1016-00009 · Dunmore Energy Holdings · Engagement & Scope

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CALDERWOOD & HARKNESS LLP

Attorneys at Law

450 Lexington Avenue, 38th Floor New York, New York 10017

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

www.calderwoodharkness.com

April 28, 2022

VIA EMAIL AND INTERNATIONAL COURIER

Patricia Holbrook Claims Adjuster Garrison Mutual Insurance Co. Cedar House, 41 Cedar Avenue Hamilton HM 12 Bermuda

Re: Notice of Claim / Reportable Circumstances Under Directors & Officers Liability Insurance Policy No. GM-DO-2021-08734 — Dunmore Energy Holdings Ltd.

Dear Ms. Holbrook:

This firm represents Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH"), an exempted company incorporated with limited liability under the laws of the Cayman Islands (Company Registration No. MC-334821), with its registered office at Harbour Place, 4th Floor, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands, and its operational headquarters at 1200 McKinney Street, Suite 3400, Houston, Texas 77010, United States. Calderwood & Harkness LLP was retained by Dunmore on April 14, 2022, in connection with a United States Department of Justice inquiry described in detail below. This engagement has been designated Calderwood & Harkness LLP Matter No. 1016-00009.

The purpose of this letter is to provide formal notification to Garrison Mutual Insurance Co. ("Garrison Mutual" or the "Insurer") of a claim, or in the alternative, reportable circumstances that are reasonably likely to give rise to a claim, under Directors & Officers Liability Insurance Policy No. GM-DO-2021-08734 (the "Policy"). We write to preserve all coverage rights under the Policy, including but not limited to coverage for defense costs, and to request written confirmation of coverage as more fully described herein.

We have enclosed with this letter copies of the relevant grand jury subpoena, our engagement letter, and the applicable notice provisions extracted from the Policy. We respectfully request that Garrison Mutual review this notice and respond promptly in accordance with the requests set forth below.

1. Identification of the Policy

This notice is submitted under the following policy of insurance:

This notification is made pursuant to the Policy's notice provisions, as set forth in the relevant sections of the Policy (a copy of the applicable provisions is attached hereto as Enclosure C), and is intended to preserve all coverage rights of Dunmore and its insured persons under the Policy, including without limitation coverage for defense costs, costs of investigation, and all other amounts that may be payable under the Policy in connection with the matter described herein. To the extent that additional or supplemental notice may be required under any provision of the Policy, Dunmore expressly reserves its right to provide such notice and does not waive any coverage rights by the form or content of this initial notification.

2. Description of the Underlying Matter

2.1 Background on the Insured

Dunmore Energy Holdings Ltd. is a diversified energy company operating across the oil and gas exploration, production, and trading sectors, as well as the renewable energy development sector. For the fiscal year ended December 31, 2021, Dunmore reported consolidated revenues of approximately $4.87 billion and employed approximately 3,200 persons globally across its various subsidiaries and affiliates.

The following subsidiaries of Dunmore are directly relevant to the matter that is the subject of this notice:

(a) Dunmore Trading International Ltd. ("DTI") — A limited company licensed in the Dubai International Financial Centre, DIFC License No. CL-4827, with its principal office at Level 14, Gate Building 3, Dubai International Financial Centre, P.O. Box 506774, Dubai, United Arab Emirates. DTI serves as the primary commodities trading arm of the Dunmore group and conducts crude oil, refined products, and energy derivatives trading on behalf of the group's global operations.

(b) Dunmore upstream Americas LLC ("DUA") — A Delaware limited liability company, Employer Identification Number 84-2937561, with its principal office at 1200 McKinney Street, Suite 3400, Houston, Texas 77010. DUA oversees Dunmore's upstream exploration and production operations in the Western Hemisphere.

(c) Dunmore Renewables GmbH — Registered at Überseeallee 12, 20457 Hamburg, Germany. Dunmore Renewables GmbH manages the group's renewable energy portfolio and development activities in Europe.

(d) Dunmore Exploration West Africa Ltd. — Located at 14B Kofo Abayomi Street, Victoria Island, Lagos, Nigeria. This entity oversees Dunmore's exploration and production interests in West Africa.

Dunmore's current ownership structure is as follows: Greystone Capital Partners Fund IV, L.P. holds approximately 62.5% of the equity; Dunmore management collectively holds approximately 22.5%; and Thornbury Infrastructure Fund II, L.P. holds the remaining 15%.

2.2 The DOJ Inquiry

On April 19, 2022, the United States Department of Justice, National Security Division, Counterintelligence and Export Control Section ("CES"), caused to be issued Grand Jury Subpoena No. GJ No. 22-418 (the "Subpoena"), issued by the United States District Court for the District of Columbia, Grand Jury 22-2, directed to Dunmore Energy Holdings Ltd. The Subpoena was served upon Dunmore via its registered agent in Houston, Texas on April 19, 2022. A copy of the Subpoena (redacted as necessary to protect grand jury secrecy and attorney-client privilege) is attached hereto as Enclosure A.

The original return date of the Subpoena was May 19, 2022. Calderwood & Harkness LLP has communicated with the Department of Justice and has requested an extension of the return date to July 19, 2022. Based on our discussions with the assigned prosecutors, we expect that this extension will be granted in the ordinary course, consistent with the standard practice of the Department of Justice in matters of this complexity.

The Subpoena calls for the production of all documents from January 1, 2019 through the present date relating to the following subjects:

(a) Petronova Trading FZE;

(b) Volkhov Industrial Group JSC;

(d) Caspian Logistik GmbH;

(e) Any transaction, trade, swap, purchase, sale, brokerage, or facilitation involving Russian-origin crude oil or refined products; and

(f) Any export, re-export, or transfer of oilfield equipment, components, technology, or related items to Russia, Belarus, or to any entity appearing on the OFAC Specially Designated Nationals and blocked Persons List (the "SDN List"), the Bureau of Industry and Security Entity List, or the Denied Persons List.

The inquiry concerns potential violations of United States sanctions laws, including sanctions programs administered by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury, and export control regulations administered by the Bureau of Industry and Security ("BIS") of the United States Department of Commerce under the Export Administration Regulations ("EAR"). Based on our initial communications with the Department of Justice and our review of the Subpoena, the focus of the inquiry appears to center on activities conducted by DTI's overseas commodity trading desk in Dubai, United Arab Emirates, and the involvement of certain Dunmore personnel in transactions with counterparties alleged to have undisclosed connections to sanctioned Russian persons and entities.

The lead prosecutor assigned to the matter is Assistant United States Attorney Meredith Calloway of the DOJ National Security Division. Additional Trial Attorneys Samuel Kovacs and Diana Pressman, both of the Counterintelligence and Export Control Section, are also assigned to the matter. The principal investigative agent is FBI Case Agent Paul Reinhardt of the FBI Counterintelligence Division.

The applicable legal frameworks implicated by the DOJ inquiry include, but are not limited to, the following:

• The International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C. §§ 1701–1706;

• The Export Control Reform Act of 2018 ("ECRA"), 50 U.S.C. §§ 4801–4852;

• Executive Order 14024 (April 15, 2021), "Blocking Property with Respect to Specified Harmful Foreign Activities of the Government of the Russian Federation";

• Directive 2 under Executive Order 13662, as amended (pertaining to prohibitions on dealings in new debt and new equity of certain Russian financial institutions and energy companies);

• The Russian Harmful Foreign Activities Sanctions Regulations, 31 C.F.R. Part 589; and

• The Export Administration Regulations, 15 C.F.R. Parts 730–774, including in particular § 746.5, which imposes licensing requirements on exports, re-exports, and transfers of specified items to Russia and Belarus.

2.3 Nature of Conduct Under Investigation

Based on our preliminary review of available information—which is necessarily incomplete at this early stage of the investigation—it appears that between approximately March 2020 and April 2022, DTI's Dubai-based commodities trading desk, operating under the supervision of Derek Hargrave (President of DTI) and with the direct involvement of Natasha Sorokin (Senior Trader), engaged in a series of crude oil, refined products, and oilfield equipment transactions involving counterparties with potential undisclosed ties to Volkhov Industrial Group JSC. Volkhov Industrial Group JSC is a Russian industrial conglomerate that was subject to U.S. sectoral sanctions under OFAC Directive 2 (issued November 15, 2019, pursuant to Executive Order 13662) and was subsequently designated for full SDN blocking sanctions on April 6, 2022, pursuant to Executive Order 14024.

The transactions at issue include, but are not limited to, crude oil swap transactions executed through Petronova Trading FZE and Zenith Petroleum DMCC, both of which are Dubai-registered entities whose ultimate beneficial ownership structures are under review. The inquiry also encompasses the facilitation of oilfield equipment exports routed through Caspian Logistik GmbH, a logistics company based in Hamburg, Germany, which may have served as an intermediary for the transshipment of controlled items to end users in Russia.

Additionally, the investigation encompasses payment flows processed through Crescent Commercial Bank PJSC in Dubai, which may have been used to channel funds in connection with the foregoing transactions. We understand that the Department of Justice is examining whether these payment flows were structured or directed in a manner intended to evade OFAC sanctions or to obscure the identity of sanctioned counterparties.

We emphasize that the foregoing description is based on preliminary information available to us as of the date of this letter. The scope and nature of the conduct under investigation may evolve as our internal investigation proceeds and as additional information becomes available through document review and witness interviews.

2.4 Individuals Potentially Implicated

The following directors, officers, and employees of Dunmore and its subsidiaries are persons whose conduct may be relevant to the DOJ inquiry and who may seek coverage under the Policy as insured persons. We identify these individuals to ensure that Garrison Mutual is aware of the potential scope of individual coverage obligations:

1. Callum Renshaw — Chief Executive Officer, Dunmore Energy Holdings Ltd. (Houston, Texas). Mr. Renshaw has served as CEO since 2018 and has overall supervisory responsibility for the company's global operations, including DTI.

2. Derek Hargrave — President, Dunmore Trading International Ltd. (Dubai, UAE). Mr. Hargrave has served as President of DTI since 2019 and had direct supervisory authority over the trading desk at the center of the inquiry. As of the date of this letter, Mr. Hargrave has been placed on administrative leave pending the outcome of the internal investigation. Based on our preliminary assessment and communications with the Department of Justice, Mr. Hargrave may be classified as a potential target of the investigation.

3. Natasha Sorokin — Senior Trader, Dunmore Trading International Ltd. (Dubai, UAE). Ms. Sorokin joined DTI in 2018 and was directly responsible for executing certain of the transactions under scrutiny. Ms. Sorokin is expected to be placed on administrative leave in the near term. Based on our preliminary assessment, Ms. Sorokin may also be classified as a potential target of the investigation.

4. Gerald Fisk — Chief Compliance Officer, Dunmore Energy Holdings Ltd. (Houston, Texas). Mr. Fisk has served as Chief Compliance Officer since 2017 and was responsible for overseeing the company's sanctions and export control compliance programs during the period in question. As of the date of this letter, Mr. Fisk remains employed by Dunmore, although we note that his continued tenure is under review by the Board of Directors.

5. Omar Al-Rashidi — Head of Middle East Operations, Dunmore Trading International Ltd. (Dubai, UAE). Mr. Al-Rashidi has broad operational responsibility for DTI's activities in the Middle East region and may have had knowledge of or involvement in certain of the transactions under inquiry.

6. Yves Leclerc — Director of Logistics & Shipping, Dunmore Trading International Ltd. (Dubai, UAE). Mr. Leclerc was responsible for arranging the logistics and shipping of commodities and equipment on behalf of DTI, including arrangements that may have involved Caspian Logistik GmbH.

7. Sandra Whitfield — Chief Financial Officer, Dunmore Energy Holdings Ltd. (Houston, Texas). Ms. Whitfield has served as CFO since 2019 and has oversight of the company's financial reporting and treasury functions, including the payment channels through which certain transactions were processed.

8. Rajesh Malhotra — Controller, Dunmore Trading International Ltd. (Dubai, UAE). Mr. Malhotra oversees the accounting and financial reporting functions of DTI and may have had visibility into the payment flows at issue.

9. Marcus Wellbourne — General Counsel, Dunmore Energy Holdings Ltd. (Houston, Texas). Mr. Wellbourne has served as General Counsel since 2020 and is responsible for the company's legal affairs, including the retention of outside counsel in connection with this matter.

10. Tobias Engel — Managing Director, Dunmore Renewables GmbH (Hamburg, Germany). Mr. Engel's involvement is tangential and relates primarily to his role in overseeing Dunmore's Hamburg-based operations, which may have had interactions with Caspian Logistik GmbH through shared office services and logistics arrangements.

We note that some of the individuals identified above may, in the course of the investigation or in the event of a formal enforcement action, elect to retain personal counsel separate from counsel retained by the company. In such circumstances, Dunmore may advance defense costs on behalf of such individuals pursuant to its indemnification obligations under its Memorandum and Articles of Association, applicable Cayman Islands law, and the terms of individual employment and indemnification agreements. Such advanced defense costs may be submitted to Garrison Mutual for reimbursement under the Policy, and Dunmore expressly reserves its right to do so.

3. Engagement of Defense Counsel

Calderwood & Harkness LLP was retained by Dunmore Energy Holdings Ltd. on April 14, 2022, to serve as lead defense counsel in connection with the matters described herein. The scope of the engagement encompasses the following:

(a) Conducting a comprehensive internal investigation into the facts and circumstances underlying the DOJ inquiry;

(b) Responding to Grand Jury Subpoena No. GJ No. 22-418, including the collection, processing, review, and production of documents responsive to the Subpoena;

(c) Representing Dunmore and, where appropriate, its officers and directors in all communications and proceedings with the Department of Justice, the FBI, OFAC, and BIS in connection with the DOJ inquiry;

(d) Advising Dunmore on sanctions and export control compliance, remediation, and disclosure obligations; and

(e) Providing such additional legal services as may be necessary or appropriate in connection with the foregoing, including potential parallel regulatory proceedings, civil litigation, and any related matters that may arise.

The responsible partner for this engagement is Victoria Chambers, a partner in Calderwood & Harkness's White Collar Defense & Investigations practice, resident in the firm's Washington, D.C. office at 1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006. Ms. Chambers has extensive experience representing multinational corporations in sanctions and export control enforcement actions brought by the Department of Justice, OFAC, and BIS, and has previously represented clients in matters before the Counterintelligence and Export Control Section.

The billing partner for the engagement is the undersigned, Howard Quinn, a partner in Calderwood & Harkness's White Collar Defense & Investigations practice, resident in the firm's New York office. Mr. Quinn serves as the primary insurance liaison for this engagement and will coordinate all fee submissions and coverage correspondence with Garrison Mutual.

The core team assigned to the matter includes the following attorneys and professional staff:

• Jasmine Thornton, Lead Associate (Washington, D.C.) — Ms. Thornton will serve as the day-to-day lead associate on the investigation and will manage the witness interview program and the coordination of document review.

• Liam Donahue, Working Associate (New York) — Mr. Donahue will support document review, legal research, and factual analysis, with a particular focus on the transactional history involving Petronova Trading FZE and Zenith Petroleum DMCC.

• Conrad Reeves, Senior Counsel, Export Controls & Sanctions (Washington, D.C.) — Mr. Reeves is a former senior attorney with the Department of Commerce's Office of Chief Counsel and will provide specialized expertise on EAR classification, licensing requirements, and export control compliance matters.

• Amara Osei, Associate (London) — Ms. Osei will coordinate the collection and review of documents located in the United Kingdom and will assist with cross-border privilege and data protection issues arising under UK and EU law.

• Nicholas Ferreira, Associate (Houston) — Mr. Ferreira will support document collection efforts at Dunmore's Houston headquarters and will coordinate with the company's in-house legal team and document custodians.

• Elena Vasquez, Paralegal Manager (Washington, D.C.) — Ms. Vasquez will oversee the paralegal support team and will manage the document collection and privilege log process.

• Thomas Bradshaw, Senior Paralegal, e-discovery Lead (New York) — Mr. Bradshaw will serve as the primary liaison with the e-discovery vendor and will manage the technology-assisted review workflow and document production.

Calderwood & Harkness LLP offices involved in this engagement include New York (primary administrative office), Washington, D.C. (lead substantive office), Houston, London, and Dubai. The engagement encompasses an internal investigation that will require document collection and review across at least six jurisdictions—the Cayman Islands, the United Arab Emirates, the United States, Germany, Nigeria, and the United Kingdom—as well as extensive witness interviews spanning multiple time zones and regulatory frameworks.

A copy of the Calderwood & Harkness LLP engagement letter dated April 14, 2022, is attached hereto as Enclosure B.

4. Retention of Additional Advisors and Vendors

In connection with this matter, the following additional advisory firms and vendors have been retained or are expected to be retained in the near term. We submit that the fees and costs of these firms constitute defense costs within the meaning of the Policy and should be covered thereunder:

(a) Ridgeline Advisory Group LLC (Washington, D.C.) — Ridgeline Advisory Group LLC has been retained as a forensic accounting consultant to assist Calderwood & Harkness LLP in analyzing the financial transactions, payment flows, and counterparty relationships at issue in the DOJ inquiry. The engagement lead is Dr. Margaret Liu, CPA, CFE, a principal of Ridgeline Advisory Group LLC with extensive experience in OFAC sanctions enforcement matters and forensic financial analysis. Ridgeline was formally retained on May 2, 2022, under Engagement No. RAG-2022-0319. Ridgeline's scope of work will include the reconstruction and tracing of payment flows through Crescent Commercial Bank PJSC, analysis of trade documentation and pricing anomalies in crude oil swap transactions, and the preparation of forensic accounting reports to support the internal investigation and any presentations to the Department of Justice.

(b) Nexagen Analytics Inc. (New York) — Nexagen Analytics Inc. has been retained as the e-discovery and document review vendor for this matter. The assigned project manager is Brian Cavanaugh, and the engagement has been designated Project No. NX-DEH-2204. Nexagen's scope of work encompasses the forensic collection and preservation of electronically stored information from custodians across six jurisdictions; the processing, hosting, and technology-assisted review of documents on the Relativity platform; and the preparation and quality control of productions responsive to the Subpoena. Based on preliminary estimates derived from custodian interviews and IT assessments, the collection target for this matter exceeds two million documents. Nexagen was retained on the same date as Calderwood & Harkness commenced its document preservation and collection efforts.

We anticipate that additional consultants, advisors, and vendors may need to be retained as the investigation develops and the scope of the DOJ inquiry becomes more fully understood. By way of example, it may become necessary to retain a compliance consulting firm to assist with the design and implementation of remedial measures to Dunmore's sanctions and export control compliance program, as well as specialists in data protection and cross-border data transfer to address regulatory requirements in the UAE, Germany, Nigeria, and the United Kingdom. We will provide Garrison Mutual with prompt notice of any such additional retentions and will seek approval as required under the Policy.

Additionally, as noted in Section 2.4 above, individual directors and officers of Dunmore may retain separate personal counsel as the investigation proceeds. Dunmore may advance defense costs on behalf of such individuals pursuant to its indemnification obligations, which are set forth in the company's Memorandum and Articles of Association and in the terms of individual employment and indemnification agreements. We respectfully submit that such advanced defense costs are recoverable under the Policy and reserve Dunmore's right to submit claims for reimbursement of such costs.

5. Anticipated Defense Costs and Budget

We recognize that the investigation is in its early stages and that a precise estimate of total defense costs is not yet available. However, based on our assessment of the scope and complexity of the DOJ inquiry—including the multi-jurisdictional nature of the document collection effort, the expected volume of documents to be reviewed (in excess of two million), the anticipated number of witness interviews (which we estimate will involve several dozen interviews across at least six jurisdictions), the extensive sanctions and export control legal analysis required, and the anticipated duration and intensity of cooperation with the Department of Justice—defense costs are expected to be substantial.

Our preliminary internal budget estimate projects significant legal fees for Calderwood & Harkness LLP alone over the anticipated initial phase of the investigation, which we estimate will span the period from retention through the completion of the initial document production and the first round of witness interviews. This estimate does not include the fees and costs of Ridgeline Advisory Group LLC, Nexagen Analytics Inc., or any other advisors or vendors that may be retained, nor does it include defense costs that may be incurred by individual directors and officers who retain personal counsel.

Given the scale of the anticipated defense costs, we expect that the $2,500,000 self-insured retention will be exhausted during the early phases of the investigation. We respectfully request that Garrison Mutual be prepared to begin reviewing and reimbursing defense costs promptly upon exhaustion of the retention, so as to avoid any disruption to the defense effort. We will provide Garrison Mutual with regular invoices and supporting documentation sufficient to allow the Insurer to monitor defense costs and verify that the retention has been exhausted.

For the avoidance of doubt, Dunmore's claim under the Policy at this stage is limited to defense costs as defined in the Policy. We understand that disgorgement, penalties, fines, or other amounts imposed by governmental authorities, to the extent they may not constitute insurable defense costs under applicable law or the terms of the Policy, would not be the subject of a coverage claim at this time. We reserve, however, all rights to assert coverage for any and all insurable losses that may arise in connection with this matter.

6. Request for Coverage Confirmation

We respectfully and formally request that Garrison Mutual Insurance Co. confirm in writing, at its earliest convenience, the following:

1. Coverage Determination. That the DOJ inquiry described in this letter constitutes a covered "Claim" or, in the alternative, covered reportable "Circumstances" under Policy No. GM-DO-2021-08734, triggering the Insurer's obligations under the Policy.

2. Defense Costs Coverage. That defense costs incurred by Dunmore and its insured persons in connection with the DOJ inquiry—including legal fees, forensic accounting fees, e-discovery and document review costs, and related expenses—are covered under the Policy, subject to the applicable terms, conditions, exclusions, and retention.

3. Approval of Defense Counsel. That the retention of Calderwood & Harkness LLP as lead defense counsel for the company is approved under the Policy. To the extent that the Policy contains a panel counsel requirement or other provisions governing the selection of defense counsel, we respectfully request a waiver of any such requirement in light of the highly specialized nature of the matter, which involves the intersection of U.S. sanctions law, export control regulations, grand jury practice, and multi-jurisdictional internal investigations—an area in which Calderwood & Harkness LLP has particular depth and expertise.

4. Approval of Advisors and Vendors. That the retention of Ridgeline Advisory Group LLC as forensic accounting consultant, Nexagen Analytics Inc. as e-discovery and document review vendor, and any future advisors or vendors reasonably necessary for the defense of this matter, is covered or approved under the Policy.

5. Advancement of Individual Defense Costs. That advancement of defense costs for individual insured persons who retain separate personal counsel—to be advanced by Dunmore in the first instance pursuant to its indemnification obligations and thereafter claimed under the Policy—will be honored by the Insurer in accordance with the Policy's terms.

In addition, we request the designation of a single point of contact at Garrison Mutual for ongoing claims correspondence, fee submissions, and reimbursement requests related to this matter. We understand that you, Ms. Holbrook, have been identified as the Claims Adjuster assigned to this matter, and we respectfully request confirmation that you have the authority to manage the claim on behalf of Garrison Mutual, including the authority to approve defense counsel, authorize reimbursement of defense costs upon exhaustion of the retention, and make coverage determinations. If a different individual or team at Garrison Mutual will be responsible for any aspect of the claims process, we ask that you provide us with the appropriate contact information at your earliest convenience.

7. Reservation of Rights

Dunmore Energy Holdings Ltd. expressly reserves all rights under Policy No. GM-DO-2021-08734, including but not limited to the following:

(a) The right to claim coverage for all defense costs incurred in connection with the DOJ inquiry, including costs incurred by the company and by individual insured persons;

(b) The right to contest any denial, limitation, or reservation of coverage by Garrison Mutual, whether in whole or in part;

(c) The right to supplement, amend, or update this notice with additional information, facts, or circumstances as the investigation develops, without prejudice to the timeliness or sufficiency of this initial notice;

(d) The right to assert coverage for additional claims or proceedings that may arise from the same or related facts, including but not limited to any civil litigation, regulatory proceedings, shareholder demands, or other actions; and

(e) All other rights and remedies available to Dunmore under the Policy, at law, or in equity.

Nothing in this letter, and no information provided herein or in future correspondence, shall be construed as a waiver, release, or relinquishment of any coverage rights, defenses, or positions of Dunmore or any insured person under the Policy. This notice is provided for the purpose of preserving coverage and does not constitute, and shall not be deemed to constitute, an admission of liability, wrongdoing, or fault by Dunmore or any insured person with respect to any of the matters described herein.

8. Privilege and Confidentiality

All information provided in this letter, and all information that may be provided in future claims correspondence, investigation updates, or coverage submissions, is provided solely for purposes of the insurance coverage relationship between Dunmore and Garrison Mutual. Such information is subject to the common interest privilege, the attorney-client privilege, the work product doctrine, and any other applicable confidentiality protections under the laws of the relevant jurisdictions, including the United States, the Cayman Islands, Bermuda, and the United Arab Emirates.

We respectfully request that Garrison Mutual treat all information received in connection with this claim as strictly confidential and refrain from disclosing any such information to any third party—including but not limited to reinsurers, brokers, co-insurers, or regulatory authorities—without the prior written consent of Dunmore Energy Holdings Ltd. and Calderwood & Harkness LLP. To the extent that Garrison Mutual is required to disclose information to its reinsurers or other parties in the ordinary course of its claims handling process, we ask that such disclosure be made subject to appropriate confidentiality agreements and that Garrison Mutual provide advance notice to Calderwood & Harkness LLP of any such disclosure.

Calderwood & Harkness LLP will coordinate with Garrison Mutual regarding any future requests for detailed investigation updates, factual summaries, or other substantive information related to the internal investigation. Any such disclosures will be made subject to the common interest privilege and will be carefully calibrated to preserve the confidentiality of the investigation and the attorney-client privilege of Dunmore and its insured persons. We request that Garrison Mutual direct any requests for privileged or work product information through the undersigned or Ms. Chambers.

9. Compliance with Notice Requirements

This notice is being provided promptly upon the retention of counsel and the commencement of Calderwood & Harkness's internal investigation, in compliance with the notice provisions of the Policy. We note the following timeline:

• April 14, 2022: Calderwood & Harkness LLP retained by Dunmore Energy Holdings Ltd.

• April 19, 2022: Grand Jury Subpoena No. GJ No. 22-418 served on Dunmore via its registered agent in Houston, Texas.

• April 28, 2022: This notice of claim / reportable circumstances is being transmitted to Garrison Mutual Insurance Co. via email and international courier.

This notice is being provided within the required notice period specified under the Policy's notice provisions. We submit that the nine-day period between service of the Subpoena and this notice (and the fourteen-day period between retention of counsel and this notice) constitutes prompt and timely notice under any reasonable interpretation of the Policy's requirements.

We respectfully request that Garrison Mutual acknowledge receipt of this notice in writing within ten (10) business days of the date hereof, confirming (i) that the notice has been received and logged; (ii) the claim reference number assigned to this matter; and (iii) the identity and contact information of the claims professional(s) who will be responsible for managing the claim on Garrison Mutual's behalf.

10. Contact Information and Future Correspondence

All future correspondence, notices, and communications regarding this claim should be directed to the following individuals at Calderwood & Harkness LLP:

Primary Contact (Billing Partner & Insurance Liaison):

Howard Quinn Partner, White Collar Defense & Investigations Calderwood & Harkness LLP 450 Lexington Avenue, 38th Floor New York, New York 10017 Telephone: (212) 558-4127

Email: hquinn@calderwoodharkness.com

With copies to (Responsible Partner):

Victoria Chambers Partner, White Collar Defense & Investigations Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Telephone: (202) 282-5540

Email: vchambers@calderwoodharkness.com

We request that Garrison Mutual provide us with a designated claims email address or physical mailing address to which fee invoices, reimbursement submissions, and supporting documentation should be directed. We also ask for confirmation of any specific invoice formatting requirements, billing guidelines, or documentation standards that Garrison Mutual requires in connection with the submission of defense cost claims under the Policy.

We appreciate your prompt attention to this matter and stand ready to discuss the foregoing with you or your colleagues at your earliest convenience. Given the serious nature of the DOJ inquiry and the active and ongoing nature of the internal investigation and subpoena compliance process, we respectfully urge Garrison Mutual to provide its coverage confirmation and acknowledgment of this notice on an expedited basis.

We are, of course, prepared to provide additional information that Garrison Mutual may reasonably require in connection with its evaluation of coverage, subject to the privilege and confidentiality considerations set forth in Section 8 above. Please do not hesitate to contact the undersigned or Ms. Chambers directly if you have any questions or require further detail.

We look forward to your prompt response.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Howard Quinn Partner, White Collar Defense & Investigations 450 Lexington Avenue, 38th Floor New York, New York 10017 Telephone: (212) 558-4127

Email: hquinn@calderwoodharkness.com

Enclosures:

Enclosure A: Copy of Grand Jury Subpoena GJ No. 22-418 (April 19, 2022) (redacted as necessary)

Enclosure B: Copy of Calderwood & Harkness LLP Engagement Letter dated April 14, 2022

Enclosure C: Relevant Policy Excerpt — Notice Provisions of Policy No. GM-DO-2021-08734

cc: (via email)

Victoria Chambers, Partner, Calderwood & Harkness LLP (Washington, D.C.)

Marcus Wellbourne, General Counsel, Dunmore Energy Holdings Ltd.

Sandra Whitfield, Chief Financial Officer, Dunmore Energy Holdings Ltd.

PRIVILEGED AND CONFIDENTIAL — This letter and its enclosures contain information that is protected by the attorney-client privilege, the work product doctrine, and/or the common interest privilege. This communication is intended solely for the use of the addressee(s) identified above. Any unauthorized review, use, disclosure, or distribution of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies.

Item	Detail
Policy Number	GM-DO-2021-08734
Named Insured	Dunmore Energy Holdings Ltd. and its subsidiaries (as defined in the Policy)
Insurer	Garrison Mutual Insurance Co., Hamilton, Bermuda
Policy Limits	$50,000,000 aggregate; $10,000,000 per claim
Self-Insured Retention ("SIR")	$2,500,000

CALDERWOOD & HARKNESS LLP
Attorneys at Law
450 Lexington Avenue, 38th Floor New York, New York 10017
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
www.calderwoodharkness.com
April 28, 2022
VIA EMAIL AND INTERNATIONAL COURIER
Patricia Holbrook Claims Adjuster Garrison Mutual Insurance Co. Cedar House, 41 Cedar Avenue Hamilton HM 12 Bermuda
Re: Notice of Claim / Reportable Circumstances Under Directors & Officers Liability Insurance Policy No. GM-DO-2021-08734 — Dunmore Energy Holdings Ltd.
Dear Ms. Holbrook:
This firm represents Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH"), an exempted company incorporated with limited liability under the laws of the Cayman Islands (Company Registration No. MC-334821), with its registered office at Harbour Place, 4th Floor, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands, and its operational headquarters at 1200 McKinney Street, Suite 3400, Houston, Texas 77010, United States. Calderwood & Harkness LLP was retained by Dunmore on April 14, 2022, in connection with a United States Department of Justice inquiry described in detail below. This engagement has been designated Calderwood & Harkness LLP Matter No. 1016-00009.
The purpose of this letter is to provide formal notification to Garrison Mutual Insurance Co. ("Garrison Mutual" or the "Insurer") of a claim, or in the alternative, reportable circumstances that are reasonably likely to give rise to a claim, under Directors & Officers Liability Insurance Policy No. GM-DO-2021-08734 (the "Policy"). We write to preserve all coverage rights under the Policy, including but not limited to coverage for defense costs, and to request written confirmation of coverage as more fully described herein.
We have enclosed with this letter copies of the relevant grand jury subpoena, our engagement letter, and the applicable notice provisions extracted from the Policy. We respectfully request that Garrison Mutual review this notice and respond promptly in accordance with the requests set forth below.
1. Identification of the Policy
This notice is submitted under the following policy of insurance:
This notification is made pursuant to the Policy's notice provisions, as set forth in the relevant sections of the Policy (a copy of the applicable provisions is attached hereto as Enclosure C), and is intended to preserve all coverage rights of Dunmore and its insured persons under the Policy, including without limitation coverage for defense costs, costs of investigation, and all other amounts that may be payable under the Policy in connection with the matter described herein. To the extent that additional or supplemental notice may be required under any provision of the Policy, Dunmore expressly reserves its right to provide such notice and does not waive any coverage rights by the form or content of this initial notification.
2. Description of the Underlying Matter
2.1 Background on the Insured
Dunmore Energy Holdings Ltd. is a diversified energy company operating across the oil and gas exploration, production, and trading sectors, as well as the renewable energy development sector. For the fiscal year ended December 31, 2021, Dunmore reported consolidated revenues of approximately $4.87 billion and employed approximately 3,200 persons globally across its various subsidiaries and affiliates.
The following subsidiaries of Dunmore are directly relevant to the matter that is the subject of this notice:
(a) Dunmore Trading International Ltd. ("DTI") — A limited company licensed in the Dubai International Financial Centre, DIFC License No. CL-4827, with its principal office at Level 14, Gate Building 3, Dubai International Financial Centre, P.O. Box 506774, Dubai, United Arab Emirates. DTI serves as the primary commodities trading arm of the Dunmore group and conducts crude oil, refined products, and energy derivatives trading on behalf of the group's global operations.
(b) Dunmore upstream Americas LLC ("DUA") — A Delaware limited liability company, Employer Identification Number 84-2937561, with its principal office at 1200 McKinney Street, Suite 3400, Houston, Texas 77010. DUA oversees Dunmore's upstream exploration and production operations in the Western Hemisphere.
(c) Dunmore Renewables GmbH — Registered at Überseeallee 12, 20457 Hamburg, Germany. Dunmore Renewables GmbH manages the group's renewable energy portfolio and development activities in Europe.
(d) Dunmore Exploration West Africa Ltd. — Located at 14B Kofo Abayomi Street, Victoria Island, Lagos, Nigeria. This entity oversees Dunmore's exploration and production interests in West Africa.
Dunmore's current ownership structure is as follows: Greystone Capital Partners Fund IV, L.P. holds approximately 62.5% of the equity; Dunmore management collectively holds approximately 22.5%; and Thornbury Infrastructure Fund II, L.P. holds the remaining 15%.
2.2 The DOJ Inquiry
On April 19, 2022, the United States Department of Justice, National Security Division, Counterintelligence and Export Control Section ("CES"), caused to be issued Grand Jury Subpoena No. GJ No. 22-418 (the "Subpoena"), issued by the United States District Court for the District of Columbia, Grand Jury 22-2, directed to Dunmore Energy Holdings Ltd. The Subpoena was served upon Dunmore via its registered agent in Houston, Texas on April 19, 2022. A copy of the Subpoena (redacted as necessary to protect grand jury secrecy and attorney-client privilege) is attached hereto as Enclosure A.
The original return date of the Subpoena was May 19, 2022. Calderwood & Harkness LLP has communicated with the Department of Justice and has requested an extension of the return date to July 19, 2022. Based on our discussions with the assigned prosecutors, we expect that this extension will be granted in the ordinary course, consistent with the standard practice of the Department of Justice in matters of this complexity.
The Subpoena calls for the production of all documents from January 1, 2019 through the present date relating to the following subjects:
(a) Petronova Trading FZE;
(b) Volkhov Industrial Group JSC;
(c) Zenith Petroleum DMCC;
(d) Caspian Logistik GmbH;
(e) Any transaction, trade, swap, purchase, sale, brokerage, or facilitation involving Russian-origin crude oil or refined products; and
(f) Any export, re-export, or transfer of oilfield equipment, components, technology, or related items to Russia, Belarus, or to any entity appearing on the OFAC Specially Designated Nationals and blocked Persons List (the "SDN List"), the Bureau of Industry and Security Entity List, or the Denied Persons List.
The inquiry concerns potential violations of United States sanctions laws, including sanctions programs administered by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury, and export control regulations administered by the Bureau of Industry and Security ("BIS") of the United States Department of Commerce under the Export Administration Regulations ("EAR"). Based on our initial communications with the Department of Justice and our review of the Subpoena, the focus of the inquiry appears to center on activities conducted by DTI's overseas commodity trading desk in Dubai, United Arab Emirates, and the involvement of certain Dunmore personnel in transactions with counterparties alleged to have undisclosed connections to sanctioned Russian persons and entities.
The lead prosecutor assigned to the matter is Assistant United States Attorney Meredith Calloway of the DOJ National Security Division. Additional Trial Attorneys Samuel Kovacs and Diana Pressman, both of the Counterintelligence and Export Control Section, are also assigned to the matter. The principal investigative agent is FBI Case Agent Paul Reinhardt of the FBI Counterintelligence Division.
The applicable legal frameworks implicated by the DOJ inquiry include, but are not limited to, the following:
• The International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C. §§ 1701–1706;
• The Export Control Reform Act of 2018 ("ECRA"), 50 U.S.C. §§ 4801–4852;
• Executive Order 14024 (April 15, 2021), "Blocking Property with Respect to Specified Harmful Foreign Activities of the Government of the Russian Federation";
• Directive 2 under Executive Order 13662, as amended (pertaining to prohibitions on dealings in new debt and new equity of certain Russian financial institutions and energy companies);
• The Russian Harmful Foreign Activities Sanctions Regulations, 31 C.F.R. Part 589; and
• The Export Administration Regulations, 15 C.F.R. Parts 730–774, including in particular § 746.5, which imposes licensing requirements on exports, re-exports, and transfers of specified items to Russia and Belarus.
2.3 Nature of Conduct Under Investigation
Based on our preliminary review of available information—which is necessarily incomplete at this early stage of the investigation—it appears that between approximately March 2020 and April 2022, DTI's Dubai-based commodities trading desk, operating under the supervision of Derek Hargrave (President of DTI) and with the direct involvement of Natasha Sorokin (Senior Trader), engaged in a series of crude oil, refined products, and oilfield equipment transactions involving counterparties with potential undisclosed ties to Volkhov Industrial Group JSC. Volkhov Industrial Group JSC is a Russian industrial conglomerate that was subject to U.S. sectoral sanctions under OFAC Directive 2 (issued November 15, 2019, pursuant to Executive Order 13662) and was subsequently designated for full SDN blocking sanctions on April 6, 2022, pursuant to Executive Order 14024.
The transactions at issue include, but are not limited to, crude oil swap transactions executed through Petronova Trading FZE and Zenith Petroleum DMCC, both of which are Dubai-registered entities whose ultimate beneficial ownership structures are under review. The inquiry also encompasses the facilitation of oilfield equipment exports routed through Caspian Logistik GmbH, a logistics company based in Hamburg, Germany, which may have served as an intermediary for the transshipment of controlled items to end users in Russia.
Additionally, the investigation encompasses payment flows processed through Crescent Commercial Bank PJSC in Dubai, which may have been used to channel funds in connection with the foregoing transactions. We understand that the Department of Justice is examining whether these payment flows were structured or directed in a manner intended to evade OFAC sanctions or to obscure the identity of sanctioned counterparties.
We emphasize that the foregoing description is based on preliminary information available to us as of the date of this letter. The scope and nature of the conduct under investigation may evolve as our internal investigation proceeds and as additional information becomes available through document review and witness interviews.
2.4 Individuals Potentially Implicated
The following directors, officers, and employees of Dunmore and its subsidiaries are persons whose conduct may be relevant to the DOJ inquiry and who may seek coverage under the Policy as insured persons. We identify these individuals to ensure that Garrison Mutual is aware of the potential scope of individual coverage obligations:
1. Callum Renshaw — Chief Executive Officer, Dunmore Energy Holdings Ltd. (Houston, Texas). Mr. Renshaw has served as CEO since 2018 and has overall supervisory responsibility for the company's global operations, including DTI.
2. Derek Hargrave — President, Dunmore Trading International Ltd. (Dubai, UAE). Mr. Hargrave has served as President of DTI since 2019 and had direct supervisory authority over the trading desk at the center of the inquiry. As of the date of this letter, Mr. Hargrave has been placed on administrative leave pending the outcome of the internal investigation. Based on our preliminary assessment and communications with the Department of Justice, Mr. Hargrave may be classified as a potential target of the investigation.
3. Natasha Sorokin — Senior Trader, Dunmore Trading International Ltd. (Dubai, UAE). Ms. Sorokin joined DTI in 2018 and was directly responsible for executing certain of the transactions under scrutiny. Ms. Sorokin is expected to be placed on administrative leave in the near term. Based on our preliminary assessment, Ms. Sorokin may also be classified as a potential target of the investigation.
4. Gerald Fisk — Chief Compliance Officer, Dunmore Energy Holdings Ltd. (Houston, Texas). Mr. Fisk has served as Chief Compliance Officer since 2017 and was responsible for overseeing the company's sanctions and export control compliance programs during the period in question. As of the date of this letter, Mr. Fisk remains employed by Dunmore, although we note that his continued tenure is under review by the Board of Directors.
5. Omar Al-Rashidi — Head of Middle East Operations, Dunmore Trading International Ltd. (Dubai, UAE). Mr. Al-Rashidi has broad operational responsibility for DTI's activities in the Middle East region and may have had knowledge of or involvement in certain of the transactions under inquiry.
6. Yves Leclerc — Director of Logistics & Shipping, Dunmore Trading International Ltd. (Dubai, UAE). Mr. Leclerc was responsible for arranging the logistics and shipping of commodities and equipment on behalf of DTI, including arrangements that may have involved Caspian Logistik GmbH.
7. Sandra Whitfield — Chief Financial Officer, Dunmore Energy Holdings Ltd. (Houston, Texas). Ms. Whitfield has served as CFO since 2019 and has oversight of the company's financial reporting and treasury functions, including the payment channels through which certain transactions were processed.
8. Rajesh Malhotra — Controller, Dunmore Trading International Ltd. (Dubai, UAE). Mr. Malhotra oversees the accounting and financial reporting functions of DTI and may have had visibility into the payment flows at issue.
9. Marcus Wellbourne — General Counsel, Dunmore Energy Holdings Ltd. (Houston, Texas). Mr. Wellbourne has served as General Counsel since 2020 and is responsible for the company's legal affairs, including the retention of outside counsel in connection with this matter.
10. Tobias Engel — Managing Director, Dunmore Renewables GmbH (Hamburg, Germany). Mr. Engel's involvement is tangential and relates primarily to his role in overseeing Dunmore's Hamburg-based operations, which may have had interactions with Caspian Logistik GmbH through shared office services and logistics arrangements.
We note that some of the individuals identified above may, in the course of the investigation or in the event of a formal enforcement action, elect to retain personal counsel separate from counsel retained by the company. In such circumstances, Dunmore may advance defense costs on behalf of such individuals pursuant to its indemnification obligations under its Memorandum and Articles of Association, applicable Cayman Islands law, and the terms of individual employment and indemnification agreements. Such advanced defense costs may be submitted to Garrison Mutual for reimbursement under the Policy, and Dunmore expressly reserves its right to do so.
3. Engagement of Defense Counsel
Calderwood & Harkness LLP was retained by Dunmore Energy Holdings Ltd. on April 14, 2022, to serve as lead defense counsel in connection with the matters described herein. The scope of the engagement encompasses the following:
(a) Conducting a comprehensive internal investigation into the facts and circumstances underlying the DOJ inquiry;
(b) Responding to Grand Jury Subpoena No. GJ No. 22-418, including the collection, processing, review, and production of documents responsive to the Subpoena;
(c) Representing Dunmore and, where appropriate, its officers and directors in all communications and proceedings with the Department of Justice, the FBI, OFAC, and BIS in connection with the DOJ inquiry;
(d) Advising Dunmore on sanctions and export control compliance, remediation, and disclosure obligations; and
(e) Providing such additional legal services as may be necessary or appropriate in connection with the foregoing, including potential parallel regulatory proceedings, civil litigation, and any related matters that may arise.
The responsible partner for this engagement is Victoria Chambers, a partner in Calderwood & Harkness's White Collar Defense & Investigations practice, resident in the firm's Washington, D.C. office at 1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006. Ms. Chambers has extensive experience representing multinational corporations in sanctions and export control enforcement actions brought by the Department of Justice, OFAC, and BIS, and has previously represented clients in matters before the Counterintelligence and Export Control Section.
The billing partner for the engagement is the undersigned, Howard Quinn, a partner in Calderwood & Harkness's White Collar Defense & Investigations practice, resident in the firm's New York office. Mr. Quinn serves as the primary insurance liaison for this engagement and will coordinate all fee submissions and coverage correspondence with Garrison Mutual.
The core team assigned to the matter includes the following attorneys and professional staff:
• Jasmine Thornton, Lead Associate (Washington, D.C.) — Ms. Thornton will serve as the day-to-day lead associate on the investigation and will manage the witness interview program and the coordination of document review.
• Liam Donahue, Working Associate (New York) — Mr. Donahue will support document review, legal research, and factual analysis, with a particular focus on the transactional history involving Petronova Trading FZE and Zenith Petroleum DMCC.
• Conrad Reeves, Senior Counsel, Export Controls & Sanctions (Washington, D.C.) — Mr. Reeves is a former senior attorney with the Department of Commerce's Office of Chief Counsel and will provide specialized expertise on EAR classification, licensing requirements, and export control compliance matters.
• Amara Osei, Associate (London) — Ms. Osei will coordinate the collection and review of documents located in the United Kingdom and will assist with cross-border privilege and data protection issues arising under UK and EU law.
• Nicholas Ferreira, Associate (Houston) — Mr. Ferreira will support document collection efforts at Dunmore's Houston headquarters and will coordinate with the company's in-house legal team and document custodians.
• Elena Vasquez, Paralegal Manager (Washington, D.C.) — Ms. Vasquez will oversee the paralegal support team and will manage the document collection and privilege log process.
• Thomas Bradshaw, Senior Paralegal, e-discovery Lead (New York) — Mr. Bradshaw will serve as the primary liaison with the e-discovery vendor and will manage the technology-assisted review workflow and document production.
Calderwood & Harkness LLP offices involved in this engagement include New York (primary administrative office), Washington, D.C. (lead substantive office), Houston, London, and Dubai. The engagement encompasses an internal investigation that will require document collection and review across at least six jurisdictions—the Cayman Islands, the United Arab Emirates, the United States, Germany, Nigeria, and the United Kingdom—as well as extensive witness interviews spanning multiple time zones and regulatory frameworks.
A copy of the Calderwood & Harkness LLP engagement letter dated April 14, 2022, is attached hereto as Enclosure B.
4. Retention of Additional Advisors and Vendors
In connection with this matter, the following additional advisory firms and vendors have been retained or are expected to be retained in the near term. We submit that the fees and costs of these firms constitute defense costs within the meaning of the Policy and should be covered thereunder:
(a) Ridgeline Advisory Group LLC (Washington, D.C.) — Ridgeline Advisory Group LLC has been retained as a forensic accounting consultant to assist Calderwood & Harkness LLP in analyzing the financial transactions, payment flows, and counterparty relationships at issue in the DOJ inquiry. The engagement lead is Dr. Margaret Liu, CPA, CFE, a principal of Ridgeline Advisory Group LLC with extensive experience in OFAC sanctions enforcement matters and forensic financial analysis. Ridgeline was formally retained on May 2, 2022, under Engagement No. RAG-2022-0319. Ridgeline's scope of work will include the reconstruction and tracing of payment flows through Crescent Commercial Bank PJSC, analysis of trade documentation and pricing anomalies in crude oil swap transactions, and the preparation of forensic accounting reports to support the internal investigation and any presentations to the Department of Justice.
(b) Nexagen Analytics Inc. (New York) — Nexagen Analytics Inc. has been retained as the e-discovery and document review vendor for this matter. The assigned project manager is Brian Cavanaugh, and the engagement has been designated Project No. NX-DEH-2204. Nexagen's scope of work encompasses the forensic collection and preservation of electronically stored information from custodians across six jurisdictions; the processing, hosting, and technology-assisted review of documents on the Relativity platform; and the preparation and quality control of productions responsive to the Subpoena. Based on preliminary estimates derived from custodian interviews and IT assessments, the collection target for this matter exceeds two million documents. Nexagen was retained on the same date as Calderwood & Harkness commenced its document preservation and collection efforts.
We anticipate that additional consultants, advisors, and vendors may need to be retained as the investigation develops and the scope of the DOJ inquiry becomes more fully understood. By way of example, it may become necessary to retain a compliance consulting firm to assist with the design and implementation of remedial measures to Dunmore's sanctions and export control compliance program, as well as specialists in data protection and cross-border data transfer to address regulatory requirements in the UAE, Germany, Nigeria, and the United Kingdom. We will provide Garrison Mutual with prompt notice of any such additional retentions and will seek approval as required under the Policy.
Additionally, as noted in Section 2.4 above, individual directors and officers of Dunmore may retain separate personal counsel as the investigation proceeds. Dunmore may advance defense costs on behalf of such individuals pursuant to its indemnification obligations, which are set forth in the company's Memorandum and Articles of Association and in the terms of individual employment and indemnification agreements. We respectfully submit that such advanced defense costs are recoverable under the Policy and reserve Dunmore's right to submit claims for reimbursement of such costs.
5. Anticipated Defense Costs and Budget
We recognize that the investigation is in its early stages and that a precise estimate of total defense costs is not yet available. However, based on our assessment of the scope and complexity of the DOJ inquiry—including the multi-jurisdictional nature of the document collection effort, the expected volume of documents to be reviewed (in excess of two million), the anticipated number of witness interviews (which we estimate will involve several dozen interviews across at least six jurisdictions), the extensive sanctions and export control legal analysis required, and the anticipated duration and intensity of cooperation with the Department of Justice—defense costs are expected to be substantial.
Our preliminary internal budget estimate projects significant legal fees for Calderwood & Harkness LLP alone over the anticipated initial phase of the investigation, which we estimate will span the period from retention through the completion of the initial document production and the first round of witness interviews. This estimate does not include the fees and costs of Ridgeline Advisory Group LLC, Nexagen Analytics Inc., or any other advisors or vendors that may be retained, nor does it include defense costs that may be incurred by individual directors and officers who retain personal counsel.
Given the scale of the anticipated defense costs, we expect that the $2,500,000 self-insured retention will be exhausted during the early phases of the investigation. We respectfully request that Garrison Mutual be prepared to begin reviewing and reimbursing defense costs promptly upon exhaustion of the retention, so as to avoid any disruption to the defense effort. We will provide Garrison Mutual with regular invoices and supporting documentation sufficient to allow the Insurer to monitor defense costs and verify that the retention has been exhausted.
For the avoidance of doubt, Dunmore's claim under the Policy at this stage is limited to defense costs as defined in the Policy. We understand that disgorgement, penalties, fines, or other amounts imposed by governmental authorities, to the extent they may not constitute insurable defense costs under applicable law or the terms of the Policy, would not be the subject of a coverage claim at this time. We reserve, however, all rights to assert coverage for any and all insurable losses that may arise in connection with this matter.
6. Request for Coverage Confirmation
We respectfully and formally request that Garrison Mutual Insurance Co. confirm in writing, at its earliest convenience, the following:
1. Coverage Determination. That the DOJ inquiry described in this letter constitutes a covered "Claim" or, in the alternative, covered reportable "Circumstances" under Policy No. GM-DO-2021-08734, triggering the Insurer's obligations under the Policy.
2. Defense Costs Coverage. That defense costs incurred by Dunmore and its insured persons in connection with the DOJ inquiry—including legal fees, forensic accounting fees, e-discovery and document review costs, and related expenses—are covered under the Policy, subject to the applicable terms, conditions, exclusions, and retention.
3. Approval of Defense Counsel. That the retention of Calderwood & Harkness LLP as lead defense counsel for the company is approved under the Policy. To the extent that the Policy contains a panel counsel requirement or other provisions governing the selection of defense counsel, we respectfully request a waiver of any such requirement in light of the highly specialized nature of the matter, which involves the intersection of U.S. sanctions law, export control regulations, grand jury practice, and multi-jurisdictional internal investigations—an area in which Calderwood & Harkness LLP has particular depth and expertise.
4. Approval of Advisors and Vendors. That the retention of Ridgeline Advisory Group LLC as forensic accounting consultant, Nexagen Analytics Inc. as e-discovery and document review vendor, and any future advisors or vendors reasonably necessary for the defense of this matter, is covered or approved under the Policy.
5. Advancement of Individual Defense Costs. That advancement of defense costs for individual insured persons who retain separate personal counsel—to be advanced by Dunmore in the first instance pursuant to its indemnification obligations and thereafter claimed under the Policy—will be honored by the Insurer in accordance with the Policy's terms.
In addition, we request the designation of a single point of contact at Garrison Mutual for ongoing claims correspondence, fee submissions, and reimbursement requests related to this matter. We understand that you, Ms. Holbrook, have been identified as the Claims Adjuster assigned to this matter, and we respectfully request confirmation that you have the authority to manage the claim on behalf of Garrison Mutual, including the authority to approve defense counsel, authorize reimbursement of defense costs upon exhaustion of the retention, and make coverage determinations. If a different individual or team at Garrison Mutual will be responsible for any aspect of the claims process, we ask that you provide us with the appropriate contact information at your earliest convenience.
7. Reservation of Rights
Dunmore Energy Holdings Ltd. expressly reserves all rights under Policy No. GM-DO-2021-08734, including but not limited to the following:
(a) The right to claim coverage for all defense costs incurred in connection with the DOJ inquiry, including costs incurred by the company and by individual insured persons;
(b) The right to contest any denial, limitation, or reservation of coverage by Garrison Mutual, whether in whole or in part;
(c) The right to supplement, amend, or update this notice with additional information, facts, or circumstances as the investigation develops, without prejudice to the timeliness or sufficiency of this initial notice;
(d) The right to assert coverage for additional claims or proceedings that may arise from the same or related facts, including but not limited to any civil litigation, regulatory proceedings, shareholder demands, or other actions; and
(e) All other rights and remedies available to Dunmore under the Policy, at law, or in equity.
Nothing in this letter, and no information provided herein or in future correspondence, shall be construed as a waiver, release, or relinquishment of any coverage rights, defenses, or positions of Dunmore or any insured person under the Policy. This notice is provided for the purpose of preserving coverage and does not constitute, and shall not be deemed to constitute, an admission of liability, wrongdoing, or fault by Dunmore or any insured person with respect to any of the matters described herein.
8. Privilege and Confidentiality
All information provided in this letter, and all information that may be provided in future claims correspondence, investigation updates, or coverage submissions, is provided solely for purposes of the insurance coverage relationship between Dunmore and Garrison Mutual. Such information is subject to the common interest privilege, the attorney-client privilege, the work product doctrine, and any other applicable confidentiality protections under the laws of the relevant jurisdictions, including the United States, the Cayman Islands, Bermuda, and the United Arab Emirates.
We respectfully request that Garrison Mutual treat all information received in connection with this claim as strictly confidential and refrain from disclosing any such information to any third party—including but not limited to reinsurers, brokers, co-insurers, or regulatory authorities—without the prior written consent of Dunmore Energy Holdings Ltd. and Calderwood & Harkness LLP. To the extent that Garrison Mutual is required to disclose information to its reinsurers or other parties in the ordinary course of its claims handling process, we ask that such disclosure be made subject to appropriate confidentiality agreements and that Garrison Mutual provide advance notice to Calderwood & Harkness LLP of any such disclosure.
Calderwood & Harkness LLP will coordinate with Garrison Mutual regarding any future requests for detailed investigation updates, factual summaries, or other substantive information related to the internal investigation. Any such disclosures will be made subject to the common interest privilege and will be carefully calibrated to preserve the confidentiality of the investigation and the attorney-client privilege of Dunmore and its insured persons. We request that Garrison Mutual direct any requests for privileged or work product information through the undersigned or Ms. Chambers.
9. Compliance with Notice Requirements
This notice is being provided promptly upon the retention of counsel and the commencement of Calderwood & Harkness's internal investigation, in compliance with the notice provisions of the Policy. We note the following timeline:
• April 14, 2022: Calderwood & Harkness LLP retained by Dunmore Energy Holdings Ltd.
• April 19, 2022: Grand Jury Subpoena No. GJ No. 22-418 served on Dunmore via its registered agent in Houston, Texas.
• April 28, 2022: This notice of claim / reportable circumstances is being transmitted to Garrison Mutual Insurance Co. via email and international courier.
This notice is being provided within the required notice period specified under the Policy's notice provisions. We submit that the nine-day period between service of the Subpoena and this notice (and the fourteen-day period between retention of counsel and this notice) constitutes prompt and timely notice under any reasonable interpretation of the Policy's requirements.
We respectfully request that Garrison Mutual acknowledge receipt of this notice in writing within ten (10) business days of the date hereof, confirming (i) that the notice has been received and logged; (ii) the claim reference number assigned to this matter; and (iii) the identity and contact information of the claims professional(s) who will be responsible for managing the claim on Garrison Mutual's behalf.
10. Contact Information and Future Correspondence
All future correspondence, notices, and communications regarding this claim should be directed to the following individuals at Calderwood & Harkness LLP:
Primary Contact (Billing Partner & Insurance Liaison):
Howard Quinn Partner, White Collar Defense & Investigations Calderwood & Harkness LLP 450 Lexington Avenue, 38th Floor New York, New York 10017 Telephone: (212) 558-4127
Email: hquinn@calderwoodharkness.com
With copies to (Responsible Partner):
Victoria Chambers Partner, White Collar Defense & Investigations Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Telephone: (202) 282-5540
Email: vchambers@calderwoodharkness.com
We request that Garrison Mutual provide us with a designated claims email address or physical mailing address to which fee invoices, reimbursement submissions, and supporting documentation should be directed. We also ask for confirmation of any specific invoice formatting requirements, billing guidelines, or documentation standards that Garrison Mutual requires in connection with the submission of defense cost claims under the Policy.
We appreciate your prompt attention to this matter and stand ready to discuss the foregoing with you or your colleagues at your earliest convenience. Given the serious nature of the DOJ inquiry and the active and ongoing nature of the internal investigation and subpoena compliance process, we respectfully urge Garrison Mutual to provide its coverage confirmation and acknowledgment of this notice on an expedited basis.
We are, of course, prepared to provide additional information that Garrison Mutual may reasonably require in connection with its evaluation of coverage, subject to the privilege and confidentiality considerations set forth in Section 8 above. Please do not hesitate to contact the undersigned or Ms. Chambers directly if you have any questions or require further detail.
We look forward to your prompt response.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Howard Quinn Partner, White Collar Defense & Investigations 450 Lexington Avenue, 38th Floor New York, New York 10017 Telephone: (212) 558-4127
Email: hquinn@calderwoodharkness.com
Enclosures:
Enclosure A: Copy of Grand Jury Subpoena GJ No. 22-418 (April 19, 2022) (redacted as necessary)
Enclosure B: Copy of Calderwood & Harkness LLP Engagement Letter dated April 14, 2022
Enclosure C: Relevant Policy Excerpt — Notice Provisions of Policy No. GM-DO-2021-08734
cc: (via email)
Victoria Chambers, Partner, Calderwood & Harkness LLP (Washington, D.C.)
Marcus Wellbourne, General Counsel, Dunmore Energy Holdings Ltd.
Sandra Whitfield, Chief Financial Officer, Dunmore Energy Holdings Ltd.
PRIVILEGED AND CONFIDENTIAL — This letter and its enclosures contain information that is protected by the attorney-client privilege, the work product doctrine, and/or the common interest privilege. This communication is intended solely for the use of the addressee(s) identified above. Any unauthorized review, use, disclosure, or distribution of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies.
Item | Detail
Policy Number | GM-DO-2021-08734
Named Insured | Dunmore Energy Holdings Ltd. and its subsidiaries (as defined in the Policy)
Insurer | Garrison Mutual Insurance Co., Hamilton, Bermuda
Policy Limits | $50,000,000 aggregate; $10,000,000 per claim
Self-Insured Retention ("SIR") | $2,500,000

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