Diana Shipping Inc. Alerts Genco Shareholders of Institutional Shareholder Services’ Recommendation to Vote Against Genco Shipping & Trading's Poison Pill

09 Jun 2026 21:33 CEST

ISS Recommendation Cites Entrenchment Concerns While Diana's $24.80 Per Share
All-Cash Offer is on the Table

Glass Lewis Recognizes Diana as a "Serious and Committed Bidder" and Highlights
Risks That the Rights Plan May Limit Shareholders' Ability to Evaluate any
Current Offer

Genco Board Resists Even Limited, Constructive Board Refresh with Two
Independent Nominees

Diana Urges Genco Shareholders to Vote the GOLD Universal Proxy Card "FOR" Jens
Ismar and Paul Cornell, "WITHHOLD" on Basil G. Mavroleon and Arthur L. Regan,
and "AGAINST" Ratifying Genco's Poison Pill

Athens, Greece – June 9, 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 is the largest shareholder of Genco Shipping
& Trading Limited (NYSE: GNK) (“Genco”), today highlighted Institutional
Shareholder Services Inc.'s ("ISS") recommendation that Genco shareholders vote
AGAINST the ratification of Genco's poison pill. ISS found that the pill's
proposed three-year extension raises concern about its potential use as an
entrenchment mechanism to prevent shareholders from accepting Diana's $24.80 per
share fully financed, all-cash offer or other offers made to Genco shareholders.
Glass Lewis & Co. ("Glass Lewis"), which characterized Diana as a "serious and
committed bidder," also raised concern that the poison pill may limit
shareholders' ability to evaluate Diana’s offer. These perspectives reinforce
that voting against the poison pill is an important step toward ensuring
shareholders have the opportunity they deserve to assess value creation
opportunities that impact their investment.

Genco has structured the poison pill ratification as an advisory vote only, with
no binding commitment to honor the result — meaning the Genco Board of Directors
(the "Genco Board") retains the right to maintain – and even extend – the poison
pill regardless of how shareholders vote. Diana asks: why won't the Genco Board
— which has spent millions of dollars blocking access to a fully financed,
all-cash offer — commit to remove the poison pill if shareholders vote it down?

Diana urges all Genco shareholders to vote the GOLD universal proxy card “FOR”
Jens Ismar and Paul Cornell — two highly qualified, independent drybulk
executives who would bring fresh perspectives and constructive change to the
Genco Board — and WITHHOLD on Basil G. Mavroleon and Arthur L. Regan, two
long-tenured directors whose continued presence on the Genco Board is emblematic
of the entrenchment Diana has sought to address throughout this campaign.

Semiramis Paliou, Diana's Chief Executive Officer, commented:

"We have spent six months making the case that Genco shareholders deserve a
board willing to engage seriously with a fully financed, premium all-cash offer.
The Genco Board has proved time and again that it has no such interest, and the
poison pill is the centerpiece of its entrenchment strategy. ISS's
recommendation that shareholders vote against Genco's poison pill is a
meaningful validation of the concerns we have raised throughout this campaign,
and we urge shareholders to vote against it to send a clear message to the Genco
Board of their desire to make their own informed decision about their
investment. We also encourage the election of our two nominees who would bring
necessary and constructive change to the Genco Board, whose dismissive response
to our good-faith effort to narrow our slate tells shareholders everything they
need to know about how afraid the Genco Board and management are of having any
voice in the board room that may question management’s agenda."

With respect to Genco's poison pill and its potential to entrench the incumbent
Board, ISS recommended a vote AGAINST ratification and stated:

"A vote AGAINST this proposal is warranted. This is merely an advisory proposal,
with no board commitment to terminating the pill should shareholders fail to
approve it. Moreover, the proposed extension of the pill for an additional three
years and shareholders' limited ability to act outside the annual meeting cycle
raises concern about its potential use as an entrenchment mechanism."

Glass Lewis, while recommending a vote in favor of the pill, nonetheless raised
similar concerns about the poison pill’s entrenchment risk and stated:

"Rights plans are generally viewed skeptically because they may limit
shareholders' ability to receive a takeover premium and may entrench an
incumbent board. In the present case, this concern is heightened by the fact
that Diana's Tender Offer is live and the Rights Agreement could affect Diana's
ability to complete an acquisition if the offer were successful."

With respect to the Genco Board's failure to engage with Diana's proposal, ISS
stated:

"It appears that the initial offer was a reasonable starting point for
discussions when it was disclosed."

"That the board did not engage at that time may be cause for concern."

Glass Lewis also noted the following about Diana, Genco's largest shareholder,
and its involvement:

"Diana has presented itself as a serious and committed bidder, having
accumulated a significant ownership position in Genco, submitted multiple
acquisition proposals, commenced a tender offer and subsequently increased its
cash offer multiple times. The revised $24.80 offer is supported by committed
financing and is not subject to a financing condition."

"Overall, the trading record suggests that Diana's involvement coincided with a
significant rerating of Genco's shares."

*Diana has neither sought nor obtained consent from ISS or Glass Lewis to use
previously published information in this press release.

Diana has updated its GOLD universal proxy card to reflect its updated slate and
recommendation that shareholders vote “FOR” Jens Ismar and Paul Cornell and
WITHHOLD on Genco nominees Basil G. Mavroleon and Arthur L. Regan.

Shareholders who have already voted on the previously circulated GOLD card for
Mr. Ismar and Mr. Cornell do not need to take any additional action — votes for
Ismar and Cornell will be counted. Shareholders who have voted the WHITE card
can change their vote by signing, dating and returning the GOLD universal proxy
card. Only the latest-dated proxy will count. Please act as soon as possible
—the Annual Meeting is on June 18, 2026, and the tender offer expires at 5:00
p.m., New York City time, on June 26, 2026, unless further extended.

For additional information about Diana's nominees, its case for change, and
other materials related to its proxy campaign, please visit
www.CashforGenco.com.

For assistance voting or tendering shares, contact Diana’s proxy solicitor and
information agent, Okapi Partners LLC, toll-free at (855) 305-0857 or by email
at info@okapipartners.com.

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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