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Frontline
Ltd.
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(Translation
of registrant’s name into English)
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Par-la-Ville
Place, 14 Par-la-Ville Road, Hamilton, HM 08,
Bermuda
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(Address
of principal executive
office)
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NOTICE
IS HEREBY given that the Annual General Meeting of Shareholders of
Frontline Ltd (the “Company”) will be held on September 28, 2007 at 9:30
a.m. at the Fairmont Hamilton Princess, 76 Pitts Bay Road, Hamilton,
Bermuda for the following purposes, all of which are more completely
set
forth in the accompanying information
statement:
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1.
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To
receive and adopt the financial statements of the Company for the
year
ended December 31, 2006.
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2.
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To
re-elect John Fredriksen as a Director of the Company.
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3.
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To
re-elect Tor Olav Trøim as a Director of the Company.
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4.
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To
re-elect Kate Blankenship as a Director of the Company.
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5.
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To
re-elect Frixos Savvides as a Director of the Company.
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6.
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To
appoint PricewaterhouseCoopers DA of Oslo, Norway as auditors and
to
authorise the Directors to determine their
remuneration.
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7.
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To
amend the Company’s Bye-laws in order to ensure conformity with recent
revisions to the Bermuda Companies Act 1981, as
amended.
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8.
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To
approve the remuneration of the Company’s Board of Directors of a total
amount of fees not to exceed US$250,000 for the year ended December
31,
2007.
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9.
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To
reduce the share premium account of the Company from US$480.8
Million to nil, and to credit the amount resulting from
the reduction to the Company’s Contributed Surplus
account, with immediate effect.
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10.
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To
transact other such business as may properly come before the meeting
or
any adjournment thereof.
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1.
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The
Board of Directors has fixed the close of business on August 17,
2007, as
the record date for the determination of the shareholders entitled
to
attend and vote at the Annual General Meeting or any adjournment
thereof.
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2.
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No
Shareholder shall be entitled to attend unless written notice of
the
intention to attend and vote in person or by proxy, together with
the
power of attorney or other authority (if any) under which it is signed,
or
a notarially-certified copy of that power of attorney, is sent to
the
Company Secretary, to reach the Registered Office by not later than
48
hours before the time for holding the meeting
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3.
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A
Form of Proxy is enclosed for use by holders of shares registered
in the
United Kingdom and Norway in connection with the business set out
above.
Holders of shares registered in the United States should use the
separate
Form of Proxy provided.
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4.
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Each
of the resolutions set out above is an Ordinary Resolution, approval
of
which will require the affirmative vote of a majority of the votes
cast.
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I/We
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...........................................................................................................................................................................................................................................................................................................
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(NAME
IN BLOCK CAPITALS)
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Of
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...........................................................................................................................................................................................................................................................................................................
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being
(a) holder(s) of ...................................................
Ordinary Shares of $2.50 each of the above-named
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Company
on the record date of August 17, 2007, hereby appoint the duly appointed
Chairman of the meeting or ................... to act as my/our proxy
at the Annual General Meeting of
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the
Company to be held
on
September 28, 2007, or at any adjournment thereof, and to vote on
my/our
behalf as directed below.
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Please
indicate with an X in the spaces provided how you wish your vote(s)
to be
cast on a poll. Should this card be returned duly signed, but
without a specific direction, the proxy will vote or abstain at his
discretion.
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Resolutions
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For
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Against
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Abstain
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1.
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To
re-elect John Fredriksen as a Director of the Company.
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2.
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To
re-elect Tor Olav Trøim as a Director of the Company.
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3.
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To
re-elect Kate Blankenship as a Director of the Company.
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4.
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To
re-elect Frixos Savvides as a Director of the Company.
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5.
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To
appoint PricewaterhouseCoopers DA of Oslo, Norway as auditors and
to
authorise the Directors to determine their remuneration.
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6.
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To
approve various amendments to the Company’s Bye-Laws to ensure conformity
with recent revisions to the Bermuda Companies Act 1981, as
amended.
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7.
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To
approve the remuneration of the Company’s Board of Directors of a total
amount of fees not to exceed US$250,000 for the year ended December
31,
2007.
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8.
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To
reduce the share premium account of the Company from US$480.8 Million
to
nil, and to credit the amount resulting from the reduction to
the Company’s Contributed Surplus account with immediate
effect
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Date
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...................................
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Signature
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......................................................................
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1.
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A
Shareholder entitled to attend and vote at a meeting may appoint
one or
more proxies to attend and, on a poll, vote instead of
him.
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2.
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Proxies
appointed by a single Shareholder need not all exercise their vote
in the
same manner.
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3.
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In
the case of joint holders, the vote of the senior who tenders a vote,
whether in person or by proxy, will be accepted to the exclusion
of the
votes of the other joint holders. For this purpose, seniority
is determined by the order in which the names stand in the Register
of
Members.
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4.
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In
the case of a corporation, this proxy must be given under its common
seal
or be signed on its behalf by a duly authorised officer or
attorney.
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5.
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If
it is desired to appoint by proxy any person other than the Chairman
of
the Meeting, his/her name should be inserted in the relevant place,
reference to the Chairman deleted and the alteration
initialled.
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6.
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This
proxy should be completed and be sent to reach one of the following
addresses, as appropriate, by not later than 48 hours before the
time for
holding the meeting.
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Holders
of Shares registered on the
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Holders
of Shares registered on the
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London
Stock Exchange should return
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Oslo
Stock Exchange should return their Proxy
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their
Proxy Forms to:
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Forms
to:
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Company
Secretary, Frontline Ltd.
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Nordea
Bank Norge ASA
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Lloyds
TSB Registrars
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Issuer
Services
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The
Causeway
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PO
Box 1166 Sentrum
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Worthing
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0107
Oslo, Norway
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West
Sussex BN99 6ZL, England
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Fax:
+47 22 48 49 90/ +47 22 48 63 49
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Fax:
+44 1903 833085
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PRESENTATION
OF FINANCIAL STATEMENTS
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In
accordance with Section 84 of the Companies Act 1981 of Bermuda,
the
audited consolidated financial statements of the Company for the
year
ended December 31, 2006 will be presented at the Meeting. These
statements have been approved by the Directors of the
Company. There is no requirement under Bermuda law that such
statements be approved by shareholders, and no such approval will
be
sought at the Meeting.
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The
audited consolidated financial statements of the Company for the
year
ended December 31, 2006 have been provided to Shareholders by inclusion
of
the Company’s Annual Report on Form 20-F with this Notice of Annual
General Meeting. The Company’s Annual Report on Form 20-F is also
available on our website at www.frontline.bm.
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COMPANY
PROPOSALS
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PROPOSALS
1, 2, 3 AND 4 - ELECTION OF DIRECTORS
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The
Board has nominated the four persons listed below for selection as
Directors of the Company. All nominees are presently members of
the Board of Directors. As provided in the Company's Bye-laws, each
Director is elected at each Annual General Meeting of Shareholders
and
shall hold office until the next Annual General Meeting following
his
election or until his successor is elected.
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Nominees
For Election To The Company's Board Of
Directors
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Information
concerning the nominees for Directors of the Company is set forth
below:
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Name
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Age
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Director
Since
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Position
with the Company
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John
Fredriksen
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63
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1997
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Director,
Chairman, President and Chief Executive Officer
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Tor
Olav Trøim
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44
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1997
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Director
and Vice-President
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Kate
Blankenship
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42
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2003
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Director
and Chairperson of the Audit Committee
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Frixos
Savvides
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55
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2005
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Director
and member of the Audit Committee
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John
Fredriksen has been Chairman of the Board, Chief Executive
Officer, President and a director of the Company since November 3,
1997. He was previously the Chairman and Chief Executive
Officer of Old Frontline. Mr. Fredriksen has served for over
nine years as a director of Seatankers Management Co. Ltd., or SeaTankers,
a ship operating company and an affiliate of the Company’s principal
shareholder, Hemen Holding Ltd. (“Hemen”). Mr. Fredriksen indirectly
controls Hemen. Mr. Fredriksen is a director of and indirectly controls
Golar LNG Limited, a Bermuda company listed on the Oslo Stock Exchange
and
the NASDAQ National Market and has also been a director of Golden
Ocean
Group Limited, a Bermuda company listed on the Oslo Stock Exchange,
since
November, 2004. Mr. Fredriksen has served as a director and the
Chairman of Seadrill Limited, a Bermuda company listed on the Oslo
Stock
Exchange since May, 2005.
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Tor
Olav Trøim has been Vice-President and a director of the Company
since November 1997. He previously served as Deputy Chairman of
Frontline from July 4, 1997 and was a director of Old Frontline from
July
1, 1996. Until April, 2000, Mr. Trøim was the Chief
Executive Officer of Frontline Management AS, a company which supports
the
Company in the implementation of decisions made by the Board of
Directors. Mr. Trøim graduated as M.Sc. Naval Architect from
the University of Trondheim, Norway in 1985. His careers
include Portfolio Manager Equity in Storebrand ASA (1987-1990) and
Chief
Executive Officers for the Norwegian Oil Company DNO AS
(1992-1995). Since 1995, Mr. Trøim has been a director of
SeaTankers Management in Cyprus. In this capacity, he has acted
as Chief Executive Officer for the public companies Knightsbridge
Tankers
Limited and Golar LNG Limited (NASDAQ). Mr. Trøim was also
Chief Executive Officer of Seadrill Limited until the recent take-over
and
integration of Smedvig ASA. Mr. Trøim is currently
Vice-Chairman of these three companies and in addition is a director
and
Chairman of Ship Finance International Limited (NYSE) and a member
of the
Boards in the public companies, Golden Ocean Group Limited (OSE)
and
Marine Harvest ASA (OSE).
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Kate
Blankenship has been a director of the Company since August 2003.
Mrs. Blankenship joined the Company in 1994 and served as the Company’s
Chief Accounting Officer and Company Secretary until October 2005.
Mrs.
Blankenship has been Chief Financial Officer of Knightsbridge Tankers
Limited (“Knightsbridge”) since April, 2000 and Secretary of Knightsbridge
from December 2000 to March, 2007. Mrs. Blankenship has been a
director of Ship Finance International Limited since October,
2003. Mrs. Blankenship has served as a director of Golar LNG
Limited since July, 2003 and Golden Ocean Group Limited since November,
2004. Mrs. Blankenship has served as a director of Seadrill
Limited since May, 2005. She is a member of the Institute of
Chartered Accountants in England and Wales.
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Frixos
Savvides, a Chartered Accountant, is a Fellow of the Institute of
Chartered Accountants of England and Wales. He was the founder
of the audit firm PKF Savvides and Partners in Cyprus and held the
position of Managing Partner until 1999 when he became Minister of
Health
of the Republic of Cyprus. He held this office until
2003. Mr. Savvides is currently a senior independent business
consultant and holds several Board positions including his recent
appointment as Vice-Chairman of Cyprus Airways.
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PROPOSAL
5 - APPOINTMENT OF INDEPENDENT AUDITORS
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At
the Meeting, the Board will ask the shareholders to approve the
appointment of PricewaterhouseCoopers DA of Oslo, Norway as the Company's
independent auditors and to authorise the Board of Directors to determine
the auditors’ remuneration.
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Audit
services provided by PricewaterhouseCoopers DA, Oslo, Norway in fiscal
year 2006 included the examination of the consolidated financial
statements of the Company and its subsidiaries.
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All
services rendered by the independent auditors are subject to pre-approval
and review by the Audit Committee.
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PROPOSAL
6 – AMENDMENTS TO THE BYE-LAWS
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At
the Meeting, the Board will ask the shareholders to approve various
amendments to the Company’s Bye-laws to ensure their conformation with
recent changes to the Bermuda Companies Act 1981, as amended (the
“Act”). There have been a number of recent amendments to the
Act and the Board of Directors propose to amend the Company’s Bye-laws to
reflect these changes to Bermuda law. In addition it is proposed
to delete
certain obsolete definitions. The numbering in the Bye-laws will
also be
changed to reflect the proposed amendments.
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For
full texts of the proposed changes and an explanation of such changes,
please see Appendix A to this Proxy Statement. The complete
text of the amended bye-laws of the Company as adopted on December
1,
2006, have been filed as Exhibit 1.2 to the Company’s Annual Report on
Form 20-F for the fiscal year ended December 31, 2006, filed with
Securities and Exchange Commission on July 2, 2007 and is also available
on our website at www.frontline.bm.
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PROPOSAL
7 – TO APPROVE DIRECTORS’ FEES
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At
the Meeting, the Board will ask that shareholders to approve the
remuneration of the Company’s Board of Directors of a total amount of fees
not to exceed US$ 250,000 for the year ended December 31,
2007.
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PROPOSAL
8 – REDUCTION IN THE SHARE PREMIUM ACCOUNT
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At
the Meeting, the Board will ask the shareholders to ratify and approve
a
reduction in the Share Premium account of the Company (which is the
amount
of share capital which exceeds the aggregate par value of the Company’s
outstanding Ordinary Shares of par value $2.50 each) and to credit
the
amount resulting from this reduction to the Company’s Contributed Capital
Surplus account. The purpose of this proposal is primarily to increase
the
ability of the Company to declare and distribute dividends to its
shareholders.
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Since
2003, the Company’s policy has been to pay regular dividends with the
timing and amount of dividends being at the discretion of the Board
of
Directors and depending upon the Company’s results of operations,
financial condition, cash requirements, restrictions in financing
arrangements and other relevant factors. Since May 2003 cash dividends
have been paid on a quarterly basis. In addition, the Company has
made
several share distributions in connection with the spin off of certain
of
its subsidiaries: Golden Ocean Group Limited in 2004 and Ship Finance
International Limited which was spun off through a series of share
distributions during the period 2003 to 2007.
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The
cash and share distributions described above have been made firstly
from
retained earnings and, when retained earnings are fully utilized,
from
contributed surplus.
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Under
Bermuda law a company cannot pay dividends from share premium. In
addition, Bermuda law provides that a company may not declare or
pay a
dividend , or make a distribution out of a contributed surplus,
if there are reasonable , if there are reasonable grounds for believing
that: (a) the company is, or would after the payment be, unable to
pay its
liabilities as they become due; or (b) the realisable value of the
company’s assets would thereby be less than the aggregate of its
liabilities and its issued share capital and share premium
accounts.
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At
December 31, 2006, the Statement of Shareholders Equity in the
Consolidated Financial Statements of the Company reported a balance
of
US$485.9 million which is composed of both share premium and contributed
capital surplus as defined under Bermuda law. It is possible that
in the
future, the Company’s ability to pay dividends by way of cash earnings
and/or share distributions will exceed its retained earnings and
contributed capital surplus. The Board of Directors have therefore
put
forward this proposal to transfer the entire balance of the Share
Premium
account at December 31, 2006 of Xm to the Contributed Capital Surplus
account at December 31, 2006. This will enable the Board of Directors
to
declare dividends as long as the Company is solvent and the realisable
value of its assets exceeds its liabilities and issued share
capital.
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Under
Bermuda law, the Company if authorised in a general meeting may,
subject
to any order made by the Minister of Finance of Bermuda and to its
Memorandum of Association and Bye-Laws, either with or without
extinguishing or reducing the liability of any of its shares and
either
with or without reducing the number of shares, reduce any paid up
capital
that is in excess of the requirements of the Company. The
Company’s Bye-laws provide that subject to the Bermuda Companies Act 1981
(the “Companies Act”), the Company may by Resolution authorise the
reduction of its issued share capital or any Share Premium or contributed
surplus account in any manner whatsoever.
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The
Company is required, in order to effectuate such reduction, (a) not
more
than 30 days and not less than 15 days before the meeting to cause
a
notice to be published in an appointed newspaper (which notice has
been
published) stating the amount of the share capital as last previously
determined by the Company, the amount to which the share capital
is to be
reduced, and the date as from which the reduction is to be recorded,
and
the date as from which the reduction is to have effect; and (b) on
the
date as from which the reduction is to have effect, an affidavit
shall be
sworn by at least two directors of the Company declaring either that
on
that date the Company is solvent or that all the creditors of the
Company
on that date have expressed in writing their concurrence in the
reduction.
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Within
30 days after the date such reduction of the paid up share capital
is
effective the Company, as required by Bermuda law, will file a memorandum,
with a copy of the notice and the affidavit referred to above annexed
thereto, in the office of the Bermuda Registrar of Companies (“Registrar”)
notifying the Registrar of compliance with the Companies
Act.
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OTHER
BUSINESS
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Management
knows of no business that will be presented for consideration at
the
Annual General Meeting other than that stated in the Notice of Annual
General Meeting. Should any additional matters come before the
Annual General Meeting, it is intended that proxies in the accompanying
form will be voted in accordance with the judgement of the person
or
persons named in the proxy.
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By
Order of the Board of Directors
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Georgina
Sousa
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Secretary
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August
30, 2007
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Hamilton,
Bermuda
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FRONTLINE
LTD.
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(registrant)
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Dated:
September 10, 2007
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By:
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/s/ Inger
M. Klemp
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Inger
M. Klemp
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Principal
Financial Officer
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