On April 7, 2025, the Board of Directors of Frontline Plc authorized these consolidated financial statements for issue.
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
Notes to Consolidated Financial Statements
Frontline plc (formerly Frontline Ltd.), the Company or Frontline, is an international shipping company formerly
incorporated in Bermuda as an exempted company under the Bermuda Companies Law of 1981 on June 12, 1992. At a Special General Meeting on December 20, 2022, the Company’s shareholders agreed to redomicile the Company to the Republic of Cyprus
under the name of Frontline plc (the “Redomiciliation”). The Company was officially redomiciled to Cyprus on December 30, 2022.
The business, assets and liabilities of Frontline Ltd. and its subsidiaries prior to the Redomiciliation were the same as Frontline
plc immediately after the Redomiciliation on a consolidated basis, as well as its fiscal year. In addition, the directors and executive officers of the Frontline plc immediately after the Redomiciliation were the same individuals who were
directors and executive officers, respectively, of Frontline Ltd. immediately prior to the Redomiciliation.
Prior to the Redomiciliation, Frontline Ltd.’s ordinary shares were listed on the New York Stock Exchange (“NYSE”) and Oslo Stock
Exchange (“OSE”) under the symbol “FRO”. Upon effectiveness of the Redomiciliation, the Company’s ordinary shares continue to be listed on the NYSE and OSE and commenced trading under the new name Frontline plc and the new CUSIP number M46528101
and the new ISIN CY0200352116 on the NYSE on January 3, 2023 and on the OSE on January 13, 2023. Frontline plc’s Legal Entity Identifier number was not affected by the Redomiciliation and remains the same.
The Company operates oil tankers of two sizes: VLCCs, which are between 200,000 and 320,000 dwt, and Suezmax tankers, which are
vessels between 120,000 and 170,000 dwt, and operates LR2/Aframax tankers, which are clean product tankers, and range in size from 110,000 to 115,000 dwt. The Company operates through subsidiaries located in Cyprus, Bermuda, Liberia, the Marshall
Islands, Norway, the United Kingdom, Singapore and China. The Company is also involved in the charter, purchase and sale of vessels.
As of December 31, 2024, the Company’s fleet consisted of 81 owned vessels, with an aggregate capacity of approximately
17.8 million DWT (41 VLCCs, 22 Suezmax tankers and 18 LR2/Aframax tankers).
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2.
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MATERIAL ACCOUNTING POLICY INFORMATION
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Our consolidated financial statements are prepared in accordance with IFRS® Accounting Standards (“IFRS”) as
adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
The financial statements were approved by the Board of Directors on April 7, 2025, and authorized for issue.
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2.
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Use of judgements and estimates
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The preparation of the consolidated financial statements in conformity with IFRS requires management to make
judgements, estimates and assumptions that affect the application of the Company’s accounting policies and the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be reasonable under the circumstances, the results of which are the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed periodically. Revisions to estimates are recognized in the period in which the
estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Information about judgements and areas where significant estimates have been made in applying accounting policies
that have the most significant effects on the amounts recognized in the consolidated financial statement is included in the following notes:
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Note 12 - Depreciation: The cost of the vessels less estimated residual value is depreciated on a straight-line basis over the vessels' estimated remaining economic useful lives. The
selection of an appropriate useful economic life requires
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significant estimation. In addition, residual value may vary due to changes in market prices on scrap. See policy
8.3. for further details.
Change in useful life of vessels
Historically the Company has applied a 25 year useful economic life to its vessels. The Company reviews estimated
useful lives and residual values each year. Estimated useful lives may change due to changed end user requirements, costs related to maintenance and upgrades, technological development and competition as well as industry, environmental and legal
requirements. Specifically, the Company has noted that many of our customers apply stringent vetting requirements to vessels to ensure that the most rigorous technical standards are adhered to in their value chain. As a result, many customers
apply age criteria to the vessels they are willing to charter. In recent years, the Company has noted a two-tier market forming, with vessels under 20 years of age, or lower, favored by top tier charterers, and vessels over 20 years being
considered candidates for recycling, or being utilized in markets other than the spot market in which we primarily compete. Furthermore, as a result of the increased focus on environmental factors for both owners and investors it is expected that
the competitive age threshold for a vessel may decrease as costs to comply with upcoming regulations may increase moving forward. As of December 31, 2022, the Company revised the estimated useful life of its vessels from 25 years to 20 years as a
result of its analysis of the aforementioned factors. This change in estimate was applied prospectively from January 1, 2023 and did not result in any restatement to the prior year consolidated financial statements.
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Note 12 - Vessel impairment: The carrying amounts of the Company’s vessels may not represent their fair market value at any point in time since the market prices of
secondhand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Historically, both charter rates and vessel values tend to be cyclical. When events and changes in circumstances indicate that the carrying
amount of the asset or Cash Generating Unit (“CGU”) might not be recovered, the Company performs an impairment test whereby the carrying amount of the asset or CGU is compared to its recoverable amount, which is the greater of its value
in use, based on discounted cash flows, and its fair value less cost to sell. In developing estimates of future cash flows in order to assess value in use, the Company must make assumptions about future performance, with significant
assumptions being related to charter rates, ship operating expenses, utilization, dry docking and other capital requirements, residual value, the estimated remaining useful lives of the vessels and the probability of lease terminations
for right-of-use assets. These assumptions are based on historical trends as well as future expectations. See policy 10.2. for further details.
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Note 14 - Goodwill impairment: The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points
during the analysis. Our future operating results may be affected by potential impairment charges related to goodwill. Events or circumstances may occur that could negatively impact our ordinary share price, including changes in our
anticipated revenues and profits and our ability to execute on our strategies. See policy 10.2. for further details.
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Measurement of fair values
A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both
financial and non-financial assets and liabilities. When measuring the fair value of an asset or a liability, the Company uses market observable data as far as possible. Fair values are categorized into different levels in a fair value hierarchy
based on the inputs used in the valuation techniques as follows.
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Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
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Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e.
derived from prices).
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Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
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If the inputs used to measure the fair value of an asset or a liability might be categorized in different levels of the fair value
hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Company recognizes transfers between levels of
the fair value hierarchy at the end of the reporting period during which the change has occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
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Note 9 - Marketable securities
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Note 12 - Vessel impairment
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Note 14 - Goodwill impairment
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Note 19 - Financial instruments; and
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Note 21 - Share options
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3.
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Principles of consolidation
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The consolidated financial statements include the accounts for us and our wholly and majority owned subsidiaries.
Intercompany accounts and transactions have been eliminated on consolidation. The results of acquired companies are included in our Consolidated Statement of Profit or Loss from the date of acquisition.
For investments in which we have significant influence over the operating and financial policies, the equity method of accounting is
used. Accordingly, our share of the earnings and losses of these companies are included in the share of results of associated companies in the Consolidated Statements of Profit or Loss.
Our functional currency is the U.S. dollar. Transactions in foreign currencies are translated to U.S. dollars at
the foreign exchange rate applicable at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are translated to U.S. dollars at the foreign exchange rate applicable at
that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign exchange differences arising on translation are
generally recognized in profit or loss.
Recognition and initial measurement
Trade and other receivables and trade and other payables are initially recognized when they are originated. All
other financial assets and financial liabilities (including financial assets designated as Fair Value through Other Comprehensive Income (“FVOCI”) are initially recognized on the trade date, which is the date that the Company becomes a party to
the contractual provisions of the instrument.
Financial assets are initially measured at their transaction price including any transaction costs, except equity instruments
designated as Fair Value through Profit or Loss (“FVTPL”) or FVOCI, which are measured at fair value.
Financial liabilities are recognized initially at their transaction price less any directly attributable transaction costs. The
fair values of equity investments are based on quoted prices.
Financial assets and liabilities are not offset and are presented gross in the Consolidated Statement of Financial Position unless
the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
Classification and subsequent measurement
On initial recognition, a financial asset is classified and measured at: amortized cost; FVOCI-equity
instrument; or FVTPL. The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics.
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for
managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
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It is held within a business model whose objectives is to hold assets to collect contractual cash flows; and
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Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
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On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect
to present subsequent changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes
all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that
otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates
or significantly reduces an accounting mismatch that would otherwise arise.
Marketable securities
Marketable securities held by the Company are listed equity securities and are classified and measured at FVTPL
unless the election to present subsequent changes in the investment's fair value in OCI is made. No such elections have been made by the Company.
Derecognition
The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire,
or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains
substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
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5.2.
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Financial liabilities
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Classification and subsequent measurement
Financial liabilities are classified as subsequently measured at amortized cost or FVTPL.
A financial liability is classified as at FVTPL if it is a derivative. Financial liabilities at FVTPL are measured at fair value and
gains and losses are recognized in profit or loss.
Non-derivative financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest
expense is recognized in profit or loss unless the interest is capitalized as borrowing costs. Non-derivative financial liabilities comprise loans and borrowings, lease liabilities, related party payables and trade and other payables.
Derecognition
The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled, or
expired. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid
(including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
Debt issuance costs
Debt issuance costs, including debt arrangement fees, are capitalized and amortized using the effective interest
method over the term of the relevant loan. Amortization of debt issuance costs is included in interest expense. If a loan is repaid early, any unamortized portion of the related debt issuance costs is expensed in the period in which the loan is
repaid. Debt modifications are accounted for prospectively and any applicable new debt issuance costs are deferred and amortized together with the existing unamortized debt issuance costs as of the date of the modification. The Company has
recorded debt issuance costs as a deduction from the carrying amount of debt.
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5.3.
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Derivative financial instruments
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The Company enters into interest rate swap transactions from time to time to hedge a portion of its exposure to
floating interest rates. These transactions involve the conversion of floating rates into fixed rates for an agreed period without an exchange of underlying principal. The fair values of the interest rate swap contracts are recognized as assets
or liabilities. None of the interest rate swaps qualify for hedge accounting. Changes in fair values of the interest rate swap contracts are recognized net of interest income or expense in profit or loss within Finance expense. Cash outflows and
inflows resulting from the interest rate swap contracts are classified as cash flows from operations in the Consolidated Statement of Cash Flows to align with the classification of the underlying finance costs.
IFRS 9 applies to contracts to buy or sell a non-derivative non-financial item that can be settled net in cash or another financial
instrument, or by exchanging financial instruments, as if the contracts were financial instruments, with the exception of contracts that were entered into and continue to be held for the purpose of the receipt or delivery of a non-financial item
in accordance with the entity’s expected purchase, sale or usage requirements.
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6.
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Cash and cash equivalents
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Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that
are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash and cash equivalents that are restricted as to their use are classified separately in the Consolidated Statement of
Financial Position, either as Restricted cash or another financial statement line item based on the nature of the balance. Cash and cash equivalents that are restricted as to their use for at least 12 months following the balance sheet date,
and/or are non-current in nature are classified as non-current assets. Changes in restricted cash are classified and presented in the Consolidated Statement of Cash Flows based on the nature of the underlying transaction.
Inventories comprise principally of bunkers and lubricating oils and are stated at the lower of cost and net
realizable value. Cost is determined on a first-in, first-out basis. Bunkers and lubricating oils expense is recognized in profit or loss upon consumption.
Vessels and items of equipment are stated at cost less accumulated depreciation and impairment losses. Cost
includes expenditure that is directly attributable to the acquisition of the asset. The cost of assets includes;
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The cost of materials and direct labour;
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Any other costs directly attributable to bringing the assets to a working condition for their intended use; and
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Capitalized borrowing costs.
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Gains and losses on disposal of a vessel or of another item of equipment are determined by comparing the net
proceeds from disposal with the carrying amount of the vessel or the item of equipment and are recognized in profit or loss. For the sale of vessels, transfer of risks and rewards usually occurs upon delivery of the vessel to the new owner.
Newbuildings represent vessels under construction and are carried at the amounts paid or payable according to the
installments in the contract and capitalized borrowing costs. Installments are often linked to milestones such as signing of contract, steel cutting, keel laying, launching and delivery. Borrowing costs are capitalized during construction of
newbuildings based on accumulated expenditures for the applicable project at the Company’s current weighted average rate of borrowing.
Refer to accounting policy 10.2. for impairment considerations for owned vessels and newbuildings.
8.3. Depreciation
Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of vessels
and items of equipment. Right-of-use assets are depreciated using the straight-line method from the commencement date to the end of the lease term, unless the cost of the right-of-use asset reflects that the Company will exercise a purchase
option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset.
The cost of the vessels less estimated residual value is depreciated on a straight-line basis over the vessels' estimated remaining
economic useful lives. Depreciation methods, useful lives and residual values are reviewed annually and adjusted prospectively, if appropriate. As explained in policy 2.2., as of December 31, 2022, the Company revised the estimated useful life of
its vessels from 25 years to 20 years. This change in estimate was applied prospectively from January 1, 2023 and did not result in any restatement to the prior year consolidated financial statements. Other equipment, excluding vessel upgrades,
is depreciated over its estimated remaining useful life, which approximates 5 years. The residual value for owned vessels is calculated by multiplying the lightweight tonnage of the vessel by the market price of scrap per ton.
The Company capitalizes and depreciates the costs of significant replacements, renewals and upgrades to its
vessels over the shorter of the vessel’s remaining useful life or the life of the renewal or upgrade. Costs that are not capitalized are recorded as a component of direct vessel operating expenses during the period incurred. Expenses for routine
maintenance and repairs are expensed as incurred. Advances paid in respect of vessel upgrades in relation to exhaust gas cleaning systems (“EGCS”) and ballast water treatment systems (“BWTS”) are included within "other non-current assets", until
such time as the equipment is installed on a vessel, at which point it is transferred to "Vessels and equipment".
8.4. Dry docking – component approach
Our vessels are required by their respective classification societies to go through a dry dock at regular
intervals. In general, vessels below the age of 15 years are docked every 5 years and vessels older than 15 years are docked every 2.5 years.
Significant components of property, plant and equipment with differing depreciation methods or lives are
depreciated separately. Major inspection or overhaul costs, such as dry docking, are identified and accounted for as a separate component and depreciated over the period to the next scheduled dry docking (2.5 - 5 years). A portion of the initial
cost of a vessel is allocated to the dry docking component upon delivery based on the age of the vessel and an estimate of the expected dry dock cost and depreciated over the period to the next scheduled dry docking. When a dry docking is
performed, the carrying amount of any remaining unamortized dry docking costs related to previous dry docks (due to any difference between the estimated and actual time between dry docks) is derecognized. Costs associated with routine repairs and
maintenance are expensed as incurred including routine maintenance performed while the vessel is in dry dock.
We allocate the cost of acquired companies to identifiable tangible and intangible assets and liabilities
acquired, with the remaining amount being classified as goodwill. When the excess is negative, a bargain purchase gain is recognized immediately in profit or loss. After initial recognition goodwill is measured at cost less accumulated impairment
losses, refer to accounting policy 10.2.
10.1. Loans, receivables and contract assets
The gross carrying amount of a loans, receivables and contract assets is written off when the Company has no
reasonable expectations of recovering the outstanding amount in its entirety or a portion thereof. The Company assesses allowances for its estimate of expected credit losses based on historical experience, other currently available evidence, and
reasonable and supportable forecasts about the future, including the use of credit default ratings from third party providers of credit rating data. The Company assesses credit risk in relation to its receivables using a portfolio approach. The
Company’s main portfolio segments include (i) state-owned enterprises, (ii) oil majors, (iii) commodities traders and (iv) related parties and affiliated companies. In addition, the Company performs individual assessments for customers that do
not share risk characteristics with other customers (for example a customer under bankruptcy or a customer with known disputes or collectability issues). The Company makes judgements and assumptions to estimate its expected losses.
10.2. Non-financial assets
The carrying amounts of the Company’s non-financial assets, other than inventory and contract assets, are
reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.
For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its fair value less cost of disposal and value in use. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. Future cash flows are
based on current market conditions, historical trends as well as future expectations.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are
recognized in profit or loss.
An impairment loss recognized for goodwill shall not be reversed. For other assets, an impairment loss is reversed only to the extent
that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
Owned vessels, newbuildings and vessel right-of-use assets
When events and changes in circumstances indicate that the carrying amount of the asset or CGU might not be
recovered, the Company performs an impairment test whereby the carrying amount of the asset or CGU is compared to its recoverable amount, which is the greater of its value in use, based on discounted cash flows, and its fair value less cost to
sell. We define our CGU as a single vessel as each vessel generates cash inflows that are largely independent of the cash inflows from other vessels. In assessing whether there is any indication that a vessel may be impaired, the Company
considers internal and external indicators, including but not limited to:
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the estimated market values for our vessels received from independent ship brokers have declined during the period significantly more than we
would expect as a result of the passage of time or normal use. The ship brokers assess each vessel based on, among others, age, yard, deadweight capacity and compare this to market transactions.
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significant changes with an adverse effect on the Company have taken place during the period, or will take place in the near future, in the legal
and regulatory environment in which the Company operates, and the tanker market, including negative developments in actual and forecasted time charter equivalent rates (“TCE rates”).
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market interest rates have increased during the period, and the increase is likely to affect the discount rate used in calculating a vessel’s
value in use and decrease the asset’s recoverable amount materially.
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the carrying amount of the net assets of the Company is more than its market capitalization.
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evidence is available of obsolescence or physical damage of a vessel.
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significant changes with an adverse effect on the Company have taken place during the period, or are expected to take place in the near future, in
the extent to which, or manner in which, a vessel is used or is expected to be used.
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evidence that the economic performance of a vessel is, or will be, worse than expected, including:
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actual or forecasted TCE rates are significantly worse than expected;
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cash flows for acquiring a vessel, or subsequent cash needs for operating or maintaining it, are significantly higher than expected;
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actual net cash flows or operating profit are significantly worse than expected;
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a significant decline in budgeted net cash flows or operating profit; or
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operating losses or net cash outflows.
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If such impairment indicators are identified, the vessel’s recoverable amount is estimated. In developing estimates of future cash
flows in order to assess value in use, the Company must make assumptions about future performance, with significant assumptions being related to charter rates, ship operating expenses, utilization, dry docking and other capital requirements,
residual value, the estimated remaining useful lives of the vessels and the probability of lease terminations for vessels held under lease. These assumptions are based on historical trends as well as future expectations. Specifically, in
estimating future charter rates, management takes into consideration rates currently in effect for existing time charters and estimated daily time charter equivalent rates for each vessel class for the unfixed days over the estimated remaining
lives of each of the vessels. The estimated daily time charter equivalent rates used for unfixed days are based on a combination of (i) internally developed forecasts, and (ii) historical rates, based on quarterly average rates published by an
independent third party maritime research service, for a historical period determined based on management's judgment of past and ongoing shipping cycles. Recognizing that the transportation of crude oil is cyclical and subject to significant
volatility based on factors beyond the Company’s control, management believes the use of estimates based on the combination of internally forecast rates and historical average rates calculated as of the reporting date to be reasonable.
Estimated outflows for operating expenses and dry docking requirements are based on historical and budgeted costs and are adjusted
for assumed inflation. Finally, utilization is based on historical levels achieved and estimates of a residual value are consistent with the pattern of scrap rates used in management's evaluation of salvage value. Other capital requirements for
newbuildings are primarily based on amounts payable according to the installments in the contract.
The weighted average cost of capital (“WACC”) used to calculate the value in use of our assets is calculated to
reflect the industry-weighted average return on debt and equity using observable market data and approximates a pre-tax discount rate.
The more significant factors that could impact management's assumptions regarding time charter equivalent rates include (i) loss or
reduction in business from significant customers, (ii) unanticipated changes in demand for transportation of crude oil and oil products, (iii) changes in production of or demand for oil, generally or in particular regions, (iv) greater than
anticipated levels of tanker newbuilding orders or lower than anticipated levels of tanker scrapping, and (v) changes in rules and regulations applicable to the tanker industry, including legislation adopted by international organizations such as
IMO and the EU or by individual countries. Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate at the time they were made, such assumptions are highly subjective and likely to
change, possibly materially, in the future. Tanker charter rates are volatile and can experience long periods at depressed levels. Future assessments of vessel impairment would be adversely affected by reductions in vessel values and charter
rates.
Goodwill
Goodwill is not amortized, but rather reviewed for impairment annually, or more frequently if impairment
indicators arise. The Company has one group of CGUs for the purpose of assessing potential goodwill impairment and has selected September 30 as its annual goodwill impairment testing date.
A CGU is impaired when its carrying amount exceeds its recoverable amount. In assessing whether the recoverable amount of a CGU to
which goodwill has been allocated is less than its carrying amount, the Company assesses relevant events and
circumstances, including (i) macroeconomic conditions; (ii) industry and market conditions; (iii) changes in cost
factors that may impact earnings and cash flows; (iv) overall financial performance; (v) other entity specific events such as changes in management, strategy, customers or key personnel; (vi) other events and (vii) if applicable, changes in the
Company’s share price, both in absolute terms and relative to peers.
The recoverable amount of the Company’s one group of CGUs is the higher of its fair value less cost of disposal and value in use. We
estimate the fair value less cost of disposal of this group of CGUs based on the Company’s market capitalization plus a control premium, as needed. Control premium assumptions require judgment and actual results may differ from assumed or
estimated amounts. In assessing value in use, the estimated future cash flows are discounted to present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the Company.
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Revenue and expense recognition
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In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a
single voyage. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charterer is responsible for any short loading of cargo or “dead” freight.
The voyage charter party generally has standard payment terms with freight paid on completion of discharge. The voyage charter party generally has a "demurrage" clause. As per this clause, the charterer reimburses us for any potential delays
exceeding the allowed laytime as per the charter party clause at the ports visited, which is recorded as voyage revenue. As such, demurrage is considered variable consideration under the contract. Estimates and judgments are required in
ascertaining the most likely outcome of a particular voyage and actual outcomes may differ from estimates. Such estimates are reviewed and updated over the term of the voyage charter contract.
The non-lease component of voyage charters (and other contracts) are accounted for under the provisions of IFRS
15 Revenue from Contracts with Customers. The Company has determined that its voyage charter contracts that qualify for accounting under IFRS 15 consist of a single performance obligation of transporting
the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and the voyage revenue and expenses are recognized on a straight-line basis over the voyage days from the commencement of
loading to completion of discharge. Contract assets with regards to voyage revenues are reported as “Voyages in progress” as the performance obligation is satisfied over time. Voyage revenues typically become billable and due for payment on
completion of the voyage and discharge of the cargo, at which point the receivable is recognized within “Trade and other receivables”.
Voyage charters contain a lease component if the contract (i) specifies a specific vessel asset; and (ii) has terms that allow the
charterer to exercise substantive decision-making rights, which have an economic value to the charterer and therefore allow the charterer to direct how and for what purpose the vessel is used. The lease component of voyage charter contracts are
accounted for under IFRS 16 Leases which results in revenue recognition consistent with the non-lease component accounted for under IFRS 15.
In a voyage contract, the Company bears all voyage related costs such as fuel costs, port charges and canal tolls. To recognize costs
incurred to fulfill a contract as an asset, the following criteria shall be met: (i) the costs relate directly to the contract, (ii) the costs generate or enhance resources of the entity that will be used in satisfying performance obligations in
the future and
(iii) the costs are expected to be recovered. The costs incurred during the period prior to commencement of
loading the cargo, primarily bunkers, are deferred as they represent setup costs and recorded as a current asset and are subsequently amortized on a straight-line basis as we satisfy the performance obligations under the contract. Costs incurred
to obtain a contract, such as commissions, are also deferred and expensed over the same period. Costs incurred during the performance of a voyage are expensed as incurred.
The Company has taken the practical expedient not to disclose the aggregate amount of the transaction price allocated to the
performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period as the performance obligations are part of contracts having an original expected duration of one year or less.
In a time charter voyage, the vessel is hired by the charterer for a specified period of time in exchange for
consideration which is based on a daily hire rate. Generally, the charterer has the discretion over the ports visited, shipping routes and vessel speed. The contract/charter party generally provides typical warranties regarding the speed and
performance of the vessel. The charter party generally has some owner protective restrictions such that the vessel is sent only to safe ports by the charterer and carries only lawful or non-hazardous cargo. In a time charter contract, we are
responsible for all the costs incurred for running the vessel such as crew costs, vessel insurance, repairs and maintenance and lubes. The charterer bears the voyage related costs such as bunker expenses, port charges, and canal tolls during the
hire period. The performance obligations in a time charter contract are satisfied over the term of the contract beginning when the vessel is delivered to the charterer until it is redelivered back to us. The charterer generally pays the charter
hire in advance of the upcoming contract period. The lease component of time charter contracts are accounted for under IFRS 16 Leases and revenues are recorded over the term of the charter. The non-
lease component of time charter contracts are accounted for under IFRS 15 which results in revenue recognition consistent with the lease component accounted for under IFRS 16. When a time charter contract is linked to an index, we recognize
revenue for the applicable period based on the actual index for that period.
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11.3.
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Administrative Income
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Administrative income primarily comprises income earned from the commercial and technical management of vessels
and newbuilding supervision fees derived from related parties, affiliated companies and third parties. Administrative income is recognized over time as the services are provided and performance obligations are met.
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12.
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Other operating income
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Other operating income relates to (i) gains on the sale of vessels, which are recognized when the vessel has
been delivered and substantially all risks have been transferred and are determined by comparing the proceeds received with the carrying value of the vessel, (ii) gains on settlements of insurance and legal claims, which are recognized when an
inflow of economic benefit is virtually certain, (iii) gains and losses on the termination of leases before the expiration of the lease term, which are accounted for by derecognizing the carrying value of the right-of-use asset and lease
obligation, with a gain or loss recognized for the difference. Gains and losses on the termination of leases are accounted for when the lease is terminated and the vessel is redelivered to the owners, and (iv) gains and losses from pooling and
other revenue sharing arrangements where the Company is considered the principal under the charter parties and records voyage revenues and costs gross, with the adjustments required as a result of the revenue sharing arrangement being recognized
as other operating gains or losses.
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The
right-of-use asset is initially measured at the amount equal to the lease liability adjusted by initial direct costs incurred by the lessee. Adjustments may also be required for any payments made at or before the commencement date, less any lease
incentives received.
After lease commencement, the Company measures the right-of-use asset at cost less accumulated depreciation and accumulated
impairment. The right-of-use asset is subsequently depreciated using the straight-line method. In addition, the right-of-use asset is reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. The lessee's
incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar
economic environment.
Lease payments included in the measurement of the lease liability comprise the following:
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Variable lease payments that depend on an index or a rate;
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Amounts expected to be payable under a residual value guarantee, and;
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The exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the
Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.
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The Company has applied judgement to determine the lease term for some lease contracts in which it is a lessee
that include renewal options.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is
remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes
its assessment of whether the purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised. When the lease liability is remeasured in this way, a corresponding adjustment is
made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-to-use asset has been reduced to zero.
Lease and non-lease components in the contracts are separated and the non-lease components are expensed as incurred and classified
based on the nature of the expense.
Short-term leases and leases of low-value assets
The Company has elected not to recognize certain right-of-use assets and lease liabilities for leases of low-value
assets and short-term leases (i.e., leases with an original term of 12-months or less), including IT equipment. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Refer to accounting policy 10.2. for impairment considerations for vessel right-of-use assets.
13.2. As a lessor
When the Company acts as a lessor, it determines at lease inception whether each lease is a finance or operating lease.
To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and
rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease
is for the major part of the economic life of the asset.
If the lease qualifies as an operating lease, e.g. time charter contracts and the lease component of voyage
charter contracts, the leased asset remains on the statement of financial position of the lessor and continues being depreciated. The Company separates the lease and non-lease component in the contract, with the lease component qualified as
operating lease and the non- lease component accounted for under IFRS 15. The Company makes significant judgments and assumptions to separate lease components from non-lease components of our contracts. For purposes of determining the standalone
selling price of the vessel lease and non-lease components of the Company’s time charters and voyage charters, the Company uses the residual approach given that vessel rates are highly variable depending on shipping market conditions. The Company
believes that the standalone transaction price attributable to the non-lease component is more readily determinable than the price of the lease component and, accordingly, the price of the service components is estimated using cost plus a margin
and the residual transaction price is attributed to the lease component. Refer to the Revenue policy for further details of the accounting for the lease and the non- lease component.
13.3. Sale and leaseback transactions
If the Company has an obligation or a right to repurchase an asset (a forward or a call option), sold under a
sale and leaseback transaction, a counterparty does not obtain control of the asset because the counterparty is limited in its ability to direct the use of, and obtain substantially all of the remaining benefits from the asset, even though the
counterparty may have physical possession of the asset. Consequently, the Company accounts for the contract by continuing to recognize the asset and recording a financial liability for any consideration received from the counterparty. The
financial liability is subsequently measured at amortized cost using the effective interest method. See 5.2 Financial Liabilities for further details.
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14.
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Share-based compensation
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The fair value of the amount payable to beneficiaries in respect of synthetic options, which are settled in cash,
is recognized as an expense with a corresponding liability, over the period during which the beneficiaries become unconditionally entitled to payment. The fair value of the liability is remeasured at each reporting period.
The Company records dividends received in the period in which they are declared and receivable.
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16.
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New standards and interpretations
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During the current financial period, the Company has adopted all relevant new and revised Standards and
Interpretations that were issued by the IASB and the International Financial Reporting Interpretations Committee (“IFRIC”) of the IASB. The following new Standards, Interpretations and Amendments issued by the IASB and the IFRIC are effective for
the current financial year end:
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Amendments to IAS 1 Presentation of Financial Statements to specify the requirements for classifying liabilities as current or non-current.
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The adoption of these new standards, interpretations and amendments had no material effect on the financial statements.
New and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s
financial statements are disclosed below. The below list includes the new standards and amendments that we believe are the most relevant for the Company:
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements, which replaces IAS 1,
with a focus on updates to the statement of profit or loss. The new and standard is effective for annual reporting periods beginning on or after January 1, 2027 and must be applied retrospectively. The key new concepts introduced in IFRS 18
relate to:
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the structure of the statement of profit or loss and statement of cash flow;
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required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is,
management-defined performance measures); and
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enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.
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Amendments to the Classification and Measurement of Financial Instruments
In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments which
amended IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. The amendments include clarifying the date of recognition and derecognition of some financial assets and liabilities and new disclosures for certain instruments
with contractual terms that can change cash flows. The amendments are effective for annual reporting periods beginning on or after January 1, 2026 and must be applied retrospectively.
The Company has not applied or early adopted any new IFRS requirements that are not yet effective as per December 31, 2024.
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.
The Group's internal organizational and management structure does not distinguish any geographical segments.
No customers in the years ended December 31, 2024, 2023 or 2022 individually accounted for 10% or more of the
Company’s consolidated operating revenues.
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4.
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REVENUE AND OTHER OPERATING INCOME
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The lease and non-lease components of our revenues in the year ended December 31, 2024 were as follows:
The lease and non-lease components of our revenues in the year ended December 31, 2023 were as follows:
The lease and non-lease components of our revenues in the year ended December 31, 2022 were as follows:
Certain voyage expenses are capitalized between the previous discharge port, or contract date if later, and the next load port and
amortized between load port and discharge port. $7.9 million of contract costs were capitalized in the year ended December 31, 2024 (2023: $6.2 million) as Other current assets, of which $3.3 million was amortized up to December 31, 2024 (2023:
$2.7 million), leaving a remaining balance of $4.6 million as of December 31, 2024 (2023: $3.5 million). $3.5 million of contract assets were amortized in the year ended December 31, 2024 in relation to voyages in progress as of December 31,
2023. No impairment losses were recognized in the years ended December 31, 2024, 2023 and 2022.
Administrative income primarily comprises the income earned from the technical and commercial management of vessels and newbuilding
supervision fees from related parties, affiliated companies and third parties.
Assets from contracts with customers (excluding amounts in relation to lease components) as of December 31, 2024 and 2023 are
presented within the statements of financial position as follows:
Other operating income in the years ended December 31, 2024, 2023 and 2022 was as follows:
In the year ended December 31, 2023, the Company recorded an arbitration award of $0.4 million (2022: $2.5 million) in relation to
the failed sale of a vessel. In the year ended December 31, 2022, the Company also recorded a $1.5 million gain on the settlement of insurance claims for a vessel.
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.
In January 2023, the Company sold a 2009-built VLCC and a 2009-built Suezmax tanker for gross proceeds of $61.0
million and $39.5 million, respectively. The vessels were delivered to new owners in January and February 2023, respectively. After repayment of existing debt on the vessels, the transactions generated net cash proceeds of $63.6 million, and the
Company recorded a gain on sale of $9.9 million and $2.8 million, respectively, in the year ended December 31, 2023.
In May 2023, the Company sold 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 November 2021, the Company announced that it had entered into an agreement to sell four of its scrubber-fitted
LR2 tankers for an aggregate sales price of $160.0 million to SFL Tanker Holding Ltd., a company related to Hemen, its largest shareholder. Two vessels were delivered to the new owners in December 2021 and the remaining two vessels were delivered
to the new owners in January 2022. After repayment of debt on the vessels, the transaction generated net cash proceeds of $35.1 million and the Company recorded a gain of $4.6 million in the year ended December 31, 2022 for the two vessels
delivered in the period.
In April 2022, the Company announced that its subsidiary Frontline Shipping Limited had agreed with SFL, an
affiliated company, to terminate the long-term charters for the two VLCCs, upon the sale and delivery of the vessels by SFL to an unrelated third party. The Company recognized a non-cash reduction in lease obligations of $46.6 million in the year
ended December 31, 2022 in respect of these vessels. The Company agreed to a total compensation payment to SFL of $4.5 million for the termination of the current charters. The charters terminated and the vessels were delivered to the new owners
in April 2022. The Company recorded a loss on termination of $0.4 million in the year ended December 31, 2022.
In the year ended December 31, 2023, the Company recorded income of $1.7 million (2022: loss of $0.1 million)
related to the pooling arrangement with SFL between two of its Suezmax tankers and two SFL vessels. As of December 31, 2023, vessels have been sold and delivered to their respective new owners resulting in the termination of the pooling
arrangement.
Voyage expenses and commissions
For vessels operated in the spot market, voyage expenses are paid by the shipowner while voyage expenses for
vessels under a time charter contract, are paid by the charterer. No inventory write-downs were recognized as an expense in the years ended December 31, 2024, 2023 and 2022.
The majority of other voyage expenses are port costs, agency fees and agent fees paid to operate the vessels on the spot market.
Port costs vary depending on the number of spot voyages performed, number and type of ports.
Ship operating expenses
Ship operating expenses are the direct costs associated with running a vessel and include crew costs, vessel supplies, repairs and maintenance, lubricating oils and insurances. The technical management of our
vessels is provided by third-party ship management companies.
The average number of employees employed by the Company and its subsidiaries in the year ended December 31, 2024
was 87 (2023: 83, 2022: 79).
Fees paid or accrued for audit and related services:
The fees charged by the statutory auditor in the year ended December 31, 2024 include an amount of $0.5 million
(2023: $nil, 2022: nil) that relates to the audit of the financial statements of subsidiary undertakings.
Certain of the Company's subsidiaries are tax resident in Cyprus, Singapore, China, Norway and the United Kingdom
and are subject to income tax in their respective jurisdictions. Such taxes are not material to our consolidated financial statements and related disclosures for the years ended December 31, 2024, 2023 and 2022.
Cyprus
Under the provisions of Cyprus tax laws, such income shall be included in the estimation of taxable income to be taxed at the rate of
12.5%.
In line with the Cypriot tonnage tax system, the Company pays tax calculated on the basis of the net tonnage of the qualifying
vessels the Company owns, charters or manages. The option for tonnage tax once made is obligatory for ten years. Tonnage tax payable in relation to our vessel owning subsidiaries are recorded as ship operating expenses in the Consolidated
Statements of Profit or Loss.
On October 3, 2023, the Cyprus Ministry of Finance initiated a public consultation to incorporate the EU Directive, aimed at
establishing a global minimum tax level for multinational and large-scale domestic enterprise groups, into national legislation. This Directive, originating from the OECD/G20 BEPS Pillar Two Model Rules was voted on by the EU states on December
14, 2022, and seeks to ensure fair taxation practices internationally. The Directive was voted into domestic law on December 18 2024, “The Safeguarding of a Global Minimum Level of Taxation of Multinational Enterprise Groups and Large-Scale
Domestic Groups in the Union Law of 2023”, with application to financial periods starting on or after December 31, 2023, harmonizing the Cyprus tax framework with the Directive. This new law does not amend the CIT legislation; the law introduces
an additional set of tax rules to be applied alongside the application of CIT and other relevant taxes for MNEs in scope.
The law introduces the Qualified Income Inclusion Rule (“QIIR”) which is effective for accounting periods beginning on or after
December 31, 2023 and the Qualified Undertaxed Profits Rule (“UTPR”) which is effective for accounting periods beginning on or after December 31, 2024.
Cyprus has elected to adopt the Qualifying Domestic Minimum Top Up Tax (“QDMTT”) and will be effective as of
January 1, 2025. This will allow Cyprus jurisdiction to collect the top-up tax in its own jurisdiction instead of allowing a foreign jurisdiction to charge top-up taxes elsewhere.
The legislation targets multinational and large domestic enterprise groups with a consolidated revenue exceeding EUR 750 million in
two of the last four years before the assessed fiscal year. It proposes a global minimum effective tax rate of 15%, as compared to the corporate tax rate in Cyprus of 12.5%, and includes specific exemptions (provided that certain conditions are
met) for International Shipping Income.
In light of these developments, management is currently evaluating the potential implications of the law on the Company’s operations
and financial planning. As these and other tax laws and related regulations change (including changes in the interpretation, approach and guidance of tax authorities), our financial results could be materially impacted.
United States
For the three years ended December 31, 2024, 2023 and 2022, the Company did not accrue U.S. income taxes as the
Company is not engaged in a U.S. trade or business and is exempted from a gross basis tax under Section 883 of the U.S. Internal Revenue Code.
Under Section 863(c)(2)(A) of the Internal Revenue Code, 50% of all transportation revenue attributable to transportation which
begins or ends in the United States shall be treated as from sources within the United States where no Section 883 exemption is available. Such revenue is subject to 4% tax. No revenue tax has been recorded in voyage expenses and commissions in
the year ended December 31, 2024 (2023: nil, 2022: nil).
The Company does not have any unrecognized tax benefits, material accrued interest or penalties relating to income taxes.
Basic earnings per share is computed based on the income available to ordinary shareholders and the weighted average number of shares
outstanding. Diluted earnings per share includes the effect of the assumed conversion of potentially dilutive instruments, for which there was no impact in the years ended December 31, 2024, 2023 and 2022 as there were no potentially dilutive
stock options in the periods.
The weighted average number of shares outstanding for the purpose of calculating basic and diluted earnings per share for the year
ended December 31, 2022 of 214,011,000 includes the impact of the 19,091,910 shares issued to Hemen for no cash consideration in connection with the CMB.TECH NV (formerly Euronav NV) (“CMB.TECH”) share acquisition. Refer to Note 9 for further
details.
The components of the numerator and the denominator in the calculation of basic and diluted earnings per share are as follows:
Marketable securities held by the Company are listed equity securities. In the year ended December 31, 2024, the Company received
dividends of $3.5 million (2023: $36.9 million, 2022: $1.6 million) from its investments in marketable securities.
Movements in marketable securities for the years ended December 31, 2024, 2023 and 2022 are as follows:
Avance Gas
As of December 31, 2024, 2023 and 2022, the Company held 442,384 shares in Avance Gas. In the year ended December
31, 2024, the Company recognized an unrealized loss of $3.3 million (2023: gain of $3.8 million, 2022: gain of $0.9 million) in relation to these shares.
SFL
As of December 31, 2024, 2023 and 2022, the Company held 73,165 shares in SFL. In the year ended December 31,
2024, the Company recognized an unrealized loss of $0.1 million (2023: gain of $0.1 million, 2022: gain of $0.1 million) in relation to these shares.
Golden Ocean
As of December 31, 2024, 2023 and 2022, the Company held 10,299 shares in Golden Ocean. In the year ended December
31, 2024, the Company recognized an unrealized loss of $0.01 million (2023: gain of $0.01 million, 2022: loss of $0.01 million) in relation to these shares.
CMB.TECH
Share acquisition in the year ended December 31, 2022
On May 28, 2022, the Company announced that it agreed to acquire in privately negotiated share exchange
transactions with certain shareholders of CMB.TECH a total of 5,955,705 shares in CMB.TECH, representing 2.95% of the outstanding shares in CMB.TECH as of this date, in exchange for a total of 8,337,986 ordinary shares of Frontline. Frontline
received the $0.06 dividend per share that was paid on June 8, 2022 by CMB.TECH in respect of these 5,955,705 shares.
On June 10, 2022, the Company announced that it agreed to acquire in privately negotiated transactions with certain shareholders of
CMB.TECH a total of 7,708,908 shares in CMB.TECH, representing 3.82% of the outstanding shares in CMB.TECH as of this date, in exchange for a total of 10,753,924 shares in Frontline.
In connection with the above-referenced privately negotiated share exchange transactions, Frontline entered into a share lending
arrangement with Hemen to facilitate settlement of such transactions. Pursuant to such arrangement, Hemen delivered an aggregate of 19,091,910 Frontline shares to the exchanging CMB.TECH holders in June 2022 and Frontline agreed to issue to Hemen
the same number of shares of Frontline in full satisfaction of the share lending arrangement. The shares were issued to Hemen in August 2022.
As of December 31, 2022, the Company held 13,664,613 shares in CMB.TECH, as a result of the above transactions. The acquired shares
were initially recognized at their fair value of $167.7 million and the Company recorded a realized loss of
$7.8 million in relation to these transactions, being the difference between the transaction price to acquire
these shares and their fair value as of the transaction dates. The transaction price paid to acquire these shares was $175.5 million, which was the fair value of the Frontline's shares as of the transaction dates.
Based on the CMB.TECH share price as of December 31, 2022, the fair value of the shares held in CMB.TECH was
$232.8 million, which resulted in an unrealized gain of $65.1 million.
Share sale in the year ended December 31, 2023
On October 9, 2023, in connection with the Acquisition (as defined in Note 12), Frontline and Famatown Finance Limited, a company
related to Hemen agreed to sell all their shares in 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.
In the year ended December 31, 2023, the Company recognized a gain on marketable securities in relation to the CMB.TECH shares of
$19.0 million.
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10.
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TRADE AND OTHER RECEIVABLES
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Trade and other receivables are presented net of allowances for doubtful accounts of $6.4 million as of December
31, 2024 (2023: $4.3 million).
Movements in the three years ended December 31, 2024 are as follows:
No newbuildings were delivered in the year ended December 31, 2024 (2023: two VLCCs, 2022: four VLCCs).
As of December 31, 2024, there are no vessels in the Company’s newbuilding program and there are no
commitments.
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12.
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VESSELS AND EQUIPMENT
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Movements in the three years ended December 31, 2024 are as follows:
CMB.TECH VLCC Acquisition
On October 9, 2023, Frontline entered into a Framework Agreement (the “Framework Agreement”) with 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 of $890.0 million for the remaining 13 vessels to be delivered excluding $347.8 million of prepaid consideration as of December 31, 2023. The Company took
delivery of the 13 remaining vessels for consideration of $1,237.8 million in the year ended December 31, 2024.
In the year ended December 31, 2024, the Company:
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sold five VLCCs and three Suezmax tankers;
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completed the installation of a ballast water treatment system on one vessel; and
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performed dry docks on 12 vessels.
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In the year ended December 31, 2023, the Company:
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completed the installation of EGCS on two vessels;
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took delivery of two VLCC newbuildings;
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sold one VLCC and two Suezmax tankers; and
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performed dry docks on 10 vessels.
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In the year ended December 31, 2022, the Company:
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completed the installation of EGCS on eight vessels;
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took delivery of four VLCC newbuildings;
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sold two LR2 tankers; and
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performed dry docks on 14 vessels.
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Impairment
As of December 31, 2022
To determine whether it was necessary to re-estimate the recoverable amounts of our owned vessels, including
newbuildings, as of December 31, 2022, the Company assessed whether any events had occurred that would eliminate the difference calculated between the carrying amounts and recoverable amounts as of December 31, 2021. Based on this assessment, we
observed that the estimated market values received from independent ship brokers had increased significantly during the period for all our vessels and actual and forecasted TCE rates and operating results had also improved significantly.
Furthermore, the estimated recoverable amounts of all our vessels as of December 31, 2021 were not sensitive to possible impairment indicators, including the change in useful life of our vessels from 25 to 20 years as of January 1, 2023.
Accordingly, we did not re-estimate our vessel's recoverable amounts as of December 31, 2022 and no impairment loss was recognized in the year ended December 31, 2022.
As of December 31, 2023
We did not identify any events or changes in circumstances indicating that the carrying amounts of our owned
vessels might not be recovered as of December 31, 2023. Based on our assessment, we observed that the estimated market values received from independent ship brokers had increased since December 31, 2022 for all our vessels. We did not observe
negative developments in forecasted market TCE rates and operating results had also improved significantly during the period. Furthermore, the Company's market capitalization was significantly higher than the carrying amount of its net assets as
of December 31, 2023. Accordingly, no impairment loss was recognized in the year ended December 31, 2023.
As of December 31, 2024
We did not identify any events or changes in circumstances indicating that the carrying amounts of our owned
vessels might not be recovered as of December 31, 2024. Based on our assessment, we observed that the estimated market values received from independent ship brokers remain strong and are in excess of each vessel’s respective carrying amount. We
also observed that the sales prices for all eight vessels sold in the year ended December 31, 2024 were in excess of their respective carrying amounts. We did not observe negative developments in forecasted market TCE rates or actual operating
results. Furthermore, the Company's market capitalization was significantly higher than the carrying amount of its net assets as of December 31, 2024. Accordingly, no impairment loss was recognized in the year ended December 31, 2024.
Movements in the three years ended December 31, 2024 are as follows:

As of January 1, 2022, the Company leased in two vessels from SFL, an affiliated company, on time charters that
were classified as leases. In April 2022, the Company announced that its subsidiary Frontline Shipping Limited had agreed with SFL to terminate the long-term charters for these vessels upon the sale and delivery of the vessels by SFL to an
unrelated third party.
| The right-of-use assets for offices relate to lease agreements for office space. For further details on the Company's lease see Note 18. |
Impairment
For impairment testing purposes, goodwill was allocated to one group of CGUs, the Company.
As of December 31, 2022
The recoverable amount of the Company was determined based on its fair value, less cost of disposal, estimated
using its market capitalization as a basis. The Company's market capitalization as of December 31, 2022 was $2,702.6 million (based on a share price of $12.14) compared to its carrying value of net assets of approximately $2,259.9 million. The
excess of the fair value of the Company over its carrying value of net assets was such that the Company concluded that there was no requirement for an impairment in the year ended December 31, 2022.
If our ordinary share price declines this could result in an impairment of some or all of the $112.5 million of goodwill. In the
absence of a control premium, a share price of $9.65 per share as of December 31, 2022 would have resulted in the market capitalization being equal to the carrying value of net assets excluding the carrying value of goodwill.
As of December 31, 2023
The recoverable amount of the Company was determined based on its fair value, less cost of disposal, estimated
using its market capitalization as a basis. The Company's market capitalization as of December 31, 2023 was $4,463.6 million (based on a share price of $20.05) compared to its carrying value of net assets of approximately $2,277.3 million. The
excess of the fair value of the Company over its carrying value of net assets was such that the Company concluded that there was no requirement for an impairment in the year ended December 31, 2023.
If our ordinary share price declines this could result in an impairment of some or all of the $112.5 million of goodwill. In the
absence of a control premium, a share price of $9.72 per share as of December 31, 2023 would have resulted in the market capitalization being equal to the carrying value of net assets excluding the carrying value of goodwill.
As of December 31, 2024
The recoverable amount of the Company was determined based on its fair value, less cost of disposal, estimated
using its market capitalization as a basis. The Company's market capitalization as of December 31, 2024 was $3,159.0 million (based on a share price of $14.19) compared to its carrying value of net assets of approximately $2,340.2 million. The
excess of the fair value of the Company over its carrying value of net assets was such that the Company concluded that there was no requirement for an impairment in the year ended December 31, 2024.
If our ordinary share price declines this could result in an impairment of some or all of the $112.5 million of goodwill. In the
absence of a control premium, a share price of $10.01 per share as of December 31, 2024 would have resulted in the market capitalization being equal to the carrying value of net assets excluding the carrying value of goodwill.
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15.
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INVESTMENT IN ASSOCIATED COMPANIES
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FMS Holdco
In the year ended December 31, 2022, the Company entered into an agreement to subscribe for 433 shares in FMS Holdco for $1.5 million. Furthermore, FMS
Holdco entered into a sale and purchase agreement to acquire the remaining 50% of the issued
share capital of Clean Marine AS. Following the transactions, Frontline owns an effective 43.6% interest in
Clean Marine AS through its 43.6% equity interest in FMS Holdco, which is accounted for under the equity method.
The carrying value of the investment as of December 31, 2024 was $3.2 million (2023: $2.1 million). In the year ended December 31,
2024, a share of profits of Clean Marine AS of $1.1 million (2023: share of profits of $0.6 million, 2022: share of losses of $0.6 million) was recognized.
TFG Marine
In January 2020, the joint venture agreement with Golden Ocean and companies in the Trafigura Group to establish a leading global
supplier of marine fuels was completed. As a result, Frontline took a 15% interest in the joint venture company, TFG Marine, and made a $1.5 million shareholder loan to TFG Marine. In the year ended December 31, 2020, $0.1 million of the
shareholder loan was converted to equity. There was no change in ownership interest as a result of this transaction as each shareholder converted a portion of shareholder debt to equity in reference to their respective ownership interest.
Frontline concluded that it is able to exercise significant influence over TFG Marine as a result of its equity shareholding and board representation and therefore its investment is accounted for under the equity method.
The carrying value of the investment as of December 31, 2024 was $8.6 million (2023: $10.3 million). In the year ended December 31,
2024, a share of losses of TFG Marine of $1.7 million (2023: share of profits of $2.8 million, 2022: share of profits of $14.8 million) was recognized. In the year ended December 31, 2023, the Company also received $1.4 million in loan repayments
which reduced the loan receivable to nil and a dividend of $7.3 million from TFG Marine which was recognized as a reduction in the carrying value of the investment.
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16.
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TRADE AND OTHER PAYABLES
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17.
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INTEREST BEARING LOANS AND BORROWINGS
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Outstanding debt as of December 31, 2024 and December 31, 2023 was as follows:
A summary of the Company's interest bearing loans and borrowings as of December 31, 2024 is as follows:
$252.4 million term loan facility
In July 2022, the Company entered into a senior secured term loan facility with a number of banks in an amount of up to
$252.4 million to refinance the original $328.6 million loan facility maturing in February 2023. The new facility
matures in September 2027, carries an interest rate of SOFR plus a margin of 180 basis points and has an amortization profile of 18 years commencing on the delivery date from the yard. In August 2022, the Company drew down $252.4 million and
repaid the outstanding balance of the original facility of $262.0 million. The facility is fully drawn down as of December 31, 2024.
$34.8 million term loan facility
In October 2022, the Company entered into a senior secured term loan facility in an amount of up to $34.8
million to refinance the original $50.0 million loan facility maturing in March 2023. The new facility matures in December 2027, carries an interest rate of SOFR plus a margin of 180 basis points and has an amortization profile of 20 years
commencing on the delivery date from the yard. In November 2022, the Company drew down $34.8 million and repaid the outstanding balance of the original facility of $35.9 million. The facility is fully drawn down as of December 31, 2024.
$250.7 million term loan facility
In November 2020, the Company entered into a senior secured term loan facility with a number of banks in an amount of up to $250.7
million. The facility was maturing in May 2025, carried an interest rate of SOFR plus Credit Adjustment Spread (“CAS”) (as a result of the rate reform transition discussed below) plus a margin of 190 basis points and had an amortization profile
of 18 years commencing on the delivery date from the yard. In November 2020, the Company drew down $250.7 million. In the year ended December 31, 2021, the sale of two LR2 tankers resulted in a prepayment of $46.5 million under the facility. The
facility is fully drawn down and fully repaid as of December 31, 2024.
$219.6 million term loan facility
In March 2024, the Company entered into a senior secured term loan facility in an amount of up to $219.6 million
with a syndicate of banks to refinance six LR2 tankers previously financed under the $250.7 million facility. The new facility has a tenor of five years, carries an interest rate of SOFR plus a margin of 180 basis points and has an amortization
profile of 18 years commencing on the delivery date from the yard. The refinancing generated net cash proceeds of approximately $101.0 million. The facility is fully drawn down as of December 31, 2024.
$100.8 million term loan facility
In November 2020, the Company entered into a senior secured term loan facility with ING and Credit Suisse in an
amount of up to $100.8 million. The facility matures in November 2025, carries an interest rate of SOFR plus CAS (as a result of the rate
reform transition discussed below) plus a margin of 190 basis points and has an amortization profile of 17 years
commencing on the delivery date from the yard. In November 2020, the Company drew down $100.8 million. The facility is fully drawn down as of December 31, 2024.
In February 2025, the Company entered into a senior secured credit facility in an amount of up to $119.7 million with ING and First
Citizens to refinance the $100.8 million term loan facility and, in addition, to provide revolving credit capacity in an amount of up to $51.6 million. The new facility has a tenor of five years, carries an interest rate of SOFR plus a margin of
165 basis points and has an amortization profile of 18 years commencing on the delivery date from the yard.
$328.4 million term loan facility
In August 2016, the Company signed a senior secured term loan facility in an amount of up to $328.4 million with
China Exim Bank. The facility matures in 2029, carries an interest rate of SOFR plus CAS (as a result of the rate reform transition discussed below) plus a margin in line with the Company’s other credit facilities and has an amortization profile
of 18 years. The Company drew down $109.0 million in the year ended December 31, 2016 in connection with one LR2 tanker and two Suezmax tanker newbuildings, which were delivered in the year. The Company drew down a further $165.9 million in the
year ended December 31, 2017 in connection with two Suezmax tankers and three LR2/Aframax tankers delivered in the year. The facility is fully drawn down and fully repaid as of December 31, 2024.
$321.6 million term loan facility
In February 2017, the Company signed a second senior secured term loan facility in an amount of up to $321.6
million. The facility provided by China Exim Bank is insured by China Export and Credit Insurance Corporation. The facility matures in 2033, carries an interest rate of SOFR plus CAS (as a result of the rate reform transition discussed below)
plus a margin in line with the Company’s other credit facilities and has an amortization profile of 15 years. The Company drew down $252.7 million in the year ended December 31, 2017 in connection with four Suezmax tankers and three LR2/Aframax
tankers delivered in the period. The Company drew down $32.0 million in the year ended December 31, 2018 in connection with one LR2 tanker delivered in the period. The facility is fully drawn down and fully repaid as of December 31, 2024.
$606.7 million term loan facility
In May 2024, the Company entered into a senior secured term loan facility in an amount of up to $606.7 million
with China Exim Bank and DNB, insured by China Export and Credit Insurance Corporation, to refinance eight Suezmax tankers and eight LR2 tankers. The facility has a tenor of approximately nine years, carries an interest rate of SOFR plus a margin
in line with the Company’s existing loan facilities and has an amortization profile of 19.7 years commencing on the delivery date from the yard. The refinancing generated net cash proceeds of approximately $275.0 million. The facility is fully
drawn down as of December 31, 2024.
$129.4 million term loan facility
In May 2023, the Company entered into a senior secured term loan facility in an amount of up to $129.4 million
from ING to refinance an existing term loan facility with total balloon payments of $80.1 million due in August 2023. The new facility has a tenor of five years, carries an interest rate of SOFR plus a margin of 180 basis points and has an
amortization profile of 18 years commencing on the delivery date from the yard. The facility includes a sustainability margin adjustment linked to the fleet sustainability score. In June 2023, the Company drew down $129.4 million under the new
facility and repaid the outstanding balance of the existing facility of $84.5 million in full. The new facility is fully drawn down as of December 31, 2024.
$104.0 million term loan facility
In April 2022, the Company entered into a senior secured term loan facility with Credit Suisse AG in an amount of $104.0 million to
refinance the $110.5 million loan facility maturing in 2023. The new facility matures in May 2028, carries an interest rate of SOFR plus a margin of 180 basis points and has an amortization profile of 18 years commencing on the delivery date from
the yard. In May 2022, the Company drew down $104.0 million and repaid the outstanding balance of the original facility of $96.4 million. The facility is fully drawn down as of December 31, 2024.
$60.6 million term loan facility and $63.5 million term loan facility
In November 2023, the Company entered into two senior secured term loan facilities in an amount of up to $124.1
million with Deka Bank to refinance an existing facility which had total balloon payments of $89.0 million due in January 2024. The facilities have a tenor of four and six years, respectively, carry an interest rate of SOFR plus a margin of 171
basis points and have an amortization profile of 18 years commencing on the delivery year from the yard. The facilities were fully drawn down in November 2023. The Company used $90.9 million of the proceeds to repay the existing loan facility in
full and used the remaining net cash proceeds from the refinancing of $33.2 million to partly finance the Acquisition.
$544.0 million lease financing
In March 2020, the Company signed a sale-and-leaseback agreement in an amount of $544.0 million with ICBCL to
finance the cash amount payable upon closing of the acquisition of 10 Suezmax tankers from Trafigura, which took place on March 16, 2020. The lease financing has a tenor of seven years, carries an interest rate of SOFR plus CAS (as a result of
the rate reform transition discussed below) plus a margin of 230 basis points, has an amortization profile of 17.8 years and includes purchase options for the Company throughout the term with a purchase obligation at the end of the term. The
facility is fully drawn down and repaid as of December 31, 2024.
$512.1 million lease financing
In October 2024, the Company entered into a sale-and-leaseback agreement in an amount of up to $512.1 million with
CMB Financial Leasing Co., Ltd to refinance an existing sale-and-leaseback agreement for 10 Suezmax tankers. The lease financing has a tenor of 10 years, carries an interest rate of SOFR plus a margin of 180 basis points and has an amortization
profile of
20.6 years commencing on the delivery date from the yard and includes purchase options for Frontline throughout
the term of the agreement. The refinancing generated net cash proceeds of $101.0 million. The facility is fully drawn down as of December 31, 2024.
$42.9 million term loan facility
In November 2019, the Company signed a senior secured term loan facility in an amount of up to $42.9 million with
Credit Suisse to partially finance the delivery of one Suezmax tanker. The facility matures five years after the vessel's delivery date, carries an interest rate of SOFR plus CAS (as a result of the rate reform transition discussed below) plus a
margin of 190 basis points and has an amortization profile of 18 years. In May 2020, the Company drew down $42.9 million under the facility in connection with the delivery of one Suezmax tanker. The facility is fully drawn down as of December 31,
2024.
In February 2025, the Company entered into a senior secured credit facility in an amount of up to $47.0 million
with SEB to refinance the $42.9 million term loan facility and, in addition, to provide revolving credit capacity in an amount of up to
$14.9 million. The new facility has a tenor of five years, carries an interest rate of SOFR plus a margin of 170
basis points and has an amortization profile of 20 years commencing on the delivery date from the yard.
$62.5 million term loan facility
In May 2020, the Company signed a senior secured term loan facility in an amount of up to $62.5 million with
Crédit Agricole to partially finance the delivery of one VLCC. The facility matures five years after the vessel's delivery date, carries an interest rate of SOFR plus CAS (as a result of the rate reform transition discussed below) plus a margin
of 190 basis points and has an amortization profile of 18 years. In June 2020, the Company drew down $62.5 million under the facility in connection with the delivery of one VLCC. The facility is fully drawn down as of December 31, 2024.
In February 2025, the Company entered into a senior secured credit facility in an amount of up to $72.3 million with Crédit Agricole
to refinance the $62.5 million term loan facility and, in addition, to provide revolving credit capacity in an amount of up to $25.4 million. The new facility has a tenor of five years, carries an interest rate of SOFR plus a margin of 170 basis
points and has an amortization profile of 18 years commencing on the delivery date from the yard.
$133.7 million term loan facility
In November 2020, the Company entered into a senior secured term loan facility with CEXIM and Sinosure in an
amount of up to $133.7 million to partially finance four LR2 tanker newbuildings in the Company's newbuilding program at that time. The facility has a tenor of 12 years, carries an interest rate of SOFR plus CAS (as a result of the rate reform
transition discussed below) plus a margin in line with the Company’s other credit facilities and has an amortization profile of 17 years commencing on the delivery date from the yard. The Company drew down $33.4 million in March 2021, $33.4
million in April 2021,
$33.4 million in September 2021 and $33.4 million in November 2021 under the facility to partially finance the
delivery of four LR2 tankers. The facility is fully drawn down as of December 31, 2024.
$94.5 million term loan facility
In February 2024, the Company entered into a secured term loan facility in an amount of up to $94.5 million with
KFW Bank to refinance two LR2 tankers previously financed under the $133.7 million facility. The new facility has a tenor of five years, carries an interest rate of SOFR plus a margin of 180 basis points and has an amortization profile of 20
years commencing on the delivery date from the yard. The refinancing generated net cash proceeds of approximately $38.0 million. The facility is fully drawn down as of December 31, 2024.
$58.5 million term loan facility
In September 2021, the Company entered into a senior secured term loan facility in an amount of up to $58.5
million with SEB to partially finance the acquisition of one 2019-built VLCC. The facility has a tenor of five years, carries an interest rate of
SOFR plus CAS (as a result of the rate reform transition discussed below) plus a margin of 170 basis points and
has an amortization profile of 20 years commencing on the delivery date from the yard. In October 2021, the Company took delivery of the vessel and drew down $58.5 million under the facility to partially finance the delivery. The facility is
fully drawn down as of December 31, 2024.
$58.5 million term loan facility
In September 2021, the Company entered into a senior secured term loan facility in an amount of up to $58.5
million with KFW to partially finance the acquisition of one 2019-built VLCC. The facility has a tenor of five years, carries an interest rate of SOFR plus CAS (as a result of the rate reform transition discussed below) plus a margin of 170 basis
points and has an amortization profile of 20 years commencing on the delivery date from the yard. In November 2021, the Company took delivery of the vessel and drew down $58.5 million under the facility to partially finance the delivery. The
facility is fully drawn down as of December 31, 2024.
$130.0 million term loan facility
In October 2021, the Company entered into a senior secured term loan facility in an amount of up to $130.0
million with DNB to partially finance the acquisition of two of the six resale VLCC newbuilding contracts in the Company's newbuilding program at that time. The facility has a tenor of five years, carries an interest rate of SOFR plus CAS (as a
result of the rate reform transition discussed below) plus a margin of 170 basis points and has an amortization profile of 20 years commencing on the delivery date from the yard. The Company drew down $65.0 million in April 2022 and $65.0 million
in June 2022 to partially finance the delivery of two 2022 built VLCCs. The facility is fully drawn down as of December 31, 2024.
$65.0 million term loan facility
In December 2021, the Company entered into a senior secured term loan facility in an amount of up to $65.0
million from ABN AMRO Bank N.V. to partially finance the acquisition of one of the six resale VLCC newbuilding contracts in the Company's newbuilding program at that time. The facility has a tenor of five years, carries an interest rate of SOFR
plus CAS (as a result of the rate reform transition discussed below) plus a margin of 170 basis points and has an amortization profile of 20 years commencing on the delivery date from the yard. In October 2022, the Company drew down $65.0 million
to partially finance the delivery of a 2022 built VLCC. The facility is fully drawn down as of December 31, 2024.
$65.0 million term loan facility
In December 2021, the Company entered into a senior secured term loan facility in an amount of up to $65.0
million from ING Bank to partially finance the acquisition of one of the six resale VLCC newbuilding contracts in the Company's newbuilding program at that time. The facility has a tenor of five years, carries an interest rate of SOFR plus CAS
(as a result of the rate reform transition discussed below) plus a margin of 170 basis points and has an amortization profile of 20 years commencing on the delivery date from the yard. The facility includes a sustainability margin adjustment
linked to the fleet sustainability score. In August 2022, the Company drew down $65.0 million to partially finance the delivery of a 2022 built VLCC. The facility is fully drawn down as of December 31, 2024.
$65.0 million term loan facility
In December 2021, the Company entered into a senior secured term loan facility in an amount of up to $65.0
million from KFW to partially finance the acquisition of one of the six resale VLCC newbuilding contracts in the Company's newbuilding program at that time. The facility has a tenor of five years, carries an interest rate of SOFR plus CAS (as a
result of the rate reform transition discussed below) plus a margin of 170 basis points and has an amortization profile of 20 years commencing on the delivery date from the yard. In January 2023, the Company took delivery of a VLCC newbuilding
and drew down $65.0 million under this facility to partially finance the delivery. The facility is fully drawn as of December 31, 2024.
$65.0 million term loan facility
In December 2021, the Company entered into a senior secured term loan facility in an amount of up to $65.0 million
from Crédit Agricole to partially finance the acquisition of one of the six resale VLCC newbuilding contracts in the Company's newbuilding program at that time. The facility has a tenor of five years, carries an interest rate of SOFR plus CAS (as
a result of the rate reform transition discussed below) plus a margin of 170 basis points and has an amortization profile of 18 years commencing on the delivery date from the yard. In January 2023, the Company took delivery of a VLCC newbuilding
and drew down $65.0 million under this facility to partially finance the delivery. The facility is fully drawn as of December 31, 2024.
$1,410.0 million term loan facility
In November 2023, the Company entered into a senior secured term loan facility in an amount of up to $1,410.0
million with a group of our relationship banks to partially finance the Acquisition. The facility has a tenor of five years, carries an interest rate of SOFR plus a margin in line with the Company’s existing loan facilities and has an
amortization profile of 20 years commencing on the delivery date from the yard. In December 2023, the company drew down $891.3 million under the facility
to partly finance the Acquisition. Up to $518.7 million remained available and undrawn under the facility as of
December 31, 2023 all of which was drawn down to partially finance the remaining 13 vessels delivered as a result of the Acquisition in the first quarter of 2024.
$275.0 million revolving credit facility
In June 2016, the Company signed a $275.0 million senior unsecured facility agreement with an affiliate of Hemen,
the Company's largest shareholder. The original facility carried an interest rate of 6.25% and was available to the Company for a period of an initial period of 18 months from the first utilization date. The facility does not include any
financial covenants.
In November 2022, the Company extended the facility by 12 months to May 2024 at an interest rate of 8.50% and
otherwise on same terms. In February and June 2023, the Company repaid $60.0 million and $74.4 million, respectively, under the facility. In October 2023, the Company extended the facility by 20 months to January 4, 2026, at an interest rate of
10.0% and otherwise on existing terms. In December 2023, the Company drew down $99.7 million under the facility to partly finance the Acquisition. The balance outstanding of $175.0 million was included in long-term debt as of December 31, 2023.
In April 2024, the Company repaid $100.0 million under the facility. In October 2024, the Company repaid $75.0
million under the facility. Up to $275.0 million remains available to be drawn as of December 31, 2024.
$539.9 million Shareholder loan
In November 2023, the Company entered into a subordinated unsecured shareholder loan in an amount of up to $539.9
million with Hemen to partly finance the Acquisition. The facility had a tenor of five years and carried an interest rate of SOFR plus a margin equal to the $1,410.0 million facility, in line with the Company’s existing loan facilities. In
December 2023, the Company drew down $235.0 million under the facility to partly finance the Acquisition. In January 2024, the Company drew down $60.0 million to partially finance the remaining 13 vessels delivered as a result of the Acquisition
in the first quarter of 2024. In June 2024, the Company repaid $147.5 million under the Hemen shareholder loan. In August 2024, the Company repaid the Hemen shareholder loan in full, and no amount remained available to be drawn as of December 31,
2024.
Rate reform transition
Due to the discontinuance of the London Interbank Offered Rate (“LIBOR”) after June 30, 2023, the Company entered
into amendments to existing loan agreements with an aggregate outstanding principal of $1,634.1 million as of December 31, 2023 (as denoted above), for the transition from LIBOR to SOFR. As of December 31, 2023, the weighted average CAS of these
amendment agreements was 15 basis points based on a three months interest period. As of December 31, 2024, the reference rate of all the Company's loan arrangements is SOFR.
The amendments to our loan agreements, which are measured at amortized cost using the effective interest method, were accounted for
as an adjustment to the effective interest rate which did not have a significant effect on the carrying amount of the loans.
Debt restrictions
The Company's loan agreements contain loan-to-value clauses, which could require the Company to post additional
collateral or prepay a portion of the outstanding borrowings should the value of the vessels securing borrowings under each of such agreements decrease below required levels. In addition, the loan agreements contain certain financial covenants,
including the requirement to maintain a certain level of free cash, positive working capital and a value adjusted equity covenant. Cash and cash equivalents include cash balances of $92.6 million (2023: $75.4 million), which represents 50% (2023:
50%) of the cash required to be maintained by the financial covenants in our loan agreements. The Company is permitted to satisfy up to 50% of the cash requirements by maintaining a committed undrawn credit facility with a remaining availability
of greater than 12 months.
Failure to comply with any of the covenants in the loan agreements could result in a default, which would permit the lender to
accelerate the maturity of the debt and to foreclose upon any collateral securing the debt. Under those circumstances, the Company might not have sufficient funds or other resources to satisfy its obligations. The Company was in compliance with
all of the financial covenants contained in the Company's loan agreements as of December 31, 2024 and December 31, 2023.
As a lessee
The Company is committed to make rental payments under leases for office premises. Certain of these leases
include variable lease elements linked to inflation indexes. Such variable payments were estimated at the time of recognition on the index at that time and are included in the minimum lease payments.
The future minimum lease payments under the Company's leases as at December 31, 2024 were as follows:
The future minimum lease payments under the Company's leases as at December 31, 2023 were as follows:
Total cash outflows for leases was $1.0 million, $0.9 million and $2.9 million in the years ended December 31, 2024, 2023 and 2022, respectively.
Expense for office leases was $0.9 million, $0.9 million and $0.9 million for the years ended December 31, 2024, 2023 and 2022,
respectively.
The Company incurred lease expenses of $2.2 million in the year ended December 31, 2022 in relation to the
vessels leased-in from SFL, an affiliated company.
Interest expense incurred in relation to the leased-in vessels is disclosed in Note 6.
The weighted-average discount rate based on the Company’s incremental borrowing rate in relation to the leases was 1.8% for the
year ended December 31, 2024 (2023: 2.5%, 2022: 2.7%) and the weighted-average remaining lease term was one year as of December 31, 2024 (2023: two years, 2022: three years).
For further details on the Company’s right-of-use assets see Note 13.
As a lessor
Four LR2 tankers were on fixed rate time charters as of December 31, 2024 and 2023.
In March 2024, the Company entered into a fixed rate time charter-out contract for one VLCC to a third party on a three-year time
charter at a daily base rate of $51,500. The time charter commenced in the third quarter of 2024.
In April 2024, the Company entered into a time charter-out contract for one Suezmax tanker to a third party on
a three-year time charter at a daily base rate of $32,950 plus 50% profit share. In the year ended December 31, 2024, the Company received profit share income of $0.5 million in relation to this charter.
Our revenues from these leases have been included within time charter revenues in the Consolidated Statement of Profit or Loss,
which solely relates to leasing revenues.
Two of the LR2 tankers on fixed rate time charters as of December 31, 2024 and 2023 have an option for a one year extension.
The cost and accumulated depreciation of vessels leased under time charters as of December 31, 2024 were $364.2 million and $72.1
million, respectively (December 31, 2023: $206.1 million and $36.0 million, respectively).
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19.
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FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT
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Accounting classifications and fair values
The carrying values and fair values of financial assets and financial liabilities as of December 31, 2024 and 2023 are as follows:
The table below shows the levels in the fair value hierarchy of financial assets and financial liabilities as of December 31, 2024 and 2023, excluding
those whose fair values approximate their respective carrying values due to their short-term nature.
Measurement of fair values
Valuation techniques and significant unobservable inputs
The following tables show the valuation techniques used in measuring Level 1, Level 2 and Level 3 fair values, as well as the
significant unobservable inputs that were used.
Assets Measured at Fair Value on a Recurring Basis
The fair value (level 2) of interest rate swaps is the present value of the estimated future cash flows that
the Company would receive or pay to terminate the agreements at the end of the reporting period, taking into account, as applicable, fixed interest rates on interest rate swaps, current interest rates, forward rate curves and the credit
worthiness of both the Company and the derivative counterparty.
Marketable securities are listed equity securities for which the fair value is the aggregate market value based on quoted market
prices (level 1).
Transfers between Level 1, 2 and 3
There were no transfers between these levels in 2024 and 2023.
Financial risk management
In the course of its normal business, the Company is exposed to the following risks:
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Market risk (interest rate risk, foreign currency risk, and price risk)
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The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management
framework.
Credit risk
Trade and other receivables
At the balance sheet date all trade and other receivables were with (i) state-owned enterprises, (ii) oil
majors, (iii) commodities traders and (iv) related parties and affiliated companies. Based on past experience, there was only a small impact on doubtful amounts at year-end. Based on individual analyses, provisions for doubtful debtors were not
material for the years ended December 31, 2024 and 2023. In addition, no customers individually accounted for 10% or more of total revenue in the year ended December 31, 2024 (2023: no customers) (see Note 3). The maximum exposure to credit
risk is represented by the carrying amount of each financial asset.
Past due amounts are not credit impaired as collection is still considered to be likely and management is confident the outstanding
amounts can be recovered. Amounts not past due are also with customers with high credit worthiness and are therefore not credit impaired.
Cash and cash equivalents
The Company held cash and cash equivalents of $413.5 million at December 31, 2024 (2023: $308.3 million). The
cash and cash equivalents are held with SEB, HSBC, Royal Bank of Scotland, DNB Bank ASA and Nordea Bank Norge, or Nordea, Crédit Agricole, UBS, Standard Chartered Bank Singapore, ABN Amro, ING Bank N.V., Bank of Cyprus and Citibank N.A. The
Company’s concentration of credit risk with respect to cash and cash equivalents is not considered significant as substantially all of the amounts are carried with a diversified portfolio of banks and financial institution counterparties.
Restricted cash
Our interest rate swaps can require us to post cash as collateral based on their fair value which is classified
as restricted cash. As of December 31, 2024 and 2023 no cash was posted as collateral in relation to our interest rate swaps and secured borrowings.
Derivatives
The Company is exposed to the risk of credit loss in the event of non-performance by the counterparty to the
interest rate swap agreements. Interest rate swap agreements are entered into with banks and financial institution counterparties, which are rated AA-, based on rating agency S&P.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations if they fall due. The Company’s
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. The Company has entered into several loan facilities whose maturities are spread over different
years (see Note 17).
The following are the remaining contractual maturities of financial liabilities:
The Company has secured bank loans that contain loan covenants. A future breach of covenant may require the
Company to repay the loan earlier than indicated in the above table. For more details on these covenants, see Note 17.
The carrying values of fixed and floating rate debt include expected payments of accrued interest as of the reporting date. The
interest on floating rate debt is based on the SOFR spot rate as of December 31, 2024 and 2023. The interest rate on fixed rate debt was based on the contractual interest rate for the period presented. It is not expected that the cash flows
included in the table above (the maturity analysis) could occur significantly earlier, or at significantly different amounts than those stated above.
Market risk
Interest rate risk
The Company is exposed to the impact of interest rate changes primarily through its floating-rate borrowings
that require the Company to make interest payments based on SOFR. Significant increases in interest rates could adversely affect operating margins, results of operations and ability to service debt. The Company uses interest rate swaps to
reduce its exposure to market risk from changes in interest rates. The principal objective of these contracts is to minimize the risks and costs associated with its floating-rate debt. On December 31, 2024 the Company had interest rate swaps in
place and approximately 15% (2023: 17%) of the floating interest rates were switched to fixed rate.
Cash flow sensitivity analysis for variable rate instruments
As of December 31, 2024, the Company's outstanding debt which was at variable interest rates, net of the
amount subject to interest rate swap agreements, was $3,204.0 million (2023: $2,741.8 million). Based on this, a one percentage point increase in annual SOFR interest rates would increase its annual interest expense by approximately $32.0
million (2023: $27.4 million), excluding the effects of capitalization of interest.
Interest rate swap agreements
In February 2016, the Company entered into an interest rate swap with DNB whereby the floating interest on notional debt of
$150.0 million was switched to fixed rate. The contract had a forward start date of February 2019.
In the year ended December 31, 2020, the Company entered into three interest rate swaps with DNB whereby the floating interest rate
on notional debt totaling $250.0 million was switched to a fixed rate.
In the year ended December 31, 2020, the Company entered into two interest rate swaps with Nordea Bank whereby the floating
interest rate on notional debt totaling $150.0 million was switched to a fixed rate.
The reference rate for our interest rate swaps, which are measured at fair value through profit or loss, was transitioned from
LIBOR to SOFR in the year ended December 31, 2023 which did not affect the accounting for these derivatives.
The aggregate fair value of these swaps at December 31, 2024 was an asset of $24.4 million (2023: $39.1 million) and a liability
of nil (2023: nil). The fair value (Level 2) of the Company’s interest rate swap agreements is the estimated amount that the Company would receive or pay to terminate the agreements at the reporting date, taking into account, as applicable,
fixed interest rates on interest rate swaps, current interest rates, forward rate curves and the current credit worthiness of both the Company and the derivative counterparty. The estimated fair value is the present value of future cash flows.
In the year ended December 31, 2024, the Company recorded a gain on these interest rate swaps of $9.2 million (2023: gain of $8.0 million, 2022: gain of $53.6 million).
The interest rate swaps are not designated as hedges and are summarized as of December 31, 2024 as follows:
Foreign currency risk
The majority of the Company's transactions, assets and liabilities are denominated in U.S. dollars, its
functional currency. Certain of its subsidiaries report in British pounds, Norwegian kroner or Singapore dollars and risks of two kinds arise as a result: a transaction risk, that is, the risk that currency fluctuations will have an effect on
the value of cash flows; and a translation risk, which is the impact of currency fluctuations in the translation of foreign operations and foreign assets and liabilities into U.S. dollars in the consolidated financial statements.
Price risk
Our exposure to equity securities price risk arises from marketable securities held by the Company which are
listed equity securities and are carried at FVTPL unless the election to present subsequent changes in the investment's fair value in OCI is made. See Note 9 for further details.
Capital management
We operate in a capital intensive industry and have historically financed our purchase of tankers and other capital expenditures
through a combination of cash generated from operations, equity capital and borrowings from commercial banks. Our ability to generate adequate cash flows on a short and medium term basis depends substantially on the trading performance of our
vessels in the market. Our funding and treasury activities are conducted within corporate policies to increase investment returns while maintaining appropriate liquidity for our requirements.
The Company’s objectives when managing capital are to:
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•
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safeguard our ability to continue as a going concern, so that we can continue to provide returns for shareholders and benefits for other stakeholders, and
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•
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maintain an optimal capital structure to reduce the cost of capital.
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In November 2024, we declared a dividend of $0.34 per share for the third quarter of 2024. In August 2024, we declared a dividend
of $0.62 per share for the second quarter of 2024. In May 2024, we declared a dividend of $0.62 per share for the first quarter of 2024. In February 2024, the Board of Directors declared a dividend of $0.37 per share for the fourth quarter of
2023.
The Company's loan agreements contain loan-to-value clauses, and financial covenants. For more details on these
covenants, see Note 17.
The authorized share capital of the Company as of December 31, 2024 is $600,000,000 (2023: $600,000,000) divided into 600,000,000
shares (2023: 600,000,000) of $1.00 nominal value each, of which 222,622,889 shares of $1.00 nominal value each are in issue and fully paid as of December 31, 2024 and 2023.
The movement in the number of shares outstanding during the years ended December 31, 2024 and 2023 are as follows:

In the year ended December 2021, the Board of Directors approved the grant of 1,280,000 synthetic options to
employees and board members according to the rules of the Company’s synthetic option scheme approved on December 7, 2021. The synthetic options have a five year term expiring in December 2026. The vesting period is 12 months for the first 27.5%
of options, 24 months for the next 27.5% of options and 36 months for the final 45% of options. The exercise price is NOK 71, which shall increase by NOK 5 on each of December 7, 2023, and December 7, 2024, and will further be adjusted for any
distribution of dividends made before the relevant synthetic options are exercised. The synthetic options will be settled in cash based on the difference between the market price of the Company’s shares and the exercise price on the date of
exercise, and as such, have been classified as a liability. The synthetic options are not subject to a retention period. There were no options awarded in 2022, 2023 or 2024.
The synthetic options have an estimated expected life of 3.4 years. The risk-free interest rate was estimated using the interest
rate on three year U.S. treasury zero coupon issues. The volatility was estimated using historical share price data. The dividend yield was estimated at 0% as the exercise price is reduced by all dividends declared by the Company from the date
of grant to the exercise date. It was assumed that all of the options granted will vest.
The initial exercise price for the synthetic options granted in December 2021 was reduced by the amount of dividends paid after the
date of grant. As of December 31, 2024, all of these options had vested. As of December 31, 2024, 86,100 options had been forfeited (2023: 86,100) and 172,000 options were exercised (2023: 92,400) at a weighted average exercise price of $4.45.
As of December 31, 2024, 1,021,900 options remained outstanding (2023: 1,101,500) and exercisable (2023: 564,650). The subsequent remeasurement of fair value of the synthetic options resulted in a gain of $2.2 million in the year ended December
31, 2024 (2023: expense of $10.7 million, 2022: expense of $4.7 million).
As of December 31, 2024, the weighted average exercise price of these options was $2.17 (2023: $4.48) and the Company's share
price was $14.19.
The weighted average fair value of the options granted in 2021 was $6.54 per share. The synthetic options had a fair value of
$12.5 million as of December 31, 2024 (2023: $17.5 million) and the Company recorded a liability of $11.7
million as of December 31, 2024 (2023: $15.0 million) in the Consolidated Statements of Financial Position. The intrinsic value of liabilities which had vested as of December 31, 2024 was $12.3 million (2023: $9.0 million).
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22.
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RELATED PARTY TRANSACTIONS AND AFFILIATED COMPANIES
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We transact business with the following related parties: Seatankers Management Norway AS, Seatankers Management Co. Ltd, Avance
Gas and Alta Trading UK Limited. We also own interests in TFG Marine and Clean Marine AS (through our interest in FMS Holdco) which are accounted for as equity method investments.
We also transact business with the following affiliated companies, being companies in which Hemen and companies associated with
Hemen have significant influence: SFL, Flex LNG Ltd, Front Ocean Management and Golden Ocean. On March 12, 2025, Hemen disposed of its entire shareholding in Golden Ocean via a sale to a third party at which time Golden Ocean ceased to be
affiliated with us.
Summary
A summary transactions with related parties and affiliated companies for the years ended December 31, 2024, 2023 and 2022 was as
follows:
Revenues earned from related parties and affiliated companies are comprised of office rental income, technical
and commercial management fees, newbuilding supervision fees, freights, and administrative services. Operating expenses paid to related parties and affiliated companies are comprised of bunker expenses, rental for vessels and office space,
support staff costs, and corporate administration.
In addition, the Company has paid $534.3 million to TFG Marine in the year ended December 31, 2024 in relation
to bunker purchases (2023: $392.5 million 2022: $434.4 million).
Related party and affiliated company balances
A summary of balances due from related parties and affiliated companies as of December 31, 2024 and 2023 was as follows:
Balances due from related parties and affiliated companies are primarily derived from newbuilding supervision
fees, technical and commercial management fees, and recharges for administrative services.
A summary of balances due to related parties and affiliated companies at December 31, 2024 and 2023 was as follows:
Related party and affiliated company payables are primarily for bunker purchases, supplier rebates, loan
interest and corporate administration fees.
Other transactions
Refer to Note 8, 9 and 20 for further details of shares issued to Hemen in connection with the CMB.TECH share acquisition.
Refer to Note 23 for further details of guarantees provided in relation to the Company's business with and investment in TFG
Marine.
Transactions with key management personnel
The total amount of the remuneration earned by all directors and key management personnel for their services was as follows:
The Directors annually review the remuneration of the members of key management personnel. Directors' fees are approved annually
at the AGM. No pensions were paid to directors or past directors. No compensation was paid to directors or past directors in respect of loss of office. Total remuneration consists of a fixed and a variable component and can be summarized as
follows:

In December 2021, the Board of Directors approved the grant of 1,280,000 synthetic options to employees and
board members according to the rules of the Company’s synthetic option scheme approved on December 7, 2021. The synthetic options have a five year term expiring in December 2026. The vesting period is 12 months for the first 27.5% of options,
24 months for the next 27.5% of options and 36 months for the final 45% of options. The synthetic options will be settled in cash based on the difference between the market price of the Company’s shares and the exercise price on the date of
exercise, and as such, have been classified as a liability. The Company recorded a share-based payment gain in the year ended December 31, 2024 due to a decrease in the fair value of the option liability as a result of the decrease in the
Company's share price as of December 31, 2024 as compared to December 31, 2023. Refer to Note 21 for further details of the synthetic option scheme.
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23.
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COMMITMENTS AND CONTINGENCIES
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As of December 31, 2024, the Company has agreed to provide a $60.0 million guarantee in respect of the performance of its
subsidiaries, and two subsidiaries of an affiliate of Hemen, under a bunker supply arrangement with TFG Marine, a related party. As of December 31, 2024, there are no amounts payable under this guarantee. In addition, should TFG Marine be
required to provide a parent company guarantee to its bunker suppliers or finance providers then for any guarantee that is provided by the Trafigura Group and becomes payable, Frontline shall pay a pro rata amount based on its share of the
equity in TFG Marine. The maximum liability under this guarantee is $6.0 million and there are no amounts payable under this guarantee as at December 31, 2024.
In June 2024, the Company attended an introductory hearing before the Enterprise Court in Antwerp, Belgium, in response to a
summons received from certain funds managed by FourWorld Capital Management LLC (“FourWorld”) in connection with their claims pertaining to the integrated solution for the strategic and structural deadlock within former Euronav NV announced
on October 9, 2023, and former Euronav NV’s acquisition of CMB.TECH NV on December 22, 2023. FourWorld claims that the transactions should be rescinded and in addition has requested the court to order Compagnie Maritime Belge NV and Frontline
to pay damages in an amount to be determined during the course of the proceedings. A procedural calendar has been agreed and the case is scheduled for oral court pleadings in May 2026, after which a judgment will be rendered. The Company
finds the claims to be without merit and intends to vigorously defend against them.
The Company insures the legal liability risks for its shipping activities with mutual protection and indemnity associations, who
are members of the International Group of P&I Clubs. As a member of these mutual associations, the Company is subject to calls payable to the associations based on the Company's claims record in addition to the claims records of all other
members of the associations. A contingent liability exists to the extent that the claims records of the members of the associations in the aggregate show significant deterioration, which result in additional calls on the members.
The Company is a party, as plaintiff or defendant, to several lawsuits in various jurisdictions for unpaid charter hire,
demurrage, damages, off-hire and other claims and commercial disputes arising from the operation of its vessels, in the ordinary course of business or in connection with its acquisition activities. The Company believes that the resolution of
such claims will not have a material adverse effect on the Company's operations or financial condition individually and in the aggregate.
In February 2025, the Board of Directors declared a dividend of $0.20 per share for the fourth quarter of 2024. The record date for
the dividend was March 14, 2025, the ex-dividend date was March 14, 2025, for shares listed on the New York Stock Exchange and March 13, 2025, for shares listed on the Oslo Stock Exchange, and the dividend was paid on March 31, 2025.
Refer to Note 17 for details of other transactions that have concluded subsequent to December 31, 2024 pertaining to financing.
Index to parent company Financial Statements of Frontline plc
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Statements of Profit or Loss for the years ended December 31, 2024, 2023 and 2022
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96
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Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022
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97
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Statements of Financial Position as of December 31, 2024 and 2023
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98
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Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
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99
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Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022
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100
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Notes to Financial Statements
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101
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Frontline plc
Parent company financial statements and notes
Frontline plc
Parent company financial statements and notes
Frontline plc
Parent company financial statements and notes
On April 7, 2025, the Board of Directors of Frontline Plc authorized these parent company financial statements for issue.
Frontline plc
Parent company financial statements and notes
Frontline plc
Parent company financial statements and notes
Frontline plc
Parent company financial statements and notes Notes to Financial Statements
Frontline plc (formerly Frontline Ltd.), the Company or Frontline, is the parent company of the Frontline plc group, an
international shipping company formerly incorporated in Bermuda as an exempted company under the Bermuda Companies Law of 1981 on June 12, 1992. At a Special General Meeting on December 20, 2022, the Company's shareholders agreed to redomicile
the Company to the Republic of Cyprus under the name of Frontline plc (the “Redomiciliation”). The Company was officially redomiciled to Cyprus on December 30, 2022.
The business, assets and liabilities of Frontline Ltd. and its subsidiaries prior to the Redomiciliation were the same as Frontline
plc immediately after the Redomiciliation on a consolidated basis, as well as its fiscal year. In addition, the directors and executive officers of the Frontline plc immediately after the Redomiciliation were the same individuals who were
directors and executive officers, respectively, of Frontline Ltd. immediately prior to the Redomiciliation.
Prior to the Redomiciliation, Frontline Ltd.’s ordinary shares were listed on the New York Stock Exchange (“NYSE”) and Oslo Stock
Exchange (“OSE”) under the symbol “FRO.” Upon effectiveness of the Redomiciliation, the Company’s ordinary shares continue to be listed on the NYSE and OSE and commenced trading under the new name Frontline plc and new CUSIP number M46528101
and new ISIN CY0200352116 on the NYSE on January 3, 2023 and on the OSE on January 13, 2023. Frontline plc’s LEI number was not be affected by the Redomiciliation and remains the same.
Frontline plc is the holding company of equity investments in subsidiaries. Frontline plc, through its subsidiaries, operates oil
tankers of two sizes: VLCCs, which are between 200,000 and 320,000 dwt, and Suezmax tankers, which are vessels between 120,000 and 170,000 dwt, and operates LR2/Aframax tankers, which are clean product tankers, and range in size from 110,000 to
115,000 dwt. Frontline plc's subsidiaries are located in Cyprus, Bermuda, Liberia, the Marshall Islands, Norway, the United Kingdom, Singapore and China. Frontline plc, through its subsidiaries, is also involved in the charter, purchase and
sale of vessels.
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2.
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MATERIAL ACCOUNTING POLICY INFORMATION
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The parent financial statements are prepared in accordance with IFRS® Accounting Standards (“IFRS”) as adopted
by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
These parent company financial statements should be read in connection with the Consolidated financial
statements of Frontline, published together with these financial statements. With the exceptions described below, Frontline plc applies the accounting policies of the group, as described in Note 2 Material Accounting Policy Information, and
reference is made to this note for further details.
The financial statements were approved by the Board of Directors on April 7, 2025, and authorized for issue.
Investments in subsidiaries are accounted for using the equity method. Under the equity method of accounting,
the investments are initially recognized at cost and adjusted thereafter to recognize Frontline’s share of the post-acquisition profits or losses of the subsidiary in profit or loss, and Frontline’s share of movements in other comprehensive
income of the subsidiary in other comprehensive income. Where Frontline’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, Frontline does not recognize further losses, unless it has incurred
obligations or made payments on behalf of the other entity. The carrying amount of equity-accounted investments is tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Long-term receivables for which settlement is neither planned nor likely to occur in the foreseeable future
are treated as part of the equity accounted investments in subsidiaries. Dividends from subsidiaries are recognized in the separate financial statements of Frontline plc when the entity’s right to receive the dividend is established. The
dividend is recognized as a reduction to the carrying amount of the investment.
Frontline plc had no employees in the year ended December 31, 2024, 2023 and 2022. No pensions were paid to directors or past
directors. Stock compensation expense $0.4 million related to directors (2023: $3.0 million, 2022: $1.2 million) see Note 13 and Note 14.
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Fees paid or accrued for audit and related services:
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Certain of Frontline plc's subsidiaries are tax resident in Cyprus, Singapore, China, Norway and the United
Kingdom and are subject to income tax in their respective jurisdictions. The tax paid by subsidiaries of Frontline plc that are subject to income tax is included in Share of net profit/(loss) from subsidiaries accounted for using the equity
method in the Statements of Profit or Loss.
Frontline plc does not have any unrecognized tax benefits, material accrued interest or penalties relating to income taxes.
Cyprus
Under the provisions of Cyprus tax laws, such income shall be included in the estimation of taxable income to be taxed at the rate
of 12.5%.
In line with the Cypriot tonnage tax system, the Company pays tax calculated on the basis of the net tonnage of
the qualifying vessels the Company owns, charters or manages. The option for tonnage tax once made is obligatory for ten years. Tonnage tax payable in relation to our vessel owning subsidiaries are recorded as ship operating expenses in the
Consolidated Statements of Profit or Loss.
On October 3, 2023, the Cyprus Ministry of Finance initiated a public consultation to incorporate the EU Directive, aimed at
establishing a global minimum tax level for multinational and large-scale domestic enterprise groups, into national legislation. This Directive, originating from the OECD/G20 BEPS Pillar Two Model Rules was voted on by the EU states on December
14, 2022, and seeks to ensure fair taxation practices internationally. The Directive was voted into domestic law on December 18 2024, “The Safeguarding of a Global Minimum Level of Taxation of Multinational Enterprise Groups and Large-Scale
Domestic Groups in the Union Law of 2023”, with application to financial periods starting on or after December 31 2023, harmonizing the Cyprus tax framework with the Directive. This new law does not amend the CIT legislation; the law introduces
an additional set of tax rules to be applied alongside the application of CIT and other relevant taxes for MNEs in scope.
The law introduces the Qualified Income Inclusion Rule (“QIIR”) which is effective for accounting periods
beginning on or after December 31, 2023 and the Qualified Undertaxed Profits Rule (“UTPR”) which is effective for accounting periods beginning on or after December 31, 2024.
Cyprus has elected to adopt the Qualifying Domestic Minimum Top Up Tax (“QDMTT”) and will be effective as of January 1, 2025. This
will allow Cyprus jurisdiction to collect the top-up tax in its own jurisdiction instead of allowing a foreign jurisdiction to charge top-up taxes elsewhere.
The legislation targets multinational and large domestic enterprise groups with a consolidated revenue exceeding EUR 750 million
in two of the last four years before the assessed fiscal year. It proposes a global minimum effective tax rate of 15%, as compared to the corporate tax rate in Cyprus of 12.5%, and includes specific exemptions (provided that certain conditions
are met) for International Shipping Income.
In light of these developments, management is currently evaluating the potential implications of the law on the Company’s
operations and financial planning. As these and other tax laws and related regulations change (including changes in the interpretation, approach and guidance of tax authorities), our financial results could be materially impacted.
United States
For the three years ended December 31, 2024, Frontline plc did not accrue U.S. income taxes as Frontline plc is not engaged in a
U.S. trade or business and is exempted from a gross basis tax under Section 883 of the U.S. Internal Revenue Code.
Under Section 863(c)(2)(A) of the Internal Revenue Code, 50% of all transportation revenue attributable to transportation which
begins or ends in the United States shall be treated as from sources within the United States where no Section 883 exemption is available. Such revenue is subject to 4% tax. No revenue tax has been recorded in the year ended December 31, 2024
(2023: nil, 2022: nil).
Marketable securities held by Frontline plc are listed equity securities accounted for fair value through
profit or loss. In the year ended December 31, 2024 Frontline plc received dividends of $3.5 million (2023: $36.9 million, 2022: $1.6 million) from its investments in marketable securities.
A summary of the movements in marketable securities for the years ended December 31, 2024, 2023 and 2022 is presented in the table
below:
Avance Gas
As of December 31, 2024, 2023 and 2022, Frontline plc held 329,669 shares in Avance Gas. In the year ended
December 31, 2024, Frontline plc recognized an unrealized loss of $2.5 million (2023: gain of $2.9 million, 2022: gain of $0.7 million) in relation to the shares held in Avance Gas.
SFL
As of December 31, 2024, 2023 and 2022, Frontline plc held 73,165 shares in SFL. In the year ended December
31, 2024, Frontline plc recognized an unrealized loss of $0.1 million (2023: gain of $0.1 million, 2022: gain of $0.1 million) in relation to the shares held in SFL.
CMB.TECH
Share acquisition in the year ended December 31, 2022
On May 28, 2022, the Company announced that it agreed to acquire in privately negotiated share exchange
transactions with certain shareholders of CMB.TECH a total of 5,955,705 shares in CMB.TECH, representing 2.95% of the outstanding shares in CMB.TECH as of this date, in exchange for a total of 8,337,986 ordinary shares of Frontline. Frontline
received the $0.06 dividend per share that was paid on June 8, 2022 by CMB.TECH in respect of these 5,955,705 shares.
On June 10, 2022, the Company announced that it agreed to acquire in privately negotiated transactions with certain shareholders of
CMB.TECH a total of 7,708,908 shares in CMB.TECH, representing 3.82% of the outstanding shares in CMB.TECH as of this date, in exchange for a total of 10,753,924 shares in Frontline.
In connection with the above-referenced privately negotiated share exchange transactions, Frontline entered into a share lending
arrangement with Hemen to facilitate settlement of such transactions. Pursuant to such arrangement, Hemen delivered an aggregate of 19,091,910 Frontline shares to the exchanging CMB.TECH holders in June 2022 and Frontline agreed to issue to
Hemen the same number of shares of Frontline in full satisfaction of the share lending arrangement. The shares were issued to Hemen in August 2022.
As of December 31, 2022, Frontline plc held 13,664,613 shares in CMB.TECH, as a result of the above
transactions. The acquired shares were initially recognized at their fair value of $167.7 million and Frontline plc recorded a realized loss of $7.8 million in relation to these transactions, being the difference between the transaction price
to acquire these shares and their fair value as of the transaction dates. The transaction price paid to acquire these shares was $175.5 million, which was the fair value of the Frontline's shares as of the transaction dates.
Based on the CMB.TECH share price as of December 31, 2022, the fair value of the shares held in CMB.TECH was $232.8 million, which
resulted in an unrealized gain of $65.1 million.
Share sale in the year ended December 31, 2023
On October 9, 2023, Frontline and Famatown Finance Limited, a company related to Hemen 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 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.
In the year ended December 31, 2023, Frontline plc recognized a gain on marketable securities in relation to
the CMB.TECH shares of $19.0 million.
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7.
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TRADE AND OTHER RECEIVABLES
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Other receivables are presented net of allowances for doubtful accounts amounting to nil as of December 31, 2024 (2023: nil).
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8.
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INVESTMENTS IN SUBSIDIARIES
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A summary of the movements in investments in subsidiaries for the years ended December 31, 2024, 2023 and 2022 is presented in the
table below:
All Frontline plc's subsidiaries are wholly owned. See Note 24 Group Entities in the Consolidated Financial
Statements for a table with Frontline plc’s subsidiaries for the years ended December 31, 2024 and 2023.
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9.
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TRADE AND OTHER PAYABLES
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10.
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INTEREST BEARING LOANS AND BORROWINGS
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A summary of outstanding debt as of December 31, 2024 and 2023 was as follows:
Proceeds and repayments of debt in the year ended December 31, 2024 are summarized as follows:
Proceeds and repayments of debt in the year ended December 31, 2023 are summarized as follows:
Proceeds and repayments of debt in the year ended December 31, 2022 are summarized as follows:
$275.0 million revolving credit facility
In June 2016, Frontline plc signed a $275.0 million senior unsecured facility agreement with an affiliate of
Hemen, Frontline plc's largest shareholder. The original facility carried an interest rate of 6.25% and was available to Frontline plc for a period of an initial period of 18 months from the first utilization date. The facility does not include
any financial covenants.
In November 2022, the Company extended the facility by 12 months to May 2024 at an interest rate of 8.50% and otherwise on same
terms. In February and June 2023, Frontline plc repaid $60.0 million and $74.4 million, respectively, under the facility. In October 2023, Frontline plc extended the facility by 20 months to January 4, 2026, at an interest rate of 10.0% and
otherwise on existing terms. In December 2023, Frontline plc drew down $99.7 million under the facility. The balance outstanding of
$175.0 million was included in long-term debt as of December 31, 2023.
In April 2024, Frontline plc repaid $100.0 million under the facility. In October 2024, Frontline plc repaid $75.0 million under
the facility. Up to $275.0 million remains available to be drawn as of December 31, 2024.
$539.9 million Shareholder loan
In November 2023, Frontline plc entered into a subordinated unsecured shareholder loan in an amount of up to
$539.9 million with Hemen. The facility had a tenor of five years and carried an interest rate of SOFR plus a margin. In December 2023, Frontline plc drew down $235.0 million under the facility. In January 2024, Frontline plc drew down $60.0
million. In June 2024, Frontline plc repaid $147.5 million under the Hemen shareholder loan. In August 2024, Frontline plc repaid the Hemen shareholder loan in full and no amount remained available to be drawn as of December 31, 2024.
Frontline plc paid $1.1 million of commitment fees in the year ended December 31, 2024 (2023, 2022: nil).
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11.
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FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT
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Accounting classifications and fair values
The carrying values and fair values of financial assets and financial liabilities as of December 31, 2024 and 2023 are as follows:
The table below shows the levels in the fair value hierarchy of financial assets and financial liabilities as of December 31, 2024 and 2023, excluding
those whose fair values approximate their respective carrying values due to their short-term nature.
The following tables show the valuation techniques used in measuring Level 1, Level 2 and Level 3 fair values, as well as the significant unobservable inputs that were used.
Marketable securities are listed equity securities for which the fair value is the aggregate market value based on quoted market prices (level 1).
Transfers between Level 1, 2 and 3
There were no transfers between these levels in 2024 and 2023.
Financial risk management
In the course of its normal business, Frontline plc is exposed to the following risks:
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Market risk (interest rate risk, foreign currency risk and price risk)
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Frontline plc's activities do not substantially differ from the Frontline’s group. See Note 19 Financial Instruments - Fair Values And Risk Management in the Consolidated
financial statements.
The following are the remaining contractual maturities of financial liabilities:
The carrying values of fixed and floating rate debt include expected payments of accrued interest as of the reporting date. The interest on floating rate debt is based on the SOFR spot rate as of December 31, 2023. The interest rate on fixed
rate debt was based on the contractual interest rate for the period presented. It is not expected that the cash flows included in the table above (the maturity analysis) could occur significantly earlier, or at significantly different amounts
that stated above.
The authorized share capital of Frontline plc as of December 31, 2024 is $600,000,000 (2023: $600,000,000) divided into
600,000,000 shares (2023: 600,000,000) of $1.00 nominal value each, of which 222,622,889 shares of $1.00 nominal value each are in issue and fully paid as of December 31, 2024 and 2023.
The movement in the number of shares outstanding during the years ended December 31, 2024, 2023 and 2022 are as follows:
13. SHARE OPTIONS
In December 2021, the Board of Directors approved the grant of 1,280,000 synthetic options to employees of its
subsidiaries and board members according to the rules of Frontline plc’s synthetic option scheme approved on December 7, 2021. The synthetic options have a five year term expiring in December 2026. The vesting period is 12 months for the first
27.5% of options, 24 months for the next 27.5% of options and 36 months for the final 45% of options. The exercise price is NOK 71, which shall increase by NOK 5 on each of December 7, 2023, and December 7, 2024, and will further be adjusted
for any distribution of dividends made before the relevant synthetic options are exercised. The synthetic options will be settled in cash based on the difference between the market price of Frontline plc’s shares and the exercise price on the
date of exercise, and as such, have been classified as a liability. The synthetic options are not subject to a retention period. There were no options awarded in 2022, 2023 or 2024. 400,000 of these synthetic options have been awarded to board
members of Frontline plc and the remaining liability is included in Investments in Subsidiaries.
The synthetic options have an estimated expected life of 3.4 years. The risk-free interest rate was estimated
using the interest rate on three year U.S. treasury zero coupon issues for the options granted. The volatility was estimated using historical share price data. The dividend yield was estimated at 0% as the exercise price is reduced by all
dividends declared by Frontline plc from the date of grant to the exercise date. It was assumed that all of the options granted will vest.
The initial exercise price for the synthetic options granted was reduced by the amount of dividends paid after the date of grant.
As of December 31, 2024, all of these options had vested. As of December 31, 2024, 80,000 options had been forfeited (2023: 80,000) and 104,000 options were exercised (2023: 44,000) at a weighted average exercise price of $4.15. As of December
31, 2024, 216,000 options remained outstanding (2023: 276,000) and exercisable (2023: 132,000). The subsequent remeasurement of fair value of the synthetic options resulted in a gain of $0.4 million for the year ended December 31, 2024 (2023:
expense of $2.5 million).
As of December 31, 2024, the weighted average exercise price of the outstanding and exercisable options was $2.22 (2023
outstanding: $4.48, 2023 exercisable: $4.13) and Frontline's share price was $14.19.
The weighted average fair value of the synthetic options was $6.54 per share. The synthetic options had a fair
value of $3.3 million as of December 31, 2024 (2023: $4.4 million) and Frontline plc recorded a liability of $3.3 million as of December 31, 2024 (2023: $3.7 million). The intrinsic value of liabilities which had vested as of December 31, 2024
was $2.6 million (2023: $2.1 million).
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14.
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RELATED PARTY TRANSACTIONS AND AFFILIATED COMPANIES
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Frontline plc, through its subsidiaries, transacts business with the following related parties: Seatankers Management Norway AS,
Seatankers Management Co. Ltd, Avance Gas and Alta Trading UK Limited. Frontline plc, through its subsidiaries, also owns interests in TFG Marine and Clean Marine AS (through its interest in FMS Holdco) which are accounted for as equity method
investments by the Company's subsidiaries.
Frontline plc, through its subsidiaries, also transacts business with the following affiliated companies,
being companies in which Hemen and companies associated with Hemen have significant influence: SFL, Flex LNG Ltd, Front Ocean Management and Golden Ocean. On March 12, 2025, Hemen disposed of its entire shareholding in Golden Ocean via a sale
to a third party at which time Golden Ocean ceased to be affiliated with the Company.
In the year ended December 31, 2024, Frontline plc recognized interest expense of $6.0 million (2023: $11.7 million, 2022:
$13.3 million) in relation to senior unsecured facility agreement with an affiliate of Hemen. In the year ended
December 31, 2024, Frontline plc recognized interest expense of $12.5 million (2023: $0.3 million, 2022: nil) in relation to the subordinated unsecured shareholder loan from Hemen.
A summary of Frontline plc's subsidiary transactions with related parties and affiliated companies is provided in Note 22 of the
Consolidated Financial Statements of Frontline.
Related party and affiliated company balances
A summary of balances due from related parties and affiliated companies at December 31, 2024 and December 31, 2023 was as follows:
The Company had nil balances due to related parties and affiliated companies at December 31, 2024 and December 31, 2023. A summary of debt due to
related parties and affiliated companies at December 31, 2024 and 2023 was as follows:
Refer to Note 6 and 12 for further details of shares issued to Hemen in connection with the CMB.TECH share acquisition.
Refer to Note 15 for further details of guarantees provided in relation to the Company's business with and investment in TFG Marine.
Transactions with key management personnel
The total amount of the remuneration earned by all directors and key management personnel for their services was as follows:
The Directors annually review the remuneration of the members of key management personnel. Directors' fees are approved annually by the AGM. Total
remuneration consists of a fixed and a variable component and can be summarized as follows:
Refer to Note 13 for further details of the synthetic option scheme.
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15.
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COMMITMENTS AND CONTINGENCIES
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As of December 31, 2024, Frontline plc has agreed to provide a $60.0 million guarantee in respect of the performance of its
subsidiaries, and two subsidiaries of an affiliate of Hemen, under a bunker supply arrangement with TFG Marine, a related party. As of December 31, 2024, there are no amounts payable under this guarantee. In addition, should TFG Marine be
required to provide a parent company guarantee to its bunker suppliers or finance providers then for any guarantee that is provided by the Trafigura Group and becomes payable, Frontline shall pay a pro rata amount based on its share of the
equity in TFG Marine. The maximum liability under this guarantee is $6.0 million and there are no amounts payable under this guarantee as at December 31, 2024.
In June 2024, the Company attended an introductory hearing before the Enterprise Court in Antwerp, Belgium, in response to a
summons received from certain funds managed by FourWorld Capital Management LLC (“FourWorld”) in connection with their claims pertaining to the integrated solution for the strategic and structural deadlock within former Euronav NV announced on
October 9, 2023, and former Euronav NV’s acquisition of CMB.TECH NV on December 22, 2023. FourWorld claims that the transactions should be rescinded and in addition has requested the court to order Compagnie Maritime Belge NV and Frontline to
pay damages in an amount to be determined during the course of the proceedings. A procedural calendar has been agreed and the case is scheduled for oral court pleadings in May 2026, after which a judgment will be rendered. The Company finds the
claims to be without merit and intends to vigorously defend against them.
In February 2025, the Board of Directors declared a dividend of $0.20 per share for the fourth quarter of 2024.
The record date for the dividend was March 14, 2025, the ex-dividend date was March 14, 2025, for shares listed on the New York Stock Exchange and March 13, 2025, for shares listed on the Oslo Stock Exchange, and the dividend was paid on March
31, 2025.

Independent Auditor's Report
To the Members of Frontline Plc
Report on the Audit of the Consolidated Financial Statements and the Parent Company Financial Statements
Our opinion
In our opinion, the accompanying consolidated financial statements of Frontline Plc and its subsidiaries (together the “Group”)
and the parent company financial statements of Frontline Plc (the “Company”) give a true and fair view of the financial position of the Group and the Company as at 31 December 2024, and of their consolidated and parent company financial
performance and their consolidated and parent company cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
What we have audited
We have audited the consolidated financial statements and the parent company financial statements which are presented in pages 46 to
112 and comprise:
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the consolidated statement of financial position and the statement of financial position of the Company as at 31 December 2024;
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the consolidated statement of profit or loss and the statement of profit or loss of the Company for the year then ended;
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the consolidated statement of comprehensive income and the statement of comprehensive income of the Company for the year then ended;
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the consolidated statement of cash flows and the statement of cash flows of the Company for the year then ended;
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the consolidated statement of changes in equity and the statement of changes in equity of the Company for the year then ended; and
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the notes to the consolidated financial statements and the parent company financial statements, which include material accounting policy information.
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The financial reporting framework that has been applied in the preparation of the consolidated financial statements and the parent
company financial statements is IFRS Accounting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
PricewaterhouseCoopers Ltd, City House, 6 Karaiskakis Street, CY-3032 Limassol, Cyprus P O Box 53034, CY-3300
Limassol, Cyprus
T: +357 25 - 555 000,
F: +357 - 25 555 001, www.pwc.com.cy
PricewaterhouseCoopers Ltd is a private company registered in Cyprus (Reg. No.143594). Its
registered office is at 43 Demostheni Severi Avenue, CY-1080, Nicosia. A list of the company’s directors, including for individuals the present and former (if any) name and surname and nationality, if not Cypriot and for legal entities the
corporate name, is kept by the Secretary of the company at its registered office. PwC refers to the Cyprus member firm, PricewaterhouseCoopers Ltd and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please
see www.pwc.com/structure for further details.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards
are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and the Parent Company Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group and the Company throughout the period of our appointment in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) together with the ethical
requirements that are relevant to our audit of the consolidated financial statements and the parent company financial statements in Cyprus and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
IESBA Code.
Key audit matters incorporating the most significant risks of material misstatements, including assessed risk of
material misstatements due to fraud
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated
financial statements and the parent company financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements and the parent company financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key Audit Matter
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How our audit addressed the Key Audit Matter
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Impairment indicator assessment for the Group’s vessels and equipment and the Company’s investments in subsidiaries
As described in Note 12 to the consolidated financial statements, the carrying amount of the Group’s vessels and equipment was
$5,246.7 million as of December 31, 2024.
As described in Note 8 to the parent company financial statements, the carrying amount of the Company’s investments in subsidiaries was
$2,337.9 million as of December 31, 2024.
Management reviews the carrying amount of vessels and equipment for potential impairment whenever events or changes in circumstances indicate
that the carrying amount of the asset or cash-generating unit might not be recoverable.
Indicators of impairment are identified by management based on a combination of internal and external factors which include significant
management judgements and assumptions, related to the development of estimated market values received from independent ship brokers of the vessels, as well as developments in forecasted
time charter equivalent rates (“TCE rates”).
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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the
consolidated financial statements and the parent company financial statements.
These procedures included evaluating the design and implementation and testing the operating effectiveness of controls related to management’s
impairment indicator assessment for the Group’s vessels and equipment, including controls over the development of estimated market values received from independent ship brokers of the vessels, as well as developments in forecasted TCE
rates.
These procedures also included, among others, testing management’s process for assessing impairment indicators, testing the completeness,
accuracy, reliability and relevance of the underlying data, and evaluating the significant assumptions and judgements used by management.
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The principal consideration for our determination that performing procedures relating to the impairment indicator assessment for vessels and
equipment held and used by the Group is a key audit matter is the significant judgement applied by management in assessing the impairment indicators. This, in turn, led to a high degree of auditor judgement and effort in performing
procedures to evaluate the significant assumptions used by management, related to the estimated market values received from independent ship brokers of the vessels, as well as developments in forecasted TCE rates.
As the Company uses the equity method of accounting to account for its investments in subsidiaries in the parent company financial statements, the above key audit
matter applies equally to the Company’s “Investments in
subsidiaries”.
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Evaluating management’s assumptions related to estimated market values received from independent ship brokers of the vessels, as well as
developments in forecasted TCE rates, involved evaluating whether the assumptions used by management were reasonable considering (i) the consistency with external market and industry data, and (ii) whether the assumptions were
consistent with evidence obtained in other areas of the audit.
We also evaluated the competence, capability, and objectivity of the independent ship brokers used by management.
We read Note 12 to the consolidated financial statements and Note 8 to the parent company financial
statements and assessed the content as appropriate.
No matters of consequence arose from our procedures.
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Reporting on other information
The Board of Directors is responsible for the other information. The other information comprises the information included in the
Board of Directors and Other Officers, Statement of the Members of the Board of Directors and Other Responsible Persons of the Company for the Financial Statements, the Corporate Governance Report, the Remuneration Report and the Management
Report but does not include the consolidated financial statements and the parent company financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements and the parent company financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements and the parent company financial statements, our responsibility is to read the
other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements and the parent company financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this
regard.
Responsibilities of the Board of Directors and those charged with governance for the
Consolidated Financial Statements and the Parent Company Financial Statements
The Board of Directors is responsible for the preparation of the consolidated financial statements and the parent company financial
statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors
determines is necessary to enable the preparation of consolidated financial statements and parent company financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements and the parent company financial statements, the Board of Directors is responsible for assessing the
Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group
and the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s and the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and the Parent Company Financial
Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements and the parent company financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these consolidated financial statements and the parent company financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements and the parent company financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Group’s and the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
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Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the consolidated financial statements and the parent company financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements and the parent company financial statements, including the
disclosures, and whether the consolidated financial statements and the parent company financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.
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Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the
Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible
for our audit opinion.
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial
statements and the parent company financial statements of the current period and are therefore the key audit matters.
Report on Other Legal and Regulatory Requirements
Pursuant to the requirements of Article 10(2) of the EU Regulation 537/2014 we provide the following
information in our Independent Auditor’s Report, which is required in addition to the requirements of International Standards on Auditing.
Appointment of the Auditor and Period of Engagement
We were first appointed as auditors of the Group and of the Company on 20 December 2022 at the Special General Meeting of
Shareholders, for the audit of the consolidated financial statements and the parent company financial statements for the year ended 31 December 2022. Our appointment has been renewed annually by shareholder resolution representing a total
period of uninterrupted engagement appointment of 3 years.
Consistency of the Additional Report to the Audit Committee
We confirm that our audit opinion on the consolidated financial statements and the parent company financial statements expressed in
this report is consistent with the additional report to the Audit and Risk Committee of the Company, which we issued on 2 April 2025 in accordance with Article 11 of the EU Regulation 537/2014.
Provision of Non-audit Services
We declare that no prohibited non-audit services referred to in Article 5 of the EU Regulation 537/2014 and Section 72 of the
Auditors Law of 2017 were provided. In addition, there are no non-audit services which were provided by us to the Group or to the Company and which have not been disclosed in the consolidated financial statements and the parent company
financial statements or the Management Report.
European Single Electronic Format
We have examined the digital files of the European Single Electronic Format (ESEF) of Frontline Plc for the year ended 31 December
2024 comprising an XHTML file which includes the consolidated financial statements and the parent company financial statements for the year then ended and XBRL files with the marking up carried out by the entity of the consolidated statement of
financial position as at 31 December 2024, and the consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then
ended, and all disclosures made in the consolidated financial statements or made by cross-reference therein to other parts of the annual financial report for the year ended 31 December 2024 that correspond to the elements of Annex II of the EU
Delegated Regulation 2019/815 of 17 December 2018 of the European Commission, as amended from time to time (the “ESEF Regulation”) (the “digital files”).
The Board of Directors of Frontline Plc is responsible for preparing and submitting the consolidated and the parent company
financial statements for the year ended 31 December 2024 in accordance with the requirements set out in the ESEF Regulation.
Our responsibility is to examine the digital files prepared by the Board of Directors of Frontline Plc. According to the Audit Guidelines issued by the
Institute of Certified Public Accountants of Cyprus (the “Audit Guidelines”), we are required to plan and perform our audit procedures in order to examine whether the content of the consolidated and parent company financial statements included
in the digital files correspond to the consolidated and parent company financial statements we have audited, and whether the format and marking up included in the digital files have been prepared in all material respects, in accordance with the
requirements of the ESEF Regulation.
In our opinion, the digital files examined correspond to the consolidated and parent company financial statements, and the
consolidated financial statements included in the digital files, are presented and marked-up, in all material respects, in accordance with the requirements of the ESEF Regulation.
Other Legal Requirements
Pursuant to the additional requirements of the Auditors Law of 2017, we report the following:
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In our opinion, based on the work undertaken in the course of our audit, the Management Report has been prepared in accordance with the requirements of the Cyprus
Companies Law, Cap. 113, and the information given is consistent with the consolidated financial statements and the parent company financial statements.
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In light of the knowledge and understanding of the Group and the Company and their environment obtained in the course of the audit, we are required to report if we
have identified material misstatements in the Management Report. We have nothing to report in this respect.
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In our opinion, based on the work undertaken in the course of our audit, the information included in the corporate governance statement in accordance with the
requirements of subparagraphs (iv) and (v) of paragraph 2(a) of Article 151 of the Cyprus Companies Law, Cap. 113, has been prepared in accordance with the requirements of the Cyprus Companies Law, Cap. 113, and is consistent with the
consolidated financial statements and the parent company financial statements.
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In our opinion, based on the work undertaken in the course of our audit, the corporate governance statement includes all information referred to in subparagraphs (i),
(ii), (iii), (vi) and (vii) of paragraph 2(a) of Article 151 of the Cyprus Companies Law, Cap. 113.
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In light of the knowledge and understanding of the Group and the Company and their environment obtained in the course of the audit, we are required to report if we
have identified material misstatements in the corporate governance statement in relation to the information disclosed for items (iv) and (v) of subparagraph 2(a) of Article 151 of the Cyprus Companies Law, Cap. 113. We have nothing to
report in this respect.
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Other Matter
This report, including the opinion, has been prepared for and only for the Company’s members as a body in accordance with Article
10(1) of the EU Regulation 537/2014 and Section 69 of the Auditors Law of 2017 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this
report may come to.
The engagement partner on the audit resulting in this independent auditor’s report is Tasos Nolas.
Tasos Nolas
Certified Public Accountant and Registered Auditor for and on behalf of
PricewaterhouseCoopers Limited
Certified Public Accountants and Registered Auditors
City House, 6 Karaiskakis Street, CY-3032 Limassol, Cyprus
7 April 2025