Kestrel Group (KG) Proxy filing summary

Executive summary

• Annual General Meeting scheduled for June 10, 2026, with four main proposals for shareholder vote, including director elections, executive compensation, frequency of say-on-pay, and auditor appointment.

• Board recommends voting for all director nominees, for executive compensation, for annual say-on-pay, and for Grant Thornton LLP as auditor.

• Shareholders of record as of April 15, 2026, are entitled to vote; 9,182,352 outstanding shares eligible, with additional treasury shares held by a subsidiary.

Voting matters and shareholder proposals

• Proposal 1: Election of seven directors to serve until the 2027 AGM.

• Proposal 2: Advisory vote to approve executive compensation (say-on-pay).

• Proposal 3: Advisory vote on frequency of say-on-pay (annual, biennial, triennial); Board recommends annual.

• Proposal 4: Appointment of Grant Thornton LLP as independent auditor for 2026.

• Shareholder proposals for the 2027 AGM must be received by December 25, 2026, for inclusion.

Board of directors and corporate governance

• Board consists of seven directors, with a mix of independent and non-independent members as per NASDAQ/NYSE rules.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all chaired by independent directors.

• Director nomination rights granted to major shareholders KILH and AmTrust, with specific independent and non-independent seats.

• Board and committee meetings held regularly; all directors attended at least 75% of meetings in 2025.

• Corporate governance guidelines and code of ethics adopted and available to shareholders.