1016-00009 · Dunmore Energy Holdings · Internal Investigation

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MEMORANDUM

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

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

FROM: Jasmine Thornton, Lead Associate Liam Donahue, Working Associate

DATE: April 22, 2022

RE: Internal Investigation Plan & Workstream Assignments — Dunmore Energy Holdings Ltd. DOJ Sanctions & Export Controls Inquiry

MATTER NO.: 1016-00009

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

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I. Executive Summary

This memorandum sets forth the comprehensive plan for Calderwood & Harkness LLP's ("C&H" or the "Firm") internal investigation of Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH") in connection with the inquiry opened by the U.S. Department of Justice ("DOJ"), National Security Division ("NSD"), Counterintelligence and Export Control Section ("CES"), on April 19, 2022. The investigation arises from a grand jury subpoena, GJ No. 22-418, issued by the U.S. District Court for the District of Columbia (Grand Jury 22-2) on April 19, 2022, and served on Dunmore via its registered agent in Houston, Texas. The original return date for the subpoena is May 19, 2022. An extension request was dispatched via letter dated April 25, 2022, from Victoria Chambers to Assistant United States Attorney ("AUSA") Meredith Calloway, requesting that the return date be extended to July 19, 2022. As of the date of this memorandum, a response to that request remains pending.

The scope of the DOJ inquiry encompasses potential violations of U.S. sanctions laws, including programs administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, and U.S. export control regulations administered by the Bureau of Industry and Security ("BIS") of the U.S. Department of Commerce. The conduct at issue arises principally from activities undertaken at Dunmore Trading International Ltd. ("DTI"), Dunmore's Dubai-based trading desk, during a period spanning approximately March 2020 through April 2022.

The key counterparties identified to date include: Petronova Trading FZE, a Dubai-based trading entity; Volkhov Industrial Group JSC, a Russian industrial conglomerate that was added to the OFAC Specially Designated Nationals and blocked Persons List ("SDN List") on April 6, 2022, under Executive Order 14024, and which had previously been subject to sectoral sanctions under Directive 2 pursuant to Executive Order 13662 since November 15, 2019; Zenith Petroleum DMCC, another Dubai-based trading entity; and Caspian Logistik GmbH, a Hamburg-based logistics and shipping company.

The key individuals whose conduct is the subject of this investigation include Derek Hargrave (President, DTI), Natasha Sorokin (Senior Trader, DTI), Omar Al-Rashidi (Head of Middle East Operations, DTI), Yves Leclerc (Director of Logistics & Shipping, DTI), Gerald Fisk (Chief Compliance Officer, Dunmore), Rajesh Malhotra (Controller, DTI), and Tobias Engel (Managing Director, Dunmore Renewables GmbH).

Calderwood & Harkness was engaged by Dunmore on April 14, 2022. Litigation hold notices were issued to relevant custodians on April 20, 2022, covering all categories of documents and data potentially responsive to the subpoena and relevant to the internal investigation.

This memorandum organizes the investigation into six principal workstreams, each with assigned teams, defined scopes, deliverables, timelines, and reporting protocols. The workstreams are designed to proceed on parallel tracks to satisfy both the Firm's obligations under the grand jury subpoena and the independent fact-finding objectives of the internal investigation. The six workstreams are: (1) Sanctions Legal Analysis; (2) Export Controls Analysis; (3) Forensic Accounting & Financial Analysis; (4) Document Collection, Review & Production; (5) Witness Interviews; and (6) Compliance Program Assessment & Remediation Planning.

II. Background

A. The Client

Dunmore Energy Holdings Ltd. is an exempted company incorporated with limited liability under the laws of the Cayman Islands, Cayman Company Registration No. MC-334821, with its registered office at Harbour Place, 4th Floor, 103 South Church Street, George Town, Grand Cayman KY1-1002. Dunmore maintains its operational headquarters at 1200 McKinney Street, Suite 3400, Houston, Texas 77010.

Dunmore operates in the global oil and gas exploration, production, and trading sectors, with an expanding presence in renewable energy development. For fiscal year 2021, the company reported revenues of approximately $4.87 billion, as reflected in its audited financial statements prepared by Ashford & Whitmore LLP. Dunmore employs approximately 3,200 individuals globally, across operations in the Americas, Europe, the Middle East, and West Africa.

Dunmore's corporate structure includes the following key subsidiaries relevant to this investigation:

• Dunmore Trading International Ltd. ("DTI"): Incorporated and licensed in the Dubai International Financial Centre ("DIFC"), DIFC License No. CL-4827, with offices at Level 14, Gate Building 3, DIFC, Dubai, United Arab Emirates. DTI is the entity principally at issue in this investigation, serving as Dunmore's primary crude oil and refined products trading desk. DTI is the entity through which the transactions with Petronova Trading FZE, Zenith Petroleum DMCC, and Caspian Logistik GmbH were executed.

• Dunmore upstream Americas LLC ("DUA"): A Delaware limited liability company with its principal office at 1200 McKinney Street, Suite 3400, Houston, Texas 77010; EIN 84-2937561; registered agent at 1209 Orange Street, Wilmington, Delaware 19801. DUA manages Dunmore's exploration and production assets in North America and Latin America.

• Dunmore Renewables GmbH: A German limited liability company with its registered office at Überseeallee 12, 20457 Hamburg, Germany. Dunmore Renewables manages the company's renewable energy development portfolio in Europe. The Managing Director, Tobias Engel, has been identified as potentially involved in at least one transaction with Caspian Logistik GmbH that is within the scope of this investigation.

• Dunmore Exploration West Africa Ltd. ("DEWA"): Incorporated in Nigeria with offices at 14B Kofo Abayomi Street, Victoria Island, Lagos, Nigeria. DEWA manages Dunmore's exploration and production assets in West Africa. While DEWA is not directly implicated in the conduct at issue, certain document preservation obligations and potential responsive materials may exist at this subsidiary.

Dunmore's ownership structure is as follows:

• Greystone Capital Partners Fund IV, L.P. holds a 62.5% equity interest in Dunmore. The general partner of Greystone Capital Partners Fund IV is Greystone Capital Management LLC, whose Managing Partner is Richard Fairbanks. Greystone's outside counsel is Harwood & Pennington LLP, with lead partner Arthur Pennington III. Greystone is the controlling shareholder and its interests, information rights, and cooperation in this investigation are critical.

• Dunmore management holds a 22.5% equity interest through management equity and carried interest arrangements, the details of which are set forth in the company's Shareholders' Agreement and Management Incentive Plan.

• Thornbury Infrastructure Fund II, L.P. holds a 15% equity interest. The general partner of Thornbury Infrastructure Fund II is Thornbury Asset Management Ltd., whose Managing Director is Helen Cresswell. Thornbury is a passive financial investor with information rights under the Shareholders' Agreement.

The key members of Dunmore's senior management relevant to this investigation are:

• Callum Renshaw, Chief Executive Officer, based in Houston. Mr. Renshaw has served as CEO since 2018 and oversees all aspects of the company's operations, including the trading desk at DTI.

• Sandra Whitfield, Chief Financial Officer, based in Houston. Ms. Whitfield is responsible for all financial reporting, treasury, and finance operations.

• Marcus Wellbourne, Esq., General Counsel, based in Houston. Mr. Wellbourne serves as the company's chief legal officer and is the primary client contact for this engagement. Mr. Wellbourne retained Calderwood & Harkness on April 14, 2022, after receiving notification of the potential exposure from Gerald Fisk.

• Gerald Fisk, Chief Compliance Officer, based in Houston. Mr. Fisk heads Dunmore's global compliance function. Significantly, Mr. Fisk identified the potential sanctions exposure on April 11, 2022, during a routine OFAC screening refresh, and promptly notified General Counsel Wellbourne. However, Mr. Fisk's role and potential culpability in allowing suspect transactions to proceed during the relevant period without detection or escalation must be independently evaluated as part of this investigation. His dual status as both the individual who surfaced the issue and a potentially culpable party creates sensitivities that will need to be carefully managed throughout the investigation.

B. Genesis of the Inquiry

The events giving rise to this investigation unfolded in rapid succession beginning in early April 2022:

April 6, 2022: OFAC added Volkhov Industrial Group JSC to the SDN List under Executive Order 14024, imposing full blocking sanctions on the entity and its property and interests in property. Volkhov Industrial Group JSC is chaired by Arkady Volkhov, a Russian national, with headquarters at 12 Kutuzovsky Prospekt, Moscow 121248, Russia. Volkhov Industrial Group is a diversified industrial conglomerate with operations spanning the energy, metals, and infrastructure sectors in the Russian Federation and internationally. Prior to its SDN designation, Volkhov Industrial Group had been subject to sectoral sanctions under Directive 2 of Executive Order 13662 since November 15, 2019. Directive 2 prohibited U.S. persons from transacting in, providing financing for, or otherwise dealing in new debt of longer than 90 days maturity or new equity issued by entities designated under the Directive and operating in the energy sector of the Russian Federation. The legal distinction between the Directive 2 sectoral sanctions and the full SDN blocking designation is of critical importance to the legal analysis of the conduct at issue and is discussed in greater detail in the Workstream 1 section below.

April 11, 2022: Gerald Fisk, Dunmore's Chief Compliance Officer, conducted a routine OFAC screening refresh triggered by the wave of new designations related to Russia following the Russian invasion of Ukraine in February 2022. During this refresh, Mr. Fisk identified potential historical exposure to Volkhov Industrial Group through Petronova Trading FZE, a Dubai-based trading entity. Petronova's Managing Director is Sergei Volkov, a Russian national residing in the UAE. Mr. Fisk's preliminary review indicated that DTI had conducted multiple crude oil swap transactions with Petronova during the period from approximately June 2020 through February 2022. Mr. Fisk notified General Counsel Marcus Wellbourne of the potential exposure on the same day.

April 14, 2022: Marcus Wellbourne retained Calderwood & Harkness LLP to conduct an internal investigation. Victoria Chambers was assigned as the responsible partner for the engagement. An initial consultation took place on April 14 between Ms. Chambers, Mr. Wellbourne, and Mr. Fisk, during which the general contours of the potential exposure were discussed.

April 19, 2022: The DOJ National Security Division, Counterintelligence and Export Control Section, issued grand jury subpoena GJ No. 22-418 through the U.S. District Court for the District of Columbia (Grand Jury 22-2). The subpoena was served on Dunmore via its registered agent in Houston, Texas. The lead prosecutor assigned to the matter is AUSA Meredith Calloway, with additional prosecutors Trial Attorney Samuel Kovacs and Trial Attorney Diana Pressman. The assigned FBI Case Agent is Special Agent Paul Reinhardt of the FBI Counterintelligence Division, Washington Field Office. The OFAC Liaison for the investigation is Compliance Analyst Erin Matsuda of the Office of Foreign Assets Control, U.S. Department of the Treasury. The involvement of multiple agencies underscores the seriousness of the inquiry and suggests that the investigation has been underway for some time prior to the issuance of the subpoena.

The timing of the subpoena — issued only five days after Calderwood & Harkness was engaged and thirteen days after Volkhov's SDN designation — suggests that the government investigation may have been underway independently and was likely triggered by the same designation event or by intelligence gathered prior to the designation. It is also possible that the government received information from a confidential source, cooperating witness, or through other investigative means. The genesis and scope of the government's pre-existing investigation is unknown at this time but should be assessed through careful analysis of the subpoena's specificity and through communications with the prosecution team.

C. Scope of the Grand Jury Subpoena

Grand jury subpoena GJ No. 22-418 seeks the production of all documents from January 1, 2019, to the present, related to the following categories:

(a) Petronova Trading FZE, including but not limited to all contracts, correspondence, invoices, bills of lading, payment records, and communications with or relating to Petronova Trading FZE or any of its officers, directors, employees, or agents;

(b) Volkhov Industrial Group JSC, including but not limited to all contracts, correspondence, invoices, bills of lading, payment records, and communications with or relating to Volkhov Industrial Group JSC or any of its officers, directors, employees, agents, subsidiaries, or affiliates;

(c) Zenith Petroleum DMCC, a Dubai-based trading entity with offices at Unit 2201, Jumeirah Bay Tower X2, Cluster X, Jumeirah Lakes Towers, Dubai, UAE, and whose Managing Director is Farhan Qureshi. The subpoena seeks all documents related to transactions, communications, and business relationships with Zenith Petroleum;

(d) Caspian Logistik GmbH, a Hamburg-based logistics and shipping company with offices at Mönckebergstraße 22, 20095 Hamburg, Germany, and whose Managing Director is Klaus Weidemann. The subpoena seeks all documents related to shipping, logistics, and export transactions facilitated by or through Caspian Logistik;

(e) Any transaction involving Russian-origin crude oil or refined petroleum products, including but not limited to swaps, trades, purchases, sales, and brokerage arrangements;

(f) Any export of oilfield equipment or components to Russia, Belarus, or to entities on the OFAC SDN List, the BIS Entity List, or the BIS Denied Persons List, including but not limited to export licenses, end-user certificates, shipping documentation, and customs records.

The breadth of the subpoena is notable. The January 1, 2019, start date extends approximately fifteen months before the earliest conduct we have thus far identified (the crude oil swap transactions beginning approximately June 2020), suggesting that the government may be investigating earlier conduct or a longer pattern of activity. The subpoena categories encompass not only the specific counterparties identified but also the broader categories of Russian-origin crude oil transactions and oilfield equipment exports, which may sweep in additional transactions and counterparties not yet identified.

D. Preliminary Identification of Conduct at Issue

Based on the initial review conducted by this Firm between April 14 and April 22, 2022, including preliminary discussions with Marcus Wellbourne and Gerald Fisk, and a limited review of trading records made available by DTI, we have identified three principal areas of potentially violative conduct:

Crude Oil Swap Transactions. DTI entered into approximately fourteen crude oil swap transactions with Petronova Trading FZE and Zenith Petroleum DMCC between approximately June 2020 and February 2022, with an aggregate notional value of approximately $218.7 million. Preliminary indications suggest that some of these transactions involved crude oil ultimately sourced from or destined for entities controlled by or affiliated with Volkhov Industrial Group JSC. If Petronova Trading FZE is determined to be owned or controlled 50% or more by Volkhov Industrial Group (an SDN-listed entity as of April 6, 2022, and a Directive 2 entity since November 15, 2019), transactions with Petronova during the relevant period may have violated the prohibitions of Directive 2 under E.O. 13662 (for transactions occurring between November 15, 2019, and April 5, 2022) and the full SDN blocking prohibitions under E.O. 14024 (for any transactions occurring on or after April 6, 2022). The precise nature, structure, and dollar amount of each transaction, as well as the degree to which Dunmore personnel had knowledge of or reason to know about Volkhov connections, remain to be fully investigated.

Oilfield Equipment Exports. DTI and/or related Dunmore entities appear to have facilitated the export of oilfield drilling equipment and components to end users in Russia via Caspian Logistik GmbH during the period from approximately August 2020 through January 2022. The equipment at issue potentially falls within Export Control Classification Numbers ("ECCNs") 2B350 and 2B999 under the Commerce Control List, and the aggregate value of these shipments is approximately $12.4 million. Preliminary review suggests that the end-user certifications associated with these shipments may contain false or misleading information regarding the ultimate destination and end users of the equipment, potentially constituting violations of EAR §746.5 (Russia/Belarus sanctions) and OFAC prohibitions on exports to blocked persons or entities. The role of Yves Leclerc, DTI's Director of Logistics & Shipping, in arranging these shipments, and his knowledge of the true end users, is a critical area of investigation. Additionally, at least one transaction appears to involve Dunmore Renewables GmbH and its Managing Director, Tobias Engel, which introduces German regulatory and jurisdictional considerations.

Payment Structuring. Preliminary review has identified indications that payments associated with some of the transactions described above were routed through intermediary accounts at Crescent Commercial Bank PJSC, a DIFC-licensed bank located at Al Maktoum Tower, DIFC, Dubai, with Khalid Mansour serving as the relationship manager for the relevant accounts. The preliminary indication is that approximately $34.2 million in payments were structured across approximately 127 individual transactions during the period from March 2020 through March 2022, potentially designed to obscure the beneficial ownership of payment recipients with connections to Volkhov Industrial Group. The involvement of Rajesh Malhotra, DTI's Controller, in authorizing or facilitating these payment structures is an area requiring thorough forensic analysis.

These three areas of conduct will be fully investigated across the workstreams described in Section IV below. It should be emphasized that these are preliminary identifications based on limited information; the scope and nature of the conduct at issue may expand or narrow as the investigation proceeds.

III. Investigation Objectives

The internal investigation is designed to accomplish the following objectives, which will guide all workstreams and inform the Firm's strategic recommendations to Dunmore:

1. Determine the full scope, nature, and dollar value of transactions between DTI and Petronova Trading FZE, Zenith Petroleum DMCC, and Caspian Logistik GmbH. This includes identifying all transactions within and potentially beyond those preliminarily identified, establishing the precise terms, pricing, and settlement mechanics of each transaction, and tracing the flow of goods and payments associated with each.

2. Identify whether and to what extent those transactions involved Volkhov Industrial Group JSC or its affiliates, directly or indirectly, including through the OFAC 50% Rule. This requires a comprehensive beneficial ownership analysis of Petronova Trading FZE, Zenith Petroleum DMCC, and Caspian Logistik GmbH, as well as an examination of the ultimate sources and destinations of crude oil and equipment involved in the transactions at issue.

3. Assess whether transactions violated OFAC-administered sanctions programs, specifically Directive 2 under Executive Order 13662 and the full SDN blocking sanctions under Executive Order 14024, as well as the underlying statutory authority of the International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C. §§ 1701–1706.

4. Determine whether oilfield equipment exports violated the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, specifically §746.5 (Russia/Belarus sanctions), and the underlying statutory authority of the Export Control Reform Act ("ECRA"), 50 U.S.C. §§ 4801–4852.

5. Identify culpable individuals, assess their knowledge, intent, and roles in the conduct at issue. This is essential both for the company's cooperation obligations to the DOJ and for determining the appropriate employment, indemnification, and administrative leave decisions.

6. Evaluate the adequacy of Dunmore's pre-existing sanctions and export controls compliance program as of the time the transactions at issue occurred and at the present time, including the effectiveness of OFAC screening protocols, counterparty due diligence procedures, training programs, and escalation mechanisms.

7. Assess the jurisdictional nexus for the application of U.S. sanctions and export control laws to DTI and its employees, including the U.S. person analysis under IEEPA and OFAC regulations. This analysis is particularly important given that DTI is a DIFC-licensed entity operating in Dubai, and its employees include non-U.S. persons. The analysis must also address Natasha Sorokin's status as a Russian-American dual national.

8. Trace payment flows and determine whether payments were structured to evade sanctions compliance, including analyzing the intermediary accounts at Crescent Commercial Bank PJSC and identifying the beneficial owners of payment recipients.

9. Develop a cooperation strategy with the DOJ under the Corporate Enforcement Policy, including the timing and substance of proffers, the scope and pace of document productions, and the identification of cooperating witnesses.

10. Evaluate whether to recommend voluntary self-disclosure ("VSD") to OFAC and/or BIS, including an assessment of the benefits, risks, and timing considerations associated with such disclosures.

11. Inform remediation of compliance deficiencies identified through the investigation, including the design and implementation of an enhanced sanctions and export controls compliance program that meets the standards set forth in the DOJ's Evaluation of Corporate Compliance Programs and OFAC's Framework for Compliance Commitments.

12. Preserve and protect attorney-client privilege and work product throughout all aspects of the investigation, consistent with the protocols set forth in Section VIII of this memorandum.

IV. Investigation Workstreams

The investigation is organized into six principal workstreams, each with a designated lead, supporting team members, defined scope, and specific deliverables. While each workstream has distinct responsibilities, extensive coordination among workstreams is essential to the success of the investigation. Weekly workstream coordination calls, chaired by Jasmine Thornton, will ensure that findings in one workstream inform and guide the work of others.

Workstream 1: Sanctions Legal Analysis

Lead: Conrad Reeves, Senior Counsel, Export Controls & Sanctions (Washington, D.C.)

Supporting: Jasmine Thornton, Lead Associate (Washington, D.C.)

Scope. Workstream 1 is responsible for developing the legal framework within which all other workstreams will operate. This workstream will produce the foundational legal analyses that will guide the factual investigation and ultimately inform the Firm's legal conclusions and recommendations.

The principal tasks of Workstream 1 are as follows:

Comprehensive Analysis of Applicable OFAC Programs. Conrad Reeves will prepare a detailed memorandum analyzing the OFAC sanctions programs applicable to the conduct at issue. This analysis will encompass Executive Order 14024, issued April 15, 2021, which expanded the sanctions framework applicable to the Russian Federation and authorized the blocking of property and interests in property of entities operating in specified sectors of the Russian economy; Directive 2 under Executive Order 13662, which imposes sectoral sanctions on entities operating in the energy sector of the Russian Federation; and the implementing regulations at 31 C.F.R. Part 589 (Ukraine-/Russia-Related Sanctions Regulations). The memorandum will address the scope of prohibited transactions under each program, the definitions of key terms (including "U.S. person," "interest in property," "new debt," and "new equity"), and the penalties and enforcement mechanisms available to OFAC and the DOJ.

OFAC 50% Rule Analysis. A central question in this investigation is whether Petronova Trading FZE is owned or controlled 50% or more, individually or in the aggregate, by one or more persons on the SDN List — specifically, by Volkhov Industrial Group JSC and/or Arkady Volkhov. Under OFAC's 50% Rule, as set forth in OFAC's Revised Guidance on Entities Owned by Persons Whose Property and Interests in Property are blocked (August 13, 2014), an entity owned 50% or more by one or more blocked persons is itself considered blocked, regardless of whether that entity is separately listed on the SDN List. If Petronova is determined to be a blocked entity under the 50% Rule, all transactions with Petronova during the period of Volkhov's designation would constitute potential violations. This analysis will be coordinated with Workstream 3 (Forensic Accounting), which will be responsible for the beneficial ownership tracing necessary to support the legal conclusion.

Beneficial Ownership Tracing. Workstream 1 will direct the beneficial ownership tracing of Petronova Trading FZE, with particular focus on the relationship between Sergei Volkov (Managing Director of Petronova, Russian national, UAE resident) and Arkady Volkhov (Chairman of Volkhov Industrial Group JSC). The name similarity and nationality of these individuals raises an obvious question as to whether they are related (familially or otherwise) and whether Sergei Volkov serves as a front or nominee for Arkady Volkhov's interests. The analysis will also address the beneficial ownership of Zenith Petroleum DMCC (Managing Director Farhan Qureshi) and any connections to the Volkhov network.

U.S. Person Jurisdictional Nexus Analysis. A threshold issue in this investigation is the extent to which DTI, a DIFC-licensed entity operating in Dubai, and its employees are subject to U.S. jurisdiction under IEEPA and OFAC's regulations. The analysis will examine: (a) whether DTI qualifies as a "U.S. person" under the relevant regulations by virtue of its ownership by Dunmore (a Cayman Islands holding company with U.S. operational headquarters and U.S. subsidiary entities); (b) whether any DTI employees are "U.S. persons" by virtue of citizenship, permanent residency, or other connecting factors; (c) the status of Natasha Sorokin as a Russian-American dual national who is likely a U.S. person subject to U.S. sanctions law regardless of her physical location; and (d) whether any of the transactions at issue involved U.S. dollar clearing through U.S. financial institutions, which could independently establish U.S. jurisdiction.

IEEPA Criminal Liability Framework. Workstream 1 will analyze the criminal liability framework under IEEPA, 50 U.S.C. §§ 1701–1706, with particular attention to the willfulness, knowledge, and scienter standards applicable to criminal violations. Under 50 U.S.C. § 1705(c), criminal penalties apply to any person who "willfully commits, willfully attempts to commit, or willfully conspires to commit, or aids and abets in the commission of" a violation of the statute or any regulation issued thereunder. The meaning of "willfulness" in this context — and the extent to which knowledge of the specific OFAC regulations is required, as distinct from knowledge of the underlying facts — is a critical issue that will inform the individual exposure analysis.

Timeline of Volkhov Designations. The legal analysis must carefully distinguish between two periods: (i) the period during which Volkhov Industrial Group was designated only under Directive 2 of E.O. 13662 (November 15, 2019, through April 5, 2022), during which only certain specific types of transactions were prohibited; and (ii) the period beginning April 6, 2022, when Volkhov was designated on the SDN List under E.O. 14024, imposing full blocking sanctions. Transactions that may have been permissible (or at least not clearly prohibited) under the sectoral sanctions of Directive 2 may nevertheless have been prohibited if they involved new debt or equity, or may take on a different character in light of the subsequent full blocking designation. This temporal distinction is of the highest importance to the legal analysis and will significantly influence the severity of the potential violations.

Deliverables.

• Legal memorandum on applicable sanctions framework, covering E.O. 14024, Directive 2 under E.O. 13662, and 31 C.F.R. Part 589 (target completion: April 27, 2022)

• U.S. person jurisdictional nexus analysis memorandum, addressing DTI, its employees, and Natasha Sorokin's dual nationality (target completion: early May 2022, approximately May 10, 2022)

• Memorandum on Volkhov designation history and 50% Rule analysis, including the legal implications of the Directive 2 vs. SDN List designations (target completion: mid-June 2022, approximately June 20, 2022)

• Memorandum on Petronova Trading FZE beneficial ownership, coordinated with Workstream 3 forensic accounting findings (target completion: to be determined based on Workstream 3 progress, estimated mid-2022)

Workstream 2: Export Controls Analysis

Lead: Conrad Reeves, Senior Counsel, Export Controls & Sanctions (Washington, D.C.)

Supporting: Liam Donahue, Working Associate (New York)

Scope. Workstream 2 is responsible for analyzing the legal and factual issues related to the oilfield equipment export transactions facilitated by or through Caspian Logistik GmbH. This workstream operates in close coordination with Workstream 1 (to the extent OFAC sanctions overlap with export control prohibitions) and Workstream 3 (for financial tracing of export transactions).

EAR §746.5 Analysis. The primary legal framework for analysis is EAR §746.5, which implements Russia/Belarus-related export controls. Liam Donahue, under the supervision of Conrad Reeves, will prepare a comprehensive memorandum analyzing the application of §746.5 to the oilfield equipment shipments identified to date. The analysis will address the scope of the license requirement, the availability (or non-availability) of license exceptions, and the specific prohibitions applicable to exports and reexports of items subject to the EAR to Russia or Belarus, or to designated end users in those countries.

ECCN Classification Review. The equipment exported through Caspian Logistik GmbH has been preliminarily identified as potentially falling within ECCN 2B350 (chemical manufacturing facilities, equipment, and components) and ECCN 2B999 (specific processing equipment not controlled by ECCN 2B350 or other ECCNs). A thorough classification review is required to confirm whether the equipment at issue is properly classified under these ECCNs, and if so, whether the classifications trigger license requirements under §746.5. This review will require obtaining detailed technical specifications of the equipment from DTI and Dunmore upstream Americas LLC, and may require consultation with outside technical experts if the equipment descriptions in the available documentation are insufficient for classification purposes.

End-User Certification Review. A critical area of investigation is the review of end-user certifications associated with the shipments facilitated by Caspian Logistik GmbH. Preliminary indications suggest that the end-user certifications may contain false or misleading information regarding the ultimate destination and end users of the equipment, potentially identifying non-Russian end users when the equipment was in fact destined for entities in Russia. If the end-user certifications were falsified, this would constitute a separate and serious violation of the EAR and could give rise to criminal liability under ECRA. The identity of the individuals who prepared, reviewed, and approved the end-user certifications must be established.

Individual Knowledge Assessment (Yves Leclerc). Workstream 2 will focus particular attention on the role and knowledge of Yves Leclerc, DTI's Director of Logistics & Shipping. Mr. Leclerc was responsible for arranging logistics and shipping for the equipment exports at issue, and preliminary information suggests that he was the primary point of contact with Caspian Logistik GmbH and its Managing Director, Klaus Weidemann. The investigation must determine whether Mr. Leclerc had knowledge of the true end users of the equipment in Russia, whether he participated in or was aware of the falsification of end-user certifications, and the extent to which he escalated (or failed to escalate) any concerns to compliance or management.

ECRA Criminal Liability Framework. Workstream 2 will analyze the criminal liability framework under the Export Control Reform Act ("ECRA"), 50 U.S.C. §§ 4801–4852, including the mens rea requirements for criminal violations and the penalties available under the statute. ECRA provides for criminal penalties for willful violations of the EAR, including imprisonment and substantial fines. The analysis will address the interplay between ECRA criminal liability and IEEPA criminal liability for conduct that may violate both export controls and sanctions.

Dunmore Renewables GmbH Transaction. At least one transaction involving oilfield equipment exports appears to have been conducted through or in connection with Dunmore Renewables GmbH, the Hamburg-based subsidiary managed by Tobias Engel. This transaction requires separate analysis because it raises questions about the use of the renewables subsidiary as a vehicle for export transactions that may have been intended to circumvent compliance controls. The Tobias Engel transaction also introduces German regulatory considerations, including potential violations of EU sanctions and export control regulations. Coordination with German counsel may be necessary to address the regulatory overlap between U.S. EAR requirements and German/EU export control regimes, as well as any employee privacy or data protection issues that may arise in connection with document collection and witness interviews in Germany.

Deliverables.

• EAR analysis memorandum, addressing §746.5 applicability, ECCN classifications, and the license requirement framework (target completion: May 5, 2022)

• Caspian Logistik export shipment analysis, including a detailed review of each identified shipment, end-user certifications, and the roles of Yves Leclerc and Klaus Weidemann (target completion: mid-July 2022, approximately July 20, 2022)

• Tobias Engel / Dunmore Renewables GmbH transaction review, addressing the specifics of the transaction and the German regulatory implications (target completion: early October 2022)

Workstream 3: Forensic Accounting & Financial Analysis

Lead: Jasmine Thornton, Lead Associate (Washington, D.C.)

External Consultant: Ridgeline Advisory Group LLC, Engagement No. RAG-2022-0319, Engagement Lead Dr. Margaret Liu, CPA, CFE, located at 1825 Connecticut Avenue NW, Suite 400, Washington, DC 20009. Ridgeline was retained on May 2, 2022, following a competitive evaluation of three forensic accounting firms.

Supporting: Nicholas Ferreira, Associate (Houston)

Scope. Workstream 3 is the financial engine of the investigation. This workstream, in close coordination with the forensic accounting team at Ridgeline Advisory Group, is responsible for tracing the financial flows associated with the transactions at issue, identifying connections between DTI's counterparties and Volkhov Industrial Group, and calculating the financial impact of the potentially violative transactions for disgorgement and penalty purposes.

Crude Oil Swap Transaction Tracing. The primary task is the forensic tracing of all crude oil swap transactions between DTI and Petronova Trading FZE and Zenith Petroleum DMCC during the period from approximately June 2020 through February 2022. The approximately fourteen transactions totaling approximately $218.7 million in notional value must be individually analyzed to determine: (a) the terms, pricing, and settlement mechanics of each transaction; (b) the identity of the ultimate source(s) and destination(s) of the crude oil involved; (c) whether any transactions involved crude oil sourced from or destined for Volkhov-controlled entities or facilities; (d) the specific counterparty for each transaction (Petronova or Zenith, or both); and (e) any commissions, fees, or other payments associated with each transaction. Ridgeline Advisory Group will be responsible for conducting this analysis, under the direction and at the instruction of Calderwood & Harkness attorneys, to preserve work product protection.

Payment Flow Analysis. A critical component of the forensic investigation is the analysis of payment flows through intermediary accounts at Crescent Commercial Bank PJSC. Preliminary indications suggest that approximately $34.2 million in payments were structured across approximately 127 individual transactions during the period from March 2020 through March 2022, and that the structuring of these payments was designed to obscure the beneficial ownership of the payment recipients and their connections to Volkhov Industrial Group. Ridgeline will analyze the payment records obtained from DTI and, to the extent available, from Crescent Commercial Bank, to trace the flow of funds from origination to ultimate recipient. The role of Khalid Mansour, the relationship manager at Crescent Commercial Bank for the relevant accounts, will also be examined, though it is noted that Crescent Commercial Bank is a third-party institution and cooperation in producing records may need to be compelled or negotiated separately. This analysis must also assess whether the pattern and amounts of payments are consistent with intentional structuring to avoid reporting thresholds or compliance triggers.

Beneficial Ownership Tracing. In coordination with Workstream 1, Ridgeline will conduct beneficial ownership tracing of payment recipients to determine whether they are owned or controlled by Volkhov Industrial Group or its affiliates. This analysis will include corporate registry searches in multiple jurisdictions, review of publicly available information, and analysis of internal DTI know-your-customer ("KYC") and due diligence files.

Oilfield Equipment Export Transactions. Workstream 3 will also analyze the approximately $12.4 million in oilfield equipment export transactions facilitated by Caspian Logistik GmbH, including the financial terms, payment flows, and the involvement of Dunmore entities (DTI and/or Dunmore Renewables GmbH) in financing or facilitating the shipments.

Net Profits Calculation. For potential disgorgement purposes, Ridgeline will calculate the net profits derived by Dunmore from each tainted transaction. This calculation will be essential to the Firm's negotiations with the DOJ regarding potential penalties and as part of any resolution agreement.

Rajesh Malhotra Analysis. Workstream 3 will include a focused review of the records and activities of Rajesh Malhotra, DTI's Controller, who was responsible for authorizing payments and maintaining financial records at the trading desk. The investigation must determine the extent of Mr. Malhotra's knowledge of the payment structuring, his awareness of the identity and beneficial ownership of payment recipients, and whether he raised or failed to raise any concerns about the transactions to compliance or management.

Coordination with Ashford & Whitmore LLP. As needed, Workstream 3 will coordinate with Ashford & Whitmore LLP, Dunmore's outside auditor, through Engagement Partner Kenneth Ashford, regarding the company's internal controls over trade finance transactions. This coordination must be carefully managed to avoid jeopardizing the audit relationship or creating Sarbanes-Oxley or other regulatory complications, though we note that Dunmore, as a private company, is not directly subject to SOX. Nonetheless, the auditor's assessment of internal controls will be relevant to the compliance program evaluation in Workstream 6.

Deliverables.

• Preliminary forensic findings summary, presenting initial results of transaction tracing, payment flow analysis, and beneficial ownership tracing (target completion: late September 2022)

• Final forensic accounting report, presenting comprehensive findings on all aspects of the financial analysis, including net profits calculations (target completion: Q1 2023; this report was ultimately delivered on April 1, 2023)

Workstream 4: Document Collection, Review & Production

Lead: Thomas Bradshaw, Senior Paralegal, e-discovery Lead (New York)

Supervising Attorney: Liam Donahue, Working Associate (New York)

External Vendor: Nexagen Analytics Inc., Project No. NX-DEH-2204, Project Manager Brian Cavanaugh, located at 100 Broadway, Suite 1400, New York, NY 10005

Paralegal Manager: Elena Vasquez (Washington, D.C.)

Scope. Workstream 4 is responsible for the collection, processing, review, and production of documents responsive to grand jury subpoena GJ No. 22-418, as well as documents relevant to the Firm's internal investigation. Given the multi-jurisdictional nature of Dunmore's operations and the breadth of the subpoena, this workstream involves significant logistical complexity and requires close coordination with all other workstreams.

Multi-Jurisdictional Document Collection. Document collection will be conducted across six jurisdictions: the Cayman Islands, the United Arab Emirates, the United States, Germany, Nigeria, and the United Kingdom. Each jurisdiction presents unique legal, regulatory, and practical challenges related to data privacy, labor and employment law, data localization requirements, and cross-border transfer restrictions. Amara Osei's memorandum dated April 25, 2022, on UAE law considerations for document preservation and collection, provides the initial analysis of UAE-specific requirements, and similar analyses will be prepared for the other non-U.S. jurisdictions as needed.

Custodian Identification and Prioritization. The Data Map Memorandum, targeted for completion on April 28, 2022, will set forth the full custodian list and data sources for the investigation. The following individuals have been identified as priority custodians for initial collection based on their roles and proximity to the conduct at issue:

1. Derek Hargrave, President, DTI (Dubai)

2. Natasha Sorokin, Senior Trader, DTI (Dubai)

3. Omar Al-Rashidi, Head of Middle East Operations, DTI (Dubai)

4. Yves Leclerc, Director of Logistics & Shipping, DTI (Dubai)

5. Gerald Fisk, Chief Compliance Officer (Houston)

6. Rajesh Malhotra, Controller, DTI (Dubai)

7. Callum Renshaw, Chief Executive Officer (Houston)

8. Sandra Whitfield, Chief Financial Officer (Houston)

9. Marcus Wellbourne, General Counsel (Houston) — note: collection from General Counsel requires enhanced privilege review protocols

10. Tobias Engel, Managing Director, Dunmore Renewables GmbH (Hamburg)

Additional custodians will be identified as the investigation progresses and as witness interviews and document review surface additional individuals with knowledge of or involvement in the conduct at issue.

Litigation Hold Notices. Litigation hold notices were issued on April 20, 2022, using a standardized template distributed to all identified custodians. Custodian-specific versions of the hold notice were prepared for Derek Hargrave and Natasha Sorokin, given the heightened sensitivity of their positions and the likelihood that they will be placed on administrative leave. The hold notices cover all categories of documents potentially responsive to the subpoena and relevant to the investigation, including but not limited to electronic communications (email, instant messaging, text messages), electronic documents, physical documents, trading records, financial records, compliance records, and any personal devices used for business communications. All remaining custodian-specific hold notices will be finalized and distributed during the week of April 22, 2022.

E-discovery Protocol and Collection Plan. The e-discovery protocol and collection plan was finalized on May 1, 2022, in coordination with Nexagen Analytics. The protocol addresses the collection methodology for each data source and jurisdiction, the processing specifications (including file format, de-duplication, and metadata preservation), and the quality control procedures to be applied throughout the process. The protocol is designed to ensure defensibility of the collection and production process in the event of any challenge by the government or in subsequent proceedings.

Technology-Assisted Review (TAR). Given the estimated document universe of more than two million documents, technology-assisted review will be implemented by Nexagen Analytics to efficiently and effectively identify documents responsive to the subpoena categories and the investigation objectives. The TAR protocol will include: (a) development of a seed set through manual review by Calderwood & Harkness attorneys and paralegals; (b) iterative training of the predictive coding algorithm using the Nexagen platform; (c) quality control sampling to validate the algorithm's performance; and (d) manual review of all documents identified as responsive by the TAR algorithm, as well as manual review of a sample of documents classified as non-responsive to verify the accuracy of the exclusion.

Search Term Development. In coordination with the substantive workstreams, Liam Donahue will develop search term protocols responsive to subpoena categories (a) through (f) and to the broader investigation objectives. Search terms will include entity names, individual names, OFAC and sanctions-related terminology, export control terminology, trade and commodity terminology, and financial terms relevant to the payment structuring analysis. Search terms will be refined iteratively as the investigation progresses.

Privilege Review Protocol. All documents identified as potentially responsive will undergo privilege review prior to production to the DOJ. The privilege review will be conducted by Calderwood & Harkness attorneys, with support from Nexagen Analytics for initial screening using privilege search terms. Elena Vasquez will coordinate the privilege review process and maintain the privilege log. The privilege review protocol will be developed in coordination with all workstreams to ensure that all categories of privileged communications are captured, including attorney-client communications, work product materials, and communications with outside consultants (Ridgeline Advisory Group and Nexagen Analytics) made at the direction of counsel.

Bates-Stamping Convention. All documents produced to the DOJ will be Bates-stamped using the convention DEH-DOJ-[sequential number], beginning with DEH-DOJ-000001. Documents produced for internal investigation purposes only will use a separate prefix, DEH-INT-[sequential number].

Rolling Production Schedule. The production of documents to the DOJ will be conducted on a rolling basis, with the production schedule to be negotiated with AUSA Calloway and the prosecution team in conjunction with the subpoena return date extension. The goal is to demonstrate good faith and cooperation through timely and organized productions while ensuring adequate time for privilege review.

Document Preservation Compliance. Compliance with document preservation obligations under the laws of each relevant jurisdiction will be monitored by Workstream 4, with support from local counsel as needed. Amara Osei's memorandum on UAE document preservation requirements (April 25, 2022) is the first in a series of jurisdiction-specific analyses that will be prepared to guide the collection and preservation process.

Deliverables.

• Completed TAR review (target: October 2022, with target completion date of October 15, 2022)

• First document production to DOJ, with accompanying privilege log (target: November 2022, with target production date of November 1, 2022)

• Second document production to DOJ, with supplemental privilege log (target: January 2023, with target production date of January 30, 2023)

• Privilege logs to accompany each production, maintained by Elena Vasquez and reviewed by Liam Donahue

Workstream 5: Witness Interviews

Lead: Victoria Chambers, Responsible Partner (Washington, D.C.)

Supporting: Jasmine Thornton (Washington, D.C.), Liam Donahue (New York), Amara Osei (London), Nicholas Ferreira (Houston)

Scope. Workstream 5 is the investigative core of the engagement. Through a comprehensive program of witness interviews, the investigation will develop the factual record necessary to assess the nature and extent of the potential violations, identify culpable individuals, and inform the company's cooperation strategy with the DOJ. The interview program is designed to cover approximately 40 to 50 current and former employees across multiple jurisdictions, organized into three rounds.

Round 1 — Priority Witnesses (Target: May 18 – June 30, 2022). The first round of interviews will target approximately 20 to 25 priority witnesses in Houston, Dubai, and London. These are the individuals with the most direct knowledge of or involvement in the conduct at issue. The priority witnesses include:

• Callum Renshaw (CEO, Houston): To assess his knowledge of DTI's trading activities with Petronova, Zenith, and Caspian; his oversight of the trading desk; and any reports or escalations he may have received regarding compliance concerns.

• Derek Hargrave (President, DTI, Dubai): Mr. Hargrave has supervised the DTI trading desk since 2017 and approved the transactions at issue. The interview must assess his knowledge of Volkhov connections to Petronova and Zenith, his approval process for counterparty relationships and individual transactions, and the basis for his decisions. Mr. Hargrave is likely to be placed on administrative leave prior to or shortly after his interview.

• Natasha Sorokin (Senior Trader, DTI, Dubai): Ms. Sorokin was the primary trader executing the crude oil swap transactions with Petronova and appears to have been the primary point of contact with Sergei Volkov, Petronova's Managing Director. Her knowledge of Volkov's relationship to Arkady Volkhov and Volkhov Industrial Group is a central question. As a Russian-American dual national, she is a U.S. person subject to U.S. sanctions law. Ms. Sorokin is likely to be placed on administrative leave and may retain personal counsel.

• Gerald Fisk (CCO, Houston): Mr. Fisk identified the potential exposure on April 11, 2022, but the investigation must also assess his role in designing, implementing, and overseeing the compliance program that failed to detect or prevent the suspect transactions during the relevant period. Mr. Fisk's potential departure from the company has been discussed. He may retain separate counsel.

• Omar Al-Rashidi (Head of Middle East Operations, DTI, Dubai): Mr. Al-Rashidi oversaw DTI's Middle East operations and has knowledge of the counterparty relationships at issue. Preliminary indications suggest that Mr. Al-Rashidi may be willing to cooperate with the investigation, and his credibility and value as a potential cooperating witness for a DOJ proffer should be assessed.

• Yves Leclerc (Director of Logistics & Shipping, DTI, Dubai): Mr. Leclerc arranged the logistics for the oilfield equipment exports through Caspian Logistik GmbH and is a key witness regarding the end-user certifications and the true destinations of the equipment.

• Sandra Whitfield (CFO, Houston): To assess her knowledge of the financial aspects of the transactions at issue, including the payment flows through Crescent Commercial Bank.

• Rajesh Malhotra (Controller, DTI, Dubai): Mr. Malhotra authorized payments and maintained financial records at DTI. His knowledge of the payment structuring and the identity of payment recipients is critical.

• Marcus Wellbourne (General Counsel, Houston): To establish the timeline of his knowledge of the potential exposure and the steps taken following Mr. Fisk's notification on April 11, 2022. As General Counsel and primary client contact, his interview must be conducted with particular sensitivity to privilege issues.

Round 2 — Follow-Up and Secondary Witnesses (Target: August – September 2022). The second round of interviews will target approximately 15 witnesses and will include: (a) follow-up interviews of Round 1 witnesses where additional information or clarification is needed based on subsequent document review or other witness testimony; and (b) secondary witnesses identified through the first round of interviews, document review, and forensic accounting analysis. These may include traders, compliance analysts, finance and accounting personnel, and operational staff at DTI and other Dunmore entities with knowledge of the transactions, counterparties, or compliance procedures at issue.

Round 3 — Re-Interviews and Newly Identified Witnesses (Target: Q1 2023, approximately February 15 – March 15, 2023). The third round will encompass approximately 10 interviews, including re-interviews of key witnesses in light of the complete factual record developed through the investigation, and interviews of any newly identified witnesses who may have surfaced during the document review, forensic accounting analysis, or earlier interview rounds.

Upjohn Warnings. At the commencement of each witness interview, the interviewing attorney will administer the corporate Miranda warning (commonly known as the "Upjohn warning") as set forth in the Witness Interview Protocol prepared by Victoria Chambers on April 18, 2022. The Upjohn warning will inform each witness that: (a) the attorneys represent the company, not the individual witness; (b) the purpose of the interview is to gather facts in connection with the company's internal investigation; (c) the interview is protected by the attorney-client privilege, but the privilege belongs to the company, not the individual; (d) the company may decide to waive the privilege and disclose the substance of the interview to third parties, including the government; and (e) the witness is requested to keep the substance of the interview confidential. Each witness will be asked to acknowledge their understanding of these admonitions before the interview proceeds.

Interview Memorialization. Each interview will be memorialized in an attorney-client privileged interview memorandum prepared by the interviewing attorney(s). The memoranda will include the date, time, and location of the interview; the identity of all persons present; a summary of the Upjohn warning and the witness's acknowledgment; and a detailed narrative of the substance of the interview. Memoranda will be drafted as attorney work product, reflecting the attorney's mental impressions, legal analysis, and assessment of the witness's credibility and demeanor, to maximize work product protection.

Key Individual Considerations

The following specific considerations apply to key witnesses:

Natasha Sorokin. As a Russian-American dual national, Ms. Sorokin is a U.S. person subject to U.S. sanctions law regardless of her location. She was the primary point of contact with Sergei Volkov and the primary trader executing the crude oil swaps with Petronova. She faces potential individual criminal exposure under IEEPA and is likely to be placed on administrative leave. It is anticipated that she will retain personal counsel. Upon the entry of personal counsel, all communications with Ms. Sorokin regarding the investigation will be conducted through or in coordination with her personal counsel, and information-sharing limitation protocols will be established.

Derek Hargrave. Mr. Hargrave supervised the DTI trading desk since 2017 and approved the transactions at issue. The investigation must assess the full extent of his knowledge of the Volkhov connections to Petronova and Zenith. Administrative leave is likely. It is anticipated that Mr. Hargrave will retain personal counsel, and the same information-sharing protocols will apply.

Gerald Fisk. Mr. Fisk occupies a unique position in this investigation. He is both the individual who identified and reported the potential exposure (on April 11, 2022, acting appropriately and in his capacity as CCO) and a potentially culpable individual whose compliance oversight failures may have allowed the suspect transactions to proceed undetected or unescalated for approximately two years. This duality must be carefully managed. Mr. Fisk's potential departure from the company has been discussed. He may retain separate counsel, and the investigation must assess his conduct independently.

Omar Al-Rashidi. Preliminary indications suggest that Mr. Al-Rashidi may have some knowledge of the Volkhov connections and may be willing to cooperate with the investigation. His credibility and value as a potential cooperating witness for a DOJ proffer should be carefully assessed. If Mr. Al-Rashidi is identified as a potentially valuable cooperator, the Firm should discuss with the client and, as appropriate, with the DOJ, the possibility of presenting Mr. Al-Rashidi's testimony as part of the company's cooperation package.

Individual Counsel Considerations

It is anticipated that at least three key witnesses — Hargrave, Sorokin, and Fisk — will retain personal counsel. Dunmore has indemnification and advancement obligations under Cayman Islands law and the individual employment agreements of certain senior employees. These obligations require the company to advance defense costs to employees who are subject to investigation or legal proceedings arising from their employment, subject to certain limitations and conditions. A separate memorandum analyzing these indemnification obligations is targeted for completion on May 5, 2022 (Jasmine Thornton).

Upon the entry of personal counsel for any witness, the following protocols will apply: (a) all communications with the witness regarding the investigation will be coordinated through the witness's personal counsel; (b) information-sharing limitation protocols will be established to define the categories of information that may and may not be shared between the company's counsel and the individual's counsel; (c) joint defense or common interest agreements with individual counsel may be considered on a case-by-case basis, but should be approached with caution given the potential for diverging interests between the company and individual employees; and (d) Victoria Chambers will approve all determinations regarding information-sharing with individual counsel.

Deliverables.

• Interview memoranda for each witness, prepared as attorney-client privileged work produ

MEMORANDUM
PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
TO: Victoria Chambers, Responsible Partner Howard Quinn, Billing Partner
FROM: Jasmine Thornton, Lead Associate Liam Donahue, Working Associate
DATE: April 22, 2022
RE: Internal Investigation Plan & Workstream Assignments — Dunmore Energy Holdings Ltd. DOJ Sanctions & Export Controls Inquiry
MATTER NO.: 1016-00009
CLIENT: Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH")
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I. Executive Summary
This memorandum sets forth the comprehensive plan for Calderwood & Harkness LLP's ("C&H" or the "Firm") internal investigation of Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH") in connection with the inquiry opened by the U.S. Department of Justice ("DOJ"), National Security Division ("NSD"), Counterintelligence and Export Control Section ("CES"), on April 19, 2022. The investigation arises from a grand jury subpoena, GJ No. 22-418, issued by the U.S. District Court for the District of Columbia (Grand Jury 22-2) on April 19, 2022, and served on Dunmore via its registered agent in Houston, Texas. The original return date for the subpoena is May 19, 2022. An extension request was dispatched via letter dated April 25, 2022, from Victoria Chambers to Assistant United States Attorney ("AUSA") Meredith Calloway, requesting that the return date be extended to July 19, 2022. As of the date of this memorandum, a response to that request remains pending.
The scope of the DOJ inquiry encompasses potential violations of U.S. sanctions laws, including programs administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, and U.S. export control regulations administered by the Bureau of Industry and Security ("BIS") of the U.S. Department of Commerce. The conduct at issue arises principally from activities undertaken at Dunmore Trading International Ltd. ("DTI"), Dunmore's Dubai-based trading desk, during a period spanning approximately March 2020 through April 2022.
The key counterparties identified to date include: Petronova Trading FZE, a Dubai-based trading entity; Volkhov Industrial Group JSC, a Russian industrial conglomerate that was added to the OFAC Specially Designated Nationals and blocked Persons List ("SDN List") on April 6, 2022, under Executive Order 14024, and which had previously been subject to sectoral sanctions under Directive 2 pursuant to Executive Order 13662 since November 15, 2019; Zenith Petroleum DMCC, another Dubai-based trading entity; and Caspian Logistik GmbH, a Hamburg-based logistics and shipping company.
The key individuals whose conduct is the subject of this investigation include Derek Hargrave (President, DTI), Natasha Sorokin (Senior Trader, DTI), Omar Al-Rashidi (Head of Middle East Operations, DTI), Yves Leclerc (Director of Logistics & Shipping, DTI), Gerald Fisk (Chief Compliance Officer, Dunmore), Rajesh Malhotra (Controller, DTI), and Tobias Engel (Managing Director, Dunmore Renewables GmbH).
Calderwood & Harkness was engaged by Dunmore on April 14, 2022. Litigation hold notices were issued to relevant custodians on April 20, 2022, covering all categories of documents and data potentially responsive to the subpoena and relevant to the internal investigation.
This memorandum organizes the investigation into six principal workstreams, each with assigned teams, defined scopes, deliverables, timelines, and reporting protocols. The workstreams are designed to proceed on parallel tracks to satisfy both the Firm's obligations under the grand jury subpoena and the independent fact-finding objectives of the internal investigation. The six workstreams are: (1) Sanctions Legal Analysis; (2) Export Controls Analysis; (3) Forensic Accounting & Financial Analysis; (4) Document Collection, Review & Production; (5) Witness Interviews; and (6) Compliance Program Assessment & Remediation Planning.
II. Background
A. The Client
Dunmore Energy Holdings Ltd. is an exempted company incorporated with limited liability under the laws of the Cayman Islands, Cayman Company Registration No. MC-334821, with its registered office at Harbour Place, 4th Floor, 103 South Church Street, George Town, Grand Cayman KY1-1002. Dunmore maintains its operational headquarters at 1200 McKinney Street, Suite 3400, Houston, Texas 77010.
Dunmore operates in the global oil and gas exploration, production, and trading sectors, with an expanding presence in renewable energy development. For fiscal year 2021, the company reported revenues of approximately $4.87 billion, as reflected in its audited financial statements prepared by Ashford & Whitmore LLP. Dunmore employs approximately 3,200 individuals globally, across operations in the Americas, Europe, the Middle East, and West Africa.
Dunmore's corporate structure includes the following key subsidiaries relevant to this investigation:
• Dunmore Trading International Ltd. ("DTI"): Incorporated and licensed in the Dubai International Financial Centre ("DIFC"), DIFC License No. CL-4827, with offices at Level 14, Gate Building 3, DIFC, Dubai, United Arab Emirates. DTI is the entity principally at issue in this investigation, serving as Dunmore's primary crude oil and refined products trading desk. DTI is the entity through which the transactions with Petronova Trading FZE, Zenith Petroleum DMCC, and Caspian Logistik GmbH were executed.
• Dunmore upstream Americas LLC ("DUA"): A Delaware limited liability company with its principal office at 1200 McKinney Street, Suite 3400, Houston, Texas 77010; EIN 84-2937561; registered agent at 1209 Orange Street, Wilmington, Delaware 19801. DUA manages Dunmore's exploration and production assets in North America and Latin America.
• Dunmore Renewables GmbH: A German limited liability company with its registered office at Überseeallee 12, 20457 Hamburg, Germany. Dunmore Renewables manages the company's renewable energy development portfolio in Europe. The Managing Director, Tobias Engel, has been identified as potentially involved in at least one transaction with Caspian Logistik GmbH that is within the scope of this investigation.
• Dunmore Exploration West Africa Ltd. ("DEWA"): Incorporated in Nigeria with offices at 14B Kofo Abayomi Street, Victoria Island, Lagos, Nigeria. DEWA manages Dunmore's exploration and production assets in West Africa. While DEWA is not directly implicated in the conduct at issue, certain document preservation obligations and potential responsive materials may exist at this subsidiary.
Dunmore's ownership structure is as follows:
• Greystone Capital Partners Fund IV, L.P. holds a 62.5% equity interest in Dunmore. The general partner of Greystone Capital Partners Fund IV is Greystone Capital Management LLC, whose Managing Partner is Richard Fairbanks. Greystone's outside counsel is Harwood & Pennington LLP, with lead partner Arthur Pennington III. Greystone is the controlling shareholder and its interests, information rights, and cooperation in this investigation are critical.
• Dunmore management holds a 22.5% equity interest through management equity and carried interest arrangements, the details of which are set forth in the company's Shareholders' Agreement and Management Incentive Plan.
• Thornbury Infrastructure Fund II, L.P. holds a 15% equity interest. The general partner of Thornbury Infrastructure Fund II is Thornbury Asset Management Ltd., whose Managing Director is Helen Cresswell. Thornbury is a passive financial investor with information rights under the Shareholders' Agreement.
The key members of Dunmore's senior management relevant to this investigation are:
• Callum Renshaw, Chief Executive Officer, based in Houston. Mr. Renshaw has served as CEO since 2018 and oversees all aspects of the company's operations, including the trading desk at DTI.
• Sandra Whitfield, Chief Financial Officer, based in Houston. Ms. Whitfield is responsible for all financial reporting, treasury, and finance operations.
• Marcus Wellbourne, Esq., General Counsel, based in Houston. Mr. Wellbourne serves as the company's chief legal officer and is the primary client contact for this engagement. Mr. Wellbourne retained Calderwood & Harkness on April 14, 2022, after receiving notification of the potential exposure from Gerald Fisk.
• Gerald Fisk, Chief Compliance Officer, based in Houston. Mr. Fisk heads Dunmore's global compliance function. Significantly, Mr. Fisk identified the potential sanctions exposure on April 11, 2022, during a routine OFAC screening refresh, and promptly notified General Counsel Wellbourne. However, Mr. Fisk's role and potential culpability in allowing suspect transactions to proceed during the relevant period without detection or escalation must be independently evaluated as part of this investigation. His dual status as both the individual who surfaced the issue and a potentially culpable party creates sensitivities that will need to be carefully managed throughout the investigation.
B. Genesis of the Inquiry
The events giving rise to this investigation unfolded in rapid succession beginning in early April 2022:
April 6, 2022: OFAC added Volkhov Industrial Group JSC to the SDN List under Executive Order 14024, imposing full blocking sanctions on the entity and its property and interests in property. Volkhov Industrial Group JSC is chaired by Arkady Volkhov, a Russian national, with headquarters at 12 Kutuzovsky Prospekt, Moscow 121248, Russia. Volkhov Industrial Group is a diversified industrial conglomerate with operations spanning the energy, metals, and infrastructure sectors in the Russian Federation and internationally. Prior to its SDN designation, Volkhov Industrial Group had been subject to sectoral sanctions under Directive 2 of Executive Order 13662 since November 15, 2019. Directive 2 prohibited U.S. persons from transacting in, providing financing for, or otherwise dealing in new debt of longer than 90 days maturity or new equity issued by entities designated under the Directive and operating in the energy sector of the Russian Federation. The legal distinction between the Directive 2 sectoral sanctions and the full SDN blocking designation is of critical importance to the legal analysis of the conduct at issue and is discussed in greater detail in the Workstream 1 section below.
April 11, 2022: Gerald Fisk, Dunmore's Chief Compliance Officer, conducted a routine OFAC screening refresh triggered by the wave of new designations related to Russia following the Russian invasion of Ukraine in February 2022. During this refresh, Mr. Fisk identified potential historical exposure to Volkhov Industrial Group through Petronova Trading FZE, a Dubai-based trading entity. Petronova's Managing Director is Sergei Volkov, a Russian national residing in the UAE. Mr. Fisk's preliminary review indicated that DTI had conducted multiple crude oil swap transactions with Petronova during the period from approximately June 2020 through February 2022. Mr. Fisk notified General Counsel Marcus Wellbourne of the potential exposure on the same day.
April 14, 2022: Marcus Wellbourne retained Calderwood & Harkness LLP to conduct an internal investigation. Victoria Chambers was assigned as the responsible partner for the engagement. An initial consultation took place on April 14 between Ms. Chambers, Mr. Wellbourne, and Mr. Fisk, during which the general contours of the potential exposure were discussed.
April 19, 2022: The DOJ National Security Division, Counterintelligence and Export Control Section, issued grand jury subpoena GJ No. 22-418 through the U.S. District Court for the District of Columbia (Grand Jury 22-2). The subpoena was served on Dunmore via its registered agent in Houston, Texas. The lead prosecutor assigned to the matter is AUSA Meredith Calloway, with additional prosecutors Trial Attorney Samuel Kovacs and Trial Attorney Diana Pressman. The assigned FBI Case Agent is Special Agent Paul Reinhardt of the FBI Counterintelligence Division, Washington Field Office. The OFAC Liaison for the investigation is Compliance Analyst Erin Matsuda of the Office of Foreign Assets Control, U.S. Department of the Treasury. The involvement of multiple agencies underscores the seriousness of the inquiry and suggests that the investigation has been underway for some time prior to the issuance of the subpoena.
The timing of the subpoena — issued only five days after Calderwood & Harkness was engaged and thirteen days after Volkhov's SDN designation — suggests that the government investigation may have been underway independently and was likely triggered by the same designation event or by intelligence gathered prior to the designation. It is also possible that the government received information from a confidential source, cooperating witness, or through other investigative means. The genesis and scope of the government's pre-existing investigation is unknown at this time but should be assessed through careful analysis of the subpoena's specificity and through communications with the prosecution team.
C. Scope of the Grand Jury Subpoena
Grand jury subpoena GJ No. 22-418 seeks the production of all documents from January 1, 2019, to the present, related to the following categories:
(a) Petronova Trading FZE, including but not limited to all contracts, correspondence, invoices, bills of lading, payment records, and communications with or relating to Petronova Trading FZE or any of its officers, directors, employees, or agents;
(b) Volkhov Industrial Group JSC, including but not limited to all contracts, correspondence, invoices, bills of lading, payment records, and communications with or relating to Volkhov Industrial Group JSC or any of its officers, directors, employees, agents, subsidiaries, or affiliates;
(c) Zenith Petroleum DMCC, a Dubai-based trading entity with offices at Unit 2201, Jumeirah Bay Tower X2, Cluster X, Jumeirah Lakes Towers, Dubai, UAE, and whose Managing Director is Farhan Qureshi. The subpoena seeks all documents related to transactions, communications, and business relationships with Zenith Petroleum;
(d) Caspian Logistik GmbH, a Hamburg-based logistics and shipping company with offices at Mönckebergstraße 22, 20095 Hamburg, Germany, and whose Managing Director is Klaus Weidemann. The subpoena seeks all documents related to shipping, logistics, and export transactions facilitated by or through Caspian Logistik;
(e) Any transaction involving Russian-origin crude oil or refined petroleum products, including but not limited to swaps, trades, purchases, sales, and brokerage arrangements;
(f) Any export of oilfield equipment or components to Russia, Belarus, or to entities on the OFAC SDN List, the BIS Entity List, or the BIS Denied Persons List, including but not limited to export licenses, end-user certificates, shipping documentation, and customs records.
The breadth of the subpoena is notable. The January 1, 2019, start date extends approximately fifteen months before the earliest conduct we have thus far identified (the crude oil swap transactions beginning approximately June 2020), suggesting that the government may be investigating earlier conduct or a longer pattern of activity. The subpoena categories encompass not only the specific counterparties identified but also the broader categories of Russian-origin crude oil transactions and oilfield equipment exports, which may sweep in additional transactions and counterparties not yet identified.
D. Preliminary Identification of Conduct at Issue
Based on the initial review conducted by this Firm between April 14 and April 22, 2022, including preliminary discussions with Marcus Wellbourne and Gerald Fisk, and a limited review of trading records made available by DTI, we have identified three principal areas of potentially violative conduct:
Crude Oil Swap Transactions. DTI entered into approximately fourteen crude oil swap transactions with Petronova Trading FZE and Zenith Petroleum DMCC between approximately June 2020 and February 2022, with an aggregate notional value of approximately $218.7 million. Preliminary indications suggest that some of these transactions involved crude oil ultimately sourced from or destined for entities controlled by or affiliated with Volkhov Industrial Group JSC. If Petronova Trading FZE is determined to be owned or controlled 50% or more by Volkhov Industrial Group (an SDN-listed entity as of April 6, 2022, and a Directive 2 entity since November 15, 2019), transactions with Petronova during the relevant period may have violated the prohibitions of Directive 2 under E.O. 13662 (for transactions occurring between November 15, 2019, and April 5, 2022) and the full SDN blocking prohibitions under E.O. 14024 (for any transactions occurring on or after April 6, 2022). The precise nature, structure, and dollar amount of each transaction, as well as the degree to which Dunmore personnel had knowledge of or reason to know about Volkhov connections, remain to be fully investigated.
Oilfield Equipment Exports. DTI and/or related Dunmore entities appear to have facilitated the export of oilfield drilling equipment and components to end users in Russia via Caspian Logistik GmbH during the period from approximately August 2020 through January 2022. The equipment at issue potentially falls within Export Control Classification Numbers ("ECCNs") 2B350 and 2B999 under the Commerce Control List, and the aggregate value of these shipments is approximately $12.4 million. Preliminary review suggests that the end-user certifications associated with these shipments may contain false or misleading information regarding the ultimate destination and end users of the equipment, potentially constituting violations of EAR §746.5 (Russia/Belarus sanctions) and OFAC prohibitions on exports to blocked persons or entities. The role of Yves Leclerc, DTI's Director of Logistics & Shipping, in arranging these shipments, and his knowledge of the true end users, is a critical area of investigation. Additionally, at least one transaction appears to involve Dunmore Renewables GmbH and its Managing Director, Tobias Engel, which introduces German regulatory and jurisdictional considerations.
Payment Structuring. Preliminary review has identified indications that payments associated with some of the transactions described above were routed through intermediary accounts at Crescent Commercial Bank PJSC, a DIFC-licensed bank located at Al Maktoum Tower, DIFC, Dubai, with Khalid Mansour serving as the relationship manager for the relevant accounts. The preliminary indication is that approximately $34.2 million in payments were structured across approximately 127 individual transactions during the period from March 2020 through March 2022, potentially designed to obscure the beneficial ownership of payment recipients with connections to Volkhov Industrial Group. The involvement of Rajesh Malhotra, DTI's Controller, in authorizing or facilitating these payment structures is an area requiring thorough forensic analysis.
These three areas of conduct will be fully investigated across the workstreams described in Section IV below. It should be emphasized that these are preliminary identifications based on limited information; the scope and nature of the conduct at issue may expand or narrow as the investigation proceeds.
III. Investigation Objectives
The internal investigation is designed to accomplish the following objectives, which will guide all workstreams and inform the Firm's strategic recommendations to Dunmore:
1. Determine the full scope, nature, and dollar value of transactions between DTI and Petronova Trading FZE, Zenith Petroleum DMCC, and Caspian Logistik GmbH. This includes identifying all transactions within and potentially beyond those preliminarily identified, establishing the precise terms, pricing, and settlement mechanics of each transaction, and tracing the flow of goods and payments associated with each.
2. Identify whether and to what extent those transactions involved Volkhov Industrial Group JSC or its affiliates, directly or indirectly, including through the OFAC 50% Rule. This requires a comprehensive beneficial ownership analysis of Petronova Trading FZE, Zenith Petroleum DMCC, and Caspian Logistik GmbH, as well as an examination of the ultimate sources and destinations of crude oil and equipment involved in the transactions at issue.
3. Assess whether transactions violated OFAC-administered sanctions programs, specifically Directive 2 under Executive Order 13662 and the full SDN blocking sanctions under Executive Order 14024, as well as the underlying statutory authority of the International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C. §§ 1701–1706.
4. Determine whether oilfield equipment exports violated the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, specifically §746.5 (Russia/Belarus sanctions), and the underlying statutory authority of the Export Control Reform Act ("ECRA"), 50 U.S.C. §§ 4801–4852.
5. Identify culpable individuals, assess their knowledge, intent, and roles in the conduct at issue. This is essential both for the company's cooperation obligations to the DOJ and for determining the appropriate employment, indemnification, and administrative leave decisions.
6. Evaluate the adequacy of Dunmore's pre-existing sanctions and export controls compliance program as of the time the transactions at issue occurred and at the present time, including the effectiveness of OFAC screening protocols, counterparty due diligence procedures, training programs, and escalation mechanisms.
7. Assess the jurisdictional nexus for the application of U.S. sanctions and export control laws to DTI and its employees, including the U.S. person analysis under IEEPA and OFAC regulations. This analysis is particularly important given that DTI is a DIFC-licensed entity operating in Dubai, and its employees include non-U.S. persons. The analysis must also address Natasha Sorokin's status as a Russian-American dual national.
8. Trace payment flows and determine whether payments were structured to evade sanctions compliance, including analyzing the intermediary accounts at Crescent Commercial Bank PJSC and identifying the beneficial owners of payment recipients.
9. Develop a cooperation strategy with the DOJ under the Corporate Enforcement Policy, including the timing and substance of proffers, the scope and pace of document productions, and the identification of cooperating witnesses.
10. Evaluate whether to recommend voluntary self-disclosure ("VSD") to OFAC and/or BIS, including an assessment of the benefits, risks, and timing considerations associated with such disclosures.
11. Inform remediation of compliance deficiencies identified through the investigation, including the design and implementation of an enhanced sanctions and export controls compliance program that meets the standards set forth in the DOJ's Evaluation of Corporate Compliance Programs and OFAC's Framework for Compliance Commitments.
12. Preserve and protect attorney-client privilege and work product throughout all aspects of the investigation, consistent with the protocols set forth in Section VIII of this memorandum.
IV. Investigation Workstreams
The investigation is organized into six principal workstreams, each with a designated lead, supporting team members, defined scope, and specific deliverables. While each workstream has distinct responsibilities, extensive coordination among workstreams is essential to the success of the investigation. Weekly workstream coordination calls, chaired by Jasmine Thornton, will ensure that findings in one workstream inform and guide the work of others.
Workstream 1: Sanctions Legal Analysis
Lead: Conrad Reeves, Senior Counsel, Export Controls & Sanctions (Washington, D.C.)
Supporting: Jasmine Thornton, Lead Associate (Washington, D.C.)
Scope. Workstream 1 is responsible for developing the legal framework within which all other workstreams will operate. This workstream will produce the foundational legal analyses that will guide the factual investigation and ultimately inform the Firm's legal conclusions and recommendations.
The principal tasks of Workstream 1 are as follows:
Comprehensive Analysis of Applicable OFAC Programs. Conrad Reeves will prepare a detailed memorandum analyzing the OFAC sanctions programs applicable to the conduct at issue. This analysis will encompass Executive Order 14024, issued April 15, 2021, which expanded the sanctions framework applicable to the Russian Federation and authorized the blocking of property and interests in property of entities operating in specified sectors of the Russian economy; Directive 2 under Executive Order 13662, which imposes sectoral sanctions on entities operating in the energy sector of the Russian Federation; and the implementing regulations at 31 C.F.R. Part 589 (Ukraine-/Russia-Related Sanctions Regulations). The memorandum will address the scope of prohibited transactions under each program, the definitions of key terms (including "U.S. person," "interest in property," "new debt," and "new equity"), and the penalties and enforcement mechanisms available to OFAC and the DOJ.
OFAC 50% Rule Analysis. A central question in this investigation is whether Petronova Trading FZE is owned or controlled 50% or more, individually or in the aggregate, by one or more persons on the SDN List — specifically, by Volkhov Industrial Group JSC and/or Arkady Volkhov. Under OFAC's 50% Rule, as set forth in OFAC's Revised Guidance on Entities Owned by Persons Whose Property and Interests in Property are blocked (August 13, 2014), an entity owned 50% or more by one or more blocked persons is itself considered blocked, regardless of whether that entity is separately listed on the SDN List. If Petronova is determined to be a blocked entity under the 50% Rule, all transactions with Petronova during the period of Volkhov's designation would constitute potential violations. This analysis will be coordinated with Workstream 3 (Forensic Accounting), which will be responsible for the beneficial ownership tracing necessary to support the legal conclusion.
Beneficial Ownership Tracing. Workstream 1 will direct the beneficial ownership tracing of Petronova Trading FZE, with particular focus on the relationship between Sergei Volkov (Managing Director of Petronova, Russian national, UAE resident) and Arkady Volkhov (Chairman of Volkhov Industrial Group JSC). The name similarity and nationality of these individuals raises an obvious question as to whether they are related (familially or otherwise) and whether Sergei Volkov serves as a front or nominee for Arkady Volkhov's interests. The analysis will also address the beneficial ownership of Zenith Petroleum DMCC (Managing Director Farhan Qureshi) and any connections to the Volkhov network.
U.S. Person Jurisdictional Nexus Analysis. A threshold issue in this investigation is the extent to which DTI, a DIFC-licensed entity operating in Dubai, and its employees are subject to U.S. jurisdiction under IEEPA and OFAC's regulations. The analysis will examine: (a) whether DTI qualifies as a "U.S. person" under the relevant regulations by virtue of its ownership by Dunmore (a Cayman Islands holding company with U.S. operational headquarters and U.S. subsidiary entities); (b) whether any DTI employees are "U.S. persons" by virtue of citizenship, permanent residency, or other connecting factors; (c) the status of Natasha Sorokin as a Russian-American dual national who is likely a U.S. person subject to U.S. sanctions law regardless of her physical location; and (d) whether any of the transactions at issue involved U.S. dollar clearing through U.S. financial institutions, which could independently establish U.S. jurisdiction.
IEEPA Criminal Liability Framework. Workstream 1 will analyze the criminal liability framework under IEEPA, 50 U.S.C. §§ 1701–1706, with particular attention to the willfulness, knowledge, and scienter standards applicable to criminal violations. Under 50 U.S.C. § 1705(c), criminal penalties apply to any person who "willfully commits, willfully attempts to commit, or willfully conspires to commit, or aids and abets in the commission of" a violation of the statute or any regulation issued thereunder. The meaning of "willfulness" in this context — and the extent to which knowledge of the specific OFAC regulations is required, as distinct from knowledge of the underlying facts — is a critical issue that will inform the individual exposure analysis.
Timeline of Volkhov Designations. The legal analysis must carefully distinguish between two periods: (i) the period during which Volkhov Industrial Group was designated only under Directive 2 of E.O. 13662 (November 15, 2019, through April 5, 2022), during which only certain specific types of transactions were prohibited; and (ii) the period beginning April 6, 2022, when Volkhov was designated on the SDN List under E.O. 14024, imposing full blocking sanctions. Transactions that may have been permissible (or at least not clearly prohibited) under the sectoral sanctions of Directive 2 may nevertheless have been prohibited if they involved new debt or equity, or may take on a different character in light of the subsequent full blocking designation. This temporal distinction is of the highest importance to the legal analysis and will significantly influence the severity of the potential violations.
Deliverables.
• Legal memorandum on applicable sanctions framework, covering E.O. 14024, Directive 2 under E.O. 13662, and 31 C.F.R. Part 589 (target completion: April 27, 2022)
• U.S. person jurisdictional nexus analysis memorandum, addressing DTI, its employees, and Natasha Sorokin's dual nationality (target completion: early May 2022, approximately May 10, 2022)
• Memorandum on Volkhov designation history and 50% Rule analysis, including the legal implications of the Directive 2 vs. SDN List designations (target completion: mid-June 2022, approximately June 20, 2022)
• Memorandum on Petronova Trading FZE beneficial ownership, coordinated with Workstream 3 forensic accounting findings (target completion: to be determined based on Workstream 3 progress, estimated mid-2022)
Workstream 2: Export Controls Analysis
Lead: Conrad Reeves, Senior Counsel, Export Controls & Sanctions (Washington, D.C.)
Supporting: Liam Donahue, Working Associate (New York)
Scope. Workstream 2 is responsible for analyzing the legal and factual issues related to the oilfield equipment export transactions facilitated by or through Caspian Logistik GmbH. This workstream operates in close coordination with Workstream 1 (to the extent OFAC sanctions overlap with export control prohibitions) and Workstream 3 (for financial tracing of export transactions).
EAR §746.5 Analysis. The primary legal framework for analysis is EAR §746.5, which implements Russia/Belarus-related export controls. Liam Donahue, under the supervision of Conrad Reeves, will prepare a comprehensive memorandum analyzing the application of §746.5 to the oilfield equipment shipments identified to date. The analysis will address the scope of the license requirement, the availability (or non-availability) of license exceptions, and the specific prohibitions applicable to exports and reexports of items subject to the EAR to Russia or Belarus, or to designated end users in those countries.
ECCN Classification Review. The equipment exported through Caspian Logistik GmbH has been preliminarily identified as potentially falling within ECCN 2B350 (chemical manufacturing facilities, equipment, and components) and ECCN 2B999 (specific processing equipment not controlled by ECCN 2B350 or other ECCNs). A thorough classification review is required to confirm whether the equipment at issue is properly classified under these ECCNs, and if so, whether the classifications trigger license requirements under §746.5. This review will require obtaining detailed technical specifications of the equipment from DTI and Dunmore upstream Americas LLC, and may require consultation with outside technical experts if the equipment descriptions in the available documentation are insufficient for classification purposes.
End-User Certification Review. A critical area of investigation is the review of end-user certifications associated with the shipments facilitated by Caspian Logistik GmbH. Preliminary indications suggest that the end-user certifications may contain false or misleading information regarding the ultimate destination and end users of the equipment, potentially identifying non-Russian end users when the equipment was in fact destined for entities in Russia. If the end-user certifications were falsified, this would constitute a separate and serious violation of the EAR and could give rise to criminal liability under ECRA. The identity of the individuals who prepared, reviewed, and approved the end-user certifications must be established.
Individual Knowledge Assessment (Yves Leclerc). Workstream 2 will focus particular attention on the role and knowledge of Yves Leclerc, DTI's Director of Logistics & Shipping. Mr. Leclerc was responsible for arranging logistics and shipping for the equipment exports at issue, and preliminary information suggests that he was the primary point of contact with Caspian Logistik GmbH and its Managing Director, Klaus Weidemann. The investigation must determine whether Mr. Leclerc had knowledge of the true end users of the equipment in Russia, whether he participated in or was aware of the falsification of end-user certifications, and the extent to which he escalated (or failed to escalate) any concerns to compliance or management.
ECRA Criminal Liability Framework. Workstream 2 will analyze the criminal liability framework under the Export Control Reform Act ("ECRA"), 50 U.S.C. §§ 4801–4852, including the mens rea requirements for criminal violations and the penalties available under the statute. ECRA provides for criminal penalties for willful violations of the EAR, including imprisonment and substantial fines. The analysis will address the interplay between ECRA criminal liability and IEEPA criminal liability for conduct that may violate both export controls and sanctions.
Dunmore Renewables GmbH Transaction. At least one transaction involving oilfield equipment exports appears to have been conducted through or in connection with Dunmore Renewables GmbH, the Hamburg-based subsidiary managed by Tobias Engel. This transaction requires separate analysis because it raises questions about the use of the renewables subsidiary as a vehicle for export transactions that may have been intended to circumvent compliance controls. The Tobias Engel transaction also introduces German regulatory considerations, including potential violations of EU sanctions and export control regulations. Coordination with German counsel may be necessary to address the regulatory overlap between U.S. EAR requirements and German/EU export control regimes, as well as any employee privacy or data protection issues that may arise in connection with document collection and witness interviews in Germany.
Deliverables.
• EAR analysis memorandum, addressing §746.5 applicability, ECCN classifications, and the license requirement framework (target completion: May 5, 2022)
• Caspian Logistik export shipment analysis, including a detailed review of each identified shipment, end-user certifications, and the roles of Yves Leclerc and Klaus Weidemann (target completion: mid-July 2022, approximately July 20, 2022)
• Tobias Engel / Dunmore Renewables GmbH transaction review, addressing the specifics of the transaction and the German regulatory implications (target completion: early October 2022)
Workstream 3: Forensic Accounting & Financial Analysis
Lead: Jasmine Thornton, Lead Associate (Washington, D.C.)
External Consultant: Ridgeline Advisory Group LLC, Engagement No. RAG-2022-0319, Engagement Lead Dr. Margaret Liu, CPA, CFE, located at 1825 Connecticut Avenue NW, Suite 400, Washington, DC 20009. Ridgeline was retained on May 2, 2022, following a competitive evaluation of three forensic accounting firms.
Supporting: Nicholas Ferreira, Associate (Houston)
Scope. Workstream 3 is the financial engine of the investigation. This workstream, in close coordination with the forensic accounting team at Ridgeline Advisory Group, is responsible for tracing the financial flows associated with the transactions at issue, identifying connections between DTI's counterparties and Volkhov Industrial Group, and calculating the financial impact of the potentially violative transactions for disgorgement and penalty purposes.
Crude Oil Swap Transaction Tracing. The primary task is the forensic tracing of all crude oil swap transactions between DTI and Petronova Trading FZE and Zenith Petroleum DMCC during the period from approximately June 2020 through February 2022. The approximately fourteen transactions totaling approximately $218.7 million in notional value must be individually analyzed to determine: (a) the terms, pricing, and settlement mechanics of each transaction; (b) the identity of the ultimate source(s) and destination(s) of the crude oil involved; (c) whether any transactions involved crude oil sourced from or destined for Volkhov-controlled entities or facilities; (d) the specific counterparty for each transaction (Petronova or Zenith, or both); and (e) any commissions, fees, or other payments associated with each transaction. Ridgeline Advisory Group will be responsible for conducting this analysis, under the direction and at the instruction of Calderwood & Harkness attorneys, to preserve work product protection.
Payment Flow Analysis. A critical component of the forensic investigation is the analysis of payment flows through intermediary accounts at Crescent Commercial Bank PJSC. Preliminary indications suggest that approximately $34.2 million in payments were structured across approximately 127 individual transactions during the period from March 2020 through March 2022, and that the structuring of these payments was designed to obscure the beneficial ownership of the payment recipients and their connections to Volkhov Industrial Group. Ridgeline will analyze the payment records obtained from DTI and, to the extent available, from Crescent Commercial Bank, to trace the flow of funds from origination to ultimate recipient. The role of Khalid Mansour, the relationship manager at Crescent Commercial Bank for the relevant accounts, will also be examined, though it is noted that Crescent Commercial Bank is a third-party institution and cooperation in producing records may need to be compelled or negotiated separately. This analysis must also assess whether the pattern and amounts of payments are consistent with intentional structuring to avoid reporting thresholds or compliance triggers.
Beneficial Ownership Tracing. In coordination with Workstream 1, Ridgeline will conduct beneficial ownership tracing of payment recipients to determine whether they are owned or controlled by Volkhov Industrial Group or its affiliates. This analysis will include corporate registry searches in multiple jurisdictions, review of publicly available information, and analysis of internal DTI know-your-customer ("KYC") and due diligence files.
Oilfield Equipment Export Transactions. Workstream 3 will also analyze the approximately $12.4 million in oilfield equipment export transactions facilitated by Caspian Logistik GmbH, including the financial terms, payment flows, and the involvement of Dunmore entities (DTI and/or Dunmore Renewables GmbH) in financing or facilitating the shipments.
Net Profits Calculation. For potential disgorgement purposes, Ridgeline will calculate the net profits derived by Dunmore from each tainted transaction. This calculation will be essential to the Firm's negotiations with the DOJ regarding potential penalties and as part of any resolution agreement.
Rajesh Malhotra Analysis. Workstream 3 will include a focused review of the records and activities of Rajesh Malhotra, DTI's Controller, who was responsible for authorizing payments and maintaining financial records at the trading desk. The investigation must determine the extent of Mr. Malhotra's knowledge of the payment structuring, his awareness of the identity and beneficial ownership of payment recipients, and whether he raised or failed to raise any concerns about the transactions to compliance or management.
Coordination with Ashford & Whitmore LLP. As needed, Workstream 3 will coordinate with Ashford & Whitmore LLP, Dunmore's outside auditor, through Engagement Partner Kenneth Ashford, regarding the company's internal controls over trade finance transactions. This coordination must be carefully managed to avoid jeopardizing the audit relationship or creating Sarbanes-Oxley or other regulatory complications, though we note that Dunmore, as a private company, is not directly subject to SOX. Nonetheless, the auditor's assessment of internal controls will be relevant to the compliance program evaluation in Workstream 6.
Deliverables.
• Preliminary forensic findings summary, presenting initial results of transaction tracing, payment flow analysis, and beneficial ownership tracing (target completion: late September 2022)
• Final forensic accounting report, presenting comprehensive findings on all aspects of the financial analysis, including net profits calculations (target completion: Q1 2023; this report was ultimately delivered on April 1, 2023)
Workstream 4: Document Collection, Review & Production
Lead: Thomas Bradshaw, Senior Paralegal, e-discovery Lead (New York)
Supervising Attorney: Liam Donahue, Working Associate (New York)
External Vendor: Nexagen Analytics Inc., Project No. NX-DEH-2204, Project Manager Brian Cavanaugh, located at 100 Broadway, Suite 1400, New York, NY 10005
Paralegal Manager: Elena Vasquez (Washington, D.C.)
Scope. Workstream 4 is responsible for the collection, processing, review, and production of documents responsive to grand jury subpoena GJ No. 22-418, as well as documents relevant to the Firm's internal investigation. Given the multi-jurisdictional nature of Dunmore's operations and the breadth of the subpoena, this workstream involves significant logistical complexity and requires close coordination with all other workstreams.
Multi-Jurisdictional Document Collection. Document collection will be conducted across six jurisdictions: the Cayman Islands, the United Arab Emirates, the United States, Germany, Nigeria, and the United Kingdom. Each jurisdiction presents unique legal, regulatory, and practical challenges related to data privacy, labor and employment law, data localization requirements, and cross-border transfer restrictions. Amara Osei's memorandum dated April 25, 2022, on UAE law considerations for document preservation and collection, provides the initial analysis of UAE-specific requirements, and similar analyses will be prepared for the other non-U.S. jurisdictions as needed.
Custodian Identification and Prioritization. The Data Map Memorandum, targeted for completion on April 28, 2022, will set forth the full custodian list and data sources for the investigation. The following individuals have been identified as priority custodians for initial collection based on their roles and proximity to the conduct at issue:
1. Derek Hargrave, President, DTI (Dubai)
2. Natasha Sorokin, Senior Trader, DTI (Dubai)
3. Omar Al-Rashidi, Head of Middle East Operations, DTI (Dubai)
4. Yves Leclerc, Director of Logistics & Shipping, DTI (Dubai)
5. Gerald Fisk, Chief Compliance Officer (Houston)
6. Rajesh Malhotra, Controller, DTI (Dubai)
7. Callum Renshaw, Chief Executive Officer (Houston)
8. Sandra Whitfield, Chief Financial Officer (Houston)
9. Marcus Wellbourne, General Counsel (Houston) — note: collection from General Counsel requires enhanced privilege review protocols
10. Tobias Engel, Managing Director, Dunmore Renewables GmbH (Hamburg)
Additional custodians will be identified as the investigation progresses and as witness interviews and document review surface additional individuals with knowledge of or involvement in the conduct at issue.
Litigation Hold Notices. Litigation hold notices were issued on April 20, 2022, using a standardized template distributed to all identified custodians. Custodian-specific versions of the hold notice were prepared for Derek Hargrave and Natasha Sorokin, given the heightened sensitivity of their positions and the likelihood that they will be placed on administrative leave. The hold notices cover all categories of documents potentially responsive to the subpoena and relevant to the investigation, including but not limited to electronic communications (email, instant messaging, text messages), electronic documents, physical documents, trading records, financial records, compliance records, and any personal devices used for business communications. All remaining custodian-specific hold notices will be finalized and distributed during the week of April 22, 2022.
E-discovery Protocol and Collection Plan. The e-discovery protocol and collection plan was finalized on May 1, 2022, in coordination with Nexagen Analytics. The protocol addresses the collection methodology for each data source and jurisdiction, the processing specifications (including file format, de-duplication, and metadata preservation), and the quality control procedures to be applied throughout the process. The protocol is designed to ensure defensibility of the collection and production process in the event of any challenge by the government or in subsequent proceedings.
Technology-Assisted Review (TAR). Given the estimated document universe of more than two million documents, technology-assisted review will be implemented by Nexagen Analytics to efficiently and effectively identify documents responsive to the subpoena categories and the investigation objectives. The TAR protocol will include: (a) development of a seed set through manual review by Calderwood & Harkness attorneys and paralegals; (b) iterative training of the predictive coding algorithm using the Nexagen platform; (c) quality control sampling to validate the algorithm's performance; and (d) manual review of all documents identified as responsive by the TAR algorithm, as well as manual review of a sample of documents classified as non-responsive to verify the accuracy of the exclusion.
Search Term Development. In coordination with the substantive workstreams, Liam Donahue will develop search term protocols responsive to subpoena categories (a) through (f) and to the broader investigation objectives. Search terms will include entity names, individual names, OFAC and sanctions-related terminology, export control terminology, trade and commodity terminology, and financial terms relevant to the payment structuring analysis. Search terms will be refined iteratively as the investigation progresses.
Privilege Review Protocol. All documents identified as potentially responsive will undergo privilege review prior to production to the DOJ. The privilege review will be conducted by Calderwood & Harkness attorneys, with support from Nexagen Analytics for initial screening using privilege search terms. Elena Vasquez will coordinate the privilege review process and maintain the privilege log. The privilege review protocol will be developed in coordination with all workstreams to ensure that all categories of privileged communications are captured, including attorney-client communications, work product materials, and communications with outside consultants (Ridgeline Advisory Group and Nexagen Analytics) made at the direction of counsel.
Bates-Stamping Convention. All documents produced to the DOJ will be Bates-stamped using the convention DEH-DOJ-[sequential number], beginning with DEH-DOJ-000001. Documents produced for internal investigation purposes only will use a separate prefix, DEH-INT-[sequential number].
Rolling Production Schedule. The production of documents to the DOJ will be conducted on a rolling basis, with the production schedule to be negotiated with AUSA Calloway and the prosecution team in conjunction with the subpoena return date extension. The goal is to demonstrate good faith and cooperation through timely and organized productions while ensuring adequate time for privilege review.
Document Preservation Compliance. Compliance with document preservation obligations under the laws of each relevant jurisdiction will be monitored by Workstream 4, with support from local counsel as needed. Amara Osei's memorandum on UAE document preservation requirements (April 25, 2022) is the first in a series of jurisdiction-specific analyses that will be prepared to guide the collection and preservation process.
Deliverables.
• Completed TAR review (target: October 2022, with target completion date of October 15, 2022)
• First document production to DOJ, with accompanying privilege log (target: November 2022, with target production date of November 1, 2022)
• Second document production to DOJ, with supplemental privilege log (target: January 2023, with target production date of January 30, 2023)
• Privilege logs to accompany each production, maintained by Elena Vasquez and reviewed by Liam Donahue
Workstream 5: Witness Interviews
Lead: Victoria Chambers, Responsible Partner (Washington, D.C.)
Supporting: Jasmine Thornton (Washington, D.C.), Liam Donahue (New York), Amara Osei (London), Nicholas Ferreira (Houston)
Scope. Workstream 5 is the investigative core of the engagement. Through a comprehensive program of witness interviews, the investigation will develop the factual record necessary to assess the nature and extent of the potential violations, identify culpable individuals, and inform the company's cooperation strategy with the DOJ. The interview program is designed to cover approximately 40 to 50 current and former employees across multiple jurisdictions, organized into three rounds.
Round 1 — Priority Witnesses (Target: May 18 – June 30, 2022). The first round of interviews will target approximately 20 to 25 priority witnesses in Houston, Dubai, and London. These are the individuals with the most direct knowledge of or involvement in the conduct at issue. The priority witnesses include:
• Callum Renshaw (CEO, Houston): To assess his knowledge of DTI's trading activities with Petronova, Zenith, and Caspian; his oversight of the trading desk; and any reports or escalations he may have received regarding compliance concerns.
• Derek Hargrave (President, DTI, Dubai): Mr. Hargrave has supervised the DTI trading desk since 2017 and approved the transactions at issue. The interview must assess his knowledge of Volkhov connections to Petronova and Zenith, his approval process for counterparty relationships and individual transactions, and the basis for his decisions. Mr. Hargrave is likely to be placed on administrative leave prior to or shortly after his interview.
• Natasha Sorokin (Senior Trader, DTI, Dubai): Ms. Sorokin was the primary trader executing the crude oil swap transactions with Petronova and appears to have been the primary point of contact with Sergei Volkov, Petronova's Managing Director. Her knowledge of Volkov's relationship to Arkady Volkhov and Volkhov Industrial Group is a central question. As a Russian-American dual national, she is a U.S. person subject to U.S. sanctions law. Ms. Sorokin is likely to be placed on administrative leave and may retain personal counsel.
• Gerald Fisk (CCO, Houston): Mr. Fisk identified the potential exposure on April 11, 2022, but the investigation must also assess his role in designing, implementing, and overseeing the compliance program that failed to detect or prevent the suspect transactions during the relevant period. Mr. Fisk's potential departure from the company has been discussed. He may retain separate counsel.
• Omar Al-Rashidi (Head of Middle East Operations, DTI, Dubai): Mr. Al-Rashidi oversaw DTI's Middle East operations and has knowledge of the counterparty relationships at issue. Preliminary indications suggest that Mr. Al-Rashidi may be willing to cooperate with the investigation, and his credibility and value as a potential cooperating witness for a DOJ proffer should be assessed.
• Yves Leclerc (Director of Logistics & Shipping, DTI, Dubai): Mr. Leclerc arranged the logistics for the oilfield equipment exports through Caspian Logistik GmbH and is a key witness regarding the end-user certifications and the true destinations of the equipment.
• Sandra Whitfield (CFO, Houston): To assess her knowledge of the financial aspects of the transactions at issue, including the payment flows through Crescent Commercial Bank.
• Rajesh Malhotra (Controller, DTI, Dubai): Mr. Malhotra authorized payments and maintained financial records at DTI. His knowledge of the payment structuring and the identity of payment recipients is critical.
• Marcus Wellbourne (General Counsel, Houston): To establish the timeline of his knowledge of the potential exposure and the steps taken following Mr. Fisk's notification on April 11, 2022. As General Counsel and primary client contact, his interview must be conducted with particular sensitivity to privilege issues.
Round 2 — Follow-Up and Secondary Witnesses (Target: August – September 2022). The second round of interviews will target approximately 15 witnesses and will include: (a) follow-up interviews of Round 1 witnesses where additional information or clarification is needed based on subsequent document review or other witness testimony; and (b) secondary witnesses identified through the first round of interviews, document review, and forensic accounting analysis. These may include traders, compliance analysts, finance and accounting personnel, and operational staff at DTI and other Dunmore entities with knowledge of the transactions, counterparties, or compliance procedures at issue.
Round 3 — Re-Interviews and Newly Identified Witnesses (Target: Q1 2023, approximately February 15 – March 15, 2023). The third round will encompass approximately 10 interviews, including re-interviews of key witnesses in light of the complete factual record developed through the investigation, and interviews of any newly identified witnesses who may have surfaced during the document review, forensic accounting analysis, or earlier interview rounds.
Upjohn Warnings. At the commencement of each witness interview, the interviewing attorney will administer the corporate Miranda warning (commonly known as the "Upjohn warning") as set forth in the Witness Interview Protocol prepared by Victoria Chambers on April 18, 2022. The Upjohn warning will inform each witness that: (a) the attorneys represent the company, not the individual witness; (b) the purpose of the interview is to gather facts in connection with the company's internal investigation; (c) the interview is protected by the attorney-client privilege, but the privilege belongs to the company, not the individual; (d) the company may decide to waive the privilege and disclose the substance of the interview to third parties, including the government; and (e) the witness is requested to keep the substance of the interview confidential. Each witness will be asked to acknowledge their understanding of these admonitions before the interview proceeds.
Interview Memorialization. Each interview will be memorialized in an attorney-client privileged interview memorandum prepared by the interviewing attorney(s). The memoranda will include the date, time, and location of the interview; the identity of all persons present; a summary of the Upjohn warning and the witness's acknowledgment; and a detailed narrative of the substance of the interview. Memoranda will be drafted as attorney work product, reflecting the attorney's mental impressions, legal analysis, and assessment of the witness's credibility and demeanor, to maximize work product protection.
Key Individual Considerations
The following specific considerations apply to key witnesses:
Natasha Sorokin. As a Russian-American dual national, Ms. Sorokin is a U.S. person subject to U.S. sanctions law regardless of her location. She was the primary point of contact with Sergei Volkov and the primary trader executing the crude oil swaps with Petronova. She faces potential individual criminal exposure under IEEPA and is likely to be placed on administrative leave. It is anticipated that she will retain personal counsel. Upon the entry of personal counsel, all communications with Ms. Sorokin regarding the investigation will be conducted through or in coordination with her personal counsel, and information-sharing limitation protocols will be established.
Derek Hargrave. Mr. Hargrave supervised the DTI trading desk since 2017 and approved the transactions at issue. The investigation must assess the full extent of his knowledge of the Volkhov connections to Petronova and Zenith. Administrative leave is likely. It is anticipated that Mr. Hargrave will retain personal counsel, and the same information-sharing protocols will apply.
Gerald Fisk. Mr. Fisk occupies a unique position in this investigation. He is both the individual who identified and reported the potential exposure (on April 11, 2022, acting appropriately and in his capacity as CCO) and a potentially culpable individual whose compliance oversight failures may have allowed the suspect transactions to proceed undetected or unescalated for approximately two years. This duality must be carefully managed. Mr. Fisk's potential departure from the company has been discussed. He may retain separate counsel, and the investigation must assess his conduct independently.
Omar Al-Rashidi. Preliminary indications suggest that Mr. Al-Rashidi may have some knowledge of the Volkhov connections and may be willing to cooperate with the investigation. His credibility and value as a potential cooperating witness for a DOJ proffer should be carefully assessed. If Mr. Al-Rashidi is identified as a potentially valuable cooperator, the Firm should discuss with the client and, as appropriate, with the DOJ, the possibility of presenting Mr. Al-Rashidi's testimony as part of the company's cooperation package.
Individual Counsel Considerations
It is anticipated that at least three key witnesses — Hargrave, Sorokin, and Fisk — will retain personal counsel. Dunmore has indemnification and advancement obligations under Cayman Islands law and the individual employment agreements of certain senior employees. These obligations require the company to advance defense costs to employees who are subject to investigation or legal proceedings arising from their employment, subject to certain limitations and conditions. A separate memorandum analyzing these indemnification obligations is targeted for completion on May 5, 2022 (Jasmine Thornton).
Upon the entry of personal counsel for any witness, the following protocols will apply: (a) all communications with the witness regarding the investigation will be coordinated through the witness's personal counsel; (b) information-sharing limitation protocols will be established to define the categories of information that may and may not be shared between the company's counsel and the individual's counsel; (c) joint defense or common interest agreements with individual counsel may be considered on a case-by-case basis, but should be approached with caution given the potential for diverging interests between the company and individual employees; and (d) Victoria Chambers will approve all determinations regarding information-sharing with individual counsel.
Deliverables.
• Interview memoranda for each witness, prepared as attorney-client privileged work produ

MEMORANDUM

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

MATTER NO.: 1016-00009

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