Forward-Looking Statements

This communication contains statements that may constitute forward-looking statements. These statements include, but are not limited to: statements related to the Company’s views and expectations regarding Diana Shipping Inc.’s unsolicited tender offer; any statements relating to the plans, strategies and objectives of management or the Company’s Board for future operations and activities; any statements concerning the expected development, performance, market share or competitive performance relating to products or services; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on the Company and its financial performance; and any statements of assumptions underlying any of the foregoing. Forward-looking statements can be identified by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate,” “budget,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance. These forward-looking statements are based on our management’s current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this release are the following: (i) the Company’s plans and objectives for future operations; (ii) that any transaction based on Diana’s non-binding indicative proposal or otherwise may not be consummated at all; (iii) the ability of Genco and its shareholders to recognize the anticipated benefits of any such transaction; (iv) the exercise of the discretion of our Board regarding the declaration of dividends, including without limitation the amount that our Board determines to set aside for reserves under our dividend policy; and (v) other factors listed from time to time in our filings with the SEC, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent reports on Form 8-K and Form 10-Q. Our ability to pay dividends in any period will depend upon various factors, including the limitations under any credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination by the Board of Directors each quarter after its review of our financial performance, market developments, and the best interests of the Company and its shareholders. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations, required capital expenditures, or reserves.  As a result, the amount of dividends actually paid may vary. In addition, the forward-looking statements included in this communication represent the Company’s views as of the date of this communication and these views could change. However, while the Company may elect to update these forward-looking statements at some point, the Company specifically disclaims any obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this communication.

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Important Information for Investors and Shareholders

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. The Company has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC (available here). Any solicitation/recommendation statement filed by the Company that is required to be mailed to shareholders will be mailed to shareholders. THE COMPANY’S INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a copy of the solicitation/recommendation statement on Schedule 14D-9, any amendments or supplements thereto and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/, or by contacting Peter Allen as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.

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Important Information for Investors and Shareholders

The Company has filed a definitive proxy statement on Schedule 14A, an accompanying WHITE proxy card, and other relevant documents with the SEC in connection with the solicitation of proxies from the Company’s shareholders for the Company’s 2026 Annual Meeting of Shareholders. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the definitive proxy statement, an accompanying WHITE proxy card, any amendments or supplements to the definitive proxy statement, and other documents that the Company files with the SEC at no charge from the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/.

I understand

Diana’s Campaign to Take Control of Genco

Diana is attempting to take control of Genco through an inadequate acquisition proposal and a proxy contest to replace the entire Genco Board with its handpicked nominees

One of our direct competitors, Diana Shipping, is seeking to take control of Genco on the cheap. As part of its efforts to do so, Diana has rapidly acquired a significant ownership stake in Genco, made a series of inadequate private and public acquisition proposals, launched a tender offer, and is attempting to replace the entire Genco Board with its handpicked slate of directors.

Our Board has made it clear: we are open to engaging with Diana in good faith, if Diana provides an offer that appropriately values Genco and adequately rewards all shareholders. Diana has refused to do so. Instead, they have launched a tender offer and are trying to replace our Board with their handpicked nominees.

We have also sought to engage constructively with Diana on alternative transaction structures that would serve the best interests of all Genco shareholders. Diana has refused to engage on such a structure and instead has chosen to commence a tender offer and nominate a handpicked slate of directors to seize control of Genco’s Board. There are significant risks for Genco shareholders if Diana’s nominees take over the Genco Boardroom.

You Should Reject Diana’s Inadequate and Highly Conditional Tender Offer

Diana commenced a conditional tender offer on May 4, 2026 (the “Offer”).

After careful review with external advisors and on the recommendation of an independent Board committee, our Board recommends shareholders reject the Offer:

  • The $23.50 per share price meaningfully undervalues Genco by failing to reflect the full value of Genco’s assets, not including a control premium and not accounting for Genco’s future prospects in a strengthening drybulk market.
  • The numerous conditions attached to the offer make it highly unlikely to be completed, rendering it illusory.
  • The Offer price remains unchanged from Diana’s inadequate March 2026 proposal, which Genco’s Board previously rejected.

Shareholders should take no action in response to the Offer, and we encourage you to discard any proxy or tender offer materials you receive from Diana. If you have already tendered your shares, you may withdraw them at any time prior to the expiration of the Offer.

Diana’s Inadequate Price

Simply put, the $23.50 per share offer price is too low.

Does not capture the underlying value of Genco and fails to provide an appropriate control premium for control of Genco, especially in light of Genco’s:

  • High-quality and growing modern fleet
  • Leading commercial operating platform
  • Established technical management business
  • Strong balance sheet
  • Spot charter-focused commercial strategy
  • Track record of durable cash flow generation across cycles
  • Execution of a low leverage, high capital return business model
  • Superior returns
  • Sizeable operating leverage in a strengthening drybulk market

Well below Genco’s net asset value (NAV) during a period of rising asset values across the industry

  • Diana’s March 2026 Proposal has always been below the underlying value of our assets. Genco’s mean sell-side analyst NAV estimate was $25.00 at the time Genco’s Board evaluated it. Current mean sell-side NAV estimate is $26.54 and the current median analyst estimate is $26.80. We are in a period of rising asset values across the industry, and sell-side analysts continue to raise their estimates of Genco’s NAV.
  • Analysts include:
  • sebclarksonsfearnley securitiesdeutsche bankpareto securities

Contemplates a “fire sale” of Genco vessels

  • Diana’s Offer is conditioned on completing a merger that includes a sale of 16 Genco vessels at "fire sale" prices to a competitor, Star Bulk, adding further uncertainty while depriving Genco shareholders of full value. Under the agreement, the vessels would be sold to Star Bulk at a valuation 16% below the average broker valuation.7
  • Specifically, sales would include:
  • Genco Valkyrie, a 2020-built Newcastlemax for $66 million, which is 12% below average broker valuations7 of $75 million
  • Genco Constantine for $24 million, which is 22% below average broker valuations7 of $30 million
  • Genco Enterprise for $19 million, which is 26% below average broker valuations7 of $26 million
  • Under Diana’s agreement with Star Bulk, 13 other vessels are being sold at a 15% discount to average broker valuations7
7. Based on the average of two independent third party broker valuations as of May 2026.

Your vote is important

Vote “FOR” Genco’s Six Highly Qualified Directors and “WITHHOLD” on Diana’s Nominees

How to vote