D INGRIGHT

CODE OF CONDUCT AND ETHICS

INTRODUCTION Table of Contents 1

Following Our Code

Making Good Decisions

Seeking Guidance

Leading by Example

A Message from Our CEO

Denbury Core Values

Promoting Diversity

Preventing Harassment and Violence

Protecting the Environment

Prioritizing Health and Safety

Prohibiting Drugs and Alcohol

Ensuring Quality

Promoting Fair Competition

Protecting Proprietary Information

Safeguarding Our Company’s Assets

Securing Our Systems

Protecting Data

Using Social Media

Waivers

Reference Guide

Final Note

Dealing Fairly

Setting Expectations for Third Parties

Communicating with External Parties

Managing Company Records

Avoiding Conflicts of Interest

Maintaining Financial Records

Participating in Political Activities

Handling Inside Information

Conducting Business Responsibly

DOING RIGHT 4

INTRODUCTION 2 RESPECT 20

EXCELLENCE 22

INNOVATION 26

RESOURCES 31

TEAMWORK 17

INTEGRITY 7

CONDUCTCODE OF

AND ETHICS

DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

INTRODUCTION Message from our CEO

“YOUR COMMITMENT

“

AND THE PRINCIPLES EMBODIED IN THIS

I S A K E Y P A R T O F

T O O U R C O R E V A L U E S

C DE very day, I see multipleexamples of our employeesliving our core values ofIntegrity, Teamwork, Respect, Excellence and

Innovation. I am proud to bepart of a company that alwaysstrives to do the right thing.

Recognizing that "doing the right thing" is a broad statement, and may not be understood by everyone in the same way in every situation, I believe that we need to be crystal clear on what "doing the right thing" means in the most important areas of our business. Helping define what that means led to the development of our Code of Conduct and Ethics. It is a straightforward guide that can help you through challenging situations, providing clarity on the Company's expectations in a variety of circumstances.

Please read it thoroughly, keep it handy as a reference and be sure to ask your supervisor if you find areas that you do not understand.

As we work together to create the path for long-term success at Denbury, it is critically important that we achieve excellence in everything we do.

Your commitment to our core values, and the principles embodied in this Code, is a key part of achieving this excellence.

Fellow Employees,

A MESSAGE FROM OUR CEO

CHRIS KENDALL PRESIDENT AND CEO

2DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

E

ACHIEVING THIS EXCELLENCE

,

,

INTRODUCTION Denbury Core Values

DENBURY

INTEGRITY We act with honesty and integrity without compromising the truth.

We take responsibility for our actions and their consequences.

We act in ways that are ethically sound and represent the highest ethical standards.

We earn the trust of others through our actions.

TEAMWORK We work with those inside and outside of our Company to achieve our objectives.

We take responsibility and owner-ship of our role on the team.

We are accountable to others for our performance as a team member.

We look out for the safety of our peers and for those in the communi-ties in which we operate.

RESPECT We consistently demonstrate respect for each other, the environ-ment and our communities.

We treat each other fairly and respectfully; in ways in which we like to be treated.

We recognize the importance of family in the lives of our employees.

We value and benefit from individual and cultural diversity.

EXCELLENCE We passionately strive to do our best in all aspects of our work and our lives.

We continuously improve; learning from our successes and failures.

We put all of our heart, mind and strength into our work.

We pursue our objectives with a priority on the health and safety of our employees and business partners.

INNOVATION We develop creative ideas that have the potential to change our world.

We encourage creativity and discovery of improvements.

We foster a learning culture.

We search for ways to work more safely and to minimize our environ-mental footprint.

CORE VALUES

3DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

DOING RIGHT Following Our Code

FOLLOWING OUR

CORE VALUESCODEAND OUR

IS

YES. Report any known or suspected violations right away to your manager or another resource listed in the Seeking Guidance section of this Code so that the issue can be addressed. Denbury prohibits any retaliation against anyone for coming forward with a concern or making a good faith report of suspected misconduct, regardless of the outcome.

I OBSERVED A SITUATION THAT I SUSPECT VIOLATES OUR CODE, BUT I’M NOT CERTAIN. SHOULD I REPORT THE MATTER?Q:

A:What Should I Do?

D INGRIGHT

FOLLOWING OUR CODEWe are committed to doing the right thing, and our Code of Conduct and Eth-ics (“Code”), together with all Company policies, serves as our guide. However, because the Code cannot (and does not) address every possible workplace situation or encompass all of Denbury’s policies, it should be used for guidance in making decisions that align with our Core Values. The Code shows us the right way to conduct ourselves and di-rects us to the appropriate place to take our questions or concerns.

By following our Code, we earn and maintain the trust of our employees, each other, equity holders, business partners and the communities where we work. When we follow our Code, we are Doing Right— by each other, by our Company and by the places where we live and work.

Simply put, our Code applies to everyone who works for Denbury, every day, in every location. This includes all Denbury directors, officers and employees. Each of us is expected to know and follow the laws, regulations and Company policies that apply to the work we do. This Code is not something you read one time and forget about. It’s your guidebook to Doing Right. In addition to periodically consulting this Code, you should famil-iarize yourself with all Denbury policies as well as any laws, regulations or con-tracts relevant to your job. Additionally, you should promptly complete all required training assigned to you.

4DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

DOING RIGHT Seeking Guidance

MAKING GOOD DECISIONS When making a decision, ask yourself these four questions. If the answer to all of these questions is “yes,” then you are Doing Right. If you are not sure of the answers, seek guidance from one of the resources available to you.

DOES MY DECISION COMPLY WITH

APPLICABLE LAWS AND REGULATIONS?

IS MY DECISION CONSIS-TENT WITH APPLICABLE DENBURY POLICIES AND

OUR CODE?

WOULD I FEEL COMFORTABLE

EXPLAINING MY ACTIONS AND DECISIONS

TO MY FAMILY AND MY MANAGER?

IS MY DECISION CONSISTENT WITH DENBURY’S CORE

VALUES?

1.

2.4.

3.

IF THE ANSWER IS “NO” TO ANY OF THESE

QUESTIONS, THEN STOP AND SEEK GUIDANCE FROM AN AVAILABLE RESOURCE

SEEKING GUIDANCEYou are expected to bring matters of concern to your manager first. If there are reasons you are uncomfortable doing so or think the issue needs at-tention from a different perspective, you may turn to any of the following resources:

Your manager or the Vice President of your department or region

Your HR Employee Relations Representative

Our Compliance Team: Compliance@Denbury.com

Our Compliance Hotline – 1-844-Doing-RT (364-6478) or DoingRight.Denbury.com

You are required to speak up if you know of or suspect a violation of our Code or the law. Reporting concerns helps our Company solve problems quickly and improve our processes. Importantly, you should never hesi-tate to seek guidance if you are faced with a legal, compliance or ethical issue.

Our commitment to prohibit retaliationDenbury prohibits any retaliation against anyone for coming forward with a concern or making a good faith report of suspected miscon-duct, regardless of the outcome. Re-taliation is a deliberate employment action taken against an employee who makes a report in good faith. Allegations of retaliation are very serious and will be thoroughly in-vestigated. Confirmed allegations of retaliation will result in appropriate disciplinary action, up to and includ-ing termination.

Investigations Our Company will promptly investigate all reported violations of the Code, laws and regulations. To the extent possible, and pursuant to applicable law, reports will be handled confidentially. The Company is committed to conducting thorough investigations and you should not attempt to investigate on your own. Investigations may involve complex legal issues, and acting on your own may compromise the integrity of an investi-gation.

Violations of our Code will not be toleratedAs a condition of employment, you are expected to follow our Code and comply with our policies and the law while conducting Denbury business. Violating our Code, or such policies or the law, may result in disciplinary ac-tion, up to and including termination of employment, depending on the nature and severity of the violation. For example, failing to report improp-er behavior, deliberately making a false report or refusing to cooperate with an investigation will be grounds for appropriate disciplinary action. As this applies to all Denbury directors, officers and employees, any such per-son who is aware of any violation and does not promptly report and correct it may be subject to similar conse-quences. In the case of a violation of law, civil and/or criminal penalties may be imposed by a governmental agency or a court.

Raising issues in a timely and candid way helps to ensure that management has the necessary details to take action.

Silence allows problems as well as violations to continue.

Management relies upon each of us to report concerns in order to correct problems and to learn from them.

5DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

DOING RIGHT Leading by Example

WE ALL SHARE THE RESPONSIBILITY TO LIVE UP TO THE HIGHEST ETHICAL STANDARDS IN ORDER TO CREATE A CULTURE

OF COMPLIANCE AT DENBURY.

It is up to our managers to act as role models and hold others accountable for complying with our Code. Managers can do this, in part, by:

Fostering an open door environment with employees to facilitate the reporting of concerns.

Taking all concerns and reports seriously and handling them appropriately.

Seeking guidance from an available resource when necessary.

Ensuring their employees are properly trained on how to comply with the Code and other applicable Company policies.

Never taking or allowing any retaliatory action against anyone for making a good faith report of a suspected violation of the Code.

As a manager, Doing Right starts with you. Leading by example is the best way to inspire honesty and integrity in others.

LEADINGEXAMPLEBY

6DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

INTEGRITY Avoiding Conflicts of Interest

…WITHOUT COMPROMISING THE TRUTH AND IN WAYS THAT AREETHICALLY SOUND AND REPRESENT THE HIGHEST STANDARDS.

ACTING WITH INTEGRITY MEANS UPHOLDING PRINCIPLED BUSINESS

ETHICS. WE ALWAYS STRIVE TO BE TRUSTWORTHY AND HONEST IN

DEALING WITH OTHERS, BOTH INSIDE AND OUTSIDE DENBURY. WE PUT

OUR COMPANY’S BEST INTERESTS AHEAD OF OUR OWN. WE MAINTAIN CONFIDENCES, AND WE COMPETE FAIRLY BASED ON OUR QUALITY,

SKILLS AND REPUTATION.

INTEGRITYIS ACTING WITH

D INGRIGHT

NO. We should always avoid arrangements that could appear to others to be a conflict of interest. Discounts for personal benefit can have an undue influence on our business decisions.

A VENDOR OFFERED ME FREE OR DISCOUNTED SERVICES THAT HAVE NO BUSINESS PURPOSE IF I APPROVE THEIR BIDS FOR WORK. IS IT OK FOR ME TO ACCEPT THE VENDOR’S OFFER?

Q:

A:What Should I Do?

7DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

INTEGRITY Avoiding Conflicts of Interest

YES. Generally, it’s OK to accept gifts from business partners that are of a nominal value and would not tend to inappropriately influence our business decision.

A SUPPLIER GAVE ME A HAT WITH THEIR COMPANY LOGO ON IT. CAN I KEEP THIS GIFT?Q:

A:

AVOIDINGINTEREST:OFCONFLICTS

Available Resources: CONFLICTS OF INTEREST POLICY

NO. We should avoid accepting business courtesies that represent or appear to represent, a conflict between our personal interests and the best interests of the Company, when dealing with our vendors.

A VENDOR MENTIONED THAT I COULD USE THEIR CONSTRUCTION EQUIPMENT FOR MY PERSONAL PROJECT, AS LONG AS I RETURN IT WITH A FULL FUEL TANK. IS IT OKAY SINCE THE VENDOR OFFERED?

Q:

A:What Should I Do?

AVOIDING CONFLICTS OF INTERESTDenbury’s continued success depends upon our conduct towards the Compa-ny and its assets. Accordingly, we must avoid conflicts of interest between our personal interests and the interests of the Company—and even the appear-ance of such conflicts—in order to uphold integrity in all of our business dealings. This means that business decisions must be made free from any conflict of interest, be impartial and

be based on sound business judgment. Conflicts of interest can arise any time our outside interests, investments or business relationships conflict, or appear to conflict, with our responsibil-ities to Denbury. While it is impossible to identify every situation that might give rise to a conflict of interest, some of the most common conflict of interest scenarios are described in this section. For additional guidance see Denbury’s Conflicts of Interest Policy.

8DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

Is it OK?

INTEGRITY Avoiding Conflicts of InterestAvailable Resources: CONFLICTS OF INTEREST POLICY

Cash or cash equivalents (e.g., gift cards or credit privileges), regard-less of the value.

Free or discounted services that personally benefit you and have no business purpose.

Loans of any kind (except those obtained from commercial lending institutions based on our credit record).

Gifts and entertainment

Occasionally, where permitted by applicable law and Company policies, we may give or receive gifts, entertainment or other business courtesies to foster good-will and build our business relationships. However, we must never accept gifts, favors or entertainment having a value that is reasonably expected to inappro-priately influence or impair our ability to make unbiased decisions on Denbury’s behalf. To avoid the appearance of inappropriate influence, we must disclose any gifts or entertainment in the amounts set forth in the Conflicts of Interest Policy or of a size or nature that could be reasonably expected to influence business decisions or compromise independent judgement. Disclosure shall be made as set forth in the Conflicts of Interest Policy.

If you have questions regarding the propriety of accepting gifts, entertainment or other business courtesies, please seek guidance from available resources.

Similarly, we should not provide or give gifts, favors or entertainment prohibit-ed by our Code, our policies or the recipient’s company policies.

There are also a few categories we should generally avoid when it comes to gifts and entertainment related to current or potential vendors. See Denbury’s Conflicts of Interest Policy for complete list. Examples include:

POSSIBLY, though we should keep in mind that accepting entertain-ment from a particular vendor on a frequent basis may become, or appear to become, a conflict of interest. We should disclose to our manager any offers of entertainment that exceed the amount set forth in the Conflicts of Interest Policy or would impair our business judgment.

A VENDOR FREQUENTLY INVITES ME TO GO FISHING, HUNTING AND GOLFING THROUGHOUT THE YEAR. MAY I GO EACH TIME?Q:

A:

AVOIDINGINTERESTOFCONFLICTS

NO. It is not appropriate to ask a service provider for any gifts, favors or entertainment.

CAN I ASK A SERVICE PROVIDER TO GIVE ME TICKETS TO AN EVENT?Q:

A:Is it OK?

9DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

What Should I Do?

YES. If any of our family members owns or manages a company that does business with Denbury, we need to disclose that relationship to our manager in order to avoid any potential conflicts of interest. Do not hesitate to seek guidance from any resource listed in the Seek-ing Guidance section of this Code.

MY UNCLE RUNS A SMALL COMPANY THAT DOES BUSINESS WITH DENBURY. DO I NEED TO DISCLOSE THIS?Q:

A:What Should I Do?

INTEGRITY Avoiding Conflicts of InterestAvailable Resources: CONFLICTS OF INTEREST POLICY

AVOIDINGINTERESTOFCONFLICTS

Outside involvement

Employment or participation in professional activities outside of Denbury represents a conflict of interest if such activities (1) negatively impact the Com-pany’s business interests, (2) negatively affect the Company’s reputation or (3) interfere with your ability to devote proper time and attention to your respon-sibilities at Denbury.

Financial Interest

Additionally, care should be taken to avoid conflicts of interest arising from personal or family-owned financial interests or investments in oil and gas- related businesses that do business, seek to do business or otherwise compete with the Company.

POSSIBLY. Denbury supports participation in trade associations, profes-sional societies and charities, so long as such outside involvement does not interfere with your work for Denbury. If there is any question, you should seek guidance from your manager or any of the other resources listed in the Seeking Guidance section of this Code.

I AM INVOLVED WITH A PROFESSIONAL ORGANIZATION, AND SOMETIMES I CONDUCT THEIR BUSINESS WHILE AT WORK. IS THAT OK?

Q:

A: NO. We may never work for our vendors or competitors while we are working for Denbury. Our Company relies on us to promote Denbury’s best interests, and providing our service or knowledge to a vendor or competitor would be against Denbury’s interests.

DURING MY DAYS OFF, IS IT OK FOR ME TO WORK FOR ONE OF OUR EXISTING VENDORS?Q:

A:Is it OK?

10DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

What Should I Do?

AVOIDINGINTERESTCONFLICTS

INTEGRITY Avoiding Conflicts of InterestAvailable Resources: a} CONFLICTS OF INTEREST POLICY b} NEPOTISM POLICY c} PURCHASING POLICY d} CORPORATE OPPORTUNITIES POLICY

Whenever there appears to be a conflict of interest, you should

report the violation to your manager or one of the resources listed

in the Seeking Guidance section of this Code. We must never use

Denbury information for personal gain.

I HEARD THAT A CO-WORKER IS ACTIVELY ACQUIRING LEASES

AND ROYALTIES FOR THEMSELVES AND OTHERS IN AN AREA

THAT DENBURY IS WORKING. WHAT SHOULD I DO?

Q:

A:What Should I Do?

Working with family and friends

We must avoid hiring or transferring an individual that creates a reporting relationship, directly or indirectly, between two family members or two people in a romantic relationship. Allegations and perceptions of bias can negatively affect our work envi-ronment. You must disclose any such relationship to an applicable resource as soon as possible.

We must not attempt to influence or put pressure on anyone at Denbury to hire or promote one of our family members or anyone with whom we have a romantic relationship. This is a conflict of interest and is a violation of this Code and Company policy.

Procurement

Similarly, a conflict of interest can arise if we, a family member, affiliate or business partner have a personal stake in a company that is a current or potential supplier, reseller, customer or competitor of our Company. If we are in this situation and are directly involved in supplier selection, we should notify our manager immedi-ately of the potential conflict. It may also be necessary to remove ourselves from the decision-making or approval process. At all times, procurement must be done in the spirit of integrity and in compliance with Denbury’s Purchasing Policy and applicable procedures.

NO. Having a reporting relationship between family mem-bers is not appropriate. Additionally, you should report your manager for exerting influence in an inappropriate way.

MY MANAGER ASKED ME TO HIRE ONE OF HIS FAMILY MEMBERS. IS THAT OK?Q:

A:

Is it OK?

Corporate opportunities

We owe a duty to Denbury to advance its interests whenever possible. As such, we should avoid taking for ourselves (or for the benefit of affiliates, business partners and family members) corporate opportunities that are discovered through our connections at Denbury. Similarly, we may only use company assets for legitimate business purposes.

Indirect Violations

We must not indirectly have any interests or engage in any activity that would violate this code or related policies.

Conduct Tips

Avoid situations that could interfere with your ability to make unbiased decisions on our Company’s behalf.

When there is a conflict of interest with a business partner, do not conduct or initiate Denbury busi-ness with such partner until the conflict is resolved.

Proactively address situations that may put your personal interests or those of a family member in potential conflict with Denbury.

Disclose any situation that could be perceived as a conflict of inter-est to your manager or one of the other resources listed in the Seek-ing Guidance section of this Code

11DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

INTEGRITY Maintaining Financial Records

MAINTAINING FINANCIAL RECORDSOur Company and our equity holders rely on the accuracy of our financial records for understanding our financial results, projecting future growth, making business plans and other investment purposes. Also, our Company is subject to compliance reporting to various government regulators. Therefore, we must always be sure to generate and maintain valid, accurate and complete data in our Company records—including all personnel time keeping, production and expenditures.

Is it OK? NO. We are all responsible for ensuring that transactions

are accurately documented and properly supported. If your manager asks you to do something improper or that you believe to be unethical, contact another resource listed in the Seeking Guidance section of this Code.

MY MANAGER ASKED ME TO RECORD A QUESTIONABLE ACCOUNTING TRANSACTION WITH NO DOCUMENTATION OR EXPLANATION. IS THAT OK SINCE I WOULD BE FOLLOWING MY MANAGER’S DIRECTION?

Q:

A:

Available Resources: BUSINESS AND ACCOUNTING PRACTICES POLICY

TRUSTWORTHYTO BEWE ALWAYS STRIVE

HONESTAND

12DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

Ensure transactions are properly authorized and recorded accurately, completely, in reasonable detail and in a timely manner.

Properly protect Company assets and periodically inventory actual assets to avoid variances.

Double check the accuracy of information submitted.

Do not make any false statements or entries in the financial records of our Company or in any public disclosure, nor in any internal or external correspondence.

Maintain accurate timesheets and expense reports. Don’t exaggerate or underestimate the number of hours worked or the expenses incurred.

Conduct Tips

Financial reporting

The Company is committed to promptly providing our investors and regulators with complete, accurate and understandable information about our business. It is up to each of us to ensure that the financial documents our Company discloses to the public are complete and accu-rate. We all play a role in fulfilling this important duty.

Denbury has also adopted a Code of Ethics for Senior Financial Officers and Principal Executive Officer, which supplements this Code, to ensure the continuing integrity of financial reporting and to protect the interests of its shareholders and all those with which Denbury conducts business.

Internal controls

By following our Company’s system of internal controls, we each help to ensure valid, accurate and complete financial records.

The control activities that you perform are important to Denbury. Our CEO and CFO sign public certifications that our financial information is accurate and that our internal controls are effective. In making these representations, they rely on us to follow our internal control policies and procedures, maintain accurate records and participate with honesty and transparency in control assessments.

Fraud

As a way of protecting Denbury’s reputation for integrity, we share a commitment to preventing detecting and reporting fraud.

If you become aware of any inaccurate, incomplete or fraudulent financial records or financial reporting, immediately report that information to your manager or to any one of the resources listed in the Seeking Guidance section of this Code.

MISCHARACTERIZING COMPANY TRANSACTIONS

HIDING OR STEALING COMPANY FUNDS OR ASSETS

CREATING UNDISCLOSED OR UNRECORDED

ACCOUNTS

EXAMPLES OF

FRAUDULENT

BEHAVIOR

FAILING TO REPORT KNOWN FRAUDULENT

ACTIVITIES

MAINTAINING FINANCIAL RECORDS... ACCURATELY AND COMPLETELY

INTEGRITY Maintaining Financial RecordsAvailable Resources: a} BUSINESS AND ACCOUNTING PRACTICES POLICY b} BUSINESS EXPENSE POLICY

NO. There were no out-of-pocket expenses to reimburse. All expense reports, time cards and other documents must be complete, accurate and represent actual expenditures. We are never permitted to know-ingly enter false, misleading or inaccurate information on Denbury documents. Such statements would be a form of financial fraud.

ON A RECENT BUSINESS TRIP, I STAYED OVERNIGHT WITH AN OLD FRIEND. CAN I REPORT THE EQUIVALENT COST OF A HOTEL ROOM ON MY EXPENSE REPORT FOR REIMBURSEMENT?

Q:

A:Is it OK?

13DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

INTEGRITY Political Activities

NEVER USE COMPANY PROPERTY, FACILITIES, WORK TIME OR FUNDS FOR NON-DENBURY SPONSORED POLITICAL ACTIVITIES.

DENBURY WILL NOT REIMBURSE (EITHER DIRECTLY OR INDIRECTLY) FOR NON-DENBURY SPONSORED POLITICAL CONTRIBUTIONS.

WHEN NECESSARY, SEEK GUIDANCE FROM ANY OF THE RESOURCES LISTED IN THE SEEKING GUIDANCE SECTION OF THIS CODE.

CONTACT WITH GOVERNMENT OFFICIALS, INCLUDING LEGISLATORS, REGULATORS, EXECUTIVE BRANCH OFFICIALS OR THEIR STAFFS.

EFFORTS TO INFLUENCE LEGISLATIVE, REGULATORY OR ADMINISTRATIVE ACTION.

PROVIDING GIFTS OR ENTERTAINMENT TO GOVERNMENT OFFICIALS.

Lobbying

The term “lobbying” covers many kinds of activities, most of which are strictly regulated. You should discuss any lobbying activities in advance with Denbury’s Government Relations department to determine whether disclosure and other rules apply. Denbury will only engage in the political process when legally per-mitted to do so. It is important to note that lobbying activities on behalf of the Company may require disclosure and may be subject to specific rules.

PARTICIPATING IN POLITICAL ACTIVITIESContributions and activities

We support our communities by encouraging you to participate in and contrib-ute to the political activities of your choice. However, such participation should not interfere with your work obligations. You may not engage in personal political activities during paid work hours or when using Company resources because such activities may constitute an illegal political contribution by Den-bury. Our Company will only make contributions to political candidates or cam-paigns as determined and approved by appropriate Denbury personnel.

Lobbying includes:

Available Resources: CONFLICTS OF INTEREST POLICY 14DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM

(364-6478)

INTEGRITY Handling Inside Information

NO. If you buy or sell Company stock while aware of material non-public information, you may be violating securities law. Before you trade, seek guidance on any questions from any of the resources listed in the Seeking Guidance section of this Code.

NO. Giving someone a “tip” is illegal even if you do not personally profit and even if you do not provide the details behind the tip.

I WAS ALREADY PLANNING TO SELL SOME DENBURY STOCK, BUT I JUST LEARNED OF SOME MATERIAL INFORMATION THAT IS NOT AVAILABLE TO ANYONE OUTSIDE OF OUR COMPANY. CAN I STILL MAKE THE TRADE?

I JUST LEARNED THAT OUR COMPANY HAS DECIDED TO ACQUIRE A NEW FIELD THAT HAS NOT BEEN DISCLOSED PUBLICLY. IS IT OK FOR ME TO TELL A FRIEND HE SHOULD BUY SOME STOCK, IF I DON’T PROVIDE DETAILS OF THE ACQUISITION?

Q:

A:

We must never buy or sell stock in any company based on inside information, an illegal practice known as insider trading. “Inside information” is information that is material (meaning that a reasonable investor would consider it important in making a decision about that stock) but is not public knowledge.

We must not buy or sell stock in a company if we have knowledge of inside information about that company.

We must not “tip,” or provide inside information, to another person for his or her financial benefit.

Officers and certain other employees are restricted from trading in Denbury stock during specified lockout periods.

INFORMATIONINSIDEHANDLING

What Should I Do?

Available Resources: INSIDER TRADING POLICY

Is it OK?

Q:

15DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

INTEGRITY Conducting Business Responsibly

NO. Our Code prohibits facilitation payments. Promptly report any such request to a resource in the Seeking Guidance section of this code.

I WAS TOLD I HAD TO PAY EXTRA MONEY DIRECTLY TO A REGULATORY OFFICIAL TO APPROVE OUR PIPELINE. CAN I DO THAT?

Q:

A:

Is it OK?

CONDUCTING BUSINESS RESPONSIBLYAnti-corruption, bribes and kickbacks

We are committed to conducting business with honesty and integrity and to keeping our Company free from the influence and appearance of corruption. We avoid all forms of bribery, kickbacks, facilitation payments and other corrupt practices in all situations, regardless of whether we are interacting with our business partners, government officials or foreign officials.

Bribery is offering or giving something of value in order to further business objectives or receive some other improper business advantage.

A kickback is the return of a sum paid (or due to be paid) in exchange for fostering a business arrangement.

A facilitation payment is a tip or small payment made to a government official in order to expedite the performance of routine government actions, such as issuing permits.

“Government officials” can include employees and others acting in an official capacity at all levels of government organizations, employees of state-owned entities, candidates for public office and political party officials. Prohibitions that apply to government officials also apply to their family members.

Imports and exports of goods, services and information

Although most of our business is domestic, we do sometimes encounter situations in which we need to know how to handle imports:

Import activity such as bringing the goods we purchase from a foreign or external source into the United States, may require us to pay duties and taxes and to submit certain filings.

If you have questions, seek guidance from your manager or any of the other resources listed in the Seeking Guidance section of this Code.

16DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

TEAMWORK Dealing Fairly

NO. When we ask potential vendors to submit bids, we must treat each vendor fairly without favoring one over another.

IS IT OK FOR ME TO ALLOW A VENDOR TO LOOK AT OTHER BIDS BEFORE SUBMISSION OF ITS FINAL BID?Q:

A:

Is itOK?

DEALING FAIRLY We strive to maintain fair and proper relationships with all of our business partners. These partners provide us with the goods, services and technology that contribute to our success. In return, we conduct business honestly and fairly.

We are particularly careful never to engage in commercial bribery. We will not pay or receive a bribe, gratuity or kickback to or from a current or potential customer, supplier or other business partner, including indirect payments to or by agents of these third parties or members of their families. Denbury will not conduct any business that can only be obtained or retained through improper or illegal payments.

…WITHIN AND OUTSIDE OUR COMPANY TOACHIEVE OUR OBJECTIVES.

TEAMWORKCOMMITMENT

TO

TEAMWORK MEANS BEING RESPONSIVE, ACCOUNTABLE AND RELIABLE TO THOSE WE WORK WITH — IN THE OFFICE AND IN THE FIELD AT DENBURY, AND WITH OUR BUSINESS PARTNERS. WE CONDUCT BUSI-NESS FAIRLY, REPRESENT OURSELVES TRUTHFULLY, AND PARTNER WITH

COMPANIES WHO ADHERE TO SIMILAR ETHICAL STANDARDS.

ACCOUNTABILITY

ISD ING

RIGHT

Available Resources:

FAIR DEALING POLICY 17DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

TEAMWORK Communicating with External Parties

COMMUNICATING WITH EXTERNAL PARTIES

Media and investors

We refer all inquiries from the media, securities analysts and other inves-tors to Denbury’s Investor Relations department (972.673.2000 or ir@denbury.com). We must not make disclosures of Company information (e.g., drilling results, production levels or acquisitions) before the Company makes an official public announce-ment. If necessary, you should also make sure third party suppliers or joint interest owners are aware of this policy.

Audits and investigations

Occasionally, our Company is audited by regulatory agencies and internal and external business partners. Audits and investigations help us evaluate and improve our processes, identify any weakness so they may be reme-diated and ensure compliance with established policies, procedures and

laws. We live up to our reputation of integrity by cooperating fully with all audits and investigations. This means we always provide truthful, timely information. We also maintain the integrity of the audit or investigation process by ensuring confidentiality to the extent provided by law.

If you receive notice of litigation or learn of a law enforcement or government agency investigation involving Denbury, you should imme-diately contact the compliance team at Compliance@Denbury.com.

SETTING EXPECTATIONS FOR THIRD PARTIESWe expect our suppliers to provide us with qual-ity goods and services and to conduct their busi-ness in a manner that reflects our core values. We ensure this by conducting due diligence on all business partners and properly monitoring our supply chain. If you have reason to believe that a supplier has failed to provide quality products or services, or has violated our Code, immediately contact your manager or seek guidance from any of the resources listed in the Seeking Guidance section of this Code.

Non-public information, including the results of drilling operations and production, should not be shared. Production performance is confidential and should only be shared within our Company with people who have a need to know.

NO. Refer any media inquiries to Denbury’s Investor Relations department (972.673.2000 or ir@denbury.com).

OCCASIONALLY, I RECEIVE PHONE CALLS FROM OUTSIDE THE COMPANY ASKING THE RESULTS OF A PARTICULAR DRILLING RIG. WHAT SHOULD I DO?

A NEWS REPORTER REQUESTED INFORMATION ABOUT OUR PIPELINE PROJECT. IS IT OKAY TO RESPOND? Q:Q:

A:A:What Should I Do?

Is it OK?

Available Resources: a} COMMUNICATION WITH THE MEDIA AND INVESTORS POLICY b} CONFIDENTIALITY POLICY 18DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM

(364-6478)

NO. If records are related to the subject matter of the litigation, the emails must be saved. You should also contact the Legal department to advise of the existence of such emails, which may be subject to a litigation hold.

IN CLEANING OUT MY EMAIL I FOUND SEVERAL MESSAGES REGARDING AN ONGOING LITIGATION MATTER. THESE EMAILS DO NOT APPEAR TO BE IMPORTANT TO THE SUBJECT OF THE LITIGATION. CAN I DELETE THEM?

Q:

A:

What Should I Do?

Managing Company records

Effectively managing Company records enables us to meet our business needs and ensure our records are available when needed. Efficient records man-agement also helps us comply with all applicable laws and regulations and preserve any relevant documents that might be necessary for audits, investiga-tions or litigation.

FOR MANAGING COMPANY RECORDS AND INFORMATION ACCORDING TO

RESPONSIBLEWE ARE ALL

COMPANY POLICY

TEAMWORK Managing Company RecordsAvailable Resources: RECORD MANAGEMENT POLICY 19DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM

(364-6478)

PROMOTING DIVERSITYOur Company provides equal opportu-nities to all employees and applicants without regard to race, color, religion, gender, pregnancy, national origin or ancestry, age, disability, genetic in-formation, marital status, citizenship, veteran status, membership in the uniform services or any other catego-ry protected by applicable law.

Denbury makes employment-related decisions without regard to any legal-ly-protected status.

Discriminating against anyone because of his or her protected traits is a violation of our Code, Company policies and the law and will not be tolerated at Denbury.

PREVENTING HARASSMENT AND VIOLENCEWe all deserve to be treated with courtesy and respect at all times. Our Company is committed to fostering a respectful work environment, so harassment is prohibited at Denbury. Generally speaking, “harassment”:

Is any form of unwelcome behavior toward another person because of a legally-protected characteristic.

Has the purpose or effect of creating an intimidating, hostile or offensive work environment.

Includes behavior such as unwanted sexual conduct, threats and offensive comments.

If you know or suspect that discrim-ination or harassment has occurred, report the situation immediately by contacting your manager or any of the resources listed in the Seeking Guidance section of this Code.

The Company also prohibits actual or threatened violence at any Denbury workplace or Company-sponsored issue. You must report any such issue immediately to your manager or to one of the resources listed in the Seeking Guidance section of this Code.

RESPECT Preventing Harassment and Violence

Avoid originating or repeating jokes that use a person’s traits as the punch line.

Do not create or forward derogatory or offensive emails.

Refrain from making inappropriate comments about a co-worker’s appearance.

Conduct Tips

Available Resources: a} EQUAL EMPLOYMENT OPPORTUNITY POLICY b} HARASSMENT FREE WORKPLACE POLICY c} VIOLENCE IN THE WORKPLACE POLICY

Denbury prohibits all forms of harassment. Report the situation to your manager, or seek guidance from any of the resources listed in the Seeking Guidance section of this Code.

ONE OF MY CO-WORKERS HAS A NICKNAME FOR ME THAT I FIND VERY INSULTING, AND WHEN I ASKED HIM TO STOP USING IT, HE SAID I HAD NO SENSE OF HUMOR. WHAT SHOULD I DO?

Q:

A:

What Should I Do?

CONSISTENTLY

RESPECTDEMONSTRATING

IS

…FOR EACH OTHER, THE ENVIRONMENT AND OUR COMMUNITIES.

D INGRIGHT

20DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

RESPECT Protecting the Environment

ENVIRONMENTPROTECTING THE ENVIRONMENTWe are committed to protecting the environment out of respect for the communities where we live and work. We endeavor to conduct our operations in a manner that meets or exceeds all applica-ble environmental laws and regulations. We believe that our commitment to environmental stewardship and to being good corporate citizens is the right thing to do.

NO. All spills and leaks of oil, gas, CO2, water and other substances must be properly reported as set forth in the HSE Manual, regardless of the volume.

I NOTICED A SMALL AMOUNT OF OIL ON THE GROUND NEAR THE TANK. IS IT OK NOT TO REPORT IT IF I AM ABLE TO QUICKLY CLEAN IT UP?

Q:

A:

Is it OK?

Available Resources: HSE POLICY AND MANUAL 21DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM

(364-6478)

EXCELLENCE Prioritizing Health and Safety

WE ARE ALL ACCOUNTABLE for the safety of ourselves and others. You should stop the work in a safe manner, speak to the worker to remind them of their responsibility to wear proper safety equipment and report to your supervisor the unsafe work condition. Ensure safe work conditions before resuming operations.

A CONTRACTOR IS WORKING ON DENBURY OPERATIONS WITHOUT WEARING THE APPROPRIATE SAFETY EQUIPMENT. WHAT SHOULD I DO?Q:

A:

What Should I Do?

PRIORITIZING HEALTH AND SAFETYSafety is one of our top priorities. Every job we do and service we perform is worth taking the time to do safely. We must recognize hazards and use the proper tools, equipment and processes to work safely around them.

We are all expected to resolve any safety concerns that are within our control and to report all issues we cannot handle on our own to our manager. Either way, safety concerns should always be resolved before we proceed with any work.

As part of our commitment to working safely, we:

Comply with Denbury’s HSE Policy and Manual

Participate in Denbury’s safety program activities

Maintain an awareness of office and worksite hazards

Operate and maintain our worksites and facilities in a safe condition

Understand and comply with all safety and health laws

Perform each task safely

WE SHOW RESPECT FOR EACH OTHER BY TREATING OTHERS THE WAY WE WANT TO BE TREATED. WE SHOW RESPECT FOR OURSELVES BY KEEPING OUR WORKSPACES SAFE AND FUNCTIONAL. WE SHOW RESPECT FOR THE ENVIRONMENTS AND COMMUNITIES IN WHICH WE WORK BY OPERATING

AS CLEANLY AND “GREENLY” AS POSSIBLE.

Available Resources: HSE POLICY AND MANUAL

PASSIONATELY

EXCELLENCE

IS

STRIVING FOR

…IN ALL ASPECTS OF OUR WORK AND OUR LIVES.

D INGRIGHT

22DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

EXCELLENCE Prohibiting Drugs and Alcohol

For the protection of this co-worker and those around him, you should immediately report the incident to your manager or the HR department.

A CO-WORKER TOLD ME A STORY THAT MADE IT CLEAR THAT HE SOMETIMES DRINKS ALCOHOL AND SMOKES AN ILLEGAL SUBSTANCE WHILE AT WORK. WHAT SHOULD I DO?

Q:

A:

PROHIBITING DRUGS AND ALCOHOLDenbury prohibits the use, posses-sion, distribution, purchase or sale of controlled substances and alcohol while on Company premises, conduct-ing Company business or operating a Company vehicle. In certain cir-cumstances, such as official Denbury events, alcoholic beverages may be served. In those situations, employ-ees are expected to exercise good judgment in their personal consump-tion. However, any person under the influence of alcohol is prohibited from engaging in Company business or operating Company equipment.

It’s also important to make sure that even legal uses of prescription drugs or over-the-counter medications do not keep us from doing our jobs safely and effectively.

Where permitted by law, the Company may conduct searches and test for drug and alcohol use.

What Should I Do?

HEALTHEMPLOYEE

Available Resources: DRUG AND ALCOHOL FREE WORKPLACE POLICY 23DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM

(364-6478)

EXCELLENCE Ensuring Quality

ENSURING QUALITY OPERATIONS AND SERVICESDenbury’s success depends on all of us continuing to ensure quality operations and services.

BE FAMILIAR WITH THE QUALITY STANDARDS AND SPECIFICATIONS THAT APPLY TO THE PROJECTS YOU WORK ON.

ALWAYS FOLLOW CONTRACT SPECIFICATIONS CAREFULLY AND RAISE ANY QUALITY OR SAFETY ISSUES YOU IDENTIFY WITH YOUR MANAGER OR HSE IMMEDIATELY.

2A: B:

WAYS TO ENSURE QUALITY:

EXCELLENCE IS THE STANDARD BY WHICH WE MEASURE OUR ACTIONS. WORKING WITH EXCELLENCE MEANS DELIVERING ON

OUR PROMISES, ENSURING QUALITY AND GETTING THE JOB DONE HONESTLY AND ON TIME. WE STRIVE FOR EXCELLENCE IN OUR

ROLES AS EMPLOYEES AND AS CITIZENS.

24DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

EXCELLENCE Promoting Fair Competition

NO. We must not share another company’s confidential information with Denbury. We are each responsible for protecting our previous employers’ information just as we are responsible for protecting Denbury’s information, even after we leave the Company.

I PREVIOUSLY WORKED FOR A COMPETITOR THAT USED A PROPRIETARY PROCESS THAT WOULD REALLY HELP MY NEW TEAM AT DENBURY. IS IT OK TO SHARE THE INFORMATION?

Q:

A:

Is it OK?

PROMOTING FAIR COMPETITIONFederal and state antitrust laws prohibit anti-competitive behavior and agreements that unreasonably restrain trade or result in monopolies. Denbury is committed to fair competitive practices, meaning we do not:

Engage in illegal practices that would exclude competitors from the marketplace.

Agree with competitors to fix or stabilize prices.

Allocate markets or customers between our Company and our competitors.

Rig bids or tenders.

Agree with others to boycott customers or suppliers.

Appropriate use of competitive information

Understanding what our competitors are doing can be helpful information. It is acceptable for us to gather information about our competitors using any means available to the general public. For example, we can use documents such as press releases and public reports or filings. However, we must never gather this information using fraud, deception, misrepresentation or any other illegal or unethical means.

PROMOTE

FAIRNESS

Available Resources: a} FAIR DEALING POLICY b} COMPLIANCE WITH ANTI-TRUST LAWS POLICY 25DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM

(364-6478)

INNOVATION Protecting Proprietary Information

PROTECTING CONFIDENTIAL AND PROPRIETARY INFORMATIONDenbury policies safeguard our informa-tion assets against theft, unauthorized disclosure, misuse and careless han-dling. We must be especially cautious when using information identified as proprietary or confidential. Such in-formation should not be removed from Company premises unless your job re-quires it and should only be shared with other Denbury employees who have a “need to know.” Additionally, outside parties should only have access to such information if they are under a binding confidentiality agreement.

Similarly, when handling proprietary information entrusted to us by others,

we must always treat it with the utmost care. Such care can protect Denbury from potential liability.

We will comply with all laws, regu-lations and contractual obligations regarding the enforceable intellectual property rights of third parties. We will not knowingly infringe on or misuse the intellectual property rights of third parties.

If you are aware of any failures to pro-tect confidential or proprietary informa-tion, including inadvertent disclosures, immediately notify your manager or seek guidance from any of the resources listed in the Seeking Guidance section of this Code.

IS

...THAT HAS POTENTIAL TO CHANGE OUR WORLD.

INNOVATION

INNOVATION—DEVELOPING NEW AND BETTER WAYS TO EXTRACT MUCH-NEEDED NATURAL RESOURCES—IS AT THE HEART OF WHAT WE

DO AS A COMPANY. WE TAKE PRIDE IN THE PROCESSES WE HAVE DEVELOPED AND THE ASSETS WE HAVE EARNED AND WE BELIEVE OUR

INNOVATION IS WORTH PROTECTING.

FOSTERING AND PROTECTING

D INGRIGHT

Secure notes, documents and other media containing propri-etary information in a safe or locked place.

Limit the number of copies that are made of media or materials that contain proprietary information. Make only as many copies as are absolutely necessary.

Prevent distribution of such media or materials, unless specifically authorized to do so.

Do not discuss proprietary informa-tion in places where those who do not have a business need to know it might overhear, such as airport terminals, public transportation vehicles, restaurants and Company break rooms.

Conduct Tips

Available Resources: a} CONFIDENTIALITY AND PROPRIETARY INFORMATION POLICY 26DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM

(364-6478)

INNOVATION Safeguarding Assets

CASH, CHECKS, DRAFTS

AND P-CARDS

COMPUTER HARDWARE, SOFTWARE,

NETWORKS, EMAIL AND INTERNET

ACCESS

COMPANY TIME

VEHICLESAND FUEL CARDS RECORDS

EQUIPMENT, INCLUDING FAX

MACHINES, COPIERS AND TELEPHONES

LAND AND BUILDINGS

We are all responsible for making sure that Denbury’s assets are protected and used appropriately for legitimate business purposes. This includes:

Our Company has policies in place to prevent any loss, theft or unauthorized use of these assets.

We may not use Denbury assets, funds or property for personal profit.

ANY incident of theft should be immediately reported to your man-ager or any of the resources listed in the Seeking Guidance section of this Code.

I OBSERVED MY CO-WORKER STEALING COMPANY TOOLS. WHAT SHOULD I DO?Q:

A:

What Should I Do?

SAFEGUARDINGASSETS

NO. We may only use our P-Card for business purposes.

I WOULD LIKE TO USE MY P-CARD TO RENT A VEHICLE FOR MY PERSONAL USE. IS IT OK?Q:

A:

Is it OK?

Available Resources: a} ACCEPTABLE USE POLICY b} BUSINESS EXPENSE POLICY c} VEHICLE POLICY

c} TELEPHONE USAGE POLICY c} DATA SECURITY AND VIRUSES POLICY27DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM

(364-6478)

INNOVATION System Security

SECURING OUR SYSTEMSElectronic communications systems greatly aid our day-to-day business. All Denbury electronic communica-tion systems, such as email and voice-mail, are made available to us to con-duct Denbury business. Occasional personal use is permitted as long as it does not interfere with Company oper-ations and does not violate Denbury’s standards of acceptable use. Computer systems, including computer software and information provided by Denbury and loaded on our computers, are Denbury property. These systems are subject to monitoring and review by appropriate, authorized personnel (unless expressly prohibited by law).

Accordingly, we should not have an expectation of privacy in anything created, stored, sent or received on Denbury’s electronic communications systems.

Remember to:

Protect all passwords that provide access to Denbury computer systems or networks.

Only use licensed software or doc-umentation according to licensing agreements and do not duplicate or download programs without authorization from the Company’s Information Services department.

NO. It would be a violation of most software licenses and our Acceptable Use Policy. Denbury’s Information Services department will provide an appropriate solution to those who have a need to work remotely, such as in their homes.

IS IT OK TO COPY SOFTWARE FROM MY OFFICE COMPUTER TO MY HOME COMPUTER SO THAT I CAN WORK FOR OUR COMPANY AT HOME?

Q:

A:

Is it OK?

DO NOT DUPLICATE OR DOWNLOAD PROGRAMS

SECURESYSTEMS

Available Resources: a} PRIVACY POLICY b} ACCEPTABLE USE POLICY 28DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM

(364-6478)

INNOVATION System Security

We will adhere to applicable privacy laws before disclosing, collecting, storing,

using, changing the purpose of or transferring any individual’s medical,

financial or personal information.

PROTECTING

We may only discuss or view personal information that is necessary to do our jobs.

We must not disclose confidential in-formation that violates an individual’s rights.

We use personal information only for the purpose for which it was received or as the law requires.

We are always careful to follow security procedures (e.g., locking doors, wearing ID badges and not sharing passwords).

Conduct Tips

DATA

AS A COMPANY THAT VALUES ITS EMPLOYEES AND BUSINESS PARTNERS, DENBURY IS COMMITTED TO COMPLYING WITH ALL

APPLICABLE PRIVACY LAWS AND WILL AVOID THE IMPROPER OR UNAUTHORIZED USE OF PERSONAL INFORMATION.

Available Resources: a} PRIVACY POLICY b} ACCEPTABLE USE POLICY

Keep in mind the following principles:

29DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

INNOVATION Using Social Media

Denbury has established a Social Media Policy to protect our Company and ourselves.

When using social media, whether outside of or at work unless specifically authorized to do so, you should never post photos, images, videos or audio clips depicting our facilities. You should also never use Denbury logos, trademarks or copyrighted materials without permission. For avoidance of doubt, no employee other than a Denbury spokesperson, shall use social media to disclose Denbury’s confidential or proprietary information or reveal Denbury financial-related information, which would also violate Denbury’s Insider Trading Policy.

Additionally, we should not ask our family members or friends to post content online that we could not otherwise post ourselves as employees of the Company. Electronic messages (such as emails and text messages) are permanent, transfer-able records of our communications and can affect the reputation of our Company.

If you believe that Denbury’s technologies or electronic communications are being, or have been, used inappropriately, notify your manager or seek guidance from any of the resources listed in the Seeking Guidance section of this Code.

OUR INDUSTRY IS HIGHLY REGULATED AND THOSE REGULATIONS INCLUDE RESTRICTIONS ABOUT WHAT OUR COMPANY CAN AND

CANNOT SAY ABOUT ITSELF AND OUR OPERATIONS.

NO. Only authorized individuals are

permitted to publically communicate

the Company’s positions — including

on social media. However, immediately

inform Denbury’s Investor Relations

department about the blog post.

I FOUND A BLOG POST THAT MENTIONS

DENBURY AND I THINK THAT THE WRITER

HAS SOME OF THE FACTS WRONG. SHOULD

I LEAVE A COMMENT CORRECTING

THESE MISTAKES?

Q:

A:

When using social media as a Denbury spokesperson we should:

Obtain authorization from the Investor Relations department or a member of senior management before posting official informa-tion about Denbury.

Follow Company standards in our use of technology.

Remember that the Internet is a public place and we are all responsible for protecting our Company’s confidential information.

Disclose your affiliation with Denbury.

These general guidelines also apply to our suppliers, agencies and others who act on our behalf.

What Should I Do?

NO. We should never use public social media tools to discuss Company information due to information security concerns.

IS IT OK TO COMMUNICATE WITH A CO-WORKER THROUGH A SOCIAL NETWORKING SITE ABOUT THE BUDGET DETAILS OF A PROJECT WE ARE BOTH WORKING ON?

Q:

A:

Is it OK?

USING

Conduct Tips

Available Resources: a} SOCIAL MEDIA POLICY b} ACCEPTABLE USE POLICY c} INSIDER TRADING POLICY

SOCIAL MEDIA

30DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)

THE DENBURY COMPLIANCE HOTLINE

WAIVERSIf you are uncertain whether a particular activity or relationship related to you is improper under this Code, you should disclose it to Denbury’s Compliance Team. A determination will be made by the appropriate level of management whether the situation is acceptable and whether a waiver of this Code will be granted. Any waiver of this Code will be made in writing to you. You may be re-quired to agree to conditions before a waiver or a continuing waiver is granted.

Any waiver of this Code for a director or an executive officer must be made by Denbury’s Board of Directors. Any such waiver will be disclosed to the extent and in the manner required by applicable laws, rules (including any rule of any applicable stock exchange) or regulations. It shall not constitute a violation of this Code if an officer or director makes a disclosure or requests an approval required under this Code after the occurrence of a specific activity or relation-ship so long as (1) the officer or director timely discloses or (2) if approval is required, the activity or relationship is approved (or ratified) in accordance with this Code.

The Denbury Compliance Hotline is a resource available to directors, officers, employees, contractors or any non-Company person to submit any ethical con-cern or violation of the Code. Employees are encouraged to first bring matters to the attention of their managers; however, if you are uncomfortable doing so or think the issue needs additional attention, you can access the Denbury Compliance Hotline.

To protect your confidentiality, the Denbury Compliance Hotline is managed by an independent, third party provider.

The Denbury Compliance Hotline is available 24 hours a day/7 days a week.

You may make an anonymous report; however, disclosing your identity is encouraged, as it will facilitate follow-up questions more efficiently and effectively.

Your identity and personal information is kept strictly confidential and will only be disclosed under certain circumstances as directed by privacy guide-lines, laws and regulations.

The report number and PIN assigned to you allows you to follow up with ad-ditional details.

Your report will be appropriately investigated and, as applicable, reported to the Audit Committee of the Denbury Board of Directors.

REFERENCE GUIDE

REPORTING IS REQUIRED. RETALIATION IS PROHIBITED.

RESOURCES Waivers Reference GuideAvailable Resources: CORPORATE GOVERNANCE POLICIES 31DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM

(364-6478)

1-844-DOING-RT (364-6478)

DOINGRIGHT.DENBURY.COM

RESOURCES Final Note

FINAL NOTEThank you for reading Denbury’s Code of Conduct and Ethics, “Doing Right.” We hope you find it useful in guiding your behav-ior and decisions as you carry out your daily activities at Den-bury. Our legal and ethical obligations cannot be fully defined by any set of written rules. Accordingly, there will be times when the appropriate course of action can only be recognized by acting consistent with our Core Values. Adherence to our core values ensures that we are Doing Right.

Please tell us what you think. We welcome your input on any aspect of this Code or our ethics and compliance- related policies and procedures. Please send your feedback to Compliance@Denbury.com

The version of this Code on DenburyNow (the “Electronic Code”) shall reflect the latest revisions and updates to the Code, as well as links to current and relevant policies and procedures and additional resources. To the extent there are any inconsis-tencies with the terms and provisions of the Electronic Code and any printed hard copy of this Code, the Electronic Code shall control.

Any amendment to this Code shall be made only by the Board of Directors. If an amendment to this Code is made, appropriate disclosure will be made in accordance with legal requirements and the listing requirements of any applicable stock exchange.

32DENBURY COMPLIANCE HOTLINE: 1-844-DOING-RT DOINGRIGHT.DENBURY.COM(364-6478)