Anti-Trust 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 competes vigorously, fairly, and in compliance with all antitrust and related laws. The Company is committed to a competing lawfully and to establishing internal systems and controls to support compliance with the letter and the spirit of all applicable antitrust laws, including but not limited to the Sherman Act, Clayton Act, Federal Trade Commission Act, and Robinson-Patman Act, as well as other local, state and foreign laws and regulations.

This Antitrust Policy & Compliance Guide (the “Policy”) is intended to be supplemented by training of the Company’s employees and agents.

1. Policy

The Company will comply fully with all U.S. and international antitrust laws applicable to its operations. The Company will not condone or tolerate a violation of the antitrust laws by any employee, nor does any director, officer, employee, or agent have authority to sanction or condone such a violation. 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.

2. Price Fixing

Antitrust laws prohibit agreements that unreasonably restrain competition, including price fixing and market allocations. Illegal agreements among competitors to set prices are the most obvious examples of these violations. Parties engaging in such activities are normally prosecuted criminally and aggressively by the government. Other agreements considered to be price fixing are agreements between competitors about how much they will produce or sell, to whom they will sell, and the terms and conditions of such sales, including credit terms, promotional incentives, and other factors that have in impact on price.

To avoid an appearance of collusion or improper conduct, Company employees and agents must never engage in public or private, oral or written contracts, discussions, or agreements with an actual or potential competitor, including for the purpose of “signaling” an actual or potential competitor, about the following matters:

(A) Pricing policies, discounts, margins, rebates, and other terms and conditions of sale;

(B) Pricing practices or trends of suppliers, wholesalers, distributors, or customers;

(C) Projected profits, profit margins, market shares, or product concentrations within an identified market; or

(D) Costs and projected costs.

3. Market & Customer Allocations

Antitrust laws prohibit competitors from agreeing that one of them will not sell in a particular area or to a particular customer that they both can presently serve. Agreements among competitors to allocate markets, customers, product lines, or business opportunities are antitrust violations because they reduce or eliminate price competition.

Legal advice is needed whenever the Company contemplates entering into an agreement with a competitor. Intellectual property licensing agreements, joint ventures, and other collaborations with competitors or potential competitors can sometimes raise these issues in ways that are not obvious.

4. Competitor Collaboration

Communications with competitors can inadvertently result in antitrust violations if the discussion touches on prohibited subject matter, such as prices, discounts, warranties, costs, margins, profits, territories, or customers. To ensure this does not occur, Company employees and agents should adhere to the following:

(A) Limit discussions with competitors to the immediate subjects for which the meeting was convened, e.g., specific buy/sell agreements or broader trade association contacts.

(B) Immediately leave any meeting, event, or social gathering where any forbidden subjects are discussed, announcing the reason for departing so that others present will take notice, and immediately report any such incidents to the Company’s management team.

(C) When participating in a trade association meeting or event, be particularly careful not to discuss sensitive topics. One such way is to ensure that all discussions are well documented.

(D) Do not participate in any meeting of a trade association or professional society that does not have a stated agenda, or engage in any discussions beyond those included in the agenda.

5. Retail Price Controls

Antitrust laws prohibit the Company from entering into agreements or understandings with distributors about the prices that the distributor will charge it customers. The Company can suggest retail prices to distributors, or even announce that it will not sell to distributors that discount below suggested retail prices, but the Company cannot set retail prices for distributors.

6. Discriminatory Pricing

Antitrust laws prohibit the Company from discriminating with respect to price, discounts, or allowances among similarly-situated and competing customers. Discounts must be made available to all customers. The rules governing discriminatory pricing are complex. Some of such rules are set forth below:

(A) Antitrust laws prohibit price discrimination as between distributors and resellers that are in competition with each other, meaning that they sell:

(i) at the same functional level, i.e., wholesale, retail, etc.;

(ii) in the same geographic market;

(iii) during the same time period; and

(iv) the same goods.

(B) The Company has an obligation under the antitrust laws to:

(i) inform all of its competing resellers of the terms of its available promotional plans;

(ii) inform all of those resellers of their right to participate in the plan; and

(iii) offer a plan with sufficient alternatives so that all competing resellers have the ability to participate, regardless of their size or the volume of their purchases.

(C) The Company can sell to similarly-situated and competing customers at different prices if the discount:

(i) is made in good faith to meet an equally low price or offer by a competitor;

(ii) is equivalent to the actual savings in cost manufacture, sale, or delivery that the manufacturer realizes when dealing with the favored purchaser;

(iii) constitutes a reasonable reimbursement for the cost of the marketing services or functions performed by the favored reseller for the manufacturer; or

(iv) all competing resellers are made aware of the discount, as well as the terms on which it is available, and all or virtually all of the manufacturer’s competing resellers can, as a practical matter, qualify for the discount.

Company employees and agents should seek out guidance whenever they are concerned that the Company is selling to similar distributors at different prices.

7. Consequences of a Violation.

A violation of the antitrust laws can be a serious crime. Individuals convicted of antitrust violations could face jail terms and substantial fines. The Company can also be prosecuted for the wrongful conduct of individuals, even when they act contrary to instructions. In addition, private parties injured in their business or property by an antitrust violation may recover in a civil action up to three times the amount of damages actually suffered. Antitrust litigation is burdensome, expensive, and time-consuming for all concerned, even if the outcome ultimately is favorable. Because the antitrust laws are so important and the consequences of violation are so serious, this Policy must be strictly observed.

8. 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 risk of antitrust violations 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 and the antitrust laws, (ii) counseling and advising every business unit, division and company comprising the Company regarding issues that raise concerns under any antitrust laws, (iii) evaluating the legality of proposed facilitating payments, promotional expenses, and contributions to charities and political parties or candidates, and (iv) evaluating and approving additional procedures adopted pursuant to this Policy.

(C) It is the individual responsibility of each director, officer, employee, and agent to (i) comply with this Policy and the antitrust laws, (ii) participate in training as directed, (iii) ensure that subordinate employees and agents of the Company obtain training necessary to recognize the kinds of business activity or transactions that may involve or run afoul of any applicable antitrust law or regulation, and (iv) raise concerns regarding this Policy or the antitrust laws to the Company’s management team.