PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 600 Lexington Avenue, 38th Floor New York, NY 10022
DRAFT UPJOHN WARNING SCRIPT FOR USE IN WITNESS INTERVIEWS
MATTER NO. 1044-00007
I. INTRODUCTORY METADATA
Intended Interviewees for Which This Script Is Designed:
1.  Cédric Anouma — Managing Director, Thalassa West Africa SARL (Abidjan, Côte d'Ivoire)
2.  Emeka Obiora — Country Manager, Thalassa Nigeria Limited (Lagos, Nigeria)
3.  Yves Kouadio — Finance Manager, Thalassa West Africa SARL (Abidjan, Côte d'Ivoire)
4.  Adama Coulibaly — Operations Coordinator, Thalassa West Africa SARL (Abidjan, Côte d'Ivoire)
This script has been prepared for use in connection with the above-referenced internal review. It is intended to be administered to each of the identified interviewees at the commencement of their respective interviews, as further described in the instructions set forth below.
II. PREFATORY INSTRUCTIONS TO INTERVIEWING ATTORNEYS
The following instructions govern the administration of the Upjohn warning script set forth in Section III of this document. All members of the interview team must read and familiarize themselves with these instructions before conducting any witness interview in this matter.
A. Mandatory Oral Delivery of the Full Script. The warning script set forth in Section III below must be read aloud, in its entirety, at the beginning of each interview and before any substantive questions are asked of the interviewee. No portion of the script may be omitted, summarized, or paraphrased. The interviewing attorney should read the script in a measured, unhurried manner so as to ensure that the interviewee fully comprehends each point.
B. French-Language Interviews. If the interview is to be conducted in French — which is anticipated for the interviews of Cédric Anouma, Yves Kouadio, and Adama Coulibaly, all of whom are based in Abidjan, Côte d'Ivoire — a certified French translation of this script must be used. The French translation is to be prepared in coordination with Dossou & Mensah Avocats, located in Abidjan, Côte d'Ivoire, upon reactivation of the matter and the formal retention of that firm as Ivorian local counsel. The English-language version of the script should be retained in the interview file alongside the French translation for reference purposes. The certified French translation must be reviewed and approved by Victoria Chambers and Jasmine Thornton before use.
C. Point-by-Point Verbal Acknowledgment. The interviewing attorney must obtain a clear, affirmative verbal acknowledgment from the interviewee after each numbered point of the warning script before proceeding to the next point. Acceptable forms of acknowledgment include "Yes," "I understand," or equivalent affirmative statements. If the interviewee expresses confusion, hesitation, or uncertainty as to any point, the interviewing attorney should repeat and, if necessary, further explain the point in plain terms before moving forward. Under no circumstances should the interviewing attorney proceed to the next point, or to substantive questioning, until the interviewee has affirmatively acknowledged understanding of the current point.
D. Contemporaneous Written Record. A contemporaneous written record of the administration of the Upjohn warning and the interviewee's acknowledgment of each numbered point must be maintained in the interview notes. The note-taking attorney (see Section V.C below regarding the two-attorney protocol) should document, at a minimum: (i) the date, time, and location of the interview; (ii) the names of all persons present; (iii) confirmation that the Upjohn warning was read in full; (iv) the interviewee's response to each acknowledgment prompt; and (v) any questions asked by the interviewee in response to the warning, together with the interviewing attorney's answers to those questions. This record will form part of the privileged interview file.
III. UPJOHN WARNING SCRIPT
The following script is to be read aloud in its entirety at the commencement of each interview, in accordance with the instructions set forth in Section II above.
Opening Greeting.  "Good [morning/afternoon]. Thank you for meeting with us today. We appreciate your willingness to take the time to speak with us. Before we begin our discussion, I need to explain a few important things about this interview and your participation in it. Please listen carefully, and I will ask you to confirm that you understand each point before we move on."
Point 1: Representation — We Represent the Company, Not You
"My name is [interviewing attorney's name], and I am an attorney with the law firm Calderwood & Harkness LLP. With me today is [second attorney's name], also an attorney at Calderwood & Harkness. We are here today in our capacity as outside legal counsel."
"Calderwood & Harkness LLP represents Thalassa Shipping & Logistics SA and its subsidiaries, including Thalassa West Africa SARL and Thalassa Nigeria Limited, as applicable to your role. For simplicity, I will refer to these entities collectively as 'the Company.'"
"It is important that you understand that Calderwood & Harkness LLP does not represent you personally. We are counsel to the Company, not to you as an individual. Nothing that is discussed during this interview, and nothing about your participation in this interview, creates an attorney-client relationship between you and Calderwood & Harkness LLP. We are not your lawyers, and we are not in a position to provide you with personal legal advice."
"Do you understand?"
[Wait for the interviewee to provide an affirmative verbal acknowledgment before proceeding. Record the acknowledgment in the interview notes.]
Point 2: Purpose of the Interview
"Calderwood & Harkness LLP is conducting an internal review on behalf of the Company. This internal review concerns certain payments and business practices in West Africa, including practices related to port-facilitation arrangements."
"The purpose of this interview is to gather facts that are relevant to that review. We will be asking you questions about your role, your responsibilities, and your knowledge of certain transactions and business practices. The information you provide will assist us in advising the Company."
"Do you understand?"
[Wait for the interviewee to provide an affirmative verbal acknowledgment before proceeding. Record the acknowledgment in the interview notes.]
Point 3: Attorney-Client Privilege Belongs to the Company
"I want to make sure you understand how the attorney-client privilege applies in this situation. This interview is protected by the Company's attorney-client privilege. That means that the conversation we are having today is, as a legal matter, a privileged communication between the Company and its lawyers."
"However — and this is very important — the attorney-client privilege that protects this conversation belongs to the Company. It does not belong to you individually. Because the privilege belongs to the Company, it is the Company — and only the Company — that has the right to decide whether to waive the privilege and disclose the contents of this conversation to third parties. Those third parties could include, among others, government authorities such as the United States Department of Justice or the United States Securities and Exchange Commission, or other regulators or enforcement agencies."
"In other words, the Company may choose, at its sole discretion, to share with the government or other parties what you tell us during this interview. That decision is the Company's to make, and you would not have the right to prevent the Company from making that disclosure."
"Do you understand?"
[Wait for the interviewee to provide an affirmative verbal acknowledgment before proceeding. Record the acknowledgment in the interview notes.]
Point 4: Confidentiality Obligations
"We ask that you keep the fact that this interview is taking place, as well as everything that is discussed during this interview, strictly confidential."
"Specifically, we ask that you do not discuss this interview or its subject matter with any of your coworkers, supervisors, business associates, friends, family members, or anyone else. The only exception to this is that you may discuss the interview with your own personal attorney, if you choose to retain one. We will discuss your right to retain personal counsel in a moment."
"The reason for this confidentiality request is to protect the integrity of the internal review. It is important that each person we speak with provides us with their own independent recollection, without being influenced by conversations with others about these topics."
"Do you understand?"
[Wait for the interviewee to provide an affirmative verbal acknowledgment before proceeding. Record the acknowledgment in the interview notes.]
Point 5: Right to Personal Counsel
"As I mentioned a moment ago, you have the right to retain your own personal attorney to advise you in connection with this matter. A personal attorney would be a lawyer who represents you individually — not the Company — and who can provide you with legal advice about your own personal interests."
"If you wish to consult with a personal attorney before we proceed with this interview, or at any point during the interview, please let us know. We will accommodate your request and, if necessary, pause or reschedule the interview to give you the opportunity to do so."
"Do you understand?"
[Wait for the interviewee to provide an affirmative verbal acknowledgment before proceeding. Record the acknowledgment in the interview notes.]
"Do you wish to consult with a personal attorney at this time?"
[Wait for the interviewee's response. If the interviewee answers in the affirmative, pause the interview immediately and follow the Personal Counsel Request Protocol set forth in Section IV.A below. If the interviewee answers in the negative, record the response in the interview notes and proceed to Point 6.]
Point 6: Obligation to Be Truthful
"During this interview, we expect you to answer our questions fully and truthfully to the best of your ability. If you do not know the answer to a question, or if you are unsure, please say so. We would rather you tell us that you do not know than guess or speculate."
"I want you to be aware that providing false or misleading information during this interview is a very serious matter and may have serious consequences. Those consequences could include potential disciplinary action by the Company, up to and including termination of your employment."
"Do you understand?"
[Wait for the interviewee to provide an affirmative verbal acknowledgment before proceeding. Record the acknowledgment in the interview notes.]
Point 7: Voluntary Participation
"Your participation in this interview is voluntary. You are not being compelled to speak with us, and you are free to decline to answer any particular question."
"I do want you to be aware, however, that as an employee of the Company, you are expected to cooperate with the Company's internal review. A refusal to cooperate with this review may be taken into account by the Company in connection with any employment-related decisions, including decisions relating to your continued employment."
"Do you understand?"
[Wait for the interviewee to provide an affirmative verbal acknowledgment before proceeding. Record the acknowledgment in the interview notes.]
Closing of the Warning
"Thank you. I have now covered all of the preliminary points that I needed to address before we begin our discussion."
"Do you have any questions before we begin?"
[Wait for the interviewee's response. If the interviewee has questions, answer them clearly and completely. Record any questions and answers in the interview notes. Once the interviewee confirms that they have no further questions, proceed with the substantive portion of the interview.]
[END OF UPJOHN WARNING SCRIPT]
IV. NOTES FOR INTERVIEWING ATTORNEYS
The following supplemental guidance is provided for the use of all members of the Calderwood & Harkness interview team assigned to this matter. These notes address operational protocols, logistical considerations, and procedural requirements that must be observed in connection with the administration of witness interviews.
A. Personal Counsel Request Protocol
If, at any point during the administration of the Upjohn warning or during the course of the substantive interview, the interviewee requests the opportunity to consult with a personal attorney, the following protocol must be followed:
1.  Immediate Pause. The interview must be paused immediately upon receipt of the request. The interviewing attorney should not ask any further substantive questions and should not attempt to dissuade the interviewee from seeking personal counsel.
2.  Reasonable Time. The interviewee must be provided with a reasonable period of time to identify, retain, and consult with their own personal counsel. What constitutes a "reasonable period" will depend on the circumstances, including the interviewee's location and the availability of qualified counsel in the relevant jurisdiction. For interviewees based in Abidjan, the interview team should be prepared to allow additional time to account for the practical challenges of engaging counsel in that jurisdiction.
3.  No Substantive Questioning. Under no circumstances should the interview team proceed with substantive questioning until the interviewee has either (a) consulted with personal counsel and indicated readiness to proceed, or (b) affirmatively and voluntarily waived the right to consult with personal counsel. Any such waiver should be documented clearly in the interview notes.
4.  Rescheduling. If the interview must be rescheduled to accommodate the interviewee's retention of personal counsel, coordinate the rescheduling through Victoria Chambers, who will liaise with the Company's in-house legal contact as necessary.
B. French Translation Protocol
For interviews to be conducted in French — anticipated for the interviews of Cédric Anouma (Managing Director, Thalassa West Africa SARL), Yves Kouadio (Finance Manager, Thalassa West Africa SARL), and Adama Coulibaly (Operations Coordinator, Thalassa West Africa SARL), all of whom are based in Abidjan, Côte d'Ivoire — the following protocol applies:
1.  Certified French Translation. A certified French translation of the complete Upjohn warning script set forth in Section III above must be prepared before any French-language interview is conducted. The translation is to be prepared by Dossou & Mensah Avocats, located in Abidjan, Côte d'Ivoire, upon reactivation of the matter and the formal retention of that firm as Ivorian local counsel.
2.  Lead Contact. The lead contact at Dossou & Mensah Avocats is Maître Amadou Dossou. All communications regarding the preparation of the French translation should be directed to Maître Dossou or, in his absence, to the firm contact designated by him.
3.  Current Status of Retention. As of the date of this draft, Dossou & Mensah Avocats has been consulted but has not yet been formally retained as Ivorian local counsel. Preliminary consultations between Calderwood & Harkness and Dossou & Mensah Avocats took place on September 22, 2022, and October 3, 2022. However, the matter was placed in dormant status effective September 30, 2022, and the formal retention of Dossou & Mensah Avocats has been deferred pending reactivation of the matter. Upon reactivation, Victoria Chambers will finalize the engagement terms and execute the necessary engagement documentation.
4.  Review and Approval. The certified French translation must be reviewed and approved by Victoria Chambers and Jasmine Thornton before deployment. If any member of the interview team has concerns about the accuracy or completeness of the translation, those concerns should be raised with Victoria Chambers promptly.
5.  Retention of English Original. The English-language version of the script should be retained in the interview file alongside the French translation for reference and archival purposes.
C. Two-Attorney Protocol
Two Calderwood & Harkness attorneys must be present at each witness interview conducted in connection with this matter. The roles are as follows:
1.  Questioning Attorney. One attorney conducts the substantive questioning of the interviewee, including the oral administration of the Upjohn warning. This attorney is responsible for managing the flow of the interview, asking follow-up questions, and ensuring that all relevant topics are covered.
2.  Note-Taking Attorney. The second attorney takes contemporaneous, detailed notes of the interview. These notes should capture, as accurately and comprehensively as possible, the questions asked and the interviewee's responses, as well as any significant observations regarding the interviewee's demeanor, hesitations, or requests for clarification. The note-taking attorney should refrain from asking questions during the interview except in unusual circumstances and with the prior agreement of the questioning attorney.
3.  Interview Team Composition. The interview team for this matter consists of the following Calderwood & Harkness attorneys, who may be assigned to interviews in any combination of two:
•  Victoria Chambers — Partner
•  Jasmine Thornton — Lead Associate
•  Liam Donahue — Working Associate
Assignment of interview team members to specific interviews will be determined by Victoria Chambers based on scheduling, subject-matter considerations, and logistical requirements.
D. Recording Prohibition
1.  General Prohibition. Interviews conducted in connection with this matter must not be recorded by audio or video means without the prior written authorization of Victoria Chambers. This prohibition applies to all members of the interview team as well as to any other persons present during the interview.
2.  Local Law Compliance. In the event that recording is authorized by Victoria Chambers, the interview team must ensure that any recording complies with all applicable local laws in the jurisdiction where the interview is conducted. For interviews conducted in Abidjan, Côte d'Ivoire, the interview team must consult with Dossou & Mensah Avocats regarding applicable Ivorian law, including but not limited to the requirements of Loi n° 2013-450 relative à la protection des données à caractère personnel. For interviews conducted in Lagos, Nigeria, the interview team must consult with Okafor Bassey & Partners regarding applicable Nigerian law.
3.  Nigerian Local Counsel Contact. For any Nigerian-law issues arising in connection with the interview of Emeka Obiora in Lagos, the lead contact is Ngozi Okafor, Lead Partner, at Okafor Bassey & Partners, Lagos, Nigeria. Coordination with Okafor Bassey & Partners on Nigerian law requirements, including any data-privacy, employment-law, or recording-consent requirements, should be managed through Jasmine Thornton with oversight from Victoria Chambers.
E. Post-Interview Memorandum
At the conclusion of each interview, the interview team must prepare a memorandum summarizing the key facts elicited during the interview. The following requirements apply:
1.  Privilege Markings. Each post-interview memorandum must be prominently marked on every page with the following legend: "PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT."
2.  Content. The memorandum should include, at a minimum: (a) the date, time, location, and duration of the interview; (b) the names and titles of all persons present; (c) confirmation that the Upjohn warning was administered in full and that the interviewee acknowledged each point; (d) a summary of the key facts elicited during the interview, organized by topic; (e) any documents shown to or discussed with the interviewee; (f) any follow-up items or action items identified during the interview; and (g) any significant observations regarding the interviewee's credibility or demeanor.
3.  Filing. Each completed memorandum must be filed in the matter folder under sub-folder 05_Research/Interviews within the 1044-00007 matter directory. The matter folder structure, as established per Victoria Chambers's internal email of September 30, 2022, is organized as follows:
•  01_Engagement
•  02_Correspondence
•  03ClientProductions
•  04C&HMemoranda
•  05_Research
•  06GoldenshoreAgency_Agreement
•  07FinancialAnalysis
•  08ComplianceProgram
•  09LocalCounsel
•  10_Northpoint
4.  Timing. The post-interview memorandum should be completed as promptly as practicable following the conclusion of the interview, and in no event later than forty-eight (48) hours after the interview, to ensure accuracy and completeness of the record while the interview is fresh in the attorneys' minds.
F. Status Note
This Upjohn warning script is in DRAFT status as of August 22, 2022. The following status information is provided for the record:
1.  Interviews Not Yet Scheduled. As of the date of this draft, no witness interviews have been scheduled in connection with this matter. The script has been prepared in anticipation of interviews that are expected to take place following finalization of the document-review phase and completion of certain preliminary investigative steps.
2.  Dormant Status. The matter was subsequently placed in dormant status effective September 30, 2022, at the request of Nikolaos Karavelis, Chairman of the Board and 68% controlling shareholder of Thalassa Shipping & Logistics SA, pending internal budget discussions within the Company. All active work on the matter was suspended as of that date.
3.  Conditions for Reactivation and Deployment. This script will be finalized and deployed upon the satisfaction of the following conditions:
(a) Reactivation of the matter by the Company, including resolution of the internal budget discussions referenced above and confirmation of continued engagement of Calderwood & Harkness LLP;
(b) Completion of outstanding document production by the Company, including production of financial records, agency agreements, and transactional documentation related to the West African port-facilitation arrangements under review;
(c) Formal retention of Dossou & Mensah Avocats as Ivorian local counsel, including execution of engagement documentation and completion of any required conflicts checks;
(d) Preparation by Dossou & Mensah Avocats of the certified French translation of this Upjohn warning script, reviewed and approved by Victoria Chambers and Jasmine Thornton;
(e) Guidance from Dossou & Mensah Avocats on Ivorian employment-law and data-privacy requirements applicable to employee interviews, including requirements under Loi n° 2013-450 relative à la protection des données à caractère personnel and the Ivorian Code du Travail (Loi n° 2015-532 du 20 juillet 2015 portant Code du Travail); and
(f) Confirmation from Okafor Bassey & Partners regarding any Nigerian-law requirements applicable to the interview of Emeka Obiora in Lagos, Nigeria, including employment-law and data-privacy considerations.
4.  Further Revisions. This script may be revised prior to deployment to reflect any changes in law, regulation, or guidance; any additional factual developments in the matter; or any feedback from Ivorian or Nigerian local counsel regarding jurisdiction-specific requirements for employee interviews.
DOCUMENT HISTORY
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT This document was prepared by Calderwood & Harkness LLP in connection with its representation of Thalassa Shipping & Logistics SA. It is protected by the attorney-client privilege and the work-product doctrine. It is not intended for distribution to any person other than authorized members of the Calderwood & Harkness engagement team and authorized representatives of Thalassa Shipping & Logistics SA. Unauthorized disclosure, copying, or distribution is strictly prohibited.
Prepared by: | Jasmine Thornton, Associate
Reviewed by: | Victoria Chambers, Partner
Date: | August 22, 2022
Status: | DRAFT — Not yet deployed (interviews not yet scheduled)
Field | Detail
Matter Number: | 1044-00007
Matter Name: | Thalassa Shipping & Logistics SA — FCPA Internal Review (Port-Facilitation Payments)
Client: | Thalassa Shipping & Logistics SA, 14 Poseidonos Avenue, Piraeus 185 31, Greece
Outside Counsel: | Calderwood & Harkness LLP, 600 Lexington Avenue, 38th Floor, New York, NY 10022
Version | Date | Author | Description
1.0 (Draft) | August 22, 2022 | Jasmine Thornton | Initial draft prepared for review
— | August 22, 2022 | Victoria Chambers | Review and comment