‌展品 19.1

汽车地带内幕交易政策

1. 介绍

联邦和州证券法规定，任何人在掌握与该公司有关的重大非公开信息时购买或出售安全性是非法的。这种违法行为称为“内幕交易”，可能会导致民事或刑事处罚。防止内幕交易对维护汽车地带和汽车地带员工的声誉和诚信至关重要。

这项内幕交易政策（政策本政策适用于所有AutoZoners，包括员工、官员和董事会成员（分别称之为“董事”）。本政策的目的是促进遵守适用的证券法律，并为AutoZoners提供关于哪些交易类型是允许的和哪些是不允许的指导。违反本政策可能导致纪律处分，甚至包括立即因故终止雇佣关系。

有关本政策的问题的人应当与AutoZone法律部门联系。请参阅本政策第9节。

政策内容

1.介绍

2.概述和关键术语

3.适用于所有AutoZoners的政策

4.适用于静默名单上的AutoZoners的政策

5.适用于CEO团队和董事会的前审批政策

6.适用于执行委员会和董事会的额外政策

7.违反规定的处罚

8.其他重要政策

9.问题和关注

2. 概述和关键术语

内幕交易是什么？

该术语“内幕交易”指在持有与该安全相关的实质性、非公开信息时购买或出售安全。如果您向购买或出售安全的人披露或“透露”此类实质性、非公开信息，内幕交易也会发生。

“证券”包括股票和债券，但也包括期权、认股权证和类似工具。

本招股说明书中所指的“购买”和“销售根据证券法，"交易"的定义十分广泛，涵盖了包括传统的现金买入股票交易、股票期权的发放、权证或认购权的行使、认购或其他期权以及任何其他形式的收购或处置。

所谓的信息被视为“物质性”如果合理的投资者认为某信息在做出投资决定时非常重要，那么这就是重要信息。换句话说，重要信息是可能影响一个人决定买入、卖出股票的事情或持有这支安防-半导体的决定可以是正面的也可以是负面的，这取决于具体的事实和情况。

以下是根据特定事实和情况可能被视为重要信息的清单:

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财务业绩或信息，包括收入、预测或目标；

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营业收入、每股收益、门店开业、库存预测或同店销售增长预期的重大变化；

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分红派息或拆股并股；

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提议的股权或债务发行;

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重大借款或融资;

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资产大幅减记或储备增加;

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重要资产减值、冲销或重组

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获得或失去重要客户或供应商；

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公司、竞争对手或者原材料供应商的破产或流动性问题或发展；

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债务评级变动；

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独立注册的外部会计师事务所变更；

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会计方法或政策变更可能会产生重大影响；

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产品存在重大缺陷、修改或召回；

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即将发生或有可能发生的并购、收购、出售资产、购买资产或其他交易，即使讨论尚属初步阶段；

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重要子公司的出售；

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高管层、董事会或控制权发生重大变动；

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网络安全概念事件涉及重大业务中断或未经授权访问数据；

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重大环保母基事件；和

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重大的法律或监管发展。

信息“ 非公开如果信息不是一般已知或对公众可获得，则被视为私密信息。为了被视为公开信息，该信息必须由公司以一种使所有投资者一般可获得的方式广泛传播，通常通过新闻发布、向证券交易委员会（SEC）提交的文件或高级管理人员发布的广泛传播性声明。SEC或一位高级管理人员发布的广泛传播性声明。市场应给予截至随后一天的时间来充分接收和对此类非公开信息做出反应。

谁适用于这一政策和这些规则？

符合条件的期权它包括私人公司或市政当局等实体的官员、董事和雇员。此外，如果一个人与实体在特殊的机密关系中进入，因为实体的目的而获得信息，他或她也可以是“临时内幕人员”。” 是指持有内幕、未公开信息的任何人。内部人士可以是公司的高管、董事、员工，也可以是独立承包商、审计师、律师等。

“小费” 发生在持有内幕、未公开信息的人向另一个人分享这些信息，后者利用该信息买入或卖出证券。透露内幕信息对你（内部人士）和他人都是违法行为。和根据这些规定，如果您的直系家属、个人家庭成员或您控制的实体进行交易，您可能会因此而承担责任，并可能违反本政策和适用法律。

3. 适用于所有AutoZoners的政策

禁止内幕交易

持有关键、非公开信息时，禁止交易汽车地带证券。没有任何主管、董事或AutoZoner可以在持有关键、非公开有关汽车地带的信息时购买或出售任何类型的汽车地带证券。

持有关键、非公开有关该公司信息时，禁止交易其他公司的证券汽车地带员工在履行日常业务职能过程中可能会获知其他方，例如供应商等的重要非公开信息。在掌握这些重要非公开信息时交易该公司证券是被禁止的。

内部消息外泄是被禁止的. 没有董事、董事或汽车地带员工可以直接或间接向任何人传达或透露重要的非公开信息，除非基于需要知道的基础并且只在为有效业务目的所必需的范围内。

汽车地带证券中的衍生品、套期保值和投机交易是禁止的.

衍生品：您不得购买或出售基于汽车地带的衍生证券，如期权、认股权证、认购权证或汽车地带证券的其他衍生品。（**这不包括公司授予的奖励，比如员工股票期权。）没有：您不得进行旨在对冲或抵消汽车地带证券市场价值下降的交易。这包括零成本领套、预付变量远期合约、建立汽车地带证券的空头头寸以及任何其他限制或消除持有汽车地带证券风险和回报的交易。

对冲交易：您不得进行交易旨在对冲或抵消汽车地带证券市值下降的交易。这包括零成本领套、预付变量远期合约、建立汽车地带证券的空头头寸以及限制或消除持有汽车地带证券风险和回报的任何其他交易。

卖空榜您不得进行AutoZone证券的卖空交易，或者只有在证券市场价格下跌才能获利的交易。这些包括“对冲销售”或延迟交付的交易。卖空交易通常涉及同意出售您目前没有持有的证券。

立即和限价订单不应使用立即和限价订单（除下面描述的获批规则10b5-1计划下的立即和限价订单）。与经纪人下达的立即订单以指定价格出售或购买股票，或者限价订单会使您无法控制交易的时间。当您了解有关实质性、非公开信息时，由经纪人执行的立即或限价订单交易可能导致非法内幕交易。

在就业终止后禁止内幕交易。

本政策在您终止与汽车地带的雇佣关系或其他服务关系后仍适用于汽车地带证券交易，包括任何养老。这意味着即使与汽车地带分离后，您在了解重大、未公开信息时，在该信息被充分接受到股市之前，您不得交易汽车地带证券。

在终止或养老时，只要您不持有重大、未公开信息，您可以在最后一天工作后的第二天交易汽车地带证券（如果终止或养老在一个开放窗口期发生）。如果您的终止或养老发生在安静期间（且您受到以下第4节描述的安静期限制），您将被允许在下一个开放窗口期开始交易汽车地带证券。

4. 适用于安静列表上汽车地带员工的政策

经常可以获取关于汽车地带财务业绩的重大、未公开信息的汽车地带员工受限于“安静期”，在该期间禁止购买或出售汽车地带证券。 “安静期”也被称为“封闭期”或“禁止交易窗口”。

何时是静默期？

季度静默期静默期将会在每个财政季度结束前两周开始，并且在财报发布后的全天交易日结束。例如，如果财报在周二上午发布之前纽约证券交易所在当天开盘后，静默名单上的AutoZoners 可以在周三买卖股票。

特殊静默期不时之需，汽车地带可能会实施特别的、非例行的安静期，适用于部分持有汽车地带相关重要非公开信息的员工。这可能是待定的重大交易、高层管理变动、业务趋势显著变化或法律或监管事项的结果。在这些情况下，甚至特别的安静期存在的事实都被视为重要的、非公开的信息，不应与他人讨论。

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:

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SEC administrative sanctions;

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Securities industry self-regulatory organization sanctions;

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Civil injunctions;

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Damage awards to private plaintiffs;

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Disgorgement of all profits;

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

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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;

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

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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.

** *‌* *

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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