Investor Relations

Summary of Amendments to Code of Business Conduct and Ethics

Summary of Amendments to Code of Business Conduct and Ethics

On October 27, 2011, the Board of Directors of HCP, Inc. (the “Company”) approved amendments to the Company‘s Code of Business Conduct and Ethics (the “Code of Conduct”). The amendments: (i) clarified the manner in which employees and directors may report violations to the Code of Conduct; (ii) revised the identification of potential conflicts of interest for employees and directors, and established a procedure in which certain situations may be approved; (iii) established recusal guidelines for directors involved in interested transactions; (iv) clarified the definitions of “executive officers,” “family members” and “Company’s Spokespersons”; and (v) made certain technical and non-substantive revisions. The foregoing summary of the amendments to the Code of Conduct does not purport to be complete and is qualified in its entirety by reference to the full text of the Code of Conduct, as amended, which is posted at the Investor Relations – Corporate Governance section of our website atwww.hcpi.com.