Bermuda
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4412
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N/A
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.
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If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this
transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
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Emerging growth company
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.
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Item 20. |
Indemnification of Directors and Officers
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147. |
No Director, Alternate Director, Officer, member of a committee authorised under Bye-law 108, Resident Representative of the Company or their respective heirs, executors or administrators
shall be liable for the acts, receipts, neglects, or defaults of any other such person or any person involved in the formation of the Company, or for any loss or expense incurred by the Company through the insufficiency or deficiency of title
to any property acquired by the Company, or for the insufficiency of deficiency of any security in or upon which any of the monies of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or
tortious act of any person with whom any monies, securities, or effects shall be deposited, or for any loss occasioned by any error of judgment, omission, default, or oversight on his part, or for any other loss, damage or misfortune whatever
which shall happen in relation to the execution of his duties, or supposed duties, to the Company or otherwise in relation thereto.
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148. |
Every Director, Alternate Director, Officer, member of a committee constituted under Bye-Law 108, Resident Representative of the Company or their respective heirs, executors or administrators
shall be indemnified and held harmless out of the funds of the Company to the fullest extent permitted by Bermuda law against all liabilities loss damage or expense (including but not limited to liabilities under contract, tort and statute or
any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such Director, Alternate Director, Officer, committee member or Resident Representative and the
indemnity contained in this Bye-Law shall extend to any person acting as such Director, Alternate Director, Officer, committee member or Resident Representative in the reasonable belief that he has been so appointed or elected notwithstanding
any defect in such appointment or election.
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149. |
Every Director, Alternate Director, Officer, member of a committee constituted under Bye-Law 108, Resident Representative of the Company and their respective heirs, executors or administrators
shall be indemnified out of the funds of the Company against all liabilities incurred by him as such Director, Alternate Director, Officer, member of a committee constituted under Bye-Law 108, Resident Representative in defending any
proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with any application under the Companies Acts in which relief from liability is granted to him by the court.
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150. |
To the extent that any Director, Alternate Director, Officer, member of a committee constituted under Bye-Law 108, Resident Representative of the Company or any of their respective heirs,
executors or administrators is entitled to claim an indemnity pursuant to these Bye-Laws in respect of amounts paid or discharged by him, the relative indemnity shall take effect as an obligation of the Company to reimburse the person making
such payment or effecting such discharge.
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151. |
The Board of Directors may arrange for the Company to be insured in respect of all or any part of its liability under the provision of these Bye-laws and may also purchase and maintain
insurance for the benefit of any Directors, Alternate Directors, Officers, person or member of a committee authorised under Bye-law 108, employees or Resident Representatives of the Company in respect of any liability that may be incurred by
them or any of them howsoever arising in connection with their respective duties or supposed duties to the Company. This Bye-law shall not be construed as limiting the powers of the Board of Directors to effect such other insurance on behalf
of the Company as it may deem appropriate.
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152. |
Notwithstanding anything contained in the Principal Act, the Company may advance moneys to an Officer or Director for the costs, charges and expenses incurred by the Officer or Director in
defending any civil or criminal proceedings against them on the condition that the Director or Officer shall repay the advance if any allegation of fraud or dishonesty is proved against them.
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153. |
Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director, Alternate Director, Officer of the
Company, person or member of a committee authorised under Bye-law 108, Resident Representative of the Company or any of their respective heirs, executors or administrators on account of any action taken by any such person, or the failure of
any such person to take any action in the performance of his duties, or supposed duties, to the Company or otherwise in relation thereto.
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154. |
The restrictions on liability, indemnities and waivers provided for in Bye-laws 147 to 153 inclusive shall not extend to any matter which would render the same void pursuant to the Companies
Acts.
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155. |
The restrictions on liability, indemnities and waivers contained in Bye-laws 147 to 153 inclusive shall be in addition to any rights which any person concerned may otherwise be entitled by
contract or as a matter of applicable Bermuda law.
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Item 21. |
Exhibits and Financial Statement Schedules
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Item 22. |
Undertakings
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FRONTLINE LTD.
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By:
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/s/ Lars H. Barstad
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Name:
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Lars H. Barstad
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Title:
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Principal Executive Officer
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Name
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Position
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Date
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/s/ John Fredriksen
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John Fredriksen
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Director
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November 16, 2022
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/s/ James O’Shaughnessy
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James O’Shaughnessy
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Director
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November 16, 2022
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/s/ Ola Lorentzon
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Ola Lorentzon
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Chairman and Director
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November 16, 2022
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/s/ Steen Jakobsen
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Steen Jakobsen
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Director
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November 16, 2022
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/s/ Ole B. Hjertaker
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Ole B. Hjertaker
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Director
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November 16, 2022
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/s/ Marios Demetriades
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Marios Demetriades
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Director
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November 16, 2022
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/s/ Lars H. Barstad
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Lars H. Barstad
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Principal Executive Officer
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November 16, 2022
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/s/ Inger M. Klemp
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Inger M. Klemp
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Principal Financial Officer
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November 16, 2022
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PUGLISI & ASSOCIATES
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Authorized Representative
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Exhibit
Number |
Description
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2.1
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3.1
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3.2
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3.3
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3.4
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3.5
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3.6
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4.1
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5.1
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8.1
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8.2
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8.3
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10.1
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10.2
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10.3
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10.4
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10.5
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10.6
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10.7
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10.8
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21.1
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23.1
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23.2
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Consent of K.C. Saveriades & Co. LLC (included in Exhibit
5.1)*
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23.3
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Consent of MJM Limited (included in Exhibit 8.1)*
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23.4
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Consent of KPMG (included in Exhibit 8.2)**
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23.5
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Consent of Seward & Kissel LLP (included in Exhibit
8.3)*
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24.1
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107
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*
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Previously filed.
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**
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Filed herewith.
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1. |
Subject of opinion
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2. |
Documents Examined
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a) |
the Registration Statement, as herein above defined; and
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b) |
such other documents as we have deemed necessary in order to render this opinion.
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3. |
Opinion Limited to Cyprus Taxation Laws
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4. |
Assumptions
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a) |
the genuineness of all seals and signatures on, and the authenticity, accuracy and completeness of all Documents submitted to us whether as originals or copies;
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b) |
the conformity to originals of all Documents supplied to us as photocopies or facsimile copies;
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c) |
the accuracy and completeness of all factual representations and statements of fact made in the Documents;
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d) |
that where a Document has been examined by us in draft or specimen form, it will be or has been executed in the form of that draft;
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e) |
the power and authority of any persons signing or submitting the Documents delivered to us;
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f) |
that the Company will continue to the Republic of Cyprus as a public company limited by shares in accordance with the provisions of the Companies Law, Cap. 113; and
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g) |
the Documents are complete and have not been substituted, supplemented, amended or varied, that there are
no other arrangements between any of the parties which modify or supersede the content of the Documents and that there has been no change in the Documents and that all
continue to be in full force and effect and have not been amended or varied in any way prior to the date of this opinion.
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5. |
Opinion
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6. |
Disclosure
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