Whistleblower Policy

Purpose

Tucows Inc. (the “Company”) is committed to maintaining high standards of financial integrity and ethical conduct. The Audit Committee (the “Audit Committee”) of the Board of Directors takes all complaints and concerns regarding accounting, internal controls, auditing, and legal matters very seriously. To ensure a safe environment for reporting, the Company encourages open communication and assures employees that they can raise concerns without fear of retaliation.

This policy outlines procedures for employees, as well as non-employees (such as shareholders, vendors, and suppliers), to report concerns regarding:

1. Questionable accounting, internal controls, or auditing practices.
2. Reporting of fraudulent financial information.
3. Violations of securities laws or other regulations.
4. Activities that breach the Company’s Code of Business Conduct and Ethics.

The Company must maintain a workplace where such concerns can be raised freely, free from harassment, discrimination, or retaliation.

Scope

This policy applies to all employees of the Company and its direct and indirect subsidiaries, as well as third-party stakeholders who may report concerns. It covers:

● Financial Misconduct: Such as falsifying financial records, manipulating earnings, or significant discrepancies in financial statements.

● Internal Controls Issues: Such as intentionally bypassing approval processes or documentation irregularities.

● Health, Safety, and Environmental Concerns: Including unsafe working conditions or improper waste disposal.

● Legal and Regulatory Violations: Such as insider trading, bribery, or violations of the U.S. Foreign Corrupt Practices Act.

● Code of Business Conduct and Ethics Breaches: Any activity that does not align with Company standards for ethical conduct.

Employees should report concerns as soon as they become aware of them.

Reporting Mechanisms

Employees may report concerns through the following channels:

1. Direct Reporting: Complaints can be submitted to:

● Chief Legal Officer: Bret Fausett, Email: bfausett@tucows.com Phone: (310) 985-1351, Mail: 96 Mowat Avenue, Toronto, ON M6K3M1, Canada.

● Chair of the Audit Committee: Allen Taylor, Email: auditchair@tucows.com Phone: (**647) 598-8793 Mail: 96 Mowat Avenue, Toronto, ON M6K 3M1, Canada

● Or any member of the Audit Committee.

2. Anonymous Reporting:

Reports can be made confidentially and anonymously. Tucows offers several options to ensure the confidentiality of concerns.

Spot Reporting Tool:

Reports can be made anonymously through Spot, a third-party digital reporting tool available 24/7 for reporting breaches of the Code or other workplace concerns. Spot ensures anonymity if desired and allows for secure documentation of concerns. No retaliatory action of any kind will be permitted against anyone making such a report in good faith.

Employees may access Spot to submit concerns via a secure online form: https://talktospot.com/tucows

Reports should be factual and contain as much specific information as possible to allow for proper assessment and investigation.

Investigation Process

Upon receiving a report, the Audit Committee will:

1. Acknowledge receipt within five business days.

2. Determine whether the complaint is credible and decide whether an investigation is warranted.

3. Assign the investigation to the appropriate team (e.g., Compliance Officer, Legal Department) under the oversight of the Audit Committee.

Confidentiality will be maintained to the fullest extent possible, consistent with the need for an adequate investigation. The Audit Committee has the authority to engage external legal or accounting experts as necessary.

Investigation Framework

● Acknowledgment of Report: Within five business days.

● Preliminary Review: To determine the necessity of a full investigation within 30 days.

● Resolution Timeline: The duration of the investigation will vary based on the complexity and seriousness of the allegations. Updates will be provided to the whistleblower if they identify themselves.

Prohibition on Retaliation

The Company strictly prohibits retaliation against any individual for reporting concerns in good faith or participating in an investigation. Retaliation may include, but is not limited to:

● Demotion or reduced responsibilities.

● Negative performance evaluations.

● Harassment or exclusion from projects.

● Changes in work hours or benefits.

Employees found to engage in retaliatory behavior will face disciplinary action, up to and including termination.

Appeal Process for Whistleblowers

If a whistleblower believes that their concern was not adequately addressed, they can request a review of the investigation's outcome by contacting the Audit Committee Chair.

Protection for Non-Employees

The policy extends protections to non-employee whistleblowers, such as vendors, suppliers, and customers, who report concerns in good faith.

Awareness and Communication

The Company will ensure all employees are informed about whistleblower rights and reporting mechanisms by regularly communicating updates and changes to this policy. Periodic reminders will be provided about reporting options, including the use of our third-party reporting tool, Spot. The Company is committed to promoting understanding of this policy and encourages employees to report any concerns promptly and safely.

Reporting and Retention

The Audit Committee will maintain a log of all complaints, including the date of receipt, the nature of the complaint, the steps taken for investigation, and the resolution. Records will be maintained in accordance with the Company’s document retention policy.

Policy Review Administration

The Audit Committee will review this policy annually to ensure compliance with applicable laws and best practices. Updates will be made as needed to reflect changes in the legal environment or Company procedures.

Compliance with the Policy

Employees are required to adhere to this policy as a condition of employment. New employees will receive a copy of this policy upon starting employment, and a current version will be available on the Company’s intranet and external website.