Code of ethics

• Compliance with legal directives including provisions of the law, the regulations and the relevant rules;
• Immediate inwards reporting of any violation of the instructions in this Code;
• Responsibility for upholding the instructions in this Code;

This being said, the directives of this Code shall not infer any right whatsoever to any third party whatsoever. This includes shareholders, directors, a manager or employee of Delek or of any of its subsidiaries, and anyone entering into business interactions with Delek, including suppliers and customers, in case of violation of any one of the directives in this Code.

2. Your Connection to Delek
Conflict of Interests

Although in general You are free to pursue your personal business and several activities outside the Delek context and beyond business hours, this freedom does have its limits and in general You must avoid situations of conflict of interest.

A “conflict of interest” exists, inter alia, when Your personal interests conflict, or may one way or another conflict, or have the appearance of conflict, with Delek’s interests or well-being. Thus for example, a conflict of interest might arise in a case where You take action, or in a case where You have interests which impede Your ability to do Your work for Delek objectively and impartially. Conflict of interest may arise also when You or a family member of Yours receives inappropriate benefits as a consequence of Your role in Delek – whether such benefits are received from Us or from a third party.

Delek Business Opportunities
Without derogating from the aforementioned, You are required to avoid exploiting any opportunities whatsoever to which You have been exposed in Your role at Delek or through the use of Delek’s resources or information for Your personal ends or for the ends of Your relatives or acquaintances, without having obtained advance approval to do so from the authorized entity within Delek. Should an opportunity to do so arise, You are required to serve the Delek business interests, and You are forbidden to be involved in any business that competes with Delek’s business, unless You have received permission from the authorized manager within Delek, in addition to any other authorization required under any law.

Non-Disclosure
Our business and technical information is our property.You are required to safeguard and protect the confidentiality of the information entrusted to You by Delek, its business partners, its customers, suppliers and anyone else in business contact with any of the above. The exception to this rule is instances in which approval has been obtained from the relevant authorized entity, to disclose the information or when this requirement is anchored in law. In a case where the transfer of confidential Delek information has been approved, the said information must be transferred subject to signing of non-disclosure agreement. This applies unless instructed otherwise by the manager in Delek who has the authority in this matter.
What is “confidential” information?

In general, “confidential” information is information that is Delek’s property, and which is not a matter of public record. When You receive a document bearing the heading “Confidential” or “Secret”, You can conclude that it is, to all appearances, secret for us or for our business partners. This being said, confidential or secret information is not always marked as such.

3. Full and Proper Disclosure
Delek is a publicly-traded company, whose stocks are traded at the Tel Aviv Stock Exchange. This means, Inter alia, that we are obliged to notify our stockholders, our potential investors and the general public, of any Material Information or information regarding material events or developments concerning Delek. In addition, we are obliged to disclose any other information as required by law and that our reporting to the Israel Securities Authority, to the Stock Exchange and to the stockholding public, must be accurate and timely.
 We are required to ensure, that the legally-mandated public notices will be brought to the public’s attention in accordance with the legal requirements. You can help us achieve these goals, inter alia, by upholding the following guidelines:

• If You are in charge of preparing our notices to the public, press releases etc., or if You are among those providing information to others involved in this process, You must do Your best to ensure the information as it appears in the releases is complete, proper, precise and understandable.
•Delek’s books and records, including its financial reports, are required to precisely reflect all of our transactions in reasonable detail.
From time to time, Delek appoints spokespersons and charges them with presenting the material information in the media, or with providing responses to significant developments.Directors, executives, officers or employees who are not authorized spokespersons, are not permitted to disclose to the public any Material Information of any kind which is not within the public domain, and they are forbidden to answer questions on any material issue whatsoever, unless asked to do so by an authorized spokesperson. Any question coming from the investor public, must be forwarded to the Chairman of the Board of Directors or the Company CEO or to the Chief Legal Counsel and to the Company Secretary, all in accordance with the circumstances and depending on the type of question.

4. Upholding the Law
Needless to say, all members of the Delek Community are required to scrupulously follow all the laws, regulations and rules applicable in Israel and wherever else around the world, where Delek operates.
This Code does not address all of the laws, regulations and rules applicable to Delek or to You. Nevertheless, ignorant juris non-excused – lack of awareness of the law does not release a person of liability in case of a violation. You are required to keep abreast of the legal directives. This includes the provisions of the law, the regulations, the rules and the regulatory decisions relevant to Your occupation in the Company. This does not mean You need to be a legal expert. It means You ought to be capable of recognizing situations and issues in which legal advice is needed. Whenever in doubt, You must contact the Company’s legal counsel.
Use of Insider Information
In the course of Your employment at Delek, or while You are in contact with it, You may become privy to “significant information that is not in the public domain” concerning Delek. If indeed You come into possession of such information, restrictions apply to You regarding the use of the information for trading in Delek stocks. As a rule, this means You are prohibited from legally trading in Delek stocks, or from providing recommendations based on such information to any other person. This includes family members and acquaintances, unless this information becomes part of the public domain or, if in the fullness of time the information is rendered outdated and worthless.
Should You conduct Yourself in a manner contradicting the legal provisions concerning the use of insider information, both You and Delek could be exposed to severe civil and criminal sanctions. These laws apply even to relatively minor dealings.
Information is not “common knowledge” unless it has been included in a press release issued by Delek or in any other public document. “Material Information” is any information concerning Delek’s (or any of its subsidiaries’) business and interests, which causes, or which can reasonably be expected to cause, a fluctuation in the Delek share price or in its market value or information, which is very likely, that any normal investor will regard as being of importance in deciding on an investment. Examples of Material Information include, inter alia, but not exclusively, large acquisitions Delek will be making, or take-over attempts, financial forecasts or the possibility of signing significant contracts. Should You be in doubt in this respect, please contact and consult with the CEO or our legal advisor before trading or “tipping off” someone.
Bribery and Corruption
Bribery and Corruption are ubiquitous scourges, which potentially undermine governments and impact their economic development. Furthermore, such things obstruct competition in the international and domestic markets.
What is a bribe?

The offering, giving, or receiving of a valuable object, whether directly or indirectly, with the intent to influence discretion in an attempt to obtain or secure an “improper advantage”.
Delek has zero tolerance for any corruption in our dealings with suppliers, customers, automaker employees abroad or government officials.
Who is a government official?

The Company has adopted a broad definition of the term government official so as to include in it any person holding a constitutional, administrative, or juristic status of any kind, whether an appointee or an elected official, and whether or not is serving the government – both directly and indirectly.
A government official, including a member of a political party, and any candidate for a government position of any kind, and any senior office holder, executive, agent or employee of a government-owned entity or of a government-controlled entity.
We expect You to conduct Yourselves with complete transparency and in accordance with the most stringent rules, including consultation and reporting of any knowledge or suspicion of unethical conduct.
In addition, complete and proper documentation must be kept of any matter concerning gifts, hospitality, meals and travel, and observance of Delek’s bookkeeping instructions must be maintained in order to ensure that the expense is indeed justifiable and has been properly recorded.
For further information, see the Delek Motors Policy on Prevention of Bribery and Corruption.

5. Enforcement of this Code
Each Director, Manager and Employee shall be personally responsible for, and committed to, fulfilling the directions of this Code. Delek will take appropriate disciplinary measures in any case in which this Code is violated. These disciplinary measures include, inter alia, but are not limited to, demotion and even dismissal. Disciplinary measures might even be taken against the manager in charge of the violator of the Code, in the event the Company has determined that such person is liable for inappropriate behavior or the failure.
Should You become aware of, or should You be reasonably suspicious, of the existence of a violation of laws, regulations or rules applicable to Delek, or of violation of this Code or of any of Delek’s other policy directives, including evidence of fraud taking place within Your area of the business or in the department in which You are working, and which relates to any Delek employee or representative, it is Your duty to report this information immediately to Your superior or to the relevant VP or to the internal auditor, or to the person in charge of the Code of Ethics, as You see fit.
Should the matter concern bookkeeping, financial oversight or internal auditing, the report on these matters can be made directly to our Auditing Committee. These notifications can be sent by registered (certified) mail addressed to the Audit Committee, at the Company’s headquarters. An employee providing such a report can also do so anonymously and confidentially, however it is mandatory that such reports be identified with the word “Confidential*”. Such reports will be kept secret, subject to the provisions of the law and the provisions of court rulings, should any such be made.Any report submitted must include the facts on which the suspicion is based. The report must be sufficiently detailed to properly make it clear what issues are included in it.The report must be honest, it must include all the details known concerning the suspicions listed therein, including the identities of the individuals being implicated. In case the report includes only accusations and general, baseless claims, the matter might not reach the investigation stage. The abovementioned requirements must be scrupulously followed in cases where the report is being made anonymously, since there might not be a chance, or there might only be a limited possibility, to obtain the information that was not provided from the outset.
Delek’s policy prohibits discrimination, harassment and/or vindictiveness against any employee that has provided information in good faith, or who has provided any other manner of assistance, in any investigation or proceeding related to the matter – whether legal or regulatory.We recommend that any employee believing He has been the victim of discrimination, harassment and/or vindictiveness, report the facts immediately to that employee’s direct superior, directly to Human Resources or to any other member of the Audit Committee or the Internal Auditor. Employees submitting reports in good faith, concerning violations of directives, laws, regulations or rules, or the instructions in this Code, or any other policy directive endorsed by Delek, or reports concerning bookkeeping matters or accounting oversight as described above, to the abovementioned officials, will be protected against any manner of vengeance, such as demotion or dismissal, resulting from submission of the report.

This Code applies to all directors, executives, managers, and employees at Delek.

6. Code of Ethics Supervisor
The Delek Board of Directors has appointed Mr. Yoram Mizrahi (hereinafter: “the Supervisor”) to be in charge of enacting the Code of Ethics in the Company (including in subsidiaries). The Supervisor is at your disposal to provide guidance, training, instruction and advice on all matters concerning proper conduct in accordance with the rules of the Code of Ethics.

Furthermore, for anonymous contacts, the Company’s Internal Auditor can also be contacted – CPA Michael Greenberg, at telephone number 050-7893931 and at the following email – micha@mdspharm.co.il