UDR, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

Adopted February 18, 2021

Introduction

This Code of Business Conduct and Ethics (this "Code") covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all persons associated with UDR, Inc. (the "Company"). All of our directors, officers and employees must conduct themselves in accordance with these principles and seek to avoid even the appearance of improper behavior. This Code should also be provided to and followed by the Company's agents and representatives, including consultants.

If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

Those who violate the standards in this Code will be subject to disciplinary action up to and including termination of employment. Employee conduct not specifically in violation of this Code but which adversely affects or is otherwise detrimental to the interests of the Company, other employees, or customers may also result in disciplinary action. If you are in a situation that you believe may violate or lead to a violation of this Code or is potentially detrimental to the Company, follow the guidelines described in Section 15 of this Code.

1. Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this Company's ethical standards are built. All employees must respect and obey all applicable laws, rules and regulations governing the Company and the operation of its business. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

The Company holds information and training sessions to promote compliance with laws, rules and regulations, including insider trading laws.

2. Conflicts of Interest

A "conflict of interest" exists when a person's private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and their family members by a competitor or persons who do business with or seek to do business with the Company may create conflicts of interest. (It is unlawful for the Company, directly or indirectly, to extend or maintain credit to or for any director or executive officer (or equivalent persons).)

It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. Accordingly, you are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf.

Conflicts of interest and the appearance of impropriety caused by a potential conflict of interest are prohibited as a matter of Company policy, except under guidelines approved by the Company's Board of Directors ("Board"). Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with a supervisor or manager or the Company's Corporate Compliance Officer. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section 15 of this Code.

3. Insider Trading

Employees, officers or directors who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. For more information, please refer to the Company's Insider Trading Policy. If you have any questions, please consult the Company's Corporate Compliance Officer.

4. Corporate Opportunities

Employees, officers and directors are prohibited from taking advantage of their positions in the Company for personal gain and owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. As a result, unless approved by senior management or the Board, no employee or director should:

  • own a direct or indirect interest in any supplier, contractor, subcontractor, customer, competitor or other entity that does business with the Company;

  • own or acquire property knowing that its value is likely to increase as a result of an action the Company is considering;

  • take for themselves opportunities that are discovered through the use of any Company property, information or position;

  • give to others any business opportunity in which the individual knows or should know that the Company would be interested; or

  • perform business activities that may conflict with their ability to devote their full-time efforts to their jobs at the Company.

The guidelines in this Section 4 are not intended to prohibit employees or directors from owning the publicly-traded securities of a corporation with which the Company has dealings orto prohibit employees or directors from owning other security holdings that could not be used to exert influence, whether because of small size or because of the insignificance of the corporation's dealings with the Company. Accordingly, employees and directors may freely own securities traded on a public stock exchange and securities where the aggregate amount owned by the employee or director (or related person) in the corporation providing services to the Company constitutes less than five percent (5%) of the corporation's securities.

5. Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent or inducing such disclosures by past or present employees of other companies is prohibited. Each employee, officer and director should endeavor to respect the rights of and deal fairly with the Company's customers, suppliers, competitors and employees. No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other intentional unfair-dealing practice.

To maintain the Company's valuable reputation, compliance with our quality processes and safety requirements is essential. In the context of ethics, quality requires that our services be designed to meet our obligations to customers. All services must be performed in accordance with all applicable regulations.

6. Gifts and Entertainment

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff, and (5) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts which you are not certain are appropriate.

7. Discrimination and Harassment

Diversity of the Company's employees is a tremendous asset and one which the Company actively embraces. Embracing diversity means respecting visible differences such as age, race, gender, nationality and physical ability, as well as invisible differences such as culture, religion, marital status, sexual orientation, experience and perspective. We are firmly committed to providing equal opportunity in all aspects of employment and absolutely forbid discrimination against any person or harassment, intimidation or hostility of any kind on the basis of race, religion, color, sex, sexual orientation, gender, sexual/gender identity, age, disability, pregnancy, national origin, military or veteran status or any other characteristic protected by applicable law.

8. Health and Safety

The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following and encouraging others to follow safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

9. Record-Keeping

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.

Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller. Rules and guidelines are available from the Accounting Department.

All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conform both to applicable legal requirements and to the Company's system of internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that could be misunderstood. This applies equally to e-mail, internal memos and formal reports. Records should always be retained or destroyed according to the Company's record retention policies. In accordance with those policies, if litigation or a governmental investigation exists or is likely, please consult the Company's Corporate Compliance Officer.

10. Confidentiality

The information gathered and developed in the management and operation of the Company's business is a valuable asset. Some of this information is considered confidential and is not known to the public or the Company's competitors.

For the purposes of this Code, confidential information includes all non-public information and information entrusted to us by suppliers and customers that might be of use to competitors, or harmful to the Company or its customers, if disclosed. Confidential information also includes personally identifiable information received from employees, customers, suppliers and third parties, which if misused could result in identity theft or other fraud.

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UDR Inc. published this content on 18 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 February 2021 22:53:03 UTC.