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Frontline Plc
Mar 27, 2026 at 9:27 PM UTC
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Frontline: FRO - Filing of Annual Report



ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 FRONTLINE PLC CONTENTS

BOARD OF DIRECTORS AND OTHER OFFICERS 3

5

STATEMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OTHER RESPONSIBLE PERSONS OF THE COMPANY FOR THE FINANCIAL STATEMENTS

CORPORATE GOVERNANCE REPORT 6

REMUNERATION REPORT 14

MANAGEMENT REPORT 19

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS 46

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 47

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 48

CONSOLIDATED STATEMENTS OF CASH FLOWS 50

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 52

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 53

PARENT COMPANY FINANCIAL STATEMENTS AND NOTES 91

INDEPENDENT AUDITOR'S REPORT 106

Throughout this annual report, the "Company," "Frontline," "we," "us" and "our" all refer to Frontline plc and its subsidiaries. We use the term deadweight ton ("dwt") in describing the size of vessels. Dwt, expressed in metric tons, which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. The Company operates oil tankers of two sizes: very large crude carriers ("VLCCs") which are between 200,000 and 320,000 dwt, and Suezmax tankers, which are vessels between 120,000 and 170,000 dwt. The Company also operates LR2/Aframax tankers, which are clean product tankers and range in size from 110,000 to 115,000 dwt. The Company defines an ECO vessel as a vessel with certain specifications that improve fuel consumption performance as compared to the previous generation of vessels. Typically built from 2015 onwards, ECO vessels have improved hull and engine designs to maximize operational performance according to today's operational profiles. The Company also designates vessels as ECO if they have undergone retrofits such as de-rating to improve specific fuel consumption at today's market speeds, installing propulsion improvement devices, or upgrading engine and equipment to bring the consumption performance of older vessels into line with those constructed from 2015 onwards. All ECO-vessels meet Energy Efficiency Existing Ship Index ("EEXI") certification requirements. Unless otherwise indicated, all references to "USD," "US$" and "$" in this annual report are U.S. dollars.

‌FRONTLINE PLC BOARD OF DIRECTORS AND OTHER OFFICERS 2025

The following table sets forth information regarding our executive officers and directors and certain key officers of our wholly owned subsidiary, Frontline Management AS, who are responsible for overseeing our management.

Name

Age

Position

Ola Lorentzon

76

Chairman and Director

John Fredriksen

81

Director

James O'Shaughnessy

62

Director and Audit and Risk Committee Chairman

Cato Stonex

62

Director

Maria Papakokkinou

46

Director

Mikkel Storm Weum

39

Director (appointed February 27, 2026)

Richard C. Prince

51

Director (appointed December 8, 2025)

Steen Jakobsen

61

Director (resigned December 8, 2025)

Ørjan Svanevik

59

Director (resigned February 27, 2026)

Lars H. Barstad

55

Chief Executive Officer of Frontline Management AS

Inger M. Klemp

63

Chief Financial Officer of Frontline Management AS

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

Ola Lorentzon has been Director of the Company since May 2015. Mr. Lorentzon was the Managing Director of Frontline Management AS, a subsidiary of the Company, from April 2000 until September 2003. Mr. Lorentzon also serves as a director and Chairman of Flex LNG Ltd. Mr. Lorentzon was also a director and Chairman of Golden Ocean until March 2025. Mr Lorentzon was appointed Chairman of the Company in May 2021. John Fredriksen has been a Director of the Company since November 3, 1997. Mr. Fredriksen was a director of Frontline 2012 at the date of the merger between the Company and Frontline 2012 Ltd. Mr. Fredriksen was also a director of Golden Ocean until March 2025. James O'Shaughnessy has been a Director and member of the Audit and Risk Committee of the Company since September 2018. Mr. O'Shaughnessy served as an Executive Vice President, Chief Accounting Officer and Corporate Controller of Axis Capital Holdings Limited up to March 26, 2012. Prior to that Mr. O'Shaughnessy has among others served as Chief Financial Officer of Flagstone Reinsurance Holdings and as Chief Accounting Officer and Senior Vice President of Scottish Re Group Ltd., and Chief Financial Officer of XL Re Ltd. at XL Group plc. Mr. O'Shaughnessy received a Bachelor of Commerce degree from University College, Cork, Ireland and is a Chartered Director, Fellow of the Institute of Chartered Accountants of Ireland and an Associate Member of the Chartered Insurance Institute of the UK. Mr. O'Shaughnessy also serves as a director and member of the audit committees of SFL, Archer Limited and various insurance entities. Cato Stonex has been a Director of the Company since December 2023. Mr. Stonex has had a long career in Fund management, initially with J Rothschild Investment Management. He was then a founder partner of Taube Hodson Stonex (THS) for 20 years, which managed institutional portfolios of Global Equity mandates. THS was sold to GAM in 2016, since when he has established Partners Investment Company, which has focused on stock picking in small and mid cap equities, largely in Europe. In 2021 Partners Investment Company became Stonex Capital Partners Ltd and that same year Mr. Stonex also funded WMC Capital Ltd, an investment company focused on the recovery of the global shipping industry. He has also been involved in a range of other business areas. He has been a long-term investor in German property and is a founder and director of Obotritia, a German conglomerate with interests in property, venture capital and banking. Since 2016 he has been a director of two Spanish property companies, Axiare and Arima, the first of which was sold in 2018 and the second which is listed on the Madrid stock exchange. He has a range of other private business interests. He holds an undergraduate degree from the London School of Economics and Political Science, where he served for ten years as a Governor and is now an Emeritus Governor. He has chaired its Development Committee, and is now an advisor to the Endowment Investment Committee. He is closely involved with LSE Ideas, a leading academic think tank. Mr. Stonex was also a director of Golden Ocean until March 2025. Maria Papakokkinou has been a Director of the Company since December 2024. Dr. Papakokkinou holds the position of Chief Operation Officer and is a member of the board of directors of IXI Fund Managers Ltd, Cyprus and is also a non-executive director in the board of directors of National Bank of Greece (Cyprus) Ltd. She has previously worked as Group Portfolio Manager in IKOS CIF Ltd, Cyprus, as Vice President of the Commodity Derivatives Desk in Citigroup London and as an associate at the FX and Commodities Trading Desk in JP Morgan Chase, London. She has an honors degree in Mathematics from Imperial College London, an MPhil in Financial Engineering from Sidney Sussex College UK and a PhD in Mathematical Finance from Imperial College, London. Mikkel Storm Weum has been a Director of the Company since February 2026. Mr. Weum is employed as an Investment Director in Seatankers Management Norway AS, responsible for Sale and Purchase, Newbuildings and Projects. Mr. Weum is also serving as a director on the Board of NYSE listed Flex LNG Ltd and on the Board of Nasdaq listed Star Bulk Carriers Corp. Prior to being employed by Seatankers Management AS, Mr. Mikkel Storm Weum served as Senior Vice President, responsible for Business Development in SFL Management AS. Mr. Weum was also employed as Vice President, Head of Commercial in Teekay Offshore working with Shuttle Tankers and Floating Offshore storage. Mr. Weum holds a Master's degree in Naval Architecture from Newcastle University and a MSc in Shipping Trade and Finance from Cass Business School, City University. Richard C. Prince has been a Director of the Company since December 2025. Mr. Prince has until recently served as Global Co- Head of ST Shipping and Transport Ltd, the shipping arm of Glencore where he spent two decades in leadership roles. Prior to joining Glencore, he was an established tanker broker, holding positions with leading shipbroking firms including Simpson Spence & Young (SSY), Sovereign, and Harris & Dixon. With over 30 years of experience across the shipping and oil markets, Mr Prince brings extensive expertise in commercial shipping, maritime logistics, and global energy transport. Lars H. Barstad has served as Chief Executive Officer of Frontline Management AS since October 2020, and as Commercial Director since 2015. Mr. Barstad has more than 20 years' experience in the wider shipping and oil trading industry, firstly as director of Imarex Pte Ltd (now Marex) in Singapore. He joined Glencore Ltd in 2007, working in London as head of FFA trading. In 2012 he moved to Noble Group Ltd, heading up their freight derivatives desk in London with a cross commodities mandate. Mr. Barstad holds a BSc in Financial Economics from BI Norwegian Business School. Inger M. Klemp has served as Chief Financial Officer of Frontline Management AS since June 1, 2006 and served as principal financial officer of Frontline 2012 at the date of the merger between the Company and Frontline 2012 Ltd. Mrs. Klemp has served as a director of Independent Tankers Corporation Limited since February 2008 and has served as Chief Financial Officer of Golden Ocean from September 2007 to March 2015. Mrs. Klemp served as Vice President Finance from August 2001 until she was promoted in May 2006. Mrs. Klemp graduated as MSc in Business and Economics from the Norwegian School of Management (BI) in 1986. Prior to joining the Company, Mrs. Klemp was Assistant Director Finance in Color Group ASA and Group Financial Manager in Color Line ASA, an OSE listed company and before that was Assistant Vice President in Nordea Bank Norge ASA handling structuring and syndication of loan facilities in the international banking market and a lending officer of Danske Bank A/S. K. C. SAVERIADES & CO. LLC COMPANY SECRETARY

John Kennedy Street, IRIS House, Office 740B, 3106 Limassol, Cyprus

‌FRONTLINE PLC STATEMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OTHER RESPONSIBLE PERSONS OF THE COMPANY FOR THE FINANCIAL STATEMENTS 2025

In accordance with Article 9 sections (3c) and (7) of the Transparency Requirements (Securities for Trading on Regulated Markets) Law of 2007 of Cyprus ("Law") we, the members of the Board of Directors ("the Board") and other responsible persons for the consolidated financial statements and the parent company financial statements of Frontline Plc ("the Company"), for the year ended December 31, 2025 confirm that, to the best of our knowledge:

  1. the consolidated financial statements and the parent company financial statements of the Company for the year ended December 31, 2025 which are presented on pages 46to 105.

    1. were prepared in accordance with IFRS® Accounting Standards, as adopted by the European Union in accordance with provisions of Article 9, section 4 of the Law, and

    2. give a true and fair view of the assets, liabilities, financial position and profit or loss of Frontline Plc and the undertakings included in the consolidated financial statements taken as a whole, and

  2. the Management Report includes a fair review of the development and performance of the business and the position of Frontline Plc and the undertakings included in the consolidated financial statements taken as a whole, together with a description of the principal risks and uncertainties that they face.

Limassol, March 27, 2026



‌FRONTLINE PLC CORPORATE GOVERNANCE REPORT 2025 Introduction

The Company was registered and is validly existing and in good standing as a Cyprus public company limited by shares, under registration number 442213 as from December 30, 2022 following its redomiciliation from Bermuda to Cyprus pursuant to the provisions of sections 354 B-H of the Cyprus Companies' Law Cap. 113 (the "Law").

The Amended and Restated Memorandum and Articles of Association of the Company were approved by a special resolution of the shareholders of the Company dated December 20, 2022 and were rendered effective by operation of law on December 30, 2022, the date on which the Company was officially redomiciled to Cyprus.

Prior to the redomiciliation, Frontline Ltd.'s ordinary shares were listed on the New York Stock Exchange ("NYSE") and Oslo Stock Exchange ("OSE") under the symbol "FRO." Upon effectiveness of the Redomiciliation, Frontline plc's ordinary shares continue to be listed on the NYSE and OSE. The NYSE is our primary listing and the OSE is our secondary listing.

Part A

In accordance with section 4.4(1) of the Oslo Børs Rule Book II, as a Company registered in Cyprus with a secondary listing on the OSE and with Norway as its host state, we may prepare our corporate governance report in accordance with a code of practice equivalent to the Norwegian Code of Practice for Corporate Governance that is applicable in the state where we are registered or in our primary market. We do not use the code of practice applicable in our primary market as pursuant to an exception under the NYSE listing standards available to foreign private issuers, we are not required to comply with all of the corporate governance practices followed by U.S. companies under the NYSE listing standards. As such, we have prepared this corporate governance report in accordance with the Cyprus Stock Exchange Corporate Governance Code 6th revised edition -April 2024 ("CSE Code") which is publicly available on the Cyprus Stock Exchange's website at https://www.cse.com.cy.

The Company is not required to comply with the CSE Code, the Norwegian Code of Practice for Corporate Governance, or the corporate governance practices followed by U.S. companies under the NYSE listing standards. The Company has reported the extent to which its current corporate governance practices align with the principles and underlying applicable provisions of the CSE Code on a comply or explain basis. The Company's corporate governance practices as documented herein are applicable throughout the consolidated group to which it belongs.

Part B

The Company's current corporate governance practices align with the principles and underlying applicable provisions of the CSE Code, except as follows:

  • A.2.2 - The Board is comprised of non-executive directors only who are responsible for overseeing our management led by our Chief Executive Officer. The Board considers this to be an appropriate governance and management structure.

  • C.3.1 - The Audit and Risk Committee is comprised of one non-executive independent director. The Board considers this to be an appropriate governance structure.

  • C.3.7 - The Board has not appointed an executive as the Compliance with Code of Corporate Governance Officer as the Company is not required to comply with such a code.

  • C.3.10 - The Company's internal audit function does not follow the International Standards for the Professional practice of Internal Auditing, of the International Institute of Internal Auditors. Instead, the Company's internal audit function follows the relevant standards to support Management's annual report on internal control over financial reporting as described in the report.

Corporate Governance Report 2025

The Board of Directors believes that sound corporate governance constitutes a fundamental factor in achieving the Company's business strategy for the long-term benefit of its shareholders and all other stakeholders. The Board of Directors acknowledges that there is an on-going process of formulating corporate governance practices based on both international and local conditions. In light of the above, the following confirmations and reports are made:

  1. Board of Directors

    The Company's objective is to appoint board members with diversified educational and professional backgrounds in order to reflect a sufficiently wide range of experiences of corporate finance and/or the shipping industry, irrespective of age or gender.

    As permitted under Cyprus law and our Amended and Restated Memorandum and Articles of Association, we consider four members of our Board of Directors, Mr. Ola Lorentzon, Mr. James O'Shaughnessy, Dr. Maria Papakokkinou and Mr. Richard

    C. Prince to be independent.

    Pursuant to the Company's Articles of Association and the Law the minimum number of Directors shall be not less than two and pursuant to the Company's Articles of Association the maximum number shall be limited to seven. The minimum and maximum number of directors can be increased or decreased by ordinary resolution of the General Meeting. Save if the majority of the Directors are residents of Cyprus the majority of Directors may not be resident of the same jurisdiction. Directors are elected or re-elected by an ordinary resolution of the shareholders in General Meeting. In the premises, a person holding a majority of voting shares of the Company will be able to elect all of the Directors and to prevent the election of any person whom such shareholder does not wish to be elected. There are no provisions for cumulative voting in the Law or the Articles of Association of the Company and the Company's Articles of Association do not contain any super-majority voting requirements.

    Pursuant to the Company's Articles of Association, Directors hold office for a period of one year from the date of their appointment or until the following Annual General Meeting of the Company (if their appointment was effected after the date of the previous Annual General Meeting) whereby they shall be eligible at the following Annual General Meeting to re-election for subsequent one year terms.

    The existing Directors and the shareholders by ordinary resolution in a General Meeting have the right to appoint at any time and from time to time any persons as Directors either to fill a vacant position or in addition to the existing directors subject to the maximum number specified in the Articles of Association.

    There are also procedures in the Articles of Association for the removal of one or more directors by the shareholders before the expiration of his or her term of office. Shareholders holding 5% or more of the voting shares of the Company may require the Directors to convene a shareholder meeting to consider a resolution for the removal of a director or place a proposal for such resolution in the agenda of a General Meeting already called by Directors. Such resolution can be approved by simple majority of the shareholders notwithstanding anything in the Articles of Association or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claim the Director may have for damages for breach of any contract of service between him and the Company. Any vacancy created by such removal may be filled at the meeting by the election of another person by the shareholders or in the absence of such election, by the Directors.

    Pursuant to the Company's Articles of Association the office of Director shall be vacated if the Director:

    1. becomes bankrupt or makes any arrangement or composition with his creditors generally;

    2. 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;

    3. becomes of unsound mind;

    4. resigns by notice in writing to the Company; or

    5. shall for more than six months have been absent without permission of the Directors from at least three consecutive duly convened meetings of the Directors.

    Pursuant to the Law, any provision whether contained in the articles of association or in any contract with a company to discharge any director of the company or to cover against any liability that under any rule of law he would otherwise have in respect of any negligence, omission, breach of duty or breach of trust such officer may be guilty of, shall be void. However, it is possible for a company to indemnify any such officer for any liability arising in him for the defense of any proceedings whether civil or criminal in which a judgement was made in his favor or in which he was acquitted.

    In alignment with the Law, the Articles of Association of the Company (Article 143) provide that the Directors shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them shall or may incur by reason of any contract entered into or any act

    done, concurred in or omitted in or about the execution of their duties except such (if any) as they shall incur or sustain by or through their own willful act, neglect or default.

    The Law and the Company's Articles of Association do not prohibit a director from being a party to or otherwise having an interest in any transaction or arrangement with the Company or in which the Company is otherwise interested. However a Director who is in any way, whether directly or indirectly interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors in accordance with the procedure specified by the Law. Furthermore pursuant to Article 93 of the Company's Articles of Association any Director or any company or partnership which or of which any Director is a shareholder, partner or director may transact with the Company and share in the profits of any contract or arrangement with the Company as if he were not a Director and to personally gain any profit or benefit that may result as a consequence of such contract or arrangement. A Director shall not vote on any subject in respect of such contract or arrangement and if he does so vote his vote shall not be counted and shall also not be counted for the purposes of determining whether a quorum is present at the meeting of the Directors.

    The Directors may exercise all the powers of the Company (save than those powers vested by Law or the Articles of Association to the General Meeting) including but not limited to borrowing or raising money, charging or mortgaging the Company's undertaking, property or uncalled capital, issuing of debentures, debenture stock and other securities as security for any debt, loss or obligation of the Company or any third party and managing the day to day business affairs of the Company.

    The Directors may grant retirement pensions or annuities or other gratuities or allowances including allowances on death to any Director or to the widow of or the dependents of any Director in respect of services rendered by him to the Company. Furthermore, the Company may make payments towards insurances or trusts in respect of a Director and may include rights in respect of such pensions, annuities and allowances in a Director's terms of engagement, without being precluded from granting such retirement pensions or annuities or other gratuities or allowances not as a part and independently of the terms of any engagement but upon the retirement, resignation or death of a Director as the Board of Directors may decide. The Directors may also establish and maintain any employees' share scheme, share option or share incentive scheme approved by ordinary resolution of the shareholders whereby selected employees (including Directors) are given the opportunity of acquiring shares in the capital of the Company.

    Pursuant to the Company's Articles of Association the following Directors' Committees each comprising of one or two Directors have been constituted:

    1. Audit and Risk Committee;

    2. Nomination Committee;

    3. Remuneration Committee.

    Refer to the Accountability and Audit section below for further information on our Audit and Risk Committee.

    Our Nomination Committee consists of one director, Mr. Ola Lorentzon, and is responsible for identifying and recommending potential candidates to become board members and recommending directors for appointment to board committees.

    Refer to the Remuneration Report for further information on our Remuneration Committee.

    All the scheduled board meetings held each year are in principle physically held in Cyprus unless exceptionally another location is appropriate. The Board of Directors met 11 times in the year ended December 31, 2025.

  2. Director's Remuneration

    Refer to the 2025 Remuneration Report for further details.

  3. Accountability and Audit

    We currently have an Audit and Risk Committee, which is responsible for overseeing the quality and integrity of our financial statements and our accounting, auditing and financial reporting practices, our compliance with legal and regulatory requirements, the independent auditor's qualifications, independence and performance and our internal audit function. In 2018, Mr. James O'Shaughnessy was appointed to serve on the Audit and Risk Committee. Mr. James O'Shaughnessy is the Chairperson and sole member of the Audit and Risk Committee and the Audit and Risk Committee Financial Expert. The Board has determined that an Audit and Risk Committee member may simultaneously serve on the audit committees of more than

    three public companies and such service would not impair the ability of such member to effectively serve on our Audit and Risk Committee.

    Disclosure Controls and Procedures

    Management assessed the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this annual report as of December 31, 2025. Based upon that evaluation, the principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective as of the evaluation date.

    Management's annual report on internal control over financial reporting

    Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

    Internal control over financial reporting is a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

    1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

    2. 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

    3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

      Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

      Management conducted the evaluation of the effectiveness of the Company's internal controls over financial reporting using the control criteria framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in its report entitled Internal Control-Integrated Framework (2013).

      Our management with the participation of our principal executive officer and principal financial officer assessed the effectiveness of the design and operation of the Company's internal controls over financial reporting as of December 31, 2025. Based upon that evaluation, our management with the participation of our principal executive officer and principal financial officer concluded that the Company's internal controls over financial reporting are effective as of December 31, 2025.

      Changes in internal control over financial reporting

      There were no changes in the Company's internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

      Going concern

      The Company intends to continue to function as a going concern for the next twelve months. We believe that cash on hand and borrowings under our current and committed credit facilities, along with cash generated from operating activities will be sufficient to fund our requirements for, at least, the twelve months from the date of this annual report.

  4. Relationship with Shareholders

    Shareholders Meetings

    Pursuant to the Law and Article 51 of the Company's Articles of Association, each year the Company shall hold a general meeting as its annual general meeting, in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it and no more than 15 months shall elapse between the date of one annual general meeting and that of the next. The annual general meeting statutory requirement cannot be waived. All general meetings other than annual general meetings shall be designated as extraordinary general meetings. All business shall be deemed special that is transacted at an extraordinary general meeting and also all that is transacted at an annual general meeting with the exception of declaring a dividend, the consideration of the accounts, balance sheets and reports of Directors and auditors, the re-election of Directors and the appointment of and fixing of auditors' remuneration.

    Pursuant to Article 56 of the Company's Articles of Association the necessary quorum for any general meeting annual or extraordinary shall be at least three (3) members present in person or by proxy and entitled to vote. The Law does not impose specific quorum requirements for any specific transactions. If the Company has one shareholder, such shareholder present in person or by proxy shall constitute quorum for any general meeting.

    Subject to the provisions of section 126 (1A) of the Law the Directors upon application by shareholders of the Company who hold at the date of filing of the application no less than 1/20th of the paid-up capital of the Company carrying the right to vote must immediately duly convene an extraordinary general meeting for the purposes specified in such application.

    Subject to the provisions of sections 127 (B)(1)(a)(b) of the Law any shareholder or shareholders which hold at least 5% of the issued share capital representing at least 5% of total voting rights shall have the right to add an item to the agenda of an annual general meeting provided that each such item is accompanied by stated reasons justifying its inclusion or a proposed resolution for approval at the general meeting and place a proposed resolution on a matter on the agenda of a general meeting. Extraordinary General Meetings may also be called at the discretion of the Directors.

    There shall be a 21 day notice in writing at least for all general meetings but in the case of a general meeting other than the annual general meeting or a meeting for the passing of a special resolution there shall be a 14 day notice provided the Company offers technical facilitation to its shareholders to vote through electronic means and a special resolution that shortens the notice period to 14 days has been approved in the immediately preceding annual general meeting or at a meeting conducted after that meeting. The Directors may fix any date as the record date for determining those shareholders entitled to receive notice of and vote at a meeting.

    Pursuant to Article 80 of the Company's Articles of Association a resolution in writing approved by shareholders which in total represent at least 75% of voting shares shall be valid and effective as if the same had seen passed at a validly convened general meeting of the Company, provided that at least 28 clear days notice of the intention to propose the resolution is given to or served on all shareholders entitled to receive the resolution notice and to vote on the proposed resolution.

    All general meetings are to be held at such time and place as the Directors shall determine. Following the Company's redomiciliation to Cyprus the Directors have resolved that all general meetings of the Company shall be held in Cyprus.

    Actions requiring the sanction and approval of the General Meeting

    The key matters which require the approval of the shareholders include the following:

    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.

      Pursuant to the Law and Article 21 of the Articles of Association all additional shares proposed to be issued for cash consideration shall, prior to issuance, be first offered to the existing shareholders in the nearest proportion to the number of shares already held by them at a date prescribed by the directors and such offer shall be made by a notice fixing the number of shares that provide a right to purchase shares which each shareholder is entitled to be allotted and restricting the time (which shall be not less than 14 days) in which the offer if not accepted shall be deemed as having been declined and under such circumstances the Directors may allot or otherwise dispose such shares in their discretion (the "Pre-Emption Right").

      The Pre-Emption Right cannot be excluded or restricted in the Articles of Association, but only by a decision of the shareholders in a General Meeting. If the directors propose to the General Meeting an exclusion or restriction of the Pre-Emption Right they have the obligation to submit to the general meeting a written report stating the reasons for the restriction or exclusion of the Pre-Emption Right and justifying the issuing price proposed. The proposed restriction or exclusion may be specific to a specific proposed share issue or general provided that the maximum number of shares and the maximum period during which the relevant shares may be issued are indicated. The restriction or exclusion of the Pre-Emption Right requires shareholder approval by simple majority when at least half of the issued share capital is represented. In any other case a majority of 2/3rds of the votes corresponding to the issued share capital represented is required.

      As permitted by Cyprus law, companies may obtain shareholder approval for a waiver of Pre-Emption Rights with respect to the issuance of shares against cash consideration and for the establishment of any employees' share scheme, share option, share incentive scheme or equity compensation plans and to material revisions thereof. Such waiver may be obtained by the above mentioned shareholder approvals. On December 8, 2025, the Company held its annual general meeting of shareholders whereby shareholders approved, among other things, for a period of twelve months with effect from 12:00 p.m. on December 8, 2025, the proposals to exclude the shareholders' Pre-Emption Right with respect to any offer by the Company to the public against cash consideration, as may be decided by the Board of Directors from time to time, of: (i) a maximum of 377,377,111 ordinary shares of nominal value $1.00 each ranking pari passu with the existing ordinary shares of the Company at a subscription price which shall be determined by the Board of Directors not lower than $1.00 per share; and (ii) a maximum of 377,377,111 debentures or other securities convertible into ordinary shares of nominal value $1.00 each ranking pari passu with the existing ordinary shares of the Company or options or other securities carrying the right to subscribe for ordinary shares of the Company of nominal value $1.00 each ranking pari passu with the existing ordinary shares of the Company at a subscription price which shall be determined by the Board of Directors not lower than $1.00 per security.

      Pursuant to the Law and Article 50 of the Company's Articles of Association the Company in a General Meeting may approve by special resolution (75% and more of voting shares) the purchase or acquisition of its own shares either directly or through a

      person acting in his own name but on behalf of the Company. Pursuant and subject to the provisions of the Law, the monetary consideration of the act of acquisition by the Company of its own shares must be paid from the realized but not distributed profits of the Company.

      The maximum period permitted for the Company to hold its own shares is two years. The consideration price for the acquisition of own shares shall not exceed by more than 5% the average market price of the Company's shares during the last five stock exchange meetings prior to making of the purchase. The total nominal value of shares which can be acquired may not at any time exceed 10% of the issued share capital or 25% of the average value of the transactions which have been traded over the last thirty days prior to the acquisition, whichever of these amounts is the smallest.

      Trusts

      In alignment with the relevant provisions of the Law, Article 10 of the Articles of Association states that no person shall be recognized by the Company as holding any share upon any trust and the Company shall not be compelled or bound in any way to recognize any interest in any share equitable or otherwise or any other rights in respect to any share except an absolute right to the entirety thereof in the registered holder subject to the proviso that the Company may if it so desires and has been notified in writing thereof, recognize the existence of a trust on any share although it may not register the same in the Register of the Company.

      In the premises the Company's relationship is with the registered holder of the shares. If the registered holder holds the shares in trust for someone else (the beneficial owner) the beneficial owner may give instructions to the registered holder on how to vote on the shares. Conversely, the registered shareholder in exercising his right to appoint a proxy to attend and vote on its behalf in a general meeting, it may appoint the beneficial owner as the registered holder's proxy.

      Dividends

      The shareholders of the Company are entitled to a percentage of dividends equal to their respective shareholding percentages in the issued share capital of the Company. No dividend shall be paid other than out of profits. The Company may in a General Meeting declare dividends but no dividend under such circumstances shall exceed the amount recommended by the Directors. Pursuant to the Law the Company in General Meeting shall not make a dividend distribution to its shareholders if, on the closing date of the last financial year its net assets as already presented in its annual accounts are below the total of the subscribed capital and the reserves, the distribution of which the Law or the Articles of Association do not allow.

      In addition to the power of the shareholders in General Meetings to declare dividends on the recommendation of the Directors, the Directors may from time to time pay to the shareholders such interim dividends as they might appear to the Directors to be justified by the profits of the Company subject to the following statutory conditions:

      1. Interim accounts have been prepared in which the funds available for distribution are shown to be sufficient;

      2. The amount to be distributed cannot exceed the amount of profits made since the end of the last financial year, the annual accounts of which have been finalized, increased by the profits which have been transferred from the last financial year and sums drawn from the reserves available for this purpose (retained earnings) and reduced by the losses of the previous financial years and sums to be placed in reserve pursuant to the requirements of the Law or the Articles of Association.

    The Directors may before recommending any dividend to the General Meeting or declaring an interim dividend set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors be applicable for any purpose to which the profits of the Company may be legally applied and pending such application, may at the Directors' like discretion, either be employed in the business of the Company or be invested in such investments as the Directors may from to time think fit. The Directors may also without placing the same to reserve carry forward for future use any profits which they may think prudent not to distribute.

    The Company is a holding company with no material assets aside from its investments in subsidiaries through which it conducts its operations. As such its ability to pay any dividends will depend on its subsidiaries' distributing to the Company their respective earnings and cash flow. Some of the Company's loan agreements currently limit or prohibit the subsidiaries' ability to make distributions to the Company and the Company's ability to make distributions to its shareholders.

    Calls on Shares

    The Directors may, from time to time, make calls upon the members in respect of any money unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not made payable by the conditions of allotment thereof at fixed times, provided that no call shall be payable at less than one month from the date fixed for the payment of the last preceding call, and each member shall (subject to receiving at least fourteen days' notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may determine. A call shall be deemed to have been made at the time when the resolution of the Directors authorizing the call was passed and may be required to be paid by installments.

    Winding Up

    If the Company shall be wound up, the liquidator may, with the sanction of an extraordinary resolution of the Company and any other sanction required by the Law, divide amongst the members, in specie or kind, the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

    Major Shareholdings

    The following table presents certain information as of March 27, 2026, regarding the ownership of our ordinary shares with respect to each shareholder whom we know to beneficially own more than 5% of our outstanding ordinary shares.

    Owner

    Number of

    shares

    % (1)

    Hemen Holding Ltd. (2)

    79,145,703

    35.6 %

    1. Calculated based on 222,622,889 ordinary shares issued and outstanding.

    2. C.K. Limited is the trustee of two Trusts that indirectly hold all of the shares of Hemen, our largest shareholder. Accordingly, C.K. Limited, as trustee, may be deemed to beneficially own the 79,145,703 of our ordinary shares, representing 35.6% of our outstanding shares, that are owned by Hemen. Mr. Fredriksen established the Trusts for the benefit of his immediate family. Beneficiaries of the Trusts do not have absolute entitlement to the Trust assets and thus disclaim beneficial ownership of all of our ordinary shares owned by Hemen. Mr. Fredriksen is neither a beneficiary nor a trustee of either Trust and has no economic interest in such ordinary shares. He disclaims any control over and all beneficial ownership of such ordinary shares, save for any indirect influence he may have with C.K. Limited, as the trustee of the Trusts, in his capacity as the settlor of the Trusts.

    Our major shareholders have the same voting rights as our other shareholders. No corporation or foreign government owns more than 50% of our outstanding ordinary shares. We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Company.

  5. Corporate Social Responsibility

Refer to the Environmental, Social & Governance section within the Management Report for further details.

‌FRONTLINE PLC ANNUAL REMUNERATION REPORT 2025 Introduction

As a company incorporated in Cyprus and listed on the Oslo Stock Exchange, we are committed to providing transparency and accountability to our stakeholders. In accordance with the Directive 2007/36/EC, as amended by Directive (EU) 2017/828 (together, the "Directive"), we are pleased to present our Remuneration Report ("the Report"). The report has been prepared by the Board of Directors of Frontline plc in accordance with the Cyprus Stock Exchange Corporate Governance Code 6th revised edition - April 2024 ("CSE Code") and the requirements of the Encouragement of the Long-Term Active Participation of the Shareholders Law of 2021, Law 111(I)/2021.

The Report comprises remuneration to the Company's Chief Executive Officer ("CEO"), who has been employed by Frontline Management AS, a subsidiary of Frontline plc, for the financial year 2025, along with the members of the Board of Directors ("the Board"). For the year ended December 31, 2025, the reporting company, Frontline Plc, had no employees. The purpose of the Report is to provide a comprehensive, clear and understandable overview of awarded and due gross salary and remuneration to the CEO and the Board for the last financial year.

The Company will present this report to the Annual General Meeting in 2026. Remuneration committee

The Company established a Remuneration Committee in February 2023, currently comprising one independent director, Mr.

Ola Lorentzon. The overall objective of the Remuneration Committee is to enhance shareholder value, by aligning the interests of shareholders and the CEO, as well as attracting and retaining qualified personnel.

The remuneration of the CEO is split between fixed and variable components. The variable component is split between share-based compensation, linked to the long-term performance of the Company, along with a cash bonus, linked to the performance of the Company in the year. The fixed component, which includes salary and other benefits such as pension, is reviewed annually by the Board of Directors to ensure that it is aligned with the Company's overall remuneration objectives.

The Board of Directors

The remuneration of members of the Board consists of an annual fixed fee determined annually by the general meeting of the Company and to not exceed $0.6 million in aggregate for the year ended December 31, 2025, and synthetic options granted under the Company's long-term incentive schemes as detailed below. In addition, members of the Audit and Risk Committee receive additional fees for such service.

There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service.

Long-term incentive schemes

In December 2021, the Board approved the grant of 1,280,000 synthetic options to employees and board members according to the rules of the Company's synthetic option scheme approved on December 7, 2021. The synthetic options have a five-year term expiring in December 2026. The vesting period is 12 months for the first 27.5% of options, 24 months for the next 27.5% of options and 36 months for the final 45% of options. The exercise price is NOK 71, which increased by NOK 5 on each of December 7, 2023, and December 7, 2024, and is further adjusted for any distribution of dividends made before the relevant synthetic options are exercised. The synthetic options will be settled in cash based on the difference between the market price of the Company's shares and the exercise price on the date of exercise. The synthetic options are not subject to a retention period. There were no options awarded under this scheme in 2022, 2023 or 2024.

In May 2025, the Board of Directors approved the grant of 362,284 synthetic options to employees and management according to the rules of the Company's synthetic option scheme approved on May 20, 2025. The synthetic options have a five year term expiring in May 2030. The vesting period is 12 months for the first 33.3% of options, 24 months for the next 33.3% of options and 36 months for the final 33.3% of options. The exercise price is $16.80, being the volume-weighted average exercise price of the share in the last 30 days prior to grant. The exercise price will further be adjusted for any distribution of dividends made before the relevant synthetic options are exercised. The synthetic options granted to the Chief Executive Officer are subject to a cap on maximum annual gain, equal to two times the annual base salary at the time of the exercise of the options The synthetic options will be settled in cash based on the difference between the market price of the Company's shares and the exercise price on the date of exercise. The synthetic options are not subject to a retention period.

Clawback Policy

In November 2023, we adopted a policy regarding the recovery of erroneously awarded compensation ("Clawback Policy"). In the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under U.S. securities laws or otherwise erroneous data or if we determine there has been a significant misconduct that causes material financial, operational or reputational harm, we shall be entitled to recover a portion or all of any incentive-based compensation provided to certain executives who, during a three-year period preceding the date on which an accounting restatement is required, received incentive compensation based on the erroneous financial data that exceeds the amount of incentive-based compensation the executive would have received based on the restatement.

The Remuneration Committee administers our Clawback Policy and has discretion, in accordance with the applicable laws, rules and regulations, to determine how to seek recovery under the Clawback Policy and may forego recovery if it determines that recovery would be impracticable.

No variable remuneration has been reclaimed from the Directors or CEO in relation to the years ended December 31, 2025 or 2024.

Summary of Company performance

Profit for the period decreased by $116.5 million in the year ended December 31, 2025 as compared to the year ended December 31, 2024. For a full analysis of the Company performance please see our Management Report and Consolidated Financial Statements for the year ended December 31, 2025.

Total remuneration of the Directors and CEO

Our Directors and CEO, along with start or end date, are as follows:

Name

Position

Start date

End date

Ola Lorentzon

Chairman and Non-Executive Director

not applicable

not applicable

John Fredriksen

Non-Executive Director

not applicable

not applicable

James O'Shaughnessy

Non-Executive Director and Audit and Risk Committee Chairman

not applicable

not applicable

Steen Jakobsen

Non-Executive Director

not applicable

December 8, 2025

Cato Stonex

Non-Executive Director

not applicable

not applicable

Maria Papakokkinou

Non-Executive Director

not applicable

not applicable

Ørjan Svanevik

Non-Executive Director

not applicable

February 27, 2026

Richard C. Prince

Non-Executive Director

December 8, 2025

not applicable

Mikkel Storm Weum

Non-Executive Director

February 27, 2026

not applicable

Lars H. Barstad

Chief Executive Officer of Frontline Management AS

not applicable

not applicable

Table 1 - Total remuneration of the Directors & CEO

(in thousands of $)

Fixed Base

salary Fees

Variable

Pension expense

Total

Proportion fixed

Proportion variable

Ola Lorentzon

-

150

-

-

150

100 %

- %

John Fredriksen

-

60

-

-

60

100 %

- %

James O'Shaughnessy

-

70

-

-

70

100 %

- %

Steen Jakobsen

-

56

-

-

56

100 %

- %

Cato Stonex

-

60

-

-

60

100 %

- %

Maria Papakokkinou

-

60

-

-

60

100 %

- %

Ørjan Svanevik

-

60

-

-

60

100 %

- %

Richard C. Prince

-

4

-

-

4

100 %

- %

Mikkel Storm Weum

-

-

-

-

-

- %

- %

Lars H. Barstad

399

-

333

29

761

56 %

44 %

Total

399

520

333

29

1,281

74 %

26 %

Fixed fees are payable for services rendered as members of the Board of Directors. Base salary is payable as remuneration for executive services.

Variable includes:

  • annual bonuses which have been paid or accrued during the reported financial year. Such bonuses are at the discretion of the Board.

  • the fair value of the synthetic options, as calculated based on the difference between the exercise price and market price of the underlying shares on the vesting date, which as a result of the fulfilment of predetermined performance criteria, were granted or offered in previous years but that vested during the reported financial year.

Pension expense includes the contributions that took place in the reported financial year to a defined contribution pension scheme.

The below tables details the activity in relation to the synthetic option schemes:

Opening balance

Closing balance

Name

Vesting date

Options held at the beginning of the year

Options awarded

Options exercised

Options held at the end of the year

Ola Lorentzon

07/12/2022

-

-

-

Ola Lorentzon

07/12/2023

-

-

-

Ola Lorentzon

07/12/2024

56,000

(28,000)

28,000

John Fredriksen

07/12/2022

22,000

-

22,000

John Fredriksen

07/12/2023

22,000

-

22,000

John Fredriksen

07/12/2024

36,000

-

36,000

James O'Shaughnessy

07/12/2022

22,000

(22,000)

-

James O'Shaughnessy

07/12/2023

22,000

(22,000)

-

James O'Shaughnessy

07/12/2024

36,000

-

36,000

Lars H. Barstad

07/12/2022

110,000

(110,000)

-

Lars H. Barstad

07/12/2023

110,000

-

110,000

Lars H. Barstad

07/12/2024

180,000

-

180,000

Lars H. Barstad

27/05/2026

-

38,503

-

38,503

Lars H. Barstad

27/05/2027

-

38,503

-

38,503

Lars H. Barstad

27/05/2028

-

38,503

-

38,503

Total

616,000

115,509

(182,000)

549,509

Opening balance

Closing balance

Name

Vesting date

Options awarded and unvested

Options awarded

Options vested

Options awarded and unvested

Lars H. Barstad

27/05/2026

-

38,503

-

38,503

Lars H. Barstad

27/05/2027

-

38,503

-

38,503

Lars H. Barstad

27/05/2028

-

38,503

-

38,503

Total

-

115,509

-

115,509

At the grant date of the synthetic options awarded in 2021, the Company's underlying share price was NOK 65.00. On December 7, 2022, the date on which the first tranche of synthetic options vested, the Company's underlying share price was NOK 123.60. On December 7, 2023, the date on which the second tranche of synthetic options vested, the Company's underlying share price was NOK 209.30. On December 7, 2024, the date on which the third tranche of synthetic options vested, the Company's underlying share price was NOK 172.80.

At the grant date of the synthetic options awarded in 2025, the Company's underlying share price was $18.75. As of December 31, 2025 none of the options have vested.

Comparative information on the change of remuneration

(in thousands of $)

2025 vs

2024

2024 vs

2023

2023 vs

2022

2022 vs

2021

2021 vs

2020

Change in remuneration

Non-executives

Ola Lorentzon

-

-

-

36

54

John Fredriksen

-

-

-

(36)

(54)

James O'Shaughnessy

-

-

(15)

(34)

49

Ole B. Hjertaker

(57)

(3)

20

40

-

Steen Jakobsen

(4)

-

20

40

-

Cato Stonex

-

57

3

-

-

Maria Papakokkinou

57

3

-

-

-

Ørjan Svanevik

57

3

-

-

-

Richard C. Prince

4

-

-

-

-

Other non-executives

(48)

(22)

(20)

30

(7)

Executives

Lars H. Barstad

(21)

354

(195)

264

295

Other executives

-

-

-

-

(963)

Total

(12)

392

(187)

340

(626)

Change in Company performance

Change in profit or loss for the period

(116,502)

(160,831)

180,877

490,498

(427,836)

The calculation includes fees, salary, bonus, pension and other benefits payable to directors and the CEO by the Company and its subsidiaries. The calculation excludes share-based variable remuneration for directors and the CEO of the Company. "Other non-executives" is comprised of remuneration paid to those directors not remunerated in the reported financial year. "Other executives" is comprised of remuneration paid to other executive officers not remunerated in the reported financial year.

Profit is derived from our audited Consolidated Financial Statements prepared in accordance with IFRS® Accounting Standards for the years ended December 31, 2025, 2024, 2023, 2022 and 2021. Profit for the year ended December 31, 2020 is derived from our audited Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in the United States of America.

‌FRONTLINE PLC MANAGEMENT REPORT 2025

The Board of Directors presents its report together with the audited financial statements of Frontline Plc ("Frontline" or the "Company") for the year ended December 31, 2025.

HISTORY AND DEVELOPMENT OF THE COMPANY The Company

We are Frontline plc, an international shipping company incorporated in Cyprus under The Companies Law (Chapter 113) as a public limited liability company (Company No. 442213) on December 30, 2022. Our registered and principal executive offices are located at 8, John Kennedy Street, Iris House, Off. 740B, 3106 Limassol, Cyprus, and our telephone number at that address is + 35725-588767.

The Company's ordinary shares are listed on the NYSE and OSE under the symbol "FRO".

We are engaged primarily in the ownership and operation of oil and product tankers. We operate through subsidiaries located in Cyprus, Bermuda, the Marshall Islands, Liberia, Norway, the United Kingdom, China and Singapore. We are also involved in the charter, purchase and sale of vessels.

On December 8, 2025, the Company held its annual general meeting of shareholders whereby shareholders approved, among other things, for a period of twelve months with effect from 12:00 p.m. on December 8, 2025, the proposals to exclude the shareholders' Pre-Emption Right (defined below) with respect to any offer by the Company to the public against cash consideration, as may be decided by the board of directors from time to time, of: (i) a maximum of 377,377,111 ordinary shares of nominal value $1.00 each ranking pari passu with the existing ordinary shares of the Company at a subscription price which shall be determined by the board of directors not lower than $1.00 per share; and (ii) a maximum of 377,377,111 debentures or other securities convertible into ordinary shares of nominal value $1.00 each ranking pari passu with the existing ordinary shares of the Company or options or other securities carrying the right to subscribe for ordinary shares of the Company of nominal value $1.00 each ranking pari passu with the existing ordinary shares of the Company at a subscription price which shall be determined by the board of directors not lower than $1.00 per security.

The address of the Company's internet site is https://www.frontlineplc.cy. The information on our website is not incorporated by reference into this annual report.

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

The Company took delivery of two VLCC newbuildings in the year ended December 31, 2023. As of December 31, 2023, 2024 and 2025, there were no vessels in the Company's newbuilding program and there were no commitments.

In January 2023, the Company sold a 2009-built VLCC and a 2009-built Suezmax tanker for gross proceeds of approximately

$61.0 million and $39.5 million, respectively. The vessels were delivered to the new owners in January and February, respectively. After repayment of existing debt on the vessels, the transactions generated net cash proceeds of approximately

$63.6 million, and the Company recorded a gain on sale of approximately $9.9 million and $2.8 million, respectively, in the year ended December 31, 2023.

In May 2023, the Company sold a 2010-built Suezmax tanker for gross proceeds of $44.5 million. The vessel was delivered to the new owner in June 2023. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of

$28.2 million, and the Company recorded a gain on sale of $9.3 million in the year ended December 31, 2023.

In January 2024, the Company announced that it had entered into an agreement to sell its five oldest VLCCs, built in 2009 and 2010, for an aggregate net sales price of $290.0 million. The vessels were delivered to the new owner in March and April 2024. After repayment of existing debt on the vessels, the transaction generated net cash proceeds of $208.0 million, and the Company recorded a gain of $68.6 million in the year ended December 31, 2024.

In January 2024, the Company entered into an agreement to sell one of its oldest Suezmax tankers, built in 2010, for a net sale price of $45.0 million. The vessel was delivered to the new owner in April 2024. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of $32.0 million, and the Company recorded a gain of $11.8 million in the year ended December 31, 2024.

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

$46.9 million. The vessel was delivered to the new owner in May 2024. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of $34.0 million, and the Company recorded a gain of $13.8 million in the year ended December 31, 2024.

In June 2024, the Company entered into an agreement to sell its oldest Suezmax tanker, built in 2010, for a net sale price of

$48.5 million. The vessel was delivered to the new owner in October 2024. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of $36.5 million, and the Company recorded a gain of approximately $17.9 million in the year ended December 31, 2024.

In August 2025, the Company entered into an agreement to sell its oldest Suezmax tanker, built in 2011, for a net sale price of

$36.4 million. The vessel was delivered to the new owner in September 2025. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of approximately $23.7 million, and the Company recorded a gain of $5.9 million in the third quarter of 2025.

The Acquisition

On October 9, 2023, Frontline entered into a Framework Agreement (the "Framework Agreement") with CMB.TECH NV (formerly Euronav NV) ("CMB.TECH"). Pursuant to the Framework Agreement, the Company agreed to purchase 24 VLCCs with an average age of 5.3 years, for an aggregate purchase price of $2,350.0 million from CMB.TECH (the "Acquisition").

All of the agreements relating to the Acquisition came into effect in November 2023. In December 2023, the Company took delivery of 11 of the vessels for consideration of $1,112.2 million. The Company had a commitment for $890.0 million for the remaining 13 vessels to be delivered excluding $347.8 million of prepaid consideration as of December 31, 2023. The Company took delivery of the 13 remaining vessels in the first quarter of 2024 and drew down $518.7 million under its

$1,410.0 million senior secured term loan facility with a group of relationship banks and $60.0 million under its subordinated unsecured shareholder loan to partly finance the deliveries.

In connection with the Acquisition, Frontline and Famatown Finance Limited, a company related to Hemen, ("Famatown") had agreed to sell all their shares in CMB.TECH (57,479,744 shares, representing in aggregate 26.12% of CMB.TECH's issued shares) to Compagnie Maritime Belge NV ("CMB") at a price of $18.43 per share (the "Share Sale").

In November 2023, all conditions precedent to the Share Sale, including approval of the inter-conditionality of the Share Sale and the Acquisition by the CMB.TECH shareholders and receipt of anti-trust approvals, were fulfilled. The Share Sale closed in November 2023 at which time Frontline sold its 13,664,613 shares in CMB.TECH to CMB for $251.8 million. The proceeds from the Share Sale have been used to partly finance the Acquisition.

On October 9, 2023, Frontline and other Hemen Related Companies entered into a settlement agreement with CMB.TECH. As part of the overall agreements, all rights and claims that CMB.TECH had concerning the entering into, performance and termination of the combination agreement with CMB.TECH and the arbitration action filed by CMB.TECH in January 2023 following Frontline's withdrawal from the combination agreement were terminated, against nil cash consideration

Strategic Fleet Renewal and Expansion

In December 2025, the Company entered into agreements to sell eight of our oldest first-generation ECO VLCCs, built between 2015 and 2016 to an unrelated third party, for a total sales price of $831.5 million. The vessels were delivered to the new owner during the first quarter of 2026. After commissions and repayment of existing debt on the vessels, the transaction is expected to generate net cash proceeds of approximately $477.2 million and the Company expects to record a gain in the first quarter of 2026 of approximately $212.0 million.

In January 2026, the Company announced that it had entered into agreements to acquire nine latest generation scrubber-fitted ECO VLCC newbuildings from affiliates of Hemen, for an aggregate purchase price of $1,224.0 million. Of these nine vessels, six are currently under construction at the Hengli shipyard and three at the Dalian shipyard in China. The delivery schedule for the vessels is attractive, with two vessels expected in the second quarter of 2026, four vessels expected in the third quarter of

2026, two vessels expected in the fourth quarter of 2026 and the final vessel expected in the second quarter of 2027. The payment schedule for these acquisitions is weighted towards delivery, with the largest portion of the instalments due upon delivery of each vessel. The Company intends to finance this acquisition with cash and long-term debt financing. The acquisition remains subject to certain closing conditions, in line with industry standards.

BUSINESS OVERVIEW

As of December 31, 2025, the Company's fleet consisted of 80 vessels owned by the Company (41 VLCCs, 21 Suezmax tankers, 18 LR2/Aframax tankers), with an aggregate capacity of approximately 17.6 million DWT.

Our vessels operate worldwide and therefore management does not evaluate performance by geographical region as this information is not meaningful.

We own various vessel owning and operating subsidiaries. Our operations take place substantially outside of the United States. Our subsidiaries, therefore, own and operate vessels that may be affected by changes in foreign governments and other economic and political conditions. We are engaged in transporting crude oil and its related refined petroleum products and our vessels operate in the spot and time charter markets. Our VLCCs are specifically designed for the transportation of crude oil and, due to their size, are primarily used to transport crude oil from the Middle East Gulf to the Far East, Northern Europe, the Caribbean and the Louisiana Offshore Oil Port. Our Suezmax tankers are similarly designed for worldwide trading, but the trade for these vessels is mainly in the Atlantic Basin, Middle East and Southeast Asia. Our LR2/ Aframax tankers are designed to be flexible, able to transport primarily refined products, but also fuel and crude oil from smaller ports limited by draft restrictions. The vessels will normally trade between the larger refinery centers around the world, being the Gulf of Mexico, Middle East, Rotterdam and Singapore.

We are committed to providing quality transportation services to all of our customers and to developing and maintaining longterm relationships with the major charterers of tankers. Increasing global environmental concerns have created a demand in the petroleum products/crude oil seaborne transportation industry for vessels that are able to conform to the stringent environmental standards currently being imposed throughout the world.

The tanker industry is highly cyclical, experiencing volatility in profitability, vessel values and freight rates. Freight rates are strongly influenced by the supply of tanker vessels and the demand for oil transportation. Refer to "Market Overview and Trend Information" for a discussion of the tanker market in 2024 and 2025.

The Company and the chief operating decision maker ("CODM") measure performance based on the Company's overall return to shareholders based on consolidated profit or loss. The CODM does not review a measure of operating result at a lower level than the consolidated group. Consequently, the Company has only one reportable segment: tankers. The tankers segment includes crude oil tankers and product tankers.

Similar to structures commonly used by other shipping companies, our vessels are all owned by, or chartered to, separate subsidiaries or associated companies. Frontline (Management) Cyprus Ltd, Frontline Management AS, Frontline Corporate Services Ltd and Frontline Management (Bermuda) Limited, all wholly owned subsidiaries, which we refer to collectively as Frontline Management, support us in the implementation of our decisions. The Board of Directors is responsible for all strategic decisions of the Company. Frontline Management is responsible for the operational and commercial management of our ship owning subsidiaries, including chartering and insurance, in the execution of the board's strategy. Each of our vessels is registered under the Cyprus, Malta, Marshall Islands, Liberia or Hong Kong flag.

Strategy

Our principal focus is the transportation of crude oil and related refined petroleum cargoes for major oil companies and large oil trading companies. We seek to optimize our income and adjust our exposure through actively pursuing charter opportunities whether through spot charters, time charters, bareboat charters, sale and leasebacks, straight sales and purchases of vessels, newbuilding contracts and acquisitions.

We presently operate VLCCs, Suezmax and Aframax tankers in the crude oil tanker market and LR2 tankers in the refined product market. Our preferred strategy is to have some fixed charter income coverage for our fleet, predominantly through time charters, and trade the balance of the fleet on the spot market. We focus on minimizing time spent in ballast by "cross trading" our vessels, typically with voyages loading in the Middle East Gulf discharging in Northern Europe, followed by a trans-Atlantic voyage to the U.S. Gulf of Mexico and, finally, a voyage from either the Caribbean, U.S. Gulf or West Africa to the

Far East/Indian Ocean. We believe that operating a certain number of vessels in the spot market, enables us to capitalize on a potentially stronger spot market as well as to serve our main customers on a regular non term basis. We believe that the size of our fleet is important in negotiating terms with our major clients and charterers. We also believe that our large fleet enhances our ability to obtain competitive terms from suppliers, ship repairers and builders and to produce cost savings in chartering and operations.

Our business strategy is primarily based upon the following principles:

  • operating a modern and energy-efficient fleet;

  • emphasizing operational safety and quality maintenance for all of our vessels and crews;

  • ensuring that the work environment on board and ashore always meet the highest standards complying with all safety and health regulations, labor conditions and respecting human rights;

  • complying with all current and proposed environmental regulations;

  • conducting our business in an honest and ethical manner;

  • outsourcing technical management and crewing;

  • continuing to achieve competitive operational costs;

  • achieving high utilization of our vessels;

  • achieving competitive financing arrangements;

  • achieving a satisfactory mix of term charters, contracts of affreightment and spot voyages; and

  • developing and maintaining relationships with major oil companies and industrial charterers.

We continue to have a strategy of outsourcing, which includes the outsourcing of management, crewing and accounting services to a number of third party and competing suppliers. The technical management of our vessels is provided by third party ship management companies. Pursuant to management agreements, each of the third party ship management companies provides ship maintenance, crewing, technical support, shipyard supervision and related services to us. A central part of our strategy is to benchmark operational performance and cost level amongst our ship managers. Currently, our vessels are crewed with Ukrainian, Romanian, Indian, Filipino, Latvian, and Georgian officers and crews, or combinations of these nationalities.

Seasonality

Historically, oil trade and, therefore, charter rates increased in the winter months and eased in the summer months as demand for oil and oil products in the Northern Hemisphere rose in colder weather and fell in warmer weather. The tanker industry, in general, has become less dependent on the seasonal transport of heating oil than a decade ago as new uses for oil and oil products have developed, spreading consumption more evenly over the year. This is most apparent from the higher seasonal demand during the summer months due to energy requirements for air conditioning and motor vehicles.

Environmental, Social & Governance

The Company publishes standalone ESG reports annually which can be found on its website at https://www.frontlineplc.cy/ about-frontline-ltd/environmental-social-governance-esg/. The information on the Company's website is not incorporated by reference into this document.

Frontline's business strategy is designed to create sustainable long-term value by balancing the interests of its stakeholders while managing material environmental, social and governance impacts, risks and opportunities across our operations and value chain.

A core pillar of this strategy is maintaining a modern, fuel-efficient fleet. Through disciplined fleet renewal and targeted growth in recent years, we have strengthened our environmental performance and operational efficiency. As of December 31, 2025, all vessels in the Company's fleet were ECO vessels and 46 were scrubber-fitted vessels. With an average fleet age of 7.5 years, Frontline operates one of the youngest and most energy-efficient fleets in the industry.

Our continued investment in modern tonnage, combined with the divestment of older vessels and the installation of energy-saving devices, demonstrates our commitment to improving emissions efficiency. In parallel, we leverage high-frequency vessel performance data to enable timely, data-driven decision-making. The integration of advanced technologies, including AI-enabled analytics and digital twin solutions, enhances fuel optimization, operational performance, and emissions management across the fleet.

Frontline is committed to providing a safe, inclusive and respectful working environment where human rights are upheld and fair labor practices are embedded throughout our operations. Our motto "Safety first - no compromises" means that the health,

safety and well-being of our people is our highest priority, including the thousands of seafarers employed by the ship management companies with which we partner. We are fully committed to respecting internationally recognized human and labour rights across our business activities and value chain.

Strong governance underpins our business strategy. Frontline maintains a comprehensive Compliance Program led by the Head of Compliance to ensure that we conduct business ethically and in accordance with applicable laws and regulations. The program includes robust policies and procedures tailored to industry-specific risks, annual risk assessments conducted with external advisors, regular training, third-party audits, internal controls, remediation processes and investigations, as well as quarterly reporting to the Audit and Risk Committee. This structured approach enables us to proactively identify and address emerging risks arising from regulatory developments and evolving stakeholder expectations, including those of investors, banks and customers.

Customers

No customers in the years ended December 31, 2025, 2024 or 2023 individually accounted for 10% or more of the Company's consolidated operating revenues.

Competition

The market for international seaborne crude and oil products transportation services is highly fragmented and competitive. Seaborne oil transportation services are generally provided by two main types of operators: major oil company captive fleets (both private and state-owned) and independent ship-owner fleets. In addition, several owners and operators pool their vessels together on an ongoing basis, and such pools are available to customers to the same extent as independently owned-and-operated fleets. Many major oil companies and other oil trading companies, the primary charterers of the vessels owned or controlled by us, also operate their own vessels, and use such vessels not only to transport their own crude oil but also to transport crude oil for third party charterers in direct competition with independent owners and operators in the tanker charter market. Competition for charters is intense and is based upon price, location, size, age, condition and acceptability of the vessel and its manager. Competition is also affected by the availability of other size vessels to compete in the trades in which the Company engages. Charters are, to a large extent, brokered through international independent brokerage houses that specialize in finding the optimal ship for any cargo based on the aforementioned criteria. Brokers may be appointed by the cargo shipper or the ship owner.

The Company's Vessels

The following table sets forth certain information regarding the fleet that we operated as of December 31, 2025:

Vessel

Built

Approximate Dwt.

Flag

Type of Employment(1)

VLCCs

Front Duke (5)

2016

299,000

MI

Spot market

Front Duchess (5)

2017

299,000

MI

Spot market

Front Earl

2017

303,000

MI

Spot market

Front Prince (5)

2017

301,000

MI

Spot market

Front Empire

2018

303,000

MI

Spot market

Front Princess (5)

2018

302,000

MI

Spot market

Front Defender

2019

299,000

MI

Spot market

Front Discovery

2019

299,000

MI

Spot market

Front Dynamic

2020

299,000

MI

Spot market

Front Driva

2019

319,000

CY

Spot market

Front Nausta (2)

2019

319,000

CY

Time charter

Front Alta

2022

300,000

MI

Spot market

Front Tweed

2022

300,000

MLT

Spot market

Front Tana

2022

300,000

MI

Spot market

Front Gaula

2022

300,000

MI

Spot market

Front Orkla

2023

300,000

CY

Spot market

Front Tyne

2023

300,000

MI

Spot market

Front Maine

2021

299,600

MI

Spot market

Front Vosso (5)

2017

297,400

LIB

Spot market

Front Rauma

2016

300,000

MI

Spot market

Front Osen

2016

299,000

MI

Spot market

Front Hawke (5)

2017

299,000

MI

Spot market

Front Cloud

2016

299,400

MI

Spot market

Front Neiden

2021

300,200

MI

Spot market

Front Flores (5)

2017

298,600

MI

Spot market

Front Gander

2023

299,200

MI

Spot market

Front Eagle

2020

299,600

LIB

Spot market

Front Beaver

2023

299,200

MI

Spot market

Front Beauly

2023

300,000

MI

Spot market

Front Surna

2016

299,000

LIB

Spot market

Front Naver

2021

300,200

MI

Spot market

Front Eira (6)

2019

299,600

LIB

Spot market

Front Humber

2017

298,800

MI

Spot market

Front Morgan

2021

300,200

MI

Spot market

Front Clyde

2016

299,300

MI

Spot market

Front Forth

2016

299,300

LIB

Spot market

Front Spey

2016

299,500

MI

Spot market

Front Otra

2016

300,000

MI

Spot market

Front Tay

2016

300,000

MI

Spot market

Front Dee

2015

300,000

LIB

Spot market

Front Vefsna

2017

297,400

LIB

Spot market

Suezmax Tankers

Front Ull

2014

157,000

MI

Spot market

Front Idun

2015

157,000

MI

Spot market

Front Crown

2016

157,000

MI

Spot market

Front Challenger

2016

157,000

MI

Spot market

Front Classic

2017

157,000

MI

Spot market

Front Clipper

2017

157,000

MI

Spot market

Front Crystal

2017

157,000

MI

Spot market

Front Coral

2017

158,000

MI

Spot market

Front Cosmos

2017

158,000

MI

Spot market

Front Cascade

2017

157,000

MI

Spot market

Front Sparta

2019

157,000

HK

Spot market

Front Samara (3)

2019

157,000

MLT

Time charter

Front Siena

2019

157,000

HK

Spot market

Front Singapore

2019

157,000

HK

Spot market

Front Seoul

2019

157,000

HK

Spot market

Front Santiago

2019

157,000

HK

Spot market

Front Savannah

2019

157,000

HK

Spot market

Front Suez

2019

157,000

HK

Spot market

Front Shanghai

2019

157,000

HK

Spot market

Front Silkeborg

2019

157,000

HK

Spot market

Front Cruiser

2020

157,000

MI

Spot market

LR2/Aframax Tankers

Front Ocelot

2016

110,000

MI

Spot market

Front Cheetah

2016

110,000

MI

Spot market

Front Lynx

2016

110,000

MI

Spot market

Front Cougar

2016

110,000

MI

Spot market

Front Leopard

2016

110,000

MI

Spot market

Front Jaguar

2016

110,000

MI

Spot market

Front Altair

2016

110,000

MI

Spot market

Front Antares

2017

110,000

MI

Spot market

Front Vega

2017

110,000

MI

Spot market

Front Sirius

2017

110,000

MI

Spot market

Front Castor

2017

110,000

MI

Spot market

Front Pollux

2017

110,000

MI

Spot market

Front Capella

2017

110,000

MI

Spot market

Front Polaris

2018

110,000

MI

Spot market

Front Fusion

2021

110,000

MI

Spot market

Front Future

2021

110,000

MI

Spot market

Front Favour

2021

110,000

MI

Spot market

Front Feature (4)

2021

110,000

MI

Time charter

  1. Time Charter includes those contracts with initial durations in excess of 12 months.

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

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

  4. In August 2022, the Company entered into a fixed rate time charter to a third party for a three-year period. In October 2025, the Company extended the time charter for a further 11 months.

  5. In January 2026, the Company entered into one-year time charter-out agreements for seven of our VLCCs, built between 2016 and 2018, at an average rate of $76,900 per day per vessel. The charters for three vessels commenced in the first quarter of 2026, and the remaining four charters are expected to commence in April 2026.

  6. In February 2026, the Company entered into a one-year time charter-out agreement at a rate of $93,500 per day. The charter commenced in late February 2026.

Key to Flags:

CY - Cyprus, MLT - Malta, MI - Marshall Islands, HK - Hong Kong, LIB - Liberia.

Other than our interests in the vessels described above, we do not own any material physical properties. We lease office space in various locations, which are not considered material.

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

A summary of the changes in the vessels that we own, lease and charter-in for the years ended December 31, 2025 and 2024 is summarized in the table below.

2025

2024

VLCCs

At start of period

41

33

Other acquisitions/newbuilding deliveries

-

13

Disposal/lease termination

-

(5)

At end of period

41

41

Suezmax tankers

At start and end of period

22

25

Other acquisitions/newbuilding deliveries

-

-

Disposal

(1)

(3)

At end of period

21

22

LR2/Aframax tankers

At start of period

18

18

Disposal

-

-

At end of period

18

18

Total

At start of period

81

76

Other acquisitions/newbuilding deliveries

-

13

Disposal/lease termination

(1)

(8)

At end of period

80

81

Summary of Fleet Employment

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

As of December 31,

2025

2024

Number of

vessels

Percentage

of fleet

Number of

vessels

Percentage

of fleet

VLCCs

Spot

40

98 %

40

98 %

Time charter

1

2 %

1

2 %

41

100 %

41

100 %

Suezmax tankers

Spot

20

95 %

21

95 %

Time charter

1

5 %

1

5 %

21

100 %

22

100 %

LR2/Aframax tankers

Spot

17

94 %

14

78 %

Time charter

1

6 %

4

22 %

18

100 %

18

100 %

Total fleet

Spot

77

96 %

75

93 %

Time charter

3

4 %

6

7 %

80

100 %

81

100 %

Market Overview and Trend Information

The statistical data provided in this section has been taken from the EIA as well as the independent third-party maritime research companies, Fearnleys, Clarksons Research and Kpler. The figures quoted below are estimates and may vary from estimates provided by other research services. The overviews set forth below are based on information, data and estimates derived from industry sources available as of the date of this annual report, and there can be no assurances that such trends will continue or that any anticipated developments referenced in such section will materialize. This information, data and estimates involve several assumptions and limitations, are subject to risks and uncertainties, and are subject to change based on various factors. You are cautioned not to give undue weight to such information, data, and estimates. We have not independently verified any third-party information, verified that more recent information is not available and undertake no obligation to update this information unless legally obligated.

During 2025, global oil consumption averaged approximately 104.1 million barrels per day ("mbpd"), an increase of 1.3 mbpd compared to 2024 with China being the biggest contributor to demand growth.

Global oil supply increased significantly during 2025, accelerating in the second half of the year and reaching record levels of

108.3 mbpd by the fourth quarter.

Geopolitical developments and intensified sanctions enforcement remained key drivers of tanker market dynamics. Regulatory measures implemented by the U.S. Office of Foreign Assets Control ("OFAC"), the European Union, and the United Kingdom expanded the list of sanctioned vessels and entities engaged in Russian and Iranian oil trade. By year-end, approximately one-fifth of the global crude and product tanker fleet was reported to be sanctioned by at least one major authority.

Following a period of intensified sanction enforcement by the OFAC, the impact is now increasingly evident across tanker markets, supporting higher utilization and market share for the compliant fleet. Floating storage of sanctioned crude has increased during the fourth quarter of 2025 as the barrels struggle to find their way to the consumer amidst growing logistical challenges. US intervention in Venezuela has resulted in more Venezuelan oil being lifted by compliant tonnage, further reducing employment opportunities for the so-called "shadow fleet". The recently announced US-India trade agreement may further influence crude trade flows, as closer economic ties are likely to encourage India's continued diversification away from

sanctioned barrels. The second half of the year has seen a marked increase in export volumes, particularly benefiting the compliant fleet. While demand conditions remain supportive, recent market strength has been driven largely by developments on the supply side. The allocation of tonnage among market participants has shifted meaningfully, with fewer owners now controlling a larger share of the global fleet. Coupled with a rapid ageing fleet, we expect these structural supply constraints to partially offset scheduled newbuilding deliveries, creating a manageable net fleet growth. Together with a constructive crude demand outlook and anticipation of further replacement of sanctioned volumes transferring to the compliant fleet, we expect the fundamentals for compliant tankers to remain favorable going forward.

The global tanker fleet continued to age during the year. The average age of the crude tanker fleet reached approximately 14 years, the highest level in more than two decades. A significant portion of the fleet is now above 20 years of age. However, for a product carrying vessel the 15-year age mark is an equally important benchmark with 31.4% of the LR2 tanker fleet currently above this threshold.

Russia-Ukraine War

Sanctions and price-cap measures related to the Russia-Ukraine conflict continue to affect global oil flows and tanker markets. In September 2025, the European Union, United Kingdom, and Canada reduced their crude-oil price cap on Russian exports from $60 to $47.60 per barrel. Despite this adjustment, enforcement challenges and the use of non-Western or "shadow fleet" vessels have allowed significant volumes of Russian crude to continue moving to Asia, limiting the overall impact of the price-cap regime. Russia's crude exports have shifted decisively away from Europe. According to industry sources, Europe accounted for 55% of Russian crude exports in 2020 but only 15% in 2024 and 14% in 2025, while Asia and Oceania absorbed 85% of exports in 2024, with China and India taking the vast majority. China imported an average of 1.2 million barrels per day (bpd) in 2024 and 1.3 million bpd in 2025, while India imported 1.7 million bpd in 2024 and 1.6 million bpd in the first half of 2025. Russia's redirection of crude flows toward Asia and the increased reliance on non-Western shipping have continued to reshape global trade patterns, increasing voyage distances, transportation costs, and regulatory complexity for tanker operators.

Israel-Gaza Conflict

Tensions related to the Israel-Gaza conflict continued to elevate maritime risks in the Red Sea during 2025, as Houthi forces expanded their attacks on commercial vessels in the Bab al-Mandab Strait. In July 2025, the Houthis sank two commercial ships, and by late 2025 more than 100 attacks had been recorded since 2023, affecting vessels from over 60 countries. These threats kept many Europe-Asia trades rerouted around the Cape of Good Hope, although Bab al-Mandab transits showed partial recovery by August 2025, reaching their highest level since early 2024. While the January 19, 2025 ceasefire between Israel and Hamas offered some relief to regional tensions, it did not meaningfully reduce the ongoing Houthi threat to commercial shipping.

Israel-Iran Conflict

The hostilities between Israel and Iran in 2025 significantly increased security risks for commercial vessels operating in the Persian Gulf and the Strait of Hormuz. Following Israeli strikes on Iran in June 2025, shipowners were warned to avoid both the Red Sea and the Persian Gulf, and many operators rerouted or slowed transits due to fears of missile attacks, sea mines and other hostile actions. The regional threat level intensified further in March 2026, when the United States jointly conducted major strikes with Israel on Iranian targets, including operations that destroyed multiple Iranian naval vessels, naval headquarters and other military infrastructure, prompting Iran to launch large-scale retaliatory missile and drone attacks across the region. These exchanges included missile strikes that hit commercial tankers and disrupted shipping lanes.

The situation deteriorated further as Iran targeted U.S. bases in the UAE, Bahrain, Qatar, and Jordan, while some Iranian officials claimed the Strait of Hormuz was closed, triggering widespread industry concern and causing major shipping companies to suspend or halt bookings through the region. Electronic interference affecting vessel navigation systems spiked around the Strait of Hormuz, complicating safe passage and heightening operational risk. Although the strait remained technically open, the U.S.-Iran missile exchanges in March 2026 and the U.S. Navy's combat operations in the Persian Gulf created conditions in which shipping agencies assessed the threat level as "significant," and many shipowners exercised extreme caution, diverted vessels, or temporarily ceased transits through the area.

Results of Operations

Total operating revenues and voyage expenses

Change

(in thousands of $)

2025

2024

$

%

Voyage charter revenues

1,882,782

1,955,035

(72,253)

(3.7)

Time charter revenues

72,166

85,073

(12,907)

(15.2)

Administrative income

10,156

10,277

(121)

(1.2)

Total operating revenues

1,965,104

2,050,385

(85,281)

(4.2)

Other income

6,069

112,121

(106,052)

(94.6)

Voyage expenses and commissions

753,744

773,434

(19,690)

(2.5)

Voyage charter revenues decreased in the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to:

  • a decrease of $71.9 million due to the sale of four Suezmax tankers and five VLCCs since January 1, 2024,

  • a decrease of $56.3 million due to change in market rates, and

  • a decrease of $47.6 million as a result of delivery of one Suezmax tanker, two VLCCs and one LR2/Aframax tanker on to short-, and long-term charters between January 2024 and December 2025.

    These factors were offset by:

  • an increase of $58.1 million due to the acquisition of 13 VLCCs from CMB.TECH since January 1, 2024, and

  • an increase of $45.6 million due to the redelivery of three LR2/Aframax tankers and three Suezmax tankers from short-, and long-term time charters to voyage charters between January 2024 and December 2025

    Time charter revenues decreased in the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to:

  • a decrease of $38.0 million due to the redelivery of three LR2/Aframax tankers and three Suezmax tankers from short-and long-term time charters to voyage charters between January 2024 and December 2025.

    This decrease was offset by:

  • an increase of $24.8 million due to the delivery of one Suezmax tanker, two VLCCs and one LR2/Aframax tanker on to short-, and long-term charters between January 2024 and December 2025.

    Voyage expenses and commissions decreased in the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to:

  • a decrease of $23.7 million due to the sale of four Suezmax tankers and five VLCCs since January 1, 2024,

  • a decrease of $28.8 million due to fluctuations in bunker prices

  • a decrease of $18.5 million as a result of delivery of one Suezmax tanker, two VLCCs and one LR2/Aframax tanker on to short-, and long-term charters between January 2024 and December 2025, and

  • a decrease of $4.0 million in commissions as a result of decreased charter rates.

    These factors were offset by:

  • an increase of $18.2 million due to the acquisition of 13 VLCCs from CMB.TECH since January 1, 2024,

  • an increase of $19.4 million due to the redelivery of three LR2/Aframax tankers and three Suezmax tankers from short-, and long-term time charters to voyage charters between January 2024 and December 2025,

  • an increase of $8.6 million due to an increase in port costs, and

  • an increase of $9.5 million due to the costs incurred under the EU ETS from January 1, 2024.

    Administrative income primarily comprises the income earned from the technical and commercial management of vessels and newbuilding supervision fees derived from related parties, affiliated companies and third parties. The decrease in the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily due to:

  • a decrease of $0.6 million in technical management fees earned due to a decrease in the number of vessels under technical management.

    Partially offset by:

  • an increase in newbuilding supervision fees and commercial management fees of $0.2 million, and

  • an increase in miscellaneous recharges of $0.3 million.

    Other operating income

    Change

    (in thousands of $)

    2025

    2024

    $

    %

    Gain on sale of vessels

    5,929

    112,079

    (106,150)

    (94.7)

    Other gains

    140

    42

    98

    233.3

    6,069

    112,121

    (106,052)

    (94.6)

    Gain on sale of vessels

    In August 2025, the Company entered into an agreement to sell its oldest Suezmax tanker, built in 2011, for a net sale price of

    $36.4 million. The vessel was delivered to the new owner in September 2025. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of approximately $23.7 million, and the Company recorded a gain of $5.9 million in the third quarter of 2025.

    In January 2024, the Company announced that it had entered into an agreement to sell its five oldest VLCCs, built in 2009 and 2010, for an aggregate net sale price of $290.0 million. Three of the vessels were delivered to the new owner during the first quarter of 2024, and the two remaining vessels were delivered in the second quarter of 2024. After repayment of existing debt on the five vessels, the transaction generated net cash proceeds of $208.0 million. The Company recorded a gain of $68.6 million in the year ended December 31, 2024.

    In January 2024, the Company entered into an agreement to sell one of its oldest Suezmax tankers, built in 2010, for a net sale price of $45.0 million. The vessel was delivered to the new owner during the second quarter of 2024. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of $32.0 million, and the Company recorded a gain of

    $11.8 million in the year ended December 31, 2024.

    In March 2024, the Company entered into an agreement to sell another one of its oldest Suezmax tankers, built in 2010, for a net sale price of $46.9 million. The vessel was delivered to the new owner during the second quarter of 2024. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of $34.0 million, and the Company recorded a gain of

    $13.8 million in the year ended December 31, 2024.

    In June 2024, the Company entered into an agreement to sell its oldest Suezmax tanker, built in 2010, for a net sale price of

    $48.5 million. The vessel was delivered to the new owner in October 2024. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of $36.5 million, and the Company recorded a gain of $17.9 million in the year ended December 31, 2024.

    Ship operating expenses

    Change

    (in thousands of $)

    2025

    2024

    $

    %

    Ship operating expenses

    238,850

    232,243

    6,607

    2.8

    Ship operating expenses are the direct costs associated with running a vessel and include crew costs, vessel supplies, repairs and maintenance, lubricating oils and insurance.

    Ship operating expenses increased in the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to:

  • an increase of $4.7 million due to the acquisition of 13 VLCCs from CMB.TECH since January 1, 2024, and

  • an increase of $11.0 million in relation to general cost increases across other categories.

    These factors were partially offset by:

  • a decrease of $9.1 million due to the sale of four Suezmax tankers and five VLCCs since January 1, 2024.

    Administrative expenses

    Change

    (in thousands of $)

    2025

    2024

    $

    %

    Administrative expenses

    51,367

    36,086

    15,281

    42.3

    Administrative expenses increased in the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to:

  • a $11.3 million increase in share-based payment expense, resulting from the revaluation of the synthetic option liability based on the increase in quoted share price as at December 31, 2025, and

  • a $2.5 million increase in employee and related costs,

    Depreciation

    Change

    (in thousands of $)

    2025

    2024

    $

    %

    Depreciation

    328,460

    339,030

    (10,570)

    (3.1)

    Depreciation expense decreased in the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to:

  • a decrease of $13.8 million due to the sale of four Suezmax tankers and five VLCCs since January 1, 2024.

    This factor was offset by:

  • an increase of $3.2 million due to the acquisition of 13 VLCCs from CMB.TECH since January 1, 2024.

    Finance income

    Change

    (in thousands of $)

    2025

    2024

    $

    %

    Interest income

    15,690

    16,785

    (1,095)

    (6.5)

    Foreign currency exchange gain

    146

    313

    (167)

    (53.4)

    15,836

    17,098

    (1,262)

    (7.4)

    Interest income in the year ended December 31, 2025 and the year ended December 31, 2024 mainly relates to interest received on bank deposits.

    Foreign currency exchange differences relate to movements of U.S. dollar against other currencies used in day-to-day transactions.

    Finance expense

    Change

    (in thousands of $)

    2025

    2024

    $

    %

    Interest expense

    231,055

    302,324

    (71,269)

    (23.6)

    Foreign exchange loss

    205

    1,023

    (818)

    (80.0)

    Loss/(Gain) on interest rate swaps

    778

    (9,206)

    9,984

    (108.5)

    Other financial expenses

    1,196

    947

    249

    26.3

    233,234

    295,088

    (61,854)

    (21.0)

    Finance expense decreased in the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to:

  • a decrease of $63.9 million related to the decrease in interest rates on the Company's floating rate debt,

  • a decrease of $4.1 million in amortization of capitalized loan issuance costs and debt extinguishment losses, and

  • a decrease of $3.3 million due to the sale of four Suezmax tankers and five VLCCs since January 1, 2024.

    These factors are partially offset by:

  • an increase of $10.0 million due to changes in gains and losses on our interest rate swaps.

    Gain on marketable securities

    Change

    (in thousands of $)

    2025

    2024

    $

    %

    Loss on marketable securities

    (1,600)

    (3,405)

    1,805

    (53.0)

    In the year ended December 31, 2025, the Company recognized loss on marketable securities of $1.6 million, primarily due to the loss on securities sold during the year. In the year ended December 31, 2024, the Company recognized loss on marketable securities of $3.4 million, primarily due to the revaluation of securities held.

    Share of results of associated company

    Change

    (in thousands of $)

    2025

    2024

    $

    %

    Share of results of associated company

    1,059

    (599)

    1,658

    (276.8)

    In the year ended December 31, 2025, the Company recognized a share of results of TFG Marine of a $0.1 million profit (2024:

    $1.7 million loss).

    In the year ended December 31, 2025, the Company recognized a share of results of FMS Holdco Limited of a $1.0 million profit (2024: $1.1 million profit).

    See Note 14 to our audited Consolidated Financial Statements included herein for further details on our equity method investments.

    Dividends received

    Change

    (in thousands of $)

    2025

    2024

    $

    %

    Dividends received

    4,289

    3,535

    754

    21.3

    The increase in dividends received in the year ended December 31, 2025 is due to dividends received from investments in marketable securities.

    Tax

    Change

    (in thousands of $)

    2025

    2024

    $

    %

    Income tax expense

    (6,021)

    (7,671)

    1,650

    (21.5)

    The decrease in income tax expense in the year ended December 31, 2025 as compared to the year ended December 31, 2024 is due to lower taxable income in Cyprus.

    Liquidity and capital resources

    We operate in a capital intensive industry and have historically financed our purchase of tankers and other capital expenditures through a combination of cash generated from operations, equity capital and borrowings from commercial banks. Our ability to generate adequate cash flows on a short and medium term basis depends substantially on the trading performance of our vessels in the market. Historically, market rates for charters of our vessels have been volatile. Periodic adjustments to the supply of and demand for oil and product tankers causes the industry to be cyclical in nature. We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short and medium term liquidity.

    Our funding and treasury activities are conducted within corporate policies to increase investment returns while maintaining appropriate liquidity for our requirements. Cash and cash equivalents are held primarily in U.S. dollars with some balances held in British pounds, Euros, Norwegian kroner and Singapore dollars.

    Our short-term liquidity requirements relate to payment of operating costs (including dry docking), funding working capital requirements, repayment of debt financing, payment of newbuilding installments, payment of commitments for upgrading vessels such as for EGCS, BWTS and ongoing decarbonization projects, and maintaining cash reserves against fluctuations in operating cash flows. Sources of short-term liquidity include cash balances, revolving credit facilities. Short-term investments and receipts from our customers. Revenues from time charters are generally received monthly or fortnightly in advance while revenues from voyage charters are received upon completion of the voyage.

    As of December 31, 2025 and 2024, we had cash and cash equivalents of $251.3 million and $413.5 million, respectively.

    The Company's loan agreements contain certain financial covenants, including the requirement to maintain a certain level of free cash, positive working capital and a value adjusted equity covenant. Cash and cash equivalents include cash balances of

    $89.9 million (2024: $92.6 million,), which represents 59% (2024: 50%) of the cash required to be maintained by the financial covenants in our loan agreements. The Company is permitted to satisfy up to 50% of the cash requirements by maintaining a committed undrawn credit facility with a remaining availability of greater than 12 months.

    Our interest rate swaps can require us to post cash as collateral based on their fair value. As of December 31, 2025 and 2024, no cash was required to be posted as collateral in relation to our interest rate swaps.

    As of December 31, 2025, the Company has agreed to provide a guarantee under a bunker supply arrangement with TFG Marine, a related party. Should TFG Marine be required to provide a parent company guarantee to its bunker suppliers or finance providers then for any guarantee that is provided by the Trafigura Group and becomes payable, Frontline shall pay a pro rata amount based on its share of the equity in TFG Marine. The maximum liability under this guarantee is $6.0 million and there are no amounts payable under this guarantee as at December 31, 2025.

    As of December 31, 2025, there are no remaining vessels in the Company's newbuilding program and there are no remaining newbuilding commitments.

    In December 2025, the Company entered into agreements to sell eight of our oldest first-generation ECO VLCCs, built between 2015 and 2016 to an unrelated third party, for a total sales price of $831.5 million. The vessels were delivered to the new owner during the first quarter of 2026. After commissions and repayment of existing debt on the vessels, the transaction is expected to generate net cash proceeds of approximately $477.2 million and the Company expects to record a gain in the first quarter of 2026 of approximately $212.0 million.

    In January 2026, the Company announced that it had entered into agreements to acquire nine latest generation scrubber-fitted ECO VLCC newbuildings from affiliates of Hemen, for an aggregate purchase price of $1,224.0 million. Of these nine vessels, six are currently under construction at the Hengli shipyard and three at the Dalian shipyard in China. The delivery schedule for the vessels is attractive, with two vessels expected in the second quarter of 2026, four vessels expected in the third quarter of

    2026, two vessels expected in the fourth quarter of 2026 and the final vessel expected in the second quarter of 2027. The payment schedule for these acquisitions is weighted towards delivery, with the largest portion of the instalments due upon delivery of each vessel. The Company intends to finance this acquisition with cash and long-term debt financing. The acquisition remains subject to certain closing conditions, in line with industry standards.

    In January 2026, the Company prepaid a further $31.3 million under its reducing revolving credit facilities. In January 2026, the Company drew down $151.6 million to finance the initial installments due in relation to the nine newbuildings to be acquired from Hemen and subsequently repaid this amount in early February 2026. As of March 27, 2026, $473.1 million remains available and undrawn under our reducing revolving credit facilities.

    In January 2026, the Company entered into one year time charter-out agreements for seven of our VLCCs, built between 2016 and 2018, at an average rate of $76,900 per day per vessel. The charters for three vessels commenced in the first quarter of 2026, and the remaining four charters are expected to commence in April 2026.

    In February 2026, the Company entered into one-year time charter-out agreement for one of our VLCCs, built in 2019, at a rate of $93,500 per day per vessel. The charter is expected to commence in late February.

    In February 2026, the Board of Directors declared a dividend of $1.03 per share for the fourth quarter of 2025. The record date for the dividend was March 12, 2026, the ex-dividend date was March 12, 2026, for shares listed on the New York Stock Exchange and March 11, 2026, for shares listed on the Oslo Stock Exchange, and the dividend was paid on March 19, 2026.

    We believe that cash on hand, working capital and borrowings under our current and committed credit facilities, along with cash generated from operating activities will be sufficient to fund our requirements for, at least, the twelve months from the date of this annual report.

    Medium to Long-term Liquidity and Cash Requirements

    Our medium and long-term liquidity requirements include funding the equity portion of investments in new or replacement vessels and repayment of bank loans. Additional sources of funding for our medium and long-term liquidity requirements include cash flows from operations, new loans, refinancing of existing arrangements, equity issues, public and private debt offerings, vessel sales, sale and leaseback arrangements and asset sales.

    Cash Flows

    The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated.

    (in thousands of $)

    2025

    2024

    Net cash provided by operating activities

    682,460

    736,412

    Net cash provided by (used in) investing activities

    24,979

    (483,398)

    Net cash used in financing activities

    (869,624)

    (147,804)

    Net change in cash and cash equivalents

    (162,185)

    105,210

    Cash and cash equivalents at beginning of year

    413,532

    308,322

    Cash and cash equivalents at end of year

    251,347

    413,532

    Net cash provided by operating activities

    Net cash provided by operating activities decreased by $54.0 million in the year ended December 31, 2025 as compared to the year ended December 31, 2024.

    Net cash provided by operating activities was primarily impacted by: (i) overall market conditions as reflected by TCE rates, including whether our vessels were operated under time charters or voyage charters, (ii) the size and composition of our fleet that we own, lease and charter-in, and (iii) changes in operating assets and liabilities.

    1. 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 2025, average market quoted TCE rates showed a small increase for VLCCs, however decreased for Suezmax tankers and LR2 product tankers as compared to 2024, see "Item

      5. Operating Financial Review and Prospects - A. Operating Results". The net decrease in average quoted market rates led to a $56.0 million decrease in cash provided by operating activities for the year ended December 31, 2025. In addition, a net decrease in voyage expenses, primarily due to the fluctuation in bunker prices and lower commissions and port costs, also a component of TCE, in 2025 compared to 2024, resulting in a $17.1 million increase in cash provided by operating activities. Changes in the mix of vessels operating in the spot market versus short-, and longterm charters between January 2024 and December 2025 resulted a $16.3 million decrease in cash provided by operating activities.

    2. Detailed information on the size and composition of our fleet, along with whether our vessels were operated under time charters or voyage charters, including changes between the periods presented, is disclosed in "Item 5. Operating Financial Review and Prospects - A. Operating Results". Changes in the size and composition of our fleet resulted in a net decrease in cash provided by operating activities of $0.7 million. The decrease is primarily due to the sale of four Suezmax tankers and five VLCCs, offset by the acquisition of 13 VLCCs from CMB.TECH between January 1, 2024 and December 31, 2025. These changes led to a decrease of $13.9 million in cash received from revenues. The aforementioned decrease was partially offset by the decrease in cash paid for voyage expenses, ship operating expenses and interest expense of $13.1 million.

    3. Changes in operating assets and liabilities resulted in a decrease in cash provided by operating activities of $27.8 million. The movement in working capital balances are impacted by the timing of voyages, and also by the timing of fueling and consumption of fuel on board our vessels. Revenues for vessels that operate under time charters are typically billed in advance, whereas revenues under voyage charters are typically billed upon completion of a voyage.

    In addition to the above factors, net cash provided by operating activities decreased due to the following:

  • a decrease of $10.4 million due to lower interest received due to lower cash balances and lower interest rates,

  • a decrease of $9.9 million due to higher ship operating expenses,

  • a decrease of $8.1 million in relation to the settlement of synthetic share options,

  • an increase of $55.2 million due to a decrease in interest expense and debt issuance costs primarily as a result of repayments on the Company's fixed and floating rate facilities, and

  • an increase of $4.5 million in dividends received.

    Net cash provided by investing activities

    Net cash provided by investing activities of $25.0 million in 2025 comprised mainly of:

  • $37.2 million proceeds from the sale of one Suezmax tanker, and

  • $0.4 million proceeds from sale of marketable securities.

    This was offset by:

  • additions to vessels and equipment of $12.5 million, consisting of $8.0 million capitalized dry docking costs and $4.5 million paid for various vessel upgrades.

    Net cash used in investing activities of $483.4 million in 2024 comprised mainly of:

  • additions to vessels and equipment of $915.2 million, consisting of $884.5 million in relation to the remaining 13 VLCCs acquired from CMB.TECH in 2024, $22.4 million capitalized dry docking costs and $8.3 million paid for various vessel upgrades.

    This was offset by:

  • $431.9 million proceeds from the sale of five VLCCs and three Suezmax tankers.

    Net cash used in financing activities

    Net cash used by financing activities in 2025 of $869.6 million was primarily due to:

  • debt repayments of $2,095.9 million,

  • cash dividends paid of $207.0 million, and

  • lease repayments of $0.4 million.

    These items were partially offset by:

  • debt drawdowns of $1,433.7 million.

    Net cash used by financing activities in 2024 of $147.8 million was primarily due to:

  • debt repayments of $1,880.1 million,

  • cash dividends of $434.1 million paid, and

  • lease repayments of $0.9 million.

    These items were partially offset by:

  • debt drawdowns of $2,167.3 million.

    FINANCIAL RESULTS

    The Company's profit after tax was $379.1 million for the year ended December 31, 2025 compared to a profit after tax of

    $495.6 million for the year ended December 31, 2024. The total assets of the Company as of December 31, 2025 were $5,753.6 million and the net assets were $2,510.9 million, compared to $6,220.8 million and $2,340.2 million, respectively, as of December 31, 2024.

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

    PRINCIPAL RISKS AND UNCERTAINTIES

    The principal risks and uncertainties that the Company faces relate to tanker market volatility, operations, compliance, cyber security and ESG factors as follows:

    Tanker market volatility

    Historically, the tanker industry has been highly cyclical, with volatility in profitability, charter rates and asset values resulting from changes in the supply of, and demand for, tanker capacity and changes in the supply of and demand for oil and oil products. These factors may adversely affect the rates payable and the amounts we receive in respect of our vessels. Global and political conflicts continue to disrupt energy production and trade patterns, and their impact on energy demand and costs is expected to remain uncertain. Our ability to re-charter our vessels on the expiration or termination of their current spot and time charters and the charter rates payable under any renewal or replacement charters will depend upon, among other things, economic conditions in the tanker market and we cannot guarantee that any renewal or replacement charters we enter into will be sufficient to allow us to operate our vessels profitably. Our revenues are affected by our strategy to employ some of our vessels on time charters, which have a fixed income for a pre-set period of time as opposed to trading ships in the spot market where their earnings are heavily impacted by the supply and demand balance. If we are not able to obtain new contracts in direct continuation with existing charters or for newly acquired vessels, or if new contracts are entered into at charter rates substantially below the existing charter rates or on terms otherwise less favorable compared to existing contracts terms, our revenues and profitability could be adversely affected.

    The factors that may influence demand for tanker capacity include:

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

  • the supply of and demand for alternative energy sources and from other shipping companies and other modes of transport;

  • global and regional economic and political conditions, including "trade wars" and developments in international trade, international sanctions, embargoes, import and export restrictions, nationalizations, the imposition of tariffs and port fees, national oil reserves policies, refinery additions and closures, and fluctuations in industrial production;

  • national policies regarding strategic oil inventories (including if strategic reserves are set at a lower level in the future

    as oil decreases in the energy mix);

  • regional availability of refining capacity and inventories compared to geographies of oil production regions;

  • changes in seaborne and other transportation patterns, including changes in the distances over which tanker cargoes are transported by sea;

  • increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the

    development of new, pipeline systems in markets we may serve, or the conversion of existing non-oil pipelines to oil pipelines in those markets;

  • currency exchange rates, most importantly versus USD;

  • weather, acts of God and natural disasters;

  • piracy, terrorist activities, vessel attacks, wars or other armed conflicts, and other international hostilities;

  • any restrictions on crude oil production imposed by the Organization of the Petroleum Exporting Countries ("OPEC"), and non-OPEC oil producing countries;

  • legal and regulatory changes including regulations adopted by supranational authorities and/or industry bodies, such as

    safety and environmental regulations and requirements by major oil companies; and

  • diseases and viruses, affecting livestock and humans, including pandemics.

    The factors that influence the supply of tanker capacity include:

  • current and expected purchase orders for tankers;

  • the number and size of newbuilding orders and deliveries, as may be impacted by the availability of financing for new vessels and shipping activity;

  • the number of shipyards and ability of shipyards to deliver vessels;

  • any potential delays in the delivery of newbuilding vessels and/or cancellations of newbuilding orders;

  • availability of financing for new vessels and shipping activity;

  • recycling and scrapping rates, influenced by vessel age, emission compliance costs and second-hand market liquidity;

  • the number of vessel casualties;

  • technological advances in tanker design and capacity, propulsion technology and fuel consumption efficiency;

  • tanker freight rates, which are affected by factors that may affect the rate of newbuilding, swapping and laying up of tankers;

  • the price of steel and vessel equipment;

  • the number of conversions of tankers to other uses or conversions of other vessels to tankers;

  • the number of tankers that are out of service, namely those that are laid-up, dry docked, awaiting repairs or otherwise not available for hire;

  • business disruptions, including supply chain disruptions, port and canal congestion and the imposition of tariffs;

  • government and industry regulations of maritime transportation practices, particularly environmental protection laws and regulations that may limit the useful lives of vessels, including ballast water management, low sulfur fuel consumption regulations, and reductions in CO2 emissions;

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

    vessels or obsolescence of tonnage, including the impact of sanctions;

  • environmental concerns and uncertainty around new regulations in relation to, amongst others, new technologies which may delay the ordering of new vessels; and

  • government subsidies of shipbuilding.

    In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance costs, insurance coverage costs, and the efficiency and

    age profile of the existing tanker fleet. The factors affecting the supply and demand for tankers have been volatile and are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable, including those discussed above. Market conditions were volatile in 2025 and continued volatility may reduce demand for transportation of oil over longer distances and increase the supply of tankers to carry that oil, which may have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends and existing contractual obligations.

    Operational risks

    The operation of an ocean-going vessel carries inherent risks. These risks include the possibility of:

  • loss of life or harm to seafarers;

  • a marine accident or disaster, bad weather and other acts of God;

  • environmental accidents and pollution, oil spills and toxic gas releases;

  • cargo and property losses or damage;

  • business interruptions caused by mechanical failure, grounding, fire, explosions and collisions, unexpected tank corrosion and human error; and

  • attacks on vessels, including cyberattacks, drone and missile attacks, mining of waterways, war, terrorism, piracy,

diseases, political action in various countries, tariffs, labor strikes and/or boycotts or adverse weather conditions.

These hazards may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships and market disruptions, delay or rerouting. In addition, an oil spill may cause significant environmental damage, and a catastrophic spill could exceed the insurance coverage available. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and high volume of the oil transported in tankers.

Acts of piracy and other attacks have historically affected ocean-going vessels trading in certain regions of the world, such as the South China Sea, the Arabian Sea, the Red Sea, Suez Canal, the Gulf of Aden off the coast of Somalia, Sulu Sea, Celebes Sea, the Malacca and Singaporean Straits, the Indian Ocean and, in particular, the Gulf of Guinea region off the coast of Nigeria. We consider potential acts of piracy to be a material risk to the international shipping industry, and protection against this risk requires vigilance. Our vessels regularly travel through regions where pirates are active. We are insured for a wide range of war risks through membership in a mutual war risk club. Crew and security equipment costs, including costs which may be incurred to the extent we employ onboard security guards, could also increase in such circumstances.

If our vessels suffer damage, they may need to be repaired at a dry docking facility. The costs of dry dock repairs are unpredictable and may be substantial. We may have to pay dry docking costs that our insurance does not cover at all or in full. The loss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may adversely affect our business and financial condition. In addition, space at dry docking facilities is sometimes limited and not all dry docking facilities are conveniently located. We may be unable to find space at a suitable dry docking facility or our vessels may be forced to travel to a dry docking facility that is not conveniently located relative to our vessels' positions. The loss of earnings while these vessels are forced to wait for space or to travel to more distant dry docking facilities may adversely affect our business and financial condition. Further, the involvement of our vessels in a serious accident or the total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs or loss which could negatively impact our business, financial condition, results of operations, cash flows and ability to pay dividends.

Any of these circumstances or events could increase our costs or lower our revenues. The involvement of our vessels in an accident or oil spill or other environmental disaster may harm our reputation as a safe and reliable tanker operator.

Compliance with applicable requirements may result in significant expense. If any vessel does not maintain its class or fails any annual, intermediate or special survey, the vessel will be unable to trade between ports and will be unemployable and uninsurable, which could cause us to be in violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

The operation of our vessels is affected by the requirements set forth in the IMO's International Safety Management Code (the "ISM Code"). The ISM Code requires shipowners, ship managers and bareboat charterers to develop and maintain an extensive "Safety Management System" that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and for dealing with emergencies. If we fail to comply with the ISM Code, we may be subject to increased liability, including the invalidation of existing insurance or a decrease of available insurance coverage for our affected vessels and such failure may result in a denial of access to, or detention in, certain ports. The U.S. Coast Guard and European Union authorities enforce compliance with the ISM and International Ship and Port Facility Security Code (the "ISPS Code") and prohibit non-compliant vessels from trading in U.S. and European Union ports. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position. Given that the IMO continues to review and introduce new regulations, it is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

Because such conventions, laws, and regulations are often revised or delayed, we cannot predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale prices or useful lives of our vessels. Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our business and which may materially adversely affect our operations. We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates, and financial assurances with respect to our operations.

Further, government regulation of vessels, particularly in the areas of safety and environmental requirements, can be expected to become stricter in the future and may require us to incur significant capital expenditures to keep our vessels in compliance.

For vessels on voyage charters, fuel oil, or bunkers, is a significant, if not the largest, expense. Changes in the price of fuel may adversely affect our profitability to the extent we have vessels on voyage charters. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments supply and demand for oil and gas, actions by OPEC and other oil and gas producers, economic or other sanctions levied against oil and gas producing countries, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Any future increase in the cost of fuel may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail.

Additionally, our returns are impacted by the use of scrubbers, which allow us to consume high-sulfur fuel oil ("HSFO") under certain circumstances, as it is typically cheaper than very low sulfur fuel oil ("VLSFO"). However, if the price differential (spread) between VLSFO and HSFO narrows, the financial benefit of using scrubbers may decline, affecting our overall returns. As a result, an increase in the price of fuel may adversely affect our profitability.

In addition, the 0.5% global sulfur cap in marine fuels used by vessels that are not equipped with sulfur oxide scrubbers under MARPOL Annex VI may lead to changes in the production quantities and prices of different grades of marine fuel by refineries and introduces an additional element of uncertainty in fuel markets, which could result in additional costs and adversely affect our cash flows, earnings and results from operations.

Compliance risks

Although we intend to maintain compliance with all applicable sanctions and embargo laws, and we endeavor to take precautions reasonably designed to mitigate such risks, it is possible that, in the future, our vessels may call on ports located in sanctioned countries or territories, or engage in other such transactions or dealings that would be violative of applicable sanctions, on charterers' instructions and/or without our consent. If such activities result in a violation of sanctions or embargo laws, we could be subject to monetary fines, penalties, or other sanctions, and our reputation and the market for our ordinary shares could be adversely affected.

U.S. sanctions exist under a strict liability regime. A party need not know it is violating sanctions and need not intend to violate sanctions to be liable. We could be subject to monetary fines, penalties, or other sanctions for violating applicable sanctions or embargo laws even in circumstances where our conduct, or the conduct of a charterer, is consistent with our sanctions-related policies, unintentional or inadvertent.

The laws and regulations of these different jurisdictions vary in their application and do not all apply to the same covered persons or proscribe the same activities. In addition, the sanctions and embargo laws and regulations of each jurisdiction may be amended to increase or reduce the restrictions they impose over time, and the lists of persons and entities designated under these laws and regulations are amended frequently. Moreover, most sanctions regimes provide that entities owned or controlled

by the persons or entities designated in such lists are also subject to sanctions. The U.S., United Kingdom, and European Union have enacted new and more aggressive sanctions programs in recent years. Additional countries or territories, as well as additional persons or entities within or affiliated with those countries or territories, have, and in the future will, become the target of sanctions. These require us to be diligent in ensuring our compliance with sanctions laws. Further, the U.S., United Kingdom and European Union have increased their focus on sanctions enforcement with respect to the shipping sector. Current or future counterparties of ours may be affiliated with persons or entities that are or may be in the future become the subject of sanctions imposed by the United States, United Kingdom, European Union and/or other international bodies. If we determine that such sanctions require us to terminate existing or future contracts to which we, or our subsidiaries, are party or if we are found to be in violation of such applicable sanctions, our results of operations may be adversely affected, or we may suffer reputational harm.

As a result of Russia's actions in Ukraine and the war between Israel and Hamas, the U.S., European Union and United Kingdom, together with numerous other countries, have imposed significant economic sanctions which may adversely affect our ability to operate in these regions and also restrict parties whose cargo we carry.

Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations in 2025, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines, penalties, vessel detentions or blacklisting or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, and could result in our reputation and the market for our securities to be adversely affected and/or some investors deciding, or being required, to divest their interest, or not to invest, in us. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries or territories identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our common stock may adversely affect the price at which our common stock trades. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. Investor perception of the value of our common stock may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in countries or territories that we operate in.

Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels. Compliance with such laws and regulations, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. Compliance with such laws and regulations may require us to obtain certain permits or authorizations prior to commencing operations. Failure to obtain such permits or authorizations could materially impact our business results of operations, financial conditions and ability to pay dividends by delaying or limiting our ability to accept charterers. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions including greenhouse gases, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents.

A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations. Environmental requirements can also affect the resale value or useful lives of our vessels, could require a reduction in cargo capacity, ship modifications or operational changes or restrictions, could lead to decreased availability of insurance coverage for environmental matters or could result in the denial of access to certain jurisdictional waters or ports or detention in certain ports. We could incur material liabilities, including clean-up obligations and natural resource damages liability, in the event that there is a release of hazardous materials from our vessels or otherwise in connection with our operations. Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability, without regard to whether we were negligent or at fault. We could also become subject to personal injury or property damage claims relating to the release of hazardous substances associated with our existing or historic operations. Violations of, or liabilities under, environmental requirements can result in substantial penalties, fines and other sanctions, including, in certain instances, seizure or detention of our vessels, and could harm our reputation with current or potential charterers of our tankers. We will be required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although we have insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, financial condition, results of operations and cash flows.

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