Fjord Defence Group ASA

Related Party Transaction • Jul 10, 2018

Please find below a clarification of the dividend mechanics in relation to the settlement of Songa Bulk ASA's ("Songa") sale of 15 vessels to Star Bulk Carriers Corp. ("Star") for shares of Star and cash.

In total Songa has received 13,688,000 shares in Star (the "Consideration Shares"), corresponding to 0.38171 Star shares per Songa share. The reference share price for the transaction was Star's closing share price on Nasdaq on Thursday 5th of July 2018 of USD 13.33 per share. Hence the total USD cash equivalent of the share settlement received by Songa corresponds to USD 182,461,040. In addition Songa received USD 144.55 million in cash, where the majority of the proceeds has been allocated to settle Songa's outstanding bonds of USD 138 million to be redeemed at 104 per cent of par value as per Songa's press release of 6th of July 2018 (https://newsweb.oslobors.no/message/455248).

As set out in the stock exchange notice made by Songa on 25th June 2018

(https://newsweb.oslobors.no/message/454465), Songa will due to statutory legal limitations have to distribute the share consideration to its shareholders in three dividend payments:

I. A USD 151 million dividend distribution: As per the press release dated 9th of July 2018 (https://newsweb.oslobors.no/message/455277) Songa will pay a dividend equivalent to a value of USD 151 million, within Songa's current dividend capacity pursuant to Norwegian law, to its shareholders, equivalent to 0.31589 Consideration Shares per Songa share. The record date for this dividend distribution will be July 12th 2018, and Songa will trade ex. the USD 151 million dividend from 11th of July 2018.

II. A USD 21 million dividend distribution through a share capital reduction:

As approved by the annual general meeting of Songa on 5 June 2018, Songa will reduce the nominal value of its shares from NOK 5 per share to NOK 0.027886224 per share. The creditor notice period for the share capital reduction expires on 19 July 2018. Upon completion of the share capital reduction, Songa will have legal capacity to pay the equivalent of USD 21 million as dividend, equivalent to another 0.04393 Consideration Shares per Songa share. This is expected to be conducted in late July / August 2018.

III. Remaining shares and potential cash dividend:

The remaining Consideration Shares payable to Songa shareholders of 0.02188 Consideration Shares per Songa share (0.38171 – 0.31589 – 0.04393 = 0.02188) are expected to be paid to Songa shareholders together with a potential cash distribution of remaining cash in Songa in a third dividend expected to be distributed during Q3 2018.

Songa will retain its separate listing on the Oslo Axess and will until further notice continue to trade alongside Star when listed on the Oslo Stock Exchange.

Each of the distributions listed above are subject to separate record dates. Delivery of dividends to Songa Shareholders is conditional upon such Songa shareholder completing the Representation and Warranties Letter to Songa@clarksons.com (on behalf of Songa and Star). Once provided, the Representation and warranties letter is sufficient to cover all three distributions as described above and as set out in the Songa press release on 25th June 2018

(https://newsweb.oslobors.no/message/454465). New shareholders that buy Songa shares between record dates are also required to complete the Representation and warranties letter in order to receive any dividend distribution.

It is only Songa shareholders that are identified as "Non-accredited US investors" and Songa shareholders who hold less than 4 Songa shares that will receive the dividend distributions as a cash dividend equal to the closing share price of the Star share on Nasdaq on 5th of July 2018. All other

Songa shareholders will receive the dividend distributions in the form of Consideration Shares (and cash-in-lieu for any fractional shares) and a cash portion equivalent to any remaining cash in Songa as described under item III above.

The Consideration Shares will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act. The Consideration Shares are considered restricted securities for U.S. law purposes and in general, crossborder trades or any trades of the Consideration Shares on Nasdaq will not be possible for the sixmonth period starting from the date of the distribution. After the six-month period, the shares will be freely tradable on NASDAQ in compliance with the U.S. securities laws.

This notice does not constitute an offer to sell or the solicitation of any offer to buy any securities of Star Bulk Carriers Corp. or any other entity. Any offering of securities would be made pursuant to separate documentation and any such securities would not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Shares of Star Bulk Carriers Corp. to be distributed in connection with the previously announced transaction with Songa Bulk ASA will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under that.

For further information, please contact: Herman Billung hb@blystad.no Thomas Rønningen tr@blystad.no