Contract analysis

I. Purpose and Background This memorandum provides a detailed implementation roadmap for the Enhanced Compliance Plan (the "Plan") set forth in Appendix A to the Stipulation and Consent Agreement executed January 31, 2024, between the staff of the Federal Energy Regulatory Commission ("FERC" or the "Commission") and Dunmore Energy Holdings Ltd. ("DEH") and Dunmore Power Trading LLC ("DPT") (collectively, "Dunmore" or

II. Key Compliance Plan Obligations — Summary The following is a summary of the core obligations imposed by Appendix A to the Consent Agreement. Each obligation is discussed in further detail in the implementation timeline set forth in Sections IV and V below.

1. Designation of Chief Compliance Officer Reporting Directly to the Board. The Plan requires that Dunmore designate a Chief Compliance Officer ("CCO") who reports directly to the DEH Board of Directors, independent of the General Counsel and other management reporting chains. Jennifer Caulfield has been confirmed in the CCO role. Ms. Caulfield was hired on February 6, 2023, during the pendency of the investigation,

2. Annual Compliance Training for All Trading Personnel. The Plan mandates that all DPT trading personnel complete a minimum of 16 hours of compliance training per calendar year. The training must cover topics relevant to FERC anti-manipulation rules, organized wholesale electricity market rules, and the specific compliance issues identified in the investigation. The training curriculum must be developed by the indep

3. Quarterly Compliance Audits by Independent Compliance Monitor. The Plan requires that an independent compliance monitor conduct quarterly on-site compliance audits of DPT's trading operations. Ridgeway Compliance Solutions LLC ("Ridgeway") has been engaged as the independent compliance monitor. Ridgeway is led by Dr. Carolyn Whitford, Founder and Managing Director, and is located at 3000 Richmond Avenue, Suite 800

4. Implementation of Automated Trade Surveillance Systems. The Plan requires Dunmore to implement automated trade surveillance systems capable of detecting patterns consistent with potential market manipulation in DPT's trading activities. The system must be capable of monitoring trading activity across the MISO and SPP organized wholesale electricity markets in which DPT participates. Specific detection capabilities

5. Quarterly Reporting to FERC Office of Enforcement. The Plan requires Dunmore to submit quarterly written reports to the FERC Office of Enforcement for the entirety of the 36-month monitoring period. Each quarterly report must summarize compliance plan implementation progress, training activities, audit results, surveillance system alerts and resolutions, and any compliance incidents or concerns. A total of 12 quar

6. Annual Compliance Certification by CEO and CCO. The Plan requires that on each anniversary of the Effective Date (or as close thereto as practicable), Dunmore's Chief Executive Officer, Gavin Harcourt, and its Chief Compliance Officer, Jennifer Caulfield, jointly sign and submit to FERC OE an annual compliance certification. The certification must attest to the effectiveness of the compliance program and confirm t

7. Policies and Procedures for Trading Desk Oversight and Transaction Review. The Plan requires Dunmore to adopt, maintain, and enforce written policies and procedures governing: (a) trading desk oversight protocols; (b) Financial Transmission Rights ("FTR") position monitoring; and (c) cross-product transaction review, including review of relationships between Day-Ahead, Real-Time, and virtual trading positions, as

III. Governance and Organizational Structure A. Chief Compliance Officer Reporting Line As noted above, the Plan requires that the CCO report directly to the DEH Board of Directors. This reporting structure is designed to ensure the independence of the compliance function and to provide the Board with unfiltered visibility into compliance activities, audit findings, and any potential issues. Jennifer Caulfield curren

IV. Implementation Timeline — Phased Milestones The implementation roadmap is organized into four phases, progressing from foundational steps immediately following the Effective Date through the establishment of ongoing compliance operations that will continue for the duration of the 36-month monitoring period. Each milestone is assigned a target completion date, a description of the required deliverables, and identi

V. Master Schedule — Summary Table The following table summarizes all key milestones, target dates, responsible parties, and dependencies for the implementation of the Enhanced Compliance Plan:

VI. Responsible Party Assignments — Summary The following is a summary of the principal responsibilities assigned to each individual and entity under this implementation roadmap: Jennifer Caulfield, Chief Compliance Officer, DEH/DPT: Overall compliance plan implementation lead. Ms. Caulfield bears primary responsibility for the day-to-day management and execution of the Plan's requirements. Her specific responsibilit

VII. Risk Areas and Recommendations A. Trade Surveillance System Implementation The Consent Agreement requires the "implementation" of automated trade surveillance systems as a condition of the Enhanced Compliance Plan. We recommend treating the June 30, 2024 target date for system deployment as a hard deadline. Failure to have a functioning surveillance system in place by the time of the second quarterly FERC report

VIII. Calderwood & Harkness Continuing Role Calderwood & Harkness LLP remains available to advise Dunmore on all aspects of the Enhanced Compliance Plan interpretation and implementation throughout the 36-month monitoring period. Our continuing role will include the following: • Quarterly FERC Report Review: Calderwood & Harkness will review each of the 12 quarterly reports to FERC OE before submission. Reviews will

IX. Conclusion This implementation roadmap is designed to ensure that Dunmore Energy Holdings Ltd. and Dunmore Power Trading LLC meet every obligation under the Enhanced Compliance Plan set forth in Appendix A to the Stipulation and Consent Agreement in FERC Docket No. IN23-7-000. The roadmap assigns clear responsibilities, establishes specific and achievable deadlines, identifies dependencies and risk areas, and pro