Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to present to the Board of Directors of Quorum Insurance Holdings Corp. ("Quorum," "QIH," or the "Company") a comprehensive governance overhaul package for consideration and adoption at the Board's regularly scheduled meeting on December 11, 2025. The eleven-member Board is being asked to review, consider, and approve a suite of governance deliverables that, take

1. Restatement of Five Existing Board Committee Charters. The charters of the Audit Committee, the Compensation & Human Capital Committee, the Nominating & Corporate Governance Committee, the Risk Committee, and the Investment Committee have each been comprehensively reviewed, updated, and restated to reflect current regulatory requirements, evolving best practices, peer benchmarking insights, and the specific observ

2. Adoption of a New Sixth Committee Charter — Technology & Cybersecurity Oversight Committee. In response to the growing significance of technology risk, cybersecurity, and digital transformation to the Company's operations and strategic direction, a new standing committee charter has been drafted for the Technology & Cybersecurity Oversight Committee, which will serve as the Board's sixth standing committee.

3. Revised Delegation of Authority Matrix — Parent/Holding-Company Level. The Delegation of Authority Matrix ("DOA Matrix") for Quorum Insurance Holdings Corp. at the parent and holding-company level has been comprehensively overhauled to update expenditure, commitment, and settlement authority thresholds that have not been systematically reviewed since 2017.

4. Model Subsidiary Delegation of Authority Matrix Template. A standardized model DOA matrix template has been developed for adoption by each of the Company's regulated insurance subsidiaries and operating subsidiaries, designed to ensure consistency and alignment between parent-level and subsidiary-level authority delegations.

5. Amended & Restated Corporate Governance Guidelines. The Company's Corporate Governance Guidelines have been amended and restated to incorporate board refreshment provisions, director overboarding limits, a majority voting standard for uncontested director elections, a formalized shareholder engagement protocol, and an annual board and committee self-evaluation process.

6. Conforming Amendments to the Bylaws. Conforming amendments to Articles III and IV of the Bylaws of Quorum Insurance Holdings Corp. have been prepared to reflect the addition of the sixth standing committee, to formalize committee appointment mechanics, and to cross-reference officer authority to the DOA Matrix.

7. Omnibus Board Resolution (and Alternative Written Consent). An Omnibus Board Resolution has been prepared for adoption at the December 11, 2025 meeting, authorizing the adoption of all foregoing items in a single comprehensive action. An alternative Written Consent form has also been prepared in the event that the in-person meeting cannot be held or a quorum is not achieved. Recommendation. Calderwood & Harkness L

II. BACKGROUND AND TRIGGERING EVENTS A. Company Overview Quorum Insurance Holdings Corp. ("Quorum" or "QIH") is a Delaware corporation publicly traded on the New York Stock Exchange under the ticker symbol QIHC. The Company's principal executive offices are located at 280 Asylum Street, Suite 2200, Hartford, Connecticut 06103. Quorum's Delaware registered agent is Capitol Registered Agents, Inc., located at 1209 Oran

1. Garrett & Whitfield LLP Management Letter (March 14, 2025) Quorum's independent registered public accounting firm, Garrett & Whitfield LLP, issued its management letter for the fiscal year 2024 audit on March 14, 2025. The management letter was prepared under the direction of Roland S. Brewer, the firm's Lead Engagement Partner for the Quorum engagement. While the management letter did not identify any material we

2. Veltrano Institutional Partners Shareholder Letter (June 18, 2025) On June 18, 2025, Veltrano Institutional Partners, LP — Quorum's largest institutional shareholder, holding approximately 8.3% of outstanding shares — sent a letter to Lead Independent Director Arthur J. Pennington. The letter was signed by Terrence "Terry" Blackwood, Veltrano's Head of Corporate Governance & Stewardship. The Veltrano letter expres

3. Apex Proxy Advisors Governance Benchmarking Report (June 30, 2025) On June 30, 2025, Apex Proxy Advisors, Inc. delivered a governance benchmarking report to Quorum. The report was prepared under the direction of Dana Durneval, Senior Vice President, Advisory Services at Apex. The benchmarking report compared Quorum's governance framework against a peer group of 14 publicly traded insurance holding companies of com

4. Board Authorization (July 22, 2025) In light of the foregoing triggering events — the Garrett & Whitfield management letter observations, the institutional shareholder feedback from Veltrano and Westbrook, and the Apex benchmarking findings — the QIH Board, at its regularly scheduled meeting on July 22, 2025, authorized the commencement of a comprehensive governance overhaul project. The Board directed management

III. ENGAGEMENT OVERVIEW AND WORKSTREAM SUMMARY A. Scope of Engagement The scope of Calderwood & Harkness's engagement, as defined in the September 5, 2025 engagement letter, encompasses seven distinct but interrelated workstreams: Workstream 1: Review and restate all five existing board committee charters (Audit Committee; Compensation & Human Capital Committee; Nominating & Corporate Governance Committee; Risk Comm

IV. RESTATED COMMITTEE CHARTERS — SUMMARY OF KEY CHANGES This section summarizes the key substantive changes to each of the five restated committee charters and the key provisions of the new Technology & Cybersecurity Oversight Committee charter. Full execution versions and redline comparisons of each charter are enclosed as Documents No. 1 through 11 in the enclosed package. The Board is encouraged to review the red

V. REVISED DELEGATION OF AUTHORITY MATRIX A. Overview of Revisions The existing Delegation of Authority Matrix for Quorum Insurance Holdings Corp. at the parent and holding-company level was last comprehensively updated on October 6, 2017. In the eight years since that comprehensive update, the sole amendment was a narrow, targeted change to claims-payment authority thresholds adopted on April 22, 2020. No systematic