Charter of the Governance Committee of the Board of Directors of Tucows Inc.

Purpose

The Governance Committee (the “Committee”) of the Board of Directors (the “Board”) ofTucows Inc. (the “Company”) is responsible for:

- Overseeing the Company’s corporate governance policies and practices.
- Identifying individuals qualified to become directors, consistent with criteria approved by the Board.
- Recommending director nominees to the Board for election by stockholders.
- Evaluating the performance and composition of the Board and its committees.
- Ensuring that the Board and its committees operate effectively through appropriate evaluation, - education, orientation, and succession planning efforts.
- Reviewing potential conflicts of interest and ensuring adherence to ethical and governance standards.

Membership

A. Number and Independence
The Committee shall consist of at least three directors.

B. Appointment and Removal
Members of the Committee shall be appointed by the Board and may be removed at its discretion. The Board shall designate one member of the Committee as Chair.

C. Qualifications
Members must possess a good understanding of corporate governance, sound judgment, and the ability to exercise independent oversight.

Meetings and Procedures

A. Frequency
The Committee shall meet at least twice annually or more frequently as circumstancesrequire.

B. Quorum and Voting
A majority of Committee members shall constitute a quorum. Actions shall be taken by a majority of those present.

C. Attendees and DelegationThe Committee may invite officers, advisors, or other directors to attend meetings and may delegate specific responsibilities to subcommittees or individual members when appropriate.

D. Minutes
The Committee shall maintain minutes of its meetings and report regularly to the Board on its activities and findings.

Duties and Responsibilities

  1. Board Composition and Nominations

    1. Identify, evaluate, and recommend candidates for election to the Board consistent with the Board-approved director criteria.
    2. Review nominations submitted by stockholders in accordance with Company bylaws.
    3. Evaluate the qualifications and independence of directors and nominees.
    4. Recommend director slates for election at annual meetings.
    5. Review and make recommendations regarding the Board's leadership structure, including the role of Chair and/or Lead Director.

  2. Governance Framework and Oversight

    1. Develop and recommend corporate governance policies and guidelines for Board approval.
    2. Annually review and recommend changes to the Company’s governance documents (e.g.,Certificate of Incorporation, Bylaws).
    3. Oversee compliance with the Company’s Code of Business Conduct and Ethics and review potential conflicts of interest not otherwise reviewed by the Audit Committee.
    4. Monitor developments in corporate governance and recommend best practices for adoption.

  3. Board and Committee Effectiveness

    1. Conduct an annual evaluation of the Board’s performance, structure, operations, and composition.
    2. Oversee periodic self-assessments of Board committees and individual directors, including use of director evaluation tools.
    3. Ensure regular review and updates to all committee charters, including this one.
    4. Monitor director attendance and participation; recommend actions as necessary.

  4. Director Education, Orientation, and Succession

    1. Oversee director orientation and continuing education programs to ensure effectiveness and currency.
    2. Monitor Board composition to ensure appropriate diversity of skills, experience, and backgrounds.
    3. Review succession planning for Board members and committee chairs, in coordination with the Board Chair and CEO.
    4. Evaluate the size, composition, and leadership of each committee and recommend appointments accordingly

  5. Other Responsibilities

    1. Review shareholder proposals related to governance and recommend Board responses.
    2. Recommend policies for engagement with shareholders, proxy advisors, and other stakeholders on governance matters.
    3. Perform any other functions as may be requested by the Board.

Annual Review and Evaluation

The Committee shall:
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- Conduct an annual review of its own performance and the adequacy of this Charter.
- Recommend changes to the Board as appropriate.

No Rights Created

This Charter is intended to serve as a flexible framework for the conduct of the Committee’s oversight duties and is not intended to create any legally binding obligations.