Contract analysis

1. Purpose and Summary This memorandum has been prepared by Calderwood & Harkness LLP ("C&H") for the use of Kyprianos Makrides & Partners ("KM&P"), our local instructing counsel in the Republic of Cyprus, in connection with the opposition filed by Vassiliadis & Economou LLC ("V&E") (7 Stasinou Avenue, 3rd Floor, Nicosia 1060, Cyprus; Georgios Vassiliadis, Managing Partner; Eleni Economou, Partner) on behalf of Korin

2. Background 2.1 The Underlying Dispute and Arbitration The dispute between TSL and KMH arises from three time charter-party agreements for dry-bulk carriers entered into between the parties over the period from March 2019 to June 2021. Each charter-party was negotiated and executed on an arm's-length basis in the context of a broader commercial relationship between TSL, a substantial Greek shipowner and logistics p

3. KMH's Opposition Grounds — Overview KMH's opposition raises four grounds, all purportedly based on Article V of the New York Convention, as implemented in Cyprus law. It is important to note at the outset that Article V places the burden of proof squarely on the party opposing recognition and enforcement. KMH bears the burden of establishing each of the grounds it raises, and it must do so by clear and convincing

1. Article V(1)(b) — Alleged lack of proper notice of the arbitration proceedings or inability to present its case;

2. Article V(1)(c) — Alleged excess of arbitral jurisdiction (i.e., that the Award deals with matters beyond the scope of the submission to arbitration);

3. Article V(1)(d) — Alleged irregularity in the composition of the arbitral tribunal or the arbitral procedure;

4. Article V(2)(b) — Alleged contravention of Cyprus public policy. Each of these grounds is analyzed in detail in Section 4 below.

4. Analysis and Proposed Reply Points — Ground by Ground 4.1 Article V(1)(b): Alleged Lack of Proper Notice / Inability to Present Case 4.1.1 KMH's Argument KMH contends that it was not given "proper notice" of the appointment of arbitrators or of the arbitral proceedings, and/or was "otherwise unable to present its case," within the meaning of Article V(1)(b) of the New York Convention. The opposition papers filed b

Article V(1)(d) is a narrowly drawn provision. It requires the party opposing enforcement to demonstrate either (i) that the composition of the arbitral tribunal was not in accordance with the agreement of the parties, or (ii) that the arbitral procedure was not in accordance with the agreement of the parties or, failing such agreement, the law of the country where the arbitration took place (in this case, England).

5. General Observations on KMH's Opposition Strategy Before turning to the proposed reply affidavit and next steps, we offer the following general observations on KMH's opposition strategy, which we recommend KM&P consider incorporating into its reply submissions to assist the court in understanding the broader context in which the opposition has been brought. Overlap with English set-aside application. KMH's opposit

6. Proposed Reply Affidavit Points 6.1 Proposed Deponent We recommend that a supplemental reply affidavit be filed in support of TSL's position. The most appropriate deponent, in our view, would be Ioanna Christodoulou, General Counsel of TSL (14 Akti Miaouli, 4th Floor, Piraeus 185 35, Greece), who has first-hand knowledge of the arbitration proceedings, the enforcement campaign, and TSL's recovery position across j

1. Full participation by KMH. The deponent should confirm, based on her personal knowledge and review of the arbitration file, that KMH appeared in the LCIA arbitration through leading London solicitors Harkness Whitford & Co. (Catherine Whitford, Partner) and participated actively in all procedural stages. KMH nominated its own co-arbitrator (Dr. Henrik Dalmqvist), filed a comprehensive Statement of Defence, submitt

2. Notice. The deponent should exhibit LCIA records demonstrating that all communications in the arbitration — including the Request for Arbitration, procedural orders, the notice of constitution of the tribunal, and the Award itself — were served on KMH at its registered address and on its legal representatives (Harkness Whitford & Co.) in accordance with the LCIA Rules. The deponent should confirm that neither KMH

3. Jurisdiction and consolidation. The deponent should exhibit the LCIA Court's order authorizing consolidation of the claims arising under the three charter-parties into a single arbitration, together with any correspondence demonstrating that KMH was invited to comment on the proposed consolidation and did not object. The deponent should also exhibit or reference the tribunal's jurisdictional ruling confirming juri

4. Procedural fairness. The deponent should exhibit the agreed procedural timetable, the tribunal's case management orders (including those on document production and the adjournment application), and should confirm that the ten-day evidentiary hearing provided both parties with equal and adequate opportunity to present their cases, to call and examine witnesses, and to make oral and written submissions.

5. Compensatory nature of the Award. The deponent should attach or reference the relevant sections of the Award in which the tribunal sets out its analysis and calculation of each head of damages, confirming that all damages are compensatory in nature, calculated in accordance with English law principles, and that no element of punitive or exemplary damages was sought by TSL or awarded by the tribunal.

6. Over-recovery safeguards. The deponent should confirm that TSL is committed to giving credit for all recoveries obtained across jurisdictions and that this obligation is enforceable under the terms of the English WFO. The deponent should reference the multi-jurisdictional recovery tracker maintained by C&H and should provide up-to-date recovery figures, noting the £18,720,000 recovered in England as at 3 September

7. KMH's obstructive conduct and asset dissipation. The deponent should reference the evidence of post-award asset dissipation identified in the preliminary asset tracing report prepared by Hartwell Pemberton LLP (dated 15 August 2024, prepared by Rebecca Saunders, Partner, and Mark Huxley, Director). Without disclosing the full details of the asset tracing work (which may be subject to ongoing investigations), the a

7. Recommended Next Steps In light of the foregoing analysis, we recommend the following next steps to be taken in a coordinated manner by KM&P and C&H:

1. Reply submission. KM&P should prepare and file the reply submission to KMH's opposition, incorporating the analysis and arguments set out in Sections 4.1 through 4.4 above, adapted as necessary for Cyprus procedural requirements and the court's expectations. C&H will provide KM&P with a detailed draft of the substantive arguments in a form suitable for adaptation.

2. Reply affidavit. C&H will prepare a draft reply affidavit from Ioanna Christodoulou (or, alternatively, Elena Stavridis) covering the key points set out in Section 6.2 above. The draft will be circulated to KM&P for review, comment, and any amendments necessary to ensure compliance with Cyprus procedural requirements, before being finalized and sworn.

3. Cyprus law authorities. KM&P should gather and compile the relevant Cyprus law authorities on (a) the narrow interpretation of each Article V ground under the New York Convention as applied by Cyprus courts, (b) the pro-enforcement bias of the New York Convention, and (c) the burden of proof resting on the party opposing enforcement. C&H will supplement these with relevant international authorities and decisions f

4. Additional exhibits. C&H will provide KM&P with certified copies of any additional exhibits required to support the reply submission and reply affidavit, including: LCIA procedural orders; the LCIA Court's consolidation order; the tribunal's jurisdictional ruling; the English WFO and associated orders; and the Hartwell Pemberton LLP preliminary asset tracing report (to the extent considered appropriate for disclos

5. Filing deadline. The reply should be filed within the time prescribed by the Nicosia District Court's procedural directions. KM&P is requested to confirm the applicable deadline at the earliest opportunity so that C&H can ensure all materials are provided in sufficient time.

6. Hearing date. KM&P is requested to keep C&H informed of any hearing date set by the court for oral argument on the opposition, and to consult with C&H in advance of any hearing regarding the preparation of oral submissions. If KM&P considers it desirable, C&H is prepared to arrange for attendance at the hearing by a representative of TSL and/or to participate remotely in any preparatory discussions.

8. Conclusion Every ground raised by KMH under Article V of the New York Convention is without merit. The opposition is a transparent attempt to delay and frustrate TSL's enforcement of a valid and binding arbitral award and should be dismissed by the Nicosia District Court. The Award was rendered by a properly constituted LCIA tribunal (LCIA Arbitration No. 224718, Presiding Arbitrator Sir Malcolm Fenton-Clarke, Co-

9. Distribution and Confidentiality Notice This memorandum is protected by legal professional privilege and constitutes attorney work product prepared in anticipation of litigation and for the purpose of providing legal advice. Its contents are strictly confidential and must not be disclosed to any third party without the prior written consent of both Calderwood & Harkness LLP and Thalassa Shipping & Logistics SA. Di