Contract analysis

I. EXECUTIVE SUMMARY Calderwood & Harkness LLP ("C&H") has completed a preliminary scoping review of available materials related to payments made by Thalassa West Africa SARL ("TWA"), a wholly owned subsidiary of Thalassa Shipping & Logistics SA ("TSL" or the "Company"), to Goldenshore Maritime Consultants Ltd. ("Goldenshore") under the Port Agency and Facilitation Services Agreement dated March 1, 2018 (the "Agency

II. BACKGROUND A. The Whistleblower Complaint On or about May 15, 2022, an individual identified only as "WB-1" filed a tip with the SEC's Office of the Whistleblower. The tip was assigned SEC Tip, Complaint, or Referral Number 2022-WB-08341 (the "TCR"). The specific content of the SEC tip is not known to C&H, as TCR filings are confidential and are not disclosed to the subject company. On June 3, 2022, counsel for W

III. KEY RED FLAGS Our preliminary scoping review has identified seven (7) red flags that, individually and collectively, raise serious concerns regarding the legitimacy of the expediting fees paid to Goldenshore. Each red flag is discussed in detail below.

1. Undisclosed Government Affiliation of Beneficial Owner Perhaps the most significant finding of our preliminary review concerns the beneficial ownership of Goldenshore Maritime Consultants Ltd. Based on our review of corporate registry filings obtained from the Ghana Registrar-General's Department and publicly available Ivorian government personnel records, C&H has identified that Moussa Diallo, an Ivorian national

2. Lack of Supporting Documentation The twenty-three (23) expediting-fee invoices reviewed to date — drawn from the partial document production of approximately 340 pages — are remarkably devoid of substantive detail. Each invoice contains only a single-line description of the purported services, typically in a format such as "port expedition — Abidjan — vessel MV Aegean Horizon" or "government liaison services — Lag

3. Escalating Fee Pattern The expediting fees paid to Goldenshore have increased substantially over the relevant period, in a manner that is disproportionate to any corresponding increase in TWA's operational activity. In nominal terms, expediting fees increased by 87.4% from 2018 (€127,000 for a ten-month period) to 2021 (€238,000 for a full year), calculated as (€238,000 − €127,000) ÷ €127,000 = 87.4%. On an annual

4. Temporal Correlation with Favorable Outcomes C&H cross-referenced the twenty-three (23) sample expediting-fee invoices against TWA's operational logs — specifically, the vessel-call records, berthing assignment schedules, and customs-clearance timestamps maintained by TWA's operations staff in Abidjan. The results are striking: in seventeen of the twenty-three instances reviewed (73.9%), a favorable berthing assig

5. Payment Routing Through U.S. Correspondent Bank Our review of TWA bank statements and wire transfer confirmation records has identified that at least fourteen (14) wire transfers from TWA's operating account at Banque Equatoriale de Commerce SA (Abidjan, Côte d'Ivoire) to Goldenshore's account at Ashanti Continental Bank (Tema, Ghana) were routed through the New York branch of Meridian Atlantic Bank NA, which serv

6. Absence of Pre-Engagement Due Diligence Our review has revealed that neither TSL nor TWA conducted any anti-corruption due diligence on Goldenshore Maritime Consultants Ltd. or its principals — including Kofi Mensah Asante and Moussa Diallo — prior to or after the execution of the Agency Agreement. Specifically, no evidence exists of any of the following: • Know-Your-Customer ("KYC") screening or verification; • B

7. Inadequate Compliance Infrastructure TSL's anti-corruption compliance program is documented in a fourteen-page document titled "Global Anti-Bribery Policy," dated November 2016 (the "Policy"). Our review of the Policy has identified the following material deficiencies: • The Policy does not address third-party agent due diligence in any respect. It contains no procedures, standards, or requirements for evaluating

IV. FCPA ANALYSIS — PRELIMINARY A. Jurisdictional Basis The FCPA's anti-bribery provisions reach three categories of persons and entities. First, Section 78dd-1 applies to "issuers" — that is, companies that have a class of securities registered under Section 12 of the Securities Exchange Act of 1934 or that are required to file periodic reports under Section 15(d) of that Act. Second, Section 78dd-2 applies to "dome

V. RECOMMENDED NEXT STEPS Based on the findings and analysis set forth above, C&H recommends that the Company authorize the following eight actions. These recommendations are presented in approximate order of priority, though several workstreams should proceed in parallel.

1. Complete Document Collection The factual record developed to date is based on an incomplete set of documents. C&H has reviewed only twenty-three (23) expediting-fee invoices from a partial production of approximately 340 pages, which was received on September 2, 2022. We estimate that the total population of expediting-fee invoices generated during the relevant period (March 2018 through May 2022) is between 150 a

2. Activate Northpoint Forensic Advisors C&H recommends that the Company authorize the activation of Northpoint Forensic Advisors LLC ("Northpoint"), a forensic accounting and financial advisory firm located at 1700 K Street NW, Suite 600, Washington, DC 20006. Northpoint was retained by C&H at the direction of the Company upon opening this engagement; however, Northpoint has not yet been activated and remains on sta

3. Conduct Key Witness Interviews C&H recommends that the Company authorize the preparation and conduct of interviews with key witnesses. All interviews will be conducted by C&H attorneys, and each interviewee will receive an Upjohn warning — that is, a corporate-counsel warning explaining that C&H represents the Company (and not the individual), that the interview is being conducted at the direction of the Company,

4. Engage Ivorian Local Counsel The conduct of the investigation in Côte d'Ivoire will require the engagement of local counsel with expertise in data-privacy law, labor law, and anti-corruption law. C&H recommends that the Company authorize the retention of qualified Ivorian local counsel to advise on the following matters: • Data-Privacy Compliance. The collection and cross-border transfer of documents and data from

5. Evaluate Goldenshore Agency Agreement C&H recommends that the Company undertake a careful evaluation of its options with respect to the Goldenshore Agency Agreement, including suspension, amendment, or termination. The evaluation must balance several competing considerations: • Risk of Continued Payments. Continued payment of expediting fees to Goldenshore, in light of the red flags identified herein, creates ongo

6. Review Meridian Atlantic Credit Facility The Company's $120 million revolving credit facility with Meridian Atlantic Bank NA presents a distinct and potentially significant source of risk. C&H recommends a thorough review of the Credit Agreement dated January 15, 2020, with particular attention to the following provisions: • Section 5.18 (Anti-Corruption Representations and Covenants). This provision contains repr

7. Assess Voluntary Self-Disclosure Once the factual record has been more fully developed through the investigative steps described above, C&H recommends that the Company carefully evaluate the costs and benefits of making a voluntary self-disclosure ("VSD") to the following enforcement authorities: • DOJ FCPA Unit. The Criminal Division's Fraud Section maintains dedicated FCPA enforcement personnel. The DOJ's Corpor