Disclaimer

Cautionary Statement Regarding Forward-Looking Statements

Matters discussed herein and other statements made by Diana Shipping Inc. ("Diana") or Star Bulk Carriers Corp. ("Star Bulk"), as applicable, may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include, but are not limited to, statements regarding the intent, beliefs, expectations, objectives, goals, future events, performance or strategies and other statements of Diana, Star Bulk or their respective management teams, which are other than statements of historical facts.

Diana and Star Bulk desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. These forward-looking statements relate to, among other things, Diana’s proposal to acquire Genco Shipping & Trading Limited ("Genco") and the anticipated benefits of such a transaction, and Diana’s ability to finance such transaction. Forward looking statements can be identified by words such as “believe,” “will,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements.

The forward-looking statements included herein and in other statements made by Diana or Star Bulk, as applicable, are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in Diana’s or Star Bulk’s records, Genco Shipping & Trading Limited public filings and disclosures and data available from third parties. Although Diana or Star Bulk, as applicable, believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond their control, Diana or Star Bulk, as applicable, cannot assure you that it will achieve or accomplish these expectations, beliefs or projections.

The forward-looking statements herein are based on current expectations, assumptions, and estimates, and are subject to numerous risks and uncertainties. These include, without limitation, risks relating to: (i) the possibility that the proposed transaction may not proceed; (ii) the ability to obtain regulatory or shareholder approvals, if required; (iii) the risk that Genco Shipping & Trading Limited's Board of Directors or management may continue to oppose the proposal or not respond to further attempted engagement by Diana; (iv) failure to realize anticipated benefits of the transaction; (v) changes in the financial or operating performance of Diana, Star Bulk or Genco Shipping & Trading Limited; (vi) the possibility that shareholders of Genco Shipping & Trading Limited will not elect to tender their shares of common stock of Genco Shipping & Trading Limited in connection with the Offer (as defined below) or that the conditions to consummation of the Offer are not satisfied; and (vii) general economic, market, and industry conditions. These and other risks are described in documents filed by Diana with, or furnished by Diana to, the U.S. Securities and Exchange Commission (“SEC”), including its Annual Report on Form 20-F for the fiscal year ended December 31, 2025, and its other subsequent documents filed with, or furnished to, the SEC, and are described in documents filed by Star Bulk with, or furnished by Star Bulk to, the SEC, including its Annual Report on Form 20-F for the fiscal year ended December 31, 2025, and its other subsequent documents filed with, or furnished to, the SEC. Neither Diana nor Star Bulk undertake any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

Important Additional Information and Where to Find It

Diana and certain other Participants (as defined below) have filed a definitive proxy statement and accompanying GOLD universal proxy card with the SEC to be used to solicit proxies for, among other matters, the election of Diana’s director nominees to the board of directors of Genco Shipping & Trading Limited at Genco Shipping & Trading Limited's 2026 Annual Meeting, the passage of Diana’s proposal to repeal, at Genco Shipping & Trading Limited's 2026 Annual Meeting, by-laws of Genco Shipping & Trading Limited not publicly disclosed by Genco Shipping & Trading Limited on or prior to August 28, 2025 and a proposal that the board of directors of Genco Shipping & Trading Limited conduct a process to explore strategic alternatives (such definitive proxy statement and the accompanying universal GOLD proxy card are available here.).

Shareholders of Genco Shipping & Trading Limited are strongly advised to read the Participants’ proxy statement and other proxy materials, including the accompanying GOLD proxy card, as they become available because they will contain important information.  The Participants’ definitive proxy statement, and other proxy materials when filed, are available at no charge on the SEC’s website at www.sec.gov.

The definitive proxy statement and other relevant documents filed by Genco Shipping & Trading Limited with the SEC are also available, without charge, by directing a request to Diana’s proxy solicitor, Okapi Partners LLC, at its toll-free number (855) 305-0857 or via email at info@okapipartners.com.

Certain Information Regarding Participants in the Solicitation

The participants in the proxy solicitation (the “Participants”) are Diana; Semiramis Paliou, Director and Chief Executive Officer of Diana; Simeon Palios, Director and Chairman of Diana; Ioannis G. Zafirakis, Director and President of Diana; Maria Dede, co-Chief Financial Officer and Treasurer of Diana; Margarita Veniou, Chief Corporate Development, Governance & Communications Officer and Secretary of Diana; Evangelos Sfakiotakis, Chief Technical Investment Officer of Diana; Maria-Christina Tsemani, Chief People and Culture Officer of Diana; Anastasios Margaronis, Director of Diana; Kyriacos Riris, Director of Diana; Apostolos Kontoyannis, Director of Diana; Eleftherios Papatrifon, Director of Diana; Simon Frank Peter Morecroft, Director of Diana; and Jane Sih Ho Chao, Director of Diana; Diana’s nominees, Jens Ismar, Gustave Brun-Lie, Quentin Soanes, Paul Cornell, Chao Sih Hing Francois, and Vicky Poziopoulou; Star Bulk Carriers Corp. (“Star Bulk”); Petros Pappas, Director and Chief Executive Officer of Star Bulk; and Hamish Norton, President of Star Bulk.

As of the date hereof, Diana is the beneficial owner of 6,413,151, representing approximately 14.7% of the outstanding shares of common stock of Genco Shipping & Trading Limited.  As of the date hereof, none of Semiramis Paliou, Simeon Palios, Ioannis G. Zafirakis, Maria Dede, Margarita Veniou, Evangelos Sfakiotakis, Maria-Christina Tsemani, Anastasios Margaronis, Kyriacos Riris, Apostolos Kontoyannis, Eleftherios Papatrifon, Simon Frank Peter Morecroft, Jane Sih Ho Chao, Jens Ismar, Gustave Brun-Lie, Quentin Soanes, Paul Cornell, Chao Sih Hing Francois, Vicky Poziopoulou, Star Bulk, Petros Pappas, or Hamish Norton beneficially owns any Genco Shipping & Trading Limited common stock.  On March 6, 2026, Diana submitted a revised proposal to acquire all of the outstanding shares of Genco Shipping & Trading Limited common stock it did not own for $23.50 per share in cash.

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Information Regarding the Offer

On May 4, 2026, Diana commenced a tender offer (the “Offer”), through its wholly-owned subsidiary 4 Dragon Merger Sub Inc., to purchase all outstanding shares of Genco common stock at $23.50 per share in cash. The Offer is scheduled to expire at 5:00 p.m., New York City time, on June 2, 2026, unless extended.

The Offer is conditioned upon, among other things: (i) Genco entering into a definitive merger agreement with Diana substantially in the form of the merger agreement included with the Offer documents; (ii) Genco shareholders validly tendering a majority of Genco's outstanding shares on a fully diluted basis; (iii) the termination or inapplicability of Genco's shareholder rights plan; (iv) the Genco Board's approval of the transaction under certain affiliate transaction provisions in Genco’s charter and (v) other customary conditions. Satisfaction of the merger agreement condition, the shareholder rights plan condition and the affiliate transaction condition is solely within the control of Genco and the members of the Genco Board.

If the Offer is successfully completed, Diana intends to consummate a second-step merger as promptly as practicable, in which any remaining Genco shareholders who did not tender their shares in the Offer would receive the same $23.50 per share in cash that was paid in the Offer. As a result, if the Offer is completed and the second-step merger is consummated, all Genco shareholders — whether or not they tender their shares — would receive $23.50 per share in cash. Importantly, shareholders who tender in the Offer may receive their cash sooner than those whose shares are acquired in the second-step merger.

The Offer to Purchase and related Letter of Transmittal are being mailed to Genco shareholders and will be filed with the U.S. Securities and Exchange Commission. Copies of these materials will be available at no charge on the SEC's website at www.sec.gov.

Questions and requests for assistance regarding the Offer may be directed to Okapi Partners LLC, the information agent for the Offer, toll-free at (855) 305-0857 or by email at info@okapipartners.com.

‍

Agree

The Case For Change

Diana's Offer Delivers Certain, Premium Value in Cash

$23.50

per share

1.0x1

NAV

31%

premium over undisturbed price

The Genco Board Has Chosen Entrenchment Over Engagement

For six months, the Genco Board of Directors has rebuffed all invitations to meet with Diana to discuss our fully financed, all-cash offer. Instead of engaging, the Genco Board has entrenched itself through a series of shareholder-unfriendly governance actions and issued misleading statements designed to distract shareholders from the certain, premium value on the table. The reason is clear: engaging with Diana could jeopardize the Board and management's ability to continue leading Genco and collecting their outsized pay packages.


This is not how a public company board should conduct itself — and it is time for wholesale change on the Genco Board.

‍

How to Vote

The Genco Board Has Failed Its Shareholders

The Genco Board's actions reflect not a commitment to shareholders' best interests, but a singular focus on preserving their own roles and compensation. Shareholders now have the opportunity to effect change at Genco by electing six independent directors committed to evaluating all value-maximizing alternatives — including Diana's $23.50 per share all-cash offer — on the merits.

We encourage Genco shareholders to consider the following at this important time:

‍

Outsized Compensation and Misaligned Incentives

Despite a net loss and five consecutive years of declining EBITDA, CEO John Wobensmith's "compensation actually paid" in 2025 rose to $5,945,310, the highest figure in Genco's five-year Pay Versus Performance table. The Genco Board made this possible by quietly replacing Free Cash Flow with a more forgiving bonus metric after management missed its targets. When management also missed its return on invested capital ("ROIC") performance target — achieving just 6.20% against a 7.00% goal — the Board lowered the bar rather than hold executives accountable, awarding 2025 performance-based vesting RSUs (PRSUs) with a target range of just 4.00%–5.00% ROIC. This pattern of self-enrichment is not new: in 2014, the year Genco filed for Chapter 11, Wobensmith received more than $17.50 million in compensation, and since 2021 he has sold approximately $11.50 million in Genco stock. Genco is now asking shareholders to approve a 35.00% increase in its executive incentive plan pool and hand a disproportionate share to Wobensmith, who has already received 69.00% of all options, 40.00% of all RSUs and 53.00% of all PRSUs granted under Genco's 2015 Incentive Plan.

Lack of Independence

The Genco Board's independence problems are pervasive and well-documented. For instance, Compensation Committee Chair Basil Mavroleon has served on the Genco Board since 2005 and chairs the committee overseeing executive pay as a so-called "independent" director, despite longstanding financial and personal ties to CEO John Wobensmith through the merchant bank where Wobensmith previously worked. Under the leadership of his friend Mavroleon, the Compensation Committee has lavished extraordinary pay on Wobensmith dating back to Genco's 2014 bankruptcy. It is wholly inappropriate that the CEO's compensation is set by someone so deeply connected to him outside of Genco.

Misaligned Interests

The decisions being made at the expense of Genco shareholders are being made by a board with virtually no financial stake in the outcome. Three Genco directors — including, incredibly, Lead Independent Director Kathleen Haines, who is supposed to serve as the primary check on the CEO — each beneficially own zero shares of Genco common stock. Mavroleon himself, after more than two decades on the Board, beneficially owns just 739 shares of Genco stock — a figure that represents the entire beneficial ownership of the compensation committee's members combined. Directors who own no shares in the company they govern have no personal interest in the decisions they make on shareholders' behalf. A board whose members do not share in the consequences of their own decisions is a board that answers to itself — not to shareholders.

Poison Pill

The Genco Board unilaterally adopted a poison pill and subsequently amended it to lower the triggering threshold to 10% — specifically designed to prevent Diana from acquiring additional shares and deny shareholders the opportunity to decide for themselves whether our offer represents compelling value. The pill's "qualifying offer" provision, which in theory allows shareholders to act on a legitimate offer independent of the board, is illusory: it imposes twelve separate conditions that must all be satisfied. The pill also uses "daisy chain" ownership concepts that Delaware courts have labeled "extreme." Despite asking shareholders to vote on the pill, the Genco Board expressly retains full authority to amend or extend it unilaterally, regardless of the outcome.

Employee Retention Plan

Just 28 days after our proxy contest began, the Genco Board approved an "Employee Retention Plan" providing $11.26 million in cash severance and $16.70 million in accelerated equity — approximately $0.64 per share — to its four named executive officers, plus an undisclosed additional amount to other employees. This is not a retention plan — it is a severance plan. It pays out only if control changes, specifically if 50% of the Board is replaced rather than the customary majority threshold, or if someone acquires the company. For Wobensmith, it functions as an effective single-trigger severance arrangement. The plan was initially disclosed without identifying participants, costs, or terms — and was only provided to Diana after its lawyers made a formal demand. Genco continues to resist disclosing the plan's full cost to shareholders.

Undisclosed Special Committee

In January 2026, the Genco Board announced the formation of a Committee of Independent Directors to evaluate Diana's proposals and consider strategic alternatives — without disclosing its members or legal counsel. Six months later, the committee has taken no visible action to advance shareholder value and Genco continues to withhold its composition. It appears designed not to evaluate strategic alternatives in good faith, but to provide the Board with a shield against accountability while running out the clock on a compelling, fully financed offer.

The Case for Change is Compelling — Take Back Control of Your Investment Now

‍
As Genco's largest shareholder, Diana's interests are fully aligned with yours — and you deserve better stewards of your investment. Please join us in effecting change at Genco by voting the GOLD universal proxy card "FOR" each of our six independent nominees — Gustave Brun-Lie, Paul Cornell, Chao Sih Hing Francois, Jens Ismar, Viktoria Poziopoulou and Quentin Soanes — and "WITHHOLD" on Genco's nominees.

Each of Diana’s nominees is committed to ensuring every strategic alternative for delivering shareholder value is fully and fairly considered.

How to Vote
1 Based on Genco fleet values reported by Genco in its fourth quarter 2025 presentation.

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Read More about the Nominees
For Shareholders
Bruce Goldfarb / Chuck Garske / Lisa Patel
Okapi Partners LLC
(855) 305-0857
info@okapipartners.com
For Media
Mark Semer / Grace Cartwright
Gasthalter & Co.
(212) 257-4170DianaShipping@gasthalter.com
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