Genco Shipping & Trading Limited · NYSE:GNK
Genco Shipping & Trading — Proxy Contest (May 2026)
34 slides from Genco Shipping & Trading's proxy contest presentation, May 19, 2026
Slide 1: 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 2: 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 3: 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 4: 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. The Offer is scheduled to expire at 5:00 p.m.,
Slide 5: 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 6: How we got here
How we got here Since November 2025, Diana has been trying to acquire Genco, and in March 2026 we made an increased cash offer of $23.50 per share that is fully financed and presents attractive value for shareholders by all relevant measures We recognize that a transaction of this magnitude requires
Slide 7: Summary of Diana's proposal
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 $23.50 per share in cash • Diana currently owns ap
Slide 8: 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 9: 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 10: 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 11: ~1.0x NAV at the time of the revised offer
Source: Genco public filings, VesselsValue, Clarksons SIN 1) Fleet values for existing fleet as reported by Genco on slide 6 in its Q4 2025 presentation, based on VesselsValue as of Feb 13 2026. Fleet values as of Feb 13 2026 from VesselsValue also assumed for the vessels to be delivered; 2) Fleet v
Slide 12: 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 13: Substantial premium to historical EV/EBITDA of Genco
Source: FactSet Proposal represent an implied EV/EBITDA (LTM) of 11.5x vs 5-year median of 5.3x Substantial premium to historical EV/EBITDA of Genco EV/LTM EBITDA EV/NTM EBITDA 13 5.3x 11.5x 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 7.1x 0.0
Slide 14: Compelling price relative to historical dividend distributions
Source: Genco, FactSet as of May 16, 2026 $23.5/share vs $1.27/share in average DPS last 5 years, reflects an implied payback of 18.6 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
Slide 15: 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 16: Table of contents
1 Valuation overview 2 Review of Genco Governance and Actions 3 Diana’s Director Nominees Table of contents 16 4 Appendix
Slide 17: Genco is not acting in the best interest of 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 17 Governance consolidation • Wobensmith currently s
Slide 18: Genco's Nominees Lack Independence and Diversity of Value-Enhancing 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 19: 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 20: 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 21: 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 22: 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 23: 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 24: 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 25: Table of contents
1 Valuation overview 2 Review of Genco Governance and Actions 3 Diana’s Director Nominees Table of contents 25 4 Appendix
Slide 26: 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 27: Table of contents
1 Valuation overview 2 Review of Genco Governance and Actions 3 Diana’s Director Nominees Table of contents 27 4 Appendix
Slide 28: 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 29: 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 29 • U.S.-based owner/
Slide 30: Press release: Highlighting Need for Change at Genco
We create to share Press Release Corporate Contact: Margarita Veniou Chief Corporate Development, Governance & Communications Officer and Board Secretary Telephone: + 30-210-9470-100 Email: mveniou@dianashippinginc.com Website: www.dianashippinginc.com X: @Dianaship Investor Relations Contact: Nicol
Slide 31: Disclaimer
Disclaimer Important Addins formation and where Find ‘ection of Diana deter nominees to the oad of decors of Gene Shopng &Tadng Ltd t Genco Shipping &Tating Lites 2026 Ann Meeting, the passage ofan proposal repeat Genco Spping& Trading Lmtd 2026 Amual Meeting, by ws of Cenc Siping & Trading Limited
Slide 32: Unlock Immediate Value for Genco
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 ne. (NYSE: DSX) ("Diana') is the largest shareholder of Genco Shipping & Trading Limited (NYSE: GNK) ("Genco
Slide 33: Materials
Materials ng Dianas Independent Director Nominees tothe Genco Board Press Releases May 19, 2026 Diana Shipping Inc. Releases Investor Presentation Highlighting Need for Change at Genco Shipping & Trading May 18, 2026 Diana Shipping Inc. Cautions of Significant Downside Risk in Genco's Share Price Ma
Slide 34: Disclaimer
CASH oetecchnge —‘TaNorinass Hetil Disclaimer Cautionary statement Regarding Forward-Looking Statements Matters decusced herein and other statements made by Diana Shipping nc. (Diana) or Star Bulk Carles Corp. "Star Bulk’ as applicable, may constute forward-looking statements. The Private Secures Li