Diana Shipping Inc. Addresses Genco Shipping & Trading’s Last-Ditch Attempt to Cling to Poison Pill

15 Jun 2026 12:45 CEST

Amid Growing Opposition from Shareholders, Genco Board Continues to Further
Entrench Itself by Refusing to Rescind the Poison Pill Should Shareholders Vote
Against the Poison Pill as Recommended by ISS

Genco Continues to Put Forth Manufactured Claims Regarding Diana’s Disclosures
to Distract Shareholders, Fails to Explain Why They Justify Instituting a
Drastic Defensive Measure Against Largest Shareholder

Diana Urges Shareholders to Vote "AGAINST" Ratifying Genco's Poison Pill and
Equity Incentive Plan

Also Urges Genco Shareholders to Vote the GOLD Universal Proxy Card "FOR" Jens
Ismar and Paul Cornell Ahead of the Annual Meeting on June 18, Who Will Bring
Much-Needed Fresh Perspectives to the Genco Board, and "WITHHOLD" on Basil G.
Mavroleon and Arthur L. Regan

Athens, Greece – June 15, 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 addressed a series of
new conditions regarding Genco’s poison pill that have been announced by the
Genco Board of Directors (the “Board”).

Diana urges shareholders not to be distracted by Genco’s blatant attempt to
confuse shareholders with empty promises. After Institutional Shareholder
Services Inc.'s ("ISS") recommendation that Genco shareholders vote AGAINST the
ratification of Genco's poison pill, the Genco Board had an opportunity to
demonstrate its supposed “commitment to strong corporate governance and
shareholder engagement” and indicate that it would rescind the poison pill if
shareholders vote against it. Instead, the Board chose to cling to the poison
pill – the centerpiece of its entrenchment strategy – and reaffirm its
commitment to maintaining the pill with a few self-serving, meaningless last
minute qualifications. Genco shareholders should not be manipulated into
accepting such a poison pill. Genco has a simple responsibility:

If Genco Shareholders Vote Against the Poison Pill, the Board Should Immediately
Rescind the Poison Pill.

In its most recent manifesto about the poison pill, Genco made claims that
Diana’s purchases of Genco shares were not properly disclosed. These claims are
a distraction that Genco is using to justify a defensive measure that is
contrary to shareholder interests. Genco tries to justify this shareholder
democracy failure by saying the situation is “different and unique” with no
explanation. Genco should explain to its shareholders what really is “different
and unique” here, other than the fact that Diana has presented a fully financed,
all-cash premium offer to Genco shareholders.

It should also be noted that, conveniently, the Genco Board did not make any
“commitments” regarding the poison pill’s qualifying offer clause, which
includes atypical features that are particularly powerful for entrenching the
Genco Board and management team with respect to Diana’s offer.

In its report about the proxy contest, ISS made the following comments about the
terms of the poison pill:

• To be a qualifying offer under the terms of the Genco poison pill, “the offer
price must be in excess of the highest reported market price of GNK shares in
the preceding 24 months (with the value of any equity consideration determined
based on the lowest reported market price for the bidder's shares in the five
days before and after the commencement of the offer).”

• “Concerns are compounded by the requirement that the offer remain open for a
potentially extensive period.”

• “Moreover, the pill will not be redeemed automatically if the tender offer is
within the pill's parameters but merely cease to apply to the offer so long as
it remains a qualifying offer. This may be more difficult than it appears: for
example, given the minimum price requirement, any spike in the GNK share price
past the offer price, no matter how briefly sustained, may result in the offer
no longer being considered a qualifying offer.”

• On balance, this qualified offer clause does not appear to provide a
reasonable means for redemption of the poison pill if another party attempts to
acquire the company.

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

Diana believes the best way for shareholders to ensure that their interests are
properly considered is to send the Board a clear and decisive message about
their track record of entrenchment favoring the interests of Genco management
over shareholders by voting:

• FOR Diana's nominees Jens Ismar and Paul Cornell, who would bring necessary
fresh, independent perspectives to the Genco Board;
• WITHHOLD on Basil G. Mavroleon and Arthur L. Regan;
• AGAINST Genco's proposal to ratify its poison pill; and
• AGAINST Genco’s proposal to ratify its equity incentive plan.

Mr. Ismar and Mr. Cornell are independent drybulk executives who would bring
fresh perspectives and directly relevant expertise to the Genco Board and would
work alongside the tenured directors already in place to consider all
opportunities to create value for shareholders — including rescinding the poison
pill.

Diana believes Genco shareholders deserve a Board that will act to serve their
interests — and that Jens Ismar and Paul Cornell are exactly the kind of
independent, experienced voices needed to bring fresh perspectives into the
boardroom and ensure all strategic opportunities are properly evaluated on
behalf of all shareholders.

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.

Diana also reminds shareholders that its $24.80 per share all-cash tender offer
remains live. Shareholders who have not yet tendered their shares are encouraged
to do so prior to the tender offer's expiration at 5:00 p.m., New York City
time, on June 26, 2026, unless further extended. The proxy vote and the tender
offer are independent of each other — shareholders can and should act on both.

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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