Code of Business Conduct and Ethics - V2.1 September 2025 - WEBSITE

Purpose and Scope

At Tucows, our Code of Business Conduct and Ethics ("Code") is the foundation of our commitment to ethical behaviour and legal compliance. This Code applies to all employees, officers, and directors of Tucows and its subsidiaries, regardless of their role or location. It provides guidance for conducting business ethically and seeking assistance when faced with ethical dilemmas.

Policy

At Tucows, our Code of Business Conduct and Ethics is the bedrock of our commitment to integrity and ethical behaviour. This Code applies universally to every member of our team, including employees, officers, and directors across all subsidiaries. It establishes clear standards and expectations for professionalism and integrity in every facet of our business interactions. While it may not anticipate every scenario, our Code provides a robust framework for making ethical decisions and seeking guidance when faced with challenging situations.

At Tucows, we are unwavering in our dedication to upholding the highest ethical standards across all aspects of our business. Our Code of Conduct serves as a guiding light, ensuring that employees, directors, officers, partners, and suppliers navigate their responsibilities with integrity and adherence to our shared values.

Compliance with Laws and Regulations

Tucows is committed to strict compliance with all applicable laws and regulations. We expect every individual associated with our organization to conduct business in alignment with the letter, spirit, and intent of these laws.

Discrimination, Harassment and Bullying

Tucows is committed to creating a work environment free of discrimination, harassment, bullying, and intimidation. Each employee is expected to foster a culture of respect and inclusiveness. We strictly prohibit discrimination or harassment on the basis of race, colour, religion, national origin, sex, gender identity or expression, sexual orientation, age, marital status, military or veteran status, pregnancy, disability, or any other characteristic protected by law. Additionally, bullying or other abusive behaviour, regardless of whether it is legally defined as harassment, is not tolerated. Tucows has a Diversity, Inclusion and Belonging in the Workplace Policy, which all employees are required to review annually.

Confidentiality & Data Protection

Tucows’ confidential and proprietary information, as well as that of our customers, partners, and employees, is essential. Confidential information includes any non-public information that could be valuable to competitors or harmful if disclosed. This obligation extends to safeguarding digital assets, including securing passwords, avoiding phishing scams, and promptly reporting any suspected data breaches or cyber threats to the IT and Legal departments.

Tucows promotes the use of technology to enhance productivity and efficiency while protecting privacy and complying with ethical standards. When using Artificial Intelligence (AI) tools or software, employees should consider the ethical implications, potential biases, and privacy concerns. AI should not be used to make employment-related decisions without human oversight. Any use of AI must comply with applicable data protection laws and the Company's policies on data privacy.

It is essential to exercise discretion and seek guidance from your manager or the Legal Department when navigating gray areas concerning the disclosure of such information.

Social Media and Digital Conduct

Tucows recognizes the impact of social media on our reputation and relationships. Employees should exercise caution when discussing the company, colleagues, or business matters on social media or other public platforms. Refrain from sharing confidential information, making defamatory statements, or misrepresenting the company. When posting about topics related to our business, make it clear that the views expressed are personal and not those of Tucows.

Theft and Misappropriation

At Tucows, we uphold the highest standards of integrity and ethical conduct. Theft, misappropriation, or unauthorized use of company property, assets, or information is strictly prohibited. This includes, but is not limited to, the theft of physical items, intellectual property, and confidential information. Employees must use company property and resources responsibly, only for authorized business purposes.

Anti-Bribery and Corruption

Tucows is committed to conducting business with integrity and in compliance with anti-bribery and anti-corruption laws. Employees, officers, and directors must not offer, give, solicit, or accept any bribe, kickback, or other improper payment. Gifts, hospitality, or other benefits must not influence, or appear to influence business decisions. Any concerns about potential bribery or corruption should be reported promptly. All Tucows employees are required to follow the Tucows Anti-Bribery and Public Corruption Policy.

Conflict of Interest Expanded Guidelines

Employees must avoid situations where personal interests could conflict with Tucows' interests. Examples include:

Any potential conflicts should be disclosed to a supervisor or the Legal Department.

Environmental Responsibility

Tucows strives to minimize its environmental impact and promote sustainable business practices. We encourage employees to be mindful of resource usage, reduce waste, and support initiatives that improve environmental sustainability. Compliance with all applicable environmental laws and regulations is required. Employees are encouraged to suggest improvements or report environmental concerns.

Whistleblower Protections

Tucows is committed to fostering an environment where employees can report unethical or illegal activities without fear of retaliation. Employees who report concerns in good faith will be protected from retaliatory actions. All reports will be treated confidentially, and investigations will be conducted impartially. Whistleblowers are encouraged to use the anonymous reporting channels provided in our Whistleblower policy, if desired or via Spot.

Insider Trading

Employees, officers, and directors must not use or share non-public information for personal financial gain, including stock trading. Our Insider Trading Policy governs trading in securities of the Company and has been distributed to every employee, officer, and director.

At Tucows, we uphold the integrity of our business operations through adherence to our Code of Conduct. Together, we create a workplace environment characterized by ethical conduct, mutual respect, and accountability.

Code of Ethics for CEO and Senior Officers

The principles outlined in this Code apply to all directors and employees of Tucows, with specific provisions applicable to the CEO and all senior financial officers—including the CFO and principal accounting officer, collectively referred to as "Senior Officers." These provisions outline specific expectations for ethical conduct, conflict avoidance, and legal compliance for Senior Officers.

Responsibilities of Senior Officers

  1. Ethical Conduct: Senior Officers are expected to fulfill their responsibilities honestly, ethically, and with integrity, exercising their best independent judgment at all times.

  2. Conflict Avoidance: Senior Officers must avoid situations where their personal interests may conflict with those of the company. Any actual or apparent material conflicts of interest should be promptly disclosed to the Chairman of the Audit Committee for review.

  3. Financial Disclosure: Senior Officers are responsible for ensuring full, fair, accurate, and timely disclosure of relevant financial information to shareholders and investors, in compliance with SEC rules governing financial information disclosure.

  4. Internal Controls: Senior Officers must establish and maintain internal controls and procedures to ensure the completeness, accuracy, and timeliness of financial information.

  5. Concern Disclosure: They shall promptly disclose any concerns regarding the company's disclosure controls or internal controls to their superiors, the Audit Committee, or independent auditors.

  6. Compliance: Compliance with applicable governmental laws, rules, and regulations is of utmost importance for Senior Officers.

  7. Reporting Violations: Any matters compromising the integrity of financial reports, disagreements on material accounting matters, or violations of this Code or relevant laws must be promptly reported to the Audit Committee or the Board.

These provisions uphold the highest standards of ethical conduct and accountability among our executive leadership team, fostering trust and integrity within Tucows.

Roles and Responsibilities

Corporate Responsibility:

The corporate leadership team is responsible for setting the standard at the top, demonstrating a commitment to ethical behaviour, and ensuring that the principles outlined in this Code are integrated into the company's culture and operations.

Business Responsibility:

Each business unit within the company is responsible for implementing and enforcing the provisions of this Code within its respective areas of operation, promoting a culture of integrity and accountability.

People Team (HR) Responsibility:

Tucows’ People partners—across all business units—are pivotal in upholding this Code. They must ensure employees understand their ethical duties through training sessions and offer guidance and support for any ethical concerns employees may have. Additionally, they are expected to investigate all reports of misconduct, and if necessary, take disciplinary measures in coordination with relevant stakeholders. Tucows’ People Team collaborates with management to develop and enforce policies that promote ethical behaviour and compliance with the Code.

Management Responsibility:

Managers and supervisors are responsible for leading by example, promoting adherence to the Code among their teams, addressing any ethical concerns or violations promptly, and providing guidance and support to employees as needed.

Individual Responsibility:

Every employee, officer, and director of Tucows is individually responsible for understanding and complying with the provisions of this Code, conducting themselves ethically in all business activities, and reporting any violations or concerns to the appropriate channels.

Compliance

At Tucows, we are committed to fostering a culture of integrity and accountability.

We have established procedures to address potential violations and ensure compliance with our ethical standards. Here's what you should keep in mind:

  1. Gather all relevant facts: A comprehensive understanding is crucial for reaching appropriate solutions.

  2. Assess the situation: Ask yourself if the action you're asked to take seems unethical or improper. Trust your judgment; if it feels wrong, it likely is.

  3. Clarify roles and responsibilities: Most situations involve shared responsibility. Ensure everyone involved is informed, and consider discussing the issue with colleagues to gain different perspectives.

  4. Consult your supervisor: Your supervisor is your primary resource for guidance. They can provide insights and assistance in resolving the issue.

  5. Utilize company resources: If discussing the matter with your supervisor is inappropriate or uncomfortable, reach out to your legal department, office manager, or People Partner for assistance.

  6. Report violations confidentially: You can report ethical breaches without fear of retaliation via Spot. Your anonymity will be protected to the fullest extent allowed by law.

  7. Seek guidance first: When in doubt, don't hesitate to seek guidance before taking action.

To ensure compliance with this Code, Tucows implements various verification methods, including:

Remember, any employee who knows of or suspects a violation of applicable laws, rules, regulations, or of this Code must immediately report that information, which will be shared with the Audit Committee (see following section re: reporting). Retaliation against individuals who report concerns in good faith is strictly prohibited.

By following these procedures and compliance mechanisms, we can ensure that Tucows operates with integrity and upholds the highest ethical standards in all our business practices.

Reporting Violations

At Tucows, we take the integrity of our Code seriously and encourage prompt reporting of any violations. We rely on all employees to uphold the standards outlined in our Code of Conduct and to report any breaches promptly. Your commitment to maintaining our ethical standards contributes to a positive and respectful workplace environment.

Any individual covered by this Code who becomes aware of illegal or unethical behaviour is obligated to report it to their supervisors, managers, or other appropriate personnel.

Issues related to the matters set forth in this Code may be reported directly to Bret Fausett, Chief Legal Officer, bfausett@tucows.com, (310) 985-1351.

Reports can also be made anonymously through a third-party organization called Spot, our digital reporting tool available 24/7, to report any breaches of the Code and/or other workplace concerns. Spot ensures anonymity if desired and allows for secure documentation of concerns.