CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP
400 Lexington Avenue New York, NY 10170 Telephone: +1 (212) 558-4000 Facsimile: +1 (212) 558-3588
25 Finsbury Square London EC2A 1DU, United Kingdom Telephone: +44 (0)20 7786 9000
Avenue Louise 480 1050 Brussels, Belgium Telephone: +32 (0)2 235 6500
October 20, 2022
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
VIA EMAIL
Mr. Nikolaos Andreadis Chairman & Chief Executive Officer Thalassa Shipping & Logistics SA 47 Akti Miaouli 185 35 Piraeus, Greece
Ms. Elena Papadimitriou Chief Financial Officer Thalassa Shipping & Logistics SA 47 Akti Miaouli 185 35 Piraeus, Greece
Mr. Dimitrios Sarantopoulos VP Procurement & Supply Chain Thalassa Shipping & Logistics SA 47 Akti Miaouli 185 35 Piraeus, Greece
Re: DOCUMENT PRESERVATION NOTICE — AADE Customs Classification and Valuation Dispute C&H Matter No.: C&H-2022-ITS-04781
Dear Mr. Andreadis, Ms. Papadimitriou, and Mr. Sarantopoulos:
As you know, Calderwood & Harkness LLP ("C&H" or the "Firm") represents Thalassa Shipping & Logistics SA ("TSL" or the "Company") in connection with the customs classification and valuation dispute arising from the Independent Authority for Public Revenue (Ανεξάρτητη Αρχή Δημοσίων Εσόδων, "AADE") Additional Duty Assessment Notices AADE/ADAN/2022/0073 and AADE/ADAN/2022/0074, each dated August 12, 2022 (collectively, the "Assessment Notices," and the dispute arising therefrom, the "Dispute"). This letter constitutes a formal instruction to preserve all documents and records potentially relevant to the Dispute, and it should be treated with the utmost seriousness and urgency by all recipients.
TSL has a legal obligation to preserve all evidence that is or may be relevant to the Dispute. This obligation arises by operation of law, and failure to comply could result in severe adverse consequences in any administrative or judicial proceeding, including proceedings before the AADE's Directorate of Resolution of Disputes (Διεύθυνση Επίλυσης Διαφορών, "DED"), the Administrative Court of First Instance of Piraeus (Διοικητικό Πρωτοδικείο Πειραιά), and any appellate tribunal with jurisdiction over the matters at issue. We cannot overemphasize the importance of strict compliance with the preservation obligations set forth below. The duty to preserve relevant materials attaches immediately and is ongoing.
This Notice supersedes any prior informal preservation instructions that may have been communicated and should be considered the governing directive for all document and data preservation activities relating to the Dispute.
I. SCOPE OF PRESERVATION OBLIGATION
TSL must immediately preserve all documents and records in any format whatsoever that are potentially relevant to the Dispute. For the avoidance of doubt, the term "documents" as used throughout this Notice encompasses, without limitation, all materials in any form or medium, including paper records, electronic files, email messages (including attachments), text messages (SMS and MMS), instant messages (including messages sent through Meridian Services Inc., Viber, Harborline Technologies, Kestrel Data Systems, Northgate Data Systems, Meridian Solutions, or any other messaging platform), voicemail recordings, photographs, video recordings, audio recordings, databases, spreadsheets, word processing files, presentation files, calendar entries, contact lists, metadata, log files, backup tapes, archived data, and any other tangible or intangible media on which information is stored or recorded.
This preservation obligation extends to all TSL employees, officers, directors, agents, consultants, and contractors, regardless of their geographic location or the language in which the documents were created or maintained. The obligation covers all documents in TSL's possession, custody, or control, including documents held by third parties on TSL's behalf or to which TSL has a right of access.
The following categories describe the principal areas of relevant documents, but they are illustrative and not exhaustive. If you are in doubt about whether a particular document falls within the scope of this Notice, you should err on the side of preservation and contact the undersigned immediately for guidance.
A. Category A: Equipment Procurement (Hailong Contracts and Correspondence)
TSL must preserve all correspondence, contracts, purchase orders, invoices, bills of lading, packing lists, certificates of origin, inspection certificates, and technical documentation relating to the procurement of marine cargo-handling equipment from Hailong Heavy Industries Co., Ltd. ("Hailong"), a company organized under the laws of the People's Republic of China, with registered offices at No. 288 Gangkou Road, Zhenhai District, Ningbo, Zhejiang Province 315200, PRC (Unified Social Credit Code: 91330211MA2GR8KT5X).
Without limiting the generality of the foregoing, TSL must specifically preserve all documents relating to the following four master purchase contracts, together with all exhibits, schedules, annexes, side letters, amendments, change orders, and supplementary agreements:
(i) Contract HHI-TSL-2019-001 (dated January 15, 2019) — for the purchase of twelve (12) Ship-to-Shore ("STS") Gantry Cranes, with a declared CIF customs value of €38,400,000 (€3,200,000 per unit);
(ii) Contract HHI-TSL-2019-002 (dated March 22, 2019) — for the purchase of eighteen (18) Rubber-Tyred Gantry ("RTG") Cranes, with a declared CIF customs value of €25,200,000 (€1,400,000 per unit);
(iii) Contract HHI-TSL-2020-003 (dated June 10, 2020) — for the purchase of eight (8) Automated Stacking Crane ("ASC") Systems, with a declared CIF customs value of €28,800,000 (€3,600,000 per unit); and
(iv) Contract HHI-TSL-2021-004 (dated February 28, 2021) — for the purchase of spare parts (declared CIF value €2,100,000), software components (declared CIF value €1,400,000), and commissioning services (declared CIF value €2,100,000), with a total declared CIF customs value of €5,600,000.
The total declared CIF customs value across all four contracts is €98,000,000.
In addition, TSL must preserve all communications with Hailong in any form, including emails, letters, facsimile transmissions, meeting notes, and records of telephone calls or video conferences. This includes, without limitation, all communications with Wei Junhao, Export Sales Director at Hailong, as well as any other Hailong personnel involved in the negotiation, execution, performance, or administration of the four master purchase contracts or any related arrangements.
TSL must further preserve all internal TSL documents relating to the selection of Hailong as a supplier, including board of directors minutes, procurement committee reports and recommendations, competitive analyses, market surveys, requests for proposal and responses thereto, vendor evaluation records, due diligence reports, reference checks, and any other documents reflecting TSL's decision-making process in awarding the equipment contracts to Hailong.
All equipment specifications, technical data sheets, product brochures, engineering drawings, performance guarantees, test reports, factory acceptance test records, and any other technical documentation received from Hailong must be preserved, including but not limited to specifications for the Hailong QC-65 Super Post-Panamax STS Container Crane and the Hailong ASC-40R Automated Stacking Crane. This includes any documentation reflecting the technical capabilities, operational parameters, or functional characteristics of the equipment, as such documentation may be directly relevant to the classification issues raised in Assessment Notice AADE/ADAN/2022/0073.
B. Category B: Nereus Maritime Advisory Limited
TSL must preserve all correspondence, contracts, engagement agreements, letters of intent, invoices, receipts, payment records, wire transfer confirmations, and any other financial documentation relating to the engagement of Nereus Maritime Advisory Limited ("Nereus"), a company organized under the laws of the Republic of Cyprus, with registered offices at 12 Griva Digeni Avenue, Office 302, 3106 Limassol, Cyprus (Cyprus Company Registration Number: HE 387214).
This obligation specifically includes preservation of the Procurement Services Agreement dated December 1, 2018 between TSL and Nereus (together with all exhibits, schedules, annexes, and amendments thereto), and all invoices and payment records for the procurement coordination fee paid or payable to Nereus in the total amount of €2,940,000, calculated at a rate of 3% of the aggregate declared CIF customs value of the Hailong equipment (3% × €98,000,000 = €2,940,000).
TSL must preserve all documents reflecting the services actually performed by Nereus in connection with the Hailong equipment procurement, including market research reports, supplier identification and evaluation memoranda, negotiation records and summaries, quality inspection reports, pre-shipment inspection records, factory visit reports, travel records and itineraries, expense reports, and any other documentation of Nereus's activities. The nature, extent, and substance of the services rendered by Nereus are directly relevant to the AADE's determination of whether the Nereus fee constitutes a "buying commission" excludable from the customs value under Article 72 of the Union Customs Code (Regulation (EU) No. 952/2013) or, alternatively, a brokerage or agency fee includable in the customs value under Article 71(1)(a)(i) thereof.
TSL must further preserve all internal TSL documents relating to the decision to engage Nereus, including board of directors minutes, management committee approvals and deliberations, due diligence reports on Nereus, and any internal discussions, memoranda, or analyses regarding Nereus's role in the procurement process and the characterization of its fee as a buying commission for customs valuation purposes.
All communications between TSL and Konstantinos Melas, individually or in his capacity as Managing Director of Nereus, must be preserved, regardless of the medium in which such communications occurred. This includes formal written correspondence, email messages, text messages, instant messages, voicemail messages, and records or notes of telephone calls, video conferences, and in-person meetings.
Of particular importance, TSL must preserve all documents relating to the ownership structure of Nereus, including corporate formation documents, shareholder registers, share certificates, shareholder agreements, and any documents reflecting or discussing the relationship between Nereus, Andreadis Family Holdings LLC (a limited liability company organized under the laws of the State of Delaware, File No. 5847291), and members of the Andreadis family. We note, for purposes of this preservation obligation, the following ownership structure as reflected in the most recent corporate records available to us:
•  Andreadis Family Holdings LLC holds a 40% equity interest in Nereus;
•  Konstantinos Melas holds a 30% equity interest in Nereus; Mr. Melas is understood to have previously served as a Hailong Heavy Industries sales agent for the Southern European market during the period from approximately 2012 to 2017; and
•  Eleni Andreadis, daughter of TSL Chairman & CEO Nikolaos Andreadis, holds a 30% equity interest in Nereus and serves as a non-executive director of the company.
TSL must also preserve any and all documents relating to Konstantinos Melas's prior relationship with Hailong Heavy Industries, including but not limited to agency agreements, commission records, correspondence, invoices, and any other documentation from his tenure as a Hailong sales agent (approximately 2012–2017). To the extent that any such documents are in TSL's possession, custody, or control, or are accessible to TSL through its relationship with Mr. Melas or Nereus, they must be preserved.
C. Category C: Technology License Agreement
TSL must preserve all correspondence, contracts, invoices, payment records, and supporting documentation relating to the Technology License Agreement ("TLA") entered into between TSL and Hailong Heavy Industries Co., Ltd., dated January 10, 2019. This includes the TLA itself and all annexes, amendments, exhibits, side letters, and supplementary agreements, including the license for the HaiControl Suite v4.2 crane control software, the HaiPredict predictive maintenance module and algorithms, and all related technical documentation, user manuals, and training materials.
TSL must also preserve all internal TSL documents relating to the negotiation and approval of the TLA, including board of directors minutes, internal memoranda, financial analyses, cost-benefit assessments, and any presentations or reports prepared for TSL management or the board in connection with the TLA. Any documents reflecting the commercial rationale for entering into the TLA, the consideration of alternative software solutions, and the relationship between the TLA and the equipment purchase contracts are of particular relevance and must be preserved.
All communications with Hailong regarding the scope, pricing, and terms of the TLA must be preserved, including discussions of the fee basis. We understand that the total license fee payable under the TLA is €4,900,000, calculated at 5% of the aggregate equipment purchase price (5% × €98,000,000 = €4,900,000). All documents reflecting this fee calculation, any negotiation of the fee amount or structure, and any consideration of alternative pricing methodologies must be preserved.
TSL must preserve records of all three license fee installment payments made under the TLA:
(i) €1,960,000 paid in March 2019;
(ii) €1,470,000 paid in July 2020; and
(iii) €1,470,000 paid in March 2022.
All supporting documentation for these payments, including wire transfer records, bank statements, payment authorizations, and internal approval records, must be preserved.
TSL must further preserve all records relating to the HaiControl Suite v4.2 software, including installation records, deployment logs, configuration records, software update logs, patch installation records, support tickets, bug reports, training records and materials, user access logs, and any communications with Hailong's technical support team regarding the software or the HaiPredict module.
Finally, and of critical importance for the valuation dispute, TSL must preserve any documents reflecting whether the TLA was a condition of the equipment purchase, a prerequisite to the operation of the equipment, or an independent and separately negotiated contract. This includes internal assessments of whether TSL could have operated the imported equipment without the licensed HaiControl Suite v4.2 software and HaiPredict module, evaluations of alternative software solutions, and any internal or external analysis of the relationship between the software license and the equipment purchase.
D. Category D: Customs Entries and Peloros Brokerage
TSL must preserve all forty-seven (47) Single Administrative Documents ("SADs") and all supporting documentation filed with the Piraeus Regional Customs Office of the AADE by Peloros Customs Agency S.A. ("Peloros"), with registered offices at 31 Akti Poseidonos, 185 31 Piraeus, Greece (EORI: GR801234567000), on TSL's behalf between March 2019 and January 2022. Supporting documentation includes, without limitation, commercial invoices, pro forma invoices, packing lists, bills of lading, certificates of origin, certificates of conformity, insurance certificates, and any other documents submitted in connection with the customs declarations.
TSL must preserve all correspondence between TSL and Peloros regarding the customs declarations, including any instructions, information, or data provided by TSL to Peloros regarding the classification, valuation, or description of the imported equipment. This includes any instructions or guidance given to Stavros Liapis, Licensed Customs Broker (License No. GR-CB-1287), or to any other Peloros personnel involved in the preparation and submission of the customs entries.
The Customs Brokerage Agreement dated February 1, 2019 between TSL and Peloros, together with all amendments, supplements, and related correspondence, must be preserved in its entirety.
TSL must also preserve any documents reflecting the selection of Combined Nomenclature ("CN") code 8426 41 00 for the customs entries, including any internal TSL discussion of the appropriate classification code, any consideration of alternative classification codes, any analysis or advice received (whether from Peloros, from TSL's internal staff, or from any external advisor) regarding the correct tariff classification, and any instructions given to Peloros regarding the code to be applied. Documents reflecting TSL's internal customs clearance processes, duty calculations, landed cost analyses, and any internal review or audit of tariff classifications are also within the scope of this preservation obligation.
TSL's EORI registration documents (EORI: GR094827361000) and any related correspondence with AADE or other customs authorities must also be preserved.
E. Category E: AADE Audit and Assessment Materials
TSL must preserve all correspondence, notices, questionnaires, information requests, audit reports, and any other documents received from or sent to the AADE in connection with the post-clearance audit initiated on April 4, 2022 and completed on August 1, 2022 (AADE audit file reference: AADE/DTE/2022/PIR-04518). This includes all documents submitted by TSL in response to AADE information requests, all documents reviewed or copied by AADE auditors during on-site inspections, and all records of meetings, telephone calls, or other communications with AADE personnel.
TSL must preserve both Additional Duty Assessment Notices in their entirety:
(i) Assessment Notice AADE/ADAN/2022/0073 (Classification) — which reclassifies the twelve (12) STS gantry cranes and eight (8) ASC systems from CN code 8426 41 00 (machinery for the handling of goods, ship derricks; cranes, including cable cranes: other self-propelled machinery: on tyres) to CN code 8428 90 90 (other lifting, handling, loading or unloading machinery: other machinery), assessing additional customs duty in the amount of €1,478,400; and
(ii) Assessment Notice AADE/ADAN/2022/0074 (Valuation) — which adjusts the declared customs value upward by €9,940,000 (comprising the Nereus procurement coordination fee of €2,940,000, the technology license fee of €4,900,000, and the commissioning services of €2,100,000, each of which AADE contends should have been included in the transaction value), assessing additional customs duty in the amount of €218,680.
TSL must preserve all internal TSL documents prepared in connection with or in response to the AADE audit, including internal analyses, legal memoranda, factual summaries, management reports, presentation materials prepared for the board of directors or management committee, and any documents reflecting TSL's strategy or approach to the audit.
All correspondence with, or documents referring to, AADE's Chief Customs Auditor Aikaterini Vlachopoulou of the Piraeus Regional Customs Office (2 Karaoli & Dimitriou Street, 185 31 Piraeus) must be preserved, as must any correspondence or documents relating to interactions with AADE's external legal advisors at the law firm of Meridian & Drakos Dikigiriko Grafeio (15 Stadiou Street, 105 62 Athens), including communications with Panagiotis Drakos (Senior Partner, Athens Bar Registration No. 29481) or Irini Konstantinou (Associate). Any documents reflecting TSL's awareness of, or response to, communications between AADE and its external legal advisors regarding the Dispute must also be preserved.
F. Category F: Financial and Accounting Records
TSL must preserve all financial records relating to the equipment imports that are the subject of the Dispute, including but not limited to general ledger entries, journal entries, accounts payable records, payment authorization forms, bank statements, wire transfer records, foreign exchange transaction records, letters of credit, and fixed asset register entries.
TSL must preserve all records relating to the capitalization, depreciation, amortization, and accounting treatment of the imported equipment, encompassing the full complement of forty-seven (47) units across all equipment categories (twelve (12) STS gantry cranes, eighteen (18) RTG cranes, eight (8) ASC systems, and the spare parts, software, and commissioning services bundle under Contract HHI-TSL-2021-004), including any workpapers, memoranda, or analyses prepared by TSL's accounting personnel or external auditors in connection with the accounting treatment of the imported assets.
TSL must further preserve all records relating to the accounting treatment of the technology license fees (€4,900,000 under the TLA), the Nereus procurement coordination fees (€2,940,000 under the Procurement Services Agreement), and the commissioning services (€2,100,000 under Contract HHI-TSL-2021-004), including any analysis of whether such amounts were capitalized as part of the cost of the imported equipment or expensed, and the rationale for the accounting treatment adopted.
TSL must preserve all records relating to its financial covenants under the €75,000,000 revolving credit facility with Compass Maritime Bank SA ("Compass"), with registered offices at 5 Kolokotroni Street, 105 62 Athens, Greece, established pursuant to a revolving credit facility agreement dated September 1, 2020 (the "Credit Facility"), including:
•  All calculations and workpapers relating to the Net Debt / EBITDA ratio covenant (covenant maximum: 3.5×; current ratio as of December 31, 2022: 2.9×, as most recently reported to Compass);
•  All material litigation disclosure provided to Compass in connection with the Dispute, including the disclosure made on or about October 3, 2022 (noting that the Credit Facility's material litigation disclosure threshold is €2,000,000);
•  All correspondence with Andreas Papathanasiou, Relationship Manager, Shipping & Logistics Division, Compass Maritime Bank SA, or with any other Compass personnel, regarding the Dispute, the Assessment Notices, or TSL's financial condition in light of the Dispute; and
•  All compliance certificates, officer's certificates, and other periodic reports submitted to Compass under the Credit Facility.
TSL must also preserve all TSL financial statements, including the audited financial statements for fiscal year 2021 (reflecting annual revenue of €387.2 million), any interim or quarterly financial statements through the date of this Notice, and all supporting workpapers, schedules, and audit files. Additionally, TSL must preserve all records relating to the VAT treatment of the imported equipment under TSL's Greek Tax Identification Number (AFM: 094827361), including VAT return filings, input tax credit calculations, and any correspondence with AADE regarding VAT on the imported equipment (noting the applicable Greek VAT rate of 24%).
G. Category G: Insurance Records
TSL must preserve all records relating to the financial lines insurance policy issued by Oceanos Underwriters SA (the "Oceanos Policy"), bearing Policy Number OCU-FIN-2021-GR-0487, including the full policy document (declarations page, insuring agreements, conditions, and exclusions), all endorsements, amendments, binders, and renewal documents.
TSL must specifically preserve all documents relating to the customs and excise duty disputes sublimit of €3,000,000 and the applicable retention/deductible of €250,000, including any coverage analyses, reserve calculations, or internal memoranda relating to the potential applicability of the Oceanos Policy to the Dispute.
TSL must preserve all correspondence with Aether Insurance Brokers Limited ("Aether"), with offices at 30 St Mary Axe, London EC3A 8BF, United Kingdom, including all communications with Fiona Hartwell, Senior Account Executive, or any other Aether personnel, regarding the placement, renewal, or claims under the Oceanos Policy.
The claim notification filed with Oceanos on or about October 15, 2022 must be preserved, along with all supporting documentation submitted in connection therewith. TSL must also preserve the reservation of rights letter issued by Oceanos dated November 22, 2022, together with all subsequent correspondence between TSL, Aether, and Oceanos regarding coverage, the reservation of rights, or any other matter relating to the claim.
Any internal TSL documents relating to the insurance claim, including coverage analyses, loss quantification memoranda, discussions with insurance advisors or brokers, and management reports regarding the status of the claim, must also be preserved.
II. IMMEDIATE ACTIONS REQUIRED
The following actions must be taken by TSL immediately upon receipt of this Notice and, in any event, no later than five (5) business days from the date hereof. Each action is mandatory and must be documented in writing and confirmed to the undersigned.
A. Suspend Document Destruction Policies
TSL must immediately suspend any and all document destruction, retention, recycling, or purging policies, protocols, schedules, or practices that might result in the deletion, destruction, alteration, or loss of any documents falling within any of the seven categories described in Section I above. This suspension includes, without limitation:
•  Any automated email purging or archival policies, including policies governing the deletion of emails older than a specified period or exceeding a specified mailbox size;
•  Any data retention cycling, scheduled deletion, or automated overwriting of electronic files stored on local drives, network shared drives, cloud-based storage platforms (including but not limited to Crestline Software, Sundial Systems, Cobalt Ridge Systems, or Larkspur Technologies), or any other electronic storage medium;
•  Any scheduled recycling or overwriting of backup tapes, disk images, or archived data sets; and
•  Any physical document destruction, including shredding, disposal, or removal of paper files from storage facilities.
The suspension of these policies must remain in effect until further written notice from Calderwood & Harkness LLP. TSL's IT department and any third-party service providers responsible for data management, backup, or archival services must be promptly notified of this suspension and must confirm in writing their compliance therewith.
B. Identify All Custodians
TSL must promptly identify all TSL employees, officers, directors, agents, consultants, and contractors who may possess, have access to, or have custody or control of documents relevant to any of the categories described in Section I. Each such individual (a "Custodian") must be individually notified of this preservation obligation and must acknowledge receipt of this notice in writing.
Particular attention should be given to identifying Custodians within the following departments and functions:
•  Procurement and supply chain management;
•  Finance, accounting, and treasury;
•  Information technology and data management;
•  Terminal operations and engineering;
•  Executive management and the office of the CEO; and
•  Legal and compliance (including external advisors).
TSL should prepare and maintain a written log of all Custodians identified, including each Custodian's name, title, department, and a description of the categories of relevant documents believed to be in their possession or under their control. A copy of this log should be provided to the undersigned within ten (10) business days of the date of this Notice.
C. Preserve All Electronic Data
TSL must take all necessary steps to preserve all electronic data that falls within the scope of the preservation obligation described in Section I. This includes, without limitation:
•  Emails (including sent items, received items, drafts, deleted items, and archived items) in all email systems used by TSL, including Hollowell Systems, Strathmore Data Systems, web-based email services, and any personal email accounts used by Custodians for TSL business;
•  Files stored on shared network drives, local hard drives, removable storage media (including USB drives, external hard drives, and optical discs), and cloud-based storage platforms;
•  Data stored on mobile devices, including smartphones and tablets, encompassing text messages (SMS and MMS), instant messages (via Meridian Services Inc., Viber, Harborline Technologies, Kestrel Data Systems, Northgate Data Systems, Meridian Solutions, or any other messaging application), photographs, videos, and call logs;
•  Database records in enterprise resource planning ("ERP") systems, accounting systems, procurement management systems, and any other databases maintained by TSL;
•  Backup tapes, disk images, and archived data, which must not be recycled, overwritten, or destroyed; and
•  Metadata associated with all electronic documents, including file creation dates, modification dates, author information, and access logs.
TSL's IT personnel must ensure that no relevant electronic data is overwritten, deleted, altered, or otherwise lost, whether through automated processes, user actions, or system maintenance activities. Where necessary, TSL should implement litigation hold measures at the system level, including the suspension of auto-delete functions, the activation of legal hold features in email and document management systems, and the creation of forensic images of relevant data repositories.
D. Secure Physical Records
TSL must secure all physical records relating to the categories described in Section I, including paper files, original signed contracts, correspondence, invoices, handwritten notes, drawings, photographs, and any other tangible documents. These records should be collected, inventoried, and stored in a secure, access-controlled location. TSL must take appropriate measures to prevent unauthorized access to, alteration of, or destruction of physical records, and must ensure that physical records are protected from environmental hazards such as fire, water damage, and degradation.
Original signed documents, including the four Hailong master purchase contracts, the Procurement Services Agreement with Nereus, the Technology License Agreement, and the Customs Brokerage Agreement with Peloros, are of particular evidentiary significance and must be preserved in their original form.
E. Notify Key Personnel
This preservation notice must be distributed promptly to, at a minimum, the following individuals:
•  Nikolaos Andreadis, Chairman & Chief Executive Officer;
•  Elena Papadimitriou, Chief Financial Officer;
•  Dimitrios Sarantopoulos, VP Procurement & Supply Chain;
•  TSL's General Counsel or the head of TSL's Legal Department (if applicable);
•  TSL's IT Director or Chief Information Officer;
•  All relevant procurement, finance, accounting, and operations personnel who were involved in any aspect of the Hailong equipment procurement, the Nereus engagement, the TLA negotiation, the customs clearance process, or the response to the AADE audit; and
•  Any other employees, officers, directors, agents, or contractors who participated in, had knowledge of, or possess documents relating to any of the matters described in Section I.
Each individual to whom this Notice is distributed must acknowledge receipt in writing (email is sufficient) and confirm their understanding of and commitment to comply with the preservation obligations described herein. Copies of all such acknowledgments should be forwarded to the undersigned.
III. DURATION OF PRESERVATION OBLIGATION
The preservation obligation set forth in this Notice remains in full force and effect until further written notice from Calderwood & Harkness LLP. The undersigned will advise TSL in writing when the preservation obligation may be modified, narrowed, or lifted, in whole or in part, based on the status and progression of the Dispute.
TSL must not assume that the preservation obligation has expired or been superseded simply because a period of time has elapsed, because a particular phase of the proceedings has concluded, or because the matter appears to be inactive. The obligation is continuing and must be actively maintained until expressly released in writing by Calderwood & Harkness LLP.
TSL should implement periodic compliance checks to ensure that all Custodians continue to comply with the preservation obligation and that no documents or data have been inadvertently destroyed, deleted, or lost. Any incidents of inadvertent destruction or loss of potentially relevant documents must be reported immediately to the undersigned.
IV. CONSEQUENCES OF NON-COMPLIANCE
We are obligated to advise TSL of the serious consequences that may result from a failure to comply with the preservation obligations described in this Notice. Such consequences may include, without limitation:
(a) Adverse inferences: A court or administrative tribunal may draw adverse inferences against TSL based on the destruction or loss of relevant documents, including an inference that the destroyed documents would have been unfavorable to TSL's position in the Dispute;
(b) Sanctions and penalties: TSL may be subject to sanctions, penalties, or other adverse rulings in administrative or judicial proceedings, including proceedings before the DED, the Administrative Court of First Instance of Piraeus, or any appellate tribunal with jurisdiction over the Dispute;
(c) Damage to credibility: The destruction or loss of relevant documents may materially damage TSL's credibility before the decision-making authority and undermine TSL's litigation position;
(d) Spoliation claims: Opposing parties, including the AADE, may assert independent claims or motions based on the spoliation of evidence, which could result in additional liability, costs, and reputational harm; and
(e) Personal liability: Individuals who destroy, conceal, alter, or fail to preserve relevant documents after receiving this Notice may be subject to personal liability, including civil and potentially criminal sanctions under applicable Greek and European Union law.
We trust that TSL and all recipients of this Notice appreciate the gravity of these potential consequences and will take all necessary steps to ensure full compliance.
V. QUESTIONS AND CONTACT INFORMATION
If you have any questions about the scope of this preservation obligation, or if you become aware of any relevant documents that may be at risk of destruction, deletion, alteration, or loss, please contact the following members of the Calderwood & Harkness team immediately:
Christy Bauer, Senior Associate (Lead Associate, IP Group)
Email: christy.bauer@calderwoodharkness.com
Garrett Simmons, Associate (Working Associate, Tax Group)
Email: garrett.simmons@calderwoodharkness.com
James Prentice (Responsible Partner) should be copied on any substantive communications relating to the Dispute or this preservation obligation:
James Prentice, Partner
Email: james.prentice@calderwoodharkness.com
Please do not hesitate to reach out with any questions or concerns, regardless of how minor they may appear. Prompt communication is essential to ensure the integrity of TSL's preservation efforts and the protection of TSL's interests in the Dispute.
We thank you for your prompt attention to this important matter. The preservation obligations set forth in this Notice are critical to TSL's ability to effectively defend against the Assessment Notices and to protect TSL's interests in all related administrative and judicial proceedings. We urge each of you to treat compliance with this Notice as a matter of the highest priority, and to ensure that all relevant personnel within TSL are made aware of and adhere to these obligations without delay.
We look forward to your written confirmation of receipt of this Notice and of the implementation of the immediate actions described in Section II.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
James Prentice Partner
By: ________
Christy Bauer Senior Associate
cc: Calderwood & Harkness LLP File (C&H-2022-ITS-04781)