Contract analysis

I. Restated and New Committee Charters (6 Documents)

1. Amended and Restated Charter of the Audit Committee. This restated charter reflects the committee's expanded mandate under the leadership of its chair, Dr. Lilian Fong-Archer. Key amendments include the incorporation of enterprise risk management (ERM) oversight responsibility shared with the Risk Committee, clawback-policy administration responsibilities pursuant to SEC Rule 10D-1 and NYSE Rule 303A.14, a formali

2. Amended and Restated Charter of the Compensation & Human Capital Committee. This restated charter, reflecting the committee's reconstituted mandate under the leadership of its chair, Claudia M. Severin, adds several significant provisions. First, the committee is granted explicit authority to retain and terminate independent compensation consultants, legal counsel, and other advisors without further board approval

3. Amended and Restated Charter of the Nominating & Corporate Governance Committee. This restated charter, under the leadership of its chair, Arthur J. Pennington, who also serves as Lead Independent Director, significantly expands the committee's mandate. Key additions include oversight of environmental, social, and governance (ESG) and sustainability matters, including the review and approval of QIH's annual ESG re

4. Amended and Restated Charter of the Risk Committee. This restated charter represents the first substantive update to the Risk Committee's governing document since its original adoption on February 12, 2016. Under the leadership of its chair, Raymond T. Huerta, the restated charter adds insurance-specific risk categories that were absent from the original charter, including reserving risk, reinsurance counterparty

5. Amended and Restated Charter of the Investment Committee. This restated charter, under the leadership of its chair, Jonathan K. Whitmore, addresses the significant growth in QIH's invested asset base since the original charter was adopted in 2016. The investment-policy delegation thresholds have been updated from $50.0 million to $75.0 million per single-issuer exposure, reflecting the 46.4% growth in total invest

6. Charter of the Technology & Cybersecurity Oversight Committee (New). This new charter establishes QIH's sixth standing board committee. The proposed chair is Priya Narasimhan, with proposed initial membership consisting of Priya Narasimhan (Chair), Victor L. Andrade, and Camille R. DuPont (management director, serving as a non-voting advisory member). The charter requires a minimum of three (3) independent directo

II. Redline Comparisons of Committee Charters (5 Documents) The following redline comparison documents are provided to facilitate director review by showing all changes from the prior versions of the existing committee charters. No redline is provided for the Technology & Cybersecurity Oversight Committee charter (Document No. 6), as it is a new charter without a predecessor document.

7. Redline — Audit Committee Charter (June 14, 2021 version vs. restated version).

8. Redline — Compensation & Human Capital Committee Charter (June 14, 2021 version vs. restated version).

9. Redline — Nominating & Corporate Governance Committee Charter (March 20, 2019 version vs. restated version).

10. Redline — Risk Committee Charter (February 12, 2016 original version vs. restated version).

11. Redline — Investment Committee Charter (February 12, 2016 original version vs. restated version). These redlines are provided for director reference purposes only and do not constitute independent documents requiring board adoption. Directors reviewing the governance overhaul package may find it helpful to review each restated charter in conjunction with the corresponding redline to identify the nature and extent

III. Delegation of Authority Materials (3 Documents)

12. Revised Delegation of Authority Matrix — Quorum Insurance Holdings Corp. (Parent/Holding-Company Level). This revised DOA Matrix reflects all proposed threshold adjustments across the full range of authority categories at the parent holding-company level. The key threshold changes are summarized below: For officer hiring, the revised DOA Matrix provides that Compensation & Human Capital Committee approval is requ

13. Model Subsidiary Delegation of Authority Matrix Template. This template is designed for adoption by each of QIH's regulated insurance subsidiaries — Quorum Property & Casualty Insurance Company, Lone Star Specialty Insurance Company, and Great Lakes Surety & Indemnity Co. — and by QIH's operating subsidiaries, Quorum MGA Services, LLC and Vantage Digital Insurance Solutions, Inc. The template directly addresses t

14. DOA Matrix Comparison — Current vs. Proposed Threshold Summary. This side-by-side comparison document presents each authority category with: (a) the current threshold (derived from the October 6, 2017 DOA Matrix, as amended on April 22, 2020 for claims-payment thresholds only); (b) the proposed threshold; (c) the dollar and percentage changes; (d) the peer median from the Apex Proxy Advisors, Inc. benchmarking re

IV. Corporate Governance Guidelines (2 Documents)

15. Amended & Restated Corporate Governance Guidelines — Quorum Insurance Holdings Corp. This document represents a comprehensive update to QIH's Corporate Governance Guidelines. Key amendments include: • Mandatory Retirement Age. Adoption of a mandatory retirement age of 75 for independent directors, with no provision for waiver or extension. Directors who reach age 75 during a term shall serve until the next annual

16. Redline — Corporate Governance Guidelines (Current vs. Amended). This redline comparison shows all changes from the current Corporate Governance Guidelines to the Amended & Restated Corporate Governance Guidelines enclosed as Document No. 15.

V. Bylaw Amendments (2 Documents)

17. Bylaw Amendment Resolution — Conforming Amendments. This resolution authorizes the following conforming amendments to QIH's bylaws: • Article III, Section 3.3 — updated to reference six standing committees of the Board of Directors (from the current five), reflecting the addition of the Technology & Cybersecurity Oversight Committee. • Article III, Section 3.4 — revised committee-appointment mechanics to require

18. Redline — Bylaws, Articles III and IV (Current vs. Amended). This redline comparison shows all changes to Articles III and IV of QIH's bylaws resulting from the conforming amendments authorized by the resolution enclosed as Document No. 17.

VI. Board Resolutions and Adoption Instruments (2 Documents)

19. Omnibus Board Resolution. This resolution is prepared for adoption at the December 11, 2025 board meeting and consolidates all board actions required to effectuate the comprehensive governance overhaul into a single instrument. The resolution authorizes the following actions: (a) Adoption of the five amended and restated committee charters (Audit Committee, Compensation & Human Capital Committee, Nominating & Cor

20. Written Consent of the Board of Directors. This document serves as an alternative adoption instrument in lieu of a meeting, available for use in the event that the December 11, 2025 in-person board meeting is not held or a quorum of directors is not present. The written consent is substantively identical to the omnibus board resolution (Document No. 19) and, when executed by all directors, will have the same forc

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

2. Arthur J. Pennington — Lead Independent Director

VII. Board Meeting Materials (2 Documents)

21. Final Board Memorandum — Comprehensive Governance Overhaul Package. This memorandum, dated December 1, 2025, is prepared for inclusion in the board materials for the December 11, 2025 meeting and provides a comprehensive narrative summary of the entire governance overhaul. The memorandum references the three triggering events that led to the initiation of the engagement: • The Garrett & Whitfield LLP management l

22. Board Meeting Presentation Deck — Governance Overhaul Summary. This executive-format presentation is prepared for delivery at the December 11, 2025 board meeting and covers the following topics: background and triggering events; engagement scope and process; key threshold changes with peer comparisons; new committee structure and composition; Delaware General Corporation Law and NYSE listing standards compliance

VIII. Committee Reference Exhibit (1 Document)

23. Committee Composition Matrix — Current and Proposed. This spreadsheet presents all eleven (11) directors mapped against the six proposed standing committees of the Board of Directors. The matrix indicates, for each director, chair designations, committee membership, NYSE independence status, Audit Committee financial-expert qualifications under SEC Rule 10A-3 and NYSE Rule 303A.07, and cybersecurity or technology