Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to present the results of our initial gap analysis of the five existing standing committee charters (the "Charters") of the Board of Directors (the "Board") of Quorum Insurance Holdings Corp. ("QIH," "Quorum," or the "Company") (NYSE: QIHC), a Delaware-incorporated, publicly traded multi-line insurance and financial technology holding com

2. Compensation & Human Capital Committee

3. Nominating & Corporate Governance Committee

5. Investment Committee Each of the five Charters was originally adopted on February 12, 2016, in connection with the Company's initial public offering and listing on the New York Stock Exchange. Targeted amendments were subsequently adopted on March 20, 2019 (affecting the Audit Committee and the Nominating & Corporate Governance Committee charters) and June 14, 2021 (affecting the Audit Committee and Compensation &

II. Scope and Methodology A. Scope of Review Calderwood & Harkness received the following documents from the Office of the General Counsel on September 19, 2025, as the primary corpus for this review: • Audit Committee Charter (as amended through June 14, 2021) • Compensation & Human Capital Committee Charter (as amended through June 14, 2021) • Nominating & Corporate Governance Committee Charter (as amended through

III. Charter-by-Charter Gap Analysis The following sections present C&H's gap analysis findings for each of the five existing Charters. For each Charter, we provide a brief description of its current state, followed by a detailed discussion of each identified gap, the basis for our finding, and our recommendation for remediation. Each gap is classified as a "Compliance Gap" (indicating a deficiency relative to curren

1. Current State The Audit Committee Charter was originally adopted on February 12, 2016 and has been amended twice — on March 20, 2019 and June 14, 2021. Of the five existing Charters, the Audit Committee Charter has received the most attention from the Board, reflecting the critical role of the Audit Committee in financial reporting oversight and regulatory compliance. Notwithstanding these prior amendments, the Ch

2. Gap: Absence of Enterprise Risk Management (ERM) Oversight Responsibility Classification: Best Practice Gap The current Audit Committee Charter does not include any explicit reference to oversight responsibility for the Company's enterprise risk management ("ERM") framework. While the Charter addresses internal controls and financial reporting risk in general terms, it does not assign the Audit Committee a role in

3. Gap: Missing Clawback-Policy Administration Language Classification: Compliance Gap In October 2022, the SEC adopted Rule 10D-1, which required the national securities exchanges to adopt listing standards mandating that listed companies adopt and comply with a written clawback policy for the recovery of erroneously awarded incentive-based compensation in the event of an accounting restatement. The NYSE adopted Rul

4. Gap: Annual Self-Evaluation Provision Missing Classification: Compliance Gap

Section 303A.09 of the NYSE Listed Company Manual requires that the audit committee, compensation committee, and nominating/governance committee of a listed company each conduct an annual self-evaluation. The 2024 amendments to Section 303A further clarified the NYSE's expectations regarding the process and substance of committee self-evaluations, including the expectation that the evaluation address the committee's

5. Gap: Insufficient Independence and Financial-Expert Qualification Language Classification: Best Practice Gap (trending toward Compliance Gap) The current Charter's provisions regarding committee member independence requirements and the definition of "audit committee financial expert" were drafted in 2016 and do not reflect the 2024 amendments to NYSE Section 303A. While the substantive requirements of independence

6. Gap: Coordination Protocol with Risk Committee Classification: Best Practice Gap As noted in connection with the ERM oversight gap (Section III.A.2 above), there is no formal protocol for information-sharing or coordination between the Audit Committee and the Risk Committee. Both committees have overlapping interests in several critical areas, including but not limited to: enterprise risk management; reserving ade

7. Additional Observations In addition to the gaps identified above, C&H notes the following observations regarding the Audit Committee Charter that, while not rising to the level of formal gap findings, merit attention during the restatement process: Whistleblower / Complaint-Handling Procedures. The current Charter references the Audit Committee's responsibility for establishing procedures for the receipt, retentio

1. Current State The Compensation & Human Capital Committee Charter was originally adopted on February 12, 2016 and was amended on June 14, 2021. The 2021 amendment was principally directed at adding "Human Capital" to the committee name, reflecting the Board's recognition of the growing importance of human-capital-management oversight as a board-level responsibility. However, as discussed below, the 2021 amendment d

2. Gap: Missing Authority to Retain Independent Compensation Consultants Without Further Board Approval Classification: Compliance Gap

Section 303A.05 of the NYSE Listed Company Manual requires that compensation committees of listed companies have the sole authority to retain and terminate compensation consultants, legal counsel, and other advisors, and the sole authority to approve fees and other retention terms for such advisors. This authority is to be exercised by the committee in its sole discretion, without the requirement of further Board app

3. Gap: Substantive Human-Capital-Management Oversight Language Absent Classification: Best Practice Gap As noted above, the 2021 amendment to the Charter added "Human Capital" to the committee name but did not add substantive provisions regarding the committee's role in overseeing human-capital-management ("HCM") matters. The result is a significant disparity between the committee's name — which signals to investors

4. Gap: Annual Self-Evaluation Provision Missing Classification: Compliance Gap As with the Audit Committee Charter, the Compensation & Human Capital Committee Charter does not include a provision requiring the committee to conduct an annual self-evaluation. This is a compliance deficiency under NYSE Section 303A.09, which requires that the compensation committee of a listed company conduct an annual performance eval

5. Gap: Compensation Risk Assessment Classification: Best Practice Gap The Charter does not explicitly require the committee to oversee an annual assessment of whether the Company's compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. Item 402(s) of SEC Regulation S-K requires disclosure in the annual proxy statement regarding the Company's comp

6. Additional Observations CEO Compensation-Setting Process. The current Charter's description of the committee's role in setting CEO compensation is adequate in its current form. However, the provisions addressing non-CEO executive officer compensation could be clarified to more precisely delineate the committee's approval authority, the role of the CEO in making recommendations regarding the compensation of other o

1. Current State The Nominating & Corporate Governance Committee Charter (the "Nom/Gov Charter") was originally adopted on February 12, 2016 and was amended once on March 20, 2019. Notably, this Charter has not been amended since 2019, predating the 2021 amendments to the Audit Committee and Compensation Committee charters. As a result, the Nom/Gov Charter is the least current of the three charters specifically ident

2. Gap: ESG / Sustainability Oversight Not Addressed Classification: Best Practice Gap The Nom/Gov Charter contains no reference to environmental, social, or governance ("ESG") oversight, sustainability matters, or the Company's corporate responsibility practices. In the current governance landscape, the allocation of ESG oversight to a specific Board committee — most commonly the nominating and corporate governance

3. Gap: Director Skills-Matrix Requirement Absent Classification: Best Practice Gap The current Nom/Gov Charter does not require the committee to develop, maintain, or periodically review a director skills matrix or competency framework. A director skills matrix is a governance tool that maps the skills, qualifications, experiences, and demographic attributes of individual directors against the Board's identified nee

4. Gap: Shareholder-Engagement Protocol Not Referenced Classification: Best Practice Gap The Nom/Gov Charter does not include any provision addressing structured engagement between the Board and the Company's significant shareholders on governance matters. Shareholder engagement has become a critical component of corporate governance, and the formalization of engagement protocols — specifying which directors are avai

5. Gap: Board-Refreshment Provisions Classification: Best Practice Gap The Nom/Gov Charter does not address board refreshment policies, including mandatory retirement age, tenure limits for independent directors, or overboarding policies (limits on the number of public-company boards on which a director may serve). These matters are properly addressed in the Corporate Governance Guidelines rather than in the Nom/Gov

6. Gap: Majority Voting Standard Classification: Best Practice Gap The current Nom/Gov Charter references a plurality voting standard for uncontested director elections. We understand that the Company is considering an amendment to its Corporate Governance Guidelines that would adopt a majority voting standard for uncontested director elections, which is the prevailing standard among large-capitalization publicly tra

7. Gap: Annual Self-Evaluation Provision Missing Classification: Compliance Gap Consistent with the deficiency identified in the Audit Committee and Compensation Committee charters, the Nom/Gov Charter does not include a provision requiring the committee to conduct an annual self-evaluation. This is a compliance deficiency under NYSE Section 303A.09. Recommendation: Add a mandatory annual self-evaluation provision, c

1. Current State The Risk Committee Charter was originally adopted on February 12, 2016 and has never been subsequently amended. It is the only Charter among the five that has received no updates whatsoever in nearly ten years of the Company's existence as a public company. This is a notable fact in light of the significant evolution of risk management practices, regulatory expectations, and the Company's own risk pr

2. Gap: Absence of Insurance-Specific Risk Categories Classification: Best Practice Gap (with compliance implications) The current Risk Committee Charter addresses risk oversight in generic terms that would be applicable to any publicly traded company, without referencing the insurance-specific risk categories that are critical to the governance of an insurance holding company. Specifically, the Charter does not ment

3. Gap: No Coordination Protocol with Audit Committee Classification: Best Practice Gap As discussed in Section III.A.6 above in connection with the Audit Committee Charter, there is no formal mechanism for coordination between the Risk Committee and the Audit Committee, despite significant overlapping responsibilities. This gap is of equal concern when viewed from the Risk Committee perspective. The Risk Committee's

4. Gap: No Coordination Protocol with Proposed Technology & Cybersecurity Oversight Committee Classification: Enhancement Opportunity If the Board adopts C&H's recommendation to establish a new Technology & Cybersecurity Oversight Committee (as discussed in Section V below), the Risk Committee Charter should include a coordination protocol with that committee. Technology risk and cybersecurity risk are components of

5. Gap: Regulatory and Compliance Risk Oversight Classification: Best Practice Gap The current Risk Committee Charter does not explicitly address the committee's role in overseeing regulatory compliance risk across the multiple state insurance jurisdictions in which QIH's regulated subsidiaries operate. QIH's insurance subsidiaries are subject to comprehensive regulation by the Connecticut Department of Insurance (th