Application for exemption according to the Securities Trading Regulation section 5-7 - Golden Ocean Group Limited

Postboks 1524 Vika
0117 OSLO

Enquiries to: Ola Aamodt Enger
Dir. line: +47 22 93 99 41
Our reference: 15/8696
Date: 01.10.2015

Reference is made to Golden Ocean Group Limited (Golden Ocean) application of the 16 September 2015 for certain U.S. laws and provisions relating to periodic financial reporting to be considered equivalent to the requirements contained in Commission Directive 2007/14/EC, articles 13,15 and 17, cf. the Norwegian Securities Regulation (STR) § 5-7.

Golden Ocean refers to the circular from Finanstilsynet of 10 February 2011 "Periodic financial reporting – information to third country issuers" item 3.1 where it is stated that Finanstilsynet has considered that companies that are obliged to prepare Form 20-F and Form 10-K after U.S legislation, are considered to comply with equivalent rules for management report, responsibility statement and individual accounts. Finanstilsynet has accordingly granted exemption for issuers which are listed in the U.S that have applied for exemption from the said requirements.

Golden Ocean is a Bermuda-registered dry bulk company with Norway as its home state in accordance with the Norwegian Securities Trading Act (STA) section 5-4, as it is listed on the Oslo Stock Exchange. Golden Ocean is also listed on the NASDAQ Select Stock Market, thus the company is obliged to prepare and file an annual report (Form 20-F - applies to foreign private issuers) with the Securities Exchange Commission pursuant to section 13 or 15 (d) of the U.S. Securities Exchange Act of 1934.

Finanstilsynet has in its previous decisions concluded that the U.S. periodic reporting requirements (Form 20-F) are “equivalent” to the requirements contained in articles 13, 15 and 17 of Directive 2007/14/EC, cf. article 4 of the Transparency Directive.

According to the above mentioned, Golden Ocean is granted an exemption from the following:

• The Norwegian Securities Trading Act (STA) section 5-5 subsection (2) no. 2, cf the Norwegian Securities Trading Regulation (STR) section 5-7 (a) related to the management report.
  
• STA 5-5 subsection (2) no. 3, cf the Norwegian Securities Trading Regulation (STR) section 5-7 (c) related to the responsibility statement in the annual report.
  
  
• STA 5-5 subsection (3), cf the Norwegian Securities Trading Regulation (STR) section 5-7 (d) related to individual parent company accounts.

However, Finanstilsynet reserves the right to make renewed considerations due to decisions at a European level and in cases of changes in laws and regulations.

 Pursuant to the Norwegian Public Administration Act section 28, individual decisions may be appealed to the Ministry of Finance. The time limit for lodging an appeal is three weeks from the date on which Finanstilsynet’s decision has reached the party concerned; see the Public Administration Act section 29. The appeal must be sent directly to Finanstilsynet.

On behalf of Finanstilsynet

Tine Svae
Acting Head of Section  

Ola Aamodt Enger
Senior Adviser