Golden Ocean Group

Quarterly Report • Nov 24, 2015

Results Q3 - 2015

November 24, 2015

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

3

• Highlights
• Recent developments
• Financials
• Fleet information
• Macro Update

• Q&A

• Net time charter revenue increased by \$13.4 million in Q3, however higher charter hire expenses, impairment and loss on sale of assets, as well as negative mark to market movements on interest rate hedges led to a reduction in the net result from last quarter

• Further steps have been taken to improve the future cash position of the Company

	Capesize	Kamsarmax /Panamax	Iceclass Panamax	Supramax
Sailing	17	8	10	5
Newbuilding	18*	-	-	3
BB/TC in + JV	8 + 1(JV)	2	-	1
Total	44	10	10	9

The current fleet of Golden Ocean as per November 24, 2015:

^* Of which 3 are sold and will be delivered to new owners upon completion and 2 are converted to Suezmax vessels and sold to Frontline as newbuilding contracts (closing of transaction expected during December)

Recent developments

• Fleet development:
• The Company took delivery of the Capesize newbuilding, Front Atlantic, in August and immediately delivered the vessel to its new owner further to a previously agreed sale
• The Company took delivery of the Capesize newbuilding, Golden Finsbury, during Q3 2015 and \$27.2 million was drawn down in debt
• During the third quarter eight vessels were sold to, and leased back from, Ship Finance. The leases have been classified as operating leases.
• The index charter agreements with RWE have been amended from 15 vessels for 5 years to 10 vessels for 7,5 years
• Newbuilding program:
• The Company agreed during October 2015 to postpone delivery of three of its newbuilding contracts by 14 months in aggregate
• The Company has agreed to swap two Capesize newbuilding contracts with two Suezmax newbuilding contracts, and on November 23, 2015, agreed to sell these newbuilding contracts to Frontline Ltd

Corporate transactions and financing

• In July 2015, the Company drew down \$26.4 million in debt on the Capesize vessel, Golden Aso, which was delivered on June 30.
• At the Company's AGM in September 2015 it was resolved that the share premium account be reduced to nil and that the amount from the reduction be credited to the Contributed Surplus account

Profit & Loss

INCOME STATEMENT (in thousands of \$)	2015 Jul-Sep	2015 Apr-Jun	2015 Jan-Sep
Operating revenues	65,692	49,333	133,108	• Time Charter Equivalent up \$13.4 million since Q2
Loss on sale of newbuilding Operating expenses	(2,296)	-	(2,296)	• Loss on sale of newbuilding + impairment on three remaining sales, in total \$9.4 million
Voyage expenses Ship operating expenses Charter hire expense Administrative expenses Vessel impairment loss	24,268 26,553 12,796 3,080 7,110	21,278 23,924 5,348 4,811 -	58,960 57,527 18,144 9,043 148,072	• Ship operating expenses up, mainly due to three vessels DD during the quarter • Charter hire expenses up on SF
Depreciation Total operating expenses Net operating (loss) income	14,363 88,170 (24,774)	14,778 70,139 (20,806)	38,959 330,705 (199,893)	leases and provisions • Admin expenses down by \$1.7 million since Q2
Other income (expenses) Interest income Interest expense Other financial items Bargain purchase gain arising on consolidation Total other income (expenses)	163 (9,379) (6,693) - (15,909)	382 (11,296) (1,752) (2,073) (14,739)	548 (22,242) (8,860) 78,876 48,322	• Negative MtM on interest rate hedges impact the result with -\$5.0 million
Net (loss) income from continuing operations	(40,683)	(35,545)	(151,571)	Other elements to note:
Net loss from discontinued operations Net (loss) income	- (40,683)	- (35,545)	- (151,571)	• Ship finance – hire cost split between charter hire expenses and OPEX
Basic (loss) earnings per share (\$)	(0.24)	(0.21)	(1.05)	• Amortisation of TC revenue in Q3: - \$7.2 million

Balance Sheet

		• Cash including cash classified as
		restricted cash totals \$190 million
		• Vessels increased with delivery of
		Golden Finsbury and decreased
		with sale of eight Ship Finance
		vessels
		Debt increased with debt on Golden •
		Aso and Golden Finsbury less debt
		repaid on eight vessels sold to Ship
		Finance and ordinary debt
		repayments.

Newbuildings: Delivery schedule

Yard	2015	2016	2017
Capesize	-	11	2
Supramax	-	3	-
Capesize (Sold)	1	2	-

• Three Supramax vessels with delivery in 2016 unfinanced
• Two newbuilding contracts converted to Suezmax and agreed to be sold to Frontline are not included

Open positions including newbuildings

Capesize exposure - Core Fleet *			Update
	2015	2016	2017
Total vessel days	1 192	14 004	15 170
Open vessel days	840	13 688	15 150
Open position (%)	70 %	98 %	100 %
Average net rate on fixed days	na	na	na
No of vessels	28	40	40

Panamax exposure - Core Fleet

	2015	2016	2017
Total vessel days	814	7 148	6 903
Open vessel days	351	4 389	5 306
Open position (%)	43 %	61 %	77 %
Average net rate on fixed days	15 872	19 331	22 152
No of vessels	20	20	19

Supramax exposure - Core Fleet

	2015	2016	2017
Total vessel days	269	3 161	3 589
Open vessel days	210	3 161	3 589
Open position (%)	78 %	100 %	100 %
Average net rate on fixed days	na	na	na
No of vessels	6	9	9

* Golden Opus included with 50%

Vessel operating expenses

• Based on 5 Supramaxes, 20 Panamax/Kamsarmax and 25 Capesize
• Three vessels docked in Q3

Macro Update

Herman Billung, CEO Golden Ocean Management AS

World economy – still slow

Chinese economic activity indicators

Dry Bulk Market fundamentals…

Global Dry bulk imports in full reverse until recently

Global seaborne trade of dry bulk commodities

China – dry bulk imports – down 4 $%$ yoy

Iron ore and coal Mill tons 40 Mill tons 100 35 90 30 80 25 70 60 20 50 15 40 10 30 5 20 10 $\Omega$ 05.1 06.1 $07.1$ 0 $\frac{1}{2}$ $15.1$ $05.1$ 07.1 $09.1$ 06.1 08.1 $14.1$ $10.1$ Ξ $\overline{3}$ $\sim$ Bauxite Nickel ore -Coal Iron ore

World steel production - yr on yr in %, 3 months moving average

19 Source: Clarksons Platou

	Assumptions base case
	steel	Iron ore	Domestic	Iron ore	Port	change
mill tons	production	demand	lore prod	imports	inventory	yoy
2014	838	1215	290	933	110
2015	830	1204	260	933	81	0
2016	825	1196	225	959	79	26
2017	830	1204	185	1008	81	49
	Assumptions downside risk scenario
	steel	Iron ore	Domestic	Iron ore	Port	change
	production	demand	lore prod	imports	inventory	yoy
2014	838	1215	290	933	110
2015	830	1204	270	930	81	$-3$
2016	820	1189	240	940	75	10
2017	810	1175	210	950	70	11

Seaborne import by major importing countries

21 Source: Clarksons Platou

Chinese economic activity indicators

Total electricity generation and by source

Incremental increase in Chinese electricity production

*includes: coal, gas and oil

China's coal demand – only 6 % covered by imports

Source: Clarksons Platou/National Energy Board of China 24

India–a larger contributor to Dry Bulk demand going forward

Bulk carriers: Existing fleet and order book

Per November 2015

Scheduled order book, actual deliveries and removals

Mill dwt pr year

27 Source: Clarksons Platou

Bulk carrier fleet by building year

Dry Bulk Market fundamentals

Thank you for your attention !