1044-00007 · Client 1044 · Correspondence

document-request-letter.docx DOCUMENT Litigation

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED

Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, New York 10022

August 8, 2022

VIA EMAIL (d.karavelis@thalassasl.gr)

Ms. Dimitra Karavelis-Stavrou General Counsel & Chief Compliance Officer Thalassa Shipping & Logistics SA 14 Poseidonos Avenue Piraeus 185 31, Greece

Re: Document Request — FCPA Internal Review, Matter No. 1044-00007

Dear Ms. Karavelis-Stavrou:

We write in connection with Calderwood & Harkness LLP's engagement by Thalassa Shipping & Logistics SA ("TSL") to conduct an internal review of certain payments and practices involving TSL's West African subsidiaries. As discussed in our Preliminary Scoping Memorandum dated August 1, 2022, and during the follow-up call among you, Mr. Fitsakis, Victoria Chambers, and Howard Quinn on August 4, 2022, we have now identified the specific categories of documents and information that we require in order to advance the internal review. This letter sets forth those categories in detail.

As you are aware, the focus of the internal review is the nature, timing, and business purpose of payments made by Thalassa West Africa SARL ("TWA") and Thalassa Nigeria Limited ("TNL") to Goldenshore Maritime Consultants Ltd. ("Goldenshore") under the Port Agency and Facilitation Services Agreement dated March 1, 2018 (the "Goldenshore Agreement"), and the adequacy of the internal controls, due diligence, and compliance procedures that surrounded the Goldenshore engagement. The review is being conducted under the direction of outside counsel in order to preserve attorney-client privilege and work-product protections to the fullest extent permitted by applicable law.

We request that responsive documents be produced on a rolling basis as they are identified and collected, with a target date for substantial completion of the initial production of September 1, 2022. We understand that certain categories of documents may require additional time due to local-law considerations, the need for translation, or the involvement of third-party custodians. We ask that TSL, TWA, and TNL identify any anticipated delays as early as practicable so that we may adjust our review timeline accordingly.

The categories of documents and information requested are set forth below. Unless otherwise specified, each request covers the period from January 1, 2018, through the date of this letter. Where a request calls for "correspondence," that term includes, without limitation, emails, letters, memoranda, text messages, Meridian Services Inc. messages, signal messages, and communications on any other messaging platform, whether transmitted via corporate or personal accounts or devices.

CATEGORY 1: GOLDENSHORE MARITIME CONSULTANTS LTD.

1.1 The complete executed copy of the Port Agency and Facilitation Services Agreement dated March 1, 2018, between TWA and/or TNL, on the one hand, and Goldenshore, on the other hand, including all exhibits, schedules, addenda, amendments, side letters, statements of work, and any renewal notices issued under or in connection with such agreement. We note that Section 12.2 of the Goldenshore Agreement provides for automatic renewal for successive one-year periods unless either party delivers written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term. Based on our preliminary understanding, the agreement has auto-renewed on each annual anniversary and is currently in effect through February 28, 2023. Please confirm whether this understanding is correct and produce any correspondence relating to the renewal or proposed non-renewal of the agreement.

1.2 All invoices submitted by Goldenshore to TWA and/or TNL from March 1, 2018, through the present date. This request encompasses both: (a) commission invoices reflecting the 3.5% commission on total port disbursements handled by Goldenshore, as provided under the fee schedule set forth in Schedule B to the Goldenshore Agreement; and (b) all invoices characterized as "expediting fees" or otherwise described as covering "Port Expedition and Government Liaison Services," or any substantially similar description. For each invoice, we also request all accompanying support documentation, including but not limited to work orders, purchase orders, receipts, time records, activity logs, narrative descriptions of services rendered, and any internal memoranda or approval forms generated in connection with the processing or payment of such invoice. Based on preliminary information provided by TWA's Finance Manager, we estimate the total population of responsive invoices to be approximately 150 to 200 invoices, with individual invoices ranging in amount from approximately €4,500 to €18,750 and with a typical frequency of two to five invoices per month. We ask that the invoices be produced in chronological order and, where possible, matched to corresponding payment records.

1.3 All correspondence between any employee, officer, director, or agent of TWA or TNL, on the one hand, and any representative, employee, officer, director, or agent of Goldenshore, on the other hand, including, without limitation, all communications with or involving Kofi Mensah Asante (identified as Principal and Director of Goldenshore) and Moussa Diallo (identified as a 40% shareholder of Goldenshore). This request covers communications on all platforms, including corporate email, personal email, letter correspondence, Meridian Services Inc., Signal, Kestrel Data Systems, and any other messaging application, whether stored on corporate systems, personal devices, or cloud-based accounts. To the extent that any responsive communications reside on personal devices of TWA or TNL employees, we ask that TSL take appropriate steps, consistent with applicable local law, to collect such communications and produce them in this review.

1.4 All due diligence, know-your-customer ("KYC"), or background-check materials prepared or obtained by TSL, TWA, or TNL at any time in connection with the engagement of Goldenshore, including but not limited to: (a) any vendor onboarding or qualification forms submitted by Goldenshore; (b) any third-party due diligence reports (whether prepared by an outside vendor such as Sundial Advisors, Bramwell Management Consulting, or any similar provider, or prepared internally); (c) any assessment, analysis, or documentation of the beneficial ownership structure of Goldenshore; (d) any assessment or inquiry into the government affiliations, if any, of Goldenshore's principals, shareholders, or employees, including Kofi Mensah Asante and Moussa Diallo; (e) any anti-corruption risk-rating or risk-scoring documentation; and (f) any internal memoranda, emails, or other records reflecting the decision to engage Goldenshore or approving the terms of the Goldenshore Agreement.

1.5 Goldenshore's corporate registry filings with the Ghana Registrar-General's Department, including but not limited to the Certificate of Incorporation, Certificate to Commence Business, Regulations (articles of incorporation or constitution), all annual returns filed since incorporation, and any filings reflecting changes in shareholding, directorship, registered office, or stated capital. We understand that Goldenshore is registered at 12 Independence Avenue, Tema New Town, Tema, Ghana. To the extent that TSL, TWA, or TNL has copies of these filings in its possession, custody, or control, we ask that they be produced. To the extent that additional filings must be obtained from the Ghana Registrar-General's Department or from Goldenshore itself, please advise so that we can coordinate the retrieval.

CATEGORY 2: FINANCIAL RECORDS

2.1 Complete bank statements for TWA's operating account at Banque Equatoriale de Commerce SA, Abidjan, Côte d'Ivoire, for the period from January 1, 2018, through the present date. This request includes all monthly or periodic account statements, whether in paper or electronic format, as well as any supplemental schedules, debit and credit advices, and transaction-level detail available from the bank.

2.2 Complete bank statements for TNL's operating accounts maintained at any financial institution in Nigeria for the period from January 1, 2018, through the present date. As with Request 2.1 above, this request includes all monthly or periodic statements, debit and credit advices, and transaction-level detail. If TNL maintains accounts at more than one financial institution, please produce statements for all such accounts and identify the institution at which each account is held.

2.3 Wire-transfer confirmations, SWIFT messages (MT103s or equivalent), and any related remittance advice for all transfers from TWA and/or TNL to Goldenshore, or to any bank account beneficially owned or controlled by Goldenshore, Kofi Mensah Asante, or Moussa Diallo. We understand that Goldenshore's primary receiving account is maintained at Ashanti Continental Bank in Tema, Ghana. We further understand, based on preliminary information, that at least fourteen (14) wire transfers were routed through the New York branch of Meridian Atlantic Bank NA, which served as a U.S. dollar correspondent bank for one or more of the transactions, and that the aggregate amount of these U.S.-dollar-denominated transfers totals approximately $423,000. The involvement of a U.S. correspondent bank is of particular significance to the jurisdictional analysis under the Foreign Corrupt Practices Act and, accordingly, we ask that special priority be given to locating and producing the SWIFT confirmations and related records for these transactions.

2.4 TWA petty-cash ledgers, cash-disbursement journals, and all supporting vouchers, receipts, and authorization forms for the period from January 1, 2018, through the present date. This request includes any documentation reflecting cash payments to port authority officials, customs officers, inspection agents, or any other government officials, whether or not such payments were made through or at the direction of Goldenshore.

2.5 TNL petty-cash ledgers, cash-disbursement journals, and all supporting vouchers, receipts, and authorization forms for the period from January 1, 2018, through the present date. As with Request 2.4, this request includes any documentation reflecting cash payments to government officials in Nigeria, whether or not made through or at the direction of Goldenshore.

2.6 TWA and TNL general ledgers and trial balances for fiscal years 2018, 2019, 2020, and 2021, as well as year-to-date general ledgers and trial balances for fiscal year 2022 through the most recently closed accounting period. Please ensure that the general ledgers include sufficient chart-of-account detail to identify the account classification and sub-classification of all entries relating to payments to Goldenshore, port-related expenses, government liaison expenses, and any account or expense category in which "expediting fees," "facilitation payments," or similar charges have been recorded.

CATEGORY 3: OPERATIONAL RECORDS

3.1 TWA and TNL vessel-call logs for the following ports: (a) Abidjan, Côte d'Ivoire; (b) San Pedro, Côte d'Ivoire; (c) Lagos, Nigeria (including the Apapa and Tin Can Island port complexes); and (d) Tema, Ghana, for the period from January 1, 2018, through the present date. For each vessel call, the logs should include, at a minimum, the following information: vessel name, IMO number (if available), date and time of arrival, date and time of departure, berth or terminal assigned, cargo type and volume, and any notation or flag regarding priority berthing, expedited processing, or special handling arrangements. We are particularly interested in any instances in which vessels received berthing priority or accelerated customs or inspection clearance, and any contemporaneous documentation reflecting the basis for such priority treatment.

3.2 Customs-clearance records for all cargo processed by TWA and TNL during the period from January 1, 2018, through the present date, including, without limitation, all customs declarations (import and export), duty-payment receipts, tariff-classification worksheets, inspection reports, and any correspondence with customs authorities. If TWA or TNL utilized a customs broker other than Goldenshore for any portion of its clearance activities, please identify the broker and produce any responsive records.

3.3 Records of any container-inspection fee waivers, reductions, or exemptions obtained by or on behalf of TWA or TNL during the period from January 1, 2018, through the present date. This request includes any written approvals or directives from port or customs authorities, any internal TWA or TNL communications discussing such waivers or reductions, and any records reflecting the financial value of the waiver or reduction obtained.

CATEGORY 4: COMPLIANCE AND GOVERNANCE

4.1 TSL's Global Anti-Bribery Policy, including the version adopted in November 2016 and any subsequent revisions, amendments, or supplements thereto. If separate or supplemental anti-corruption policies were adopted or distributed to TWA or TNL (including any region-specific or country-specific guidance), please produce those as well.

4.2 Records of any anti-corruption or FCPA-related training provided to TWA or TNL employees at any time from January 1, 2016, through the present date, including: (a) attendance lists or sign-in sheets; (b) copies of training materials, slide decks, handouts, or reference guides; (c) records of any online or computer-based training modules assigned or completed; (d) any certifications or attestations signed by participants upon completion of training; and (e) any communications from TSL headquarters to TWA or TNL management regarding the scheduling, content, or follow-up associated with such training.

4.3 Records of any prior internal audits, external audits, or compliance reviews of TWA or TNL, whether conducted by TSL's internal audit function, its external auditors, or any third-party consultant. This request includes final audit reports, management letters, findings summaries, remediation plans, and any follow-up correspondence regarding the resolution of identified issues. We are particularly interested in any audit findings relating to vendor management, third-party payments, petty-cash controls, or anti-corruption compliance.

4.4 Current and historical organizational charts for TWA and TNL, including all reporting lines to TSL headquarters. In addition, please produce any delegation-of-authority matrices, approval-authority tables, or documented approval workflows governing the initiation, review, and authorization of vendor payments, including any thresholds or escalation procedures applicable to payments to third-party agents or consultants.

4.5 Any reports, memoranda, correspondence, or other documents relating to the whistleblower complaint that is the subject of this internal review, other than the letter dated June 3, 2022, from Hartwell & Crane PLLC to TSL's Board of Directors, a copy of which Calderwood & Harkness already has on file. For context, we note the following: the whistleblower complaint was received by you on June 7, 2022; a tip was filed with the U.S. Securities and Exchange Commission on or about May 15, 2022, and assigned TCR No. 2022-WB-08341; and counsel for the whistleblower (referred to herein as "WB-1") is Marcus Hartwell of Hartwell & Crane PLLC, 1225 Connecticut Avenue NW, Suite 800, Washington, DC 20036. This request covers any internal TSL communications discussing the whistleblower complaint, any preliminary fact-finding or inquiry conducted prior to TSL's engagement of Calderwood & Harkness, and any communications with Hartwell & Crane or any governmental authority regarding the complaint.

CATEGORY 5: PERSONNEL

5.1 Complete employment files, including all personnel records, for the following individuals:

(a) Cédric Anouma — Managing Director, Thalassa West Africa SARL. Mr. Anouma is an Ivorian national, approximately 44 years of age, and has been employed by Thalassa since 2011. His employment file should include, without limitation, his employment agreement, offer letter, compensation history, performance evaluations, disciplinary records (if any), and any records relating to his hiring, promotion, or assignment to the Managing Director role.

(b) Emeka Obiora — Country Manager, Thalassa Nigeria Limited. Mr. Obiora is a Nigerian national, approximately 51 years of age, and has been employed by Thalassa since 2014. Please produce his employment file with the same scope and detail as described in subpart (a) above.

(c) Yves Kouadio — Finance Manager, Thalassa West Africa SARL, based in Abidjan. Please produce his complete employment file.

(d) Adama Coulibaly — Operations Coordinator, Thalassa West Africa SARL, based in Abidjan. Please produce her complete employment file.

5.2 Any annual compliance certifications, conflict-of-interest disclosure forms, or similar attestations signed by any of the individuals identified in Request 5.1 above, for each year from 2016 through the present. This includes any certifications required under TSL's Global Anti-Bribery Policy or any related compliance program, as well as any separate conflict-of-interest disclosure required under TSL, TWA, or TNL corporate governance policies.

CROSS-REFERENCE TO LITIGATION HOLD

We remind you that this document request is subject to and should be read in conjunction with the Document Preservation and Litigation Hold Memorandum issued by Calderwood & Harkness on July 5, 2022 (the "Litigation Hold Memo"). The Litigation Hold Memo remains in full force and effect, and all obligations set forth therein — including the obligation to preserve and refrain from deleting, destroying, modifying, or discarding potentially relevant documents and data — continue to apply to TSL, TWA, TNL, and all individuals identified as custodians in the Litigation Hold Memo.

All responsive materials should be produced in native electronic format wherever possible. Documents originally created in Microsoft Word, Excel, Northgate Services Inc., or similar applications should be produced in their native format with all associated metadata intact. Email communications should be produced in .pst, .msg, or .eml format, as applicable. Hard-copy documents that do not exist in electronic form should be scanned to searchable PDF (OCR-processed) at a resolution of no less than 300 dpi and produced with Bates-number stamping. If documents exist in languages other than English, please produce the documents in the original language; we will coordinate translation as needed.

DATA-PRIVACY AND LOCAL-LAW COORDINATION

We acknowledge and appreciate the data-privacy considerations that you raised during the July 11 kick-off call with the Calderwood & Harkness team, Papadakis & Lekkas LLP, and Okafor Bassey & Partners. We understand that the collection, processing, and cross-border transfer of personal data in connection with this review may implicate the EU General Data Protection Regulation (Regulation (EU) 2016/679), Greek implementing legislation, Nigerian data-protection laws (including the Nigeria Data Protection Regulation 2019 and the Nigeria Data Protection Act 2023), and Ivorian data-privacy law (Loi n° 2013-450 du 19 juin 2013 relative à la protection des données à caractère personnel).

To address these considerations, we are coordinating with the following local counsel:

• Greece: Papadakis & Lekkas LLP, 28 Vasilissis Sofias Avenue, Athens 106 74, Greece (lead partner: Stavros Lekkas), who will advise on Greek-law data-privacy requirements, including any required Data Protection Impact Assessments and the lawful basis for cross-border transfers of employee personal data to the United States.

• Nigeria: Okafor Bassey & Partners, 4th Floor, Marina Towers, 22 Marina Street, Lagos Island, Lagos, Nigeria (lead partner: Ngozi Okafor), who will advise on Nigerian data-protection requirements applicable to the collection and transfer of TNL employee data and financial records.

• Côte d'Ivoire: Ivorian local counsel will be engaged as needed to ensure compliance with Loi n° 2013-450 and the requirements of the Autorité de Régulation des Télécommunications/TIC de Côte d'Ivoire (ARTCI). We will notify you promptly once local counsel has been retained and will coordinate any required filings or authorizations with their assistance.

We ask that you refrain from transferring any personal data of TWA or TNL employees outside of their country of origin until we have confirmed the appropriate legal basis and any necessary safeguards for such transfer. In the interim, documents containing personal data may be staged locally for review by authorized personnel, and we will work with local counsel to implement any required data-processing agreements or standard contractual clauses.

CLOSING

We appreciate TSL's cooperation in this matter and recognize the significant effort that will be required to identify, collect, and produce the documents described above. We are committed to working with you and your team to manage this process as efficiently as possible while ensuring the thoroughness and integrity of the review.

Should you have any questions regarding the scope, format, or prioritization of any of the requests set forth in this letter, please do not hesitate to contact Victoria Chambers (vchambers@calderwoodharkness.com; +1 (212) 555-0147) or Jasmine Thornton (jthornton@calderwoodharkness.com; +1 (212) 555-0152). We are available to discuss any of these requests at your convenience and can arrange a call to address any open items.

We look forward to receiving the initial rolling production and to continuing our productive dialogue with you and the TSL team.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Victoria Chambers Partner, White Collar & Investigations vchambers@calderwoodharkness.com +1 (212) 555-0147

cc (via email):

Alexandros Fitsakis, Chief Financial Officer, Thalassa Shipping & Logistics SA Howard Quinn, Calderwood & Harkness LLP Jasmine Thornton, Calderwood & Harkness LLP Liam Donahue, Calderwood & Harkness LLP

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED
Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, New York 10022
August 8, 2022
VIA EMAIL (d.karavelis@thalassasl.gr)
Ms. Dimitra Karavelis-Stavrou General Counsel & Chief Compliance Officer Thalassa Shipping & Logistics SA 14 Poseidonos Avenue Piraeus 185 31, Greece
Re: Document Request — FCPA Internal Review, Matter No. 1044-00007
Dear Ms. Karavelis-Stavrou:
We write in connection with Calderwood & Harkness LLP's engagement by Thalassa Shipping & Logistics SA ("TSL") to conduct an internal review of certain payments and practices involving TSL's West African subsidiaries. As discussed in our Preliminary Scoping Memorandum dated August 1, 2022, and during the follow-up call among you, Mr. Fitsakis, Victoria Chambers, and Howard Quinn on August 4, 2022, we have now identified the specific categories of documents and information that we require in order to advance the internal review. This letter sets forth those categories in detail.
As you are aware, the focus of the internal review is the nature, timing, and business purpose of payments made by Thalassa West Africa SARL ("TWA") and Thalassa Nigeria Limited ("TNL") to Goldenshore Maritime Consultants Ltd. ("Goldenshore") under the Port Agency and Facilitation Services Agreement dated March 1, 2018 (the "Goldenshore Agreement"), and the adequacy of the internal controls, due diligence, and compliance procedures that surrounded the Goldenshore engagement. The review is being conducted under the direction of outside counsel in order to preserve attorney-client privilege and work-product protections to the fullest extent permitted by applicable law.
We request that responsive documents be produced on a rolling basis as they are identified and collected, with a target date for substantial completion of the initial production of September 1, 2022. We understand that certain categories of documents may require additional time due to local-law considerations, the need for translation, or the involvement of third-party custodians. We ask that TSL, TWA, and TNL identify any anticipated delays as early as practicable so that we may adjust our review timeline accordingly.
The categories of documents and information requested are set forth below. Unless otherwise specified, each request covers the period from January 1, 2018, through the date of this letter. Where a request calls for "correspondence," that term includes, without limitation, emails, letters, memoranda, text messages, Meridian Services Inc. messages, signal messages, and communications on any other messaging platform, whether transmitted via corporate or personal accounts or devices.
CATEGORY 1: GOLDENSHORE MARITIME CONSULTANTS LTD.
1.1 The complete executed copy of the Port Agency and Facilitation Services Agreement dated March 1, 2018, between TWA and/or TNL, on the one hand, and Goldenshore, on the other hand, including all exhibits, schedules, addenda, amendments, side letters, statements of work, and any renewal notices issued under or in connection with such agreement. We note that Section 12.2 of the Goldenshore Agreement provides for automatic renewal for successive one-year periods unless either party delivers written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term. Based on our preliminary understanding, the agreement has auto-renewed on each annual anniversary and is currently in effect through February 28, 2023. Please confirm whether this understanding is correct and produce any correspondence relating to the renewal or proposed non-renewal of the agreement.
1.2 All invoices submitted by Goldenshore to TWA and/or TNL from March 1, 2018, through the present date. This request encompasses both: (a) commission invoices reflecting the 3.5% commission on total port disbursements handled by Goldenshore, as provided under the fee schedule set forth in Schedule B to the Goldenshore Agreement; and (b) all invoices characterized as "expediting fees" or otherwise described as covering "Port Expedition and Government Liaison Services," or any substantially similar description. For each invoice, we also request all accompanying support documentation, including but not limited to work orders, purchase orders, receipts, time records, activity logs, narrative descriptions of services rendered, and any internal memoranda or approval forms generated in connection with the processing or payment of such invoice. Based on preliminary information provided by TWA's Finance Manager, we estimate the total population of responsive invoices to be approximately 150 to 200 invoices, with individual invoices ranging in amount from approximately €4,500 to €18,750 and with a typical frequency of two to five invoices per month. We ask that the invoices be produced in chronological order and, where possible, matched to corresponding payment records.
1.3 All correspondence between any employee, officer, director, or agent of TWA or TNL, on the one hand, and any representative, employee, officer, director, or agent of Goldenshore, on the other hand, including, without limitation, all communications with or involving Kofi Mensah Asante (identified as Principal and Director of Goldenshore) and Moussa Diallo (identified as a 40% shareholder of Goldenshore). This request covers communications on all platforms, including corporate email, personal email, letter correspondence, Meridian Services Inc., Signal, Kestrel Data Systems, and any other messaging application, whether stored on corporate systems, personal devices, or cloud-based accounts. To the extent that any responsive communications reside on personal devices of TWA or TNL employees, we ask that TSL take appropriate steps, consistent with applicable local law, to collect such communications and produce them in this review.
1.4 All due diligence, know-your-customer ("KYC"), or background-check materials prepared or obtained by TSL, TWA, or TNL at any time in connection with the engagement of Goldenshore, including but not limited to: (a) any vendor onboarding or qualification forms submitted by Goldenshore; (b) any third-party due diligence reports (whether prepared by an outside vendor such as Sundial Advisors, Bramwell Management Consulting, or any similar provider, or prepared internally); (c) any assessment, analysis, or documentation of the beneficial ownership structure of Goldenshore; (d) any assessment or inquiry into the government affiliations, if any, of Goldenshore's principals, shareholders, or employees, including Kofi Mensah Asante and Moussa Diallo; (e) any anti-corruption risk-rating or risk-scoring documentation; and (f) any internal memoranda, emails, or other records reflecting the decision to engage Goldenshore or approving the terms of the Goldenshore Agreement.
1.5 Goldenshore's corporate registry filings with the Ghana Registrar-General's Department, including but not limited to the Certificate of Incorporation, Certificate to Commence Business, Regulations (articles of incorporation or constitution), all annual returns filed since incorporation, and any filings reflecting changes in shareholding, directorship, registered office, or stated capital. We understand that Goldenshore is registered at 12 Independence Avenue, Tema New Town, Tema, Ghana. To the extent that TSL, TWA, or TNL has copies of these filings in its possession, custody, or control, we ask that they be produced. To the extent that additional filings must be obtained from the Ghana Registrar-General's Department or from Goldenshore itself, please advise so that we can coordinate the retrieval.
CATEGORY 2: FINANCIAL RECORDS
2.1 Complete bank statements for TWA's operating account at Banque Equatoriale de Commerce SA, Abidjan, Côte d'Ivoire, for the period from January 1, 2018, through the present date. This request includes all monthly or periodic account statements, whether in paper or electronic format, as well as any supplemental schedules, debit and credit advices, and transaction-level detail available from the bank.
2.2 Complete bank statements for TNL's operating accounts maintained at any financial institution in Nigeria for the period from January 1, 2018, through the present date. As with Request 2.1 above, this request includes all monthly or periodic statements, debit and credit advices, and transaction-level detail. If TNL maintains accounts at more than one financial institution, please produce statements for all such accounts and identify the institution at which each account is held.
2.3 Wire-transfer confirmations, SWIFT messages (MT103s or equivalent), and any related remittance advice for all transfers from TWA and/or TNL to Goldenshore, or to any bank account beneficially owned or controlled by Goldenshore, Kofi Mensah Asante, or Moussa Diallo. We understand that Goldenshore's primary receiving account is maintained at Ashanti Continental Bank in Tema, Ghana. We further understand, based on preliminary information, that at least fourteen (14) wire transfers were routed through the New York branch of Meridian Atlantic Bank NA, which served as a U.S. dollar correspondent bank for one or more of the transactions, and that the aggregate amount of these U.S.-dollar-denominated transfers totals approximately $423,000. The involvement of a U.S. correspondent bank is of particular significance to the jurisdictional analysis under the Foreign Corrupt Practices Act and, accordingly, we ask that special priority be given to locating and producing the SWIFT confirmations and related records for these transactions.
2.4 TWA petty-cash ledgers, cash-disbursement journals, and all supporting vouchers, receipts, and authorization forms for the period from January 1, 2018, through the present date. This request includes any documentation reflecting cash payments to port authority officials, customs officers, inspection agents, or any other government officials, whether or not such payments were made through or at the direction of Goldenshore.
2.5 TNL petty-cash ledgers, cash-disbursement journals, and all supporting vouchers, receipts, and authorization forms for the period from January 1, 2018, through the present date. As with Request 2.4, this request includes any documentation reflecting cash payments to government officials in Nigeria, whether or not made through or at the direction of Goldenshore.
2.6 TWA and TNL general ledgers and trial balances for fiscal years 2018, 2019, 2020, and 2021, as well as year-to-date general ledgers and trial balances for fiscal year 2022 through the most recently closed accounting period. Please ensure that the general ledgers include sufficient chart-of-account detail to identify the account classification and sub-classification of all entries relating to payments to Goldenshore, port-related expenses, government liaison expenses, and any account or expense category in which "expediting fees," "facilitation payments," or similar charges have been recorded.
CATEGORY 3: OPERATIONAL RECORDS
3.1 TWA and TNL vessel-call logs for the following ports: (a) Abidjan, Côte d'Ivoire; (b) San Pedro, Côte d'Ivoire; (c) Lagos, Nigeria (including the Apapa and Tin Can Island port complexes); and (d) Tema, Ghana, for the period from January 1, 2018, through the present date. For each vessel call, the logs should include, at a minimum, the following information: vessel name, IMO number (if available), date and time of arrival, date and time of departure, berth or terminal assigned, cargo type and volume, and any notation or flag regarding priority berthing, expedited processing, or special handling arrangements. We are particularly interested in any instances in which vessels received berthing priority or accelerated customs or inspection clearance, and any contemporaneous documentation reflecting the basis for such priority treatment.
3.2 Customs-clearance records for all cargo processed by TWA and TNL during the period from January 1, 2018, through the present date, including, without limitation, all customs declarations (import and export), duty-payment receipts, tariff-classification worksheets, inspection reports, and any correspondence with customs authorities. If TWA or TNL utilized a customs broker other than Goldenshore for any portion of its clearance activities, please identify the broker and produce any responsive records.
3.3 Records of any container-inspection fee waivers, reductions, or exemptions obtained by or on behalf of TWA or TNL during the period from January 1, 2018, through the present date. This request includes any written approvals or directives from port or customs authorities, any internal TWA or TNL communications discussing such waivers or reductions, and any records reflecting the financial value of the waiver or reduction obtained.
CATEGORY 4: COMPLIANCE AND GOVERNANCE
4.1 TSL's Global Anti-Bribery Policy, including the version adopted in November 2016 and any subsequent revisions, amendments, or supplements thereto. If separate or supplemental anti-corruption policies were adopted or distributed to TWA or TNL (including any region-specific or country-specific guidance), please produce those as well.
4.2 Records of any anti-corruption or FCPA-related training provided to TWA or TNL employees at any time from January 1, 2016, through the present date, including: (a) attendance lists or sign-in sheets; (b) copies of training materials, slide decks, handouts, or reference guides; (c) records of any online or computer-based training modules assigned or completed; (d) any certifications or attestations signed by participants upon completion of training; and (e) any communications from TSL headquarters to TWA or TNL management regarding the scheduling, content, or follow-up associated with such training.
4.3 Records of any prior internal audits, external audits, or compliance reviews of TWA or TNL, whether conducted by TSL's internal audit function, its external auditors, or any third-party consultant. This request includes final audit reports, management letters, findings summaries, remediation plans, and any follow-up correspondence regarding the resolution of identified issues. We are particularly interested in any audit findings relating to vendor management, third-party payments, petty-cash controls, or anti-corruption compliance.
4.4 Current and historical organizational charts for TWA and TNL, including all reporting lines to TSL headquarters. In addition, please produce any delegation-of-authority matrices, approval-authority tables, or documented approval workflows governing the initiation, review, and authorization of vendor payments, including any thresholds or escalation procedures applicable to payments to third-party agents or consultants.
4.5 Any reports, memoranda, correspondence, or other documents relating to the whistleblower complaint that is the subject of this internal review, other than the letter dated June 3, 2022, from Hartwell & Crane PLLC to TSL's Board of Directors, a copy of which Calderwood & Harkness already has on file. For context, we note the following: the whistleblower complaint was received by you on June 7, 2022; a tip was filed with the U.S. Securities and Exchange Commission on or about May 15, 2022, and assigned TCR No. 2022-WB-08341; and counsel for the whistleblower (referred to herein as "WB-1") is Marcus Hartwell of Hartwell & Crane PLLC, 1225 Connecticut Avenue NW, Suite 800, Washington, DC 20036. This request covers any internal TSL communications discussing the whistleblower complaint, any preliminary fact-finding or inquiry conducted prior to TSL's engagement of Calderwood & Harkness, and any communications with Hartwell & Crane or any governmental authority regarding the complaint.
CATEGORY 5: PERSONNEL
5.1 Complete employment files, including all personnel records, for the following individuals:
(a) Cédric Anouma — Managing Director, Thalassa West Africa SARL. Mr. Anouma is an Ivorian national, approximately 44 years of age, and has been employed by Thalassa since 2011. His employment file should include, without limitation, his employment agreement, offer letter, compensation history, performance evaluations, disciplinary records (if any), and any records relating to his hiring, promotion, or assignment to the Managing Director role.
(b) Emeka Obiora — Country Manager, Thalassa Nigeria Limited. Mr. Obiora is a Nigerian national, approximately 51 years of age, and has been employed by Thalassa since 2014. Please produce his employment file with the same scope and detail as described in subpart (a) above.
(c) Yves Kouadio — Finance Manager, Thalassa West Africa SARL, based in Abidjan. Please produce his complete employment file.
(d) Adama Coulibaly — Operations Coordinator, Thalassa West Africa SARL, based in Abidjan. Please produce her complete employment file.
5.2 Any annual compliance certifications, conflict-of-interest disclosure forms, or similar attestations signed by any of the individuals identified in Request 5.1 above, for each year from 2016 through the present. This includes any certifications required under TSL's Global Anti-Bribery Policy or any related compliance program, as well as any separate conflict-of-interest disclosure required under TSL, TWA, or TNL corporate governance policies.
CROSS-REFERENCE TO LITIGATION HOLD
We remind you that this document request is subject to and should be read in conjunction with the Document Preservation and Litigation Hold Memorandum issued by Calderwood & Harkness on July 5, 2022 (the "Litigation Hold Memo"). The Litigation Hold Memo remains in full force and effect, and all obligations set forth therein — including the obligation to preserve and refrain from deleting, destroying, modifying, or discarding potentially relevant documents and data — continue to apply to TSL, TWA, TNL, and all individuals identified as custodians in the Litigation Hold Memo.
All responsive materials should be produced in native electronic format wherever possible. Documents originally created in Microsoft Word, Excel, Northgate Services Inc., or similar applications should be produced in their native format with all associated metadata intact. Email communications should be produced in .pst, .msg, or .eml format, as applicable. Hard-copy documents that do not exist in electronic form should be scanned to searchable PDF (OCR-processed) at a resolution of no less than 300 dpi and produced with Bates-number stamping. If documents exist in languages other than English, please produce the documents in the original language; we will coordinate translation as needed.
DATA-PRIVACY AND LOCAL-LAW COORDINATION
We acknowledge and appreciate the data-privacy considerations that you raised during the July 11 kick-off call with the Calderwood & Harkness team, Papadakis & Lekkas LLP, and Okafor Bassey & Partners. We understand that the collection, processing, and cross-border transfer of personal data in connection with this review may implicate the EU General Data Protection Regulation (Regulation (EU) 2016/679), Greek implementing legislation, Nigerian data-protection laws (including the Nigeria Data Protection Regulation 2019 and the Nigeria Data Protection Act 2023), and Ivorian data-privacy law (Loi n° 2013-450 du 19 juin 2013 relative à la protection des données à caractère personnel).
To address these considerations, we are coordinating with the following local counsel:
•  Greece: Papadakis & Lekkas LLP, 28 Vasilissis Sofias Avenue, Athens 106 74, Greece (lead partner: Stavros Lekkas), who will advise on Greek-law data-privacy requirements, including any required Data Protection Impact Assessments and the lawful basis for cross-border transfers of employee personal data to the United States.
•  Nigeria: Okafor Bassey & Partners, 4th Floor, Marina Towers, 22 Marina Street, Lagos Island, Lagos, Nigeria (lead partner: Ngozi Okafor), who will advise on Nigerian data-protection requirements applicable to the collection and transfer of TNL employee data and financial records.
•  Côte d'Ivoire: Ivorian local counsel will be engaged as needed to ensure compliance with Loi n° 2013-450 and the requirements of the Autorité de Régulation des Télécommunications/TIC de Côte d'Ivoire (ARTCI). We will notify you promptly once local counsel has been retained and will coordinate any required filings or authorizations with their assistance.
We ask that you refrain from transferring any personal data of TWA or TNL employees outside of their country of origin until we have confirmed the appropriate legal basis and any necessary safeguards for such transfer. In the interim, documents containing personal data may be staged locally for review by authorized personnel, and we will work with local counsel to implement any required data-processing agreements or standard contractual clauses.
CLOSING
We appreciate TSL's cooperation in this matter and recognize the significant effort that will be required to identify, collect, and produce the documents described above. We are committed to working with you and your team to manage this process as efficiently as possible while ensuring the thoroughness and integrity of the review.
Should you have any questions regarding the scope, format, or prioritization of any of the requests set forth in this letter, please do not hesitate to contact Victoria Chambers (vchambers@calderwoodharkness.com; +1 (212) 555-0147) or Jasmine Thornton (jthornton@calderwoodharkness.com; +1 (212) 555-0152). We are available to discuss any of these requests at your convenience and can arrange a call to address any open items.
We look forward to receiving the initial rolling production and to continuing our productive dialogue with you and the TSL team.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Victoria Chambers Partner, White Collar & Investigations vchambers@calderwoodharkness.com +1 (212) 555-0147
cc (via email):
Alexandros Fitsakis, Chief Financial Officer, Thalassa Shipping & Logistics SA Howard Quinn, Calderwood & Harkness LLP Jasmine Thornton, Calderwood & Harkness LLP Liam Donahue, Calderwood & Harkness LLP