Code of Ethics

Ashdod Refinery is a company operating in Israel and internationally, which is committed to the core values ​​of fairness, ethical conduct, integrity and respect for the law in Israel and internationally. In accordance with these principles, the Company conducts its business while adhering to international regulation and maintaining high business ethics. The Company is committed to promoting and maintaining fair and transparent business activity towards all of its stakeholders, employees, customers, business partners and other groups in accordance with the highest ethical and professional standards. As part of these principles, the Company has adopted a compliance program to prevent corruption, money laundering and violations of sanctions and a zero-tolerance policy towards bribery, corruption, conflict of interest and integrity, that undermine fair competition or expose the company to significant risks. In addition, the Company has adopted an internal securities enforcement program, implemented a code of ethics and formulated additional relevant procedures that apply to all Company employees.

Below are the main sections of the Company’s Code of Ethics:

1. Compliance with Laws, Rules and Regulations

The Company is a public company subject to reporting obligations to the Securities Authority and the Tel Aviv Stock Exchange Ltd. Therefore, in any case of doubt regarding the need to report any event, employees are required to act in accordance with the guidelines of the Company’s Internal Securities Enforcement Program and to consult with the Company’s Internal Enforcement Officer.

Furthermore, in light of the Company’s global activity, the Company has adopted a compliance program on the issues of prevention of corruption, prohibition of money laundering and violations of sanctions. The Company is committed to operation in accordance with the highest ethical and professional standards and in accordance with the policy adopted by the Company. The Company undertakes to comply with all relevant laws and regulations for preventing corruption, prohibiting money laundering and violations of sanctions in all countries in which the Company conducts business.

2. Obligations as a Public Company

Since the Company is a public company the securities of which are listed for trading on the Tel Aviv Stock Exchange Ltd., all Company employees must fully comply with the laws applicable to a publicly traded company, and, among other matters, comply with the provisions of the Company’s internal enforcement program.

3. Conflict of Interests

The Company’s policy is to prevent situations that create conflict of interests, whether actual or potential, between the personal interests of employees and managers and the interests of the Company.

Conflicts of interests are prohibited as a matter of Company policy, except in accordance with guidelines as approved from time to time by the Company and/or its managers in accordance with the provisions of the law.

Conflicts of interests are not always clear and unambiguous, so if there is any doubt as to the existence/non-existence of a conflict of interests, the employee must consult with his/her managers. Any employee, supervisor or manager who becomes aware of a conflict of interest, or potential conflict of interest, must bring such matter to the attention of the Company in accordance with the procedures.

4. Business Opportunities of the Company

Employees, officers and directors are prohibited from taking advantage of opportunities that arise through the use of Company property, information held by the Company or any opportunity that arises in the course of their work for the Company without the consent of the Company’s management. No employee may use Company property, information held by the Company, or their position, for the purpose of generating personal profit, and no employee may compete with the Company, directly or indirectly.

5. Prohibition on Use of Inside Information

The use of inside information (as defined by the Company’s Prohibition on Use of Inside Information Procedure) by any of the Company’s employees, for the purpose of carrying out a transaction in a Company security or as advice to others, who may make an investment decision based on such information, is unethical and may even be considered illegal. A Company employee who violates the prohibition on the use of inside information may be subject to penalties in accordance with criminal law or liabilities under civil law, as might the Company itself.

6. Competition and Fair Treatment

The Company and employees must act in accordance with the Economic Competition Law, 5748-1988 (hereinafter: the “Economic Competition Law”). Employees whose positions may involve antitrust issues are responsible for familiarizing themselves with the law and should contact the Company’s legal counsel if questions arise.

The Company seeks to grow and improve its performance in a fair, honest and legal manner. The Company seeks competitive advantages through better performance, but never through unethical or illegal business conduct.

7. Prevention of Money Laundering

The Company acts to prevent and eliminate any action that may be suspected of money laundering.

8. Prohibition of Bribery and Corruption

The Company has a “zero tolerance” policy towards bribery and corruption. We will not offer, give or accept any bribe or other illegal inducement. Employees, consultants, representatives, suppliers, partners and any other party shall not offer to another person on behalf of the Company or for the Company any bribe or other illegal inducement, directly or through third parties.

9. Confidentiality

It is the duty of every employee of the Company to safeguard the trade secrets of the Company, including the identity of its suppliers and customers. It is the duty of every employee not to transmit any information concerning any supplier and/or customer of the Company and any information obtained thereby in the course of his work for the Company. It is prohibited to have commercial and business relations of any kind with suppliers and/or customers of the Company, whether in Israel or abroad, outside the scope of the position at the Company.

Employees must maintain the confidentiality of the confidential documents entrusted to them by the Company or its customers, except when their disclosure is required by law or guidelines or approved by the Company’s legal advisor.

10. Maintenance of Confidentiality in the Work Environment

The Company’s employees and managers are not entitled to use professional secrets or disclose them at any time, whether or not they have expressly committed to doing so. This obligation applies even after the employee’s employment with the Company is terminated, without a time limit.

11. Protection and Proper Use of Company Assets

The use of Company assets, including tangible assets (such as: facilities, money, equipment and information systems) and intangible assets (such as: proprietary information, trade secrets, sensitive business and technical information, computer software, knowledge regarding construction and marketing processes), shall be done in accordance with the rules of conduct specified in this Code and as authorized by the Company’s management. The company’s assets may not be used for personal gain.

Every transaction, depending on its subject matter, scope and nature, requires approval at the appropriate management level and is subject to the approvals required by any law. No undertaking may be made on behalf of the Company to carry out a transaction in the Company’s affairs, assets or property except, through a person authorized for this purpose by the Company and in accordance with the Company’s procedures and signatory rights.  Each employee responsible for the purchase and sale of assets on behalf of the Company, including any person authorized to make commitments on behalf of the Company, must exercise the authority and responsibility provided to him with reasonable discretion and prudence and in accordance with the law and Company procedures, and must not exceed the authorities and powers granted thereto.

12. Work Environment

Employees and directors of the Company may not discriminate against any employee on the basis of race, age, gender, color, sexual orientation, ethnicity, disability, religion, political affiliation, union membership, or marital status with respect to employment and with respect to work practices such as promotions, compensation, access to training, assignment to tasks, pay, benefits, discipline, termination of employment, and retirement. Employees and directors of the Company shall strive for a work environment free from harassment. Officers, directors, and managers may not threaten employees or subject them to harsh and inhumane treatment, including sexual harassment, sexual exploitation, psychological coercion, physical coercion, or verbal abuse. Employees of the Company may not engage in verbal or physical violence, including sexual harassment, against their colleagues, managers, or the Company’s suppliers and customers.

13. Reporting Illegal or Unethical Conduct

Employees are responsible for being aware of and fully complying with the Company’s policies that apply to their activities. Employees are also required to report any suspected misconduct through appropriate management channels and to assist the Company in preventing and correcting such problems. The Company encourages employees to speak to managers or other appropriate employees about any illegal or unethical conduct that has been identified and when in doubt about the best course of action in a particular situation.

Employees who know, or have reason to believe, that other employees are engaging in conduct that violates Company policy should report such to the Company by contacting one of the following: 1) the Internal Auditor; 2) Chairman of the Company’s Audit Committee; 3) The person in charge of internal enforcement at the Company.

Inquiries can be made openly or anonymously. The Company undertakes to handle inquiries discreetly while maintaining the privacy and confidentiality of the person reporting, to extent possible.

14. Prevention of Sexual Harassment

The Company has adopted and published regulations for the prevention of sexual harassment at work. In any case of suspicion of sexual harassment and/or harassment on a sexual basis in the workplace, action must be taken in accordance with the provisions of these regulations.

15. Fraud and Embezzlement

Embezzlement or fraud are acts that constitute a breach of trust and serious disciplinary offenses, in addition to constituting criminal offenses. The Company will act with full severity in any suspicion of embezzlement or fraud by an employee or manager of the Company.

16. Safety Procedures

Every employee must comply with the Company’s instructions and procedures regarding safety matters and act in accordance therewith. An employee must use all safety and protective equipment operated thereby.  If these means are not proper, he must report such, without delay, to his supervisor and until they are repaired, he must refrain from using the equipment, but rather use alternative equipment provided by the Company.

An employee shall inform his supervisors of any extraordinary event at the workplace and will do all that he is able to prevent damage and danger to himself, others or the Company’s property.