Golden Ocean Group — Director's Dealing 2015

Jul 8, 2015

GOLDEN OCEAN GROUP LIMITED - DISCLOSURE OF TRADE

GOLDEN OCEAN GROUP LIMITED - DISCLOSURE OF TRADE

Franklin Enterprises Inc. ("Franklin"), a company

indirectly controlled by trusts established by Mr.

John Fredriksen for the benefit of his immediate

family, has on 7 July 2015 acquired $6.2 million of

the Golden Ocean Group Limited ("Golden Ocean") 14/19

3.07% USD 200m Convertible Bond, at a purchase price

of 81¢/$1, and convertible into 311,088 shares in

Golden Ocean at an exercise price of $19.93 per

share. Following the acquisition, Franklin holds in

aggregate $84.6 million in the Convertible Bond,

convertible into 4,244,856 shares in Golden Ocean,

equalling approximately 2.5 % of the shares and votes

in the company. Further, Hemen Holding Limited

("Hemen"), which is indirectly controlled by trusts

established by Mr. John Fredriksen for the benefit of

his immediate family, holds 74,436,122 shares in

Golden Ocean, equalling approximately 43.12 % of the

shares and votes in the company. In addition, Hemen

holds TRS agreements with underlying exposure to

195,648 shares in Golden Ocean. The expiry date of

the TRS agreements is 7 September 2015 and the TRS

price is NOK 29.68 per share. The foregoing

calculations are made based on 172.6 million

outstanding shares in Golden Ocean.

This announcement is made pursuant to section 4-2 of

the Norwegian Securities Trading Act.