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CONFIDENTIAL — SUBJECT TO WITHOUT PREJUDICE PRIVILEGE

VOURNAS & THEODORAKIS ΔΙΚΗΓΟΡΙΚΟ ΓΡΑΦΕΙΟ (Dikigiriko Grafeio)

22 Academias Street 106 71 Athens, Greece

Telephone: +30 210 362 8400 Facsimile: +30 210 362 8410

Email: avournas@vt-law.gr

February 15, 2023

Mr. Panagiotis Drakos Senior Partner Meridian & Drakos Dikigiriko Grafeio 15 Stadiou Street 105 62 Athens, Greece

Re: Proposed Standstill Arrangement — Additional Duty Assessment Notices AADE/ADAN/2022/0073 and AADE/ADAN/2022/0074 — Thalassa Shipping & Logistics Société Anonyme (EORI: GR094827361000; AFM: 094827361)

AADE Post-Clearance Audit File: AADE/DTE/2022/PIR-04518

Dear Mr. Drakos:

I. Identification of Parties and Representation

We write on behalf of our client, Thalassa Shipping & Logistics Société Anonyme ("TSL"), a company duly organized and existing under the laws of the Hellenic Republic, with its registered office at 47 Akti Miaouli, 185 35 Piraeus, Greece (EORI: GR094827361000; AFM: 094827361), in connection with the above-referenced dispute concerning two Additional Duty Assessment Notices issued by the Piraeus Regional Customs Office of the Independent Authority for Public Revenue ("AADE") of the Hellenic Republic.

Vournas & Theodorakis Dikigiriko Grafeio ("V&T") acts as Greek legal counsel to TSL in this matter, under the coordination of Calderwood & Harkness LLP ("C&H"), TSL's international counsel based in Brussels (Matter Reference No. C&H-2022-ITS-04781). We understand that your firm, Meridian & Drakos Dikigiriko Grafeio, acts as external legal advisor to AADE in connection with this matter. We address this letter to you in that capacity, with the expectation that you will transmit the contents hereof to the relevant officials of AADE for their consideration and response.

The purpose of this letter is to propose a standstill arrangement between TSL and AADE in respect of the enforcement and collection of the amounts assessed under the two Assessment Notices identified above, pending the resolution of a classification question that has been referred to the European Commission's Directorate-General for Taxation and Customs Union ("DG TAXUD"). We believe that such an arrangement will serve the interests of both parties and of sound administration by avoiding unnecessary enforcement proceedings and litigation costs while the core classification issue is resolved through the appropriate EU-level mechanism. The terms of our proposal are set forth in detail below.

II. Background of the Assessment Notices

On August 12, 2022, the Piraeus Regional Customs Office of AADE, located at 2 Karaoli & Dimitriou Street, 185 31 Piraeus, Greece, issued two Additional Duty Assessment Notices to TSL in connection with the post-clearance audit conducted under file reference AADE/DTE/2022/PIR-04518. The audit concerned the importation by TSL, during the period between January 2020 and September 2021, of twenty (20) units of marine cargo-handling equipment manufactured by Hailong Heavy Industries Co., Ltd. of Ningbo, People's Republic of China. The equipment comprised twelve (12) ship-to-shore ("STS") gantry cranes and eight (8) automated stacking crane ("ASC") systems, all destined for deployment at TSL's container terminal facilities in the Port of Piraeus. The two Assessment Notices and the additional amounts assessed thereunder are summarized as follows:

A. ADAN/2022/0073 (Classification)

Assessment Notice AADE/ADAN/2022/0073 concerns the tariff classification of the imported equipment. AADE's Piraeus Regional Customs Office determined that the twelve (12) STS gantry cranes and eight (8) ASC systems had been incorrectly classified by TSL upon importation under Combined Nomenclature ("CN") code 8426 41 00, which covers "self-propelled machinery, on tyres" within heading 8426 ("Ships' derricks; cranes, including cable cranes; mobile lifting frames, straddle carriers and works trucks fitted with a crane"), attracting a Most Favoured Nation ("MFN") customs duty rate of zero percent (0%).

AADE reclassified the equipment under CN code 8428 90 90, which falls within heading 8428 ("Other lifting, handling, loading or unloading machinery (for example, lifts, escalators, conveyors, teleferics)"), attracting an MFN customs duty rate of 2.2%. The reclassification was applied to the entire consignment of twenty (20) units on the basis that the equipment in question constituted integrated automated material-handling systems rather than cranes within the meaning of heading 8426.

The reclassification resulted in the assessment of additional customs duties in the amount of €1,478,400, calculated on a reclassified equipment value base of €67,200,000, broken down as follows:

• Twelve (12) STS gantry cranes: declared customs value of €38,400,000 (€3,200,000 per unit);

• Eight (8) ASC systems: declared customs value of €28,800,000 (€3,600,000 per unit);

• Total reclassified equipment value: €67,200,000;

• Additional duties at 2.2% MFN rate: €67,200,000 × 2.2% = €1,478,400.

B. ADAN/2022/0074 (Valuation)

Assessment Notice AADE/ADAN/2022/0074 concerns adjustments to the customs value of the imported equipment. AADE determined that certain payments made by TSL to Hailong Heavy Industries Co., Ltd. and to related service providers constituted dutiable components of the transaction value under Articles 70–74 of Regulation (EU) No. 952/2013 (the "Union Customs Code" or "UCC") and the corresponding provisions of Commission Implementing Regulation (EU) 2015/2447, which should have been included in the declared customs value at the time of importation.

The total adjustment to customs value amounted to €9,940,000, comprising the following three components:

• Technology license fees paid to Hailong Heavy Industries Co., Ltd. for proprietary automation software and control systems embedded in the ASC systems: €4,900,000;

• Procurement coordination fees paid to Thalassa Procurement Services Ltd. (a TSL affiliate based in Singapore) for logistics coordination and vendor management services in connection with the importation: €2,940,000;

• Commissioning services fees paid to Hailong Technical Services (Shanghai) Co., Ltd. for on-site installation, testing, and commissioning of the equipment at the Piraeus terminal: €2,100,000.

The customs value adjustments resulted in the assessment of additional customs duties in the amount of €218,680, calculated at the 2.2% MFN duty rate applied by AADE to the reclassified equipment (i.e., €9,940,000 × 2.2% = €218,680). TSL notes, and reserves the right to argue, that if the reclassification under ADAN/2022/0073 is overturned and the equipment is confirmed to fall under heading 8426 at a 0% duty rate, the valuation adjustments under ADAN/2022/0074 would give rise to no additional duty liability, as the applicable duty rate would be zero.

C. Combined Assessed Amounts

The combined additional amounts assessed by AADE under both Assessment Notices, including all ancillary charges and estimates, are summarized in the following table:

TSL contests in their entirety the additional duties, VAT adjustments, penalties, and interest assessed under both Assessment Notices, as set forth in TSL's administrative objections described below.

III. Administrative Objections Filed

On November 30, 2022, TSL, through V&T, filed formal administrative objections to both Assessment Notices before AADE's Directorate of Resolution of Disputes ("DED"), pursuant to Article 44 of Regulation (EU) No. 952/2013 (Union Customs Code) and Article 63 of Law 4174/2013 (Greek Tax Procedure Code). The administrative objections, which were filed within the applicable statutory deadline, challenge both the classification position adopted by AADE in ADAN/2022/0073 and the valuation adjustments set forth in ADAN/2022/0074.

With respect to the classification dispute, TSL maintains that the STS gantry cranes and ASC systems are properly classified under heading 8426 of the Combined Nomenclature, and more specifically under CN code 8426 19 00 (or, in the alternative, under CN code 8426 41 00 as originally declared), on the basis that the equipment constitutes "cranes" within the meaning of that heading, performing the principal function of lifting, lowering, and moving containers by means of a hoisting mechanism, and that the automated features of the ASC systems do not transform them into "other lifting, handling, loading or unloading machinery" of heading 8428.

With respect to the valuation dispute, TSL contends that the technology license fees, procurement coordination fees, and commissioning services fees identified by AADE either (a) do not constitute conditions of the sale of the imported goods within the meaning of Article 71 of the UCC, (b) have been incorrectly characterized as dutiable royalties or assists, or (c) relate to post-importation activities that fall outside the scope of the transaction value under Article 70 of the UCC.

The DED proceedings remain pending as of the date of this letter. No decision has been issued, and no hearing date has been set.

IV. BTI Application and DG TAXUD Referral

On November 15, 2022, TSL filed a Binding Tariff Information ("BTI") application with AADE under Article 33 of the Union Customs Code, requesting a formal ruling that the twelve (12) STS gantry cranes and the eight (8) ASC systems imported by TSL are properly classified under CN code 8426 19 00, within heading 8426 of the Combined Nomenclature. The BTI application was assigned reference number BTI-GR-2022-003847 by AADE.

On February 7, 2023, AADE referred the BTI application to the European Commission's Directorate-General for Taxation and Customs Union (DG TAXUD) for consultation under Article 34(10) of the UCC. As we understand it, the referral was prompted by the existence of divergent Binding Tariff Information rulings issued by the customs authorities of other European Union member states with respect to substantially similar or comparable equipment, specifically:

• Netherlands — BTI Reference NL-BTI-2021-01234: The Dutch customs authority (Douane) classified substantially similar STS gantry cranes and ASC-type automated stacking systems under heading 8426 of the Combined Nomenclature (CN code 8426 19 00), on the basis that the equipment performed the essential function of cranes — namely, lifting, lowering, and moving loads by means of a hoisting mechanism — and that the automation and integration features did not alter the principal function of the equipment.

• Germany — BTI Reference DE-BTI-2020-05678: The German customs authority (Zollamt) classified comparable ASC-type automated stacking crane systems under heading 8428 of the Combined Nomenclature (CN code 8428 90 90), on the basis that the systems constituted integrated automated material-handling systems whose primary purpose was the automated handling, sorting, and stacking of containers within a terminal environment, and that this function was more specifically described by heading 8428 than by heading 8426.

The divergence between the Dutch and German BTI rulings reflects a genuine and unresolved question of tariff classification at the EU level, which directly implicates the legal basis of ADAN/2022/0073. TSL submits that the proper forum for the resolution of this classification question is DG TAXUD and the Customs Code Committee, rather than unilateral enforcement action by a single national customs authority.

It is also of critical importance to note that the resolution of the classification question will substantially impact the scope and quantum of both Assessment Notices. As explained above, the duty calculations under ADAN/2022/0074 (Valuation) are contingent upon the 2.2% MFN duty rate that is applicable only under heading 8428. If the reclassification under ADAN/2022/0073 is overturned and the equipment is confirmed to fall under heading 8426 at a 0% MFN duty rate, the additional duties assessed under ADAN/2022/0074 would be reduced to zero, and the consequential VAT, penalty, and interest calculations would be substantially altered. In that scenario, the entirety of the AADE claim — not merely the classification component — would be materially affected.

V. Rationale for Standstill

In light of the foregoing, and in particular the pending DG TAXUD consultation on the classification of STS gantry cranes and ASC systems, which, based on our experience with similar referrals, may take between twelve (12) and twenty-four (24) months to be resolved, TSL respectfully proposes that the parties enter into a standstill arrangement on the terms set forth below. TSL submits that such an arrangement is in the interest of both parties, as well as in the interest of administrative efficiency and the sound administration of customs law, for the following reasons:

(a) The core classification question that underlies the principal Assessment Notice (ADAN/2022/0073) is actively under consideration by DG TAXUD, which is the competent EU institution for the harmonized interpretation of the Combined Nomenclature. It would be inefficient and potentially inconsistent with the principles of EU customs law for AADE to pursue enforcement of the Assessment Notices while the very classification upon which they are based is subject to DG TAXUD review.

(b) The enforcement of the Assessment Notices during the pendency of the DG TAXUD consultation would cause substantial and potentially irreversible financial harm to TSL, a major employer and infrastructure operator in the Port of Piraeus, while the ultimate outcome of the classification dispute remains genuinely uncertain.

(c) A standstill arrangement would avoid the costs and administrative burden associated with contested enforcement proceedings and potential litigation before the Administrative Court of First Instance of Piraeus, which would be unnecessary if the DG TAXUD consultation results in a classification favorable to TSL's position.

(d) TSL is prepared to provide meaningful security for the disputed amounts in the form of a bank guarantee, as described below, thereby protecting AADE's interests during the standstill period.

VI. Proposed Standstill Terms

TSL proposes that the standstill arrangement be governed by the following terms:

Term 1: Enforcement Standstill

AADE shall not enforce, seek to collect, or take any coercive or compulsory collection measures with respect to the amounts assessed under Assessment Notices AADE/ADAN/2022/0073 and AADE/ADAN/2022/0074 during the standstill period. For the avoidance of doubt, this includes, without limitation, refraining from the issuance of seizure orders (κατασχέσεις), attachment of bank accounts or other assets of TSL, offset or set-off of tax refunds, VAT credits, or any other amounts owed to TSL by the Hellenic Republic or any instrumentality thereof, registration of liens or encumbrances on TSL's property, and any other administrative enforcement action, whether provided for under the UCC, the Greek Tax Procedure Code, the Greek Code of Public Revenue Collection (Κώδικας Εισπράξεων Δημοσίων Εσόδων, "KEDE"), or any other applicable law, relating to the disputed amounts under the Assessment Notices.

It is understood that the enforcement standstill applies solely to the amounts assessed under ADAN/2022/0073 and ADAN/2022/0074, and does not affect AADE's ability to enforce any other obligations of TSL unrelated to this dispute.

Term 2: Standstill Period — Commencement and Duration

The standstill shall commence on the date this letter is duly countersigned by both parties (the "Effective Date"). The standstill shall remain in effect until the earliest of the following dates (the "Standstill Period"):

(a) The date on which DG TAXUD issues its consultation opinion, advisory, classification guidance, or other formal or informal communication to AADE in connection with BTI application BTI-GR-2022-003847 or the classification of STS gantry cranes and ASC systems generally under the Combined Nomenclature;

(b) The date on which AADE issues a Binding Tariff Information ruling in response to TSL's BTI application BTI-GR-2022-003847, whether following receipt of the DG TAXUD consultation opinion or otherwise;

(c) The date on which a classification regulation or implementing regulation is adopted by the European Commission under Article 57(4) of the UCC or any other applicable legal basis, specifically addressing or directly affecting the tariff classification of STS gantry cranes, ASC systems, or comparable marine cargo-handling equipment under the Combined Nomenclature; or

(d) The date of termination by either party upon sixty (60) days' prior written notice to the other party, delivered in accordance with Term 9 below to the addresses set forth in this letter. The terminating party shall not be required to state a reason for termination, provided that the sixty (60) day notice period is strictly observed.

Upon the occurrence of any of the events described in subparagraphs (a) through (c) above, the standstill shall terminate automatically thirty (30) days following such occurrence, in order to afford both parties a reasonable period to assess the implications of the relevant development and to determine their respective positions going forward. During such thirty (30) day wind-down period, the enforcement standstill under Term 1 shall remain in full force and effect.

Term 3: Security — Bank Guarantee

As security for the disputed amounts during the Standstill Period, and as a condition of the standstill arrangement, TSL undertakes to procure and deliver to AADE an irrevocable and unconditional bank guarantee (the "Bank Guarantee") in the amount of €5,000,000 (five million euros). The terms of the Bank Guarantee shall be as follows:

(a) Issuing Bank. The Bank Guarantee shall be issued by Compass Maritime Bank SA, a credit institution licensed and supervised by the Bank of Greece, with its principal office at 5 Kolokotroni Street, 105 62 Athens, Greece.

(b) Amount. The Bank Guarantee shall be in the amount of €5,000,000 (five million euros). The parties acknowledge that this amount represents approximately 57% of the total mid-case assessed amount of approximately €8,818,620 under both Assessment Notices, and that TSL considers this amount to be a reasonable and proportionate level of security in light of the merits of TSL's position on the classification and valuation questions.

(c) Character. The Bank Guarantee shall be irrevocable and unconditional, payable on first written demand by AADE, and shall be substantially in the form customarily issued by Compass Maritime Bank SA for customs security purposes, subject to such modifications as may be reasonably requested by AADE and agreed by TSL and the issuing bank.

(d) Duration. The Bank Guarantee shall remain in effect for the duration of the Standstill Period and for a period of thirty (30) days following the termination of the standstill (howsoever arising), after which it shall expire automatically unless drawn upon by AADE prior to such expiration.

(e) Delivery. TSL undertakes to deliver the executed Bank Guarantee to the Piraeus Regional Customs Office of AADE, at 2 Karaoli & Dimitriou Street, 185 31 Piraeus, Greece, within ten (10) business days of the Effective Date.

(f) Reference. The Bank Guarantee will bear reference number CMB-BG-2023-0291 (to be assigned by Compass Maritime Bank SA upon issuance; anticipated date of issuance: March 10, 2023).

(g) Drawing Rights. AADE's right to draw upon the Bank Guarantee shall be subject to applicable law and the express terms of the Bank Guarantee instrument. For the avoidance of doubt, AADE shall not draw upon the Bank Guarantee during the Standstill Period except following a termination of the standstill in accordance with Term 2 and the expiration of any applicable wind-down period.

Term 4: Preservation of Rights — TSL

TSL expressly preserves and reserves all of its rights, claims, defenses, arguments, and remedies in connection with the dispute, whether arising under EU law, Greek national law, or otherwise, including without limitation:

(a) All grounds of objection, arguments, factual contentions, and legal positions set forth in the administrative objections filed by TSL with the DED on November 30, 2022, in respect of both ADAN/2022/0073 and ADAN/2022/0074;

(b) All rights to appeal any decision of the DED to the Administrative Court of First Instance of Piraeus (Διοικητικό Πρωτοδικείο Πειραιά), and thereafter to the Administrative Court of Appeal and the Council of State (Συμβούλιο της Επικρατείας), in accordance with applicable Greek procedural law;

(c) All rights to contest the tariff classification, customs valuation, duty calculations, administrative penalties, interest assessments, and import VAT adjustments under both Assessment Notices, on any ground of fact or law;

(d) All rights under, and arising from, BTI application BTI-GR-2022-003847, including the right to rely on any BTI ruling favorable to TSL's classification position, and the right to challenge any adverse BTI ruling before the competent administrative or judicial authorities;

(e) All rights to seek the annulment, reduction, modification, or revocation of the Assessment Notices, in whole or in part, through any available administrative or judicial procedure; and

(f) All rights to claim reimbursement, damages, or other remedies in the event that any amounts collected by AADE are subsequently determined to have been unlawfully assessed.

Nothing in this standstill arrangement, including TSL's agreement to provide the Bank Guarantee, shall constitute, be interpreted as, or be deemed to be an admission of liability, an acceptance of any factual or legal position asserted by AADE, or a concession by TSL with respect to the classification, valuation, duty, penalty, interest, or VAT issues raised in the Assessment Notices.

Term 5: Preservation of Rights — AADE

AADE expressly preserves and reserves all of its rights, claims, powers, and enforcement authorities in connection with the Assessment Notices, whether arising under EU law, Greek national law, or otherwise, including without limitation:

(a) The right to enforce, collect, and recover the full assessed amounts under both Assessment Notices (including all additional customs duties, import VAT adjustments, administrative penalties, and accrued interest) upon the termination of the Standstill Period, in accordance with applicable law and the terms of this arrangement;

(b) The right to amend, supplement, revise, or reissue the Assessment Notices, in whole or in part, in light of new information, additional audit findings, a DG TAXUD classification opinion or ruling, or any other development that AADE considers relevant to the assessment, subject to applicable procedural requirements and TSL's right to challenge any such amendment or revision; and

(c) The right to draw upon the Bank Guarantee in the event of the termination of the standstill, subject to applicable law, the terms of the Bank Guarantee instrument, and the provisions of Term 3 above.

Nothing in this standstill arrangement shall constitute, be interpreted as, or be deemed to be a waiver, abandonment, or limitation of any right, power, or position of AADE with respect to the Assessment Notices or the underlying classification and valuation determinations.

Term 6: Interest Accrual

TSL acknowledges that statutory interest on the disputed amounts assessed under both Assessment Notices continues to accrue during the Standstill Period at the applicable statutory rate. As of the date of this letter, the applicable rate is 0.73% per month, as determined pursuant to Article 114 of the Union Customs Code (Regulation (EU) No. 952/2013), the relevant provisions of Commission Delegated Regulation (EU) 2015/2446, and the Greek national implementing provisions.

TSL expressly reserves the right to contest the interest calculation, the applicable interest rate, the accrual methodology, the commencement date for interest accrual, and any other aspect of the interest determination upon the resolution of the underlying dispute, whether through the DED proceedings, judicial proceedings, or otherwise. In particular, TSL reserves the right to argue that no interest is due if the Assessment Notices are annulled or substantially reduced.

AADE, for its part, reserves the right to include all accrued interest in any final determination, assessment, settlement, or enforcement action upon termination of the standstill.

Term 7: Administrative Objection Proceedings — Abeyance

The proceedings before AADE's Directorate of Resolution of Disputes (DED) on TSL's administrative objections to Assessment Notices AADE/ADAN/2022/0073 and AADE/ADAN/2022/0074 (filed November 30, 2022) shall be held in abeyance during the Standstill Period. Neither party shall seek to advance, accelerate, or otherwise take procedural steps in the DED proceedings during the Standstill Period, unless and until the standstill is terminated.

Upon the termination of the Standstill Period (howsoever arising), either party may request that the DED proceedings be reactivated and resumed from the point at which they were stayed. All statutory deadlines, time limits, and procedural periods applicable to the DED proceedings — including, without limitation, the deadline for the DED to issue its decision under Article 63 of Law 4174/2013 and any applicable deadlines for the submission of evidence or written observations by the parties — shall be deemed tolled and suspended during the Standstill Period, and shall resume running on the first business day following the termination of the standstill.

Both parties agree to cooperate in good faith with the DED to give effect to this abeyance arrangement, including by jointly notifying the DED of the existence and terms of the standstill and requesting that the DED suspend its consideration of the administrative objections accordingly.

Term 8: Cooperation with DG TAXUD

Both parties agree to cooperate in good faith in responding to any requests from DG TAXUD, the Customs Code Committee, or any other institution, body, office, or agency of the European Union for information, documentation, technical data, samples, or written submissions relating to the BTI consultation under BTI-GR-2022-003847 or to the classification of STS gantry cranes, ASC systems, or comparable marine cargo-handling equipment under the Combined Nomenclature. Such cooperation shall include, without limitation, the timely provision of technical specifications, import documentation, photographic or video evidence of the equipment, and any other materials reasonably requested by DG TAXUD or the Customs Code Committee.

Each party reserves the right to make independent submissions to DG TAXUD, the Customs Code Committee, or any other relevant EU body in support of its respective classification position. Where either party makes any such independent submission, it shall provide the other party with a complete copy of the submission (including all attachments and exhibits) within five (5) business days of filing. This obligation to provide copies is intended to ensure transparency and to enable each party to respond appropriately to the other's submissions, but shall not be construed as conferring on either party the right to veto, delay, or otherwise interfere with the other party's independent submissions.

Term 9: Notifications and Communications

All notices, communications, requests, and correspondence under this standstill arrangement shall be in writing and shall be delivered by hand, by registered mail with return receipt requested, or by internationally recognized courier service (with confirmation of delivery), to the following addresses:

For TSL:

Alexandros Vournas, Managing Partner Vournas & Theodorakis Dikigiriko Grafeio 22 Academias Street 106 71 Athens, Greece Telephone: +30 210 362 8400

Email: avournas@vt-law.gr

With a copy (which shall not constitute notice) to:

Christy Bauer, Senior Associate Calderwood & Harkness LLP Avenue Louise 480 1050 Brussels, Belgium Telephone: +32 2 645 3200

Email: cbauer@calderwoodharkness.com

For AADE:

Panagiotis Drakos, Senior Partner Meridian & Drakos Dikigiriko Grafeio 15 Stadiou Street 105 62 Athens, Greece Telephone: +30 210 324 7600

Email: pdrakos@meridiandrakos.gr

With a copy (which shall not constitute notice) to:

Aikaterini Vlachopoulou, Chief Customs Auditor AADE Piraeus Regional Customs Office 2 Karaoli & Dimitriou Street 185 31 Piraeus, Greece Telephone: +30 210 417 2800

Email: avlachopoulou@aade.gr

Either party may change its designated address or contact person by written notice to the other party in accordance with this Term 9. Notices shall be deemed given and effective upon actual receipt by the addressee.

Term 10: No Prejudice / Non-Waiver

This standstill arrangement is entered into on an entirely without-prejudice basis, and nothing herein shall prejudice or affect the positions of either party on the merits of the classification and valuation dispute, or on any other question of fact or law arising in connection with the Assessment Notices.

The entry into, performance of, or termination of this standstill arrangement shall not be construed, interpreted, or relied upon as a waiver, estoppel, or admission by either party with respect to any matter, including without limitation the merits of the classification or valuation dispute, the enforceability of the Assessment Notices, the quantum of any amounts due, the availability of any defense or remedy, or the jurisdiction or competence of any administrative or judicial authority. No course of dealing or delay in exercising any right under this arrangement shall operate as a waiver of such right.

This standstill arrangement is made solely for the benefit of, and is enforceable solely by, TSL (and its legal counsel, V&T and C&H, acting on its behalf) and AADE (and its legal counsel, Meridian & Drakos, acting on its behalf). This arrangement does not create, and shall not be construed as creating, any rights, claims, or entitlements in favor of any third party, including without limitation any employee, shareholder, creditor, or affiliate of TSL, or any other governmental authority.

Term 11: Governing Law

This standstill arrangement shall be governed by and construed in accordance with the laws of the Hellenic Republic, including the applicable provisions of the Union Customs Code (Regulation (EU) No. 952/2013) and its implementing regulations (Commission Implementing Regulation (EU) 2015/2447) and delegated regulations (Commission Delegated Regulation (EU) 2015/2446), as well as Law 4174/2013 (Greek Tax Procedure Code) and any other applicable provisions of Greek national law. Any dispute arising out of or in connection with this standstill arrangement that cannot be resolved by agreement of the parties shall be subject to the exclusive jurisdiction of the competent administrative courts of Athens.

VII. Closing

V&T, on behalf of TSL, believes that the standstill arrangement proposed herein serves the legitimate interests of both parties by avoiding unnecessary enforcement proceedings, the commencement of administrative court litigation, and the associated costs and administrative burden, while the core classification question is resolved through the appropriate EU-level mechanism — namely, the DG TAXUD consultation process in response to AADE's referral of BTI application BTI-GR-2022-003847. TSL is committed to providing meaningful security for the disputed amounts in the form of the €5,000,000 bank guarantee described above, and to cooperating fully with DG TAXUD and AADE in the resolution of the classification issue.

We respectfully request that AADE, through your firm, confirm its agreement to the terms set forth in this letter by executing the countersignature blocks below and returning a signed copy to us at your earliest convenience.

Should AADE wish to propose any modifications, clarifications, or additional terms, we are prepared to discuss such proposals at the parties' mutual convenience, whether by correspondence, telephone conference, or in-person meeting at a time and place agreeable to both sides. We are confident that a mutually acceptable arrangement can be reached promptly, and we look forward to your response.

We thank you for your attention to this matter and for your courteous engagement throughout the course of this dispute.

Sincerely,

________________________________________

Alexandros Vournas Managing Partner Vournas & Theodorakis Dikigiriko Grafeio Athens Bar Registration No. 18744 On behalf of Thalassa Shipping & Logistics Société Anonyme

COUNTERSIGNATURE — AADE EXTERNAL LEGAL ADVISOR

AGREED AND ACCEPTED ON BEHALF OF THE INDEPENDENT AUTHORITY FOR PUBLIC REVENUE (AADE) OF THE HELLENIC REPUBLIC:

The undersigned, acting as duly authorized external legal advisor to AADE in connection with the above-referenced matter, hereby confirms AADE's agreement to the terms of the standstill arrangement set forth in this letter, subject to the countersignature of the authorized AADE official below.

________________________________________

Panagiotis Drakos Senior Partner Meridian & Drakos Dikigiriko Grafeio Athens Bar Registration No. 29481 External Legal Advisor to the Independent Authority for Public Revenue (AADE)

Date: March 1, 2023

COUNTERSIGNATURE — AADE OFFICIAL

The undersigned, acting as Chief Customs Auditor of the AADE Piraeus Regional Customs Office and as authorized representative of AADE in connection with post-clearance audit file AADE/DTE/2022/PIR-04518, hereby confirms AADE's agreement to the terms of the standstill arrangement set forth in this letter.

________________________________________

Aikaterini Vlachopoulou Chief Customs Auditor AADE Piraeus Regional Customs Office 2 Karaoli & Dimitriou Street 185 31 Piraeus, Greece

Date: March 1, 2023

Cc:

James Prentice, Partner, Calderwood & Harkness LLP, Avenue Louise 480, 1050 Brussels, Belgium

Christy Bauer, Senior Associate, Calderwood & Harkness LLP, Avenue Louise 480, 1050 Brussels, Belgium

Garrett Simmons, Associate, Calderwood & Harkness LLP, Avenue Louise 480, 1050 Brussels, Belgium

Elena Papadimitriou, Chief Financial Officer, Thalassa Shipping & Logistics SA, 47 Akti Miaouli, 185 35 Piraeus, Greece

Component	Amount (EUR)
Additional customs duties — ADAN/2022/0073 (Classification)	€1,478,400
Additional customs duties — ADAN/2022/0074 (Valuation)	€218,680
Subtotal — Additional Customs Duties	€1,697,080
Import VAT adjustments (24% on additional duties and value adjustments)	€2,740,416
Administrative penalties (30% of additional duties, per Article 77 UCC / national implementing provisions)	€509,124
Estimated late payment interest (accrued through mid-case date)	€3,872,000
Total AADE Claim (Mid-Case Estimate)	€8,818,620

CONFIDENTIAL — SUBJECT TO WITHOUT PREJUDICE PRIVILEGE
VOURNAS & THEODORAKIS ΔΙΚΗΓΟΡΙΚΟ ΓΡΑΦΕΙΟ (Dikigiriko Grafeio)
22 Academias Street 106 71 Athens, Greece
Telephone: +30 210 362 8400 Facsimile: +30 210 362 8410
Email: avournas@vt-law.gr
February 15, 2023
Mr. Panagiotis Drakos Senior Partner Meridian & Drakos Dikigiriko Grafeio 15 Stadiou Street 105 62 Athens, Greece
Re: Proposed Standstill Arrangement — Additional Duty Assessment Notices AADE/ADAN/2022/0073 and AADE/ADAN/2022/0074 — Thalassa Shipping & Logistics Société Anonyme (EORI: GR094827361000; AFM: 094827361)
AADE Post-Clearance Audit File: AADE/DTE/2022/PIR-04518
Dear Mr. Drakos:
I. Identification of Parties and Representation
We write on behalf of our client, Thalassa Shipping & Logistics Société Anonyme ("TSL"), a company duly organized and existing under the laws of the Hellenic Republic, with its registered office at 47 Akti Miaouli, 185 35 Piraeus, Greece (EORI: GR094827361000; AFM: 094827361), in connection with the above-referenced dispute concerning two Additional Duty Assessment Notices issued by the Piraeus Regional Customs Office of the Independent Authority for Public Revenue ("AADE") of the Hellenic Republic.
Vournas & Theodorakis Dikigiriko Grafeio ("V&T") acts as Greek legal counsel to TSL in this matter, under the coordination of Calderwood & Harkness LLP ("C&H"), TSL's international counsel based in Brussels (Matter Reference No. C&H-2022-ITS-04781). We understand that your firm, Meridian & Drakos Dikigiriko Grafeio, acts as external legal advisor to AADE in connection with this matter. We address this letter to you in that capacity, with the expectation that you will transmit the contents hereof to the relevant officials of AADE for their consideration and response.
The purpose of this letter is to propose a standstill arrangement between TSL and AADE in respect of the enforcement and collection of the amounts assessed under the two Assessment Notices identified above, pending the resolution of a classification question that has been referred to the European Commission's Directorate-General for Taxation and Customs Union ("DG TAXUD"). We believe that such an arrangement will serve the interests of both parties and of sound administration by avoiding unnecessary enforcement proceedings and litigation costs while the core classification issue is resolved through the appropriate EU-level mechanism. The terms of our proposal are set forth in detail below.
II. Background of the Assessment Notices
On August 12, 2022, the Piraeus Regional Customs Office of AADE, located at 2 Karaoli & Dimitriou Street, 185 31 Piraeus, Greece, issued two Additional Duty Assessment Notices to TSL in connection with the post-clearance audit conducted under file reference AADE/DTE/2022/PIR-04518. The audit concerned the importation by TSL, during the period between January 2020 and September 2021, of twenty (20) units of marine cargo-handling equipment manufactured by Hailong Heavy Industries Co., Ltd. of Ningbo, People's Republic of China. The equipment comprised twelve (12) ship-to-shore ("STS") gantry cranes and eight (8) automated stacking crane ("ASC") systems, all destined for deployment at TSL's container terminal facilities in the Port of Piraeus. The two Assessment Notices and the additional amounts assessed thereunder are summarized as follows:
A. ADAN/2022/0073 (Classification)
Assessment Notice AADE/ADAN/2022/0073 concerns the tariff classification of the imported equipment. AADE's Piraeus Regional Customs Office determined that the twelve (12) STS gantry cranes and eight (8) ASC systems had been incorrectly classified by TSL upon importation under Combined Nomenclature ("CN") code 8426 41 00, which covers "self-propelled machinery, on tyres" within heading 8426 ("Ships' derricks; cranes, including cable cranes; mobile lifting frames, straddle carriers and works trucks fitted with a crane"), attracting a Most Favoured Nation ("MFN") customs duty rate of zero percent (0%).
AADE reclassified the equipment under CN code 8428 90 90, which falls within heading 8428 ("Other lifting, handling, loading or unloading machinery (for example, lifts, escalators, conveyors, teleferics)"), attracting an MFN customs duty rate of 2.2%. The reclassification was applied to the entire consignment of twenty (20) units on the basis that the equipment in question constituted integrated automated material-handling systems rather than cranes within the meaning of heading 8426.
The reclassification resulted in the assessment of additional customs duties in the amount of €1,478,400, calculated on a reclassified equipment value base of €67,200,000, broken down as follows:
•  Twelve (12) STS gantry cranes: declared customs value of €38,400,000 (€3,200,000 per unit);
•  Eight (8) ASC systems: declared customs value of €28,800,000 (€3,600,000 per unit);
•  Total reclassified equipment value: €67,200,000;
•  Additional duties at 2.2% MFN rate: €67,200,000 × 2.2% = €1,478,400.
B. ADAN/2022/0074 (Valuation)
Assessment Notice AADE/ADAN/2022/0074 concerns adjustments to the customs value of the imported equipment. AADE determined that certain payments made by TSL to Hailong Heavy Industries Co., Ltd. and to related service providers constituted dutiable components of the transaction value under Articles 70–74 of Regulation (EU) No. 952/2013 (the "Union Customs Code" or "UCC") and the corresponding provisions of Commission Implementing Regulation (EU) 2015/2447, which should have been included in the declared customs value at the time of importation.
The total adjustment to customs value amounted to €9,940,000, comprising the following three components:
•  Technology license fees paid to Hailong Heavy Industries Co., Ltd. for proprietary automation software and control systems embedded in the ASC systems: €4,900,000;
•  Procurement coordination fees paid to Thalassa Procurement Services Ltd. (a TSL affiliate based in Singapore) for logistics coordination and vendor management services in connection with the importation: €2,940,000;
•  Commissioning services fees paid to Hailong Technical Services (Shanghai) Co., Ltd. for on-site installation, testing, and commissioning of the equipment at the Piraeus terminal: €2,100,000.
The customs value adjustments resulted in the assessment of additional customs duties in the amount of €218,680, calculated at the 2.2% MFN duty rate applied by AADE to the reclassified equipment (i.e., €9,940,000 × 2.2% = €218,680). TSL notes, and reserves the right to argue, that if the reclassification under ADAN/2022/0073 is overturned and the equipment is confirmed to fall under heading 8426 at a 0% duty rate, the valuation adjustments under ADAN/2022/0074 would give rise to no additional duty liability, as the applicable duty rate would be zero.
C. Combined Assessed Amounts
The combined additional amounts assessed by AADE under both Assessment Notices, including all ancillary charges and estimates, are summarized in the following table:
TSL contests in their entirety the additional duties, VAT adjustments, penalties, and interest assessed under both Assessment Notices, as set forth in TSL's administrative objections described below.
III. Administrative Objections Filed
On November 30, 2022, TSL, through V&T, filed formal administrative objections to both Assessment Notices before AADE's Directorate of Resolution of Disputes ("DED"), pursuant to Article 44 of Regulation (EU) No. 952/2013 (Union Customs Code) and Article 63 of Law 4174/2013 (Greek Tax Procedure Code). The administrative objections, which were filed within the applicable statutory deadline, challenge both the classification position adopted by AADE in ADAN/2022/0073 and the valuation adjustments set forth in ADAN/2022/0074.
With respect to the classification dispute, TSL maintains that the STS gantry cranes and ASC systems are properly classified under heading 8426 of the Combined Nomenclature, and more specifically under CN code 8426 19 00 (or, in the alternative, under CN code 8426 41 00 as originally declared), on the basis that the equipment constitutes "cranes" within the meaning of that heading, performing the principal function of lifting, lowering, and moving containers by means of a hoisting mechanism, and that the automated features of the ASC systems do not transform them into "other lifting, handling, loading or unloading machinery" of heading 8428.
With respect to the valuation dispute, TSL contends that the technology license fees, procurement coordination fees, and commissioning services fees identified by AADE either (a) do not constitute conditions of the sale of the imported goods within the meaning of Article 71 of the UCC, (b) have been incorrectly characterized as dutiable royalties or assists, or (c) relate to post-importation activities that fall outside the scope of the transaction value under Article 70 of the UCC.
The DED proceedings remain pending as of the date of this letter. No decision has been issued, and no hearing date has been set.
IV. BTI Application and DG TAXUD Referral
On November 15, 2022, TSL filed a Binding Tariff Information ("BTI") application with AADE under Article 33 of the Union Customs Code, requesting a formal ruling that the twelve (12) STS gantry cranes and the eight (8) ASC systems imported by TSL are properly classified under CN code 8426 19 00, within heading 8426 of the Combined Nomenclature. The BTI application was assigned reference number BTI-GR-2022-003847 by AADE.
On February 7, 2023, AADE referred the BTI application to the European Commission's Directorate-General for Taxation and Customs Union (DG TAXUD) for consultation under Article 34(10) of the UCC. As we understand it, the referral was prompted by the existence of divergent Binding Tariff Information rulings issued by the customs authorities of other European Union member states with respect to substantially similar or comparable equipment, specifically:
•  Netherlands — BTI Reference NL-BTI-2021-01234: The Dutch customs authority (Douane) classified substantially similar STS gantry cranes and ASC-type automated stacking systems under heading 8426 of the Combined Nomenclature (CN code 8426 19 00), on the basis that the equipment performed the essential function of cranes — namely, lifting, lowering, and moving loads by means of a hoisting mechanism — and that the automation and integration features did not alter the principal function of the equipment.
•  Germany — BTI Reference DE-BTI-2020-05678: The German customs authority (Zollamt) classified comparable ASC-type automated stacking crane systems under heading 8428 of the Combined Nomenclature (CN code 8428 90 90), on the basis that the systems constituted integrated automated material-handling systems whose primary purpose was the automated handling, sorting, and stacking of containers within a terminal environment, and that this function was more specifically described by heading 8428 than by heading 8426.
The divergence between the Dutch and German BTI rulings reflects a genuine and unresolved question of tariff classification at the EU level, which directly implicates the legal basis of ADAN/2022/0073. TSL submits that the proper forum for the resolution of this classification question is DG TAXUD and the Customs Code Committee, rather than unilateral enforcement action by a single national customs authority.
It is also of critical importance to note that the resolution of the classification question will substantially impact the scope and quantum of both Assessment Notices. As explained above, the duty calculations under ADAN/2022/0074 (Valuation) are contingent upon the 2.2% MFN duty rate that is applicable only under heading 8428. If the reclassification under ADAN/2022/0073 is overturned and the equipment is confirmed to fall under heading 8426 at a 0% MFN duty rate, the additional duties assessed under ADAN/2022/0074 would be reduced to zero, and the consequential VAT, penalty, and interest calculations would be substantially altered. In that scenario, the entirety of the AADE claim — not merely the classification component — would be materially affected.
V. Rationale for Standstill
In light of the foregoing, and in particular the pending DG TAXUD consultation on the classification of STS gantry cranes and ASC systems, which, based on our experience with similar referrals, may take between twelve (12) and twenty-four (24) months to be resolved, TSL respectfully proposes that the parties enter into a standstill arrangement on the terms set forth below. TSL submits that such an arrangement is in the interest of both parties, as well as in the interest of administrative efficiency and the sound administration of customs law, for the following reasons:
(a) The core classification question that underlies the principal Assessment Notice (ADAN/2022/0073) is actively under consideration by DG TAXUD, which is the competent EU institution for the harmonized interpretation of the Combined Nomenclature. It would be inefficient and potentially inconsistent with the principles of EU customs law for AADE to pursue enforcement of the Assessment Notices while the very classification upon which they are based is subject to DG TAXUD review.
(b) The enforcement of the Assessment Notices during the pendency of the DG TAXUD consultation would cause substantial and potentially irreversible financial harm to TSL, a major employer and infrastructure operator in the Port of Piraeus, while the ultimate outcome of the classification dispute remains genuinely uncertain.
(c) A standstill arrangement would avoid the costs and administrative burden associated with contested enforcement proceedings and potential litigation before the Administrative Court of First Instance of Piraeus, which would be unnecessary if the DG TAXUD consultation results in a classification favorable to TSL's position.
(d) TSL is prepared to provide meaningful security for the disputed amounts in the form of a bank guarantee, as described below, thereby protecting AADE's interests during the standstill period.
VI. Proposed Standstill Terms
TSL proposes that the standstill arrangement be governed by the following terms:
Term 1: Enforcement Standstill
AADE shall not enforce, seek to collect, or take any coercive or compulsory collection measures with respect to the amounts assessed under Assessment Notices AADE/ADAN/2022/0073 and AADE/ADAN/2022/0074 during the standstill period. For the avoidance of doubt, this includes, without limitation, refraining from the issuance of seizure orders (κατασχέσεις), attachment of bank accounts or other assets of TSL, offset or set-off of tax refunds, VAT credits, or any other amounts owed to TSL by the Hellenic Republic or any instrumentality thereof, registration of liens or encumbrances on TSL's property, and any other administrative enforcement action, whether provided for under the UCC, the Greek Tax Procedure Code, the Greek Code of Public Revenue Collection (Κώδικας Εισπράξεων Δημοσίων Εσόδων, "KEDE"), or any other applicable law, relating to the disputed amounts under the Assessment Notices.
It is understood that the enforcement standstill applies solely to the amounts assessed under ADAN/2022/0073 and ADAN/2022/0074, and does not affect AADE's ability to enforce any other obligations of TSL unrelated to this dispute.
Term 2: Standstill Period — Commencement and Duration
The standstill shall commence on the date this letter is duly countersigned by both parties (the "Effective Date"). The standstill shall remain in effect until the earliest of the following dates (the "Standstill Period"):
(a) The date on which DG TAXUD issues its consultation opinion, advisory, classification guidance, or other formal or informal communication to AADE in connection with BTI application BTI-GR-2022-003847 or the classification of STS gantry cranes and ASC systems generally under the Combined Nomenclature;
(b) The date on which AADE issues a Binding Tariff Information ruling in response to TSL's BTI application BTI-GR-2022-003847, whether following receipt of the DG TAXUD consultation opinion or otherwise;
(c) The date on which a classification regulation or implementing regulation is adopted by the European Commission under Article 57(4) of the UCC or any other applicable legal basis, specifically addressing or directly affecting the tariff classification of STS gantry cranes, ASC systems, or comparable marine cargo-handling equipment under the Combined Nomenclature; or
(d) The date of termination by either party upon sixty (60) days' prior written notice to the other party, delivered in accordance with Term 9 below to the addresses set forth in this letter. The terminating party shall not be required to state a reason for termination, provided that the sixty (60) day notice period is strictly observed.
Upon the occurrence of any of the events described in subparagraphs (a) through (c) above, the standstill shall terminate automatically thirty (30) days following such occurrence, in order to afford both parties a reasonable period to assess the implications of the relevant development and to determine their respective positions going forward. During such thirty (30) day wind-down period, the enforcement standstill under Term 1 shall remain in full force and effect.
Term 3: Security — Bank Guarantee
As security for the disputed amounts during the Standstill Period, and as a condition of the standstill arrangement, TSL undertakes to procure and deliver to AADE an irrevocable and unconditional bank guarantee (the "Bank Guarantee") in the amount of €5,000,000 (five million euros). The terms of the Bank Guarantee shall be as follows:
(a) Issuing Bank. The Bank Guarantee shall be issued by Compass Maritime Bank SA, a credit institution licensed and supervised by the Bank of Greece, with its principal office at 5 Kolokotroni Street, 105 62 Athens, Greece.
(b) Amount. The Bank Guarantee shall be in the amount of €5,000,000 (five million euros). The parties acknowledge that this amount represents approximately 57% of the total mid-case assessed amount of approximately €8,818,620 under both Assessment Notices, and that TSL considers this amount to be a reasonable and proportionate level of security in light of the merits of TSL's position on the classification and valuation questions.
(c) Character. The Bank Guarantee shall be irrevocable and unconditional, payable on first written demand by AADE, and shall be substantially in the form customarily issued by Compass Maritime Bank SA for customs security purposes, subject to such modifications as may be reasonably requested by AADE and agreed by TSL and the issuing bank.
(d) Duration. The Bank Guarantee shall remain in effect for the duration of the Standstill Period and for a period of thirty (30) days following the termination of the standstill (howsoever arising), after which it shall expire automatically unless drawn upon by AADE prior to such expiration.
(e) Delivery. TSL undertakes to deliver the executed Bank Guarantee to the Piraeus Regional Customs Office of AADE, at 2 Karaoli & Dimitriou Street, 185 31 Piraeus, Greece, within ten (10) business days of the Effective Date.
(f) Reference. The Bank Guarantee will bear reference number CMB-BG-2023-0291 (to be assigned by Compass Maritime Bank SA upon issuance; anticipated date of issuance: March 10, 2023).
(g) Drawing Rights. AADE's right to draw upon the Bank Guarantee shall be subject to applicable law and the express terms of the Bank Guarantee instrument. For the avoidance of doubt, AADE shall not draw upon the Bank Guarantee during the Standstill Period except following a termination of the standstill in accordance with Term 2 and the expiration of any applicable wind-down period.
Term 4: Preservation of Rights — TSL
TSL expressly preserves and reserves all of its rights, claims, defenses, arguments, and remedies in connection with the dispute, whether arising under EU law, Greek national law, or otherwise, including without limitation:
(a) All grounds of objection, arguments, factual contentions, and legal positions set forth in the administrative objections filed by TSL with the DED on November 30, 2022, in respect of both ADAN/2022/0073 and ADAN/2022/0074;
(b) All rights to appeal any decision of the DED to the Administrative Court of First Instance of Piraeus (Διοικητικό Πρωτοδικείο Πειραιά), and thereafter to the Administrative Court of Appeal and the Council of State (Συμβούλιο της Επικρατείας), in accordance with applicable Greek procedural law;
(c) All rights to contest the tariff classification, customs valuation, duty calculations, administrative penalties, interest assessments, and import VAT adjustments under both Assessment Notices, on any ground of fact or law;
(d) All rights under, and arising from, BTI application BTI-GR-2022-003847, including the right to rely on any BTI ruling favorable to TSL's classification position, and the right to challenge any adverse BTI ruling before the competent administrative or judicial authorities;
(e) All rights to seek the annulment, reduction, modification, or revocation of the Assessment Notices, in whole or in part, through any available administrative or judicial procedure; and
(f) All rights to claim reimbursement, damages, or other remedies in the event that any amounts collected by AADE are subsequently determined to have been unlawfully assessed.
Nothing in this standstill arrangement, including TSL's agreement to provide the Bank Guarantee, shall constitute, be interpreted as, or be deemed to be an admission of liability, an acceptance of any factual or legal position asserted by AADE, or a concession by TSL with respect to the classification, valuation, duty, penalty, interest, or VAT issues raised in the Assessment Notices.
Term 5: Preservation of Rights — AADE
AADE expressly preserves and reserves all of its rights, claims, powers, and enforcement authorities in connection with the Assessment Notices, whether arising under EU law, Greek national law, or otherwise, including without limitation:
(a) The right to enforce, collect, and recover the full assessed amounts under both Assessment Notices (including all additional customs duties, import VAT adjustments, administrative penalties, and accrued interest) upon the termination of the Standstill Period, in accordance with applicable law and the terms of this arrangement;
(b) The right to amend, supplement, revise, or reissue the Assessment Notices, in whole or in part, in light of new information, additional audit findings, a DG TAXUD classification opinion or ruling, or any other development that AADE considers relevant to the assessment, subject to applicable procedural requirements and TSL's right to challenge any such amendment or revision; and
(c) The right to draw upon the Bank Guarantee in the event of the termination of the standstill, subject to applicable law, the terms of the Bank Guarantee instrument, and the provisions of Term 3 above.
Nothing in this standstill arrangement shall constitute, be interpreted as, or be deemed to be a waiver, abandonment, or limitation of any right, power, or position of AADE with respect to the Assessment Notices or the underlying classification and valuation determinations.
Term 6: Interest Accrual
TSL acknowledges that statutory interest on the disputed amounts assessed under both Assessment Notices continues to accrue during the Standstill Period at the applicable statutory rate. As of the date of this letter, the applicable rate is 0.73% per month, as determined pursuant to Article 114 of the Union Customs Code (Regulation (EU) No. 952/2013), the relevant provisions of Commission Delegated Regulation (EU) 2015/2446, and the Greek national implementing provisions.
TSL expressly reserves the right to contest the interest calculation, the applicable interest rate, the accrual methodology, the commencement date for interest accrual, and any other aspect of the interest determination upon the resolution of the underlying dispute, whether through the DED proceedings, judicial proceedings, or otherwise. In particular, TSL reserves the right to argue that no interest is due if the Assessment Notices are annulled or substantially reduced.
AADE, for its part, reserves the right to include all accrued interest in any final determination, assessment, settlement, or enforcement action upon termination of the standstill.
Term 7: Administrative Objection Proceedings — Abeyance
The proceedings before AADE's Directorate of Resolution of Disputes (DED) on TSL's administrative objections to Assessment Notices AADE/ADAN/2022/0073 and AADE/ADAN/2022/0074 (filed November 30, 2022) shall be held in abeyance during the Standstill Period. Neither party shall seek to advance, accelerate, or otherwise take procedural steps in the DED proceedings during the Standstill Period, unless and until the standstill is terminated.
Upon the termination of the Standstill Period (howsoever arising), either party may request that the DED proceedings be reactivated and resumed from the point at which they were stayed. All statutory deadlines, time limits, and procedural periods applicable to the DED proceedings — including, without limitation, the deadline for the DED to issue its decision under Article 63 of Law 4174/2013 and any applicable deadlines for the submission of evidence or written observations by the parties — shall be deemed tolled and suspended during the Standstill Period, and shall resume running on the first business day following the termination of the standstill.
Both parties agree to cooperate in good faith with the DED to give effect to this abeyance arrangement, including by jointly notifying the DED of the existence and terms of the standstill and requesting that the DED suspend its consideration of the administrative objections accordingly.
Term 8: Cooperation with DG TAXUD
Both parties agree to cooperate in good faith in responding to any requests from DG TAXUD, the Customs Code Committee, or any other institution, body, office, or agency of the European Union for information, documentation, technical data, samples, or written submissions relating to the BTI consultation under BTI-GR-2022-003847 or to the classification of STS gantry cranes, ASC systems, or comparable marine cargo-handling equipment under the Combined Nomenclature. Such cooperation shall include, without limitation, the timely provision of technical specifications, import documentation, photographic or video evidence of the equipment, and any other materials reasonably requested by DG TAXUD or the Customs Code Committee.
Each party reserves the right to make independent submissions to DG TAXUD, the Customs Code Committee, or any other relevant EU body in support of its respective classification position. Where either party makes any such independent submission, it shall provide the other party with a complete copy of the submission (including all attachments and exhibits) within five (5) business days of filing. This obligation to provide copies is intended to ensure transparency and to enable each party to respond appropriately to the other's submissions, but shall not be construed as conferring on either party the right to veto, delay, or otherwise interfere with the other party's independent submissions.
Term 9: Notifications and Communications
All notices, communications, requests, and correspondence under this standstill arrangement shall be in writing and shall be delivered by hand, by registered mail with return receipt requested, or by internationally recognized courier service (with confirmation of delivery), to the following addresses:
For TSL:
Alexandros Vournas, Managing Partner Vournas & Theodorakis Dikigiriko Grafeio 22 Academias Street 106 71 Athens, Greece Telephone: +30 210 362 8400
Email: avournas@vt-law.gr
With a copy (which shall not constitute notice) to:
Christy Bauer, Senior Associate Calderwood & Harkness LLP Avenue Louise 480 1050 Brussels, Belgium Telephone: +32 2 645 3200
Email: cbauer@calderwoodharkness.com
For AADE:
Panagiotis Drakos, Senior Partner Meridian & Drakos Dikigiriko Grafeio 15 Stadiou Street 105 62 Athens, Greece Telephone: +30 210 324 7600
Email: pdrakos@meridiandrakos.gr
With a copy (which shall not constitute notice) to:
Aikaterini Vlachopoulou, Chief Customs Auditor AADE Piraeus Regional Customs Office 2 Karaoli & Dimitriou Street 185 31 Piraeus, Greece Telephone: +30 210 417 2800
Email: avlachopoulou@aade.gr
Either party may change its designated address or contact person by written notice to the other party in accordance with this Term 9. Notices shall be deemed given and effective upon actual receipt by the addressee.
Term 10: No Prejudice / Non-Waiver
This standstill arrangement is entered into on an entirely without-prejudice basis, and nothing herein shall prejudice or affect the positions of either party on the merits of the classification and valuation dispute, or on any other question of fact or law arising in connection with the Assessment Notices.
The entry into, performance of, or termination of this standstill arrangement shall not be construed, interpreted, or relied upon as a waiver, estoppel, or admission by either party with respect to any matter, including without limitation the merits of the classification or valuation dispute, the enforceability of the Assessment Notices, the quantum of any amounts due, the availability of any defense or remedy, or the jurisdiction or competence of any administrative or judicial authority. No course of dealing or delay in exercising any right under this arrangement shall operate as a waiver of such right.
This standstill arrangement is made solely for the benefit of, and is enforceable solely by, TSL (and its legal counsel, V&T and C&H, acting on its behalf) and AADE (and its legal counsel, Meridian & Drakos, acting on its behalf). This arrangement does not create, and shall not be construed as creating, any rights, claims, or entitlements in favor of any third party, including without limitation any employee, shareholder, creditor, or affiliate of TSL, or any other governmental authority.
Term 11: Governing Law
This standstill arrangement shall be governed by and construed in accordance with the laws of the Hellenic Republic, including the applicable provisions of the Union Customs Code (Regulation (EU) No. 952/2013) and its implementing regulations (Commission Implementing Regulation (EU) 2015/2447) and delegated regulations (Commission Delegated Regulation (EU) 2015/2446), as well as Law 4174/2013 (Greek Tax Procedure Code) and any other applicable provisions of Greek national law. Any dispute arising out of or in connection with this standstill arrangement that cannot be resolved by agreement of the parties shall be subject to the exclusive jurisdiction of the competent administrative courts of Athens.
VII. Closing
V&T, on behalf of TSL, believes that the standstill arrangement proposed herein serves the legitimate interests of both parties by avoiding unnecessary enforcement proceedings, the commencement of administrative court litigation, and the associated costs and administrative burden, while the core classification question is resolved through the appropriate EU-level mechanism — namely, the DG TAXUD consultation process in response to AADE's referral of BTI application BTI-GR-2022-003847. TSL is committed to providing meaningful security for the disputed amounts in the form of the €5,000,000 bank guarantee described above, and to cooperating fully with DG TAXUD and AADE in the resolution of the classification issue.
We respectfully request that AADE, through your firm, confirm its agreement to the terms set forth in this letter by executing the countersignature blocks below and returning a signed copy to us at your earliest convenience.
Should AADE wish to propose any modifications, clarifications, or additional terms, we are prepared to discuss such proposals at the parties' mutual convenience, whether by correspondence, telephone conference, or in-person meeting at a time and place agreeable to both sides. We are confident that a mutually acceptable arrangement can be reached promptly, and we look forward to your response.
We thank you for your attention to this matter and for your courteous engagement throughout the course of this dispute.
Sincerely,
________________________________________
Alexandros Vournas Managing Partner Vournas & Theodorakis Dikigiriko Grafeio Athens Bar Registration No. 18744 On behalf of Thalassa Shipping & Logistics Société Anonyme
COUNTERSIGNATURE — AADE EXTERNAL LEGAL ADVISOR
AGREED AND ACCEPTED ON BEHALF OF THE INDEPENDENT AUTHORITY FOR PUBLIC REVENUE (AADE) OF THE HELLENIC REPUBLIC:
The undersigned, acting as duly authorized external legal advisor to AADE in connection with the above-referenced matter, hereby confirms AADE's agreement to the terms of the standstill arrangement set forth in this letter, subject to the countersignature of the authorized AADE official below.
________________________________________
Panagiotis Drakos Senior Partner Meridian & Drakos Dikigiriko Grafeio Athens Bar Registration No. 29481 External Legal Advisor to the Independent Authority for Public Revenue (AADE)
Date: March 1, 2023
COUNTERSIGNATURE — AADE OFFICIAL
The undersigned, acting as Chief Customs Auditor of the AADE Piraeus Regional Customs Office and as authorized representative of AADE in connection with post-clearance audit file AADE/DTE/2022/PIR-04518, hereby confirms AADE's agreement to the terms of the standstill arrangement set forth in this letter.
________________________________________
Aikaterini Vlachopoulou Chief Customs Auditor AADE Piraeus Regional Customs Office 2 Karaoli & Dimitriou Street 185 31 Piraeus, Greece
Date: March 1, 2023
Cc:
James Prentice, Partner, Calderwood & Harkness LLP, Avenue Louise 480, 1050 Brussels, Belgium
Christy Bauer, Senior Associate, Calderwood & Harkness LLP, Avenue Louise 480, 1050 Brussels, Belgium
Garrett Simmons, Associate, Calderwood & Harkness LLP, Avenue Louise 480, 1050 Brussels, Belgium
Elena Papadimitriou, Chief Financial Officer, Thalassa Shipping & Logistics SA, 47 Akti Miaouli, 185 35 Piraeus, Greece
Component | Amount (EUR)
Additional customs duties — ADAN/2022/0073 (Classification) | €1,478,400
Additional customs duties — ADAN/2022/0074 (Valuation) | €218,680
Subtotal — Additional Customs Duties | €1,697,080
Import VAT adjustments (24% on additional duties and value adjustments) | €2,740,416
Administrative penalties (30% of additional duties, per Article 77 UCC / national implementing provisions) | €509,124
Estimated late payment interest (accrued through mid-case date) | €3,872,000
Total AADE Claim (Mid-Case Estimate) | €8,818,620

CONFIDENTIAL — SUBJECT TO WITHOUT PREJUDICE PRIVILEGE

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