Contract analysis

I. Executive Summary This memorandum provides a comprehensive analysis of Quorum Insurance Holdings Corp.'s ("Quorum," "QIH," or the "Company") current board committee structure and charter provisions as measured against the requirements of the New York Stock Exchange ("NYSE") Listed Company Manual Sections 303A.01 through 303A.14, including amendments to Section 303A adopted by the NYSE in 2024 (the "2024 Amendments

II. Background A. Quorum's Corporate Profile Quorum Insurance Holdings Corp. is a Delaware-incorporated, NYSE-listed (ticker: QIHC) multi-line insurance and financial technology holding company headquartered in Hartford, Connecticut. As of September 2025, the Company has an approximate market capitalization of $4.8 billion. For fiscal year 2024, Quorum reported consolidated annual revenue of $3.12 billion and total a

III. Applicable NYSE Listed Company Manual Provisions This section provides a detailed analysis of each relevant provision of the NYSE Listed Company Manual Section 303A and its application to Quorum's current governance structure. For each provision, we identify Quorum's current compliance status and any gaps requiring remediation. A. Section 303A.01 — Independent Directors Requirement. Section 303A.01 requires that

Section 303A.05(b) specifies mandatory charter content: (i) the committee's purposes and responsibilities, which at minimum must be to have direct responsibility for the review and approval of corporate goals and objectives relevant to CEO compensation, evaluation of CEO performance in light of those goals, and, either as a committee or together with the other independent directors, determination of CEO compensation;

Section 303A.07(b)(iii)(F) also requires that the charter include a provision for an annual performance evaluation of the committee. Quorum Status — Charter Content Analysis. The current Audit Committee charter was last amended on June 14, 2021. Our review has identified the following gaps: (i) Enterprise Risk Management Oversight. The current charter does not include an explicit provision establishing the Audit Comm

I. Section 303A.12 — CEO Certification Requirement. Section 303A.12 requires that the CEO of each listed company certify annually to the NYSE that she or he is not aware of any violation by the company of the NYSE corporate governance listing standards, qualifying the certification to the extent necessary to indicate any material qualifications. The certification must be filed with the NYSE promptly after any change

IV. Analysis of the 2024 Amendments to Section 303A In 2024, the NYSE adopted amendments to Section 303A of the Listed Company Manual (the "2024 Amendments"). These amendments updated several provisions governing board and committee composition, charter content requirements, and corporate governance disclosure practices. The 2024 Amendments reflect the NYSE's effort to align its listing standards with evolving regula

V. Analysis of the Proposed Technology & Cybersecurity Oversight Committee A. NYSE Requirements for Non-Mandated Committees The NYSE Listed Company Manual mandates that listed companies maintain three standing board committees: an Audit Committee, a Compensation Committee, and a Nominating/Corporate Governance Committee. The establishment of additional committees — including the Risk Committee and Investment Committe