{"url_path":"/sec/gnk/proxy/2026-05-15/000093041326001647","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1326200/0000930413-26-001647-index.html","accession_number":"0000930413-26-001647","cik":"0001326200","ticker":"GNK","issuer_name":"GENCO SHIPPING & TRADING LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1326200/0000930413-26-001647-index.html","primary_entity_key":"0001326200","primary_entity_name":"GENCO SHIPPING & TRADING LTD"},"word_count":12961,"has_tables":true,"body_markdown":"DEFA14A\n1\nc116415_defa14a.htm\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\n**(Rule 14a-101)**\n\nINFORMATION REQUIRED IN PROXY STATEMENT\n\n**SCHEDULE 14A INFORMATION**\n\nProxy Statement pursuant to Section 14(a) of the\n\nSecurities Exchange Act of 1934\n\nFiled by the Registrant x\n\nFiled by a Party other than the Registrant o\n\nCheck the appropriate box:\n\no\nPreliminary Proxy Statement\n\no\nConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\no\nDefinitive Proxy Statement\n\nx\nDefinitive Additional Materials\n\no\nSoliciting Material under § 240.14a-12\n\n**GENCO SHIPPING & TRADING LIMITED**\n\n(Name of Registrant as Specified in Its Charter)\n\n(Name of Person(s) Filing Proxy Statement, if other\nthan the Registrant)\n\nPayment of Filing Fee (Check the appropriate box):\n\nx\nNo fee required\n\no\nFee paid previously with preliminary materials.\n\no\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11\n\n**On May 15, 2026, Genco Shipping & Trading Limited (“Genco”)\nsent a letter to its shareholders accompanying its solicitation/recommendation statement on Schedule 14D-9 pertaining to the tender offer\ninitiated by Diana Shipping Inc., issued a press release, posted a communication on its LinkedIn account, and updated its website at\nwww.GencoDrivesSuperiorReturns.com. Copies of the materials can be found below:**\n\n**Shareholder Letter**\n\nDear Valued Shareholders, You are receiving this mailing and the accompanying Schedule 14D-9 in regard\nto the unsolicited tender offer (the “Offer”) made by Diana Shipping Inc. (“Diana”). The Genco Board unanimously\nrecommends shareholders reject the Offer and not tender their shares. To follow the Genco Board’s recommendation and reject\nthe Offer, you should take no action in response to the Offer. We encourage you to discard any proxy or tender offer materials\nyou receive from Diana. If you have already tendered your shares, you may withdraw them at any time prior to the expiration of\nthe Offer. The enclosed Schedule 14D-9 provides background on the Genco Board’s engagement with Diana and the reasons for\nthe Genco Board’s recommendation to reject Diana’s Offer. Diana is trying to take over Genco at an inadequate price\nDiana’s Offer is their latest attempt to take over Genco at an inadequate price that deprives Genco shareholders of the\nfull value of their investment. The Offer price remains unchanged from Diana’s inadequate March 2026 proposal, which the\nGenco Board previously rejected. The Genco Board and Genco’s management team have built a strong, differentiated drybulk\nshipping company that is well positioned to continue generating superior returns and driving shareholder value. You can learn\nmore about Genco’s Comprehensive Value Strategy and the Genco Board’s recommendations with respect to Diana’s\ninadequate offers and handpicked director nominees at www.gencodrivessuperiorreturns.com.\n\nProtect your Genco investment DO NOT tender any shares into the Diana Offer and vote on the WHITE proxy\ncard: “FOR” Genco’s nominees “FOR” proposals 2, 3, 4 and 5 “WITHHOLD” on Diana’s\nhandpicked nominees “AGAINST” Diana’s proposals, 6 and 7 If you have questions or require any assistance with\nvoting your shares, please contact Genco Shipping & Trading Limited’s proxy solicitor listed below: 7 Penn Plaza New\nYork, New York 10001 Call Collect: (212) 929-5500 or Toll-Free (800) 322-2885 Email: proxy@mackenziepartners.com Forward-Looking\nStatements This communication contains statements that may constitute forward-looking statements. These statements include, but\nare not limited to: statements related to the Company’s views and expectations regarding Diana Shipping Inc.’s unsolicited\ntender offer; any statements relating to the plans, strategies and objectives of management or the Company’s Board for future\noperations and activities; any statements concerning the expected development, performance, market share or competitive performance\nrelating to products or services; any statements regarding current or future macroeconomic trends or events and the impact of\nthose trends and events on the Company and its financial performance; and any statements of assumptions underlying any of the\nforegoing. Forward-looking statements can be identified by the fact that they do not relate strictly to historic or current facts\nand often use words such as “anticipate,” “budget,” “estimate,” “expect,” “project,”\n“intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with\na discussion of potential future events, circumstances or future operating or financial performance. These forward-looking statements\nare based on our management’s current expectations and observations. Included among the factors that, in our view, could\ncause actual results to differ materially from the forward looking statements contained in this release are the following: (i)\nthe Company’s plans and objectives for future operations; (ii) that any transaction based on Diana’s non-binding indicative\nproposal or otherwise may not be consummated at all; (iii) the ability of Genco and its shareholders to recognize the anticipated\nbenefits of any such transaction; (iv) the exercise of the discretion of our Board regarding the declaration of dividends, including\nwithout limitation the amount that our Board determines to set aside for reserves under our dividend policy; and (v) other factors\nlisted from time to time in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including, without\nlimitation, 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.\nOur ability to pay dividends in any period will depend upon various factors, including the limitations under any credit agreements\nto which we may be a party, applicable provisions of Marshall Islands law and the final determination by the Board of Directors\neach quarter after its review of our financial performance, market developments, and the best interests of the Company and its\nshareholders. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations,\nrequired capital expenditures, or reserves. As a result, the amount of dividends actually paid may vary. In addition, the forward-looking\nstatements included in this communication represent the Company’s views as of the date of this communication and these views\ncould change. However, while the Company may elect to update these forward-looking statements at some point, the Company specifically\ndisclaims any obligation to do so, other than as required by federal securities laws. These forward-looking statements should\nnot be relied upon as representing the Company’s views as of any date subsequent to the date of this communication. Important\nInformation for Investors and Shareholders This letter does not constitute an offer to buy or solicitation of an offer to sell\nany securities. The Company has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC (available [here]).\nAny solicitation/recommendation statement filed by the Company that is required to be mailed to shareholders will be mailed to\nshareholders. THE COMPANY’S INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S SOLICITATION/RECOMMENDATION\nSTATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR\nENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a copy\nof the solicitation/recommendation statement on Schedule 14D-9, any amendments or supplements thereto and other documents filed\nby 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\nby clicking the “SEC Filings” link in the “Financials” section of the Company’s investor relations\nwebsite at https://investors.gencoshipping.com/, or by contacting Peter Allen as soon as reasonably practicable after such materials\nare electronically filed with, or furnished to, the SEC. Important Additional Information and Where to Find It The Company has\nfiled a definitive proxy statement on Schedule 14A, an accompanying WHITE proxy card, and other relevant documents with the SEC\nin connection with the solicitation of proxies from the Company’s shareholders for the Company’s 2026 Annual Meeting\nof Shareholders. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT\n(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED\nWITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of\nthe definitive proxy statement, an accompanying WHITE proxy card, any amendments or supplements to the definitive proxy statement,\nand other documents that the Company files with the SEC at no charge from the SEC’s website at www.sec.gov. Copies will\nalso be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s\ninvestor relations website at https://investors.gencoshipping.com/.\n\n**Press Release**\n\n**Genco Shipping & Trading Limited Board of Directors\nUnanimously Rejects Diana Shipping’s Unsolicited Tender Offer**\n\n* *\n\n*Offer Price is Unchanged from Prior Inadequate Proposal\n– Continues to Undervalue Genco’s Assets and Business, Fails to Provide Control Premium*\n\n* *\n\n*Genco Board Recommends Shareholders NOT Tender Their\nShares Into Diana’s Offer*\n\n* *\n\n*Urges Shareholders to Vote the WHITE Proxy Card FOR\nGenco’s Directors*\n\n*Additional Information Available at www.GencoDrivesSuperiorReturns.com*\n\n**NEW YORK, May 15, 2026 (GLOBE NEWSWIRE) –** Genco Shipping &\nTrading Limited (NYSE:GNK) (“Genco” or the “Company”), the largest U.S. headquartered drybulk shipowner focused\non the global transportation of commodities, today announced that its Board of Directors unanimously rejected the unsolicited tender offer\n(the “Offer”) from Diana Shipping Inc. (“Diana”) to acquire all outstanding shares of Genco common stock for $23.50\nper share in cash.\n\nThe Board, after consultation with its external financial and legal advisors,\nunanimously determined that the Offer meaningfully undervalues Genco’s assets and business, does not provide a control premium and\nis not in the best interests of Genco shareholders. Genco notes that Diana’s Offer price remains unchanged from its inadequate March\n2026 proposal, which the Board previously rejected. **Accordingly, the Board recommends that shareholders not tender any of their shares\ninto the Offer.**\n\nGenco issued its formal recommendation in a Solicitation/Recommendation\nStatement on Schedule 14D-9 filed today with the U.S. Securities and Exchange Commission (“SEC”). As detailed\nin the filing, the reasons for the Genco Board’s recommendation to reject Diana’s Offer include:\n\n**1.****The Offer meaningfully undervalues Genco by failing to reflect the full value of Genco’s assets\nand business and does not include a control premium.**Genco has been delivering strong, consistent financial results and substantial\nshareholder returns through the successful execution of its Comprehensive Value Strategy. Diana’s grossly inadequate Offer is well\nbelow Genco’s net asset value (NAV). Current mean analyst NAV estimate is $26.54 and the current median estimate is $26.80 in a\nperiod of rising asset values across the industry.[1](#note_ftn1)\nThe Offer also fails to provide an appropriate control premium.\n\n** **\n\n**2.****The Genco Board believes that continuing to pursue its standalone plan will deliver substantially\ngreater value for Genco shareholders than the Offer.**Genco has built a differentiated drybulk company with premium-earning assets\nand a strong financial position. Genco is exceptionally positioned to capture value from a strengthening drybulk market. Genco’s\nstrategic decisions have led to superior performance and returns and allow Genco to capture future upside. The Board firmly believes that\nshareholders should not accept Diana’s Offer, which is below NAV and less than our current stock price.\n\n[1](#note_ftnref1)\nCalculated based on NAV estimates published by SEB, Clarkson Securities, Fearnley Securities, Deutsche Bank and Pareto.\n\n** **\n\n**3.****The Offer is another tactic in Diana’s attempts to acquire Genco on the cheap for the benefit\nof Diana and not Genco’s shareholders.**In addition to the Offer, to support its takeover attempt, Diana has rapidly acquired\nshares, made inadequate acquisition proposals and nominated handpicked director nominees to replace the entire Genco Board. These nominees\nare tied to Diana and may take actions that are not in the best interest of Genco shareholders. In contrast, Genco’s highly-qualified\ndirectors have a track record of generating meaningful returns and value for Genco shareholders – they are architects of the Comprehensive\nValue Strategy that has delivered superior returns, compelling dividends and disciplined capital allocation across drybulk market cycles.\n\n**4.****The quantity and nature of the conditions to the Offer create significant uncertainty and risk.**The\nOffer is subject to a significant number of conditions in favor of Diana, many of which are outside the control of Genco and create uncertainty\naround the likelihood that Diana will consummate the Offer.\n\n**5.****The Genco Board considered\nthe fact that, on May 13, 2026, each of Jefferies and Morgan Stanley rendered an oral opinion to the Board and Strategic Committee, subsequently\nconfirmed in writing, that, as of the date of such opinion and based upon and subject to the various assumptions, qualifications, limitations\nand other matters described in the respective written opinions, the consideration pursuant to the offer was inadequate from a financial\npoint of view to Genco’s shareholders (other than Diana and its affiliates).** The full text of the written opinions, dated May\n13, 2026, which set forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken with\nsuch opinions, are attached as Exhibits (a)(16) and (a)(17) to Genco’s Schedule 14D-9. Jefferies and Morgan Stanley provided their\nrespective opinions for the information and assistance of the Board and Strategic Committee in connection with their consideration of\nthe Offer. The opinions of Jefferies and Morgan Stanley are not a recommendation as to whether or not any shareholders should tender their\nshares in connection with the Offer or with respect to any other matter.\n\n** **\n\nThe Schedule 14D-9 filing and other materials related to the unsolicited\ntender offer — including copies of Genco’s correspondence with Diana — have been filed with the SEC and\nare available at www.GencoDrivesSuperiorReturns.com.\n\nJefferies LLC is acting as financial advisor to Genco and Herbert Smith\nFreehills Kramer (US) LLP and Sidley Austin LLP are serving as legal counsel to Genco. Morgan Stanley & Co. LLC is acting as special\nadvisor to the Board.\n\n**About Genco Shipping & Trading Limited**\n\nGenco Shipping & Trading Limited is a U.S. based drybulk ship owning\ncompany focused on the seaborne transportation of commodities globally. We transport key cargoes such as iron ore, coal, grain, steel\nproducts, bauxite, cement, nickel ore among other commodities along worldwide shipping routes. Our wholly owned high quality, modern fleet\nof dry cargo vessels consists of the larger Newcastlemax and Capesize vessels (major bulk) and the medium-sized Ultramax and Supramax\nvessels (minor bulk), enabling us to carry a wide range of cargoes. Genco’s fleet consists of 43 vessels with an average age of\n12.6 years and an aggregate capacity of approximately 4,935,000 dwt.\n\n** **\n\n**Forward-Looking Statements**\n\nThis communication contains statements that may constitute\nforward-looking statements. These statements include, but are not limited to: statements related to the Company’s views and expectations\nregarding Diana Shipping Inc.’s unsolicited tender offer; any statements relating to the plans, strategies and objectives of management\nor the Company’s Board for future operations and activities; any statements concerning the expected development, performance, market\nshare or competitive performance relating to products or services; any statements regarding current or future macroeconomic trends or\nevents and the impact of those trends and events on the Company and its financial performance; and any statements of assumptions underlying\nany of the foregoing. Forward-looking statements can be identified by the fact that they do not relate strictly to historic or current\nfacts and often use words such as “anticipate,” “budget,” “estimate,” “expect,” “project,”\n“intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion\nof potential future events, circumstances or future operating or financial performance. These forward-looking statements are based on\nour management’s current expectations and observations. Included among the factors that, in our view, could cause actual results\nto differ materially from the forward looking statements contained in this release are the following: (i) the Company’s plans and\nobjectives for future operations; (ii) that any transaction based on Diana’s non-binding indicative proposal or otherwise may not\nbe consummated at all; (iii) the ability of Genco and its shareholders to recognize the anticipated benefits of any such transaction;\n(iv) the exercise of the discretion of our Board regarding the declaration of dividends, including without limitation the amount that\nour Board determines to set aside for reserves under our dividend policy; and (v) other factors listed from time to time in our filings\nwith the SEC, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent reports\non Form 8-K and Form 10-Q. Our ability to pay dividends in any period will depend upon various factors, including the limitations under\nany credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination by the Board\nof Directors each quarter after its review of our financial performance, market developments, and the best interests of the Company and\nits shareholders. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations,\nrequired capital expenditures, or reserves. As a result, the amount of dividends actually paid may vary. In addition, the forward-looking\nstatements included in this communication represent the Company’s views as of the date of this communication and these views could\nchange. However, while the Company may elect to update these forward-looking statements at some point, the Company specifically disclaims\nany obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon\nas representing the Company’s views as of any date subsequent to the date of this communication.\n\n**Important Information for Investors and Shareholders**\n\n** **\n\nThis communication does not constitute an offer to\nbuy or solicitation of an offer to sell any securities. The Company has filed a solicitation/recommendation statement on Schedule 14D-9\nwith the SEC (available [here](https://www.sec.gov/Archives/edgar/data/1326200/000093041326001621/c116390_sc14d9.htm)). Any solicitation/recommendation statement filed by the\nCompany that is required to be mailed to shareholders will be mailed to shareholders. THE COMPANY’S INVESTORS AND SHAREHOLDERS ARE\nSTRONGLY ENCOURAGED TO READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)\nAND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT\nINFORMATION. Investors and shareholders may obtain a copy of the solicitation/recommendation statement on Schedule 14D-9, any amendments\nor 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\nwill also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s\ninvestor relations website at https://investors.gencoshipping.com/, or by contacting Peter Allen as soon as reasonably practicable after\nsuch materials are electronically filed with, or furnished to, the SEC.\n\n** **\n\n**Important Additional Information and Where to Find It**\n\nThe Company\nhas filed a definitive proxy statement on Schedule 14A, an accompanying **WHITE** proxy card, and other relevant documents with\nthe SEC in connection with the solicitation of proxies from the Company’s shareholders for the Company’s 2026 Annual Meeting\nof Shareholders. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING\nANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING **WHITE** PROXY CARD, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED\nWITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the definitive\nproxy statement, an accompanying **WHITE** proxy card, any amendments or supplements to the definitive proxy statement, and\nother documents that the Company files with the SEC at no charge from the SEC’s website at www.sec.gov.\nCopies will also be available at no charge by clicking the “SEC Filings” link in\nthe “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/.\n\n**Investor Contact**\n\nPeter Allen\n\nChief Financial Officer\n\nGenco Shipping & Trading Limited\n\n(646) 443-8550\n\n**Media Contact**\n\nLeon Berman\n\nIGB Group\n\n(212) 477-8438\n\nlberman@igbir.com\n\n** **\n\n** **\n\n**LinkedIn Post**\n\n**Genco Shipping & Trading Limited**\n\n** **\n\nToday, Genco’s Board of Directors unanimously recommended that\nshareholders reject Diana’s highly conditional and inadequate tender offer, which is simply another tactic in Diana’s\nattempts to acquire Genco on the cheap for the benefit of Diana and not all of Genco’s shareholders. The $23.50 per share\nprice is unchanged from Diana’s prior inadequate proposal, is well below the value of our assets, does not provide a control\npremium and is below Genco’s current trading price.\n\nGenco’s Board recommends shareholders not tender their shares\nand urges shareholders to protect their Genco investment by voting the WHITE proxy card “FOR” the reelection of Genco’s\nhighly qualified directors and “WITHHOLD” on Diana’s nominees.\n\nYou can read more about our response to Diana’s inadequate\ntender offer here: https://lnkd.in/eMjf7sbc\n\nAdditional information, including voting instructions and legal\ninformation, can be found here: https://lnkd.in/eD4rq8Js\n\n#VoteForGenco #CorporateGovernance #ShareholderValue #Maritime\n#Shipping\n\nKL2 3508583.2\n\n**Website Updates**\n\n** **\n\n**Pop-Up Legal Disclaimer Before Homepage**\n\n** **\n\n**Forward-Looking Statements**\n\nThis communication contains statements that may\nconstitute forward-looking statements. These statements include, but are not limited to: statements related to the Company’s views\nand expectations regarding Diana Shipping Inc.’s unsolicited tender offer; any statements relating to the plans, strategies and\nobjectives of management or the Company’s Board for future operations and activities; any statements concerning the expected development,\nperformance, market share or competitive performance relating to products or services; any statements regarding current or future macroeconomic\ntrends or events and the impact of those trends and events on the Company and its financial performance; and any statements of assumptions\nunderlying any of the foregoing. Forward-looking statements can be identified by the fact that they do not relate strictly to historic\nor current facts and often use words such as “anticipate,” “budget,” “estimate,” “expect,”\n“project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in\nconnection with a discussion of potential future events, circumstances or future operating or financial performance. These forward-looking\nstatements are based on our management’s current expectations and observations. Included among the factors that, in our view, could\ncause actual results to differ materially from the forward looking statements contained in this release are the following: (i) the Company’s\nplans and objectives for future operations; (ii) that any transaction based on Diana’s non-binding indicative proposal or otherwise\nmay not be consummated at all; (iii) the ability of Genco and its shareholders to recognize the anticipated benefits of any such transaction;\n(iv) the exercise of the discretion of our Board regarding the declaration of dividends, including without limitation the amount that\nour Board determines to set aside for reserves under our dividend policy; and (v) other factors listed from time to time in our filings\nwith the SEC, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent reports\non Form 8-K and Form 10-Q. Our ability to pay dividends in any period will depend upon various factors, including the limitations under\nany credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination by the Board\nof Directors each quarter after its review of our financial performance, market developments, and the best interests of the Company and\nits shareholders. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations,\nrequired capital expenditures, or reserves. As a result, the amount of dividends actually paid may vary. In addition, the forward-looking\nstatements included in this communication represent the Company’s views as of the date of this communication and these views could\nchange. However, while the Company may elect to update these forward-looking statements at some point, the Company specifically disclaims\nany obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon\nas representing the Company’s views as of any date subsequent to the date of this communication.\n\n**Important Information for Investors and Shareholders**\n\nThis communication does not constitute\nan offer to buy or solicitation of an offer to sell any securities. The Company has filed a solicitation/recommendation statement\non Schedule 14D-9 with the SEC. Any solicitation/recommendation statement filed by the Company that is required to be mailed to\nshareholders will be mailed to shareholders. THE COMPANY’S INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE\nCOMPANY’S SOLICITATION/RECOMMENDATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS\nFILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.\nInvestors and shareholders may obtain a copy of the solicitation/recommendation statement on Schedule 14D-9, any amendments or\nsupplements thereto and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov.\nCopies will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section\nof the Company’s investor relations website at https://investors.gencoshipping.com/, or by contacting Peter Allen as soon\nas reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.\n\n**Important\nAdditional Information and Where to Find It**\n\nThe\nCompany has filed a definitive proxy statement on Schedule 14A, an accompanying **WHITE** proxy card, and other relevant\ndocuments with the SEC in connection with the solicitation of proxies from the Company’s shareholders for the Company’s\n2026 Annual Meeting of Shareholders. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE\nPROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING **WHITE** PROXY CARD, AND ANY OTHER\nDOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders\nmay obtain a free copy of the definitive proxy statement, an accompanying **WHITE** proxy card, any amendments or supplements\nto the definitive proxy statement, and other documents that the Company files with the SEC at no charge from the SEC’s website\nat www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in the “Financials”\nsection of the Company’s investor relations website at https://investors.gencoshipping.com/.\n\n****\n\n** **\n\n**Home**\n\n** **\n\n**Vote\nFOR Genco’s Highly Qualified and Experienced Board of Directors**\n\nGenco’s\nBoard and Management Team are Successfully Executing the Company’s Comprehensive Value Strategy, Which is Delivering Strong\nReturns for Shareholders\n\nVOTING\nINFO HERE [LINK TO VOTE PAGE]\n\n**We\nare executing a disciplined strategy that is delivering strong operating and financial results and positioning Genco to create\nsignificant long-term shareholder value**\n\nLearn\nmore about how shareholders are poised to continue benefiting from our Comprehensive Value Strategy\n\nLEARN\nMORE [LINK TO COMPREHENSIVE VALUE STRATEGY PAGE]\n\n**Prioritizing\nStrong Corporate Governance**\n\nGenco’s\nhighly experienced and qualified Board and management team are **committed to maintaining the highest standards of corporate\ngovernance.**\n\n**Learn\nmore about our industry-leading corporate governance practices and highly qualified Board of Directors**\n\nLEARN\nMORE [LINK TO STRONG GOVERNANCE PAGE]\n\n**Diana\nShipping is seeking to take control of Genco**\n\nOne\nof our direct competitors, Diana Shipping, is attempting to take control of Genco at an inadequate price that deprives Genco shareholders\nof the full value of their investment. In furtherance of its takeover agenda, Diana has rapidly acquired a significant ownership\nstake in Genco, made a series of inadequate private and public acquisition proposals, launched a tender offer, and is attempting\nto replace the entire Genco Board with its handpicked slate of directors.\n\nLearn\nmore about why you should reject Diana’s tender offer and not tender your shares, as well as the significant risks Diana’s\ndirector nominees pose to Genco shareholders\n\nLEARN\nMORE [LINK TO DIANA TAKEOVER ATTEMPT PAGE]\n\n**Replacing\nthe Genco Board with Diana’s Nominees Puts Your Investment and Value at Serious Risk**\n\nWe\nurge Genco shareholders to vote WITHHOLD on Diana’s nominees given their close ties to Diana and the risks of what could\nhappen if they take over the Genco Board.\n\nOur\nBoard believes that Diana’s nominees are **not** fit to serve on the Genco Board. Many of the nominees have close\npersonal or professional ties to Diana and its leadership. Certain of the candidates have records of bankruptcy and shareholder\nvalue destruction**.**1 In addition, the Board determined that the nominees do not bring substantive skills or experiences\nthat are not already present on the highly qualified Genco Board.\n\nLEARN\nMORE [LINK TO DIANA PROXY FIGHT PAGE]\n\n**Why\nshould I vote for Genco’s nominees?**\n\n·We\nstrongly believe Genco’s current Board is best positioned to guide the Company\nforward and maximize value.\n\n·We\nhave a highly experienced and qualified Board of Directors with extensive expertise across\nrelevant business areas, including shipping, commodities, fleet and technical management,\ncommercial operations, capital allocation, financial reporting and M&A.\n\n·Our\ndirectors are actively engaged in the boardroom and are overseeing our Comprehensive\nValue Strategy, which has delivered superior returns, compelling dividends and disciplined\ncapital allocation across drybulk market cycles.\n\n·You\nshould not trust Diana or its nominees to act on your behalf or do the right thing for\nGenco shareholders.\n\n·If\nelected, Diana’s handpicked nominees could take actions that risk destroying shareholder\nvalue or enriching Diana and its insiders at the expense of Genco shareholders.\n\n·Our\nBoard recommends you vote on the Company’s WHITE proxy card “FOR” Genco’s\nsix directors, so they can continue to execute the Company’s disciplined, proven\nComprehensive Value Strategy – and vote “WITHHOLD” on Diana’s\nnominees and “AGAINST” Diana’s shareholder proposals.\n\n**Why\ndid Genco reject Diana’s Board nominees?**\n\n·These\nnominations were made to advance Diana’s takeover attempt, and there are significant\nrisks to our shareholders if Diana’s nominees take over our Board.\n\n·They\ncould approve a transaction at a lower price than Diana’s March 2026 proposal or\ntake other value destructive actions similar to what has occurred at Diana.\n\n·Many\nof Diana’s nominees have close ties to Diana or its leadership.\n\n·Moreover,\ncertain of Diana’s nominees have track records leading companies marred by bankruptcy\nand failure.\n\n·They\nalso have no additional skills or experience that are not already well represented on\nGenco’s high-quality Board.\n\n1\nQuentin Bruce Saones was one of the four Directors of Sterling Shipping Agencies Limited when it entered compulsory liquidation\nin July 2023. Jens Ismar served as CEO of Bulk Invest (formerly part of Western Bulk), which filed for bankruptcy in March\n2016. During Gustav Brun-Lie’s less than three years as CEO of Statt Torsk ASA, he oversaw the destruction of more than\n80% of the company’s shareholder value (from NOK2.50 at IPO on 4/23/2021 to NOK0.53 on 2/1/2024, the last trading date per\nFactset) before merging it into a sector competitor at a near all-time low share price.\n\n**Why\ndoes the Board recommend Genco shareholders reject Diana’s tender offer? Should I tender my shares?**\n\n·The\nBoard unanimously recommends shareholders reject Diana’s tender offer (“the\nOffer”) and not tender their shares.\n\n·Diana’s\nOffer price is unchanged from its inadequate March 2026 proposal, which the Board rejected.\n\n·After\ncareful review with external advisors and on the recommendation of an independent Board\ncommittee, our Board determined that the Offer meaningfully undervalues Genco by failing\nto reflect the full value of Genco’s assets, not including a control premium and\nnot accounting for Genco’s future prospects in a strengthening drybulk market.\n\n·In\naddition, the numerous conditions attached to the offer make it highly unlikely to be\ncompleted, rendering it illusory.\n\n**Why\ndid Genco reject Diana’s $23.50 Offer price?**\n\n·Simply\nput, the proposal was too low.\n\n·Genco’s\nBoard reviewed Diana’s proposal with the assistance of external advisors and unanimously\ndetermined that Diana’s proposal significantly undervalued Genco and was not in\nthe best interests of Genco shareholders.\n\n·Diana’s\nproposal is well below the market value of our assets (NAV) and fails to provide shareholders\nwith an appropriate premium in exchange for control of Genco.\n\n·The\nrevised offer to acquire Genco for $23.50 per share was below the mean sell-side analyst\nNAV estimates at the time it was made back in March. Those estimates have gone up since\nthen, making the proposal even less attractive, as Genco continues to capture upside\nin a strengthening drybulk market.\n\n·Genco’s\ncurrent mean analyst NAV estimate is $26.54 and the current median NAV estimate is $26.80\nin a period of rising asset values across the industry.2\n\n**Has\nthe Board offered to engage with Diana?**\n\n·We\nhave sought to engage constructively with Diana, beginning with Genco’s initial\noutreach to Diana to discuss a potential business combination in June 2024.\n\n·Our\nBoard has made it clear that we are open to engaging with Diana if they provide an offer\nthat appropriately values Genco and adequately rewards all shareholders.\n\n·The\n$23.50 per share proposal simply does not meet that standard.\n\n·We\nalso offered to meet directly to discuss alternative transaction structures that would\nserve the best interests of all shareholders – including sending a formal letter\nasking them to come to the table about this transaction structure.\n\n·Diana\nhas consistently refused to engage on such a structure and failed to present a proposal\nwith a sufficient basis for discussions.\n\n·Instead,\nDiana has chosen to commence a tender offer and nominate a handpicked slate of directors\nto seize control of our Board and company.\n\n**Who\nshould I vote for?**\n\n·Our\nBoard recommends you vote on the Company’s WHITE proxy card “FOR” Genco’s\nsix directors so they can continue to execute the Company’s disciplined, proven\nComprehensive\n\n2\nCalculated based on NAV estimates published by SEB, Clarkson Securities, Fearnley Securities, Deutsche Bank and Pareto.\n\nValue\nStrategy – and vote “WITHHOLD” on Diana’s nominees and “AGAINST” Diana’s shareholder\nproposals.\n\n·We\nhave a highly experienced and qualified Board of Directors, half of whom are female,\nwith extensive expertise across relevant business areas, including shipping, commodities,\nfleet and technical management, commercial operations, capital allocation, financial\nreporting and M&A.\n\n·Our\ndirectors are actively engaged in the boardroom and are overseeing our Comprehensive\nValue Strategy, which has delivered superior returns, compelling dividends and disciplined\ncapital allocation across drybulk market cycles.\n\n·You\nshould not trust Diana or its nominees to act on your behalf or do the right thing for\nGenco shareholders.\n\n·If\nelected, Diana’s handpicked nominees could take actions that risk destroying shareholder\nvalue or enriching Diana and its insiders at the expense of Genco shareholders.\n\n**What\nproposals has Diana made?**\n\n·In\n2024, following Genco’s initial outreach to Diana to discuss a potential business\ncombination, Diana proposed to acquire 30% of Genco’s stock in exchange for certain\nships, make Diana’s CEO a member of the Genco Board and have a Diana affiliate\ntake over technical management of some or all of Genco’s fleet. Through these proposals,\nDiana would have obtained effective control without paying a premium, as well as the\nability to transfer value from Genco and its shareholders to Diana.\n\n·In\nNovember 2025, Diana made an indicative, non-binding proposal to acquire Genco for $20.60\nper share, followed by a revised offer for $23.50 per share in March 2026.\n\n·On\nMay 4, 2026, Diana commenced a conditional tender offer at the same $23.50 price as Diana’s\nMarch 2026 Proposal.\n\n·All\nof these proposals were inadequate and deprive Genco shareholders of the full value of\ntheir investment.\n\n**Why\ndoes the Board believe the continued execution of its Comprehensive Value Strategy will create greater value for shareholders?**\n\n·Our\nBoard and management team have been successfully executing our Comprehensive Value Strategy,\nwhich has returned $310 million in dividends to shareholders over 27 consecutive quarters,\ndelivered outsized shareholder returns of 197% and positioned Genco to continue creating\nvalue.3\n\n·We\nare operating in a strengthening drybulk market, and shareholders are poised to continue\nbenefiting from our low-leverage high dividend model and the strategic steps the Board\nand management are taking to further increase earnings power and dividend capacity.\n\n·We\nbelieve Genco’s Board is better positioned than Diana’s nominees to guide\nthe Company forward and create superior returns and meaningful value for all shareholders.\n\n·Diana’s\nattempts to take over Genco pose significant risks to Genco shareholders and their ability\nto realize the full upside of their Genco investments.\n\n**YOUR\nVOTE IS IMPORTANT**\n\n3\nRepresents TSR since the closing price on April 19, 2021 (the last trading day before Genco publicly announced its Comprehensive\nValue Strategy).\n\nVote\n“FOR” Genco’s Six Highly Qualified Directors and “WITHHOLD” on Diana’s Nominees\n\nHOW\nTO VOTE [LINK TO HOW TO VOTE PAGE]\n\nInvestor\nContact\n\nPeter\nAllen\n\nChief Financial Officer\n\nGenco Shipping & Trading Limited\n\n(646) 443-8550\n\nMedia\nContact\n\nLeon\nBerman\n\nIGB Group\n\n(212) 477-8438\n\nlberman@igbir.com\n\nLearn\nmore about Genco at www.gencoshipping.com\n\nSign\nup for updates\n\nName\n\nINSERT\n\nEmail\nAddress\n\nINSERT\n\n****\n\n**Comprehensive\nValue Strategy**\n\n** **\n\n**Genco’s\nComprehensive Value Strategy**\n\nGenco’s\nproven strategy continues to generate strong results and returns for ALL Genco shareholders through various market cycles.\n\nThe\nstrategy’s key pillars include paying compelling quarterly dividends, deleveraging to reduce debt and break-even levels\nand investing in growth.\n\n**The\nstrategy we established in April 2021…**\n**What\nwe’ve done ~5 years later**\n\nTransform\nGenco into a low leverage, high dividend yield company\n\n**Provided\nsubstantial returns to shareholders**\n\nDistributed\n$310m or $7.16 per share in dividends\n\nMaintain\nsignificant flexibility to grow the fleet\n\n**Invested\nin fleet to expand earnings power and dividend capacity**\n\n$557m\nin modern, fuel-efficient, premium-earning vessels\n\nTarget\npaying a quarterly dividend based on cash flows less a voluntary quarterly reserve\n\n**Strengthened\nbalance sheet through deleveraging**\n\nReduced\ndebt by $119 million, supporting Genco’s industry-low leverage and breakeven levels\n\n**Genco\nis Firing on All Cylinders**\n\n**Building\non Momentum in a Strengthening Drybulk Market**\n\n·We\nended the first quarter of 2026 with multi-year first quarter highs across adjusted EBITDA,\ntime charter equivalent (TCE) rates and a $0.35 dividend – an increase of 133%\nyear-over-year\n\n·In\nthe second quarter, estimated TCE to date is approximately $23,900 per day for 66% of\nour owned fleet available days, representing an increase of 76% year over year\n\n**Delivering\nCompelling Dividends and Strong Returns to Shareholders**\n\n·We\ndeclared a $0.35 per share dividend in Q1 2026, a 133% increase year-over-year\n\n·Projections\nshow a Q2 2026 dividend of approximately $0.70 per share, a 367% increase year over year4\n\n·Assuming\nthe current forward freight rate curve for the balance of the year, our dividend formula\nwould produce a total dividend of $2.50 per share in 20265\n\n4\nBased on fixtures to date and assuming the market’s expected view of future freight rates (the FFA curve – please\nsee www.GencoDrivesSuperiorReturns.com/frequently-asked-questions for further detail on the FFA curve) for the balance\nof the year. Given freight market volatility, the FFA curve is subject to change. Please refer to the appendix to our Q1 2026\nearnings presentation posted on our website under “Investors – Events and Presentations” for further detail\non assumptions used in our projections, including expenses and utilization rates.\n\n·We\nhave paid 27 consecutive quarterly dividends, delivering total shareholder returns (TSR)\nof 131% over the past five years, outperforming the S&P 500 TSR of 86% and Diana’s\nTSR of 33% over the same period5\n\n**Growing\nFleet of Premium Earning Assets**\n\nûWe\nhave been investing in premium earning vessels that target drybulk sectors with compelling\nsupply and demand fundamentals\n\nûRecent\nacquisitions have included two 2020 built, high quality, premium earning Newcastlemax\nvessels that were delivered in March 2026, as well as an agreement to acquire a 2019\nbuilt, high specification scrubber-fitted Capesize vessel with delivery expected in June\n2026\n\nûOur\ninvestments enhance our operating leverage in a rising drybulk market and further expand\nour earnings power and dividend capacity\n\n**Maintaining\nLow Financial Leverage and Robust Balance Sheet**\n\n·Genco\nhas an industry-low net loan to value ratio of 20%, a sub-$10,000 cash flow breakeven\nlevel6 and $350 million of undrawn revolver availability\n\n·Our\nstrong balance sheet enables us to take advantage of growth opportunities in diverse\nrate environments\n\n**YOUR\nVOTE IS IMPORTANT**\n\nVote\n“FOR” Genco’s Six Highly Qualified Directors and “WITHHOLD” on Diana’s Nominees\n\nHOW\nTO VOTE [LINK TO HOW TO VOTE PAGE]\n\n5\nTSR, or total shareholder return, is defined as price return plus dividends reinvested. All values per FactSet as of May\n6, 2026.\n\n6\nExcluding drydocking capex\n\n****\n\n**Strong\nGovernance**\n\n**Genco’s\nStrong Governance**\n\nThe\nhighly qualified and experienced Genco Board and management team remain committed to maintaining the highest standards of corporate\ngovernance\n\n**Genco\ncontinues to lead the drybulk industry in a number of ways**\n\n1)We\nare the largest U.S. headquartered drybulk shipping company\n\n2)We\nare the only U.S.-listed drybulk shipping company with **no related-party transactions**and have been consistently ranked in the top quartile on corporate governance among\npublic shipping companies by Webber Research\n\n3)We\nprovide detailed disclosures on the Company’s strategy and performance and align\nexecutive compensation with shareholder interests\n\n4)We\nhave a diverse, independent and experienced Board of Directors, half of whom are female\n\n**Meet\nGenco’s Highly Qualified Board of Directors**\n\nOur\nsix directors—**John C. Wobensmith, Kathleen C. Haines, Paramita Das, Basil G. Mavroleon, Karin Y. Orsel and Arthur L.\nRegan**—are highly engaged and experienced participants in the boardroom and committed to industry-leading governance.\nEach of these six directors brings a balanced and highly relevant skill set, with a proven track record of executing our Comprehensive\nValue Strategy that continues to position Genco for the future while delivering shareholder returns.\n\nJohn\nC. Wobensmith\n\n“View\nBio” Button\n\nMr.\nWobensmith has served as a director of Genco since May 29, 2021 and Chairman since August 26, 2025. Mr. Wobensmith has served\nas our Chief Executive Officer since March 23, 2017 and our President since December 19, 2014. Mr. Wobensmith has significant\nexperience in managing all aspects of a drybulk shipping company including commercial, technical and capital allocation. During\nhis tenure with the Company he has led the transformation of its commercial operating platform and the development of its comprehensive\nvalue and capital allocation strategy. From April 2005 until his appointment as President, he served as our Chief Financial Officer\nand Principal Accounting Officer. He also served as a director of Ultrapetrol (Bahamas) Limited, a marine transportation company,\nfrom 2016 to 2017. Mr. Wobensmith has over 25 years of experience in the shipping industry. Before becoming our Chief Financial\nOfficer, Mr. Wobensmith served as a Senior Vice President with American Marine Advisors, Inc., an investment bank focused on the\nshipping industry. While at American Marine Advisors, Inc., Mr.\n\nWobensmith\nwas involved in mergers and acquisitions, equity fund management, debt placement and equity placement in the shipping industry.\nFrom 1993 through 2000, he worked in the international maritime lending group of The First National Bank of Maryland, serving\nas a Vice President from 1998. Mr. Wobensmith has a bachelor’s degree in economics from St. Mary’s College of Maryland.\nHe also was appointed by the Governor of Maryland and currently serves on the Board of Trustees and as Treasurer of the Board\nat St. Mary’s College of Maryland. Mr. Wobensmith holds the Chartered Financial Analyst designation. He was inducted into\nthe International Maritime Hall of Fame in 2024 and will receive the Silver Bell Award from the Seamen’s Church Institute\nin June 2026.\n\nKathleen\nC. Haines\n\n“View\nBio” Button\n\nMs.\nHaines has served as a director of Genco since May 17, 2017, and was appointed as Lead Director in August 2025. In January 2025,\nshe joined the Advisory Board of Veer.voyage, a startup company incorporated in the Bahamas and a tonnage provider of zero emission\nships. From 2021 until 2024 she served on the Advisory Board of Sea Machines Robotics, a privately held company in Boston, Massachusetts.\nShe served as Chief Financial Officer and Treasurer of Heidmar Inc. (“Heidmar”), a privately held company that commercially\nmanages a fleet of oil tankers, from July 2012 until May 2020. She was also a member of the Executive Committee of Heidmar, which\nwas responsible for the strategy of the company as well as marketing efforts. Prior to and after her time at Heidmar, Ms. Haines\nhas served as the Principal of Holbridge Capital Advisors, a financial consulting and investment firm specializing in the maritime\nindustry. During 2010, she served as the Chief Financial Officer of Asia Pacific Carriers, based in Hong Kong. From May 2007 to\nMay 2008, she was the Chief Executive Officer of the transition company created following the sale of OMI Corporation, a U.S.-based\nNYSE-listed international shipping company. Ms. Haines served as the Chief Financial Officer of OMI Corporation from 1998 until\nits sale. Ms. Haines was a board member of OSG America LLC from 2007 until it was reacquired by its parent company in 2009 and\nserved as Chair of the Audit Committee and a member of the Conflicts Committee. She currently serves on the Board of Trustees\nof the Seamen’s Church Institute as Audit Chair and is a member of the Finance and Endowment Committee as well as the Governance/Nominating\nCommittee. She is the Treasurer and a founding board member of the U.S. affiliate of Women’s International Shipping and\nTrading Association. Ms. Haines is a CPA.\n\nParamita\nDas\n\n“View\nBio” Button\n\nMs.\nDas has served as a director of Genco since March 4, 2024. Ms. Das has served as the Chief Strategy Officer and Senior Advisor\nto the Chief Executive Officer of Stardust Power Inc. from September 2024 to November 2025. Previously, Ms. Das served as the\nGlobal Head of Marketing, Development and ESG (Chief Marketing Officer) Metals and Minerals at Rio Tinto from June 2022 through\nFebruary 2024, President of Rio Tinto Nickle Inc., President and CEO of Alcan Primary Products Company, LLC and a member of the\nBoard of Directors of Rio Tinto Services Inc. from July 2019 through September 2023; General Manager, Marketing and Development,\nMetals, and Head of the Chicago Commercial Office, Rio Tinto from January 2018 to May 2022. Ms. Das has served as Chief of Staff/Group\nBusiness Executive to the Rio Tinto Group CEO from December 2016 to December 2017. Ms. Das has been a member of the Board of Coeur\nMining since May 2023 and a member of the Board of Directors of Toromont Industries Ltd., a specialized equipment company, since\nNovember 2024. Ms. Das is a former Board member of World Business Chicago from January 2020 to January 2022, Chicago Children’s\nMuseum from June 2019 to June 2021 and UN Women-USNC from 2014 - 2017. She earned a Master of Business Administration from the\nUniversity of Louisville, Executive Education from University of Chicago and a Bachelors’ Degree from Guru Singh Indraprastha\nUniversity.\n\nBasil\nG. Mavroleon\n\n“View\nBio” Button\n\nMr.\nMavroleon has served as a director of Genco since July 17, 2015. Mr. Mavroleon served as a director of Baltic Trading from March\n15, 2010 until Baltic Trading’s merger with our Company on July 17, 2015. Mr. Mavroleon also served as a director of our\nCompany from July 27, 2005 to July 9, 2014. Mr. Mavroleon has been employed in the shipping industry for the last 56 years. Since\n1970, Mr. Mavroleon has worked at Charles R. Weber Company, Inc., one of the oldest and largest tanker brokerages and marine consultants\nin the United States. Mr. Mavroleon was Managing Director of Charles R. Weber Company, Inc. for twenty-five years and held the\nposition of Manager of the Projects Group thereafter for five years from January 2009 until April 2013. Mr. Mavroleon is a director\nof Pyxis Tankers, Inc. where he serves on the audit committee and the nominating and corporate governance committee. Mr. Mavroleon\nalso serves as Managing Director of WeberSeas (Hellas) S.A., a comprehensive sale and purchase, newbuilding, marine projects and\nship finance brokerage based in Piraeus, Greece. Since its inception in 2003 through its liquidation in December 2005, Mr. Mavroleon\nserved as Chairman of Azimuth Fund Management (Jersey) Limited, a hedge fund that dealt with tanker freight forward agreements\nand derivatives. Mr. Mavroleon is on the advisory board of NAMMA (North American Maritime Ministry Association), is a director\nemeritus of NAMEPA (North American Marine\n\nEnvironmental\nProtection Association), and is Chairman of the New York World Scale Committee. Mr. Mavroleon is a member of the Connecticut Maritime\nAssociation, NYMAR (New York Maritime Inc.), the Maritime Foundation Knowledge Center, honorary director of the Connecticut Maritime\nAssociation Education Foundation (CAMEF), and serves on the board of trustees of the Maritime Aquarium, Norwalk, CT. Mr. Mavroleon\nwas educated at Windham College, Putney, VT.\n\nKarin\nY. Orsel\n\n“View\nBio” Button\n\nMs.\nOrsel has served as a director of Genco since March 22, 2021. Ms. Orsel is the Chief Executive Officer and founder of MF Shipping\nGroup, which she established in 1994. She has over 33 years of experience in the maritime industry. MF Shipping Group provides\ntechnical management services to a fleet of more than 50 vessels, including oil product and chemical tankers, multipurpose vessels,\nself-unloaders, and cement carriers. In connection with these activities, Ms. Orsel has served for more than 20 years as managing\ndirector of several ship-owning companies. Ms. Orsel began her career in the shipping industry at the age of 18 with Sandfirden\nRederij B.V., where she served as Financial Manager. She currently holds a number of industry governance and representative roles,\nincluding membership in the Presidency of the European Shipowners (ECSA), board membership and former presidency of the Royal\nAssociation of Netherlands Ship-owners (KVNR), board membership of the International Chamber of Shipping (ICS), council membership\nof the International Association of Independent Tanker Owners (INTERTANKO), and membership of BIMCO. She also serves as Honorary\nConsul of Norway. Ms. Orsel is a former Chair of the International Seafarers’ Welfare and Assistance Network (ISWAN) and\nacts as an Ambassador for the Women’s International Shipping & Trading Association (WISTA). Ms. Orsel has received multiple\nindustry recognitions, including Female Entrepreneur of the Year (Netherlands, 2009), an Honorary Degree from Massachusetts Maritime\nAcademy (2017), the Tanker Industry Leader Award (2019), the Seatrade Award (2021), and the IMO Gender Equality Award (2025).\nShe holds a Bachelor of Arts in Economic & Administrative Education from Winschoter College in the Netherlands.\n\nArthur\nL. Regan\n\n“View\nBio”\n\nMr.\nRegan has served as a director of Genco since February 2016, and was our Executive Chairman from November 2016 until May 2021.\nSince 2022, Mr. Regan has been the Chief Executive Officer of Energos\n\nInfrastructure,\nwhich owns and operates marine infrastructure assets principally focused on LNG floating storage and regasification import terminals\nlocated in multiple countries globally primarily on long-term government utility linked contracts. From 2018 to 2021 Regan was\nthe Executive Chairman of Chembulk Tankers, an owner of specialized international chemical transport vessels and was appointed\nto the position by its private equity owners KKR Investments and York Capital Holdings. From 2010 to 2018, Mr. Regan was the President,\nChief Executive Officer and a Director of Principal Maritime Management, LLC, a wholly owned portfolio company of Apollo Global\nManagement. Mr. Regan has more than 35 years of experience in the shipping industry in executive roles, including as President\nand Chief Executive Officer of Arlington Tankers Ltd. from 2004 to 2008, which was listed on the New York Stock Exchange. Mr.\nRegan is a graduate of the State University of New York Maritime College at Fort Schuyler with a Bachelor of Science degree in\nMarine Transportation and Management. Mr. Regan began his shipping career sailing as an officer on merchant tankers and dry bulk\nvessels for over ten years, completing his sea service as Master Mariner. He is currently a Member of the North American Panel\nCommittee of the vessel classification society and maritime industry advisor DNV-GL.\n\n**Together,\nour directors bring years of relevant industry and leadership experience critical to Genco’s success**\n\n1.Fleet\nand Technical Management\n\n2.Drybulk\nCommodities\n\n3.Commercial\nOperations\n\n4.Capital\nAllocation\n\n5.Financial\nReporting\n\n6.M&A\n\n**YOUR\nVOTE IS IMPORTANT**\n\nVote\n“FOR” Genco’s Six Highly Qualified Directors and “WITHHOLD” on Diana’s Nominees\n\nHOW\nTO VOTE [LINK TO HOW TO VOTE PAGE]\n\n****\n\n**Diana’s\nTakeover Attempt**\n\n**Diana’s\nCampaign to Take Control of Genco**\n\nDiana\nis attempting to take control of Genco through an inadequate acquisition proposal and a proxy contest to replace the entire Genco\nBoard with its handpicked nominees\n\nOne\nof our direct competitors, Diana Shipping, is seeking to take control of Genco on the cheap. As part of its efforts to do so,\nDiana has rapidly acquired a significant ownership stake in Genco, made a series of inadequate private and public acquisition\nproposals, launched a tender offer, and is attempting to replace the entire Genco Board with its handpicked slate of directors.\n\nOur\nBoard has made it clear: we are open to engaging with Diana in good faith, if Diana provides an offer that appropriately values\nGenco and adequately rewards all shareholders. Diana has refused to do so. Instead, they have launched a tender offer and are\ntrying to replace our Board with their handpicked nominees.\n\nWe have\nalso sought to engage constructively with Diana on alternative transaction structures that would serve the best interests of all\nGenco shareholders. **Diana has refused to engage on such a structure and instead has chosen to commence a tender offer and nominate\na handpicked slate of directors to seize control of Genco’s Board**. There are significant risks for Genco shareholders\nif Diana’s nominees take over the Genco Boardroom.\n\n**You\nShould Reject Diana’s Inadequate and Highly Conditional Tender Offer**\n\nDiana\ncommenced a conditional tender offer on May 4, 2026 (the “Offer”).\n\nAfter\ncareful review with external advisors and on the recommendation of an independent Board committee, our Board recommends shareholders\nreject the Offer:\n\n·The\n$23.50 per share price meaningfully undervalues Genco by failing to reflect the full\nvalue of Genco’s assets, not including a control premium and not accounting for\nGenco’s future prospects in a strengthening drybulk market.\n\n·The\nnumerous conditions attached to the offer make it highly unlikely to be completed, rendering\nit illusory.\n\n·The\nOffer price remains unchanged from Diana’s inadequate March 2026 proposal, which\nGenco’s Board previously rejected.\n\n**Shareholders\nshould take no action in response to the Offer, and we encourage you to discard any proxy or tender offer materials you\nreceive from Diana. If you have already tendered your shares, you may withdraw them at any time prior to the expiration of the\nOffer.**\n\n**Diana’s\nInadequate Price**\n\n**Simply\nput, the $23.50 per share offer price is too low.**\n\nû**Does\nnot capture the underlying value of Genco and fails to provide an appropriate control\npremium for control of Genco, especially in light of Genco’s:**\n\noHigh-quality\nand growing modern fleet\n\noLeading\ncommercial operating platform\n\noEstablished\ntechnical management business\n\noStrong\nbalance sheet\n\noSpot\ncharter-focused commercial strategy\n\noTrack\nrecord of durable cash flow generation across cycles\n\noExecution\nof a low leverage, high capital return business model\n\noSuperior\nreturns\n\noSizeable\noperating leverage in a strengthening drybulk market\n\nû**Well\nbelow Genco’s net asset value (NAV) during a period of rising asset values across\nthe industry**\n\noDiana’s\nMarch 2026 Proposal has always been below the underlying value of our assets. Genco’s\nmean sell-side analyst NAV estimate was $25.00 at the time Genco’s Board evaluated\nit. Current mean sell-side NAV estimate is $26.54 and the current median analyst estimate\nis $26.80. We are in a period of rising asset values across the industry, and sell-side\nanalysts continue to raise their estimates of Genco’s NAV.\n\noAnalysts\ninclude:\n\n§SEB\n\n§Clarkson\nSecurities\n\n§Fearnley\nSecurities\n\n§Deutsche\nBank\n\n§Pareto\nSecurities\n\nû**Contemplates\na “fire sale” of Genco vessels**\n\noDiana’s\nOffer is conditioned on completing a merger that includes a sale of 16 Genco vessels\nat “fire sale” prices to a competitor, Star Bulk, adding further uncertainty\nwhile depriving Genco shareholders of full value. Under the agreement, the vessels would\nbe sold to Star Bulk at a valuation 16% below the average broker valuation.7\n\noSpecifically,\nsales would include:\n\n§Genco\nValkyrie, a 2020-built Newcastlemax for $66 million, which is 12% below average broker\nvaluations20 of $75 million\n\n§Genco\nConstantine for $24 million, which is 22% below average broker valuations20\nof $30 million\n\n§Genco\nEnterprise for $19 million, which is 26% below average broker valuations20\nof $26 million\n\noUnder\nDiana’s agreement with Star Bulk, 13 other vessels are being sold at a 15% discount\nto average broker valuations20\n\n**YOUR\nVOTE IS IMPORTANT**\n\nVote\n“FOR” Genco’s Six Highly Qualified Directors and “WITHHOLD” on Diana’s Nominees\n\nHOW\nTO VOTE [LINK TO HOW TO VOTE PAGE]\n\n7\nBased on the average of two independent third party broker valuations as of May 2026.\n\n****\n\n**Diana’s\nProxy Fight**\n\n** **\n\n**Replacing\nthe Board with Diana’s Nominees Puts Your Investment and Value at Serious Risk**\n\n**We\nurge Genco shareholders to vote WITHHOLD on Diana’s nominees given their close ties to Diana and the risks of what could\nhappen if they take over the Genco Board.**\n\nThe\nproxy contest is not a vote on whether to approve or reject Diana’s $23.50 acquisition proposal. **It is a vote on whether\nto give Diana’s nominees control of the Company, which would put your investment and value at serious risk.** You are\ndeciding between Genco’s highly qualified Board, which has a proven track record of delivering value to you, and Diana’s\nhandpicked slate of directors.\n\nOur\nBoard believes that Diana’s nominees are **not** fit to serve on the Genco Board. Many of the nominees have close\npersonal or professional ties to Diana and its leadership. Certain of the candidates have records of bankruptcy and shareholder\nvalue destruction**.**8 In addition, the Board determined that the nominees do not bring substantive skills or experiences\nthat are not already present on the highly qualified Genco Board.\n\n**Taken\ntogether, these concerns raise serious doubts about the ability of Diana’s nominees to oversee Genco effectively and act\nin the best interests of Genco shareholders.**\n\n**With\ncontrol of the Board, Diana’s nominees could do any of the following:**\n\nû**Approve\na transaction at a price below the latest proposal or at a discounted price;**\n\nû**Take\ncommercial actions that are unfavorable to Genco’s shareholders;**\n\nû**Enter\ninto related-party transactions that may funnel money from Genco and its shareholders\ninto entities controlled by Diana insiders;**\n\nû**Change\nour low-leverage high dividend model, threatening shareholder returns;**\n\nû**Implement\nan ill-advised vessel chartering strategy like Diana’s that has prevented Diana\nfrom capturing the upside of the current strong market; and**\n\nû**Apply\nthe same kinds of capital allocation decisions made by Diana over the last five years\nthat have destroyed shareholder value.**9\n\nDiana\nhas a history of related-party transactions favoring insiders10 and poor total shareholder returns. As shown below,\nGenco’s Board and leadership team have generated far superior total shareholder returns than Diana.\n\n8\nQuentin Bruce Saones was one of the four Directors of Sterling Shipping Agencies Limited when it entered compulsory liquidation\nin July 2023. Jens Ismar served as CEO of Bulk Invest (formerly part of Western Bulk), which filed for bankruptcy in March\n2016. During Gustav Brun-Lie’s less than three years as CEO of Statt Torsk ASA, he oversaw the destruction of more than\n80% of the company’s shareholder value (from NOK2.50 at IPO on 4/23/2021 to NOK0.53 on 2/1/2024, the last trading date per\nFactset) before merging it into a sector competitor at a near all-time low share price.\n\n9\nhttps://www.dianashippinginc.com/diana-shipping-inc-becomes-partner-in-a-commissioning-service-operation-vessels-project/?catslug=news,\nhttps://www.dianashippinginc.com/diana-shipping-inc-becomes-strategic-partner-in-two-7-500-cbm-semi-refrigerated-lpg-newbuildings/?catslug=news\nand https://www.dianashippinginc.com/diana-shipping-inc-announces-pro-rata-distribution-of-warrants-to-purchase-common-stock/?catslug=news.\n\n10\nBased on Diana’s Form 20-F, filed with the Securities Exchange Commission on March 13, 2026, Item 7.B Major Shareholders\nand Related Party Transactions, at pps. 93-94 ([www.sec.gov/ix?doc=/Archives/edgar/data/0001318885/000156276226000030/dsx-20251231.htm#a55253](http://www.sec.gov/ix?doc=/Archives/edgar/data/0001318885/000156276226000030/dsx-20251231.htm#a55253)).\n\nTotal\nShareholder Returns11\nGNK\nDSX\n\n1-year\n100%\n92%\n\n3-year\n121%\n(9)%\n\n5-year\n131%\n33%\n\n**Protecting\nYour Genco Investment**\n\n**Genco’s\nBoard and management team have built a strong, differentiated drybulk shipping company** and are executing a disciplined strategy\nthat has driven outperformance and superior returns.\n\nWe believe\nthe choice is clear for shareholders to protect their Genco investment and future value. We urge shareholders to vote “**FOR**”\nGenco’s six directors – and vote “**WITHHOLD**” on Diana’s nominees on the Company’s **WHITE**proxy card.\n\n**Don’t\nlet Diana risk your investment by taking over Genco without paying shareholders appropriate value.**Diana’s nominees\nintroduce significant risks to Genco shareholders.\n\n**We\nstrongly believe Genco’s current Board is best positioned to guide the Company forward and maximize value.**\n\n**YOUR\nVOTE IS IMPORTANT**\n\nVote\n“FOR” Genco’s Six Highly Qualified Directors and “WITHHOLD” on Diana’s Nominees\n\nHOW\nTO VOTE [LINK TO HOW TO VOTE PAGE]\n\n11\nTSR, or total shareholder return, is defined as price return plus dividends reinvested. All values per FactSet as of May\n6, 2026.\n\n****\n\n**Shareholder\nResources**\n\n** **\n\n**Shareholder\nLetters**\n\nMay\n7, 2026\n\nGenco\nShareholder Letter\n\nMarch\n30, 2026\n\nGenco\nShareholder Letter\n\nDownload\nPDF\n\n**Infographics**\n\nMay\n12, 2026\n\nGenco\nMyth vs Fact Infographic\n\n**Press\nReleases**\n\nMay\n15, 2026\n\nGenco\nShipping & Trading Limited Board of Directors Unanimously Rejects Diana Shipping’s Unsolicited Tender Offer\n\nMay\n12, 2026\n\nGenco\nShipping & Trading Limited Sets the Record Straight on Diana’s False and Misleading Claims\n\nMay\n7, 2026\n\nGenco\nShipping & Trading Limited Files Definitive Proxy Materials and Mails Letter to Shareholders\n\nMay\n4, 2026\n\nGenco\nShipping & Trading to Review Diana Shipping’s Unsolicited Tender Offer\n\nApril\n24, 2026\n\nGenco\nShipping & Trading Files Preliminary Proxy Statement in Connection with 2026 Annual Meeting of Shareholders\n\nApril\n13, 2026\n\nGenco\nShipping & Trading Issues Statement Regarding Diana Shipping’s Letter to Shareholders\n\nApril\n7, 2026\n\nGenco\nShipping & Trading Launches Website for Shareholders\n\nMarch\n30, 2026\n\nGenco\nShipping & Trading Sends Letter to Shareholders\n\nDownload\nPDF\n\nMarch\n20, 2026\n\nGenco\nShipping & Trading Issues Statement\n\nDownload\nPDF\n\nMarch\n19, 2026\n\nGenco\nShipping & Trading Rejects Revised, Non-Binding Indicative Proposal from Diana Shipping Inc.\n\nDownload\nPDF\n\nMarch\n6, 2026\n\nGenco\nShipping & Trading Responds to Revised Unsolicited Proposal from Diana Shipping Inc.\n\nDownload\nPDF\n\nJanuary\n16, 2026\n\nGenco\nShipping & Trading Responds to Diana Shipping Inc.’s Intent to Nominate Directors to Replace Entire Genco Board\n\nDownload\nPDF\n\nJanuary\n13, 2026\n\nGenco\nShipping & Trading Rejects Non-Binding Indicative Proposal from Diana Shipping Inc.\n\nDownload\nPDF\n\nNovember\n24, 2025\n\nGenco\nShipping & Trading Confirms Receipt of a Non-Binding Indicative Proposal from Diana Shipping Inc.\n\nDownload\nPDF\n\n**SEC\nFilings**\n\nMay\n15, 2026\n\nGenco\nShipping & Trading Limited Board of Directors Unanimously Rejects Diana Shipping’s Unsolicited Tender Offer\n\nMay\n15, 2026\n\nGenco\nShipping & Trade Schedule 14D-9\n\nMay\n12, 2026\n\nGenco\nShipping & Trading Sets the Record Straight on Diana’s False and Misleading Claims and Sends Infographic to its Shareholders\n\nMay\n7, 2026\n\nGenco\nShipping & Trading Limited Files Definitive Proxy Materials and Mails Letter to Shareholders\n\nMay\n7, 2026\n\nGenco\nShipping & Trading Definitive Proxy Statement\n\nMay\n4, 2026\n\nGenco\nShipping & Trading to Review Diana Shipping’s Unsolicited Tender Offer\n\nApril\n24, 2026\n\nGenco\nShipping & Trading Preliminary Proxy Statement\n\nApril\n13, 2026\n\nGenco\nShipping & Trading Issues Statement Regarding Diana Shipping’s Letter to Shareholders\n\nApril\n7, 2026\n\nGenco\nShipping & Trading Launches Website for Shareholders\n\nMarch\n31, 2026\n\nGenco\nShipping & Trading Letter to Shareholders and LinkedIn Post\n\nDownload\nPDF\n\nMarch\n30, 2026\n\nGenco\nShipping & Trading Sends Letter to Shareholders\n\nDownload\nPDF\n\nMarch\n20, 2026\n\nGenco\nShipping & Trading Issues Statement\n\nDownload\nPDF\n\nMarch\n19, 2026\n\nGenco\nShipping & Trading Rejects Revised, Non-Binding Indicative Proposal from Diana Shipping Inc.\n\nDownload\nPDF\n\nMarch\n6, 2026\n\nGenco\nShipping & Trading Responds to Revised Unsolicited Proposal from Diana Shipping Inc.\n\nDownload\nPDF\n\nJanuary\n16, 2026\n\nGenco\nShipping & Trading Responds to Diana Shipping Inc.’s Intent to Nominate Directors to Replace Entire Genco Board\n\nDownload\nPDF\n\nJanuary\n13, 2026\n\nGenco\nShipping & Trading Rejects Non-Binding Indicative Proposal from Diana Shipping Inc.\n\nDownload\nPDF\n\nNovember\n24, 2025\n\nGenco\nShipping & Trading Confirms Receipt of a Non-Binding Indicative Proposal from Diana Shipping Inc.\n\nDownload\nPDF\n\n**FAQs**\n\n** **\n\n**Frequently\nAsked Questions**\n\n**Why\nshould I vote for Genco’s nominees?**\n\n·We\nstrongly believe Genco’s current Board is best positioned to guide the Company\nforward and maximize value.\n\n·We\nhave a highly experienced and qualified Board of Directors with extensive expertise across\nrelevant business areas, including shipping, commodities, fleet and technical management,\ncommercial operations, capital allocation, financial reporting and M&A.\n\n·Our\ndirectors are actively engaged in the boardroom and are overseeing our Comprehensive\nValue Strategy, which has delivered superior returns, compelling dividends and disciplined\ncapital allocation across drybulk market cycles.\n\n·You\nshould not trust Diana or its nominees to act on your behalf or do the right thing for\nGenco shareholders.\n\n·If\nelected, Diana’s handpicked nominees could take actions that risk destroying shareholder\nvalue or enriching Diana and its insiders at the expense of Genco shareholders.\n\n·Our\nBoard recommends you vote on the Company’s WHITE proxy card “FOR” Genco’s\nsix directors, so they can continue to execute the Company’s disciplined, proven\nComprehensive Value Strategy – and vote “WITHHOLD” on Diana’s\nnominees and “AGAINST” Diana’s shareholder proposals.\n\n**Why\ndid Genco reject Diana’s Board nominees?**\n\n·These\nnominations were made to advance Diana’s takeover attempt, and there are significant\nrisks to our shareholders if Diana’s nominees take over our Board.\n\n·They\ncould approve a transaction at a lower price than Diana’s March 2026 proposal or\ntake other value destructive actions similar to what has occurred at Diana.\n\n·Many\nof Diana’s nominees have close ties to Diana or its leadership.\n\n·Moreover,\ncertain of Diana’s nominees have track records leading companies marred by bankruptcy\nand failure.\n\n·They\nalso have no additional skills or experience that are not already well represented on\nGenco’s high-quality Board.\n\n**Why\ndoes the Board recommend Genco shareholders reject Diana’s tender offer? Should I tender my shares?**\n\n·The\nBoard unanimously recommends shareholders reject Diana’s tender offer (“the\nOffer”) and not tender their shares.\n\n·Diana’s\nOffer price is unchanged from its inadequate March 2026 proposal, which the Board rejected.\n\n·After\ncareful review with external advisors and on the recommendation of an independent Board\ncommittee, our Board determined that the Offer meaningfully undervalues Genco by failing\nto reflect the full value of Genco’s assets, not including a control premium and\nnot accounting for Genco’s future prospects in a strengthening drybulk market.\n\n·In\naddition, the numerous conditions attached to the offer make it highly unlikely to be\ncompleted, rendering it illusory.\n\n**Why\ndid Genco reject Diana’s $23.50 Offer price?**\n\n·Simply\nput, the proposal was too low.\n\n·Genco’s\nBoard reviewed Diana’s proposal with the assistance of external advisors and unanimously\ndetermined that Diana’s proposal significantly undervalued Genco and was not in\nthe best interests of Genco shareholders.\n\n·Diana’s\nproposal is well below the market value of our assets (NAV) and fails to provide shareholders\nwith an appropriate premium in exchange for control of Genco.\n\n·The\nrevised offer to acquire Genco for $23.50 per share was below the mean sell-side analyst\nNAV estimates at the time it was made back in March. Those estimates have gone up since\nthen, making the proposal even less attractive, as Genco continues to capture upside\nin a strengthening drybulk market.\n\n·Genco’s\ncurrent mean analyst NAV estimate is $26.54 and the current median NAV estimate is $26.80\nin a period of rising asset values across the industry.12\n\n**Has\nthe Board offered to engage with Diana?**\n\n·We\nhave sought to engage constructively with Diana, beginning with Genco’s initial\noutreach to Diana to discuss a potential business combination in June 2024.\n\n·Our\nBoard has made it clear that we are open to engaging with Diana if they provide an offer\nthat appropriately values Genco and adequately rewards all shareholders.\n\n·The\n$23.50 per share proposal simply does not meet that standard.\n\n·We\nalso offered to meet directly to discuss alternative transaction structures that would\nserve the best interests of all shareholders – including sending a formal letter\nasking them to come to the table about this transaction structure.\n\n·Diana\nhas consistently refused to engage on such a structure and failed to present a proposal\nwith a sufficient basis for discussions.\n\n·Instead,\nDiana has chosen to commence a tender offer and nominate a handpicked slate of directors\nto seize control of our Board and company.\n\n**Who\nshould I vote for?**\n\n·Our\nBoard recommends you vote on the Company’s WHITE proxy card “FOR” Genco’s\nsix directors so they can continue to execute the Company’s disciplined, proven\nComprehensive Value Strategy – and vote “WITHHOLD” on Diana’s\nnominees and “AGAINST” Diana’s shareholder proposals.\n\n·We\nhave a highly experienced and qualified Board of Directors, half of whom are female,\nwith extensive expertise across relevant business areas, including shipping, commodities,\nfleet and technical management, commercial operations, capital allocation, financial\nreporting and M&A.\n\n·Our\ndirectors are actively engaged in the boardroom and are overseeing our Comprehensive\nValue Strategy, which has delivered superior returns, compelling dividends and disciplined\ncapital allocation across drybulk market cycles.\n\n·You\nshould not trust Diana or its nominees to act on your behalf or do the right thing for\nGenco shareholders.\n\n12\nCalculated based on NAV estimates published by SEB, Clarkson Securities, Fearnley Securities, Deutsche Bank and Pareto.\n\n·If\nelected, Diana’s handpicked nominees could take actions that risk destroying shareholder\nvalue or enriching Diana and its insiders at the expense of Genco shareholders.\n\n**What\nproposals has Diana made?**\n\n·In\n2024, following Genco’s initial outreach to Diana to discuss a potential business\ncombination, Diana proposed to acquire 30% of Genco’s stock in exchange for certain\nships, make Diana’s CEO a member of the Genco Board and have a Diana affiliate\ntake over technical management of some or all of Genco’s fleet. Through these proposals,\nDiana would have obtained effective control without paying a premium, as well as the\nability to transfer value from Genco and its shareholders to Diana.\n\n·In\nNovember 2025, Diana made an indicative, non-binding proposal to acquire Genco for $20.60\nper share, followed by a revised offer for $23.50 per share in March 2026.\n\n·On\nMay 4, 2026, Diana commenced a conditional tender offer at the same $23.50 price as Diana’s\nMarch 2026 Proposal.\n\n·All\nof these proposals were inadequate and deprive Genco shareholders of the full value of\ntheir investment.\n\n**Why\ndoes the Board believe the continued execution of its Comprehensive Value Strategy will create greater value for shareholders?**\n\n·Our\nBoard and management team have been successfully executing our Comprehensive Value Strategy,\nwhich has returned $310 million in dividends to shareholders over 27 consecutive quarters,\ndelivered outsized shareholder returns of 197% and positioned Genco to continue creating\nvalue. 13\n\n·We\nare operating in a strengthening drybulk market, and shareholders are poised to continue\nbenefiting from our low-leverage high dividend model and the strategic steps the Board\nand management are taking to further increase earnings power and dividend capacity.\n\n·We\nbelieve Genco’s Board is better positioned than Diana’s nominees to guide\nthe Company forward and create superior returns and meaningful value for all shareholders.\n\n·Diana’s\nattempts to take over Genco pose significant risks to Genco shareholders and their ability\nto realize the full upside of their Genco investments.\n\n**What\nis NAV and why is it an important piece of how you measure Genco’s value?**\n\n·NAV\nstands for “net asset value.”\n\n·NAV\nis calculated by taking the current market value of the fleet, adding cash and net working\ncapital, and subtracting outstanding debt. When you divide that number by the total shares,\nyou get NAV per share.\n\n·Genco’s\nmean sell-side analyst NAV estimate was $25.00 when Diana made its $23.50 per share proposal\nin March 2026.\n\n·Since\nthat time, the mean sell-side analyst NAV estimate has increased to $25.54 and the current\nmedian analyst estimate has increased to $26.80.14\n\n13\nRepresents TSR since the closing price on April 19, 2021 (the last trading day before Genco publicly announced its Comprehensive\nValue Strategy).\n\n14\nCalculated based on NAV estimates published by SEB, Clarkson Securities, Fearnley Securities, Deutsche Bank and Pareto\n\n**What\nis the FFA curve?**\n\n·The\nFFA curve is based on future freight agreements (effectively option contracts), which\nreflect the market’s current pricing for shipping rates at future dates.\n\n**When\nis Genco’s 2026 Annual Meeting?**\n\n·The\ndate of the 2026 Annual Meeting is June 18, 2026.\n\n**Who\ncan I contact for more information?**\n\n·For\nmore information, please contact Peter Allen, Genco’s Chief Financial Officer,\nat finance@gencoshipping.com or (646) 443-8550.\n\n**How\nto Vote**\n\n**Voting\nis quick and easy**\n\nVote\n**“FOR”** the reelection of Genco’s six directors and according to the Board’s other recommendations\non the Company’s **WHITE** proxy card, **“WITHHOLD”** on Diana’s nominees and **“AGAINST”**Diana’s shareholder proposals. You can vote by telephone, online, or by signing, dating and returning the **WHITE**proxy\ncard in the postage-paid envelope provided.\n\nüFOR\n\nThe\nreelection of Paramita Das, Kathleen C. Haines, Basil G. Mavroleon, Karin Y. Orsel, Arthur L. Regan and John C. Wobensmith\n\nüFOR\n\nProposals\n2, 3, 4 and 5\n\nûWITHHOLD\n\nDiana’s\nhandpicked nominees\n\nûAGAINST\n\nShareholder\nproposals 6 and 7\n\n**Forward-Looking Statements**\n\nThis communication contains statements that may\nconstitute forward-looking statements. These statements include, but are not limited to: statements related to the Company’s views\nand expectations regarding Diana Shipping Inc.’s unsolicited tender offer; any statements relating to the plans, strategies and\nobjectives of management or the Company’s Board for future operations and activities; any statements concerning the expected development,\nperformance, market share or competitive performance relating to products or services; any statements regarding current or future macroeconomic\ntrends or events and the impact of those trends and events on the Company and its financial performance; and any statements of assumptions\nunderlying any of the foregoing. Forward-looking statements can be identified by the fact that they do not relate strictly to historic\nor current facts and often use words such as “anticipate,” “budget,” “estimate,” “expect,”\n“project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in\nconnection with a discussion of potential future events, circumstances or future operating or financial performance. These forward-looking\nstatements are based on our management’s current expectations and observations. Included among the factors that, in our view, could\ncause actual results to differ materially from the forward looking statements contained in this release are the following: (i) the Company’s\nplans and objectives for future operations; (ii) that any transaction based on Diana’s non-binding indicative proposal or otherwise\nmay not be consummated at all; (iii) the ability of Genco and its shareholders to recognize the anticipated benefits of any such transaction;\n(iv) the exercise of the discretion of our Board regarding the declaration of dividends, including without limitation the amount that\nour Board determines to set aside for reserves under our dividend policy; and (v) other factors listed from time to time in our filings\nwith the SEC, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent reports\non Form 8-K and Form 10-Q. Our ability to pay dividends in any period will depend upon various factors, including the limitations under\nany credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination by the Board\nof Directors each quarter after its review of our financial performance, market developments, and the best interests of the Company and\nits shareholders. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations,\nrequired capital expenditures, or reserves. As a result, the amount of dividends actually paid may vary. In addition, the forward-looking\nstatements included in this communication represent the Company’s views as of the date of this communication and these views could\nchange. However, while the Company may elect to update these forward-looking statements at some point, the Company specifically disclaims\nany obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon\nas representing the Company’s views as of any date subsequent to the date of this communication.\n\n**Important Information for Investors and Shareholders**\n\nThis communication does not constitute\nan offer to buy or solicitation of an offer to sell any securities. The Company has filed a solicitation/recommendation statement\non Schedule 14D-9 with the SEC (available [here](https://www.sec.gov/Archives/edgar/data/1326200/000093041326001621/c116390_sc14d9.htm)). Any solicitation/recommendation statement filed by the Company that is required to\nbe mailed to shareholders will be mailed to shareholders. THE COMPANY’S INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED\nTO READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER\nDOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.\nInvestors and shareholders may obtain a copy of the solicitation/recommendation statement on Schedule 14D-9, any amendments or\nsupplements thereto and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov.\nCopies will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section\nof the Company’s investor relations website at https://investors.gencoshipping.com/, or by contacting Peter Allen as soon\nas reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.\n\nImportant Additional Information and\nWhere to Find It\n\nThe Company has filed a definitive\nproxy statement on Schedule 14A, an accompanying **WHITE** proxy card, and other relevant documents with the SEC in connection\nwith the solicitation of proxies from the Company’s shareholders for the Company’s 2026 Annual Meeting of Shareholders. THE\nCOMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING\n\nANY AMENDMENTS OR SUPPLEMENTS THERETO),\nTHE ACCOMPANYING **WHITE** PROXY CARD, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY\nBECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the definitive proxy statement, an accompanying **WHITE**\nproxy card, any amendments or supplements to the definitive proxy statement, and other documents that the Company files with the SEC\nat 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\nof the Company’s investor relations website at https://investors.gencoshipping.com/.\n\n**Certain Information Regarding Participants in the Solicitation**\n\nThe Company, its independent directors (Paramita Das; Kathleen C.\nHaines; Basil G. Mavroleon; Karin Y. Orsel; and Arthur L. Regan) and certain of its executive officers (John C. Wobensmith, Chairman\nof the Board, Chief Executive Officer and President; Peter Allen, Chief Financial Officer; Joseph Adamo, Chief Accounting Officer; and\nJesper Christensen, Chief Commercial Officer) and other employees are deemed “participants” (as defined in Schedule 14A under\nthe Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s shareholders in connection with the matters\nto be considered at the Company’s 2026 Annual Meeting of Shareholders. Information regarding the names of the Company’s directors\nand executive officers and certain other individuals and their respective interests in the Company, by security holdings or otherwise,\nis set forth in the sections entitled “Director Compensation,” “Compensation Discussion and Analysis,” “Summary\nCompensation Table,” and “Security Ownership of Certain Beneficial Owners and Management” of the Company’s definitive\nproxy statement on Schedule 14A in connection with the 2026 Annual Meeting of Shareholders, filed with the SEC on May 7, 2026 (available\n[here](https://www.sec.gov/ix?doc=/Archives/edgar/data/1326200/000093041326001509/c116272_defc14a-ixbrl.htm)). Such filings\nwill also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s\ninvestor relations website at https://investors.gencoshipping.com/.\n\nAny subsequent updates following the date hereof to the information\nregarding the identity of potential participants and their direct or indirect interests, by security holdings or otherwise, will be set\nforth in other materials to be filed with the SEC in connection with the 2026 Annual Meeting of Shareholders, if and when they become\navailable. These documents will be available free of charge as described above."}