Frequently Asked Questions
Why should I vote for Genco’s nominees?
- We strongly believe Genco’s current Board is best positioned to guide the Company forward and maximize value.
- We have a highly experienced and qualified Board of Directors with extensive expertise across relevant business areas, including shipping, commodities, fleet and technical management, commercial operations, capital allocation, financial reporting and M&A.
- Our directors are actively engaged in the boardroom and are overseeing our Comprehensive Value Strategy, which has delivered superior returns, compelling dividends and disciplined capital allocation across drybulk market cycles.
- You should not trust Diana or its nominees to act on your behalf or do the right thing for Genco shareholders.
- If elected, Diana’s handpicked nominees could take actions that risk destroying shareholder value or enriching Diana and its insiders at the expense of Genco shareholders.
- Our Board recommends you vote on the Company’s WHITE proxy card “FOR” Genco’s six directors, so they can continue to execute the Company’s disciplined, proven Comprehensive Value Strategy – and vote “WITHHOLD” on Diana’s nominees and “AGAINST” Diana’s shareholder proposals.
Why did Genco reject Diana’s Board nominees?
- These nominations were made to advance Diana’s takeover attempt, and there are significant risks to our shareholders if Diana’s nominees take over our Board.
- They could approve a transaction at a lower price than Diana’s March 2026 proposal or take other value destructive actions similar to what has occurred at Diana.
- Many of Diana’s nominees have close ties to Diana or its leadership.
- Moreover, certain of Diana’s nominees have track records leading companies marred by bankruptcy and failure.
- They also have no additional skills or experience that are not already well represented on Genco’s high-quality Board.
Why does the Board recommend Genco shareholders reject Diana’s tender offer? Should I tender my shares?
- The Board unanimously recommends shareholders reject Diana’s tender offer (“the Offer”) and not tender their shares.
- Diana’s Offer price is unchanged from its inadequate March 2026 proposal, which the Board rejected.
- After careful review with external advisors and on the recommendation of an independent Board committee, our Board determined that the Offer 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.
- In addition, the numerous conditions attached to the offer make it highly unlikely to be completed, rendering it illusory.
Why did Genco reject Diana’s $23.50 Offer price?
- Simply put, the proposal was too low.
- Genco’s Board reviewed Diana’s proposal with the assistance of external advisors and unanimously determined that Diana’s proposal significantly undervalued Genco and was not in the best interests of Genco shareholders.
- Diana’s proposal is well below the market value of our assets (NAV) and fails to provide shareholders with an appropriate premium in exchange for control of Genco.
- The revised offer to acquire Genco for $23.50 per share was below the mean sell-side analyst NAV estimates at the time it was made back in March. Those estimates have gone up since then, making the proposal even less attractive, as Genco continues to capture upside in a strengthening drybulk market.
- Genco’s current mean analyst NAV estimate is $26.54 and the current median NAV estimate is $26.80 in a period of rising asset values across the industry.12
Has the Board offered to engage with Diana?
- We have sought to engage constructively with Diana, beginning with Genco’s initial outreach to Diana to discuss a potential business combination in June 2024.
- Our Board has made it clear that we are open to engaging with Diana if they provide an offer that appropriately values Genco and adequately rewards all shareholders.
- The $23.50 per share proposal simply does not meet that standard.
- We also offered to meet directly to discuss alternative transaction structures that would serve the best interests of all shareholders – including sending a formal letter asking them to come to the table about this transaction structure.
- Diana has consistently refused to engage on such a structure and failed to present a proposal with a sufficient basis for discussions.
- Instead, Diana has chosen to commence a tender offer and nominate a handpicked slate of directors to seize control of our Board and company.
Who should I vote for?
- Our Board recommends you vote on the Company’s WHITE proxy card “FOR” Genco’s six directors so they can continue to execute the Company’s disciplined, proven Comprehensive Value Strategy – and vote “WITHHOLD” on Diana’s nominees and “AGAINST” Diana’s shareholder proposals.
- We have a highly experienced and qualified Board of Directors, half of whom are female, with extensive expertise across relevant business areas, including shipping, commodities, fleet and technical management, commercial operations, capital allocation, financial reporting and M&A.
- Our directors are actively engaged in the boardroom and are overseeing our Comprehensive Value Strategy, which has delivered superior returns, compelling dividends and disciplined capital allocation across drybulk market cycles.
- You should not trust Diana or its nominees to act on your behalf or do the right thing for Genco shareholders.
- If elected, Diana’s handpicked nominees could take actions that risk destroying shareholder value or enriching Diana and its insiders at the expense of Genco shareholders.
What proposals has Diana made?
- In 2024, following Genco’s initial outreach to Diana to discuss a potential business combination, Diana proposed to acquire 30% of Genco’s stock in exchange for certain ships, make Diana’s CEO a member of the Genco Board and have a Diana affiliate take over technical management of some or all of Genco’s fleet. Through these proposals, Diana would have obtained effective control without paying a premium, as well as the ability to transfer value from Genco and its shareholders to Diana.
- In November 2025, Diana made an indicative, non-binding proposal to acquire Genco for $20.60 per share, followed by a revised offer for $23.50 per share in March 2026.
- On May 4, 2026, Diana commenced a conditional tender offer at the same $23.50 price as Diana’s March 2026 Proposal.
- All of these proposals were inadequate and deprive Genco shareholders of the full value of their investment.
Why does the Board believe the continued execution of its Comprehensive Value Strategy will create greater value for shareholders?
- Our Board and management team have been successfully executing our Comprehensive Value Strategy, which has returned $310 million in dividends to shareholders over 27 consecutive quarters, delivered outsized shareholder returns of 197% and positioned Genco to continue creating value.13
- We are operating in a strengthening drybulk market, and shareholders are poised to continue benefiting from our low-leverage high dividend model and the strategic steps the Board and management are taking to further increase earnings power and dividend capacity.
- We believe Genco’s Board is better positioned than Diana’s nominees to guide the Company forward and create superior returns and meaningful value for all shareholders.
- Diana’s attempts to take over Genco pose significant risks to Genco shareholders and their ability to realize the full upside of their Genco investments.
What is NAV and why is it an important piece of how you measure Genco’s value?
- NAV stands for “net asset value.”
- NAV is calculated by taking the current market value of the fleet, adding cash and net working capital, and subtracting outstanding debt. When you divide that number by the total shares, you get NAV per share.
- Genco’s mean sell-side analyst NAV estimate was $25.00 when Diana made its $23.50 per share proposal in March 2026.
- Since that time, the mean sell-side analyst NAV estimate has increased to $25.54 and the current median analyst estimate has increased to $26.80.14
What is the FFA curve?
- The FFA curve is based on future freight agreements (effectively option contracts), which reflect the market’s current pricing for shipping rates at future dates.
When is Genco’s 2026 Annual Meeting?
- The date of the 2026 Annual Meeting is June 18, 2026.
Who can I contact for more information?
- For more information, please contact Peter Allen, Genco’s Chief Financial Officer, at finance@gencoshipping.com or (646) 443-8550.
12. Calculated based on NAV estimates published by SEB, Clarkson Securities, Fearnley Securities, Deutsche Bank and Pareto.
13. Represents TSR since the closing price on April 19, 2021 (the last trading day before Genco publicly announced its Comprehensive Value Strategy).
14. Calculated based on NAV estimates published by SEB, Clarkson Securities, Fearnley Securities, Deutsche Bank and Pareto.
13. Represents TSR since the closing price on April 19, 2021 (the last trading day before Genco publicly announced its Comprehensive Value Strategy).
14. Calculated based on NAV estimates published by SEB, Clarkson Securities, Fearnley Securities, Deutsche Bank and Pareto.
