Ingles Markets

Code of Ethics for Chief Executive Officer and Senior Financial Officers

To help our company maintain our commitment to the highest standards of conduct, our Board of Directors has adopted this Code of Ethics for the Chief Executive Officer and senior financial officers 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 its reputation and the reputation 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, as well as all applicable laws and other corporate governance and disclosure policies and documents adopted from time to time by our Board. Because this Code cannot and does not cover every applicable law or provide answers to all questions that might arise, all officers are expected to use common sense of what is right and wrong, 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 and our senior financial officers 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; and (iii) compliance with applicable governmental laws, rules and regulations.

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 Professional Care

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

  • Officers are expected to carry out their duties and responsibilities with due professional care and a genuine interest in serving Ingles, our customers and investors, governmental authorities and the general public. Officers are expected to provide quality services in a manner that demonstrates commitment to a level of professionalism consistent with this Code.
  • 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 must perform their duties and responsibilities with the highest sense of integrity.

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

Objectivity

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

  • Objectivity requires officers to be impartial and free of conflicts of interest. Officers must not allow their personal gain and advantage to color decisions they make on behalf of Ingles nor should they let others improperly influence their decisions. Officers 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 participated in any activity or relationship, directly or indirectly, that may impair or be presumed to impair the officer’s objectivity. Conflicts of interest also generally arise in the circumstances described in the Business Ethics Policy.
  • Any officer 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 Chairman of the Board’s Audit Committee. The Chairman of the Audit Committee will confer with the other members of the Audit Committee and advise such officer as to whether or not the reported situation or activity is in fact a conflict of interest. The Audit Committee will not be responsible for monitoring or enforcing this conflict of interest policy, but rather each officer is responsible for self-compliance with this policy.
  • In discharging his or her duties to ensure the production of full, fair, accurate, timely and understandable financial statements and other disclosures, an officer 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 with the officer’s supervisor, or the CFO of Ingles. In appropriate situations, including where disagreement exists with such supervisor or the CFO, it would be appropriate for the officer to make his or her concerns known to the Chairman of the Audit Committee.

Competency And Diligence

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

  • Diligence requires officers to carry out their 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”) 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 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 influence, coerce, manipulate or mislead Ingles’ independent auditor in the performance of an audit of Ingles’ financial statements for the purpose of rendering such financial statements materially misleading.

Reporting Of Illegal Or Unethical Behavior

Officers should report any conduct or actions by an officer that do not comply with the law or with this Code.

  • Any officer who questions whether a practice is acceptable must immediately report such practice to the Chairman of the Audit Committee of the Board or to Ingles’ legal counsel, who must report such situation or activity to the Chairman of the Audit Committee upon becoming advised of such situation or activity.
  • The Chairman of the Audit Committee will confer with the other members of the Audit Committee and advise such officer 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 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 for you, your supervisors and/or Ingles.

Waivers Of This Code

Any waiver of this Code may be made only by the Board or a committee of independent members of the Board to which such responsibility has been delegated, and must be promptly disclosed to Ingles’ stockholders.

A copy of this Code 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 and Senior Financial Officers, 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:

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