1016-00009 · Dunmore Energy Holdings · Engagement & Scope

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MEMORANDUM

PRIVILEGED & CONFIDENTIAL / ATTORNEY WORK PRODUCT

TO: Victoria Chambers, Responsible Partner Howard Quinn, Billing Partner

FROM: Jasmine Thornton, Lead Associate

DATE: April 18, 2022

RE: Staffing Plan & Preliminary Budget Estimate — Dunmore Energy Holdings Ltd. DOJ Sanctions & Export Controls Investigation

MATTER NO.: 1016-00009

CLIENT: Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH")

This memorandum is a privileged and confidential communication prepared by Calderwood & Harkness LLP at the direction of counsel for the purpose of providing legal advice in connection with the above-referenced matter. This document constitutes attorney work product and is protected from disclosure by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections. Any unauthorized disclosure, copying, or distribution of this memorandum is strictly prohibited.

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I. PURPOSE AND BACKGROUND

A. Purpose of This Memorandum

The purpose of this memorandum is to set forth the proposed staffing plan across Calderwood & Harkness LLP ("C&H" or the "Firm") offices, define the investigation workstreams, and provide a preliminary budget estimate for the defense of Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH") in connection with the inquiry opened by the U.S. Department of Justice ("DOJ") on or about April 19, 2022. As of the date of this memorandum, we anticipate the imminent issuance of a grand jury subpoena, GJ No. 22-418, from the U.S. District Court for the District of Columbia, Grand Jury 22-2 (the "Subpoena"). This memorandum is intended to enable the Responsible Partner and Billing Partner to approve the proposed team structure, workstream assignments, preliminary budget range, and immediate next steps, and to provide a framework for the efficient and effective conduct of this engagement.

B. Context and Engagement History

Calderwood & Harkness was retained by Dunmore on April 14, 2022, pursuant to an engagement letter executed on that date by Marcus Wellbourne, General Counsel of DEH. The retention followed the identification on April 11, 2022, by then-Chief Compliance Officer Gerald Fisk, of potential historical exposure of Dunmore entities to Volkhov Industrial Group JSC ("Volkhov") through Petronova Trading FZE ("Petronova"), a Dubai-based trading intermediary. This identification was prompted by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") addition of Volkhov Industrial Group JSC to the Specially Designated Nationals and blocked Persons List (the "SDN List") on April 6, 2022, pursuant to Executive Order 14024, which targets certain harmful foreign activities of the Government of the Russian Federation. Prior to the SDN designation, Volkhov had been subject to Directive 2 sectoral sanctions under Executive Order 13662 since November 15, 2019.

A conflicts check was completed and cleared on April 13, 2022. The conflict check memorandum, prepared by the Firm's conflicts department, is on file and is cross-referenced herein.

C. Nature of the Matter

This engagement encompasses the following interconnected components:

1. Internal Investigation: A comprehensive internal investigation into potential sanctions and export control violations arising from activities conducted at Dunmore Trading International Ltd.'s ("DTI") Dubai trading desk, including crude oil swap transactions with Petronova Trading FZE and Zenith Petroleum DMCC and oilfield equipment exports facilitated through Caspian Logistik GmbH.

2. DOJ Subpoena Response: Analysis of, and response to, the anticipated grand jury subpoena GJ No. 22-418, including document collection, processing, review, and production.

3. OFAC-Related Analysis: Detailed analysis of the applicable OFAC sanctions frameworks, including the OFAC 50% Rule as applied to Petronova Trading FZE, and an assessment of potential violations of OFAC-administered sanctions programs.

4. Potential Voluntary Self-Disclosure: Evaluation and, if appropriate, preparation and filing of a voluntary self-disclosure with OFAC, the timing of which will be coordinated with the overall defense strategy.

5. Compliance Remediation: Assessment of Dunmore's pre-existing sanctions and export controls compliance program and design and implementation of enhanced compliance measures.

6. Defense of Dunmore: Strategic advocacy before the DOJ National Security Division, Counterintelligence and Export Control Section ("NSD/CES"), with the goal of obtaining a declination of prosecution under the DOJ's Corporate Enforcement Policy.

The potential violations at issue include violations of U.S. sanctions laws, specifically OFAC-administered programs under Executive Order 14024 and Directive 2 under Executive Order 13662, as well as the International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C. §§ 1701–1706. In addition, the matter involves potential violations of U.S. export control regulations, specifically the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, with particular focus on Section 746.5 (Russia/Belarus sanctions-related export controls) and Export Control Classification Numbers ("ECCNs") 2B350 and 2B999, as well as the Export Control Reform Act of 2018 ("ECRA"), 50 U.S.C. §§ 4801–4852. These potential violations arise from activities conducted at DTI's Dubai trading desk and related logistics operations, as described more fully below.

D. Client Profile

Dunmore Energy Holdings Ltd. is a Cayman Islands–domiciled private company (Cayman Islands Registry No. MC-334821) with operational headquarters at 1200 McKinney Street, Suite 3400, Houston, Texas 77010. For fiscal year 2021, DEH reported revenue of approximately $4.87 billion. The company employs approximately 3,200 individuals globally, with operations spanning upstream exploration, commodity trading, logistics, and, through a recent expansion, renewable energy development.

DEH's ownership structure is as follows:

• Greystone Capital Partners Fund IV, L.P. — 62.5% majority interest. Greystone Capital Partners Fund IV is managed by Greystone Capital Management LLC, a Delaware limited liability company. Richard Fairbanks serves as Managing Partner.

• Management — 22.5% interest, held through a management equity plan by current and former members of Dunmore senior management.

• Thornbury Infrastructure Fund II, L.P. — 15% minority interest. Thornbury Infrastructure Fund II is managed by Thornbury Asset Management Ltd., a UK-registered firm. Helen Cresswell serves as Managing Director.

E. Key Subsidiaries Implicated

The following Dunmore subsidiaries are directly or tangentially implicated in the investigation:

1. Dunmore Trading International Ltd. ("DTI") — The primary entity of concern. DTI holds DIFC License No. CL-4827 and is located at Level 14, Gate Building 3, Dubai International Financial Centre, Dubai, United Arab Emirates. DTI operates Dunmore's commodity trading desk in the Middle East and is the entity through which the suspect transactions with Petronova, Zenith Petroleum, and Caspian Logistik were conducted.

2. Dunmore upstream Americas LLC ("DUA") — A Delaware limited liability company (EIN 84-2937561) headquartered in Houston, Texas. DUA houses the company's upstream exploration operations in the Americas and is the employer of record for certain Houston-based executives with oversight responsibility for DTI operations.

3. Dunmore Renewables GmbH — A German limited liability company located at Überseeallee 12, Hamburg, Germany. Dunmore Renewables is tangentially connected to the investigation through certain transactions with Caspian Logistik GmbH that are being examined for potential export control implications.

4. Dunmore Exploration West Africa Ltd. ("DEWA") — A Nigerian entity based in Lagos, Nigeria. DEWA's relevance to the investigation is limited at this stage but may expand depending on findings regarding commodity flows through West African intermediaries.

F. Adversary and Government Contacts

The DOJ investigation is being conducted by the National Security Division, Counterintelligence and Export Control Section ("NSD/CES"). The following government personnel have been identified:

• AUSA Meredith Calloway — Lead Prosecutor

• Samuel Kovacs — Trial Attorney, NSD/CES

• Diana Pressman — Trial Attorney, NSD/CES

• FBI Special Agent Paul Reinhardt — Lead investigative agent

• Erin Matsuda — OFAC Compliance Analyst, serving as OFAC liaison

All communications with the DOJ and OFAC will be routed through Victoria Chambers, as described further in Section VII below.

G. Counterparties at Issue

The investigation centers on Dunmore's relationships with the following counterparties:

1. Petronova Trading FZE — A Jebel Ali Free Zone–registered entity. Sergei Volkov (Russian national, UAE resident) serves as Managing Director. Petronova is the primary trading counterparty through which crude oil swap transactions were conducted. The central question in the investigation is whether Petronova is beneficially owned or controlled by Volkhov Industrial Group JSC and/or Arkady Volkhov, such that transactions with Petronova constituted dealings with a sanctioned entity under the OFAC 50% Rule. Petronova's registered address is Office 1407, Al Shafar Tower, Dubai Internet City, Dubai, United Arab Emirates.

2. Volkhov Industrial Group JSC — A Russian industrial conglomerate. Arkady Volkhov serves as Chairman. Volkhov was designated under Directive 2 sectoral sanctions (Executive Order 13662) on November 15, 2019, and was subsequently added to the SDN List under Executive Order 14024 on April 6, 2022. Volkhov is headquartered in Moscow, Russia.

3. Zenith Petroleum DMCC — A Dubai Multi Commodities Centre–registered entity. Farhan Qureshi (Pakistani national, UAE resident) serves as Managing Director. Zenith Petroleum's registered address is Unit 2201, Jumeirah Bay Tower X2, Jumeirah Lakes Towers, Dubai, United Arab Emirates. Zenith Petroleum is involved in at least two flagged crude oil swap transactions with DTI.

4. Caspian Logistik GmbH — A German logistics company. Klaus Weidemann (German national) serves as Managing Director. The company is located at Mönckebergstraße 22, Hamburg, Germany. Caspian Logistik facilitated oilfield equipment exports that may have violated EAR controls, and is understood to be under separate investigation by German authorities for potential dual-use export control violations (EAR Category 2 items).

H. Estimated Scope and Document Universe

Based on preliminary information provided by the client, we estimate that the document universe in this matter encompasses over two million documents across six jurisdictions: the Cayman Islands, the United Arab Emirates, the United States, Germany, Nigeria, and the United Kingdom. This estimate includes email communications, trading system records, financial system data, personal device communications, and messaging application data (including Meridian Services Inc. and Kestrel Data Systems messages). We further estimate that a minimum of 40 witness interviews, and potentially as many as 50, will be required across three rounds of interviews, spanning locations in Houston, Dubai, London, and Hamburg.

I. Cross-References

This memorandum should be read in conjunction with the following documents:

• Conflict Check Memorandum, dated April 13, 2022 (conflict cleared)

• Engagement Letter, dated April 14, 2022 (executed by Marcus Wellbourne, General Counsel, on behalf of DEH)

II. PROPOSED TEAM COMPOSITION AND OFFICE ASSIGNMENTS

The following section sets forth the proposed Calderwood & Harkness team for this engagement. The team has been assembled to provide the requisite expertise in white collar defense, sanctions and export control law, and complex investigations, while also ensuring geographic coverage across the jurisdictions implicated in this matter. Team members have been selected based on their substantive expertise, availability, and familiarity with the relevant legal frameworks and government agencies.

A. Leadership

1. Responsible Partner — Victoria Chambers

Victoria Chambers will serve as the Responsible Partner for this engagement. Victoria is a partner in the White Collar & Investigations Practice Group, resident in the Firm's Washington, D.C. office (1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006). Victoria will provide overall strategic direction for the investigation and defense, including management of the relationship with the DOJ National Security Division and OFAC. Specifically, Victoria's responsibilities will include:

• Overall strategic direction for the investigation and defense of Dunmore

• Management of all communications and relationships with DOJ NSD/CES, including AUSA Meredith Calloway, and with OFAC

• Conduct of proffer sessions with DOJ

• Conduct of key witness interviews, particularly those involving senior executives and witnesses with potential adverse interests

• Final sign-off on all deliverables, including memoranda, DOJ submissions, the advocacy white paper, and the OFAC voluntary self-disclosure

• Oversight of government cooperation strategy

• Coordination with shareholder counsel under common interest agreements

Victoria's extensive experience with DOJ NSD investigations and her established working relationships within the Counterintelligence and Export Control Section make her uniquely suited to lead this engagement. Her knowledge of the Corporate Enforcement Policy and her track record of achieving favorable outcomes in sanctions enforcement matters will be critical assets throughout this matter.

2. Billing Partner — Howard Quinn

Howard Quinn will serve as the Billing Partner for this engagement. Howard is a partner in the White Collar & Investigations Practice Group, resident in the Firm's New York office (450 Lexington Avenue, 38th Floor, New York, NY 10017). Howard's responsibilities will include:

• Oversight of all billing, budgeting, and financial administration for the matter

• Coordination with Garrison Mutual Insurance Co. regarding D&O insurance coverage for defense costs, including submission of billing statements and fee arrangement side letters

• Liaison with the insurance company's claims adjuster, Patricia Holbrook, regarding policy GM-DO-2021-08734

• Management of client fee arrangements, including any alternative fee arrangements or budget modifications

• Coordination with shareholder counsel on cost-sharing and common interest matters

Howard's experience managing the financial aspects of complex, multi-year investigations will be essential given the anticipated scope and duration of this engagement. His familiarity with D&O insurance claims processes and insurer defense cost reimbursement protocols will ensure efficient recovery of covered expenses.

B. Senior Counsel

Conrad Reeves — Senior Counsel, Export Controls & Sanctions

Conrad Reeves will serve as Senior Counsel on this engagement. Conrad is a member of the Export Controls & Sanctions Practice Group, resident in the Firm's Washington, D.C. office. Conrad will serve as the lead attorney on all sanctions and export control legal analysis. His specific responsibilities will include:

• Lead analysis of all applicable OFAC sanctions frameworks, including Executive Order 14024 (signed April 15, 2021), Directive 2 under Executive Order 13662, and the regulations codified at 31 C.F.R. Part 589

• Lead analysis of applicable export control regulations under the EAR, 15 C.F.R. Parts 730–774, with particular focus on Section 746.5 (Russia/Belarus-related controls) and ECCNs 2B350 and 2B999 as applied to the oilfield drilling equipment at issue

• Analysis of applicable criminal statutes, including IEEPA (50 U.S.C. §§ 1701–1706) and ECRA (50 U.S.C. §§ 4801–4852)

• Primary authorship of the sanctions framework memorandum, the export control analysis, the OFAC 50% Rule analysis (as applied to Petronova Trading FZE and the Volkhov/Volkov beneficial ownership question), and the voluntary self-disclosure strategy

• Coordination with the compliance consultant to be retained (Pemberton Investors Solutions LLC, anticipated Q4 2022)

• Co-lead, with Jasmine Thornton, of the compliance program assessment and remediation workstream (Workstream 8)

Conrad's deep expertise in OFAC sanctions programs and EAR export controls, including his prior experience with Directive 2 sectoral sanctions and the OFAC 50% Rule, will be indispensable to this engagement. His prior government service at OFAC provides him with valuable insight into the agency's enforcement priorities and analytical frameworks.

C. Associates

1. Jasmine Thornton — Lead Associate

Jasmine Thornton (the author of this memorandum) will serve as Lead Associate for this engagement. Jasmine is a member of the White Collar & Investigations Practice Group, resident in the Firm's Washington, D.C. office. As Lead Associate, Jasmine will serve as the day-to-day manager of the investigation, coordinating all workstreams and ensuring timely execution of deliverables. Her specific responsibilities will include:

• Day-to-day case management and coordination of all eleven investigation workstreams

• Preparation and conduct of witness interviews, including drafting of interview memoranda

• Oversight of the document review process, including quality control and privilege review supervision

• Drafting of memoranda, DOJ submissions, and other work product

• Lead on the U.S. person jurisdictional nexus analysis, specifically the question of whether DTI Dubai employees qualify as "U.S. persons" under applicable sanctions regulations

• Primary liaison to the forensic accountant (Ridgeline Advisory Group LLC) and the e-discovery vendor (Nexagen Analytics Inc.)

• Co-lead, with Elena Vasquez, of document preservation and litigation hold (Workstream 1)

• Co-lead, with Conrad Reeves, of the compliance program assessment and remediation workstream (Workstream 8)

• Lead on D&O indemnification analysis (in coordination with Howard Quinn on insurance matters)

• Maintenance of the matter chronology and workstream tracking documents

2. Liam Donahue — Working Associate

Liam Donahue will serve as a Working Associate on this engagement. Liam is a member of the White Collar & Investigations Practice Group, resident in the Firm's New York office. Liam's responsibilities will include:

• Preparation of substantive memoranda on counterparty entities, including the Petronova Trading FZE beneficial ownership analysis and the Caspian Logistik GmbH export control analysis

• Review of personal communications for key witnesses

• Transaction analysis support, including assistance in identifying and analyzing the 14 crude oil swap transactions and the oilfield equipment export transactions

• Support for DOJ document productions, including review and quality control

• Co-lead, with Amara Osei, of the counterparty and beneficial ownership analysis (Workstream 7)

• Liaison with local counsel in Germany (to be retained) regarding document collection from Dunmore Renewables GmbH and matters relating to Caspian Logistik GmbH

3. Amara Osei — Associate (London Office)

Amara Osei will serve as an Associate on this engagement, based in the Firm's London office (30 St Mary Axe, 12th Floor, London EC3A 8BF, United Kingdom). Amara's responsibilities will include:

• Management of Dubai and London-based work, including UAE document preservation obligations and DIFC regulatory matters

• Counterparty due diligence on Zenith Petroleum DMCC

• Analysis of Yves Leclerc logistics operations and shipping arrangements through Caspian Logistik GmbH

• Preparation of a memorandum on UAE / DIFC document preservation obligations (to be completed in connection with Workstream 1)

• Travel to Dubai as needed for on-the-ground document collection from DTI, Dubai-based witness interviews, and liaison with Crescent Commercial Bank PJSC (Khalid Mansour, relationship manager)

• Co-lead, with Liam Donahue, of the counterparty and beneficial ownership analysis (Workstream 7)

• Liaison with local counsel in Dubai (to be retained)

Amara's dual qualification in English and UAE law, combined with her familiarity with DIFC regulatory frameworks, makes her particularly well-suited for the Dubai-related aspects of this engagement. Her proximity to London-based Thornbury personnel will also facilitate coordination on UK-related matters.

4. Nicholas Ferreira — Associate (Houston Office)

Nicholas Ferreira will serve as an Associate on this engagement, based in the Firm's Houston office (1200 McKinney Street, Suite 2100, Houston, TX 77010). Given the proximity of the Houston office to Dunmore's operational headquarters, Nicholas will serve as the primary on-the-ground client liaison. His responsibilities will include:

• Day-to-day liaison with Dunmore's Houston-based management and legal department

• Conduct and preparation of witness interviews of Houston-based personnel, including Sandra Whitfield (CFO), Gerald Fisk (CCO), and Callum Renshaw (CEO)

• Analysis of compliance failures and controller knowledge within DUA and the broader Dunmore corporate structure

• Coordination and oversight of document collection from DUA and Houston-based personnel

• Support for interview preparation and memorandum drafting

Nicholas's presence in Houston will minimize travel costs and enable responsive, real-time communication with the client's executive team and General Counsel.

D. Paralegals and Support Staff

1. Elena Vasquez — Paralegal Manager

Elena Vasquez will serve as Paralegal Manager for this engagement, based in the Firm's Washington, D.C. office. Elena will be responsible for the overall coordination of paralegal support across all workstreams. Her specific responsibilities will include:

• Coordination of all paralegal support across the Washington, D.C., New York, and Houston offices

• Scheduling and logistics for witness interviews, including coordination of travel, conference room bookings, and interpreter arrangements

• Compilation and maintenance of the witness index

• Management of the privilege log, including oversight of privilege designations and maintenance of the privilege log database

• Co-lead, with Jasmine Thornton, of document preservation and litigation hold (Workstream 1)

2. Thomas Bradshaw — Senior Paralegal, e-discovery Lead

Thomas Bradshaw will serve as Senior Paralegal and e-discovery Lead, based in the Firm's New York office. Thomas will serve as the primary point of contact with the third-party e-discovery vendor and will oversee all technical aspects of document collection, processing, and production. His specific responsibilities will include:

• Primary liaison to Nexagen Analytics Inc. (Brian Cavanaugh, Project Manager; Project No. NX-DEH-2204)

• Oversight of document collection across all data sources and jurisdictions

• Management of document processing, hosting, and technology-assisted review ("TAR") methodology

• Oversight of Bates-stamping protocols, including implementation of the DEH-DOJ prefix for all DOJ-directed productions

• Production quality control, including final review of all documents prior to production to ensure completeness, accuracy, and proper redaction of privileged materials

• Coordination with Jasmine Thornton on document review workflow and with Elena Vasquez on privilege log maintenance

3. Additional Paralegal Support

Two to three additional paralegals will be staffed from the New York and Washington, D.C. paralegal pools as needed to support document review and production efforts. The precise timing and number of additional paralegals will depend on the volume of documents collected and the pace of the review process. We anticipate that additional paralegal support will be most heavily utilized during the peak document review periods (estimated May through October 2022 and January through March 2023).

E. Office Allocation Summary

The following table summarizes the allocation of team members by office and their primary roles in the investigation:

This multi-office structure is designed to ensure that Calderwood & Harkness has the necessary geographic presence to manage an investigation spanning six jurisdictions, while maintaining centralized strategic direction from the Washington, D.C. office where the DOJ NSD/CES is located.

III. INVESTIGATION WORKSTREAMS

The investigation will be organized into eleven discrete but interconnected workstreams, each with identified leads and defined objectives. The workstreams are designed to proceed in parallel where possible, with appropriate sequencing where dependencies exist. For example, the sanctions and export control legal analysis (Workstream 4) will inform the government cooperation strategy (Workstream 9), and the forensic accounting findings (Workstream 5) will shape the content of the advocacy white paper and any voluntary self-disclosure. The following sections describe each workstream in detail.

Workstream 1: Document Preservation and Litigation Hold

Lead: Jasmine Thornton and Elena Vasquez

The immediate priority upon commencement of this engagement — and, critically, upon receipt of the anticipated grand jury subpoena — is the issuance of comprehensive litigation hold notices to all Dunmore entities globally and the implementation of appropriate document preservation measures. The failure to preserve potentially relevant documents would expose Dunmore to significant spoliation risks and could undermine the company's ability to demonstrate good faith cooperation with the DOJ.

Scope and Deliverables:

• Litigation Hold Notices: Issue litigation hold notices to all Dunmore entities globally no later than April 20, 2022. The template notice will be drafted in English, with custodian-specific versions prepared for key individuals, including Derek Hargrave (President, DTI, Dubai) and Natasha Sorokin (Senior Trader, DTI, Dubai), whose communications are expected to be central to the investigation. The notices will instruct all recipients to preserve all documents, communications, and data potentially relevant to the investigation, including emails, text messages, Meridian Services Inc. and Kestrel Data Systems messages, trading system records, financial records, and any other materials relating to transactions with Petronova Trading FZE, Zenith Petroleum DMCC, Caspian Logistik GmbH, or Volkhov Industrial Group JSC, from January 1, 2019 forward.

• Custodian Identification: Identify and catalog all custodians across six jurisdictions: the Cayman Islands (DEH registered office and corporate records), the United Arab Emirates (DTI, including Petronova-related documents), the United States (DUA, Houston operations, corporate-level records), Germany (Dunmore Renewables GmbH), Nigeria (DEWA), and the United Kingdom (Thornbury-related communications and documents). A preliminary custodian list is attached as Appendix A to this memorandum.

• UAE / DIFC Preservation Memorandum: Amara Osei will prepare a memorandum addressing UAE and DIFC document preservation obligations, including any requirements under DIFC Data Protection Law No. 5 of 2020, DIFC Court rules regarding spoliation, and any applicable UAE federal law requirements. This memorandum is particularly important given that DTI's operations are situated within the DIFC and are subject to its distinct regulatory regime.

• Data Mapping Memorandum: A comprehensive data mapping memorandum will be prepared and completed by April 28, 2022. This memorandum will identify all data sources across the Dunmore corporate family, including email systems, document management systems, trading platforms (including any proprietary or third-party energy trading and risk management systems), financial systems (including Hollowell & Co. or equivalent ERP systems), personal devices used by key custodians, and messaging applications. The data map will serve as the foundation for the document collection efforts in Workstream 2.

Timeline: Litigation hold notices to be issued by April 20, 2022. Data mapping memorandum to be completed by April 28, 2022. Ongoing monitoring of compliance with preservation obligations throughout the engagement.

Workstream 2: E-discovery and Document Review

Lead: Thomas Bradshaw; supported by Jasmine Thornton and Liam Donahue

The document review effort in this matter will be substantial, given the estimated document universe of over two million documents across multiple data sources and six jurisdictions. Efficient management of the e-discovery process will be critical to both the cost of the engagement and the quality and timeliness of DOJ productions.

Scope and Deliverables:

• E-discovery Vendor Retention: We recommend the retention of Nexagen Analytics Inc. ("Nexagen") as the third-party e-discovery vendor for this engagement. Nexagen has been identified based on their demonstrated capabilities in handling large-scale, multi-jurisdictional investigations involving complex data sources, including trading system data and messaging applications. Brian Cavanaugh will serve as the Nexagen Project Manager for this engagement (Project No. NX-DEH-2204). Thomas Bradshaw will serve as the primary C&H liaison to Nexagen. The proposed terms of the Nexagen engagement are described further in Section IV below.

• Anticipated Document Universe: Based on preliminary assessments, we anticipate a total document universe of over 2 million documents across multiple data sources. These data sources include, but are not limited to: corporate email systems (Strathmore Data Systems / Outlook); trading systems (including DTI's energy trading and risk management platform); financial systems (including DUA's and DTI's accounting and ERP systems); personal devices of key custodians (to the extent company-owned or subject to bring-your-own-device policies); messaging applications (Meridian Services Inc., Kestrel Data Systems, and potentially Signal, to the extent used for business communications); shared network drives; and cloud-based storage systems.

• TAR Methodology: Given the volume of the anticipated document universe, we propose the use of technology-assisted review ("TAR") methodology, specifically a continuous active learning ("CAL") protocol, to prioritize and expedite the review process. Search terms will be developed from the subpoena categories once the Subpoena is received, and will be supplemented with terms identified through early-case assessment of collected data. The TAR workflow will include an initial seed set review by senior team members, iterative training rounds, and statistical validation of recall and precision metrics. The TAR protocol will be documented and defensible in the event of any challenge to the adequacy of the review.

• Bates-Stamping Protocol: All documents produced to the DOJ will be Bates-stamped using the prefix DEH-DOJ, followed by sequential numbering (e.g., DEH-DOJ-000001). A separate production numbering protocol will be developed in the event of any parallel OFAC production.

• Privilege Review: Given the involvement of in-house legal counsel (Marcus Wellbourne, General Counsel; and potentially other members of DEH's legal department) in the transactions and compliance matters at issue, we anticipate a significant volume of potentially privileged materials. A separate privilege review team, consisting of one or more associates dedicated to privilege review during peak production periods, will be established to ensure the integrity of privilege designations. Elena Vasquez will maintain the privilege log, which will be updated on a rolling basis as privilege designations are made. We anticipate that the privilege log will ultimately encompass 10,000 or more entries.

• Timeline: Document collection is anticipated to commence in April 2022 and continue through May 2022 (and potentially beyond, if additional custodians or data sources are identified). Processing and TAR review is anticipated to span from May through October 2022, with additional review as needed in early 2023. Productions to the DOJ will be made on a rolling basis, with the first production anticipated in Q3 2022 and a second production in Q1 2023.

• Estimated Volume: We anticipate that the review will ultimately identify approximately 400,000 or more responsive documents, with 10,000 or more documents withheld on privilege grounds and logged accordingly.

Workstream 3: Subpoena Analysis and DOJ Response

Lead: Victoria Chambers and Jasmine Thornton

Upon receipt of the anticipated grand jury subpoena (GJ No. 22-418, U.S. District Court for the District of Columbia, Grand Jury 22-2), the team will conduct a comprehensive analysis of the subpoena's scope and requirements and develop a response strategy.

Scope and Deliverables:

• Subpoena Scope Analysis: Analyze the grand jury subpoena to identify all document categories and time periods covered. Based on our understanding of the DOJ's inquiry, we anticipate that the subpoena will cover all documents from January 1, 2019 forward, relating to: (a) Petronova Trading FZE; (b) Volkhov Industrial Group JSC; (c) Zenith Petroleum DMCC; (d) Caspian Logistik GmbH; (e) Russian-origin crude oil transactions; (f) oilfield equipment exports to Russia, Belarus, or SDN-listed entities; and (g) all communications and documents relating to sanctions and export control compliance, due diligence, and screening as applied to the foregoing.

• Extension Request: The original return date for the Subpoena is expected to be May 19, 2022 — approximately 30 days from the anticipated date of issuance. Given the complexity and scope of the document universe, a 30-day return date is plainly insufficient. We will seek an extension of the return date to approximately July 19, 2022, and will prepare a written extension request to be submitted to AUSA Calloway no later than April 25, 2022. The extension request will detail the geographic scope of the document collection, the number of custodians and data sources involved, and the technical complexity of the processing effort, while expressing Dunmore's commitment to full and timely cooperation with the investigation.

• Rolling Production Protocol: We will negotiate a rolling production protocol with AUSA Calloway, pursuant to which productions will be made on a defined schedule rather than in a single production. This approach will enable the DOJ to begin reviewing materials sooner, demonstrating Dunmore's cooperation, while allowing sufficient time for comprehensive privilege review. We will propose a first production deadline in Q3 2022, with a supplemental production in Q1 2023.

• DOJ Correspondence and Submissions: All correspondence and submissions to the DOJ in connection with this matter will be prepared under Victoria Chambers's direction and transmitted through her office. No member of the Dunmore team or any C&H team member other than Victoria Chambers (or her designee) will communicate directly with the DOJ regarding this matter without prior authorization.

Workstream 4: Sanctions and Export Control Legal Analysis

Lead: Conrad Reeves

The sanctions and export control legal analysis workstream is the substantive backbone of the investigation. The legal analysis produced under this workstream will inform the investigation's scope, the government cooperation strategy, and the ultimate advocacy for a declination.

Scope and Deliverables:

• OFAC Sanctions Framework Memorandum: Conrad Reeves will prepare a comprehensive memorandum analyzing the applicable OFAC sanctions programs. This memorandum will address:

(a) Executive Order 14024, signed on April 15, 2021, which provides authority for blocking sanctions targeting specified sectors of the Russian economy and certain individuals and entities;

(b) Directive 2 under Executive Order 13662, which imposes sector-specific prohibitions on new debt and equity of certain entities operating in the Russian financial services sector;

(d) The interaction between the Directive 2 sectoral sanctions regime (under which Volkhov was designated on November 15, 2019) and the SDN blocking sanctions (under which Volkhov was designated on April 6, 2022), including the differing prohibitions applicable to each designation type and the implications for DTI's transactions during the periods when each designation was in effect.

• OFAC 50% Rule Analysis: A critical component of the sanctions analysis will be the application of the OFAC 50% Rule (the "Revised Guidance on Entities Owned by Persons Whose Property and Interests in Property Are blocked," August 13, 2014, as updated) to Petronova Trading FZE. The central question is whether Sergei Volkov's ownership interest in Petronova, combined with any direct or indirect ownership interest held by Arkady Volkhov or Volkhov Industrial Group JSC, results in 50% or greater beneficial ownership by one or more blocked persons, such that Petronova itself should be treated as a blocked entity. This analysis will require coordination with the counterparty and beneficial ownership analysis in Workstream 7.

• Volkhov Designation History Analysis: The memorandum will trace the designation history of Volkhov Industrial Group JSC, analyzing the legal consequences of the Directive 2 sectoral sanctions designation (November 15, 2019) and the subsequent SDN blocking designation (April 6, 2022). This analysis is critical because the prohibitions applicable to DTI's transactions differ materially depending on the time period in which the transactions occurred: prior to November 15, 2019 (no designation); between November 15, 2019 and April 5, 2022 (Directive 2 restrictions only); and on or after April 6, 2022 (full SDN blocking sanctions).

• Export Control Analysis: Conrad Reeves will prepare a separate analysis of the applicable export control framework, focusing on:

(a) EAR Section 746.5, which imposes license requirements for exports, reexports, and transfers (in-country) to Russia and Belarus of specified items;

(b) The classification of the oilfield drilling equipment at issue under ECCNs 2B350 (chemical manufacturing equipment and related components) and 2B999 (specific processing equipment not controlled by ECCN 2B350), and the determination of whether the equipment exported via Caspian Logistik GmbH falls within these control categories;

(c) The Foreign Direct Product Rule and its potential application to equipment manufactured outside the United States using U.S.-origin technology; and

(d) The jurisdictional nexus for export control purposes — specifically, whether and to what extent the equipment at issue is "subject to the EAR."

• Criminal Statute Analysis: The memorandum will address the criminal statutes under which DOJ could pursue charges, including:

(a) IEEPA, 50 U.S.C. §§ 1701–1706, which criminalizes willful violations of executive orders and regulations issued under IEEPA authority, carrying penalties of up to 20 years' imprisonment and fines of up to $1 million per violation; and

(b) ECRA, 50 U.S.C. §§ 4801–4852, which criminalizes willful violations of the EAR, carrying penalties of up to 20 years' imprisonment and fines of up to $1 million or five times the value of the exports at issue, whichever is greater.

• U.S. Person Jurisdictional Nexus Analysis: Jasmine Thornton, in coordination with Conrad Reeves, will prepare an analysis of whether DTI Dubai employees qualify as "U.S. persons" under applicable sanctions and export control regulations. This analysis is jurisdictionally significant because OFAC sanctions programs generally apply to "U.S. persons," which includes U.S. citizens and permanent residents regardless of their location. If any DTI Dubai employees are U.S. persons, their activities on behalf of DTI could create direct OFAC jurisdiction, even though DTI itself is a DIFC-licensed entity.

Workstream 5: Forensic Accounting and Transaction Analysis

Lead: Jasmine Thornton; external consultant to be retained

MEMORANDUM
PRIVILEGED & CONFIDENTIAL / ATTORNEY WORK PRODUCT
TO: Victoria Chambers, Responsible Partner Howard Quinn, Billing Partner
FROM: Jasmine Thornton, Lead Associate
DATE: April 18, 2022
RE: Staffing Plan & Preliminary Budget Estimate — Dunmore Energy Holdings Ltd. DOJ Sanctions & Export Controls Investigation
MATTER NO.: 1016-00009
CLIENT: Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH")
This memorandum is a privileged and confidential communication prepared by Calderwood & Harkness LLP at the direction of counsel for the purpose of providing legal advice in connection with the above-referenced matter. This document constitutes attorney work product and is protected from disclosure by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections. Any unauthorized disclosure, copying, or distribution of this memorandum is strictly prohibited.
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I. PURPOSE AND BACKGROUND
A. Purpose of This Memorandum
The purpose of this memorandum is to set forth the proposed staffing plan across Calderwood & Harkness LLP ("C&H" or the "Firm") offices, define the investigation workstreams, and provide a preliminary budget estimate for the defense of Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH") in connection with the inquiry opened by the U.S. Department of Justice ("DOJ") on or about April 19, 2022. As of the date of this memorandum, we anticipate the imminent issuance of a grand jury subpoena, GJ No. 22-418, from the U.S. District Court for the District of Columbia, Grand Jury 22-2 (the "Subpoena"). This memorandum is intended to enable the Responsible Partner and Billing Partner to approve the proposed team structure, workstream assignments, preliminary budget range, and immediate next steps, and to provide a framework for the efficient and effective conduct of this engagement.
B. Context and Engagement History
Calderwood & Harkness was retained by Dunmore on April 14, 2022, pursuant to an engagement letter executed on that date by Marcus Wellbourne, General Counsel of DEH. The retention followed the identification on April 11, 2022, by then-Chief Compliance Officer Gerald Fisk, of potential historical exposure of Dunmore entities to Volkhov Industrial Group JSC ("Volkhov") through Petronova Trading FZE ("Petronova"), a Dubai-based trading intermediary. This identification was prompted by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") addition of Volkhov Industrial Group JSC to the Specially Designated Nationals and blocked Persons List (the "SDN List") on April 6, 2022, pursuant to Executive Order 14024, which targets certain harmful foreign activities of the Government of the Russian Federation. Prior to the SDN designation, Volkhov had been subject to Directive 2 sectoral sanctions under Executive Order 13662 since November 15, 2019.
A conflicts check was completed and cleared on April 13, 2022. The conflict check memorandum, prepared by the Firm's conflicts department, is on file and is cross-referenced herein.
C. Nature of the Matter
This engagement encompasses the following interconnected components:
1. Internal Investigation: A comprehensive internal investigation into potential sanctions and export control violations arising from activities conducted at Dunmore Trading International Ltd.'s ("DTI") Dubai trading desk, including crude oil swap transactions with Petronova Trading FZE and Zenith Petroleum DMCC and oilfield equipment exports facilitated through Caspian Logistik GmbH.
2. DOJ Subpoena Response: Analysis of, and response to, the anticipated grand jury subpoena GJ No. 22-418, including document collection, processing, review, and production.
3. OFAC-Related Analysis: Detailed analysis of the applicable OFAC sanctions frameworks, including the OFAC 50% Rule as applied to Petronova Trading FZE, and an assessment of potential violations of OFAC-administered sanctions programs.
4. Potential Voluntary Self-Disclosure: Evaluation and, if appropriate, preparation and filing of a voluntary self-disclosure with OFAC, the timing of which will be coordinated with the overall defense strategy.
5. Compliance Remediation: Assessment of Dunmore's pre-existing sanctions and export controls compliance program and design and implementation of enhanced compliance measures.
6. Defense of Dunmore: Strategic advocacy before the DOJ National Security Division, Counterintelligence and Export Control Section ("NSD/CES"), with the goal of obtaining a declination of prosecution under the DOJ's Corporate Enforcement Policy.
The potential violations at issue include violations of U.S. sanctions laws, specifically OFAC-administered programs under Executive Order 14024 and Directive 2 under Executive Order 13662, as well as the International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C. §§ 1701–1706. In addition, the matter involves potential violations of U.S. export control regulations, specifically the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, with particular focus on Section 746.5 (Russia/Belarus sanctions-related export controls) and Export Control Classification Numbers ("ECCNs") 2B350 and 2B999, as well as the Export Control Reform Act of 2018 ("ECRA"), 50 U.S.C. §§ 4801–4852. These potential violations arise from activities conducted at DTI's Dubai trading desk and related logistics operations, as described more fully below.
D. Client Profile
Dunmore Energy Holdings Ltd. is a Cayman Islands–domiciled private company (Cayman Islands Registry No. MC-334821) with operational headquarters at 1200 McKinney Street, Suite 3400, Houston, Texas 77010. For fiscal year 2021, DEH reported revenue of approximately $4.87 billion. The company employs approximately 3,200 individuals globally, with operations spanning upstream exploration, commodity trading, logistics, and, through a recent expansion, renewable energy development.
DEH's ownership structure is as follows:
• Greystone Capital Partners Fund IV, L.P. — 62.5% majority interest. Greystone Capital Partners Fund IV is managed by Greystone Capital Management LLC, a Delaware limited liability company. Richard Fairbanks serves as Managing Partner.
• Management — 22.5% interest, held through a management equity plan by current and former members of Dunmore senior management.
• Thornbury Infrastructure Fund II, L.P. — 15% minority interest. Thornbury Infrastructure Fund II is managed by Thornbury Asset Management Ltd., a UK-registered firm. Helen Cresswell serves as Managing Director.
E. Key Subsidiaries Implicated
The following Dunmore subsidiaries are directly or tangentially implicated in the investigation:
1. Dunmore Trading International Ltd. ("DTI") — The primary entity of concern. DTI holds DIFC License No. CL-4827 and is located at Level 14, Gate Building 3, Dubai International Financial Centre, Dubai, United Arab Emirates. DTI operates Dunmore's commodity trading desk in the Middle East and is the entity through which the suspect transactions with Petronova, Zenith Petroleum, and Caspian Logistik were conducted.
2. Dunmore upstream Americas LLC ("DUA") — A Delaware limited liability company (EIN 84-2937561) headquartered in Houston, Texas. DUA houses the company's upstream exploration operations in the Americas and is the employer of record for certain Houston-based executives with oversight responsibility for DTI operations.
3. Dunmore Renewables GmbH — A German limited liability company located at Überseeallee 12, Hamburg, Germany. Dunmore Renewables is tangentially connected to the investigation through certain transactions with Caspian Logistik GmbH that are being examined for potential export control implications.
4. Dunmore Exploration West Africa Ltd. ("DEWA") — A Nigerian entity based in Lagos, Nigeria. DEWA's relevance to the investigation is limited at this stage but may expand depending on findings regarding commodity flows through West African intermediaries.
F. Adversary and Government Contacts
The DOJ investigation is being conducted by the National Security Division, Counterintelligence and Export Control Section ("NSD/CES"). The following government personnel have been identified:
• AUSA Meredith Calloway — Lead Prosecutor
• Samuel Kovacs — Trial Attorney, NSD/CES
• Diana Pressman — Trial Attorney, NSD/CES
• FBI Special Agent Paul Reinhardt — Lead investigative agent
• Erin Matsuda — OFAC Compliance Analyst, serving as OFAC liaison
All communications with the DOJ and OFAC will be routed through Victoria Chambers, as described further in Section VII below.
G. Counterparties at Issue
The investigation centers on Dunmore's relationships with the following counterparties:
1. Petronova Trading FZE — A Jebel Ali Free Zone–registered entity. Sergei Volkov (Russian national, UAE resident) serves as Managing Director. Petronova is the primary trading counterparty through which crude oil swap transactions were conducted. The central question in the investigation is whether Petronova is beneficially owned or controlled by Volkhov Industrial Group JSC and/or Arkady Volkhov, such that transactions with Petronova constituted dealings with a sanctioned entity under the OFAC 50% Rule. Petronova's registered address is Office 1407, Al Shafar Tower, Dubai Internet City, Dubai, United Arab Emirates.
2. Volkhov Industrial Group JSC — A Russian industrial conglomerate. Arkady Volkhov serves as Chairman. Volkhov was designated under Directive 2 sectoral sanctions (Executive Order 13662) on November 15, 2019, and was subsequently added to the SDN List under Executive Order 14024 on April 6, 2022. Volkhov is headquartered in Moscow, Russia.
3. Zenith Petroleum DMCC — A Dubai Multi Commodities Centre–registered entity. Farhan Qureshi (Pakistani national, UAE resident) serves as Managing Director. Zenith Petroleum's registered address is Unit 2201, Jumeirah Bay Tower X2, Jumeirah Lakes Towers, Dubai, United Arab Emirates. Zenith Petroleum is involved in at least two flagged crude oil swap transactions with DTI.
4. Caspian Logistik GmbH — A German logistics company. Klaus Weidemann (German national) serves as Managing Director. The company is located at Mönckebergstraße 22, Hamburg, Germany. Caspian Logistik facilitated oilfield equipment exports that may have violated EAR controls, and is understood to be under separate investigation by German authorities for potential dual-use export control violations (EAR Category 2 items).
H. Estimated Scope and Document Universe
Based on preliminary information provided by the client, we estimate that the document universe in this matter encompasses over two million documents across six jurisdictions: the Cayman Islands, the United Arab Emirates, the United States, Germany, Nigeria, and the United Kingdom. This estimate includes email communications, trading system records, financial system data, personal device communications, and messaging application data (including Meridian Services Inc. and Kestrel Data Systems messages). We further estimate that a minimum of 40 witness interviews, and potentially as many as 50, will be required across three rounds of interviews, spanning locations in Houston, Dubai, London, and Hamburg.
I. Cross-References
This memorandum should be read in conjunction with the following documents:
• Conflict Check Memorandum, dated April 13, 2022 (conflict cleared)
• Engagement Letter, dated April 14, 2022 (executed by Marcus Wellbourne, General Counsel, on behalf of DEH)
II. PROPOSED TEAM COMPOSITION AND OFFICE ASSIGNMENTS
The following section sets forth the proposed Calderwood & Harkness team for this engagement. The team has been assembled to provide the requisite expertise in white collar defense, sanctions and export control law, and complex investigations, while also ensuring geographic coverage across the jurisdictions implicated in this matter. Team members have been selected based on their substantive expertise, availability, and familiarity with the relevant legal frameworks and government agencies.
A. Leadership
1. Responsible Partner — Victoria Chambers
Victoria Chambers will serve as the Responsible Partner for this engagement. Victoria is a partner in the White Collar & Investigations Practice Group, resident in the Firm's Washington, D.C. office (1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006). Victoria will provide overall strategic direction for the investigation and defense, including management of the relationship with the DOJ National Security Division and OFAC. Specifically, Victoria's responsibilities will include:
• Overall strategic direction for the investigation and defense of Dunmore
• Management of all communications and relationships with DOJ NSD/CES, including AUSA Meredith Calloway, and with OFAC
• Conduct of proffer sessions with DOJ
• Conduct of key witness interviews, particularly those involving senior executives and witnesses with potential adverse interests
• Final sign-off on all deliverables, including memoranda, DOJ submissions, the advocacy white paper, and the OFAC voluntary self-disclosure
• Oversight of government cooperation strategy
• Coordination with shareholder counsel under common interest agreements
Victoria's extensive experience with DOJ NSD investigations and her established working relationships within the Counterintelligence and Export Control Section make her uniquely suited to lead this engagement. Her knowledge of the Corporate Enforcement Policy and her track record of achieving favorable outcomes in sanctions enforcement matters will be critical assets throughout this matter.
2. Billing Partner — Howard Quinn
Howard Quinn will serve as the Billing Partner for this engagement. Howard is a partner in the White Collar & Investigations Practice Group, resident in the Firm's New York office (450 Lexington Avenue, 38th Floor, New York, NY 10017). Howard's responsibilities will include:
• Oversight of all billing, budgeting, and financial administration for the matter
• Coordination with Garrison Mutual Insurance Co. regarding D&O insurance coverage for defense costs, including submission of billing statements and fee arrangement side letters
• Liaison with the insurance company's claims adjuster, Patricia Holbrook, regarding policy GM-DO-2021-08734
• Management of client fee arrangements, including any alternative fee arrangements or budget modifications
• Coordination with shareholder counsel on cost-sharing and common interest matters
Howard's experience managing the financial aspects of complex, multi-year investigations will be essential given the anticipated scope and duration of this engagement. His familiarity with D&O insurance claims processes and insurer defense cost reimbursement protocols will ensure efficient recovery of covered expenses.
B. Senior Counsel
Conrad Reeves — Senior Counsel, Export Controls & Sanctions
Conrad Reeves will serve as Senior Counsel on this engagement. Conrad is a member of the Export Controls & Sanctions Practice Group, resident in the Firm's Washington, D.C. office. Conrad will serve as the lead attorney on all sanctions and export control legal analysis. His specific responsibilities will include:
• Lead analysis of all applicable OFAC sanctions frameworks, including Executive Order 14024 (signed April 15, 2021), Directive 2 under Executive Order 13662, and the regulations codified at 31 C.F.R. Part 589
• Lead analysis of applicable export control regulations under the EAR, 15 C.F.R. Parts 730–774, with particular focus on Section 746.5 (Russia/Belarus-related controls) and ECCNs 2B350 and 2B999 as applied to the oilfield drilling equipment at issue
• Analysis of applicable criminal statutes, including IEEPA (50 U.S.C. §§ 1701–1706) and ECRA (50 U.S.C. §§ 4801–4852)
• Primary authorship of the sanctions framework memorandum, the export control analysis, the OFAC 50% Rule analysis (as applied to Petronova Trading FZE and the Volkhov/Volkov beneficial ownership question), and the voluntary self-disclosure strategy
• Coordination with the compliance consultant to be retained (Pemberton Investors Solutions LLC, anticipated Q4 2022)
• Co-lead, with Jasmine Thornton, of the compliance program assessment and remediation workstream (Workstream 8)
Conrad's deep expertise in OFAC sanctions programs and EAR export controls, including his prior experience with Directive 2 sectoral sanctions and the OFAC 50% Rule, will be indispensable to this engagement. His prior government service at OFAC provides him with valuable insight into the agency's enforcement priorities and analytical frameworks.
C. Associates
1. Jasmine Thornton — Lead Associate
Jasmine Thornton (the author of this memorandum) will serve as Lead Associate for this engagement. Jasmine is a member of the White Collar & Investigations Practice Group, resident in the Firm's Washington, D.C. office. As Lead Associate, Jasmine will serve as the day-to-day manager of the investigation, coordinating all workstreams and ensuring timely execution of deliverables. Her specific responsibilities will include:
• Day-to-day case management and coordination of all eleven investigation workstreams
• Preparation and conduct of witness interviews, including drafting of interview memoranda
• Oversight of the document review process, including quality control and privilege review supervision
• Drafting of memoranda, DOJ submissions, and other work product
• Lead on the U.S. person jurisdictional nexus analysis, specifically the question of whether DTI Dubai employees qualify as "U.S. persons" under applicable sanctions regulations
• Primary liaison to the forensic accountant (Ridgeline Advisory Group LLC) and the e-discovery vendor (Nexagen Analytics Inc.)
• Co-lead, with Elena Vasquez, of document preservation and litigation hold (Workstream 1)
• Co-lead, with Conrad Reeves, of the compliance program assessment and remediation workstream (Workstream 8)
• Lead on D&O indemnification analysis (in coordination with Howard Quinn on insurance matters)
• Maintenance of the matter chronology and workstream tracking documents
2. Liam Donahue — Working Associate
Liam Donahue will serve as a Working Associate on this engagement. Liam is a member of the White Collar & Investigations Practice Group, resident in the Firm's New York office. Liam's responsibilities will include:
• Preparation of substantive memoranda on counterparty entities, including the Petronova Trading FZE beneficial ownership analysis and the Caspian Logistik GmbH export control analysis
• Review of personal communications for key witnesses
• Transaction analysis support, including assistance in identifying and analyzing the 14 crude oil swap transactions and the oilfield equipment export transactions
• Support for DOJ document productions, including review and quality control
• Co-lead, with Amara Osei, of the counterparty and beneficial ownership analysis (Workstream 7)
• Liaison with local counsel in Germany (to be retained) regarding document collection from Dunmore Renewables GmbH and matters relating to Caspian Logistik GmbH
3. Amara Osei — Associate (London Office)
Amara Osei will serve as an Associate on this engagement, based in the Firm's London office (30 St Mary Axe, 12th Floor, London EC3A 8BF, United Kingdom). Amara's responsibilities will include:
• Management of Dubai and London-based work, including UAE document preservation obligations and DIFC regulatory matters
• Counterparty due diligence on Zenith Petroleum DMCC
• Analysis of Yves Leclerc logistics operations and shipping arrangements through Caspian Logistik GmbH
• Preparation of a memorandum on UAE / DIFC document preservation obligations (to be completed in connection with Workstream 1)
• Travel to Dubai as needed for on-the-ground document collection from DTI, Dubai-based witness interviews, and liaison with Crescent Commercial Bank PJSC (Khalid Mansour, relationship manager)
• Co-lead, with Liam Donahue, of the counterparty and beneficial ownership analysis (Workstream 7)
• Liaison with local counsel in Dubai (to be retained)
Amara's dual qualification in English and UAE law, combined with her familiarity with DIFC regulatory frameworks, makes her particularly well-suited for the Dubai-related aspects of this engagement. Her proximity to London-based Thornbury personnel will also facilitate coordination on UK-related matters.
4. Nicholas Ferreira — Associate (Houston Office)
Nicholas Ferreira will serve as an Associate on this engagement, based in the Firm's Houston office (1200 McKinney Street, Suite 2100, Houston, TX 77010). Given the proximity of the Houston office to Dunmore's operational headquarters, Nicholas will serve as the primary on-the-ground client liaison. His responsibilities will include:
• Day-to-day liaison with Dunmore's Houston-based management and legal department
• Conduct and preparation of witness interviews of Houston-based personnel, including Sandra Whitfield (CFO), Gerald Fisk (CCO), and Callum Renshaw (CEO)
• Analysis of compliance failures and controller knowledge within DUA and the broader Dunmore corporate structure
• Coordination and oversight of document collection from DUA and Houston-based personnel
• Support for interview preparation and memorandum drafting
Nicholas's presence in Houston will minimize travel costs and enable responsive, real-time communication with the client's executive team and General Counsel.
D. Paralegals and Support Staff
1. Elena Vasquez — Paralegal Manager
Elena Vasquez will serve as Paralegal Manager for this engagement, based in the Firm's Washington, D.C. office. Elena will be responsible for the overall coordination of paralegal support across all workstreams. Her specific responsibilities will include:
• Coordination of all paralegal support across the Washington, D.C., New York, and Houston offices
• Scheduling and logistics for witness interviews, including coordination of travel, conference room bookings, and interpreter arrangements
• Compilation and maintenance of the witness index
• Management of the privilege log, including oversight of privilege designations and maintenance of the privilege log database
• Co-lead, with Jasmine Thornton, of document preservation and litigation hold (Workstream 1)
2. Thomas Bradshaw — Senior Paralegal, e-discovery Lead
Thomas Bradshaw will serve as Senior Paralegal and e-discovery Lead, based in the Firm's New York office. Thomas will serve as the primary point of contact with the third-party e-discovery vendor and will oversee all technical aspects of document collection, processing, and production. His specific responsibilities will include:
• Primary liaison to Nexagen Analytics Inc. (Brian Cavanaugh, Project Manager; Project No. NX-DEH-2204)
• Oversight of document collection across all data sources and jurisdictions
• Management of document processing, hosting, and technology-assisted review ("TAR") methodology
• Oversight of Bates-stamping protocols, including implementation of the DEH-DOJ prefix for all DOJ-directed productions
• Production quality control, including final review of all documents prior to production to ensure completeness, accuracy, and proper redaction of privileged materials
• Coordination with Jasmine Thornton on document review workflow and with Elena Vasquez on privilege log maintenance
3. Additional Paralegal Support
Two to three additional paralegals will be staffed from the New York and Washington, D.C. paralegal pools as needed to support document review and production efforts. The precise timing and number of additional paralegals will depend on the volume of documents collected and the pace of the review process. We anticipate that additional paralegal support will be most heavily utilized during the peak document review periods (estimated May through October 2022 and January through March 2023).
E. Office Allocation Summary
The following table summarizes the allocation of team members by office and their primary roles in the investigation:
This multi-office structure is designed to ensure that Calderwood & Harkness has the necessary geographic presence to manage an investigation spanning six jurisdictions, while maintaining centralized strategic direction from the Washington, D.C. office where the DOJ NSD/CES is located.
III. INVESTIGATION WORKSTREAMS
The investigation will be organized into eleven discrete but interconnected workstreams, each with identified leads and defined objectives. The workstreams are designed to proceed in parallel where possible, with appropriate sequencing where dependencies exist. For example, the sanctions and export control legal analysis (Workstream 4) will inform the government cooperation strategy (Workstream 9), and the forensic accounting findings (Workstream 5) will shape the content of the advocacy white paper and any voluntary self-disclosure. The following sections describe each workstream in detail.
Workstream 1: Document Preservation and Litigation Hold
Lead: Jasmine Thornton and Elena Vasquez
The immediate priority upon commencement of this engagement — and, critically, upon receipt of the anticipated grand jury subpoena — is the issuance of comprehensive litigation hold notices to all Dunmore entities globally and the implementation of appropriate document preservation measures. The failure to preserve potentially relevant documents would expose Dunmore to significant spoliation risks and could undermine the company's ability to demonstrate good faith cooperation with the DOJ.
Scope and Deliverables:
• Litigation Hold Notices: Issue litigation hold notices to all Dunmore entities globally no later than April 20, 2022. The template notice will be drafted in English, with custodian-specific versions prepared for key individuals, including Derek Hargrave (President, DTI, Dubai) and Natasha Sorokin (Senior Trader, DTI, Dubai), whose communications are expected to be central to the investigation. The notices will instruct all recipients to preserve all documents, communications, and data potentially relevant to the investigation, including emails, text messages, Meridian Services Inc. and Kestrel Data Systems messages, trading system records, financial records, and any other materials relating to transactions with Petronova Trading FZE, Zenith Petroleum DMCC, Caspian Logistik GmbH, or Volkhov Industrial Group JSC, from January 1, 2019 forward.
• Custodian Identification: Identify and catalog all custodians across six jurisdictions: the Cayman Islands (DEH registered office and corporate records), the United Arab Emirates (DTI, including Petronova-related documents), the United States (DUA, Houston operations, corporate-level records), Germany (Dunmore Renewables GmbH), Nigeria (DEWA), and the United Kingdom (Thornbury-related communications and documents). A preliminary custodian list is attached as Appendix A to this memorandum.
• UAE / DIFC Preservation Memorandum: Amara Osei will prepare a memorandum addressing UAE and DIFC document preservation obligations, including any requirements under DIFC Data Protection Law No. 5 of 2020, DIFC Court rules regarding spoliation, and any applicable UAE federal law requirements. This memorandum is particularly important given that DTI's operations are situated within the DIFC and are subject to its distinct regulatory regime.
• Data Mapping Memorandum: A comprehensive data mapping memorandum will be prepared and completed by April 28, 2022. This memorandum will identify all data sources across the Dunmore corporate family, including email systems, document management systems, trading platforms (including any proprietary or third-party energy trading and risk management systems), financial systems (including Hollowell & Co. or equivalent ERP systems), personal devices used by key custodians, and messaging applications. The data map will serve as the foundation for the document collection efforts in Workstream 2.
Timeline: Litigation hold notices to be issued by April 20, 2022. Data mapping memorandum to be completed by April 28, 2022. Ongoing monitoring of compliance with preservation obligations throughout the engagement.
Workstream 2: E-discovery and Document Review
Lead: Thomas Bradshaw; supported by Jasmine Thornton and Liam Donahue
The document review effort in this matter will be substantial, given the estimated document universe of over two million documents across multiple data sources and six jurisdictions. Efficient management of the e-discovery process will be critical to both the cost of the engagement and the quality and timeliness of DOJ productions.
Scope and Deliverables:
• E-discovery Vendor Retention: We recommend the retention of Nexagen Analytics Inc. ("Nexagen") as the third-party e-discovery vendor for this engagement. Nexagen has been identified based on their demonstrated capabilities in handling large-scale, multi-jurisdictional investigations involving complex data sources, including trading system data and messaging applications. Brian Cavanaugh will serve as the Nexagen Project Manager for this engagement (Project No. NX-DEH-2204). Thomas Bradshaw will serve as the primary C&H liaison to Nexagen. The proposed terms of the Nexagen engagement are described further in Section IV below.
• Anticipated Document Universe: Based on preliminary assessments, we anticipate a total document universe of over 2 million documents across multiple data sources. These data sources include, but are not limited to: corporate email systems (Strathmore Data Systems / Outlook); trading systems (including DTI's energy trading and risk management platform); financial systems (including DUA's and DTI's accounting and ERP systems); personal devices of key custodians (to the extent company-owned or subject to bring-your-own-device policies); messaging applications (Meridian Services Inc., Kestrel Data Systems, and potentially Signal, to the extent used for business communications); shared network drives; and cloud-based storage systems.
• TAR Methodology: Given the volume of the anticipated document universe, we propose the use of technology-assisted review ("TAR") methodology, specifically a continuous active learning ("CAL") protocol, to prioritize and expedite the review process. Search terms will be developed from the subpoena categories once the Subpoena is received, and will be supplemented with terms identified through early-case assessment of collected data. The TAR workflow will include an initial seed set review by senior team members, iterative training rounds, and statistical validation of recall and precision metrics. The TAR protocol will be documented and defensible in the event of any challenge to the adequacy of the review.
• Bates-Stamping Protocol: All documents produced to the DOJ will be Bates-stamped using the prefix DEH-DOJ, followed by sequential numbering (e.g., DEH-DOJ-000001). A separate production numbering protocol will be developed in the event of any parallel OFAC production.
• Privilege Review: Given the involvement of in-house legal counsel (Marcus Wellbourne, General Counsel; and potentially other members of DEH's legal department) in the transactions and compliance matters at issue, we anticipate a significant volume of potentially privileged materials. A separate privilege review team, consisting of one or more associates dedicated to privilege review during peak production periods, will be established to ensure the integrity of privilege designations. Elena Vasquez will maintain the privilege log, which will be updated on a rolling basis as privilege designations are made. We anticipate that the privilege log will ultimately encompass 10,000 or more entries.
• Timeline: Document collection is anticipated to commence in April 2022 and continue through May 2022 (and potentially beyond, if additional custodians or data sources are identified). Processing and TAR review is anticipated to span from May through October 2022, with additional review as needed in early 2023. Productions to the DOJ will be made on a rolling basis, with the first production anticipated in Q3 2022 and a second production in Q1 2023.
• Estimated Volume: We anticipate that the review will ultimately identify approximately 400,000 or more responsive documents, with 10,000 or more documents withheld on privilege grounds and logged accordingly.
Workstream 3: Subpoena Analysis and DOJ Response
Lead: Victoria Chambers and Jasmine Thornton
Upon receipt of the anticipated grand jury subpoena (GJ No. 22-418, U.S. District Court for the District of Columbia, Grand Jury 22-2), the team will conduct a comprehensive analysis of the subpoena's scope and requirements and develop a response strategy.
Scope and Deliverables:
• Subpoena Scope Analysis: Analyze the grand jury subpoena to identify all document categories and time periods covered. Based on our understanding of the DOJ's inquiry, we anticipate that the subpoena will cover all documents from January 1, 2019 forward, relating to: (a) Petronova Trading FZE; (b) Volkhov Industrial Group JSC; (c) Zenith Petroleum DMCC; (d) Caspian Logistik GmbH; (e) Russian-origin crude oil transactions; (f) oilfield equipment exports to Russia, Belarus, or SDN-listed entities; and (g) all communications and documents relating to sanctions and export control compliance, due diligence, and screening as applied to the foregoing.
• Extension Request: The original return date for the Subpoena is expected to be May 19, 2022 — approximately 30 days from the anticipated date of issuance. Given the complexity and scope of the document universe, a 30-day return date is plainly insufficient. We will seek an extension of the return date to approximately July 19, 2022, and will prepare a written extension request to be submitted to AUSA Calloway no later than April 25, 2022. The extension request will detail the geographic scope of the document collection, the number of custodians and data sources involved, and the technical complexity of the processing effort, while expressing Dunmore's commitment to full and timely cooperation with the investigation.
• Rolling Production Protocol: We will negotiate a rolling production protocol with AUSA Calloway, pursuant to which productions will be made on a defined schedule rather than in a single production. This approach will enable the DOJ to begin reviewing materials sooner, demonstrating Dunmore's cooperation, while allowing sufficient time for comprehensive privilege review. We will propose a first production deadline in Q3 2022, with a supplemental production in Q1 2023.
• DOJ Correspondence and Submissions: All correspondence and submissions to the DOJ in connection with this matter will be prepared under Victoria Chambers's direction and transmitted through her office. No member of the Dunmore team or any C&H team member other than Victoria Chambers (or her designee) will communicate directly with the DOJ regarding this matter without prior authorization.
Workstream 4: Sanctions and Export Control Legal Analysis
Lead: Conrad Reeves
The sanctions and export control legal analysis workstream is the substantive backbone of the investigation. The legal analysis produced under this workstream will inform the investigation's scope, the government cooperation strategy, and the ultimate advocacy for a declination.
Scope and Deliverables:
• OFAC Sanctions Framework Memorandum: Conrad Reeves will prepare a comprehensive memorandum analyzing the applicable OFAC sanctions programs. This memorandum will address:
(a) Executive Order 14024, signed on April 15, 2021, which provides authority for blocking sanctions targeting specified sectors of the Russian economy and certain individuals and entities;
(b) Directive 2 under Executive Order 13662, which imposes sector-specific prohibitions on new debt and equity of certain entities operating in the Russian financial services sector;
(c) The regulations codified at 31 C.F.R. Part 589, which implement the various Russia-related sanctions programs; and
(d) The interaction between the Directive 2 sectoral sanctions regime (under which Volkhov was designated on November 15, 2019) and the SDN blocking sanctions (under which Volkhov was designated on April 6, 2022), including the differing prohibitions applicable to each designation type and the implications for DTI's transactions during the periods when each designation was in effect.
• OFAC 50% Rule Analysis: A critical component of the sanctions analysis will be the application of the OFAC 50% Rule (the "Revised Guidance on Entities Owned by Persons Whose Property and Interests in Property Are blocked," August 13, 2014, as updated) to Petronova Trading FZE. The central question is whether Sergei Volkov's ownership interest in Petronova, combined with any direct or indirect ownership interest held by Arkady Volkhov or Volkhov Industrial Group JSC, results in 50% or greater beneficial ownership by one or more blocked persons, such that Petronova itself should be treated as a blocked entity. This analysis will require coordination with the counterparty and beneficial ownership analysis in Workstream 7.
• Volkhov Designation History Analysis: The memorandum will trace the designation history of Volkhov Industrial Group JSC, analyzing the legal consequences of the Directive 2 sectoral sanctions designation (November 15, 2019) and the subsequent SDN blocking designation (April 6, 2022). This analysis is critical because the prohibitions applicable to DTI's transactions differ materially depending on the time period in which the transactions occurred: prior to November 15, 2019 (no designation); between November 15, 2019 and April 5, 2022 (Directive 2 restrictions only); and on or after April 6, 2022 (full SDN blocking sanctions).
• Export Control Analysis: Conrad Reeves will prepare a separate analysis of the applicable export control framework, focusing on:
(a) EAR Section 746.5, which imposes license requirements for exports, reexports, and transfers (in-country) to Russia and Belarus of specified items;
(b) The classification of the oilfield drilling equipment at issue under ECCNs 2B350 (chemical manufacturing equipment and related components) and 2B999 (specific processing equipment not controlled by ECCN 2B350), and the determination of whether the equipment exported via Caspian Logistik GmbH falls within these control categories;
(c) The Foreign Direct Product Rule and its potential application to equipment manufactured outside the United States using U.S.-origin technology; and
(d) The jurisdictional nexus for export control purposes — specifically, whether and to what extent the equipment at issue is "subject to the EAR."
• Criminal Statute Analysis: The memorandum will address the criminal statutes under which DOJ could pursue charges, including:
(a) IEEPA, 50 U.S.C. §§ 1701–1706, which criminalizes willful violations of executive orders and regulations issued under IEEPA authority, carrying penalties of up to 20 years' imprisonment and fines of up to $1 million per violation; and
(b) ECRA, 50 U.S.C. §§ 4801–4852, which criminalizes willful violations of the EAR, carrying penalties of up to 20 years' imprisonment and fines of up to $1 million or five times the value of the exports at issue, whichever is greater.
• U.S. Person Jurisdictional Nexus Analysis: Jasmine Thornton, in coordination with Conrad Reeves, will prepare an analysis of whether DTI Dubai employees qualify as "U.S. persons" under applicable sanctions and export control regulations. This analysis is jurisdictionally significant because OFAC sanctions programs generally apply to "U.S. persons," which includes U.S. citizens and permanent residents regardless of their location. If any DTI Dubai employees are U.S. persons, their activities on behalf of DTI could create direct OFAC jurisdiction, even though DTI itself is a DIFC-licensed entity.
Workstream 5: Forensic Accounting and Transaction Analysis
Lead: Jasmine Thornton; external consultant to be retained
The forensic accounting workstream will provide the factual foundation for assessing the nature, scope, and financial magnitude of the potentially violative transactions. This workstream will be conducted in close coordination with an external forensic accounting firm, the retention of which is described below.
Scope and Deliverables:
• External Consultant Retention: We recommend the retention of Ridgeline Advisory Group LLC ("Ridgeline") as the forensic accounting consultant for this engagement. Dr. Margaret Liu, CPA, CFE, is proposed as the engagement lead. Ridgeline has extensive experience in sanctions-related financial investigations and has previously supported C&H on similar matters. The engagement number will be assigned upon retention. Target retention date is early May 2022.
• Crude Oil Swap Transaction Tracing: Ridgeline will trace the 14 crude oil swap transactions conducted between DTI and Petronova Trading FZE and/or Zenith Petroleum DMCC during the period from June 2020 through February 2022. These transactions have an estimated aggregate notional value of approximately $218.7 million. The tracing effort will identify which transactions involved Volkhov-connected entities, the contractual terms and pricing of each transaction, the counterparty structure (including any back-to-back arrangements with Volkhov or its affiliates), and the flow of funds associated with each transaction.
• Oilfield Equipment Export Analysis: Ridgeline will analyze the approximately $12.4 million in oilfield equipment exports facilitated through Caspian Logistik GmbH during the period from August 2020 through January 2022. This analysis will identify the specific items exported, the end-use and end-user for each shipment, the export control classification of the items, and the role of Caspian Logistik in the export chain.
• Payment Flow Mapping: Ridgeline will map payment flows through Crescent Commercial Bank PJSC intermediary accounts, encompassing an estimated 100 or more wire transfers during the period from March 2020 through March 2022. This analysis will identify the originator and beneficiary of each transfer, any intermediary banks, and any patterns suggestive of structuring or layering designed to obscure the involvement of Volkhov-connected entities.
• Disgorgement Calculation: Ridgeline will assess the net profits and margins realized by Dunmore entities on the transactions identified as potentially violative, for purposes of calculating potential disgorgement amounts. This calculation will be essential to the government cooperation and advocacy strategy, as the willingness to disgorge ill-gotten gains is a significant factor in the DOJ's evaluation of corporate cooperation under the Corporate Enforcement Policy.
• Timeline: Target retention of Ridgeline is early May 2022. The forensic analysis will proceed in parallel with the document review and witness interview workstreams. We anticipate that Ridgeline's final report will be completed in Q1 2023, although preliminary findings will be available earlier and will inform the investigation's direction and the government cooperation strategy.
Workstream 6: Witness Interviews
Lead: Victoria Chambers (key witnesses); Jasmine Thornton (day-to-day coordination)
The witness interview program is a critical component of the internal investigation. Thorough and well-documented witness interviews will enable the team to develop a comprehensive understanding of the facts, identify areas of potential exposure, and assess the culpability of individual employees and the corporation.
Scope and Deliverables:
• Upjohn Warning Script and Interview Protocol: Prior to commencing witness interviews, Jasmine Thornton will prepare a standardized Upjohn warning script (commonly referred to as "corporate Miranda" warnings) to be administered at the outset of each interview. The Upjohn warning will inform each witness that: (a) counsel represents the company, not the individual; (b) the interview is protected by the attorney-client privilege, but the privilege belongs to the company and may be waived by the company at its discretion; (c) the contents of the interview are confidential and should not be disclosed to third parties; and (d) the individual has the right to retain personal counsel. The interview protocol will also address note-taking procedures, the handling of documents referenced during interviews, and procedures for escalating issues identified during interviews.
• Priority Witnesses — Round 1 (Anticipated May–June 2022): The following individuals have been identified as priority witnesses for the first round of interviews, listed in anticipated order of interview priority:
(a) Callum Renshaw — Chief Executive Officer, Dunmore Energy Holdings Ltd. (Houston). Mr. Renshaw will be interviewed regarding his knowledge of DTI's trading desk operations, the reporting lines between DTI leadership and Houston-based management, and any awareness of transactions with Petronova, Zenith Petroleum, or Volkhov-connected entities.
(b) Derek Hargrave — President, Dunmore Trading International Ltd. (Dubai). Mr. Hargrave will be interviewed regarding his approval of the suspect transactions and his knowledge of the counterparty relationships at issue. Note: Mr. Hargrave's role as the DTI executive with approval authority over the suspect transactions creates a likelihood that his interests may diverge from those of the company. He is likely to require separate counsel, and the team should be prepared for the possibility that he may assert adverse interests. The Upjohn warning will be administered with particular care, and interview strategy will be discussed with Victoria Chambers in advance.
(c) Natasha Sorokin — Senior Trader, Dunmore Trading International Ltd. (Dubai). Ms. Sorokin will be interviewed regarding her direct dealings with Petronova Trading FZE and Sergei Volkov, and her knowledge of the beneficial ownership and control of Petronova. Note: Ms. Sorokin is a Russian-American dual national. Given her direct involvement in the transactions at issue, she is likely to require separate counsel. Her dual nationality may also raise U.S. person jurisdictional issues relevant to the sanctions analysis in Workstream 4.
(d) Gerald Fisk — Chief Compliance Officer, Dunmore Energy Holdings Ltd. (Houston). Mr. Fisk will be interviewed regarding the sanctions and export control screening protocols in place during the relevant period, any escalation of compliance concerns, the circumstances of his identification of the Volkhov exposure on April 11, 2022, and any prior instances in which he raised or was aware of compliance concerns regarding DTI's trading activities. Note: Mr. Fisk may depart the company; there are indications that he is considering retention of personal counsel. We understand that Blackthorn & Associates LLP has been contacted by or on behalf of Mr. Fisk.
(e) Omar Al-Rashidi — Head of Middle East Operations, Dunmore Trading International Ltd. (Dubai). Mr. Al-Rashidi will be interviewed regarding his operational knowledge of DTI's trading activities and counterparty relationships. Preliminary assessment suggests that Mr. Al-Rashidi may be a potential cooperating witness, as his role appears to have been primarily operational rather than decision-making with respect to the suspect transactions.
(f) Sandra Whitfield — Chief Financial Officer, Dunmore Energy Holdings Ltd. (Houston). Ms. Whitfield will be interviewed regarding her financial oversight of DTI's activities, her awareness of the volume and nature of trading activity with Petronova and Zenith Petroleum, and any financial controls or reporting that may have flagged the transactions at issue.
(g) Yves Leclerc — Director of Logistics, Dunmore Trading International Ltd. (Dubai). Mr. Leclerc will be interviewed regarding the shipping and logistics arrangements facilitated through Caspian Logistik GmbH, including the routing, documentation, and end-user verification for oilfield equipment exports.
(h) Rajesh Malhotra — Controller, Dunmore Trading International Ltd. (Dubai). Mr. Malhotra will be interviewed regarding payment processing, Crescent Commercial Bank PJSC account activity, and his knowledge of the payment flows associated with the suspect transactions.
(i) Tobias Engel — Managing Director, Dunmore Renewables GmbH (Hamburg). Mr. Engel will be interviewed regarding the tangential Caspian Logistik GmbH transaction involving Dunmore Renewables, and any knowledge of Caspian Logistik's broader activities.
(j) Marcus Wellbourne — General Counsel, Dunmore Energy Holdings Ltd. (Houston). Mr. Wellbourne will be interviewed regarding his oversight of the company's compliance program, his involvement in the initial discovery of the Volkhov exposure, and any prior legal advice provided regarding DTI's trading activities. Note: The interview of the General Counsel will be handled with particular sensitivity to privilege issues. The extent to which Mr. Wellbourne's communications and legal advice are protected by privilege will be an important consideration in the privilege review process.
• Estimated Total Witnesses: We estimate that the full interview program will encompass 40 to 50 witnesses across three rounds. Round 1 (approximately 20 or more witnesses) is anticipated for May–June 2022. Round 2 (approximately 10–15 witnesses) is anticipated for Q3 2022. Round 3 (approximately 5–10 witnesses, consisting primarily of follow-up interviews and interviews of peripheral witnesses) is anticipated for Q1 2023.
• Interview Locations: Witness interviews will be conducted in Houston, Dubai, London, and Hamburg, with certain interviews conducted by video conference where travel is impractical or the witness's relevance is more limited.
• Coordination with Personal Counsel: As noted above, several key witnesses are expected to retain personal counsel. The team will coordinate with personal counsel as retained, including scheduling interviews at mutually convenient times and, where appropriate, permitting personal counsel to attend interviews. We understand that Blackthorn & Associates LLP has been contacted by or on behalf of Gerald Fisk. Personal counsel for Derek Hargrave and Natasha Sorokin are to be determined.
Workstream 7: Counterparty and Beneficial Ownership Analysis
Lead: Liam Donahue and Amara Osei
The counterparty and beneficial ownership analysis workstream will develop the factual record regarding the ownership, control, and activities of the counterparty entities at the center of the investigation. This workstream is critical to the OFAC 50% Rule analysis in Workstream 4 and to the overall assessment of Dunmore's exposure.
Scope and Deliverables:
• Petronova Trading FZE: The team will conduct comprehensive beneficial ownership tracing for Petronova Trading FZE. The central question is the nature and extent of the connections between Sergei Volkov (Russian national, UAE resident), who serves as Managing Director of Petronova (registered at Office 1407, Al Shafar Tower, Dubai Internet City, Dubai), and Arkady Volkhov and/or Volkhov Industrial Group JSC. The analysis will include: corporate registry searches in the Jebel Ali Free Zone; review of available corporate formation documents; analysis of any publicly available or commercially obtainable beneficial ownership records; review of DTI's own due diligence files regarding Petronova; analysis of the familial relationship, if any, between Sergei Volkov and Arkady Volkhov (the similarity of surnames is noted); and review of any financial or business connections between Volkov and Volkhov entities disclosed through forensic accounting analysis (Workstream 5).
• Zenith Petroleum DMCC: The team will conduct due diligence on Zenith Petroleum DMCC, including corporate registry searches in the DMCC registry, analysis of ownership and control by Farhan Qureshi (Pakistani national, UAE resident), and investigation of Zenith Petroleum's involvement in the two flagged crude oil swap transactions with DTI. Zenith Petroleum's registered address is Unit 2201, Jumeirah Bay Tower X2, Jumeirah Lakes Towers, Dubai, United Arab Emirates.
• Caspian Logistik GmbH: The team will conduct due diligence on Caspian Logistik GmbH, including German commercial registry (Handelsregister) searches, analysis of ownership and control by Klaus Weidemann (German national), and investigation of Caspian Logistik's role in facilitating oilfield equipment exports. The team will also assess any available information regarding the reported separate investigation of Caspian Logistik by German authorities for potential dual-use export control violations (EAR Category 2 items). Caspian Logistik is located at Mönckebergstraße 22, Hamburg, Germany.
• OFAC 50% Rule Application: The beneficial ownership information gathered through this workstream will be provided to Conrad Reeves for application of the OFAC 50% Rule. The analysis will aggregate the ownership interests of all blocked persons (including Arkady Volkhov individually and Volkhov Industrial Group JSC) in Petronova Trading FZE, accounting for both direct and indirect ownership, to determine whether the 50% threshold is met.
• Corporate Registry Searches: The team will conduct corporate registry searches in the following jurisdictions: UAE (Jebel Ali Free Zone Authority registry for Petronova; DMCC registry for Zenith Petroleum; DIFC registry for DTI); Germany (Handelsregister for Caspian Logistik and Dunmore Renewables); and Russia (to the extent accessible, for Volkhov Industrial Group JSC). Commercial database searches (e.g., Bureau van Dijk Orbis, Korvelian Kestrel Software, Dunmore Enterprises) will supplement registry searches.
Workstream 8: Compliance Program Assessment and Remediation
Lead: Conrad Reeves and Jasmine Thornton
The compliance program assessment and remediation workstream will evaluate Dunmore's pre-existing sanctions and export controls compliance program and, based on the findings of the internal investigation, design and implement enhanced compliance measures. A robust remediation program is a critical element of the advocacy for a declination under the DOJ's Corporate Enforcement Policy.
Scope and Deliverables:
• Assessment of Pre-Existing Compliance Program: The team will conduct a comprehensive assessment of Dunmore's sanctions and export controls compliance program as it existed as of April 2022. This assessment will evaluate all elements of the program, including:
(a) OFAC screening protocols: the frequency, scope, and methodology of OFAC screening for counterparties, vendors, and other third parties;
(b) Training: the scope, frequency, and adequacy of sanctions and export control compliance training provided to relevant personnel, including DTI trading desk employees;
(c) Escalation procedures: the procedures in place for escalating potential sanctions or export control compliance issues identified by employees;
(d) Third-party due diligence: the scope and depth of due diligence conducted on counterparties, particularly in connection with the onboarding of Petronova Trading FZE and Zenith Petroleum DMCC as trading counterparties;
(e) Policies and procedures: the existence, completeness, and dissemination of written sanctions and export control compliance policies and procedures;
(f) Governance and oversight: the role of the Chief Compliance Officer, the Board of Directors, and senior management in overseeing the compliance program; and
(g) Internal audit and testing: the extent to which the compliance program was subject to internal audit, testing, and periodic review.
• Identification of Deficiencies: Based on the assessment, the team will identify specific deficiencies in the compliance program that contributed to the potential violations at issue. Preliminary indications suggest that deficiencies may exist in OFAC screening protocols (particularly with respect to beneficial ownership screening and the application of the 50% Rule), training (particularly for DTI's Dubai-based trading personnel), escalation procedures (the failure to escalate indicators of Volkhov connections), and third-party due diligence (insufficient investigation of Petronova's beneficial ownership structure).
• Compliance Consultant Retention: We recommend the retention of Pemberton Investors Solutions LLC ("Marlowe Asset Management") as the compliance consultant for the remediation phase of this workstream. Dr. Anton Bremer, a recognized expert in sanctions and export control compliance program design, is proposed as the engagement lead. We recommend that the Marlowe Asset Management retention be deferred until Q4 2022, after the internal investigation findings have matured sufficiently to inform the scope and direction of the remediation effort. Retaining Marlowe Asset Management prematurely, before the full scope of the compliance failures is understood, would risk an incomplete or misdirected remediation effort.
• Remediation Design and Implementation: Based on the findings of the assessment and in consultation with Pemberton Investors Solutions, the team will design an enhanced compliance program tailored to Dunmore's business, risk profile, and organizational structure. The enhanced program will address all identified deficiencies and will be designed to satisfy the standards articulated in the DOJ's Evaluation of Corporate Compliance Programs (the updated version of which is expected in September 2022) and the Corporate Enforcement Policy. Key elements of the enhanced program are expected to include:
(a) Enhanced OFAC screening, including beneficial ownership screening and automated screening of all counterparties against the SDN List, Sectoral Sanctions Identifications List, and other OFAC lists;
(b) Comprehensive training program for all relevant personnel, including DTI trading desk employees, logistics personnel, and senior management;
(c) Strengthened escalation procedures, including clear reporting lines and documented escalation protocols;
(d) Enhanced third-party due diligence program, including risk-based due diligence tiers and ongoing monitoring of existing counterparties;
(e) Board-level compliance oversight, including regular reporting by the CCO to the Board of Directors;
(f) Periodic internal audit and testing of the compliance program; and
(g) Compliance certifications by senior management and relevant business unit leaders.
• Board Adoption and Training: The enhanced compliance program will be submitted for adoption by the DEH Board of Directors. The target is to have the enhanced program adopted within 12 to 18 months of the commencement of the engagement (i.e., by approximately April 2023 to October 2023). Following Board adoption, comprehensive training will be rolled out to all relevant personnel across the Dunmore corporate family.
Workstream 9: Government Cooperation and Advocacy
Lead: Victoria Chambers
The government cooperation and advocacy workstream is the strategic core of the defense effort. The goal of this workstream is to demonstrate Dunmore's full and genuine cooperation with the DOJ investigation and to advocate for a declination of prosecution under the DOJ's Corporate Enforcement Policy.
Scope and Deliverables:
• Proffer Sessions: Victoria Chambers will conduct proffer sessions with AUSA Meredith Calloway and other members of the DOJ NSD/CES trial team. The initial proffer is anticipated for mid-2022, with supplemental proffers as the investigation progresses. Proffer sessions will present the findings of the internal investigation, demonstrate the company's cooperation, and advocate for favorable treatment.
• Cooperation Strategy: The team will develop and execute a comprehensive cooperation strategy, encompassing the foll

MEMORANDUM

PRIVILEGED & CONFIDENTIAL / ATTORNEY WORK PRODUCT

MATTER NO.: 1016-00009

I. PURPOSE AND BACKGROUND

II. PROPOSED TEAM COMPOSITION AND OFFICE ASSIGNMENTS

III. INVESTIGATION WORKSTREAMS

Record

Parties

Dates

Amounts