vessels received from independent ship brokers have declined during the period

significantly more than we would expect as a result of the passage of time or normal use. The ship brokers assess each

vessel based on, among others, age, yard, deadweight capacity and compare this to market transactions.

• significant changes with an adverse effect on the Company have taken place during the period, or will take place in the

near future, in the legal and regulatory environment in which the Company operates, and the tanker market, including

negative developments in actual and forecasted time charter equivalent rates ("TCE rates").

• market interest rates have increased during the period, and the increase is likely to affect the discount rate used in

calculating a vessel’s value in use and decrease the asset’s recoverable amount materially.

• the carrying amount of the net assets of the Company is more than its market capitalization.

• evidence is available of obsolescence or physical damage of a vessel.

• significant changes with an adverse effect on the Company have taken place during the period, or are expected to take

place in the near future, in the extent to which, or manner in which, a vessel is used or is expected to be used.

• evidence that the economic performance of a vessel is, or will be, worse than expected, including:

◦ actual or forecasted TCE rates are significantly worse than expected;

◦ cash flows for acquiring a vessel, or subsequent cash needs for operating or maintaining it, are significantly

higher than expected;

◦ actual net cash flows or operating profit are significantly worse than expected;

◦ a significant decline in budgeted net cash flows or operating profit; or

◦ operating losses or net cash outflows.

If such impairment indicators are identified, the vessel’s recoverable amount is estimated. In developing estimates of future

cash flows in order to assess value in use, the Company must make assumptions about future performance, with significant

assumptions being related to charter rates, ship operating expenses, utilization, dry docking and other capital requirements,

residual value, the estimated remaining useful lives of the vessels and the probability of lease terminations for vessels held

under lease. These assumptions are based on historical trends as well as future expectations. Specifically, in estimating future

charter rates, management takes into consideration rates currently in effect for existing time charters and estimated daily time

charter equivalent rates for each vessel class for the unfixed days over the estimated remaining lives of each of the vessels. The

estimated daily time charter equivalent rates used for unfixed days are based on a combination of (i) internally developed

forecasts, and (ii) historical rates, based on quarterly average rates published by an independent third party maritime research

service, for a historical period determined based on management's judgment of past and ongoing shipping cycles. Recognizing

that the transportation of crude oil is cyclical and subject to significant volatility based on factors beyond the Company's

control, management believes the use of estimates based on the combination of internally forecast rates and historical average

rates calculated as of the reporting date to be reasonable.

Estimated outflows for operating expenses and dry docking requirements are based on historical and budgeted costs and are

adjusted for assumed inflation. Finally, utilization is based on historical levels achieved and estimates of a residual value are

consistent with the pattern of scrap rates used in management's evaluation of salvage value. Other capital requirements for

newbuildings are primarily based on amounts payable according to the installments in the contract.

The weighted average cost of capital ("WACC") used to calculate the value in use of our assets is calculated to reflect the

industry-weighted average return on debt and equity using observable market data and approximates a pre-tax discount rate.

The more significant factors that could impact management's assumptions regarding time charter equivalent rates include (i)

loss or reduction in business from significant customers, (ii) unanticipated changes in demand for transportation of crude oil

and oil products, (iii) changes in production of or demand for oil, generally or in particular regions, (iv) greater than anticipated

levels of tanker newbuilding orders or lower than anticipated levels of tanker scrapping, and (v) changes in rules and

regulations applicable to the tanker industry, including legislation adopted by international organizations such as IMO and the

EU or by individual countries. Although management believes that the assumptions used to evaluate potential impairment are

reasonable and appropriate at the time they were made, such assumptions are highly subjective and likely to change, possibly

materially, in the future. Tanker charter rates are volatile and can experience long periods at depressed levels. Future

assessments of vessel impairment would be adversely affected by reductions in vessel values and charter rates.

Goodwill

Goodwill is not amortized, but rather reviewed for impairment annually, or more frequently if impairment indicators arise. The

Company has one group of CGUs for the purpose of assessing potential goodwill impairment and has selected September 30 as

its annual goodwill impairment testing date.

A CGU is impaired when its carrying amount exceeds its recoverable amount. In assessing whether the recoverable amount of a

CGU to which goodwill has been allocated is less than its carrying amount, the Company assesses relevant events and

Frontline Plc – Annual Report and Financial Statements 2023 60

circumstances, including (i) macroeconomic conditions; (ii) industry and market conditions; (iii) changes in cost factors that

may impact earnings and cash flows; (iv) overall financial performance; (v) other entity specific events such as changes in

management, strategy, customers or key personnel; (vi) other events and (vii) if applicable, changes in the Company's share

price, both in absolute terms and relative to peers.

The recoverable amount of the Company's one group of CGUs is the higher of its fair value less cost of disposal and value in

use. We estimate the fair value less cost of disposal of this group of CGUs based on the Company's market capitalization plus a

control premium, as needed, excluding the fair value of financial instruments and other items that are not being tested for

impairment. Control premium assumptions require judgment and actual results may differ from assumed or estimated amounts.

The fair value measurement uses Level 1, Level 2 and Level 3 inputs from the fair value hierarchy. In assessing value in use,

the estimated future cash flows are discounted to present value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific to the Company. Future cash flows are based on current market

conditions, historical trends as well as future expectations.

11. Revenue and expense recognition

11.1. Voyage charters

In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage. The

consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a

lump sum basis. The charterer is responsible for any short loading of cargo or "dead" freight. The voyage charter party

generally has standard payment terms with freight paid on completion of discharge. The voyage charter party generally has a

"demurrage" clause. As per this clause, the charterer reimburses us for any potential delays exceeding the allowed laytime as

per the charter party clause at the ports visited, which is recorded as voyage revenue. As such, demurrage is considered variable

consideration under the contract. Estimates and judgments are required in ascertaining the most likely outcome of a particular

voyage and actual outcomes may differ from estimates. Such estimates are reviewed and updated over the term of the voyage

charter contract.

The non-lease component of voyage charters (and other contracts) are accounted for under the provisions of IFRS 15 Revenue

from Contracts with Customers. The Company has determined that its voyage charter contracts that qualify for accounting

under IFRS 15 consist of a single performance obligation of transporting the cargo within a specified time period. Therefore,

the performance obligation is met evenly as the voyage progresses, and the voyage revenue and expenses are recognized on a

straight-line basis over the voyage days from the commencement of loading to completion of discharge. Contract assets with

regards to voyage revenues are reported as "Voyages in progress" as the performance obligation is satisfied over time. Voyage

revenues typically become billable and due for payment on completion of the voyage and discharge of the cargo, at which point

the receivable is recognized within "Trade and other receivables".

Voyage charters contain a lease component if the contract (i) specifies a specific vessel asset; and (ii) has terms that allow the

charterer to exercise substantive decision-making rights, which have an economic value to the charterer and therefore allow the

charterer to direct how and for what purpose the vessel is used. The lease component of voyage charter contracts are accounted

for under IFRS 16 Leases which results in revenue recognition consistent with the non-lease component accounted for under

IFRS 15.

In a voyage contract, the Company bears all voyage related costs such as fuel costs, port charges and canal tolls. To recognize

costs incurred to fulfill a contract as an asset, the following criteria shall be met: (i) the costs relate directly to the contract, (ii)

the costs generate or enhance resources of the entity that will be used in satisfying performance obligations in the future and

(iii) the costs are expected to be recovered. The costs incurred during the period prior to commencement of loading the cargo,

primarily bunkers, are deferred as they represent setup costs and recorded as a current asset and are subsequently amortized on a

straight-line basis as we satisfy the performance obligations under the contract. Costs incurred to obtain a contract, such as

commissions, are also deferred and expensed over the same period. Costs incurred during the performance of a voyage are

expensed as incurred.

The Company has taken the practical expedient not to disclose the aggregate amount of the transaction price allocated to the

performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period as the performance

obligations are part of contracts having an original expected duration of one year or less.

11.2. Time charters

Frontline Plc – Annual Report and Financial Statements 2023 61

In a time charter voyage, the vessel is hired by the charterer for a specified period of time in exchange for consideration which

is based on a daily hire rate. Generally, the charterer has the discretion over the ports visited, shipping routes and vessel speed.

The contract/charter party generally provides typical warranties regarding the speed and performance of the vessel. The charter

party generally has some owner protective restrictions such that the vessel is sent only to safe ports by the charterer and carries

only lawful or non-hazardous cargo. In a time charter contract, we are responsible for all the costs incurred for running the

vessel such as crew costs, vessel insurance, repairs and maintenance and lubes. The charterer bears the voyage related costs

such as bunker expenses, port charges, and canal tolls during the hire period. The performance obligations in a time charter

contract are satisfied over the term of the contract beginning when the vessel is delivered to the charterer until it is redelivered

back to us. The charterer generally pays the charter hire in advance of the upcoming contract period. The lease component of

time charter contracts are accounted for under IFRS 16 Leases and revenues are recorded over the term of the charter as a

service is provided. The non-lease component of time charter contracts are accounted for under IFRS 15 which results in

revenue recognition consistent with the lease component accounted for under IFRS 16. When a time charter contract is linked to

an index, we recognize revenue for the applicable period based on the actual index for that period.

11.3. Administrative income

Administrative income primarily comprises income earned from the commercial and technical management of vessels and

newbuilding supervision fees derived from related parties, affiliated companies and third parties. Administrative income is

recognized over time as the services are provided and performance obligations are met.

12. Other operating income

Other operating income relates to (i) gains on the sale of vessels, which are recognized when the vessel has been delivered and

substantially all risks have been transferred and are determined by comparing the proceeds received with the carrying value of

the vessel, (ii) gains on settlements of insurance and legal claims, which are recognized when an inflow of economic benefit is

virtually certain, (iii) gains and losses on the termination of leases before the expiration of the lease term, which are accounted

for by derecognizing the carrying value of the right-of-use asset and lease obligation, with a gain or loss recognized for the

difference. Gains and losses on the termination of leases are accounted for when the lease is terminated and the vessel is

redelivered to the owners, and (iv) gains and losses from pooling and other revenue sharing arrangements where the Company

is considered the principal under the charter parties and records voyage revenues and costs gross, with the adjustments required

as a result of the revenue sharing arrangement being recognized as other operating gains or losses.

13. Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if

the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

13.1. As a lessee

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is

initially measured at the amount equal to the lease liability adjusted by initial direct costs incurred by the lessee. Adjustments

may also be required for any payments made at or before the commencement date, less any lease incentives received.

After lease commencement, the Company measures the right-of-use asset at cost less accumulated depreciation and

accumulated impairment. The right-of-use asset is subsequently depreciated using the straight-line method. In addition, the

right-of-use asset is reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,

discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental

borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. The lessee's incremental

borrowing rate is the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security,

the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.

Lease payments included in the measurement of the lease liability comprise the following:

• Fixed payments;

• Variable lease payments that depend on an index or a rate;

• Amounts expected to be payable under a residual value guarantee, and;

• The exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an

optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early

termination of a lease unless the Company is reasonably certain not to terminate early.

Frontline Plc – Annual Report and Financial Statements 2023 62

The Company has applied judgement to determine the lease term for some lease contracts in which it is a lessee that include

renewal options.

The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It

is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in

the Company's estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its

assessment of whether the purchase or extension option is reasonably certain to be exercised or a termination option is

reasonably certain not to be exercised. When the lease liability is remeasured in this way, a corresponding adjustment is made

to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-to-use asset

has been reduced to zero.

Lease and non-lease components in the contracts are separated and the non-lease components are expensed as incurred and

classified based on the nature of the expense.

Short-term leases and leases of low-value assets

The Company has elected not to recognize certain right-of-use assets and lease liabilities for leases of low-value assets and

short-term leases (i.e., leases with an original term of 12-months or less), including IT equipment. The Company recognizes the

lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Refer to accounting policy 10.2. for impairment considerations for vessel right-of-use assets.

13.2. As a lessor

When the Company acts as a lessor, it determines at lease inception whether each lease is a finance or operating lease.

To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and

rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an

operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major

part of the economic life of the asset.

If the lease qualifies as an operating lease, e.g. time charter contracts and the lease component of voyage charter contracts, the

leased asset remains on the statement of financial position of the lessor and continues being depreciated. The Company

separates the lease and non-lease component in the contract, with the lease component qualified as operating lease and the non-

lease component accounted for under IFRS 15. The Company makes significant judgments and assumptions to separate lease

components from non-lease components of our contracts. For purposes of determining the standalone selling price of the vessel

lease and non-lease components of the Company’s time charters and voyage charters, the Company uses the residual approach

given that vessel rates are highly variable depending on shipping market conditions. The Company believes that the standalone

transaction price attributable to the non-lease component is more readily determinable than the price of the lease component

and, accordingly, the price of the service components is estimated using cost plus a margin and the residual transaction price is

attributed to the lease component. Refer to the Revenue policy for further details of the accounting for the lease and the non-

lease component.

14. Share-based compensation

The fair value of the amount payable to beneficiaries in respect of synthetic options, which are settled in cash, is recognized as

an expense with a corresponding liability, over the period during which the beneficiaries become unconditionally entitled to

payment. The fair value of the liability is remeasured at each reporting period.

15. Dividends received

The Company records dividends received in the period in which they are declared and receivable.

16. New standards and interpretations

During the current financial period, the Company has adopted all relevant new and revised Standards and Interpretations that

were issued by the IASB and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB. The

following new Standards, Interpretations and Amendments issued by the IASB and the IFRIC are effective for the current

financial year end:

• IAS 8 Accounting policies, Changes in Accounting Estimates and Errors - Amendments regarding the definition of

accounting estimates.

• IAS 1 Presentation of Financial Statements – Amendments regarding the disclosure of accounting policies and IFRS

Practice Statement 2.

Frontline Plc – Annual Report and Financial Statements 2023 63

The adoption of these new standards, interpretations and amendments had no material effect on the financial statements.

New and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the

Company’s financial statements are disclosed below. The below list includes the new standards and amendments that we

believe are the most relevant for the Company:

Amendments to IAS 1 Presentation of Financial statements: Classification of Liabilities as Current or Non-current

In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying

liabilities as current or non-current. The amendments clarify:

• What is meant by a right to defer settlement

• That a right to defer must exist at the end of the reporting period

• That classification is unaffected by the likelihood that an entity will exercise its deferral right

• That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a

liability not impact its classification

The amendments are effective for annual reporting periods beginning on or after January 1, 2024 and must be applied

retrospectively. The Company is currently assessing the impact of the amendments, however, the adoption is not expected to

have a material impact on its consolidated financial statements.

The Company has not applied or early adopted any new IFRS requirements that are not yet effective as per December 31, 2023.

3. SEGMENT INFORMATION

The Company and the chief operating decision maker, or CODM, measure performance based on the Company's overall return

to shareholders based on consolidated profit or loss. The CODM does not review a measure of operating result at a lower level

than the consolidated group. Consequently, the Company has only one reportable segment: tankers. The tankers segment

includes crude oil tankers and product tankers.

The Group's internal organizational and management structure does not distinguish any geographical segments.

No customers in the years ended December 31, 2023, 2022 or 2021 individually accounted for 10% or more of the Company's

consolidated operating revenues.

4. REVENUE AND OTHER OPERATING INCOME

The lease and non-lease components of our revenues in the year ended December 31, 2023 were as follows:

(in thousands of $)Lease Non-lease TotalVoyage charter revenues 982,818 740,399 1,723,217 Time charter revenues 49,870 13,901 63,771 Administrative income — 15,196 15,196 Total revenues 1,032,688 769,496 1,802,184

The lease and non-lease components of our revenues in the year ended December 31, 2022 were as follows:

(in thousands of $)Lease Non-lease TotalVoyage charter revenues 601,057 744,907 1,345,964 Time charter revenues 45,515 26,276 71,791 Administrative income — 12,453 12,453 Total revenues 646,572 783,636 1,430,208

The lease and non-lease components of our revenues in the year ended December 31, 2021 were as follows:

Frontline Plc – Annual Report and Financial Statements 2023 64

(in thousands of $)Lease Non-lease TotalVoyage charter revenues 166,014 497,981 663,995 Time charter revenues 49,785 21,451 71,236 Administrative income — 14,150 14,150 Total revenues 215,799 533,582 749,381

Certain voyage expenses are capitalized between the previous discharge port, or contract date if later, and the next load port and

amortized between load port and discharge port. $6.2 million of contract costs were capitalized in the year ended December 31,

2023 (2022: $5.3 million) as Other current assets, of which $2.7 million was amortized up to December 31, 2023 (2022: $2.5

million), leaving a remaining balance of $3.5 million as of December 31, 2023 (2022: $2.9 million). $2.9 million of contract

assets were amortized in the year ended December 31, 2023 in relation to voyages in progress as of December 31, 2022. No

impairment losses were recognized in the years ended December 31, 2023, 2022 and 2021.

Administrative income primarily comprises the income earned from the technical and commercial management of vessels and

newbuilding supervision fees from related parties, affiliated companies and third parties.

Assets from contracts with customers (excluding amounts in relation to lease components) as of December 31, 2023 and 2022

are presented within the statements of financial position as follows:

(in thousands of $)2023 2022Voyages in progress 46,994 60,620 Trade accounts receivable 48,136 67,397 Related party receivables 14,591 9,913 Other current assets 3,503 2,896 Total 113,224 140,826

Other operating income in the years ended December 31, 2023, 2022 and 2021 was as follows:

(in thousands of $)20232022 2021Gain on settlement of claims 397 3,998 — Other gains 41 18 519 Gain on sale of vessels 21,959 4,596 3,226 Loss on termination of leased vessels — (431) — Gain (loss) on pool arrangements 1,683 (141) 315 Total 24,080 8,040 4,060

In the year ended December 31, 2023, the Company recorded an arbitration award of $0.4 million (2022: $2.5 million) in

relation to the failed sale of Dewi Maeswara. In the year ended December 31, 2022, the Company also recorded a $1.5 million

gain on the settlement of insurance claims for Front Altair.

In November 2021, the Company announced that it had entered into an agreement to sell four of its scrubber-fitted LR2 tankers

for an aggregate sales price of $160.0 million to SFL Tanker Holding Ltd., a company related to Hemen, its largest shareholder.

Two vessels were delivered to the new owners in December 2021 and the remaining two vessels were delivered to the new

owners in January 2022. After repayment of debt on the vessels, the transaction generated total net cash proceeds of $68.6

million, with net cash proceeds of $35.1 million recorded in the year ended December 31, 2022. The Company recorded a gain

on sale in relation to the two vessels delivered to the new owners in December 2021 of $3.2 million in the year ended December

31, 2021 and a gain of $4.6 million in the year ended December 31, 2022 in relation to the two vessels delivered to the new

owners in January 2022.

In January 2023, the Company sold the 2009-built VLCC, Front Eminence, and the 2009-built Suezmax tanker, Front Balder,

for gross proceeds of $61.0 million and $39.5 million, respectively. The vessels were delivered to new owners in January and

February 2023, respectively. After repayment of existing debt on the vessels, the transactions generated net cash proceeds of

$63.6 million, and the Company recorded a gain on sale of $9.9 million and $2.8 million, respectively, in the year ended

December 31, 2023.

Frontline Plc – Annual Report and Financial Statements 2023 65

In May 2023, the Company sold the 2010-built Suezmax tanker, Front Njord, 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 April 2022, the Company announced that its subsidiary Frontline Shipping Limited had agreed with SFL, an affiliated

company, to terminate the long-term charters for the 2004-built VLCCs, Front Force and Front Energy, upon the sale and

delivery of the vessels by SFL to an unrelated third party. The Company recognized a non-cash reduction in lease obligations of

$46.6 million in the year ended December 31, 2022 in respect of these vessels. The Company agreed to a total compensation

payment to SFL of $4.5 million for the termination of the current charters. The charters terminated and the vessels were

delivered to the new owners in April 2022. The Company recorded a loss on termination of $0.4 million in the year ended

December 31, 2022.

In the year ended December 31, 2023, the Company recorded income of $1.7 million (2022: loss of $0.1 million, 2021: income

of $0.3 million) related to the pooling arrangement with SFL between two of its Suezmax tankers Front Odin and Front Njord

and two SFL vessels Glorycrown and Everbright. As of December 31, 2023, Front Njord, Glorycrown and Everbright have

been sold and delivered to their respective new owners resulting in the termination of the pooling arrangement.

5. OPERATING EXPENSES

Voyage expenses and commissions

(in thousands of $) 2023 2022 2021Commissions 62,764 — 46,029 22,239 Bunkers 390,658 — 416,830 237,166 Other voyage related expenses 165,173 — 142,685 133,292 618,595 605,544 392,697

For vessels operated in the spot market, voyage expenses are paid by the shipowner while voyage expenses for vessels under a

time charter contract, are paid by the charterer. No inventory write-downs were recognized as an expense in the years ended

December 31, 2023, 2022 and 2021.

The majority of other voyage expenses are port costs, agency fees and agent fees paid to operate the vessels on the spot market.

Port costs vary depending on the number of spot voyages performed, number and type of ports.

Ship operating expenses

(in thousands of $) 2023 2022 2021Technical management expenses 62,207 66,238 56,007 Crew costs 99,809 96,283 96,915 Insurances 14,517 12,643 11,324 176,533 175,164 164,246

Ship operating expenses are the direct costs associated with running a vessel and include crew costs, vessel supplies, repairs and

maintenance, lubricating oils and insurances. The technical management of our vessels is provided by third-party ship

management companies.

Administrative expenses

Frontline Plc – Annual Report and Financial Statements 2023 66

(in thousands of $) 2023 2022 2021Total compensation to employees and directors 29,894 22,442 13,325 Office and administrative expenses 15,573 12,105 10,544 Audit, legal and consultancy 8,061 12,827 2,555 53,528 47,374 26,424

Total compensation to employees and directors:

(in thousands of $) 2023 2022 2021Directors fees 511 465 329 Wages and salaries 14,838 15,247 9,504 Stock option expense 11,247 4,700 153 Social security costs 2,001 1,130 1,751 Pension costs 1,040 772 1,401 Other staff related costs 257 128 187 29,894 22,442 13,325

The average number of employees employed by the Company and its subsidiaries in the year ended December 31, 2023 was 83

(2022: 79, 2021: 82).

Fees paid or accrued for audit and related services:

(in thousands of $) 2023 2022 2021Audit of annual statutory and consolidated financial statements:Statutory auditor 141 136 — Other PwC Network firm 1,333 2,290 1,121 Services provided by Other PwC Network firms:Other assurance services (audit related) — — 132 Tax advisory services — — 8 Other non assurance services 15 4 4 Total 1,489 2,430 1,265

6. NET FINANCE EXPENSE

(in thousands of $) 2023 2022 2021Interest income 16,496 1,463 121 Foreign exchange gains 1,569 16 — Finance income 18,065 1,479 121 Interest expense on financial liabilities measured at amortized cost 178,498 97,775 57,538 Interest leasing — 937 3,968 Gain on interest rate swaps (8,039) (53,623) (17,509) Foreign exchange losses 335 — 116 Other financial expenses 542 241 131 Finance expense 171,336 45,330 44,244 Net finance expense (153,271) (43,851) (44,123)

Frontline Plc – Annual Report and Financial Statements 2023 67

7. INCOME TAXES

Certain of the Company's subsidiaries are tax resident in Cyprus, Singapore, China, Norway and the United Kingdom and are

subject to income tax in their respective jurisdictions. Such taxes are not material to our consolidated financial statements and

related disclosures for the years ended December 31, 2023, 2022 and 2021.

Cyprus

Under the provisions of Cyprus tax laws, such income shall be included in the estimation of taxable income to be taxed at the

rate of 12.5%.

In line with the Cypriot tonnage tax system, the Company pays tax calculated on the basis of the net tonnage of the qualifying

vessels the Company owns, charters or manages. The option for tonnage tax is valid for ten years. Tonnage tax payable in

relation to our vessel owning subsidiaries are recorded as ship operating expenses in the Consolidated Statements of Profit or

Loss.

On October 3, 2023, the Cyprus Ministry of Finance initiated a public consultation to incorporate the EU Directive, aimed at

establishing a global minimum tax level for multinational and large-scale domestic enterprise groups, into national legislation.

This EU Directive, originating from the OECD/G20 BEPS Pillar Two Model Rules on December 14, 2022, seeks to ensure fair

taxation practices internationally. Following the completion of the consultation phase on October 31, 2023, the proposed

legislation has been forwarded to the Cyprus House of Parliament for approval and as of December 31, 2023 and the date of

these financial statements the legislation has not been approved. The anticipated ratification of the bill in 2024 will see its

provisions become retroactively effective from January 1, 2024 and it will be applicable to the Company. Management is

currently evaluating the potential implications of the draft bill on the Company's operations and financial statements.

United States

For the three years ended December 31, 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 voyage expenses and

commissions in the year ended December 31, 2023 (2022: nil, 2021: nil).

The Company does not have any unrecognized tax benefits, material accrued interest or penalties relating to income taxes.

Other Jurisdictions

In the year ended December 31, 2021, the Company received a distribution from Den Norske Krigsforsikring for Skib

(“DNK”), the Norwegian Shipowners Mutual War Risk Insurance Association, in the amount of $17.9 million which was

subject to withholding tax of $4.5 million which the Company recognized as income tax expense in the year ended December

31, 2021.

Frontline Plc – Annual Report and Financial Statements 2023 68

8. EARNINGS PER SHARE

Basic earnings per share is computed based on the income available to ordinary shareholders and the weighted average number

of shares outstanding. Diluted earnings per share includes the effect of the assumed conversion of potentially dilutive

instruments, for which there was no impact in the years ended December 31, 2023 and 2022 as there were no potentially

dilutive stock options in the periods. The impact of stock options using the treasury stock method was anti-dilutive in the year

ended December 31, 2021 as the Company recorded a net loss and the exercise price was higher than the average share price in

the period; therefore 58,000 potentially dilutive stock options were excluded from the calculation in 2021.

The weighted average number of shares outstanding for the purpose of calculating basic and diluted earnings per share for the

year ended December 31, 2022 of 214,011,000 includes the impact of the 19,091,910 shares issued to Hemen for no cash

consideration in connection with the Euronav NV ("Euronav") share acquisition. Refer to Note 9 for further details.

The components of the numerator and the denominator in the calculation of basic and diluted earnings per share are as follows:

(in thousands of $) 2023 2022 2021Profit (loss) for the period 656,414 475,537 (14,961) (in thousands)Weighted average number of basic and diluted shares 222,623 214,011 198,965 Cash dividends paid per share $2.87 $0.15 —

9. MARKETABLE SECURITIES

Marketable securities held by the Company are listed equity securities. In the year ended December 31, 2023, the Company

received dividends of $36.9 million (2022: $1.6 million, 2021: $0.5 million) from its investments in marketable securities.

Movements in marketable securities for the years ended December 31, 2023, 2022 and 2021 are as follows:

(in thousands of $) 2023 2022 2021Balance at the beginning of the year 236,281 2,435 8,475 Marketable securities acquired — 167,709 357 Proceeds from sale of marketable securities (251,839) — (14,074) Gain on marketable securities sold during the year 18,994 — 7,881 Unrealized gain (loss) on marketable securities held at the end of the year 3,996 66,137 (204) Balance at the end of the year 7,432 236,281 2,435

Avance Gas

As of December 31, 2023, 2022 and 2021, the Company held 442,384 shares in Avance Gas. In the year ended December 31,

2023, the Company recognized an unrealized gain of $3.8 million (2022: gain of $0.9 million, 2021: loss of $0.4 million) in

relation to these shares.

SFL

As of December 31, 2023, 2022 and 2021, the Company held 73,165 shares in SFL. In the year ended December 31, 2023, the

Company recognized an unrealized gain of $0.1 million (2022: gain of $0.1 million, 2021: gain of $0.1 million) in relation to

these shares.

Golden Ocean

As of December 31, 2023, 2022 and 2021, the Company held 10,299 shares in Golden Ocean. In the year ended December 31,

2023, the Company recognized an unrealized gain of $0.01 million (2022: loss of $0.01 million, 2021: gain of $0.1 million) in

relation to these shares.

In the year ended December 31, 2021, the Company purchased 55,959 Golden Ocean shares for $0.4 million and sold these

shares for proceeds of $0.7 million. In the year ended December 31, 2021, the Company also sold 1.3 million shares in Golden

Ocean for proceeds of $13.4 million and recognized a gain on marketable securities sold of $7.9 million.

Frontline Plc – Annual Report and Financial Statements 2023 69

Euronav

Share acquisition in the year ended December 31, 2022

On May 28, 2022, the Company announced that it agreed to acquire in privately negotiated share exchange transactions with

certain shareholders of Euronav a total of 5,955,705 shares in Euronav, representing 2.95% of the outstanding shares in

Euronav as of this date, in exchange for a total of 8,337,986 ordinary shares of Frontline. Frontline received the $0.06 dividend

per share that was paid on June 8, 2022 by Euronav in respect of these 5,955,705 shares.

On June 10, 2022, the Company announced that it agreed to acquire in privately negotiated transactions with certain

shareholders of Euronav a total of 7,708,908 shares in Euronav, representing 3.82% of the outstanding shares in Euronav as of

this date, in exchange for a total of 10,753,924 shares in Frontline.

In connection with the above-referenced privately negotiated share exchange transactions, Frontline entered into a share lending

arrangement with Hemen to facilitate settlement of such transactions. Pursuant to such arrangement, Hemen delivered an

aggregate of 19,091,910 Frontline shares to the exchanging Euronav holders in June 2022 and Frontline agreed to issue to

Hemen the same number of shares of Frontline in full satisfaction of the share lending arrangement. The shares were issued to

Hemen in August 2022.

As of December 31, 2022, the Company held 13,664,613 shares in Euronav, as a result of the above transactions. The acquired

shares were initially recognized at their fair value of $167.7 million and the Company recorded a realized loss of $7.8 million in

relation to these transactions, being the difference between the transaction price to acquire these shares and their fair value as of

the transaction dates. The transaction price paid to acquire these shares was $175.5 million, which was the fair value of the

Frontline's shares as of the transaction dates.

Based on the Euronav share price as of December 31, 2022, the fair value of the shares held in Euronav was $232.8 million,

which resulted in an unrealized gain of $65.1 million.

Share sale in the year ended December 31, 2023

On October 9, 2023, in connection with the Acquisition (as defined in Note 12), Frontline and Famatown Finance Limited, a

company related to Hemen agreed to sell all their shares in Euronav (57,479,744 shares, representing in aggregate 26.12% of

Euronav’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 Euronav 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 Euronav to CMB for $251.8 million. The proceeds from

the Share Sale have been used to partly finance the Acquisition.

In the year ended December 31, 2023, the Company recognized a gain on marketable securities in relation to the Euronav

shares of $19.0 million.

10. TRADE AND OTHER RECEIVABLES

December 31, December 31, (in thousands of $)20232022Receivables from contracts with customers 48,294 67,397 Lease receivables 64,441 55,608 Other receivables 11,912 16,462 124,647 139,467

Trade and other receivables are presented net of allowances for doubtful accounts of $4.3 million as of December 31, 2023

(2022: $4.4 million).

11. NEWBUILDINGS

Movements in the two years ended December 31, 2023 are as follows:

Frontline Plc – Annual Report and Financial Statements 2023 70

(in thousands of $) Balance at December 31, 2021 130,633 Installments and other costs paid and payable 299,963 Transfer to Vessels and equipment (386,241) Capitalized borrowing costs 3,636 Balance at December 31, 2022 47,991 Installments and other costs paid and payable 145,753 Transfer to Vessels and equipment (193,878) Capitalized borrowing costs 134 Balance at December 31, 2023 —

The newbuildings delivered in the two years ended December 31, 2023 are as follows:

Vessel name Vessel type Date of deliveryFront Orkla VLCC January 2023Front Tyne VLCC January 2023Front Gaula VLCC October 2022Front Tana VLCC August 2022Front Tweed VLCC June 2022Front Alta VLCC April 2022

As of December 31, 2022, the Company’s newbuilding program consisted of two VLCCs, which were delivered in January

2023. Refer to Note 12 for impairment considerations.

As of December 31, 2023, there are no remaining vessels in the Company’s newbuilding program and there are no remaining

commitments.

Frontline Plc – Annual Report and Financial Statements 2023 71

12.

VESSELS AND EQUIPMENT

Movements in the three years ended December 31, 2023 are as follows:Vessels and Dry dock Net Carrying (in thousands of $)equipmentcomponentValueCostAs of December 31, 2022 4,390,718 126,437 4,517,155 Additions 1,113,143 26,114 1,139,257 Transfers from newbuildings 191,132 2,746 193,878 Disposals (230,194) (7,642) (237,836) As of December 31, 2023 5,464,799 147,655 5,612,454 Accumulated depreciationAs of December 31, 2022 (790,346) (76,157) (866,503) Charge for the period (212,088) (17,982) (230,070) Disposals 111,516 5,772 117,288 As of December 31, 2023 (890,918) (88,367) (979,285) Net book value as of December 31, 2023 4,573,881 59,288 4,633,169 CostAs of December 31, 2021 4,089,351 107,616 4,196,967 Additions 16,483 17,850 34,333 Transfers from newbuildings 380,859 5,382 386,241 Disposals (95,975) (4,411) (100,386) As of December 31, 2022 4,390,718 126,437 4,517,155 Accumulated depreciationAs of December 31, 2021 (666,860) (62,807) (729,667) Charge for the period (145,623) (16,324) (161,947) Disposals 22,137 2,974 25,111 As of December 31, 2022 (790,346) (76,157) (866,503) Net book value as of December 31, 2022 3,600,372 50,280 3,650,652 CostAs of January 1, 2021 3,805,768 94,396 3,900,164 Additions 189,193 12,740 201,933 Transfers from newbuildings 189,035 5,127 194,162 Disposals (94,645) (4,647) (99,292) As of December 31, 2021 4,089,351 107,616 4,196,967 Accumulated depreciationAs of January 1, 2021 (550,082) (49,626) (599,708) Charge for the period (136,482) (15,995) (152,477) Disposals 19,704 2,814 22,518 As of December 31, 2021 (666,860) (62,807) (729,667)

Euronav VLCC Acquisition

Frontline Plc – Annual Report and Financial Statements 2023 72

On October 9, 2023, Frontline entered into a Framework Agreement (the “Framework Agreement”) with Euronav. 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 Euronav (the "Acquisition").

All of the agreements relating to the Acquisition came into effect in November 2023. In December 2023, the Company took

delivery of 11 of the vessels for consideration of $1,112.2 million. The Company had a commitment of $890.0 million for the

remaining 13 vessels to be delivered excluding $347.8 million of prepaid consideration as of December 31, 2023. The

Company took delivery of the 13 remaining vessels in the first quarter of 2024.

In the year ended December 31, 2023, the Company also;

• completed the installation of EGCS on two vessels;

• took delivery of two VLCCs newbuildings, Front Orkla and Front Tyne;

• sold one VLCC, Front Eminence, and two Suezmax tankers, Front Balder and Front Njord; and

• performed dry docks on 10 vessels.

In the year ended December 31, 2022, the Company;

• completed the installation of EGCS on eight vessels;

• took delivery of four VLCC newbuildings, Front Alta, Front Tweed, Front Tana and Front Gaula;

• sold two LR2 tankers, Front Lion and Front Panther; and

• performed dry docks on 14 vessels.

In the year ended December 31, 2021, the Company;

• completed the installation of EGCS on two vessels and the installation of BWTS on one vessel;

• took delivery of two VLCCs, Front Driva and Front Nausta;

• took delivery of four LR2 newbuildings, Front Favour, Front Feature, Front Fusion and Front Future;

• sold two LR2 tankers, Front Puma and Front Tiger; and

• performed dry docks on 11 vessels.

Impairment

As of December 31, 2021

To determine whether detailed impairment testing was required for our owned vessels, including newbuildings, as of December

31, 2021, the Company assessed whether there was any indication that our vessels may be impaired as of this date by

considering internal and external indicators. Based on this assessment, we observed that the estimated market values received

from independent ship brokers were less than the carrying amount of the majority of our vessels. This was considered to be an

impairment indicator and as such, the recoverable amounts of all our vessels was estimated based on the value in use calculation

using cash flow projections. The estimated recoverable amount of all our vessels were significantly higher than the carrying

amounts and no impairment loss was recognized in the year ended December 31, 2021.

As of December 31, 2022

To determine whether it was necessary to re-estimate the recoverable amounts of our owned vessels, including newbuildings, as

of December 31, 2022, the Company assessed whether any events had occurred that would eliminate the difference calculated

between the carrying amounts and recoverable amounts as of December 31, 2021. Based on this assessment, we observed that

the estimated market values received from independent ship brokers had increased significantly during the period for all our

vessels and actual and forecasted TCE rates and operating results had also improved significantly. Furthermore, the estimated

recoverable amounts of all our vessels as of December 31, 2021 were not sensitive to possible impairment indicators, including

the change in useful life of our vessels from 25 to 20 years as of January 1, 2023. Accordingly, we did not re-estimate our

vessel's recoverable amounts as of December 31, 2022 and no impairment loss was recognized in the year ended December 31,

2022.

As of December 31, 2023

Frontline Plc – Annual Report and Financial Statements 2023 73

We did not identify any events or changes in circumstances indicating that the carrying amounts of our owned vessels might not

be recovered as of December 31, 2023. Based on our assessment, we observed that the estimated market values received from

independent ship brokers had increased since December 31, 2022 for all our vessels. We have not observed negative

developments in forecasted market TCE rates and operating results have also improved significantly during the period.

Furthermore, the Company's market capitalization was significantly higher than the carrying amount of its net assets as of

December 31, 2023. Accordingly, no impairment loss was recognized in the year ended December 31, 2023.

13. RIGHT OF USE ASSETS

Movements in the three years ended December 31, 2023 are as follows:

Frontline Plc – Annual Report and Financial Statements 2023 74

(in thousands of $) Offices Vessels TotalCostAs of December 31, 2022 and 2023 11,395 — 11,395 Accumulated depreciationAs of December 31, 2022 (8,287) — (8,287) Depreciation charge for the period (906) — (906) Translation differences 34 — 34 As of December 31, 2023 (9,159) — (9,159) Net book value as of December 31, 2023 2,236 — 2,236 CostAs of December 31, 2021 11,719 103,888 115,607 Additions 159 — 159 Lease terminations — (103,888) (103,888) Disposals (483) — (483) As of December 31, 2022 11,395 — 11,395 Accumulated depreciationAs of December 31, 2021 (7,805) (59,008) (66,813) Depreciation charge for the period (926) (2,297) (3,223) Lease terminations — 61,305 61,305 Disposals 483 — 483 Translation differences (39) — (39) As of December 31, 2022 (8,287) — (8,287) Net book value as of December 31, 2022 3,108 — 3,108 CostAs of January 1, 2021 11,719 113,329 125,048 Lease terminations — (9,441) (9,441) As of December 31, 2021 11,719 103,888 115,607 Accumulated depreciationAs of January 1, 2021 (5,916) (57,188) (63,104) Depreciation charge for the period (1,467) (11,261) (12,728) Lease terminations — 9,441 9,441 Translation differences (422) — (422) As of December 31, 2021 (7,805) (59,008) (66,813)

As of December 31, 2021 and January 1, 2021, the Company leased in two vessels from SFL, an affiliated company, on time

charters that were classified as leases, the 2004-built VLCCs Front Force and Front Energy. In April 2022, the Company

announced that its subsidiary Frontline Shipping Limited had agreed with SFL to terminate the long-term charters for these

vessels upon the sale and delivery of the vessels by SFL to an unrelated third party.

Frontline Plc – Annual Report and Financial Statements 2023 75

As of January 1, 2021, the Company leased in two vessels from a third party on time charters that were classified as leases

which were terminated in the year end December 31, 2021 when the vessels were redelivered to the owners.

The right-of-use assets for offices relate to lease agreements for office space.

For further details on the Company's leases see Note 18.

14. GOODWILL

Accumulated Net Carrying (in thousands of $) Goodwillimpairment lossesValueBalance as of December 31, 2023, 2022 and 2021 225,273 (112,821) 112,452

Impairment

For impairment testing purposes, goodwill was allocated to one group of CGUs, the Company.

As of December 31, 2021

The recoverable amount of the Company was determined based on its fair value, less cost of disposal, estimated using its

market capitalization plus a control premium as a basis. The Company's market capitalization as of December 31, 2021 was

$1,439.0 million (based on a share price of $7.07) compared to its carrying value of net assets of approximately

$1,642.0 million. The Company reviewed merger transactions in North America with values of over $25.0 million in the 12

months ended December 31, 2021, global deals between public companies of more than $100.0 million in the last 3 years and

global marine transport sector transactions of more than $100.0 million in the last 5 years and observed average control

premiums (based on the one month average share price before the bid) of between 29.3% to 32.2%. Using 30.7% as the average

of the range as of December 31, 2021,the fair value of the Company was calculated as $1,880.7 million. The excess of the fair

value of the Company over its carrying value of net assets was such that the Company concluded that there was no requirement

for an impairment in the year ended December 31, 2021.

As of December 31, 2022

The recoverable amount of the Company was determined based on its fair value, less cost of disposal, estimated using its

market capitalization as a basis. The Company's market capitalization as of December 31, 2022 was $2,702.6 million (based on

a share price of $12.14) compared to its carrying value of net assets of approximately $2,259.9 million. The excess of the fair

value of the Company over its carrying value of net assets was such that the Company concluded that there was no requirement

for an impairment in the year ended December 31, 2022.

If our ordinary share price declines this could result in an impairment of some or all of the $112.5 million of goodwill. In the

absence of a control premium, a share price of $9.65 per share as of December 31, 2022 would have resulted in an impairment

of the full carrying value of goodwill.

As of December 31, 2023

The recoverable amount of the Company was determined based on its fair value, less cost of disposal, estimated using its

market capitalization as a basis. The Company's market capitalization as of December 31, 2023 was $4,463.6 million (based on

a share price of $20.05) compared to its carrying value of net assets of approximately $2,277.3 million. The excess of the fair

value of the Company over its carrying value of net assets was such that the Company concluded that there was no requirement

for an impairment in the year ended December 31, 2023.

If our ordinary share price declines this could result in an impairment of some or all of the $112.5 million of goodwill. In the

absence of a control premium, a share price of $9.72 per share as of December 31, 2023 would have resulted in an impairment

of the full carrying value of goodwill.

15. INVESTMENT IN ASSOCIATED COMPANIES

FMS Holdco

In the year ended December 31, 2022, the Company entered into an agreement to subscribe for 433 shares in FMS Holdco for

$1.5 million. Furthermore, FMS Holdco entered into a sale and purchase agreement to acquire the remaining 50% of the issued

Frontline Plc – Annual Report and Financial Statements 2023 76

share capital of Clean Marine AS. Following the transactions, Frontline owns an effective 43.6% interest in Clean Marine AS

through its 43.6% equity interest in FMS Holdco, which is accounted for under the equity method.

The carrying value of the investment as of December 31, 2023 was $2.1 million (2022: $1.5 million). In the year ended

December 31, 2023, a share of profits of Clean Marine AS of $0.6 million (2022: share of losses of $0.6 million, 2021: nil) was

recognized.

TFG Marine

In January 2020, the joint venture agreement with Golden Ocean and companies in the Trafigura Group to establish a leading

global supplier of marine fuels was completed. As a result, Frontline took a 15% interest in the joint venture company, TFG

Marine, and made a $1.5 million shareholder loan to TFG Marine. In the year ended December 31, 2020, $0.1 million of the

shareholder loan was converted to equity. There was no change in ownership interest as a result of this transaction as each

shareholder converted a portion of shareholder debt to equity in reference to their respective ownership interest. Frontline

concluded that it is able to exercise significant influence over TFG Marine as a result of its equity shareholding and board

representation and therefore its investment is accounted for under the equity method.

The carrying value of the investment as of December 31, 2023 was $10.3 million (2022: $14.8 million). In the year ended

December 31, 2023, a share of profits of TFG Marine of $2.8 million (2022: $14.8 million, 2021: share of losses of

$0.7 million) was recognized. In the year ended December 31, 2023, the Company also received $1.4 million in loan

repayments which reduced the loan receivable to nil and a dividend of $7.3 million from TFG Marine which was recognized as

a reduction in the carrying value of the investment.

16. TRADE AND OTHER PAYABLES

December 31, December 31, (in thousands of $)20232022Trade payables 7,801 7,994 Accrued voyage expenses 43,766 38,617 Accrued ship operating expenses 17,687 16,252 Accrued administrative expenses 11,057 9,359 Other 17,921 9,311 Total current trade and other payables 98,232 81,533 Total other non-current payables 472 2,053

Frontline Plc – Annual Report and Financial Statements 2023 77

17. INTEREST BEARING LOANS AND BORROWINGS

Outstanding debt as of December 31, 2023 and December 31, 2022 was as follows:

December 31, December 31, (in thousands of $)20232022U.S. dollar denominated floating rate debt $252.4 million term loan facility 174,125 242,908 $34.8 million term loan facility 16,370 34,814 $250.7 million term loan facility 119,088 129,912 $100.8 million term loan facility 77,725 85,399 $328.4 million term loan facility 169,705 184,981 $321.6 million term loan facility 165,203 184,183 $129.4 million term loan facility 124,415 84,469 $104.0 million term loan facility 92,422 100,141 $110.5 million term loan facility — 96,125 $60.6 million term loan facility 60,600 — $63.5 million term loan facility 63,450 — $544.0 million lease financing 429,352 459,918 $42.9 million term loan facility 34,559 36,942 $62.5 million term loan facility 50,347 53,820 $133.7 million term loan facility 115,502 123,367 $58.5 million term loan facility 52,000 55,250 $58.5 million term loan facility 52,000 55,250 $130.0 million term loan facility 121,062 127,562 $65.0 million term loan facility 61,750 65,000 $65.0 million term loan facility 60,937 64,187 $65.0 million term loan facility 62,292 — $65.0 million term loan facility 62,562 — $1,410.0 million term loan facility 891,324 — $539.9 million Shareholder loan facility 235,000 — Total U.S. dollar denominated floating rate debt 3,291,790 2,184,228 U.S. dollar denominated fixed rate debt $275.0 million revolving credit facility 175,000 209,700 Total U.S. dollar denominated fixed rate debt 175,000 209,700 Debt issuance costs (42,720) (23,113) Accrued finance expense 32,393 19,499 Total debt 3,456,463 2,390,314 Short-term debt and current portion of long-term debt 261,999 277,854 Long-term portion of debt 3,194,464 2,112,460

Frontline Plc – Annual Report and Financial Statements 2023 78

Proceeds and repayments of debt in the year ended December 31, 2023 are summarized as follows:

December 31, December 31, (in thousands of $)2022 Proceeds Repayments2023Total U.S. dollar denominated floating rate debt 2,184,228 1,509,749 (402,187) 3,291,790 Total U.S. dollar denominated fixed rate debt 209,700 99,700 (134,400) 175,000 Debt issuance costs (23,113) (42,720) Accrued finance expense 19,499 32,393 Total debt 2,390,314 1,609,449 (536,587) 3,456,463 Proceeds and repayments of debt in the year ended December 31, 2022 are summarized as follows:December 31, December 31, (in thousands of $)2021 Proceeds Repayments2022Total U.S. dollar denominated floating rate debt 2,130,814 651,248 (597,834) 2,184,228 Total U.S. dollar denominated fixed rate debt 209,700 — — 209,700 Debt issuance costs (24,318) (23,113) Accrued finance expense 9,379 19,499 Total debt 2,325,575 651,248 (597,834) 2,390,314 Proceeds and repayments of debt in the year ended December 31, 2021 are summarized as follows:January 1, December (in thousands of $)2021 Proceeds Repayments Other31, 2021Total U.S. dollar denominated floating rate debt 2,089,931 250,687 (209,804) — 2,130,814 Total U.S. dollar denominated fixed rate debt 60,000 149,700 — — 209,700 Secured borrowings 6,251 3,481 (9,717) (15) — Debt issuance costs (20,176) (24,318) Accrued finance expense 7,805 9,379 Total debt 2,143,811 403,868 (219,521) (15) 2,325,575

A summary of the Company's interest bearing loans and borrowings as of December 31, 2023 is as follows:

$252.4 million term loan facility

In July 2022, the Company entered into a senior secured term loan facility with a number of banks in an amount of up to

$252.4 million to refinance the original $328.6 million loan facility maturing in February 2023. The new facility matures in

September 2027, carries an interest rate of SOFR plus a margin of 180 basis points and has an amortization profile of 18 years

commencing on the delivery date from the yard. In August 2022, the Company drew down $252.4 million and repaid the

outstanding balance of the original facility of $262.0 million. The facility is fully drawn down as of December 31, 2023.

$34.8 million term loan facility

In October 2022, the Company entered into a senior secured term loan facility in an amount of up to $34.8 million to refinance

the original $50.0 million loan facility maturing in March 2023. The new facility matures in December 2027, carries an interest

rate of SOFR plus a margin of 180 basis points and has an amortization profile of 20 years commencing on the delivery date

from the yard. In November 2022, the Company drew down $34.8 million and repaid the outstanding balance of the original

facility of $35.9 million. The facility is fully drawn down as of December 31, 2023.

$250.7 million term loan facility

In November 2020, the Company entered into a senior secured term loan facility with a number of banks in an amount of up to

$250.7 million. The facility matures in May 2025, carries an interest rate of SOFR plus Credit Adjustment Spread (“CAS”) (as

a result of the rate reform transition discussed below) plus a margin of 190 basis points and has an amortization profile of 18

years commencing on the delivery date from the yard. In November 2020, the Company drew down $250.7 million. In the year

ended December 31, 2021, the sale of two LR2 tankers resulted in a prepayment of $46.5 million under the facility. The facility

is fully drawn down as of December 31, 2023.

Frontline Plc – Annual Report and Financial Statements 2023 79

In March 2024, the Company entered into a senior secured term loan facility in an amount of up to $219.6 million with a

syndicate of banks to refinance six LR2 tankers currently financed under the existing $250.7 million facility. The new facility

has a tenor of five years, carries an interest rate of SOFR plus a margin of 180 basis points and has an amortization profile of 18

years commencing on the delivery date from the yard. The refinancing generated net cash proceeds of approximately

$101.0 million.

$100.8 million term loan facility

In November 2020, the Company entered into a senior secured term loan facility with ING and Credit Suisse in an amount of

up to $100.8 million. The facility matures in November 2025, carries an interest rate of SOFR plus CAS (as a result of the rate

reform transition discussed below) plus a margin of 190 basis points and has an amortization profile of 17 years commencing

on the delivery date from the yard. In November 2020, the Company drew down $100.8 million. The facility is fully drawn

down as of December 31, 2023.

$328.4 million term loan facility

In August 2016, the Company signed a senior secured term loan facility in an amount of up to $328.4 million with China Exim

Bank. The facility matures in 2029, carries an interest rate of SOFR plus CAS (as a result of the rate reform transition discussed

below) plus a margin in line with the Company’s other credit facilities and has an amortization profile of 18 years. The

Company drew down $109.0 million in the year ended December 31, 2016 in connection with one LR2 tanker and two

Suezmax tanker newbuildings, which were delivered in the year. The Company drew down a further $165.9 million in the year

ended December 31, 2017 in connection with two Suezmax tankers and three LR2/Aframax tankers delivered in the year. The

facility is fully drawn down as of December 31, 2023.

$321.6 million term loan facility

In February 2017, the Company signed a second senior secured term loan facility in an amount of up to $321.6 million. The

facility provided by China Exim Bank is insured by China Export and Credit Insurance Corporation. The facility matures in

2033, carries an interest rate of SOFR plus CAS (as a result of the rate reform transition discussed below) plus a margin in line

with the Company’s other credit facilities and has an amortization profile of 15 years. The Company drew down $252.7 million

in the year ended December 31, 2017 in connection with four Suezmax tankers and three LR2/Aframax tankers delivered in the

period. The Company drew down $32.0 million in the year ended December 31, 2018 in connection with one LR2 tanker

delivered in the period. The facility is fully drawn down as of December 31, 2023.

$129.4 million term loan facility

In May 2023, the Company entered into a senior secured term loan facility in an amount of up to $129.4 million from ING to

refinance the existing term loan facility with total balloon payments of $80.1 million due in August 2023. The new facility has a

tenor of five years, carries an interest rate of SOFR plus a margin of 180 basis points and has an amortization profile of 18 years

commencing on the delivery date from the yard. The facility includes a sustainability margin adjustment linked to the fleet

sustainability score. The existing facility carried an interest rate of LIBOR plus a margin of 190 basis points. In June 2023, the

Company drew down $129.4 million under the new facility and repaid the outstanding balance of the existing facility of $84.5

million in full. The new facility is fully drawn down as of December 31, 2023.

$104.0 million term loan facility

In April 2022, the Company entered into a senior secured term loan facility with Credit Suisse AG in an amount of

$104.0 million to refinance the $110.5 million loan facility maturing in 2023. The new facility matures in May 2028, carries an

interest rate of SOFR plus a margin of 180 basis points and has an amortization profile of 18 years commencing on the delivery

date from the yard. In May 2022, the Company drew down $104.0 million and repaid the outstanding balance of the original

facility of $96.4 million. The facility is fully drawn down as of December 31, 2023.

$110.5 million term loan facility

In November 2023, the Company repaid the outstanding balance of $90.9 million under this facility in full with part of the

proceeds from the two senior secured term loan facilities in an amount of up to $124.1 million with Deka Bank below.

$60.6 million term loan facility and $63.5 million term loan facility

In November 2023, the Company entered into two senior secured term loan facilities in an amount of up to $124.1 million with

Deka Bank to refinance the $110.5 million term loan facility with Credit Suisse above which had total balloon payments of

$89.0 million due in January 2024. The facilities have a tenor of four and six years, respectively, carry an interest rate of SOFR

plus a margin of 171 basis points and have an amortization profile of 18 years commencing on the delivery year from the yard.

The facilities were fully drawn down in November 2023. The Company used $90.9 million of the proceeds to repay the existing

Frontline Plc – Annual Report and Financial Statements 2023 80

Credit Suisse term loan facility in full and used the remaining net cash proceeds from the refinancing of $33.2 million to partly

finance the Acquisition.

$544.0 million lease financing

In March 2020, the Company signed a sale-and-leaseback agreement in an amount of $544.0 million with ICBCL to finance the

cash amount payable upon closing of the acquisition of 10 Suezmax tankers from Trafigura, which took place on March 16,

2020. The lease financing has a tenor of seven years, carries an interest rate of SOFR plus CAS (as a result of the rate reform

transition discussed below) plus a margin of 230 basis points, has an amortization profile of 17.8 years and includes purchase

options for the Company throughout the term with a purchase obligation at the end of the term. The Company is precluded from

accounting for the sale of the vessels due to the purchase obligation at the end of the term which prevents the lessor from

obtaining control of the vessels and as such the lease has been accounted for as a secured borrowing, with the vessels recorded

under "Vessels and equipment". The facility is fully drawn down as of December 31, 2023.

$42.9 million term loan facility

In November 2019, the Company signed a senior secured term loan facility in an amount of up to $42.9 million with Credit

Suisse to partially finance the delivery of one Suezmax tanker. The facility matures five years after the vessel's delivery date,

carries an interest rate of SOFR plus CAS (as a result of the rate reform transition discussed below) plus a margin of 190 basis

points and has an amortization profile of 18 years. In May 2020, the Company drew down $42.9 million under the facility in

connection with the delivery of one Suezmax tanker. The facility is fully drawn down as of December 31, 2023.

$62.5 million term loan facility

In May 2020, the Company signed a senior secured term loan facility in an amount of up to $62.5 million with Crédit Agricole

to partially finance the delivery of one VLCC. The facility matures five years after the vessel's delivery date, carries an interest

rate of SOFR plus CAS (as a result of the rate reform transition discussed below) plus a margin of 190 basis points and has an

amortization profile of 18 years. In June 2020, the Company drew down $62.5 million under the facility in connection with the

delivery of one VLCC. The facility is fully drawn down as of December 31, 2023.

$133.7 million term loan facility

In November 2020, the Company entered into a senior secured term loan facility with CEXIM and Sinosure in an amount of up

to $133.7 million to partially finance four LR2 tanker newbuildings in the Company's newbuilding program at that time. The

facility has a tenor of 12 years, carries an interest rate of SOFR plus CAS (as a result of the rate reform transition discussed

below) plus a margin in line with the Company’s other credit facilities and has an amortization profile of 17 years commencing

on the delivery date from the yard. The Company drew down $33.4 million in March 2021, $33.4 million in April 2021,

$33.4 million in September 2021 and $33.4 million in November 2021 under the facility to partially finance the delivery of four

LR2 tankers. The facility is fully drawn down as of December 31, 2023.

In February 2024, the Company entered into a secured term loan facility in an amount of up to $94.5 million with KFW Bank to

refinance two LR2 tankers currently financed under the existing $133.7 million facility. The new facility has a tenor of five

years, carries an interest rate of SOFR plus a margin of 180 basis points and has an amortization profile of 20 years

commencing on the delivery date from the yard. The refinancing generated net cash proceeds of approximately $38.0 million.

$58.5 million term loan facility

In September 2021, the Company entered into a senior secured term loan facility in an amount of up to $58.5 million with SEB

to partially finance the acquisition of one 2019-built VLCC. The facility has a tenor of five years, carries an interest rate of

SOFR plus CAS (as a result of the rate reform transition discussed below) plus a margin of 170 basis points and has an

amortization profile of 20 years commencing on the delivery date from the yard. In October 2021, the Company took delivery

of the vessel and drew down $58.5 million under the facility to partially finance the delivery. The facility is fully drawn down

as of December 31, 2023.

$58.5 million term loan facility

In September 2021, the Company entered into a senior secured term loan facility in an amount of up to $58.5 million with KFW

to partially finance the acquisition of one 2019-built VLCC. The facility has a tenor of five years, carries an interest rate of

SOFR plus CAS (as a result of the rate reform transition discussed below) plus a margin of 170 basis points and has an

amortization profile of 20 years commencing on the delivery date from the yard. In November 2021, the Company took

delivery of the vessel and drew down $58.5 million under the facility to partially finance the delivery. The facility is fully

drawn down as of December 31, 2023.

$130.0 million term loan facility

Frontline Plc – Annual Report and Financial Statements 2023 81

In October 2021, the Company entered into a senior secured term loan facility in an amount of up to $130.0 million with DNB

to partially finance the acquisition of two of the six resale VLCC newbuilding contracts in the Company's newbuilding program

at that time. The facility has a tenor of five years, carries an interest rate of SOFR plus CAS (as a result of the rate reform

transition discussed below) plus a margin of 170 basis points and has an amortization profile of 20 years commencing on the

delivery date from the yard. The Company drew down $65.0 million in April 2022 and $65.0 million in June 2022 to partially

finance the delivery of the 2022 built VLCCs, Front Alta and Front Tweed. The facility is fully drawn down as of December

31, 2023.

$65.0 million term loan facility

In December 2021, the Company entered into a senior secured term loan facility in an amount of up to $65.0 million from ABN

AMRO Bank N.V. to partially finance the acquisition of one of the six resale VLCC newbuilding contracts in the Company's

newbuilding program at that time. The facility has a tenor of five years, carries an interest rate of SOFR plus CAS (as a result of

the rate reform transition discussed below) plus a margin of 170 basis points and has an amortization profile of 20 years

commencing on the delivery date from the yard. In October 2022, the Company drew down $65.0 million to partially finance

the delivery of the 2022 built VLCC Front Gaula. The facility is fully drawn down as of December 31, 2023.

$65.0 million term loan facility

In December 2021, the Company entered into a senior secured term loan facility in an amount of up to $65.0 million from ING

Bank to partially finance the acquisition of one of the six resale VLCC newbuilding contracts in the Company's newbuilding

program at that time. The facility has a tenor of five years, carries an interest rate of SOFR plus CAS (as a result of the rate

reform transition discussed below) plus a margin of 170 basis points and has an amortization profile of 20 years commencing

on the delivery date from the yard. The facility includes a sustainability margin adjustment linked to the fleet sustainability

score. In August 2022, the Company drew down $65.0 million to partially finance the delivery of the 2022 built VLCC Front

Tana. The facility is fully drawn down as of December 31, 2023.

$65.0 million term loan facility

In December 2021, the Company entered into a senior secured term loan facility in an amount of up to $65.0 million from KFW

to partially finance the acquisition of one of the six resale VLCC newbuilding contracts in the Company's newbuilding program

at that time. The facility has a tenor of five years, carries an interest rate of SOFR plus CAS (as a result of the rate reform

transition discussed below) plus a margin of 170 basis points and has an amortization profile of 20 years commencing on the

delivery date from the yard. In January 2023, the Company took delivery of the VLCC newbuilding, Front Tyne, from HHI and

drew down $65.0 million under this facility to partially finance the delivery. The facility is fully drawn as of December 31,

2023.

$65.0 million term loan facility

In December 2021, the Company entered into a senior secured term loan facility in an amount of up to $65.0 million from

Crédit Agricole to partially finance the acquisition of one of the six resale VLCC newbuilding contracts in the Company's

newbuilding program at that time. The facility has a tenor of five years, carries an interest rate of SOFR plus CAS (as a result of

the rate reform transition discussed below) plus a margin of 170 basis points and has an amortization profile of 18 years

commencing on the delivery date from the yard. In January 2023, the Company took delivery of the VLCC newbuilding, Front

Orkla, from HHI and drew down $65.0 million under this facility to partially finance the delivery. The facility is fully drawn as

of December 31, 2023.

$1,410.0 million term loan facility

In November 2023, the Company entered into a senior secured term loan facility in an amount of up to $1,410.0 million with a

group of our relationship banks to partially finance the Acquisition. The facility has a tenor of five years, carries an interest rate

of SOFR plus a margin in line with the Company’s existing loan facilities and has an amortization profile of 20 years

commencing on the delivery date from the yard. In December 2023, the company drew down $891.3 million under the facility

to partly finance the Acquisition. Up to $518.7 million remained available and undrawn under the facility as of December 31,

2023 all of which was drawn down to partially finance the remaining 13 vessels delivered as a result of the Acquisition in the

first quarter of 2024.

$275.0 million revolving credit facility

In June 2016, the Company signed a $275.0 million senior unsecured facility agreement with an affiliate of Hemen, the

Company's largest shareholder. The original facility carried an interest rate of 6.25% and was available to the Company for a

period of an initial period of 18 months from the first utilization date and was repayable in full on the 18 months anniversary of

the first utilization date. There were no scheduled loan repayments before this date. The facility does not include any financial

covenants.

Frontline Plc – Annual Report and Financial Statements 2023 82

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. The balance outstanding of $209.7 million is included in long-term debt as of December 31, 2022.

In February and June 2023, the Company repaid $60.0 million and $74.4 million, respectively, under the facility. In October

2023, the Company extended the facility by 20 months to January 4, 2026, at an interest rate of 10.0% and otherwise on

existing terms. In December 2023, the Company drew down $99.7 million under the facility to partly finance the Acquisition.

Up to $100.0 million remained available to be drawn as of December 31, 2023. The balance outstanding of $175.0 million was

included in long-term debt as of December 31, 2023. In April 2024, the Company repaid $100.0 million under the facility.

$539.9 million Shareholder loan

In November 2023, the Company entered into a subordinated unsecured shareholder loan in an amount of up to $539.9 million

with Hemen to partly finance the Acquisition. The facility has a tenor of 5 years and carries an interest rate of SOFR plus a

margin equal to the $1,410.0 million facility, in line with the Company’s existing loan facilities. In December 2023, the

Company drew down $235.0 million under the facility to partly finance the Acquisition. Up to $304.9 million remained

available to be drawn as of December 31, 2023. In January 2024, the Company drew down $60.0 million to partially finance the

remaining 13 vessels delivered as a result of the Acquisition in the first quarter of 2024.

Rate reform transition

Due to the discontinuance of LIBOR after June 30, 2023, the Company entered into amendments to existing loan agreements

with an aggregate outstanding principal of $1,634.1 million as of December 31, 2023 (as denoted above), for the transition from

LIBOR to SOFR. The weighted average CAS of these amendment agreements is 15 basis points based on a three months

interest period.

The amendments to our loan agreements, which are measured at amortized cost using the effective interest method, were

accounted for as an adjustment to the effective interest rate which did not have a significant effect on the carrying amount of the

loans.

Debt restrictions

The Company's loan agreements contain loan-to-value clauses, which could require the Company to post additional collateral or

prepay a portion of the outstanding borrowings should the value of the vessels securing borrowings under each of such

agreements decrease below required levels. In addition, the loan agreements contain certain financial covenants, including the

requirement to maintain a certain level of free cash, positive working capital and a value adjusted equity covenant. Cash and

cash equivalents include cash balances of $75.4 million (2022: $54.4 million), which represents 50% (2022: 50%) of the cash

required to be maintained by the financial covenants in our loan agreements. The Company is permitted to satisfy up to 50% of

the cash requirements by maintaining a committed undrawn credit facility with a remaining availability of greater than 12

months.

Failure to comply with any of the covenants in the loan agreements could result in a default, which would permit the lender to

accelerate the maturity of the debt and to foreclose upon any collateral securing the debt. Under those circumstances, the

Company might not have sufficient funds or other resources to satisfy its obligations. The Company was in compliance with all

of the financial covenants contained in the Company's loan agreements as of December 31, 2023 and December 31, 2022.

Assets pledged

December 31, December 31, (in thousands of $)20232022Vessels 4,632,901 3,650,325

18. LEASES

As a lessee

The Company is committed to make rental payments under leases for office premises. Certain of these leases include variable

lease elements linked to inflation indexes. Such variable payments were estimated at the time of recognition on the index at that

time and are included in the minimum lease payments.

The future minimum lease payments under the Company's leases as at December 31, 2023 were as follows:

Frontline Plc – Annual Report and Financial Statements 2023 83

(in thousands of $) 2024 1,154 2025 1,450 Total minimum lease payments 2,604 Less: Imputed interest (70) Present value of obligations under leases 2,534

The future minimum lease payments under the Company's leases as at December 31, 2022 were as follows:

(in thousands of $) 2023 1,103 2024 1,206 2025 1,237 Total minimum lease payments 3,546 Less: Imputed interest (150) Present value of obligations under leases 3,396

Total cash outflows for leases was $0.9 million, $2.9 million and $11.8 million in the years ended December 31, 2023, 2022

and 2021, respectively.

Expense for office leases was $0.9 million, $0.9 million and $1.5 million for the years ended December 31, 2023, 2022 and

2021, respectively.

The Company incurred lease expenses of nil (2022: $2.2 million, 2021: $8.6 million) in relation to the vessels leased-in from

SFL, an affiliated company, Front Energy and Front Force. Contingent rental income recorded in the year ended December 31,

2022 was primarily due to the fact that the profit share expense accrued in the lease obligation payable when the leases were

recorded at fair value at the time of Frontline's merger with Frontline 2012 Ltd. was $0.6 million higher than the actual profit

share expense payable to SFL, as no profit share was payable for the period. The Company recorded contingent rental income

of $3.6 million in the year ended December 31, 2021 primarily due to the fact that the actual profit share expense payable of

$0.3 million was $3.6 million less than the amount accrued in the lease obligation payable when the leases were recorded at fair

value at the time of the merger between the Company and Frontline 2012 Ltd.

The Company incurred lease expenses of nil (2022: nil, 2021: $2.7 million) in relation to two vessels leased in from a third

party on time charters that were classified as leases.

Interest expense incurred in relation to the leased-in vessels is disclosed in Note 6.

The weighted-average discount rate based on the Company's incremental borrowing rate, or IBR, in relation to the leases was

2.5% for the year ended December 31, 2023 (2022: 2.7%, 2021: 7.1%) and the weighted-average remaining lease term was two

years as of December 31, 2023 (2022: three years, 2021: five years).

For further details on the Company's right-of-use assets see Note 13.

As a lessor

Four LR2 tankers were on fixed rate time charters as of December 31, 2023 (2022: two LR2 tankers). The minimum future

revenues to be received under fixed rate contracts as of December 31, 2023 were as follows:

(in thousands of $) 2024 58,194 2025 30,895 Total minimum lease payments 89,089

Frontline Plc – Annual Report and Financial Statements 2023 84

The minimum future revenues to be received under fixed rate contracts as of December 31, 2022 were as follows:

(in thousands of $) 2023 24,090 2024 24,156 2025 15,954 Total minimum lease payments 64,200

Our revenues from these leases have been included within time charter revenues in the Consolidated Statement of Profit or

Loss, which solely relates to leasing revenues.

Two of the LR2 tankers on fixed rate time charters as of December 31, 2023 and December 31, 2022 have an option for a one

year extension.

The cost and accumulated depreciation of vessels leased under time charters as of December 31, 2023 were $206.1 million and

$36.0 million, respectively (December 31, 2022: $100.1 million and $3.9 million, respectively).

19. FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT

Accounting classifications and fair values

The following tables show the carrying amounts and fair values of financial assets and financial liabilities, including their levels

in the fair value hierarchy.

December 31, 2023 December 31, 2022Carrying Carrying (in thousands of $)Value Fair ValueValue Fair ValueFinancial assets measured at fair value through profit or lossDerivative instruments receivable - non-current 39,117 39,117 53,993 53,993 Marketable securities 7,432 7,432 236,281 236,281 Financial assets not measured at fair valueCash and cash equivalents 308,322 308,322 254,525 254,525 Receivables 124,647 124,647 139,467 139,467 Loan notes receivable — — 1,388 1,388 Financial liabilities not measured at fair valueTrade and other payables 98,232 98,232 81,533 81,533 Floating rate debt 3,322,347 3,322,347 2,201,543 2,201,543 Fixed rate debt 176,837 184,462 211,884 212,203

Frontline Plc – Annual Report and Financial Statements 2023 85

Dec 31, 2023 (in thousands of $)Fair ValueLevel 1 Level 2 Level 3Financial assets measured at fair value through profit or lossDerivative instruments receivable - non-current 39,117 — 39,117 — Marketable securities 7,432 7,432 — — Financial assets not measured at fair valueCash and cash equivalents 308,322 308,322 — — Financial liabilities not measured at fair valueFloating rate debt 3,322,347 — 3,322,347 — Fixed rate debt 184,462 — — 184,462 Dec 31, 2022 (in thousands of $)Fair ValueLevel 1 Level 2 Level 3Financial assets measured at fair value through profit or lossDerivative instruments receivable - non-current 53,993 — 53,993 — Marketable securities 236,281 236,281 — — Financial assets not measured at fair valueCash and cash equivalents 254,525 254,525 — — Loan notes receivable 1,388 — 1,388 — Financial liabilities not measured at fair valueFloating rate debt 2,201,543 — 2,201,543 — Fixed rate debt 212,203 — — 212,203

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 valueType Valuation Techniques Significant observable inputsInterest rate swapsFair value was determined based on Not applicable.the present value of the estimated future cash flows.Marketable securitiesFair value was determined based on Not applicable.the quoted market prices of the securities.Financial instruments not measured at fair valueType Valuation Techniques Significant observable inputsFloating rate debt Discounted cash flow. Not applicable.Fixed rate debt Discounted cash flow. Discount rate.

Assets Measured at Fair Value on a Recurring Basis

The fair value (level 2) of interest rate swaps is the present value of the estimated future cash flows that the Company would

receive or pay to terminate the agreements at the end of the reporting period, taking into account, as applicable, fixed interest

rates on interest rate swaps, current interest rates, forward rate curves and the credit worthiness of both the Company and the

derivative counterparty.

Frontline Plc – Annual Report and Financial Statements 2023 86

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 2023 and 2022.

Financial risk management

In the course of its normal business, the Company is exposed to the following risks:

• Credit risk

• Liquidity risk

• Market risk (interest rate risk, foreign currency risk, and price risk)

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company's risk

management framework.

Credit risk

Trade and other receivables

At the balance sheet date all trade and other receivables were with (i) state-owned enterprises, (ii) oil majors, (iii) commodities

traders and (iv) related parties and affiliated companies. Based on past experience, there was only a small impact on doubtful

amounts at year-end. Based on individual analyses, provisions for doubtful debtors were not material for the years ended

December 31, 2023 and 2022. In addition, no customers individually accounted for 10% or more of total revenue in 2023 and

2022 (see Note 3). The maximum exposure to credit risk is represented by the carrying amount of each financial asset.

Past due amounts are not credit impaired as collection is still considered to be likely and management is confident the

outstanding amounts can be recovered. Amounts not past due are also with customers with high credit worthiness and are

therefore not credit impaired.

Cash and cash equivalents

The Company held cash and cash equivalents of $308.3 million at December 31, 2023 (2022: $254.5 million). The cash and

cash equivalents are held with Skandinaviska Enskilda Banken, or SEB, HSBC, Royal Bank of Scotland, DNB Bank ASA and

Nordea Bank Norge, or Nordea, Crédit Agricole, Credit Suisse AG, Standard Chartered Bank Singapore, ABN Amro, Bank of

Cyprus and Citibank N.A. The Company’s concentration of credit risk with respect to cash and cash equivalents is not

considered significant as substantially all of the amounts are carried with a diversified portfolio of banks and financial

institution counterparties.

Restricted cash

Our interest rate swaps can require us to post cash as collateral based on their fair value which is classified as restricted cash. As

of December 31, 2023, 2022 and 2021 no cash was posted as collateral in relation to our interest rate swaps and secured

borrowings (January 1, 2021: $14.9 million).

Derivatives

The Company is exposed to the risk of credit loss in the event of non-performance by the counterparty to the interest rate swap

agreements. Interest rate swap agreements are entered into with banks and financial institution counterparties, which are rated

AA-, based on rating agency S&P.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations if they fall due. The Company’s

approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities

when due. The Company has entered into several loan facilities whose maturities are spread over different years (see Note 17).

The following are the remaining contractual maturities of financial liabilities:

Frontline Plc – Annual Report and Financial Statements 2023 87

Contractual cash flows at December 31, 2023Carrying Less than 1 Between 1 More than 5 (in thousands of $)Value Totalyearand 5 yearsyearsNon derivative financial liabilitiesFloating rate debt 3,279,626 3,322,347 260,162 1,593,648 1,468,537 Interest on floating rate debt — 802,278 200,291 573,410 28,577 Fixed rate debt 176,837 176,837 1,837 175,000 — Interest on fixed rate debt — 32,131 12,395 19,736 — Obligations under leases 2,534 2,534 1,104 1,430 — Trade and other payables 98,232 98,232 98,232 — — Contractual cash flows at December 31, 2022Carrying Less than 1 Between 1 More than 5 (in thousands of $)Value Totalyearand 5 yearsyearsNon derivative financial liabilitiesFloating rate debt 2,178,430 2,201,543 275,670 1,555,143 370,730 Interest on floating rate debt — 435,769 106,487 296,516 32,766 Fixed rate debt 211,884 211,884 2,184 209,700 — Interest on fixed rate debt — 20,960 12,342 8,618 — Obligations under leases 3,396 3,396 1,024 2,372 — Trade and other payables 81,533 81,533 81,533 — —

The Company has secured bank loans that contain loan covenants. A future breach of covenant may require the Company to

repay the loan earlier than indicated in the above table. For more details on these covenants, see Note 17.

The carrying values of fixed and floating rate debt include accrued interest as of the reporting date. The interest on floating rate

debt is based on the SOFR spot rate as of December 31, 2023 (and spot rate as of December 31, 2022 for comparatives). The

interest on fixed rate debt is based on the contractual interest rate for the periods presented. It is not expected that the cash flows

included in the table above (the maturity analysis) could occur significantly earlier, or at significantly different amounts than

stated above.

Market risk

Interest rate risk

The Company is exposed to the impact of interest rate changes primarily through its floating-rate borrowings that require the

Company to make interest payments based on SOFR. Significant increases in interest rates could adversely affect operating

margins, results of operations and ability to service debt. The Company uses interest rate swaps to reduce its exposure to market

risk from changes in interest rates. The principal objective of these contracts is to minimize the risks and costs associated with

its floating-rate debt. On December 31, 2023 the Company had interest rate swaps in place and approximately 17% (2022:

25%) of the floating interest rates were switched to fixed rate.

Cash flow sensitivity analysis for variable rate instruments

As of December 31, 2023, the Company's outstanding debt which was at variable interest rates, net of the amount subject to

interest rate swap agreements, was $2,741.8 million (2022: $1,634.2 million). Based on this, a one percentage point increase in

annual SOFR interest rates would increase its annual interest expense by approximately $27.4 million (2022: $16.3 million),

excluding the effects of capitalization of interest.

Interest rate swap agreements

In February 2016, the Company entered into an interest rate swap with DNB whereby the floating interest on notional debt of

$150.0 million was switched to fixed rate. The contract had a forward start date of February 2019.

In the year ended December 31, 2020, the Company entered into three interest rate swaps with DNB whereby the floating

interest rate on notional debt totaling $250.0 million was switched to a fixed rate.

Frontline Plc – Annual Report and Financial Statements 2023 88

In the year ended December 31, 2020, the Company entered into two interest rate swaps with Nordea Bank whereby the

floating interest rate on notional debt totaling $150.0 million was switched to a fixed rate.

The reference rate for our interest rate swaps, which are measured at fair value through profit or loss, was transitioned from

LIBOR to SOFR in the year ended December 31, 2023 which did not affect the accounting for these derivatives.

The aggregate fair value of these swaps at December 31, 2023 was an asset of $39.1 million (2022: $54.0 million) and a

liability of nil (2022: nil). The fair value (Level 2) of the Company’s interest rate swap agreements is the estimated amount that

the Company would receive or pay to terminate the agreements at the reporting date, taking into account, as applicable, fixed

interest rates on interest rate swaps, current interest rates, forward rate curves and the current credit worthiness of both the

Company and the derivative counterparty. The estimated fair value is the present value of future cash flows. In the year ended

December 31, 2023, the Company recorded a gain on these interest rate swaps of $8.0 million (2022: gain of $53.6 million,

2021: gain of $17.5 million).

The interest rate swaps are not designated as hedges and are summarized as of December 31, 2023 as follows:

Notional Amount Inception Date Maturity Date Fixed Interest Rate($000s) 150,000 February 2019 February 2026 2.1970 % 100,000 March 2020 March 2027 0.9750 % 50,000 March 2020 March 2027 0.6000 % 100,000 March 2020 March 2025 0.9000 % 100,000 April 2020 April 2027 0.5970 % 50,000 April 2020 April 2025 0.5000 % 550,000

Foreign currency risk

The majority of the Company's transactions, assets and liabilities are denominated in U.S. dollars, its functional currency.

Certain of its subsidiaries report in British pounds, Norwegian kroner or Singapore dollars and risks of two kinds arise as a

result: a transaction risk, that is, the risk that currency fluctuations will have an effect on the value of cash flows; and a

translation risk, which is the impact of currency fluctuations in the translation of foreign operations and foreign assets and

liabilities into U.S. dollars in the consolidated financial statements.

Price risk

Our exposure to equity securities price risk arises from marketable securities held by the Company which are listed equity

securities and are carried at FVTPL unless the election to present subsequent changes in the investment's fair value in OCI is

made. See Note 9 for further details.

Capital management

We operate in a capital intensive industry and have historically financed our purchase of tankers and other capital expenditures

through a combination of cash generated from operations, equity capital and borrowings from commercial banks. Our ability to

generate adequate cash flows on a short and medium term basis depends substantially on the trading performance of our vessels

in the market. Our funding and treasury activities are conducted within corporate policies to increase investment returns while

maintaining appropriate liquidity for our requirements.

The Company’s objectives when managing capital are to:

• safeguard our ability to continue as a going concern, so that we can continue to provide returns for shareholders and

benefits for other stakeholders, and

• maintain an optimal capital structure to reduce the cost of capital.

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 per share for the first quarter of 2023. In February 2023,

we declared a dividend of $0.30 per share for the third quarter and a dividend of $0.77 per share for the fourth quarter of 2022.

In August 2022, we declared a dividend of $0.15 per share for the second quarter of 2022. No dividends were declared in 2021.

Frontline Plc – Annual Report and Financial Statements 2023 89

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 Company's loan agreements contain loan-to-value clauses, which could require the Company to post additional collateral or

prepay a portion of the outstanding borrowings should the value of the vessels securing borrowings under each of such

agreements decrease below required levels. In addition, the loan agreements contain certain financial covenants, including the

requirement to maintain a certain level of free cash, positive working capital and a value adjusted equity covenant. Failure to

comply with any of the covenants in the loan agreements could result in a default, which would permit the lenders to accelerate

the maturity of the debt and to foreclose upon any collateral securing the debt.

20. SHARE CAPITAL

The authorized share capital of the Company as of December 31, 2023 is $600,000,000 (2022: $600,000,000) divided into

600,000,000 shares (2022: 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, 2022 and 2023.

ATM program

In June 2020, the Company entered into an equity distribution agreement with Morgan Stanley & Co. LLC for the offer and

sale of up to $100.0 million of ordinary shares of the Company through an at-the-market offering program (the "ATM

program"). In the year ended December 31, 2021, the Company issued 5,499,658 shares for combined gross proceeds of

$51.2 million.

The movement in the number of shares outstanding during the years ended December 31, 2023 and 2022 are as follows:

Outstanding shares as of January 1, 2021 197,692,321 Shares issued under ATM program 5,499,658 Shares issued on exercise of options (see Note 21) 339,000 Outstanding shares as of December 31, 2021 203,530,979 Shares issued in connection with Euronav share acquisition (see Note 8) 19,091,910 Outstanding shares as of December 31, 2022 and 2023 222,622,889

21. SHARE OPTIONS

The Company's share option scheme, or Frontline Scheme, permits the Board of Directors, at its discretion, to grant options to

acquire shares in the Company to employees and directors of the Company or its subsidiaries. The subscription price for all

options granted under the scheme is reduced by the amount of all dividends declared by the Company in the period from the

date of grant until the date the option is exercised, provided the subscription price is never reduced below the nominal value of

the share. The vesting periods of options granted under the Frontline Scheme will be specific to each grant. There is no

maximum number of shares authorized for awards of equity share options and authorized, unissued or treasury shares of the

Company may be used to satisfy exercised options. As of December 31, 2023 and 2022 there were no options outstanding under

this scheme. The scheme was closed to new option grants in 2019.

In the year ended December 31, 2021, the Company issued 339,000 ordinary shares for proceeds of $1.9 million under its share

option scheme at a strike price of $5.70 per share. The shares were issued to John Fredriksen (198,000 shares), Inger M. Klemp

(120,000 shares), and Ola Lorentzon (21,000 shares). In the year ended December 31, 2021, 130,000 options were exercised

and settled for a cash payment of $0.3 million.

In December 2021, the Board of Directors approved the grant of 1,280,000 synthetic options to employees and board members

according to the rules of the Company’s synthetic option scheme approved on December 7, 2021. The synthetic options have a

five-year term expiring in December 2026. The vesting period is 12 months for the first 27.5% of options, 24 months for the

next 27.5% of options and 36 months for the final 45% of options. The synthetic options will be settled in cash based on the

difference between the market price of the Company’s shares and the exercise price on the date of exercise, and as such, have

been classified as a liability. As of December 31, 2023, 92,400 synthetic options have been exercised, 86,100 have been

forfeited and 1,101,500 remaining outstanding (2022: 1,200,000).

Frontline Plc – Annual Report and Financial Statements 2023 90

The synthetic options have an estimated expected life of 3.4 years. The risk-free interest rate was estimated using the interest

rate on three year U.S. treasury zero coupon issues. The volatility was estimated using historical share price data. The dividend

yield was estimated at 0% as the exercise price is reduced by all dividends declared by the Company from the date of grant to

the exercise date. It was assumed that all of the options granted will vest.

The initial exercise price for the synthetic options granted in December 2021 was reduced by the amount of dividends paid after

the date of grant. As of December 31, 2023, 704,000 of these options had vested. As of December 31, 2023, 86,100 options had

been forfeited and 92,400 options were exercised at a weighted average exercise price of $6.52. As of December 31, 2023,

564,650 options remained exercisable. The subsequent remeasurement of fair value of the synthetic options resulted in an

expense of $10.7 million in the year ended December 31, 2023 (2022: $4.7 million, 2021: $0.2 million).

As of December 31, 2023, the weighted average exercise price of the outstanding options was $4.48 (2022: $7.64), the

weighted average exercise price of the exercisable options was $4.13 and the Company's share price was $20.05.

The weighted average fair value of the options granted in 2021 was $6.54 per share. The synthetic options had a fair value of

$17.5 million as of December 31, 2023 (2022: $8.4 million) and the Company recorded a liability of $15.0 million as of

December 31, 2023 (2022: $4.9 million) in the Consolidated Statements of Financial Position. The intrinsic value of liabilities

which had vested as of December 31, 2023 was $9.0 million (2022: $1.7 million).

22. RELATED PARTY TRANSACTIONS AND AFFILIATED COMPANIES

We transact business with the following related parties and affiliated companies, an affiliated company being a company in

which Hemen and companies associated with Hemen have significant influence or control: SFL, Seatankers Management

Norway AS, Seatankers Management Co. Ltd, Golden Ocean, Alta Trading UK Limited, Archer Limited, Flex LNG Ltd,

Avance Gas and Front Ocean Management AS. We also own interests in TFG Marine and Clean Marine AS (through our

interest in FMS Holdco) which are accounted for as equity method investments.

Summary

A summary of transactions with related parties and affiliated companies for the years ended December 31, 2023, 2022 and 2021

was as follows:

Frontline Plc – Annual Report and Financial Statements 2023 91

(in thousands of $) Note 2023 2022 2021Revenues and other operating incomeSeatankers Management Co. Ltd 2,196 1,669 2,085 SFL 4 5,925 7,634 5,788 Golden Ocean 4,182 3,061 3,942 Alta Trading UK Limited 8 5,617 2,942 Seadrill Limited — — 277 Archer Limited — — 143 Flex LNG Ltd 1,513 1,242 1,637 Avance Gas 1,989 2,191 2,404 TFG Marine 1,060 627 786 Other related parties and affiliated companies 7 53 606 Total revenues and other operating income 16,880 22,094 20,610 Operating expensesSFL 13, 18 — 1,590 5,032 Front Ocean Management AS 2,514 2,010 443 Seatankers Management Norway AS 880 516 667 Seatankers Management Co. Ltd 593 803 275 Total operating expenses 3,987 4,919 6,417 Other income (expenses)Shareholder loan facility finance expense 17 (255) — — Revolving credit facility finance expense 17 (11,690) (13,288) (8,226) SFL interest leasing 6, 13, 18 — (937) (3,892) FMS Holdco share of results 15 611 (555) — TFG Marine share of results 15 2,771 14,797 (724) Total other income (expenses) (8,563) 17 (12,842)

Revenues earned from related parties and affiliated companies are comprised of office rental income, technical and commercial

management fees, newbuilding supervision fees, freights, and administrative services. Operating expenses paid to related

parties and affiliated companies are comprised of rental for vessels and office space, support staff costs, and corporate

administration.

Related party and affiliated company balances

A summary of balances due from related parties and affiliated companies as of December 31, 2023 and 2022 was as follows:

Frontline Plc – Annual Report and Financial Statements 2023 92

December 31, December 31, (in thousands of $)20232022SFL 4,652 3,505 Seatankers Management Co. Ltd 726 1,368 Golden Ocean 11,147 6,964 Alta Trading UK Limited 8 60 Flex LNG Ltd 455 303 TFG Marine 1,117 28 Avance Gas 1,080 695 Front Ocean Management — 473 Other related parties and affiliated companies 107 89 Related party and affiliated company receivables 19,292 13,485

Balances due from related parties and affiliated companies are primarily derived from newbuilding supervision fees, technical

and commercial management fees, and recharges for administrative services.

A summary of balances due to related parties and affiliated companies at December 31, 2023 and 2022 was as follows:

December 31, December 31, (in thousands of $)20232022SFL 6,407 6,702 Seatankers Management Co. Ltd 337 351 Golden Ocean 13,837 8,470 Flex LNG Ltd 549 158 TFG Marine 25,956 14,831 Front Ocean Management 71 286 Avance Gas 562 450 Related party and affiliated company payables 47,719 31,248 Shareholder loan facility 235,000 — Revolving credit facility 175,000 209,700 Total due to related parties and affiliated companies 457,719 240,948

Related party and affiliated company payables are primarily for bunker purchases, supplier rebates, loan interest and corporate

administration fees.

Other transactions

Refer to Note 8, 9 and 20 for further details of shares issued to Hemen in connection with the Euronav share acquisition.

Refer to Note 23 for further details of guarantees and commitments related to bunker supply and forward bunker purchase

arrangements with 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:

(in thousands of $) 2023 2022 2021Total remuneration 7,956 3,767 784 of which:Paid in capacity as directors 3,530 1,678 377 Other remuneration 4,426 2,089 407

Frontline Plc – Annual Report and Financial Statements 2023 93

The Directors annually review the remuneration of the members of key management personnel. Directors' fees are approved

annually at the AGM. No pensions were paid to directors or past directors. No compensation was paid to directors or past

directors in respect of loss of office. Total remuneration consists of a fixed and a variable component and can be summarized as

follows:

(in thousands of $) 2023 2022 2021Total fixed remuneration 942 863 688 of which:Cost of pension 24 22 24 Total variable remuneration 7,014 2,904 96 of which:Share based payments 7,014 2,679 96

In December 2021, the Board of Directors approved the grant of 1,280,000 synthetic options to employees and board members

according to the rules of the Company’s synthetic option scheme approved on December 7, 2021. The synthetic options have a

five-year term expiring in December 2026. The vesting period is 12 months for the first 27.5% of options, 24 months for the

next 27.5% of options and 36 months for the final 45% of options. The synthetic options will be settled in cash based on the

difference between the market price of the Company’s shares and the exercise price on the date of exercise, and as such, have

been classified as a liability. Refer to Note 21 for further details of the synthetic option scheme.

23. COMMITMENTS AND CONTINGENCIES

As of December 31, 2023, the Company has agreed to provide a $60.0 million guarantee in respect of the performance of its

subsidiaries, and two subsidiaries of an affiliate of Hemen, under a bunker supply arrangement with TFG Marine, a related

party. As of December 31, 2023, there are no amounts payable under this guarantee. In addition, should TFG Marine be

required to provide a parent company guarantee to its bunker suppliers or finance providers then for any guarantee that is

provided by the Trafigura Group and becomes payable, Frontline shall pay a pro rata amount based on its share of the equity in

TFG Marine. The maximum liability under this guarantee is $6.0 million and there are no amounts payable under this guarantee

as at December 31, 2023.

The Company has also entered into forward bunker purchase arrangements with TFG Marine which obligate the Company to

purchase and take delivery of minimum quantities of low sulfur and high sulfur bunker fuel, at fixed prices, over the period

from January 2024 to December 2024. As of December 31, 2023, the remaining commitments amounted to $53.7 million, all of

which is expected to be paid in 2024.

The Company has paid $392.5 million to TFG Marine in the year ended December 31, 2023 in relation to bunker purchases

(2022: $434.4 million, 2021: $240.5 million).

The Company insures the legal liability risks for its shipping activities with mutual protection and indemnity associations, who

are members of the International Group of P&I Clubs. As a member of these mutual associations, the Company is subject to

calls payable to the associations based on the Company's claims record in addition to the claims records of all other members of

the associations. A contingent liability exists to the extent that the claims records of the members of the associations in the

aggregate show significant deterioration, which result in additional calls on the members.

The Company is a party, as plaintiff or defendant, to several lawsuits in various jurisdictions for unpaid charter hire, demurrage,

damages, off-hire and other claims and commercial disputes arising from the operation of its vessels, in the ordinary course of

business or in connection with its acquisition activities. The Company believes that the resolution of such claims will not have a

material adverse effect on the Company's operations or financial condition individually and in the aggregate.

Refer to Note 12 for details of the remaining commitments related to the Acquisition. On October 9, 2023, Frontline and other

Hemen Related Companies entered into a settlement agreement with Euronav. As part of the overall agreements, all rights and

claims that Euronav had concerning the entering into, performance and termination of the combination agreement with Euronav

and the arbitration action filed by Euronav in January 2023 following Frontline’s withdrawal from the combination agreement

were terminated, against nil cash consideration.

Frontline Plc – Annual Report and Financial Statements 2023 94

24. GROUP ENTITIES

Ownership and Voting Percentage Country of December December NameIncorporation31, 202331, 2022Frontline Management (Bermuda) Ltd Bermuda 100% 100%Frontline Corporate Services Ltd United Kingdom 100% 100%Frontline Management AS Norway 100% 100%Frontline 2012 Ltd. Bermuda 100% 100%Frontline Chartering Services Inc. Liberia 100% 100%Frontline Shipping Singapore Pte Ltd. Singapore 100% 100%Frontfleet Ltd Bermuda 100% 100%Frontfleet II Ltd Bermuda 100% 100%Front Thor Inc. Liberia 100% 100%Front Odin Inc. Liberia 100% 100%Front Loki Inc. Liberia 100% 100%Front Njord Inc. Liberia 100% 100%Front Ull Inc Liberia 100% 100%Front Idun Inc Liberia 100% 100%Front King Inc. Liberia 100% 100%Front Queen Inc. Liberia 100% 100%Front Sovereign Inc. Liberia 100% 100%Front Monarch Inc. Liberia 100% 100%Front Eminence Inc. Liberia 100% 100%Front Endurance Inc. Liberia 100% 100%Front Duke Inc. Republic of the Marshall Islands 100% 100%Front Brage Inc. Liberia 100% 100%Front Balder Inc. Liberia 100% 100%Front Challenger Inc. Liberia 100% 100%Front Crown Inc. Liberia 100% 100%Front Coral Inc. Liberia 100% 100%Front Crystal II Inc. Liberia 100% 100%Front Classic Inc. Liberia 100% 100%Front Clipper Inc. Liberia 100% 100%Front Cosmos Inc. Liberia 100% 100%Front Cascade Inc. Liberia 100% 100%Front Duchess Inc. Republic of the Marshall Islands 100% 100%Sea Hull L0037 Corp. Liberia 100% 100%Sea Hull L0044 Corp. Liberia 100% 100%Sea Hull L0045 Corp. Liberia 100% 100%Sea Hull L0046 Corp. Liberia 100% 100%Front Cheetah Inc. Liberia 100% 100%Front Cougar Inc. Liberia 100% 100%Front Aphrodite Inc. Liberia 100% 100%

Frontline Plc – Annual Report and Financial Statements 2023 95

Front Athena Inc. Liberia 100% 100%Front Hebe Inc. Liberia 100% 100%Front Hera Inc. Liberia 100% 100%Front Altair Inc. Liberia 100% 100%Front Antares Inc Liberia 100% 100%Front Vega Inc. Liberia 100% 100%Front Sirius Inc. Liberia 100% 100%Front Castor Inc. Liberia 100% 100%Front Pollux Inc. Liberia 100% 100%Front Capella Inc. Liberia 100% 100%Front Polaris Inc. Liberia 100% 100%Front Earl Inc. Liberia 100% 100%Front Empire Inc. Liberia 100% 100%Front Prince I Inc. Liberia 100% 100%Front Princess I Inc. Liberia 100% 100%Front Defender Inc. Liberia 100% 100%Front Discovery Inc. Liberia 100% 100%Front Cruiser Inc. Liberia 100% 100%Front Dynamic I Inc. Liberia 100% 100%Front Favour Inc. Republic of the Marshall Islands 100% 100%Front Feature Inc. Republic of the Marshall Islands 100% 100%Front Future Inc. Liberia 100% 100%Front Fusion Inc. Liberia 100% 100%White Flag Ventures XXXVI LLC Republic of the Marshall Islands 100% 100%White Flag Ventures XXXIX LLC Republic of the Marshall Islands 100% 100%White Flag Ventures XL LLC Republic of the Marshall Islands 100% 100%White Flag Ventures XLI LLC Republic of the Marshall Islands 100% 100%White Flag Ventures XLII LLC Republic of the Marshall Islands 100% 100%White Flag Ventures XLIII LLC Republic of the Marshall Islands 100% 100%White Flag Ventures XLIV LLC Republic of the Marshall Islands 100% 100%White Flag Ventures XLV LLC Republic of the Marshall Islands 100% 100%White Flag Ventures XLVI LLC Republic of the Marshall Islands 100% 100%White Flag Ventures XLVII LLC Republic of the Marshall Islands 100% 100%Hull 3240 Inc. Republic of the Marshall Islands 100% 100%Hull 3241 Inc. Republic of the Marshall Islands 100% 100%Hull 3283 Inc. Republic of the Marshall Islands 100% 100%Hull 3284 Inc. Republic of the Marshall Islands 100% 100%Hull 3285 Inc. Republic of the Marshall Islands 100% 100%Hull 3286 Inc. Republic of the Marshall Islands 100% 100%Front Driva Inc. Republic of the Marshall Islands 100% 100%Front Nausta Inc. Republic of the Marshall Islands 100% 100%Frontfleet Chartering Inc. Republic of the Marshall Islands 100% 100%Frontline (Management) Cyprus Ltd Cyprus 100% —Front Beaver Inc. Republic of the Marshall Islands 100% —Front Beauly Inc. Republic of the Marshall Islands 100% —Front Cloud Inc. Republic of the Marshall Islands 100% —Front Clyde Inc. Republic of the Marshall Islands 100% —

Frontline Plc – Annual Report and Financial Statements 2023 96

Front Dee Inc. Republic of the Marshall Islands 100% —Front Eagle Inc. Republic of the Marshall Islands 100% —Front Eira Inc. Republic of the Marshall Islands 100% —Front Forth Inc. Republic of the Marshall Islands 100% —Front Gander Inc. Republic of the Marshall Islands 100% —Front Hawke Inc. Republic of the Marshall Islands 100% —Front Maine Inc. Republic of the Marshall Islands 100% —Front Morgan Inc. Republic of the Marshall Islands 100% —Front Naver Inc. Republic of the Marshall Islands 100% —Front Neiden Inc. Republic of the Marshall Islands 100% —Front Osen Inc. Republic of the Marshall Islands 100% —Front Otra Inc. Republic of the Marshall Islands 100% —Front Rauma Inc. Republic of the Marshall Islands 100% —Front Spey Inc. Republic of the Marshall Islands 100% —Front Surna Inc. Republic of the Marshall Islands 100% —Front Tay Inc. Republic of the Marshall Islands 100% —Front Vefsna Inc. Republic of the Marshall Islands 100% —Front Vosso Inc. Republic of the Marshall Islands 100% —Front Humber Inc. Republic of the Marshall Islands 100% —Front Flores Inc. Republic of the Marshall Islands 100% —

25. SUBSEQUENT EVENTS

In January 2024, the Company announced that it has entered into an agreement whereby the Company will sell its five oldest

VLCCs, built in 2009 and 2010, for an aggregate net sale price of $290.0 million. The vessels were delivered to the new owner

during the first half of 2024. After repayment of existing debt on the five vessels, the transaction generated net cash proceeds of

approximately $207.0 million, and the Company expects to record a gain in the first half of 2024 of approximately

$74.0 million.

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 approximately $32.0 million, and the Company

expects to record a gain in the second quarter of 2024 of approximately $11.0 million.

In February 2024, the Board of Directors declared a dividend of $0.37 per share for the fourth quarter of 2023. The record date

for the dividend was March 15, 2024, the ex-dividend date was March 14, 2024, and the dividend was paid on March 27, 2024.

In March 2024, the Company entered into a fixed rate time charter-out contract for one VLCC to a third party on a three-year

time charter at a daily base rate of $51,500.

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 is expected to be delivered to the new owner during the second quarter of 2024. After

repayment of existing debt on the vessel, the transaction is expected to generate net cash proceeds of approximately

$34.0 million, and the Company expects to record a gain in the second quarter of 2024 of approximately $14.0 million.

In April 2024, the Company entered into a time charter-out contract for one Suezmax tanker to a third party on a three-year time

charter at a daily base rate of $32,950 plus 50% profit share.

Refer to Note 12 and Note 17 for details of other transactions that have concluded subsequent to December 31, 2023 pertaining

to the delivery of vessels and the related financing as a result of the Acquisition and other refinancing.

Frontline Plc – Annual Report and Financial Statements 2023 97

Index to parent company Financial Statements of Frontline plc

Statements of Profit or Loss for the years ended December 31, 2023, 2022 and 2021 99

Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 100

Statements of Financial Position as of December 31, 2023 and 2022 101

Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 102

Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021 103

Notes to Financial Statements 104

Frontline Plc – Annual Report and Financial Statements 2023 98

Frontline plc

Parent company financial statements and notes

Statements of Profit or Loss for the years ended December 31, 2023, 2022 and 2021

(in thousands of $)

Note 2023 2022 2021

Share of net profit (loss) from subsidiaries accounted for

using the equity method 8 622,364 449,647 (22,047)

Dividends received 5, 6 36,852 1,579 18,367

659,216 451,226 (3,680)

Operating expenses

Administrative expenses 3 14,005 20,543 5,445

Total operating expenses 14,005 20,543 5,445

Net operating income (loss) 645,211 430,683 (9,125)

Other income (expenses)

Net finance expense 4 (10,799) (13,267) (8,229)

Gain on marketable securities 6 22,002 58,129 6,848

Net other income (expenses) 11,203 44,862 (1,381)

Profit (loss) before income taxes 656,414 475,545 (10,506)

Income tax expense 5 — (8) (4,455)

Profit (loss) for the period 656,414 475,537 (14,961)

See accompanying Notes that are an integral part of these Financial Statements.

Frontline Plc – Annual Report and Financial Statements 2023 99

Frontline plc

Parent company financial statements and notes

Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021

(in thousands of $)

Note 2023 2022 2021

Comprehensive income (loss)

Profit (loss) for the period

656,414

475,537 (14,961)

Items that may be reclassified to profit or loss:

Foreign currency translation gain (loss)

(39)

226

Other comprehensive income (loss) (39) 226 28

Comprehensive income (loss) 656,375 475,763 (14,933)

See accompanying Notes that are an integral part of these Financial Statements.

Frontline Plc – Annual Report and Financial Statements 2023 100

Frontline plc

Parent company financial statements and notes

Statements of Financial Position as of December 31, 2023 and 2022

(in thousands of $)

Note

December 31,

2023

December 31,

2022

ASSETS

Current Assets

Cash and cash equivalents 24,024 1,643

Marketable securities 6 5,674 235,511

Trade and other receivables 7 524 568

Total current assets 30,222 237,722

Non-current assets

Investments in subsidiaries 8 2,668,733 2,244,345

Total assets 2,698,955 2,482,067

LIABILITIES AND EQUITY

Current liabilities

Short-term debt and current portion of long-term debt 10 3,197 2,184

Trade and other payables 9 8,770 8,123

Total current liabilities 11,967 10,307

Non-current liabilities

Long-term debt 10 408,895 209,700

Other non-current payables 9 275 1,689

Total liabilities 421,137 221,696

Equity

Share capital 222,623 222,623

Additional paid in capital 604,687 604,687

Contributed surplus 1,004,094 1,004,094

Accumulated other reserves 415 454

Retained earnings 445,999 428,513

Total equity 2,277,818 2,260,371

Total liabilities and equity 2,698,955 2,482,067

See accompanying Notes that are an integral part of these Financial Statements.

On April 26, 2024, the Board of Directors of Frontline Plc authorized these parent company financial statements for issue.

Frontline Plc – Annual Report and Financial Statements 2023 101

Frontline plc

Parent company financial statements and notes

Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

(in thousands of $)

Note 2023 2022 2021

Profit (loss) for the period 656,414 475,537 (14,961)

Adjustments to reconcile profit (loss) for the period to net cash

provided by operating activities:

Net finance expense 4 10,799 13,267 8,229

Share of results from subsidiaries 8 (622,364) (449,647) 22,047

Gain on marketable securities 6 (22,002) (58,129) (6,848)

Other, net 1,738 (2,684) 32

Changes in operating assets and liabilities:

Trade and other receivables 7 46 304 5,130

Trade and other payables 9 (1,928) 4,721 1,036

Change in restricted cash 10 — — 1,538

Distributions received from subsidiaries 8 752,958 113,599 59,923

Interest paid (10,933) (13,288) (6,695)

Interest received 751 29 1

Net cash provided by operating activities 765,479 83,709 69,432

Investing activities

Contributions paid to subsidiaries 8 (556,309) (51,769) (275,169)

Purchase of marketable securities 6 — — (357)

Proceeds from sale of marketable securities 6 251,839 — 11,236

Net cash used in investing activities (304,470) (51,769) (264,290)

Financing activities

Proceeds from issuance of debt 10 334,700 — 153,181

Proceeds from issuance of shares 12 — — 52,109

Repayment of debt 10 (134,400) — (9,732)

Cash dividends paid 12 (638,928) (33,393) —

Net cash provided by (used in) financing activities (438,628) (33,393) 195,558

Net change in cash and cash equivalents 22,381 (1,453) 700

Cash and cash equivalents at beginning of year 1,643 3,096 2,396

Cash and cash equivalents at end of year 24,024 1,643 3,096

Supplemental disclosure of cash flow information:

Income taxes paid 5 — 7 4,455

See accompanying Notes that are an integral part of these Financial Statements

Frontline Plc – Annual Report and Financial Statements 2023 102

Frontline plc

Parent company financial statements and notes

Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021

(in thousands of $, except number of shares)

Note 2023 2022 2021

Number of shares outstanding

Balance at the beginning of the year 222,622,889 203,530,979 197,692,321

Shares issued on exercise of options 12 — — 339,000

Shares issued under ATM program 12 — — 5,499,658

Shares issued in connection with Euronav share acquisition 12 — 19,091,910 —

Balance at the end of the year 222,622,889 222,622,889 203,530,979

Share capital

Balance at the beginning of the year 222,623 203,531 197,692

Shares issued on exercise of options 12 — — 339

Shares issued under ATM program 12 — — 5,500

Shares issued in connection with Euronav share acquisition 12 — 19,092 —

Balance at the end of the year 222,623 222,623 203,531

Additional paid in capital

Balance at the beginning of the year 604,687 448,291 402,021

Stock compensation expense 13 — — (338)

Shares issued on exercise of options 12 — — 1,593

Shares issued under ATM program 12 — — 45,015

Shares issued in connection with Euronav share acquisition 12 — 156,396 —

Balance at the end of the year 604,687 604,687 448,291

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 454 228 200

Other comprehensive income (loss) (39) 226 28

Balance at the end of the year 415 454 228

Retained earnings (deficit)

Balance at the beginning of the year 428,513 (13,631) 1,330

Profit (loss) for the period 656,414 475,537 (14,961)

Cash dividends 12 (638,928) (33,393) —

Balance at the end of the year 445,999 428,513 (13,631)

Total equity 2,277,818 2,260,371 1,642,513

See accompanying Notes that are an integral part of these Financial Statements.

Frontline Plc – Annual Report and Financial Statements 2023 103

Frontline plc

Parent company financial statements and notes

Notes to Financial Statements

1. GENERAL INFORMATION

Frontline plc (formerly Frontline Ltd.), is the parent company of the Frontline plc group, the Company or Frontline, an

international shipping company formerly incorporated in Bermuda as an exempted company under the Bermuda Companies

Law of 1981 on June 12, 1992. At a Special General Meeting on December 20, 2022, the Company's shareholders agreed to

redomicile the Company to the Republic of Cyprus under the name of Frontline plc (the “Redomiciliation”). The Company was

officially redomiciled to Cyprus on December 30, 2022.

The business, assets and liabilities of Frontline Ltd. and its subsidiaries prior to the Redomiciliation were the same as Frontline

plc immediately after the Redomiciliation on a consolidated basis, as well as its fiscal year. In addition, the directors and

executive officers of the Frontline plc immediately after the Redomiciliation were the same individuals who were directors and

executive officers, respectively, of Frontline Ltd. immediately prior to the Redomiciliation.

Prior to the Redomiciliation, Frontline Ltd.’s ordinary shares were listed on the New York Stock Exchange (“NYSE”) and Oslo

Stock Exchange (“OSE”) under the symbol “FRO.” Upon effectiveness of the Redomiciliation, the Company’s ordinary shares

continue to be listed on the NYSE and OSE and commenced trading under the new name Frontline plc and new CUSIP number

M46528101 and new ISIN CY0200352116 on the NYSE on January 3, 2023 and on the OSE on January 13, 2023. Frontline

plc’s LEI number was not be affected by the Redomiciliation and remains the same.

Frontline plc is the holding company of equity investments in subsidiaries. Frontline plc, through its subsidiaries, operates oil

tankers of two sizes: VLCCs, which are between 200,000 and 320,000 dwt, and Suezmax tankers, which are vessels between

120,000 and 170,000 dwt, and operates LR2/Aframax tankers, which are clean product tankers, and range in size from 110,000

to 115,000 dwt. Frontline plc's subsidiaries are located in Cyprus, Bermuda, Liberia, the Marshall Islands, Norway, the United

Kingdom, Singapore and China. Frontline plc, through its subsidiaries, is also involved in the charter, purchase and sale of

vessels.

2. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of presentation

The parent financial statements are prepared in accordance with IFRS® Accounting Standards ("IFRS") as adopted by the

European Union ("EU").

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 Significant Accounting Policies, and reference is made to this note for

further details.

The financial statements were approved by the Board of Directors on April 26, 2024, 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

Frontline Plc – Annual Report and Financial Statements 2023 104

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

(in thousands of $) 2023 2022 2021

Directors fees 511 465 329

Stock compensation expense 3,016 4,700 153

Office and administrative expenses 3,412 3,302 3,467

Audit, legal and consultancy 7,066 12,076 1,496

14,005 20,543 5,445

Frontline plc had no employees in the year ended December 31, 2023, 2022 and 2021. No pensions were paid to directors or

past directors. Stock compensation expense $3.0 million related to directors (2022: $1.2 million, 2021: $0.05 million) see Note

13 and Note 14.

Fees paid or accrued for audit and related services:

(in thousands of $) 2023 2022 2021

Audit of annual financial statements:

Statutory auditor 141 136 —

Other PwC Network firm 1,333 2,290 1,121

Services provided by Other PwC Network firms:

Other assurance services (audit related) — — 132

Tax advisory services — — 8

Other non assurance services 15 4 4

Total 1,489 2,430 1,265

4. NET FINANCE EXPENSE

(in thousands of $) 2023 2022 2021

Interest income 751 29 1

Foreign exchange gains 450 17 36

Finance income 1,201 46 37

Interest expense 11,945 13,288 8,254

Other financial expenses 55 25 12

Finance expense 12,000 13,313 8,266

Net finance expense recognized in profit and loss (10,799) (13,267) (8,229)

Frontline Plc – Annual Report and Financial Statements 2023 105

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, such income shall be included in the estimation of taxable income to be taxed at the

rate of 12.5%.

In line with the tonnage tax legislation, Frontline plc, through its subsidiaries, pays tax calculated on the basis of the net tonnage

of the qualifying vessels the subsidiaries own, charter or manage. The option for tonnage tax should be valid for ten years.

On October 3, 2023, the Cyprus Ministry of Finance initiated a public consultation to incorporate the EU Directive, aimed at

establishing a global minimum tax level for multinational and large-scale domestic enterprise groups, into national legislation.

This EU Directive, originating from the OECD/G20 BEPS Pillar Two Model Rules on December 14, 2022, seeks to ensure fair

taxation practices internationally. Following the completion of the consultation phase on October 31, 2023, the proposed

legislation has been forwarded to the Cyprus House of Parliament for approval.

The draft 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% and

includes specific exemptions (provided that certain conditions are met) for International Shipping Income. The anticipated

ratification of the bill in 2024 will see its provisions become retroactively effective from January 1, 2024. Key features of the

bill include the implementation of a Qualified Income Inclusion Rule starting in 2024, a Qualified Undertaxed Payments Rule

from 2025, and a Cyprus-specific domestic minimum top-up tax also from 2025.

In light of these developments, management is currently evaluating the potential implications of the draft bill on Frontline plc's

operations and financial planning.

United States

For the three years ended December 31, 2023, Frontline plc did not accrue U.S. income taxes as Frontline plc is not engaged in

a U.S. trade or business and is exempted from a gross basis tax under Section 883 of the U.S. Internal Revenue Code.

Under Section 863(c)(2)(A) of the Internal Revenue Code, 50% of all transportation revenue attributable to transportation

which begins or ends in the United States shall be treated as from sources within the United States where no Section 883

exemption is available. Such revenue is subject to 4% tax. No revenue tax has been recorded in the year ended December 31,

2023 (2022: nil, 2021: nil).

Other Jurisdictions

In the year ended December 31, 2021, Frontline plc received a distribution from Den Norske Krigsforsikring for Skib (“DNK”),

the Norwegian Shipowners Mutual War Risk Insurance Association, in the amount of $17.9 million which was subject to

withholding tax of $4.5 million which Frontline plc recognized as income tax expense in the year ended December 31, 2021.

6. MARKETABLE SECURITIES

Marketable securities held by Frontline plc are listed equity securities accounted for fair value through profit or loss. In the year

ended December 31, 2023 Frontline plc received dividends of $36.9 million (2022: $1.6 million, 2021: $0.5 million) from its

investments in marketable securities.

A summary of the movements in marketable securities for the years ended December 31, 2023, 2022 and 2021 is presented in

the table below:

Frontline Plc – Annual Report and Financial Statements 2023 106

(in thousands of $) 2023 2022 2021

Balance at the beginning of the year 235,511 1,895 5,926

Marketable securities acquired — 167,709 357

Proceeds from sale of marketable securities (251,839) — (11,236)

Gain on marketable securities sold during the year 18,994 — 7,002

Unrealized gain on marketable securities held at end of the year 3,008 65,907 (154)

Balance at the end of the year 5,674 235,511 1,895

Avance Gas

As of December 31, 2023, 2022 and 2021, Frontline plc held 329,669 shares in Avance Gas. In the year ended December 31,

2023, Frontline plc recognized an unrealized gain of $2.9 million (2022: gain of $0.7 million, 2021: loss of $0.3 million) in

relation to the shares held in Avance Gas.

SFL

As of December 31, 2023, 2022 and 2021, Frontline plc held 73,165 shares in SFL. In the year ended December 31, 2023,

Frontline plc recognized an unrealized gain of $0.1 million (2022: gain of $0.1 million, 2021: gain of $0.1 million) in relation to

the shares held in SFL.

Golden Ocean

As of December 31, 2023, 2022 and 2021, Frontline plc held nil shares in Golden Ocean.

In the year ended December 31, 2021, Frontline plc purchased 55,959 Golden Ocean shares for $0.4 million and sold these

shares for proceeds of $0.7 million. In the year ended December 31, 2021, Frontline plc also sold 1.3 million shares in Golden