Contract analysis

1. Executive Summary The purpose of this memorandum is to analyse the remaining enforcement options available to Thalassa Shipping & Logistics SA ("TSL") in respect of M/V Volga Spirit (IMO 9756892) as a means of recovering a portion — or potentially the entirety — of the outstanding balance owed under LCIA Award No. 224718 dated 28 June 2024 (the "Award"). This memorandum is intended for review by the responsible pa

2. Background — Recovery to Date 2.1 Summary of Enforcement Campaign Enforcement proceedings were commenced simultaneously across four jurisdictions — England and Wales, Cyprus, Singapore, and the United Arab Emirates — following the issuance of the Final Award on 28 June 2024. The Award was rendered by the LCIA tribunal constituted as follows: • Presiding Arbitrator: Sir Malcolm Fenton-Clarke • Co-Arbitrator: Profes

3. Vessel Particulars — M/V *Volga Spirit* 3.1 Technical Specifications The principal particulars of the vessel are as follows: M/V Volga Spirit is the third of the three vessels that were at the centre of the charter-party dispute underlying the Award. The tribunal made specific findings in relation to this vessel, including that KMH had fabricated off-hire deductions of approximately £2,740,000, which were found to

4. Beneficial Ownership Analysis — Linking Dnepr Shipholding Inc. to KMH 4.1 Corporate Chain The beneficial ownership analysis set out below is based on the asset tracing work conducted by Hartwell Pemberton LLP (Rebecca Saunders, Partner; Mark Huxley, Director) and the firm's own independent analysis of corporate registry filings, the tribunal record, and information disclosed by KMH pursuant to the worldwide freezi

5. Current Vessel Location and intelligence 5.1 Last Reported Position M/V Volga Spirit was last reported at Fujairah anchorage, United Arab Emirates. Fujairah is a major bunkering and anchorage hub located in the Gulf of Oman, on the eastern coast of the UAE, outside the Strait of Hormuz. It is one of the world's largest bunkering ports and serves as a staging point for vessels trading in the Arabian Gulf, the India

6. Arrest Prospects by Jurisdiction 6.1 United Arab Emirates 6.1.1 Existing UAE Enforcement Infrastructure TSL is well positioned to pursue arrest of M/V Volga Spirit in the UAE, given the existing enforcement infrastructure established during the successful recovery of AED 53,400,000 from Korinthian DMCC's accounts. TSL already holds an enforcement order in the Dubai Court of First Instance (Case No. 1893/2024, gran

7. Estimated Vessel Value 7.1 Northcape Maritime Advisory Ltd. Assessment Northcape Maritime Advisory Ltd. (Captain Ian Forsyth, Managing Director) has served as TSL's maritime advisory consultant throughout the enforcement campaign and previously provided vessel valuations for enforcement and arrest purposes in the Singapore proceedings involving M/V Crimson Horizon. Northcape's valuation of M/V Crimson Horizon prov

8. Procedural Considerations and Risks 8.1 Veil-Piercing / Beneficial Ownership Challenge As noted above, KMH is likely to raise the defence that M/V Volga Spirit is owned by Dnepr Shipholding Inc. — a separate legal entity incorporated in the BVI — and that the vessel therefore cannot be seized to satisfy a judgment rendered against KMH. This is the standard defence employed by judgment debtors who hold assets throu

9. Recommended Course of Action 9.1 Immediate Steps The following steps are recommended for immediate action:

1. Instruct Northcape Maritime Advisory Ltd. to provide a formal desktop valuation of M/V Volga Spirit on both a fair market value and forced sale value basis. The valuation should include consideration of the vessel's age, classification status, recent survey history, and prevailing market conditions for Panamax bulk carriers in the 70,000–80,000 DWT range. Request expedited delivery within 5–7 business days. Contac

2. Place the vessel on active AIS monitoring with immediate alerts (SMS and email) for departure from Fujairah anchorage, any change in the vessel's flag state, and any significant change in the vessel's AIS-reported status. Coordinate monitoring with Northcape and the firm's internal enforcement tracking systems. Ensure that alerts are routed to the responsible partner, lead associate, and working associate simultan

3. Instruct Al-Rashid Hatem & Associates to prepare arrest papers on a pre-positioned basis for filing in the Fujairah Court of First Instance upon short notice. Request ARH to provide a detailed analysis of: (a) the most efficient procedural route for arrest in Fujairah (including whether the existing Dubai enforcement order can be executed directly in Fujairah or whether a fresh application is required); (b) the be

4. Contact the Cyprus Registrar of Ships (through Kyprianos Makrides & Partners) to flag the vessel's Cyprus registration and request notification of any application to de-register, re-flag, or transfer the vessel's registration. Explore the possibility of obtaining an order from the Nicosia District Court restraining any de-registration or re-flagging pending enforcement. Contact: Andreas Kyprianos, Senior Partner;

5. Clarify the status of the Oceangate Ventures Ltd. shares following the Cyprus forced sale proceedings. Determine: (a) the identity of the purchaser of the Oceangate shares; (b) whether the purchaser acquired indirect ownership of Dnepr Shipholding Inc. and, through it, M/V Volga Spirit; and (c) whether TSL or a TSL-friendly party now controls Oceangate. Coordinate this inquiry through Kyprianos Makrides & Partners

6. If the Oceangate share analysis confirms TSL's indirect control over Dnepr, explore directing Dnepr (as registered owner) to sell M/V Volga Spirit on the open market through a reputable shipbroker. An open-market sale would likely achieve a higher price than a judicial sale (estimated USD $28,000,000 – $32,000,000 at fair market value versus USD $22,000,000 – $26,000,000 at forced sale value) and would avoid the c

7. If the vessel departs Fujairah for Singapore, instruct Straits Meridian LLP to prepare arrest papers for Singapore on an expedited basis. The associated ship doctrine in Singapore provides a strong legal basis for arrest, and Straits Meridian LLP have demonstrated their capability through the successful arrest and sale of M/V Crimson Horizon. Contact: David Teo Wei Lin, Partner; Priya Subramaniam, Senior Associate

8. If the vessel calls at an Indian port, conduct a rapid cost-benefit analysis of Indian enforcement and arrest, including the timeline and cost of recognising the Award in an Indian court, the applicable Indian admiralty law and procedure, and the availability and cost of suitable Indian local counsel. Identify Indian local counsel through the firm's professional network as a precautionary measure. 9.3 Fee and Budg

9. Raise the vessel arrest strategy with the client (Nikolaos Papadimitriou, Chairman & CEO; Ioanna Christodoulou, General Counsel) at the next scheduled status update. The discussion should cover: (a) the enforcement rationale for arrest of M/V Volga Spirit; (b) the estimated vessel value and likely net recovery; (c) the cost estimates for the arrest proceedings; (d) the proximity to the C&H fee cap and the potentia

10. If the client approves the arrest strategy, prepare a supplemental fee estimate for the arrest phase, distinguishing between C&H professional fees (subject to the fee cap) and local counsel fees and di