Core Viewpoint - Genco Shipping & Trading Limited is committed to enhancing shareholder value and has responded to Diana Shipping Inc.'s proposal to nominate new directors, asserting that the proposal undervalues Genco and is not in the best interest of its shareholders [3][8][10]. Group 1: Company Response to Diana Shipping - Genco has acknowledged Diana's intent to nominate six director candidates for the 2026 Annual Meeting of Shareholders [3][7]. - The Board of Genco emphasizes its commitment to corporate governance and has a rigorous process for reviewing director candidates, resulting in a Board composed of six highly qualified individuals [4][5]. - Genco's Board has determined that Diana's proposal to acquire Genco at $20.60 per share significantly undervalues the company and poses considerable execution risks [8][10]. Group 2: Value Creation Strategy - Genco's leadership is executing a comprehensive value strategy that has led to strong operating and financial results, positioning the company to create significant shareholder value [6][11]. - The Board has authorized management to explore an acquisition of Diana by Genco, which is believed to create value for both companies' shareholders [9]. Group 3: Shareholder Communication - Genco shareholders are not required to take any action at this time regarding the proposed director nominations [12]. - The Board will formally recommend its position on Diana's nominees in the upcoming proxy statement, which will be filed with the SEC [11].

Core Viewpoint - Genco Shipping & Trading Limited's Board of Directors unanimously rejected Diana Shipping Inc.'s proposal to acquire Genco shares at $20.60 per share, citing significant undervaluation and execution risks associated with the proposal [1][2][4]. Summary by Sections Proposal Rejection - The Genco Board, with independent advisors, determined that Diana's proposal significantly undervalues the company and is not in the best interest of shareholders [2][11]. - The proposed purchase price is below Genco's net asset value and its 10-year high stock price of $26.93 [3][11]. Execution Risks - The Board highlighted considerable execution risks due to Diana's high leverage profile, lack of committed financing, and the substantial borrowing required to complete the transaction [4][12]. - Diana's proposal lacks the necessary structure and certainty to warrant further engagement [2][13]. Genco's Strategy - Genco's strategy focuses on maximizing shareholder value through sizeable quarterly dividends, low financial leverage, and opportunistic fleet renewal [5][13]. - The company has delivered $7.065 per share in dividends over the last six years, representing nearly 40% of the current share price [16]. Alternative Transaction Structure - Genco proposed an alternative structure where it would acquire Diana using cash and its superior equity currency, which could create value for both companies' shareholders [6][20]. - The combined company would benefit from increased scale, owning 83 drybulk vessels, and would be positioned to capitalize on a strengthening market [21]. Financial Position and Governance - Genco's strong balance sheet and low cash flow breakeven rate of approximately $10,000 per vessel per day, compared to Diana's $16,000, would enhance financial flexibility and dividend capacity [21][22]. - Genco is recognized for its strong corporate governance and transparency as a U.S.-headquartered company [22]. Market Position - The combined entity would have a net asset value exceeding $1 billion, with Genco's market capitalization approximately four times that of Diana [22]. - Genco's superior equity valuation and operational capabilities position it favorably in the drybulk industry [20][22].