Genco Shipping & Trading Responds to Diana Shipping Inc.’s Intent to Nominate Directors to Replace Entire Genco Board

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 responded to Diana Shipping Inc. (“Diana”), which disclosed its intent to nominate six director candidates to stand for election to the Genco Board of Directors at the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”).

Genco issued the following statement:

Our Board is dedicated to upholding the highest standards for corporate governance to further its fiduciary duties.

In that light, the Board takes its composition seriously and has a rigorous process to review and consider director candidates that it applies to every candidate. That process has resulted in a Board with six highly qualified individuals, five of whom are independent and all of whom possess valuable skills and experience in shipping and other areas relevant to advancing Genco’s strategy and creating shareholder value.

Our Board and leadership team are executing a comprehensive value strategy that is delivering strong operating and financial results and positioning Genco to create significant shareholder value throughout the cycles. Moreover, Genco has also earned top quartile rankings in an industry-wide corporate governance research report for many years.

Today, Diana has disclosed its intention to nominate six director candidates to replace our entire Board in furtherance of an indicative, unsolicited proposal to acquire all outstanding shares of Genco that it did not already own for $20.60 per share.

As previously disclosed, our Board thoroughly reviewed the proposal with the assistance of external advisors and determined the proposal significantly undervalued Genco, was not in the best interest of our shareholders and had considerable execution risks. Our Board therefore determined that further engagement on the proposal was not warranted.

However, as part of its review, our Board determined that an acquisition of Diana by Genco would create value for both Diana and Genco shareholders. As we announced, our Board therefore authorized our management team to engage with Diana on an alternative structure in which Genco would acquire Diana using cash and Genco’s superior equity currency as consideration. Instead of working constructively toward a path forward that would create significant value for its shareholders, Diana refused to engage, has doubled down on its previously rejected indicative proposal and disclosed its intention to nominate directors to replace our entire Board.

Notwithstanding that Diana’s apparent sole objective is to acquire Genco at a significant discount to its NAV and without an appropriate premium in exchange for control of Genco, our Board will remain true to its high standards for governance and its fiduciary duties. As such, the Nominating and Corporate Governance Committee of our Board will review the proposed nominees in accordance with the Company’s standard process and guidelines.

Our Board and leadership are committed to optimizing the value Genco creates for shareholders and taking actions that are in the best interest of Genco shareholders.

The Board will make its formal recommendation with respect to Diana’s nominees in the Company’s proxy statement, which will be filed with the Securities and Exchange Commission (the “SEC”) and mailed to shareholders eligible to vote at the 2026 Annual Meeting of Shareholders, which has not yet been scheduled.

Genco Shareholders are not required to take any action at this time.

Jefferies LLC is acting as financial advisor to Genco, and Herbert Smith Freehills Kramer (US) LLP is serving as legal counsel to Genco.