Genco Shipping & Trading Limited · NYSE:GNK
Genco Shipping & Trading — Proxy Contest (May 2026)
49 slides from Genco Shipping & Trading's proxy contest presentation, May 27, 2026
Slide 1: Diana Shipping Inc. Increases All-Cash Offer to Acquire Genco to $24.80 Per Share
We create to share DIANA SHIPPING INC. INCREASES ALL-CASH OFFER TO ACQUIRE GENCO SHIPPING & TRADING TO $24.80 PER SHARE May 2026
Slide 2: Disclaimer: About Diana Shipping and Star Bulk
Disclaimer About Diana Shipping Inc. Diana Shipping Inc. (“Diana”) (NYSE: DSX) is a global provider of shipping transportation services through its ownership and bareboat charter-in of dry bulk vessels. Diana’s vessels are employed primarily on short to medium-term time charters and transport a rang
Slide 3: Cautionary Statement Regarding Forward-Looking Statements
Disclaimer Cautionary Statement Regarding Forward-Looking Statements Matters discussed in this communication and other statements made by Diana or Star Bulk, as applicable, may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protection
Slide 4: Important Additional Information and Where to Find It
Disclaimer 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 dir
Slide 5: Information Regarding the Offer
Disclaimer 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. On May 27, 2026 Diana (i) increased the offer p
Slide 6: Competitive premia to undisturbed share price
Source: FactSet as of 21 November 2025 1) Historical Genco share price not comparable vs today’s share price unless adjusted for dividends. Example: If a company with only cash on balance sheet pays out half the cash, the share price should theoretically drop 50%. The same is the case for shipping s
Slide 7: Proposal at approximately NAV at cyclical high values
Source: Genco public filings, VesselsValue, Clarksons SIN 1) Fleet values from VesselsValue as of May 22, 2026; 2) Including $11m in disclosed cash severance to named executive officers and assuming $5m in undisclosed cash severance; 3) Based on the offer price of $24.80 per share and the number of
Slide 8: Attractive premium to historical trading
Source: FactSet, DNB Carnegie Equity Research, VesselsValue 1) Historical P/NAV estimated using DNB Carnegie Equity Research. Note that DNB Carnegie Equity Research withdrew recommendation and target price after Diana initial offer to acquire Genco was announced in November 2025. Current NAV/share e
Slide 9: Genco share price artificially inflated by Diana offer
Source: FactSet, DNB Carnegie Equity Research, VesselsValue 1) Historical P/NAV estimated using DNB Carnegie Equity Research. Note that DNB Carnegie Equity Research withdrew recommendation and target price after Diana initial offer to acquire Genco was announced in November 2025. Current NAV/share e
Slide 10: Offer reflects a premium to precedent transactions
Source: Public fairness opinions and equity research 1) For transactions with a share consideration, the P/NAV is estimated based on the value of the share consideration vs the NAV of the target at the time of announcement. Shipping and dry bulk takeovers last 5 years have on average priced at ~20%
Slide 11: Substantial premium to historical EV/EBITDA of Genco
Source: FactSet Proposal represent an implied EV/EBITDA (LTM) of 12.0x vs 5-year median of 5.2x Substantial premium to historical EV/EBITDA of Genco EV/LTM EBITDA EV/NTM EBITDA 11 5.2x 12.0x 0.0x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x EV/LTM EBITDA LTM Median EV/LTM EBITDA (offer) 4.9x 7.2x 0.0
Slide 12: Compelling price relative to historical dividend distributions
Source: Genco, FactSet $24.8/share vs $1.27/share in average DPS last 5 years, reflects an implied payback of 19.5 years! Compelling price relative to historical dividend distributions Genco dividends per share (incl. special dividends) compared to offer price 0.50 0.24 0.32 2.74 0.95 1.57 0.75 1.27
Slide 13: Updated
We create to share Updated Investor Presentation
Slide 14: Diana Shipping Inc. proposal to acquire Genco Shipping & Trading
We create to share Diana Shipping Inc. proposal to acquire Genco Shipping & Trading May 2026
Slide 15: Cautionary Statement Regarding Forward-Looking Statements
Disclaimer Cautionary Statement Regarding Forward-Looking Statements Matters discussed in this presentation and other statements made by Diana may constitute forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the intent, beliefs, expectations
Slide 16: Important Additional Information and Where to Find It
Disclaimer Important Additional Information and Where to Find It Diana and certain other Participants (as defined below) have filed a definitive proxy statement and accompanying GOLDuniversal proxy card with the SEC to be used to solicit proxies for, among other matters, the election of Diana’s dire
Slide 17: Information Regarding the Offer
Disclaimer 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. On May 27, 2026 Diana (i) increased the offer p
Slide 18: Diana at a glance
Source: VesselsValue, Company information 1) Figures as of December 31, 2025; 2) Fleet values as of May 13, 2026. Balance sheet figures as of December 31, 2025; 3) Including 2 newbuilds, distribution per vessel type based on DWT Diana at a glance 960 employees1 ACROSS SEA & ASHORE 20.84m MT Cargo Ca
Slide 19: Strong access to financing; How we got here
Strong access to financing Access to competitive financing from leading shipping banks. Never failed on a single debt obligation since inception How we got here Since November 2025, Diana has been trying to acquire Genco, and on May 27, 2026, we made an increased cash offer of $24.80 per share that
Slide 20: Summary
1) DNB Carnegie Equity Research; 2) Based on VesselsValue and public company filings; 3) Based on public fairness opinions and equity research; 4) FactSet Summary Diana has put forward a proposal to acquire all of the outstanding shares of Genco for $24.80 per share in cash • Diana currently owns ap
Slide 21: Table of contents
1 Valuation overview 2 Review of Genco Governance and Actions 3 Diana’s Director Nominees Table of contents 8 4 Appendix
Slide 22: Competitive premia to undisturbed share price
Source: FactSet as of 21 November 2025 1) Historical Genco share price not comparable vs today’s share price unless adjusted for dividends. Example: If a company with only cash on balance sheet pays out half the cash, the share price should theoretically drop 50%. The same is the case for shipping s
Slide 23: Attractive premium to historical trading
Source: FactSet, DNB Carnegie Equity Research, VesselsValue 1) Historical P/NAV estimated using DNB Carnegie Equity Research. Note that DNB Carnegie Equity Research withdrew recommendation and target price after Diana initial offer to acquire Genco was announced in November 2025. Current NAV/share e
Slide 24: Genco share price artificially inflated by Diana offer
Source: FactSet, DNB Carnegie Equity Research, VesselsValue 1) Historical P/NAV estimated using DNB Carnegie Equity Research. Note that DNB Carnegie Equity Research withdrew recommendation and target price after Diana initial offer to acquire Genco was announced in November 2025. Current NAV/share e
Slide 25: Proposal at approximately NAV at cyclical high values
Source: Genco public filings, VesselsValue, Clarksons SIN 1) Fleet values from VesselsValue as of May 22, 2026; 2) Including $11m in disclosed cash severance to named executive officers and assuming $5m in undisclosed cash severance; 3) Based on the offer price of $24.80 per share and the number of
Slide 26: Offer reflects a premium to precedent transactions
Source: Public fairness opinions and equity research 1) For transactions with a share consideration, the P/NAV is estimated based on the value of the share consideration vs the NAV of the target at the time of announcement. Shipping and dry bulk takeovers last 5 years have on average priced at ~20%
Slide 27: Substantial premium to historical EV/EBITDA of Genco
Source: FactSet Proposal represent an implied EV/EBITDA (LTM) of 12.0x vs 5-year median of 5.2x Substantial premium to historical EV/EBITDA of Genco EV/LTM EBITDA EV/NTM EBITDA 14 5.2x 12.0x 0.0x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x EV/LTM EBITDA LTM Median EV/LTM EBITDA (offer) 4.9x 7.2x 0.0
Slide 28: Compelling price relative to historical dividend distributions
Source: Genco, FactSet $24.8/share vs $1.27/share in average DPS last 5 years, reflects an implied payback of 19.5 years! Compelling price relative to historical dividend distributions Genco dividends per share (incl. special dividends) compared to offer price 0.50 0.24 0.32 2.74 0.95 1.57 0.75 1.27
Slide 29: Genco significantly underperforming peers on value creation
Source: FactSet, VesselsValue, Public company filings, DNB Carnegie Equity Research Note) Historical P/NAV estimated using DNB Carnegie Equity Research. Note that DNB Carnegie Equity Research withdrew recommendation and target price after Diana initial offer to acquire Genco was announced in Novembe
Slide 30: Table of contents
1 Valuation overview 2 Review of Genco Governance and Actions 3 Diana’s Director Nominees Table of contents 17 4 Appendix
Slide 31: Genco is not acting in the best interest of the shareholders
Source: Genco public filings 1) Except for the one-year period from July 2014 to July 2015 The Genco Board has refused to engage constructively and has pursued a strategy of entrenchment Genco is not acting in the best interest of the shareholders 18 Governance consolidation • Wobensmith currently s
Slide 32: Genco's Nominees Lack Independence and Diversity of Perspectives
Genco’s Nominees Lack Independence and Diversity of Value-Enhancing Perspectives • Lack of independence • Mavroleon (20-year director): personal and financial ties to CEO Wobensmith via AMA Capital Partners; his brokerage WeberSeas has brokered Genco vessel sales — disclosure language on this was qu
Slide 33: Genco's Board is Aligned with Management, Not Shareholders
Genco’s Board is Aligned with Management, Not Shareholders Genco’s Board Leadership Structure • Combined Chair/CEO: following Chairman Dolphin's resignation (Aug 2025), Wobensmith assumed both roles simultaneously — no independent counterbalance at the top of the board • Lead Independent Director Ha
Slide 34: Unchecked Board with no accountability to shareholders
Lack of independence and alignment with shareholders leads to an unchecked Board with no accountability to shareholders Genco Board has demonstrated a pattern of disdain for shareholder rights and value-enhancing governance • By-Laws restrict shareholders’ right to call special meetings (50.1% owner
Slide 35: Key Examples of Genco Board Actions Degrading Shareholder Value (1/2)
Key Examples of Genco Board Actions Degrading Shareholder Value (1/2) Genco’s Independent Committee Failed to Function Separate From Wobensmith • Genco claims the committee was comprised of directors independent of management mandated to consider transactions with Diana — yet Genco’s disclosure conf
Slide 36: Key Examples of Genco Board Actions Degrading Shareholder Value (2/2)
Key Examples of Genco Board Actions Degrading Shareholder Value (2/2) “Retention Plan” is an Enhanced Severance Arrangement Benefitting Management • Adopted upon the recommendation of Genco’s Compensation Committee, which is chaired by Mavroleon and of which Haines is also a member • $11.26 million
Slide 37: Board's Refusal to Engage Raises Questions About Management Self-Interest
Source: Genco public filings The Board’s Refusal to Engage Raises Serious Questions About Management Self-Interest 77% increase in Genco management compensation during a period where net income has reduced from $182m to -$4m Genco management compensation compared to financial performance ($m) $182m
Slide 38: Operating expenses compared to peers
Source: Company public filings Operating expenses compared to peers Genco has higher opex rate vs its peer group… …which results in annual value lost to shareholders Star Bulk Safe Bulkers Diana Genco Pangaea 5.1 5.8 6.0 6.4 6.4 Genco has a higher opex per day versus its peer group resulting in an a
Slide 39: Table of contents
1 Valuation overview 2 Review of Genco Governance and Actions 3 Diana’s Director Nominees Table of contents 26 4 Appendix
Slide 40: Diana's nominees are independent and highly qualified
Diana’s nominees are independent and highly qualified ✓ Independent candidates ✓ Vast experience with shipping and dry bulk markets ✓ Public and private company board experience from sizeable shipping companies ✓ History of shareholder value creation through prior board and management experience, in
Slide 41: Table of contents
1 Valuation overview 2 Review of Genco Governance and Actions 3 Diana’s Director Nominees Table of contents 28 4 Appendix
Slide 42: Background timeline
Note: A comprehensive timeline is included as part of the definitive proxy statement filed by Diana. Not once in six months has a representative of Genco or its advisors requested a meeting to discuss our proposal or initiated any substantive conversation to review our proposal Background June, 2024
Slide 43: Genco at a glance
Source: Company information, FactSet as of May 16, 2026 1) Including 1 vessel to be delivered and 1 vessel sold after Q1 2026. Distribution per vessel type based on DWT Genco at a glance Company overview Fleet composition Share price performance last 10 years Genco CEO and CFO 30 • U.S.-based owner/
Slide 44: Website Updates
We create to share Website Updates
Slide 45: Unlock Immediate Value for Genco
casi casos! Tas! Unlock Immediate Value for Genco VOTE THE PROXY CARD TODAY "FOR" DIANA'S SIX HIGHLY QUALIFIED INDEPENDENT DIRECTOR NOMINEES Six Months. A Fully Financed Offer. Zero Engagement. Diana Shipping Inc. (NYSE: DSX) (‘Diana’) is the largest shareholder of Genco Shipping & Trading Limited (
Slide 46: The Case For Change
The Case For Change Diana's Offer Delivers Certain, Premium Value in Cash $24.80 1.0x' 39% NAV premium over per share 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
Slide 47: How to Tender Your Shares
mecasi omnis, ay ia How to Tender Your Shares How do | tender my shares? + If you hold your shares in street name (i.e., through a broker, dealer, commercial bank, trust company or other nominee (a “Broker” Request that your Broker effect the transaction for you. Each such Broker will detail the pro
Slide 48: Materials and Press Releases
jG casu enwcied «TN a Howto Tender Your Shares Materials Press Releases May 27, 2026 Diana Shipping Inc. Increases All-Cash Offer to Acquire Genco Shipping & Trading to $24.80 Per Share May 19, 2026 Diana Shipping Inc. Releases Investor Presentation Highlighting Need for Change at Genco Shipping & T
Slide 49: Disclaimer
mast as Disclaimer Cautionary Statement Regarding Forward-Looking Statements igation Reform Act af 1995 provides sate harbor protections for for n order to encourage compani ntormat ei king statements include, but are not imite to, statements regarding bjectves, goals, future events, pert Strategies