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Ingles Markets

Code of Ethics for Chief Executive Officer, Senior Financial Officers and Directors

To help our company maintain our commitment to the highest standards of conduct, our Board of Directors has adopted this Code of Ethics for our Chief Executive Officer, senior financial officers and directors to guide and remind them of their responsibilities to Ingles, each other, customers and investors of Ingles, governmental authorities and the general public. Because our business depends on Ingles' reputation and the soundness of our financial records, this Code goes beyond the requirements of law in many cases.

This Code should be interpreted in the context of our Business Ethics Policy applicable to all employees and directors, as well as all applicable laws and other corporate governance and disclosure policies and documents adopted from time to time by our Board of Directors. Because this Code cannot and does not cover every applicable law or provide answers to all questions that might arise, all officers and directors are expected to use common sense when determining whether an action, or inaction, is appropriate, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct.

Purpose Of The Code

The purpose of this Code is to set standards for our CEO, our senior financial officers (including our principal financial officer, principal accounting officer or controller, and persons performing similar functions) and our directors as are reasonably necessary to promote: (i) honest and ethical conduct; (ii) full, fair, accurate, timely and understandable disclosure in the reports and documents that we file with or submit to the Securities and Exchange Commission and in other public communications; (iii) compliance with applicable governmental laws, rules and regulations; (iv) the prompt internal reporting of violations of the Code as provided herein; and (v) accountability for adherence to the Code.

Honest and ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

The avoidance of conflicts of interest includes disclosure as set forth in this Code and our Business Ethics Policy of any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

Due Care

Officers and directors must exercise due care in the performance of their respective duties and responsibilities.

  • Officers and directors are expected to carry out their respective duties and responsibilities with due care and a genuine interest in serving Ingles, our customers and investors, governmental authorities and the general public. Officers and directors are expected to provide quality services in a manner that demonstrates commitment to a level of professionalism consistent with this Code and their respective duties as officers or directors.
  • Officers who are certified public accountants are expected to carry out their duties and responsibilities in a manner consistent with the principles governing the certified public accounting profession, including any guidelines or principles issued by the American Institute of Certified Public Accountants from time to time.

Integrity

Officers and Directors must perform their duties and responsibilities with the highest sense of integrity.

  • Integrity requires officers and directors to perform their duties with honesty, diligence and responsibility and otherwise in accordance with applicable laws. In the performance of their respective duties, officers and directors must not knowingly be a party to any illegal activity or engage in acts that will, or would reasonably be expected to, damage the reputation of Ingles. Integrity requires officers and directors to observe both the form and the spirit of the ethical principles contained in this Code.
  • Officers and directors are expected to follow the principles contained in our Business Ethics Policy in performing their respective duties. Officers and directors have been provided with and are expected to become familiar with and fully comply with the Business Ethics Policy.

Objectivity

Officers and directors must maintain objectivity and must seek to avoid conflicts of interest and subordination of judgment in the performance of their duties and responsibilities.

  • Objectivity requires that officers and directors be impartial and free of conflicts of interest. Officers and directors must not allow their personal gain or advantage to color decisions they make on behalf of Ingles nor should they let others improperly influence their decisions. Officers and directors must not participate in any activity or relationship that would constitute or appear to constitute a conflict of interest.
  • A conflict of interest would generally arise if an officer or director participated in any activity or relationship, directly or indirectly, that may impair or be presumed to impair the officer's or director's objectivity. Conflicts of interest also generally arise in the circumstances described in the Business Ethics Policy.
  • Any officer or director who may be involved in a situation or activity that might be a conflict of interest or give the appearance of a conflict of interest must immediately report such situation or activity to the Chair of the Board's Audit Committee. The Chair of the Audit Committee will confer with the other members of the Audit Committee and advise such officer or director as to whether or not the reported situation or activity is in fact a conflict of interest.
  • In discharging his or her duties to ensure the production of full, fair, accurate, timely and understandable financial statements and other disclosures, each officer and director has a duty to raise any issues he or she may believe exist with respect to the preparation of financial statements or the recording of transactions. Initially, any such concerns should be raised, in the case of an officer, with the officer's supervisor or Ingles' CFO, or, in the case of a director, with the Chair of the Audit Committee. An officer may, if deemed appropriate in such officer's reasonable judgment, instead of raising any such issue to such officer's supervisor or the CFO, raise such issue with the Chair of the Audit Committee.

Competency And Diligence

Officers and directors must perform their duties and responsibilities with competence and diligence.

  • Diligence requires officers and directors to carry out their respective responsibilities and duties carefully, thoroughly and in a timely manner, and to observe applicable technical standards and the ethical principles contained in this Code.
  • Competence requires officers to undertake only those duties and responsibilities for which they have the necessary knowledge, skills and experience, or can reasonably expect to obtain the necessary knowledge, skills and experience through training, supervision or otherwise.
  • The maintenance of competence requires officers to be committed to learning and professional improvement throughout their professional lives.

Preparation Of Financial Statements

Officers must not knowingly make any misrepresentations regarding Ingles' financial statements or any facts in the preparation of Ingles' financial statements, and must comply with all applicable laws, standards, principles, guidelines, rules and regulations in the preparation of Ingles' financial statements.

  • Officers must not knowingly make any misrepresentations regarding any facts in the preparation of the Ingles' financial statements, records or related information, which includes knowingly:
    • (i) making, or permitting or directing another to make, materially false or misleading entries in Ingles' financial statements or records;
    • (ii) failing to correct Ingles' financial statements or records that are materially false or misleading when he or she has the authority to record an entry;
    • (iii) signing, or permitting or directing another to sign, a document containing materially false or misleading financial information; and
    • (iv) allowing information to be incorrectly entered into the financial records of Ingles upon which financial statements will be based.
  • Officers must be scrupulous in their application of generally accepted accounting principles. Officers must not (i) express an opinion or state affirmatively that the financial statements or other financial data of Ingles are presented in conformity with generally accepted accounting principles, or (ii) state that he or she is not aware of any material modifications that should be made to such statements or data in order for them to be in conformity with generally accepted accounting principles, if such statements or data contain any departure from generally accepted accounting principles then in effect in the United States.
  • Officers must follow the laws, standards, principles, guidelines, rules and regulations established by all applicable governmental bodies, commissions or other regulatory agencies in the preparation of financial statements, records and related information. If an officer prepares financial statements, records or related information (such as "Management's Discussion and Analysis of Financial Condition and Results of Operations") for purposes of reporting to such bodies, commissions or regulatory agencies, the officer should follow the requirements of such organizations in addition to generally accepted accounting principles.

Obligation To Ingles' Independent Auditor

Officers must be candid in all dealings with Ingles' independent auditor.

  • In dealing with Ingles' independent auditor, officers must be candid and not knowingly misrepresent facts or knowingly fail to disclose material facts, and must truthfully and completely respond to specific inquiries and requests by Ingles' independent auditor.
  • Officers must not take any action, or direct any person to take any action, to fraudulently or otherwise deceptively influence, coerce, manipulate or mislead Ingles' independent auditor in the performance of an audit or review of Ingles' financial statements for the purpose of rendering such financial statements materially misleading.

Reporting Of Illegal Or Unethical Behavior

Officers and directors must promptly report any conduct or actions by others that do not comply with the law or with this Code.

  • Any officer or director who questions whether a practice is acceptable must promptly report such practice to the Chair of the Audit Committee of the Board or to Ingles' legal counsel, who must report such situation or activity to the Chair of the Audit Committee upon becoming advised of such situation or activity.
  • The Chair of the Audit Committee will confer with the other members of the Audit Committee and advise such officer or director as to whether or not the reported practice is in fact acceptable. The Audit Committee will not be responsible for monitoring or enforcing this reporting of violations policy, but rather each officer and director is responsible for self-compliance with this reporting of violations policy.
  • To the extent possible, as allowed by law, and subject to the confidentiality protections for employees contained in Ingles' policies regarding employee reporting via the Ingles' hotline, reports will be treated as confidential.
  • Ingles may report violations of the law to the appropriate authorities.
  • Each officer will be held accountable for his or her own adherence to this Code. The failure to observe the terms of this Code may result in disciplinary action, up to and including termination of employment. Violations of this Code may also constitute violations of law and may result in civil and criminal penalties.
  • Officers and directors shall not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against any employee or director because he or she reports a violation of this Code. This Code should not be construed to prohibit you from testifying, participating or otherwise assisting in any state or federal administrative, judicial or legislative proceeding or investigation.
  • In addition, a director can also communicate concerns or seek advice with respect to this Code by contacting the Board of Directors though its Chair or the Audit Committee.

Waivers And Amendments Of This Code

No waiver of any provisions of the Code for the benefit of a director or an executive officer (which includes, without limitation, for purposes of this Code, the Ingles' principal executive, financial and accounting officers) shall be effective unless (i) approved by the Board of Directors or, if permitted, a committee thereof, and (ii) if applicable, such waiver is promptly disclosed to Ingles' shareholders in accordance with applicable U.S. securities laws and the rules and regulations of the exchange or system on which Ingles' shares are traded or quoted, as the case may be.

All amendments to the Code must be approved by the Board of Directors or a committee thereof and, if applicable, must be promptly disclosed to Ingles' shareholders in accordance with applicable United States securities laws and the rules and regulations of the exchange or system on which Ingles' shares are traded or quoted, as the case may be.

A copy of this Code, as amended from time to time, shall be posted on Ingles' website, www.ingles-markets.com.

Acknowledgement

I hereby acknowledge that I have read Ingles' Code of Ethics for Chief Executive Officer, Senior Financial Officers and Directors, have become familiar with its contents, will comply with it and have not committed or know of any violations (note any exceptions below).

Name:

Your Signature:

Date:

Exceptions: