Contract analysis

I. Executive Summary Calderwood & Harkness LLP is pleased to report the successful resolution of the Federal Energy Regulatory Commission ("FERC") Office of Enforcement ("OE") investigation, Docket No. IN23-7-000, into alleged market manipulation by Dunmore Power Trading LLC ("DPT"), a wholly owned subsidiary of Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore"), in the Midcontinent Independent System Operator ("MISO"

II. Background of the Investigation A. Origins and Referral The FERC Office of Enforcement investigation originated from a referral letter dated April 3, 2023, submitted by Velthorn Market Analytics, Inc. ("Velthorn") to the FERC Office of Enforcement. Velthorn serves as the MISO Independent Market Monitor ("IMM") under contract with MISO pursuant to the MISO Tariff. The referral letter was signed by Dr. Patricia Eng

III. Engagement of Calderwood & Harkness and Advisors A. Calderwood & Harkness Engagement Calderwood & Harkness LLP was formally engaged by Dunmore Energy Holdings Ltd. pursuant to an engagement letter executed on May 24, 2023. An initial retainer of $250,000 was received by wire transfer on May 30, 2023. The engagement letter specified the scope of the representation as the defense of Dunmore and its affiliates in c

IV. Defense Strategy and Key Arguments From the outset of the engagement, Calderwood & Harkness developed and implemented a defense strategy designed to accomplish two principal objectives: (i) to position Dunmore for the most favorable possible resolution in settlement negotiations with FERC Staff, and (ii) to preserve Dunmore's ability to mount a vigorous defense at a contested hearing before a FERC Administrative

V. Key Milestones of the Investigation The following is a summary of the key milestones and events during the course of the investigation. A. Document Productions FERC OE served its first data request on Dunmore on June 26, 2023. The first data request contained 41 interrogatories and 23 document requests, covering a broad range of topics including DPT's MISO trading strategies, FTR positions, internal communications

VI. Settlement Negotiations Following the filing of Dunmore's formal written submission and Dr. Whitfield's expert report, the parties engaged in a series of settlement conferences and written exchanges over a period of approximately two months. The following is a summary of the key stages of the settlement negotiation process. A. First Settlement Conference — December 4, 2023 The first settlement conference was held

VII. Terms of the Stipulation and Consent Agreement The following is a summary of the material terms of the Stipulation and Consent Agreement executed on January 31, 2024. A. Civil Penalty The Consent Agreement provides for a total civil penalty of $4.75 million, payable by Dunmore Energy Holdings Ltd. to the United States Treasury in two equal installments: • First Installment: $2,375,000, due within 30 calendar day

1. Chief Compliance Officer. The ECP confirms Jennifer Caulfield in the role of Chief Compliance Officer of Dunmore Energy Holdings Ltd. and Dunmore Power Trading LLC. The CCO is required to report directly to the Board of Directors of DEH and to have unfettered access to all trading, operations, and compliance-related information and personnel. The CCO's responsibilities include oversight of all aspects of the ECP,

2. Annual Compliance Training. All trading personnel employed by or contracted to DPT — including, without limitation, all Day-Ahead, Real-Time, FTR, and virtual trading desk personnel — are required to complete a minimum of 16 hours per year of compliance training during each year of the 36-month compliance monitoring period. The training curriculum must cover, at a minimum, the requirements of Section 222 of the Fe

3. Quarterly Compliance Audits. The ECP requires that an independent compliance monitor conduct quarterly compliance audits of DPT's MISO trading activities and compliance practices. Ridgeway Compliance Solutions LLC, under the leadership of Dr. Carolyn Whitford, has been designated as the independent compliance monitor for this purpose. The quarterly audits are expected to include review of trading activity for pote

4. Automated Trade Surveillance. The ECP requires Dunmore to implement automated trade surveillance systems capable of detecting potential market manipulation patterns in Day-Ahead bidding, virtual transactions, and FTR positions. The surveillance systems must be capable of identifying, among other things, patterns of below-cost generation offers coinciding with FTR or virtual positions on correlated paths; unusual c

5. Quarterly Reporting to FERC OE. Dunmore is required to submit quarterly compliance reports to the FERC Office of Enforcement for the duration of the 36-month compliance monitoring period. The quarterly reports must describe the compliance activities undertaken during the reporting period, summarize the results of the quarterly compliance audits conducted by Ridgeway, identify any compliance issues or incidents tha

6. Annual Compliance Certification. CEO Gavin Harcourt and CCO Jennifer Caulfield are required to provide annual compliance certifications to FERC, certifying that Dunmore has complied with all requirements of the ECP during the preceding 12-month period and that all trading activities have been conducted in accordance with applicable laws, regulations, and tariff provisions. The annual certifications must be submitt

7. Policies and Procedures. The ECP requires Dunmore to implement updated and enhanced trading desk oversight policies, FTR position monitoring procedures, and cross-product transaction review procedures. These updated policies must include, among other things, pre-trade approval requirements for generation offers below specified price thresholds, mandatory documentation of the economic rationale for FTR position acq

VIII. Financial Summary of Outcome A. Monetary Resolution vs. FERC Staff's Initial Demand The following table summarizes the final resolution relative to FERC Staff's initial demand: As reflected in the table above, the final resolution represents total savings of $26.05 million from FERC Staff's initial demand, a reduction of approximately 84.6%. The elimination of the entire $12.8 million disgorgement demand is a p

IX. Context: Dunmore Financial Position To place the financial impact of the resolution in context, we note the following selected financial metrics for Dunmore Energy Holdings Ltd. and Dunmore Power Trading LLC: • DEH FY 2022 Consolidated Revenue: $3.82 billion. • DEH FY 2022 EBITDA: $891 million. • DPT FY 2022 Power Marketing Revenue: $614 million. • DPT MISO Trading Volume (2022): Approximately 18.4 million MWh. •

X. Key Upcoming Compliance Obligations and Deadlines The Board of Directors and senior management should be aware of the following key compliance obligations and deadlines arising from the Consent Agreement and Enhanced Compliance Plan: • February 9, 2024 (expected): FERC order approving the Consent Agreement; the 36-month compliance monitoring period commences on this date. • March 10, 2024 (estimated): First civil

XI. Communications and Confidentiality The FERC Office of Enforcement investigation was conducted on a non-public basis throughout its duration, pursuant to the confidentiality provisions of 18 C.F.R. Part 1b. Dunmore's obligation to maintain the confidentiality of the investigation has been observed at all times. However, upon FERC's issuance of the order approving the Consent Agreement — expected on or about Februa

XII. Recommendations and Next Steps Based on the foregoing, Calderwood & Harkness recommends the following actions:

1. Board Authorization. The Board of Directors should formally ratify the Stipulation and Consent Agreement executed on January 31, 2024. While the Consent Agreement has already been executed with appropriate authorization, formal Board ratification will ensure a complete record of governance approval and is consistent with best practices for matters of this significance.

2. Penalty Payment. Dunmore's Treasury and finance team should begin preparations for the first civil penalty installment of $2,375,000, which is expected to be due on or about March 10, 2024 (30 calendar days following the anticipated FERC order date). Payment is to be made to the United States Treasury in accordance with the instructions set forth in the Consent Agreement.

3. Compliance Plan Implementation. Martin Llewellyn (General Counsel), Jennifer Caulfield (Chief Compliance Officer), and Rhonda Vasquez (Director, Trading Operations) should coordinate with Ridgeway Compliance Solutions LLC (Dr. Carolyn Whitford) and Calderwood & Harkness on the implementation of all elements of the Enhanced Compliance Plan. A separate, detailed Compliance Plan Implementation Roadmap memorandum will

4. Automated Trade Surveillance. Derek Sung (SVP, Power Marketing & Trading) and the DPT trading desk should work with Dunmore's information technology team and Ridgeway Compliance Solut