1016-00009 · Dunmore Energy Holdings · Remediation & Compliance

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ATTORNEY-CLIENT PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

UNANIMOUS WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS OF DUNMORE ENERGY HOLDINGS LTD.

An exempted company incorporated with limited liability under the laws of the Cayman Islands Company Registration No. MC-334821

Registered Office: Harbour Place, 4th Floor, 103 South Church Street George Town, Grand Cayman KY1-1002, Cayman Islands

Operational Headquarters: 1200 McKinney Street, Suite 3400 Houston, TX 77010, USA

Date of Resolution: October 1, 2023

Unanimous Written Resolution in Lieu of Meeting Adopted Pursuant to the Amended and Restated Articles of Association of Dunmore Energy Holdings Ltd.

RE: ADOPTION OF ENHANCED SANCTIONS & EXPORT CONTROLS COMPLIANCE PROGRAM

The undersigned, being all of the members of the Board of Directors (the "Board") of Dunmore Energy Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Company"), acting by unanimous written resolution in lieu of a formal meeting of the Board of Directors pursuant to Article 23.4 of the Amended and Restated Articles of Association of the Company (as amended from time to time, the "Articles"), hereby adopt the following recitals and resolutions, effective as of October 1, 2023:

RECITALS

WHEREAS:

A. Background on the Company

The Company, Dunmore Energy Holdings Ltd. ("Dunmore" or the "Company"), is a strategic private company operating in the oil and gas exploration, production, and trading sectors and the renewable energy development sector, with operations spanning multiple jurisdictions across North America, Europe, the Middle East, and West Africa. The Company reported annual revenues of approximately Four Billion Eight Hundred Seventy Million United States Dollars ($4,870,000,000) for the fiscal year ended December 31, 2021, as audited by Ashford & Whitmore LLP, the Company's independent registered public accounting firm. As of the date of this Resolution, the Company employs approximately 3,200 individuals globally across its parent entity and subsidiaries.

The Company conducts its operations through a number of direct and indirect subsidiaries, including without limitation: (i) Dunmore Trading International Ltd., a company organized and existing under the laws of the Dubai International Financial Centre, United Arab Emirates (DIFC License No. CL-4827), which serves as the Company's principal commodities trading platform; (ii) Dunmore upstream Americas LLC, a limited liability company organized under the laws of the State of Delaware and headquartered in Houston, Texas (Employer Identification Number 84-2937561), which manages the Company's upstream exploration and production activities in the Americas; (iii) Dunmore Renewables GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany and headquartered in Hamburg, which manages the Company's renewable energy development portfolio in Europe; and (iv) Dunmore Exploration West Africa Ltd., a company organized under the laws of the Federal Republic of Nigeria and headquartered in Lagos, which manages the Company's exploration activities in the West African region.

The Company's equity ownership is held as follows: Greystone Capital Partners Fund IV, L.P., a Delaware limited partnership acting through its general partner Greystone Capital Management LLC, holds sixty-two and one-half percent (62.5%) of the Company's outstanding equity interests; the Company's management team collectively holds twenty-two and one-half percent (22.5%) of the Company's outstanding equity interests; and Thornbury Infrastructure Fund II, L.P., a Cayman Islands exempted limited partnership acting through its general partner Thornbury Asset Management Ltd., holds fifteen percent (15.0%) of the Company's outstanding equity interests.

B. The DOJ Inquiry and Internal Investigation

On April 19, 2022, the United States Department of Justice ("DOJ"), National Security Division, Counterintelligence and Export Control Section, opened a formal inquiry and caused to be issued grand jury subpoena GJ No. 22-418, issued by the United States District Court for the District of Columbia, Grand Jury 22-2, directed to the Company and certain of its subsidiaries, concerning potential violations of United States sanctions laws administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, and export control regulations administered by the Bureau of Industry and Security ("BIS") of the U.S. Department of Commerce, arising from activities conducted at Dunmore Trading International Ltd.'s Dubai-based trading desk and related operations.

Prior to the receipt of the grand jury subpoena, upon learning of the potential scope of the government's interest, the Company, on April 14, 2022, retained the law firm of Calderwood & Harkness LLP, 1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006 (Matter No. 1016-00009), to conduct a comprehensive internal investigation into the matters at issue, to manage the Company's response to the DOJ subpoena and related government inquiries, and to advise the Company on remediation measures. Victoria Chambers, Partner and Co-Chair of Calderwood & Harkness's National Security and International Trade Practice, serves as the Responsible Partner for the engagement.

The internal investigation conducted by Calderwood & Harkness, which included the review of approximately 2.3 million documents and electronic communications, interviews of 47 current and former employees and third parties across six jurisdictions, and a comprehensive forensic accounting analysis performed by Ridgeline Advisory Group LLC, identified the following transactions and conduct giving rise to concern:

(i) Between approximately March 2020 and April 2022, Dunmore Trading International Ltd.'s Dubai-based trading desk executed fourteen (14) crude oil swap transactions with an aggregate notional value of approximately Two Hundred Eighteen Million Seven Hundred Thousand United States Dollars ($218,700,000) with two counterparties: Petronova Trading FZE, a free zone establishment organized in the Ras Al Khaimah International Corporate Centre, United Arab Emirates, and Zenith Petroleum DMCC, a company organized in the Dubai Multi Commodities Centre, United Arab Emirates. Of these fourteen transactions, nine (9) transactions with an aggregate notional value of approximately One Hundred Fifty-Six Million Three Hundred Thousand United States Dollars ($156,300,000) were determined, upon investigation, to have involved entities with beneficial ownership ties to or acting on behalf of Volkhov Industrial Group JSC ("Volkhov"), a Russian industrial conglomerate.

(ii) Volkhov Industrial Group JSC was designated by OFAC under Directive 2 of the sectoral sanctions program established pursuant to Executive Order 13662 (relating to the financial services sector of the Russian Federation economy) on November 15, 2019, which imposed restrictions on certain categories of transactions involving Volkhov. On April 6, 2022, Volkhov was further added to the OFAC Specially Designated Nationals and blocked Persons List ("SDN List") pursuant to Executive Order 14024, resulting in full blocking sanctions requiring the blocking of all property and interests in property of Volkhov within U.S. jurisdiction and prohibiting U.S. persons from engaging in transactions with Volkhov.

(iii) The investigation further identified oilfield equipment exports with an aggregate value of approximately Twelve Million Four Hundred Thousand United States Dollars ($12,400,000) from the Company's Houston operations to end users located in the Russian Federation, routed through an intermediary, Caspian Logistik GmbH, a company organized under the laws of the Federal Republic of Germany. These exports potentially violated Section 746.5 of the Export Administration Regulations (15 C.F.R. Part 746), as the exported items included goods classified under Export Control Classification Numbers ("ECCNs") 2B350 and 2B999 on the Commerce Control List, for which licenses were required and not obtained.

(iv) The investigation identified approximately Thirty-Four Million Two Hundred Thousand United States Dollars ($34,200,000) in payments, comprising one hundred twenty-seven (127) individual transactions, routed through accounts held at Crescent Commercial Bank PJSC in a manner that appeared structured to obscure the beneficial ownership interest of Volkhov Industrial Group JSC and its affiliated persons and entities in the underlying transactions.

On May 15, 2023, Calderwood & Harkness submitted a comprehensive one hundred seventy-six (176) page internal investigation report to the DOJ, National Security Division, Counterintelligence and Export Control Section, detailing the findings of the internal investigation, including the transactions at issue, the individuals involved, the compliance failures that permitted such transactions to occur, and the remedial measures undertaken or proposed by the Company.

On June 1, 2023, the Company, through Calderwood & Harkness, filed a voluntary self-disclosure with OFAC pursuant to 31 C.F.R. Part 501, Appendix A, disclosing the transactions identified by the internal investigation that may have constituted apparent violations of OFAC-administered sanctions programs.

C. Compliance Program Assessment and Deficiencies

In connection with the internal investigation, Calderwood & Harkness LLP (through Conrad Reeves, Senior Counsel, Export Controls & Sanctions Practice, and Jasmine Thornton, Lead Associate) completed a detailed assessment of the Company's pre-existing sanctions and export controls compliance program as it existed as of April 2022 (the "Legacy Compliance Program"). This assessment identified material deficiencies in the following areas:

(i) OFAC Screening Protocols: The Company's screening procedures relied on outdated screening software that was not updated in real time, did not screen against the full suite of OFAC-maintained lists, and failed to screen intermediaries, vessel owners, and beneficial owners beyond the immediate contractual counterparty. Secondary manual review of potential hits was inconsistent and not subject to documented escalation procedures.

(ii) Export Classification Procedures: The Company lacked a systematic procedure for classifying goods and technology against the Commerce Control List, resulting in the failure to identify items requiring export licenses under the EAR, including items falling under ECCNs 2B350 and 2B999.

(iii) Third-Party and Counterparty Due Diligence: Know-your-customer and beneficial ownership verification procedures were inadequate, particularly with respect to trading counterparties onboarded through the Dubai trading desk. The Company's due diligence procedures did not systematically apply the OFAC 50% Rule or conduct enhanced due diligence for counterparties with connections to high-risk jurisdictions.

(iv) Escalation Mechanisms: The Company lacked clearly defined written escalation procedures for compliance concerns identified by front-line trading, logistics, or finance personnel. There was no formal mechanism for escalation from the compliance function to the Board of Directors.

(v) Compliance Training: Sanctions and export control training was not mandatory, was not conducted on a regular basis, and was not tailored to the specific risk profile of the Company's trading and export activities. Employees in high-risk functions, including the Dubai trading desk, had not received comprehensive sanctions training within the 24 months preceding the investigation.

(vi) Supervisory Oversight: The former Chief Compliance Officer, Gerald Fisk, lacked sufficient authority, resources, and direct Board access to effectively oversee the Company's compliance program. The compliance function was understaffed and subordinated to the business-line management structure, creating inherent conflicts of interest.

In connection with the investigation and identified deficiencies, the following personnel actions were taken: Gerald Fisk, the former Chief Compliance Officer, departed the Company on June 10, 2022; Derek Hargrave, the former President of Dunmore Trading International Ltd., was separated from the Company effective October 1, 2022; and Natasha Sorokin, former Senior Trader at Dunmore Trading International Ltd., was separated from the Company effective September 15, 2022.

D. Remediation Efforts

Following the identification of the compliance deficiencies described in Recital C above, the Company undertook a series of remediation measures designed to strengthen its sanctions and export controls compliance infrastructure and to prevent the recurrence of the conduct at issue.

On August 1, 2022, the Board appointed Priya Nayar as the Company's new Chief Compliance Officer. Ms. Nayar brings over fifteen years of experience in sanctions and export controls compliance, including prior service in the OFAC Compliance and Enforcement Division, and was retained following an extensive executive search. Ms. Nayar reports directly to the General Counsel and has been afforded direct reporting access to the Board.

On December 15, 2022, the Company retained Pemberton Investors Solutions LLC, a specialized compliance advisory firm headquartered in Washington, D.C. (Lead Consultant: Dr. Anton Bremer, former Deputy Director, OFAC Compliance Programs Division), to design and assist in implementing a comprehensive remediation program addressing each of the deficiencies identified in the Calderwood & Harkness assessment.

On September 15, 2023, Pemberton Investors Solutions delivered to the Company its final remediation report and Enhanced Compliance Program framework (the "Marlowe Asset Management Report"), setting forth detailed recommendations for the design, structure, and implementation of an enhanced sanctions and export controls compliance program tailored to the Company's global operations, risk profile, and the specific compliance failures identified in the internal investigation.

In parallel, Conrad Reeves of Calderwood & Harkness LLP collaborated with Dr. Anton Bremer and the Marlowe Asset Management team to draft the Enhanced Sanctions & Export Controls Compliance Policy (the "Enhanced Policy"), a comprehensive written policy document dated August 1, 2023, which sets forth the substantive requirements, operational procedures, and governance framework for the Enhanced Program.

The Enhanced Program, as embodied in the Enhanced Policy and the Marlowe Asset Management Report, has been designed to align with and satisfy the criteria set forth in the DOJ Evaluation of Corporate Compliance Programs (as updated March 2023) and the DOJ Corporate Enforcement Policy (as updated September 2022), as benchmarked by Calderwood & Harkness. In particular, the Enhanced Program has been designed to demonstrate that the Company has implemented a compliance program that is well-designed, adequately resourced, empowered to function effectively, and works in practice, in accordance with the three fundamental questions posed by the DOJ's evaluation framework.

E. DOJ Cooperation and Disgorgement

Since the commencement of the DOJ inquiry in April 2022, the Company has cooperated fully, proactively, and in good faith with the DOJ's National Security Division, Counterintelligence and Export Control Section. The Company's cooperation has included, without limitation, the following:

(i) The production of four hundred thirty-eight thousand nine hundred sixteen (438,916) responsive documents, Bates-stamped DEH-DOJ-000001 through DEH-DOJ-438916, produced across two production tranches (the first tranche delivered on September 1, 2022, and the second tranche delivered on February 15, 2023), including electronic communications, trading records, compliance files, corporate formation documents, banking records, and internal memoranda;

(ii) The facilitation of forty-seven (47) witness interviews across six jurisdictions (United States, United Arab Emirates, Germany, Nigeria, United Kingdom, and Cayman Islands), including the provision of current and former employees for proffer sessions and informal interviews with government attorneys;

(iii) A comprehensive forensic accounting analysis performed by Ridgeline Advisory Group LLC (Engagement No. RAG-2022-0319; Engagement Lead: Dr. Margaret Liu, CPA, CFE), retained by the Company through Calderwood & Harkness, which traced the flow of funds through the 127 identified payment transactions, analyzed the net economic benefit derived by the Company from the tainted transactions, and identified the counterparty structures and intermediary entities involved;

(iv) Ongoing proffers, submissions, and communications with the assigned government trial team, consisting of Assistant United States Attorney Meredith Calloway (AUSA, U.S. Attorney's Office for the District of Columbia) and Trial Attorneys Samuel Kovacs and Diana Pressman of the DOJ National Security Division; and

(v) The submission of the comprehensive 176-page internal investigation report on May 15, 2023, and the voluntary self-disclosure filed with OFAC on June 1, 2023.

In furtherance of its cooperation and remediation efforts, and based upon the forensic accounting analysis conducted by Ridgeline Advisory Group LLC, the Company intends to make a voluntary disgorgement payment to the United States Treasury in the amount of Eight Million Seven Hundred Fifty Thousand United States Dollars ($8,750,000), representing the estimated net profits derived by the Company from the nine (9) tainted crude oil swap transactions with Volkhov-connected counterparties (calculated as $156,300,000 in aggregate notional value multiplied by an estimated net margin of 5.6%, as determined by Ridgeline Advisory Group's forensic analysis).

The Board recognizes and acknowledges that the adoption and effective implementation of a robust enhanced compliance program is a critical element supporting the Company's request, through Calderwood & Harkness LLP, for a declination of prosecution from the DOJ pursuant to the DOJ Corporate Enforcement Policy, and is further relevant to the Company's voluntary self-disclosure pending with OFAC.

F. Board's Duty and Purpose

The Board of Directors has reviewed in detail the Enhanced Sanctions & Export Controls Compliance Program framework and policy documentation, including the Enhanced Policy (dated August 1, 2023), the Pemberton Investors Solutions remediation report (dated September 15, 2023), the recommendations of Calderwood & Harkness LLP, and the benchmarking analysis prepared by Calderwood & Harkness comparing the Enhanced Program to the requirements and guidance set forth in the DOJ Evaluation of Corporate Compliance Programs (updated March 2023), the DOJ Corporate Enforcement Policy (updated September 2022), the OFAC Compliance Commitments Framework (May 2, 2019), and applicable BIS compliance guidance.

The Board recognizes its fiduciary duty, under applicable Cayman Islands law and the Company's governing documents, to ensure that the Company operates in full compliance with all applicable U.S. and international sanctions laws and regulations, export control regulations (including the EAR and the International Traffic in Arms Regulations, as applicable), and anti-money laundering requirements, and to take all reasonable and appropriate measures to prevent the recurrence of the conduct identified in the internal investigation. The Board further recognizes that the adoption of the Enhanced Program serves the best interests of the Company, its shareholders, its employees, and its stakeholders.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Dunmore Energy Holdings Ltd. hereby adopts the following resolutions:

Resolution 1 — Adoption of the Enhanced Sanctions & Export Controls Compliance Program

RESOLVED, that the Board of Directors hereby adopts the Enhanced Sanctions & Export Controls Compliance Program (the "Enhanced Program"), substantially in the form reviewed by the Board and as prepared by Calderwood & Harkness LLP (Matter No. 1016-00009; Conrad Reeves, Senior Counsel) and Pemberton Investors Solutions LLC (Lead Consultant: Dr. Anton Bremer), including without limitation the Enhanced Sanctions & Export Controls Compliance Policy dated August 1, 2023 (the "Enhanced Policy"), attached hereto as Exhibit A, and the remediation framework set forth in the Pemberton Investors Solutions remediation report dated September 15, 2023, attached hereto as Exhibit B, each of which is incorporated herein by reference as though fully set forth. The Enhanced Program shall become effective as of October 1, 2023.

FURTHER RESOLVED, that the Enhanced Program shall apply to Dunmore Energy Holdings Ltd. and all of its direct and indirect subsidiaries, affiliates, joint ventures (to the extent of the Company's operational control), and controlled entities worldwide, including without limitation: (i) Dunmore Trading International Ltd. (Dubai, United Arab Emirates); (ii) Dunmore upstream Americas LLC (Houston, Texas, United States); (iii) Dunmore Renewables GmbH (Hamburg, Federal Republic of Germany); and (iv) Dunmore Exploration West Africa Ltd. (Lagos, Federal Republic of Nigeria), and all other entities in which the Company holds, directly or indirectly, a controlling equity interest or exercises management control (collectively, the "Covered Entities"). Each Covered Entity shall be required to implement and adhere to the Enhanced Program in its entirety, subject to such modifications as may be necessary to comply with local law, provided that no such modification shall result in a standard of compliance less stringent than that required by the Enhanced Policy.

Resolution 2 — Key Elements of the Enhanced Program

RESOLVED, that the Board of Directors confirms that the Enhanced Program includes, at a minimum, the following components, as more fully described in the Enhanced Policy (Exhibit A) and the Marlowe Asset Management Report (Exhibit B):

(a) OFAC Screening Protocols. The Enhanced Program shall require automated, real-time screening of all counterparties, intermediaries, vessel owners, charterers, insurers, and beneficial owners against the full suite of OFAC-maintained sanctions lists, including the Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List (the "SSI List"), the Foreign Sanctions Evaders List, the Non-SDN Menu-Based Sanctions List, the Non-SDN Palestinian Legislative Council List, and the Correspondent Account or Payable-Through Account Sanctions List, as well as the consolidated sanctions lists maintained by the European Union (including the EU Consolidated Financial Sanctions List), the United Kingdom (including the UK Sanctions List maintained by HM Treasury's Office of Financial Sanctions Implementation), and the United Nations Security Council Consolidated List. Screening shall be performed using commercially available sanctions screening software meeting industry-standard performance benchmarks, with configuration settings calibrated to minimize false negatives. All potential matches shall be subject to mandatory secondary manual review by trained compliance personnel prior to clearance. No transaction shall proceed without documented sanctions clearance from the compliance function.

(b) Export Control Classification and Compliance. The Enhanced Program shall require the mandatory classification of all goods, technology, technical data, and software exported or re-exported by any Covered Entity against the Export Administration Regulations (15 C.F.R. Parts 730–774), including specific protocols and heightened scrutiny for items classified under Export Control Classification Number ("ECCN") 2B350 (chemical manufacturing equipment and related equipment and technology) and ECCN 2B999 (specific processing equipment not controlled by ECCN 2B001 or 2B201). The Enhanced Program shall further include end-user verification procedures, end-use certification requirements, and written end-use and end-user statements for all controlled exports. Exports to sanctioned destinations, including the Russian Federation and the Republic of Belarus under EAR Section 746.5, and to any other destination subject to comprehensive U.S. sanctions, shall be prohibited absent a specific license issued by the Bureau of Industry and Security, with no presumption that such a license will be sought or obtained without prior approval of the Chief Compliance Officer and General Counsel.

(c) Third-Party and Counterparty Due Diligence. The Enhanced Program shall require enhanced know-your-customer ("KYC") and beneficial ownership verification procedures for all trading counterparties, logistics providers, freight forwarders, customs brokers, intermediaries, agents, consultants, and joint venture partners engaged by any Covered Entity. Due diligence procedures shall include, at a minimum: (i) verification of the identity and legal existence of the counterparty; (ii) identification of all natural persons who directly or indirectly own or control fifty percent (50%) or more of the counterparty (consistent with the OFAC 50% Rule set forth in 31 C.F.R. § 501.807 and OFAC guidance); (iii) screening of all identified beneficial owners against applicable sanctions lists; (iv) assessment of the counterparty's geographic footprint, including connections to high-risk jurisdictions; (v) review of adverse media, public records, and litigation history; and (vi) mandatory escalation to the Chief Compliance Officer for any counterparty with any identified connection to OFAC-designated persons or entities, or with material operations in sanctioned jurisdictions. Enhanced due diligence procedures shall be applied to counterparties onboarded through the Dubai, Houston, and Hamburg offices, and to any counterparty involved in transactions exceeding Five Million United States Dollars ($5,000,000) in annual aggregate value.

(d) Transaction Monitoring and Payment Controls. The Enhanced Program shall require the monitoring of all trade finance transactions, letters of credit, wire transfers, and other payment mechanisms utilized by any Covered Entity, with specific red-flag protocols and alerts for: (i) structured or layered payments designed to circumvent sanctions screening or reporting thresholds; (ii) payments routed through intermediary accounts or correspondent banks in jurisdictions with elevated sanctions or money laundering risk; (iii) payments involving entities or individuals flagged during the counterparty due diligence process; (iv) transactions involving unusual payment terms, currencies, or routing instructions; and (v) any other indicia of potential sanctions evasion or export control circumvention. All wire transfers shall be subject to pre-execution sanctions screening. The compliance function shall have authority to hold, delay, or reject any payment pending satisfactory resolution of compliance concerns.

(e) Escalation and Reporting Mechanisms. The Enhanced Program shall establish clear, written escalation procedures governing the process by which potential sanctions or export control compliance concerns are reported from front-line employees through the management chain to the Chief Compliance Officer, General Counsel, and the Board of Directors. The escalation procedures shall include: (i) mandatory reporting by any employee who becomes aware of a potential sanctions or export control violation, a potential match in sanctions screening, or any transaction or business relationship that raises sanctions-related red flags; (ii) defined timelines for escalation at each level; (iii) documentation requirements for all escalations and their resolution; and (iv) a confidential whistleblower mechanism, accessible to all employees globally, that permits anonymous reporting of compliance concerns without fear of retaliation, consistent with the Company's existing whistleblower and non-retaliation policies. The Chief Compliance Officer shall report all confirmed or suspected violations to the General Counsel and, as appropriate, directly to the Board within forty-eight (48) hours of identification.

(f) Employee Training. The Enhanced Program shall require mandatory annual training on OFAC compliance, EAR requirements, sanctions red-flag indicators, counterparty due diligence obligations, escalation procedures, and recordkeeping requirements for all employees in trading, logistics, operations, finance, treasury, legal, and compliance functions across all Covered Entities. Supplemental, role-specific training shall be provided on at least a semi-annual basis for employees in high-risk roles and jurisdictions, including without limitation employees based in the Dubai (Dunmore Trading International Ltd.), Houston (Dunmore upstream Americas LLC), and Hamburg (Dunmore Renewables GmbH) offices, and for any employee directly involved in counterparty onboarding, trade execution, payment processing, or export classification. Training completion shall be tracked electronically, and failure to complete mandatory training within prescribed deadlines shall be escalated to the employee's supervisor and the Chief Compliance Officer. New employee onboarding shall include sanctions and export controls compliance training within thirty (30) days of the employee's start date.

(g) Recordkeeping and Document Retention. The Enhanced Program shall establish enhanced recordkeeping requirements mandating the retention of all sanctions screening results (including both cleared and escalated results), export classification records, end-user and end-use certifications, counterparty and beneficial ownership due diligence files, transaction documentation, training records, escalation and investigation files, and all correspondence with regulators and government agencies. All such records shall be maintained for a minimum period of five (5) years from the date of creation or the date of the last transaction to which the record pertains, whichever is later, or such longer period as may be required by applicable law or regulation. Records shall be maintained in a centralized, auditable format accessible to the Chief Compliance Officer and, upon request, to outside counsel and regulatory authorities.

(h) Periodic Testing, Auditing, and Monitoring. The Enhanced Program shall include an ongoing monitoring, testing, and audit framework designed to assess and ensure the effectiveness of the program on a continuous basis. This framework shall include: (i) annual independent assessments of the Enhanced Program's design, implementation, and operational effectiveness, conducted by a qualified external compliance advisory firm or the Company's internal audit function (with external validation); (ii) quarterly transaction sampling and review, covering a statistically significant sample of transactions across all business lines and Covered Entities; (iii) periodic gap analyses benchmarked against the DOJ Evaluation of Corporate Compliance Programs guidance (as updated from time to time), OFAC Compliance Commitments, and BIS compliance guidance; (iv) annual risk assessments updating the Company's sanctions and export control risk profile in light of changes to the Company's business operations, counterparty base, geographic footprint, and the sanctions and export control regulatory environment; and (v) root-cause analysis for any identified compliance failures, with corrective action plans reported to the Board.

(i) Disciplinary Measures. The Enhanced Program shall include clearly defined disciplinary procedures applicable to all employees, officers, and directors of the Company and the Covered Entities for violations of the Enhanced Program or the Enhanced Policy. Disciplinary measures shall be applied consistently and without regard to the seniority or position of the violator, and shall range from written warnings and mandatory retraining for inadvertent or minor violations to suspension and termination of employment for willful non-compliance, repeated violations, or conduct that results or could result in a violation of applicable sanctions or export control laws. All disciplinary actions taken under the Enhanced Program shall be documented and reported to the Chief Compliance Officer.

Resolution 3 — Authorization of Chief Compliance Officer

RESOLVED, that the Board of Directors hereby authorizes and directs Priya Nayar, Chief Compliance Officer of the Company (appointed by the Board effective August 1, 2022), to implement, administer, and oversee the Enhanced Program across the Company and all Covered Entities, with full authority and responsibility for all aspects of the Enhanced Program's day-to-day operation, including without limitation the adoption of implementing procedures, the development and delivery of training curricula, the supervision of sanctions screening and counterparty due diligence, the management of escalations and investigations, and the coordination with outside counsel and compliance consultants.

FURTHER RESOLVED, that Ms. Nayar shall have direct and unrestricted reporting access to the Board of Directors on all compliance matters. Ms. Nayar shall provide quarterly written reports to the Board of Directors, to be delivered within thirty (30) days following the end of each calendar quarter, addressing at a minimum: (i) the status of Enhanced Program implementation across all Covered Entities; (ii) any potential violations, confirmed violations, or near-miss incidents identified during the reporting period; (iii) training completion rates across all Covered Entities and business functions; (iv) the results of any testing, auditing, or monitoring activities conducted during the reporting period; (v) remediation progress on any previously identified deficiencies or corrective actions; and (vi) any material changes to the sanctions or export control regulatory environment affecting the Company's operations. In addition to quarterly reports, Ms. Nayar shall promptly report to the Board any matter requiring immediate Board attention, including any confirmed or suspected violation of applicable sanctions or export control laws.

FURTHER RESOLVED, that Ms. Nayar is hereby authorized to hire or engage additional compliance personnel, including internal compliance officers and external consultants, as she reasonably determines necessary to implement and maintain the Enhanced Program across all Covered Entities, subject to budgetary approval by Sandra Whitfield, Chief Financial Officer. The Board directs the Chief Financial Officer to give appropriate priority to compliance staffing requests in the Company's budget planning process.

FURTHER RESOLVED, that Ms. Nayar shall have the authority to suspend, delay, or prohibit any transaction, payment, shipment, or business relationship pending completion of a compliance review, without the prior approval of, and without being subject to override by, business-line management, including the heads of the Company's trading, upstream, renewables, and exploration divisions. Any dispute between the compliance function and business-line management regarding the suspension or prohibition of a transaction shall be escalated to Marcus Wellbourne, General Counsel, and, if not resolved, to the Board of Directors. In no event shall a suspended transaction proceed without the written clearance of the Chief Compliance Officer or General Counsel.

Resolution 4 — Budget and Resource Allocation

RESOLVED, that the Board of Directors hereby authorizes the allocation of sufficient financial resources and personnel to implement and maintain the Enhanced Program in a manner consistent with the requirements set forth herein, in the Enhanced Policy (Exhibit A), and in the Marlowe Asset Management Report (Exhibit B). The Board recognizes that the effectiveness of a compliance program depends in significant part on the adequacy of resources dedicated to the compliance function, and directs the Company's management to ensure that the compliance function is not resource-constrained in a manner that would impair its ability to execute the Enhanced Program.

FURTHER RESOLVED, that the Board specifically authorizes the following resource commitments in furtherance of the Enhanced Program:

(i) Ongoing Advisory Engagement. The continued engagement of Pemberton Investors Solutions LLC (Washington, D.C.; Lead Consultant: Dr. Anton Bremer) to provide ongoing advisory support, implementation assistance, and periodic independent assessments during the initial implementation period of the Enhanced Program, which shall extend for a period of not less than eighteen (18) months from the effective date of this Resolution, with the option to extend upon mutual agreement and as the Board or Chief Compliance Officer deems appropriate.

(ii) Screening and Technology Procurement. The procurement of enhanced sanctions screening software and trade compliance technology solutions, including real-time screening platforms, beneficial ownership databases, and trade compliance management systems, to replace the Company's legacy screening infrastructure and to support the operational requirements of the Enhanced Program as described in Resolution 2(a), (b), (c), and (d) above.

(iii) Dedicated Compliance Personnel. The hiring of dedicated compliance officers for the Dubai office (Dunmore Trading International Ltd.) and the Hamburg office (Dunmore Renewables GmbH), each of whom shall report functionally to the Chief Compliance Officer and shall be responsible for the day-to-day administration of the Enhanced Program within their respective jurisdictions. The Board notes that the Dubai and Hamburg offices have been identified as presenting elevated compliance risk due to the nature of their activities and their proximity to sanctioned jurisdictions and high-risk counterparties.

(iv) Training Program Funding. The allocation of funding sufficient to develop, implement, and maintain the employee training program as outlined by Pemberton Investors Solutions and reviewed by Conrad Reeves of Calderwood & Harkness LLP, including costs associated with training platform technology, external training facilitators, translation of training materials into relevant languages, and the administrative costs of tracking and documenting training completion.

Resolution 5 — Cooperation with DOJ and OFAC

RESOLVED, that the Board of Directors hereby reaffirms the Company's commitment to full, transparent, and continuing cooperation with the United States Department of Justice, National Security Division, Counterintelligence and Export Control Section, and the Office of Foreign Assets Control of the United States Department of the Treasury, in connection with the pending inquiry, the voluntary self-disclosure, and any related investigations or proceedings. The Company shall continue to make available documents, witnesses, and information as reasonably requested by the government, consistent with applicable legal privileges and the advice of counsel.

FURTHER RESOLVED, that the Board hereby authorizes Calderwood & Harkness LLP to prepare and submit a supplemental remediation report to the DOJ, National Security Division, documenting the Board's adoption and the Company's implementation of the Enhanced Program, and describing in detail the elements of the Enhanced Program as set forth in this Resolution and the attached Exhibits. The supplemental remediation report shall be submitted at such time and in such form as Victoria Chambers and Conrad Reeves of Calderwood & Harkness determine appropriate, in consultation with the Chief Compliance Officer and General Counsel.

FURTHER RESOLVED, that the Board hereby acknowledges and confirms the Company's voluntary disgorgement of Eight Million Seven Hundred Fifty Thousand United States Dollars ($8,750,000) to the United States Treasury, representing estimated net profits derived from the nine (9) tainted crude oil swap transactions with Volkhov-connected counterparties, as calculated by Ridgeline Advisory Group LLC, and the filing of the Company's voluntary self-disclosure with OFAC on June 1, 2023. The Board authorizes the Chief Financial Officer, Sandra Whitfield, to arrange for the payment of the disgorgement amount at such time and in such manner as directed by Calderwood & Harkness in coordination with the DOJ and OFAC.

Resolution 6 — Reporting to Shareholders

RESOLVED, that the Board of Directors hereby directs Marcus Wellbourne, General Counsel, to provide prompt written notice of the Board's adoption of the Enhanced Program to the Company's shareholders, as follows:

(i) To Greystone Capital Partners Fund IV, L.P., through its general partner, Greystone Capital Management LLC, to the attention of Richard Fairbanks, Managing Director, and to its outside counsel, Harwood & Pennington LLP, to the attention of Arthur Pennington III, Partner;

(ii) To Thornbury Infrastructure Fund II, L.P., through its general partner, Thornbury Asset Management Ltd., to the attention of Helen Cresswell, Managing Director; and

(iii) To the management shareholders of the Company.

FURTHER RESOLVED, that all notices and communications provided pursuant to this Resolution shall be furnished in accordance with the information-sharing protocols, confidentiality provisions, and privilege protections established under the Joint Defense and Common Interest Agreement dated April 25, 2022, among the Company, Greystone Capital Partners Fund IV, L.P., Thornbury Infrastructure Fund II, L.P., and their respective counsel. Nothing in this Resolution shall be construed to require the disclosure of attorney-client privileged or work product protected information to any shareholder or other party except as permitted under the Joint Defense and Common Interest Agreement or as otherwise determined by the General Counsel and outside counsel to be appropriate.

Resolution 7 — Amendment and Review

RESOLVED, that the Board of Directors shall review the Enhanced Program, including the Enhanced Policy and all implementing procedures, at least annually, or more frequently as circumstances warrant, and shall cause the Enhanced Program to be updated as necessary to reflect: (i) changes in applicable U.S. or international sanctions laws, regulations, or executive orders; (ii) changes in the Export Administration Regulations or other applicable export control regimes; (iii) updates to DOJ or OFAC enforcement guidance, including revisions to the DOJ Evaluation of Corporate Compliance Programs or the OFAC Compliance Commitments Framework; (iv) material changes in the Company's business operations, geographic footprint, counterparty base, or risk profile; and (v) lessons learned from any compliance incidents, near-misses, audits, or testing results.

FURTHER RESOLVED, that the Chief Compliance Officer is hereby authorized and directed to propose amendments to the Enhanced Program for Board approval on a rolling basis as she identifies areas requiring revision or enhancement, without being required to wait for the annual review cycle. Any proposed amendment to the Enhanced Policy (Exhibit A) shall be reviewed by the General Counsel and, as appropriate, by Calderwood & Harkness LLP, prior to submission to the Board for approval.

Resolution 8 — Ratification of Prior Actions

RESOLVED, that the Board of Directors hereby ratifies, confirms, and approves all actions heretofore taken by the Company's officers, including Callum Renshaw (CEO), Marcus Wellbourne (General Counsel), Sandra Whitfield (CFO), and Priya Nayar (CCO), and by the Company's outside counsel, Calderwood & Harkness LLP, and its compliance consultant, Pemberton Investors Solutions LLC, in connection with the development, drafting, review, and preparation of the Enhanced Program, the Enhanced Policy, and all related documentation, prior to the date of this Resolution, and all such actions are hereby ratified and approved in all respects as the acts and deeds of the Company, with the same force and effect as if such actions had been specifically authorized by the Board prior to being taken.

Resolution 9 — General Authorization

RESOLVED, that each of Callum Renshaw, Chief Executive Officer, Marcus Wellbourne, General Counsel, Sandra Whitfield, Chief Financial Officer, and Priya Nayar, Chief Compliance Officer, acting singly or together, is hereby authorized, empowered, and directed to execute and deliver any and all documents, instruments, agreements, certifications, representations, and filings, and to take any and all actions, as may be necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, including without limitation the execution of engagement letters, vendor agreements, employment agreements, regulatory filings, certifications to government agencies, and any other documents or instruments as such officers may determine, in their judgment and upon the advice of counsel, to be necessary or desirable in connection with the implementation, administration, and operation of the Enhanced Program, the cooperation with DOJ and OFAC as described herein, and the payment of the voluntary disgorgement amount; and any and all actions heretofore taken by such officers in connection therewith are hereby ratified, confirmed, and approved in all respects.

CONSENT AND SIGNATURES

This Unanimous Written Resolution is adopted in lieu of a formal meeting of the Board of Directors of Dunmore Energy Holdings Ltd., in accordance with Article 23.4 of the Company's Amended and Restated Articles of Association, and shall have the same force and effect as if adopted at a duly convened meeting of the Board at which a quorum was present and acting throughout. This Resolution may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including by PDF) shall be effective as delivery of an original executed counterpart.

This Unanimous Written Resolution shall be effective as of October 1, 2023.

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Dunmore Energy Holdings Ltd., have executed this Unanimous Written Resolution as of the date set forth below:

________________________________________

Name: Callum Renshaw

Title: Chief Executive Officer and Director

Date: ________

________________________________________

Name: Sandra Whitfield

Title: Chief Financial Officer and Director

Date: ________

________________________________________

Name: Richard Fairbanks

Title: Director (Designee of Greystone Capital Management LLC, General Partner of Greystone Capital Partners Fund IV, L.P.)

Date: ________

________________________________________

Name: James Archibald Thornton

Title: Director (Designee of Greystone Capital Management LLC, General Partner of Greystone Capital Partners Fund IV, L.P.)

Date: ________

________________________________________

Name: Helen Cresswell

Title: Director (Designee of Thornbury Asset Management Ltd., General Partner of Thornbury Infrastructure Fund II, L.P.)

Date: ________

________________________________________

Name: Marcus Wellbourne

Title: General Counsel and Director

Date: ________

EXHIBITS

The following Exhibits are attached hereto and incorporated herein by reference as though fully set forth in this Unanimous Written Resolution:

Exhibit A: Enhanced Sanctions & Export Controls Compliance Policy, as drafted by Conrad Reeves, Senior Counsel, Calderwood & Harkness LLP, and Dr. Anton Bremer, Lead Consultant, Pemberton Investors Solutions LLC, dated August 1, 2023, in the form reviewed and approved by the Board of Directors.

Exhibit B: Pemberton Investors Solutions LLC — Remediation Report and Enhanced Compliance Program Framework, dated September 15, 2023, as delivered to the Board of Directors.

Drafted by Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006, USA Matter No. 1016-00009 Attorney-Client Privileged and Confidential — Attorney Work Product

ATTORNEY-CLIENT PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT
UNANIMOUS WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS OF DUNMORE ENERGY HOLDINGS LTD.
An exempted company incorporated with limited liability under the laws of the Cayman Islands Company Registration No. MC-334821
Registered Office: Harbour Place, 4th Floor, 103 South Church Street George Town, Grand Cayman KY1-1002, Cayman Islands
Operational Headquarters: 1200 McKinney Street, Suite 3400 Houston, TX 77010, USA
Date of Resolution: October 1, 2023
Unanimous Written Resolution in Lieu of Meeting Adopted Pursuant to the Amended and Restated Articles of Association of Dunmore Energy Holdings Ltd.
RE: ADOPTION OF ENHANCED SANCTIONS & EXPORT CONTROLS COMPLIANCE PROGRAM
The undersigned, being all of the members of the Board of Directors (the "Board") of Dunmore Energy Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Company"), acting by unanimous written resolution in lieu of a formal meeting of the Board of Directors pursuant to Article 23.4 of the Amended and Restated Articles of Association of the Company (as amended from time to time, the "Articles"), hereby adopt the following recitals and resolutions, effective as of October 1, 2023:
RECITALS
WHEREAS:
A. Background on the Company
The Company, Dunmore Energy Holdings Ltd. ("Dunmore" or the "Company"), is a strategic private company operating in the oil and gas exploration, production, and trading sectors and the renewable energy development sector, with operations spanning multiple jurisdictions across North America, Europe, the Middle East, and West Africa. The Company reported annual revenues of approximately Four Billion Eight Hundred Seventy Million United States Dollars ($4,870,000,000) for the fiscal year ended December 31, 2021, as audited by Ashford & Whitmore LLP, the Company's independent registered public accounting firm. As of the date of this Resolution, the Company employs approximately 3,200 individuals globally across its parent entity and subsidiaries.
The Company conducts its operations through a number of direct and indirect subsidiaries, including without limitation: (i) Dunmore Trading International Ltd., a company organized and existing under the laws of the Dubai International Financial Centre, United Arab Emirates (DIFC License No. CL-4827), which serves as the Company's principal commodities trading platform; (ii) Dunmore upstream Americas LLC, a limited liability company organized under the laws of the State of Delaware and headquartered in Houston, Texas (Employer Identification Number 84-2937561), which manages the Company's upstream exploration and production activities in the Americas; (iii) Dunmore Renewables GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany and headquartered in Hamburg, which manages the Company's renewable energy development portfolio in Europe; and (iv) Dunmore Exploration West Africa Ltd., a company organized under the laws of the Federal Republic of Nigeria and headquartered in Lagos, which manages the Company's exploration activities in the West African region.
The Company's equity ownership is held as follows: Greystone Capital Partners Fund IV, L.P., a Delaware limited partnership acting through its general partner Greystone Capital Management LLC, holds sixty-two and one-half percent (62.5%) of the Company's outstanding equity interests; the Company's management team collectively holds twenty-two and one-half percent (22.5%) of the Company's outstanding equity interests; and Thornbury Infrastructure Fund II, L.P., a Cayman Islands exempted limited partnership acting through its general partner Thornbury Asset Management Ltd., holds fifteen percent (15.0%) of the Company's outstanding equity interests.
B. The DOJ Inquiry and Internal Investigation
On April 19, 2022, the United States Department of Justice ("DOJ"), National Security Division, Counterintelligence and Export Control Section, opened a formal inquiry and caused to be issued grand jury subpoena GJ No. 22-418, issued by the United States District Court for the District of Columbia, Grand Jury 22-2, directed to the Company and certain of its subsidiaries, concerning potential violations of United States sanctions laws administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, and export control regulations administered by the Bureau of Industry and Security ("BIS") of the U.S. Department of Commerce, arising from activities conducted at Dunmore Trading International Ltd.'s Dubai-based trading desk and related operations.
Prior to the receipt of the grand jury subpoena, upon learning of the potential scope of the government's interest, the Company, on April 14, 2022, retained the law firm of Calderwood & Harkness LLP, 1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006 (Matter No. 1016-00009), to conduct a comprehensive internal investigation into the matters at issue, to manage the Company's response to the DOJ subpoena and related government inquiries, and to advise the Company on remediation measures. Victoria Chambers, Partner and Co-Chair of Calderwood & Harkness's National Security and International Trade Practice, serves as the Responsible Partner for the engagement.
The internal investigation conducted by Calderwood & Harkness, which included the review of approximately 2.3 million documents and electronic communications, interviews of 47 current and former employees and third parties across six jurisdictions, and a comprehensive forensic accounting analysis performed by Ridgeline Advisory Group LLC, identified the following transactions and conduct giving rise to concern:
(i) Between approximately March 2020 and April 2022, Dunmore Trading International Ltd.'s Dubai-based trading desk executed fourteen (14) crude oil swap transactions with an aggregate notional value of approximately Two Hundred Eighteen Million Seven Hundred Thousand United States Dollars ($218,700,000) with two counterparties: Petronova Trading FZE, a free zone establishment organized in the Ras Al Khaimah International Corporate Centre, United Arab Emirates, and Zenith Petroleum DMCC, a company organized in the Dubai Multi Commodities Centre, United Arab Emirates. Of these fourteen transactions, nine (9) transactions with an aggregate notional value of approximately One Hundred Fifty-Six Million Three Hundred Thousand United States Dollars ($156,300,000) were determined, upon investigation, to have involved entities with beneficial ownership ties to or acting on behalf of Volkhov Industrial Group JSC ("Volkhov"), a Russian industrial conglomerate.
(ii) Volkhov Industrial Group JSC was designated by OFAC under Directive 2 of the sectoral sanctions program established pursuant to Executive Order 13662 (relating to the financial services sector of the Russian Federation economy) on November 15, 2019, which imposed restrictions on certain categories of transactions involving Volkhov. On April 6, 2022, Volkhov was further added to the OFAC Specially Designated Nationals and blocked Persons List ("SDN List") pursuant to Executive Order 14024, resulting in full blocking sanctions requiring the blocking of all property and interests in property of Volkhov within U.S. jurisdiction and prohibiting U.S. persons from engaging in transactions with Volkhov.
(iii) The investigation further identified oilfield equipment exports with an aggregate value of approximately Twelve Million Four Hundred Thousand United States Dollars ($12,400,000) from the Company's Houston operations to end users located in the Russian Federation, routed through an intermediary, Caspian Logistik GmbH, a company organized under the laws of the Federal Republic of Germany. These exports potentially violated Section 746.5 of the Export Administration Regulations (15 C.F.R. Part 746), as the exported items included goods classified under Export Control Classification Numbers ("ECCNs") 2B350 and 2B999 on the Commerce Control List, for which licenses were required and not obtained.
(iv) The investigation identified approximately Thirty-Four Million Two Hundred Thousand United States Dollars ($34,200,000) in payments, comprising one hundred twenty-seven (127) individual transactions, routed through accounts held at Crescent Commercial Bank PJSC in a manner that appeared structured to obscure the beneficial ownership interest of Volkhov Industrial Group JSC and its affiliated persons and entities in the underlying transactions.
On May 15, 2023, Calderwood & Harkness submitted a comprehensive one hundred seventy-six (176) page internal investigation report to the DOJ, National Security Division, Counterintelligence and Export Control Section, detailing the findings of the internal investigation, including the transactions at issue, the individuals involved, the compliance failures that permitted such transactions to occur, and the remedial measures undertaken or proposed by the Company.
On June 1, 2023, the Company, through Calderwood & Harkness, filed a voluntary self-disclosure with OFAC pursuant to 31 C.F.R. Part 501, Appendix A, disclosing the transactions identified by the internal investigation that may have constituted apparent violations of OFAC-administered sanctions programs.
C. Compliance Program Assessment and Deficiencies
In connection with the internal investigation, Calderwood & Harkness LLP (through Conrad Reeves, Senior Counsel, Export Controls & Sanctions Practice, and Jasmine Thornton, Lead Associate) completed a detailed assessment of the Company's pre-existing sanctions and export controls compliance program as it existed as of April 2022 (the "Legacy Compliance Program"). This assessment identified material deficiencies in the following areas:
(i) OFAC Screening Protocols: The Company's screening procedures relied on outdated screening software that was not updated in real time, did not screen against the full suite of OFAC-maintained lists, and failed to screen intermediaries, vessel owners, and beneficial owners beyond the immediate contractual counterparty. Secondary manual review of potential hits was inconsistent and not subject to documented escalation procedures.
(ii) Export Classification Procedures: The Company lacked a systematic procedure for classifying goods and technology against the Commerce Control List, resulting in the failure to identify items requiring export licenses under the EAR, including items falling under ECCNs 2B350 and 2B999.
(iii) Third-Party and Counterparty Due Diligence: Know-your-customer and beneficial ownership verification procedures were inadequate, particularly with respect to trading counterparties onboarded through the Dubai trading desk. The Company's due diligence procedures did not systematically apply the OFAC 50% Rule or conduct enhanced due diligence for counterparties with connections to high-risk jurisdictions.
(iv) Escalation Mechanisms: The Company lacked clearly defined written escalation procedures for compliance concerns identified by front-line trading, logistics, or finance personnel. There was no formal mechanism for escalation from the compliance function to the Board of Directors.
(v) Compliance Training: Sanctions and export control training was not mandatory, was not conducted on a regular basis, and was not tailored to the specific risk profile of the Company's trading and export activities. Employees in high-risk functions, including the Dubai trading desk, had not received comprehensive sanctions training within the 24 months preceding the investigation.
(vi) Supervisory Oversight: The former Chief Compliance Officer, Gerald Fisk, lacked sufficient authority, resources, and direct Board access to effectively oversee the Company's compliance program. The compliance function was understaffed and subordinated to the business-line management structure, creating inherent conflicts of interest.
In connection with the investigation and identified deficiencies, the following personnel actions were taken: Gerald Fisk, the former Chief Compliance Officer, departed the Company on June 10, 2022; Derek Hargrave, the former President of Dunmore Trading International Ltd., was separated from the Company effective October 1, 2022; and Natasha Sorokin, former Senior Trader at Dunmore Trading International Ltd., was separated from the Company effective September 15, 2022.
D. Remediation Efforts
Following the identification of the compliance deficiencies described in Recital C above, the Company undertook a series of remediation measures designed to strengthen its sanctions and export controls compliance infrastructure and to prevent the recurrence of the conduct at issue.
On August 1, 2022, the Board appointed Priya Nayar as the Company's new Chief Compliance Officer. Ms. Nayar brings over fifteen years of experience in sanctions and export controls compliance, including prior service in the OFAC Compliance and Enforcement Division, and was retained following an extensive executive search. Ms. Nayar reports directly to the General Counsel and has been afforded direct reporting access to the Board.
On December 15, 2022, the Company retained Pemberton Investors Solutions LLC, a specialized compliance advisory firm headquartered in Washington, D.C. (Lead Consultant: Dr. Anton Bremer, former Deputy Director, OFAC Compliance Programs Division), to design and assist in implementing a comprehensive remediation program addressing each of the deficiencies identified in the Calderwood & Harkness assessment.
On September 15, 2023, Pemberton Investors Solutions delivered to the Company its final remediation report and Enhanced Compliance Program framework (the "Marlowe Asset Management Report"), setting forth detailed recommendations for the design, structure, and implementation of an enhanced sanctions and export controls compliance program tailored to the Company's global operations, risk profile, and the specific compliance failures identified in the internal investigation.
In parallel, Conrad Reeves of Calderwood & Harkness LLP collaborated with Dr. Anton Bremer and the Marlowe Asset Management team to draft the Enhanced Sanctions & Export Controls Compliance Policy (the "Enhanced Policy"), a comprehensive written policy document dated August 1, 2023, which sets forth the substantive requirements, operational procedures, and governance framework for the Enhanced Program.
The Enhanced Program, as embodied in the Enhanced Policy and the Marlowe Asset Management Report, has been designed to align with and satisfy the criteria set forth in the DOJ Evaluation of Corporate Compliance Programs (as updated March 2023) and the DOJ Corporate Enforcement Policy (as updated September 2022), as benchmarked by Calderwood & Harkness. In particular, the Enhanced Program has been designed to demonstrate that the Company has implemented a compliance program that is well-designed, adequately resourced, empowered to function effectively, and works in practice, in accordance with the three fundamental questions posed by the DOJ's evaluation framework.
E. DOJ Cooperation and Disgorgement
Since the commencement of the DOJ inquiry in April 2022, the Company has cooperated fully, proactively, and in good faith with the DOJ's National Security Division, Counterintelligence and Export Control Section. The Company's cooperation has included, without limitation, the following:
(i) The production of four hundred thirty-eight thousand nine hundred sixteen (438,916) responsive documents, Bates-stamped DEH-DOJ-000001 through DEH-DOJ-438916, produced across two production tranches (the first tranche delivered on September 1, 2022, and the second tranche delivered on February 15, 2023), including electronic communications, trading records, compliance files, corporate formation documents, banking records, and internal memoranda;
(ii) The facilitation of forty-seven (47) witness interviews across six jurisdictions (United States, United Arab Emirates, Germany, Nigeria, United Kingdom, and Cayman Islands), including the provision of current and former employees for proffer sessions and informal interviews with government attorneys;
(iii) A comprehensive forensic accounting analysis performed by Ridgeline Advisory Group LLC (Engagement No. RAG-2022-0319; Engagement Lead: Dr. Margaret Liu, CPA, CFE), retained by the Company through Calderwood & Harkness, which traced the flow of funds through the 127 identified payment transactions, analyzed the net economic benefit derived by the Company from the tainted transactions, and identified the counterparty structures and intermediary entities involved;
(iv) Ongoing proffers, submissions, and communications with the assigned government trial team, consisting of Assistant United States Attorney Meredith Calloway (AUSA, U.S. Attorney's Office for the District of Columbia) and Trial Attorneys Samuel Kovacs and Diana Pressman of the DOJ National Security Division; and
(v) The submission of the comprehensive 176-page internal investigation report on May 15, 2023, and the voluntary self-disclosure filed with OFAC on June 1, 2023.
In furtherance of its cooperation and remediation efforts, and based upon the forensic accounting analysis conducted by Ridgeline Advisory Group LLC, the Company intends to make a voluntary disgorgement payment to the United States Treasury in the amount of Eight Million Seven Hundred Fifty Thousand United States Dollars ($8,750,000), representing the estimated net profits derived by the Company from the nine (9) tainted crude oil swap transactions with Volkhov-connected counterparties (calculated as $156,300,000 in aggregate notional value multiplied by an estimated net margin of 5.6%, as determined by Ridgeline Advisory Group's forensic analysis).
The Board recognizes and acknowledges that the adoption and effective implementation of a robust enhanced compliance program is a critical element supporting the Company's request, through Calderwood & Harkness LLP, for a declination of prosecution from the DOJ pursuant to the DOJ Corporate Enforcement Policy, and is further relevant to the Company's voluntary self-disclosure pending with OFAC.
F. Board's Duty and Purpose
The Board of Directors has reviewed in detail the Enhanced Sanctions & Export Controls Compliance Program framework and policy documentation, including the Enhanced Policy (dated August 1, 2023), the Pemberton Investors Solutions remediation report (dated September 15, 2023), the recommendations of Calderwood & Harkness LLP, and the benchmarking analysis prepared by Calderwood & Harkness comparing the Enhanced Program to the requirements and guidance set forth in the DOJ Evaluation of Corporate Compliance Programs (updated March 2023), the DOJ Corporate Enforcement Policy (updated September 2022), the OFAC Compliance Commitments Framework (May 2, 2019), and applicable BIS compliance guidance.
The Board recognizes its fiduciary duty, under applicable Cayman Islands law and the Company's governing documents, to ensure that the Company operates in full compliance with all applicable U.S. and international sanctions laws and regulations, export control regulations (including the EAR and the International Traffic in Arms Regulations, as applicable), and anti-money laundering requirements, and to take all reasonable and appropriate measures to prevent the recurrence of the conduct identified in the internal investigation. The Board further recognizes that the adoption of the Enhanced Program serves the best interests of the Company, its shareholders, its employees, and its stakeholders.
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Dunmore Energy Holdings Ltd. hereby adopts the following resolutions:
Resolution 1 — Adoption of the Enhanced Sanctions & Export Controls Compliance Program
RESOLVED, that the Board of Directors hereby adopts the Enhanced Sanctions & Export Controls Compliance Program (the "Enhanced Program"), substantially in the form reviewed by the Board and as prepared by Calderwood & Harkness LLP (Matter No. 1016-00009; Conrad Reeves, Senior Counsel) and Pemberton Investors Solutions LLC (Lead Consultant: Dr. Anton Bremer), including without limitation the Enhanced Sanctions & Export Controls Compliance Policy dated August 1, 2023 (the "Enhanced Policy"), attached hereto as Exhibit A, and the remediation framework set forth in the Pemberton Investors Solutions remediation report dated September 15, 2023, attached hereto as Exhibit B, each of which is incorporated herein by reference as though fully set forth. The Enhanced Program shall become effective as of October 1, 2023.
FURTHER RESOLVED, that the Enhanced Program shall apply to Dunmore Energy Holdings Ltd. and all of its direct and indirect subsidiaries, affiliates, joint ventures (to the extent of the Company's operational control), and controlled entities worldwide, including without limitation: (i) Dunmore Trading International Ltd. (Dubai, United Arab Emirates); (ii) Dunmore upstream Americas LLC (Houston, Texas, United States); (iii) Dunmore Renewables GmbH (Hamburg, Federal Republic of Germany); and (iv) Dunmore Exploration West Africa Ltd. (Lagos, Federal Republic of Nigeria), and all other entities in which the Company holds, directly or indirectly, a controlling equity interest or exercises management control (collectively, the "Covered Entities"). Each Covered Entity shall be required to implement and adhere to the Enhanced Program in its entirety, subject to such modifications as may be necessary to comply with local law, provided that no such modification shall result in a standard of compliance less stringent than that required by the Enhanced Policy.
Resolution 2 — Key Elements of the Enhanced Program
RESOLVED, that the Board of Directors confirms that the Enhanced Program includes, at a minimum, the following components, as more fully described in the Enhanced Policy (Exhibit A) and the Marlowe Asset Management Report (Exhibit B):
(a) OFAC Screening Protocols. The Enhanced Program shall require automated, real-time screening of all counterparties, intermediaries, vessel owners, charterers, insurers, and beneficial owners against the full suite of OFAC-maintained sanctions lists, including the Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List (the "SSI List"), the Foreign Sanctions Evaders List, the Non-SDN Menu-Based Sanctions List, the Non-SDN Palestinian Legislative Council List, and the Correspondent Account or Payable-Through Account Sanctions List, as well as the consolidated sanctions lists maintained by the European Union (including the EU Consolidated Financial Sanctions List), the United Kingdom (including the UK Sanctions List maintained by HM Treasury's Office of Financial Sanctions Implementation), and the United Nations Security Council Consolidated List. Screening shall be performed using commercially available sanctions screening software meeting industry-standard performance benchmarks, with configuration settings calibrated to minimize false negatives. All potential matches shall be subject to mandatory secondary manual review by trained compliance personnel prior to clearance. No transaction shall proceed without documented sanctions clearance from the compliance function.
(b) Export Control Classification and Compliance. The Enhanced Program shall require the mandatory classification of all goods, technology, technical data, and software exported or re-exported by any Covered Entity against the Export Administration Regulations (15 C.F.R. Parts 730–774), including specific protocols and heightened scrutiny for items classified under Export Control Classification Number ("ECCN") 2B350 (chemical manufacturing equipment and related equipment and technology) and ECCN 2B999 (specific processing equipment not controlled by ECCN 2B001 or 2B201). The Enhanced Program shall further include end-user verification procedures, end-use certification requirements, and written end-use and end-user statements for all controlled exports. Exports to sanctioned destinations, including the Russian Federation and the Republic of Belarus under EAR Section 746.5, and to any other destination subject to comprehensive U.S. sanctions, shall be prohibited absent a specific license issued by the Bureau of Industry and Security, with no presumption that such a license will be sought or obtained without prior approval of the Chief Compliance Officer and General Counsel.
(c) Third-Party and Counterparty Due Diligence. The Enhanced Program shall require enhanced know-your-customer ("KYC") and beneficial ownership verification procedures for all trading counterparties, logistics providers, freight forwarders, customs brokers, intermediaries, agents, consultants, and joint venture partners engaged by any Covered Entity. Due diligence procedures shall include, at a minimum: (i) verification of the identity and legal existence of the counterparty; (ii) identification of all natural persons who directly or indirectly own or control fifty percent (50%) or more of the counterparty (consistent with the OFAC 50% Rule set forth in 31 C.F.R. § 501.807 and OFAC guidance); (iii) screening of all identified beneficial owners against applicable sanctions lists; (iv) assessment of the counterparty's geographic footprint, including connections to high-risk jurisdictions; (v) review of adverse media, public records, and litigation history; and (vi) mandatory escalation to the Chief Compliance Officer for any counterparty with any identified connection to OFAC-designated persons or entities, or with material operations in sanctioned jurisdictions. Enhanced due diligence procedures shall be applied to counterparties onboarded through the Dubai, Houston, and Hamburg offices, and to any counterparty involved in transactions exceeding Five Million United States Dollars ($5,000,000) in annual aggregate value.
(d) Transaction Monitoring and Payment Controls. The Enhanced Program shall require the monitoring of all trade finance transactions, letters of credit, wire transfers, and other payment mechanisms utilized by any Covered Entity, with specific red-flag protocols and alerts for: (i) structured or layered payments designed to circumvent sanctions screening or reporting thresholds; (ii) payments routed through intermediary accounts or correspondent banks in jurisdictions with elevated sanctions or money laundering risk; (iii) payments involving entities or individuals flagged during the counterparty due diligence process; (iv) transactions involving unusual payment terms, currencies, or routing instructions; and (v) any other indicia of potential sanctions evasion or export control circumvention. All wire transfers shall be subject to pre-execution sanctions screening. The compliance function shall have authority to hold, delay, or reject any payment pending satisfactory resolution of compliance concerns.
(e) Escalation and Reporting Mechanisms. The Enhanced Program shall establish clear, written escalation procedures governing the process by which potential sanctions or export control compliance concerns are reported from front-line employees through the management chain to the Chief Compliance Officer, General Counsel, and the Board of Directors. The escalation procedures shall include: (i) mandatory reporting by any employee who becomes aware of a potential sanctions or export control violation, a potential match in sanctions screening, or any transaction or business relationship that raises sanctions-related red flags; (ii) defined timelines for escalation at each level; (iii) documentation requirements for all escalations and their resolution; and (iv) a confidential whistleblower mechanism, accessible to all employees globally, that permits anonymous reporting of compliance concerns without fear of retaliation, consistent with the Company's existing whistleblower and non-retaliation policies. The Chief Compliance Officer shall report all confirmed or suspected violations to the General Counsel and, as appropriate, directly to the Board within forty-eight (48) hours of identification.
(f) Employee Training. The Enhanced Program shall require mandatory annual training on OFAC compliance, EAR requirements, sanctions red-flag indicators, counterparty due diligence obligations, escalation procedures, and recordkeeping requirements for all employees in trading, logistics, operations, finance, treasury, legal, and compliance functions across all Covered Entities. Supplemental, role-specific training shall be provided on at least a semi-annual basis for employees in high-risk roles and jurisdictions, including without limitation employees based in the Dubai (Dunmore Trading International Ltd.), Houston (Dunmore upstream Americas LLC), and Hamburg (Dunmore Renewables GmbH) offices, and for any employee directly involved in counterparty onboarding, trade execution, payment processing, or export classification. Training completion shall be tracked electronically, and failure to complete mandatory training within prescribed deadlines shall be escalated to the employee's supervisor and the Chief Compliance Officer. New employee onboarding shall include sanctions and export controls compliance training within thirty (30) days of the employee's start date.
(g) Recordkeeping and Document Retention. The Enhanced Program shall establish enhanced recordkeeping requirements mandating the retention of all sanctions screening results (including both cleared and escalated results), export classification records, end-user and end-use certifications, counterparty and beneficial ownership due diligence files, transaction documentation, training records, escalation and investigation files, and all correspondence with regulators and government agencies. All such records shall be maintained for a minimum period of five (5) years from the date of creation or the date of the last transaction to which the record pertains, whichever is later, or such longer period as may be required by applicable law or regulation. Records shall be maintained in a centralized, auditable format accessible to the Chief Compliance Officer and, upon request, to outside counsel and regulatory authorities.
(h) Periodic Testing, Auditing, and Monitoring. The Enhanced Program shall include an ongoing monitoring, testing, and audit framework designed to assess and ensure the effectiveness of the program on a continuous basis. This framework shall include: (i) annual independent assessments of the Enhanced Program's design, implementation, and operational effectiveness, conducted by a qualified external compliance advisory firm or the Company's internal audit function (with external validation); (ii) quarterly transaction sampling and review, covering a statistically significant sample of transactions across all business lines and Covered Entities; (iii) periodic gap analyses benchmarked against the DOJ Evaluation of Corporate Compliance Programs guidance (as updated from time to time), OFAC Compliance Commitments, and BIS compliance guidance; (iv) annual risk assessments updating the Company's sanctions and export control risk profile in light of changes to the Company's business operations, counterparty base, geographic footprint, and the sanctions and export control regulatory environment; and (v) root-cause analysis for any identified compliance failures, with corrective action plans reported to the Board.
(i) Disciplinary Measures. The Enhanced Program shall include clearly defined disciplinary procedures applicable to all employees, officers, and directors of the Company and the Covered Entities for violations of the Enhanced Program or the Enhanced Policy. Disciplinary measures shall be applied consistently and without regard to the seniority or position of the violator, and shall range from written warnings and mandatory retraining for inadvertent or minor violations to suspension and termination of employment for willful non-compliance, repeated violations, or conduct that results or could result in a violation of applicable sanctions or export control laws. All disciplinary actions taken under the Enhanced Program shall be documented and reported to the Chief Compliance Officer.
Resolution 3 — Authorization of Chief Compliance Officer
RESOLVED, that the Board of Directors hereby authorizes and directs Priya Nayar, Chief Compliance Officer of the Company (appointed by the Board effective August 1, 2022), to implement, administer, and oversee the Enhanced Program across the Company and all Covered Entities, with full authority and responsibility for all aspects of the Enhanced Program's day-to-day operation, including without limitation the adoption of implementing procedures, the development and delivery of training curricula, the supervision of sanctions screening and counterparty due diligence, the management of escalations and investigations, and the coordination with outside counsel and compliance consultants.
FURTHER RESOLVED, that Ms. Nayar shall have direct and unrestricted reporting access to the Board of Directors on all compliance matters. Ms. Nayar shall provide quarterly written reports to the Board of Directors, to be delivered within thirty (30) days following the end of each calendar quarter, addressing at a minimum: (i) the status of Enhanced Program implementation across all Covered Entities; (ii) any potential violations, confirmed violations, or near-miss incidents identified during the reporting period; (iii) training completion rates across all Covered Entities and business functions; (iv) the results of any testing, auditing, or monitoring activities conducted during the reporting period; (v) remediation progress on any previously identified deficiencies or corrective actions; and (vi) any material changes to the sanctions or export control regulatory environment affecting the Company's operations. In addition to quarterly reports, Ms. Nayar shall promptly report to the Board any matter requiring immediate Board attention, including any confirmed or suspected violation of applicable sanctions or export control laws.
FURTHER RESOLVED, that Ms. Nayar is hereby authorized to hire or engage additional compliance personnel, including internal compliance officers and external consultants, as she reasonably determines necessary to implement and maintain the Enhanced Program across all Covered Entities, subject to budgetary approval by Sandra Whitfield, Chief Financial Officer. The Board directs the Chief Financial Officer to give appropriate priority to compliance staffing requests in the Company's budget planning process.
FURTHER RESOLVED, that Ms. Nayar shall have the authority to suspend, delay, or prohibit any transaction, payment, shipment, or business relationship pending completion of a compliance review, without the prior approval of, and without being subject to override by, business-line management, including the heads of the Company's trading, upstream, renewables, and exploration divisions. Any dispute between the compliance function and business-line management regarding the suspension or prohibition of a transaction shall be escalated to Marcus Wellbourne, General Counsel, and, if not resolved, to the Board of Directors. In no event shall a suspended transaction proceed without the written clearance of the Chief Compliance Officer or General Counsel.
Resolution 4 — Budget and Resource Allocation
RESOLVED, that the Board of Directors hereby authorizes the allocation of sufficient financial resources and personnel to implement and maintain the Enhanced Program in a manner consistent with the requirements set forth herein, in the Enhanced Policy (Exhibit A), and in the Marlowe Asset Management Report (Exhibit B). The Board recognizes that the effectiveness of a compliance program depends in significant part on the adequacy of resources dedicated to the compliance function, and directs the Company's management to ensure that the compliance function is not resource-constrained in a manner that would impair its ability to execute the Enhanced Program.
FURTHER RESOLVED, that the Board specifically authorizes the following resource commitments in furtherance of the Enhanced Program:
(i) Ongoing Advisory Engagement. The continued engagement of Pemberton Investors Solutions LLC (Washington, D.C.; Lead Consultant: Dr. Anton Bremer) to provide ongoing advisory support, implementation assistance, and periodic independent assessments during the initial implementation period of the Enhanced Program, which shall extend for a period of not less than eighteen (18) months from the effective date of this Resolution, with the option to extend upon mutual agreement and as the Board or Chief Compliance Officer deems appropriate.
(ii) Screening and Technology Procurement. The procurement of enhanced sanctions screening software and trade compliance technology solutions, including real-time screening platforms, beneficial ownership databases, and trade compliance management systems, to replace the Company's legacy screening infrastructure and to support the operational requirements of the Enhanced Program as described in Resolution 2(a), (b), (c), and (d) above.
(iii) Dedicated Compliance Personnel. The hiring of dedicated compliance officers for the Dubai office (Dunmore Trading International Ltd.) and the Hamburg office (Dunmore Renewables GmbH), each of whom shall report functionally to the Chief Compliance Officer and shall be responsible for the day-to-day administration of the Enhanced Program within their respective jurisdictions. The Board notes that the Dubai and Hamburg offices have been identified as presenting elevated compliance risk due to the nature of their activities and their proximity to sanctioned jurisdictions and high-risk counterparties.
(iv) Training Program Funding. The allocation of funding sufficient to develop, implement, and maintain the employee training program as outlined by Pemberton Investors Solutions and reviewed by Conrad Reeves of Calderwood & Harkness LLP, including costs associated with training platform technology, external training facilitators, translation of training materials into relevant languages, and the administrative costs of tracking and documenting training completion.
Resolution 5 — Cooperation with DOJ and OFAC
RESOLVED, that the Board of Directors hereby reaffirms the Company's commitment to full, transparent, and continuing cooperation with the United States Department of Justice, National Security Division, Counterintelligence and Export Control Section, and the Office of Foreign Assets Control of the United States Department of the Treasury, in connection with the pending inquiry, the voluntary self-disclosure, and any related investigations or proceedings. The Company shall continue to make available documents, witnesses, and information as reasonably requested by the government, consistent with applicable legal privileges and the advice of counsel.
FURTHER RESOLVED, that the Board hereby authorizes Calderwood & Harkness LLP to prepare and submit a supplemental remediation report to the DOJ, National Security Division, documenting the Board's adoption and the Company's implementation of the Enhanced Program, and describing in detail the elements of the Enhanced Program as set forth in this Resolution and the attached Exhibits. The supplemental remediation report shall be submitted at such time and in such form as Victoria Chambers and Conrad Reeves of Calderwood & Harkness determine appropriate, in consultation with the Chief Compliance Officer and General Counsel.
FURTHER RESOLVED, that the Board hereby acknowledges and confirms the Company's voluntary disgorgement of Eight Million Seven Hundred Fifty Thousand United States Dollars ($8,750,000) to the United States Treasury, representing estimated net profits derived from the nine (9) tainted crude oil swap transactions with Volkhov-connected counterparties, as calculated by Ridgeline Advisory Group LLC, and the filing of the Company's voluntary self-disclosure with OFAC on June 1, 2023. The Board authorizes the Chief Financial Officer, Sandra Whitfield, to arrange for the payment of the disgorgement amount at such time and in such manner as directed by Calderwood & Harkness in coordination with the DOJ and OFAC.
Resolution 6 — Reporting to Shareholders
RESOLVED, that the Board of Directors hereby directs Marcus Wellbourne, General Counsel, to provide prompt written notice of the Board's adoption of the Enhanced Program to the Company's shareholders, as follows:
(i) To Greystone Capital Partners Fund IV, L.P., through its general partner, Greystone Capital Management LLC, to the attention of Richard Fairbanks, Managing Director, and to its outside counsel, Harwood & Pennington LLP, to the attention of Arthur Pennington III, Partner;
(ii) To Thornbury Infrastructure Fund II, L.P., through its general partner, Thornbury Asset Management Ltd., to the attention of Helen Cresswell, Managing Director; and
(iii) To the management shareholders of the Company.
FURTHER RESOLVED, that all notices and communications provided pursuant to this Resolution shall be furnished in accordance with the information-sharing protocols, confidentiality provisions, and privilege protections established under the Joint Defense and Common Interest Agreement dated April 25, 2022, among the Company, Greystone Capital Partners Fund IV, L.P., Thornbury Infrastructure Fund II, L.P., and their respective counsel. Nothing in this Resolution shall be construed to require the disclosure of attorney-client privileged or work product protected information to any shareholder or other party except as permitted under the Joint Defense and Common Interest Agreement or as otherwise determined by the General Counsel and outside counsel to be appropriate.
Resolution 7 — Amendment and Review
RESOLVED, that the Board of Directors shall review the Enhanced Program, including the Enhanced Policy and all implementing procedures, at least annually, or more frequently as circumstances warrant, and shall cause the Enhanced Program to be updated as necessary to reflect: (i) changes in applicable U.S. or international sanctions laws, regulations, or executive orders; (ii) changes in the Export Administration Regulations or other applicable export control regimes; (iii) updates to DOJ or OFAC enforcement guidance, including revisions to the DOJ Evaluation of Corporate Compliance Programs or the OFAC Compliance Commitments Framework; (iv) material changes in the Company's business operations, geographic footprint, counterparty base, or risk profile; and (v) lessons learned from any compliance incidents, near-misses, audits, or testing results.
FURTHER RESOLVED, that the Chief Compliance Officer is hereby authorized and directed to propose amendments to the Enhanced Program for Board approval on a rolling basis as she identifies areas requiring revision or enhancement, without being required to wait for the annual review cycle. Any proposed amendment to the Enhanced Policy (Exhibit A) shall be reviewed by the General Counsel and, as appropriate, by Calderwood & Harkness LLP, prior to submission to the Board for approval.
Resolution 8 — Ratification of Prior Actions
RESOLVED, that the Board of Directors hereby ratifies, confirms, and approves all actions heretofore taken by the Company's officers, including Callum Renshaw (CEO), Marcus Wellbourne (General Counsel), Sandra Whitfield (CFO), and Priya Nayar (CCO), and by the Company's outside counsel, Calderwood & Harkness LLP, and its compliance consultant, Pemberton Investors Solutions LLC, in connection with the development, drafting, review, and preparation of the Enhanced Program, the Enhanced Policy, and all related documentation, prior to the date of this Resolution, and all such actions are hereby ratified and approved in all respects as the acts and deeds of the Company, with the same force and effect as if such actions had been specifically authorized by the Board prior to being taken.
Resolution 9 — General Authorization
RESOLVED, that each of Callum Renshaw, Chief Executive Officer, Marcus Wellbourne, General Counsel, Sandra Whitfield, Chief Financial Officer, and Priya Nayar, Chief Compliance Officer, acting singly or together, is hereby authorized, empowered, and directed to execute and deliver any and all documents, instruments, agreements, certifications, representations, and filings, and to take any and all actions, as may be necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, including without limitation the execution of engagement letters, vendor agreements, employment agreements, regulatory filings, certifications to government agencies, and any other documents or instruments as such officers may determine, in their judgment and upon the advice of counsel, to be necessary or desirable in connection with the implementation, administration, and operation of the Enhanced Program, the cooperation with DOJ and OFAC as described herein, and the payment of the voluntary disgorgement amount; and any and all actions heretofore taken by such officers in connection therewith are hereby ratified, confirmed, and approved in all respects.
CONSENT AND SIGNATURES
This Unanimous Written Resolution is adopted in lieu of a formal meeting of the Board of Directors of Dunmore Energy Holdings Ltd., in accordance with Article 23.4 of the Company's Amended and Restated Articles of Association, and shall have the same force and effect as if adopted at a duly convened meeting of the Board at which a quorum was present and acting throughout. This Resolution may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including by PDF) shall be effective as delivery of an original executed counterpart.
This Unanimous Written Resolution shall be effective as of October 1, 2023.
IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Dunmore Energy Holdings Ltd., have executed this Unanimous Written Resolution as of the date set forth below:
________________________________________
Name: Callum Renshaw
Title: Chief Executive Officer and Director
Date: ________
________________________________________
Name: Sandra Whitfield
Title: Chief Financial Officer and Director
Date: ________
________________________________________
Name: Richard Fairbanks
Title: Director (Designee of Greystone Capital Management LLC, General Partner of Greystone Capital Partners Fund IV, L.P.)
Date: ________
________________________________________
Name: James Archibald Thornton
Title: Director (Designee of Greystone Capital Management LLC, General Partner of Greystone Capital Partners Fund IV, L.P.)
Date: ________
________________________________________
Name: Helen Cresswell
Title: Director (Designee of Thornbury Asset Management Ltd., General Partner of Thornbury Infrastructure Fund II, L.P.)
Date: ________
________________________________________
Name: Marcus Wellbourne
Title: General Counsel and Director
Date: ________
EXHIBITS
The following Exhibits are attached hereto and incorporated herein by reference as though fully set forth in this Unanimous Written Resolution:
Exhibit A: Enhanced Sanctions & Export Controls Compliance Policy, as drafted by Conrad Reeves, Senior Counsel, Calderwood & Harkness LLP, and Dr. Anton Bremer, Lead Consultant, Pemberton Investors Solutions LLC, dated August 1, 2023, in the form reviewed and approved by the Board of Directors.
Exhibit B: Pemberton Investors Solutions LLC — Remediation Report and Enhanced Compliance Program Framework, dated September 15, 2023, as delivered to the Board of Directors.
Drafted by Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006, USA Matter No. 1016-00009 Attorney-Client Privileged and Confidential — Attorney Work Product

ATTORNEY-CLIENT PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

RE: ADOPTION OF ENHANCED SANCTIONS & EXPORT CONTROLS COMPLIANCE PROGRAM

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