Travelzoo's Official Guide to Business Conduct and Ethics

Introduction This Guide to Business Conduct and Ethics outlines essential business practices and procedures for all employees, directors, agents, and consultants (collectively, "Representatives") of Travelzoo and its subsidiaries ("Travelzoo"). While not exhaustive, it establishes core principles to guide conduct and prevent even the appearance of impropriety. If a law conflicts with this Guide, comply with the law and consult your supervisor for guidance. Violations may result in disciplinary action, up to and including termination. For potential issues, refer to Section 14. 1. Compliance with Laws, Rules and Regulations Upholding the law in both letter and spirit forms the foundation of Travelzoo’s ethical standards. All Representatives must respect and comply with laws in the jurisdictions where we operate. While not every detail needs to be memorized, know when to seek advice from supervisors, managers, or appropriate personnel.

Travelzoo offers training sessions on compliance, including insider-trading laws, upon request.

2. Conflicts of Interest A conflict of interest occurs when personal interests interfere with Travelzoo’s interests. This includes situations where actions or relationships impair objective performance or provide improper personal benefits to Representatives, officers, directors, or their families. Loans or guarantees to Representatives or family members may also create conflicts.

Working for competitors, clients, or suppliers—even as a consultant or board member—is generally prohibited. Avoid direct or indirect business ties except on Travelzoo’s behalf. Conflicts require Board of Directors approval. Disclose potential conflicts to supervisors, managers, Human Resources, or follow Section 14 procedures.

3. Insider Trading Representatives with confidential information must not use or share it for trading or personal gain. All non-public Travelzoo information is confidential. Using or tipping such information is unethical and illegal. Review Travelzoo’s Trading in Shares policy via Human Resources. 4. Corporate Opportunities Representatives, officers, and directors must not pursue personal opportunities discovered through Travelzoo resources without Board approval. Corporate property, information, or position cannot be used for personal gain or to compete with Travelzoo. Prioritize Travelzoo’s legitimate interests. 5. Competition and Fair Dealing Travelzoo competes fairly and honestly. Prohibited: stealing proprietary information, possessing trade secrets without consent, or inducing disclosures. Deal fairly with clients, suppliers, competitors, and colleagues. Avoid manipulation, concealment, or misrepresentation.

Gifts and entertainment foster goodwill, not unfair advantage. They must: (1) not be cash, (2) align with business norms, (3) value under $100, (4) not resemble bribes, and (5) comply with laws. Consult supervisors for uncertainty.

6. Discrimination and Harassment Travelzoo values diversity and commits to equal opportunity. Illegal discrimination or harassment—including racial, ethnic, religious comments or unwelcome sexual advances—is not tolerated. 7. Health and Safety Travelzoo provides a safe workplace. Representatives must follow safety rules, report hazards, accidents, or injuries. Violence, threats, illegal drugs, or alcohol impairment are prohibited. 8. Record-Keeping Accurate records support informed decisions.

Expense accounts require precise documentation. Consult supervisors or Chief Accounting Officer for legitimacy.

Books, records, and statements must reflect transactions accurately, per legal and internal control standards. No off-books funds unless legally permitted.

Avoid exaggeration or derogatory language in records, emails, or reports. Follow retention policies; consult Human Resources during litigation or investigations.

9. Confidentiality Protect Travelzoo and client confidential information unless authorized or legally required. This includes non-public data useful to competitors or harmful if disclosed. Obligation persists post-employment, per signed Non-Competition, Non-Disclosure, and Assignment agreements. 10. Protection and Proper Use of Travelzoo Assets Safeguard and use assets efficiently. Report suspected fraud or theft immediately.

Equipment is for business use; limited personal use may be allowed. Protect proprietary information like trade secrets, IP, plans, and data. Unauthorized use violates policy and may be illegal.

11. Payments to Government Personnel U.S. Foreign Corrupt Practices Act and similar laws prohibit bribes to foreign officials. No illegal payments anywhere.

U.S. rules limit gratuities to government personnel. Violations are criminal.

Comply with global anti-bribery laws, e.g., UK Bribery Act. Review Travelzoo’s Anti-Bribery Policy via Human Resources or Law Department.

12. Waivers to the Guide of Business Conduct and Ethics Waivers for executives or directors require Board approval and legal disclosure. 13. Reporting any Illegal or Unethical Behavior Discuss concerns with supervisors or managers. No retaliation for good-faith reports. Cooperate in investigations.

Review intranet policy on anonymous accounting/auditing complaints, provided at hire and annually.

14. Compliance Procedures Ensure consistent enforcement:

• Gather all facts.
• Assess: Is it unethical? Use judgment.
• Clarify roles; involve colleagues.
• Consult supervisor.
• Use managers or Human Resources if needed.
• Report confidentially; anonymity protected, no retaliation.
• Seek guidance before acting.

Report violations to: Travelzoo, Attention: General Counsel, 590 Madison Avenue, 37th Floor, New York, NY 10022.