1. STATEMENT AND SCOPE

As laid out in Hootsuite’s Code of Ethics, we expect our Peeps to act honestly, comply with the laws and regulations governing our business, and demonstrate the highest level of ethics and integrity. This Anti-Bribery Policy (the “Policy”) expands upon the provisions regarding anti-bribery and corruption in the Code of Ethics and reinforces our commitment to integrity in business. It is intended to give Hootsuite employees, agents and representatives an understanding of anti-bribery laws, including the Canadian Corruption of Foreign Public Officials Act (CFPOA), Canadian Criminal Code, the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act, as well as other anti-corruption laws and conventions in the countries in which Hootsuite operates (collectively, the “Anti-Corruption Laws”), in order to help our Peeps avoid inadvertent violations of law and understand what to do when potential problems arise.

This Policy applies to all employees (including permanent, temporary, casual, contract, and students), officers, directors, contractors, and agents of Hootsuite Inc. or any of its subsidiaries anywhere in the world. Hootsuite also expects all of its partners and resellers to adhere to the principles set out in this Policy when they are acting on Hootsuite’s behalf.

Any questions about this Policy or its application can be directed to your Manager or Hootsuite’s Team Legal.

2. DEFINITIONS

In this Policy the capitalized terms below have the following meanings:

2.1 Bribery is a form of corruption and consists of:

• authorizing a bribe;

• giving or offering a bribe, or agreeing to give or offer a bribe, or

• requesting, demanding or accepting a bribe, or offering or agreeing to accept a bribe

2.2 To “bribe” means to directly or indirectly (i.e. through third parties) give, offer or agree to give or offer a loan, reward, advantage or benefit of any kind to a government official in order to obtain or retain an advantage in the course of business. A bribe could be cash, a loan, gifts, excessive hospitality or entertainment, or anything else of value. In the United Kingdom, the Bribery Act prohibits the giving of bribes to any person, in either the public or private sector, if it is intended to bring about or to reward improper performance of a function or activity. A bribe is not limited to money and can include anything of value. Anything of value means anything that has value to the recipient and can also include things that benefit the recipient’s family members or friends. For example, paying for travel expenses of a public official’s relative would be of value to that official.

A kickback is also a form of bribery. A kickback is negotiated bribery in which an agreed upon commission or payment is paid to the bribe-taker in exchange for services rendered, such as ensuring that a particular contract is awarded to the organization that pays the kickback.

A facilitation payment is another form of bribery. Facilitation payments are typically small, unofficial payments demanded in exchange for providing or “expediting” routine, non-discretionary government or other services or actions to which one person is legally entitled without having to make such payments. By contrast, paying government taxes, fees and other legally required charges are not considered facilitation payments. No facilitation payment should be made to individuals in connection with a process which is that individual’s job to perform unless the local law provides clearly for a payment to be made and such payments are appropriately documented. A simple way to determine whether a payment being requested is lawful is to request an official receipt by the government office. Examples of facilitation payments include an employee being asked for a facilitation payment in order to carry out an activity which does not require a fee to be paid, such as an offer from an official to expedite a work visa application in exchange for a “small cash fee”.

In addition to items such as cash and gifts, a bribe can also include the offering, solicitation, provision or acceptance of:

• phony jobs or “consulting” relationships where salary or consulting fee payments are made but no service or work was actually performed;

• proceeds from inflating invoice charges;

• inappropriate or excessive business entertainment;

• travel without legitimate business reasons or involving excessive leisure time;

• provision of free services or services below cost;

• inappropriate donations to a political party or a charity;

• payment or reimbursement of expenses; or

• sponsorship of supplier or customer events or teams.

2.3 “Corruption” means the misuse of power for personal profit or gain, and could take many forms, including bribes, or even things that would be acceptable in other contexts, such as political or charitable contributions, hospitality or entertainment, or payment of expenses.

3. ANTI-CORRUPTION

This section is intended to assist our Peeps in avoiding corrupt practices when representing and/or conducting business on behalf of Hootsuite.

Anti-Corruption Laws

Anti-Corruption Laws are criminal statutes which prohibit the corrupt payment of money or giving of things of value, i.e., a bribe, to government officials, state-owned enterprises, public international organizations or political parties, or to candidates for political office, in order to obtain business or secure an improper advantage for Hootsuite. Both individuals and companies can be held liable under anti-corruption laws and may be subject to significant fines and jail terms ranging between approximately five to 14 years!

Bottom line, Hootsuite employees must never:

1. Give, offer, or agree to give or offer a bribe of any sort whatsoever, directly or indirectly, anywhere in the world; or

2. Participate in, encourage, authorize, support, or condone corruption of any kind whatsoever, directly or indirectly, anywhere in the world.

By adhering to this Policy, you will help ensure that you and Hootsuite comply with the provisions of Anti-Corruption Laws, and that we conduct our business in all countries consistent with Hootsuite’s ethical standards. While this Policy provides some examples of bribery and corruption to help our Peeps identify what actions and circumstances are to be avoided, such examples are not to be considered a complete list of forbidden conduct.

Personal Political Contributions

As private citizens, Hootsuite employees are free to make personal contributions to causes, candidates or political parties of their choice. However, unless expressly approved by Hootsuite, Peeps are not permitted to associate Hootsuite with their personal political activities.

Please also be aware that political contributions may be used as a form of bribery or corruption. A political contribution could be considered a bribe if it is given or received:

• with the intention of influencing someone to act improperly; or

• as a reward for having acted improperly.

Without appropriate prior approval, employees may not use corporate assets, including funds, property, and/or services for the purpose of contributing to a political party, a campaign for elected office, a nomination process for a political party, a local political constituency and/or any individual seeking election at any level of government in any jurisdiction.

Charitable Donations & Sponsorships

Hootsuite believes in strengthening our communities through charitable contributions and initiatives. We recognize, however, that charitable donations and sponsorship can also be used as a form of bribery and corruption. For example, a company representative or government official in negotiations with Hootsuite could disclose that they are on the board of a charitable organization and request that a donation be made to that charity as a form of Facilitation Payment.

For that reason, Peeps must ensure that no charitable donations or sponsorships may be made with the intention of influencing someone to act improperly or as a reward for having acted improperly. All charitable contributions made by or on behalf of Hootsuite must also be approved and recorded in accordance with established processes.

Third Parties

In certain situations, Hootsuite could be held liable for the actions of third parties who act on our behalf in the conduct of business dealings with public or private organizations or public officials. The principles of this Policy also apply to indirect payments, contributions or gifts made or received in any manner on behalf of Hootsuite by such third parties. Hootsuite strives to award business to suppliers who are in compliance with all applicable laws in their business operations, including in their relationships with their employees, their communities and Hootsuite. We expect our suppliers to demonstrate values and standards similar to those in applicable Hootsuite policies and to comply with Anti-Corruption Laws.

4. CONSEQUENCE OF BREACH

Any breach of this Policy, including any action condoning such conduct, will be grounds for discipline, up to and including termination of employment or other engagement. If you are aware of a breach of this Policy, you are required to report it as described below, and a failure to do so may be treated as an action condoning the breach.

Any report of a breach or suspected breach of this Policy, as well as any questions about this Policy, can be directed to:

• Your Manager, with any escalation you believe is necessary;

• Your People Partner; or

• Any member of Hootsuite’s Legal Team.

No Hootsuite employee will face any discipline or repercussion for reporting, in good faith, a breach or suspected breach of this Policy.

5. LEGAL STUFF

This Policy will be reviewed every year. It may be amended at any time and for any reason. The most current version of this Policy can be found on the wiki, on the policies landing page.

This Policy is not an employment contract. The obligations set out in this Policy are in addition to, and not in lieu of, any obligations set out in your employment agreement and any applicable internal regulations.

Hootsuite operates in a global environment. As such, there may be certain terms of this Policy that are not in keeping with an aspect of local law or a term of a local collective agreement. It is Hootsuite’s intention to comply with all applicable local laws and collective agreements. This Policy will be interpreted to achieve compliance with those requirements.