|
Expresses Confidence in Strength of Business, Momentum Underway and Ability to Continue Generating Superior Returns and Shareholder Value Urges Shareholders to Vote FOR the Reelection of Genco's Six Directors on the WHITE Proxy Card Recommends Shareholders Do NOT Tender Their Shares into Diana's Inadequate and Highly Conditional Offer Additional Information Available at www.GencoDrivesSuperiorReturns.com New York - May 18, 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 from John Wobensmith, the Company's Chairman and Chief Executive Officer. Highlights from the letter include: • Since 2021, Genco's Board and management team have been implementing Genco's Comprehensive Value Strategy, resulting in $310 million or $7.16 per share in dividends paid to shareholders, a growing fleet of premium earnings vessels and industry-low leverage and breakeven levels. • Following Genco's success growing its Q1 dividend 133% year over year, Genco has significant momentum and is positioned to continue delivering compelling returns and dividend growth in Q2 and for the remainder of 2026. • Diana's highly conditional tender offer is unchanged from its prior inadequate proposal, and the Genco Board recommends shareholders do not tender their shares. • Independent sell-side analysts continue raising their estimates of Genco's net asset value ("NAV"), making Diana's offer look even more inadequate. • Allowing Diana's handpicked nominees to take control of the Board would introduce significant risks to Genco's strategy, governance and future value creation. • The Board strongly believes that Genco's underlying value and upside potential far exceeds what Diana is offering and that Genco's current directors are the right group to continue leading Genco forward. The full text of the letter follows: Dear Fellow Shareholders, I am writing to you personally to express my confidence in Genco's future, and to detail why we need you to take action in connection with our upcoming Annual Meeting. Your vote on the WHITE proxy card "FOR" our Board nominees and in line with the Board's other recommendations is critical. It will help ensure that Genco's highly qualified, independent Board can continue implementing our strategy that has driven outperformance, meaningful returns and positioned the Company for continued shareholder value creation. Genco Is Driving Results Across the Business with Continued Momentum Genco is operating from a position of strength. Over the past five years, we have executed our Comprehensive Value Strategy, which continues to deliver tangible results for Genco shareholders. Our Board and management team developed this strategy with a central idea: strong governance and disciplined capital allocation are critical for generating returns and value for shareholders. Our thesis has been proven, and, as a result, Genco has significantly increased its earnings power and dividend capacity. Since we began implementing our Comprehensive Value Strategy in April 2021, we have: • Paid $310 million and $7.16 per share in dividends. We have delivered 27 consecutive quarterly dividends — the longest uninterrupted streak in our industry. • Grown our fleet of premium earning vessels. We have invested $557 million in our fleet, enabling us to take advantage of a strengthening drybulk market and enhance shareholders' upside potential. • Reduced our cash flow breakeven rate. We have strengthened our balance sheet by paying down $119 million in debt, supporting Genco's industry-low leverage and breakeven levels and increasing our ability to generate cash flow. As a result, we have a foundation to return capital to shareholders and take advantage of growth opportunities in various rate environments. Our Recent Financial Performance Demonstrates that Our Strategy is Creating Value for Shareholders We are generating solid earnings and delivering significantly higher dividends: • Genco generated net income of $9.3 million and adjusted EBITDA of $36.2 million in Q1 2026, 358% higher year-over-year1 • We increased our first quarter dividend to $0.35 per share, up 133% year-over-year • Full year 2026 operating cash flow is projected to be nearly $200 million, which would be an increase of more than 2x versus the 2025 level and the highest mark since 20222 • We project a second quarter dividend of $0.70 per share, a 367% increase year-over-year2 • Our dividend formula would produce a total dividend of $2.50 per share in 2026, assuming the forward freight curve for the balance of the year2 We have momentum and believe Genco is well positioned to continue delivering compelling returns and dividend growth in a strengthening drybulk market. Our Highly Qualified Board is Committed to Strong Governance and Creating Shareholder Value Underlying everything we do at Genco are our industry-leading corporate governance practices. We are the only U.S.-listed drybulk company with no related-party transactions benefiting insiders and have been consistently ranked in the industry's top quartile for governance practices.3 Our Board of Directors brings the right mix of experience, independence and expertise to guide the Company forward. Over time, we have thoughtfully and deliberately added highly qualified directors with deep shipping, drybulk commodities, capital markets and other relevant business expertise. Importantly, as I noted, our Board has been the architect of Genco's Comprehensive Value Strategy, which continues to drive our strong performance and returns today. While we are pleased with the progress we have made, our Board remains open-minded in evaluating all opportunities to create additional value for shareholders. To that end, we regularly review our performance and evaluate strategic opportunities. Consistent with this approach, we proactively reached out to Diana Shipping in June 2024 to explore a potential business combination. Beyond our prior engagements with Diana, we have also reviewed and considered a number of strategic opportunities — all through the prism of maximizing shareholder value. For example, our Board reviewed and rejected a proposal by Star Bulk Carriers Corp. to acquire Genco in July 2025 at a discounted price of $16 per share in cash and stock. Let me be clear: we would support a strategic transaction, but we will not settle for one that undervalues Genco at the expense of our shareholders. Any transaction must appropriately compensate our shareholders by reflecting the full underlying value of our assets and providing a meaningful control premium. We have been transparent about this standard and remain willing to engage with any party that meets it. Our strong and growing earnings and dividends only serve to further validate our rejection of these fundamentally inadequate proposals. Our shareholders today are benefiting from our Board's decisions. The Situation with Diana This brings me to the current situation with Diana. Simply put, Diana is attempting to take control of Genco at a discount. They have rapidly accumulated Genco shares, made a series of inadequate proposals, launched a conditional tender offer and are now seeking to replace your Board through a proxy contest. We strongly believe the value and upside of your Genco investment far exceeds what Diana is offering and that our Board is the right group to continue leading Genco. • Diana's tender offer is inadequate and highly conditional. Genco's Board reviewed the offer and recommends shareholders not tender their shares. The $23.50 per share price is unchanged from Diana's prior inadequate proposal, is well below the value of our assets, does not provide a control premium and is below Genco's current trading price. In addition, the numerous conditions attached to the offer make it highly unlikely to be completed, rendering it illusory. • We note that independent sell-side analysts who follow our industry continue raising their estimates of Genco's net asset value ("NAV"), making Diana's offer look even more inadequate. Today, the mean sell-side analyst NAV estimate is $26.54, and the current median analyst estimate is $26.80 in a period of rising asset values across the industry.4 • Diana's handpicked nominees would jeopardize our progress. Allowing Diana's handpicked nominees to take control of our Board would remove our highly qualified directors and introduce significant risks to Genco's strategy, governance and future value creation. Diana has made a number of false and misleading statements as part of its takeover campaign. Don't be fooled — Diana is simply trying to distract from the inadequacy of its offer. You can find the facts about Diana's history of value destructive self-dealing, the reasons its nominees shouldn't be trusted and why they are unfit to serve on our Board at www.gencodrivessuperiorreturns.com. Protect Your Genco Investment At this critical juncture, there are two important actions we urge you to take: • Vote the WHITE proxy card today: You should vote "FOR" the reelection of Genco's six directors and according to the Board's other recommendations on the Company's WHITE proxy card, "WITHHOLD" on Diana's nominees and "AGAINST" Diana's shareholder proposals. You can vote by telephone, online, or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided. By doing so, you will enable us to continue executing our strategy and delivering value through dividends and growth in a strengthening drybulk market. • Do NOT tender your shares into Diana's offer: Don't give away your shares at an inadequate price for an offer that may not be completed. To reiterate, we remain open to engaging with any party - including Diana - if they present a proposal that fully and fairly compensates our shareholders. To date, Diana has not done so. Instead, we believe Diana's intent is clear: gain control of YOUR company without paying YOU full value for YOUR investment. Genco's Future is Bright, but it Requires You to Take Action Today Our Comprehensive Value Strategy is working. Our business is strong. We are well positioned to continue delivering substantial dividends and driving growth in a favorable market backdrop. To capture the upside of your Genco investment, you need to vote FOR Genco's directors on the WHITE proxy card and reject Diana's inadequate and highly conditional tender offer. Thank you for your continued trust and support. Sincerely, John Wobensmith Chairman of the Board and Chief Executive Officer Additional shareholder resources regarding the 2026 Annual Meeting of Shareholders can be found here: www.GencoDrivesSuperiorReturns.com. 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. 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 43 vessels with an average age of 12.6 years and an aggregate capacity of approximately 4,935,000 dwt. 1) EBITDA represents net income (loss) attributable to Genco Shipping & Trading Limited plus net interest expense, taxes, and depreciation and amortization. EBITDA is included because it is used by management and certain investors as a measure of operating performance. EBITDA is used by analysts in the shipping industry as a common performance measure to compare results across peers. Our management uses EBITDA as a performance measure in consolidating internal financial statements and it is presented for review at our board meetings. We believe that EBITDA is useful to investors as the shipping industry is capital intensive which often results in significant depreciation and cost of financing. EBITDA presents investors with a measure in addition to net income to evaluate our performance prior to these costs. EBITDA is not an item recognized by U.S. GAAP (i.e. non-GAAP measure) and should not be considered as an alternative to net income, operating income or any other indicator of a company's operating performance required by U.S. GAAP. EBITDA is not a measure of liquidity or cash flows as shown in our consolidated statement of cash flows. The definition of EBITDA used here may not be comparable to that used by other companies. 2) Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was part of our fleet during the period divided by the number of calendar days in that period. 3) We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period. 4) We define chartered-in days as the aggregate number of days in a period during which we chartered-in third-party vessels. 5) We define available days as the number of our ownership days and chartered-in days less the aggregate number of days that our vessels are off-hire due to familiarization upon acquisition, repairs or repairs under guarantee, vessel upgrades or special surveys. Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues. 6) We define available days for the owned fleet as available days less chartered-in days. 7) We define operating days as the number of our total available days in a period less the aggregate number of days that the vessels are off-hire due to unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues. 8) We calculate fleet utilization as the number of our operating days during a period divided by the number of ownership days plus chartered-in days less drydocking days. 9) We define TCE rates as our voyage revenues less voyage expenses, charter hire expenses, and realized gain or losses on fuel hedges, divided by the number of the available days of our owned fleet during the period. TCE rate is not an item recognized by U.S. GAAP (i.e., it is a non-GAAP measure). However it is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire rates for vessels on voyage charters are generally not expressed in per-day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts. Our estimated TCE for the second quarter of 2026 is based on fixtures booked to date. Actual results may vary based on the actual duration of voyages and other factors. Accordingly, we are unable to provide, without unreasonable efforts, a reconciliation of estimated TCE for the second quarter to the most comparable financial measures presented in accordance with GAAP. Genco Shipping & Trading Limited press release 
|
