RESULTS Q4 - 2019

February 18, 2020

FORWARD LOOKING STATEMENTS

2

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 statementsin 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

4

HIGHLIGHTS

4

The Company reports net income of $41.0 million and earnings per

share of $0.29 for the fourth quarter of 2019, compared with net income

of $36.7 million and earnings per share of $0.26 for the third quarter of

2019

Net income of $37.2 million and earnings per share of $0.26 for the

full year 2019, compared with net income of $84.5 million and earnings

per share of $0.59 for the full year 2018

Adjusted EBITDA in the fourth quarter of 2019 was $73.9 million,

compared with $81.1 million in the third quarter of 2019

Completed refinancing of $284 million loan facility financing 15

vessels on attractive terms

Completed charter amendment for seven Capesize vessels leased from

SFL Corporation Ltd. (“SFL”) whereby SFL will fund the scrubber

investments previously announced by the Company in exchange for

increased charter rates

Announces a cash dividend of $0.05 per share for the fourth quarter of

2019, the 9th consecutive quarterly dividend announced

(in thousands of $) Q4 2019 Q3 2019Quarterly

Variance

Operating revenues 240,123 219,898 20,225

Voyage expenses (60,322) (57,661) (2,661)

Net revenues 179,801 162,237 17,564

Ship operating expenses (56,565) (45,755) (10,810)

Administrative expenses (4,057) (3,260) (797)

Charter hire expenses (49,707) (36,457) (13,250)

Depreciation (23,665) (23,327) (338)

Net operating expenses (133,994) (108,799) (25,195)

Net operating income (loss) 45,807 53,438 (7,631)

Net financial expenses (12,265) (13,312) 1,047

Derivatives and other financial income (loss) 7,625 (3,389) 11,014

Net income before taxation (loss) 41,167 36,737 4,430

Income Tax expense 124 38 86

Net income (loss) 41,043 36,699 4,344

Earnings (loss) per share: basic and diluted $0.29 $0.26 $0.03

Adjusted EBITDA 73,860 81,118 (7,258)

TCE per day 21,668 19,727 1,941

PROFIT & LOSS

5

CASH FLOW DURING THE QUARTER

6

¹ INCLUDES RESTRICTED CASH

² INCLUDES INVESTMENTS IN SCRUBBERS AND OWN SHARES

Q4 2019

139,3

163,2

84,1 (12,2)

(21,5)

(25,4)

(1,1)

100,0

120,0

140,0

160,0

180,0

200,0

220,0

Cash and cashequiv at beginning

of period¹

Cash fromoperation

Repayment ofordinary debt

Dividends paid Investments Other Cash and cashequiv at end of

period¹

US

D (

mill

ios)

2

BALANCE SHEET

(in thousands of $) Q4 2019 Q3 2019Quarterly

Variance

ASSETS

Short term

Cash and cash equivalents (incl. restricted cash) 104,381 87,156 17,225

Other current assets 168,696 186,409 (17,713)

Long term

Restricted cash 58,864 52,112 6,752

Vessels and equipment, net 2,340,753 2,347,087 (6,334)

Leases, right of use of assets 248,840 210,964 37,876

Other long term assets 44,523 51,506 (6,983)

Total assets 2,966,057 2,935,234 30,823

LIABILITIES AND EQUITY

Short term

Current portion of long term debt 87,787 84,797 2,990

Current portion of finance lease obligations 17,502 3,250 14,252

Current portion of operating lease obligations 14,377 28,094 (13,717)

Other current liabilities 113,701 112,001 1,700

Long term

Long term debt 1,026,083 1,042,246 (16,163)

Non-current portion of finance lease obligations 151,206 0 151,206

Non-current portion of operating lease obligations 42,010 169,884 (127,874)

Equity 1,513,391 1,494,962 18,429

Total liabilities and equity 2,966,057 2,935,234 30,823

7

CREDIT FACILITES

8

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

Draw down completed on the new $155.3 million term loan

facility, which refinanced the outstanding amount of the

original $284 million loan facility.

Terms on the new loan facility:

Interest rate of LIBOR + 210 bps

Tenor of five years

20 year age adjusted repayment profile

Completed charter amendment for seven Capesize vessels

leased from SFL Corporation Ltd. (“SFL”) whereby SFL will

fund the scrubber investments previously announced by

the Company in exchange for increased charter rate

Draw down on all available scrubber financings completed

RECENT DEVELOPMENTSDEBT MATURITIES AS OF 12/31/2018

DEBT MATURITIES AS OF 12/31/2019

-

50

100

150

200

250

300

350

400

450

2019* 2020 2021 2022 2023 2024 2025

-

50

100

150

200

250

300

350

400

450

2019 2020 2021 2022 2023 2024 2025

*INCLUDES $168.2 MILL IN CONVERTIBLE BOND FULLY REPAID BY CASH IN JANUARY 2019

MODERN, EFFICIENT FLEET

9

BWTS INSTALLATION SCHEDULEOPERATING EXPENSES (2019)

Fully-burdened Opex includes dry docking and management fees

19 vessels completed dry-dock during 2019. 18 vessels scheduled for docking in 2020

14 Capesize vessels have installed scrubbers, one is currently at yard and additional eight are scheduled for installation during 2020

Average fleet age of 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

SCRUBBER INSTALLATION SCHEDULE

$ 1

$ 8

$ 5$ 4 $ 4

-

5

10

15

20

25

-

10

20

30

40

50

60

Expecte

d c

ost by y

ear

($ m

illio

ns)

# o

f vessels

# of vessels Expected cost

3

2

3

6

1

8

-

1

2

3

4

5

6

7

8

2019 Q2 2019 Q3 2019 Q4 2020 Q1 2020Remaining

Completed In progress Scheduled

5 2005 800

200

1 000

-

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

Supramax &Panamax

Capesize

OPEX Drydock & Surveys

FLEET DEPLOYMENT

10

CONTRACTED EARNINGS

Opportunistic chartering strategy with significant operating leverage

Age 5.6 years

Age 7.4 years

Age 4.9 years

• All trading in pool

Capesize Panamax Ultramax

25,000

days

Capesize (46 vessels)

Panamax (30 vessels)

Ultramax (3 vessels)

2020 OPERATING LEVERAGE

$63

$126

$190

$253

$316

$0,44

$0,88

$1,31

$1,75

$2,19

$-

$0,5

$1,0

$1,5

$2,0

$2,5

$-

$50

$100

$150

$200

$250

$300

$350

$2 500 $5 000 $7 500 $10 000 $12 500

Cash f

low

per

share

Cash f

low

($ m

illio

ns)

Incremental daily TCE above breakeven levels

Cash flow Cash flow per share

*See note• Equivalent of two vessels at a fixed rate for 2020 of $22,750 per

day

• Equivalent of two vessels on floor/ceiling contracts for 2020

• Equivalent of 9 vessels on time charter that expire between

second quarter 2020 and the end of 2021 at an average gross rate

of $17,600 per day

DRY BULK MARKET UPDATE

0

5 000

10 000

15 000

20 000

25 000

30 000

35 000

40 000

J-19 F-19 M-19 A-19 M-19 J-19 J-19 A-19 S-19 O-19 N-19 D-19 J-20 F-20

Weekly Capesize Rates Weekly Panamax Rates

NEAR TERM MARKET OUTLOOK

12

WEEKLY DRY BULK SHIPPING RATES – JAN 1, 2019 TO PRESENT

A confluence of factors have increased uncertainty and created market

headwinds

SOURCE: CLARKSONS

11/15/19: China

announces restrictions

on further coal imports

for balance of 2018

1/25/19: Vale reports

breach to dam in

Brumadinho;

announces

decommissioning of

further dams

1/28/19: Start of 20+

day Chinese New Year

celebration; China

closed for business

1/15/2020: US and

China sign Phase 1

trade deal

1/1/2020: Chinese

New Year celebration

begins

IMO 2020 in effect

1/23/2020: Wuhan

quarantine begins

6/21/19: Vale

announces that it will

resume wet processing

at Brucutu mine

0

5 000

10 000

15 000

20 000

25 000

30 000

35 000

40 000

J-19 A-19 S-19 O-19 N-19 D-19 J-20 F-20

Benchmark avg. 2010-built

2015-built 'ECO' 2015-built 'ECO' w/scrubber

CURRENT MARKET CONDITIONS ARE PARTICULARLY CHALLENGING FOR OWNERS OF OLDER VESSELS

13SOURCE: CLARKSONS PLATOU

CAPESIZE RATES BY VESSEL SPECIFICATION CAPESIZE VALUES AND ‘ECO’ PREMIUM

(0.8m dwt)

0

1

2

3

4

5

6

7

8

9

10

28

30

32

34

36

38

40

42

44

M-1

8

J-1

8

J-1

8

A-1

8

S-1

8

O-1

8

N-1

8

D-1

8

J-1

9

F-1

9

M-1

9

A-1

9

M-1

9

J-1

9

J-1

9

A-1

9

S-1

9

O-1

9

N-1

9

D-1

9

"EC

O"

pre

miu

m (

mm

US

D)

Ve

sse

l p

rice

(m

m U

SD

)

180K 5 Yr (‘Eco’ Design) S/H Prices 180K 5 Yr S/H Prices 'ECO' Spread

Benefits of fuel efficiency reflected in freight rates and increasing premium

value of ‘ECO’ vessels

2%

4%

8%

2%3% 3% 3%

5%

8%

10%11%

7%

5% 5%5%

4%

3%

4%

3%

5%

1%

0%

0,0%

2,0%

4,0%

6,0%

8,0%

10,0%

12,0%

25+ 20 -25

15 -20

14 13 12 11 10 9 8 7 6 5 4 3 2 1 0 - 1 2019 2020 2021 2022+

Vessel age in years

LARGE PORTION OF THE FLEET IS NOT FUEL EFFICIENT

FLEET AGE DISTRIBUTION

SOURCE: SSY 14

Potential for older vessels to be phased out under new sulphur regulations

30% of fleet modern ‘ECO’

14.0% of fleet

On the water fleet

Orderbook

THANK YOU FOR YOUR ATTENTION!