RATINGS RATIONALE

The Baa2 rating reflects (i) the relatively strong business profile of Copenhagen Airport, which is the largest airport in Denmark and acts as an important hub for air travel in the surrounding Scandinavian region; (ii) a regulatory framework providing for charges to be agreed with airline customers, with aeronautical charges agreed until spring 2015, but where there is some uncertainty surrounding the potential outcome under a fallback regime should a negotiated settlement not be reached in the future; and (iii) the relatively constraint-free operating environment which provides management with the scope to efficiently meet the needs of airlines and passengers, and its modest capital expenditure programme.

However, the rating is constrained by (i) the weak credit profile of the airport's main carrier, SAS AB (Caa1 stable) which faces ongoing challenges in a difficult operating environment for the major European carriers, and (ii) the debt level within the wider Copenhagen Airport group.

CPH is owned 39.9% by the Kingdom of Denmark (Aaa stable) and 57.7% by Copenhagen Airports Denmark ApS ("CAD"), the remainder being free float on the Copenhagen Stock Exchange. There is a significant amount of debt in CAD, who's only asset is its investment in CPH, and Moody's considers the combined CAD / CPH group as having a credit profile commensurate with a Baa2 rating. The assignment of a Baa2 rating to CPH recognises the somewhat limited contractual protections within CPH to a migration of debt from the CAD level, the fact that CAD debt is supported only by dividends from CPH, and the possibility that over time the balance of the CAD / CPH debt may weight towards more debt at the CPH level. Although CPH is a government related issuer within Moody's definition, there is no uplift to CPH's rating to reflect the possibility that the Kingdom of Denmark may step in with extraordinary support to avoid a payment default in the unlikely event this were required.

CPH is subject to a relatively light-handed framework of economic regulation, which is considered to allow a fair return on invested capital. The current regulatory approach came into effect on 1 January 2009 and thus is relatively new. In the first instance, a negotiation process between the Airport and the airlines takes place in order to reach a consensus view on the level of aeronautical charges and approach to capital expenditure over the period. The current regulatory period, valid until April 2015, has been established through a negotiated settlement. Moody's considers this a credit positive as it shows consensus between the major parties and provides visibility on aeronautical charges until the expiry of the regulatory period. Within the regulation, there is also a fall-back regime in the event that negotiations fail but this is as yet untested.

The airport at Copenhagen has certain situational advantages which underlines its position as a natural air hub for the Scandinavian region. It has good transport links into the local region, which includes southern Sweden, which continues to be a popular choice for regional headquarters of some of the world's largest corporations. In this context, the company's strategy is to continue to focus on establishing Copenhagen Airport as a major hub with an increasingly global route network. Over recent years, CPH has divested investments it had in other airports in order to focus on developing Copenhagen. Whilst improvements in the retail offering continue, significant capital works have largely been delivered (namely the low cost terminal) and so the company is not exposed to a complex capital programme over the next few years.

The main carrier of the Airport is SAS which currently has a corporate family rating of Caa1, stable outlook (with a Baseline Credit Assessment of Caa2). SAS accounts for c.75% of total transfer traffic and thus the airline is an important component of the Airport's route network. SAS has undergone a number of restructuring and efficiency programmes in recent years in an attempt to improve earnings. Whilst progress has been made to reduce unit cost levels and increase yields, the company's earnings remain under pressure due to both the weakness of the European economic environment as well as competition from low cost carriers. In order to secure the ongoing support of its banks and major shareholders (the governments of Sweden, Denmark and Norway), SAS has recently agreed a significant cost reduction plan with its staff and respective unions. Whilst this is positive for the airline in the near term, we believe that ongoing cost improvements will be necessary to stabilise or reverse the recent cash burn and to sustain adequate liquidity over the longer term.

CPH benefits from a sound liquidity position by virtue of its positive operating cashflows and sizeable undrawn banking lines established through the successful 2011 bank refinancing. The company's current financing strategy is to pursue diversity in terms of sources of credit and to achieve a spread of maturities.

The stable outlook assigned to the rating reflects the visibility provided by the current regulatory settlement until the next review in 2015, a traffic profile proving somewhat resilient in the face of a tough economic environment and Moody's expectation of a relatively moderate capital improvement plan over the medium term.

To consider any upward move, Moody's would require evidence that CPH's credit metrics, taking into consideration the debt at CAD, were improving on a sustained basis, with Funds From Operations ("FFO") / Debt ratio consistently higher than 15%, and FFO / Interest coverage ratio consistently higher than 4.0x. However, upward rating pressure is unlikely in the short term given the relative uncertainty over the near term future of the airport's main carrier, SAS.

The rating could come under downward pressure if CPH's FFO / Interest coverage ratio were to fall below 3.0x and its FFO / Debt ratio were to decline below 10% on a sustained basis. In addition, negative pressure on CPH's rating could develop as a result of a bankruptcy of the main carrier SAS.

PRINCIPAL METHODOLOGIES

The methodologies used in this rating were Operational Airports Outside of the United States published in May 2008, and Government-Related Issuers: Methodology Update published in July 2010. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

REGULATORY DISCLOSURES

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