1016-00009 · Dunmore Energy Holdings · Witness Interviews

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

This memorandum constitutes attorney work product prepared in anticipation of litigation and at the direction of counsel for Dunmore Energy Holdings Ltd. It is protected by the attorney-client privilege and the work product doctrine. Any disclosure, distribution, or copying of this memorandum or its contents to any person not authorized by Calderwood & Harkness LLP is strictly prohibited.

MEMORANDUM

TO: File — Matter No. 1016-00009

FROM: Nicholas Ferreira, Associate, White Collar & Investigations Practice Group, Calderwood & Harkness LLP, 1200 McKinney Street, Suite 2100, Houston, TX 77010

DATE: May 30, 2022

RE: Interview of Sandra Whitfield, Chief Financial Officer, Dunmore Energy Holdings Ltd.

I. Upjohn Warning and Preliminary Matters

At the outset of the interview, the undersigned advised Sandra Whitfield in accordance with the firm's standard Upjohn corporate Miranda warning protocol, as set forth in the Witness Interview Protocol dated April 18, 2022, prepared by Victoria Chambers, Responsible Partner for the Dunmore internal investigation. The warning was administered orally, and Ms. Whitfield was provided with a written copy of the admonition, consistent with firm practice.

Specifically, Ms. Whitfield was informed of the following:

(a) Calderwood & Harkness LLP represents Dunmore Energy Holdings Ltd. and its subsidiaries (collectively, "Dunmore" or the "Company") in connection with this matter. The firm does not represent Ms. Whitfield in her individual capacity. The attorney-client relationship exists between Calderwood & Harkness LLP and the Company, not between the firm and Ms. Whitfield personally.

(b) The purpose of the interview is to gather facts in connection with the Company's internal investigation and potential defense relating to the inquiry by the United States Department of Justice ("DOJ"), including matters arising from grand jury subpoena GJ No. 22-418 received on April 19, 2022.

(c) The substance of the interview is protected by the attorney-client privilege, which belongs to the Company and not to Ms. Whitfield individually. The Company, through its authorized representatives, controls the privilege and may assert or waive it at its sole discretion.

(d) The Company may choose, in its sole discretion, to waive the attorney-client privilege and disclose the substance of the interview, including any statements made by Ms. Whitfield, to third parties, including but not limited to the DOJ, the Securities and Exchange Commission, or other governmental authorities.

(e) Ms. Whitfield was requested to keep the substance of the interview confidential and not to discuss the interview, or the matters covered therein, with other employees of the Company, former employees, or any third parties, unless authorized by counsel.

Ms. Whitfield confirmed that she understood each of the foregoing points. She stated that she had no questions regarding the admonition and agreed to proceed with the interview on those terms.

When asked whether she had retained personal legal counsel in connection with the DOJ inquiry or the internal investigation, Ms. Whitfield stated that she had not retained personal counsel and did not believe she needed to do so at that time. The undersigned noted this response but did not provide any advice regarding whether Ms. Whitfield should or should not seek personal counsel, consistent with the firm's protocol.

Ms. Whitfield further confirmed that she received the litigation hold notice issued by General Counsel Marcus Wellbourne on April 20, 2022, and that she understood her obligations under the hold. She stated that she has been preserving all potentially responsive documents, including emails, electronic files, financial reports, and communications with personnel at Dunmore Trading International Ltd. and other Dunmore entities, in accordance with the hold notice. She confirmed that she has not deleted, destroyed, or altered any documents since receiving the litigation hold notice.

II. Background and Role

Ms. Whitfield provided the following background information regarding her employment and responsibilities at Dunmore Energy Holdings Ltd.

Full Name: Sandra Whitfield

Title: Chief Financial Officer, Dunmore Energy Holdings Ltd. ("DEH")

Office Location: Houston, Texas — Dunmore operational headquarters, located at 1200 McKinney Street, Suite 3400, Houston, TX 77010.

Tenure at Dunmore: Ms. Whitfield has served as CFO of DEH since 2016. Prior to assuming the CFO role, she served as Vice President of Finance at Dunmore upstream Americas LLC, a wholly owned subsidiary of DEH, from 2012 to 2016. In that capacity, she was responsible for financial planning, budgeting, and financial reporting for Dunmore's upstream operations in the Western Hemisphere. She joined the Dunmore organization in 2010 as a Senior Director of Financial Planning & Analysis at DEH. Before joining Dunmore, Ms. Whitfield spent approximately twelve years in various finance and accounting roles at two publicly traded energy companies and a Big Four accounting firm. She holds an MBA from Rice University and a B.S. in Accounting from the University of Texas at Austin. She is a licensed CPA in the State of Texas.

Reporting Structure: Ms. Whitfield reports directly to Callum Renshaw, Chief Executive Officer of DEH. She also reports to the Board of Directors of DEH in connection with financial reporting, audit, and risk management matters. The Board of Directors includes representatives designated by the Company's principal equity holders:

• Greystone Capital Partners Fund IV, L.P. — holder of approximately 62.5% of DEH's equity. Greystone's representative on the Board is Richard Fairbanks, Managing Partner of Greystone Capital Partners LLC, the fund's general partner.

• Thornbury Infrastructure Fund II, L.P. — holder of approximately 15% of DEH's equity. Thornbury's representative on the Board is Helen Cresswell, Managing Director of Thornbury Capital Management Ltd., the fund's investment adviser.

• Management and Other Holders — holders of approximately 22.5% of DEH's equity, including shares held by Mr. Renshaw, Ms. Whitfield, and other members of the senior management team.

Ms. Whitfield noted that the Board has an Audit Committee, which she interacts with regularly. She stated that the Audit Committee is chaired by Helen Cresswell and includes one independent director, Lawrence Pemberton.

Direct Reports: Ms. Whitfield described her direct reports at the DEH corporate level as follows:

• Vice President and Corporate Controller, DEH Houston (currently Jonathan Carver)

• Vice President of Tax (currently Maria Chen)

• Vice President of Treasury (currently David Okafor)

• Vice President of Internal Audit (currently Priya Agarwal)

Ms. Whitfield noted that the controllers and finance directors of Dunmore's operating subsidiaries generally report to the respective subsidiary presidents on a day-to-day basis, with a dotted-line reporting relationship to Ms. Whitfield and her team for purposes of consolidated financial reporting, budgeting, and internal controls. In particular, she noted that Rajesh Malhotra, Controller of Dunmore Trading International Ltd. ("DTI") in Dubai, reports to the President of DTI (formerly Derek Hargrave) on a day-to-day operational basis, with a dotted-line reporting relationship to Ms. Whitfield. She explained that the dotted-line relationship principally involves Malhotra's submission of monthly financial reporting packages to the Houston finance team, participation in quarterly financial reviews, and compliance with DEH's chart of accounts and accounting policies.

Responsibilities: Ms. Whitfield described her responsibilities as encompassing oversight of all financial reporting, budgeting, cash management, treasury operations, tax, and internal audit functions for all Dunmore entities on a global basis. She is responsible for the preparation and integrity of DEH's consolidated financial statements, which are audited annually by Ashford & Whitmore LLP, an independent public accounting firm (engagement partner Kenneth Ashford). She signs off on the consolidated financial statements on behalf of management and presents them to the Audit Committee and the full Board. She also oversees DEH's relationship with its primary lender, Meridian National Bank, N.A., which provides a $750 million senior secured revolving credit facility to the Dunmore group (lead banker Gregory Stanhope, Managing Director, Energy Lending Group, Meridian National Bank). Ms. Whitfield stated that she interacts regularly with Mr. Stanhope regarding covenant compliance, borrowing base reporting, and other matters arising under the credit facility.

Revenue Context: Ms. Whitfield stated that Dunmore's consolidated revenue for fiscal year 2021 was approximately $4.87 billion. The company employs approximately 3,200 personnel globally across its upstream, midstream, trading, and renewables business segments. DTI, the entity at the center of the current investigation, represented a significant portion of consolidated revenue, driven by crude oil and refined products trading activity.

III. Familiarity with Dunmore Trading International Ltd. (DTI) Operations

Ms. Whitfield was asked to describe her familiarity with the operations of Dunmore Trading International Ltd. ("DTI"), the Dubai-based trading subsidiary that is the primary focus of the internal investigation.

Ms. Whitfield described DTI as a significant revenue center for the Dunmore group. DTI holds DIFC License No. CL-4827 and maintains offices at Level 14, Gate Building 3, Dubai International Financial Centre ("DIFC"), Dubai, United Arab Emirates. DTI's principal business involves trading in crude oil and refined petroleum products, with a focus on transactions originating in or transiting through the Middle East, Central Asia, and the broader Eastern Hemisphere. Ms. Whitfield stated that DTI also engages in certain logistics and shipping activities ancillary to its trading operations.

Ms. Whitfield confirmed that DTI was run on a day-to-day basis by Derek Hargrave, who held the title of President of DTI. She described Hargrave as having been given substantial autonomy in the management of DTI's trading operations, which she characterized as consistent with the nature of commodity trading businesses. She explained that commodity trading requires rapid decision-making, including the ability to execute large-value trades quickly in response to market conditions, and that this operational reality necessitated a degree of decentralized authority at the subsidiary level. She stated that Hargrave had been with the Dunmore organization since approximately 2014 and had been appointed President of DTI in 2017.

When asked about the degree of oversight exercised by the Houston headquarters over DTI's operations, Ms. Whitfield described a model in which strategic direction, risk management parameters, and financial reporting standards were set at the DEH corporate level, while day-to-day trading decisions, counterparty management, and operational execution were managed locally in Dubai by Hargrave and his team. She noted that this structure was not unusual for multinational commodity trading organizations and had been reviewed and approved by the Board.

Ms. Whitfield stated that she visited the Dubai office approximately twice per year for financial review meetings, budget planning sessions, and general oversight. Her most recent visit to Dubai prior to the interview was in November 2021, during which she participated in DTI's annual budget review for fiscal year 2022 and met with Rajesh Malhotra and other members of the DTI finance team. She stated that during her November 2021 visit, nothing came to her attention that raised concerns about the counterparties or transactions now under investigation.

Ms. Whitfield described her interactions with DTI personnel as follows:

• Rajesh Malhotra (Controller, DTI): Regular monthly calls, typically lasting 30 to 60 minutes, to review DTI's financial results, discuss consolidation items, and address any accounting issues. Ms. Whitfield characterized Malhotra as her primary point of contact at DTI for financial matters.

• Derek Hargrave (President, DTI): Less frequent direct contact, approximately quarterly. Hargrave participated in quarterly business reviews with the executive team in Houston, either in person or by videoconference. Ms. Whitfield stated that her discussions with Hargrave were generally high-level, focusing on overall trading performance, market conditions, and significant counterparty relationships.

• Natasha Sorokin (Senior Trader, DTI): Rare direct contact. Ms. Whitfield stated she had met Sorokin during her visits to Dubai and was aware that Sorokin was a senior trader on the crude oil desk, but she did not have regular communications with Sorokin and was not involved in Sorokin's trading activities.

• Omar Al-Rashidi (Head of Back Office, DTI): Occasional contact. Ms. Whitfield stated she interacted with Al-Rashidi from time to time in connection with trade settlement and confirmation processes, primarily through the monthly close process and in the context of reconciling intercompany balances.

• Yves Leclerc (Director of Logistics & Shipping, DTI): Rare direct contact. Ms. Whitfield understood Leclerc to be responsible for managing the logistics and shipping aspects of DTI's trading operations, but she stated that logistics was not an area she was closely involved with on a day-to-day basis.

Ms. Whitfield explained that DTI's financial results were consolidated into DEH's group accounts on a monthly basis as part of the standard monthly close process. The consolidation process involved Malhotra submitting a monthly reporting package to the Houston finance team, which included summary profit and loss data, balance sheet data, intercompany transaction detail, and variance analysis against budget. This reporting package was reviewed by Jonathan Carver (Corporate Controller, DEH Houston) and his team, and the results were incorporated into DEH's consolidated management accounts.

IV. Financial Reporting Oversight of DTI Trading Activity

Ms. Whitfield was asked in greater detail about the financial reporting and internal controls applicable to DTI's trading operations, with a particular focus on the mechanisms available to the Houston finance team to monitor DTI's trading activity and identify potential irregularities.

Ms. Whitfield stated that DTI's trading transactions were recorded in DTI's own accounting and trade management system, which she identified as an instance of the Hollowell Solutions platform. Trade data from Endur flowed into DTI's local general ledger, which was maintained in the same enterprise resource planning system used by the broader Dunmore group (Harborline Software). DTI's local financial data was then incorporated into the DEH consolidated general ledger through the monthly close process, using standard intercompany elimination entries and consolidation adjustments.

Ms. Whitfield indicated that individual trade confirmations, settlement records, and counterparty-level transaction detail were maintained by DTI's back office in Dubai, which was managed by Omar Al-Rashidi. She stated that these granular records were not routinely transmitted to or reviewed by the Houston finance team. Rather, the Houston team received and relied upon summary-level profit and loss reporting, disaggregated by commodity desk (crude oil, refined products, and other), by counterparty (at an aggregate level), and by product type. She acknowledged that this summary-level reporting was the primary basis upon which she and her team monitored DTI's financial performance.

When asked about the process for approving new trading counterparties, Ms. Whitfield described her understanding of the counterparty onboarding process at DTI. She stated that new trading counterparties required approval from the trading desk head — in this case, Derek Hargrave in his capacity as President of DTI — and compliance sign-off from the Chief Compliance Officer, Gerald Fisk. She understood that the compliance sign-off involved, at a minimum, OFAC screening, anti-money laundering checks, and some level of due diligence on the counterparty's ownership structure and financial condition. However, Ms. Whitfield stated that she was not directly involved in the counterparty onboarding process and did not personally review counterparty due diligence files, know-your-customer documentation, or OFAC screening results. She characterized this as a compliance function rather than a finance function.

Ms. Whitfield was asked specifically whether, prior to the commencement of the internal investigation, she had personally reviewed counterparty due diligence files for any of the three counterparties that are the subject of the DOJ inquiry — namely, Petronova Trading FZE, Zenith Petroleum DMCC, and Caspian Logistik GmbH. Ms. Whitfield confirmed that she had not reviewed the due diligence files for any of these entities prior to the investigation. She stated that she became aware of the specific concerns regarding these counterparties only after the investigation commenced.

Ms. Whitfield stated that aggregate counterparty exposure reports were prepared by the DTI back office and the DEH risk management function, and that these reports were presented to the Board of Directors on a quarterly basis as part of the standard risk management reporting package. She explained that the counterparty exposure reports showed the aggregate mark-to-market exposure to each significant counterparty and the top counterparties by notional volume. She stated that the reports were intended to provide the Board with visibility into concentration risk and credit exposure, but noted that they did not include detailed information regarding counterparty beneficial ownership, ultimate parent entities, or sanctions screening results.

V. Knowledge of Specific Counterparties and Transactions at Issue

Ms. Whitfield was asked about her knowledge of the specific counterparties and transactions that are the focus of the internal investigation and the DOJ inquiry. Her responses are summarized below for each counterparty.

A. Petronova Trading FZE

Ms. Whitfield stated that she was generally aware that Petronova Trading FZE was a counterparty of DTI in the crude oil trading business. She recalled seeing the name "Petronova" on counterparty exposure summaries and in DTI's monthly reporting packages, where it appeared as one of DTI's significant crude oil trading counterparties by volume. However, she could not recall specifics of individual transactions involving Petronova prior to the commencement of the DOJ inquiry and the internal investigation.

Ms. Whitfield stated that she did not know Sergei Volkov, the Managing Director of Petronova Trading FZE, personally and had never met him. She had no recollection of ever having a conversation about Volkov with Hargrave, Sorokin, or any other DTI personnel. She also stated that she was not aware of any personal or business relationship between Volkov and any Dunmore employee.

When asked about any connection between Petronova and Volkhov Industrial Group JSC or its controlling shareholder Arkady Volkhov, Ms. Whitfield stated unequivocally that she was not aware of any such connection prior to learning of it through the internal investigation. She stated that the name "Volkhov" was not one she had encountered in any Dunmore financial reporting, Board materials, or business correspondence prior to April 2022.

Ms. Whitfield was informed that the investigation had identified 14 crude oil swap transactions between DTI and Petronova Trading FZE, totaling approximately $218.7 million in aggregate notional value, executed between June 2020 and February 2022. She was asked whether any of these transactions would have required her direct sign-off or approval under Dunmore's delegation of authority framework. Ms. Whitfield stated that they would not have. She explained that the DEH delegation of authority matrix provides the President of DTI with authority to approve individual trading transactions up to certain thresholds, which she recalled as being in the range of $50 million in notional value per transaction for crude oil swaps. She believed that the largest individual transaction with Petronova was in the range of $25 to $30 million in notional value, which was well within Hargrave's delegated authority. Transactions above the threshold required sign-off from the CEO or, for transactions exceeding $100 million, from the Board. She stated that none of the Petronova transactions had been escalated to her for approval.

B. Zenith Petroleum DMCC

Ms. Whitfield stated that she had limited awareness of Zenith Petroleum DMCC as a DTI counterparty. She recalled seeing the name on counterparty exposure summaries at some point but could not recall any specific discussions about Zenith Petroleum or its principal, Farhan Qureshi. She stated that she had no independent knowledge of the two flagged crude oil swap transactions involving Zenith Petroleum that have been identified by the investigation team and characterized her awareness of Zenith Petroleum as minimal.

Ms. Whitfield was not aware of any relationship between Zenith Petroleum DMCC and Petronova Trading FZE, or between Zenith Petroleum and any Volkhov-connected entity. She stated that she had no information to offer regarding the specific circumstances of the Zenith Petroleum transactions beyond what was reflected in DTI's financial reporting.

C. Caspian Logistik GmbH

Ms. Whitfield stated that she had some awareness that DTI used Caspian Logistik GmbH, a Hamburg-based company, for certain logistics and shipping services. She understood Caspian Logistik to be a third-party service provider engaged by DTI for the purpose of facilitating the transport and delivery of physical commodities in connection with DTI's trading operations. She stated that the engagement of logistics providers was an operational matter managed by Yves Leclerc, Director of Logistics & Shipping at DTI, and that she was not involved in the selection or management of logistics vendors.

Ms. Whitfield stated that she was not aware, prior to being informed during the course of the investigation, of the approximately $12.4 million in oilfield equipment exports that had been facilitated through Caspian Logistik GmbH. She expressed surprise at this figure and stated that equipment transactions of that magnitude should have been reflected in DTI's capital expenditure or trading inventory line items in the monthly reporting packages. When asked whether she recalled flagging any specific anomalies in DTI's financial reporting that might have been attributable to these transactions, Ms. Whitfield stated that she could not recall having done so. She acknowledged, however, that it was possible that the transactions were embedded within broader line items in DTI's financial reporting in a manner that would not have drawn her attention at the summary level.

D. Volkhov Industrial Group JSC

Ms. Whitfield stated that she had no knowledge of any direct relationship between any Dunmore entity and Volkhov Industrial Group JSC prior to the listing of Volkhov Industrial Group and its controlling shareholder Arkady Volkhov on the OFAC Specially Designated Nationals and blocked Persons List ("SDN List") on April 6, 2022. She stated that the name "Volkhov" was entirely unfamiliar to her in the context of Dunmore's business operations until the compliance function flagged the potential exposure following the OFAC listing.

Ms. Whitfield stated that she was generally aware of the evolving sanctions regime applicable to the Russian energy sector, including the Sectoral Sanctions Identifications List and the various Executive Orders issued in connection with Russia's invasion of Ukraine. However, she understood compliance with those programs — including the screening of counterparties and the monitoring of prohibited transactions — to be the responsibility of the Chief Compliance Officer, Gerald Fisk, and his team. She stated that she did not independently monitor OFAC designations or sanctions developments and relied on the compliance function to identify and escalate any issues.

VI. Knowledge of Payment Flows Through Crescent Commercial Bank PJSC

Ms. Whitfield was asked about DTI's banking relationships, with a particular focus on Crescent Commercial Bank PJSC, a Dubai-based commercial bank identified in the forensic investigation as the institution through which certain suspect payment flows were routed.

Ms. Whitfield confirmed that she was aware that DTI maintained accounts at Crescent Commercial Bank PJSC ("Crescent Bank") for trade finance and settlement purposes. She identified Khalid Mansour as DTI's relationship manager at Crescent Bank. She stated that Crescent Bank had served as DTI's primary trade finance bank since approximately 2018, when the banking relationship was established as part of an effort to diversify DTI's trade finance sources beyond the group's primary lender, Meridian National Bank, N.A. She recalled that the decision to establish the Crescent Bank relationship was made at the DTI level by Derek Hargrave, with input from David Okafor (VP of Treasury, DEH Houston). She stated that the establishment of the Crescent Bank relationship did not require her direct approval but that she was aware of it at the time.

Ms. Whitfield stated that she was not involved in the day-to-day management of DTI's bank accounts at Crescent Bank or elsewhere. She explained that wire transfers, payment approvals, and trade settlement instructions were handled at the DTI level by Rajesh Malhotra, Controller of DTI, with authorization from Derek Hargrave for payments above certain thresholds. She stated that the specific payment authorization thresholds at DTI required Hargrave's approval for individual wire transfers exceeding $1 million, but she noted that she did not have direct visibility into individual wire transfer activity on a real-time basis.

The undersigned then asked Ms. Whitfield about the $34.2 million in payments across 127 transactions that were routed through intermediary accounts at Crescent Commercial Bank between March 2020 and March 2022, as identified by Ridgeline Advisory Group LLC in its preliminary forensic findings. These payments have been flagged as potentially involving payment structuring and the use of intermediary accounts to obscure the beneficial ownership of the ultimate recipients.

Ms. Whitfield stated that she had no prior awareness of payment structuring or the use of intermediary accounts to obscure beneficial ownership in connection with DTI's trading operations. She explained that the Houston finance team reviewed aggregate cash flow data as part of the monthly close process and the quarterly Board reporting cycle, but that individual wire transfer details — including the identity of intermediary banks, beneficiary account holders, and payment routing — were not part of the financial information routinely transmitted from DTI to Houston. She stated that the monthly reporting packages from Malhotra contained summary cash flow statements and trade settlement data at an aggregate level, but did not break down individual wire transfers, identify the specific bank accounts to which payments were made, or identify the ultimate beneficial owners of counterparty accounts.

Ms. Whitfield acknowledged that this represented a gap in the financial reporting framework and stated that she recognized, with the benefit of hindsight, that more granular visibility into DTI's payment flows could have provided an earlier indication of the issues now under investigation.

VII. Relationship with Gerald Fisk (Former CCO) and Compliance Oversight

Ms. Whitfield was asked about her interactions with Gerald Fisk, the former Chief Compliance Officer of Dunmore Energy Holdings Ltd. The undersigned noted for the record that Fisk departed the Company on June 10, 2022, and is represented by personal counsel, Catherine Blackthorn of Blackthorn & Associates LLP, Houston, Texas.

Ms. Whitfield stated that Fisk reported to General Counsel Marcus Wellbourne on a day-to-day basis, not to her. She noted that this reporting structure — compliance reporting to the General Counsel — was consistent with the organizational structure approved by the Board and was not uncommon in companies of Dunmore's size and complexity. However, she acknowledged that certain governance best practices recommend that the CCO have a direct or dotted-line reporting relationship to the Audit Committee or the Board, and she conceded that this was not the case at Dunmore.

Ms. Whitfield stated that she interacted with Fisk in several contexts. First, Fisk participated in the quarterly Board meetings and presented compliance updates to the Board, typically twice per year or as needed. Ms. Whitfield attended these presentations in her capacity as CFO. Second, Ms. Whitfield interacted with Fisk in the context of internal audit matters, as the internal audit function (which reported to Whitfield) occasionally coordinated with the compliance function on reviews of operational controls. Third, Ms. Whitfield and Fisk were both members of the Company's Enterprise Risk Management Committee, which met quarterly.

Ms. Whitfield characterized Fisk's compliance presentations to the Board as "check-the-box" in nature. She stated that the presentations typically covered sanctions screening processes, anti-corruption compliance (including FCPA and UK Bribery Act), and export control matters at a high level, often in the form of summary dashboards and statistics (e.g., number of OFAC screening hits resolved, number of compliance training sessions conducted, etc.). She stated that she did not recall Fisk ever raising specific concerns about the DTI trading desk's counterparties, the adequacy of counterparty due diligence, or any potential sanctions exposure related to DTI's business. She also did not recall Fisk requesting additional resources for the compliance function during Board meetings, although she allowed that such a request may have been made in conversations with Wellbourne to which she was not a party.

Ms. Whitfield stated that she was not aware of any formal escalation by Fisk regarding Petronova Trading FZE, Zenith Petroleum DMCC, or any Volkhov-connected entities prior to April 11, 2022. On that date, Fisk identified potential Volkhov exposure through a routine OFAC screening refresh prompted by the April 6, 2022 SDN designation and notified Marcus Wellbourne. Ms. Whitfield stated that she was informed of the issue by Wellbourne shortly thereafter, on approximately April 12 or 13, 2022. She could not recall the precise date but stated that it was within a day or two of Fisk's notification to Wellbourne.

Ms. Whitfield expressed concern that the compliance function under Fisk may have been under-resourced relative to the complexity and global scope of Dunmore's operations. She noted that Fisk had a team of only three compliance professionals — including Fisk himself — covering all Dunmore entities globally. She stated that this staffing level struck her, in hindsight, as insufficient to perform robust counterparty due diligence, ongoing monitoring, sanctions screening, and anti-corruption compliance across a $4.87 billion multinational enterprise with operations spanning the Middle East, Europe, the Americas, and Central Asia. She stated that she had not previously raised this concern with the Board or the CEO, as she had deferred to Wellbourne's judgment regarding the adequacy of the compliance function's staffing and resources.

VIII. Awareness of Export Control Requirements

Ms. Whitfield was asked about her awareness of export control requirements applicable to Dunmore's business, specifically the Export Administration Regulations ("EAR") administered by the Bureau of Industry and Security ("BIS") of the U.S. Department of Commerce. The undersigned asked Ms. Whitfield about her familiarity with EAR §746.5, which imposes restrictions on exports, reexports, and transfers to Russia and Belarus, and with the Export Control Classification Numbers ("ECCNs") 2B350 and 2B999, which have been identified as potentially applicable to certain oilfield equipment at issue in the investigation.

Ms. Whitfield stated that export controls were not within her primary area of responsibility as CFO. She acknowledged a general awareness that the Dunmore group was subject to export control requirements by virtue of the U.S.-nexus activities of certain of its subsidiaries and the potential applicability of the EAR's extraterritorial provisions. However, she stated that the specifics of EAR compliance — including the classification of equipment under ECCN categories, the identification of restricted end users, and the procurement and maintenance of required licenses — were managed by the compliance function under Gerald Fisk, in coordination with Yves Leclerc (Director of Logistics & Shipping, DTI) and relevant operational personnel at the subsidiary level.

Ms. Whitfield stated that she had no knowledge of the specific oilfield equipment shipments facilitated through Caspian Logistik GmbH that are alleged to have been destined for end users in Russia. She was not aware of any potentially false end-user certifications or of any attempts to divert controlled items to sanctioned or restricted destinations. She stated that she first learned of the oilfield equipment issue during the course of the internal investigation, and that it was not a matter that had been brought to her attention by Fisk, Leclerc, Hargrave, or any other Dunmore employee prior to the investigation.

Ms. Whitfield stated that she understood the seriousness of the export control issues and recognized that the finance function would need to work closely with the investigation team and the compliance function to understand the financial scope of the potentially non-compliant shipments.

IX. Involvement with Dunmore Renewables GmbH Transaction

Ms. Whitfield was briefly asked about the transaction involving Dunmore Renewables GmbH, a Hamburg-based subsidiary of DEH engaged in renewable energy development, and Caspian Logistik GmbH. The investigation team had identified a transaction or series of transactions between Dunmore Renewables and Caspian Logistik that warranted further inquiry.

Ms. Whitfield stated that Dunmore Renewables GmbH is a relatively small subsidiary within the Dunmore group, focused on the development of renewable energy projects in Germany and Northern Europe. The subsidiary is managed by Tobias Engel, who holds the title of Managing Director of Dunmore Renewables GmbH. Ms. Whitfield stated that Engel reports to the CEO, Callum Renshaw, on operational matters, and that the financial reporting for Dunmore Renewables flows from Hamburg to the Houston finance team through the standard monthly close and consolidation process.

Ms. Whitfield stated that she had no specific knowledge of any transaction between Dunmore Renewables GmbH and Caspian Logistik GmbH prior to the commencement of the investigation. She characterized Engel's involvement in any Caspian Logistik-related activity as tangential, based on information she had received from the investigation team. She stated that she did not have sufficient information to comment further on the nature or purpose of the transaction at this time but expressed willingness to review any relevant documentation that the investigation team might provide.

X. Internal Controls and Financial Statement Implications

Ms. Whitfield was asked to provide her assessment of the adequacy of Dunmore's internal controls over financial reporting, particularly as they relate to trade finance transactions at the DTI subsidiary level, in light of the findings emerging from the forensic investigation.

Ms. Whitfield acknowledged, candidly, that the internal controls framework as of April 2022 may not have been adequate to detect the types of structuring, intermediary arrangements, and counterparty obfuscation identified by the forensic investigation. She identified several specific areas of weakness:

Counterparty Beneficial Ownership. Ms. Whitfield stated that counterparty-level beneficial ownership information was not tracked or maintained in the DEH consolidated accounting system. The accounting system recorded counterparty names and basic identifying information, but did not capture ultimate beneficial ownership data, parent entity relationships, or sanctions screening results. This information, to the extent it was collected, was maintained in the compliance function's separate records and was not integrated into the financial reporting infrastructure.

Wire Transfer Monitoring. Ms. Whitfield stated that individual wire transfer reviews were not part of the standard monthly close process at the Houston level. The Houston finance team reviewed aggregate cash flow data and trade settlement summaries, but did not examine individual wire transfer instructions, intermediary bank routing, or beneficiary account details. She acknowledged that this gap in monitoring meant that the payment structuring identified by Ridgeline Advisory Group — involving the routing of $34.2 million through intermediary accounts at Crescent Commercial Bank — would not have been detected through the normal financial reporting process.

Internal Audit Coverage. Ms. Whitfield stated that the internal audit function, which reported to her, had not conducted a specific audit of DTI's trade finance operations since 2019. She acknowledged that the three-year gap in audit coverage of this high-risk area was significant. She attributed the gap in part to the internal audit team's focus on other priority areas, including the integration of a midstream acquisition completed in 2020 and the implementation of new revenue recognition standards. She also noted that the COVID-19 pandemic had disrupted the internal audit team's travel schedule, making on-site audits of the Dubai office logistically challenging during 2020 and much of 2021.

Ms. Whitfield stated that she had already begun discussions with Ashford & Whitmore LLP, DEH's independent auditor (engagement partner Kenneth Ashford), about the potential implications of the investigation findings for DEH's audited financial statements. She stated that these discussions were preliminary and that the principal areas of focus included: (i) whether the suspect transactions require any restatement or adjustment to previously filed financial statements; (ii) whether additional disclosures are required in connection with the DOJ inquiry and the potential financial exposure; and (iii) whether the identified internal control weaknesses constitute a material weakness or significant deficiency that must be reported under applicable auditing standards.

Ms. Whitfield provided her perspective on the materiality of the suspect transactions. She noted that the total notional value of the 14 flagged swap transactions with Petronova Trading FZE was approximately $218.7 million, and that an additional 9 tainted transactions (across Petronova, Zenith Petroleum, and certain Caspian Logistik-related activity) had a combined value of approximately $156.3 million. She stated that these figures are material in the context of DTI's operations and significant in the context of DEH's consolidated financials. However, she observed that the profit-and-loss impact — that is, the net margins earned by DTI on these trades, as opposed to the gross notional values — would need to be assessed by the forensic accountants to determine the actual financial statement impact. She noted that Ridgeline Advisory Group LLC (engagement lead Dr. Margaret Liu, engagement number RAG-2022-0319) had been retained as of May 2, 2022, to perform the forensic accounting analysis, and that the net margin analysis was expected to be a key component of their work product.

XI. Board and Shareholder Communications

Ms. Whitfield was asked about the timing and substance of communications with the Board of Directors and the Company's principal shareholders regarding the DOJ inquiry and the internal investigation.

Ms. Whitfield confirmed that the Board was notified promptly after the grand jury subpoena, GJ No. 22-418, was received on April 19, 2022. She stated that CEO Callum Renshaw and General Counsel Marcus Wellbourne made the initial notification to the Board, including the shareholder-designated directors, on or about April 19-20, 2022. She recalled that the notification was made by telephone and followed by a written summary circulated to the Board under a confidentiality legend.

Ms. Whitfield stated that she participated in a series of calls with representatives of the Company's principal equity holders in late April 2022. Specifically:

• Greystone Capital Partners Fund IV, L.P.: Ms. Whitfield participated in a call with Richard Fairbanks (Managing Partner, Greystone Capital Partners), who was accompanied on the call by Greystone's outside counsel, Arthur Pennington III of Harwood & Pennington LLP. The call covered the scope and nature of the DOJ inquiry, the Company's preliminary assessment of financial exposure, and the plan for the internal investigation. Ms. Whitfield provided information regarding the potential financial implications, including the notional values of the flagged transactions and the potential for disgorgement or penalties.

• Thornbury Infrastructure Fund II, L.P.: Ms. Whitfield participated in a separate call with Helen Cresswell (Managing Director, Thornbury Capital Management). The call covered substantially similar topics.

Ms. Whitfield stated that the Board authorized the retention of Calderwood & Harkness LLP to conduct the internal investigation and to represent the Company in connection with the DOJ inquiry. The Board also authorized the expenditure necessary for the investigation, including the retention of Ridgeline Advisory Group LLC for forensic accounting services. Ms. Whitfield has been tracking the legal and advisory costs associated with the investigation and stated that she anticipated they would be significant, though she did not provide a specific estimate at this time.

Ms. Whitfield noted that Dunmore's $750 million senior secured revolving credit facility with Meridian National Bank, N.A. contains covenants that require the Company to disclose material government inquiries and investigations. She stated that Marcus Wellbourne handled the notification to Meridian, coordinating with Gregory Stanhope (Managing Director, Energy Lending Group) to ensure that the disclosure was made in accordance with the terms of the credit agreement. She understood that the notification was made in late April 2022 but could not recall the precise date. She stated that Meridian had not, to her knowledge, taken any adverse action in response to the notification, such as restricting borrowing availability or declaring an event of default.

XII. D&O Insurance

Ms. Whitfield was briefly asked about the Company's directors and officers liability insurance coverage in connection with the current matter.

She confirmed that Dunmore Energy Holdings Ltd. maintains directors and officers liability insurance ("D&O Insurance") through Garrison Mutual Insurance Co., a Bermuda-domiciled insurer. The policy is identified as Policy Number GM-DO-2021-08734. The policy provides the following coverage terms:

• Aggregate Limit: $50 million

• Per Claim Limit: $10 million

• Retention (Self-Insured Retention): $2.5 million

Ms. Whitfield noted that Howard Quinn, the Calderwood & Harkness billing partner for the Dunmore matter, was coordinating the D&O insurance claim submission with Patricia Holbrook, the assigned claims adjuster at Garrison Mutual Insurance Co. Ms. Whitfield stated that it was her understanding that the D&O policy would cover defense costs incurred in connection with the DOJ investigation, subject to the terms and conditions of the policy, including the retention. However, she stated that she understood disgorgement payments, penalties, and fines may not be covered under the policy, and that this was a matter that the firm was analyzing separately.

Ms. Whitfield stated that she was not aware of any coverage disputes or reservation-of-rights communications from Garrison Mutual as of the date of this interview, but that the claim was still in the early stages of processing.

XIII. Document Preservation and Cooperation

Ms. Whitfield confirmed that she is fully complying with the litigation hold notice issued on April 20, 2022, and that she has preserved all potentially relevant documents in her possession, custody, or control. This includes, without limitation, emails (both archived and current), electronic files on shared drives and local storage, financial reports and workpapers, Board presentations and materials, committee minutes, and communications with DTI personnel and other Dunmore employees.

Ms. Whitfield stated that she has not communicated with Derek Hargrave about the substance of the investigation since the litigation hold was issued. She also confirmed that she has not communicated with Natasha Sorokin about the substance of the investigation. She noted that Hargrave had not yet been placed on administrative leave at the time of this interview; he continued in his role as President of DTI subject to enhanced oversight. (For the record, Hargrave was subsequently placed on administrative leave effective July 1, 2022.) Ms. Whitfield noted that Sorokin had been placed on administrative leave effective May 16, 2022, and that she had not communicated with Sorokin since that date.

Ms. Whitfield stated that she has had limited operational communications with other DTI personnel, including Rajesh Malhotra, in the ordinary course of business related to the monthly close process and financial reporting. She stated that these communications have been confined to routine financial matters and have not addressed the substance of the investigation.

Ms. Whitfield expressed her willingness to cooperate fully with the investigation and to provide additional documents, information, or testimony as requested by Calderwood & Harkness LLP. She stated that she understood the seriousness of the matter and was committed to assisting the Company in resolving it.

XIV. Interviewer's Assessment and Follow-Up Items

A. Credibility Assessment

Ms. Whitfield appeared forthcoming, cooperative, and consistent in her responses throughout the approximately two-and-a-half-hour interview. She answered questions directly, acknowledged the limits of her knowledge where appropriate, and did not appear evasive or defensive. She volunteered information on several occasions without prompting, including her concern regarding the under-resourcing of the compliance function and her candid assessment of the internal control gaps. Her acknowledgment of limitations in her knowledge of DTI's day-to-day trading operations and the compliance function is consistent with her role as group CFO of a large, decentralized multinational organization. There were no material inconsistencies in her account.

B. Key Takeaways

The following key observations emerge from the interview:

1. No Direct Involvement in Suspect Transactions. Ms. Whitfield had no direct involvement in the suspect transactions involving Petronova Trading FZE, Zenith Petroleum DMCC, or Caspian Logistik GmbH. None of the flagged transactions required her personal approval under the delegation of authority framework. She had no knowledge of the Volkhov connection prior to the commencement of the investigation.

2. Summary-Level Financial Reporting. Financial reporting from DTI to the Houston finance team was at a summary level and did not provide visibility into individual counterparty beneficial ownership, payment routing through intermediary bank accounts, or end-user certifications for equipment shipments. The reporting framework was designed for consolidation and performance monitoring purposes, not for compliance monitoring or fraud detection.

3. Material Internal Control Gaps. The internal controls framework as of April 2022 had material gaps with respect to trade finance transaction monitoring at the subsidiary level. These include the absence of beneficial ownership tracking in the accounting system, the lack of individual wire transfer reviews at the Houston level, and the three-year gap in internal audit coverage of DTI's trade finance operations.

4. Under-Resourced Compliance Function. The compliance function under Gerald Fisk appears to have been under-resourced, with only three compliance professionals covering the entire global Dunmore enterprise. This staffing level appears inadequate relative to the complexity and risk profile of the organization, particularly given the high-risk nature of DTI's commodity trading operations in the Middle East and Central Asian markets.

5. Prompt Board and Shareholder Communications. Board and shareholder communications regarding the DOJ inquiry were handled promptly following receipt of the grand jury subpoena, and the Board authorized the internal investigation and related expenditures in a timely manner.

C. Follow-Up Items

The following follow-up items have been identified based on the Whitfield interview:

1. Quarterly Counterparty Exposure Reports. Obtain and review the quarterly counterparty exposure reports presented to the Board of Directors for the period 2020 through 2022 to assess what information regarding the flagged counterparties was available to Ms. Whitfield and the Board during the relevant period.

2. Monthly Reporting Packages from Rajesh Malhotra. Obtain Rajesh Malhotra's monthly reporting packages submitted to the Houston finance team for the period March 2020 through April 2022 to determine what financial information was communicated from DTI to Houston and whether the suspect transactions were identifiable from the reporting data.

3. Forensic Accounting Analysis — Net Profit Margins. Coordinate with Ridgeline Advisory Group LLC (engagement lead Dr. Margaret Liu, engagement number RAG-2022-0319) regarding the net profit margin analysis for the tainted transactions to determine the actual P&L and financial statement impact, as distinguished from the gross notional values.

4. Financial Statement Disclosure Implications. Confirm with Ashford & Whitmore LLP (engagement partner Kenneth Ashford) the status of the assessment regarding potential financial statement disclosure implications, including the need for any restatement, adjustment, or supplemental disclosure.

5. Potential Follow-Up Interview. Consider whether a follow-up interview of Ms. Whitfield is warranted after the forensic accounting findings from Ridgeline Advisory Group are available and the investigation team has reviewed the documentary evidence referenced in this memorandum.

6. Internal Audit Documentation. Request documentation of the internal audit function's last review of DTI's trade finance operations, which Ms. Whitfield stated was conducted in 2019. Obtain the audit report, workpapers, and any management responses to assess the scope of the 2019 audit and whether any deficiencies were identified at that time.

XV. Certification and Distribution

This memorandum was prepared based on the undersigned's recollection of the interview and the contemporaneous notes taken by Elena Vasquez, Paralegal Manager. It has been reviewed for accuracy and completeness. It is not a verbatim transcript of the interview.

Prepared by:

________________________________________

Nicholas Ferreira Associate, White Collar & Investigations Calderwood & Harkness LLP 1200 McKinney Street, Suite 2100 Houston, TX 77010

Date: May 30, 2022

Reviewed by:

________________________________________

Victoria Chambers Partner, White Collar & Investigations Calderwood & Harkness LLP Responsible Partner — Matter No. 1016-00009

Date: ________

________________________________________

Jasmine Thornton Lead Associate, White Collar & Investigations Calderwood & Harkness LLP

Date: ________

Distribution: Confidential — Calderwood & Harkness LLP Investigation Team Only (Matter No. 1016-00009). This memorandum is not to be distributed to any person outside the investigation team without the express authorization of Victoria Chambers, Responsible Partner.

PRIVILEGE DESIGNATION: This memorandum constitutes attorney work product and is protected by the attorney-client privilege. It was prepared in anticipation of litigation and at the direction of counsel for Dunmore Energy Holdings Ltd. in connection with the internal investigation arising from the DOJ inquiry referenced herein. Any inadvertent disclosure of this memorandum does not constitute a waiver of any applicable privilege or protection. If you have received this memorandum in error, please notify Nicholas Ferreira at Calderwood & Harkness LLP immediately and return or destroy all copies.

Interview Date:	May 30, 2022
Interview Location:	Calderwood & Harkness LLP, Houston Office, 1200 McKinney Street, Suite 2100, Houston, TX 77010, Conference Room 21-A
Interviewers:	Nicholas Ferreira, Associate, Calderwood & Harkness LLP
Also Present:	Elena Vasquez, Paralegal Manager, Calderwood & Harkness LLP (notetaker)
Witness Counsel:	None — Ms. Whitfield is a corporate employee of Dunmore Energy Holdings Ltd.; the company is represented by Calderwood & Harkness LLP
Duration:	Approximately 2.5 hours (10:00 a.m. – 12:30 p.m. CDT)

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
This memorandum constitutes attorney work product prepared in anticipation of litigation and at the direction of counsel for Dunmore Energy Holdings Ltd. It is protected by the attorney-client privilege and the work product doctrine. Any disclosure, distribution, or copying of this memorandum or its contents to any person not authorized by Calderwood & Harkness LLP is strictly prohibited.
MEMORANDUM
TO: File — Matter No. 1016-00009
FROM: Nicholas Ferreira, Associate, White Collar & Investigations Practice Group, Calderwood & Harkness LLP, 1200 McKinney Street, Suite 2100, Houston, TX 77010
DATE: May 30, 2022
RE: Interview of Sandra Whitfield, Chief Financial Officer, Dunmore Energy Holdings Ltd.
I. Upjohn Warning and Preliminary Matters
At the outset of the interview, the undersigned advised Sandra Whitfield in accordance with the firm's standard Upjohn corporate Miranda warning protocol, as set forth in the Witness Interview Protocol dated April 18, 2022, prepared by Victoria Chambers, Responsible Partner for the Dunmore internal investigation. The warning was administered orally, and Ms. Whitfield was provided with a written copy of the admonition, consistent with firm practice.
Specifically, Ms. Whitfield was informed of the following:
(a) Calderwood & Harkness LLP represents Dunmore Energy Holdings Ltd. and its subsidiaries (collectively, "Dunmore" or the "Company") in connection with this matter. The firm does not represent Ms. Whitfield in her individual capacity. The attorney-client relationship exists between Calderwood & Harkness LLP and the Company, not between the firm and Ms. Whitfield personally.
(b) The purpose of the interview is to gather facts in connection with the Company's internal investigation and potential defense relating to the inquiry by the United States Department of Justice ("DOJ"), including matters arising from grand jury subpoena GJ No. 22-418 received on April 19, 2022.
(c) The substance of the interview is protected by the attorney-client privilege, which belongs to the Company and not to Ms. Whitfield individually. The Company, through its authorized representatives, controls the privilege and may assert or waive it at its sole discretion.
(d) The Company may choose, in its sole discretion, to waive the attorney-client privilege and disclose the substance of the interview, including any statements made by Ms. Whitfield, to third parties, including but not limited to the DOJ, the Securities and Exchange Commission, or other governmental authorities.
(e) Ms. Whitfield was requested to keep the substance of the interview confidential and not to discuss the interview, or the matters covered therein, with other employees of the Company, former employees, or any third parties, unless authorized by counsel.
Ms. Whitfield confirmed that she understood each of the foregoing points. She stated that she had no questions regarding the admonition and agreed to proceed with the interview on those terms.
When asked whether she had retained personal legal counsel in connection with the DOJ inquiry or the internal investigation, Ms. Whitfield stated that she had not retained personal counsel and did not believe she needed to do so at that time. The undersigned noted this response but did not provide any advice regarding whether Ms. Whitfield should or should not seek personal counsel, consistent with the firm's protocol.
Ms. Whitfield further confirmed that she received the litigation hold notice issued by General Counsel Marcus Wellbourne on April 20, 2022, and that she understood her obligations under the hold. She stated that she has been preserving all potentially responsive documents, including emails, electronic files, financial reports, and communications with personnel at Dunmore Trading International Ltd. and other Dunmore entities, in accordance with the hold notice. She confirmed that she has not deleted, destroyed, or altered any documents since receiving the litigation hold notice.
II. Background and Role
Ms. Whitfield provided the following background information regarding her employment and responsibilities at Dunmore Energy Holdings Ltd.
Full Name: Sandra Whitfield
Title: Chief Financial Officer, Dunmore Energy Holdings Ltd. ("DEH")
Office Location: Houston, Texas — Dunmore operational headquarters, located at 1200 McKinney Street, Suite 3400, Houston, TX 77010.
Tenure at Dunmore: Ms. Whitfield has served as CFO of DEH since 2016. Prior to assuming the CFO role, she served as Vice President of Finance at Dunmore upstream Americas LLC, a wholly owned subsidiary of DEH, from 2012 to 2016. In that capacity, she was responsible for financial planning, budgeting, and financial reporting for Dunmore's upstream operations in the Western Hemisphere. She joined the Dunmore organization in 2010 as a Senior Director of Financial Planning & Analysis at DEH. Before joining Dunmore, Ms. Whitfield spent approximately twelve years in various finance and accounting roles at two publicly traded energy companies and a Big Four accounting firm. She holds an MBA from Rice University and a B.S. in Accounting from the University of Texas at Austin. She is a licensed CPA in the State of Texas.
Reporting Structure: Ms. Whitfield reports directly to Callum Renshaw, Chief Executive Officer of DEH. She also reports to the Board of Directors of DEH in connection with financial reporting, audit, and risk management matters. The Board of Directors includes representatives designated by the Company's principal equity holders:
•  Greystone Capital Partners Fund IV, L.P. — holder of approximately 62.5% of DEH's equity. Greystone's representative on the Board is Richard Fairbanks, Managing Partner of Greystone Capital Partners LLC, the fund's general partner.
•  Thornbury Infrastructure Fund II, L.P. — holder of approximately 15% of DEH's equity. Thornbury's representative on the Board is Helen Cresswell, Managing Director of Thornbury Capital Management Ltd., the fund's investment adviser.
•  Management and Other Holders — holders of approximately 22.5% of DEH's equity, including shares held by Mr. Renshaw, Ms. Whitfield, and other members of the senior management team.
Ms. Whitfield noted that the Board has an Audit Committee, which she interacts with regularly. She stated that the Audit Committee is chaired by Helen Cresswell and includes one independent director, Lawrence Pemberton.
Direct Reports: Ms. Whitfield described her direct reports at the DEH corporate level as follows:
•  Vice President and Corporate Controller, DEH Houston (currently Jonathan Carver)
•  Vice President of Tax (currently Maria Chen)
•  Vice President of Treasury (currently David Okafor)
•  Vice President of Internal Audit (currently Priya Agarwal)
Ms. Whitfield noted that the controllers and finance directors of Dunmore's operating subsidiaries generally report to the respective subsidiary presidents on a day-to-day basis, with a dotted-line reporting relationship to Ms. Whitfield and her team for purposes of consolidated financial reporting, budgeting, and internal controls. In particular, she noted that Rajesh Malhotra, Controller of Dunmore Trading International Ltd. ("DTI") in Dubai, reports to the President of DTI (formerly Derek Hargrave) on a day-to-day operational basis, with a dotted-line reporting relationship to Ms. Whitfield. She explained that the dotted-line relationship principally involves Malhotra's submission of monthly financial reporting packages to the Houston finance team, participation in quarterly financial reviews, and compliance with DEH's chart of accounts and accounting policies.
Responsibilities: Ms. Whitfield described her responsibilities as encompassing oversight of all financial reporting, budgeting, cash management, treasury operations, tax, and internal audit functions for all Dunmore entities on a global basis. She is responsible for the preparation and integrity of DEH's consolidated financial statements, which are audited annually by Ashford & Whitmore LLP, an independent public accounting firm (engagement partner Kenneth Ashford). She signs off on the consolidated financial statements on behalf of management and presents them to the Audit Committee and the full Board. She also oversees DEH's relationship with its primary lender, Meridian National Bank, N.A., which provides a $750 million senior secured revolving credit facility to the Dunmore group (lead banker Gregory Stanhope, Managing Director, Energy Lending Group, Meridian National Bank). Ms. Whitfield stated that she interacts regularly with Mr. Stanhope regarding covenant compliance, borrowing base reporting, and other matters arising under the credit facility.
Revenue Context: Ms. Whitfield stated that Dunmore's consolidated revenue for fiscal year 2021 was approximately $4.87 billion. The company employs approximately 3,200 personnel globally across its upstream, midstream, trading, and renewables business segments. DTI, the entity at the center of the current investigation, represented a significant portion of consolidated revenue, driven by crude oil and refined products trading activity.
III. Familiarity with Dunmore Trading International Ltd. (DTI) Operations
Ms. Whitfield was asked to describe her familiarity with the operations of Dunmore Trading International Ltd. ("DTI"), the Dubai-based trading subsidiary that is the primary focus of the internal investigation.
Ms. Whitfield described DTI as a significant revenue center for the Dunmore group. DTI holds DIFC License No. CL-4827 and maintains offices at Level 14, Gate Building 3, Dubai International Financial Centre ("DIFC"), Dubai, United Arab Emirates. DTI's principal business involves trading in crude oil and refined petroleum products, with a focus on transactions originating in or transiting through the Middle East, Central Asia, and the broader Eastern Hemisphere. Ms. Whitfield stated that DTI also engages in certain logistics and shipping activities ancillary to its trading operations.
Ms. Whitfield confirmed that DTI was run on a day-to-day basis by Derek Hargrave, who held the title of President of DTI. She described Hargrave as having been given substantial autonomy in the management of DTI's trading operations, which she characterized as consistent with the nature of commodity trading businesses. She explained that commodity trading requires rapid decision-making, including the ability to execute large-value trades quickly in response to market conditions, and that this operational reality necessitated a degree of decentralized authority at the subsidiary level. She stated that Hargrave had been with the Dunmore organization since approximately 2014 and had been appointed President of DTI in 2017.
When asked about the degree of oversight exercised by the Houston headquarters over DTI's operations, Ms. Whitfield described a model in which strategic direction, risk management parameters, and financial reporting standards were set at the DEH corporate level, while day-to-day trading decisions, counterparty management, and operational execution were managed locally in Dubai by Hargrave and his team. She noted that this structure was not unusual for multinational commodity trading organizations and had been reviewed and approved by the Board.
Ms. Whitfield stated that she visited the Dubai office approximately twice per year for financial review meetings, budget planning sessions, and general oversight. Her most recent visit to Dubai prior to the interview was in November 2021, during which she participated in DTI's annual budget review for fiscal year 2022 and met with Rajesh Malhotra and other members of the DTI finance team. She stated that during her November 2021 visit, nothing came to her attention that raised concerns about the counterparties or transactions now under investigation.
Ms. Whitfield described her interactions with DTI personnel as follows:
•  Rajesh Malhotra (Controller, DTI): Regular monthly calls, typically lasting 30 to 60 minutes, to review DTI's financial results, discuss consolidation items, and address any accounting issues. Ms. Whitfield characterized Malhotra as her primary point of contact at DTI for financial matters.
•  Derek Hargrave (President, DTI): Less frequent direct contact, approximately quarterly. Hargrave participated in quarterly business reviews with the executive team in Houston, either in person or by videoconference. Ms. Whitfield stated that her discussions with Hargrave were generally high-level, focusing on overall trading performance, market conditions, and significant counterparty relationships.
•  Natasha Sorokin (Senior Trader, DTI): Rare direct contact. Ms. Whitfield stated she had met Sorokin during her visits to Dubai and was aware that Sorokin was a senior trader on the crude oil desk, but she did not have regular communications with Sorokin and was not involved in Sorokin's trading activities.
•  Omar Al-Rashidi (Head of Back Office, DTI): Occasional contact. Ms. Whitfield stated she interacted with Al-Rashidi from time to time in connection with trade settlement and confirmation processes, primarily through the monthly close process and in the context of reconciling intercompany balances.
•  Yves Leclerc (Director of Logistics & Shipping, DTI): Rare direct contact. Ms. Whitfield understood Leclerc to be responsible for managing the logistics and shipping aspects of DTI's trading operations, but she stated that logistics was not an area she was closely involved with on a day-to-day basis.
Ms. Whitfield explained that DTI's financial results were consolidated into DEH's group accounts on a monthly basis as part of the standard monthly close process. The consolidation process involved Malhotra submitting a monthly reporting package to the Houston finance team, which included summary profit and loss data, balance sheet data, intercompany transaction detail, and variance analysis against budget. This reporting package was reviewed by Jonathan Carver (Corporate Controller, DEH Houston) and his team, and the results were incorporated into DEH's consolidated management accounts.
IV. Financial Reporting Oversight of DTI Trading Activity
Ms. Whitfield was asked in greater detail about the financial reporting and internal controls applicable to DTI's trading operations, with a particular focus on the mechanisms available to the Houston finance team to monitor DTI's trading activity and identify potential irregularities.
Ms. Whitfield stated that DTI's trading transactions were recorded in DTI's own accounting and trade management system, which she identified as an instance of the Hollowell Solutions platform. Trade data from Endur flowed into DTI's local general ledger, which was maintained in the same enterprise resource planning system used by the broader Dunmore group (Harborline Software). DTI's local financial data was then incorporated into the DEH consolidated general ledger through the monthly close process, using standard intercompany elimination entries and consolidation adjustments.
Ms. Whitfield indicated that individual trade confirmations, settlement records, and counterparty-level transaction detail were maintained by DTI's back office in Dubai, which was managed by Omar Al-Rashidi. She stated that these granular records were not routinely transmitted to or reviewed by the Houston finance team. Rather, the Houston team received and relied upon summary-level profit and loss reporting, disaggregated by commodity desk (crude oil, refined products, and other), by counterparty (at an aggregate level), and by product type. She acknowledged that this summary-level reporting was the primary basis upon which she and her team monitored DTI's financial performance.
When asked about the process for approving new trading counterparties, Ms. Whitfield described her understanding of the counterparty onboarding process at DTI. She stated that new trading counterparties required approval from the trading desk head — in this case, Derek Hargrave in his capacity as President of DTI — and compliance sign-off from the Chief Compliance Officer, Gerald Fisk. She understood that the compliance sign-off involved, at a minimum, OFAC screening, anti-money laundering checks, and some level of due diligence on the counterparty's ownership structure and financial condition. However, Ms. Whitfield stated that she was not directly involved in the counterparty onboarding process and did not personally review counterparty due diligence files, know-your-customer documentation, or OFAC screening results. She characterized this as a compliance function rather than a finance function.
Ms. Whitfield was asked specifically whether, prior to the commencement of the internal investigation, she had personally reviewed counterparty due diligence files for any of the three counterparties that are the subject of the DOJ inquiry — namely, Petronova Trading FZE, Zenith Petroleum DMCC, and Caspian Logistik GmbH. Ms. Whitfield confirmed that she had not reviewed the due diligence files for any of these entities prior to the investigation. She stated that she became aware of the specific concerns regarding these counterparties only after the investigation commenced.
Ms. Whitfield stated that aggregate counterparty exposure reports were prepared by the DTI back office and the DEH risk management function, and that these reports were presented to the Board of Directors on a quarterly basis as part of the standard risk management reporting package. She explained that the counterparty exposure reports showed the aggregate mark-to-market exposure to each significant counterparty and the top counterparties by notional volume. She stated that the reports were intended to provide the Board with visibility into concentration risk and credit exposure, but noted that they did not include detailed information regarding counterparty beneficial ownership, ultimate parent entities, or sanctions screening results.
V. Knowledge of Specific Counterparties and Transactions at Issue
Ms. Whitfield was asked about her knowledge of the specific counterparties and transactions that are the focus of the internal investigation and the DOJ inquiry. Her responses are summarized below for each counterparty.
A. Petronova Trading FZE
Ms. Whitfield stated that she was generally aware that Petronova Trading FZE was a counterparty of DTI in the crude oil trading business. She recalled seeing the name "Petronova" on counterparty exposure summaries and in DTI's monthly reporting packages, where it appeared as one of DTI's significant crude oil trading counterparties by volume. However, she could not recall specifics of individual transactions involving Petronova prior to the commencement of the DOJ inquiry and the internal investigation.
Ms. Whitfield stated that she did not know Sergei Volkov, the Managing Director of Petronova Trading FZE, personally and had never met him. She had no recollection of ever having a conversation about Volkov with Hargrave, Sorokin, or any other DTI personnel. She also stated that she was not aware of any personal or business relationship between Volkov and any Dunmore employee.
When asked about any connection between Petronova and Volkhov Industrial Group JSC or its controlling shareholder Arkady Volkhov, Ms. Whitfield stated unequivocally that she was not aware of any such connection prior to learning of it through the internal investigation. She stated that the name "Volkhov" was not one she had encountered in any Dunmore financial reporting, Board materials, or business correspondence prior to April 2022.
Ms. Whitfield was informed that the investigation had identified 14 crude oil swap transactions between DTI and Petronova Trading FZE, totaling approximately $218.7 million in aggregate notional value, executed between June 2020 and February 2022. She was asked whether any of these transactions would have required her direct sign-off or approval under Dunmore's delegation of authority framework. Ms. Whitfield stated that they would not have. She explained that the DEH delegation of authority matrix provides the President of DTI with authority to approve individual trading transactions up to certain thresholds, which she recalled as being in the range of $50 million in notional value per transaction for crude oil swaps. She believed that the largest individual transaction with Petronova was in the range of $25 to $30 million in notional value, which was well within Hargrave's delegated authority. Transactions above the threshold required sign-off from the CEO or, for transactions exceeding $100 million, from the Board. She stated that none of the Petronova transactions had been escalated to her for approval.
B. Zenith Petroleum DMCC
Ms. Whitfield stated that she had limited awareness of Zenith Petroleum DMCC as a DTI counterparty. She recalled seeing the name on counterparty exposure summaries at some point but could not recall any specific discussions about Zenith Petroleum or its principal, Farhan Qureshi. She stated that she had no independent knowledge of the two flagged crude oil swap transactions involving Zenith Petroleum that have been identified by the investigation team and characterized her awareness of Zenith Petroleum as minimal.
Ms. Whitfield was not aware of any relationship between Zenith Petroleum DMCC and Petronova Trading FZE, or between Zenith Petroleum and any Volkhov-connected entity. She stated that she had no information to offer regarding the specific circumstances of the Zenith Petroleum transactions beyond what was reflected in DTI's financial reporting.
C. Caspian Logistik GmbH
Ms. Whitfield stated that she had some awareness that DTI used Caspian Logistik GmbH, a Hamburg-based company, for certain logistics and shipping services. She understood Caspian Logistik to be a third-party service provider engaged by DTI for the purpose of facilitating the transport and delivery of physical commodities in connection with DTI's trading operations. She stated that the engagement of logistics providers was an operational matter managed by Yves Leclerc, Director of Logistics & Shipping at DTI, and that she was not involved in the selection or management of logistics vendors.
Ms. Whitfield stated that she was not aware, prior to being informed during the course of the investigation, of the approximately $12.4 million in oilfield equipment exports that had been facilitated through Caspian Logistik GmbH. She expressed surprise at this figure and stated that equipment transactions of that magnitude should have been reflected in DTI's capital expenditure or trading inventory line items in the monthly reporting packages. When asked whether she recalled flagging any specific anomalies in DTI's financial reporting that might have been attributable to these transactions, Ms. Whitfield stated that she could not recall having done so. She acknowledged, however, that it was possible that the transactions were embedded within broader line items in DTI's financial reporting in a manner that would not have drawn her attention at the summary level.
D. Volkhov Industrial Group JSC
Ms. Whitfield stated that she had no knowledge of any direct relationship between any Dunmore entity and Volkhov Industrial Group JSC prior to the listing of Volkhov Industrial Group and its controlling shareholder Arkady Volkhov on the OFAC Specially Designated Nationals and blocked Persons List ("SDN List") on April 6, 2022. She stated that the name "Volkhov" was entirely unfamiliar to her in the context of Dunmore's business operations until the compliance function flagged the potential exposure following the OFAC listing.
Ms. Whitfield stated that she was generally aware of the evolving sanctions regime applicable to the Russian energy sector, including the Sectoral Sanctions Identifications List and the various Executive Orders issued in connection with Russia's invasion of Ukraine. However, she understood compliance with those programs — including the screening of counterparties and the monitoring of prohibited transactions — to be the responsibility of the Chief Compliance Officer, Gerald Fisk, and his team. She stated that she did not independently monitor OFAC designations or sanctions developments and relied on the compliance function to identify and escalate any issues.
VI. Knowledge of Payment Flows Through Crescent Commercial Bank PJSC
Ms. Whitfield was asked about DTI's banking relationships, with a particular focus on Crescent Commercial Bank PJSC, a Dubai-based commercial bank identified in the forensic investigation as the institution through which certain suspect payment flows were routed.
Ms. Whitfield confirmed that she was aware that DTI maintained accounts at Crescent Commercial Bank PJSC ("Crescent Bank") for trade finance and settlement purposes. She identified Khalid Mansour as DTI's relationship manager at Crescent Bank. She stated that Crescent Bank had served as DTI's primary trade finance bank since approximately 2018, when the banking relationship was established as part of an effort to diversify DTI's trade finance sources beyond the group's primary lender, Meridian National Bank, N.A. She recalled that the decision to establish the Crescent Bank relationship was made at the DTI level by Derek Hargrave, with input from David Okafor (VP of Treasury, DEH Houston). She stated that the establishment of the Crescent Bank relationship did not require her direct approval but that she was aware of it at the time.
Ms. Whitfield stated that she was not involved in the day-to-day management of DTI's bank accounts at Crescent Bank or elsewhere. She explained that wire transfers, payment approvals, and trade settlement instructions were handled at the DTI level by Rajesh Malhotra, Controller of DTI, with authorization from Derek Hargrave for payments above certain thresholds. She stated that the specific payment authorization thresholds at DTI required Hargrave's approval for individual wire transfers exceeding $1 million, but she noted that she did not have direct visibility into individual wire transfer activity on a real-time basis.
The undersigned then asked Ms. Whitfield about the $34.2 million in payments across 127 transactions that were routed through intermediary accounts at Crescent Commercial Bank between March 2020 and March 2022, as identified by Ridgeline Advisory Group LLC in its preliminary forensic findings. These payments have been flagged as potentially involving payment structuring and the use of intermediary accounts to obscure the beneficial ownership of the ultimate recipients.
Ms. Whitfield stated that she had no prior awareness of payment structuring or the use of intermediary accounts to obscure beneficial ownership in connection with DTI's trading operations. She explained that the Houston finance team reviewed aggregate cash flow data as part of the monthly close process and the quarterly Board reporting cycle, but that individual wire transfer details — including the identity of intermediary banks, beneficiary account holders, and payment routing — were not part of the financial information routinely transmitted from DTI to Houston. She stated that the monthly reporting packages from Malhotra contained summary cash flow statements and trade settlement data at an aggregate level, but did not break down individual wire transfers, identify the specific bank accounts to which payments were made, or identify the ultimate beneficial owners of counterparty accounts.
Ms. Whitfield acknowledged that this represented a gap in the financial reporting framework and stated that she recognized, with the benefit of hindsight, that more granular visibility into DTI's payment flows could have provided an earlier indication of the issues now under investigation.
VII. Relationship with Gerald Fisk (Former CCO) and Compliance Oversight
Ms. Whitfield was asked about her interactions with Gerald Fisk, the former Chief Compliance Officer of Dunmore Energy Holdings Ltd. The undersigned noted for the record that Fisk departed the Company on June 10, 2022, and is represented by personal counsel, Catherine Blackthorn of Blackthorn & Associates LLP, Houston, Texas.
Ms. Whitfield stated that Fisk reported to General Counsel Marcus Wellbourne on a day-to-day basis, not to her. She noted that this reporting structure — compliance reporting to the General Counsel — was consistent with the organizational structure approved by the Board and was not uncommon in companies of Dunmore's size and complexity. However, she acknowledged that certain governance best practices recommend that the CCO have a direct or dotted-line reporting relationship to the Audit Committee or the Board, and she conceded that this was not the case at Dunmore.
Ms. Whitfield stated that she interacted with Fisk in several contexts. First, Fisk participated in the quarterly Board meetings and presented compliance updates to the Board, typically twice per year or as needed. Ms. Whitfield attended these presentations in her capacity as CFO. Second, Ms. Whitfield interacted with Fisk in the context of internal audit matters, as the internal audit function (which reported to Whitfield) occasionally coordinated with the compliance function on reviews of operational controls. Third, Ms. Whitfield and Fisk were both members of the Company's Enterprise Risk Management Committee, which met quarterly.
Ms. Whitfield characterized Fisk's compliance presentations to the Board as "check-the-box" in nature. She stated that the presentations typically covered sanctions screening processes, anti-corruption compliance (including FCPA and UK Bribery Act), and export control matters at a high level, often in the form of summary dashboards and statistics (e.g., number of OFAC screening hits resolved, number of compliance training sessions conducted, etc.). She stated that she did not recall Fisk ever raising specific concerns about the DTI trading desk's counterparties, the adequacy of counterparty due diligence, or any potential sanctions exposure related to DTI's business. She also did not recall Fisk requesting additional resources for the compliance function during Board meetings, although she allowed that such a request may have been made in conversations with Wellbourne to which she was not a party.
Ms. Whitfield stated that she was not aware of any formal escalation by Fisk regarding Petronova Trading FZE, Zenith Petroleum DMCC, or any Volkhov-connected entities prior to April 11, 2022. On that date, Fisk identified potential Volkhov exposure through a routine OFAC screening refresh prompted by the April 6, 2022 SDN designation and notified Marcus Wellbourne. Ms. Whitfield stated that she was informed of the issue by Wellbourne shortly thereafter, on approximately April 12 or 13, 2022. She could not recall the precise date but stated that it was within a day or two of Fisk's notification to Wellbourne.
Ms. Whitfield expressed concern that the compliance function under Fisk may have been under-resourced relative to the complexity and global scope of Dunmore's operations. She noted that Fisk had a team of only three compliance professionals — including Fisk himself — covering all Dunmore entities globally. She stated that this staffing level struck her, in hindsight, as insufficient to perform robust counterparty due diligence, ongoing monitoring, sanctions screening, and anti-corruption compliance across a $4.87 billion multinational enterprise with operations spanning the Middle East, Europe, the Americas, and Central Asia. She stated that she had not previously raised this concern with the Board or the CEO, as she had deferred to Wellbourne's judgment regarding the adequacy of the compliance function's staffing and resources.
VIII. Awareness of Export Control Requirements
Ms. Whitfield was asked about her awareness of export control requirements applicable to Dunmore's business, specifically the Export Administration Regulations ("EAR") administered by the Bureau of Industry and Security ("BIS") of the U.S. Department of Commerce. The undersigned asked Ms. Whitfield about her familiarity with EAR §746.5, which imposes restrictions on exports, reexports, and transfers to Russia and Belarus, and with the Export Control Classification Numbers ("ECCNs") 2B350 and 2B999, which have been identified as potentially applicable to certain oilfield equipment at issue in the investigation.
Ms. Whitfield stated that export controls were not within her primary area of responsibility as CFO. She acknowledged a general awareness that the Dunmore group was subject to export control requirements by virtue of the U.S.-nexus activities of certain of its subsidiaries and the potential applicability of the EAR's extraterritorial provisions. However, she stated that the specifics of EAR compliance — including the classification of equipment under ECCN categories, the identification of restricted end users, and the procurement and maintenance of required licenses — were managed by the compliance function under Gerald Fisk, in coordination with Yves Leclerc (Director of Logistics & Shipping, DTI) and relevant operational personnel at the subsidiary level.
Ms. Whitfield stated that she had no knowledge of the specific oilfield equipment shipments facilitated through Caspian Logistik GmbH that are alleged to have been destined for end users in Russia. She was not aware of any potentially false end-user certifications or of any attempts to divert controlled items to sanctioned or restricted destinations. She stated that she first learned of the oilfield equipment issue during the course of the internal investigation, and that it was not a matter that had been brought to her attention by Fisk, Leclerc, Hargrave, or any other Dunmore employee prior to the investigation.
Ms. Whitfield stated that she understood the seriousness of the export control issues and recognized that the finance function would need to work closely with the investigation team and the compliance function to understand the financial scope of the potentially non-compliant shipments.
IX. Involvement with Dunmore Renewables GmbH Transaction
Ms. Whitfield was briefly asked about the transaction involving Dunmore Renewables GmbH, a Hamburg-based subsidiary of DEH engaged in renewable energy development, and Caspian Logistik GmbH. The investigation team had identified a transaction or series of transactions between Dunmore Renewables and Caspian Logistik that warranted further inquiry.
Ms. Whitfield stated that Dunmore Renewables GmbH is a relatively small subsidiary within the Dunmore group, focused on the development of renewable energy projects in Germany and Northern Europe. The subsidiary is managed by Tobias Engel, who holds the title of Managing Director of Dunmore Renewables GmbH. Ms. Whitfield stated that Engel reports to the CEO, Callum Renshaw, on operational matters, and that the financial reporting for Dunmore Renewables flows from Hamburg to the Houston finance team through the standard monthly close and consolidation process.
Ms. Whitfield stated that she had no specific knowledge of any transaction between Dunmore Renewables GmbH and Caspian Logistik GmbH prior to the commencement of the investigation. She characterized Engel's involvement in any Caspian Logistik-related activity as tangential, based on information she had received from the investigation team. She stated that she did not have sufficient information to comment further on the nature or purpose of the transaction at this time but expressed willingness to review any relevant documentation that the investigation team might provide.
X. Internal Controls and Financial Statement Implications
Ms. Whitfield was asked to provide her assessment of the adequacy of Dunmore's internal controls over financial reporting, particularly as they relate to trade finance transactions at the DTI subsidiary level, in light of the findings emerging from the forensic investigation.
Ms. Whitfield acknowledged, candidly, that the internal controls framework as of April 2022 may not have been adequate to detect the types of structuring, intermediary arrangements, and counterparty obfuscation identified by the forensic investigation. She identified several specific areas of weakness:
Counterparty Beneficial Ownership. Ms. Whitfield stated that counterparty-level beneficial ownership information was not tracked or maintained in the DEH consolidated accounting system. The accounting system recorded counterparty names and basic identifying information, but did not capture ultimate beneficial ownership data, parent entity relationships, or sanctions screening results. This information, to the extent it was collected, was maintained in the compliance function's separate records and was not integrated into the financial reporting infrastructure.
Wire Transfer Monitoring. Ms. Whitfield stated that individual wire transfer reviews were not part of the standard monthly close process at the Houston level. The Houston finance team reviewed aggregate cash flow data and trade settlement summaries, but did not examine individual wire transfer instructions, intermediary bank routing, or beneficiary account details. She acknowledged that this gap in monitoring meant that the payment structuring identified by Ridgeline Advisory Group — involving the routing of $34.2 million through intermediary accounts at Crescent Commercial Bank — would not have been detected through the normal financial reporting process.
Internal Audit Coverage. Ms. Whitfield stated that the internal audit function, which reported to her, had not conducted a specific audit of DTI's trade finance operations since 2019. She acknowledged that the three-year gap in audit coverage of this high-risk area was significant. She attributed the gap in part to the internal audit team's focus on other priority areas, including the integration of a midstream acquisition completed in 2020 and the implementation of new revenue recognition standards. She also noted that the COVID-19 pandemic had disrupted the internal audit team's travel schedule, making on-site audits of the Dubai office logistically challenging during 2020 and much of 2021.
Ms. Whitfield stated that she had already begun discussions with Ashford & Whitmore LLP, DEH's independent auditor (engagement partner Kenneth Ashford), about the potential implications of the investigation findings for DEH's audited financial statements. She stated that these discussions were preliminary and that the principal areas of focus included: (i) whether the suspect transactions require any restatement or adjustment to previously filed financial statements; (ii) whether additional disclosures are required in connection with the DOJ inquiry and the potential financial exposure; and (iii) whether the identified internal control weaknesses constitute a material weakness or significant deficiency that must be reported under applicable auditing standards.
Ms. Whitfield provided her perspective on the materiality of the suspect transactions. She noted that the total notional value of the 14 flagged swap transactions with Petronova Trading FZE was approximately $218.7 million, and that an additional 9 tainted transactions (across Petronova, Zenith Petroleum, and certain Caspian Logistik-related activity) had a combined value of approximately $156.3 million. She stated that these figures are material in the context of DTI's operations and significant in the context of DEH's consolidated financials. However, she observed that the profit-and-loss impact — that is, the net margins earned by DTI on these trades, as opposed to the gross notional values — would need to be assessed by the forensic accountants to determine the actual financial statement impact. She noted that Ridgeline Advisory Group LLC (engagement lead Dr. Margaret Liu, engagement number RAG-2022-0319) had been retained as of May 2, 2022, to perform the forensic accounting analysis, and that the net margin analysis was expected to be a key component of their work product.
XI. Board and Shareholder Communications
Ms. Whitfield was asked about the timing and substance of communications with the Board of Directors and the Company's principal shareholders regarding the DOJ inquiry and the internal investigation.
Ms. Whitfield confirmed that the Board was notified promptly after the grand jury subpoena, GJ No. 22-418, was received on April 19, 2022. She stated that CEO Callum Renshaw and General Counsel Marcus Wellbourne made the initial notification to the Board, including the shareholder-designated directors, on or about April 19-20, 2022. She recalled that the notification was made by telephone and followed by a written summary circulated to the Board under a confidentiality legend.
Ms. Whitfield stated that she participated in a series of calls with representatives of the Company's principal equity holders in late April 2022. Specifically:
•  Greystone Capital Partners Fund IV, L.P.: Ms. Whitfield participated in a call with Richard Fairbanks (Managing Partner, Greystone Capital Partners), who was accompanied on the call by Greystone's outside counsel, Arthur Pennington III of Harwood & Pennington LLP. The call covered the scope and nature of the DOJ inquiry, the Company's preliminary assessment of financial exposure, and the plan for the internal investigation. Ms. Whitfield provided information regarding the potential financial implications, including the notional values of the flagged transactions and the potential for disgorgement or penalties.
•  Thornbury Infrastructure Fund II, L.P.: Ms. Whitfield participated in a separate call with Helen Cresswell (Managing Director, Thornbury Capital Management). The call covered substantially similar topics.
Ms. Whitfield stated that the Board authorized the retention of Calderwood & Harkness LLP to conduct the internal investigation and to represent the Company in connection with the DOJ inquiry. The Board also authorized the expenditure necessary for the investigation, including the retention of Ridgeline Advisory Group LLC for forensic accounting services. Ms. Whitfield has been tracking the legal and advisory costs associated with the investigation and stated that she anticipated they would be significant, though she did not provide a specific estimate at this time.
Ms. Whitfield noted that Dunmore's $750 million senior secured revolving credit facility with Meridian National Bank, N.A. contains covenants that require the Company to disclose material government inquiries and investigations. She stated that Marcus Wellbourne handled the notification to Meridian, coordinating with Gregory Stanhope (Managing Director, Energy Lending Group) to ensure that the disclosure was made in accordance with the terms of the credit agreement. She understood that the notification was made in late April 2022 but could not recall the precise date. She stated that Meridian had not, to her knowledge, taken any adverse action in response to the notification, such as restricting borrowing availability or declaring an event of default.
XII. D&O Insurance
Ms. Whitfield was briefly asked about the Company's directors and officers liability insurance coverage in connection with the current matter.
She confirmed that Dunmore Energy Holdings Ltd. maintains directors and officers liability insurance ("D&O Insurance") through Garrison Mutual Insurance Co., a Bermuda-domiciled insurer. The policy is identified as Policy Number GM-DO-2021-08734. The policy provides the following coverage terms:
•  Aggregate Limit: $50 million
•  Per Claim Limit: $10 million
•  Retention (Self-Insured Retention): $2.5 million
Ms. Whitfield noted that Howard Quinn, the Calderwood & Harkness billing partner for the Dunmore matter, was coordinating the D&O insurance claim submission with Patricia Holbrook, the assigned claims adjuster at Garrison Mutual Insurance Co. Ms. Whitfield stated that it was her understanding that the D&O policy would cover defense costs incurred in connection with the DOJ investigation, subject to the terms and conditions of the policy, including the retention. However, she stated that she understood disgorgement payments, penalties, and fines may not be covered under the policy, and that this was a matter that the firm was analyzing separately.
Ms. Whitfield stated that she was not aware of any coverage disputes or reservation-of-rights communications from Garrison Mutual as of the date of this interview, but that the claim was still in the early stages of processing.
XIII. Document Preservation and Cooperation
Ms. Whitfield confirmed that she is fully complying with the litigation hold notice issued on April 20, 2022, and that she has preserved all potentially relevant documents in her possession, custody, or control. This includes, without limitation, emails (both archived and current), electronic files on shared drives and local storage, financial reports and workpapers, Board presentations and materials, committee minutes, and communications with DTI personnel and other Dunmore employees.
Ms. Whitfield stated that she has not communicated with Derek Hargrave about the substance of the investigation since the litigation hold was issued. She also confirmed that she has not communicated with Natasha Sorokin about the substance of the investigation. She noted that Hargrave had not yet been placed on administrative leave at the time of this interview; he continued in his role as President of DTI subject to enhanced oversight. (For the record, Hargrave was subsequently placed on administrative leave effective July 1, 2022.) Ms. Whitfield noted that Sorokin had been placed on administrative leave effective May 16, 2022, and that she had not communicated with Sorokin since that date.
Ms. Whitfield stated that she has had limited operational communications with other DTI personnel, including Rajesh Malhotra, in the ordinary course of business related to the monthly close process and financial reporting. She stated that these communications have been confined to routine financial matters and have not addressed the substance of the investigation.
Ms. Whitfield expressed her willingness to cooperate fully with the investigation and to provide additional documents, information, or testimony as requested by Calderwood & Harkness LLP. She stated that she understood the seriousness of the matter and was committed to assisting the Company in resolving it.
XIV. Interviewer's Assessment and Follow-Up Items
A. Credibility Assessment
Ms. Whitfield appeared forthcoming, cooperative, and consistent in her responses throughout the approximately two-and-a-half-hour interview. She answered questions directly, acknowledged the limits of her knowledge where appropriate, and did not appear evasive or defensive. She volunteered information on several occasions without prompting, including her concern regarding the under-resourcing of the compliance function and her candid assessment of the internal control gaps. Her acknowledgment of limitations in her knowledge of DTI's day-to-day trading operations and the compliance function is consistent with her role as group CFO of a large, decentralized multinational organization. There were no material inconsistencies in her account.
B. Key Takeaways
The following key observations emerge from the interview:
1.  No Direct Involvement in Suspect Transactions. Ms. Whitfield had no direct involvement in the suspect transactions involving Petronova Trading FZE, Zenith Petroleum DMCC, or Caspian Logistik GmbH. None of the flagged transactions required her personal approval under the delegation of authority framework. She had no knowledge of the Volkhov connection prior to the commencement of the investigation.
2.  Summary-Level Financial Reporting. Financial reporting from DTI to the Houston finance team was at a summary level and did not provide visibility into individual counterparty beneficial ownership, payment routing through intermediary bank accounts, or end-user certifications for equipment shipments. The reporting framework was designed for consolidation and performance monitoring purposes, not for compliance monitoring or fraud detection.
3.  Material Internal Control Gaps. The internal controls framework as of April 2022 had material gaps with respect to trade finance transaction monitoring at the subsidiary level. These include the absence of beneficial ownership tracking in the accounting system, the lack of individual wire transfer reviews at the Houston level, and the three-year gap in internal audit coverage of DTI's trade finance operations.
4.  Under-Resourced Compliance Function. The compliance function under Gerald Fisk appears to have been under-resourced, with only three compliance professionals covering the entire global Dunmore enterprise. This staffing level appears inadequate relative to the complexity and risk profile of the organization, particularly given the high-risk nature of DTI's commodity trading operations in the Middle East and Central Asian markets.
5.  Prompt Board and Shareholder Communications. Board and shareholder communications regarding the DOJ inquiry were handled promptly following receipt of the grand jury subpoena, and the Board authorized the internal investigation and related expenditures in a timely manner.
C. Follow-Up Items
The following follow-up items have been identified based on the Whitfield interview:
1.  Quarterly Counterparty Exposure Reports. Obtain and review the quarterly counterparty exposure reports presented to the Board of Directors for the period 2020 through 2022 to assess what information regarding the flagged counterparties was available to Ms. Whitfield and the Board during the relevant period.
2.  Monthly Reporting Packages from Rajesh Malhotra. Obtain Rajesh Malhotra's monthly reporting packages submitted to the Houston finance team for the period March 2020 through April 2022 to determine what financial information was communicated from DTI to Houston and whether the suspect transactions were identifiable from the reporting data.
3.  Forensic Accounting Analysis — Net Profit Margins. Coordinate with Ridgeline Advisory Group LLC (engagement lead Dr. Margaret Liu, engagement number RAG-2022-0319) regarding the net profit margin analysis for the tainted transactions to determine the actual P&L and financial statement impact, as distinguished from the gross notional values.
4.  Financial Statement Disclosure Implications. Confirm with Ashford & Whitmore LLP (engagement partner Kenneth Ashford) the status of the assessment regarding potential financial statement disclosure implications, including the need for any restatement, adjustment, or supplemental disclosure.
5.  Potential Follow-Up Interview. Consider whether a follow-up interview of Ms. Whitfield is warranted after the forensic accounting findings from Ridgeline Advisory Group are available and the investigation team has reviewed the documentary evidence referenced in this memorandum.
6.  Internal Audit Documentation. Request documentation of the internal audit function's last review of DTI's trade finance operations, which Ms. Whitfield stated was conducted in 2019. Obtain the audit report, workpapers, and any management responses to assess the scope of the 2019 audit and whether any deficiencies were identified at that time.
XV. Certification and Distribution
This memorandum was prepared based on the undersigned's recollection of the interview and the contemporaneous notes taken by Elena Vasquez, Paralegal Manager. It has been reviewed for accuracy and completeness. It is not a verbatim transcript of the interview.
Prepared by:
________________________________________
Nicholas Ferreira Associate, White Collar & Investigations Calderwood & Harkness LLP 1200 McKinney Street, Suite 2100 Houston, TX 77010
Date: May 30, 2022
Reviewed by:
________________________________________
Victoria Chambers Partner, White Collar & Investigations Calderwood & Harkness LLP Responsible Partner — Matter No. 1016-00009
Date: ________
________________________________________
Jasmine Thornton Lead Associate, White Collar & Investigations Calderwood & Harkness LLP
Date: ________
Distribution: Confidential — Calderwood & Harkness LLP Investigation Team Only (Matter No. 1016-00009). This memorandum is not to be distributed to any person outside the investigation team without the express authorization of Victoria Chambers, Responsible Partner.
PRIVILEGE DESIGNATION: This memorandum constitutes attorney work product and is protected by the attorney-client privilege. It was prepared in anticipation of litigation and at the direction of counsel for Dunmore Energy Holdings Ltd. in connection with the internal investigation arising from the DOJ inquiry referenced herein. Any inadvertent disclosure of this memorandum does not constitute a waiver of any applicable privilege or protection. If you have received this memorandum in error, please notify Nicholas Ferreira at Calderwood & Harkness LLP immediately and return or destroy all copies.
Interview Date: | May 30, 2022
Interview Location: | Calderwood & Harkness LLP, Houston Office, 1200 McKinney Street, Suite 2100, Houston, TX 77010, Conference Room 21-A
Interviewers: | Nicholas Ferreira, Associate, Calderwood & Harkness LLP
Also Present: | Elena Vasquez, Paralegal Manager, Calderwood & Harkness LLP (notetaker)
Witness Counsel: | None — Ms. Whitfield is a corporate employee of Dunmore Energy Holdings Ltd.; the company is represented by Calderwood & Harkness LLP
Duration: | Approximately 2.5 hours (10:00 a.m. – 12:30 p.m. CDT)

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