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Corporate Governance

It is the policy of UQM Technologies to maintain the highest level of professional and ethical conduct in our business affairs. We place the utmost importance upon our reputation for honesty, integrity and high standards. Our policies reaffirm the importance of these standards, including strict compliance with all laws-federal, state and international-which affect our business.

Our standards are maintained through the actions and conduct of all our personnel. Our employees know that it is their obligation to conduct themselves in a manner that ensures the maintenance of these standards. Our Code of Business Conduct and Ethics are distributed to each employee. Our management is personally committed to the ideas, principles and procedures described in these documents. Our hard-earned reputation for the highest standards of business conduct is of the greatest importance to us.

The Company’s Board of Directors has overall policy responsibility for the effective implementation and execution of our Business Conduct and Ethics. Revisions to our Business Conduct and Ethics Policy may be issued from time to time to reflect expansions or changes in applicable laws and regulations.

Code of Business Conduct and Ethics

Reporting Violations of Business Ethics

The audit committee of our Board of Directors is responsible for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal controls, and auditing matters. All Company employees, and others, are encouraged to report all evidence of activity by a company department or employee that may constitute:

• Instances of corporate fraud;

• Unethical business conduct;

• A violation of State or Federal law;

• Questionable accounting, internal controls, or auditing matters; or

• Substantial and specific danger to any person's health and safety.

Any Company employee who in good faith reports any incidents described above will be protected from threats of retaliation, discharge, or other types of discrimination including but not limited to compensation or terms and conditions of employment that are directly related to the disclosure of such reports. In addition, no employee may be adversely affected because the employee refused to carry out a directive, which in fact, constitutes corporate fraud or is a violation of State or Federal law.

Any person who wants to report evidence of alleged improper activity should contact Donald A. French, Treasurer or William G. Rankin, President at 303-278-2002.

In instances where the person reporting is not satisfied with the response, or is uncomfortable for any reason addressing such concerns to Messrs. French or Rankin, the person reporting may contact any member of the Audit Committee of the Board of Directors. The Company’s Audit Committee members, Ernest H. Drew, Stephen J. Roy and Jerome H. Granrud may be contacted at 303-216-3070.

Persons reporting are encouraged to provide as much specific information as possible including names, dates, places, and events that took place, their perception of why the incident(s) may be a violation, and what action the person reporting recommends be taken. Anonymous written or telephonic communications will be accepted. Persons who choose to identify themselves will receive a reply to their report within 20 working days or as soon as practicable thereafter.