GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

Seaborne transportation of coal decreased by 4.2% in the fourth quarter of 2021 compared to the prior quarter but increased by 11.0% compared to the fourth quarter of 2020. Coking coal volumes increased by 2.4% compared to the prior quarter as Australian coal that had been waiting offshore for months due to an ongoing trade dispute was allowed to be discharged. Outside of China, coal imports were mostly unchanged compared to the fourth quarter of 2020, as increases in Taiwanese imports largely offset lower Indian imports, which skewed higher in 2020 when Australian coal was redirected from China.

Thermal coal volumes increased by 10.2% in the fourth quarter of 2021 compared to the same period in the prior year, as both China and India sought to replenish depleted inventories and mitigate the impact of widespread power shortages. In India, domestic power production failed to meet internal targets and most power stations entered the monsoon season with shortages. While coal is not favored by developed economies for power generation, it has been a critical part of the energy mix for emerging economies and is the source of greater than 70% of total Chinese electricity output and greater than 75% during the winter months. According to Maritime Analytics, thermal coal demand is forecast to increase at a growth rate of 2.4% and 2.3% in 2022 and 2023, a rate well above growth in recent years.

Transportation of essential agribulks, which represented 12.2% of total seaborne volumes in the fourth quarter of 2021, was not materially different than the fourth quarter of 2020. Other minor bulks grew by 3.4% compared to the fourth quarter of 2020.

The global fleet of dry bulk vessels amounted to 944.8 million dwt at the end of the fourth quarter of 2021, absorbing a modest net increase of 6.5 million dwt in the quarter, compared to 5.6 million dwt in the fourth quarter of 2020. The orderbook as a percentage of the global fleet stood at 7.0% at quarter-end, the lowest level in 30 years.

Strategy and Outlook

The Company's constructive market outlook is based on both expectations of steady global demand for dry bulk commodities, and equally importantly, powerful supply-side dynamics that have not been present for many years.

The International Monetary Fund ("IMF") forecasts global GDP to grow by 4.4% in 2022 and 3.8% in 2023. The IMF cited rising energy prices and supply chain disruptions that have resulted in higher and more broad-based inflation than anticipated as the cause of its downward revisions from prior quarters. Growth forecasts for the emerging and developing Asia have also been marginally reduced to 5.9% and 5.8% for 2022 and 2023, respectively. The revised forecasts remain high by historical standards and should support steady dry bulk commodity demand.

Even with lower growth forecasts, global tonne-mile demand is forecast to increase by 2.9% and 2.5% in 2022 and 2023, respectively. After growing by 3.6% in 2020 and by approximately 4.2% per year on average over the last decade, the global dry bulk fleet is forecast to grow by 2.7% in 2022 and 2.6% in 2023, closely approximating the expected growth in tonne-mile demand. Based on these forecasts, it is expected that a sustained period of higher rates will follow, particularly if fleet efficiency does not improve dramatically. An orderbook at a 30-year low as a percentage of the operating fleet is highly supportive of expectations for moderate fleet growth.

GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

In 2021, 29.4 million dwt of new Capesize and Panamax vessels have been ordered, representing approximately 5.2% of the global fleet as of the start of the year. This figure approximates the requirement for a fleet renewal cycle, based on a normal useful life of a vessel, and ordering activity is significantly lower than seen during past periods, where freight rates have been elevated. Along with the increase in steel prices, the additional technical complexity of certain vessels has driven newbuilding prices sharply higher in 2021. The Company does not anticipate a dramatic surge in newbuilding orders given the recent sharp rise in newbuilding prices, scarcity of competitive financing, and, importantly, increased ordering of highly complex next-generation vessels in other shipping segments that have placed capacity limits on shipyards globally.

In the short term, the Company is monitoring developments related to the Chinese real estate industry, which accounts for approximately 30% of domestic steel demand, as well as the potential for stimulus-driven infrastructure projects to offset any decline in demand. The Company believes it is well-positioned in the near term, with highly profitable charter coverage for most of its available days in the first quarter of 2022 and approximately one quarter of its available days in the second quarter of 2022.

Throughout 2021, the Company has actively grown and renewed its fleet, disposing of several older vessels and acquiring or placing orders for 25 modern vessels. In addition to increasing the Company’s cash generation potential by virtue of a larger fleet, Company's actions have ensured that its fleet will remain highly competitive for years to come.

Technological advancements play a key role when it comes to energy efficiency and emission control, both in terms of engine technology and data handling. The Company optimizes vessel routing and speed in order to increase voyage efficiency and reduce fuel consumption. The Company has decarbonization as a core strategic pillar and are carefully considering all potential efforts to further reduce its emissions.

With a best-in-class fleet focused exclusively on large vessel classes, Golden Ocean is well-positioned to generate significant cash flow and create value for our shareholders. The Board of Directors remains committed to returning value to its shareholders through dividends and expects to deliver continued dividends as long as market strength persists. While the amount and timing of any future dividend payments will be based on Company's results, investment opportunities and the prevailing market conditions, it is the Company's intent to distribute a significant portion of its earnings in line with the Company's current strong market expectations.

The Board of Directors

Golden Ocean Group Limited

Hamilton, Bermuda

February 16, 2022

Questions should be directed to:

Ulrik Andersen: Chief Executive Officer, Golden Ocean Management AS

+ 47 22 01 73 53

Peder Simonsen: Chief Financial Officer, Golden Ocean Management AS

+47 22 01 73 45

GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

Forward-Looking Statements

Matters discussed in this earnings report 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 earnings report includes assumptions, expectations, 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,” “intend,” “plan,” “targets,” “projects,” “likely,” “will,” “would,” “could” and similar expressions or phrases may identify forward-looking statements.

The forward-looking statements in this report 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.

GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

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 access 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, fuel prices (including increases costs for low sulfur 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 revenue); 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; fluctuations in 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 or political events; the length and severity of epidemics and pandemics, 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 and restrictions, whether at a global level stipulated by the International Maritime Organization, and/or regional/national 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, 2020.

The Company cautions readers of this report 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 annual report or to reflect the occurrence of unanticipated events. These forward-looking statements are not guarantees of the Company’s future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.

GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

INTERIM FINANCIAL INFORMATION

FOURTH QUARTER 2021

Index

Unaudited Interim Condensed Consolidated Statements of Operations

Unaudited Interim Condensed Consolidated Balance Sheets

Unaudited Interim Condensed Consolidated Cash Flow Statements

Unaudited Interim Condensed Consolidated Statements of Changes in Equity

Selected Notes to the Unaudited Interim Condensed Consolidated Financial Statements

GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

GOLDEN OCEAN GROUP LIMITED

Unaudited Interim Condensed Consolidated Statements of Operations

(in thousands of $, except per share data)	Three months ended December 31, 2021			Three months ended September 30, 2021			Three months ended December 31, 2020			Twelve months ended December 31, 2021			Twelve months ended December 31, 2020
Operating revenues
Time charter revenues		209,677			188,764			77,550			603,959			235,673
Voyage charter revenues		171,971			198,618			90,613			597,812			370,130
Other revenues		160			236			545			1,410			2,140
Total operating revenues		381,808			387,618			168,708			1,203,181			607,943

Gain from disposal of vessels		4,928			4,860			—			9,788			—
Other operating income (expenses)		(6,358	)		792			(707	)		(2,008	)		2,965

Operating expenses
Voyage expenses and commissions		68,942			81,734			42,904			252,865			194,544
Ship operating expenses		57,622			52,371			47,632			208,894			191,235
Charter hire expenses		11,247			31,240			17,130			89,559			66,812
Administrative expenses		4,827			4,602			4,024			18,149			13,722
Impairment loss on right of use assets		—			—			—			—			94,233
Impairment loss on vessels		—			—			721			4,187			721
Depreciation		33,354			33,299			27,592			123,699			111,303
Total operating expenses		175,992			203,246			140,003			697,353			672,570

Net operating income (loss)		204,386			190,024			27,998			513,608			(61,662	)

Other income (expenses)
Interest income		154			76			298			484			1,193
Interest expense		(10,509	)		(10,846	)		(9,650	)		(39,909	)		(47,477	)
Gain (loss) on derivatives		1,211			5,598			2,677			30,465			(17,450	)
Equity results of associated companies		9,875			11,076			1,187			24,482			(3,710	)
Gain from disposal of associated companies		—			—			2,570			—			2,570
Other financial items		(990	)		(569	)		301			(1,523	)		(11,002	)
Net other (expenses) income		(259	)		5,335			(2,617	)		13,999			(75,876	)
Net income (loss) before income taxes		204,127			195,359			25,381			527,607			(137,538	)
Income tax expense		309			30			11			389			131
Net income (loss)		203,818			195,329			25,370			527,218			(137,669	)

Per share information:
Earnings (loss) per share: basic	$	1.02		$	0.97		$	0.18		$	2.74		$	(0.96	)
Earnings (loss) per share: diluted	$	1.01		$	0.97		$	0.18		$	2.73		$	(0.96	)

The accompanying selected notes are an integral part of these unaudited interim condensed consolidated financial statements.

GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

GOLDEN OCEAN GROUP LIMITED

Unaudited Interim Condensed Consolidated Balance Sheets

(in thousands of $) ASSETS	As of December 31, 2021		As of September 30, 2021		As of December 31, 2020
Current assets
Cash and cash equivalents		197,032		242,369		153,093
Restricted cash		12,985		20,093		22,009
Other current assets		159,373		186,056		109,427
Total current assets		369,390		448,518		284,529
Vessels and equipment, net		2,880,321		2,923,058		2,267,686
Vessels held for sale		—		16,760		9,504
Newbuildings		35,678		—		—
Finance leases, right of use assets, net		98,535		102,302		113,480
Operating leases, right of use assets, net		19,965		18,356		22,739
Other long-term assets		50,288		39,622		23,129
Total assets		3,454,177		3,548,616		2,721,067

LIABILITIES AND EQUITY
Current liabilities
Current portion of long-term debt		105,864		107,534		87,831
Current portion of finance lease obligations		21,755		23,332		23,475
Current portion of operating lease obligations		13,860		15,107		16,783
Other current liabilities		106,594		136,362		113,586
Total current liabilities		248,073		282,335		241,675
Long-term debt		1,156,481		1,244,735		957,652
Non-current portion of finance lease obligations		105,975		110,347		127,730
Non-current portion of operating lease obligations		14,907		16,036		25,254
Total liabilities		1,525,436		1,653,453		1,352,311
Equity		1,928,741		1,895,163		1,368,756
Total liabilities and equity		3,454,177		3,548,616		2,721,067

The accompanying selected notes are an integral part of these unaudited interim condensed consolidated financial statements.

GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

GOLDEN OCEAN GROUP LIMITED

Unaudited Interim Condensed Consolidated Cash Flow Statements

(in thousands of $)	Three months ended December 31, 2021			Three months ended September 30, 2021			Three months ended December 31, 2020			Twelve months ended December 31, 2021			Twelve months ended December 31, 2020
Net income (loss)		203,818			195,329			25,370			527,218			(137,669	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities;
Depreciation		33,354			33,299			27,592			123,699			111,303
Impairment loss on right of use assets		—			—			—			—			94,233
Impairment loss on vessels		—			—			721			4,187			721
Gain from sale of vessels		(4,928	)		(4,860	)		—			(9,788	)		—
Dividends from associated companies		—			—			—			—			450
Equity results from associated companies		(9,875	)		(11,076	)		(1,187	)		(24,482	)		3,710
Amortization of time charter party out contracts		804			45			1,975			1,859			12,148
Mark to market value on derivatives		(6,230	)		(2,797	)		(4,705	)		(19,435	)		20,542
Other, net		(1,115	)		(896	)		(4,056	)		(5,434	)		4,012
Change in operating assets and liabilities		3,328			(8,559	)		25,646			(37,426	)		31,190
Net cash provided by operating activities		219,156			200,485			71,356			560,398			140,640

Investing activities
Additions to vessels and right of use assets		(2,795	)		(802	)		(1,108	)		(292,539	)		(25,271	)
Additions to newbuildings		(36,015	)		—			—			(152,460	)		—
Proceeds from sale of vessels		36,360			—			—			54,012			—
Other investing activities, net		2			939			1,704			963			6,120
Net cash (used in) provided by investing activities		(2,448	)		137			596			(390,024	)		(19,151	)
Financing activities
Repayment of long-term debt		(90,727	)		(434,866	)		(321,297	)		(628,900	)		(390,138	)
Proceeds from long term debt		—			435,000			304,014			497,975			322,014
Net proceeds from share distributions		—			62			169			636			169
Debt fees paid		(34	)		(4,432	)		(3,040	)		(4,466	)		(3,040	)
Net proceeds from share issuance		—			—			—			352,225			—
Dividends paid		(170,370	)		(100,218	)		—			(320,692	)		(7,164	)
Lease incentives received		—			—			—			—			17,500
Repayment of finance leases		(8,022	)		(8,523	)		(7,522	)		(32,237	)		(48,972	)
Net cash used in financing activities		(269,153	)		(112,977	)		(27,676	)		(135,459	)		(109,631	)
Net change		(52,445	)		87,645			44,276			34,915			11,858
Cash, cash equivalents and restricted cash at start of period		262,462			174,817			130,826			175,102			163,244
Cash, cash equivalents and restricted cash at end of period		210,017			262,462			175,102			210,017			175,102

The accompanying selected notes are an integral part of these unaudited interim condensed consolidated financial statements.

GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

GOLDEN OCEAN GROUP LIMITED

Unaudited Interim Condensed Consolidated Statements of Changes in Equity

(in thousands of $, except for share data)	Twelve months ended December 31, 2021	Twelve months ended December 31, 2020
Number of shares outstanding
Balance at beginning of period	143,327,697	143,277,697
Shares issued	56,917,924	—
Distribution of treasury shares	190,000	50,000
Balance at end of period	200,435,621	143,327,697

Share capital
Balance at beginning of period	7,215	7,215
Shares issued	2,846	—
Balance at end of period	10,061	7,215

Treasury shares
Balance at beginning of period	(5,386)	(5,669)
Share distribution	1,077	283
Balance at end of period	(4,309)	(5,386)

Additional paid in capital
Balance at beginning of period	979	715
Shares issued	349,379	—
Stock option expense	620	264
Transfer to contributed surplus	(350,671)	—
Other	(22)	—
Balance at end of period	285	979

Contributed capital surplus
Balance at beginning of period	1,732,670	1,739,834
Distributions to shareholders	(320,692)	(7,164)
Transfer to contributed surplus	350,671	—
Balance at end of period	1,762,649	1,732,670

Accumulated earnings (deficit)
Balance at beginning of period	(366,722)	(228,704)
Distribution treasury shares	(441)	(115)
Adjustment on adoption of ASC 326 and other	—	(234)
Net income (loss)	527,218	(137,669)
Balance at end of period	160,055	(366,722)

Total equity	1,928,741	1,368,756

The accompanying selected notes are an integral part of these unaudited interim condensed consolidated financial statements.

GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

GOLDEN OCEAN GROUP LIMITED

SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. General

Golden Ocean Group Limited (the "Company" or "Golden Ocean") is a Bermuda incorporated shipping company specializing in the transportation of dry bulk cargoes. The Company's ordinary shares are listed on the Nasdaq Global Select Market with a secondary listing on the Oslo Stock Exchange.

2. Accounting policies

Basis of accounting

The unaudited condensed consolidated financial statements are stated in accordance with accounting principles generally accepted in the United States. The unaudited condensed consolidated financial statements do not include all of the disclosures required in the annual and interim consolidated financial statements and should be read in conjunction with the Company’s annual financial statements included in the Company’s annual report on Form 20-F for the year ended December 31, 2020, which was filed with the U.S. Securities and Exchange Commission on March 18, 2021.

Significant accounting policies

The accounting policies adopted in the preparation of the unaudited condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual financial statements for the year ended December 31, 2020.

3. Earnings per share

Basic earnings per share amounts for the three and twelve months ended December 31, 2021, are based on the weighted average number of shares outstanding of 200,435,621 and 192,354,746, respectively. The Company's treasury shares have been weighted for the portion of the period they were outstanding.

As of December 31, 2021, total outstanding share options were 1,100,000, which for the three and twelve months ended December 31, 2021, were dilutive under the treasury stock method by 633,918 and 614,802 shares respectively.

GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

4. Vessels and equipment, net and vessels held for sale

In February 2021, the Company entered into an agreement to acquire 15 modern dry bulk vessels and three newbuildings for a total consideration of $752 million (the "Vessel Acquisitions") from affiliates of Hemen Holding Ltd., the Company’s largest shareholder ("Hemen"). The Vessel Acquisitions have been accounted for as an asset acquisition rather than a business combination as substantially all of the fair value of the gross assets acquired on closing of the Vessel Acquisitions is concentrated in the value of the vessels, being a group of similar identifiable assets.

The Company took delivery of all vessels and newbuildings in the first six months of 2021.

In aggregate the Company capitalized $757.4 million under vessel and equipment related to the 15 vessels and three newbuildings, which includes $752.0 million described above and total adjustments of $5.4 million to the acquisition price of the vessels and newbuildings as described below.

In connection with the Vessel Acquisitions, the Company acquired certain unfavorable time charter-out contracts. The contracts were valued to net $2.2 million, which was recorded as an adjustment to the acquisition price of the vessels.

With reference to Note 6, "Newbuildings", the Company paid $2.1 million for newbuilding technical supervision and other costs not included in the original purchase price.

In April 2021, the Company finalized the sale of the Golden Saguenay, a Panamax vessel, to an unrelated third party for $8.4 million. In the twelve months ended December 31, 2021, the Company recorded an impairment loss of $4.2 million related to the sale.

In September 2021, the Company entered into an agreement to sell the Golden Opportunity, a Panamax vessel, to an unrelated third party for $17.2 million. The Company recorded a gain from sale of $4.9 million related to the sale of the vessel in the third quarter of 2021. The vessel was delivered to its new owner and a final payment was received in November 2021.

In October 2021, the Company entered into an agreement to sell the Golden Endurer, a Panamax vessel, to an unrelated third party for $20.0 million. The Company recorded a gain from sale of $4.9 million related to the sale of the vessel in the fourth quarter of 2021. The vessel was delivered to its new owner and a final payment was received in November 2021.

GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

5. Newbuildings

As part of the Vessel Acquisitions the Company acquired three newbuildings through acquisition of shares of three special purpose companies ("SPCs") with shipbuilding contracts (Golden Spray, Golden Fast and Golden Furious). Total consideration transferred for the shares in the SPCs amounted to $44.2 million, representing the purchase price, less remaining capital expenditure commitments. The original purchase price as per the vessels’ purchase agreements amounted to $114.5 million. The consideration of $44.2 million included a $0.6 million in working capital payment which was recorded as ‘Other assets’. Final payments to the shipyards for all three newbuildings net of liquidated damages (as described below) amounted to $68.4 million. In order to make a final settlement with the shipyards, the Company made a cash draw down on the $413.6 million Sterna facility (as defined below) of $63.0 million which equaled 55% of the original purchase price for the three newbuildings. In total, liquidated damages for late delivery of newbuildings of $2.2 million received from the shipyards were reimbursed to Hemen. In addition, the Company paid $2.1 million for newbuilding technical supervision costs and other costs. The total newbuilding balance of $116.4 million was transferred to 'Vessel and Equipment' upon delivery of the newbuildings. There is no remaining newbuildings balance for Golden Spray, Golden Fast and Golden Furious as of December 31, 2021.

In the fourth quarter of 2021, the Company paid first installments of $36.0 million for the seven Kamsarmax newbuilding contracts entered into in September and October of 2021.

6. Leases

As of December 31, 2021, the Company had 11 vessels chartered-in long-term where the Company is the lessee. Seven of eight vessels chartered in from SFL Corporation Ltd. (NYSE: SFL) ("SFL"), a related party, were classified as finance leases. For the twelve months ended December 31, 2021, the Company made a total repayment of $32.2 million to SFL in connection with these leases.

7. Equity securities

The Company has an investment in Eneti Inc., a company engaged in marine based renewable energy and listed on the New York Stock Exchange (NYSE: NETI) ("Eneti"). Eneti was, until February 2021, named Scorpio Bulkers Inc., and was engaged in dry bulk shipping. In the fourth quarter of 2021, the Company recorded a loss of $2.0 million based on the development of Eneti's share price. The mark to market loss is reported under other financial items in the Company's condensed consolidated statements of operations.

The Company has an equity investment of 17.5% of the shares in SwissMarine, a dry bulk freight operator. The Company accounts for this investment under the equity method, and the book value of the investment amounted to $39.7 million as of December 31, 2021. For the three months ended December 31, 2021, the Company recorded equity in earnings of SwissMarine of $8.9 million. As of December 31, 2021, the Company has a five-year subordinated shareholder loan to SwissMarine with an outstanding amount of $5.35 million. With reference to Note 12 ''Subsequent events'', SwissMarine repaid the loan in full in January 2022.

The Company has an equity investment of 10% of the shares in TFG Marine Ltd, a bunkering procurement joint venture company between Golden Ocean, Frontline Ltd. and Trafigura Pte Ltd. The Company accounts for this investment under the equity method and the book value of the investment was written down to zero as of December 31, 2021. The Company has also provided a shareholder loan of $0.9 million to TFG Marine with a five-year term, maturing in 2024.

GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

8. Long-term debt

As of December 31, 2021, the Company’s book value and outstanding principal of long-term debt was $1,262.3 million and $1,273.7 million, respectively. The current portion of long-term debt was $105.9 million.

In March 2021, the Company entered into a $413.6 million loan agreement with Sterna Finance Ltd., a related party, (“Sterna Facility”) to finance the debt portion of the Vessel Acquisitions. The debt was fully refinanced during the period, with the new $175.0 million and $260.0 million financings, as described below.

In August 2021, the Company signed a $175.0 million credit facility financing six Newcastlemax vessels, previously financed under the $413.6 million Sterna facility. The new facility has a five-year tenor and 19- year age adjusted repayment profile and carries an interest rate of LIBOR plus a margin of 190 basis points. The facility includes a $50 million revolving credit tranche. The facility was closed in August 2021, whereupon $170.0 million was used to repay the Sterna Facility. In December 2021, a $50 million revolving tranche was repaid.

In August 2021, the Company signed a sale-and-leaseback agreement in an amount of $260.0 million refinancing the remaining 12 ships financed in the Sterna Facility. The lease financing has a tenor of seven years, carries an interest rate of LIBOR plus a margin of 200 basis points, has straight line amortization profile of 21 years and includes purchase options throughout the term, with a purchase obligation at maturity. The facility was closed in September, thereby fully refinancing the remaining balance of the Sterna Facility.

9. Share capital

As of December 31, 2021, the Company had 201,190,621 issued and 200,435,621 outstanding common shares, each with a par value of $0.05. Additionally, the Company held 755,000 shares in treasury.

In February 2021, the Company completed a private placement, which raised gross proceeds of NOK 2,873 million, or approximately $338 million through the placing of 54,207,547 new shares at a subscription price of NOK 53.00 per offer share. Net proceeds from the private placement after deduction of legal and other placement related costs amounted to $335.3 million.

In May 2021, the Company completed a subsequent offering following the private placement and issued 2,710,377 new shares at NOK 53.00 per share, raising gross proceeds of NOK 143.6 million (or approximately $16.9 million). Net proceeds from the subsequent offering after deduction of legal and other placement related costs amounted to $16.9 million.

In May 2021, at the Annual General Meeting, the shareholders approved a reduction of Additional Paid in Capital, and, as such, $350.7 million was transferred from Additional Paid in Capital to Contributed Surplus.

In the fourth quarter ended December 31, 2021, the Company paid an aggregate of $170.4 million, or $0.85 per share in dividends to its shareholders related to the third quarter 2021 results.

GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

10. Related party transactions

The Company’s most significant related party transactions are with SFL, a company under the significant influence of the Company’s largest shareholder. With reference to Note 6, ''Leases'', the Company leased eight vessels from SFL during the fourth quarter of 2021.

In addition to charter hire for the eight leases from SFL, other amounts charged by related parties primarily include general management fees and charter hire for short-term charters. Amounts earned from other related parties primarily include commercial management fees.

With reference to Note 4, ''Vessels and equipment, net and vessels held for sale", in February 2021, the Company entered into an agreement to acquire 15 modern dry bulk vessels and three newbuildings for a total consideration of $752.0 million from affiliates of Hemen, a related party.

With reference to Note 8, ''Long-term debt'', the Company entered into $413.6 million loan agreement with Sterna Finance Ltd. to finance the debt portion of the Vessel Acquisitions. The loan was fully refinanced during the third quarter of 2021 and there was no outstanding balance as of December 31, 2021.

With reference to Note 7, ''Equity securities'', as of December 31, 2021, the Company had an outstanding subordinated shareholder loan with SwissMarine of $5.35 million and an outstanding shareholder loan with TFG Marine of $0.9 million. With reference to Note 12, ''Subsequent events'', the loan with SwissMarine was fully repaid in January 2022.

The Company has under the agreement with TFG Marine incurred costs of $180.9 million in relation to bunker procurement in the twelve months ended December 31, 2021. As of December 31, 2021, amounts payable to TFG Marine amounted to $6.6 million.

11. Commitment and contingencies

As of December 31, 2021, the Company had seven vessels under construction and outstanding contractual commitments of $201.7 million due by the first quarter of 2024. With reference to Note 5, ''Newbuildings'', installments of $36.0 million were made in November 2022 for seven vessels under construction.

With reference to Note 7, ''Equity securities'', the Company has issued a $20.0 million guarantee in respect of the performance of its subsidiaries under a bunker supply arrangement with TFG Marine. As of December 31, 2021, there is no exposure under this guarantee. In addition, should TFG Marine be required to provide a parent company guarantee to its bunker suppliers or finance providers then for any guarantee that is provided by the Trafigura group and becomes payable, the Company shall pay an amount equal to its equity proportion of that amount payable. The maximum liability under this guarantee is $4.0 million. There are no amounts payable under this guarantee as of December 31, 2021.

GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

12. Subsequent events

In January 2022, SwissMarine fully repaid the outstanding loan of $5.35 million.

On February 16, 2022, the Company's Board of Directors announced a cash dividend to the Company's shareholders of $0.90 per share in respect of the fourth quarter of 2021. The record date for the dividend will be March 3, 2022. The ex-dividend date is expected to be March 2, 2022 and the dividend is payable on or about March 10, 2022.

(A) Reconciliation of Net Income (loss) to EBITDA and Adjusted EBITDA (Earnings before Interest Taxes Depreciation and Amortization)

EBITDA represents net income (loss) plus net interest expense, income tax expense and depreciation and amortization. Adjusted EBITDA represents EBITDA adjusted to exclude the items set forth in the table below, which represent certain non-cash other items that the Company believes are not indicative of the ongoing performance of its core operations. EBITDA and Adjusted EBITDA are used by analysts in the shipping industry as common performance measures to compare results across peers. EBITDA and Adjusted EBITDA are not items recognized by accounting principles generally accepted in the United States of America ("GAAP") and should not be considered in isolation or used as alternatives to net income, operating income, cash flow from operating activity or any other indicator of the Company’s operating performance or liquidity required by GAAP.

The Company’s presentation of EBITDA and Adjusted EBITDA is intended to supplement investors’ understanding of the Company’s operating performance by providing information regarding the Company’s ongoing performance that exclude items the Company believes do not directly affect the Company’s core operations and enhancing the comparability of the Company’s ongoing performance across periods. The Company’s management considers EBITDA and Adjusted EBITDA to be useful to investors because such performance measures provide information regarding the profitability of the Company’s core operations and facilitate comparison of the Company’s operating performance to the operating performance of its peers. Additionally, the Company’s management uses EBITDA and Adjusted EBITDA as measures when reviewing the Company’s operating performance. While the Company believes these measures are useful to investors, the definitions of EBITDA and Adjusted EBITDA used by the Company may not be comparable to similar measures used by other companies.

The Company presents Adjusted EBITDA in addition to EBITDA because Adjusted EBITDA eliminates the impact of additional non-cash and other items not associated with the ongoing performance of the Company’s core operations. To derive adjusted EBITDA, the Company has excluded certain gains/losses such as those related to sale of vessels, sale of investments in associates, bargain purchase gain arising on consolidation, impairments on vessels, right of use assets and marketable securities, mark to market of derivatives and other financial items that it believes further reduce the comparability of the ongoing performance of the Company’s core operations across periods.

GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

(in thousands of $)	Three months ended December 31, 2021			Three months ended September 30, 2021			Three months ended December 31, 2020			Twelve months ended December 31, 2021			Twelve months ended December 31, 2020
Net income (loss)		203,818			195,329			25,370			527,218			(137,669	)
Interest income		(154	)		(76	)		(298	)		(484	)		(1,193	)
Interest expense		10,509			10,846			9,650			39,909			47,476
Income tax expense		309			30			11			389			131
Depreciation		33,354			33,299			27,592			123,699			111,303
Amortization of time charter party out contracts		804			45			1,975			1,859			12,148
Earnings before Interest Taxes Depreciation and Amortization		248,640			239,473			64,300			692,590			32,196
Impairment loss on right of use assets		—			—			—			—			94,233
Impairment loss on vessels		—			—			721			4,187			721
Gain from sale of vessels		(4,928	)		(4,860	)		—			(9,788	)		—
Gain from disposal of associated companies		—			—			(2,570	)		—			(2,570	)
(Gain) loss on derivatives		(1,211	)		(5,598	)		(2,677	)		(30,465	)		17,450
Other financial items		1,043			637			(446	)		1,718			10,521
Adjusted Earnings before Interest Taxes Depreciation and Amortization		243,544			229,652			59,328			658,242			152,551

(B) Reconciliation of Total Operating Revenues to Time Charter Equivalent Income and Time Charter Equivalent Rate

(i) Time Charter Equivalent Revenue:

Consistent with general practice in the shipping industry, the Company uses TCE income as a measure to compare revenue generated from a voyage charter to revenue generated from a time charter. The Company defines TCE income as operating revenues less voyage expenses and commission plus amortization of favorable charter party contracts (being the fair value above market of acquired time charter agreements upon the completion of the merger with Knightsbridge Shipping Limited). Under time charter agreements, voyage costs, such as bunker fuel, canal and port charges and commissions are borne and paid by the charterer whereas under voyage charter agreements, voyage costs are borne and paid by the owner. TCE income is a common shipping industry performance measure used primarily to compare period-to-period changes in a shipping company’s performance despite changes in the mix of charter types (i.e., spot charters and time charters) under which the vessels may be employed between the periods. Time charter equivalent income, a non-U.S. GAAP measure, provides additional meaningful information in conjunction with operating revenues, the most directly comparable U.S. GAAP measure, because it assists management in making decisions regarding the deployment and use of the Company's vessels and in evaluating their financial performance, regardless of whether a vessel has been employed on a time charter or a voyage charter.

GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

(in thousands of $)	Three months ended December 31, 2021			Three months ended September 30, 2021		Three months ended December 31, 2020			Twelve months ended December 31, 2021			Twelve months ended December 31, 2020
Total operating revenues		381,808			387,618		168,708			1,203,181			607,943
Add: Amortization of time charter party out contracts		804			45		1,975			1,859			12,148
Add: Other operating income (expenses)		(6,358	)		792		(707	)		(2,008	)		2,965
Less: Other revenues*		160			236		545			1,410			2,140
Net time and voyage charter revenues		376,094			388,219		169,431			1,201,622			620,916
Less: Voyage expenses & commission		68,942			81,734		42,904			252,865			194,544
Time charter equivalent income		307,152			306,485		126,527			948,757			426,372

*adjustment includes management fee revenue and other non-voyage related revenues recognized under other revenues.

(ii) Time Charter Equivalent Rate:

Time charter equivalent rate ("TCE rate") represents the weighted average daily TCE income of the Company's entire operating fleet.

TCE rate is a measure of the average daily income performance. The Company's method of calculating TCE rate for each vessel type is determined by dividing TCE income by onhire days during a reporting period. Onhire days are calculated on a vessel by vessel basis and represent the net of available days and offhire days for each vessel (owned or chartered in) in the Company's possession during a reporting period. Available days for a vessel during a reporting period is the number of days the vessel (owned or chartered in) is in the Company's possession during the period. By definition, available days for an owned vessel equal the calendar days during a reporting period, unless the vessel is delivered by the yard during the relevant period whereas available days for a chartered-in vessel equal the tenure in days of the underlying time charter agreement, pro-rated to the relevant reporting period if such tenure overlaps more than one reporting period. Offhire days for a vessel during a reporting period is the number of days the vessel is in the Company's possession during the period but is not operational as a result of unscheduled repairs, scheduled dry docking or special or intermediate surveys and lay-ups, if any.

GOLDEN OCEAN GROUP LIMITED, FOURTH QUARTER 2021

in thousands of $, except for TCE rate and days)	Three months ended December 31, 2021		Three months ended September 30, 2021		Three months ended December 31, 2020		Twelve months ended December 31, 2021		Twelve months ended December 31, 2020
TCE Income Capesize vessels		199,073		203,449		85,207		623,279		270,028
TCE Income Panamax vessels and Ultramax vessels		108,079		103,036		41,320		325,478		156,344
Total Time charter equivalent income		307,152		306,485		126,527		948,757		426,372

in days
Fleet onhire days Capesize vessels		5,065		5,334		4,678		19,900		17,746
Fleet onhire days Panamax and Ultramax vessels		3,647		4,166		3,283		14,498		13,917
Total Fleet onhire days		8,712		9,500		7,961		34,398		31,663
in $ per day
TCE per day Capesize vessels		39,304		38,142		18,214		31,321		15,216
TCE per day Panamax and Ultramax vessels		29,635		24,733		12,586		22,450		11,234
Time charter equivalent rate		35,256		32,262		15,893		27,582		13,466