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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Frontline Plc | NYSE:FRO | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.46 | 1.79% | 26.19 | 26.74 | 26.155 | 26.66 | 1,682,369 | 01:00:00 |
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FRONTLINE PLC
(registrant)
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Dated: November 24, 2023
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By:
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/s/ Inger M. Klemp
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Name: Inger M. Klemp
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Title: Principal Financial Officer
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• |
FRO – Notice of Annual General Meeting 2023
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• |
• |
• |
FRO – Directors Remuneration Policy
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• |
FRO – Directors Report
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• |
FRO – Remuneration Report 2022
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1. |
To re-elect John Fredriksen as a Director of the Company.
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2. |
To re-elect James O’Shaughnessy as a Director of the Company.
|
3. |
To re-elect Ola Lorentzon as a Director of the Company.
|
4. |
To re-elect Ole B. Hjertaker as a Director of the Company.
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5. |
To re-elect Steen Jakobsen as a Director of the Company.
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6. |
To re-elect Marios Demetriades as a Director of the Company.
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7. |
To elect Cato Stonex as a Director of the Company.
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8. |
To re-appoint PricewaterhouseCoopers of Limassol, Cyprus as auditors and to authorise the Directors to determine their remuneration.
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9. |
To approve the remuneration of the Company’s Board of Directors of a total amount of fees not to exceed USD 600,000 for the year ended
December 31, 2023.
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10. |
To amend the Articles of Association of the Company.
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11. |
To approve with effect from 12:00 p.m. (Cyprus time) on 12th December, 2023 (the “Effective Date”) and for a period of twelve
(12) calendar months from the Effective Date the exclusion of the shareholders’ right of pre-emption with respect to any offer by the Company to the public against cash consideration, as may be decided by the Board of Directors from time
to time, of a maximum of 377,377,111 ordinary shares of nominal value USD 1 each ranking pari passu with the existing ordinary shares of the Company at a subscription price which shall be determined by the Board of Directors not lower
than USD 1 per share.
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12. |
To approve with effect from 12:00 pm (Cyprus time) on 12th December, 2023 (the “Effective Date”) and for a period of twelve
(12) calendar months from the Effective Date the exclusion of the shareholders’ right of pre-emption with respect to any offer by the Company to the public for cash consideration as may be decided by the Board of Directors from time to
time, of a maximum of 377,377,111 debentures or other securities convertible into ordinary shares of nominal value USD 1 each ranking pari passu with the existing ordinary shares of the Company or options or other securities carrying the
right to subscribe for ordinary shares of the Company of nominal value USD 1 each ranking pari passu with the existing ordinary shares of the Company at a subscription price which shall be determined by the Board of Directors not lower
than USD 1 per security.
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13. |
To approve the Company’s proposed Remuneration Policy with respect to the Company’s Directors pursuant to the provisions of The
Encouragement of Long-Term Shareholders Engagement Law 111(I)/2021.
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14. |
To approve on an advisory vote basis the Company’s Remuneration Report for the year ended December 31st, 2022 pursuant to the
provisions of the Encouragement of Long-Term Shareholders Engagement Law 111(I)/2021.
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1. |
The Board has fixed the close of business on 20th November, 2023 as the record date for the determination of the shareholders
entitled to attend and vote at the Annual General Meeting or any adjournment thereof.
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2. |
No shareholder shall be entitled to attend unless written notice of the intention to attend, vote and/or submit questions with respect to
the matters stated in the agenda in person or by proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney is sent to the Company Secretary, to
reach the Registered Office at 8, John Kennedy Street, IRIS House, Office 740B, 3106 Limassol, Cyprus by not later than 48 hours before the time of holding the meeting.
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3. |
A Form of Proxy is enclosed for use by the holders of shares in connection with the business set out above.
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4. |
Any shareholder or shareholders which hold individually or collectively at least 5% of the total voting rights of all shareholders who
have the right to vote shall have the right to add items to the agenda of the Annual General Meeting provided that each such item is accompanied by reasons which justify its inclusion or a draft resolution to be adopted in the general
meeting and provided written notice of such an intention is received in written form at the registered office of the Company at 8, John Kennedy Street, IRIS House, Office 740B, 3106 Limassol, Cyprus at least 42 days prior to the date of
the Annual General Meeting.
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5. |
Resolutions 1 – 9 and 13 set out above are Ordinary Resolutions, approval of which will require the affirmative vote of a simple majority
of the votes cast. Resolution 10 is a Special Resolution approval of which will require the affirmative vote of at least 75% of the votes cast. Resolutions 11 and 12 shall require the affirmative vote of 2/3rds of the votes corresponding
to the represented issued share capital. If however at least half of the issued share capital is represented a simple majority of the votes cast shall be sufficient for approval. Resolution 14 will require the affirmative vote of a simple
majority of the votes cast. However voting on this proposal is on an advisory basis only.
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6. |
Copies of (i) this Notice (ii) the audited consolidated financial statements of the Company for the year ended 31st December, 2022, included in its Annual Report (iii) a Directors’ Report explaining the reasons for the proposed
exclusion of the shareholders’ right of pre-emption as per Proposals 11 and 12 hereabove (iii) a copy of the Proposed Remuneration Policy as per Proposal 13 (iv) a copy of the Remuneration Report of the Company for the year ended 31st December, 2022 (v) copies of the proposed resolutions 1 – 14 hereabove and (vi) the total number of shares and voting rights on the date of this Notice can be viewed in the
Company’s web-site www.frontlineplc.cy and/or can be collected from the Company’s Registered Office at 8, John Kennedy Street, IRIS House, Office 740B,
3106 Limassol, Cyprus.
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(i) |
Article 1 (Interpretation) – By the deletion of the terms Combination Agreement, Combined Company, Euronav, Euronav Board, Euronav
Shares, Merger, Merger Completion, Squeeze Out, Takeover Decree, Takeover Law, Tender Offer, Tender Offer Completion, Tender Offer Settlement;
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(ii) |
Article 48 (Alteration of Capital) – By the deletion of the words “or if as a result of the Tender
Offer Completion or similar arrangements” 01st and 02nd line;
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(iii) |
Article 82(a) (Directors) – By the deletion of the words “other than during the Interim Period A or
Interim Period B” 03rd and 04th line;
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(iv) |
Article 82(c) (Directors) – By the deletion of the words “For the avoidance of doubt, this regulation
82(c) shall not apply during the Interim Period A or Interim Period B” 05th and 06th line;
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(v) |
Article 102 (Removal of Directors) – By the deletion of the words “(subject to Regulation 136)” 03rd
line;
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(vi) |
Article 136 (Interim Governance Provisions) – By the deletion of the said Article 136 in its entirety;
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(vii) |
By reason of the deletion of Article 136 the re-numbering of Articles 137, 138, 139, 140, 141, 142 and 143 to 136, 137, 138, 139, 140,
141 and 142 respectively.
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Proposals
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For
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Against
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Abstain
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1. To re-elect John Fredriksen as a Director of the Company.
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2. To re-elect James O’Shaughnessy as a Director of the Company.
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3. To re-elect Ola Lorentzon as a Director of the Company.
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4. To re-elect Ole B. Hjertaker as a Director of the Company.
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5. To re-elect Steen Jakobsen as a Director of the Company.
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6. To re-elect Marios Demetriades as a Director of the Company.
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7. To elect Cato Stonex as a Director of the Company.
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8. To re-appoint PricewaterhouseCoopers of Limassol, Cyprus as auditors
and to authorize the Directors to determine their remuneration.
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9. To approve the remuneration of the Company’s Board of Directors of a
total amount of fees not to exceed USD 600,000 for the year ended December 31, 2023.
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10 To approve the amendments of the Company’s Articles of Association.
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11. To approve the exclusion of the shareholders’ right of pre-emption with respect to any offer of new ordinary
shares of the Company to the public against cash consideration for a period of twelve (12) calendar months with effect from 12:00 pm on 12th December, 2023.
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12. To approve the exclusion of the shareholders’ right of pre-emption with the respect to any offer of debentures or other securities convertible into ordinary shares or options
or other securities carrying the right to subscribe for ordinary shares of the Company to the public against cash consideration for a period of twelve (12) calendar months with effect from 12:00 pm on 12th December, 2023.
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13. To approve the Company’s proposed Remuneration Policy with respect to the Company’s
Directors.
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14. To approve on an advisory basis the Company’s Remuneration Report
for the year ended December 31st, 2022
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1. |
A Shareholder entitled to attend and vote at a meeting may appoint one or more proxies to attend and, on a poll, vote
instead of him.
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2. |
Proxies appointed by a single Shareholder need not all exercise their vote in the same manner.
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3. |
In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be
accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the Register of Members.
|
4. |
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by a duly
authorised officer or attorney.
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5. |
If it is desired to appoint by proxy any person other than the Chairman of the Meeting, his/her name should be
inserted in the relevant place, reference to the Chairman deleted and the alteration initialed.
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6. |
This proxy should be completed and be sent to reach one of the following addresses, as appropriate, by not later than
48 hours before the time for holding the meeting.
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1. Introduction
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4
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1.1. Purpose
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4
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1.2. Scope and applicability
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4
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1.3. Board of directors
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4
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2. Policy
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5
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2.1. Determining the Policy
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5
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2.2. Forms of Remuneration
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6
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2.2.1. Fixed Remuneration
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6
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2.2.2. Variable Remuneration
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6
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2.2.3. Synthetic Option Scheme
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7
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2.2.4. Other Benefits
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8
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2.3. Derogation
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8
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2.4. Conflicts of Interest
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8
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2.5. Duration of Directors’ Contracts
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9
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2.6. Claw-back Term
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9
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3. Miscellaneous
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10
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3.1. Policy Approval and Publication
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10
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Board
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The Board of Directors of the Company
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Director(s)
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(i) any member of the administrative, management or supervisory bodies of the Company;
(ii) managing director, and if applicable, the alternate managing director;
(iii) other persons who perform functions similar to those performed under point (i) or (ii) and include the CEO
For the purposes of this Remuneration Policy, and for the avoidance of any doubt, the term “Director” extends to include the Company’s
Executive Officers as herein defined, despite the fact that they are not appointed members of the Board and therefore reference in this Remuneration Policy to Directors shall include Executive Officers unless otherwise provided.
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CEO
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Chief executive officer
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Company
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FRONTLINE PLC
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Companies’ Law
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The Companies’ Law, Cap. 113 as amended from time to time
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Executive Officers
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Chief Executive Officer
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Law
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Law on the Encouragement of Long-term Shareholder Engagement 111(I)/2021 as amended from time to time
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i. |
Long-term strategy, interest and sustainability of the Company;
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ii. |
Competitiveness and market trends for similar positions and duties;
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iii. |
Professional experience and seniority of each Director;
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iv. |
Responsibilities and duties of each Director;
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v. |
Professional knowledge and skills of each Director;
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vi. |
Academic and professional qualifications;
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vii. |
Performance by each Director;
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viii. |
Time devoted to the affairs of the Company by each Director;
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ix. |
Financial results of the Company for any remuneration which is not fixed in advance;
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x. |
Applicable laws and regulations;
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- |
compliance with internal policies and applicable laws;
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- |
quality of the work performed;
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- |
timely delivery of tasks;
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- |
initiatives taken;
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- |
steps taken by the Director, which contributed to the growth of the Company, including financial results or networking and contacts development;
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- |
teamwork ability;
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(a) |
for the CEO only, annual bonuses which have been paid or accrued during the reported financial year. Such bonuses are provided at the discretion of the Board of
Directors.
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(b) |
the total fair value of the synthetic options, as calculated based on the difference between the exercise price and market price of the underlying shares on the
vesting date, which as a result of the fulfilment of predetermined performance criteria where the time span of the relevant performance criteria did not exceed one year, were granted or offered in previous years but that vested during the
reported financial year.
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(a) |
where this becomes necessary by operation of any law or regulation or as a respond to any legal or regulatory matters,
|
(b) |
essential changes to the operation of the Company or
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(c) |
any circumstance which affects the overall objectives of the Company.
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Frontline Plc – Annual Report and Financial Statements 2022
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1
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Name
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Position
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Start date
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End date
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Ola Lorentzon
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Chairman and Non-Executive Director
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not applicable
|
not applicable
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John Fredriksen
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Non-Executive Director
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not applicable
|
not applicable
|
James O'Shaughnessy
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Non-Executive Director and Audit Committee Chairman
|
not applicable
|
not applicable
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Ole B. Hjertaker
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Non-Executive Director
|
May 2, 2022
|
not applicable
|
Steen Jakobsen
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Non-Executive Director
|
May 2, 2022
|
not applicable
|
Marios Demetriades
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Non-Executive Director and Audit Committee member
|
October 4, 2022
|
not applicable
|
Tor Svelland
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Non-Executive Director
|
not applicable
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May 2, 2022
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Jens Martin Jensen
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Non-Executive Director
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not applicable
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September 30, 2022
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Lars H. Barstad
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Chief Executive Officer of Frontline Management AS
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not applicable
|
not applicable
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|
Fixed
|
Variable
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|||||||
(in thousands of $)
|
Base salary
|
Other
|
Fees benefits
|
One-year variable
|
Multi-year variable
|
Pension
expense |
Total
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Proportion fixed
|
Proportion variable
|
Ola Lorentzon
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—
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150
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—
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238
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—
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—
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388
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39 %
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61 %
|
John Fredriksen
|
—
|
60
|
—
|
119
|
—
|
—
|
179
|
34 %
|
66 %
|
James O'Shaughnessy
|
—
|
85
|
—
|
119
|
—
|
—
|
204
|
42 %
|
58 %
|
Ole B. Hjertaker
|
—
|
40
|
—
|
—
|
—
|
—
|
40
|
100 %
|
— %
|
Steen Jakobsen
|
—
|
40
|
—
|
—
|
—
|
—
|
40
|
100 %
|
— %
|
Marios Demetriades
|
—
|
15
|
—
|
—
|
—
|
—
|
15
|
100 %
|
— %
|
Tor Svelland
|
—
|
41
|
—
|
—
|
—
|
—
|
41
|
100 %
|
— %
|
Jens Martin Jensen
|
—
|
34
|
—
|
—
|
—
|
—
|
34
|
100 %
|
— %
|
Lars H. Barstad
|
376
|
—
|
—
|
820
|
—
|
22
|
1,218
|
33 %
|
67 %
|
Total
|
376
|
465
|
—
|
1,296
|
—
|
22
|
2,159
|
40 %
|
60 %
|
Frontline Plc – Annual Report and Financial Statements 2022
|
2
|
• |
annual bonuses which have been paid or accrued during the reported financial year. Such bonuses are at the discretion of the Board.
|
• |
the fair value of the synthetic options, as calculated based on the difference between the exercise price and market price of the underlying shares on
the vesting date, which as a result of the fulfilment of predetermined performance criteria where the time span of the relevant performance criteria did not exceed one year, were granted or offered in previous years but that vested
during the reported financial year. No options were exercised in the year.
|
Opening balance
|
Closing balance
|
||||||||||||||||
Name
|
Vesting date
|
Options held at the beginning of the year
|
Options vested
|
Options lapsed
|
Options awarded and unvested
|
||||||||||||
Ola Lorentzon
|
07/12/2022
|
44,000
|
(44,000
|
)
|
—
|
—
|
|||||||||||
Ola Lorentzon
|
07/12/2023
|
44,000
|
—
|
—
|
44,000
|
||||||||||||
Ola Lorentzon
|
07/12/2024
|
72,000
|
—
|
—
|
72,000
|
||||||||||||
John Fredriksen
|
07/12/2022
|
22,000
|
(22,000
|
)
|
—
|
—
|
|||||||||||
John Fredriksen
|
07/12/2023
|
22,000
|
—
|
—
|
22,000
|
||||||||||||
John Fredriksen
|
07/12/2024
|
36,000
|
—
|
—
|
36,000
|
||||||||||||
James O'Shaughnessy
|
07/12/2022
|
22,000
|
(22,000
|
)
|
—
|
—
|
|||||||||||
James O'Shaughnessy
|
07/12/2023
|
22,000
|
—
|
—
|
22,000
|
||||||||||||
James O'Shaughnessy
|
07/12/2024
|
36,000
|
—
|
—
|
36,000
|
||||||||||||
Tor Svelland
|
07/12/2022
|
22,000
|
(22,000
|
)
|
—
|
||||||||||||
Tor Svelland
|
07/12/2023
|
22,000
|
(22,000
|
)
|
—
|
||||||||||||
Tor Svelland
|
07/12/2024
|
36,000
|
(36,000
|
)
|
—
|
||||||||||||
Lars H. Barstad
|
07/12/2022
|
110,000
|
(110,000
|
)
|
—
|
—
|
|||||||||||
Lars H. Barstad
|
07/12/2023
|
110,000
|
—
|
—
|
110,000
|
||||||||||||
Lars H. Barstad
|
07/12/2024
|
180,000
|
—
|
—
|
180,000
|
||||||||||||
Total
|
800,000
|
(198,000
|
)
|
(80,000
|
)
|
522,000
|
Frontline Plc – Annual Report and Financial Statements 2022
|
3
|
(in thousands of $)
|
2022 vs
2021
|
2021 vs
2020
|
2020 vs
2019
|
2019 vs
2018
|
2018 vs
2017
|
|||||||||||||||
Change in remuneration
|
||||||||||||||||||||
Non-executives
|
||||||||||||||||||||
Ola Lorentzon
|
36
|
54
|
—
|
—
|
—
|
|||||||||||||||
John Fredriksen
|
(36
|
)
|
(54
|
)
|
—
|
—
|
—
|
|||||||||||||
James O'Shaughnessy
|
(34
|
)
|
49
|
51
|
19
|
|||||||||||||||
Ole B. Hjertaker
|
40
|
|||||||||||||||||||
Steen Jakobsen
|
40
|
—
|
—
|
—
|
—
|
|||||||||||||||
Marios Demetriades
|
15
|
—
|
—
|
—
|
—
|
|||||||||||||||
Tor Svelland
|
(19
|
)
|
40
|
20
|
—
|
—
|
||||||||||||||
Jens Martin Jensen
|
34
|
—
|
—
|
—
|
—
|
|||||||||||||||
Other non-executives
|
(47
|
)
|
(23
|
)
|
—
|
—
|
||||||||||||||
Executives
|
||||||||||||||||||||
Lars H. Barstad
|
264
|
295
|
64
|
—
|
—
|
|||||||||||||||
Other executives
|
(963
|
)
|
(49
|
)
|
22
|
14
|
||||||||||||||
Total
|
340
|
(626
|
)
|
12
|
73
|
33
|
||||||||||||||
Change in Company performance
|
||||||||||||||||||||
Change in profit or loss for the period
|
490,498
|
(427,836
|
)
|
272,903
|
148,852
|
255,981
|
Frontline Plc – Annual Report and Financial Statements 2022
|
4
|
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