Diana Shipping Inc. Files Definitive Proxy Statement and Sends Letter to Genco Shipping & Trading Shareholders

07 May 2026 23:49 CEST

Details Six-Month Campaign of Entrenchment and Diversion by a Board That Has
Completely Refused to Engage on a Fully Financed, All-Cash Offer at a 31%
Premium

Details Extensive Record of Governance Failures, Misaligned Incentives and
Unchecked Executive Pay

Urges Genco Shareholders to Vote the GOLD Universal Proxy Card “FOR” Diana's Six
Independent Director Nominees at the 2026 Annual Meeting

Athens, Greece – May 7, 2026 – Diana Shipping Inc. (NYSE: DSX) (“Diana” or “the
Company”), a global shipping company specializing in the ownership and bareboat
charter-in of dry bulk vessels that owns approximately 14.7% of the outstanding
shares of common stock of Genco Shipping & Trading Limited (NYSE: GNK)
(“Genco”), today announced that it has filed a definitive proxy statement in
connection with its nomination of six highly qualified, independent director
candidates — Gustave Brun-Lie, Paul Cornell, Chao Sih Hing Francois, Jens Ismar,
Viktoria Poziopoulou, and Quentin Soanes — for election to Genco's Board of
Directors (the "Genco Board") at Genco's 2026 Annual Meeting of Shareholders on
June 18, 2026.

In connection with the definitive proxy filing, Diana has also sent an open
letter to Genco shareholders detailing the Genco Board's six-month refusal to
engage on Diana's fully financed, all-cash proposal to acquire Genco at $23.50
per share — a 31% premium to Genco's undisturbed share price. The letter
exposes an extensive record of entrenchment and governance failures that
reflects a Board and management consumed with protecting its own roles and
compensation at shareholders' expense.

Diana urges all Genco shareholders to vote the GOLD universal proxy card "FOR"
each of Diana's six independent nominees as soon as possible. Shareholders who
have already voted the WHITE proxy card can change their vote at any time by
signing, dating and returning the enclosed GOLD universal proxy card — only the
latest-dated proxy will count.

Genco shareholders who have questions or need assistance voting their shares
should contact Diana's proxy solicitor, Okapi Partners LLC, toll-free at (212)
297-0720 or by email at info@okapipartners.com.

The full text of Diana’s letter to shareholders is below.

May 7, 2026

Dear Fellow Genco Shareholder:

As the largest shareholder of Genco Shipping & Trading Limited (“Genco”) with a
14.7% equity ownership stake, Diana Shipping Inc. (“Diana’) today filed a
definitive proxy statement and we are writing to ask for your support in
electing our six independent director nominees to the Genco Board of Directors
(the "Genco Board") — Gustave Brun-Lie, Paul Cornell, Chao Sih Hing Francois,
Jens Ismar, Viktoria Poziopoulou and Quentin Soanes — at Genco’ 2026 Annual
Meeting of Shareholders on June 18, 2026.

We have taken this important step because since November 2025, we have made two
fully financed, all-cash proposals to acquire Genco, initially at $20.60 per
share and currently at $23.50 per share. The Genco Board has refused to engage
with us in any way.

Diana has made a compelling, certain and fully actionable proposal

We believe our $23.50 per share proposal offers compelling value to Genco
shareholders. It represents a 31% premium to Genco's undisturbed closing price
on November 21, 2025, and approximately 1.0x NAV based on the fleet values Genco
reported in its fourth quarter 2025 presentation. Genco's shares have
historically traded at an average 30% discount to NAV since 2020.

We have taken a series of important steps to demonstrate our commitment to
pursuing a transaction with Genco, including:

• Making numerous approaches to Genco seeking to engage in discussions regarding
our proposal;

• Obtaining fully committed financing of $1.433 billion from six leading global
banks so our proposal would be subject to no financing condition;

• Entering into a binding purchase and sale agreement with Star Bulk Carriers
Corp. (“Star Bulk”) for Star Bulk to acquire 16 of Genco’s vessels to support
our acquisition proposal;

• Launching a fully financed cash tender offer directly to Genco shareholders at
$23.50 per share, which, together with all the other steps we have taken, should
eliminate any uncertainty as to the immediate actionability of our offer;

• Delivering to Genco a merger agreement in a form that we believe can be
finalized in a matter of days with minimal changes if the Genco Board would be
willing to engage with us; and

• Nominating six highly qualified, independent candidates to Genco’s board, who
are committed to maximizing the value of shareholders’ investment in Genco,
whether through a transaction with Diana or other means.

What steps has Genco’s Board and management team taken in response to our
proposals? In short, a campaign of entrenchment and diversion for the purpose of
retaining their roles and outsized compensation.

For six months, the Genco Board has:

• Rebuffed all invitations to meet with us to discuss our proposals;

• Raised misleading objections to our proposals, seeking to depict our highly
certain, fully financed $23.50 cash offer as illusory;

• Adopted a poison pill denying opportunities for shareholders to sell their
shares at a premium valuation;

• Adopted a new severance plan – falsely called a “retention plan” – principally
benefitting executives who already have generous severance packages, while
inaccurately and laughably claiming that the plan confers no new benefits;

• Delayed scheduling its annual meeting – thereby disenfranchising shareholders
for whom the annual meeting represents a critical tool to express support for
Diana’s offer;

• Not disclosed the members or legal counsel of the Special Committee it claims
to have formed to evaluate Diana's proposal and consider strategic alternatives,
raising questions of independence and focus; and

• Hired two sets of investment banks and law firms whose fees will come out of
Genco shareholders’ pockets (and there may potentially be more advisers and fees
related to the Special Committee). Genco recently revealed for the first time
that they will spend approximately $11 million of your money to fend off our
fully financed, premium offer.
These are not the actions of a Board committed to shareholders’ best interests.

Our nominees are independent of Diana, and bring deep and complementary
experience across drybulk shipping, finance, mergers and acquisitions, and
corporate governance. Simply put, they will be excellent stewards of Genco and
will consider all possible avenues for maximizing the value of your investment —
something the current Board has consistently refused to do.

The Genco Board Has Presided Over a Series of Governance Failures

In addition to the pattern of entrenchment reflected in the actions taken by the
Genco Board in response to Diana’s proposal, consider the following:

• Comp Committee Chair is Not Independent. Basil Mavroleon has served on the
Genco Board since 2005 and chairs the Compensation Committee as a so-called
"independent" director. In fact, Mavroleon has longstanding financial and
personal ties to Genco’s CEO and Chairman of the Board John Wobensmith, through
the merchant bank where Wobensmith previously worked. Under the leadership of
his friend Mavroleon, the Compensation Committee has lavished extraordinary
compensation on Wobensmith dating back to Genco’s 2014 bankruptcy and before. It
should also be mentioned that Mavroleon has served an extraordinarily long
tenure as a director.

• Performance Declines/Compensation Increases. Genco’s performance has steadily
declined, but this has not prevented Wobensmith and other top executives from
receiving significantly outsized pay packages. For instance:

- Despite a net loss and five consecutive years of declining EBITDA,
Wobensmith's pay in 2025 was the highest in Genco's five-year Pay Versus
Performance table — and the Genco Board quietly changed the bonus metric to make
that possible. When management missed its own performance targets, the board and
the compensation committee, including Mavroleon and lead director Haines, moved
the goalposts rather than hold executives accountable. Adjusted EBITDA —
Genco's self-identified most important financial measure — collapsed 66% from
$252.9 million in 2021 to $151.2 million in 2024 and $85.9 million in 2025.
Genco reported a net loss of $4.4 million in 2025. Despite this, Wobensmith's
"compensation actually paid" rose to $5,945,310, the highest figure in Genco's
five-year Pay Versus Performance table, after the compensation committee
replaced Free Cash Flow with Adjusted EBITDA as the primary bonus metric,
enabling a 100% short-term incentive payout.

- The Board's response to underperformance did not stop there: in 2023, it
awarded performance-based vesting RSUs (PRSUs) to Wobensmith and other
executives tied to a 7.0% return on invested capital (ROIC) target. Management
missed it, achieving only 6.2% ROIC. Rather than maintain or raise the bar, the
board lowered it — awarding 2025 PRSUs with a target range of just 4.0%–5.0%
ROIC, down from 7.0%. The pattern of self-enrichment is not new: in 2014, the
year Genco filed for Chapter 11, Wobensmith received more than $17.5 million in
compensation. Since 2021, he has sold approximately $11.5 million in Genco
stock.

- Despite declining EBITDA, Genco is now asking you to approve a 35% increase in
its executive incentive plan pool — and give a disproportionate share of that to
Wobensmith. A vote to expand this pool is effectively a vote to deliver yet
another outsize payday to Wobensmith even as the company's performance has
deteriorated under his leadership. According to Genco's proxy statement,
Wobensmith has received 69% of all options, 40% of all RSUs and 53% of all PRSUs
granted under Genco's 2015 Incentive Plan.

- An "Employee Retention Plan" was approved 28 days after our proxy contest
began — and it is effectively a single trigger severance arrangement for
Wobensmith. On February 13, 2026, the Genco Board approved this plan, providing
for $11.26 million in cash severance and $16.70 million (together, approximately
$0.64 per share) in accelerated equity to the four named executive officers
(assuming a termination date of May 5, 2026, and a stock price of $25.21) and
providing an undisclosed additional amount of shareholder money to other
employees. This is not a retention plan — it pays out only if control changes,
specifically if 50% of the board is replaced, rather than the customary majority
threshold, or if someone buys the company. For Wobensmith, the plan is
essentially a single trigger severance arrangement. Moreover, Genco has refused
to disclose the plan's full cost — only disclosing amounts attributable to the
four named executive officers.
• Poison Pill is Shareholder Damaging. Genco is now seeking ratification of the
poison pill it unilaterally adopted and approval of a three-year extension.
Shareholders should understand what they are being asked to approve. The pill's
"qualifying offer" provision — which in theory should allow shareholders to act
on a legitimate acquisition offer independent of the board — is illusory. It
imposes twelve separate conditions that must all be satisfied, and even a fully
financed all-cash offer – such as Genco’s - could fail to qualify merely because
an investment bank retained by the Genco Board deems it inadequate, or because
Genco's stock traded above the offer price for even a single day. The pill is
also extraordinarily expansive in scope, using "daisy chain" ownership concepts
that Delaware courts have labeled "extreme": if Shareholder A is deemed to be
acting in concert with Shareholder B, and Shareholder B is separately deemed to
be acting in concert with Shareholder C, the pill aggregates the ownership of
all three — regardless of whether A and C have ever communicated. In any event,
the Genco Board doesn’t really consider your view important. The Genco Board
expressly retains full authority to unilaterally amend or extend the pill
regardless of the outcome of the vote.

• Proxy Put Could Cause a Default. Genco's credit agreement includes a "proxy
put" provision under which a change of control — resulting in an event of
default under the credit agreement — may occur if a majority of the board is
replaced by directors not approved by incumbent members. Under the express terms
of the agreement, any such consequences can be avoided entirely if the incumbent
board approves the incoming directors. The Genco Board has the ability to
neutralize this risk simply by approving our nominees upon their election — as
any board acting in good faith should do. But this Board refuses to do so – and
the cost will be borne by shareholders.

• Misaligned Interests. Importantly, these decisions are being made by a Board
whose interests are completely misaligned with those of shareholders. Three
Genco directors, including, incredibly, its Lead Independent Director Kathleen
Haines, each beneficially own zero shares of Genco common stock. Basil
Mavroleon, head of the Compensation Committee that has so richly rewarded
management, beneficially owns 739 shares after a more than two-decade
involvement with Genco. Indeed, those 739 shares represent the entire beneficial
ownership of the members of the Compensation Committee.

TAKE BACK CONTROL OF YOUR INVESTMENT – VOTE GOLD TODAY

The Genco Board has had six months and every opportunity to act in your
interest. Instead, it has taken a series of actions to entrench itself and
reward management at the expense of shareholder interests. It has taken no
action to pursue an opportunity to maximize the value of your investment.

Diana's six nominees bring deep and independent experience across drybulk
shipping, finance, M&A and corporate governance. None are affiliated with Diana.
Each shares a single purpose: ensuring the Genco Board fulfills its fiduciary
obligation to evaluate all value-maximizing alternatives on the merits,
including Diana's $23.50 per share all-cash offer, our tender offer, and any
other strategic alternative that may emerge.

We urge you to vote the GOLD universal proxy card FOR each of our six
independent nominees — Gustave Brun-Lie, Paul Cornell, Chao Sih Hing Francois,
Jens Ismar, Viktoria Poziopoulou and Quentin Soanes — and WITHHOLD on Genco's
nominees. We also urge you to tender your shares pursuant to Diana's tender
offer at $23.50 per share in cash. The proxy vote and the tender offer are
independent of each other — you can and should do both.

If you have already voted the WHITE card, you can change your vote by signing,
dating and returning the enclosed GOLD universal proxy card. Only your
latest-dated proxy will count. Please vote the GOLD Card as soon as possible.

For assistance voting, contact our proxy solicitor, Okapi Partners LLC,
toll-free at (212) 297-0720 or by email at info@okapipartners.com.

A board that has spent six months protecting itself instead of acting for you
has told you everything you need to know. The rest is up to you.

Sincerely,

Semiramis Paliou
Chief Executive Officer and Director
Diana Shipping Inc. (NYSE: DSX)

About Diana Shipping Inc.

Diana Shipping Inc. (“Diana”) (NYSE: DSX) is a global provider of shipping
transportation services through its ownership and bareboat charter-in of dry
bulk vessels...

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