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AMENDED AND RESTATED CHARTER OF THE NOMINATING & CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.

Adopted by the Board of Directors on December 11, 2025

This Amended and Restated Charter supersedes the Charter of the Nominating & Corporate Governance Committee originally adopted on February 12, 2016, as amended on March 20, 2019.

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Article I — Purpose

The Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a Delaware corporation (the "Company") (NYSE: QIHC), hereby establishes this Amended and Restated Charter (this "Charter") of the Nominating & Corporate Governance Committee of the Board (the "Committee") to set forth the Committee's purpose, composition, authority, responsibilities, and procedures.

The purpose of the Committee is to assist the Board in fulfilling its responsibilities with respect to corporate governance and Board composition by carrying out the following primary functions:

(a) identifying, evaluating, and recommending to the Board qualified candidates for election or appointment to the Board, whether at the annual meeting of shareholders or to fill vacancies or newly created directorships arising between annual meetings;

(b) developing and recommending to the Board the corporate governance principles, policies, and guidelines applicable to the Company, and periodically reviewing and recommending amendments thereto to reflect evolving best practices, regulatory requirements, and the Company's strategic needs;

(c) overseeing the evaluation of the Board and each of its standing committees, including the development and administration of an annual self-evaluation process designed to promote continuous improvement in Board effectiveness;

(d) overseeing the Company's broader corporate governance framework, including the Company's policies, programs, and practices relating to environmental, social, and governance ("ESG") and sustainability matters, and monitoring emerging trends, standards, and regulatory developments in these areas;

(e) overseeing shareholder engagement on governance-related matters, including establishing and administering a shareholder engagement protocol that ensures meaningful dialogue between the Board's independent directors and significant shareholders of the Company; and

(f) overseeing Board composition, refreshment, and succession planning, including the development and maintenance of a director skills matrix, the implementation of mandatory retirement and tenure policies, and the periodic assessment of the appropriate size and structure of the Board.

In fulfilling its purpose, the Committee shall exercise such powers of the Board as are delegated to it pursuant to this Charter and applicable law, including the authority granted to committees of the Board under Section 141(c) of the General Corporation Law of the State of Delaware (the "DGCL"). The Committee shall discharge its responsibilities in a manner consistent with the Company's Certificate of Incorporation, Amended and Restated Bylaws (the "Bylaws"), applicable law, and the rules and listing standards of the New York Stock Exchange (the "NYSE").

Article II — Composition and Membership

Section 2.1 — Size

The Committee shall consist of no fewer than three (3) members of the Board. The members of the Committee shall be appointed annually by the Board, taking into consideration the recommendation of the Committee itself. The Board shall have the discretion to increase or decrease the size of the Committee from time to time, provided that the minimum membership requirement set forth in this Section 2.1 is satisfied at all times. As of the adoption of this Charter, the Committee consists of four (4) members, and the Chair of the Committee is Arthur J. Pennington, who also serves as the Lead Independent Director of the Board.

Section 2.2 — Independence Requirements

Each member of the Committee shall satisfy the independence requirements set forth below:

(a) NYSE Independence Standards. Each member of the Committee must qualify as "independent" as that term is defined under Section 303A.02 of the NYSE Listed Company Manual and any applicable rules, interpretations, and guidance thereunder, as may be amended from time to time, including the 2024 amendments to Section 303A adopted by the NYSE.

(b) Board Determination. Each member of the Committee must be free from any relationship with the Company or its management that, in the opinion of the Board, would interfere with the exercise of independent judgment as a member of the Committee. In making this determination, the Board shall consider all relevant facts and circumstances, including any commercial, industrial, banking, consulting, legal, accounting, charitable, or familial relationships.

(c) Annual Review. Independence determinations with respect to each member of the Committee shall be made by the Board on an annual basis, typically at the first regularly scheduled Board meeting following the annual meeting of shareholders. The Board may also make interim independence determinations as circumstances warrant. The results of such determinations shall be disclosed in the Company's annual proxy statement in accordance with applicable SEC rules and NYSE listing standards.

Section 2.3 — Appointment and Removal

Members of the Committee shall be appointed by the Board upon the recommendation of the Committee itself. Such appointments shall be made annually at the first regularly scheduled meeting of the Board following the annual meeting of shareholders, conforming to the procedures set forth in Article III, Section 3.4 of the Company's Amended and Restated Bylaws. Each member of the Committee shall serve until his or her successor is duly appointed and qualified, or until such member's earlier resignation, removal from the Committee, or cessation of membership on the Board for any reason, including but not limited to failure to be re-elected by shareholders, death, disability, or disqualification.

The Board may remove any member of the Committee at any time, with or without cause, by the affirmative vote of a majority of the directors then in office. A member of the Committee shall automatically cease to be a member of the Committee upon ceasing to be a member of the Board.

Section 2.4 — Chair

The Board shall designate one member of the Committee to serve as Chair of the Committee. In the event the Board does not designate a Chair, the members of the Committee may elect a Chair from among their number by majority vote of the full Committee membership. The Chair of the Committee shall have the following responsibilities:

(a) presiding at all meetings of the Committee;

(b) establishing the agenda for each meeting of the Committee, in consultation with the General Counsel & Corporate Secretary of the Company and, as appropriate, other members of the Committee and management;

(c) leading the Committee's discussions and ensuring that all members have an opportunity to participate fully in the Committee's deliberations;

(d) reporting the Committee's actions, findings, and recommendations to the full Board at the next regularly scheduled Board meeting following each Committee meeting; and

(e) performing such other duties as the Board or the Committee may from time to time assign.

In the absence of the Chair at any meeting of the Committee, the members present shall designate one of their number to serve as acting chair for such meeting.

Article III — Meetings and Procedures

Section 3.1 — Frequency

The Committee shall meet at least four (4) times per year and more frequently as the Committee deems necessary or appropriate to fulfill its responsibilities under this Charter. Meetings shall be scheduled in advance as part of the Board's annual calendar to the extent practicable. Additional meetings of the Committee may be called at any time by:

(a) the Chair of the Committee;

(b) a majority of the members of the Committee; or

Notice of meetings shall be given in accordance with the procedures applicable to meetings of the Board as set forth in the Company's Bylaws.

Section 3.2 — Quorum and Voting

A majority of the members of the Committee shall constitute a quorum for the transaction of business. No action of the Committee shall be valid unless taken at a meeting at which a quorum is present, except as provided below with respect to action by unanimous written consent. All actions of the Committee shall require the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

The Committee may act by unanimous written consent in lieu of a meeting, to the extent consistent with Section 141(f) of the DGCL and the Company's Bylaws. Any such written consent shall be filed with the minutes of proceedings of the Committee.

Members of the Committee may participate in a meeting by means of conference telephone, videoconference, or other communications equipment by which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting for purposes of determining a quorum and for all other purposes.

Section 3.3 — Attendance and Participation

The Committee may invite any member of management, including without limitation the Chief Executive Officer (currently Margaret A. Calloway), the General Counsel & Corporate Secretary (currently Dennis R. Okonkwo), and other officers, employees, or agents of the Company, as well as outside advisors, consultants, or other persons, to attend and participate in meetings of the Committee as it deems appropriate. Persons who are not members of the Committee shall not have the right to vote on any matter before the Committee, and the Committee may excuse any non-member from all or any portion of a meeting at any time.

The Committee shall meet in executive session, without members of management present, at least once per year. The Committee may hold additional executive sessions as it deems appropriate, including in connection with the evaluation of candidates for Board membership, discussion of governance concerns, or any other matter that the Committee determines warrants discussion in a non-management setting.

Section 3.4 — Minutes and Reports

Minutes of each meeting of the Committee shall be prepared by the Corporate Secretary of the Company or his or her designee. The minutes shall be circulated to each member of the Committee for review and shall be approved by the Committee at the next regular meeting following their preparation. Approved minutes shall be maintained in the corporate records of the Company in accordance with the Company's record retention policies.

The Chair of the Committee shall report the Committee's actions, deliberations, and recommendations to the full Board at the next regularly scheduled meeting of the Board following each Committee meeting. Such reports may be made orally or in writing, as the Chair deems appropriate, and shall include a summary of any significant matters discussed and any actions taken by the Committee.

Section 3.5 — Agenda and Materials

An agenda for each meeting of the Committee, together with supporting materials relevant to the matters to be considered, shall be prepared under the direction of the Chair and distributed to each member of the Committee in advance of the meeting, to the extent practicable. The Chair, in consultation with the General Counsel & Corporate Secretary, shall determine the items to be included on the agenda and the materials to be distributed, taking into account input from other Committee members, management, and outside advisors as appropriate. Members of the Committee are expected to review all materials provided in advance of each meeting and to be prepared to discuss the matters on the agenda.

Article IV — Authority and Responsibilities

The Committee shall have the authority and responsibilities set forth in this Article IV, in addition to any other duties that may be assigned to the Committee by the Board from time to time. In discharging its responsibilities, the Committee shall have full access to the Company's management, books, records, and outside advisors. The Committee's responsibilities are set forth as a guide, with the understanding that the Committee may supplement or modify them as appropriate and as required by changes in applicable law, regulation, or listing standards.

Section 4.1 — Director Nominations and Board Composition

4.1.1 — Candidate Identification and Evaluation

The Committee shall be responsible for identifying, screening, and evaluating candidates for nomination to the Board. In fulfilling this responsibility, the Committee shall:

(a) establish and periodically review criteria for Board membership, taking into account the Company's current and anticipated business needs, the overall composition of the Board, and the desire to maintain a Board that reflects a diversity of perspectives, backgrounds, and expertise;

(b) identify potential candidates for Board membership through range sources, including recommendations from current directors, management, shareholders, and professional search firms;

(c) screen and evaluate all candidates for director nominations, including candidates proposed by shareholders in accordance with the Company's Bylaws and applicable SEC rules, applying the same criteria and evaluation process to all candidates regardless of the source of the recommendation;

(d) consider the diversity of background, experience, skills, gender, race, ethnicity, age, geographic location, and such other factors as the Committee deems relevant in evaluating each candidate, with the goal of assembling a Board that collectively possesses the mix of qualifications, skills, and attributes necessary for effective oversight of the Company;

(e) conduct appropriate due diligence and background investigations of prospective candidates, including review of potential conflicts of interest, related party relationships, and compliance with the Company's director overboarding policy; and

(f) recommend to the Board nominees for election at the annual meeting of shareholders and candidates to fill vacancies or newly created directorships, providing the Board with all relevant information regarding each recommended candidate.

4.1.2 — Director Skills Matrix

The Committee shall develop and maintain a director skills matrix (the "Skills Matrix") that identifies the key competencies, qualifications, areas of expertise, and other attributes desired on the Board. The Skills Matrix shall serve as a tool in evaluating both current directors and prospective candidates for Board membership. In developing and maintaining the Skills Matrix, the Committee shall:

(a) identify the skills, competencies, and areas of expertise that are most critical to the effective oversight of the Company's business, strategy, and risk profile, which shall include, without limitation:

(i) insurance industry expertise, including property and casualty underwriting, specialty lines, and managing general agency operations;

(ii) financial literacy and accounting, including experience with public-company financial reporting, auditing, and internal controls;

(iii) risk management, including enterprise risk management frameworks and insurance regulatory risk;

(iv) technology and cybersecurity, including digital distribution, insurtech, and data privacy;

(v) legal and regulatory expertise, including experience with insurance regulation at the state and federal levels, securities law, and compliance;

(vi) capital markets experience, including public-company finance, mergers and acquisitions, and investor relations;

(vii) human capital management, including talent development, executive compensation, and organizational culture;

(viii) ESG and sustainability, including climate risk, social responsibility, and governance best practices; and

(ix) public-company governance experience, including board service at other publicly traded companies;

(b) review the Skills Matrix at least annually, and update it as necessary to reflect evolving business needs, regulatory changes, and governance best practices;

(c) use the Skills Matrix in connection with the annual evaluation of current directors and the evaluation of prospective candidates for Board membership; and

(d) make the Skills Matrix, or a summary thereof, available for inclusion in the Company's annual proxy statement, as the Board deems appropriate, to enhance transparency regarding the Board's composition and the Committee's nomination process.

4.1.3 — Board Refreshment and Succession Planning

The Committee shall oversee Board refreshment and succession planning to ensure that the Board maintains a balance of continuity, institutional knowledge, and fresh perspectives. In carrying out this responsibility, the Committee shall:

(a) oversee the implementation of the Board's mandatory retirement policy, which provides that no director who has attained the age of seventy-five (75) shall be nominated for re-election to the Board at the next annual meeting of shareholders following his or her seventy-fifth birthday, unless the Board, upon recommendation of the Committee, determines that a waiver of this policy is in the best interests of the Company and its shareholders under the circumstances;

(b) oversee the implementation of the Board's independent director tenure policy, which provides that no independent director who has served on the Board for fifteen (15) consecutive years shall be nominated for re-election at the next annual meeting of shareholders following the completion of such fifteen-year period, unless the Board, upon recommendation of the Committee, determines that a waiver of this policy is in the best interests of the Company and its shareholders under the circumstances;

(c) develop and maintain a Board succession plan that identifies the key competencies and leadership attributes needed on the Board over the near, medium, and long term, and that includes a pipeline of qualified candidates to fill anticipated vacancies;

(d) periodically consider the appropriate size of the Board, taking into account the Company's business complexity, strategic direction, committee structure, and applicable regulatory requirements (as of the date of this Charter, the Board consists of eleven (11) directors, of whom eight (8) are independent and three (3) are management or non-independent directors);

(e) evaluate the continued service of each director upon the expiration of such director's term, taking into consideration, among other factors, the director's attendance record, participation in Board and committee deliberations, contributions to the Board's effectiveness, compliance with Company policies, and the results of the annual Board and committee self-evaluation process; and

(f) report to the Board at least annually on the status of Board refreshment and succession planning activities.

Section 4.2 — Corporate Governance Guidelines and Policies

4.2.1 — Development and Review

The Committee shall develop and recommend to the Board a comprehensive set of Corporate Governance Guidelines (the "Guidelines") applicable to the Company and shall periodically review and recommend amendments to the Guidelines to reflect evolving governance best practices, changes in applicable law or regulation, and the Company's strategic and operational needs. The current Guidelines include, without limitation, provisions regarding:

(a) Board composition and independence, including minimum independence requirements and the process for evaluating director independence;

(b) director qualifications, including the criteria and process for identifying, evaluating, and nominating candidates for Board membership;

(c) Board leadership structure, including the respective roles and responsibilities of the Chair of the Board and Chief Executive Officer (if combined) and the Lead Independent Director;

(d) meeting procedures, including expectations for attendance, preparation, and participation at Board and committee meetings;

(e) director orientation and continuing education programs designed to ensure that all directors have an adequate understanding of the Company's business, strategy, financial condition, risk profile, regulatory environment, and governance framework; and

(f) management succession planning, including the process for CEO and senior management succession planning and emergency succession protocols.

4.2.2 — Director Overboarding Policy

The Committee shall monitor compliance with the Company's director overboarding policy, which establishes the following limitations on outside board service:

(a) Independent Directors. No independent director shall serve on the boards of directors of more than four (4) public companies in total, including the Company's Board. For purposes of this policy, "public company" means any company that has a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or that is otherwise subject to the reporting requirements of Section 15(d) thereof.

(b) Chief Executive Officer. The Chief Executive Officer of the Company shall not serve on the boards of directors of more than two (2) public companies in total, including the Company's Board.

The Committee shall review any request by a director to join the board of directors of an additional public company before such director accepts such appointment. In evaluating any such request, the Committee shall consider the director's existing time commitments, the potential for conflicts of interest, and the director's ability to continue to devote sufficient time and attention to the affairs of the Company.

4.2.3 — Voting Standard

The Committee shall oversee the implementation of the majority voting standard adopted by the Board for uncontested director elections. Under this standard, which replaces the former plurality voting standard, each nominee for election as a director in an uncontested election must receive the affirmative vote of a majority of the votes cast with respect to such nominee's election in order to be elected to the Board.

In connection with the majority voting standard, the Committee shall develop and recommend to the Board a director resignation policy that establishes the procedures applicable in the event that a director nominee fails to receive a majority of the votes cast in an uncontested election. Such policy shall provide, at a minimum, that any incumbent director who fails to receive a majority of votes cast in an uncontested election shall promptly tender his or her resignation to the Board, and that the Committee shall evaluate the tendered resignation and recommend to the Board whether to accept or reject such resignation, taking into account all relevant facts and circumstances.

Section 4.3 — ESG and Sustainability Oversight

The Committee shall serve as the primary Board-level body responsible for overseeing the Company's policies, programs, and practices relating to environmental, social, and governance matters, including sustainability. In fulfilling this responsibility, the Committee shall:

(a) oversee the development and implementation of the Company's ESG strategy, including the establishment of ESG goals, targets, and key performance indicators, and monitor the Company's progress toward achieving such goals;

(b) review and discuss with management the Company's ESG-related public disclosures, including any sustainability report, corporate social responsibility report, or ESG-related disclosures included in the Company's annual report on Form 10-K, proxy statement, or other filings with the Securities and Exchange Commission (the "SEC");

(c) monitor emerging ESG trends, standards, frameworks, and regulatory developments that are relevant to the insurance and financial technology industries, including developments in climate risk assessment, biodiversity, human rights, supply chain management, and data privacy;

(d) coordinate with the Audit Committee, the Risk Committee, the Compensation & Human Capital Committee, and the Technology & Cybersecurity Oversight Committee, as appropriate, on ESG matters that fall within the oversight responsibilities of those committees, including but not limited to climate-related financial risk (Risk Committee), human capital and workforce diversity metrics (Compensation & Human Capital Committee), ESG-related financial disclosures (Audit Committee), and data privacy and cybersecurity (Technology & Cybersecurity Oversight Committee);

(e) provide input on ESG-related shareholder proposals received by the Company and advise the Board on the Company's recommended response to such proposals, including recommendations regarding inclusion in or exclusion from the Company's proxy statement; and

(f) provide input on ESG-related proxy voting matters and engagement with proxy advisory firms on governance and ESG-related issues.

Section 4.4 — Shareholder Engagement Protocol

The Committee shall establish and oversee a shareholder engagement protocol for governance-related matters designed to promote constructive dialogue between the Board's independent directors and the Company's significant shareholders. In carrying out this responsibility, the Committee shall:

(a) develop and maintain a formal shareholder engagement protocol that sets forth the process, procedures, and guidelines for Board-level engagement with shareholders on corporate governance, ESG, executive compensation, and other matters of interest to shareholders;

(b) ensure that the Lead Independent Director (currently Arthur J. Pennington) and the Chair of the Nominating & Corporate Governance Committee are available for engagement with holders of three percent (3%) or more of the Company's outstanding common stock on governance topics, upon reasonable request by such shareholders;

(c) coordinate with the Company's investor relations function, the General Counsel & Corporate Secretary, and other members of management on the scheduling, logistics, and substantive preparation for shareholder engagement meetings;

(d) report to the Board on shareholder engagement activities, including a summary of the engagement meetings conducted, the topics discussed, the feedback received from shareholders, and any recommended actions or changes to the Company's governance practices in response to such feedback; and

(e) consider shareholder feedback, together with the results of shareholder advisory votes, proxy advisory firm recommendations, and emerging governance trends, in evaluating and refining the Company's governance practices and policies on an ongoing basis.

Section 4.5 — Committee Structure Oversight

The Committee shall periodically review the Board's standing committee structure to ensure that it is appropriately organized to support the Board's oversight responsibilities and to reflect the Company's evolving business, regulatory, and governance needs. In carrying out this responsibility, the Committee shall:

(a) review the number, responsibilities, and composition of each standing committee of the Board (currently consisting of six standing committees: the Audit Committee, the Compensation & Human Capital Committee, the Nominating & Corporate Governance Committee, the Risk Committee, the Investment Committee, and the Technology & Cybersecurity Oversight Committee);

(b) recommend to the Board the assignment of directors to the various standing committees and the designation of the chair of each standing committee, taking into account the qualifications, expertise, availability, and preferences of each director, as well as applicable independence and other regulatory requirements;

(c) review and recommend updates to the charter of each standing committee as needed, to ensure that each charter accurately reflects the committee's responsibilities and is consistent with evolving regulatory requirements, listing standards, and governance best practices; and

(d) consider whether the creation of additional standing or special committees, or the consolidation or dissolution of existing committees, is advisable in light of the Company's circumstances.

Section 4.6 — Board and Committee Evaluations

The Committee shall oversee an annual self-evaluation process for the Board as a whole and for each of its standing committees. The self-evaluation process is intended to promote continuous improvement in Board and committee effectiveness and to identify areas of strength and areas for improvement. In carrying out this responsibility, the Committee shall:

(a) develop and administer evaluation criteria, methodologies, and instruments, which may include written questionnaires, individual interviews, group discussions, or other approaches that the Committee determines to be most effective;

(b) oversee the administration of the evaluation process, including the collection and aggregation of evaluation responses and the preparation of summary reports;

(c) report the results of the annual self-evaluation process, together with any recommendations for improvement, to the full Board;

(d) use the results of the self-evaluation process as an input to the Committee's assessment of individual director performance, Board composition, and director nomination and succession planning activities; and

(e) periodically consider whether external facilitators or consultants should be engaged to assist with the evaluation process to ensure objectivity and candor, and to provide benchmarking against governance best practices.

Section 4.7 — Director Orientation and Continuing Education

The Committee shall oversee the Company's programs for director orientation and continuing education to ensure that all directors have the knowledge and understanding necessary to fulfill their responsibilities. In carrying out this responsibility, the Committee shall:

(a) oversee the development and administration of a comprehensive orientation program for newly elected or appointed directors, which shall include briefings on the Company's business, strategy, financial condition, risk profile, regulatory environment, corporate governance framework, key policies and procedures, and the responsibilities of the Board and its standing committees;

(b) encourage all directors to participate in continuing education programs, seminars, and conferences on topics relevant to their responsibilities, including developments in the insurance and financial technology industries, regulatory changes, risk management, cybersecurity, ESG, and emerging governance best practices; and

(c) monitor and assess the effectiveness of the Company's orientation and continuing education programs and recommend enhancements as appropriate.

Section 4.8 — Management Succession Planning

The Committee shall oversee CEO and senior management succession planning in coordination with the Chair of the Board (if separate from the CEO) and the Compensation & Human Capital Committee. In carrying out this responsibility, the Committee shall:

(a) review the Company's management succession plans at least annually, including plans for both planned successions and emergency or unexpected vacancies in the positions of CEO and other senior executive officers;

(b) assess the development, performance, and readiness of internal candidates for senior leadership positions, including participation in talent review discussions with the CEO and the Chief Human Resources Officer;

(c) ensure that the Company maintains emergency succession protocols that provide for the continuity of leadership in the event of the sudden death, disability, or departure of the CEO or other key senior executives; and

(d) report to the Board at least annually on the status of management succession planning activities and any recommendations for improvement.

Section 4.9 — Review of Related Party Transactions

The Committee shall review and assess the Company's policies and procedures for the review, approval, or ratification of related party transactions, as required under applicable SEC rules (including Item 404 of Regulation S-K) and NYSE listing standards. In carrying out this responsibility, the Committee shall:

(a) oversee compliance with the Company's Related Party Transaction Policy, including the process for identifying, reviewing, and approving or ratifying transactions between the Company and related persons;

(b) review, on at least an annual basis, the adequacy and effectiveness of the Related Party Transaction Policy and recommend any amendments to the Board; and

(c) review and discuss with management any related party transactions or potential related party transactions that are brought to the Committee's attention, and take such action as the Committee deems appropriate under the circumstances.

Section 4.10 — Code of Conduct and Ethics

The Committee shall oversee the Company's Code of Business Conduct and Ethics (the "Code"), which applies to all directors, officers, and employees of the Company and its subsidiaries. In carrying out this responsibility, the Committee shall:

(a) periodically review the Code and recommend updates and amendments to the Board to ensure that the Code reflects evolving legal requirements, regulatory expectations, and best practices;

(b) oversee compliance with the Code, including the process for reporting and investigating violations;

(c) review and approve any waivers of the Code for directors or executive officers of the Company, provided that any such waiver shall be promptly disclosed in accordance with applicable SEC rules (including Item 5.05 of Form 8-K, if applicable) and NYSE listing standards; and

(d) report to the Board on any significant issues arising under the Code, including any material violations or patterns of non-compliance.

Article V — Delegation of Authority

The Committee may, to the extent permitted by Section 141(c) of the DGCL and the Company's Bylaws, delegate its authority to one or more subcommittees, to individual members of the Committee, or to officers of the Company, as the Committee deems appropriate to facilitate the efficient discharge of its responsibilities. Any such delegation shall be subject to the following conditions:

(a) all delegations of authority shall be in writing and shall specify the scope, duration, and any limitations on the delegated authority;

(b) any action taken pursuant to delegated authority shall be reported to the full Committee at its next regularly scheduled meeting following the date on which such action was taken; and

(c) all delegations of authority shall be consistent with the Company's Delegation of Authority Matrix, as adopted and amended from time to time by the Board.

No delegation of authority shall relieve the Committee of its responsibility to oversee the matters delegated and to ensure that delegated authority is exercised in a manner consistent with this Charter, the Company's governance policies, and applicable law.

Article VI — Resources, Advisors, and Funding

Section 6.1 — Retention of Advisors

The Committee shall have the sole authority to retain and terminate search firms for director candidates, legal counsel, governance consultants, and other advisors as it deems necessary or appropriate to fulfill its responsibilities under this Charter. The Committee shall not be required to obtain the approval of the Board or management prior to retaining any such advisor or incurring any expense in connection therewith.

The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for:

(a) the payment of reasonable compensation to any search firm, legal counsel, governance consultant, or other advisor retained by the Committee;

(b) the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its responsibilities; and

(c) the payment of any other expenses that the Committee determines are necessary or appropriate to the discharge of its duties.

Section 6.2 — Access to Information

The Committee shall have full and unrestricted access to the Company's books, records, facilities, and personnel as it deems necessary or appropriate to discharge its responsibilities under this Charter. Without limiting the generality of the foregoing, the Committee may request information, documents, reports, and analyses from any officer, employee, or agent of the Company or any of its subsidiaries, including without limitation:

(a) Quorum Property & Casualty Insurance Company;

(b) Lone Star Specialty Insurance Company;

(d) Quorum MGA Services, LLC; and

(e) Vantage Digital Insurance Solutions, Inc.

All officers and employees of the Company and its subsidiaries are directed to cooperate fully with the Committee and to provide any information, assistance, or access requested by the Committee in a timely manner. The Committee may also request that any officer or employee of the Company attend a meeting of the Committee or meet separately with the Committee or its advisors.

Article VII — Annual Self-Evaluation

The Committee shall conduct an annual performance self-evaluation to assess the Committee's effectiveness in fulfilling its responsibilities under this Charter. The self-evaluation shall include, without limitation:

(a) a review of the Committee's compliance with the provisions of this Charter, including the frequency and quality of Committee meetings, the adequacy of materials provided to the Committee, and the effectiveness of the Committee's deliberations and decision-making processes;

(b) an assessment of the Committee's performance in carrying out each of its principal responsibilities, including director nominations and Board composition, corporate governance policy development, ESG oversight, shareholder engagement, and Board and committee evaluations;

(d) an assessment of the adequacy of this Charter, including any recommended changes to the Charter for consideration and approval by the Board.

The results of the annual self-evaluation shall be reported to the Board by the Chair of the Committee. The Committee shall use the results of the self-evaluation to identify areas of strength and opportunities for improvement, and shall take such actions as it deems appropriate in response to the self-evaluation findings.

Article VIII — Annual Review of Charter

The Committee shall review and reassess the adequacy of this Charter at least annually, taking into account evolving governance best practices, changes in applicable law, regulation, and listing standards, and the Company's strategic and operational needs. Any proposed amendments to this Charter shall be recommended by the Committee to the Board for approval.

This Charter, as adopted or subsequently amended, shall be made available on the Company's website and filed with or referenced in the Company's governance documents in accordance with NYSE listing requirements. Pursuant to applicable NYSE rules, any adopted or amended version of this Charter shall be posted on the Company's website within five (5) business days of the date of adoption or amendment.

Article IX — Interpretation and Limitations

This Charter is intended to serve as a flexible framework for the governance and operation of the Committee. It is not intended to, and does not, create any legally enforceable rights or obligations in favor of any shareholder, employee, director, officer, or other person, whether as a third-party beneficiary or otherwise.

Nothing in this Charter shall be construed to limit the authority of the Board to delegate additional responsibilities to the Committee, to modify or reassign the Committee's responsibilities, or to establish additional committees or to assign responsibilities currently vested in the Committee to other committees of the Board or to the full Board.

The Committee's role is one of oversight. The management of the Company's business and affairs is the responsibility of the Company's officers and management team. While the Committee is charged with the responsibilities set forth herein, it is not the duty of the Committee to manage the Company's day-to-day operations, to conduct investigations, or to ensure compliance with all applicable laws and regulations. The Committee shall be entitled to rely in good faith on the accuracy and completeness of information and reports provided to it by management, advisors, and other parties, to the fullest extent permitted by applicable law.

Article X — Effective Date

This Amended and Restated Charter is effective as of the date of its adoption by the Board of Directors on December 11, 2025.

This Charter supersedes all prior versions of the charter of the Nominating & Corporate Governance Committee of the Board, including the original charter adopted on February 12, 2016, and the charter as amended on March 20, 2019. To the extent of any conflict or inconsistency between this Charter and any prior version, this Charter shall control.

•

ATTESTATION

The undersigned, being the duly appointed General Counsel & Corporate Secretary of Quorum Insurance Holdings Corp., hereby certifies that this Amended and Restated Charter of the Nominating & Corporate Governance Committee of the Board of Directors was duly adopted by the Board of Directors of the Company at a meeting held on December 11, 2025, at which a quorum was present and acting throughout, and that this document constitutes a true and correct copy of such Charter as so adopted.

QUORUM INSURANCE HOLDINGS CORP.

By: ________

Name: Dennis R. Okonkwo

Title: General Counsel & Corporate Secretary

Date: December 11, 2025

AMENDED AND RESTATED CHARTER OF THE NOMINATING & CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.
Adopted by the Board of Directors on December 11, 2025
This Amended and Restated Charter supersedes the Charter of the Nominating & Corporate Governance Committee originally adopted on February 12, 2016, as amended on March 20, 2019.
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Article I — Purpose
The Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a Delaware corporation (the "Company") (NYSE: QIHC), hereby establishes this Amended and Restated Charter (this "Charter") of the Nominating & Corporate Governance Committee of the Board (the "Committee") to set forth the Committee's purpose, composition, authority, responsibilities, and procedures.
The purpose of the Committee is to assist the Board in fulfilling its responsibilities with respect to corporate governance and Board composition by carrying out the following primary functions:
(a) identifying, evaluating, and recommending to the Board qualified candidates for election or appointment to the Board, whether at the annual meeting of shareholders or to fill vacancies or newly created directorships arising between annual meetings;
(b) developing and recommending to the Board the corporate governance principles, policies, and guidelines applicable to the Company, and periodically reviewing and recommending amendments thereto to reflect evolving best practices, regulatory requirements, and the Company's strategic needs;
(c) overseeing the evaluation of the Board and each of its standing committees, including the development and administration of an annual self-evaluation process designed to promote continuous improvement in Board effectiveness;
(d) overseeing the Company's broader corporate governance framework, including the Company's policies, programs, and practices relating to environmental, social, and governance ("ESG") and sustainability matters, and monitoring emerging trends, standards, and regulatory developments in these areas;
(e) overseeing shareholder engagement on governance-related matters, including establishing and administering a shareholder engagement protocol that ensures meaningful dialogue between the Board's independent directors and significant shareholders of the Company; and
(f) overseeing Board composition, refreshment, and succession planning, including the development and maintenance of a director skills matrix, the implementation of mandatory retirement and tenure policies, and the periodic assessment of the appropriate size and structure of the Board.
In fulfilling its purpose, the Committee shall exercise such powers of the Board as are delegated to it pursuant to this Charter and applicable law, including the authority granted to committees of the Board under Section 141(c) of the General Corporation Law of the State of Delaware (the "DGCL"). The Committee shall discharge its responsibilities in a manner consistent with the Company's Certificate of Incorporation, Amended and Restated Bylaws (the "Bylaws"), applicable law, and the rules and listing standards of the New York Stock Exchange (the "NYSE").
Article II — Composition and Membership
Section 2.1 — Size
The Committee shall consist of no fewer than three (3) members of the Board. The members of the Committee shall be appointed annually by the Board, taking into consideration the recommendation of the Committee itself. The Board shall have the discretion to increase or decrease the size of the Committee from time to time, provided that the minimum membership requirement set forth in this Section 2.1 is satisfied at all times. As of the adoption of this Charter, the Committee consists of four (4) members, and the Chair of the Committee is Arthur J. Pennington, who also serves as the Lead Independent Director of the Board.
Section 2.2 — Independence Requirements
Each member of the Committee shall satisfy the independence requirements set forth below:
(a) NYSE Independence Standards. Each member of the Committee must qualify as "independent" as that term is defined under Section 303A.02 of the NYSE Listed Company Manual and any applicable rules, interpretations, and guidance thereunder, as may be amended from time to time, including the 2024 amendments to Section 303A adopted by the NYSE.
(b) Board Determination. Each member of the Committee must be free from any relationship with the Company or its management that, in the opinion of the Board, would interfere with the exercise of independent judgment as a member of the Committee. In making this determination, the Board shall consider all relevant facts and circumstances, including any commercial, industrial, banking, consulting, legal, accounting, charitable, or familial relationships.
(c) Annual Review. Independence determinations with respect to each member of the Committee shall be made by the Board on an annual basis, typically at the first regularly scheduled Board meeting following the annual meeting of shareholders. The Board may also make interim independence determinations as circumstances warrant. The results of such determinations shall be disclosed in the Company's annual proxy statement in accordance with applicable SEC rules and NYSE listing standards.
Section 2.3 — Appointment and Removal
Members of the Committee shall be appointed by the Board upon the recommendation of the Committee itself. Such appointments shall be made annually at the first regularly scheduled meeting of the Board following the annual meeting of shareholders, conforming to the procedures set forth in Article III, Section 3.4 of the Company's Amended and Restated Bylaws. Each member of the Committee shall serve until his or her successor is duly appointed and qualified, or until such member's earlier resignation, removal from the Committee, or cessation of membership on the Board for any reason, including but not limited to failure to be re-elected by shareholders, death, disability, or disqualification.
The Board may remove any member of the Committee at any time, with or without cause, by the affirmative vote of a majority of the directors then in office. A member of the Committee shall automatically cease to be a member of the Committee upon ceasing to be a member of the Board.
Section 2.4 — Chair
The Board shall designate one member of the Committee to serve as Chair of the Committee. In the event the Board does not designate a Chair, the members of the Committee may elect a Chair from among their number by majority vote of the full Committee membership. The Chair of the Committee shall have the following responsibilities:
(a) presiding at all meetings of the Committee;
(b) establishing the agenda for each meeting of the Committee, in consultation with the General Counsel & Corporate Secretary of the Company and, as appropriate, other members of the Committee and management;
(c) leading the Committee's discussions and ensuring that all members have an opportunity to participate fully in the Committee's deliberations;
(d) reporting the Committee's actions, findings, and recommendations to the full Board at the next regularly scheduled Board meeting following each Committee meeting; and
(e) performing such other duties as the Board or the Committee may from time to time assign.
In the absence of the Chair at any meeting of the Committee, the members present shall designate one of their number to serve as acting chair for such meeting.
Article III — Meetings and Procedures
Section 3.1 — Frequency
The Committee shall meet at least four (4) times per year and more frequently as the Committee deems necessary or appropriate to fulfill its responsibilities under this Charter. Meetings shall be scheduled in advance as part of the Board's annual calendar to the extent practicable. Additional meetings of the Committee may be called at any time by:
(a) the Chair of the Committee;
(b) a majority of the members of the Committee; or
(c) the Chair of the Board or the Lead Independent Director.
Notice of meetings shall be given in accordance with the procedures applicable to meetings of the Board as set forth in the Company's Bylaws.
Section 3.2 — Quorum and Voting
A majority of the members of the Committee shall constitute a quorum for the transaction of business. No action of the Committee shall be valid unless taken at a meeting at which a quorum is present, except as provided below with respect to action by unanimous written consent. All actions of the Committee shall require the affirmative vote of a majority of the members present at a meeting at which a quorum is present.
The Committee may act by unanimous written consent in lieu of a meeting, to the extent consistent with Section 141(f) of the DGCL and the Company's Bylaws. Any such written consent shall be filed with the minutes of proceedings of the Committee.
Members of the Committee may participate in a meeting by means of conference telephone, videoconference, or other communications equipment by which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting for purposes of determining a quorum and for all other purposes.
Section 3.3 — Attendance and Participation
The Committee may invite any member of management, including without limitation the Chief Executive Officer (currently Margaret A. Calloway), the General Counsel & Corporate Secretary (currently Dennis R. Okonkwo), and other officers, employees, or agents of the Company, as well as outside advisors, consultants, or other persons, to attend and participate in meetings of the Committee as it deems appropriate. Persons who are not members of the Committee shall not have the right to vote on any matter before the Committee, and the Committee may excuse any non-member from all or any portion of a meeting at any time.
The Committee shall meet in executive session, without members of management present, at least once per year. The Committee may hold additional executive sessions as it deems appropriate, including in connection with the evaluation of candidates for Board membership, discussion of governance concerns, or any other matter that the Committee determines warrants discussion in a non-management setting.
Section 3.4 — Minutes and Reports
Minutes of each meeting of the Committee shall be prepared by the Corporate Secretary of the Company or his or her designee. The minutes shall be circulated to each member of the Committee for review and shall be approved by the Committee at the next regular meeting following their preparation. Approved minutes shall be maintained in the corporate records of the Company in accordance with the Company's record retention policies.
The Chair of the Committee shall report the Committee's actions, deliberations, and recommendations to the full Board at the next regularly scheduled meeting of the Board following each Committee meeting. Such reports may be made orally or in writing, as the Chair deems appropriate, and shall include a summary of any significant matters discussed and any actions taken by the Committee.
Section 3.5 — Agenda and Materials
An agenda for each meeting of the Committee, together with supporting materials relevant to the matters to be considered, shall be prepared under the direction of the Chair and distributed to each member of the Committee in advance of the meeting, to the extent practicable. The Chair, in consultation with the General Counsel & Corporate Secretary, shall determine the items to be included on the agenda and the materials to be distributed, taking into account input from other Committee members, management, and outside advisors as appropriate. Members of the Committee are expected to review all materials provided in advance of each meeting and to be prepared to discuss the matters on the agenda.
Article IV — Authority and Responsibilities
The Committee shall have the authority and responsibilities set forth in this Article IV, in addition to any other duties that may be assigned to the Committee by the Board from time to time. In discharging its responsibilities, the Committee shall have full access to the Company's management, books, records, and outside advisors. The Committee's responsibilities are set forth as a guide, with the understanding that the Committee may supplement or modify them as appropriate and as required by changes in applicable law, regulation, or listing standards.
Section 4.1 — Director Nominations and Board Composition
4.1.1 — Candidate Identification and Evaluation
The Committee shall be responsible for identifying, screening, and evaluating candidates for nomination to the Board. In fulfilling this responsibility, the Committee shall:
(a) establish and periodically review criteria for Board membership, taking into account the Company's current and anticipated business needs, the overall composition of the Board, and the desire to maintain a Board that reflects a diversity of perspectives, backgrounds, and expertise;
(b) identify potential candidates for Board membership through range sources, including recommendations from current directors, management, shareholders, and professional search firms;
(c) screen and evaluate all candidates for director nominations, including candidates proposed by shareholders in accordance with the Company's Bylaws and applicable SEC rules, applying the same criteria and evaluation process to all candidates regardless of the source of the recommendation;
(d) consider the diversity of background, experience, skills, gender, race, ethnicity, age, geographic location, and such other factors as the Committee deems relevant in evaluating each candidate, with the goal of assembling a Board that collectively possesses the mix of qualifications, skills, and attributes necessary for effective oversight of the Company;
(e) conduct appropriate due diligence and background investigations of prospective candidates, including review of potential conflicts of interest, related party relationships, and compliance with the Company's director overboarding policy; and
(f) recommend to the Board nominees for election at the annual meeting of shareholders and candidates to fill vacancies or newly created directorships, providing the Board with all relevant information regarding each recommended candidate.
4.1.2 — Director Skills Matrix
The Committee shall develop and maintain a director skills matrix (the "Skills Matrix") that identifies the key competencies, qualifications, areas of expertise, and other attributes desired on the Board. The Skills Matrix shall serve as a tool in evaluating both current directors and prospective candidates for Board membership. In developing and maintaining the Skills Matrix, the Committee shall:
(a) identify the skills, competencies, and areas of expertise that are most critical to the effective oversight of the Company's business, strategy, and risk profile, which shall include, without limitation:
(i) insurance industry expertise, including property and casualty underwriting, specialty lines, and managing general agency operations;
(ii) financial literacy and accounting, including experience with public-company financial reporting, auditing, and internal controls;
(iii) risk management, including enterprise risk management frameworks and insurance regulatory risk;
(iv) technology and cybersecurity, including digital distribution, insurtech, and data privacy;
(v) legal and regulatory expertise, including experience with insurance regulation at the state and federal levels, securities law, and compliance;
(vi) capital markets experience, including public-company finance, mergers and acquisitions, and investor relations;
(vii) human capital management, including talent development, executive compensation, and organizational culture;
(viii) ESG and sustainability, including climate risk, social responsibility, and governance best practices; and
(ix) public-company governance experience, including board service at other publicly traded companies;
(b) review the Skills Matrix at least annually, and update it as necessary to reflect evolving business needs, regulatory changes, and governance best practices;
(c) use the Skills Matrix in connection with the annual evaluation of current directors and the evaluation of prospective candidates for Board membership; and
(d) make the Skills Matrix, or a summary thereof, available for inclusion in the Company's annual proxy statement, as the Board deems appropriate, to enhance transparency regarding the Board's composition and the Committee's nomination process.
4.1.3 — Board Refreshment and Succession Planning
The Committee shall oversee Board refreshment and succession planning to ensure that the Board maintains a balance of continuity, institutional knowledge, and fresh perspectives. In carrying out this responsibility, the Committee shall:
(a) oversee the implementation of the Board's mandatory retirement policy, which provides that no director who has attained the age of seventy-five (75) shall be nominated for re-election to the Board at the next annual meeting of shareholders following his or her seventy-fifth birthday, unless the Board, upon recommendation of the Committee, determines that a waiver of this policy is in the best interests of the Company and its shareholders under the circumstances;
(b) oversee the implementation of the Board's independent director tenure policy, which provides that no independent director who has served on the Board for fifteen (15) consecutive years shall be nominated for re-election at the next annual meeting of shareholders following the completion of such fifteen-year period, unless the Board, upon recommendation of the Committee, determines that a waiver of this policy is in the best interests of the Company and its shareholders under the circumstances;
(c) develop and maintain a Board succession plan that identifies the key competencies and leadership attributes needed on the Board over the near, medium, and long term, and that includes a pipeline of qualified candidates to fill anticipated vacancies;
(d) periodically consider the appropriate size of the Board, taking into account the Company's business complexity, strategic direction, committee structure, and applicable regulatory requirements (as of the date of this Charter, the Board consists of eleven (11) directors, of whom eight (8) are independent and three (3) are management or non-independent directors);
(e) evaluate the continued service of each director upon the expiration of such director's term, taking into consideration, among other factors, the director's attendance record, participation in Board and committee deliberations, contributions to the Board's effectiveness, compliance with Company policies, and the results of the annual Board and committee self-evaluation process; and
(f) report to the Board at least annually on the status of Board refreshment and succession planning activities.
Section 4.2 — Corporate Governance Guidelines and Policies
4.2.1 — Development and Review
The Committee shall develop and recommend to the Board a comprehensive set of Corporate Governance Guidelines (the "Guidelines") applicable to the Company and shall periodically review and recommend amendments to the Guidelines to reflect evolving governance best practices, changes in applicable law or regulation, and the Company's strategic and operational needs. The current Guidelines include, without limitation, provisions regarding:
(a) Board composition and independence, including minimum independence requirements and the process for evaluating director independence;
(b) director qualifications, including the criteria and process for identifying, evaluating, and nominating candidates for Board membership;
(c) Board leadership structure, including the respective roles and responsibilities of the Chair of the Board and Chief Executive Officer (if combined) and the Lead Independent Director;
(d) meeting procedures, including expectations for attendance, preparation, and participation at Board and committee meetings;
(e) director orientation and continuing education programs designed to ensure that all directors have an adequate understanding of the Company's business, strategy, financial condition, risk profile, regulatory environment, and governance framework; and
(f) management succession planning, including the process for CEO and senior management succession planning and emergency succession protocols.
4.2.2 — Director Overboarding Policy
The Committee shall monitor compliance with the Company's director overboarding policy, which establishes the following limitations on outside board service:
(a) Independent Directors. No independent director shall serve on the boards of directors of more than four (4) public companies in total, including the Company's Board. For purposes of this policy, "public company" means any company that has a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or that is otherwise subject to the reporting requirements of Section 15(d) thereof.
(b) Chief Executive Officer. The Chief Executive Officer of the Company shall not serve on the boards of directors of more than two (2) public companies in total, including the Company's Board.
The Committee shall review any request by a director to join the board of directors of an additional public company before such director accepts such appointment. In evaluating any such request, the Committee shall consider the director's existing time commitments, the potential for conflicts of interest, and the director's ability to continue to devote sufficient time and attention to the affairs of the Company.
4.2.3 — Voting Standard
The Committee shall oversee the implementation of the majority voting standard adopted by the Board for uncontested director elections. Under this standard, which replaces the former plurality voting standard, each nominee for election as a director in an uncontested election must receive the affirmative vote of a majority of the votes cast with respect to such nominee's election in order to be elected to the Board.
In connection with the majority voting standard, the Committee shall develop and recommend to the Board a director resignation policy that establishes the procedures applicable in the event that a director nominee fails to receive a majority of the votes cast in an uncontested election. Such policy shall provide, at a minimum, that any incumbent director who fails to receive a majority of votes cast in an uncontested election shall promptly tender his or her resignation to the Board, and that the Committee shall evaluate the tendered resignation and recommend to the Board whether to accept or reject such resignation, taking into account all relevant facts and circumstances.
Section 4.3 — ESG and Sustainability Oversight
The Committee shall serve as the primary Board-level body responsible for overseeing the Company's policies, programs, and practices relating to environmental, social, and governance matters, including sustainability. In fulfilling this responsibility, the Committee shall:
(a) oversee the development and implementation of the Company's ESG strategy, including the establishment of ESG goals, targets, and key performance indicators, and monitor the Company's progress toward achieving such goals;
(b) review and discuss with management the Company's ESG-related public disclosures, including any sustainability report, corporate social responsibility report, or ESG-related disclosures included in the Company's annual report on Form 10-K, proxy statement, or other filings with the Securities and Exchange Commission (the "SEC");
(c) monitor emerging ESG trends, standards, frameworks, and regulatory developments that are relevant to the insurance and financial technology industries, including developments in climate risk assessment, biodiversity, human rights, supply chain management, and data privacy;
(d) coordinate with the Audit Committee, the Risk Committee, the Compensation & Human Capital Committee, and the Technology & Cybersecurity Oversight Committee, as appropriate, on ESG matters that fall within the oversight responsibilities of those committees, including but not limited to climate-related financial risk (Risk Committee), human capital and workforce diversity metrics (Compensation & Human Capital Committee), ESG-related financial disclosures (Audit Committee), and data privacy and cybersecurity (Technology & Cybersecurity Oversight Committee);
(e) provide input on ESG-related shareholder proposals received by the Company and advise the Board on the Company's recommended response to such proposals, including recommendations regarding inclusion in or exclusion from the Company's proxy statement; and
(f) provide input on ESG-related proxy voting matters and engagement with proxy advisory firms on governance and ESG-related issues.
Section 4.4 — Shareholder Engagement Protocol
The Committee shall establish and oversee a shareholder engagement protocol for governance-related matters designed to promote constructive dialogue between the Board's independent directors and the Company's significant shareholders. In carrying out this responsibility, the Committee shall:
(a) develop and maintain a formal shareholder engagement protocol that sets forth the process, procedures, and guidelines for Board-level engagement with shareholders on corporate governance, ESG, executive compensation, and other matters of interest to shareholders;
(b) ensure that the Lead Independent Director (currently Arthur J. Pennington) and the Chair of the Nominating & Corporate Governance Committee are available for engagement with holders of three percent (3%) or more of the Company's outstanding common stock on governance topics, upon reasonable request by such shareholders;
(c) coordinate with the Company's investor relations function, the General Counsel & Corporate Secretary, and other members of management on the scheduling, logistics, and substantive preparation for shareholder engagement meetings;
(d) report to the Board on shareholder engagement activities, including a summary of the engagement meetings conducted, the topics discussed, the feedback received from shareholders, and any recommended actions or changes to the Company's governance practices in response to such feedback; and
(e) consider shareholder feedback, together with the results of shareholder advisory votes, proxy advisory firm recommendations, and emerging governance trends, in evaluating and refining the Company's governance practices and policies on an ongoing basis.
Section 4.5 — Committee Structure Oversight
The Committee shall periodically review the Board's standing committee structure to ensure that it is appropriately organized to support the Board's oversight responsibilities and to reflect the Company's evolving business, regulatory, and governance needs. In carrying out this responsibility, the Committee shall:
(a) review the number, responsibilities, and composition of each standing committee of the Board (currently consisting of six standing committees: the Audit Committee, the Compensation & Human Capital Committee, the Nominating & Corporate Governance Committee, the Risk Committee, the Investment Committee, and the Technology & Cybersecurity Oversight Committee);
(b) recommend to the Board the assignment of directors to the various standing committees and the designation of the chair of each standing committee, taking into account the qualifications, expertise, availability, and preferences of each director, as well as applicable independence and other regulatory requirements;
(c) review and recommend updates to the charter of each standing committee as needed, to ensure that each charter accurately reflects the committee's responsibilities and is consistent with evolving regulatory requirements, listing standards, and governance best practices; and
(d) consider whether the creation of additional standing or special committees, or the consolidation or dissolution of existing committees, is advisable in light of the Company's circumstances.
Section 4.6 — Board and Committee Evaluations
The Committee shall oversee an annual self-evaluation process for the Board as a whole and for each of its standing committees. The self-evaluation process is intended to promote continuous improvement in Board and committee effectiveness and to identify areas of strength and areas for improvement. In carrying out this responsibility, the Committee shall:
(a) develop and administer evaluation criteria, methodologies, and instruments, which may include written questionnaires, individual interviews, group discussions, or other approaches that the Committee determines to be most effective;
(b) oversee the administration of the evaluation process, including the collection and aggregation of evaluation responses and the preparation of summary reports;
(c) report the results of the annual self-evaluation process, together with any recommendations for improvement, to the full Board;
(d) use the results of the self-evaluation process as an input to the Committee's assessment of individual director performance, Board composition, and director nomination and succession planning activities; and
(e) periodically consider whether external facilitators or consultants should be engaged to assist with the evaluation process to ensure objectivity and candor, and to provide benchmarking against governance best practices.
Section 4.7 — Director Orientation and Continuing Education
The Committee shall oversee the Company's programs for director orientation and continuing education to ensure that all directors have the knowledge and understanding necessary to fulfill their responsibilities. In carrying out this responsibility, the Committee shall:
(a) oversee the development and administration of a comprehensive orientation program for newly elected or appointed directors, which shall include briefings on the Company's business, strategy, financial condition, risk profile, regulatory environment, corporate governance framework, key policies and procedures, and the responsibilities of the Board and its standing committees;
(b) encourage all directors to participate in continuing education programs, seminars, and conferences on topics relevant to their responsibilities, including developments in the insurance and financial technology industries, regulatory changes, risk management, cybersecurity, ESG, and emerging governance best practices; and
(c) monitor and assess the effectiveness of the Company's orientation and continuing education programs and recommend enhancements as appropriate.
Section 4.8 — Management Succession Planning
The Committee shall oversee CEO and senior management succession planning in coordination with the Chair of the Board (if separate from the CEO) and the Compensation & Human Capital Committee. In carrying out this responsibility, the Committee shall:
(a) review the Company's management succession plans at least annually, including plans for both planned successions and emergency or unexpected vacancies in the positions of CEO and other senior executive officers;
(b) assess the development, performance, and readiness of internal candidates for senior leadership positions, including participation in talent review discussions with the CEO and the Chief Human Resources Officer;
(c) ensure that the Company maintains emergency succession protocols that provide for the continuity of leadership in the event of the sudden death, disability, or departure of the CEO or other key senior executives; and
(d) report to the Board at least annually on the status of management succession planning activities and any recommendations for improvement.
Section 4.9 — Review of Related Party Transactions
The Committee shall review and assess the Company's policies and procedures for the review, approval, or ratification of related party transactions, as required under applicable SEC rules (including Item 404 of Regulation S-K) and NYSE listing standards. In carrying out this responsibility, the Committee shall:
(a) oversee compliance with the Company's Related Party Transaction Policy, including the process for identifying, reviewing, and approving or ratifying transactions between the Company and related persons;
(b) review, on at least an annual basis, the adequacy and effectiveness of the Related Party Transaction Policy and recommend any amendments to the Board; and
(c) review and discuss with management any related party transactions or potential related party transactions that are brought to the Committee's attention, and take such action as the Committee deems appropriate under the circumstances.
Section 4.10 — Code of Conduct and Ethics
The Committee shall oversee the Company's Code of Business Conduct and Ethics (the "Code"), which applies to all directors, officers, and employees of the Company and its subsidiaries. In carrying out this responsibility, the Committee shall:
(a) periodically review the Code and recommend updates and amendments to the Board to ensure that the Code reflects evolving legal requirements, regulatory expectations, and best practices;
(b) oversee compliance with the Code, including the process for reporting and investigating violations;
(c) review and approve any waivers of the Code for directors or executive officers of the Company, provided that any such waiver shall be promptly disclosed in accordance with applicable SEC rules (including Item 5.05 of Form 8-K, if applicable) and NYSE listing standards; and
(d) report to the Board on any significant issues arising under the Code, including any material violations or patterns of non-compliance.
Article V — Delegation of Authority
The Committee may, to the extent permitted by Section 141(c) of the DGCL and the Company's Bylaws, delegate its authority to one or more subcommittees, to individual members of the Committee, or to officers of the Company, as the Committee deems appropriate to facilitate the efficient discharge of its responsibilities. Any such delegation shall be subject to the following conditions:
(a) all delegations of authority shall be in writing and shall specify the scope, duration, and any limitations on the delegated authority;
(b) any action taken pursuant to delegated authority shall be reported to the full Committee at its next regularly scheduled meeting following the date on which such action was taken; and
(c) all delegations of authority shall be consistent with the Company's Delegation of Authority Matrix, as adopted and amended from time to time by the Board.
No delegation of authority shall relieve the Committee of its responsibility to oversee the matters delegated and to ensure that delegated authority is exercised in a manner consistent with this Charter, the Company's governance policies, and applicable law.
Article VI — Resources, Advisors, and Funding
Section 6.1 — Retention of Advisors
The Committee shall have the sole authority to retain and terminate search firms for director candidates, legal counsel, governance consultants, and other advisors as it deems necessary or appropriate to fulfill its responsibilities under this Charter. The Committee shall not be required to obtain the approval of the Board or management prior to retaining any such advisor or incurring any expense in connection therewith.
The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for:
(a) the payment of reasonable compensation to any search firm, legal counsel, governance consultant, or other advisor retained by the Committee;
(b) the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its responsibilities; and
(c) the payment of any other expenses that the Committee determines are necessary or appropriate to the discharge of its duties.
Section 6.2 — Access to Information
The Committee shall have full and unrestricted access to the Company's books, records, facilities, and personnel as it deems necessary or appropriate to discharge its responsibilities under this Charter. Without limiting the generality of the foregoing, the Committee may request information, documents, reports, and analyses from any officer, employee, or agent of the Company or any of its subsidiaries, including without limitation:
(a) Quorum Property & Casualty Insurance Company;
(b) Lone Star Specialty Insurance Company;
(c) Great Lakes Surety & Indemnity Co.;
(d) Quorum MGA Services, LLC; and
(e) Vantage Digital Insurance Solutions, Inc.
All officers and employees of the Company and its subsidiaries are directed to cooperate fully with the Committee and to provide any information, assistance, or access requested by the Committee in a timely manner. The Committee may also request that any officer or employee of the Company attend a meeting of the Committee or meet separately with the Committee or its advisors.
Article VII — Annual Self-Evaluation
The Committee shall conduct an annual performance self-evaluation to assess the Committee's effectiveness in fulfilling its responsibilities under this Charter. The self-evaluation shall include, without limitation:
(a) a review of the Committee's compliance with the provisions of this Charter, including the frequency and quality of Committee meetings, the adequacy of materials provided to the Committee, and the effectiveness of the Committee's deliberations and decision-making processes;
(b) an assessment of the Committee's performance in carrying out each of its principal responsibilities, including director nominations and Board composition, corporate governance policy development, ESG oversight, shareholder engagement, and Board and committee evaluations;
(c) an evaluation of the Committee's relationship with management, outside advisors, and the Board; and
(d) an assessment of the adequacy of this Charter, including any recommended changes to the Charter for consideration and approval by the Board.
The results of the annual self-evaluation shall be reported to the Board by the Chair of the Committee. The Committee shall use the results of the self-evaluation to identify areas of strength and opportunities for improvement, and shall take such actions as it deems appropriate in response to the self-evaluation findings.
Article VIII — Annual Review of Charter
The Committee shall review and reassess the adequacy of this Charter at least annually, taking into account evolving governance best practices, changes in applicable law, regulation, and listing standards, and the Company's strategic and operational needs. Any proposed amendments to this Charter shall be recommended by the Committee to the Board for approval.
This Charter, as adopted or subsequently amended, shall be made available on the Company's website and filed with or referenced in the Company's governance documents in accordance with NYSE listing requirements. Pursuant to applicable NYSE rules, any adopted or amended version of this Charter shall be posted on the Company's website within five (5) business days of the date of adoption or amendment.
Article IX — Interpretation and Limitations
This Charter is intended to serve as a flexible framework for the governance and operation of the Committee. It is not intended to, and does not, create any legally enforceable rights or obligations in favor of any shareholder, employee, director, officer, or other person, whether as a third-party beneficiary or otherwise.
Nothing in this Charter shall be construed to limit the authority of the Board to delegate additional responsibilities to the Committee, to modify or reassign the Committee's responsibilities, or to establish additional committees or to assign responsibilities currently vested in the Committee to other committees of the Board or to the full Board.
The Committee's role is one of oversight. The management of the Company's business and affairs is the responsibility of the Company's officers and management team. While the Committee is charged with the responsibilities set forth herein, it is not the duty of the Committee to manage the Company's day-to-day operations, to conduct investigations, or to ensure compliance with all applicable laws and regulations. The Committee shall be entitled to rely in good faith on the accuracy and completeness of information and reports provided to it by management, advisors, and other parties, to the fullest extent permitted by applicable law.
Article X — Effective Date
This Amended and Restated Charter is effective as of the date of its adoption by the Board of Directors on December 11, 2025.
This Charter supersedes all prior versions of the charter of the Nominating & Corporate Governance Committee of the Board, including the original charter adopted on February 12, 2016, and the charter as amended on March 20, 2019. To the extent of any conflict or inconsistency between this Charter and any prior version, this Charter shall control.
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ATTESTATION
The undersigned, being the duly appointed General Counsel & Corporate Secretary of Quorum Insurance Holdings Corp., hereby certifies that this Amended and Restated Charter of the Nominating & Corporate Governance Committee of the Board of Directors was duly adopted by the Board of Directors of the Company at a meeting held on December 11, 2025, at which a quorum was present and acting throughout, and that this document constitutes a true and correct copy of such Charter as so adopted.
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: Dennis R. Okonkwo
Title: General Counsel & Corporate Secretary
Date: December 11, 2025

ATTESTATION

QUORUM INSURANCE HOLDINGS CORP.

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