Golden Ocean Group

Investor Presentation • Feb 16, 2023

Golden Ocean Results Q4 2022 February 16th, 2023

Forward-looking statements

Matters discussed in this presentation may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995, or the PSLRA, provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements 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.

The Company is taking advantage of the safe harbor provisions of the PSLRA and is including this cautionary statement in connection therewith. This document and any other written or oral statements made by the Company or on its behalf may include forward-looking statements, which reflect the Company's current views with respect to future events and financial performance. This presentation includes assumptions, projections, intentions and beliefs about future events. These statements are intended as "forward-looking statements." The Company cautions that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. When used in this document, the words "believe," "expect," "anticipate," "estimate," "plan," "targets," "projects," "likely," "will," "would," "could" and similar expressions or phrases may identify forward-looking statements.

The forward-looking statements in this presentation are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties. Although the Company believes 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 the Company's control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections. As a result, you are cautioned not to rely on any forward-looking statements.

In addition to these important factors and matters discussed elsewhere herein, important factors that, in the Company's view, could cause actual results to differ materially from those discussed in the forward-looking statements, include among other things: the Company's future operating or financial results; the Company's continued borrowing availability under its debt agreements and compliance with the covenants contained therein; the Company's ability to procure or have acess to financing, the Company's liquidity and the adequacy of cash flows for the Company's operations; the Company's ability to successfully employ its existing and newbuilding dry bulk vessels and replace its operating leases on favorable terms, or at all; changes in the Company's operating expenses and voyage costs, including bunker prices (including increases costs for low sulphur fuel), dry docking, crewing and

insurance costs; the Company's ability to fund future capital expenditures and investments in the construction, acquisition and refurbishment of the Company's vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenuel; planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including drydocking, surveys, upgrades and insurance costs; risks associated with vessel construction; the Company's expectations regarding the availability of vessel acquisitions and its ability to complete acquisition transactions planned; vessel breakdowns and instances of off-hire; potential differences in interest by or among certain members of the Company's board of directors, or the Board, executive officers, senior management and shareholders; potential liability from pending or future litigation; potential exposure or loss from investment in derivative instruments; general dry bulk shipping market trends, including fluctuations in charter hire rates and vessel values; changes in supply and demand in the dry bulk shipping industry, including the market for the Company's vessels and the number of newbuildings under construction; the strength of world economies; stability of Europe and the Euro; central bank policies intended to combat overall inflation and the rising interest rates and foreign exchange rates; changes in seaborne and other transportation; changes in governmental rules and regulations or actions taken by regulatory authorities; general domestic and international political conditions; potential disruption of shipping routes due to accidents, climate-related (acute and chronic), damage or receiving facilities, political instability, terrorist attacks, piracy or international hostilities, including the ongoing aggression between Russia and Ukraine; the length and severity of epidemics, including COVID-19 and its impact on the demand for seaborne transportation in the dry bulk sector; the impact of increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our Environmental, Social and Governance practices; new environmental regulations, whether at a global level stipulated by the International Maritime Organization, and/or regional imposed by regional authorities such as the European Union or individual countries; and other important factors described from time to time in the reports filed by the Company with the U.S. Securities and Exchange Commission, including the Company's most recently filed Annual Report on Form 20-F for the year ended December 31, 2021.

The Company cautions readers of this presentation not to place undue reliance on these forward-looking statements, which speak only as of their dates. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events. These forwardlooking statements are not guarantees of the Company's future performance, and future developments may vary materially from those projected in the forward-looking statements.

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Highlights for the fourth quarter of 2022

• Adjusted EBITDA in the fourth quarter of 2022 of \$112.4 million
• · Net income of \$68.2 million and earnings per share of \$0.34
• TCE rates for Capesize and Panamax vessels of \$21,399 per day and \$18,992 per day, respectively
• · Estimated TCE rates, inclusive of charter coverage, are:
  • \$13,150 per day for 63% of Capesize days and \$14,900 per day for 73% of Panamax days for the first quarter of 20231
  • \$21,100 per day for 19% of Capesize days and \$17,900 per day for 14% of Panamax days for the second quarter of 2023
• Entered into a \$250 million facility refinancing 20 Capesize and Panamax vessels at highly attractive terms
• Completed the sale of the 2008 and 2009 built Panamax vessels Golden Ice and Golden Strength, at attractive prices
• Entered into agreements to acquire six modern Newcastlemax vessels for a total consideration of \$291 million

• Repurchased 462,085 shares and announces a dividend of \$0.2 per share for the fourth quarter of 2022

• The company expects sport TCE rates for the first quarter of 2023 to be lower than the inpact of ballast days at the end of the first quarter of 2023

Profit and loss

Fourth quarter 2022 and FY 2022

					Quarterly
(in thousands of \$ )	FY 2022	FY 2021	Q4 2022	Q3 2022	Variance
Operating revenues and other operating income/expenses	1,113,043	1,201,173	249,558	282,049	(32,491)
Voyage expenses	(278,550)	(252,865)	(69,189)	(86,460)	17,271
Net revenues	834,493	948,308	180,369	195,589	(15,220)	FY 2022	Q4 2022
Gain from disposal of vessels	34,185	9,788	2,812	21,856	(19,044)
Ship operating expenses	(225,971)	(208,894)	(58,100)	(59,336)	1,236	TCE rate?	TCE rate?
Administrative expenses	(20,375)	(18,149)	(4,965)	(4,787)	(178)
Charter hire expenses	(57,406)	(89,559)	(12,544)	(19,179)	6,635	\$ 24,262	\$ 20,421
Impairment loss on vessels		(4,187)
Depreciation	(129,839)	(123,699)	(32,394)	(32,477)	83
Net operating expenses	(433,591)	(444,488)	(108,003)	(115,779)	7,776
						Earnings per	Earnings per
Net operating income	435,087	513,608	75,178	101,666	(26,488)	share	share
Net financial expenses	(53,902)	(39,425)	(17,637)	(14,406)	(3,231)
Derivatives and other income	81,041	53,424	10,946	17,340	(6,394)	\$ 2.30	\$ 0.34
Net income before taxation	462,226	527,607	68,487	104,600	(36,113)
Income tax expense	(379)	(388)	(279)	(35)	(244)
Net income	461,847	527,218	68,208	104,565	(36,357)
Earnings per share: basic and diluted	\$2.30/\$2.29	\$2.74/\$2.73	\$0.34	\$0.52	(\$0.18)
Adjusted EBITDA	571,636	658,242	112,447	118,188	(5,741)		1. Full fleet TCE. Time charter equivalent rate, is a non-GAAP measure. For definition, please refer to Q4 2022 Press Release
TCE per dav	24.262	27.582	20.421	23.017	(2.596

Cash flow Fourth quarter 2022

Balance sheet

Fourth quarter 2022

			Quarterly
(in thousands of \$)	04 2022	03 2022	Variance
ASSETS
Short term
Cash and cash equivalents (incl. restricted cash )	138,073	132,255	5,818
Other current assets	161,074	192,090	(31,016)
Long term
Vessels and equipment, net (incl. held for sale )	2,678,327	2,718,422	(40,095)
Newbuildings	91,898	73,583	18,315
Leases, right of use assets	99,235	114,688	(15,451)
Other long-term assets	88,684	93,475	(4,791)
Total assets	3,257,291	3,324,511	(67,220)
LIABILITIES AND EQUITY
Short term
Current portion of long-term debt	92,865	94,460	(1,595)
Current portion of finance lease obligations	18,387	18,106	281
Current portion of operating lease obligations	5,546	14,754	(9,208)
Other current liabilities	94,830	103,191	(8,361)
Long term
Long-term debt	1,027,991	1,060,001	(32,010)
Non-current portion of finance lease obligations	87,588	92,241	(4,653)
Non-current portion of operating lease obligations	13,051	19,481	(6,430)
Equity	1,917,033	1,922,277	(5,244)
Total liabilities and equity	3,257,291	3,324,511	(67,220)

04 2022	03 2022
Loan-to-value1 44.5%	Loan-to-value1 41.7%
Liquidity2	Liquidity2
\$ 235 million	\$ 229 million

1. Based on valuations from broker and dease financings, excluding SFL leases. 2. Includes undravn availablerevolving credit facilities

Attractive financing supporting industry low CBE

Recent \$250 million refinancing confirms Golden Ocean's resilient business model with superior fleet efficiency, industry leading funding cost and cash break even rates

Amount:	\$250 million
Repayment:	20 years (age adjusted)
Tenor:	5 years
Pricing:	SOFR + 1.85%
Sustainability KPI:	KPIlinked to Golden Ocean's announced AER targets impacting the margin with +/- 5 bps
Other:	Refinancing of three existing facilities with security of 20 vessels

Cash-break-even1

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。 Market review and outlook

Recent market developments

Dry bulk trade impacted by broader global slowdown with some impact offset by coal trade and reduced sailing speeds

Recent weekly dry bulk shipping rates

GDP growth continues to support dry bulk demand

Macroeconomic conditions are expected to improve as we move through the year, and GDP growth is forecasted to remain supportive of demand for dry bulk commodities

Highly positive supply dynamics - orderbook 30-year low

The orderbook for the next several years is highly visible, and fleet growth is set to decline significantly over the next two years

Orderbook as % of global fleet

Healthy long term fundamentals

Demand to outpace supply in years to come

Guidance for the next two quarters

Most of Q1 covered at levels well above market

of the fleet fixed for Q1 66% 2023

\$6.1k Q1TCEs above quarter-to\$6.1k date FFA curve1

\$95 million

in contracted TCE revenue for Q1 2023 and Q2 2023

Source: Company, based on share price on Oslo Stock Exchange of NOK 97.5 per share and USD/NOK of 10.1.

Strong cash flow potential

Significant earnings potential with modern on-the-water fleet comprised almost exclusively of Capesize and Panamax vessels

■Cash flow □ Yield

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Acquisition of six scrubber-fitted Newcastlemax vessels

Opportunistic acquisition of high-quality modern vessels at below market prices enabled by strong balance sheet

Quality Assets at Attractive Prices

• Taking advantage of short-term market weakness
• The five 2020/21 built are currently valued at ~\$57.5 m - versus acquisition price of \$50 m
• Equity funded through vessels sales and cash; dividend capacity unaffected
• Instant cashflow \$6.5k above CBE supporting divided capacity
• Managing near-term risk with TCs, positioned for upside when charter-free end 2025...
• ...at a time where virtually no vessels are delivered
• Significant contribution to our 2030 30% emission reduction target

'Thank you for your attention

www.goldenocean.bm