Contract analysis

I. Executive Summary This memorandum presents Calderwood & Harkness LLP's ("Calderwood & Harkness" or "C&H") initial gap analysis of the Delegation of Authority Matrix (the "DOA Matrix") of Quorum Insurance Holdings Corp. ("Quorum," "QIH," or the "Company"), a publicly traded Delaware corporation (NYSE: QIHC), headquartered at 280 Asylum Street, Suite 2200, Hartford, CT 06103. The purpose of this memorandum is to ide

II. Background and Scope of Analysis A. Engagement Context Calderwood & Harkness LLP was engaged by QIH pursuant to an engagement letter executed on September 5, 2025, to conduct a comprehensive review and overhaul of the Company's governance framework, with particular emphasis on the DOA Matrix and committee charter architecture. The engagement was opened under Engagement No. 1025-00005. The scope of the DOA-related

1. QIH Delegation of Authority Matrix, as adopted by the Board on October 6, 2017, together with the interim amendment dated April 22, 2020 (limited to claims-payment authority thresholds).

2. Subsidiary-level delegation-of-authority documents for each of QIH's five principal subsidiaries: (a) Quorum Property & Casualty Insurance Company (CT-domiciled; NAIC 38472); (b) Lone Star Specialty Insurance Company (TX-domiciled; NAIC 41359); (c) Great Lakes Surety & Indemnity Co. (OH-domiciled; NAIC 29814); (d) Quorum MGA Services, LLC (DE LLC); and (e) Vantage Digital Insurance Solutions, Inc. (DE corporation)

3. QIH Corporate Governance Guidelines (current version, as posted on the Company's investor relations website).

4. QIH Bylaws, with particular attention to Articles III (Board of Directors) and IV (Officers), including Section 4.2 (officer authority provisions).

5. QIH Board Committee Charters for each of the Company's five standing committees: (a) Audit Committee Charter; (b) Compensation & Human Capital Committee Charter; (c) Nominating & Corporate Governance Committee Charter; (d) Risk Committee Charter; and (e) Investment Committee Charter. All charters were originally adopted on February 12, 2016, with amendments adopted on March 20, 2019, and June 14, 2021.

6. Garrett & Whitfield LLP Management Letter dated March 14, 2025 (FY 2024 audit observations), with particular attention to observations related to the DOA Matrix and subsidiary delegation authorities.

7. Apex Proxy Advisors, Inc. Governance Benchmarking Report dated June 30, 2025 (14-peer-company study), including DOA-specific analysis and committee governance comparisons.

8. QIH Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission.

9. Selected regulatory filings with the Connecticut Department of Insurance, the Texas Department of Insurance, and the Ohio Department of Insurance.

10. Veltrano Institutional Partners, LP shareholder letter dated June 18, 2025, addressed to Arthur J. Pennington, Lead Independent Director. C. Applicable Legal and Regulatory Framework The analysis set forth in this memorandum is informed by the following legal and regulatory authorities, each of which bears on the design and content of the DOA Matrix: • Delaware General Corporation Law ("DGCL"): Section 141(a) (ve

1. Quorum Property & Casualty Insurance Company — Domiciled in Connecticut; NAIC Company Code 38472. This is QIH's flagship operating insurance subsidiary, writing a broad book of property and casualty insurance. The subsidiary is led by Dexter W. Ng, President, and is subject to the regulatory jurisdiction of the Connecticut Department of Insurance.

2. Lone Star Specialty Insurance Company — Domiciled in Texas; NAIC Company Code 41359. Lone Star writes specialty lines of insurance business, including professional liability, management liability, and specialty casualty lines. The subsidiary is subject to the regulatory jurisdiction of the Texas Department of Insurance.

3. Great Lakes Surety & Indemnity Co. — Domiciled in Ohio; NAIC Company Code 29814. Great Lakes writes surety bonds and certain specialty indemnity lines. The subsidiary is subject to the regulatory jurisdiction of the Ohio Department of Insurance.

4. Quorum MGA Services, LLC — Organized as a Delaware limited liability company. This entity operates as QIH's managing general agent, underwriting and administering insurance programs on behalf of the Company's carrier subsidiaries pursuant to MGA agreements.

5. Vantage Digital Insurance Solutions, Inc. — Organized as a Delaware corporation. Vantage is QIH's fintech and insurtech subsidiary, led by Camille R. DuPont, President. Vantage develops and operates digital insurance distribution platforms and related technology solutions, and represents a significant growth area for the Company. The QIH Board of Directors currently comprises 11 directors, of whom 8 are independen

III. Observations from Triggering Events As noted in the Executive Summary, three converging events in the first half of 2025 prompted the Board's decision to undertake a comprehensive governance overhaul, including the DOA Matrix revision that is the subject of this memorandum. This section sets forth the substance of each triggering event in greater detail. A. Garrett & Whitfield LLP Management Letter (March 14, 20

IV. Overview of Current DOA Matrix Structure The current parent-level DOA Matrix, as adopted by the Board on October 6, 2017, with the April 22, 2020 interim amendment, establishes the governance framework through which the Board delegates operational authority to the Company's officers, subject to specified dollar thresholds and approval requirements. This section provides an overview of the current structure and id

5. Investment Transactions (Single-Issuer Exposure)

6. M&A / Strategic Transactions

8. Charitable and Political Contributions

9. Officer Hiring (Base Salary) Absent Categories. Notably, Technology/IT spending is not a standalone authority category in the current DOA Matrix. Instead, technology and IT expenditures are subsumed within the general Capital Expenditures category. As discussed in detail in Section V.D below, this is a material gap given the significant growth in the Company's technology expenditures since 2017, the establishment

V. Category-by-Category Gap Analysis and Preliminary Recommendations This section presents a detailed analysis of each authority category in the current DOA Matrix, identifies the specific gaps and deficiencies within each category, and sets forth Calderwood & Harkness's preliminary recommendations for revised thresholds. These recommendations are preliminary in nature and are intended to serve as the starting point

I. Charitable and Political Contributions Current Thresholds (2017 Matrix): • CEO authority: ≤ $100,000 per commitment • Board approval required: > $100,000 per commitment Identified Gaps: The $100,000 per-commitment threshold for CEO authority is low relative to the Company's public profile, community engagement activities, and the scale of philanthropic commitments that are typical for a publicly traded insurance h

VI. Parent–Subsidiary Delegation Consistency Analysis A. Overview of the Problem As identified by the G&W Management Letter and confirmed by Calderwood & Harkness's review of the subsidiary-level delegation documents, the principal structural weakness in QIH's current delegation framework is the absence of a clear, consistent, hierarchical relationship between the parent DOA Matrix and the delegation authorities main

1. Quorum Property & Casualty Insurance Company (CT; NAIC 38472) Quorum Property & Casualty Insurance Company ("Quorum P&C"), QIH's flagship operating subsidiary domiciled in Connecticut, maintains a delegation-of-authority document that is generally aligned with the parent DOA Matrix in terms of dollar thresholds for the authority categories it addresses. However, the Quorum P&C delegation document contains certain