Notwithstanding this rejection of the Offer, Genco's Board reiterates its willingness to meet again with Diana if and when they submit an offer that adequately compensates shareholders for the full underlying value of Genco's assets (NAV) and provides an appropriate control premium to NAV that reflects the value of Genco's sizeable and industry-leading platform in a rising market.

As part of its review of the Offer, the Board received opinions from both Jefferies and Morgan Stanley, that, as of the date of such opinions and based upon and subject to the various assumptions, qualifications, limitations and other matters described in the respective opinions, the consideration pursuant to the Offer was inadequate from a financial point of view to Genco's shareholders (other than Diana and its affiliates).

Genco issued the following statement:

Genco's Board is committed to maximizing value for its shareholders. The Board thoroughly reviewed Diana's Offer with its external financial and legal advisors. On the unanimous recommendation of a committee of independent directors, Genco's Board unanimously rejected the revised $24.80 Offer, which continues to meaningfully undervalue the Company and its assets, is well below Genco's net asset value (NAV) and does not include a control premium. Diana's Offer of $24.80 is well below the current mean analyst NAV estimate of $26.66 and the current median estimate of $27.10 in a period of rising asset values across the industry.1

Accordingly, the Board recommends that shareholders not tender any of their shares into the revised Offer.

Genco has engaged with Diana for two years, beginning in June 2024 when our CEO proactively reached out to them to explore a potential business combination. Over this time, Diana has displayed a pattern of attempting to take control of Genco without paying full and fair value. Diana's ongoing proxy contest to replace our entire Board with their handpicked nominees and its most recent inadequate Offer is in line with this pattern.

Genco is operating from a position of strength, executing our Comprehensive Value Strategy, outperforming the market, and returning significant capital to shareholders. Diana is demanding that Genco's Board sell the Company below its liquidation value and without shareholders receiving a control premium, which is not in shareholders' best interests.

Our Board has responded appropriately to Diana's takeover attempt at every step and will continue taking actions that are in the best interests of all Genco shareholders. We remain open to meeting again with Diana in constructive discussions if they provide an offer that adequately compensates shareholders for the full value of their investment, including an appropriate premium, as outlined above.

The Board strongly believes that Genco's underlying value and upside potential exceeds Diana's Offer and that Genco's current directors are the right group to continue leading Genco forward and delivering meaningful value for shareholders.

Genco's Board urges shareholders to vote "FOR" the reelection of Genco's six highly qualified directors and according to the Board's other recommendations on the Company's WHITE proxy card, "WITHHOLD" on Diana's nominees and "AGAINST" Diana's shareholder proposals.

The Genco Board of Directors recommends that Genco shareholders reject Diana's inadequate $24.80 tender offer by not tendering their shares.

Below is the letter that Genco sent to Semiramis Paliou, Director and Chief Executive Officer of Diana and Ioannis Zafirakis, Director and President of Diana on June 2, 2026:

Diana Shipping Inc.

c/o Diana Shipping Services S.A.

Pendelis 16, 175 64 Palaio Faliro, Athens, Greece

Attention: Ms. Semiramis Paliou and Mr. Ioannis Zafirakis

Subject: Revised Tender Offer and Path Forward

Dear Semiramis and Ioannis:

We are writing on behalf of the Genco Board of Directors to reiterate our willingness to meet again if and when Diana submits an offer that:

  •  
    • adequately compensates our shareholders for the current full underlying value of our assets (NAV); and
    • provides an appropriate control premium to NAV that reflects the value of Genco's sizeable and industry-leading platform in a rising market.



       

Our Board of Directors thoroughly reviewed your recent revised tender offer (the "Offer") to acquire Genco for $24.80 per share in cash with our external financial and legal advisors and determined it does not meet the criteria above. Therefore, on the unanimous recommendation of a committee of independent directors, our Board determined that the Offer is not in the best interests of Genco shareholders.

As with Diana's prior proposals, the $24.80 offer continues to meaningfully undervalue Genco and our assets. The Offer is also well below Genco's mean and median analyst consensus NAV, which has increased to $26.66 and $27.10,1 respectively, in a period of rising asset values across the industry — and the Offer does not include a control premium. Moreover, Diana continues to make the false claim that its Offer is 1.0x NAV and has now asserted that its Offer could be reduced below the stated price for dividends or other distributions.

Over the past several years, through the execution of our Comprehensive Value Strategy, we have built Genco into a differentiated drybulk company that is generating strong returns and value for shareholders. As a fellow drybulk shipping company, you are aware that our market is strengthening. We have significant momentum underway and are well positioned to continue increasing earnings and dividend growth. Genco's prospects are strong, and any offer below liquidation value and without a control premium is not in the best interests of shareholders.

Our Board is intently focused on maximizing value for all shareholders. We stand ready to meet again if you are willing and able to provide such an offer, as outlined above.

Sincerely,

John C. Wobensmith

Chairman of the Board and Chief Executive Officer		Kathleen C. Haines

Lead Independent Director