Introduction

Dealer Tire, LLC creates value by helping original equipment automobile manufacturers design, implement and manage profitable tire programs for their dealerships that, in turn, increase customer satisfaction, customer safety and customer retention. In doing so, our members, customers, suppliers, partners, and associates expect that we conduct our business with the highest degree of integrity and honesty.

We are guided by a set of core values that helps us to keep everyone focused on the right things:

Fairness

Do unto others. Create win-win solutions. Make long-term not short-term decisions.

Personal and Team Accountability

Clear measures that are shared and tied to performance. Authority to match personal accountability. Open-book culture where winners know the rules of the game and the score.

Innovation

Thought leadership and the willingness to take risks and embrace change.

Playing To Win

Teamwork. Passion. Energy. Desire to win, lead and grow.

Underlying our core values is an expectation that all of our partners and associates will conduct themselves in accordance with the highest legal and ethical standards and will not engage in fraud or misconduct.

The following Code of Business Ethics and Conduct (the “Code”) provides guidance to each of Dealer Tire’s associates and partners globally (collectively, “Dealer Tire Associates”) on how to conduct business activities and represent the Company with the highest degree of integrity. While some portions of the Code may be more relevant to certain Dealer Tire Associates than to others, every Dealer Tire Associate should become familiar with the entire Code. Understanding the Code and being fully committed to it is essential to our success.

Code

Honesty

We will be honest and truthful in our dealings and relationships with customers, vendors, fellow associates, or any other person or entity with whom we come into contact during our employment with Dealer Tire.

Obeying the Law

We respect and obey the laws, rules and regulations that apply to our business. If we have any uncertainty regarding what is required by the law, we will seek guidance from our management without delay.

Integrity of Recording and Reporting our Financial Results

We properly maintain accurate and complete financial and other business records, and communicate full, fair, accurate, timely and understandable financial results. We conform both to required accounting principles and Dealer Tire’s system of internal controls and policies.

Competing Ethically

We will be fair in our business dealings, including but not limited to, our dealings with customers, vendors, fellow associates, and competitors. We gain competitive advantage through superior performance. We do not engage in unethical or illegal trade practices.

Avoiding Conflicts of Interest

We avoid relationships or conduct that might compromise judgment or create actual or apparent conflicts between our personal interests and our loyalty to Dealer Tire. We do not use our position with Dealer Tire to obtain improper benefits for others or ourselves. We do not take actions or positions that conflict with the interests of Dealer Tire.

Respecting Diversity and Fair Employment Practices

We are committed to respecting a culturally diverse workforce through practices that provide equal access and fair treatment to all associates on the basis of merit. We do not tolerate harassment or discrimination in the workplace.

Health and Safety

We are committed to making the work environment safe, secure and healthy for all associates and others, and will comply with all applicable laws and regulations relating to health and safety in the workplace.

Protecting Our Assets

We use Dealer Tire property, information (including Dealer Tire’s confidential information), and opportunities for Dealer Tire’s business purposes and not for unauthorized use. We protect the assets of Dealer Tire from theft, carelessness, and waste.

Protecting Confidential Information

We protect the confidential information of Dealer Tire, our customers, our vendors, and our other business partners. Only those with a “need to know ” should have access to confidential information.

Offering or Accepting Gifts, Entertainment, Bribes or Kickbacks

We do not offer or accept gifts or entertainment of substantial value. We do not enter into agreements that provide for unreasonable rates or fees that are not commensurate with the products or services provided. We do not offer or accept any payment, bribe, or consideration, directly or indirectly, from any public official, either elected or appointed, foreign or domestic. To engage in such activity may result in violation of the Foreign Corrupt Practices Act, or other federal, state, local or foreign laws.

Political Contributions

We do not use the funds or assets of Dealer Tire, directly or indirectly, for political contributions, unless approved in writing by Dealer Tire’s Chief Executive Officer. Dealer Tire recognizes that a decision to participate in political activities is an associate’s personal and voluntary decision. Dealer Tire will not limit the personal political activities of its associates or the rights of its associates to make personal contributions to any candidate, political party, or other organization of their choosing.

Reporting Ethical, Legal or Financial Integrity Concerns

A violation of the elements of the Code described above would generally involve a willful or deliberate act, or failure to act, with the intention of obtaining an unauthorized benefit. It does not refer to honest errors or omissions by associates carrying out legitimate functions in the performance of their jobs.

Questions about the Code of Business Conduct and Ethics can be directed to your manager or another member of the management team. Every Dealer Tire manager is required to respond to a question about the Code in an open and non-threatening manner.

If you detect or suspect an ethical concern or a legal or financial violation, including any fraud, accounting, auditing, tax, or recordkeeping matter, you should report the violation immediately with EthicsPoint at www.DealerTire.EthicsPoint.com or 1-855-351-5665.

All reports will receive an appropriate and timely investigation. Dealer Tire will not permit any retaliation against any associate who reports an ethical, legal, or financial concern nor will it discipline any associate for making a report in good faith.