ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT — STRICTLY CONFIDENTIAL
WITNESS INTERVIEW PROTOCOL & UPJOHN WARNING SCRIPT
INTERNAL INVESTIGATION OF DUNMORE ENERGY HOLDINGS LTD.
April 18, 2022
Distribution: This protocol is for the exclusive use of the internal Calderwood & Harkness LLP investigation team and may not be distributed, reproduced, or disclosed to any person outside the following authorized recipients without the prior written approval of Victoria Chambers:
Victoria Chambers, Responsible Partner, Washington, D.C. Howard Quinn, Deputy Chair, White Collar & Investigations, Washington, D.C. Jasmine Thornton, Lead Associate, Washington, D.C. Liam Donahue, Working Associate, New York Conrad Reeves, Senior Counsel, Export Controls & Sanctions, Washington, D.C. Amara Osei, Associate, London Nicholas Ferreira, Associate, Houston Elena Vasquez, Paralegal Manager, Washington, D.C.
No copy of this protocol shall be provided to the client, Dunmore Energy Holdings Ltd., its officers, directors, employees, or to any third party, including counsel for Greystone Capital Partners Fund IV, L.P. or Thornbury Infrastructure Fund II, L.P., without the express written authorization of Victoria Chambers.
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I. PURPOSE AND SCOPE
1.1 Purpose of this Protocol
This protocol establishes the standard procedure governing all witness interviews conducted by Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") in connection with the internal investigation of Dunmore Energy Holdings Ltd. ("Dunmore," "DEH," or the "Company") and its subsidiaries, including but not limited to Dunmore Trading International Ltd. ("DTI"), Dunmore upstream Americas LLC ("DUA"), Dunmore Renewables GmbH, and Dunmore Exploration West Africa Ltd. The internal investigation arises from the inquiry opened by the U.S. Department of Justice, National Security Division, Counterintelligence and Export Control Section, which was formally communicated to the Company on or about April 19, 2022.
The objectives of this protocol are as follows:
(a) To ensure uniformity, consistency, and quality across all witness interviews conducted during the course of the investigation, regardless of the location, identity, or seniority of the witness;
(b) To preserve and protect the attorney-client privilege of Dunmore Energy Holdings Ltd. and its subsidiaries, and to maintain the integrity of attorney work product generated in connection with the investigation;
(c) To ensure full compliance with applicable professional responsibility obligations, including the ethical obligations of counsel in conducting internal corporate investigations;
(d) To provide the mandatory Upjohn corporate Miranda warning script (the "Upjohn Warning") to be administered verbatim at the outset of every interview session, thereby avoiding any claim of an implied attorney-client relationship between Calderwood & Harkness and any individual witness;
(e) To address the unique challenges presented by a multi-jurisdictional investigation spanning six jurisdictions — the Cayman Islands, the United Arab Emirates, the United States, Germany, Nigeria, and the United Kingdom — each of which imposes distinct legal requirements regarding privilege, data protection, employment law, and related matters; and
(f) To establish clear lines of authority, responsibility, and accountability within the Calderwood & Harkness investigation team for the planning, execution, documentation, and follow-up of all witness interviews.
This protocol is a living document and may be amended from time to time as the investigation evolves, in accordance with Section XIII below. All members of the investigation team are expected to familiarize themselves thoroughly with this protocol and to adhere to its requirements in all respects.
1.2 Scope of the Internal Investigation
The internal investigation concerns potential violations of U.S. sanctions laws and export control regulations arising from activities at DTI's Dubai-based trading desk and related operations. Specifically, the investigation addresses the following areas of concern:
Sanctions Laws. The investigation encompasses potential violations of sanctions programs administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, including but not limited to:
(i) Executive Order 14024, "Blocking Property With Respect To Specified Harmful Foreign Activities Of The Government Of The Russian Federation," as amended;
(ii) Directive 2 under Executive Order 13662, which imposes sectoral sanctions on certain entities operating in the Russian Federation's energy sector; and
(iii) The Specially Designated Nationals and blocked Persons List ("SDN List") maintained by OFAC, specifically the listing of Volkhov Industrial Group JSC and related persons.
Export Control Regulations. The investigation also encompasses potential violations of the Export Administration Regulations ("EAR"), administered by the Bureau of Industry and Security ("BIS") of the U.S. Department of Commerce, including:
(i) EAR §746.5, governing exports, reexports, and transfers (in-country) to the Russian Federation;
(ii) Export Control Classification Numbers ("ECCNs") 2B350 (chemical manufacturing facilities and equipment) and 2B999 (specific processing equipment not controlled by ECCN 2B350); and
(iii) End-use and end-user restrictions applicable to oilfield equipment and related technology.
Conduct at Issue. The conduct under investigation spans approximately March 2020 through April 2022 and involves the following key areas:
(a) Crude Oil Swap Transactions. Fourteen crude oil swap transactions with an aggregate notional value of approximately $218.7 million, executed by DTI's Dubai-based trading desk with two counterparties: Petronova Trading FZE (a company registered in the Sharjah Airport International Free Zone, UAE) and Zenith Petroleum DMCC (a company registered in the Dubai Multi Commodities Centre, UAE). The investigation will examine whether these counterparties had undisclosed beneficial ownership ties to Volkhov Industrial Group JSC, an entity subject to OFAC sanctions as described below.
(b) Oilfield Equipment Exports. Exports of oilfield equipment valued at approximately $12.4 million, routed through Caspian Logistik GmbH, a Hamburg-based freight forwarding and logistics company. The investigation will examine the classification of the exported items under the EAR, the accuracy of export documentation, and the ultimate end-use and end-user of the equipment.
(c) Payment Structuring. Approximately 127 payment transactions totaling approximately $34.2 million, processed through Crescent Commercial Bank PJSC, a banking institution based in Abu Dhabi, UAE. The investigation will examine whether these payment patterns were structured to avoid detection by compliance screening systems or regulatory reporting thresholds.
Counterparty Sanctions Exposure. The counterparties referenced above are suspected of having undisclosed ties to Volkhov Industrial Group JSC ("Volkhov"), a Russian-headquartered energy and industrial conglomerate. Volkhov was designated by OFAC under Directive 2 of Executive Order 13662 (sectoral sanctions) on November 15, 2019, and was subsequently added to the SDN List (full blocking) on April 6, 2022. The investigation will examine the nature and extent of any relationship between Petronova Trading FZE, Zenith Petroleum DMCC, Caspian Logistik GmbH, and Volkhov, including any role played by individuals associated with Volkhov.
Grand Jury Subpoena. The DOJ National Security Division, Counterintelligence and Export Control Section, has issued Grand Jury Subpoena No. GJ 22-418, issued by the U.S. District Court for the District of Columbia (Grand Jury 22-2), requiring the production of documents related to the above-described transactions and activities. Dunmore is in the process of responding to this subpoena, and the internal investigation is being conducted in parallel with the Company's compliance with the subpoena.
1.3 Estimated Interview Universe
The investigation team anticipates conducting witness interviews of approximately forty-seven (47) current and former employees of Dunmore and its subsidiaries across three rounds of interviews, as follows:
First Round (May 18 – June 30, 2022). Approximately twenty-two (22) interviews. The first round will focus on key operational personnel at DTI, including traders, compliance staff, and senior management with direct knowledge of the transactions at issue. This round will also include initial interviews of relevant finance and compliance personnel at DUA and the parent company.
Second Round (August 5 – September 30, 2022). Approximately fifteen (15) interviews. The second round will focus on witnesses identified during the first round as having potentially relevant information, as well as witnesses in support functions (legal, compliance, finance, logistics, shipping) whose roles may bear on the transactions under investigation. This round will also include interviews of witnesses at Dunmore Renewables GmbH and Dunmore Exploration West Africa Ltd. as warranted by the evidence.
Third Round (February 15 – March 15, 2023). Approximately ten (10) interviews, including re-interviews of key witnesses from earlier rounds where follow-up is needed, as well as newly identified witnesses. The scope of the third round will be determined based on the findings of the first two rounds and any additional document review.
Interviews are anticipated to be conducted in the following locations, depending on the location of the witness and other logistical considerations: Houston, Texas; Dubai, United Arab Emirates; London, United Kingdom; Hamburg, Germany; Lagos, Nigeria; and George Town, Grand Cayman, Cayman Islands. The specific location for each interview will be determined during the scheduling process described in Section IV.3 below.
The number, timing, and location of interviews are estimates and are subject to change as the investigation progresses. Additional interviews may be added at any time upon the direction of Victoria Chambers.
1.4 Client Identification
It is essential that all members of the investigation team clearly understand the scope and limitations of Calderwood & Harkness's representation in this matter.
Entity Client. Calderwood & Harkness represents the entity Dunmore Energy Holdings Ltd. and its subsidiaries, including DTI, DUA, Dunmore Renewables GmbH, and Dunmore Exploration West Africa Ltd. (collectively, the "Company"). The Firm's duties of loyalty, confidentiality, and competent representation run to the Company as an entity, and not to any individual associated with the Company.
No Individual Representation. Calderwood & Harkness does NOT represent any individual employee, officer, or director of the Company or any subsidiary in their personal capacity. This includes, without limitation, current and former officers, directors, and employees who may be interviewed as part of the investigation. The Upjohn Warning administered at each interview is designed to communicate this point clearly to every witness.
Client Contacts. The primary client contact for this investigation is Marcus Wellbourne, Esq., General Counsel of Dunmore Energy Holdings Ltd. Mr. Wellbourne is authorized to receive reports on the progress of the investigation, to provide instructions on behalf of the Company, and to coordinate the Firm's access to Company personnel, documents, and facilities. Callum Renshaw, Chief Executive Officer, and Sandra Whitfield, Chief Financial Officer, are also authorized to receive communications and provide instructions on behalf of the Company. All substantive communications with the Company should be directed through Mr. Wellbourne in the first instance unless otherwise directed by Victoria Chambers.
Majority Shareholder. Greystone Capital Partners Fund IV, L.P. ("Greystone") holds approximately 62.5% of the equity of Dunmore Energy Holdings Ltd. Greystone is represented by Harwood & Pennington LLP, with Arthur Pennington III serving as lead partner. Greystone is a party to a Joint Defense / Common Interest Agreement dated April 25, 2022 (the "Common Interest Agreement"), and certain investigation findings may be shared with Harwood & Pennington under the terms of that agreement. However, Greystone is not a client of Calderwood & Harkness, and the Firm owes no duties of representation to Greystone or to Harwood & Pennington.
Minority Shareholder. Thornbury Infrastructure Fund II, L.P. ("Thornbury") holds approximately 15% of the equity of Dunmore Energy Holdings Ltd. Thornbury is managed by Thornbury Asset Management Ltd., with Helen Cresswell serving as Managing Director. Thornbury is also a party to the Common Interest Agreement. However, like Greystone, Thornbury is not a client of Calderwood & Harkness, and the Firm owes no duties of representation to Thornbury or its counsel.
All team members must be mindful of these client-identification distinctions throughout the investigation. If any question arises regarding the scope of Calderwood & Harkness's representation, the matter should be raised with Victoria Chambers immediately.
II. INTERVIEW TEAM COMPOSITION AND RESPONSIBILITIES
2.1 Core Interview Team
The following individuals comprise the core investigation team responsible for planning, conducting, and documenting witness interviews:
Victoria Chambers — Responsible Partner, White Collar & Investigations Group, Washington, D.C. Office. Ms. Chambers has overall responsibility for the investigation and final authority on all protocol matters, witness prioritization, privilege determinations, and communications with the DOJ. Ms. Chambers will personally conduct interviews of senior executives and other key witnesses, including Tier 1 witnesses as defined in Section IV.1 below. All significant decisions regarding the conduct of the investigation, including any departures from this protocol, must be approved by Ms. Chambers.
Jasmine Thornton — Lead Associate, White Collar & Investigations Group, Washington, D.C. Office. Ms. Thornton serves as the primary interviewer for most operational-level witnesses and is responsible for coordination and scheduling of interviews across all locations. Ms. Thornton will prepare or supervise the preparation of witness-specific interview outlines and will serve as the day-to-day point of contact for the investigation team on interview-related matters.
Liam Donahue — Working Associate, White Collar & Investigations Group, New York Office. Mr. Donahue will serve as secondary interviewer and dedicated note-taker for interviews conducted in Washington, D.C. and New York. Mr. Donahue is also responsible for document-based questioning, including the preparation of document exhibit lists for each interview.
Conrad Reeves — Senior Counsel, Export Controls & Sanctions Practice, Washington, D.C. Office. Mr. Reeves will participate in interviews requiring specialized knowledge of U.S. sanctions programs (OFAC, SDN List, sectoral sanctions), export control regulations (EAR, ECCNs), and related compliance matters. Mr. Reeves will advise the interview team on the legal framework applicable to the transactions under investigation and will assist in formulating questions regarding counterparty screening, export classification, and end-user certification procedures.
Amara Osei — Associate, White Collar & Investigations Group, London Office. Ms. Osei will conduct interviews in London and Dubai and is responsible for cross-border legal considerations, including issues arising under UAE law, DIFC law, UK law, and the General Data Protection Regulation ("GDPR"). Ms. Osei will coordinate with local counsel as needed and will advise the investigation team on any jurisdiction-specific modifications to interview procedures.
Nicholas Ferreira — Associate, White Collar & Investigations Group, Houston Office. Mr. Ferreira will conduct interviews in Houston and will serve as the primary interviewer for finance and compliance personnel based at DUA's Houston offices. Mr. Ferreira will work closely with Ms. Thornton on interview scheduling and preparation for Houston-based witnesses.
Elena Vasquez — Paralegal Manager, Washington, D.C. Office. Ms. Vasquez is responsible for scheduling and logistics for all interviews across all locations, including conference room reservations, travel arrangements, and coordination with the Company's General Counsel regarding access to Company facilities. Ms. Vasquez will also compile and maintain the master Interview Summary Index described in Section XII.1 below.
Thomas Bradshaw — Senior Paralegal, e-discovery Lead, New York Office. Mr. Bradshaw is responsible for assembling document binders for each interview from the Nexagen Analytics e-discovery platform (Project No. NX-DEH-2204). Mr. Bradshaw will coordinate with the lead interviewer to identify relevant documents for each witness and will ensure that all documents included in binders are properly Bates-stamped and organized by topic.
2.2 Minimum Staffing per Interview
Every interview conducted pursuant to this protocol must have at least two Calderwood & Harkness attorneys present at all times: one serving as the lead interviewer and one serving as the dedicated note-taker. This minimum staffing requirement is essential for proper documentation of the interview and to ensure that privileged communications are adequately witnessed and recorded.
In instances where a witness's personal counsel is present at the interview, either Victoria Chambers or Jasmine Thornton must serve as the lead interviewer. This requirement reflects the heightened sensitivity of interviews involving represented witnesses, including the need to manage potential objections from personal counsel and to ensure that the Upjohn distinction is clearly maintained.
For interviews conducted outside the United States, local law considerations — including data protection, employment law, and privilege — may require the involvement of Amara Osei or a local-qualified attorney admitted to practice in the relevant jurisdiction. The decision regarding whether local counsel participation is necessary will be made by Victoria Chambers in consultation with Ms. Osei, taking into account the specific circumstances of each interview.
Where the subject matter of an interview involves complex sanctions or export control issues, Conrad Reeves should participate as a third attorney to provide subject-matter expertise and to formulate specialized questions. Mr. Reeves's participation is strongly encouraged for all Tier 1 and Tier 2 interviews but is not mandatory for Tier 3 interviews unless the interview outline indicates that sanctions or export control issues are likely to arise.
2.3 Roles During Interview
Each member of the interview team present at a given interview session shall fulfill a specifically designated role, as follows:
Lead Interviewer. The lead interviewer has primary responsibility for the conduct of the interview. The lead interviewer administers the Upjohn Warning at the outset of the session, conducts all primary questioning, manages the pacing and flow of the interview, and determines when to transition between topics. The lead interviewer is also responsible for managing any interactions with the witness's personal counsel, including responding to objections and clarifying the scope of permissible questioning. The lead interviewer exercises judgment regarding when to press a witness on a particular topic, when to move on, and when to pause or terminate the interview.
Note-Taker / Second Attorney. The note-taker is the designated second attorney who takes contemporaneous notes of the interview in accordance with the requirements set forth in Section VI below. The note-taker observes the witness's demeanor, body language, and emotional reactions, and records any notable observations. The note-taker also prepares follow-up questions for the lead interviewer's consideration during natural breaks in the interview. The note-taker does not conduct primary questioning unless specifically invited to do so by the lead interviewer. The note-taker's focus must remain on accurate and comprehensive documentation of the witness's statements.
Document Handler (if a third attorney or paralegal is present). When a third attorney or a paralegal is present at the interview, that individual may serve as the document handler, responsible for managing the document exhibits shown to the witness during the interview. The document handler identifies, retrieves, and presents documents from the binder at the lead interviewer's direction, records the exhibit numbers and Bates ranges of all documents shown to the witness, and ensures that all documents are collected from the witness at the conclusion of the interview. The document handler does not conduct questioning.
These role designations must be confirmed among the interview team members before the interview begins. Roles should not be changed during an interview without the lead interviewer's express direction.
III. THE UPJOHN WARNING — MANDATORY SCRIPT
3.1 Legal Basis and Importance
The requirement to administer the Upjohn Warning derives from the landmark decision of the Supreme Court of the United States in Upjohn Co. v. United States, 449 U.S. 383 (1981). In Upjohn, the Court held that the attorney-client privilege extends to communications between corporate counsel and corporate employees made for the purpose of seeking or providing legal advice to the corporation, even where the employee is not a member of the corporation's senior management or "control group." The Court recognized that effective legal advice to a corporate client requires the free flow of information between counsel and the corporation's employees, and that this flow would be inhibited if employees could not communicate candidly with counsel in confidence.
A critical corollary of the Upjohn principle is that the attorney-client privilege arising from such communications belongs to the corporation — not to the individual employee. The corporation alone has the power to assert or waive the privilege. This distinction has profound implications in the context of internal investigations, particularly where the corporation may ultimately elect to cooperate with government authorities and to disclose the substance of its investigative findings, including the content of employee interviews.
Administering the Upjohn Warning at the outset of every interview serves the following essential purposes:
(a) Preserving the Company's Privilege. By clearly establishing at the outset that the interview is being conducted for the purpose of providing legal advice to the Company, the warning creates a clear record that the communication is privileged. Failure to administer the warning, or a deficient warning, could jeopardize the privileged status of the communication.
(b) Avoiding Implied Attorney-Client Relationships. Without a clear warning, an individual employee may reasonably believe that the interviewing attorneys represent the employee's personal interests. Such a belief could give rise to an implied attorney-client relationship between the Firm and the individual, creating conflicts of interest, disqualification risks, and ethical complications. The warning eliminates this ambiguity by making clear that Calderwood & Harkness represents the Company and not the individual.
(c) Ensuring Informed Participation. The warning ensures that the witness understands the nature and limitations of the interview, including the fact that information the witness provides may be disclosed to third parties — including the government — at the Company's sole discretion. This understanding enables the witness to make an informed decision about whether to participate and whether to retain personal counsel.
(d) Maintaining the Company's Waiver Authority. By making clear that the privilege belongs to the Company, the warning preserves the Company's ability to waive the privilege selectively, including in the context of cooperation with the DOJ and OFAC. This is particularly critical in this investigation, given the Company's commitment to cooperating with the DOJ National Security Division and the possibility that cooperation may require disclosure of interview summaries or investigation findings pursuant to a selective waiver.
The importance of the Upjohn Warning cannot be overstated. In this investigation, the potential consequences of a deficient warning are significant. If a witness were later to claim that he or she believed Calderwood & Harkness was providing personal legal advice, the resulting conflict could compromise the Firm's ability to represent the Company, could create grounds for disqualification, and could undermine the privileged status of the interview and related work product. All team members must treat the administration of the Upjohn Warning as a non-negotiable requirement.
The protocol for selective waiver of privilege in connection with DOJ cooperation is addressed in a separate memorandum dated July 1, 2022, prepared by Victoria Chambers and Howard Quinn, and distributed to the investigation team under separate cover. That memorandum should be consulted for guidance on the circumstances under which waiver may be authorized, the procedures for implementing a selective waiver, and the safeguards to be employed to limit the scope of any such waiver.
3.2 Mandatory Upjohn Warning Script
The following warning must be read verbatim to every witness at the beginning of every interview session, including re-interviews and follow-up sessions. The warning must not be paraphrased, summarized, or abbreviated under any circumstances. Each element of the warning serves a distinct legal purpose, and the omission or modification of any element could compromise its effectiveness.
The lead interviewer should read the warning in a clear, measured tone, pausing after each numbered point to allow the witness to absorb the information. The lead interviewer should maintain eye contact with the witness and be attentive to any signs of confusion or concern.
UPJOHN WARNING — VERBATIM SCRIPT
> "Good [morning/afternoon]. Thank you for meeting with us today. Before we begin, I need to explain a few important things about this interview.
> 1. We are lawyers from Calderwood & Harkness LLP. We represent Dunmore Energy Holdings Ltd. and its subsidiaries, including Dunmore Trading International Ltd. We are conducting an internal investigation on behalf of the company.
> 2. We do not represent you personally. Our client is the company — not you as an individual. If you believe you need personal legal advice, you have the right to retain your own attorney at any time.
> 3. This interview is protected by the attorney-client privilege. However, the privilege belongs to the company, not to you. That means the company — and only the company — may decide to waive the privilege and disclose information from this interview to third parties, including the U.S. Department of Justice, the Office of Foreign Assets Control (OFAC), or other government agencies. You do not have the authority to waive the privilege, and you may not prevent the company from doing so.
> 4. We ask that you keep the substance of this interview confidential and not discuss it with other employees, witnesses, or third parties, other than your own personal attorney (if you have retained one). This confidentiality request is important to protect the integrity of the investigation.
> 5. We ask that you cooperate fully and answer our questions honestly and completely. It is important that your answers are truthful.
> 6. Do you understand what I have just explained? Do you have any questions before we proceed?"
A stand-alone, single-page copy of this script is provided as Appendix A to this protocol. The lead interviewer should bring a printed copy of Appendix A to each interview session and read directly from the printed copy to ensure verbatim administration. The printed copy should not be provided to the witness but should be retained in the interview file.
3.3 Confirmation of Understanding
Following the administration of the Upjohn Warning, the lead interviewer must obtain an affirmative verbal acknowledgment from the witness confirming that the witness understands each element of the warning. The lead interviewer should ask clearly: "Do you understand what I have just explained?" and wait for the witness to respond affirmatively. If the witness simply nods or provides a non-verbal response, the lead interviewer should request a verbal confirmation for the record.
The note-taker must record the witness's response in the interview notes and, subsequently, in the interview memorandum. The record should include a statement substantially in the following form:
"The Upjohn warning was administered to [Witness Name] by [Lead Interviewer Name] at [time]. [Witness Name] confirmed understanding of the warning and stated that [he/she] had no questions before proceeding."
If the witness expresses any confusion or hesitation regarding any element of the warning, the lead interviewer must not proceed with substantive questioning until the confusion is resolved. The lead interviewer should re-explain the relevant point or points in plain language, taking care not to provide legal advice to the witness, and should then re-confirm the witness's understanding. The re-explanation and subsequent confirmation must also be recorded in the notes.
If the witness states that he or she wishes to retain personal counsel before proceeding with the interview, the interview must be paused immediately. The witness should be informed that he or she is free to do so and that the interview will be rescheduled to accommodate the participation of personal counsel. The lead interviewer should not attempt to dissuade the witness from retaining counsel or suggest that retention of counsel is unnecessary. Following the pause, the lead interviewer must notify Victoria Chambers and Marcus Wellbourne, Esq. (General Counsel) as soon as practicable so that appropriate arrangements can be made.
3.4 Re-Administration at Subsequent Interviews
For any witness who is interviewed more than once — whether in a subsequent round of interviews or as part of a follow-up session within the same round — the Upjohn Warning must be re-administered in full at the beginning of each new interview session. There are no exceptions to this requirement. The passage of time between interview sessions may cause a witness to forget or misremember the terms of the warning, and re-administration ensures that the privilege is preserved and that the witness's understanding is current.
When re-administering the warning, the lead interviewer should note that the warning was previously administered at the prior interview session and provide the date of the prior session. For example:
"Before we begin today, I want to remind you of several important points that I explained to you when we last spoke on [date of prior interview]. I am going to go through them again to make sure everything is clear."
The lead interviewer should then read the full script as set forth in Section 3.2 above. The note-taker must record the re-administration, including a reference to the date of the prior interview session and the witness's confirmation of understanding.
3.5 Modifications for Witnesses with Personal Counsel
Certain witnesses in this investigation are expected to retain, or have already retained, personal counsel to represent them in their individual capacities. As of the date of this protocol, the following witnesses are known to have retained personal counsel:
Gerald Fisk — Former Chief Compliance Officer, Dunmore Energy Holdings Ltd., departed the Company on June 10, 2022. Mr. Fisk is represented by Catherine Blackthorn of Blackthorn & Associates LLP, 700 Louisiana Street, Suite 4300, Houston, TX 77002.
Derek Hargrave — President, Dunmore Trading International Ltd., placed on administrative leave effective July 1, 2022. Mr. Hargrave is represented by James Overstreet of Overstreet & McClain PLLC, 2200 Ross Avenue, Suite 3600, Dallas, TX 75201.
Natasha Sorokin — Senior Trader, Dunmore Trading International Ltd., placed on administrative leave effective May 16, 2022. Ms. Sorokin is represented by Philip Keane of Wexford Keane LLP, 2000 K Street NW, Suite 650, Washington, DC 20006.
Additional witnesses may retain personal counsel as the investigation progresses. The investigation team should be alert to this possibility and should update the witness list and contact information accordingly.
When a witness's personal counsel is present at an interview, the following procedures apply:
(a) Personal counsel must be acknowledged on the record at the outset of the interview. The note-taker should record the name, firm, and the individual represented by personal counsel.
(b) The Upjohn Warning is still administered in full, without modification. The fact that personal counsel is present does not eliminate the need for the warning.
(c) The lead interviewer should note on the record that personal counsel's presence at the interview does not create an attorney-client relationship between Calderwood & Harkness and the witness. Calderwood & Harkness continues to represent the Company, and personal counsel represents the individual.
(d) Personal counsel may object to specific questions on grounds personal to the witness, such as the Fifth Amendment privilege against self-incrimination or other personal privileges. However, personal counsel may not direct the witness not to answer a question absent a valid privilege claim personal to the witness. If personal counsel raises an objection, the lead interviewer should note the objection on the record, assess its validity, and determine whether to rephrase the question, move on to a different topic, or address the objection with personal counsel off the record. If a dispute cannot be resolved during the interview, Victoria Chambers should be consulted.
Scheduling of interviews with represented witnesses must be coordinated through their personal counsel. Direct contact by any member of the investigation team with a represented witness about the substance of the investigation without the knowledge and consent of the witness's personal counsel is strictly prohibited and would violate applicable rules of professional conduct. All scheduling communications with personal counsel should be handled by Elena Vasquez or Jasmine Thornton, with copies retained in the matter file.
IV. PRE-INTERVIEW PREPARATION
4.1 Custodian and Witness Identification
A comprehensive witness list is maintained by Elena Vasquez and is updated on an ongoing basis as the investigation progresses and as new witnesses are identified through document review, prior witness interviews, or other sources. The current witness list, as of the date of this protocol, is attached as Appendix D. The list will be revised and supplemented as needed, and updated versions will be circulated to the investigation team.
Witnesses have been categorized into three priority tiers based on the assessed significance of their expected knowledge and involvement with the subject matter of the investigation:
Tier 1 (Critical). Tier 1 witnesses are individuals who are believed to have direct, first-hand knowledge of the transactions, decisions, and communications at the core of the investigation. These witnesses are considered essential to the investigation, and their interviews are of the highest priority. Tier 1 witnesses include:
• Callum Renshaw, Chief Executive Officer, Dunmore Energy Holdings Ltd.
• Derek Hargrave, President, Dunmore Trading International Ltd. (administrative leave effective July 1, 2022; represented by James Overstreet, Overstreet & McClain PLLC)
• Natasha Sorokin, Senior Trader, Dunmore Trading International Ltd. (administrative leave effective May 16, 2022; represented by Philip Keane, Wexford Keane LLP)
• Gerald Fisk, former Chief Compliance Officer, Dunmore Energy Holdings Ltd. (departed June 10, 2022; represented by Catherine Blackthorn, Blackthorn & Associates LLP)
• Omar Al-Rashidi, Head of Middle East Operations, Dunmore Trading International Ltd.
• Sandra Whitfield, Chief Financial Officer, Dunmore Energy Holdings Ltd.
Tier 2 (Important). Tier 2 witnesses are individuals who are believed to have significant knowledge relevant to the investigation but who may not have been directly involved in the decision-making or execution of the transactions at issue. Tier 2 witnesses include:
• Yves Leclerc, Director of Logistics & Shipping, Dunmore Trading International Ltd.
• Rajesh Malhotra, Controller, Dunmore Trading International Ltd.
• Tobias Engel, Managing Director, Dunmore Renewables GmbH
• Priya Nayar, Chief Compliance Officer, Dunmore Energy Holdings Ltd. (appointed August 1, 2022)
Tier 3 (Supporting). Tier 3 witnesses include additional traders, compliance analysts, finance personnel, administrative staff, and other employees at DTI, DUA, and other subsidiaries whose testimony may provide contextual or corroborative information. The specific list of Tier 3 witnesses is set forth in Appendix D and will be updated as the investigation progresses.
Jasmine Thornton is responsible for preparing a witness-specific interview outline for each scheduled interview. The outline should include the key areas of inquiry for the witness, references to specific documents (by Bates number) that may be shown to the witness, a summary of known relevant facts pertaining to the witness's role and activities, and any information obtained from prior witness interviews that bears on the witness's expected testimony. The outline should be circulated to the interview team no later than three business days before the scheduled interview to allow for review and comment.
4.2 Document Assembly
Thomas Bradshaw is responsible for assembling a document binder for each witness interview. Documents will be drawn from the Nexagen Analytics e-discovery platform, where the Company's document universe has been hosted under Project No. NX-DEH-2204. The document production to the DOJ uses the Bates prefix DEH-DOJ-, and the same numbering convention should be used for documents included in interview binders to facilitate cross-referencing.
Each document binder should contain the following materials, as applicable:
(a) Copies of key documents relevant to the witness's role, responsibilities, and expected testimony, bearing Bates stamps consistent with the production numbering convention (prefix DEH-DOJ-);
(b) Organizational charts showing the witness's position within the corporate structure, reporting lines, and relationships with other relevant personnel;
(c) Relevant transaction records, including trade confirmations, swap documentation, invoices, bills of lading, export declarations, and related commercial documents;
(d) Correspondence and communications (including emails, instant messages, and text messages) involving the witness and relating to the transactions, counterparties, or compliance issues under investigation;
(e) Any prior statements, internal reports, memoranda, or presentations authored by the witness or in which the witness is referenced; and
(f) Relevant compliance screening reports, OFAC screening results, and export classification documentation.
All documents included in interview binders remain the property of the Company and may not be copied, retained, or removed by the witness. At the conclusion of each interview, the document handler (or, if no document handler is present, the note-taker) must collect all documents from the witness and confirm that no materials have been retained.
If any document proposed for inclusion in an interview binder is subject to a separate privilege claim, a litigation hold that restricts its use, or any other sensitivity, Conrad Reeves or Jasmine Thornton must pre-review and approve the document's inclusion before it is added to the binder. Documents subject to joint defense or common interest protections under the Common Interest Agreement must be handled with particular care and should not be shown to witnesses without prior consultation with Victoria Chambers.
4.3 Scheduling and Logistics
Elena Vasquez is responsible for scheduling all interviews and managing the associated logistics. The following guidelines apply:
Interview Locations. Interviews are to be conducted in private, secure conference rooms that afford confidentiality and minimize the risk of eavesdropping or inadvertent disclosure. The following locations are designated as primary interview venues:
• Washington, D.C.: Calderwood & Harkness LLP, 1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006
• Houston: Calderwood & Harkness LLP, 1200 McKinney Street, Suite 2100, Houston, TX 77002
• London: Calderwood & Harkness LLP, 30 St Mary Axe, 12th Floor, London EC3A 8BF
• Dubai: DTI offices, Level 14, Gate Building 3, DIFC, P.O. Box 506774, Dubai, UAE (or a suitable external venue as arranged by Amara Osei)
• Dunmore offices: Interviews at Dunmore offices may be arranged upon prior coordination with Marcus Wellbourne, Esq., provided that appropriate privacy and confidentiality can be maintained.
For Dubai-based interviews, Amara Osei will coordinate logistics and address any considerations specific to the Dubai International Financial Centre ("DIFC"), including any requirements imposed by DIFC Data Protection Law No. 1 of 2019 or applicable UAE federal law. If an external venue is required (for example, if conducting an interview at DTI offices poses confidentiality concerns), Ms. Osei will identify and arrange a suitable alternative.
Time Allocation. Adequate time must be scheduled for each interview to allow for thorough questioning without undue haste. The following minimum time allocations apply:
• Tier 1 and Tier 2 witnesses: Minimum of two (2) hours, with an additional one (1) hour blocked for follow-up and overflow. For particularly complex interviews (e.g., Derek Hargrave, Natasha Sorokin, Gerald Fisk), a full half-day (4 hours) should be reserved.
• Tier 3 witnesses: Minimum of ninety (90) minutes.
Interpreter Arrangements. All interviews are expected to be conducted in English. However, if any witness is not sufficiently fluent in English to participate fully in the interview, arrangements should be made for a qualified interpreter. As of the date of this protocol, no interpreter is anticipated to be needed based on the current witness list, but Ms. Vasquez should confirm language proficiency as part of the scheduling process and arrange interpreter services if required.
Technology. If documents are to be displayed electronically rather than in hard copy (for example, in remote or hybrid interview settings), the necessary technology must be confirmed in advance, including secure screen-sharing capability and adequate internet connectivity. Any electronic display of documents must comply with the Firm's information security protocols.
4.4 Pre-Interview Checklist
Before each interview, the lead interviewer must complete the Pre-Interview Checklist (a form copy of which is provided as Appendix B to this protocol). The checklist confirms the completion of the following preparatory steps:
1. Witness Identity and Status. Confirm the witness's full name, current title and role (or former title and role, if separated), and current employment status (active, administrative leave, or separated from the Company).
2. Personal Counsel. Confirm whether the witness has retained personal counsel. If personal counsel has been retained, confirm counsel's name, firm, and contact information; confirm that scheduling has been coordinated through personal counsel; and confirm counsel's availability and attendance at the interview.
3. Litigation Hold Acknowledgment. Confirm that the witness received and acknowledged the litigation hold notice issued on April 20, 2022, and the reminder notice issued on July 15, 2022. If the witness has not acknowledged the litigation hold, flag this issue for Victoria Chambers and Marcus Wellbourne.
4. Upjohn Warning Readiness. Confirm that a printed copy of the Upjohn Warning script (Appendix A) is available for the lead interviewer to read at the interview. If this is a re-interview, confirm the date of the prior interview at which the warning was previously administered.
5. Document Binder. Confirm that Thomas Bradshaw has assembled the document binder for the interview and that the binder has been reviewed and approved by the lead interviewer (and by Conrad Reeves or Jasmine Thornton, if privilege-sensitive documents are included).
6. Interview Outline. Confirm that the witness-specific interview outline has been prepared by the lead interviewer (with input from subject-matter attorneys as appropriate) and has been circulated to the interview team.
7. Conference Room and Logistics. Confirm the conference room booking, confirm any technology needs, and confirm any travel or logistical arrangements.
The completed checklist should be retained in the matter file as part of the interview record for the relevant witness.
V. CONDUCT OF THE INTERVIEW
5.1 Opening
The interview should begin promptly at the scheduled time. The lead interviewer should welcome the witness and introduce all Calderwood & Harkness attorneys and staff present at the interview by name, role, and office location. The introduction should be professional and courteous, setting a tone of seriousness but not hostility.
Following the introductions, the lead interviewer must administer the Upjohn Warning verbatim, reading from the script set forth in Section III.2 above (or from the printed copy provided as Appendix A). The lead interviewer should read the warning in its entirety, pausing briefly after each numbered point, and should conclude by asking the witness to confirm understanding and to ask any questions.
Upon receiving the witness's affirmative confirmation of understanding, the note-taker should record the confirmation in the interview notes, including the time at which the warning was administered and the substance of the witness's response.
The lead interviewer should then state, for the record, the date, time, and location of the interview. This information should be recorded by the note-taker as the first substantive entry in the interview notes.
If the witness's personal counsel is present, the lead interviewer should acknowledge personal counsel on the record, noting counsel's name, firm, and the individual he or she represents. The lead interviewer should also state, for the record, that the presence of personal counsel does not alter the terms of the Upjohn Warning or create any attorney-client relationship between Calderwood & Harkness and the witness.
5.2 Background and Biographical Information
After the opening formalities, the lead interviewer should begin with background and biographical questions. This portion of the interview serves to establish the witness's identity, role, and relevance to the investigation and to put the witness at ease before more substantive questioning begins.
The lead interviewer should confirm the following information:
• The witness's full legal name and any name variations used in business or communications;
• The witness's current title, role, and responsibilities (or, if the witness is separated from the Company, the title, role, and responsibilities held during the relevant time period);
• The witness's dates of employment with the Company and any subsidiaries, including the specific entity by which the witness is or was employed;
• The witness's reporting lines — to whom the witness reported and who reported to the witness during the relevant time period;
• The witness's educational and professional background, to the extent relevant to the investigation (e.g., compliance certifications, prior experience in energy trading, sanctions compliance training); and
• The witness's general responsibilities and day-to-day activities during the relevant time period (March 2020 through April 2022).
The lead interviewer should also establish the witness's involvement, if any, with the specific subject matter of the investigation. This includes, but is not limited to:
• Any involvement in transactions with Petronova Trading FZE or Zenith Petroleum DMCC, including the negotiation, execution, or monitoring of crude oil swap transactions;
• Any involvement in oilfield equipment exports, including transactions routed through Caspian Logistik GmbH;
• Any dealings with Volkhov Industrial Group JSC or any individual or entity associated with Volkhov, including Sergei Volkov, Arkady Volkhov, or any other person identified in the course of the investigation;
• Any interaction with Crescent Commercial Bank PJSC, including the establishment or maintenance of trade finance or payment processing relationships;
• Any involvement in compliance screening, counterparty due diligence, or OFAC screening processes; and
• Any involvement in export classification, end-user certification, or licensing for oilfield equipment or related technology.
5.3 Substantive Questioning
Following the biographical portion of the interview, the lead interviewer should transition to substantive questioning. Substantive questioning should be structured from general to specific: the interviewer should begin with open-ended questions about the witness's role and responsibilities, then progressively narrow the focus to specific transactions, communications, decisions, and events.
Open-ended questions should precede document-based questioning. For example, before showing the witness a specific email or transaction record, the lead interviewer should first ask what the witness recalls about the topic or transaction in general terms. This approach allows the interviewer to assess the witness's independent recollection before refreshing it with documents.
Document-Based Questioning. After eliciting the witness's general recollection, the lead interviewer should show the witness specific documents from the binder and ask the witness to identify the document, explain its context and significance, and provide any additional information or recollection prompted by the document. The lead interviewer should reference each document by its Bates number and provide a brief description for the record.
Key Probe Areas. The substantive questioning should cover the following topics, to the extent relevant to the particular witness:
(a) Counterparty Identification and Beneficial Ownership. The witness's knowledge of the identities and beneficial ownership of Petronova Trading FZE and Zenith Petroleum DMCC, including any awareness that these entities may have been owned, controlled, or influenced by Volkhov Industrial Group JSC or persons associated with Volkhov. The relationship between Sergei Volkov and Arkady Volkhov, and any knowledge of that relationship, should be explored.