Contract analysis

1. Margaret A. Calloway — Chair of the Board & Chief Executive Officer

2. Arthur J. Pennington — Lead Independent Director

3. Dr. Lilian Fong-Archer — Independent Director

4. Raymond T. Huerta — Independent Director

5. Claudia M. Severin — Independent Director

6. Jonathan K. Whitmore — Independent Director

7. Priya Narasimhan — Independent Director

8. Victor L. Andrade — Independent Director

9. Susan B. Trautman — Independent Director

10. Dexter W. Ng — Independent Director

11. Camille R. DuPont — Director No directors were absent. The Secretary confirmed that proper notice of the meeting had been given to each director in accordance with the Company's Bylaws and applicable law, and that a quorum existed for the transaction of business throughout the meeting. After due deliberation and discussion of each matter presented, and upon motion duly made and seconded, the following recitals we

Section 1: Adoption of Restated Audit Committee Charter RESOLVED, that the Amended and Restated Charter of the Audit Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Restated Audit Committee Charter"), in the form attached hereto as Exhibit A and incorporated herein by this reference, is hereby adopted in its entirety, effective as of the date of these resolutions, December 11, 2025. FURTH

Section 2: Adoption of Restated Compensation & Human Capital Committee Charter RESOLVED, that the Amended and Restated Charter of the Compensation & Human Capital Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Restated Compensation & Human Capital Committee Charter"), in the form attached hereto as Exhibit B and incorporated herein by this reference, is hereby adopted in its entirety, ef

Section 3: Adoption of Restated Nominating & Corporate Governance Committee Charter RESOLVED, that the Amended and Restated Charter of the Nominating & Corporate Governance Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Restated Nominating & Corporate Governance Committee Charter"), in the form attached hereto as Exhibit C and incorporated herein by this reference, is hereby adopted in i

Section 4: Adoption of Restated Risk Committee Charter RESOLVED, that the Amended and Restated Charter of the Risk Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Restated Risk Committee Charter"), in the form attached hereto as Exhibit D and incorporated herein by this reference, is hereby adopted in its entirety, effective as of the date of these resolutions, December 11, 2025. FURTHER

Section 5: Adoption of Restated Investment Committee Charter RESOLVED, that the Amended and Restated Charter of the Investment Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Restated Investment Committee Charter"), in the form attached hereto as Exhibit E and incorporated herein by this reference, is hereby adopted in its entirety, effective as of the date of these resolutions, December

Section 6: Adoption of New Technology & Cybersecurity Oversight Committee Charter RESOLVED, that the Board hereby establishes a sixth standing committee of the Board, to be known as the Technology & Cybersecurity Oversight Committee (the "Tech Committee"), and adopts the Charter of the Technology & Cybersecurity Oversight Committee of the Board of Directors of Quorum Insurance Holdings Corp. (the "Tech Committee Char

Section 7: Approval of Revised Delegation of Authority Matrix RESOLVED, that the revised Delegation of Authority Matrix for Quorum Insurance Holdings Corp. at the parent/holding-company level (the "Revised DOA Matrix"), in the form attached hereto as Exhibit G and incorporated herein by this reference, is hereby approved and adopted in its entirety, effective as of the date of these resolutions, December 11, 2025. FU

Section 8: Adoption of Amended & Restated Corporate Governance Guidelines RESOLVED, that the Amended & Restated Corporate Governance Guidelines of Quorum Insurance Holdings Corp. (the "Restated Guidelines"), in the form attached hereto as Exhibit I and incorporated herein by this reference, are hereby adopted in their entirety, effective as of the date of these resolutions, December 11, 2025. FURTHER RESOLVED, that t

Section 9: Adoption of Conforming Bylaw Amendments RESOLVED, that the following amendments to the Bylaws of Quorum Insurance Holdings Corp. (the "Bylaw Amendments") are hereby adopted, effective as of the date of these resolutions, December 11, 2025: (a) Article III, Section 3.3 (Standing Committees). Section 3.3 of Article III of the Bylaws is hereby amended to provide for six (6) standing committees of the Board, u

Section 10: Authorization of SEC Filings, NYSE Notifications, and Website Postings RESOLVED, that the officers of the Company are hereby authorized and directed to take the following actions in connection with the public disclosure of the governance changes adopted by these resolutions: (a) Form 8-K Filing. The officers shall prepare and file with the Securities and Exchange Commission (the "SEC") a Current Report on

Section 11: Authorization of State Insurance Regulatory Filings RESOLVED, that the officers of the Company are hereby authorized and directed to cause the Company and its regulated insurance subsidiaries to prepare and file all required or advisable regulatory filings with the applicable state insurance regulatory authorities in connection with the governance changes adopted by these resolutions, including, without l

Section 12: Ratification of Prior Actions RESOLVED, that all actions heretofore taken by the officers, directors, employees, and agents of the Company, and by Calderwood & Harkness LLP as outside governance counsel, in connection with the Governance Overhaul, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company. Without limiting the generality of the foregoing, the followi

Section 13: General Authorization RESOLVED, that Margaret A. Calloway (Chair of the Board & Chief Executive Officer), Dennis R. Okonkwo (General Counsel & Corporate Secretary), and Patricia Sung-Hee Lam (Chief Financial Officer), and each of them acting singly, are hereby authorized and empowered, in the name and on behalf of the Company, to execute and deliver any and all documents, instruments, certificates, agreem

1. Due and proper notice of such meeting was given to all directors in accordance with the Company's Bylaws and applicable law.

2. A quorum of directors was present in person or by means of remote communication and acting throughout the entirety of the meeting.

3. The foregoing resolutions were adopted by the unanimous vote of all directors present and voting at the meeting.

4. Such resolutions have not been amended, modified, rescinded, or revoked, and remain in full force and effect as of the date of this certificate.

5. The foregoing resolutions are in conformity with the Company's Certificate of Incorporation, Bylaws, and the Delaware General Corporation Law. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of the date indicated below. QUORUM INSURANCE HOLDINGS CORP. By: ________ Name: Dennis R. Okonkwo Title: General Counsel & Corporate Secretary Date: ________ [CORPORATE SEAL] Qu