Insider Trading and Tipping

I. Purpose

The purpose of this policy is to declare the Company's support and compliance with federal securities laws and to prohibit Insider Trading and Tipping by Insiders of the Company worldwide.

II. Definitions

"Insider Trading" occurs when an insider buys or sells shares of the Company's stock on the open market, based on material inside information known by such insider.

An "insider" is a director, officer or any employee of the Company whose job duties entail access to confidential information about the Company, the knowledge of which places that person at an advantage in buying, selling or otherwise trading in the Company's securities.

"Material inside information" is non-public or confidential information concerning the Company that, if publicly known, would be considered important by a reasonable shareholder, or a potential shareholder, in his or her determination whether to buy or sell the stock of the Company or information that could reasonably be expected to affect the price of the Company's stock. Examples of material inside information include a significant acquisition or proceeds from a disposition of the Company's assets or businesses and that are significantly better or worse than expected by the investment community.

"Tipping" is disclosing material inside information to persons outside the Company (including friends and family) or unauthorized employees in the Company to enable such persons to trade in the Company's securities.

III. Policy

  • Securities laws are based on the general concept of a free and fair trading market, which requires that everyone operate under the same amount of information. Insider Trading and Tipping are unlawful and against Company policy and are applicable to all employees worldwide.
  • In the interest of
    • protecting you as an Insider,
    • protecting the Company, and
    • avoiding a potential loss of investor confidence due to Insider trading, Insiders will not be allowed to buy or sell Alamo Group stock within 10 days prior to or two full trading days after an earnings announcement or the announcement of a significant corporate development (i.e., an acquisition) or news release. All Insiders must notify and obtain the approval of the Vice-President of Administration at least ten days prior to any buying or selling transaction.
  • Insider Trading or Tipping can subject the insider to civil penalties of up to three times the amount of profit gained or loss avoided and/or criminal penalties of up to $1,000,000 and/or up to 10 years of jail.


Last updated 11 Mar 2004


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