CODE OF CONDUCTNOTE: Nothing in this Code of Conduct shall be interpreted to create a contract nor shall this Code of
Conduct be interpreted in any way to change or modify the terms of employment of any
employee.

CODE OF CONDUCTTable of Contents
SECTION 1.

1.1
1.2
1.3
1.4

OVERVIEW .............................................................................................................................................................................. 1
BASIC STANDARDS OF CONDUCT ....................................................................................................................................... 1
REPORTING............................................................................................................................................................................. 2
YOUR PERSONAL COMMITMENT ......................................................................................................................................... 3

SECTION 2.

2.1
2.2

CONFLICTS OF INTEREST AND ETHICS POLICY ................................................................ 3

GUIDELINES ............................................................................................................................................................................ 3
DISCLOSURE........................................................................................................................................................................... 5

SECTION 3.

3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20

SUMMARY OF CODE OF CONDUCT ..................................................................................... 1

SPECIFIC COMPLIANCE STANDARDS ................................................................................. 6

COMPETITION LAWS.............................................................................................................................................................. 6
COMPUTER CRIMES AND ELECTRONIC EAVESDROPPING............................................................................................... 7
CONFIDENTIAL INFORMATION .............................................................................................................................................. 7
CONTRACTS AND SIGNING AUTHORITY ............................................................................................................................. 7
DEALINGS WITH GOVERNMENT OR PUBLIC OFFICIALS..................................................................................................... 8
EMPLOYEE HANDBOOK ........................................................................................................................................................ 9
EMPLOYMENT PRACTICES .................................................................................................................................................... 9ENVIRONMENTAL POLICY .................................................................................................................................................. 10
FAIR DEALING...................................................................................................................................................................... 10
FINANCIAL REPORTING AND TAXATION ........................................................................................................................... 10
HEALTH AND SAFETY.......................................................................................................................................................... 11
HONESTY AND ACCURACY ................................................................................................................................................ 11
INSIDER TRADING ................................................................................................................................................................ 11
INTELLECTUAL PROPERTY AND TRADE SECRETS ......................................................................................................... 12
INTERNATIONAL TRADE ...................................................................................................................................................... 13
MONEY LAUNDERING ......................................................................................................................................................... 14
PRIVACY ............................................................................................................................................................................... 14
RECORDS RETENTION AND LEGAL PROCEEDINGS ........................................................................................................ 15
SUBSTANCE USE, POSSESSION AND ABUSE .................................................................................................................. 15
SUPPLIER AND LICENSEE RELATIONSHIPS ................................................................................................................... 16

APPENDIX 1.

CONTACTS ............................................................................................................................ 17

CODE OF CONDUCTSECTION 1.
1.1

SUMMARY OF CODE OF CONDUCT

Overview
The first guiding value in Topgolf Callaway Brands Corp.’s Mission Statement states:"We conduct our global business honestly, ethically and legally, believing that good ethics isgood business." Guiding Value #1, Topgolf Callaway Brands Corp. Mission Statement
This Code of Conduct (the "Code") is a key part of Topgolf Callaway Brands Corp.’scommitment to conduct its global business honestly, ethically and legally. The Code applies
to all board members, officers and employees of Topgolf Callaway Brands Corp. and its
subsidiaries (collectively referred to as "the Company"). The term "board members" as usedin this Code includes members of the boards of directors of Topgolf Callaway Brands Corp.
and its subsidiaries.
The Chief Executive Officer of Topgolf Callaway Brands Corp. is committed to assuring
compliance with the Code and ethical conduct at all levels of the Company and has asked theGeneral Counsel of Topgolf Callaway Brands Corp. to assist in implementing the Code. The
Chief Executive Officer has appointed the General Counsel to be the Company Ethics Officer
responsible for managing the operation of the compliance and ethics program. The Legal
Department, Human Resources and other departments assist the Ethics Officer in this
responsibility. The Ethics Officer reports on compliance and ethics matters to the Audit
Committee of the Board of Directors of Topgolf Callaway Brands Corp. ("Audit Committee")so that the Audit Committee can provide independent oversight of the program.
Any waivers of the Code for Executive Officers or members of the Board of Directors ofTopgolf Callaway Brands Corp. may only be made by the Audit Committee and shall be
disclosed to shareholders if required by applicable law, regulations or rules governing theCompany’s operations.

1.2

Basic Standards of Conduct
The Company requires honesty, respect for the law and integrity at all times in theperformance of the Company's business. The following basic standards of conduct are
expected to be followed in all Company dealings:•

Comply with all laws and regulations that apply to the Company’s business worldwide.

•

Be honest and trustworthy in all communications and conduct. For example, lying,cheating or stealing is not permitted.

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 1

•Disclose all potential conflicts between personal and Company interests.

•

Work hard to provide a safe and healthful work environment that is sensitive toecological and social concerns.

All board members, officers and employees are also required to comply with the detailed
ethical and legal standards set forth in detail in Section 2, Conflicts of Interest and Ethics
Policy and Section 3, Specific Compliance Standards in this Code. No set of policy guidelines
can hope to cover all situations that you may encounter. When in doubt, board members,
officers and employees should ask themselves the following questions:•

Is my action legal?

•

If legal, is my action ethical and honest in every respect?

•

Can I defend this action with a clear conscience before my manager, fellow employees
and the public?

•

Would it be helpful to ask my manager, my Human Resources representative or the
Legal Department about this matter before I act?

•

Is anyone’s health or safety endangered by this action?

•

Would I be proud to read about my action in the newspaper?

Violations of the Code may result in appropriate disciplinary action by the Company, up to andincluding termination of employment. In addition, some violations of the Code may also be
violations of the law and could result in criminal prosecution, fines or jail time. If you are
uncertain about how to satisfy a requirement of the Code or encounter a situation not exactly
dealt with by the Code, you should seek advice from your manager or Human Resources
representative or the Legal Department. Contact information is set forth in Appendix 1,
Contacts.
1.3

ReportingIf you become aware of a situation that may violate the law or this Code or raise an ethicalissue, you must report it to your Human Resources representative, the Legal Department or
the Ethics Officer. Any complaints or concerns regarding Company accounting, internal
accounting controls or auditing matters should be submitted to the Ethics Officer. Complaints
or concerns involving questionable accounting, internal accounting controls or auditing
matters may be submitted to the Ethics Officer on a confidential, anonymous basis; however,maintaining anonymity and confidentiality may cause the matter to be more difficult toinvestigate.
If for any reason you are uncomfortable making a report through one of the above reporting
channels, you may make a report to the Chief Executive Officer of Topgolf Callaway Brands Corp.
Contact information for all persons or departments referred to in this Code is set forth in Appendix
1, Contacts.

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 2

Employees who report improper or illegal activity may do so without fear of retribution orpunishment. It is a violation of this Code and may be against the law to retaliate against
anyone for making a good faith report of a possible violation of the Code or law. The Company
has established procedures to investigate reports from employees and to protect those
employees from retaliation.
1.4

Your Personal Commitment
You will be asked periodically to acknowledge your personal commitment to abide by the Codeand raise any concern about a possible violation as outlined in the Code. You will also be
asked to confirm that you have disclosed and will disclose any potential conflicts between yourpersonal interests and the interests of the Company using the disclosure process describedin Section 2.2, Disclosure of the Code.

SECTION 2.
2.1

CONFLICTS OF INTEREST AND ETHICS

Guidelines
Board members, officers and employees are expected to use good judgment, to adhere to thehighest ethical standards, and to avoid situations that create an actual or potential conflict ofinterest or appearance of improper behavior. A conflict of interest may occur when theindividual's personal loyalties are divided between the Company's interests and thoseof another, such as a competitor, supplier, customer, another employee or theindividual's personal interests. Conflicts of interest and the appearance of conflicts ofinterest should be avoided.
A conflict of interest or potential conflict of interest may be resolved or avoided if it isappropriately disclosed and approved. Section 2.2, Disclosure provides a procedure fordisclosing activities, interests or transactions that may be a potential conflict of interest. In
some instances, mere disclosure will not be sufficient and the Company may require that the
conduct be stopped or other action be taken.
This policy does not attempt to describe all possible conflicts of interest or unethical situations
that could develop. The following guidelines are provided to assist you in avoiding or
disclosing possible conflicts of interest.
• Use of Company Assets. All Company assets or labor should be used for theCompany's benefit and legitimate business purposes. Company funds, employee
welfare or benefit plan assets, labor, information, property or other assets or resources
may not be wasted, used carelessly or used for personal benefit without proper
authorization. Incidental personal, non-commercial use of office equipment by a board
member, officer or employee is permitted provided that such use in no way interfereswith Company business and is not excessive.

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 3

• Corporate Opportunities. Board members, officers and employees may not take for
personal use opportunities that are related to the Company's business, use corporate
property, information or position for personal gain, or compete with the Company forbusiness opportunities. Board members, officers and employees owe a duty to theCompany to advance its legitimate interests when they are in a position to do so.
• Activities and Investments. Board members, officers and employees must avoid any
activity, investment, interest or association which compromises, or which mightreasonably be interpreted to compromise, the independent exercise of judgment andthe performance of their work in the best interests of the Company and its shareholders.
• Financial Transactions. Any financial transaction, service or other arrangement thatplaces personal interests and those of the Company in opposition with each other isprohibited. Board members, officers and employees must disclose situations where
they or a member of their household have a direct or indirect financial interest in:♦ Any transaction, loan or arrangement to which the Company is a party (other thanin performing their duties as a board member, officer or employee, or as aparticipant in Company benefit programs). No board member, officer or employeeof the Company may take a loan from the Company without the prior written
approval of the Chief Executive Officer of Topgolf Callaway Brands Corp. or
the Chief Executive Officer’s designee(s).
♦Any transaction, loan or arrangement with a corporation, partnership or otherentity with which the Company is doing business.

♦

Any transaction, loan or arrangement with a corporation, partnership or otherentity in the golf equipment industry.

♦

Any property which the Company is acquiring or leasing.

A board member, officer or employee does not need to disclose an ordinary course
retail transaction with a third party with whom the Company is doing business.
•

Working for Others. Board members, officers and employees may not work for acompetitor or vendor of the Company or in a job that may conflict with their ability toperform their duties to the Company.

•

Confidential Information. Company confidential information may not be used for
personal financial advantage and should be used only for the Company's benefit.

•

Public Speaking Engagements. Public speaking engagements with or withoutcompensation may involve a conflict of interest and should be disclosed pursuant to
Section 2.2, Disclosure.

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 4

•Serving on Outside Boards. Serving on a board of directors outside of the boards ofTopgolf Callaway Brands Corp. and its subsidiaries may involve a conflict of interestand should be disclosed pursuant to Section 2.2, Disclosure.

•

Gifts. Board members, officers and employees may not accept a gift from any supplieror licensee, or potential supplier or licensee, customer, government official or
employee at any level if the gift might influence his or her personal decisions, norshould gifts ever be solicited or requested. Gifts might include pleasure trips, awards,
services, payments, refunds, rebates, special discounts, entertainment, privileges orloans. You may accept gifts, entertainment, meals or social invitations that are part ofnormal and appropriate business practices with a nominal value ofU.S. $100 or less and that would not influence your personal business decisions. Any
gift that is worth more than U.S. $100 must be disclosed as set forth in Section 2.2,
Disclosure. Frequent acceptance of even minor items from the same business could
raise an ethics concern. If you are unsure as to whether the value of the gift is over
U.S. $100, you should disclose it.

•

Excessive Business Entertainment. All business entertainment must havereasonable business justification and may not be excessive. As with gifts, you may
accept normal and appropriate business entertainment that is part of normal andappropriate business practices with a nominal value of U.S. $100 or less and thatwould not influence your personal business decisions. Any business entertainmentthat you receive from a third party with a value to you of over U.S. $100 must be
disclosed as set forth in Section 2.2, Disclosure. If you are unsure as to whether thevalue of the business entertainment you received is over U.S. $100, you should
disclose it.

•

Personal Relationships. A personal relationship with another employee or with an
employee of a competitor, supplier or customer may involve a conflict of interest andshould be disclosed pursuant to Section 2.2, Disclosure.

If you are unsure as to whether a certain transaction, activity, interest or relationshipconstitutes a conflict of interest, you should discuss it with your manager, Human Resources,
the Legal Department or the Ethics Officer. When in doubt, disclose the transaction, activity
or relationship as set forth in Section 2.2, Disclosure.
2.2

Disclosure
Officers, employees and board members (other than members of the Board of Directors ofTopgolf Callaway Brands Corp.) shall disclose to their manager in writing details regarding
any transactions, activities, interests or relationships that may be a potential conflict of interest.
These disclosures shall be made using the activities and interests disclosure form available
through Outlook and from Human Resources. The manager will note his or her approval orother required action on the form and forward the form to Human Resources for record
keeping purposes. The manager will forward a copy of the disclosure form to the disclosing
party. In some cases, the manager may seek additional information or input in evaluating
disclosures from Human Resources, management, the Legal Department or the Ethics
Officer. Failure to disclose any potential or actual conflicts may result in discipline up to andincluding termination of employment.

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 5

Members of the Board of Directors of Topgolf Callaway Brands Corp. shall disclose details
regarding any transactions, activities, interests or relationships that may be a potential conflictof interest to the Chair of the Audit Committee, Chairman of the Board and Ethics Officer ofTopgolf Callaway Brands Corp. in writing.

SECTION 3.

SPECIFIC COMPLIANCE STANDARDSIn addition to the basic standards of conduct discussed in Section 1.2 Basic Standards ofConduct, you should be familiar with the following specific rules that may relate to your job at
the Company.
Note that the Company's global operations are subject to the laws of many countries,
provinces, states and cities. In some cases, the laws of the United States extend to operationsof the Company throughout the world and in other cases, only the law of the local jurisdiction
applies. You may come across a conflict between the applicable laws of two or more countries.
When you encounter such a conflict, it is especially important to consult the Legal Department
for guidance.
3.1

Competition Laws
Competition or antitrust laws are a body of laws that relate to dealings with customers,competitors and vendors. Violations of the antitrust laws can present serious consequencesin terms of fines and imprisonment. Officers and employees should not cause the Company
to enter into:•

Agreements with one or more competitors to fix prices.

•

Agreements with one or more competitors to fix other terms and conditions of sale,such as credit terms, quantity discounts, etc.

•

Agreements with one or more competitors on the allocation of customers or markets,
whether geographically, individually or otherwise.

•

Agreements with one or more competitors to fix levels of production or production
quotas.

•Agreements with any customer to fix resale prices.

•

Agreements with competitors or customers or other buyers of the same goods orservices not to deal with any other person, whether that person is a supplier orcustomer (this is called a group boycott).

•Agreements or requirements forcing any customer to buy an article or service overwhich we have "market power" as a condition of buying another article or service (thisis called a tie-in sale).

The antitrust laws are complex. They vary worldwide and may be confusing. To avoid any
violations of the law or this Code, you should seek help from your manager and/or the Legal
Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 6

Department. Employees doing business in the United States should study the Company’s
detailed policy entitled Compliance with United States Antitrust, Unfair Competition and Trade
Laws.
3.2

Computer Crimes and Electronic Eavesdropping•

Computer Crimes
Applicable laws or Company policy prohibit the unauthorized accessing and use ofcomputers, computer systems and computer data. Officers and employees may notaccess any computer, computer system, computer database, or computer network,
internal or external to the Company, without permission from the owner or use,
damage, alter or copy any data, computer software or programs or introduce any
computer contaminant into any computer, computer system or network. All officers
and employees must respect software copyrights and not use unlicensed software on
Company systems.

•

Electronic Eavesdropping
Applicable laws and/or Company policy prohibit the unauthorized tapping, interception,
eavesdropping upon or recording of any telephone conversation without the consent
of all parties to the conversation. Do not listen in to or record any telephone or otherelectronic communication without the knowledge and consent of all parties to thecommunication.

3.3

Confidential Information
All board members, officers and employees of the Company must maintain the confidentialityof non-public information entrusted to them by the Company or its suppliers or customers,
except when disclosure is authorized or legally mandated. Confidential information includes
all non-public information that might be of use to competitors, or harmful to the Company or
its customers or shareholders if disclosed. All board members, officers, and employees are
required to sign a separate agreement agreeing to maintain confidentiality of non-publicCompany information.
If non-public confidential information must be disclosed to vendors, consultants, customers orother third parties, or if confidential information must be disclosed by a third party to theCompany, Company policy requires that a written confidentiality agreement be entered into
prior to disclosure of the information. You should contact the Legal Department for assistancein preparing the appropriate confidentiality agreement.

3.4

Contracts and Signing Authority
Contracts contain obligations that the Company is legally required to perform or receive.
Binding contractual rights and obligations may be set forth in the form of a formal legal
agreement or could simply be outlined in a letter. Any agreement or contract entered into
between the Company and any other person or third party must not be signed unlessapproved by the Legal Department and within the signing authority of the signatory to thecontract (as published from time to time). Approval of the Legal Department is generally notedby a legal approval stamp located on the signature page and initialed by a Company lawyer
or contracts professional.

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 7

3.5

Dealings with Government or Public Officials
In your work for the Company, you may have relations with public officials, political candidates,and government employees and representatives. Laws governing the political process andcontributions to candidates are complex. For example, corporations in the United States may
not generally make campaign contributions to political candidates.
Company policy requires the observance of the following rules when participating in thepolitical process. It is a violation of Company policy to:•Bribe or take a bribe from a governmental entity or public official, or in connection with
an election.

•

Engage in activities designed to influence the legislative process, or to influence official
action of public officials, or government employees or representatives, unlessapproved by the Legal Department in accordance with applicable laws governing
lobbying.

•

Make a contribution or expenditure in the name of the Company or on its behalf inconnection with an election, unless approved by the Legal Department in accordancewith applicable campaign finance laws.

•

Use the Company's name or resources or make a personal contribution in the nameof the Company, or on its behalf, in connection with an election.

•

Reimburse individuals who make contributions to an election.

•

Use your position or relationship with the Company to gain any favor, advantage or
benefit for either the Company or yourself personally when dealing with public officials,
political candidates, government employees and representatives.

•

Act in such a manner that impedes public officials, political candidates, government
employees and representatives in the proper exercise of their authority.

•

Use your position to influence the vote of those who report to you in public elections.

You should not influence or attempt to influence public officials, political candidates,
government employees and representatives in the exercise of their duties by offering gifts,
gratuities, services, kickbacks or other promises of reward or benefit -- nor should you solicit
or accept any such favors from them. No action that would otherwise be suspect is madepermissible merely because it appears to be customary in a particular location or a particulararea of business activity. In dealing with officials or agencies in certain countries, you may
encounter situations requiring the making of "facilitating or expediting payments". Facilitating
or expediting payments refer to small tips or gratuities given to low level non-United States
governmental personnel outside the United States to induce such personnel to perform in atimely fashion what are basically routine ministerial or clerical functions, or to provide routine
services. Such payments shall not be made without the prior approval of the Legal
Department.
Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 8

3.6

Employee Handbook
Topgolf Callaway Brands Corp. and each of its operating subsidiaries have published
Employee Handbooks or employment policies. All employees are required to follow all
applicable employment policies for the subsidiary or company who employs them. This Codehighlights a few of those policies, but does not reproduce all of the employment policies which
are applicable to your employment.

3.7

Employment Practices
The Company is committed to fair employment practices, including the prohibition against
illegal discrimination and providing fair treatment to all employees on the basis of merit.
The Company is committed to following the applicable labor and employment laws whereverit operates. All board members, officers and employees of the Company are expected to:

3.8•

Use merit, qualifications and other job-related criteria as the basis for all employmentrelated decisions affecting employees and applicants.

•

Promote equal opportunity for our employees at all levels of the Company with respect
to issues such as color, race, gender, age, ethnicity, religious beliefs or othercharacteristic protected by and in accordance with local laws.

•

Provide a work environment free of harassment, including physical, sexual,
psychological or verbal harassment or abuse.

•

Operate without unacceptable worker treatment such as the exploitation of children,
physical punishment, involuntary servitude or other forms of abuse.

•

Respect the privacy rights of employees by using, maintaining and transferring theirpersonal data in accordance with applicable law and Company guidelines andprocedures; however, the Company reserves the right to monitor use of company
property (for example, computers, email, phones, etc.) in accordance with applicablelaw and personal information stored on such Company property is not private to theemployee.

•

Cooperate in a truthful and forthright manner with the investigation of any complaints
which arise in connection with an individual's employment with the Company.

•

If a conflict arises between the requirements of this policy and the laws, customs orpractices of a particular area, consult with the Legal Department to determine the mostappropriate course of action.

Environmental Policy
The Company is committed to conducting its business in compliance with all applicable
environmental laws and regulations. All officers and employees of the Company are
expected to:

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 9

•Obtain environmental permits for any activity conducted at Company facilities whensuch permits are required and comply with all applicable permit conditions andregulations.

•

Not release pollutants into the environment illegally or without a required permit andnotify the appropriate environmental agency of releases of pollutants into theenvironment as required.

•Store, transport and handle hazardous material safely in compliance with applicablelaws, regulations, rules and practices.

•

Report, respond to or remedy a known environmental or health hazard or
noncompliance situation in a timely manner.

The above list does not contain all applicable environmental requirements. If you have any
questions about this policy, you may contact the Environmental and Safety Department.
Employees doing business in the United States should review the Company's policy entitledCompliance with Environmental, Health and Safety Laws and Regulations.
3.9

Fair Dealing
Each employee, officer and board member should endeavor to deal fairly with the Company's
suppliers, customers, competitors and employees. None should take unfair advantage ofanyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair-dealing practices.

3.10 Financial Reporting and Taxation
As a public company and taxpayer, the Company is required by law to make and file certain
reports with the United States Securities and Exchange Commission and to file tax returns invarious jurisdictions. These reports and filings and other public communications by theCompany should reflect full, fair, accurate, timely and understandable disclosure of
information. If your job relates to keeping track of Company expenses, payroll, benefit plans,Company property or revenues, or providing information to the Corporate Accounting or Tax
Department, most likely you have something to do with financial or tax reporting.
It is important to note that all financial reporting must be done in accordance with United States
Generally Accepted Accounting Principles ("GAAP"), including reporting on the Company's
non-U.S. operations. The Corporate Accounting department in the United States should be
consulted for guidance on this as needed.
In all financial and tax reporting matters, employees are expected to exercise due care in thecollection and reporting of information for all financial disclosures and tax reports and returns.
"Due care" means using your best efforts to provide information that is complete, fair,accurate and understandable. Employees must keep records that accurately substantiate theCompany's business and financial activities or obligations to pay taxes. If your job involves
the preparation of financial disclosures or reports or tax returns, you should make all required
reports and filings by the date required by applicable law for filing, unless an extension of thedue date has been obtained on behalf of the Company.

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 10

Requests for special billing or payment procedures which suggest possible violations of law,such as evasion of income tax, currency exchange controls or price or profit controls, arecontrary to the Company's policies and no such billings or payment procedure shall be used.
Such practices can also result in false, artificial or misleading entries in the books of theCompany, which are strictly prohibited.
Any complaints or concerns regarding Company accounting, internal accounting controls or
auditing matters should be submitted to the Ethics Officer. Concerns or matters involving
questionable accounting or auditing matters may be submitted to the Ethics Officer on aconfidential, anonymous basis; however, maintaining anonymity and confidentiality may
cause the matter to be more difficult to investigate.
If you have any questions about this policy, you should seek advice from your manager or the
Corporate Accounting, Tax, Legal, or Corporate Audit Department or the Chief Financial
Officer of Topgolf Callaway Brands Corp.
3.11 Health and Safety
Board members, officers and employees are expected to observe all safety and health laws,
regulations, rules and practices and to do everything possible to provide a safe and healthfulenvironment for all employees, contractors, visitors and the public. Be alert to unsafe
conditions in the work area and promptly report and/or correct these conditions. If you haveany questions, you may contact the Environmental and Safety Department.
3.12 Honesty and Accuracy
Board members, officers and employees of the Company shall not knowingly make financial,environmental, labor, governmental or any other filings, sign documents or make statementsthat are inaccurate, untrue or not in compliance with Company policies and procedures. It isa violation of this policy to conceal information from or supply misleading or fraudulent
information to the public, the government, a public agency or other person duly authorized bymanagement to receive that information.
3.13 Insider Trading
Securities laws and regulations prohibit Company board members, officers and employees
from buying or selling stock when they are aware of material information about Company
business that its shareholders and the public do not know about, commonly referred to as"insider trading". Violation of the securities laws is both a civil and a criminal offense and canresult in significant penalties for both the person(s) involved and the Company.
IT IS THE COMPANY'S POLICY THAT NO BOARD MEMBER, OFFICER OR EMPLOYEEOF THE COMPANY, AND NO MEMBER OF THE IMMEDIATE FAMILY OR HOUSEHOLDOF ANY SUCH PERSON, SHALL PURCHASE OR SELL TOPGOLF CALLAWAY BRANDS
CORP.'S STOCK DURING ANY PERIOD OF TIME THAT HE OR SHE IS AWARE OF
MATERIAL, NON-PUBLIC INFORMATION CONCERNING THE COMPANY.
The securities laws also prohibit you from "tipping" inside information to other people who may
buy or sell Topgolf Callaway Brands Corp. securities. This means that the information you
learn at the Company, whether about the Company or a company doing business with theCode of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 11

Company, should not be discussed with your family, relatives, business or social
acquaintances. Nor should it be discussed with other employees here unless they have aclear right and need to know.
All board members, officers and certain other employees who have been so notified are onwhat is known as the Company's "gatekeeper" list. All such board members, officers andemployees must contact the Legal Department for approval before trading in Topgolf Callaway
Brands Corp. stock. All board members, officers and employees must comply with theCompany’s policy entitled “Policy on Avoiding Insider Trading” and are encouraged to consult
with the Legal Department if they have questions or need assistance with compliance with thepolicy.
3.14 Intellectual Property and Trade Secrets
The Company is committed to protecting its own intellectual property from infringement byothers, and is also committed to respecting the intellectual property of others. The rules withrespect to intellectual property, including trademark, trade dress, trade secret, patent andcopyright infringement, are complex, so you should seek expert advice from the Legal
Department. In many instances the Legal Department can perform searches for pre-existing
patents, trademarks or copyrights and help you avoid infringing conduct.
The following are examples of the types of activities that might constitute a violation of thelaws protecting intellectual property or this Code:••Copyright Infringement♦

Installing computer software on more than one computer system without aproper license.

♦

Copying a magazine or newsletter without permission.

♦

Copying articles from journals, newsletters, or magazines without permission.

♦

Downloading information from a subscription database without permission.

Trademark, Patent of Trade Dress Infringement♦

Adopting or using a slogan, name, or symbol for goods or services that isconfusingly similar to a slogan, name or symbol used by another.

♦

Making or using a process, product or device that incorporates patented ideas
or features belonging to another.

♦

Failing to act upon notice or information that the Company may be infringing a patentbelonging to another.

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 12

♦

•

•

Using an overall look or design that is confusingly similar to the overall look or
design of another's product, and causing confusion in the minds of consumers as
to who is the source of the product.

Trade Secret Infringement♦

Disclosing to others any information received in confidence from or protectedfrom disclosure by a supplier, contractor or other third party.

♦

Stealing, soliciting or using the trade secret information of another without written
permission from the owner of the information. Do not directly or indirectly solicit,
obtain or use trade secret information belonging to others from job applicants,
new or existing employees, vendors, customers or other third parties. If you
become aware that any employee may be using or discussing trade secrets of
his or her former employer or other third party in his or her work for the Company,
you must consult with the Legal Department immediately.

Company Trade Secrets♦

Officers and employees should not disclose Company proprietary or confidential
information to third parties with whom the Company is doing business, such as
suppliers, licensees or consultants, except as specifically needed for the third
party to perform the services or task requested. Such third parties should be
provided information only on a “need to know” basis to allow them to perform thespecific services or task requested. For example, a grip supplier need not know
the head shape or product name of a prototype club in order to design a new grip.
All disclosure of Company proprietary or confidential information may be madeonly after a confidentiality agreement has been entered into with the third party.

Employees doing business in the United States should review the Company's policy entitledCompliance with United States Trade Secret Laws.
3.15 International Trade
Many countries regulate international trade transactions, such as imports, exports andinternational financial transactions, for a variety of reasons, including national security andforeign policy. In addition, the United States prohibits any cooperation with boycotts against
countries friendly to the United States or against firms which may be "blacklisted" by certain
groups or countries. Board members, officers and employees of the Company are requiredto:•

Follow relevant international trade control regulations, including licensing, shipping
documentation, import documentation, reporting and record retention requirements of all
countries in which the Company conducts business or in which the Company is located.

•

Make sure all international transactions are screened against all applicable laws andregulations that restrict transactions with certain countries and persons.

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 13

•Do not cooperate with any restrictive trade practice or boycott prohibited or penalized
under United States or applicable local laws. The receipt of any request to take boycottrelated action, or to provide boycott-related information, must be reported to the U.S.
Government. Make sure you tell your manager and the Legal Department about all
boycott-related requests, including requests for information.

3.16 Money Laundering
People who are involved in criminal activity (for example, narcotics trafficking, bribery,
terrorism, fraud) may try to "launder" the proceeds of or income from their crimes to hide themor to make those proceeds appear legitimate. More than 100 countries now have laws againstmoney laundering which prohibit the acceptance or processing of the proceeds of criminal
activities. The Company will conduct business only with reputable customers who are involvedin legitimate business activities and whose funds are derived from legitimate sources. Board
members, officers and employees of the Company are required to•Comply with all applicable laws that prohibit money laundering and that require thereporting of cash or other suspicious transactions.

•

Identify the types of payments that have become associated with money laundering
activity (for example, multiple money orders or travelers checks, large amounts ofcash, or checks on behalf of a customer from an unknown third party) and restrict or
prohibit acceptance of them.

If you are concerned that money laundering may be occurring, you should contact the Legal
Department.
3.17 Privacy
In our increasingly information-based society, individual customer or consumer financial andother sensitive personal information must be adequately protected. Each employee must takecare to protect individual customer and consumer information and other sensitive personal
information from inappropriate or unauthorized use or disclosure. Consistent with applicablelaws, each subsidiary must implement fair and responsible privacy and information protection
procedures and take reasonable steps to ensure compliance with such procedures. Board
members, officers and employees are required to:•Comply with all applicable privacy and data protection laws, regulations and treaties.
Do not acquire, use or disclose individual employee, customer or consumer
information in ways that are inconsistent with the Company's privacy policies or withapplicable laws or regulations.

•

Pay particular attention to the protection of individual employee, consumer or customer
records, and sensitive personal information, such as medical information or
information from or about children.

•

Use your access to individual employee, customer or consumer information only for
authorized business purposes.

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 14•Keep secure business records of individual employee, consumer and customer
information, including computer-based information.

•

Consult with the Legal Department before establishing or updating any system,
process, or procedure to collect, use, disclose, or transmit individual employee,
consumer information, medical or financial records, or other sensitive personal
information.

3.18 Records Retention and Legal Proceedings
The Company's records retention policy is to retain all Company records the time periodrequired by Company policies and applicable law in order to meet the administrative,
operational, legal, fiscal, tax, historical and emergency needs of the Company and to destroy
unnecessary Company records in an efficient and confidential manner. It is unlawful andagainst Company policy to withhold, falsify or destroy documentary materials,
testimony or other evidence requested by public officials, governmental agencies orcourts of law in connection with proceedings or investigations before governmental
agencies or courts.
Do not withhold, falsify, distort, conceal or destroy any documentary material, testimony orevidence requested by a public official or governmental agency, including state and federal
courts, or take any action that would influence, obstruct or impede the proper administrationof law under any proceeding or investigation before a governmental agency or court. If you
receive any demand or request for information regarding a pending proceeding orinvestigation from any public official or governmental agency, contact the Legal Department
immediately.
3.19 Substance Use, Possession and Abuse
The Company is committed to maintain a safe and productive work environment free from theillegal or inappropriate use of drugs and alcohol.
Impaired performance due to the presence of a chemical substance in your system is
unacceptable, constitutes a violation of Company policy and is subject to disciplinary action.
It is against the law or Company policy to:•Sell, purchase, possess, use or be under the influence of illegal drugs on the job or on
Company property.

• Consume or serve alcohol on Company property unless authorized in advanceby the Chief Executive Officer of Topgolf Callaway Brands Corp. or President of
the applicable subsidiary for rare or special situations. Employees shall not be
under the influence of alcohol while on the job or on Company property.
•

Be involved off the job with drugs or alcohol in a way that may affect on-duty job
performance.

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 15

Any employee whose on-duty conduct raises a reasonable suspicion that he or she is under
the influence of drugs or alcohol may be requested by management to submit to drug or
alcohol testing according to Company policy and in accordance with applicable law. This is inaddition to any other steps the Company may lawfully take under the circumstances.
3.20 Supplier and Licensee Relationships
The Company expects its suppliers and licensees to adhere to applicable legal requirementsin their business relationships. The Company will only do business with suppliers andlicensees who comply with local and other applicable legal requirements and any additional
Company standards relating to labor, environment, health and safety and intellectual property
rights. Suppliers and licensees must not operate with unacceptable worker treatment such as
exploitation of children, physical punishment, involuntary servitude or other forms of abuse. If
you become aware of unsafe conditions in supplier or licensee facilities, workers who appear
to be underage or subject to coercion, disregard of environmental standards, falsified
documentation of any kind prepared by the supplier or licensee, or other circumstances thatindicate that a supplier or licensee may be violating the law, you should seek advice fromyour manager or the Legal Department.

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 16

APPENDIX 1
CONTACTS(Effective March 30, 2023)
The following contacts for Topgolf Callaway Brands Corp. and its subsidiaries are referred to in the Codeof Conduct. You may contact them by telephone, e-mail or mail at the address listed.
CONTACTS FOR REPORTING OF VIOLATIONS OR OTHER QUESTIONS:
Chief Executive Officer –Oliver G. (“Chip”) Brewer
Topgolf Callaway Brands Corp.
Topgolf Callaway Brands Corp.
2180 Rutherford Road
Carlsbad, CA 92008
Chip.Brewer@tcbrands.com
760-804-4244 phone
Chief Financial Officer –Brian P. Lynch
Topgolf Callaway Brands Corp.
Topgolf Callaway Brands Corp.
2180 Rutherford Road
Carlsbad, CA 92008
Brian.Lynch@tcbrands.com
760-804-4056 phone
Chief People Person – Human Resources Rebecca Fine
Topgolf Callaway Brands Corp.
Topgolf Callaway Brands Corp.
2180 Rutherford Road
Carlsbad, CA 92008
Becky.Fine@tcbrands.com
314-709-9123 phone
General Counsel & Ethics Officer –Heather McAllister
Topgolf Callaway Brands Corp.
Topgolf Callaway Brands Corp.
2180 Rutherford Road
Carlsbad, CA 92008
Heather.McAllister@tcbrands.com
760-804-4368 phone
President, Callaway Golf Ball
Mark F. Leposky
Operations, Inc.
Callaway Golf Ball Operations, Inc.
c/o Topgolf Callaway Brands Corp.
2180 Rutherford Road
Carlsbad, CA 92008
Mark.Leposky@tcbrands.com
760-804-4014 phone
Vice President – Callaway Golf
Thomas Barnett
Interactive, Inc.
Callaway Golf Interactive, Inc.
9013 Tuscany Way, Building 1, Suite 110
Austin, TX 78754
Tom.Barnett@callawaygolf.com
512-617-7105 phone

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 17

Managing Director – Callaway Golf
Europe Ltd. & President of Europe,
Middle East and Africa

Managing Director – Callaway Golf
Canada Ltd.

Director & Representative Director Callaway Golf K.K. & President of Asia

Representative Director – Callaway Golf
Korea Ltd.

General Manager – Callaway Golf
(Shanghai) Trading Co., Ltd.

Office Manager – Callaway Golf
(Dongguan) Technology Service
Co., Ltd.

General Director - Callaway Golf
Vietnam Company Limited

Neil Howie
Callaway Golf Europe Ltd.
Unit A27, Barwell Business Park
Leatherhead Road
Chessington, Surrey KT9 2NY
Neil.Howie@callawaygolf.com
011-44-20-8391-7221 phone
Glenn Hickey
Callaway Golf Canada Ltd.
c/o Topgolf Callaway Brands Corp.
2180 Rutherford Road
Carlsbad, CA 92008
Glenn@callawaygolf.com
760-804-4311 phone
Alex Boezeman
Callaway Golf K. K.
MG Shirokanedai Building
5-12-7 Shirokanedai, Minato-ku
Tokyo 108-0071 Japan
Alex@callawaygolf.com
011-81-3-6328-5906 phone
Eugene Lee
Callaway Golf Korea Ltd.
4F to 7F Hansung Cheongdam Building
414, Dosan-daero, Gangnam-gu
Seoul, Korea
EugeneL@callawaygolf.com
011-822-3218-1901 phone
Felix Fei
Callaway Golf (Shanghai) Trading Co., Ltd.
Unit 1201-1203, Central Plaza
No. 227 Huangpi North Road
Shanghai 200003, China
Felix.Fei@callawaygolf.com
011-86-21-61930700 phone
Doris Guo
Suite 1506, Building No. 1, Kaixuan International
No.14 East Houjie Avenue, Hetian District
Houjie Town, Dongguan City, Guangdong Province,
PRC 523961
Doris.Guo@callawaygolf.com
011-86 769 8358 7900 phone
Humphrey Mok
No. 2 Ngo Duc Ke Street
Ben Nghe Ward, District 1
Ho Chi Minh City, Vietnam
Humphrey.Mok@callawaygolf.com
011-86-139-2551-8472 phone

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 18

Managing Director, Callaway Golf South
Pacific

Callaway Golf India Private Limited

Managing Director, Callaway Digital
Technologies Private Limited (“Digitech”)

Callaway de México, S.A. de C.V.

Chief Executive Officer –travisMathew, LLC

Chief Executive Officer Jack Wolfskin Germany

General Manager –Jack Wolfskin (Shanghai) Co., Ltd.

Jack Wolfskin North America, Inc.

Matt Meredith
Callaway Golf South Pacific Pty Ltd
18 Corporate Avenue
Rowville, Victoria, Australia 3178
Matt.Meredith@callawaygolf.com
011-613-92129409 phone
Neil Howie
Callaway Golf India Private Limited
c/o Callaway Golf Europe Ltd.
Unit A27, Barwell Business Park
Leatherhead Road
Chessington, Surrey KT9 2NY
Neil.Howie@callawaygolf.com
011-44-20-8391-7221 phone
Munish Guleria
Callaway Digital Technologies Private Limited
Unit No. 1302, 13th Floor, Wing B Galaxy
Plot No. 1, Sy No 83/1, Knowledge City TSIIC
Hyderabad, Rangareddi, Telangana, India 500081
Munish.Guleria@callawaygolf.com
Callaway de México, S.A. de C.V.
ProLogis Park Apodaca, Edificio #1
Carr. Miguel Km. 21
Apodaca, N.L. 66600 Mexico
011-52-81-8286-1700 phone
Ryan Ellis
travisMathew, LLC
15202 Graham Street
Huntington Beach, CA 92649
Ryan@travismathew.com
562-799-6900 phone
Richard Collier
Jack Wolfskin GmbH & Co. KGaA
Jack-Wolfskin-Kreisel 1
D-65510 Idstein / Ts.
Germany
Richard.Collier@jack-wolfskin.com+4915140150790 cell phone
Matthew Jung
Jack Wolfskin (Shanghai) Co., Ltd.
23rd Floor, Central Plaza
No. 227, North Huangpi Road
200003 Shanghai, P.R.C.
Matthew.Jung@jack-wolfskin.com
18601627068 phone
Jack Wolfskin North America, Inc.
136 Heber Avenue
Park City, Utah 84060
Joe.Flannery@tcbrands.com
760-804-4362 phone

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 19

Chief Executive Officer – Topgolf
International, Inc.

Artie Starrs
Topgolf International, Inc.
8750 N. Central Expressway, Suite 1200
Dallas, TX 75231
Artie.Starrs@topgolf.com

Chief Experience Officer, People andTechnology – Topgolf International, Inc.

Kristi Maynor
Topgolf International, Inc.
8750 N. Central Expressway, Suite 1200
Dallas, TX 75231
Kristi.Maynor@topgolf.com

OTHER CONTACTS REFERRED TO IN THE CODE:
The following are located at Topgolf Callaway Brands Corp.
2180 Rutherford Road, Carlsbad, CA 92008

Tax Department

John Newren
John.Newren@callawaygolf.com
760-804-8426 phone

Corporate Audit Department

Derek Muller
DerekM@tcbrands.com
760-930-8405 phone

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change) Page 20

CODE OF CONDUCT ACKNOWLEDGMENT
Topgolf Callaway Brands Corp.’s Code of Conduct and the Code of Conduct training
describe the legal and ethical commitments that we have made to act honorably andlawfully in the conduct of our business. It is important that you read the Code of Conduct(and subsequent updates), as it contains useful information, including explanations ofmany of the rules that govern the relationships between you, other employees and theCompany.
While we do our best to keep the content current, things change and we are always trying
to improve. Thus, the Company may revise, remove from or add to the Code of Conductfrom time-to-time. When you receive an update or change, please give it your immediate
attention, and treat it as if it were a part of the original Code of Conduct.
The Code of Conduct is confidential and proprietary Company information and should not
be disclosed to third persons. The Code of Conduct does not alter your at-will employment
status.
I hereby acknowledge that I have been provided access to the Code of Conduct,and I completed the Code of Conduct training. I further acknowledge that it is my
responsibility to review the Code of Conduct, including any modifications andupdates made to it, from time-to-time. I agree to follow and comply with all
Company policies and procedures including those contained in the Code of
Conduct.

Print Name

Signature

Date

Code of Conduct – Approved by Board of Directors Sept. 2003 (Updated Sept. 2022 – Company name change)

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