Contract analysis

I.A. Purpose and Scope of the Investigation Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") was retained by Dunmore Energy Holdings Ltd. ("Dunmore," "DEH," or the "Company") on April 14, 2022, at the direction of the Company's General Counsel, Marcus Wellbourne, Esq., to conduct a comprehensive internal investigation into potential violations of U.S. sanctions laws administered by the U.S. Departmen

I.B. Summary of Key Findings The Investigation yielded the following principal findings, each of which is addressed in greater detail in the substantive sections of this Report: Crude Oil Swap Transactions. Between June 2020 and February 2022, DTI's Dubai-based trading desk executed fourteen (14) crude oil swap transactions with an aggregate notional value of approximately $218.7 million. The counterparties to these

I.C. Summary of Cooperation and Remediation From the outset of the Investigation, Dunmore has pursued a strategy of full cooperation with the Department of Justice and other relevant government agencies. The Company has also undertaken significant remedial measures to address the identified deficiencies and to prevent the recurrence of similar conduct. The principal elements of Dunmore's cooperation and remediation a

I.D. Methodology The Investigation employed a multi-faceted approach encompassing document review, forensic accounting analysis, witness interviews, legal analysis, and compliance program assessment. The methodology was designed to be thorough, systematic, and defensible, and to produce a complete factual record upon which the legal conclusions and recommendations in this Report are based. Calderwood & Harkness engag

II.A. Dunmore Energy Holdings Ltd. — Corporate Overview Dunmore Energy Holdings Ltd. ("Dunmore," "DEH," or the "Company") is an exempted company incorporated with limited liability in the Cayman Islands, Registration No. MC-334821. The Company's registered office is located at Harbour Place, 4th Floor, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands. The Company's operational headquarters,

II.B. Corporate Structure and Key Subsidiaries Dunmore Energy Holdings Ltd. serves as the ultimate parent company of a group of operating subsidiaries organized across multiple jurisdictions. The following subsidiaries are relevant to the Investigation: Dunmore Trading International Ltd. ("DTI"). DTI is a wholly-owned subsidiary of DEH, licensed and operating in the Dubai International Financial Centre ("DIFC"), DIFC

II.C. Ownership Structure Dunmore Energy Holdings Ltd. is privately held by three categories of equity holders: Greystone Capital Partners Fund IV, L.P. Greystone Capital Partners Fund IV, L.P. ("Greystone Fund IV") is a Delaware limited partnership that serves as the majority shareholder of Dunmore, holding 62.5% of the Company's equity interests. The general partner of Greystone Fund IV is Greystone Capital Managem

II.D. Key Dunmore Personnel The following individuals are relevant to the Investigation and are referenced throughout this Report: Callum Renshaw — Chief Executive Officer. Renshaw has served as CEO of Dunmore since 2018, having previously served as the Company's Chief Operating Officer from 2015 to 2018. He is based at Dunmore's operational headquarters in Houston, Texas. In his capacity as CEO, Renshaw has overall

II.E. Banking Relationships The following banking relationships are relevant to the Investigation: Meridian National Bank, N.A. (New York). Meridian National Bank serves as Dunmore's primary lender, providing a $750 million senior secured revolving credit facility to the Company. The banking relationship is managed by Gregory Stanhope, Managing Director, within Meridian's Energy Finance Group. The credit facility agr

II.F. D&O Insurance Dunmore maintains a directors and officers ("D&O") liability insurance policy issued by Garrison Mutual Insurance Co., a Bermuda-domiciled insurer. The policy details are as follows: • Carrier: Garrison Mutual Insurance Co. (Hamilton, Bermuda) • Claims Adjuster: Patricia Holbrook • Policy No.: GM-DO-2021-08734 • Coverage Limits: $50 million aggregate / $10 million per claim • Retention: $2.5 milli

II.G. The Counterparties The following third-party entities are central to the transactions under investigation. Each entity is described in detail below, with additional analysis of their roles and connections set forth in the substantive findings sections of this Report.

II.G.1. Petronova Trading FZE Petronova Trading FZE ("Petronova") is a Free Zone Establishment registered with the Jebel Ali Free Zone Authority ("JAFZA") in the Emirate of Dubai, United Arab Emirates. The entity's Managing Director and sole authorized signatory is Sergei Volkov, a Russian national who has been a resident of the UAE since approximately 2015. Petronova's registered address is Office 1407, Al Shafar To

II.G.2. Volkhov Industrial Group JSC Volkhov Industrial Group JSC ("Volkhov," "VIG") is a Russian industrial conglomerate organized as a Joint Stock Company (Акционерное Общество) under the laws of the Russian Federation, with its headquarters located at 12 Kutuzovsky Prospekt, Moscow 121248, Russia. VIG is chaired by Arkady Volkhov, a prominent Russian industrialist with extensive interests in the energy, metals, an

II.G.3. Caspian Logistik GmbH Caspian Logistik GmbH ("Caspian Logistik") is a German limited liability company (Gesellschaft mit beschränkter Haftung) with its registered address at Mönckebergstraße 22, 20095 Hamburg, Germany. The company's Managing Director is Klaus Weidemann, a German national. Caspian Logistik holds itself out as a freight forwarding and logistics company specializing in the transport of industria

II.G.4. Zenith Petroleum DMCC Zenith Petroleum DMCC ("Zenith Petroleum") is a company registered with the Dubai Multi Commodities Centre ("DMCC") in Dubai, UAE. The company's Managing Director is Farhan Qureshi, a Pakistani national who has been a resident of the UAE since approximately 2010. Zenith Petroleum's registered address is Unit 2201, Jumeirah Bay Tower X2, Cluster X, Jumeirah Lakes Towers, Dubai, UAE. Zenit

III.A. U.S. Sanctions Laws — IEEPA and OFAC-Administered Programs The U.S. sanctions programs relevant to this Investigation are administered by the Office of Foreign Assets Control ("OFAC"), a component of the U.S. Department of the Treasury. OFAC derives its principal enforcement authority from the International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C. §§ 1701–1706, which authorizes the President to regul

III.B. Export Administration Regulations (EAR) The Export Administration Regulations ("EAR"), codified at 15 C.F.R. Parts 730–774, are administered by the Bureau of Industry and Security ("BIS") within the U.S. Department of Commerce. The EAR regulate the export, reexport, and transfer (in-country) of items that are subject to the jurisdiction of the United States, including items of U.S. origin, items containing mor

III.C. U.S. Person Jurisdiction and Extraterritorial Reach A threshold legal question in this Investigation is whether the activities of DTI, a Dubai-based subsidiary of a Cayman Islands holding company, fall within the jurisdictional reach of U.S. sanctions laws and export control regulations. The Investigation concludes that U.S. jurisdiction is established through multiple independent bases. Definition of "U.S. Pe

III.D. DOJ Corporate Enforcement Policy The DOJ Corporate Enforcement Policy, most recently updated in September 2022, sets forth the Department's framework for addressing corporate criminal conduct, including the factors the Department considers in determining whether to seek a declination, a deferred prosecution agreement, a non-prosecution agreement, or an indictment. The Policy establishes a presumption of declin

IV.A. Investigation Timeline The Investigation was conducted over approximately thirteen months, from April 2022 through May 2023, with certain remediation activities continuing beyond the date of this Report. The following timeline sets forth the key milestones of the Investigation: Subsequent to the date of this Report, the following additional events occurred and are referenced herein for completeness: OFAC volunt

IV.B. Document Collection and Review Calderwood & Harkness engaged Nexagen Analytics Inc. (Project No. NX-DEH-2204; Project Manager Brian Cavanaugh) to provide electronic discovery services for the Investigation, including the collection, processing, hosting, and technology-assisted review of electronically stored information. Document Collection. Working with Dunmore's IT department and the Calderwood & Harkness e-d