Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to analyze the state insurance regulatory filing obligations triggered by Quorum Insurance Holdings Corp.'s ("QIH" or the "Company") comprehensive governance overhaul, which is scheduled for adoption at the meeting of the QIH Board of Directors (the "Board") on December 11, 2025 (the "Governance Overhaul" or the "Overhaul"). This memorandum identifies and evaluat

II. BACKGROUND A. Quorum Insurance Holdings Corp. — Corporate Structure Overview Quorum Insurance Holdings Corp. ("QIH" or "Quorum") is a Delaware corporation (Delaware Division of Corporations File Number 4927361; Employer Identification Number 27-4831956). The Company is publicly traded on the New York Stock Exchange under the ticker symbol QIHC, and maintains its principal executive offices at 280 Asylum Street, S

1. Garrett & Whitfield LLP Management Letter (March 14, 2025). QIH's independent auditor, Garrett & Whitfield LLP ("G&W"; lead engagement partner Roland S. Brewer), issued a management letter to the Audit Committee dated March 14, 2025 (the "G&W Management Letter"). The G&W Management Letter identified three governance-related observations of significance: (a) Inconsistent DOA Matrix Thresholds. G&W observed that the

2. Veltrano Institutional Partners, LP Shareholder Letter (June 18, 2025). Veltrano Institutional Partners, LP ("Veltrano"), QIH's largest institutional shareholder with an ownership stake of approximately 8.3% of the Company's outstanding shares, submitted a letter to the Board dated June 18, 2025 (the "Veltrano Letter"). The Veltrano Letter, signed by Terrence "Terry" Blackwood, Head of Corporate Governance & Stewa

3. Apex Proxy Advisors, Inc. Governance Benchmarking Report (June 30, 2025). Apex Proxy Advisors, Inc. ("Apex"; Dana Durneval, Senior Vice President), a leading proxy advisory and governance consulting firm, issued a governance benchmarking report dated June 30, 2025 (the "Apex Report") that compared QIH's governance practices against those of 14 peer publicly traded insurance holding companies. The Apex Report ident

III. CONNECTICUT — QUORUM PROPERTY & CASUALTY INSURANCE COMPANY A. Applicable Regulatory Framework Quorum Property & Casualty Insurance Company ("Quorum P&C"), NAIC Company Code 38472, is the flagship regulated insurance subsidiary within the QIH holding company system and is domiciled in the State of Connecticut. As such, Quorum P&C is subject to the regulatory jurisdiction of the Connecticut Department of Insurance

1. Description of Corporate Governance Structure. The Form B requires a description of the corporate governance structure of the ultimate controlling person (QIH), including the composition, authority, and responsibilities of the Board and its standing committees. The Governance Overhaul will require updates to this section to reflect the expansion from five to six standing committees, the creation of the Technology

2. Description of Management and Service Agreements. The Form B requires disclosure of management agreements, service agreements, and other arrangements within the holding company system that involve the delegation of authority or the provision of services between affiliated entities. The comprehensive revision of the DOA Matrix — particularly with respect to claims-settlement, reinsurance, capital expenditure, and M

3. Organizational Chart and Intercompany Relationships. While the Governance Overhaul does not alter the legal entity structure of the QIH holding company system, the updated organizational chart should reflect the revised committee structure and any changes to reporting lines or supervisory relationships resulting from the DOA Matrix revision. To the extent that the DOA Matrix revision affects the nature or terms of

4. Description of Material Changes in Management. The Form B requires disclosure of any material changes in the management of the holding company system. The creation of the sixth standing Board committee, the appointment of Priya Narasimhan as its chair, and the significant threshold changes in the DOA Matrix collectively constitute material changes in the management framework that should be disclosed. The filing na

5. Remediation of Lone Star Specialty Claims-Settlement Discrepancy. Although this matter relates primarily to Lone Star Specialty (a TX-domiciled entity), the Lone Star claims-settlement authority discrepancy — in which Lone Star had been operating at a $3.0 million per-claim settlement threshold without QIH Board ratification, versus the $1.0 million authorized threshold in the parent DOA Matrix — has implications

IV. TEXAS — LONE STAR SPECIALTY INSURANCE COMPANY A. Applicable Regulatory Framework Lone Star Specialty Insurance Company ("Lone Star Specialty"), NAIC Company Code 41359, is a specialty lines insurance carrier domiciled in the State of Texas. As such, Lone Star Specialty is subject to the regulatory jurisdiction of the Texas Department of Insurance ("TX DOI"). The applicable regulatory framework is the Texas Insura

1. Board Committee Structure Changes. The expansion of QIH's standing Board committees from five to six, through the creation of the Technology & Cybersecurity Oversight Committee, constitutes a material change to the governance structure of the holding company system. The TX filing should describe the new committee's mandate, composition (Chair: Priya Narasimhan; member: Victor L. Andrade; non-voting advisory member

2. Revised DOA Matrix Thresholds. The comprehensive revision of the DOA Matrix includes several threshold changes that directly affect Lone Star Specialty's operations: • Claims Settlement — Subsidiary CEO Authority. The increase in the subsidiary CEO claims-settlement threshold from ≤$1.0 million to ≤$2.5 million per claim directly impacts Lone Star Specialty's operational claims-handling authority. This change is p

3. Amended Corporate Governance Guidelines. The amendments to the Corporate Governance Guidelines — particularly the adoption of a majority voting standard, the mandatory retirement age and tenure limit provisions, and the director overboarding policy — represent material changes to the governance framework of the ultimate controlling person that should be disclosed in the TX filing.

4. Bylaw Amendments. The conforming amendments to the QIH bylaws, including the reference to six standing committees (Article III, Section 3.3), the updated committee appointment mechanics (Article III, Section 3.4), and the DOA Matrix cross-reference for officer authority (Article IV, Section 4.2), should be disclosed and copies of the amended provisions should be included in the filing package. D. Filing Mechanics

1. Cover Letter. A comprehensive cover letter addressed to the TX DOI holding company unit, describing the scope and purpose of the Governance Overhaul, cataloguing all material changes, and identifying the enclosed exhibits. The cover letter should provide sufficient narrative context to enable the TX DOI analyst to understand the relationship among the various governance changes and the reasons for the Overhaul.

2. Committee Charters. Copies of all six Board committee charters — the five restated charters and the new Technology & Cybersecurity Oversight Committee charter.

3. Revised Parent DOA Matrix. A copy of the revised parent-level DOA Matrix, with a summary highlighting the material threshold changes.

4. Model Subsidiary DOA Matrix Template. A copy of the Model Subsidiary DOA Matrix template that will be adopted by Lone Star Specialty and the other regulated subsidiaries.

5. Amended & Restated Corporate Governance Guidelines. A copy of the amended and restated Corporate Governance Guidelines.

6. Amended Bylaws. A copy of the amended sections of the QIH Amended and Restated Bylaws (Articles III and IV).

7. Omnibus Board Resolution. A copy of the omnibus Board resolution authorizing the Governance Overhaul, adopted December 11, 2025. Filing Preparation. Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich, Managing Director) will prepare the TX informational filing package in coordination with C&H and QIH's compliance team (Ivan D. Pruett, Chief Compliance Officer). Pre-Filing Outreach. We recommend th

V. OHIO — GREAT LAKES SURETY & INDEMNITY CO. A. Applicable Regulatory Framework Great Lakes Surety & Indemnity Co. ("Great Lakes Surety"), NAIC Company Code 29814, is a surety and specialty insurance carrier domiciled in the State of Ohio. As such, Great Lakes Surety is subject to the regulatory jurisdiction of the Ohio Department of Insurance ("OH DOI"). The applicable regulatory framework is the Ohio Insurance Hold

1. Board Committee Structure Changes. The creation of the Technology & Cybersecurity Oversight Committee and the expansion of QIH's standing Board committees from five to six constitutes a material change to the holding company system's governance structure. The filing should describe the committee's mandate, membership, and the rationale for its creation, including the governance gap identified in the G&W Management

2. Revised DOA Matrix Thresholds. The comprehensive revision of the DOA Matrix, including all threshold changes across the five authority categories identified in Section II.B above, must be disclosed in the Ohio filing. Although the Lone Star claims-settlement authority discrepancy was specific to the Texas-domiciled subsidiary, the DOA Matrix revision affects the entire holding company system and has direct implica

3. Amended Corporate Governance Guidelines and Bylaw Amendments. The amendments to the Corporate Governance Guidelines and the conforming bylaw amendments should be described in the filing narrative and copies of the amended documents should be included as exhibits. These changes affect the governance framework of the ultimate controlling person of Great Lakes Surety and are properly the subject of informational disc

4. Technology & Cybersecurity Oversight — Particular Relevance to Ohio. The creation of the Technology & Cybersecurity Oversight Committee is particularly relevant to the Ohio filing given the OH DOI's increasing focus on cybersecurity governance in the insurance industry. This regulatory focus is consistent with broader NAIC initiatives, including the NAIC Insurance Data Security Model Law (Model #668), which severa

VI. CROSS-JURISDICTIONAL COORDINATION A. Consistency Across Filings A critical element of the filing strategy is ensuring that the state regulatory filings submitted to the CT DOI, TX DOI, and OH DOI present a consistent and harmonized narrative regarding the Governance Overhaul, its precipitating events, the scope of the changes, and the remediation of previously identified governance gaps. Insurance regulators rout

1. Omnibus Board Resolution (adopted December 11, 2025)

2. Restated Audit Committee Charter

3. Restated Compensation & Human Capital Committee Charter

4. Restated Nominating & Corporate Governance Committee Charter

5. Restated Risk Committee Charter

6. Restated Investment Committee Charter

7. New Technology & Cybersecurity Oversight Committee Charter

9. Model Subsidiary DOA Matrix Template

10. Amended & Restated Corporate Governance Guidelines

11. Amended Bylaws (Articles III and IV)

12. Committee Composition Matrix showing all 11 directors mapped to six committees with independence status Additional state-specific exhibits may be required or advisable in certain cases. For example, the Texas filing may include a supplemental narrative addressing the Lone Star claims-settlement authority discrepancy and the related remediation steps, and the Ohio filing may include additional materials highlighti

VII. NYSE AND SEC FILING COORDINATION While this memorandum focuses on state insurance regulatory filing obligations, the Governance Overhaul also triggers certain obligations under the rules of the New York Stock Exchange ("NYSE") and the federal securities laws administered by the U.S. Securities and Exchange Commission ("SEC"). These obligations should be coordinated with the state regulatory filings to ensure con