FRONTLINE LTD
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
DECEMBER 31, 2003
NOTICE IS HEREBY given that the Annual General Meeting of Shareholders of Frontline Ltd (the “Company”) will be held on December 31, 2003 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 receive and adopt the financial statements of the Company for the year ended December 31, 2002.
2. To set the maximum number of directors to be not more than six.
3. To resolve that vacancies in the number of Directors be designated casual vacancies and that the Board of Directors be authorised to fill such casual vacancies as and when it deems fit.
4. To re-elect John Fredriksen as a Director of the Company.
5. To re-elect Tor Olav Trøim as a Director of the Company.
6. To re-elect as a Director of the Company, Kate Blankenship, who was appointed to fill a vacancy and, being eligible, offered herself for re-election.
7. To appoint PricewaterhouseCoopers DA of Oslo, Norway as auditors and to authorise the Directors to determine their remuneration.
By Order of the Board of Directors
Kate Blankenship
Company Secretary
Dated: November 28, 2003
Notes:
1. The Board of Directors has fixed the close of business on November 27, 2003, as the record date for the determination of the shareholders entitled to attend and vote at the Annual General Meeting or any adjournment thereof.
2. No Shareholder shall be entitled to attend unless written notice of the intention to attend and vote in person or by proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially-certified copy of that power of attorney, is sent to the Company Secretary, to reach the Registered Office by not later than 48 hours before the time for holding the meeting.
3. A Form of Proxy is enclosed for use by holders of shares registered in the UK and Norway in connection with the business set out above. Holders of shares registered in the United States should use the separate Form of Proxy provided.
4. Each of the resolutions set out above is an Ordinary Resolution, approval of which will require the affirmative vote of a majority of the votes cast.
Frontline Ltd. (the “Company”)
Form of Proxy for use at Annual General Meeting to be held on December 31, 2003
I/We …………………………………
Of ……………………………………
being (a) holder(s) of …………. Ordinary Shares of $2.50 each of the above-named
Company hereby appoint the duly appointed Chairman of the meeting or …………
to act as my/our proxy at the Annual General Meeting of the Company to be held on December 31, 2003, or at any adjournment thereof, and to vote on my/our behalf as directed below.
Please indicate with an X in the spaces provided how you wish your vote(s) to be cast on a poll. Should this card be returned duly signed, but without a specific direction, the proxy will vote or abstain at his discretion.
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Resolutions
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Against
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1. To set the maximum number of directors to be not more than six.
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2. To resolve that vacancies in the number of Directors be designated casual vacancies and that the Board of Directors be authorised to fill such casual vacancies as and when it deems fit
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3. To re-elect John Fredriksen as a Director of the Company.
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4. To re-elect Tor Olav Trøim as a Director of the Company.
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5. To re-elect Kate Blankenship as a Director of the Company.
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6. To appoint PricewaterhouseCoopers DA of Oslo, Norway as auditors and to authorise the Directors to determine their remuneration.
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Date ………….. Signature ………………
Notes:
1. A Shareholder entitled to attend and vote at a meeting may appoint one or more proxies to attend and, on a poll, vote instead of him.
2. Proxies appointed by a single Shareholder need not all exercise their vote in the same manner.
3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the Register of Members.
4. In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by a duly authorised officer or attorney.
5. If it is desired to appoint by proxy any person other than the Chairman of the Meeting, his/her name should be inserted in the relevant place, reference to the Chairman deleted and the alteration initialled.
6. This proxy should be completed and sent to one of the following addresses, as appropriate, by not later than 48 hours before the time for holding the meeting.
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Holders of Shares registered on the London Stock Exchange should return their Proxy Forms to:
Company Secretary, Frontline Ltd.
Lloyds TSB Registrars
The Causeway
Worthing
West Sussex BN99 6ZL, England
Fax: +44 1903 833085
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Holders of Shares registered on the Oslo Stock Exchange should return their Proxy Forms to:
Nordea Bank Norge ASA
Verdipapirservice
PO Box 1166 Sentrum
0107 Oslo, Norway
Fax: +47 22 48 49 90/ +47 22 48 63 49
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INFORMATION CONCERNING SOLICITATION AND VOTING FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS (THE “MEETING’) OF FRONTLINE LTD TO BE HELD ON DECEMBER 31, 2003
PRESENTATION OF FINANCIAL STATEMENTS
In accordance with Section 84 of the Companies Act 1981 of Bermuda, the audited consolidated financial statements of the Company for the year ended December 31, 2002 will be presented at the Meeting. These statements have been approved by the Directors of the Company. There is no requirement under Bermuda law that such statements be approved by shareholders, and no such approval will be sought at the Meeting.
The audited consolidated financial statements of the Company for the year ended December 31, 2002 have been provided to Shareholders by inclusion in the Company’s Annual Report on Form 20-F that was mailed to shareholders in September 2003. The Company’s Annual Report on Form 20-F is also available on our website at www.frontline.bm.
COMPANY PROPOSALS
PROPOSALS 1 AND 2 – MAXIMUM NUMBER OF DIRECTORS AND VACANCIES IN THE NUMBER OF DIRECTORS
The current maximum number of directors is four. In accordance with the provision of bye-law 83. it is proposed to increase this to a maximum of six. It is further proposed, in accordance with bye-law 83., that vacancies in the number of Directors be designated casual vacancies and that the Board of Directors be authorised to fill such casual vacancies as and when it deems fit. Any Director appointed to fill a casual vacancy shall hold office until the next Annual General Meeting following his election or until his successor is elected.
PROPOSALS 3, 4 AND 5 – ELECTION OF DIRECTORS
The Board has nominated the three persons listed below for selection as Directors of the Company. All nominees are presently members of the Board of Directors. As provided in the Company’s Bye-laws, each Director is elected at each Annual General Meeting of Shareholders and shall hold office until the next Annual General Meeting following his election or until his successor is elected.
Nominees For Election To The Company’s Board Of Directors
Information concerning the nominees for Directors of the Company is set forth below:
Name Age Director Since Position with the Company
John Fredriksen 59 1997 Director, Chairman, President and
Chief Executive Officer
Tor Olav Trøim 40 1997 Director and Vice-President
Kate Blankenship 38 2003 Director, Chief Accounting Officer and Secretary
John Fredriksen has been Chairman of the Board, Chief Executive Officer, President and a director of the Company since November 1997. Mr. Fredriksen has served for over eight years as a director of Seatankers Management Co. Ltd, a ship operating company and an affiliate of the Company’s principal shareholder. Mr. Fredriksen is also the Chairman, President and a director of Golar LNG Limited, a Bermuda company publicly listed on the Oslo Stock Exchange.
Tor Olav Trøim has been Vice-President and a director of the Company since November 1997. Mr. Trøim was until April 2000 the Chief Executive Officer of Frontline Management AS, a wholly-owned subsidiary of the Company that supports the Company in the implementation of decisions made by the Board of Directors. Mr. Trøim also serves as a consultant to Sea Tankers and since May 2000 has been a director and Vice-Chairman of Knightsbridge Tankers Ltd, a Bermuda company listed on the Nasdaq National Market. He is a director of Aktiv Inkasso ASA and Northern Oil ASA, both Norwegian Oslo Stock Exchange listed companies and Northern Offshore Ltd., a Bermuda company listed on the Oslo Stock Exchange. Mr. Trøim is also a director, Vice-President and Chief Executive Officer of Golar LNG Limited. Prior to his service with Frontline, from January 1992, Mr. Trøim served as Managing Director and a member of the board of Directors of DNO AS, a Norwegian oil company.
Kate Blankenship has been a director of the Company since August 2003. Mrs. Blankenship also serves as Chief Accounting Officer and Secretary of the Company. Mrs. Blankenship joined the Company in 1994. Prior to joining the Company, she was a Manager with KPMG Peat Marwick in Bermuda. She is a member of the Institute of Chartered Accountants in England and Wales. Mrs. Blankenship has been Chief Financial Officer of Knightsbridge Tankers Ltd since April 2000 and Secretary of Knightsbridge since December 2000. Mrs. Blankenship is also a director and Secretary of Golar LNG Limited.
PROPOSAL 6 – APPOINTMENT OF INDEPENDENT AUDITORS
At the Meeting, the Board will ask the shareholders to approve the appointment of PricewaterhouseCoopers DA of Oslo, Norway as the Company’s independent auditors and to authorise the Board of Directors to determine the auditors’ remuneration.
Audit services provided by PricewaterhouseCoopers in fiscal year 2002 included the examination by PricewaterhouseCoopers, Hamilton, Bermuda of the consolidated financial statements of the Company and its subsidiaries.
By Order of the Board of Directors
Kate Blankenship
Company Secretary
November 28, 2003
Hamilton, Bermuda