Contract analysis

I. ATTENDEES Calderwood & Harkness LLP Note: Howard Bellamy, Billing Partner, was not in attendance at this meeting. Mr. Bellamy will be updated separately on all administrative and billing matters arising from this kickoff session. Quorum Insurance Holdings Corp. Regrets / Not in Attendance • Margaret A. Calloway, Chair of the Board & Chief Executive Officer — not in attendance; will receive a briefing on meeting ou

II. AGENDA (DISTRIBUTED IN ADVANCE) The following agenda was distributed to all participants via email on September 10, 2025. The agenda was followed in substantially the order set forth below during the meeting. Agenda Item 1: Introductions and Engagement Overview • Confirmation of engagement team roles: Elaine Forsythe as Responsible Partner; Howard Bellamy as Billing Partner; Natasha Forbes as Lead Associate; Eric

III. MINUTES OF DISCUSSION Agenda Item 1: Introductions and Engagement Overview Ms. Forsythe opened the meeting at 10:00 a.m. Eastern Time, welcoming the participants and confirming the presence of all attendees in the room and via videoconference. Ms. Forsythe noted for the record that the meeting was being convened as the formal kickoff session for the Committee-Charter and Delegation-of-Authority Overhaul engageme

1. Review and Restate All Five Existing Committee Charters The first component of the scope encompasses a comprehensive review and restatement of all five existing standing committee charters of the QIH Board of Directors. The five committees and their current chairs are as follows: • Audit Committee — chaired by Dr. Lilian Fong-Archer • Compensation & Human Capital Committee — chaired by Claudia M. Severin • Nominat

2. Draft a New Charter for a Technology & Cybersecurity Oversight Committee (the "Sixth Committee") The second component involves drafting a new charter from scratch for a Technology & Cybersecurity Oversight Committee, which would become the sixth standing committee of the QIH Board of Directors. The participants discussed and confirmed the following parameters for the proposed committee: • Proposed Chair: Priya Nar

3. Overhaul the Delegation of Authority Matrix The third component involves a comprehensive overhaul of the parent-level Delegation of Authority Matrix and the creation of a model subsidiary DOA template. The current parent DOA Matrix was last comprehensively updated on October 6, 2017, with an interim amendment limited to claims-payment thresholds adopted on April 22, 2020. The overhaul will produce a revised parent

4. Prepare Comprehensive Board Memorandum and Supporting Materials The fourth component involves the preparation of a comprehensive board memorandum and all supporting materials necessary for the Board's consideration and adoption of the governance overhaul package at the December 11, 2025 regular board meeting. The materials will include the board memorandum, an omnibus board resolution, a written consent alternativ

5. Draft Conforming Amendments to Corporate Governance Guidelines and Bylaws The fifth component involves the preparation of amendments to the company's Corporate Governance Guidelines and conforming amendments to the Bylaws. The participants discussed and confirmed the following key provisions to be addressed: Corporate Governance Guidelines Amendments: • Mandatory retirement age of 75 for all directors. • 15-year t

6. Provide Delaware Law Analysis The sixth component involves the preparation of a legal memorandum analyzing the Delaware law framework governing board delegation of authority. The memorandum will address the scope of permissible committee powers under Sections 141(a) and 141(c) of the Delaware General Corporation Law, the categories of non-delegable Board actions under Section 141(c)(2), officer authority under Sec

7. Advise on NYSE Listing-Rule Compliance The seventh and final component involves a comprehensive analysis of NYSE listing-rule compliance for committee composition and charter content. The analysis will cover the requirements of NYSE Listed Company Manual Sections 303A.01 through 303A.14, including the 2024 amendments, as well as the requirements of SEC Rule 10D-1 and NYSE Rule 303A.14 relating to the adoption and

1. Current Audit Committee Charter (as amended June 14, 2021).

2. Current Compensation & Human Capital Committee Charter (as amended June 14, 2021).

3. Current Nominating & Corporate Governance Committee Charter (as amended March 20, 2019).

4. Current Risk Committee Charter (as adopted February 12, 2016 — never subsequently amended).

5. Current Investment Committee Charter (as adopted February 12, 2016 — never subsequently amended).

6. Current Delegation of Authority Matrix — parent level (as updated October 6, 2017, with interim amendment April 22, 2020).

7. Any subsidiary-level delegation-of-authority documents or policies currently in effect at Quorum P&C, Lone Star Specialty, Great Lakes Surety & Indemnity, Quorum MGA Services, and Vantage Digital Insurance Solutions.

8. Current Corporate Governance Guidelines.

9. Current Bylaws (certified copy).

10. Board resolutions authorizing adoption and/or amendment of each committee charter and the Delegation of Authority Matrix, including the original adoption resolutions (February 2016), the March 2019 amendment resolutions, the June 2021 amendment resolutions, and the April 2020 DOA interim amendment resolution.

11. Garrett & Whitfield LLP management letter dated March 14, 2025 (FY 2024 audit).

12. Apex Proxy Advisors, Inc. governance benchmarking report dated June 30, 2025.

13. Veltrano Institutional Partners, LP shareholder letter dated June 18, 2025.

14. Board resolution dated July 22, 2025 authorizing the governance overhaul project.

15. Quorum's most recent Annual Report on Form 10-K (FY 2024) and definitive proxy statement on Schedule 14A.

16. Organizational chart for Quorum Insurance Holdings Corp. and all subsidiaries (Quorum P&C Insurance Company, Lone Star Specialty Insurance Company, Great Lakes Surety & Indemnity Co., Quorum MGA Services, LLC, and Vantage Digital Insurance Solutions, Inc.), including ownership percentages and jurisdictions of formation.

17. Current director and officer roster with independence classifications (including the basis for each independence determination under NYSE standards and applicable SEC rules).

18. Any prior correspondence with the NYSE regarding governance matters, listing compliance, or deficiency notifications.

19. Any relevant state insurance regulatory correspondence (Connecticut, Texas, Ohio) relating to governance, holding company filings, or delegation-of-authority matters. Document Responsibility Allocations The following responsibility allocations were confirmed for compilation and delivery of the requested documents: • Ms. Vásquez confirmed that she would coordinate with her internal audit team to compile Items 6 (p

IV. KEY COMPANY INFORMATION REFERENCED DURING MEETING For reference and engagement file purposes, the following key company information was referenced during the meeting or is otherwise relevant to the engagement: Quorum Insurance Holdings Corp. • Legal Form: Delaware corporation • Stock Exchange: Publicly traded on the New York Stock Exchange • Ticker Symbol: QIHC • Employer Identification Number (EIN): 27-4831956 •

V. CLOSING The meeting was adjourned at 12:25 p.m. Eastern Time. Ms. Forsythe thanked the Quorum team for their thorough preparation and confirmed that the Calderwood & Harkness team would proceed immediately with the initial phase of work, including the setup of the secure shared document workspace and preparation for the gap analysis memoranda. These minutes were prepared by Eric Johannsen, Working Associate, Calde