|
Comprehensive Value Strategy Delivering Strong Results and Returns for Shareholders Diana Shipping's Proposal Substantially Undervalues Genco and Fails to Provide Appropriate Premium to Shareholders for Control of the Company Replacing the Board with Diana Shipping's Nominees Puts Shareholders' Investment and Value at Risk Genco Shareholders Do Not Need to Take Any Action at This Time New Yprk - March 30, 2026 Genco Shipping & Trading Limited (NYSE:GNK) ("Genco" or the "Company"), the largest U.S.-headquartered drybulk shipowner focused on the global transportation of commodities, today sent a letter to Genco shareholders highlighting the steps the Board and leadership team are taking to drive sustainable, long-term shareholder value. Highlights from the letter include: • Genco continues to deliver on its value strategy, which includes generating substantial returns for shareholders, expanding its earnings power with investments in high quality modern vessels and fortifying its balance sheet. • Genco has delivered total shareholder returns (TSR) of 213% over the past five years, more than double the S&P 500 TSR of 75% and more than five times Diana's meager TSR of 37% over the same period.1 • Genco's Board regularly evaluates opportunities to maximize shareholder value. After reviewing Diana's indicative proposal, the Board determined it did not reflect the underlying value of Genco and failed to provide shareholders with an appropriate premium for control of the Company. • The proxy fight Diana launched is a vote on whether to surrender control of Genco to Diana's handpicked nominees, who could potentially negotiate a transaction at meaningfully less attractive terms than the latest proposal or take commercial actions that are unfavorable to Genco's shareholders. Genco will provide information about its 2026 Annual Meeting of Shareholders in its proxy materials, which will be filed in due course. The Board recommends that shareholders disregard any proxy materials they may receive from Diana ahead of the Annual Meeting. The full text of the letter follows: Dear Fellow Shareholders, We are writing to update you on the strategic actions our Board of Directors and leadership team are taking to create and maximize value for all Genco shareholders. In addition, we are providing context around the attempt of Diana Shipping Inc. (Diana) to take control of your Company through its inadequate acquisition proposal and proxy fight to replace our entire board with its handpicked directors. We will be providing detailed information about our Annual Meeting and the actions you can take to protect your Genco investment in our proxy materials, which will be filed and mailed to shareholders in due course. We recommend you ignore or discard any proxy materials you may see or receive from Diana, one of our drybulk shipping competitors. Shareholders do not need to take any action at this time. Successfully Executing Our Comprehensive Value Strategy Over the past five years, the Genco team has been laser focused on executing our comprehensive value strategy to deliver strong returns for all shareholders. Our strategy centered around three core objectives: 1. Transforming Genco into a low-leverage, high-dividend company; 2. Maintaining significant flexibility to grow our fleet; and 3. Paying a sizable quarterly dividend through drybulk cycles based on our established dividend formula. We are proud of our success across each of these goals since initiating the strategy in April 2021. Notably, we have: • Provided substantial returns to shareholders by distributing $292 million in dividends or approximately $7 per share; • Invested in our fleet to further expand our earnings power and dividend capacity by deploying $492 million into high-quality modern vessels; and • Fortified our balance sheet to strengthen our ability to pay dividends throughout various freight rate environments, reducing debt by $250 million prior to the recent redeployment of capital for fleet renewal in Q1 2026. As a result, we have paid dividends for each quarter since implementing our value strategy, delivering total shareholder returns (TSR) of 213% over the past five years, more than double the S&P 500 TSR of 75% and more than five times Diana's TSR of 37% over the same period.2 As we continue executing our value strategy, Genco is well positioned to drive value through drybulk shipping cycles. Delivering Strong Results and Returns for Shareholders Our business has never been stronger. We ended the fourth quarter of 2025 with multi-year highs across EBITDA, TCE and a $0.50 dividend, which was our highest dividend since the fourth quarter of 2022 and our 26th consecutive quarterly dividend. Based on our firm fixtures to date, positive drybulk market dynamics and the execution of our strategy, we expect to continue delivering value for our shareholders with a higher dividend in Q1 2026 versus Q1 2025 during what tends to be a seasonally softer period. Over the last year, we continued to invest in the growth of our premium earning assets in sectors with compelling supply and demand fundamentals. As a result, we have increased our operating leverage and earnings power for the benefit of all shareholders. We have also further strengthened our balance sheet, positioning us to pursue additional accretive growth opportunities and continue delivering sizeable dividends, even amid today's uncertain global market. Maintaining Strong Corporate Governance Standards Against this backdrop of strong performance, our highly experienced and qualified Board and management team remain committed to maintaining the highest standards of corporate governance. Genco continues to lead the drybulk industry in a number of ways: • We are the largest U.S.-headquartered drybulk shipping company and the only listed drybulk shipping company with no related party transactions; • We have a diverse and independent Board of Directors, half of whom are women, with extensive expertise across relevant business areas, including shipping, commodities, fleet and technical management, commercial operations, capital allocation, financial reporting and M&A; and • We have been consistently ranked in the top quartile on corporate governance practices among public shipping companies by Webber Research. Our Board is Committed to Maximizing Shareholder Value As we mentioned, Diana is looking to take control of Genco. As part of these efforts, they have made an indicative proposal to acquire Genco for $23.50 per share. Our Board regularly evaluates opportunities to maximize shareholder value. Consistent with its fiduciary duties, our Board reviewed the proposal in consultation with external advisors and rejected it. Simply put, the Diana offer is too low. It does not capture the underlying value of Genco and fails to provide shareholders with an appropriate premium for control of Genco. Specifically, the proposal fails to appropriately compensate Genco shareholders for the hard work and strategic vision that have resulted in the Company's superior returns, premium earning assets, leading commercial operating platform, advantageous spot-focused commercial strategy and sizeable operating leverage in a strengthening drybulk market. We believe our shareholders should benefit from the work done to get us here, which we expect will continue to deliver strong returns going forward. We have sought to engage constructively with Diana on alternative transaction structures that would serve the best interests of all Genco shareholders. We have also made it clear to Diana that we are open to engaging with them in good faith, if they can provide an offer that appropriately values Genco and adequately rewards all shareholders. Diana has refused to engage on that basis. Instead, it launched a proxy contest aimed at replacing the entire Genco Board, we believe in an effort to advance its inadequate proposal or some other self-serving transaction. Replacing the Board with Diana's Nominees Puts Your Investment and Value at Serious Risk To be clear, the proxy contest is not a vote on whether to approve or reject Diana's $23.50 acquisition proposal. It is a vote on whether to give Diana's nominees control of the Company. The choice is stark. You are deciding between Genco's highly qualified Board, which has a proven track record of delivering value to you, and Diana's handpicked slate of directors. Diana's history includes related-party transactions favoring insiders3 and poor total shareholder returns. As shown below, Genco's Board and leadership team have generated far superior total shareholder returns than Diana.4 
It is critical to understand the risk: If Diana's nominees gain control of Genco's Board, they could approve a transaction at a price below the latest proposal or take commercial actions that are unfavorable to Genco's shareholders. They could also decide to change our low leverage high dividend model, reducing shareholder returns. We strongly believe Genco's current Board is best positioned to guide the Company forward and maximize value. Positioned to Generate Superior Value in 2026 and Beyond We are executing a disciplined and deliberate plan that is delivering strong operational results and shareholder returns. We are confident in our continued ability to generate superior value for our shareholders in 2026 and beyond. Our Board is open-minded and will continue to take actions that are in the best interest of all Genco shareholders. Thank you for your ongoing support. Sincerely, John C. Wobensmith Chairman of the Board and Chief Executive Officer Kathleen C. Haines Lead Independent Director Jefferies LLC is acting as financial advisor to Genco and Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP are serving as legal counsel to Genco. Morgan Stanley & Co. LLC is acting as special advisor to the Board of Directors. (1) Represents total shareholder returns as of the closing price on March 27, 2026 for the past five years as per Factset. (2) Represents total shareholder returns as of the closing price on March 27, 2026 for the past five years as per Factset. (3) Based on Diana's Form 20-F, filed with the Securities Exchange Commission on March 13, 2026, Item 7.B Major Shareholders and Related Party Transactions, at pps. 93-94 (www.sec.gov/ix?doc=/Archives/edgar/data/0001318885/000156276226000030/dsx-20251231.htm#a55253). (4) Represents the total shareholder returns of GNK and DSX as of the closing price on March 27, 2026, for the past 1-, 3- and 5-year periods as per Factset. About Genco Shipping & Trading Limited Genco Shipping & Trading Limited is a U.S. based drybulk ship owning company focused on the seaborne transportation of commodities globally. We transport key cargoes such as iron ore, coal, grain, steel products, bauxite, cement, nickel ore among other commodities along worldwide shipping routes. Our wholly owned high quality, modern fleet of dry cargo vessels consists of the larger Newcastlemax and Capesize vessels (major bulk) and the medium-sized Ultramax and Supramax vessels (minor bulk), enabling us to carry a wide range of cargoes. Genco's fleet consists of 45 vessels with an average age of 12.8 years and an aggregate capacity of approximately 5,044,000 dwt. Genco Shipping & Trading Limited press release 
|
