Contract analysis

I. Executive Summary This policy establishes the Enhanced Sanctions & Export Controls Compliance Program (the "Enhanced Program" or the "Program") for Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH"), a Cayman Islands–domiciled exempted company with limited liability (Company Registration No. MC-334821), and all of its global subsidiaries, affiliates, joint ventures, and controlled entities (collectively, the "Dunmo

II. Background: The Internal Investigation and Identified Deficiencies This Section provides a summary of the factual background and compliance deficiencies that gave rise to the development of this Enhanced Program. This summary is included to provide the Board of Directors with the necessary context for understanding the scope and requirements of the Enhanced Program and the rationale for each of its components. Al

II.A. Summary of Conduct at Issue Between approximately March 2020 and April 2022, DTI's Dubai-based trading desk engaged in a series of transactions that are the subject of the DOJ and OFAC inquiries. The relevant transactions were conducted under the supervision of Derek Hargrave, then serving as President of DTI, and with the direct involvement of Natasha Sorokin, who served as a Senior Trader at DTI during the re

1. Crude Oil Swap Transactions The DTI trading desk executed fourteen (14) crude oil swap transactions totaling approximately $218.7 million in notional value with two counterparties: Petronova Trading FZE (managed by Sergei Volkov; registered in the Jebel Ali Free Zone, United Arab Emirates) and Zenith Petroleum DMCC (managed by Farhan Qureshi; registered in Dubai, United Arab Emirates). Forensic analysis by Ridgeli

2. Oilfield Equipment Exports DTI, in coordination with Dunmore upstream Americas LLC, arranged for the export of oilfield drilling equipment and components with an aggregate value of approximately $12.4 million. The equipment and components were classified under Export Control Classification Numbers ("ECCNs") 2B350 (chemical/biological equipment with potential dual-use applications) and 2B999 (items controlled for a

3. Payment Structuring Ridgeline Advisory Group's forensic accounting analysis identified a total of $34.2 million in payments across 127 individual transactions that were routed through intermediary accounts maintained at Crescent Commercial Bank PJSC in Dubai, United Arab Emirates. The payment patterns identified during the investigation were consistent with deliberate structuring designed to obscure the beneficial

II.B. Deficiencies in Pre-Existing Compliance Program In connection with the internal investigation, Calderwood & Harkness LLP conducted a comprehensive assessment of Dunmore's pre-existing sanctions and export controls compliance program. The findings of that assessment are set forth in detail in the privileged memorandum dated November 15, 2022, prepared by Conrad Reeves and Jasmine Thornton of Calderwood & Harknes

II.C. Personnel Actions In response to the findings of the internal investigation, Dunmore took the following personnel actions with respect to the individuals most directly involved in the conduct at issue: Derek Hargrave (then-President, DTI): Placed on administrative leave effective July 1, 2022. Separated from the company effective October 1, 2022. Mr. Hargrave retained personal legal counsel, James Overstreet of

III.A. Covered Entities This Policy applies to Dunmore Energy Holdings Ltd. and all of its global subsidiaries, affiliates, joint ventures, partnerships, and any other entity in which Dunmore holds a fifty percent (50%) or greater direct or indirect equity interest (each, a "Covered Entity" and collectively, the "Covered Entities"). The registered office of Dunmore Energy Holdings Ltd. is located at Harbour Place, 4t

1. Dunmore Trading International Ltd. — The company's Dubai-based commodities trading subsidiary, registered in the Dubai International Financial Centre. Principal office: Level 14, Gate Building 3, DIFC, P.O. Box 506774, Dubai, United Arab Emirates. DIFC License No. CL-4827.

2. Dunmore upstream Americas LLC — The company's U.S.-based upstream oil and gas operating subsidiary. Principal office: 1200 McKinney Street, Suite 3400, Houston, Texas 77010. Registered agent for service of process: 1209 Orange Street, Wilmington, Delaware 19801. Employer Identification Number (EIN): 84-2937561.

3. Dunmore Renewables GmbH — The company's German-based renewables and energy transition subsidiary. Principal office: Überseeallee 12, 20457 Hamburg, Germany. Registered in the Hamburg Commercial Register.

4. Dunmore Exploration West Africa Ltd. — The company's Nigerian-based exploration and production subsidiary. Principal office: 14B Kofo Abayomi Street, Victoria Island, Lagos, Nigeria. In addition, this Policy applies to all joint ventures, partnerships, and any other entity in which Dunmore holds a fifty percent (50%) or greater equity interest, whether directly or indirectly, regardless of whether such entity is l

III.B. Covered Persons This Policy applies to all directors, officers, and employees of each Covered Entity, regardless of nationality, citizenship, or geographic location (each, a "Covered Person" and collectively, "Covered Persons"). The obligations set forth in this Policy apply with equal force to personnel based in the United States, the United Arab Emirates, Germany, Nigeria, the Cayman Islands, and any other j

III.C. Covered Activities This Policy applies to all business activities conducted by or on behalf of any Covered Entity, including without limitation: • All transactions involving the purchase, sale, swap, exchange, brokering, or other dealing in commodities, including crude oil, refined petroleum products, natural gas, liquefied natural gas, oilfield equipment, drilling components, and all related goods and service

IV. Governance and Organizational Structure

IV.A. Board of Directors Oversight The Board of Directors of Dunmore Energy Holdings Ltd. bears the ultimate oversight responsibility for the Enhanced Sanctions & Export Controls Compliance Program. The Board recognizes that an effective compliance program requires sustained commitment and active engagement at the highest levels of corporate governance, and the Board is committed to providing the resources, authority

IV.B. Chief Compliance Officer Priya Nayar serves as the Chief Compliance Officer ("CCO") of Dunmore Energy Holdings Ltd., having been appointed to that position effective August 1, 2022. Ms. Nayar was appointed following a comprehensive search process conducted with the assistance of an executive search firm and the input of outside counsel. The CCO reports directly to the Chief Executive Officer, Callum Renshaw, fo

IV.C. General Counsel Marcus Wellbourne, General Counsel of Dunmore Energy Holdings Ltd., provides legal advice and support to the CCO and the compliance function on all matters relating to the Enhanced Program. The General Counsel's role includes, but is not limited to: (a) providing legal interpretation of applicable sanctions and export control laws and regulations; (b) advising the CCO on the legal implications o

IV.D. Compliance Function Staffing The Enhanced Program requires dedicated compliance personnel at each of Dunmore's major operating locations. The compliance function shall be staffed as follows: Houston, Texas (Operational Headquarters). The CCO and a dedicated compliance team shall be based at Dunmore's Houston headquarters. The Houston compliance team shall include, at a minimum, one sanctions compliance analyst

IV.E. Outside Advisors Pemberton Investors Solutions LLC (Dr. Anton Bremer, Lead Consultant) has been engaged to provide ongoing advisory support to Dunmore during the implementation period for the Enhanced Program. The engagement shall continue through at least December 31, 2024, and may be extended upon mutual agreement and with Board approval as appropriate. Marlowe Asset Management's advisory responsibilities inc

V. Sanctions Compliance Program

V.A. Applicable Sanctions Regimes The Enhanced Program requires compliance with all applicable sanctions laws and regulations, regardless of the jurisdiction in which a particular Covered Entity is incorporated or operates. The principal sanctions regimes applicable to Dunmore's operations include, but are not limited to, the following: United States Sanctions. All sanctions programs administered by OFAC, U.S. Depart

V.B. OFAC Screening Protocols Screening Tool. All sanctions screening shall be performed using automated, commercially licensed sanctions screening software that is integrated into the company's transaction management systems, counterparty onboarding systems, and payment processing systems. The screening software shall be capable of screening against all applicable restricted party lists identified in Appendix B to t

V.C. Transaction Review and Approval Pre-Approval Requirement. All commodity trading transactions, equipment sales, and other commercial transactions with counterparties that are domiciled in, or that have significant operations in, jurisdictions subject to comprehensive or sectoral sanctions — including, but not limited to, the Russian Federation, the Republic of Belarus, the Islamic Republic of Iran, the Syrian Ara

V.D. Blocked and Rejected Transactions Blocking Procedures. In the event that any Covered Entity identifies a transaction that involves an SDN-listed person or a person otherwise subject to full blocking sanctions, the transaction shall be immediately blocked in accordance with OFAC's requirements under 31 C.F.R. § 501.603. Property that is blocked shall be segregated and held in a blocked account, and no further act

V.E. OFAC Voluntary Self-Disclosure Procedures On June 1, 2023, Dunmore submitted a voluntary self-disclosure to OFAC in connection with the potential sanctions violations identified during the internal investigation. The voluntary self-disclosure was prepared by Calderwood & Harkness LLP and filed with OFAC's Enforcement Division. As a matter of policy, any potential sanctions violation discovered by any employee, c

VI. Export Controls Compliance Program

VI.A. Applicable Export Control Regimes The Enhanced Program requires compliance with all applicable export control laws and regulations in each jurisdiction where Dunmore operates or conducts business. The principal export control regimes applicable to Dunmore's operations include the following: U.S. Export Administration Regulations (EAR). The EAR, codified at 15 C.F.R. Parts 730–774, administered by the Bureau of

VI.B. Export Classification Procedures All goods, technology, technical data, and software exported, re-exported, or transferred by any Dunmore entity must be classified under all applicable export control regimes before any export, re-export, or transfer takes place. The failure to properly classify items prior to export was identified during the internal investigation as a significant compliance deficiency, and the

VI.C. End-User and End-Use Screening Screening Requirements. All exports, re-exports, and transfers of controlled items shall require verification of the identity of the end user and the intended end use of the item. The following screening and verification procedures shall apply: Restricted Party Screening. All proposed end users, consignees, and other parties to the transaction shall be screened against the BIS Ent

VI.D. Deemed Exports and Technology Transfers The Enhanced Program includes procedures for controlling deemed exports — that is, the release of controlled technology, technical data, or source code to foreign nationals within the United States or at any Dunmore facility worldwide, which is treated as an export to the foreign national's most recent country of citizenship or permanent residency under the EAR (15 C.F.R.

VI.E. Recordkeeping All export-related documents shall be retained for a minimum of seven (7) years from the date of export, re-export, or transfer, or longer if required by applicable law or regulation. Documents subject to this retention requirement include, without limitation: classification determinations, license applications, granted licenses and license exceptions, end-user certificates, shipping documents (in

VII. Counterparty and Third-Party Due Diligence

VII.A. Know-Your-Counterparty (KYC) Program All new counterparties, intermediaries, brokers, agents, freight forwarders, and other third parties with whom any Covered Entity proposes to transact must undergo Know-Your-Counterparty ("KYC") due diligence before any transaction is initiated. No Covered Entity may enter into any commercial relationship or execute any transaction with a third party that has not been appro

VII.B. Enhanced Due Diligence (EDD) Enhanced Due Diligence ("EDD") is required when the standard KYC process identifies one or more of the elevated risk factors described above, or when the CCO otherwise determines that EDD is warranted. EDD may include, but is not limited to, the following measures: (a) Engagement of a qualified external due diligence provider to conduct an independent background investigation of th