Golden Ocean Group

Investor Presentation • Aug 15, 2019

RESULTS Q2 - 2019 August 15, 2019

FORWARD LOOKING STATEMENTS

• Matters discussed in this presentation may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements, which include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. Words such as "believe," "anticipate," "intends," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect," "pending" and similar expressions identify forward-looking statements. The forward-looking statements in this presentation are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.
• In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies, fluctuations in currencies and interest rates, general market conditions, including fluctuations in charter hire rates and vessel values, changes in demand in the dry bulk market, changes in our operating expenses, including bunker prices, drydocking and insurance costs, the market for our vessels, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents, political events or acts by terrorists, and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission.
• Certain shipping, steel, Chinese and global industry information, statistics and charts contained herein have been derived from several sources. You are hereby advised that such industry data, charts and statistics have not been prepared specifically for inclusion in these materials and Golden Ocean has not undertaken any independent investigation to confirm the accuracy or completeness of such information

COMPANY UPDATE

HIGHLIGHTS

• The Company reports net loss of \$33.1 million and net loss per share of \$0.23 for the second quarter of 2019, compared with net loss of \$7.5 million and net loss per share of \$0.05 for the first quarter of 2019
  • Net loss for the second quarter of 2019 included mark to market losses on derivatives of \$13.3 million, or \$0.09 per share
• Adjusted EBITDA in the second quarter of 2019 was \$21.5 million, compared with \$36.0 million in the first quarter of 2019
• Declared four options for scrubber installations, increasing the total number of installations to 23
• Completed refinancing of the non-recourse loans for 14 vessels, reducing interest expense and cash break even levels
• Invested in Singapore Marine, a dry bulk freight operator
• Entered into a non-binding term sheet together with Trafigura and Frontline to establish a leading global supplier of marine fuels
• Announces a cash dividend of \$0.10 per share for the second quarter of 2019

4

PROFIT & LOSS

(in thousands of \$)	Q2 2019	Q1 2019	Quarterly Variance
Operating revenues	117,653	126,956	(9,303)
Voyage expenses	(32,905)	(34,199)	1,294
Net revenues	84,748	92,757	(8,009)
Ship operating expenses	(48,707)	(42,111)	(6,596)
Administrative expenses	(3,276)	(3,530)	254
Charter hire expenses	(15,828)	(15,788)	(40)
Depreciation / impairment	(23,978)	(22,875)	(1,103)
Net operating expenses	(91,789)	(84,304)	(7,485)
Net operating income (loss)	(7,041)	8,453	(15,494)
Net financial expenses	(14,214)	(15,320)	1,106
Derivatives and other financial income (loss)	(11,793)	(560)	(11,233)
Net income before taxation (loss)	(33,048)	(7,427)	(25,621)
Income Tax expense	38	38	-
Net income (loss)	(33,086)	(7,465)	(25,621)
Earnings (loss) per share: basic and diluted	(\$0.23)	(\$0.05)	(\$0.18)
Adjusted EBITDA	21,507	36,021	(14,514)
TCE per day	11,629	13,131	(1,502)

CASH FLOW DURING THE QUARTER

BALANCE SHEET

(in thousands of \$)	Q2 2019	Q1 2019	Quarterly Variance
ASSETS
Short term
Cash and cash equivalents (incl. restricted cash)	117,549	153,036	(35,487)
Other current assets	148,061	132,252	15,809
Long term
Restricted cash	45,708	46,115	(407)
Vessels (incl. newbuildings and held-for-sale)	2,365,773	2,384,506	(18,733)
Operating leases, right of use assets, net	196,827	201,124	(4,297)
Other long term assets	29,669	19,992	9,677
Total assets	2,903,587	2,937,025	(33,438)

LIABILITIES AND EQUITY

Total liabilities and equity	2,903,587	2,937,025	(33,438)
Equity	1,473,217	1,510,695	(37,478)
Non-current portion of operating lease obligations	165,084	170,976	(5,892)
Long term debt and capital lease	914,012	857,287	56,725
Long term
Other current liabilities	90,334	64,616	25,718
Current portion of operating leases	22,585	22,072	513
Current portion of long term debt and capital lease	238,355	311,379	(73,024)
Short term

CREDIT FACILITES

RECENT DEVELOPMENTS

• Three non-recourse facilities, financing 14 vessels, have been replaced by two new facilities with more favourable terms
• All loans are asset-backed with well-known shipping banks and fully guaranteed by GOGL
• An undrawn separate loan tranche of up to \$33 million, financing up to 11 scrubber installations, is in place
• Total amortization of \$21.2 million per quarter
• Average margin above LIBOR on bank financing is competitive at 2.25%

SELECTED COVENANTS

• Free cash of at least \$20 million or 5% of interest bearing debt
• Market Value Clause of 135%
• Value adjusted equity of at least 25% of its value adjusted total assets

DEBT MATURITIES

MODERN, EFFICIENT FLEET

• Fully-burdened Opex includes dry docking and management fees
• Eight vessels completed dry-dock in first half of 2019, which included installation of BWTS
• Additional 11 Capesize vessels are scheduled for drydock in 2019
• Average fleet age of less than six years and majority of the fleet designed with fuel-efficient engines and ballast water treatment systems
• Additional advantage to be gained through scrubber installations

FLEET DEPLOYMENT

Opportunistic chartering strategy with significant operating leverage

CHARTERING PROFILE

DRY BULK MARKET UPDATE

DRY BULK SUPPLY / DEMAND & UTILIZATION

Utilization increased to ~83.5% in the second quarter, rebounding from the pullback in the first quarter caused by iron ore export disruptions in Brazil

SUPPLY, DEMAND AND UTILIZATION RATE - DRY BULK SHIPS 10,000 DWT +

GROWTH IN VOLUMES DESPITE IRON ORE DISRUPTIONS

Volumes grew slightly year-over-year despite ~20mn metric tonne decrease in iron ore volumes

SEABORNE TRADE OF DRY BULK COMMODITIES (MAJOR IMPORTERS)

DECLINE IN BRAZIL IRON ORE PRODUCTION ARE REFLECTED IN Q2 2019 EXPORT FIGURES

QUARTERLY EXPORTED IRON ORE VOLUMES PER COUNTRY

WORLD STEEL PRODUCTION TRENDS

Chinese steel production growth remained strong, while the rest of the world was unchanged year over year

ANNUAL CHANGE IN STEEL PRODUCTION

INDIAN AND CHINA COAL IMPORTS UP SIGNIFCANTLY YEAR-OVER-YEAR

- 2011 2012 2013 2014 2015 2016 2017 2018 2019 Metric tonnes (millions) China Japan S. Korea India Other Asia Europe

COAL IMPORTS BY MAJOR IMPORTERS CHINA AND INDIA COAL INVENTORIES

CONTINUED YEAR OVER YEAR GROWTH IN ELECTRICITY CONSUMPTION SUPPORTS COAL DEMAND IN CHINA

CHINESE ELECTRICITY OUTPUT

CHINESE ELECTRICITY OUTPUT BY SOURCE

Coal-derived electricity output Hydropower output Other output sources

U.S. GRAIN EXPORTS CONTINUE TO BE DISRUPTED BY TRADE TENSIONS

GRAIN EXPORTS BY SOURCE

SOYBEAN AND SOYBEAN MEAL EXPORTS BY SOURCE

CAPESIZE FLEET GROWTH SLOWING ON HIGHER SCRAPPING

-4,0 -2,0 0,0 2,0 4,0 6,0 8,0 10,0 12,0 Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Mill dwt LTM Delivered: 13.6m dwt LTM Scrapped: 5.4m dwt

HANDYMAX / SUPRAMAX HANDYSIZE

CAPESIZE PANAMAX / POST-PANAMAX

PROJECTED FLEET GROWTH IS MODERATE VERSUS HISTORICAL LEVELS

High likelihood that some 2019 deliveries are cancelled or pushed out to 2020; limited ordering and scrapping ahead of regulations is expected

FLEET GROWTH (ASSUMES NO SCRAPPING OR NEW ORDERING)

DEMOLITION ACTIVITY HAS INCREASED

Demolition has increased in first half of 2019 driven by weaker of freight rates and reduced differential between resale prices and scrap value

CAPESIZE DEMOLITION AND VESSEL VALUES

S&P PRICES STABLE; ACTIVITY PICKING UP FOCUSED ON OLDER, SMALLER TONNAGE

CAPESIZE VALUES AND EARNINGS

PANAMAX VALUES AND EARNINGS

CONSISTENT PREMIUM FOR MODERN VESSELS

"ECO" vessel premium has remained consistent as fuel price is set to become an even more important factor in 2020

CAPESIZE DEMOLITION AND VESSEL VALUES

OUTLOOK AND STRATEGY

WELL POSITIONED AS IMO 2020 APPROACHES

MAXIMIZING FLEET EFFICIENCY IN A HIGH FUEL PRICE ENVIRONMENT

• Modern, fuel-efficient fleet with average age of less than 6 years comprised primary of "ECO" vessels
• Thus far installing scrubbers on 50% of the Capesize fleet, or the equivalent of 2/3 of the Capesize fleet with economic exposure to fuel prices in the next years
• Scrubber present attractive investment decision that we believe will result in increased earnings

JOINT VENTURE WITH TRAFIGURA CREATES COMPETITIVE ADVANTAGE

• Joint venture with Trafigura Group and Frontline ensures availability of competitively priced fuel from a trusted supplier with a global network
• Golden Ocean to own 10% and Frontline 15%, respectively and Trafigura to contribute its existing bunkering operations into the JV
• JV expected to launch in the third quarter of 2019

COMPETITIVE CASH COST DRIVE EARNINGS AND PROTECTS DOWNSIDE

• Fully-burdened Opex includes dry docking and management fees
• G&A net of management fees are estimated to be approximately \$450 per day on a fleet of 77 vessels
• Average margin on bank financing is competitive at LIBOR + 2.25% and the majority of bank debt has 19 years profile (adjusted for year of age)

CASH BREAKEVEN LEVELS VS. INDEXES(1)

REDUCE THE CASH BREAKEVEN FROM THESE LEVELS SOURCE: CLARKSONS

QUESTIONS & ANSWERS

THANK YOU FOR YOUR ATTENTION!