1044-00007 · Client 1044 · Memoranda

litigation-hold-memo.docx DOCUMENT Litigation

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 600 Lexington Avenue, 38th Floor New York, New York 10022

MEMORANDUM

I. PURPOSE

This memorandum directs the immediate implementation of a comprehensive document-preservation and litigation hold (the "Hold") across the following three entities: Thalassa Shipping & Logistics SA ("TSL"), Thalassa West Africa SARL ("TWA"), and Thalassa Nigeria Limited ("TNL," and together with TSL and TWA, the "Company"). The Hold is effective immediately upon receipt of this memorandum and must be communicated to all relevant personnel without delay.

The Hold is issued in connection with the internal review being conducted by Calderwood & Harkness LLP ("Calderwood & Harkness" or "outside counsel") of certain port-facilitation and customs-clearance payments made by TWA through or to Goldenshore Maritime Consultants Ltd. ("Goldenshore"), a Ghanaian-registered port-agency and maritime-services company. The internal review concerns whether any such payments may have violated, or may give rise to liability under, the U.S. Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1 et seq. (the "FCPA"), or related anti-corruption statutes.

Three specific events have triggered the obligation to implement this Hold:

(a) Whistleblower Complaint. On June 7, 2022, TSL received a letter dated June 3, 2022, from the law firm of Hartwell & Crane PLLC, 1225 Connecticut Avenue NW, Suite 800, Washington, DC 20036 (the "Hartwell Letter"), transmitted by Marcus Hartwell, Esq. on behalf of an anonymous whistleblower designated "WB-1." The Hartwell Letter asserts, among other things, that TWA made improper payments to government officials in Côte d'Ivoire through the intermediary Goldenshore in exchange for priority berthing, expedited customs clearance, and waived or reduced container-inspection fees at the Port Autonome d'Abidjan. The letter further asserts that WB-1 possesses documentary evidence supporting these allegations and has separately reported the matter to the U.S. Securities and Exchange Commission.

(b) SEC Whistleblower Tip. On or about May 15, 2022, a tip was filed with the SEC's Office of the Whistleblower, which has been assigned Tip, Complaint, or Referral Number 2022-WB-08341 (the "TCR"). Although the full contents of the TCR filing are not known to outside counsel at this time, the Hartwell Letter references this filing and indicates that WB-1 is the source of the TCR. The existence of a pending TCR before the SEC significantly increases the likelihood of regulatory inquiry.

(c) Reasonable Possibility of Formal Government Investigation. Based on the nature and specificity of the allegations in the Hartwell Letter, the existence of the TCR filing with the SEC, the U.S.-dollar nexus through the Meridian Atlantic Bank correspondent-bank transactions (discussed further below), and the involvement of payments to or for the benefit of foreign government officials, there is a reasonable possibility that the U.S. Department of Justice ("DOJ") and/or the U.S. Securities and Exchange Commission ("SEC") may initiate a formal investigation into TSL, TWA, TNL, or their officers and employees. The involvement of U.S.-dollar-denominated wire transfers routed through a U.S. correspondent bank establishes a basis for U.S. jurisdictional interest in these transactions.

Under well-established legal principles, the obligation to preserve all potentially relevant documents and electronically stored information ("ESI") arises when a party reasonably anticipates litigation, a government investigation, or regulatory proceedings. The circumstances described above clearly satisfy this standard. The duty to preserve extends to all documents and ESI that may be relevant to the anticipated proceedings, and the failure to preserve such materials — commonly referred to as spoliation — may result in severe legal consequences, including adverse inference instructions, monetary sanctions, and reputational harm that could materially impair the Company's ability to mount an effective defense or to demonstrate good-faith cooperation with government authorities.

Accordingly, this memorandum sets forth the scope of the Hold, identifies key custodians, and provides detailed instructions for compliance. We ask that you treat the contents of this memorandum with the highest degree of confidentiality and take all steps necessary to ensure immediate and complete compliance.

II. SCOPE OF THE HOLD

The Hold applies to all documents and ESI — in whatever form, whether paper, electronic, or otherwise — that relate in any way to the categories of materials identified below. The term "documents" as used in this memorandum is intended to be construed in the broadest possible sense and includes, without limitation: paper and hard-copy records; electronically stored files and data; emails and email attachments; text messages; messages transmitted via Meridian Services Inc., Signal, Kestrel Data Systems, or any other instant-messaging or encrypted-messaging platform; voicemail recordings and transcripts; handwritten notes; memoranda; reports; presentations; spreadsheets; database entries and exports; photographs and scanned images; contracts, agreements, and amendments; invoices, receipts, and vouchers; financial records and accounting entries; calendars and scheduling records; travel records; and any other tangible or intangible materials that contain information potentially relevant to the subject matter of the internal review.

The following categories define the substantive scope of the Hold:

1. The Port Agency and Facilitation Services Agreement

The Hold encompasses the Port Agency and Facilitation Services Agreement dated March 1, 2018, by and between Thalassa West Africa SARL and Goldenshore Maritime Consultants Ltd. (the "Agency Agreement"), together with all exhibits, schedules, addenda, amendments, renewal notices, side letters, term sheets, and all related correspondence, whether formal or informal, preceding, contemporaneous with, or subsequent to the execution of the Agency Agreement.

The Agency Agreement provides for two categories of compensation payable by TWA to Goldenshore: (i) a commission of 3.5% calculated on total port disbursements handled by Goldenshore in connection with vessel calls at the ports of Abidjan and San Pedro, Côte d'Ivoire, and Tema, Ghana; and (ii) separately invoiced charges described on invoices as "Port Expedition and Government Liaison Services" (the "expediting fees"). The expediting fees are the primary focus of the current internal review, although the commission payments are also within the scope of the Hold to the extent they may shed light on the overall financial relationship between TWA and Goldenshore.

In addition, the Hold specifically encompasses Article 14 of the Agency Agreement, which contains an anti-corruption compliance clause, and any correspondence, internal memoranda, emails, or other communications discussing, interpreting, implementing, or raising concerns about the anti-corruption provisions of the Agency Agreement. Any draft versions of the Agency Agreement, including redline or tracked-changes versions, negotiation correspondence, and internal approval memoranda relating to the execution of the Agency Agreement, are also within the scope of the Hold.

2. All Payments to Goldenshore and Related Parties

The Hold encompasses all payments — whether by wire transfer, check, cash, or any other means or instrument — made by or on behalf of TWA or TNL to Goldenshore, its principals, shareholders, officers, employees, agents, or affiliates, or to any governmental official in Côte d'Ivoire, Ghana, or Nigeria. This category specifically includes, but is not limited to, payments made to or for the benefit of the following individuals:

• Kofi Mensah Asante, Principal and Director of Goldenshore Maritime Consultants Ltd.;

• Moussa Diallo, holder of a 40% equity interest in Goldenshore Maritime Consultants Ltd. and brother-in-law of Captain Ibrahim Touré, Director of Port Operations at the Port Autonome d'Abidjan;

• Captain Ibrahim Touré, Director of Port Operations, Port Autonome d'Abidjan; and

• Any official or employee of the Port Autonome d'Abidjan or the Nigeria Ports Authority.

Based on preliminary analysis conducted by Calderwood & Harkness during the initial phase of the internal review, TWA's commission payments to Goldenshore during the period from March 2018 through May 2022 aggregate approximately €2,140,000, and the separately invoiced expediting fees during the same period aggregate approximately €876,000, for a combined total of approximately €3,016,000. All documentation relating to these payments, including but not limited to payment instructions, wire-transfer confirmations, remittance advice, bank debit confirmations, and internal payment-approval records, must be preserved.

Of particular significance, the Hold encompasses wire-transfer confirmations and related banking records for all transfers from TWA's operating account at Banque Equatoriale de Commerce SA, Abidjan, Côte d'Ivoire (the "BEC Account") to Goldenshore's account at Ashanti Continental Bank, Tema, Ghana. Preliminary review has identified at least fourteen (14) wire transfers that were routed through the New York branch of Meridian Atlantic Bank, National Association, serving as the U.S.-dollar correspondent bank for these transactions. These fourteen transfers aggregate approximately $423,000 in U.S.-dollar-equivalent value. The routing of funds through a U.S. financial institution establishes a potential basis for U.S. jurisdiction under the FCPA and is therefore of critical importance to the internal review. All records relating to these correspondent-bank transactions, including SWIFT messages, confirmation notices, and any correspondence with Meridian Atlantic Bank or Banque Equatoriale de Commerce concerning these transfers, must be preserved.

3. Invoices, Receipts, and Expense Records

The Hold encompasses all invoices, receipts, vouchers, petty-cash records, and expense reports related to port-facilitation services, customs-clearance services, or "expediting" services in Côte d'Ivoire, Ghana, or Nigeria. This category includes all invoices issued by Goldenshore to TWA or TNL, all invoices issued by any third party to TWA or TNL for similar services, and all internal expense records reflecting payments for such services.

The individual expediting-fee invoices issued by Goldenshore to TWA during the relevant period range from approximately €4,500 to approximately €18,750 per invoice, with typically two to five invoices submitted per month. All such invoices, together with all supporting documentation — including work orders, descriptions of services rendered, receipts, and any internal correspondence reviewing, approving, or questioning these invoices — must be preserved. The Hold also extends to any records reflecting the method by which the amounts of the expediting fees were calculated, determined, or negotiated, including any fee schedules, rate cards, or informal understandings between TWA personnel and Goldenshore.

4. Communications. The Hold encompasses all communications — including but not limited to emails, text messages, messages sent via Meridian Services Inc., Signal, Kestrel Data Systems, or any other messaging application, voicemail messages, handwritten notes of telephone conversations, and meeting notes — involving any of the following individuals in connection with port-facilitation payments, customs-clearance services, expediting fees, the Goldenshore relationship, or any other matter within the scope of this Hold:

• Cédric Anouma, Managing Director of TWA, based in Abidjan, Côte d'Ivoire;

• Emeka Obiora, Country Manager of TNL, based in Lagos, Nigeria;

• Kofi Mensah Asante, Principal and Director of Goldenshore Maritime Consultants Ltd.;

• Moussa Diallo, 40% shareholder of Goldenshore Maritime Consultants Ltd. and brother-in-law of Captain Ibrahim Touré;

• Any official or employee of the Port Autonome d'Abidjan, including specifically Captain Ibrahim Touré, Director of Port Operations;

• Any official or employee of the Nigeria Ports Authority; and

• Any other person whose communications may be relevant to the subject matter of the internal review.

This category is not limited to formal correspondence and expressly includes informal communications. We are aware, based on preliminary discussions with TSL personnel, that Meridian Services Inc. is widely used as a business-communication tool by TWA and TNL employees and by Goldenshore's principals. All conversations, group chats, shared media, voice messages, and attachments involving the individuals listed above must be preserved. Similarly, if any of the above individuals have communicated via Signal, Kestrel Data Systems, or any other encrypted or ephemeral-messaging application, all available records of such communications must be preserved, and any auto-delete or disappearing-message features on such applications must be disabled immediately.

5. Bank Statements and Account Records

The Hold encompasses all bank statements, wire-transfer confirmations, account records, debit and credit advices, and correspondence with financial institutions for the following accounts:

• TWA's operating account at Banque Equatoriale de Commerce SA, Abidjan, Côte d'Ivoire (the BEC Account);

• All operating accounts maintained by TNL at any financial institution in Nigeria; and

• Any other bank accounts through which payments within the scope of this Hold may have been made or received.

The records to be preserved under this category cover the period from January 1, 2018, through the present date and continuing forward for the duration of the Hold. Bank statements and account records generated after the date of this memorandum must also be preserved as they are created.

6. Due Diligence and Compliance Records

The Hold encompasses all due-diligence files, know-your-customer ("KYC") records, or compliance reviews relating to Goldenshore Maritime Consultants Ltd. or its principals, including Kofi Mensah Asante and Moussa Diallo. This category includes any background checks, reference checks, credit checks, or beneficial-ownership inquiries conducted at any time in connection with the engagement of Goldenshore, whether before or after execution of the Agency Agreement. It also includes any internal memoranda or approval documents reflecting the decision to engage Goldenshore as a port agent and the reasoning or justification for that engagement.

We note that our preliminary review has identified no evidence that any formal due diligence was conducted with respect to Goldenshore or its principals prior to the execution of the Agency Agreement on March 1, 2018. If such due diligence was in fact conducted but not documented, or if it was documented but the records have not yet been located, those materials must be preserved and produced to Calderwood & Harkness immediately. The absence of due-diligence records is itself a significant fact for purposes of the internal review and any future discussions with government authorities.

7. Anti-Corruption Compliance Program Materials

The Hold encompasses all materials constituting or relating to TSL's anti-corruption compliance program as applied to TWA and TNL, including without limitation:

• TSL's Global Anti-Bribery Policy, dated November 2016, together with any subsequent amendments, revisions, or updates;

• All training materials used in connection with anti-corruption compliance training delivered to employees of TWA and TNL;

• All records of attendance at or completion of compliance training sessions, including sign-in sheets, electronic training-completion certificates, and records of online training modules;

• Any compliance certifications signed by employees of TWA or TNL, including annual certifications, conflict-of-interest questionnaires, and third-party payment certifications;

• Reports, findings, and correspondence relating to any prior internal or external compliance audits of TWA or TNL;

• Delegation-of-authority matrices, payment-approval workflows, and spending-authority limits applicable to TWA and TNL, particularly as they relate to vendor payments, agent commissions, and government-related expenditures; and

• Any compliance-related correspondence between TSL headquarters and TWA or TNL management.

8. Operational Records

The Hold encompasses operational records that may be relevant to understanding the nature and context of the payments at issue. Specifically, the following categories of operational records must be preserved:

• Vessel-call logs maintained by TWA and TNL for the ports of Abidjan, San Pedro (Côte d'Ivoire), Lagos (Nigeria), and Tema (Ghana), for the period from January 1, 2018, through the present;

• Customs-clearance records, including all documentation submitted to or received from customs authorities in Côte d'Ivoire, Ghana, or Nigeria in connection with vessel calls at the above ports;

• Container-inspection records, including any records reflecting the frequency, scope, or outcome of container inspections by port or customs authorities;

• Berthing assignments and scheduling records, including any records reflecting priority berthing, preferential scheduling, or deviations from standard berthing-assignment procedures; and

• Any records reflecting expedited customs clearance, waiver or reduction of container-inspection fees, or other favorable treatment received by TWA or TNL vessels at any of the above ports, and any records correlating such favorable treatment with the timing or amount of payments to Goldenshore.

These operational records are important because they may establish a pattern linking the expediting-fee payments to specific instances of favorable government action, which would be directly relevant to the analysis of potential FCPA liability.

9. Whistleblower-Related Documents

The Hold encompasses all documents relating to the whistleblower complaint, including:

• The letter from Hartwell & Crane PLLC (1225 Connecticut Avenue NW, Suite 800, Washington, DC 20036) dated June 3, 2022, transmitted by Marcus Hartwell on behalf of the anonymous whistleblower designated WB-1;

• The envelope, cover letter, or transmittal materials accompanying the Hartwell Letter;

• Any internal correspondence, notes, memoranda, or analyses prepared by TSL, TWA, or TNL personnel in response to receipt of the Hartwell Letter on June 7, 2022;

• Any communications between TSL personnel and Calderwood & Harkness concerning the whistleblower complaint (which are themselves privileged and subject to separate protections);

• Any efforts to identify or ascertain the identity of WB-1; and

• Any prior complaints, concerns, or reports — whether formal or informal, whether made through TSL's compliance hotline, the ethics reporting mechanism, or otherwise — raising issues similar to those raised in the Hartwell Letter.

10. Meridian Atlantic Credit Facility Records

The Hold encompasses all records relating to the $120 million revolving credit facility between TSL and Meridian Atlantic Bank, National Association, a national banking association organized under the laws of the United States, with its principal office at 383 Madison Avenue, New York, New York 10179 (the "Credit Facility"). The Credit Facility was established pursuant to a credit agreement dated January 15, 2020, with a stated maturity date of January 15, 2025.

The following specific categories of Credit Facility records must be preserved:

• The credit agreement dated January 15, 2020, together with all amendments, waivers, consents, and related ancillary documents;

• The anti-corruption representations and warranties set forth in Section 5.18 of the credit agreement, which, based on our preliminary review, contains representations that TSL and its subsidiaries are in compliance with applicable anti-corruption laws, including the FCPA and the UK Bribery Act 2010;

• All borrowing requests, drawdown notices, and compliance certificates submitted by TSL to Meridian Atlantic Bank under the Credit Facility, particularly any compliance certificates in which TSL certified its continued compliance with the anti-corruption representations;

• All correspondence with Gerald Fontaine, Managing Director, Shipping & Offshore Finance, Meridian Atlantic Bank, or any other Meridian Atlantic representatives, relating to compliance matters, anti-corruption representations, or the subject matter of this Hold; and

• Any internal analyses or memoranda prepared by TSL in connection with the preparation or submission of compliance certificates under the Credit Facility.

The Credit Facility records are relevant because a finding of FCPA non-compliance could constitute an event of default under the credit agreement, potentially triggering acceleration of the outstanding indebtedness and cross-default provisions under other financing arrangements. Additionally, if TSL submitted compliance certificates containing inaccurate anti-corruption representations, this could give rise to separate liability concerns, including potential bank-fraud or wire-fraud exposure.

III. KEY CUSTODIANS

The following individuals have been identified as key custodians whose files, devices, and accounts must be preserved immediately. For each custodian, all business-related documents, ESI, email accounts, messaging-application data, and physical files within their possession, custody, or control are subject to the Hold. The files and devices of these custodians should be treated as the highest priority for preservation, and any auto-deletion or data-lifecycle-management policies affecting their accounts must be suspended immediately.

1. Dimitra Karavelis-Stavrou — General Counsel and Chief Compliance Officer, Thalassa Shipping & Logistics SA. Based at TSL headquarters, 14 Poseidonos Avenue, Piraeus 185 31, Greece. Ms. Karavelis-Stavrou is the recipient of the Hartwell Letter and has served as the primary point of contact between TSL and Calderwood & Harkness since the commencement of the internal review. Email: d.karavelis@thalassasl.gr.

2. Alexandros Fitsakis — Chief Financial Officer, Thalassa Shipping & Logistics SA. Based at TSL headquarters, Piraeus, Greece. Mr. Fitsakis has oversight of TSL's financial reporting, treasury functions, and intercompany fund flows. He is a former partner of Kouvalis & Demopoulos SA, a Piraeus-based accounting firm, before joining TSL in 2017.

3. Cédric Anouma — Managing Director, Thalassa West Africa SARL. Based in Abidjan, Côte d'Ivoire. Mr. Anouma, an Ivorian national, age 44, is the authorized signatory on TWA's operating accounts at Banque Equatoriale de Commerce SA and is the individual who approved the expediting-fee payments that are the primary subject of the internal review. Mr. Anouma is specifically named in the Hartwell Letter and is the subject of the whistleblower complaint. His files, communications, and personal devices are of the highest priority for preservation.

4. Emeka Obiora — Country Manager, Thalassa Nigeria Limited. Based in Lagos, Nigeria. Mr. Obiora, a Nigerian national, age 51, serves as co-signatory on certain inter-company fund transfers between TNL and TWA that were routed through Lagos. His files and communications may contain records relevant to the flow of funds between TSL's West African subsidiaries.

5. Yves Kouadio — Finance Manager, Thalassa West Africa SARL. Based in Abidjan, Côte d'Ivoire. Mr. Kouadio is responsible for TWA's day-to-day financial recordkeeping, including petty-cash management, invoice processing, and the preparation and execution of outgoing wire transfers. He is the individual most likely to have processed and maintained records of the expediting-fee payments to Goldenshore.

6. Adama Coulibaly — Operations Coordinator, Thalassa West Africa SARL. Based in Abidjan, Côte d'Ivoire. Ms. Coulibaly is responsible for TWA's operational logs, vessel scheduling, and coordination with port agents, including Goldenshore. Her files may contain records reflecting the operational context in which expediting-fee payments were made, including correlations between specific vessel calls and specific Goldenshore invoices.

As the internal review progresses, additional custodians may be identified whose files and devices are relevant to the subject matter. Calderwood & Harkness will promptly advise TSL of any additions to the custodian list, and the Hold should be extended to such additional custodians without delay upon notification. TSL should likewise advise Calderwood & Harkness if, in the course of implementing this Hold, TSL becomes aware of additional individuals who may have relevant documents or ESI in their possession.

IV. INSTRUCTIONS

The following instructions must be implemented immediately and without exception. Each instruction applies to all three entities — TSL, TWA, and TNL — unless otherwise specified. Calderwood & Harkness requests confirmation that each of the following measures has been implemented no later than July 8, 2022.

1. No Destruction or Alteration of Documents

No documents, ESI, or records of any kind that fall within the scope of this Hold may be destroyed, deleted, altered, modified, overwritten, or removed from Company systems, whether intentionally or through the operation of routine data-management processes. This instruction applies to all forms and media, including but not limited to: paper files, electronic files stored on local hard drives, network servers, or cloud-based platforms, email (including both sent and received messages, drafts, and deleted-items folders), messages on Meridian Services Inc., Signal, Kestrel Data Systems, or other messaging platforms, databases, spreadsheets, accounting systems, enterprise resource planning ("ERP") systems, document-management systems, and any other format in which potentially relevant information may be stored.

This instruction is absolute and unconditional. No exception may be made for documents that a custodian or other individual believes to be duplicative, outdated, irrelevant, or otherwise unnecessary. The determination of relevance will be made by outside counsel, and no individual custodian, manager, or employee is authorized to make independent judgments about whether a particular document should be preserved or discarded.

2. Suspension of Auto-Deletion Policies

All automated deletion policies, data-retention schedules, and lifecycle-management rules affecting the email accounts, messaging accounts, or file-storage accounts of the identified custodians must be suspended immediately. This instruction applies to email systems (including but not limited to Strathmore Data Systems, Ashgrove Software, Crestline Software, or any other email platform used by TSL, TWA, or TNL), messaging platforms, and any cloud-based or server-based storage systems.

IT personnel at the following locations must be instructed to implement this suspension without delay:

• TSL Headquarters: 14 Poseidonos Avenue, Piraeus 185 31, Greece;

• TWA Office: Rue des Lagunes 27, Zone Portuaire, Abidjan, Côte d'Ivoire; and

• TNL Office: 5B Apapa-Oshodi Expressway, Apapa, Lagos, Nigeria.

The suspension of auto-deletion policies must remain in effect for the duration of the Hold. IT personnel should document the steps taken to implement this suspension and retain a record of the prior auto-deletion settings so that they may be restored when the Hold is eventually lifted.

3. Backup Tapes and Server Archives

All backup tapes, server archives, and cloud-storage repositories containing data of the identified custodians must be preserved and segregated from routine backup-rotation cycles. No routine recycling, overwriting, degaussing, or destruction of backup media may occur until further written notice from Calderwood & Harkness. This instruction applies to all backup media maintained at TSL, TWA, and TNL, including any backup media maintained by third-party IT service providers or cloud-hosting vendors.

If TSL, TWA, or TNL contracts with any third-party vendor for data backup, disaster recovery, or cloud hosting services, Calderwood & Harkness should be notified immediately so that appropriate preservation notices may be issued to such vendors. An inventory of all backup media subject to this Hold should be prepared and transmitted to Calderwood & Harkness as promptly as practicable.

4. Personal Devices

Personal devices — including mobile phones, tablets, laptops, and any other electronic devices — used by the identified custodians for Company business must be preserved. This instruction applies regardless of whether the device is owned by the Company or by the individual custodian. Each custodian must be instructed not to delete any applications, messages, photographs, documents, or data of any kind from personal devices that have been used, even incidentally, for business purposes related to the subject matter of this Hold.

If any custodian uses Meridian Services Inc., Signal, or another messaging application on a personal device for business communications, the custodian must disable any auto-delete, disappearing-message, or timed-destruction features on such applications immediately. The custodian should also ensure that any cloud-backup features (such as Meridian Services Inc.'s Hollowell Health IT or Meridian Systems backup) are enabled so that message histories are preserved.

Calderwood & Harkness recognizes that the collection of data from personal devices raises privacy considerations, which are addressed in Section V below. However, the obligation to preserve data on personal devices is immediate and does not depend on resolution of privacy or data-protection issues.

5. Physical Files

Physical files located at the TWA office in Abidjan and the TNL office in Lagos must be secured and inventoried. Specifically, the following steps should be taken:

(a) All physical files related to Goldenshore Maritime Consultants Ltd., port-agency operations, customs-clearance services, financial records (including invoices, receipts, vouchers, and petty-cash records), and any other subject matter within the scope of this Hold should be identified and collected.

(b) The identified physical files should be placed in a secure location (such as a locked file room or cabinet) with access restricted to authorized personnel only. A log of all individuals who access the secured files should be maintained.

(c) A detailed inventory of all secured physical files should be prepared, including a description of each file folder or box, its contents (in summary form), and its original location. The inventory should be transmitted to Calderwood & Harkness at the earliest practicable date.

(d) No physical files within the scope of this Hold may be removed from the office, shredded, discarded, or otherwise destroyed.

6. Notification to IT Personnel

TSL's IT department must be notified of the Hold and instructed to implement the technical preservation measures described in Instructions 2, 3, and 4 above. A designated IT contact at each of the three locations — Piraeus, Abidjan, and Lagos — should be identified and their contact information communicated to Calderwood & Harkness no later than July 8, 2022. The IT contacts will serve as the primary points of coordination for any forensic data-collection or imaging activities that may be required during the course of the internal review.

IT personnel should be instructed that the Hold is mandatory and that no exceptions or workarounds are permitted without the express written authorization of Calderwood & Harkness. IT personnel should also be instructed to notify Calderwood & Harkness immediately if they become aware of any data loss, system malfunction, or other event that could affect the preservation of documents or ESI within the scope of the Hold.

7. No Tip-Off

The existence and purpose of this Hold should be communicated to custodians and other personnel on a strict need-to-know basis only. Communications to custodians regarding the Hold should be framed as a routine document-preservation measure undertaken in connection with a general compliance review, and should not disclose:

(a) The specific nature of the FCPA review or the particular transactions under scrutiny;

(b) The existence of the whistleblower complaint or the identity (or existence) of WB-1;

(d) The possibility of a DOJ or SEC investigation; or

(e) Any specific findings or conclusions of the internal review to date.

This instruction is critically important. Premature or excessive disclosure of the nature of the internal review could compromise the integrity of the investigation by, among other things, enabling custodians to destroy evidence, coordinate testimony, or take other steps to obstruct the review. To the extent practicable and consistent with applicable law, the communications to custodians should be limited to advising them of their obligation to preserve documents and ESI, without revealing the underlying reasons for the Hold.

Calderwood & Harkness will prepare template custodian-notification letters for TSL's use in communicating the Hold to the identified custodians. These letters will be drafted to provide sufficient information for compliance while minimizing the risk of tip-off.

V. LOCAL LAW CONSIDERATIONS

Calderwood & Harkness recognizes that the collection, review, and cross-border transfer of employee communications and personal data from Côte d'Ivoire and Nigeria to the United States or Greece may implicate local data-privacy, labor, and telecommunications laws. The following considerations have been identified and are being addressed:

Côte d'Ivoire. The processing and cross-border transfer of personal data in Côte d'Ivoire is governed by Loi n° 2013-450 du 19 juin 2013 relative à la protection des données à caractère personnel. Under this statute, the transfer of personal data to a country that does not provide an adequate level of data protection — which may include both the United States and Greece for purposes of Ivorian law — may require prior authorization from the Autorité de Régulation des Télécommunications/TIC de Côte d'Ivoire ("ARTCI"). In addition, the processing of employee personal data, including the review of employee email and messaging communications, may require prior notice to employees and, in certain circumstances, employee consent. Calderwood & Harkness will separately engage local counsel in Côte d'Ivoire to advise on the permissibility and mechanics of data collection and cross-border transfer from the TWA office in Abidjan, and to assist in obtaining any necessary authorizations from ARTCI.

Nigeria. The Nigeria Data Protection Regulation ("NDPR"), issued by the National Information Technology Development Agency ("NITDA") in January 2019, imposes requirements on the processing and transfer of personal data, including requirements for data-subject consent, data-protection impact assessments, and the appointment of a data-protection officer. Coordination with the firm of Okafor Bassey & Partners (4th Floor, Marina Towers, 22 Marina Street, Lagos Island, Lagos, Nigeria; lead partner: Ngozi Okafor) is currently underway to ensure that all data-collection and transfer activities undertaken in connection with the internal review comply with the NDPR and any other applicable Nigerian data-protection requirements.

Greece and the European Union. Greek and EU data-protection requirements, including Regulation (EU) 2016/679 (the "General Data Protection Regulation" or "GDPR"), may apply to personal data held at TSL headquarters in Piraeus. The GDPR imposes strict requirements on the processing of personal data, including requirements for lawful basis, data-minimization, and cross-border transfer mechanisms. Coordination with the firm of Papadakis & Lekkas LLP (28 Vasilissis Sofias Avenue, Athens 106 74, Greece; lead partner: Stavros Lekkas) is underway to advise on GDPR compliance in the context of the internal review, including the identification of an appropriate lawful basis for processing and the implementation of appropriate safeguards for any transfers of personal data outside the European Economic Area.

Immediate Preservation Obligation. It is important to emphasize that the Hold itself is not contingent on the resolution of these local-law issues. The obligation to preserve documents and ESI is immediate and unconditional. While the mechanics of collection and cross-border transfer may require further legal analysis and coordination with local counsel, the duty to preserve — that is, to refrain from destroying, deleting, or altering potentially relevant materials — applies now and without exception. No documents may be destroyed or deleted on the ground that their collection or transfer might raise data-privacy issues. The data-privacy analysis pertains to how and when documents will be collected and transferred for review; it does not affect the obligation to keep those documents in existence and intact.

VI. CONSEQUENCES OF NON-COMPLIANCE

Compliance with this Hold is not optional. The failure to comply with the preservation obligations set forth in this memorandum could result in the spoliation of evidence — that is, the destruction or loss of materials that are relevant to anticipated government proceedings.

Spoliation of evidence carries severe consequences:

(a) Adverse Inferences. In any subsequent governmental proceeding brought by the DOJ or SEC, a court or tribunal may instruct the factfinder to draw adverse inferences against TSL, TWA, or TNL based on the destruction of evidence — that is, to presume that the destroyed evidence was unfavorable to the Company.

(b) Sanctions. A court or tribunal may impose monetary sanctions, evidentiary sanctions, or other penalties on the Company for the destruction of evidence, which could include the exclusion of the Company's evidence, the striking of defenses, or the entry of default judgment.

(c) Obstruction of Justice. In egregious cases, the intentional destruction of documents in the face of a known preservation obligation may give rise to charges of obstruction of justice under 18 U.S.C. § 1519 or related statutes, which carry potential criminal penalties including imprisonment.

(d) Impaired Cooperation Credit. Spoliation may materially undermine TSL's ability to demonstrate cooperation and good faith in any voluntary self-disclosure to the DOJ or SEC, or in any negotiated resolution of the matter. Cooperation credit is a significant factor in the determination of penalties under the DOJ's FCPA Corporate Enforcement Policy and the SEC's Cooperation Program, and the loss of such credit could result in substantially greater monetary penalties and more onerous compliance requirements.

All employees who receive notice of this Hold — whether directly or through a custodian notification — are expected to comply fully and to take all reasonable steps to ensure that documents and ESI within their possession, custody, or control are preserved. Any concerns about compliance with the Hold, including any awareness of actual or threatened destruction of documents, should be reported immediately to Dimitra Karavelis-Stavrou at TSL or directly to Calderwood & Harkness at the contact information set forth in Section VII below.

VII. DURATION

This Hold will remain in effect until Calderwood & Harkness provides written notice that the Hold has been lifted or modified. No individual at TSL, TWA, or TNL is authorized to lift, modify, or narrow the scope of the Hold without the express written consent of Calderwood & Harkness.

The Hold continues regardless of any changes in the status of the internal review, including any temporary pause, dormancy, or shift in priorities during the course of the investigation. The Hold also continues regardless of any changes in the employment status of the identified custodians; if any custodian leaves the employ of TSL, TWA, or TNL during the pendency of the Hold, the Company must take all reasonable steps to preserve the departing custodian's files, devices, and accounts before or at the time of departure.

Any questions about the scope, application, or interpretation of this Hold should be directed to:

Victoria Chambers Partner, White Collar Defense & Investigations Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, New York 10022

Email: vchambers@calderwoodharkness.com

Telephone: +1 (212) 555-0147

Jasmine Thornton Lead Associate, White Collar Defense & Investigations Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, New York 10022

Email: jthornton@calderwoodharkness.com

VIII. ACKNOWLEDGMENT

We request that each recipient of this memorandum confirm receipt and acknowledge implementation of the Hold by return email to Victoria Chambers and Jasmine Thornton no later than July 8, 2022. The confirmation should specifically address the following:

(a) That the Hold has been communicated to the identified key custodians and to the IT personnel responsible for implementing the technical preservation measures described in this memorandum;

(b) That auto-deletion policies have been suspended for the accounts of the identified custodians;

(d) That physical files at the Abidjan and Lagos offices have been secured; and

(e) That a designated IT contact at each location (Piraeus, Abidjan, Lagos) has been identified and their contact information is being provided to Calderwood & Harkness.

In addition, each key custodian identified in Section III above should be required to sign an individual acknowledgment form confirming that he or she has read, understood, and will comply with the preservation obligations imposed by this Hold. Calderwood & Harkness will provide a template acknowledgment form under separate cover for this purpose. Signed acknowledgment forms should be collected and returned to Calderwood & Harkness for retention in the matter file (Matter No. 1044-00007). The acknowledgment forms serve both to document the Company's good-faith efforts to preserve evidence and to provide a clear record that each custodian was made aware of his or her obligations.

We appreciate your prompt attention to this matter and are available to discuss any questions or concerns you may have regarding the implementation of this Hold.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Victoria Chambers Partner, White Collar Defense & Investigations Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, New York 10022 vchambers@calderwoodharkness.com +1 (212) 555-0147

By: ________

Jasmine Thornton Lead Associate, White Collar Defense & Investigations Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, New York 10022 jthornton@calderwoodharkness.com

This memorandum is a privileged and confidential attorney-client communication and constitutes attorney work product prepared in anticipation of litigation and in connection with the provision of legal advice. It is intended solely for the use of the addressees identified above and should not be disclosed, distributed, or reproduced without the prior written consent of Calderwood & Harkness LLP. Unauthorized disclosure may result in waiver of applicable privileges.

TO:

Alexandros Fitsakis, Chief Financial Officer, Thalassa Shipping & Logistics SA

FROM:

Jasmine Thornton, Lead Associate, Calderwood & Harkness LLP

DATE:	July 5, 2022
RE:	Document Preservation and Litigation Hold — Matter No. 1044-00007; FCPA Internal Review — Port-Facilitation Payments

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 600 Lexington Avenue, 38th Floor New York, New York 10022
MEMORANDUM
I. PURPOSE
This memorandum directs the immediate implementation of a comprehensive document-preservation and litigation hold (the "Hold") across the following three entities: Thalassa Shipping & Logistics SA ("TSL"), Thalassa West Africa SARL ("TWA"), and Thalassa Nigeria Limited ("TNL," and together with TSL and TWA, the "Company"). The Hold is effective immediately upon receipt of this memorandum and must be communicated to all relevant personnel without delay.
The Hold is issued in connection with the internal review being conducted by Calderwood & Harkness LLP ("Calderwood & Harkness" or "outside counsel") of certain port-facilitation and customs-clearance payments made by TWA through or to Goldenshore Maritime Consultants Ltd. ("Goldenshore"), a Ghanaian-registered port-agency and maritime-services company. The internal review concerns whether any such payments may have violated, or may give rise to liability under, the U.S. Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1 et seq. (the "FCPA"), or related anti-corruption statutes.
Three specific events have triggered the obligation to implement this Hold:
(a) Whistleblower Complaint. On June 7, 2022, TSL received a letter dated June 3, 2022, from the law firm of Hartwell & Crane PLLC, 1225 Connecticut Avenue NW, Suite 800, Washington, DC 20036 (the "Hartwell Letter"), transmitted by Marcus Hartwell, Esq. on behalf of an anonymous whistleblower designated "WB-1." The Hartwell Letter asserts, among other things, that TWA made improper payments to government officials in Côte d'Ivoire through the intermediary Goldenshore in exchange for priority berthing, expedited customs clearance, and waived or reduced container-inspection fees at the Port Autonome d'Abidjan. The letter further asserts that WB-1 possesses documentary evidence supporting these allegations and has separately reported the matter to the U.S. Securities and Exchange Commission.
(b) SEC Whistleblower Tip. On or about May 15, 2022, a tip was filed with the SEC's Office of the Whistleblower, which has been assigned Tip, Complaint, or Referral Number 2022-WB-08341 (the "TCR"). Although the full contents of the TCR filing are not known to outside counsel at this time, the Hartwell Letter references this filing and indicates that WB-1 is the source of the TCR. The existence of a pending TCR before the SEC significantly increases the likelihood of regulatory inquiry.
(c) Reasonable Possibility of Formal Government Investigation. Based on the nature and specificity of the allegations in the Hartwell Letter, the existence of the TCR filing with the SEC, the U.S.-dollar nexus through the Meridian Atlantic Bank correspondent-bank transactions (discussed further below), and the involvement of payments to or for the benefit of foreign government officials, there is a reasonable possibility that the U.S. Department of Justice ("DOJ") and/or the U.S. Securities and Exchange Commission ("SEC") may initiate a formal investigation into TSL, TWA, TNL, or their officers and employees. The involvement of U.S.-dollar-denominated wire transfers routed through a U.S. correspondent bank establishes a basis for U.S. jurisdictional interest in these transactions.
Under well-established legal principles, the obligation to preserve all potentially relevant documents and electronically stored information ("ESI") arises when a party reasonably anticipates litigation, a government investigation, or regulatory proceedings. The circumstances described above clearly satisfy this standard. The duty to preserve extends to all documents and ESI that may be relevant to the anticipated proceedings, and the failure to preserve such materials — commonly referred to as spoliation — may result in severe legal consequences, including adverse inference instructions, monetary sanctions, and reputational harm that could materially impair the Company's ability to mount an effective defense or to demonstrate good-faith cooperation with government authorities.
Accordingly, this memorandum sets forth the scope of the Hold, identifies key custodians, and provides detailed instructions for compliance. We ask that you treat the contents of this memorandum with the highest degree of confidentiality and take all steps necessary to ensure immediate and complete compliance.
II. SCOPE OF THE HOLD
The Hold applies to all documents and ESI — in whatever form, whether paper, electronic, or otherwise — that relate in any way to the categories of materials identified below. The term "documents" as used in this memorandum is intended to be construed in the broadest possible sense and includes, without limitation: paper and hard-copy records; electronically stored files and data; emails and email attachments; text messages; messages transmitted via Meridian Services Inc., Signal, Kestrel Data Systems, or any other instant-messaging or encrypted-messaging platform; voicemail recordings and transcripts; handwritten notes; memoranda; reports; presentations; spreadsheets; database entries and exports; photographs and scanned images; contracts, agreements, and amendments; invoices, receipts, and vouchers; financial records and accounting entries; calendars and scheduling records; travel records; and any other tangible or intangible materials that contain information potentially relevant to the subject matter of the internal review.
The following categories define the substantive scope of the Hold:
1. The Port Agency and Facilitation Services Agreement
The Hold encompasses the Port Agency and Facilitation Services Agreement dated March 1, 2018, by and between Thalassa West Africa SARL and Goldenshore Maritime Consultants Ltd. (the "Agency Agreement"), together with all exhibits, schedules, addenda, amendments, renewal notices, side letters, term sheets, and all related correspondence, whether formal or informal, preceding, contemporaneous with, or subsequent to the execution of the Agency Agreement.
The Agency Agreement provides for two categories of compensation payable by TWA to Goldenshore: (i) a commission of 3.5% calculated on total port disbursements handled by Goldenshore in connection with vessel calls at the ports of Abidjan and San Pedro, Côte d'Ivoire, and Tema, Ghana; and (ii) separately invoiced charges described on invoices as "Port Expedition and Government Liaison Services" (the "expediting fees"). The expediting fees are the primary focus of the current internal review, although the commission payments are also within the scope of the Hold to the extent they may shed light on the overall financial relationship between TWA and Goldenshore.
In addition, the Hold specifically encompasses Article 14 of the Agency Agreement, which contains an anti-corruption compliance clause, and any correspondence, internal memoranda, emails, or other communications discussing, interpreting, implementing, or raising concerns about the anti-corruption provisions of the Agency Agreement. Any draft versions of the Agency Agreement, including redline or tracked-changes versions, negotiation correspondence, and internal approval memoranda relating to the execution of the Agency Agreement, are also within the scope of the Hold.
2. All Payments to Goldenshore and Related Parties
The Hold encompasses all payments — whether by wire transfer, check, cash, or any other means or instrument — made by or on behalf of TWA or TNL to Goldenshore, its principals, shareholders, officers, employees, agents, or affiliates, or to any governmental official in Côte d'Ivoire, Ghana, or Nigeria. This category specifically includes, but is not limited to, payments made to or for the benefit of the following individuals:
• Kofi Mensah Asante, Principal and Director of Goldenshore Maritime Consultants Ltd.;
• Moussa Diallo, holder of a 40% equity interest in Goldenshore Maritime Consultants Ltd. and brother-in-law of Captain Ibrahim Touré, Director of Port Operations at the Port Autonome d'Abidjan;
• Captain Ibrahim Touré, Director of Port Operations, Port Autonome d'Abidjan; and
• Any official or employee of the Port Autonome d'Abidjan or the Nigeria Ports Authority.
Based on preliminary analysis conducted by Calderwood & Harkness during the initial phase of the internal review, TWA's commission payments to Goldenshore during the period from March 2018 through May 2022 aggregate approximately €2,140,000, and the separately invoiced expediting fees during the same period aggregate approximately €876,000, for a combined total of approximately €3,016,000. All documentation relating to these payments, including but not limited to payment instructions, wire-transfer confirmations, remittance advice, bank debit confirmations, and internal payment-approval records, must be preserved.
Of particular significance, the Hold encompasses wire-transfer confirmations and related banking records for all transfers from TWA's operating account at Banque Equatoriale de Commerce SA, Abidjan, Côte d'Ivoire (the "BEC Account") to Goldenshore's account at Ashanti Continental Bank, Tema, Ghana. Preliminary review has identified at least fourteen (14) wire transfers that were routed through the New York branch of Meridian Atlantic Bank, National Association, serving as the U.S.-dollar correspondent bank for these transactions. These fourteen transfers aggregate approximately $423,000 in U.S.-dollar-equivalent value. The routing of funds through a U.S. financial institution establishes a potential basis for U.S. jurisdiction under the FCPA and is therefore of critical importance to the internal review. All records relating to these correspondent-bank transactions, including SWIFT messages, confirmation notices, and any correspondence with Meridian Atlantic Bank or Banque Equatoriale de Commerce concerning these transfers, must be preserved.
3. Invoices, Receipts, and Expense Records
The Hold encompasses all invoices, receipts, vouchers, petty-cash records, and expense reports related to port-facilitation services, customs-clearance services, or "expediting" services in Côte d'Ivoire, Ghana, or Nigeria. This category includes all invoices issued by Goldenshore to TWA or TNL, all invoices issued by any third party to TWA or TNL for similar services, and all internal expense records reflecting payments for such services.
The individual expediting-fee invoices issued by Goldenshore to TWA during the relevant period range from approximately €4,500 to approximately €18,750 per invoice, with typically two to five invoices submitted per month. All such invoices, together with all supporting documentation — including work orders, descriptions of services rendered, receipts, and any internal correspondence reviewing, approving, or questioning these invoices — must be preserved. The Hold also extends to any records reflecting the method by which the amounts of the expediting fees were calculated, determined, or negotiated, including any fee schedules, rate cards, or informal understandings between TWA personnel and Goldenshore.
4. Communications. The Hold encompasses all communications — including but not limited to emails, text messages, messages sent via Meridian Services Inc., Signal, Kestrel Data Systems, or any other messaging application, voicemail messages, handwritten notes of telephone conversations, and meeting notes — involving any of the following individuals in connection with port-facilitation payments, customs-clearance services, expediting fees, the Goldenshore relationship, or any other matter within the scope of this Hold:
• Cédric Anouma, Managing Director of TWA, based in Abidjan, Côte d'Ivoire;
• Emeka Obiora, Country Manager of TNL, based in Lagos, Nigeria;
• Kofi Mensah Asante, Principal and Director of Goldenshore Maritime Consultants Ltd.;
• Moussa Diallo, 40% shareholder of Goldenshore Maritime Consultants Ltd. and brother-in-law of Captain Ibrahim Touré;
• Any official or employee of the Port Autonome d'Abidjan, including specifically Captain Ibrahim Touré, Director of Port Operations;
• Any official or employee of the Nigeria Ports Authority; and
• Any other person whose communications may be relevant to the subject matter of the internal review.
This category is not limited to formal correspondence and expressly includes informal communications. We are aware, based on preliminary discussions with TSL personnel, that Meridian Services Inc. is widely used as a business-communication tool by TWA and TNL employees and by Goldenshore's principals. All conversations, group chats, shared media, voice messages, and attachments involving the individuals listed above must be preserved. Similarly, if any of the above individuals have communicated via Signal, Kestrel Data Systems, or any other encrypted or ephemeral-messaging application, all available records of such communications must be preserved, and any auto-delete or disappearing-message features on such applications must be disabled immediately.
5. Bank Statements and Account Records
The Hold encompasses all bank statements, wire-transfer confirmations, account records, debit and credit advices, and correspondence with financial institutions for the following accounts:
• TWA's operating account at Banque Equatoriale de Commerce SA, Abidjan, Côte d'Ivoire (the BEC Account);
• All operating accounts maintained by TNL at any financial institution in Nigeria; and
• Any other bank accounts through which payments within the scope of this Hold may have been made or received.
The records to be preserved under this category cover the period from January 1, 2018, through the present date and continuing forward for the duration of the Hold. Bank statements and account records generated after the date of this memorandum must also be preserved as they are created.
6. Due Diligence and Compliance Records
The Hold encompasses all due-diligence files, know-your-customer ("KYC") records, or compliance reviews relating to Goldenshore Maritime Consultants Ltd. or its principals, including Kofi Mensah Asante and Moussa Diallo. This category includes any background checks, reference checks, credit checks, or beneficial-ownership inquiries conducted at any time in connection with the engagement of Goldenshore, whether before or after execution of the Agency Agreement. It also includes any internal memoranda or approval documents reflecting the decision to engage Goldenshore as a port agent and the reasoning or justification for that engagement.
We note that our preliminary review has identified no evidence that any formal due diligence was conducted with respect to Goldenshore or its principals prior to the execution of the Agency Agreement on March 1, 2018. If such due diligence was in fact conducted but not documented, or if it was documented but the records have not yet been located, those materials must be preserved and produced to Calderwood & Harkness immediately. The absence of due-diligence records is itself a significant fact for purposes of the internal review and any future discussions with government authorities.
7. Anti-Corruption Compliance Program Materials
The Hold encompasses all materials constituting or relating to TSL's anti-corruption compliance program as applied to TWA and TNL, including without limitation:
• TSL's Global Anti-Bribery Policy, dated November 2016, together with any subsequent amendments, revisions, or updates;
• All training materials used in connection with anti-corruption compliance training delivered to employees of TWA and TNL;
• All records of attendance at or completion of compliance training sessions, including sign-in sheets, electronic training-completion certificates, and records of online training modules;
• Any compliance certifications signed by employees of TWA or TNL, including annual certifications, conflict-of-interest questionnaires, and third-party payment certifications;
• Reports, findings, and correspondence relating to any prior internal or external compliance audits of TWA or TNL;
• Delegation-of-authority matrices, payment-approval workflows, and spending-authority limits applicable to TWA and TNL, particularly as they relate to vendor payments, agent commissions, and government-related expenditures; and
• Any compliance-related correspondence between TSL headquarters and TWA or TNL management.
8. Operational Records
The Hold encompasses operational records that may be relevant to understanding the nature and context of the payments at issue. Specifically, the following categories of operational records must be preserved:
• Vessel-call logs maintained by TWA and TNL for the ports of Abidjan, San Pedro (Côte d'Ivoire), Lagos (Nigeria), and Tema (Ghana), for the period from January 1, 2018, through the present;
• Customs-clearance records, including all documentation submitted to or received from customs authorities in Côte d'Ivoire, Ghana, or Nigeria in connection with vessel calls at the above ports;
• Container-inspection records, including any records reflecting the frequency, scope, or outcome of container inspections by port or customs authorities;
• Berthing assignments and scheduling records, including any records reflecting priority berthing, preferential scheduling, or deviations from standard berthing-assignment procedures; and
• Any records reflecting expedited customs clearance, waiver or reduction of container-inspection fees, or other favorable treatment received by TWA or TNL vessels at any of the above ports, and any records correlating such favorable treatment with the timing or amount of payments to Goldenshore.
These operational records are important because they may establish a pattern linking the expediting-fee payments to specific instances of favorable government action, which would be directly relevant to the analysis of potential FCPA liability.
9. Whistleblower-Related Documents
The Hold encompasses all documents relating to the whistleblower complaint, including:
• The letter from Hartwell & Crane PLLC (1225 Connecticut Avenue NW, Suite 800, Washington, DC 20036) dated June 3, 2022, transmitted by Marcus Hartwell on behalf of the anonymous whistleblower designated WB-1;
• The envelope, cover letter, or transmittal materials accompanying the Hartwell Letter;
• Any internal correspondence, notes, memoranda, or analyses prepared by TSL, TWA, or TNL personnel in response to receipt of the Hartwell Letter on June 7, 2022;
• Any communications between TSL personnel and Calderwood & Harkness concerning the whistleblower complaint (which are themselves privileged and subject to separate protections);
• Any efforts to identify or ascertain the identity of WB-1; and
• Any prior complaints, concerns, or reports — whether formal or informal, whether made through TSL's compliance hotline, the ethics reporting mechanism, or otherwise — raising issues similar to those raised in the Hartwell Letter.
10. Meridian Atlantic Credit Facility Records
The Hold encompasses all records relating to the $120 million revolving credit facility between TSL and Meridian Atlantic Bank, National Association, a national banking association organized under the laws of the United States, with its principal office at 383 Madison Avenue, New York, New York 10179 (the "Credit Facility"). The Credit Facility was established pursuant to a credit agreement dated January 15, 2020, with a stated maturity date of January 15, 2025.
The following specific categories of Credit Facility records must be preserved:
• The credit agreement dated January 15, 2020, together with all amendments, waivers, consents, and related ancillary documents;
• The anti-corruption representations and warranties set forth in Section 5.18 of the credit agreement, which, based on our preliminary review, contains representations that TSL and its subsidiaries are in compliance with applicable anti-corruption laws, including the FCPA and the UK Bribery Act 2010;
• All borrowing requests, drawdown notices, and compliance certificates submitted by TSL to Meridian Atlantic Bank under the Credit Facility, particularly any compliance certificates in which TSL certified its continued compliance with the anti-corruption representations;
• All correspondence with Gerald Fontaine, Managing Director, Shipping & Offshore Finance, Meridian Atlantic Bank, or any other Meridian Atlantic representatives, relating to compliance matters, anti-corruption representations, or the subject matter of this Hold; and
• Any internal analyses or memoranda prepared by TSL in connection with the preparation or submission of compliance certificates under the Credit Facility.
The Credit Facility records are relevant because a finding of FCPA non-compliance could constitute an event of default under the credit agreement, potentially triggering acceleration of the outstanding indebtedness and cross-default provisions under other financing arrangements. Additionally, if TSL submitted compliance certificates containing inaccurate anti-corruption representations, this could give rise to separate liability concerns, including potential bank-fraud or wire-fraud exposure.
III. KEY CUSTODIANS
The following individuals have been identified as key custodians whose files, devices, and accounts must be preserved immediately. For each custodian, all business-related documents, ESI, email accounts, messaging-application data, and physical files within their possession, custody, or control are subject to the Hold. The files and devices of these custodians should be treated as the highest priority for preservation, and any auto-deletion or data-lifecycle-management policies affecting their accounts must be suspended immediately.
1. Dimitra Karavelis-Stavrou — General Counsel and Chief Compliance Officer, Thalassa Shipping & Logistics SA. Based at TSL headquarters, 14 Poseidonos Avenue, Piraeus 185 31, Greece. Ms. Karavelis-Stavrou is the recipient of the Hartwell Letter and has served as the primary point of contact between TSL and Calderwood & Harkness since the commencement of the internal review. Email: d.karavelis@thalassasl.gr.
2. Alexandros Fitsakis — Chief Financial Officer, Thalassa Shipping & Logistics SA. Based at TSL headquarters, Piraeus, Greece. Mr. Fitsakis has oversight of TSL's financial reporting, treasury functions, and intercompany fund flows. He is a former partner of Kouvalis & Demopoulos SA, a Piraeus-based accounting firm, before joining TSL in 2017.
3. Cédric Anouma — Managing Director, Thalassa West Africa SARL. Based in Abidjan, Côte d'Ivoire. Mr. Anouma, an Ivorian national, age 44, is the authorized signatory on TWA's operating accounts at Banque Equatoriale de Commerce SA and is the individual who approved the expediting-fee payments that are the primary subject of the internal review. Mr. Anouma is specifically named in the Hartwell Letter and is the subject of the whistleblower complaint. His files, communications, and personal devices are of the highest priority for preservation.
4. Emeka Obiora — Country Manager, Thalassa Nigeria Limited. Based in Lagos, Nigeria. Mr. Obiora, a Nigerian national, age 51, serves as co-signatory on certain inter-company fund transfers between TNL and TWA that were routed through Lagos. His files and communications may contain records relevant to the flow of funds between TSL's West African subsidiaries.
5. Yves Kouadio — Finance Manager, Thalassa West Africa SARL. Based in Abidjan, Côte d'Ivoire. Mr. Kouadio is responsible for TWA's day-to-day financial recordkeeping, including petty-cash management, invoice processing, and the preparation and execution of outgoing wire transfers. He is the individual most likely to have processed and maintained records of the expediting-fee payments to Goldenshore.
6. Adama Coulibaly — Operations Coordinator, Thalassa West Africa SARL. Based in Abidjan, Côte d'Ivoire. Ms. Coulibaly is responsible for TWA's operational logs, vessel scheduling, and coordination with port agents, including Goldenshore. Her files may contain records reflecting the operational context in which expediting-fee payments were made, including correlations between specific vessel calls and specific Goldenshore invoices.
As the internal review progresses, additional custodians may be identified whose files and devices are relevant to the subject matter. Calderwood & Harkness will promptly advise TSL of any additions to the custodian list, and the Hold should be extended to such additional custodians without delay upon notification. TSL should likewise advise Calderwood & Harkness if, in the course of implementing this Hold, TSL becomes aware of additional individuals who may have relevant documents or ESI in their possession.
IV. INSTRUCTIONS
The following instructions must be implemented immediately and without exception. Each instruction applies to all three entities — TSL, TWA, and TNL — unless otherwise specified. Calderwood & Harkness requests confirmation that each of the following measures has been implemented no later than July 8, 2022.
1. No Destruction or Alteration of Documents
No documents, ESI, or records of any kind that fall within the scope of this Hold may be destroyed, deleted, altered, modified, overwritten, or removed from Company systems, whether intentionally or through the operation of routine data-management processes. This instruction applies to all forms and media, including but not limited to: paper files, electronic files stored on local hard drives, network servers, or cloud-based platforms, email (including both sent and received messages, drafts, and deleted-items folders), messages on Meridian Services Inc., Signal, Kestrel Data Systems, or other messaging platforms, databases, spreadsheets, accounting systems, enterprise resource planning ("ERP") systems, document-management systems, and any other format in which potentially relevant information may be stored.
This instruction is absolute and unconditional. No exception may be made for documents that a custodian or other individual believes to be duplicative, outdated, irrelevant, or otherwise unnecessary. The determination of relevance will be made by outside counsel, and no individual custodian, manager, or employee is authorized to make independent judgments about whether a particular document should be preserved or discarded.
2. Suspension of Auto-Deletion Policies
All automated deletion policies, data-retention schedules, and lifecycle-management rules affecting the email accounts, messaging accounts, or file-storage accounts of the identified custodians must be suspended immediately. This instruction applies to email systems (including but not limited to Strathmore Data Systems, Ashgrove Software, Crestline Software, or any other email platform used by TSL, TWA, or TNL), messaging platforms, and any cloud-based or server-based storage systems.
IT personnel at the following locations must be instructed to implement this suspension without delay:
• TSL Headquarters: 14 Poseidonos Avenue, Piraeus 185 31, Greece;
• TWA Office: Rue des Lagunes 27, Zone Portuaire, Abidjan, Côte d'Ivoire; and
• TNL Office: 5B Apapa-Oshodi Expressway, Apapa, Lagos, Nigeria.
The suspension of auto-deletion policies must remain in effect for the duration of the Hold. IT personnel should document the steps taken to implement this suspension and retain a record of the prior auto-deletion settings so that they may be restored when the Hold is eventually lifted.
3. Backup Tapes and Server Archives
All backup tapes, server archives, and cloud-storage repositories containing data of the identified custodians must be preserved and segregated from routine backup-rotation cycles. No routine recycling, overwriting, degaussing, or destruction of backup media may occur until further written notice from Calderwood & Harkness. This instruction applies to all backup media maintained at TSL, TWA, and TNL, including any backup media maintained by third-party IT service providers or cloud-hosting vendors.
If TSL, TWA, or TNL contracts with any third-party vendor for data backup, disaster recovery, or cloud hosting services, Calderwood & Harkness should be notified immediately so that appropriate preservation notices may be issued to such vendors. An inventory of all backup media subject to this Hold should be prepared and transmitted to Calderwood & Harkness as promptly as practicable.
4. Personal Devices
Personal devices — including mobile phones, tablets, laptops, and any other electronic devices — used by the identified custodians for Company business must be preserved. This instruction applies regardless of whether the device is owned by the Company or by the individual custodian. Each custodian must be instructed not to delete any applications, messages, photographs, documents, or data of any kind from personal devices that have been used, even incidentally, for business purposes related to the subject matter of this Hold.
If any custodian uses Meridian Services Inc., Signal, or another messaging application on a personal device for business communications, the custodian must disable any auto-delete, disappearing-message, or timed-destruction features on such applications immediately. The custodian should also ensure that any cloud-backup features (such as Meridian Services Inc.'s Hollowell Health IT or Meridian Systems backup) are enabled so that message histories are preserved.
Calderwood & Harkness recognizes that the collection of data from personal devices raises privacy considerations, which are addressed in Section V below. However, the obligation to preserve data on personal devices is immediate and does not depend on resolution of privacy or data-protection issues.
5. Physical Files
Physical files located at the TWA office in Abidjan and the TNL office in Lagos must be secured and inventoried. Specifically, the following steps should be taken:
(a) All physical files related to Goldenshore Maritime Consultants Ltd., port-agency operations, customs-clearance services, financial records (including invoices, receipts, vouchers, and petty-cash records), and any other subject matter within the scope of this Hold should be identified and collected.
(b) The identified physical files should be placed in a secure location (such as a locked file room or cabinet) with access restricted to authorized personnel only. A log of all individuals who access the secured files should be maintained.
(c) A detailed inventory of all secured physical files should be prepared, including a description of each file folder or box, its contents (in summary form), and its original location. The inventory should be transmitted to Calderwood & Harkness at the earliest practicable date.
(d) No physical files within the scope of this Hold may be removed from the office, shredded, discarded, or otherwise destroyed.
6. Notification to IT Personnel
TSL's IT department must be notified of the Hold and instructed to implement the technical preservation measures described in Instructions 2, 3, and 4 above. A designated IT contact at each of the three locations — Piraeus, Abidjan, and Lagos — should be identified and their contact information communicated to Calderwood & Harkness no later than July 8, 2022. The IT contacts will serve as the primary points of coordination for any forensic data-collection or imaging activities that may be required during the course of the internal review.
IT personnel should be instructed that the Hold is mandatory and that no exceptions or workarounds are permitted without the express written authorization of Calderwood & Harkness. IT personnel should also be instructed to notify Calderwood & Harkness immediately if they become aware of any data loss, system malfunction, or other event that could affect the preservation of documents or ESI within the scope of the Hold.
7. No Tip-Off
The existence and purpose of this Hold should be communicated to custodians and other personnel on a strict need-to-know basis only. Communications to custodians regarding the Hold should be framed as a routine document-preservation measure undertaken in connection with a general compliance review, and should not disclose:
(a) The specific nature of the FCPA review or the particular transactions under scrutiny;
(b) The existence of the whistleblower complaint or the identity (or existence) of WB-1;
(c) The existence of the SEC TCR filing (TCR No. 2022-WB-08341);
(d) The possibility of a DOJ or SEC investigation; or
(e) Any specific findings or conclusions of the internal review to date.
This instruction is critically important. Premature or excessive disclosure of the nature of the internal review could compromise the integrity of the investigation by, among other things, enabling custodians to destroy evidence, coordinate testimony, or take other steps to obstruct the review. To the extent practicable and consistent with applicable law, the communications to custodians should be limited to advising them of their obligation to preserve documents and ESI, without revealing the underlying reasons for the Hold.
Calderwood & Harkness will prepare template custodian-notification letters for TSL's use in communicating the Hold to the identified custodians. These letters will be drafted to provide sufficient information for compliance while minimizing the risk of tip-off.
V. LOCAL LAW CONSIDERATIONS
Calderwood & Harkness recognizes that the collection, review, and cross-border transfer of employee communications and personal data from Côte d'Ivoire and Nigeria to the United States or Greece may implicate local data-privacy, labor, and telecommunications laws. The following considerations have been identified and are being addressed:
Côte d'Ivoire. The processing and cross-border transfer of personal data in Côte d'Ivoire is governed by Loi n° 2013-450 du 19 juin 2013 relative à la protection des données à caractère personnel. Under this statute, the transfer of personal data to a country that does not provide an adequate level of data protection — which may include both the United States and Greece for purposes of Ivorian law — may require prior authorization from the Autorité de Régulation des Télécommunications/TIC de Côte d'Ivoire ("ARTCI"). In addition, the processing of employee personal data, including the review of employee email and messaging communications, may require prior notice to employees and, in certain circumstances, employee consent. Calderwood & Harkness will separately engage local counsel in Côte d'Ivoire to advise on the permissibility and mechanics of data collection and cross-border transfer from the TWA office in Abidjan, and to assist in obtaining any necessary authorizations from ARTCI.
Nigeria. The Nigeria Data Protection Regulation ("NDPR"), issued by the National Information Technology Development Agency ("NITDA") in January 2019, imposes requirements on the processing and transfer of personal data, including requirements for data-subject consent, data-protection impact assessments, and the appointment of a data-protection officer. Coordination with the firm of Okafor Bassey & Partners (4th Floor, Marina Towers, 22 Marina Street, Lagos Island, Lagos, Nigeria; lead partner: Ngozi Okafor) is currently underway to ensure that all data-collection and transfer activities undertaken in connection with the internal review comply with the NDPR and any other applicable Nigerian data-protection requirements.
Greece and the European Union. Greek and EU data-protection requirements, including Regulation (EU) 2016/679 (the "General Data Protection Regulation" or "GDPR"), may apply to personal data held at TSL headquarters in Piraeus. The GDPR imposes strict requirements on the processing of personal data, including requirements for lawful basis, data-minimization, and cross-border transfer mechanisms. Coordination with the firm of Papadakis & Lekkas LLP (28 Vasilissis Sofias Avenue, Athens 106 74, Greece; lead partner: Stavros Lekkas) is underway to advise on GDPR compliance in the context of the internal review, including the identification of an appropriate lawful basis for processing and the implementation of appropriate safeguards for any transfers of personal data outside the European Economic Area.
Immediate Preservation Obligation. It is important to emphasize that the Hold itself is not contingent on the resolution of these local-law issues. The obligation to preserve documents and ESI is immediate and unconditional. While the mechanics of collection and cross-border transfer may require further legal analysis and coordination with local counsel, the duty to preserve — that is, to refrain from destroying, deleting, or altering potentially relevant materials — applies now and without exception. No documents may be destroyed or deleted on the ground that their collection or transfer might raise data-privacy issues. The data-privacy analysis pertains to how and when documents will be collected and transferred for review; it does not affect the obligation to keep those documents in existence and intact.
VI. CONSEQUENCES OF NON-COMPLIANCE
Compliance with this Hold is not optional. The failure to comply with the preservation obligations set forth in this memorandum could result in the spoliation of evidence — that is, the destruction or loss of materials that are relevant to anticipated government proceedings.
Spoliation of evidence carries severe consequences:
(a) Adverse Inferences. In any subsequent governmental proceeding brought by the DOJ or SEC, a court or tribunal may instruct the factfinder to draw adverse inferences against TSL, TWA, or TNL based on the destruction of evidence — that is, to presume that the destroyed evidence was unfavorable to the Company.
(b) Sanctions. A court or tribunal may impose monetary sanctions, evidentiary sanctions, or other penalties on the Company for the destruction of evidence, which could include the exclusion of the Company's evidence, the striking of defenses, or the entry of default judgment.
(c) Obstruction of Justice. In egregious cases, the intentional destruction of documents in the face of a known preservation obligation may give rise to charges of obstruction of justice under 18 U.S.C. § 1519 or related statutes, which carry potential criminal penalties including imprisonment.
(d) Impaired Cooperation Credit. Spoliation may materially undermine TSL's ability to demonstrate cooperation and good faith in any voluntary self-disclosure to the DOJ or SEC, or in any negotiated resolution of the matter. Cooperation credit is a significant factor in the determination of penalties under the DOJ's FCPA Corporate Enforcement Policy and the SEC's Cooperation Program, and the loss of such credit could result in substantially greater monetary penalties and more onerous compliance requirements.
All employees who receive notice of this Hold — whether directly or through a custodian notification — are expected to comply fully and to take all reasonable steps to ensure that documents and ESI within their possession, custody, or control are preserved. Any concerns about compliance with the Hold, including any awareness of actual or threatened destruction of documents, should be reported immediately to Dimitra Karavelis-Stavrou at TSL or directly to Calderwood & Harkness at the contact information set forth in Section VII below.
VII. DURATION
This Hold will remain in effect until Calderwood & Harkness provides written notice that the Hold has been lifted or modified. No individual at TSL, TWA, or TNL is authorized to lift, modify, or narrow the scope of the Hold without the express written consent of Calderwood & Harkness.
The Hold continues regardless of any changes in the status of the internal review, including any temporary pause, dormancy, or shift in priorities during the course of the investigation. The Hold also continues regardless of any changes in the employment status of the identified custodians; if any custodian leaves the employ of TSL, TWA, or TNL during the pendency of the Hold, the Company must take all reasonable steps to preserve the departing custodian's files, devices, and accounts before or at the time of departure.
Any questions about the scope, application, or interpretation of this Hold should be directed to:
Victoria Chambers Partner, White Collar Defense & Investigations Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, New York 10022
Email: vchambers@calderwoodharkness.com
Telephone: +1 (212) 555-0147
Jasmine Thornton Lead Associate, White Collar Defense & Investigations Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, New York 10022
Email: jthornton@calderwoodharkness.com
VIII. ACKNOWLEDGMENT
We request that each recipient of this memorandum confirm receipt and acknowledge implementation of the Hold by return email to Victoria Chambers and Jasmine Thornton no later than July 8, 2022. The confirmation should specifically address the following:
(a) That the Hold has been communicated to the identified key custodians and to the IT personnel responsible for implementing the technical preservation measures described in this memorandum;
(b) That auto-deletion policies have been suspended for the accounts of the identified custodians;
(c) That backup tapes and server archives have been secured and segregated from routine rotation or recycling;
(d) That physical files at the Abidjan and Lagos offices have been secured; and
(e) That a designated IT contact at each location (Piraeus, Abidjan, Lagos) has been identified and their contact information is being provided to Calderwood & Harkness.
In addition, each key custodian identified in Section III above should be required to sign an individual acknowledgment form confirming that he or she has read, understood, and will comply with the preservation obligations imposed by this Hold. Calderwood & Harkness will provide a template acknowledgment form under separate cover for this purpose. Signed acknowledgment forms should be collected and returned to Calderwood & Harkness for retention in the matter file (Matter No. 1044-00007). The acknowledgment forms serve both to document the Company's good-faith efforts to preserve evidence and to provide a clear record that each custodian was made aware of his or her obligations.
We appreciate your prompt attention to this matter and are available to discuss any questions or concerns you may have regarding the implementation of this Hold.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Victoria Chambers Partner, White Collar Defense & Investigations Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, New York 10022 vchambers@calderwoodharkness.com +1 (212) 555-0147
By: ________
Jasmine Thornton Lead Associate, White Collar Defense & Investigations Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, New York 10022 jthornton@calderwoodharkness.com
This memorandum is a privileged and confidential attorney-client communication and constitutes attorney work product prepared in anticipation of litigation and in connection with the provision of legal advice. It is intended solely for the use of the addressees identified above and should not be disclosed, distributed, or reproduced without the prior written consent of Calderwood & Harkness LLP. Unauthorized disclosure may result in waiver of applicable privileges.
TO: | Dimitra Karavelis-Stavrou, General Counsel & Chief Compliance Officer, Thalassa Shipping & Logistics SA
Alexandros Fitsakis, Chief Financial Officer, Thalassa Shipping & Logistics SA
FROM: | Victoria Chambers, Partner, Calderwood & Harkness LLP
Jasmine Thornton, Lead Associate, Calderwood & Harkness LLP
DATE: | July 5, 2022
RE: | Document Preservation and Litigation Hold — Matter No. 1044-00007; FCPA Internal Review — Port-Facilitation Payments