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Statement by the Board of Directors of Copenhagen Airports A/S

In respect of the mandatory public tender offer made on 8 December 2017 by Copenhagen Airports Denmark ApS

19 December 2017

Important notice to all shareholders in Copenhagen Airports A/S

No legal or natural Persons are authorized to give any information or to make any representation on behalf of the Board of Directors on the Statement which is not contained herein. If given or made, such information or representation cannot be relied on as having been authorized. The issuance of this Statement shall not under any circumstances imply in any way that there has been no change in the operations or affairs of the Offeror or Copenhagen Airports A/S since the date of this Statement or that the information in this Statement or in the documents referred to herein is correct as of any time subsequent to the date hereof or thereof.

The availability of the Mandatory Tender Offer to Shareholders who are not resident in and citizens of Denmark may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in Denmark should inform themselves of and observe any applicable legal or regulatory requirements of the jurisdictions in which they are resident, as applicable.

The release, publication or distribution of this Statement in jurisdictions other than Denmark may be restricted by law and therefore any Persons who are subject to the laws of any jurisdiction other than Denmark should inform themselves about, and observe, applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other Persons involved in the Mandatory Tender Offer disclaim any responsibility or liability for any violation of such restrictions by any Person. This Statement has been prepared for the purposes of complying with Danish law, including the Danish Securities Trading Act and the Danish Takeover Order and the information disclosed may not be the same as that which would have been disclosed if this Offer Document had been prepared in accordance with the laws of jurisdictions outside of Denmark.

The Mandatory Tender Offer is not directed at Shareholders whose participation in the Mandatory Tender Offer would require the issuance of an offer document, registration or other activities other than what is required under Danish law. The Mandatory Tender Offer is not made, directly or indirectly, in or into or by use of any means or instrumentality (including, without limitation, post, courier, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction and the Mandatory Tender Offer will not be capable of acceptance by any such use, means, instrumentality or facilities from or within any such jurisdiction. Any Person acquiring possession of this Statement is expected and assumed to obtain of his or her own accord any necessary information on any applicable restrictions and to comply with such restrictions.

The Mandatory Tender Offer is made for the shares in Copenhagen Airports A/S, a Danish company with shares listed on Nasdaq Copenhagen. The Mandatory Tender Offer is subject to regulatory and disclosure requirements under Danish law. The Mandatory Tender Offer is not being submitted directly or indirectly, in, into or from Canada, Australia, Japan, or South Africa or any other jurisdiction where to do so would violate the laws in that jurisdiction, and the Mandatory Tender Offer does not apply and cannot be accepted from or within Canada, Australia, Japan or South Africa or any other restricted jurisdiction. Accordingly, copies of this Statement and any accompanying document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from Canada, Australia, Japan or South Africa or any other restricted jurisdiction where doing so would violate the laws in that jurisdiction, and Persons receiving this Statement any accompanying document must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Mandatory Tender Offer by Persons in such jurisdictions.

Notice to United States Shareholders:

The Mandatory Tender Offer is made for the securities of Copenhagen Airports A/S, a Danish listed company. The Mandatory Tender Offer is subject to disclosure requirements under Danish law, which are different from those of the United States. In addition, the Mandatory Tender Offer is made in the United States pursuant to an exemption from certain US tender offer rules provided by Rule 14d-1(d) under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act") and in compliance with Section 14(e) of the US Exchange Act. The Offer is subject to Danish procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. Financial Statements and other financial information regarding Copenhagen Airports A/S included or referred to in this Offer Document have been prepared in accordance with International Financial Reporting Standards (IFRS) which may not be comparable to the financial statements of United States companies. Thus, the financial information relating to Copenhagen Airports A/S included in this Statement and the Offer Document has not been prepared in accordance with generally accepted accounting principles in the United States (US GAAP) and thus may not be comparable to financial information of United States companies whose financial statements are prepared in accordance with US GAAP.

It may be difficult for US Shareholders to enforce their rights and any claim arising out of the US federal securities laws, since the Offeror and Copenhagen Airports A/S are located in a non-US jurisdiction, and some or all of their respective

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officers and directors may be residents of a non-US jurisdiction. US Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The receipt of cash pursuant to the Mandatory Tender Offer by Shareholders who are US taxpayers may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.

In accordance with normal Danish practice and pursuant to Rule 14e-5(b) of the US Exchange Act, the Offeror or its nominees, or its brokers (acting as agents or in a similar capacity), may from time to time make certain purchases of, or arrangements to purchase, Copenhagen Airports A/S shares outside the United States, other than pursuant to the Mandatory Tender Offer, before or during the period in which the Mandatory Tender Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be announced through Nasdaq Copenhagen and relevant electronic media if, and to the extent, such announcement is required under applicable Danish laws, rules or regulations.

You are advised to exercise caution in relation to the Mandatory Tender Offer. If you are in any doubt about any of the contents of this Statement, you should obtain independent professional advice.

This Statement has been prepared in Danish and English. In case of inconsistencies, the Danish language version will prevail.

This Statement contains statements relating to future matters or occurrences, including but not limited to statements on future results, growth or other forecasts on developments and benefits in connection with the Mandatory Tender Offer. Statements herein, other than statements of historical fact, regarding future events or prospects, are forward-looking statements. The words "may", "will", "should", "expect", "anticipate", "believe", "estimate", "plan", "predict", "intend" or variations of these words, as well as other statements regarding matters that are not historical fact or regarding future events or prospects, constitute forward-looking statements. Copenhagen Airports A/S has based these forward-looking statements on its current views with respect to future events and financial performance. These views involve a number of risks and uncertainties, which could cause actual results to differ materially from those predicted in the forward-looking statements and from the past performance of Copenhagen Airports A/S. Although Copenhagen Airports A/S believes that the estimates and projections reflected in the forward-looking statements are reasonable, they may prove materially incorrect, and actual results may materially differ. Copenhagen Airports A/S undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law, rules and regulations.

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INTRODUCTION ... 6
1.1 The Mandatory Tender Offer ... 6
1.2 Purpose of this Statement ... 7
1.3 The Board of Directors' preparation of this Statement ... 7
BACKGROUND ... 8
2.1 Business ... 8
2.1.1 CPH's business model ... 8
2.1.2 The travel value chain ... 8
2.1.3 Value creation ... 9
2.2 Strategy ... 9
2.2.1 World Class Hub 2.0 ... 9
2.2.2 Expanding CPH ... 9
2.3 National Aviation Strategy 2017 ... 10
2.3.1 Purpose and implementation ... 10
2.3.2 Access ... 10
2.3.3 Infrastructure ... 10
2.3.4 Cross-subsidy ... 10
2.3.5 Framework conditions for charge negotiations ... 11
2.3.6 Capacity supervision and service goals ... 11
2.4 Key Performance Indicators ... 11
2.4.1 Passengers ... 11
2.4.2 Destinations ... 12
2.4.3 Other operational metrics ... 13
2.5 Financial information ... 14
2.6 Outlook for 2017 ... 15
2.6.1 Outlook for profit before tax ... 15
2.6.2 Outlook for capital investments ... 15
2.7 Reduction of airport charges ... 15
2.8 Dividend payments ... 16
2.9 Risk factors and risk management ... 16
2.10 Share capital and shareholder base ... 16
2.11 Change of control ... 17
2.12 The process conducted by Macquarie up to the deal with OTPP and ATP ... 17

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EFFECTS OF THE MANDATORY TENDER OFFER ON CPH AND STAKEHOLDER INTERESTS ... 18
3.1 Intentions of Copenhagen Airports Denmark ApS ... 18
3.2 Legal effects of control ... 18
3.2.1 Voting ... 18
3.2.2 Subsequent tender offers ... 18
3.3 Dividend and distribution policy ... 18
3.4 Squeeze-out ... 19
3.5 Potential delisting ... 19
3.6 Consequences for employment ... 19
FAIRNESS OPINION ... 19
THE BOARD OF DIRECTORS' ASSESSMENT ... 19
5.1 The Offer Price ... 20
5.2 Advantages to the Shareholders ... 21
5.3 Disadvantages to the Shareholders ... 21
CONCLUSION ... 22
DISCLOSURE OF CERTAIN INTERESTS ... 22
GLOSSARY ... 22

STATEMENT, DATED 19 DECEMBER 2017, BY THE BOARD OF DIRECTORS OF COPENHAGEN AIRPORTS A/S PURSUANT TO SECTION 23 OF EXECUTIVE ORDER NO. 562 OF 4 JUNE 2014 ON TAKEOVERS (THE "TAKEOVER ORDER")

Introduction

1.1 The Mandatory Tender Offer

On 24 November 2017, Copenhagen Airports Denmark ApS, CVR no. 29 14 42 49, (the "Offeror" or "CAD") announced its obligation to submit a mandatory tender offer (the "Mandatory Tender Offer") to the shareholders of Copenhagen Airports A/S, CVR no. 14 70 72 04 ("CPH"), to acquire all outstanding shares in CPH. The likelihood of a mandatory tender offer and the estimated offer price had been known to the market since an announcement on 13 September 2017.

The Mandatory Tender Offer is made on the terms and conditions set forth in the offer document, dated 8 December 2017 (the "Offer Document") prepared by the Offeror and approved by the Danish Financial Supervisory Authority. The Mandatory Tender Offer has been published by CPH through a company announcement on 8 December 2017.

Pursuant to the Offer Document, the Offeror is offering to acquire all outstanding shares in CPH of a nominal value of DKK 100 each (the "Shares") at an offer price of DKK 5,702 in cash per Share (the "Offer Price"). According to the Offer Document, the Offer Price has been determined by the Offeror on the basis of the price paid in the transaction resulting in the Mandatory Tender Offer.

The Offer Price is fixed and not subject to adjustments. The total consideration offered under the Mandatory Tender Offer for all outstanding Shares is DKK 18,949,097,374.

The Mandatory Tender Offer is valid as of 8 December 2017 and expires on 22 January 2018 at 17:00 (CET) or at the expiration of any extension of the offer period as decided by the Offeror as set forth in the Offer Document (the "Offer Period"). The Mandatory Tender Offer is unconditional and fully financed by a binding and irrevocable commitment of Arbejdsmarkedets Tillægspension, CVR no. 43 40 58 10 ("ATP"), an indirect shareholder in the Offeror.

The Offeror is a limited liability company incorporated under the laws of Denmark. On the date of the Mandatory Offer and prior to acceptances thereof, the Offeror held 4,524,833 shares and votes in CPH corresponding to 57.66 per cent of all shares and votes in CPH

In respect of the Mandatory Tender Offer, the Offeror is acting in concert with Copenhagen Airports Denmark Holdings ApS and Kastrup Airports Parent ApS owning, directly and indirectly, shares and votes in the Offeror. Further, the Offeror is acting in concert with each of Ontario Teachers' Pension Plan Board, a non-share capital corporation established under Ontario statute ("Ontario Teachers"), and ATP as indirect shareholders of the Offeror. At the time on the Mandatory Offer, no Person acting in concert with the Offeror held shares or votes in CPH.

The obligation to make the Mandatory Tender Offer was triggered by a transaction that completed on 24 November 2017. In that transaction, a subsidiary of Ontario Teachers' and Elevenmoront Corp, acting in concert with that subsidiary of Ontario Teachers' and acting on its instructions, acquired an indirect controlling interest in CPH by means of the acquisition of additional shares in Kastrup Airports Parent ApS. The shares in Kastrup Airports Parent ApS were sold by a subsidiary of Macquarie European Infrastructure Fund III ("Macquarie") and implied the transfer of 48.02 per cent of the share capital and 50 per cent of the voting rights in Kastrup Airports Parent ApS. Together with shares already held by the subsidiary of Ontario Teachers' and Elevenmoront Corp, these two entities owned 100 per cent of the shares and votes in Kastrup Airports Parent ApS immediately following the transaction and controlled, as a consequence thereof, indirectly 57.66 per cent of all shares and votes in CPH.

Following the transaction and prior to the Mandatory Tender Offer, the subsidiary of Ontario Teachers' distributed its shares and other securities in Kastrup Airports Parent ApS to Ontario Teacher's Pension Plan, a wholly-owned subsidiary of Ontario Teacher's, ("OTPP") and ATP. At the time of the Mandatory Tender Offer, Kastrup Airports Parent ApS continues to control the majority of the votes in the Offeror

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and, consequently, 57.66 per cent of the shares and votes in CPH. Kastrup Airports Parent ApS, however, appears not to be controlled by any single shareholder as the voting rights are distributed as follows:

Shareholder	Voting rights (per cent)
OTPP	29.97
Elevenmoront Corp	20.03
ATP	50.00

According to the Offer Document, certain arrangements are in place to provide that Elevenmoront Corp can only act and exercise its voting rights in respect of holdings in Kastrup Airports Parent ApS upon and in accordance with OTPP's instructions. The Board of Directors is not privy to such arrangements nor to potential shareholder agreements between OTPP and ATP.

Ontario Teachers' is Canada's largest single-profession pension plan with CAD 179.2 billion in net assets as of 30 June 2017. Ontario Teachers' pays pensions and invests plan assets on behalf of approximately 318,000 working and retired teachers. Since Ontario Teachers' establishment as an independent organization in 1990, Ontario Teachers' has built an international reputation for innovation and leadership in investment management and member services.

ATP is a mandatory pension scheme with approximately 5,000,000 members. At the end of June 2017, approximately 1,000,000 pensioners were receiving ATP Lifelong Pension. In the first six months of 2017, ATP disbursed approximately DKK 8.0 billion in pension benefits. For approximately 50% of all Danish old-age pensioners, ATP Lifelong Pension is their only source of pension income other than their state-funded old-age pension. Besides ATP Lifelong Pension, ATP administers key welfare benefits and schemes on behalf of the Danish state, the local authorities in Denmark and the social partners. ATP is the largest administration provider in the Nordic countries, managing two thirds of welfare benefits disbursed in Denmark.

The Shares outstanding at the date of the Mandatory Offer (other than Shares already held by the Offeror) are 3,323,237, corresponding to 42.34 per cent of the aggregate Shares. The Danish state holds 39.2 per cent of all Shares.

Reference is made to the Offer Document made available at the company's website, https://www.cph.dk/en/about-cph/investor/mandatory-tender-offer/

1.2 Purpose of this Statement

According to Section 23(1) of the Takeover Order, the board of directors of a listed company which is the subject of a public tender offer shall draw up and make public a statement setting out the board of directors' opinion on the offer and the reasons on which such opinion is based. The board of directors shall provide its views on the effects of the tender offer on all of company's interests and on the offeror's strategic plans for the company and their likely effects for employment and the company's locations.

This Statement (the "Statement") is governed by Danish law.

1.3 The Board of Directors' preparation of this Statement

Prior to the Mandatory Tender Offer, the Offeror owns 57.66 per cent of the capital and votes in CPH. The Danish state, a long-term investor, owns 39.2 per cent of the capital and votes. Accordingly, the Board of Directors has not investigated alternative transactions to the Mandatory Tender Offer. The Board of Directors has analyzed the Mandatory Tender Offer and its effects on CPH and stakeholder interests against CPH's value creation from operations and development.

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SEB Corporate Finance, Skandinaviska Enskilda Banken, Danmark, Filial af Skandinaviska Enskilda Banken AB (publ) Sverige, ("SEB Corporate Finance") as financial adviser and Horten Advokatpartnerselskab ("Horten") as legal adviser have advised the Board of Directors in relation to the preparation of this Statement and the underlying analyses.

David Stanton and Charles Thomazi, being affiliated with OTPP, did not participate in the Board of Directors' deliberations relating to, and abstained from voting on all matters concerning, this Statement by the Board of Directors, including the Board of Directors' recommendation to the shareholders in respect of the Mandatory Tender Offer.

2. Background

2.1 Business

CPH owns, operates and develops Roskilde Airport and Copenhagen Airport, which is vital infrastructure that creates international connectivity and contributes to growth and jobs throughout Denmark.

2.1.1 CPH's business model

Danish national laws and EU regulations set the legal framework for CPH's business model. Given the public interests related to Copenhagen Airport, CPH is required, under the Danish Air Transport Act, to be able to offer the necessary capacity ensuring that Copenhagen Airport covers Denmark's requirements for national and international flight services. In recent years, CPH has expanded its physical capacity and improved the airport processes, thus, creating capacity for growth in traffic. Furthermore, CPH has an expansion plan to enable it to attract and handle potential growth in the future.

CPH has four customer groups: airlines, passengers, concessionaires in the shopping center and tenants. The airlines pay to use facilities and processes through a system of charges that, in accordance with the regulations, must be cost-based and non-discriminatory for all airlines: from check-in and security, through boarding and baggage sorting, to runway maintenance. The charges agreements are subject to approval by the Danish Transport, Construction and Housing Authority ("TCH Authority"). Failing agreement between CPH and the airlines, the TCH Authority, has certain powers to dictate the framework for CPHs specific tariffs in a fall-back scenario. In connection with the charges agreement, CPH and the airlines also enter into a service level agreement ("SLA") that sets out the requirements for the level of service to be provided in a number of selected areas of importance for passengers and airlines. This helps ensure a reasonable correlation between capacity, price and quality. The commercial relationship with the other three customer groups is managed through the general sale of services and through contracts.

Within the regulatory framework, CPH's business model focuses on making the airport as attractive, well run and efficient as possible for customers, thereby creating the greatest possible value for society, business partners, employees and owners. CPH's ambitious and long-term investment plan has historically been based on the consistency and predictability of the regulatory model for charges and capacity.

2.1.2 The travel value chain

CPH's business encompasses two general areas: aeronautical and non-aeronautical. The aeronautical segment comprises the activities and services required for airlines to operate their flights – from check-in and security to baggage sorting, passenger terminals, buses, stands and runways. The non-aeronautical segment comprises all other activities related to the operation of an airport – from parking to restaurants and shops, hotel, and leasing of premises and buildings at the airport.

The travel value chain combines, from the traveler's perspective, the aeronautical and non-aeronautical elements involved to varying degrees in a particular journey.

More than 700 companies do business at Copenhagen Airport, so we operate and develop the airport in close collaboration with our partners.

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2.1.3 Value creation

The combined value creation within the two business areas is vital to CPH's ongoing ability to invest in the development and expansion of the airport and at the same time ensure a return for its shareholders. The development, expansion and marketing of the airport ensure new routes and more departures, and consequently more passengers. This increases Denmark's international connectivity and generates jobs and growth in GDP.

2.2 Strategy

CPH's strategy, World Class Hub 2.0, is designed to support the vision for Copenhagen Airport to be the preferred gateway of Northern Europe and a hub for travelling to other destinations for 40 million passengers annually, up from 29 million in 2016. The strategy, which was updated in 2016, is backed by a detailed plan, Expanding CPH, for expansion of the entire infrastructure, including terminals, aircraft stands and the rest of the airside and landside facilities.

2.2.1 World Class Hub 2.0

With the World Class Hub strategy, we have chosen three areas of focus to improve Copenhagen Airport's position as Denmark's gateway to growth. Copenhagen Airport must be competitive and efficient while offering extraordinary customer experiences.

Extraordinary customer experiences.
We must give our customers more than they expect. We will endeavor to create extraordinary customer experiences every single day.
Competitiveness
We must work constantly to remain competitive relative to our peer airports in Europe. In other words, we have to offer a high level of quality as well as competitive prices.

It also means that our physical facilities have to be both efficient and of a high standard, providing the necessary capacity and space for passengers and airlines. For this reason, we are constantly expanding and improving the airport's terminals, runways, baggage facilities and other infrastructure.

Efficient operations
We provide efficient operations and a high level of service, so that passengers and airlines choose Copenhagen Airport as their preferred gateway.

For more details on World Class Hub 2.0, see https://www.cph.dk/en/legacy/about-cph-old/profile/Strategy/

2.2.2 Expanding CPH

Our vision for expansion of the facilities at Copenhagen Airport prepares the airport to handle up to 40 million passengers per year and beyond. Unlike many of its competitors in Europe, Copenhagen Airport is not planning to build a new, separate terminal. The plan is to increase the capacity of the existing terminal complex in a phased process and to expand piers and stands in the northwestern area.

The total investments in the expansion of Copenhagen Airport are estimated to be in the level of DKK 20 billion.

For more details on Expanding CPH, see https://www.cph.dk/en/about-cph/press/expanding-cph/

2.3 National Aviation Strategy 2017

2.3.1 Purpose and implementation

On 3 July 2017, the Danish Government announced the first ever national aviation strategy. The strategic initiatives proposed are, together with World Class Hub 2.0 and Expanding CPH, important for the future development of CPH.

With its new aviation strategy, the Government wishes to strengthen the basis for the establishment of more routes and more daily departures to and from Denmark and within Denmark. This is believed to increase Denmark's national and international connectivity to the benefit of economic growth, employment and cohesion between regions.

The strategy has a particular focus on Copenhagen Airport, the biggest airport in the Nordic region, both in terms of passenger numbers and total connectivity to other destinations. It includes a number of initiatives aimed at reinforcing Copenhagen Airport's position as Northern European hub for many airlines, and strengthen its competitiveness and attraction in order to attract new routes to Denmark and to support a coherent domestic air traffic.

The initiatives for Copenhagen Airport implies multiple specific initiatives as well as a fundamental change of the regulatory model for Copenhagen Airport. As yet, only certain parts of the Government's strategy have been transformed to regulations. Most notably, on 16 November 2017, the TCH Authority has issued a regulation, BL 9-15, 4th edition, on airport tariffs ("BL4"). Other parts of the strategy will require legislation, still to be adopted by the Parliament.

The following provides an overview of certain initiatives in the national aviation strategy. In the view of the Board of Directors, these initiatives are the most significant initiatives affecting or potentially affecting Copenhagen Airport. The Shareholders may wish, however, to review the complete strategy and form their own view.

2.3.2 Access

The Government has proposed to investigate, together with CPH, the potential for an expansion of Copenhagen Airport Railway Station.

2.3.3 Infrastructure

The Government supports CPHs vision of an expansion of Copenhagen Airport to serve at least 40 million passengers annually and will ensure that administrative processes to achieve such expansion are managed efficiently.

The Government finds it important that Copenhagen Airport, in cooperation with the airlines, finds the best solution as regards the cross-wind runway.

The Government will work to ensure that the requirement that activities in the Copenhagen Airport area must be airport related or related to the operation of the airport is relaxed and will investigate whether there is a basis for changing other parameters relating to the Copenhagen Airport area to provide better planning and development opportunities for the airport.

Together with the Swedish authorities, the Government will work to ensure more efficient possibilities for approaches and landings in the airports in the Oresund region.

2.3.4 Cross-subsidy

BL4 sets a new cross-subsidy requirement for profits from the non-aeronautical business to subsidize the aeronautic tariffs. In the event that no tariffs agreement is made with the airlines, the cross-subsidy will be 35% in the fall-back scenario. The 35% requirement will apply for the tariff period commencing 1 April 2019, and up to and including 2022. Thereafter, the cross-subsidy will be increased to 40%, subject to a review in 2021. Previously, it was 10-50% in fall-back.

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The isolated effect of a 10% change in the cross-subsidy, before mitigating actions, could have an annual impact on profits before tax of approximately DKK 100 million.

Under the current regulation, the average implied cross-subsidy has historically been around 30%. Compared with the historical cross-subsidy around 30%, the implied negative effect of the new cross-subsidy requirement of 35% is estimated to be DKK 50 million annually, before any mitigating actions.

Due to CPH's outperformance of expectations by developing more routes, increasing connectivity and growing overall passenger numbers faster than any other Nordic airports, the tariffs in the latest tariff agreement between CPH and the airlines for 2015-2019 has not during 2016 implied any commercial cross-subsidy of the aeronautical business. Accordingly, resultant effects of the new cross-subsidy requirement of 35%, before mitigating actions, could potentially be negative on profits before tax at an amount in the level of about DKK 350 million compared to the earnings levels in 2016.

2.3.5 Framework conditions for charge negotiations

BL4 changes other significant framework conditions for the charge negotiations between airlines and CPH. This includes a pre-determined WACC for regulatory calculation of CPH's reasonable return, upfront passenger forecasts and a cap on transfer passenger charges, all to be set by the TCH Authority for use in a fall back scenario.

Under BL4, the regulatory determination of parameters by the TCH Authority applies for two years only as opposed to the current four years.

In the view of the Board of Directors, BL4 significantly increases the administrative burdens for all participating parties and reduces the room for negotiations, leading to increased risk of fall-back.

2.3.6 Capacity supervision and service goals

The Government proposes to strengthen the supervision of capacity at Copenhagen Airport and introduce service level targets for services aimed at passengers in Copenhagen Airport, starting with service level targets for the waiting time at security. The TCH Authority is proposed to be granted authority to introduce a proportionate sanction system in the event that the service level targets are not reached.

2.4 Key Performance Indicators

2.4.1 Passengers

* 2017 is based on actual numbers for January-November and a forecast for December.

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The number of passengers has increased steadily from 24.1 million in 2013 to 29.2 million in 2017. This is equal to 21 per cent more passengers in four years or 5 per cent per year on average.

The passengers can be split into two groups: transfer and transit passengers, and local passengers that start their trip from CPH and thereby go through the security control. The number of transfer/transit passengers have increased with 1% from 2013 to 2017. Almost 75% of all transfer/transit passengers in CPH fly from European to European destinations. These passengers prefer to fly directly and have more and more possibilities because of new routes from smaller airports in CPH's traditional feeder area.

Consequently, local passengers have driven the growth in passengers. The local passengers have increased from 18.4m in 2013 to 22.8m in 2017 or 28%.

2.4.2 Destinations

Direct Destinations*	2013	2014	2015	2016
Intercontinental	26	27	32	36
Europe	109	105	105	110
Scandinavia	15	14	13	13
International destinations	150	146	150	159
Domestic	6	6	6	6
Total destinations	156	152	156	165

In CPH terminology, a destination is an airport. For CPH to include a destination, the following criteria must be met: Scheduled traffic, > 8 departures in a year and minimum 1 weekly departure in 8 connecting weeks.

Numbers for 2017 not yet available.

The number of served destinations has increased from 156 in 2013 to 165 in 2016. This means that passengers have 10 more destinations that they can fly directly to.

It is especially the number of intercontinental routes that has increased. This reflects that the biggest increase in the world's air transport is happening outside Europe. Thereby the number of destinations where a direct route is economically viable is increasing.

The number of Scandinavian routes has slightly decreased from 15 to 13. This is a result of three new destinations and five closed. The airlines continuously adjust their strategy regarding making connections from small airports to domestic or international major airports.

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2.4.3 Other operational metrics

	2013	2014	2015	2016	2017*
Operations	244,942	251,799	254,838	265,784	259,856
Seats	33,458,006	34,526,159	35,794,381	38,809,468	38,302,517
MTOW (tonne)	16,984,398	17,850,511	18,368,082	19,705,644	19,274,821

Operations, growth	0.8%	2.8%	1.2%	4.3%	-2.2%
Seats, growth	3.7%	3.2%	3.7%	8.4%	-1.3%
MTOW (tonne), growth	3.5%	5.1%	2.9%	7.3%	-2.2%

2017 is based on actual numbers for January-November and a forecast for December.

The number of flight operations at Copenhagen Airport has increased with 6% from 2013 to 2017. This is smaller than the increase in passengers (21%), so the number of passengers per flight has increased. This is due to bigger aircrafts and a higher load factor.

The increase in the number of seats has increased with 14% from 2013 to 2017 and this shows the increase in aircraft size.

MTOW is an abbreviation of Maximum Take Off Weight. This reflects the size of the aircraft in weight and is the measure that the airlines are being invoiced by, regarding the take-off airport charge. This has increased with 13% and thereby more than the number of operations.

2.5 Financial information

CONSOLIDATED FINANCIAL HIGHLIGHTS (DKK million)	Q1-Q3 2017	Q1-Q3 2016	2016	2015	2014	2013
Income statement
Revenue	3,378*	3,337	4,422	4,062	3,868	3,645
EBITDA	2,026	1,921	2,505	2,259	2,139	1,996
EBIT	1,442	1,403	1,799	1,584	1,461	1,373
Net financing costs	141	134	179	180	197	201
Profit before tax	1,301	1,269	1,620	1,404	1,263	1,172
Net profit	1,002	990	1,259	1,086	958	976
Statement of comprehensive income
Other comprehensive income	26	-6	-32	54	-57	-3
Comprehensive income	1,028	983	1,227	1,140	902	973
Balance sheet
Property, plant and equipment	10,305	9,574	9,800	9,403	8,928	8,669
Financial investments	33	132	340	246	1	1
Total assets	11,321	10,745	11,210	10,669	9,888	9,559
Equity	2,872	2,795	3,038	2,992	2,845	2,901
Interest-bearing debt	6,011	5,746	5,796	5,479	4,735	4,204
Investment in property, plant and equipment	963	580	954	995	789	739
Investment in intangible assets	66	85	80	154	135	172
Cash flow statement
Cash flow from operating activities	1,555	1,446	1,967	1,850	1,805	1,384
Cash flow from investing activities	-1,025	-655	-1,023	-1,145	-922	-910
Cash flow from financing activities	-595	-804	-949	-668	-874	-1,270
Cash at end of period	12	70	78	83	47	37
Key ratios
EBITDA margin	60.0%	57.5%	56.6%	55.6%	55.3%	54.8%
EBIT margin	42.7%	42.0%	40.7%	39.0%	37.8%	37.7%
Asset turnover rate	0.41	0.43	0.42	0.40	0.40	0.39
Return on assets	17.4%	17.9%	17.0%	15.7%	15.1%	14.7%
Return on equity	45.2%	45.6%	41.8%	37.2%	33.4%	30.0%
Equity ratio	25.4%	26.0%	27.1%	28.0%	28.8%	30.3%
Earnings per DKK 100 share	127.7	126.1	160.4	138.4	122.1	124.4
Cash earnings per DKK 100 share	202.2	192.1	250.3	224.4	208.6	203.7
Net asset value per DKK 100 share	366.0	356.1	387.1	381.2	362.5	369.6
Dividend per DKK 100 share			160.43	138.40	122.10	124.37
NOPAT margin	31.7%	31.9%	31.6%	30.1%	28.7%	29.1%
Turnover rate of capital employed	0.46	0.47	0.46	0.45	0.45	0.42
Return on capital employed			18.6%	17.4%	16.8%	15.6%

*Since 1 April 2017, the hotel operation has been recognized on a net basis due to the new operator agreement with Nordic Choice. Adjusted for the effect of this, underlying revenue increased by 4.1%.

Copenhagen Airports A/S

The positive historical development in passenger numbers has had a favorable impact on revenue. Furthermore, revenue per passenger has increased and operating costs per passenger decreased, hence EBITDA margin has improved from 54.8% in 2013 to 56.6% in 2016. This is due to focus on efficiency improvements, and the consequent reduction in the cost of operating at Copenhagen Airport, benefits airlines, ground handlers, concessionaires in the shopping center and CPH. In 2017, CPH has been rated as the most efficient airport in Europe for the 12th time in the past 14 years, by ATRS.

2.6 Outlook for 2017

CPH's latest guidance for 2017 was provided in the company announcement dated 16 November 2017 regarding approval of the interim report. This guidance remains unchanged and is set out below.

2.6.1 Outlook for profit before tax

Based on the expected traffic programme for 2017, an increase in the total number of passengers is expected.

The development in passenger numbers is a dynamic factor that is subject to both positive and negative influence from general economic developments, decisions by airlines relating to routes and capacity, and isolated events in the aviation industry. The increase in passenger numbers is expected to have a favorable impact on revenue.

The change in the hotel operation from Hilton to Nordic Choice (Clarion) means that the Group's revenue is expected to be in line with 2016 and operating costs are expected to fall, as CPH has recognized the operation as revenue-based income since 1 April 2017. Excluding the hotel operation, revenue and operating costs are still expected to increase.

Excluding the hotel operation, operating costs are still expected to be higher than in 2016, primarily due to the expected rise in passenger numbers, stricter security requirements and cost inflation, although this will be partly offset by a continuing focus on operating cost efficiencies. Overall, depreciation charges and financing costs are expected to be higher than in 2016, primarily because of a continuing high level of investment.

Profit before tax in 2017 is expected to be in the range of DKK 1,600-1,700 million, excluding one-off items. EBITDA is expected to be higher in 2017 than in 2016, excluding one-off items.

2.6.2 Outlook for capital investments

CPH expects to continue to invest in growth for the benefit of passengers and airlines, and is therefore continuing with Expanding CPH, its plan to expand and develop the airport as passenger numbers increase. CPH expects to maintain a high capital investment level in 2017, estimated to amount to approx. DKK 1.3 billion, to accommodate the high passenger growth. Planned investments include expansion of the central security checkpoint, improvement of wide-body facilities, a new walkway in Terminal 3 and expansion of Terminal 2 airside. CPH will also be investing in non-aeronautical projects for the benefit of airlines and passengers.

2.7 Reduction of airport charges

On 8 December 2017, the Board of Directors announced (company announcement of 8 December) that CPH has decided to reduce charges to be paid by airlines to use facilities and processes in Copenhagen Airport. On average, charges will be reduced by 10 per cent. Furthermore, there will be no indexation of the charges in 2018. Subject to approval by the Danish Transport, Construction and Housing Authority, the reduced charges will become effective on 1 April 2018.

If the reduced charges had been in effect in the charges year from 1 April 2016 to 31 March 2017, profits before tax would have been negatively affected by an amount in the level of approximately DKK 300 million.

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Lars Nørby Johansen, Chairman, said: "In July, the government presented the new aviation strategy focused on strengthening Denmark's international connectivity and Danish domestic aviation. As a result of the aviation strategy, we have new regulation, which will not take full effect until April 2019.

Both from the political side and from airlines, there has been a wish for lower airport charges. We've listened to that. At the same time, we want to respond to the new regulation now and create a good common starting point for the upcoming charges negotiations. Therefore, we will be reducing charges from April 2018 through two specific initiatives. Firstly, we are reducing the charges that all airlines pay to use the airport. Furthermore, we are introducing a special incentive scheme that will make charges 35% lower for frequent feeder flights between regional airports and CPH. On average, CPH's charges will be 10% lower from April 2018",

Strong passenger growth in 2016 has been followed by continued, moderate growth in 2017.

The charge reduction has no impact on CPH's outlook for 2017. Outlook for 2018 is expected to be announced concurrently with CPH's annual report for 2017 on 1 March 2018.

2.8 Dividend payments

Total dividend paid and pay out ratio	2013		2014		2015		2016		2017
	Interim	Total	Interim	Total	Interim	Total	Interim	Total	Interim	Total
Dividend (DKK million)	454.9	976.1	436.0	958.4	615.2	1,086.0	565.0	1,259.0	500.0	N/A
Pay out ratio		100%		100%		100%		100%		N/A

Pay-out ratio is defined as aggregate dividends/profits x100

Interim dividends are usually declared in August on the basis of the half-year report, and the remainder of the dividends for the year is declared at the Annual General Meeting where the Annual report is approved.

2.9 Risk factors and risk management

As a hub airport, Copenhagen Airport is exposed to wide-ranging risks of both a generic and specific nature. Please read pages 53-59 and note 18 in our Annual Report 2016.

2.10 Share capital and shareholder base

CPH has a total share capital of DKK 784,807,000 divided into 7,848,070 shares of a nominal value of DKK 100 each. Each share gives one (1) vote.

CPHs shareholder base consists of approximately 5,200 shareholders as of 13 December 2017.

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On 24 November 2017 CPH received major shareholder notifications in respect of the transactions leading to the Mandatory Tender Offer. At that date, the shareholders in CPH were as follows:

57.66% Copenhagen Airports Denmark
Ontario Teachers' Pension Plan
Elevenmoront Corp
ATP
39.21% The Danish State
1.77% Danish private and institutional investors
1.25% International private and institutional investors

Prior to this Statement, the Danish state has not communicated its position on the Mandatory Tender Offer to the Board of Directors. The Danish state has been a shareholder in CPH for many years, and the current holding has been unchanged since year 2000, except for an increase of the relative size of such holding due to CPH's purchases of treasury shares. According to the recent national aviation strategy, the Government views Copenhagen Airport as crucially important to Denmark's national and international connectivity by air transport and believes that, it is vital, therefore, that Copenhagen Airport is strengthened and is competitive and attractive in relation to attract new routes to Denmark and to support a coherent domestic air traffic.

CPH does not own treasury shares.

2.11 Change of control

The facts underlying the requirement to make the Mandatory Tender Offer, see Section 1.1 The Mandatory Tender Offer, does not mean that any significant agreements entered into by CPH has terminated, can be terminated extraordinarily with or without notice or will change.

2.12 The process conducted by Macquarie up to the deal with OTPP and ATP

The deal announced on 13 September 2017 between Macquarie as seller and OTPP and ATP as purchasers came as a result of a strategic review by Macquarie of its investment in CPH. The strategic review and a process for it were announced by Macquarie Infrastructure and Real Assets (Europe) Limited ("MIRA") on behalf of Macquarie on 23 May 2017, see company announcement of 23 May 2017. In that announcement, MIRA noted that it had appointed advisors to assist in undertaking a strategic review of Macquarie's investment, which may or may not result in a divestment of Macquarie's indirect ownership interest in CPH. MIRA also noted that it and its advisors would be engaging with infrastructure investors and existing shareholders over the coming months.

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Copenhagen Airports A/S
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3. Effects of the Mandatory Tender Offer on CPH and stakeholder interests

3.1 Intentions of Copenhagen Airports Denmark ApS

According to the Offer Document, CAD's intentions for CPH and its stakeholders are as follows:

The purpose of the Offer is for the Offeror to offer to acquire all Shares not already held by the Offeror
The Offeror will aim to further develop Copenhagen Airport as a leading North European airport in the best interest of the business and its stakeholders
The Offeror does not intend to reduce jobs within CPH, and the Offeror does not intend to amend terms of employment substantially or change the CPH's place of business
If, upon completion of the Mandatory Tender Offer, the Offeror holds more than 90 per cent of the Shares and the voting rights in CPH, the Offeror reserves the right but shall not be obligated to initiate and complete a squeeze-out of the Shares held by the minority Shareholders. Following any such squeeze out, if applicable, the Offeror will apply for termination of trading and delisting of all Shares from Nasdaq Copenhagen as soon as possible
If, upon completion of the Mandatory Tender Offer, the Offeror holds 90 per cent or less of the Shares and voting rights in CPH, the Offeror reserves the right but shall not be obliged to seek to delist the Shares from Nasdaq Copenhagen
Following completion of the Mandatory Tender Offer, the Offeror may, at its discretion, request that the Board of Directors convenes an extraordinary general meeting of CPH to seek approval of the Shareholders to resolve to amend the articles of association of Copenhagen Airports A/S in order to ensure continued compliance with the so-called 30% Rule as explained in the Offer Document, which may include dividing the Shares into different share classes or amending the voting rights of some Shares held by the Offeror for the purpose of electing directors.

Further, according to the Offer Document, the Offeror may at any given time resolve to make proposals to let CPH pay out dividends (ordinary or extraordinary), carry out a capital reduction, or otherwise make distributions to the Shareholders, including the Offeror, within the first twelve (12) months after the settlement of the Mandatory Tender Offer in an amount equivalent to the net profit realised by CPH in the financial year ending on 31 December 2017.

3.2 Legal effects of control

3.2.1 Voting

By virtue of CAD's controlling interest in CPH with 57.66 per cent of the Shares, CAD may unilaterally decide such matters at the general meetings of CPH which require a simple majority of votes cast. This includes the election of all members of the Board of Directors to be elected at general meetings, authorizations to make share buy-backs and dividend payments.

Certain decisions require a supermajority at general meetings. This includes mergers and changes of the Articles of Association. Depending on the circumstances, the supermajority threshold is either 2/3 or 90 per cent of the votes cast and capital represented at general meetings. CAD does not possess supermajority on its own but would obtain such supermajority by the purchase of the Shares owned by the Danish state or by a voting arrangement with the Danish state.

3.2.2 Subsequent tender offers

Under current legislation, CAD may acquire additional Shares after the Mandatory Tender Offer without making a new tender offer.

Assuming that Kastrup Airports Parent ApS is not, at the time of making the Mandatory Tender Offer, under the control of any single shareholder, see Section 1.1 The Mandatory Tender Offer, acquisitions of shares in Kastrup Airports Parent ApS resulting in control for a single shareholder or group of shareholders acting in concert may trigger a subsequent tender offer to the Shareholders.

3.3 Dividend and distribution policy

Historically, CPH has maintained a pay-out ratio (dividends/profits after tax), of 100 per cent for each of the years 2013-2016, see Section 2.8 Dividend policy and payments. For 2017, CPH has so far declared interim dividends in an amount of DKK 500 million.

The future dividend policy will ultimately be determined by OTPP and ATP through representatives in the Board of Directors and voting on general meetings, and there can be no assurance that the dividend payments will continue or continue to be paid at historic levels.

3.4 Squeeze-out

To be able to squeeze-out minority Shareholders, CAD must acquire a significant portion of the Shares of the Danish state to bring its current shareholding from 57.66 per cent to more than 90 per cent of the Shares and the voting rights in CPH. As noted in Section 2.10 Share capital and shareholder base, the Board of Directors has not received any communication by the state on its position on the Mandatory Tender Offer, but a sale of Shares by the state would imply a change of the state's long-term investment horizon.

3.5 Potential delisting

If the Shares were delisted from trading at Nasdaq Copenhagen, there would be no liquid market for trading in the Shares, and the Shareholders would either not be able to sell their Shares or could only sell not in a timely manner and at a discount due to illiquidity. At the same time, disclosure of information to the Shareholders would likely be significantly reduced.

If, upon completion of the Mandatory Tender Offer, CAD is able to squeeze-out minority Shareholders on account of a shareholding of more than 90 per cent, CAD would also be able to force a delisting of the Shares. Even at a holding of 90 per cent of the Shares or less, CAD could potentially force a delisting, if a delisting was adopted by the general meeting of CPH and Nasdaq Copenhagen decided that a delisting would not harm investor interests or the proper functioning of the market significantly. In the view of the Board of Directors, the voting of the Danish state at a general meeting proposal for delisting, would be important, but might not be the sole determining factor.

CPH's free float around 3.1 per cent of all Shares is significantly less than the listing requirements for trading of shares on Nasdaq Copenhagen. Listing requirements call for at least 25 per cent of the shares to be publicly held. Nasdaq Copenhagen has historically been reluctant in delisting shares without an application by the Issuer of such shares, but the Mandatory Tender Offer may further reduce free float and liquidity in the trading.

Normally, if Nasdaq Copenhagen permits or requires a delisting, Nasdaq Copenhagen will require the Issuer to ensure that the shareholders may dispose of their shares until trading in the shares ceases. Thus, the shareholders will have an opportunity to dispose of their shares knowing that the Issuer's shares are subsequently going to be removed from the trading.

The regulations of Nasdaq Copenhagen for delisting are currently under review.

3.6 Consequences for employment

In the view of the Board of Directors, the strategy communicated by the new ownership is unlikely to have consequences for employment. The employees of CPH have not submitted a statement pursuant to Section 23(3) of the Takeover Order.

4. Fairness Opinion

The Board of Directors has received a fairness opinion from its financial adviser, SEB Corporate Finance, dated 19 December 2017. In this fairness opinion, SEB Corporate Finance has, subject to the assumptions and limitations usually applying to assessments of this nature, opined that the Offer Price, from a financial point of view, is fair to the shareholders of Copenhagen Airports A/S.

5. The Board of Directors' assessment

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5.1 The Offer Price

Based on Nasdaq Copenhagen's daily closing prices.

In recent trading, the price for the Shares at Nasdaq Copenhagen is believed to have been significantly affected by the following:

Macquarie's 23 May 2017 announcement of a process for the potential sale of shares resulting in an upward move (company announcement of 23 may 2017)
The Government's 3 July 2017 announcement of a national aviation strategy resulting in a downward move (company announcements of 3 July 2017 and 5 July 2017) and
Macquarie's, OTPP's and ATP's 13 September 2017 announcement of a sale and purchase of a stake and likely mandatory tender offer at an estimated offer price of DKK 5,700 per Share resulting in an upward move (company announcement of 13 September) and a stable price development thereafter

Copenhagen Airports A/S

The table below shows the Offer Price compared to the market price on Nasdaq Copenhagen during certain historic periods.

PREMIUM
Date/Period	Share price (DKK)	Difference between Offer Price (5,702 DKK) and historical prices (%)
Closing price on Nasdaq Copenhagen on 13 September 2017	5,120	11.4 %
Average price in the period from 14 June 2017 to 13 September 2017	5,285	7.9 %
Average price in the period from 14 March 2017 to 13 September 2017	5,580	2.2 %
Average price in the period from 13 September 2016 to 13 September 2017	5,522	3.3 %
Average price since the publication of the National Aviation Strategy (5 July 2017) to 13 September 2017	5,187	9.9 %
Average price since Macquarie’s sell announcement (23 May 2017) to 13 September 2017	5,371	6,2 %

Average Share prices have been calculated based on Nasdaq Copenhagen's daily closing prices.

5.2 Advantages to the Shareholders

In the view of the Board of Directors, the Mandatory Tender Offer provides the following advantages to the Shareholders:

The Offer Price is attractive as
it represents a premium of 11.4 per cent above closing price for trading on Nasdaq Copenhagen on the last trading day prior to the announcement of a likely mandatory tender offer
it gives Shareholders with relatively small holdings the benefit of a price agreed for a large, albeit non-controlling stake equivalent to a 27.7 per cent economic interest in CPH agreed after engaging with potential investors in a structured process
It represents an attractive valuation relative to short- to medium-term projections for the financial performance of CPH
The Mandatory Tender Offer provides an option for a sale of Shares to reduce the uncertainty for CPH involved in the implementation of the Government's national aviation strategy
The Mandatory Tender Offer provides an option for a sale of Shares to pre-empt a potential delisting at an uncertain time and price
The Mandatory Tender Offer provides a certain option for a sale of Shares and is unconditional, fully financed and payable in cash

5.3 Disadvantages to the Shareholders

In the view of the Board of Directors, the Mandatory Tender Offer provides the following disadvantages to the Shareholders:

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Selling shareholders will have no opportunity to participate in any future dividend payments and value increase of CPH
Shareholders could generally be taxed on the gain realised should they choose to tender their Shares, which may result in taxation. As the tax consequences of accepting the Mandatory Tender Offer will depend on the individual tax position of each Shareholder, Shareholders are recommended to evaluate their own individual tax position and, if necessary, consult with their own professional advisers

6. Conclusion

In the light of advantages and disadvantages set out above and an overall assessment of facts available to the Board of Directors, the Board of Directors (except for David Stanton and Charles Thomazi who abstained, see section 1.3) recommend investors to accept the Mandatory Tender Offer.

Lars Nørby Johansen
Chairman

Janis Carol Kong
Board Member

John Flyttov
Employee Representative

Dan Hansen
Employee Representative

Jesper Bak Larsen
Employee Representative

7. Disclosure of certain interests

Employee representatives of the Board of Directors, Jesper Bak Larsen and John Flyttov, holds respectively 15 and 1 share(s) in CPH.

Neither any member of the Board of Directors nor of the executive management will receive any bonus, payment or compensation as a result of the completion of the Mandatory Tender Offer.

8. Glossary

Air Transport Act
means Consolidated act 2017-10-13 no. 1149 on aviation (in Danish: Luftfartsloven).

ATP
means Arbejdsmarkedets Tillægspension, company reg. no. (CVR) 43405810, a pension fund established by law and incorporated under the laws of Denmark, whose registered office is at Kongens Vænge 8, DK-3400 Hillerød, Denmark.

Board of Directors
means the board of directors of CPH.

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BL4
means Regulations on payment for using airports (airport charges), Edition 4, 16 November 2017 issued by The Danish Transport, Construction and Housing Authority.

CAD
means Copenhagen Airports Denmark ApS, company reg. no (CVR) 29 14 42 49, a limited liability company incorporated under the laws of Denmark with its registered address at c/o Azets Insight A/S, Lyskær 3 C D, DK-2730 Herlev, Denmark.

Copenhagen Airport
means the airport at Copenhagen, Kastrup, owned by CPH.

Copenhagen Airports Denmark ApS
means Copenhagen Airports Denmark ApS, company reg. no (CVR) 29 14 42 49, a limited liability company incorporated under the laws of Denmark with its registered address at c/o Azets Insight A/S, Lyskær 3 C D, DK-2730 Herlev, Denmark.

Copenhagen Airports Denmark Holdings ApS
means Copenhagen Airports Denmark Holdings ApS, company reg. no (CVR) 29144257, a limited liability company incorporated under the laws of Denmark with its registered address at c/o Azets Insight A/S, Lyskær 3 C D, DK-2730 Herlev, Denmark.

CPH or "we"
means Copenhagen Airports A/S (Københavns Lufthavne A/S), company registration no. (CVR) 14707204, a limited liability company incorporated under the laws of Denmark with its registered address at Lufthavnsboulevarden 6, DK-2770 Kastrup, Denmark, consolidated with its subsidiaries and affiliates.

Elevenmoront Corp
means Elevenmoront Corp, a company incorporated under the laws of the Province of Ontario with corporation number 002260907 and having its registered address at 22 Adelaide Street West, 3600, Toronto, Canada M5H 4E3.

Kastrup Airports Parent ApS
means Kastrup Airports Parent ApS, company reg. no (CVR) 33 78 19 03, a limited liability company incorporated under the laws of Denmark with its registered address at c/o Azets Insight A/S, Lyskær 3 C D, DK-2730 Herlev, Denmark.

Mandatory Tender Offer
means the mandatory tender offer submitted by CAD to the Shareholders on 8 December 2017.

Offeror
means Copenhagen Airports Denmark ApS, company reg. no (CVR) 29 14 42 49,

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a limited liability company incorporated under the laws of Denmark with its registered address at c/o Azets Insight A/S, Lyskær 3 C D, DK-2730 Herlev, Denmark.

Offer Document

means the offer document by which the Offeror made the Mandatory Tender Offer as made public by CPH on 8 December 2017.

Offer Price

means a cash consideration of DKK 5,702 per share with a nominal value of DKK 100, as potentially adjusted in accordance with the Offer Document.

Ontario Teachers'

means Ontario Teachers' Pension Plan Board, a non-share capital corporation established under Ontario statute having its principal place of business at 5650 Yonge Street, Toronto, Ontario M2M 4H5, Canada.

Ontario Teacher's Pension Plan

Person or Persons

means any individual, corporation, limited liability company, joint venture, partnership, association, trust, unincorporated organization or any other entity or group.

Securities Trading Act

means the Danish consolidated act no. 251 of 21 March 2017 on securities trading as amended from time to time (in Danish: Lov om værdipapirhandel).

Shareholders

means the shareholders in CPH.

Statement

means this statement.

Takeover Order

means the Danish FSA's executive order no. 562 of 2 June 2014 on Takeover Bids as amended from time to time (in Danish: Bekendtgørelse om overtagelsestilbud).