Anti-Corruption Policy & Compliance Guide

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Effective July 26th, 2016

Superior Industries, Inc. (including its subsidiaries, business units and affiliates, the “Company”) is committed to maintaining high ethical standards of business conducted in the United States and abroad. The Company is committed to a zero tolerance policy toward bribery and an effective program of internal systems and controls to support compliance with the letter and the spirit of all applicable anti-corruption and anti-bribery laws of all countries in which the Company conduct business (the “Anti-Corruption Laws”), including but not limited to the U.S. Foreign Corrupt Practices Act (as amended from time to time, the “FCPA”), and similar laws contained in the Organization for Economic Cooperation and Development (“OECD”) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (“OECD Anti-Bribery Convention”). This Anti-Corruption Policy & Compliance Guide (the “Policy”) is intended to be supplemented by training of the Company’s employees and agents. Willful or grossly negligent failure of an employee or agent to follow this Policy and such additional procedures as shall be issued to implement this Policy may be grounds for discipline, up to and including termination, and may in certain circumstances expose the employee or agent criminal prosecution, fine, and/or imprisonment.

1. Policy Expectations

Neither the Company nor any of its employees or agents shall offer, make, promise or authorize payments to Foreign Officials (as defined below), directly or indirectly, which would violate the any Anti-Corruption Law. The Company also will not condone or tolerate the offering, making or authorizing of such payments by any director, officer, employee or agent. The Company shall maintain its books and records in reasonable detail to accurately and fairly reflect transactions and dispositions of assets. No director, officer, employee or agent will suffer adverse consequences for refusing to pay bribes even if this may result in the Company losing business.

2. Prohibited Conduct

(A) The FCPA and similar Anti-Corruption Laws prohibit companies and individuals from corruptly offering, promising or giving anything of value to a Foreign Official to assist the Company or individual in obtaining or retaining business or to obtain any improper advantage. It is also unlawful to make payments to agents, sales representatives or other intermediaries while knowing or having reason to know that any portion of the payment will be used illegally. Due diligence should be conducted on all third parties that the Company seeks to engage to act as agents, representatives or consultants in connection with business in a foreign country and foreign controlled companies with which the Company intends to establish a binding business relationship (i.e., a joint venture relationship). Company management and the Company’s auditors, accountants and other advisors shall provide guidance on the level of due diligence required for a particular business arrangement. All due diligence should be conducted prior to entering into any contractual or binding arrangement.

(B) The term “Foreign Official” includes:

(i) an officer or employee of any non-U.S. federal, state, municipal, or other government, department, agency, or instrumentality;

(ii) a political party or party official;

(iii) a candidate for a foreign political office;

(iv) an officer or employee of:

(a) a public international organization or any department or agency thereof, e.g., United Nations, World Bank, IMF;

(b) an organization that is affiliated with one or more foreign governments;

(c) a commercial business, enterprise or other organization that is owned or controlled by a foreign national, regional or local government;

(v) a consultant, advisor, contractor, or agent of any of the foregoing that represents or acts on behalf of or in an official capacity for such entity or person; or

(vi) members of foreign royal families that have governmental duties.

(C) Facilitating Payments for Routine Governmental Actions. Payments that are minor in value and that are made to expedite or secure the performance of routine governmental actions may be permitted under the FCPA and other Anti-Corruption Laws. Routine governmental actions are ministerial or clerical in nature and do not involve any discretionary decision-making. Examples include the issuance of visas, permits, licenses, or other official documents to qualify a person to do business in a foreign country, and obtaining police protection. Although the FCPA may permit such payments the laws of the foreign country may not and no facilitating payment may be made in such circumstance. Facilitating payments should be avoided to the maximum extent possible. The prior written approval of the Company’s Chief Financial Officer or Chief Executive Officer (each, an “Executive Officer”) is required unless there is an emergency situation affecting an individual’s health or safety.

(i) If an Executive Officer approves the payment, accurate records of the payment and its purpose must be maintained and a copy forwarded to the reviewing legal counsel.

(ii) In the event of a health or safety emergency where prior approval of an Executive Officer cannot be obtained, information regarding such facilitating payment should be provided to an Executive Officer as soon afterwards as practicable.

(D) Promotional Expenses. Payments to Foreign Officials for expenses related directly to the promotion, demonstration, or explanation of products or services, or execution or performance of a contract (i.e., promotional expenses) that are reasonable and bona fide are permissible. Accordingly, payment of reasonable expenses for the travel, meals and entertainment of Foreign Officials that directly relate to the promotion, demonstration or explanation of the Company’s products or services, or the performance of a contractual obligation, are permissible. The Company shall retain counsel to advise on the suitability of any such payments. Accurate records of the payment and its purpose must be maintained in accordance with the books and records provisions of the FCPA.

(E) Gifts to Foreign Officials. Exchanging gifts with foreign officials is intended to build goodwill and sound working relationships, not to gain any special advantage in the relationship. A gift of any value given for corrupt purposes violates the FCPA and is prohibited. Company personnel must only provide gifts in good faith and not with any corrupt intent or to obtain any improper advantage. Moreover, gifts must be permitted under Anti-Corruption Laws and the local laws of the foreign country and the regulations of the foreign official’s government entity. The Company shall maintain a log of business courtesies or gifts of any value provided to or received from any foreign official.

(F) Charitable Donations. All charitable donations should be transparent and permissible under the FCPA and local Anti-Corruption Laws. Prior to making a charitable contribution to an organization in which a foreign official is known to have an interest or position, an Executive Officer must approve such contribution and the Company must obtain the advice of legal counsel.

(G) Political Contributions. The FCPA permits companies to make political contributions to foreign political parties or candidates to the extent that political contributions are permitted under local law. Prior to engaging in any political activity in a foreign country, including the provision of political contributions, an Executive Officer must approve such contribution and the Company must obtain the advice of legal counsel.

(H) Record-Keeping Requirements. The FCPA also requires companies to maintain reasonably detailed books, records and accounts, as well as a system of internal accounting controls, in order to reflect accurately all transactions and disposition of their assets. These provisions apply to both domestic and foreign operations and payments and cover all transactions, including those that may not be considered “material.”

(I) Consequences of Violation. Violations of this Policy will result in corrective action that may include, but is not limited to, verbal or written warnings, suspension from work, or other disciplinary action up to and including employment termination. Verbal or written corrective action is intended to eliminate inappropriate workplace conduct of a more minor nature. Immediate termination without use of progressive discipline may be appropriate for serious incidents. Violations could also result in criminal and civil charges in the United States or abroad, with significant penalties if an employee, agent and/or the Company is convicted. The Company also could face civil litigation and serious harm to its reputation as a result of FCPA violations. Employees or agents who are convicted of FCPA violations could also face imprisonment.

3. Accountability: Roles and Responsibilities.

(A) Every business unit, division and company comprising the Company is responsible for following this Policy. Such business units, divisions and companies with greater exposure to FCPA risk may implement additional procedures. Additional procedures shall be reviewed by Company counsel, and approved by an Executive Officer, prior to implementation.

(B) The Company’s management team, with input from Company counsel, is responsible for: (i) interpreting this Policy, the FCPA, OECD Anti-Bribery Convention, and other Anti-Corruption Laws, (ii) counseling and advising every business unit, division and company comprising the Company regarding issues that raise concerns under any Anti-Corruption Law, (iii) providing assistance in the performance and evaluation of due diligence regarding foreign agents, joint venture partners or other international transactions, (iv) evaluating the legality of proposed facilitating payments, promotional expenses, and contributions to charities and political parties or candidates and (v) evaluating and approving additional procedures adopted pursuant to this Policy.

(C)The Company’s Chief Financial Officer is responsible for: (i) implementing and monitoring systems of internal controls and record keeping procedures that comply with the FCPA, (ii) developing training materials and providing training to the Company’s business units and (iii) reviewing and assessing the implementation of and compliance with this Policy.

(D) It is the individual responsibility of each director, officer, employee and agent to (i) comply with this Policy, the FCPA and other Anti-Corruption Laws, (ii) participate in training as directed, (iii) ensure that subordinate employees and agents of the Company obtain training necessary to understand the Anti-Corruption Laws governing international transactions and (iv) raise concerns regarding this Policy, the FCPA and other Anti-Corruption Laws to the Company’s management team.