Contract analysis

ARTICLE I — PURPOSE The Audit Committee (the "Committee") is a standing committee of the Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a Delaware corporation (the "Company" or "QIH," NYSE: QIHC). The Committee is established pursuant to Section 141(c) of the Delaware General Corporation Law and in accordance with the listing standards of the New York Stock Exchange ("NYSE"), the rules and regul

Section 2.1 — Number of Members The Committee shall consist of not fewer than three (3) members of the Board. The actual number of Committee members shall be determined from time to time by the Board, taking into account the recommendation of the Nominating & Corporate Governance Committee and the requirements of applicable law, SEC rules, and NYSE listing standards. All members of the Committee shall be appointed an

Section 2.2 — Independence Requirements Each member of the Committee shall satisfy all applicable independence requirements, including: (a) The independence requirements set forth in Section 303A.02 of the NYSE Listed Company Manual, as the same may be amended from time to time, which establish general standards for independence of members of the Board; (b) The enhanced independence requirements for audit committee m

Section 2.3 — Financial Literacy and Audit Committee Financial Expert Each member of the Committee must be "financially literate," as determined by the Board in the exercise of its business judgment. A member who does not satisfy the financial literacy requirement at the time of appointment must become financially literate within a reasonable period of time after appointment, not to exceed six (6) months. Financial l

Section 2.4 — Overboarding Members of the Committee are subject to the director overboarding policy set forth in the Company's Corporate Governance Guidelines (as amended and restated effective December 11, 2025). As set forth in the Corporate Governance Guidelines, independent directors of the Company may not serve on more than four (4) total public-company boards of directors, including the Board of the Company. An

Section 2.5 — Removal and Vacancies Members of the Committee serve at the pleasure of the Board and may be removed or replaced at any time by the Board, with or without cause. Any vacancy on the Committee, whether arising from removal, resignation, death, or any other cause, shall be filled by the Board upon the recommendation of the Nominating & Corporate Governance Committee. In the event that the number of Committ

ARTICLE III — MEETINGS AND PROCEDURES

Section 3.1 — Frequency The Committee shall meet at least four (4) times per year on a quarterly basis, with meetings generally scheduled to coincide with the quarterly financial reporting cycle. Additional meetings may be called by the Chair of the Committee, by any two (2) members of the Committee, or at the request of the Board, the independent registered public accounting firm, the Chief Audit Executive, or the C

Section 3.2 — Quorum A majority of the members of the Committee then in office shall constitute a quorum for the transaction of business at any meeting of the Committee. For purposes of determining a quorum, a member participating by telephone conference, video conference, or other means of remote communication shall be deemed present in person.

Section 3.3 — Actions The Committee shall act by a majority vote of the members present at a meeting at which a quorum is present. Each member shall have one vote. The Chair shall not have a casting or tie-breaking vote. The Committee may also act by unanimous written consent in lieu of a meeting, in accordance with the Company's Bylaws and Section 141(f) of the Delaware General Corporation Law. Any action taken by u

Section 3.4 — Attendance The Committee may invite any director, officer, or employee of the Company, or any representative of the Company's outside advisors (including legal counsel, accountants, actuaries, and consultants), to attend all or any portion of a Committee meeting and to provide such information as the Committee deems appropriate. The attendance of non-members at Committee meetings shall be at the discret

Section 3.5 — Agenda and Minutes The Chair of the Committee shall establish the agenda for each meeting of the Committee in consultation with the General Counsel & Corporate Secretary (Dennis R. Okonkwo). The agenda, together with appropriate briefing materials, shall be distributed to Committee members sufficiently in advance of each meeting to allow for meaningful review, and in any event no later than five (5) bus

Section 3.6 — Authority to Delegate The Committee may, in its discretion, delegate authority to one or more subcommittees consisting of one or more members of the Committee, or to individual members of the Committee, to the extent permitted by the NYSE Listed Company Manual, Section 141(c) of the Delaware General Corporation Law, and applicable law. Any such delegation shall be set forth in a written resolution of th

ARTICLE IV — AUTHORITY AND RESPONSIBILITIES The Committee shall have the following authority and responsibilities, in addition to any other authority and responsibilities that may be delegated to it by the Board from time to time:

Section 4.1 — Independent Auditor 4.1.1 — Appointment, Compensation, and Oversight. The Committee shall be directly responsible for the appointment, compensation, retention, and oversight of the work of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report on the Company's annual financial statements or performing other audit, review, or attest services for

Section 4.2 — Financial Statements and Disclosure 4.2.1 — Annual and Quarterly Financial Statements. The Committee shall review and discuss with management and the independent registered public accounting firm the following: (a) The Company's audited annual financial statements, including all related notes and disclosures, the disclosures contained in "Management's Discussion and Analysis of Financial Condition and R

Section 4.3 — Internal Audit 4.3.1 — Oversight of Internal Audit Function. The Committee shall oversee the Company's internal audit function, which serves as an independent and objective assurance and consulting activity designed to add value and improve the Company's operations. The Chief Audit Executive (currently Renata M. Vásquez) shall report functionally to the Committee and administratively to the Chief Execut

Section 4.4 — Compliance Oversight 4.4.1 — Legal and Regulatory Compliance. The Committee shall: (a) Review with management and the General Counsel (Dennis R. Okonkwo) the Company's compliance with applicable legal and regulatory requirements, including, without limitation, insurance regulatory requirements in Connecticut, Texas, and Ohio that are applicable to the Company's regulated insurance subsidiaries — Quorum

Section 4.5 — Enterprise Risk Management Oversight This Section 4.5 is a new provision adopted as part of this Amended and Restated Charter and was not included in prior versions of the Committee's charter. The Committee shall oversee the Company's enterprise risk management ("ERM") framework as it relates to financial risk dimensions, in coordination with the Risk Committee of the Board (chaired by Raymond T. Huerta

Section 4.6 — Clawback Policy Administration This Section 4.6 is a new provision adopted as part of this Amended and Restated Charter and was not included in prior versions of the Committee's charter. Pursuant to SEC Rule 10D-1 under the Exchange Act and NYSE Rule 303A.14, the Company has adopted a Compensation Recovery Policy (the "Clawback Policy") that provides for the mandatory recovery of erroneously awarded inc

Section 4.7 — Related Party Transactions The Committee shall review and approve or ratify all related party transactions involving the Company or any of its subsidiaries, in accordance with the Company's Related Party Transaction Policy, the applicable rules and regulations of the SEC (including Item 404 of Regulation S-K), and NYSE listing standards. For purposes of this provision, a "related party transaction" shal

Section 4.8 — Litigation and Contingencies The Committee shall review with the General Counsel (Dennis R. Okonkwo) and, as appropriate, outside counsel retained by the Company: (a) Any significant legal, regulatory, or compliance matters that could have a material effect on the Company's financial statements, financial condition, or results of operations, including pending or threatened litigation, arbitration procee

Section 4.9 — Delegation of Authority Matrix — Financial Thresholds The Committee shall periodically review the financial thresholds contained in the Company's Delegation of Authority Matrix as they relate to matters within the Committee's oversight responsibility. This review shall include, but not be limited to, the following thresholds as currently proposed: (a) Litigation Settlements. General Counsel authority fo

ARTICLE V — COORDINATION WITH OTHER BOARD COMMITTEES This Article V is a new provision adopted as part of this Amended and Restated Charter and was not included in prior versions of the Committee's charter. The Board has determined that formal coordination protocols among the Board's standing committees are necessary to ensure comprehensive and efficient risk and governance oversight.

Section 5.1 — Risk Committee Coordination Protocol The Committee and the Risk Committee of the Board shall coordinate their respective activities to avoid unnecessary duplication of effort and to ensure comprehensive risk oversight across the organization. The Chairs of the Committee and the Risk Committee shall confer at least quarterly, and more frequently as circumstances warrant, on matters of overlapping jurisdi

Section 5.2 — Compensation & Human Capital Committee Coordination The Committee shall coordinate with the Compensation & Human Capital Committee (chaired by Claudia M. Severin) on matters relating to the Clawback Policy, including the determination of triggering events, the calculation of amounts subject to recovery, and the implementation of recovery actions, as described in Section 4.6 of this Charter. The Committe

Section 5.3 — Technology & Cybersecurity Oversight Committee Coordination The Committee shall receive reports from the Technology & Cybersecurity Oversight Committee (chaired by Priya Narasimhan) on cybersecurity incidents, data privacy matters, and technology risks that may have a material impact on the Company's financial statements, internal controls over financial reporting, or regulatory compliance obligations.

ARTICLE VI — RESOURCES AND AUTHORITY

Section 6.1 — Advisors The Committee shall have the sole authority to retain and terminate outside legal counsel, independent accountants, and other advisors as the Committee determines necessary or appropriate to carry out its duties and responsibilities under this Charter. The Committee may retain such advisors without seeking the approval of the Board or management. The Committee may, in its discretion, engage the

Section 6.2 — Access to Information The Committee shall have full, free, and unrestricted access to the Company's books, records, facilities, and personnel, including the employees of the Company and all of its subsidiaries and affiliates, including but not limited to Quorum Property & Casualty Insurance Company, Lone Star Specialty Insurance Company, Great Lakes Surety & Indemnity Co., Quorum MGA Services, LLC, and

Section 6.3 — Funding The Company shall provide for appropriate funding, as determined by the Committee in its sole discretion, for: (a) Compensation of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Company; (b) Compensation of any advisors engaged by the Committee pursuant to Section 6.1

ARTICLE VII — ANNUAL SELF-EVALUATION This Article VII is a new provision adopted as part of this Amended and Restated Charter. The Committee shall conduct an annual self-evaluation of its performance and effectiveness, including a review of the Committee's compliance with this Charter, the adequacy of the Committee's composition and expertise, and the effectiveness of the Committee's processes and procedures. The sel

ARTICLE VIII — REPORTING TO THE BOARD The Chair of the Committee shall report to the full Board on the Committee's activities, findings, conclusions, and recommendations at each regular meeting of the Board, or at such other times as the Chair deems appropriate or as the Board may request. Such reports shall include a summary of the matters discussed at each Committee meeting, any actions taken by the Committee, and

ARTICLE IX — LIMITATIONS ON COMMITTEE'S ROLE While the Committee has the responsibilities and authority set forth in this Charter, it is not the duty of the Committee to plan or conduct audits, to determine that the Company's financial statements and disclosures are complete and accurate and are prepared in accordance with generally accepted accounting principles and applicable rules and regulations, or to assure com

ARTICLE X — CHARTER REVIEW AND AMENDMENT The Committee shall review and reassess the adequacy of this Charter at least annually, and shall recommend any proposed changes to the Board for approval. In conducting such review, the Committee shall consider, among other things, developments in applicable laws, SEC rules and regulations, NYSE listing standards, and best practices for audit committee governance, as well as

ARTICLE XI — GOVERNING LAW This Charter shall be interpreted, construed, and applied in accordance with the laws of the State of Delaware, including Sections 141(a) and 141(c) of the Delaware General Corporation Law, without regard to principles of conflicts of law. This Charter is also intended to comply with, and shall be interpreted consistently with, the listing standards of the New York Stock Exchange (including