NOTICE IS HEREBY given that a Special General Meeting of Shareholders of Frontline Ltd (the “Company”) will be held on April 5, 2004 at 11:00 a.m. at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, Bermuda for the following purposes, all of which are more completely set forth in the accompanying information statement:
1. To approve amendments to the Company’s Bye-law 1. by:
(i) the replacement of the words “”Nasdaq Stock Market” means an electronic inter-dealer quotation system operated by The Nasdaq Stock Market, Inc., a subsidiary of the National Association of Securities Dealers, Inc.;Nasdaq Stock Market” by the words “”New York Stock Exchange” means the New York Stock Exchange”; and
(ii) the replacement of the words “”Company” means the company incorporated in Bermuda under the name of Frontline Ltd. on the 29th day of April, 1997″ by the words “”Company” means the company incorporated in Bermuda under the name of London & Overseas Freighters Limited on the 12th day of June, 1992″.
2. To approve an amendment to the Company’s Bye-law 47. by the replacement of the words “Nasdaq Stock Market” by the words “New York Stock Exchange” in the first sentence.
3. To approve an amendment to the Company’s Bye-laws by the inclusion of a new Bye-law 47 (a) to provide that the Company shall have the option, but not the obligation, to repurchase from any Shareholder or Shareholders all fractions of shares, and all holdings of fewer than 100 shares, registered in the name of said Shareholder or Shareholders.
4. To approve an amendment to the Company’s Bye-law 116. by the inclusion of the term “or proceeds of share repurchase” throughout.
5. To approve the compulsory repurchase of all registered shareholdings of 49 or less of the Company’s ordinary shares.
By Order of the Board of Directors
The complete notice of special general meeting is available on the following link: