‌展品 19.1

汽車地帶內幕交易政策

1. 介紹

聯邦和州證券法規定，任何人在掌握與該公司有關的重大非公開信息時購買或出售安全性是非法的。這種違法行爲稱爲「內幕交易」，可能會導致民事或刑事處罰。防止內幕交易對維護汽車地帶和汽車地帶員工的聲譽和誠信至關重要。

這項內幕交易政策（政策本政策適用於所有AutoZoners，包括員工、官員和董事會成員（分別稱之爲「董事」）。本政策的目的是促進遵守適用的證券法律，併爲AutoZoners提供關於哪些交易類型是允許的和哪些是不允許的指導。違反本政策可能導致紀律處分，甚至包括立即因故終止僱傭關係。

有關本政策的問題的人應當與AutoZone法律部門聯繫。請參閱本政策第9節。

政策內容

1.介紹

2.概述和關鍵術語

3.適用於所有AutoZoners的政策

4.適用於靜默名單上的AutoZoners的政策

5.適用於CEO團隊和董事會的前審批政策

6.適用於執行委員會和董事會的額外政策

7.違反規定的處罰

8.其他重要政策

9.問題和關注

2. 概述和關鍵術語

內幕交易是什麼？

該術語“內幕交易”指在持有與該安全相關的實質性、非公開信息時購買或出售安全。如果您向購買或出售安全的人披露或「透露」此類實質性、非公開信息，內幕交易也會發生。

“證券”包括股票和債券，但也包括期權、認股權證和類似工具。

本招股說明書中所指的“購買”和“銷售根據證券法，"交易"的定義十分廣泛，涵蓋了包括傳統的現金買入股票交易、股票期權的發放、權證或認購權的行使、認購或其他期權以及任何其他形式的收購或處置。

所謂的信息被視爲“物質性”如果合理的投資者認爲某信息在做出投資決定時非常重要，那麼這就是重要信息。換句話說，重要信息是可能影響一個人決定買入、賣出股票的事情或持有這支安防-半導體的決定可以是正面的也可以是負面的，這取決於具體的事實和情況。

以下是根據特定事實和情況可能被視爲重要信息的清單:

●

財務業績或信息，包括收入、預測或目標；

●

營業收入、每股收益、門店開業、庫存預測或同店銷售增長預期的重大變化；

●

分紅派息或拆股並股；

●

提議的股權或債務發行;

●

重大借款或融資;

●

資產大幅減記或儲備增加;

●

重要資產減值、沖銷或重組

●

獲得或失去重要客戶或供應商；

●

公司、競爭對手或者原材料供應商的破產或流動性問題或發展；

●

債務評級變動；

●

獨立註冊的外部會計師事務所變更；

●

會計方法或政策變更可能會產生重大影響；

●

產品存在重大缺陷、修改或召回；

●

即將發生或有可能發生的併購、收購、出售資產、購買資產或其他交易，即使討論尚屬初步階段；

●

重要子公司的出售；

●

高管層、董事會或控制權發生重大變動；

●

網絡安全概念事件涉及重大業務中斷或未經授權訪問數據；

●

重大環保母基事件；和

●

重大的法律或監管發展。

信息“ 非公開如果信息不是一般已知或對公衆可獲得，則被視爲私密信息。爲了被視爲公開信息，該信息必須由公司以一種使所有投資者一般可獲得的方式廣泛傳播，通常通過新聞發佈、向證券交易委員會（SEC）提交的文件或高級管理人員發佈的廣泛傳播性聲明。SEC或一位高級管理人員發佈的廣泛傳播性聲明。市場應給予截至隨後一天的時間來充分接收和對此類非公開信息做出反應。

誰適用於這一政策和這些規則？

符合條件的期權它包括私人公司或市政當局等實體的官員、董事和僱員。此外，如果一個人與實體在特殊的機密關係中進入，因爲實體的目的而獲得信息，他或她也可以是「臨時內幕人員」。” 是指持有內幕、未公開信息的任何人。內部人士可以是公司的高管、董事、員工，也可以是獨立承包商、核數師、律師等。

“小費” 發生在持有內幕、未公開信息的人向另一個人分享這些信息，後者利用該信息買入或賣出證券。透露內幕信息對你（內部人士）和他人都是違法行爲。和根據這些規定，如果您的直系家屬、個人家庭成員或您控制的實體進行交易，您可能會因此而承擔責任，並可能違反本政策和適用法律。

3. 適用於所有AutoZoners的政策

禁止內幕交易

持有關鍵、非公開信息時，禁止交易汽車地帶證券。沒有任何主管、董事或AutoZoner可以在持有關鍵、非公開有關汽車地帶的信息時購買或出售任何類型的汽車地帶證券。

持有關鍵、非公開有關該公司信息時，禁止交易其他公司的證券汽車地帶員工在履行日常業務職能過程中可能會獲知其他方，例如供應商等的重要非公開信息。在掌握這些重要非公開信息時交易該公司證券是被禁止的。

內部消息外泄是被禁止的. 沒有董事、董事或汽車地帶員工可以直接或間接向任何人傳達或透露重要的非公開信息，除非基於需要知道的基礎並且只在爲有效業務目的所必需的範圍內。

汽車地帶證券中的衍生品、套期保值和投機交易是禁止的.

衍生品：您不得購買或出售基於汽車地帶的衍生證券，如期權、認股權證、認購權證或汽車地帶證券的其他衍生品。（**這不包括公司授予的獎勵，比如員工股票期權。）沒有：您不得進行旨在對沖或抵消汽車地帶證券市場價值下降的交易。這包括零成本領套、預付變量遠期合約、建立汽車地帶證券的空頭頭寸以及任何其他限制或消除持有汽車地帶證券風險和回報的交易。

對沖交易：您不得進行交易旨在對沖或抵消汽車地帶證券市值下降的交易。這包括零成本領套、預付變量遠期合約、建立汽車地帶證券的空頭頭寸以及限制或消除持有汽車地帶證券風險和回報的任何其他交易。

賣空榜您不得進行AutoZone證券的賣空交易，或者只有在證券市場價格下跌才能獲利的交易。這些包括「對沖銷售」或延遲交付的交易。賣空交易通常涉及同意出售您目前沒有持有的證券。

立即和限價訂單不應使用立即和限價訂單（除下面描述的獲批規則10b5-1計劃下的立即和限價訂單）。與經紀人下達的立即訂單以指定價格出售或購買股票，或者限價訂單會使您無法控制交易的時間。當您了解有關實質性、非公開信息時，由經紀人執行的立即或限價訂單交易可能導致非法內幕交易。

在就業終止後禁止內幕交易。

本政策在您終止與汽車地帶的僱傭關係或其他服務關係後仍適用於汽車地帶證券交易，包括任何養老。這意味着即使與汽車地帶分離後，您在了解重大、未公開信息時，在該信息被充分接受到股市之前，您不得交易汽車地帶證券。

在終止或養老時，只要您不持有重大、未公開信息，您可以在最後一天工作後的第二天交易汽車地帶證券（如果終止或養老在一個開放窗口期發生）。如果您的終止或養老發生在安靜期間（且您受到以下第4節描述的安靜期限制），您將被允許在下一個開放窗口期開始交易汽車地帶證券。

4. 適用於安靜列表上汽車地帶員工的政策

經常可以獲取關於汽車地帶財務業績的重大、未公開信息的汽車地帶員工受限於「安靜期」，在該期間禁止購買或出售汽車地帶證券。「安靜期」也被稱爲「封閉期」或「禁止交易窗口」。

何時是靜默期？

季度靜默期靜默期將會在每個財政季度結束前兩週開始，並且在業績發佈後的全天交易日結束。例如，如果業績在週二上午發佈之前紐約證券交易所在當天開盤後，靜默名單上的AutoZoners 可以在週三買賣股票。

特殊靜默期不時之需，汽車地帶可能會實施特別的、非例行的安靜期，適用於部分持有汽車地帶相關重要非公開信息的員工。這可能是待定的重大交易、高層管理變動、業務趨勢顯著變化或法律或監管事項的結果。在這些情況下，甚至特別的安靜期存在的事實都被視爲重要的、非公開的信息，不應與他人討論。

Who is on the Quiet List?

All members of the Board of Directors, Executive Committee and CEO Team are on the Quiet List and subject to quarterly quiet periods. Additionally, other AutoZoners who routinely have access to material, nonpublic information about AutoZone’s financial performance are also on the Quiet List, such as individuals from finance/accounting, legal, investor relations, internal audit and executive/administrative assistants. Everyone on the quiet list will receive quarterly communication reminders outlining the timing and associated responsibilities during quiet periods.

Types of Transactions

An open market purchase or sale is prohibited during a quiet period. The following table provides guidance on how the quiet period rules apply during certain scenarios.

Prohibited During Quiet Period	Allowed During Quiet Period
● Exercise and Sale of Stock Options (i.e., Cashless exercise).	● Exercise and Hold of Stock Options (i.e., exercise price and taxes are paid in cash by AutoZoner),
● Sale of shares (sale of any shares, including sale of shares held in Employee Stock Purchase Program).	● Purchase of shares in Employee or Executive Stock Purchase Plan (ESPP or XSPP) made through payroll contributions in compliance with the plan.
● Open market purchases of shares.	● Transfers to non-third parties that do not result in any financial benefit or gain to the AutoZoner (e.g. estate planning transfers).
● Gift of shares (i.e., shares gifted to a third party with nothing received in return).

5. Pre-Clearance Policies that apply to the CEO Team and Board of Directors

Any member of the Board of Directors, Executive Committee or CEO Team must pre-clear all transactions in AutoZone securities (transfers, option exercises, gifts, purchases, sales, etc.) with the General Counsel or designee. The purpose of the pre-clearance requirement is to provide assistance in preventing inadvertent violations of this policy, insider trading laws, SEC reporting requirements and other applicable securities laws and to avoid the appearance of impropriety in connection with the purchase and sale of AutoZone securities.

If you intend to buy, sell, transfer or otherwise transact in AutoZone securities, you should submit a pre-clearance request by e-mail to the General Counsel (general.counsel@autozone.com) and indicate relevant details of the transaction (e.g., the number of stock options to be exercised, grant date of options, type of transaction—exercise and hold or exercise and sale, number of shares to be sold / transferred / exercised, etc.). The General Counsel or designee will respond to your request. Unless expressly stated otherwise, approvals of pre-clearance requests are valid for one week. After that time, a new request must be submitted if a trade is still contemplated.

Pre-clearance is not required for purchases and sales of securities made pursuant to Rule 10b5-1 Plans that were adopted in compliance with AutoZone’s Individual Rule 10b5-1 Trading Plans Guidelines, which are attached hereto as Annex A.

6.Additional Policies that apply to the Executive Committee and Board of Directors

Members of the Board of Directors, Executive Committee and certain other officers are subject to the Section 16 of the Securities Exchange Act of 1934, which imposes certain reporting and other obligations relating to transaction in AutoZone securities. As a result, these “Section 16 Persons” are subject to the following additional policies designed to promote compliance with Section 16 and related rules.

Section 16 Reports (Forms 3, 4 and 5). Section 16 Persons must file beneficial ownership reports with the SEC by the second business day following any purchase, sale or gift of AutoZone stock. If AutoZone stock is sold, a Form 144 must also be filed with the SEC no later than the date of the sale. Separate from pre-clearance requirements, Section 16 persons are responsible for notifying the Legal Department immediately after a transaction, transfer or other change in ownership is affected, to allow for timely reporting.

Form 144. A Section 16 Person who sells AutoZone shares must file a Form 144 with the SEC no later than the date of the sale.

Confirming Ownership Information. Section 16 Persons are responsible for confirming the accuracy of their AutoZone share ownership on an annual basis as part of a compliance questionnaire issued by the Legal Department. Section 16 Persons are also responsible for informing the Legal Department of any changes to their share ownership information on a real-time basis (e.g., how brokerage accounts are titled; if shares are transferred to a new account; the creation of trusts to hold shares; etc.). These rules are highly complex and technical, and Section 16 Persons are encouraged to discuss any questions with the Legal Department.

No Opposite-Way Trades within a Six-Month Period. At no time may any Section 16 Person buy-and-sell, or sell-and-buy, AutoZone shares within any rolling six-month period. All profit from a transaction violating this six-month “Short-Swing Profit Rule” shall be disgorged to AutoZone, consistent with the rules of Section 16(b). There is no defense to this rule, and the Section 16 Person is strictly liable.

Margin accounts. Section 16 Persons are prohibited from holding AutoZone securities in a margin account. Assets held in a margin account may be sold by the broker without your consent if you fail to meet a margin call. A margin sale may occur at a time when you are aware of material, nonpublic information or otherwise restricted from trading in AutoZone securities, and therefore, margin accounts are prohibited.

Short Sales. While it is against Policy for any AutoZoner to engage in “short” sales of AutoZone securities (See Section 3 above), Section 16 Persons are prohibited from short sales under Section 16(c) and may face both civil and criminal liability for such violations.

Pledging AutoZone securities is Prohibited. Securities pledged as collateral for a loan may be sold without your consent by the lender in foreclosure if you default on the loan. Because a foreclosure sale may occur at a time you are aware of material, nonpublic information or otherwise restricted from trading, you are prohibited from pledging AutoZone securities as collateral for a loan.

Rule 10b5-1 Trading Plans. A person will not be in violation of the rules or this Policy if such person enters into a written plan, contract, instruction or arrangement in compliance with Rule 10b5-1 under the Securities Exchange Act of 1934 (a “Rule 10b5-1 Plan”) that has been reviewed and approved in advance by the General Counsel. Any Section 16 Person desiring to enter into such a plan should contact the General Counsel for additional guidance on establishing such a plan. All Rule 10b5-1 Plans adopted, modified or terminated by Directors, officers and AutoZoners must be approved by the General Counsel and must comply with the Company’s Individual Rule 10b5-1 Trading Plan Guidelines, which are attached hereto as Annex A.

7.Penalties for Non-Compliance

Penalties for trading on or tipping material, nonpublic information can extend significantly beyond any profits made or losses avoided, both for individuals engaging in such unlawful conduct and their employers. Enforcement remedies available to the government or private plaintiffs under the federal securities laws include:

●

SEC administrative sanctions;

●

Securities industry self-regulatory organization sanctions;

●

Civil injunctions;

●

Damage awards to private plaintiffs;

●

Disgorgement of all profits;

●

Civil fines of up to three times the amount of profit gained or loss avoided;

●

Civil fines for the employer of up to the greater of $2,300,000 or three times the amount of profit gained or loss avoided by the violator;

●

Criminal fines for individual violators of up to $5,000,000 ($25,000,000 for an entity); and/or

●

Jail sentences of up to 20 years.

A violation of this Policy may result in disciplinary action, up to and including immediate termination of employment.

Additionally, violations are not limited to violations of the federal securities laws. Other federal and state civil or criminal laws, such as the laws prohibiting mail and wire fraud and the Racketeer Influenced and Corrupt Organizations Act (RICO) also may be violated upon the occurrence of insider trading.

Note: Recent cases have expanded the courts’ reading of civil liability for insider trading and broadened the SEC’s power to seek civil disgorgement of profits from insider trading violations even when an individual did not personally profit from the illegal trades.

8.Other Important Policies

The AutoZone Code of Conduct contains important information relating to the matters described above. Below is a brief summary, but you are encouraged to read the Code of Conduct for additional details and guidance.

Confidential Information and Unauthorized Disclosure. All Directors, officers and AutoZoners must maintain confidentiality of Company information for competitive, security and other business reasons, as well as to comply with securities laws. These laws also govern the timing and nature of our disclosure of material, nonpublic information to anyone outside the Company. Therefore, only specifically designated representatives of the Company are permitted to discuss Company matters with the news media, securities analysts and investors.

Accurate Books and Records. Section 13(b)(2) of the Securities Exchange Act of 1934 requires public companies to maintain proper internal books and records and to devise and maintain an adequate system of internal accounting controls. The SEC has also adopted rules intended to discourage officers, Directors and other persons with access to Company books and records from taking action that might result in the communication of materially misleading financial information to the investing public.

9.Questions and Concerns

Questions. All AutoZoners are responsible for understanding and complying with this Policy. If you have any questions regarding this Policy, you may contact AutoZone’s General Counsel or designee for more information.

Reporting Concerns. If you know—or even suspect—that insider trading or financial fraud is taking place, you should use one of the below resources to report it.

●	via email: general.counsel@autozone.com

●	via letter: Attn: General Counsel, AutoZone, Inc., Dept. 8074, P.O. Box 2198, Memphis, TN 38101, or 123 S. Front Street, Memphis, TN 38103

●	via online form: Complete and submit an Incident Reporting Form by clicking here. Note: you can access this from any web browser.

●	via phone: Once you dial the toll-free number listed below, choose option 3 for financial fraud.

Country	Toll-Free Numbers
Brazil	0-800-047-5023
China	10-800-852-2158
Germany	0-800-724-6601
India	000-800-050-4337
Mexico	800-062-5344
Taiwan	080-066-8788
Turkey	00-800-44-882-4338
United Kingdom	0-800-023-2073
United States, Puerto Rico and Canada	800-243-7989

You are not required to identify yourself when you make a report and may remain anonymous. If you choose to provide your name, it will be kept confidential to the extent the law allows. AutoZone does not tolerate retaliation, harassment or any kind of discrimination against those who speak up in good faith. Speaking up in good faith means that you report your concerns honestly, thoroughly and timely.

Nothing contained in this Policy limits AutoZoners’ ability to file a charge or complaint with the SEC. Further, AutoZoners have a protected right to communicate with the SEC and to cooperate with any investigation or proceeding that may be conducted, including providing documents or other information, without notice to or approval from AutoZone.

** *‌* *

‌

AutoZone, Inc.

Individual Rule 10b5-1 Trading Plan Guidelines

The Securities and Exchange Commission enacted Rule 10b5-1 (the “Rule”) to give Board members, officers, employees and others who were often in possession of material, nonpublic information greater flexibility to engage in transactions in their company’s stock. If insiders follow the requirements of the Rule, they have an affirmative defense from insider trading liability for trades made under an effective written plan for trading securities (commonly referred to as a Rule 10b5-1 Plan). In each case, such persons must act in good faith with respect to the Plan and not as part of a scheme to evade the prohibitions against unlawful insider trading.

As set forth in the AutoZone Insider Trading Policy (the “Policy”), AutoZone, Inc. (the “Company”) permits its Directors and officers (“Section 16 Persons”) to purchase or sell shares of Company common stock pursuant to a Rule 10b5-1 plan (a “Plan”) under certain circumstances. The Company has adopted the following guidelines (the “Guidelines”) to provide Section 16 Persons with clarity as to what parameters must be followed in order to adopt a Plan. These Guidelines are in addition to, and not in lieu of, the requirements and conditions of the Policy and the Rule. Any questions regarding the Guidelines should be directed to the Senior Vice President, General Counsel & Secretary.

1.Pre-Clearance. All Plans must be submitted in writing and pre-cleared by the Company’s General Counsel. Section 16 Persons are reminded of their obligations under the Company’s Stock Ownership Guidelines and shall ensure they remain in compliance with such guidelines after giving effect to the proposed Plan.

2.Plan Adoption and Certification. All Plans must be entered into during an open trading window and when the Section 16 Person is not in possession of any material, nonpublic information. At the time of adoption of the Plan, the Section 16 Person must certify as a representation in his or her Plan that he or she (a) is not aware of any material, non-public information and (b) is adopting the Plan in good faith and not as part of a plan or scheme to evade the prohibitions of the Rule.

3.Plan Format. All Plans must be in writing and must either (a) expressly state the amount, price and dates on which transactions may be executed, (b) provide a written formula for determining amounts, prices and dates or (c) delegate discretion on those matters to an independent third-party who is not aware of any material, non-public information. Plans must not allow the Section 16 Person to exercise any subsequent influence over how, when or whether to effect trades in AutoZone securities under the Plan.

4.Cooling-Off Period. After the adoption of a Plan, no trades may be commenced under the Plan until the later of: (i) 90 days following adoption or modification of the Plan or (ii) two (2) business days following the disclosure of the Company’s financial results on Form 10-Q or Form 10-K for the fiscal quarter in

which the Plan was adopted or modified, subject to a maximum of 120 days after adoption of the Plan (the “Cooling-Off Period”).

5.Multiple Plans. Section 16 Persons may enter into multiple Plans, provided such Plans do not overlap; trading under the later-commencing Plan may not begin until all trades under the initial Plan are completed or the Plan has expired by its terms. An exception to the foregoing restriction may be granted for Plans governing sell-to-cover transactions, subject to compliance with the Rule. Note that only one “single-trade” Plan may be adopted during any consecutive 12-month period.

6.Trades Outside of the Plan. Once a Plan is established, Section 16 Persons may transact in securities that are not subject to the currently existing Plan. Such transactions continue to require pre-clearance and be subject to the Policy. Under no circumstances will opposite-way open market transactions be permitted.

7.Plan Duration. The minimum duration of a Plan is six months, and the maximum duration is two years.

8.Early Terminations. The early termination of a Plan could affect the availability of the Rule’s affirmative defense for prior Plan transactions if it calls into question whether the Section 16 Person is acting in good faith with respect to the Plan and whether the Plan was entered into in good faith and not as part of a plan to avoid the insider trading rules. Because of this risk, early terminations are strongly discouraged. In the event a Section 16 Person determines to terminate a Plan early, every effort should be taken to terminate the Plan during an open window. Early termination of a Plan during a quiet period requires extenuating circumstances and is subject to pre-clearance by the Company’s General Counsel (or his or her designee). In the event a Section 16 Person early terminates his or her Plan, such Section 16 Person (a) will be subject to the applicable cooling-off period for any subsequent Plan, and (b) may be (i) prohibited from adopting future Plans, (ii) prohibited from transacting in securities outside of a Plan, or (iii) subject to other restrictions at the sole discretion of the Company’s General Counsel.

9.Modifications. As provided in the Rule, any modification or change to the amount, price or timing of the purchase or sale of the securities underlying a Plan (including the substitution or removal of a broker that directly or indirectly results in a modification or change to such terms) is deemed (x) a termination of the existing Plan and (y) the adoption of a new Plan, each of which are subject to the applicable requirements of these Guidelines.

10.Brokers and Broker Reporting. Plans involving the exercise and sale of stock options must be entered into with the Company’s designated broker or other pre-approved broker; and all other Plans may be entered into with a broker of the Section 16 Person’s choice. Each Plan must require the broker counterparty to promptly report to the Company’s designated representative the details of every transaction executed under a Plan, but in any event, such detail shall be provided no later than one business day after the execution date.

11.Public Disclosure of Plan Transactions. To the extent required by SEC rules, the Company will disclose in its periodic reports (i.e., Form 10-Qs and Form 10-Ks) the adoption or termination of a Plan by any Section 16 Person during the last completed quarter, including a description of the material terms of such a Plan, other than terms with respect to price. Additionally, transactions executed pursuant to a Plan will be indicated as such by footnote on the Section 16 Person’s Form 4.

Individual Responsibility. A Plan does not relieve Section 16 Persons from their obligations to comply with the requirements of applicable securities laws, including the requirement to file any applicable notices and reports accurately and on time. Furthermore, notwithstanding any pre-clearance or termination of a Plan, the Co