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Remuneration Report for Copenhagen Airports A/S 2021

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Contents

Introduction and Remuneration Governance...……………………………………………………………………………………………………………………………………………………………..3

Remuneration of Board of Directors……………………………………………………………………………………………………………….……………………………………………………………..4

Remuneration of the Executive Management.……………………………………………………………………………………………….……………………………………………………………..5

Annual changes in remuneration and key performance indicators………………………………………………………………………………………………………………………………..9

Board of Directors' statement on the Remuneration Report…………………………………………………………………………… …………………………………………………………10

Independent auditor's statement on the Remuneration Report………………………………………………………………………………………………………………………………… 11

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Introduction and Remuneration Governance

This remuneration report provides an overview of the total remuneration received by each member of the Board of Directors and of the Executive Management of Copenhagen Airports A/S, CVR no. 14 70 72 04 for the 2021 financial year with comparative figures for past financial years where relevant. The Remuneration Report is published on the CPH website.

The Executive Management consists of all executives registered as executives with the Danish Business Authority, currently the CEO, Thomas Woldbye. The Report has been prepared in accordance with section 139b of the Danish Companies Act.

Company performance 2021 and the remuneration of Executive Management

The company financial performance 2021 is to a very large extent affected by the continued implications of the Covid-19 pandemic. The number of passenger ended 70 % below the last "normal" year (2019) but at the same time 21 % above 2020. Throughout 2021 a material performance focus has been on financial prudency as well as a robust and safe return of activities in light of the continued implications of the Covid-19 pandemic.

The remuneration of the Board of Directors is fixed and is therefore not influenced by the company financial performance. Executive Management have a direct linkage between company results and remuneration through the short- and long term incentives schemes. Both actual short term and long term variable remuneration reflects the performance of the company in the short and longer term.

Remuneration Governance

The remuneration of the Board of Directors and members of the Executive Management should contribute towards ensuring that CPH is able to attract and retain key skills to the Board of Directors and the Executive Management.

The principles for the remuneration of the Executive Management is documented in the Remuneration Policy which is prepared by the Remuneration Committee and the Board of Directors. The remuneration policy is approved by the Annual General Meeting.

At the Annual General Meeting in 2020 a revised remuneration policy was approved. The revision was focused on ensuring compliance to the new requirements in the Danish Companies Act section 139a. The proposed amendments were:

• Addition of a "buy-out" possibility with respect to variable remuneration arrangements
• New terms with respect to possibility for granting "stay on" bonus
• New terms with respect to remuneration related to recruitment including "sign on" / "buy out" arrangements
• Addition of the possibility for the Board of Directors for discretionary granting of variable remuneration subject to a cap equivalent to 12 months' base salary in extraordinary circumstances.

It is concluded that the 2021 remuneration is fully in compliance with the remuneration policy.

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Indicative vote on the Remuneration Report at the Annual General Meeting 2021

A non-binding advisory vote on the Remuneration Report 2020 was conducted at the Annual General Meeting 2021 and the General Meeting adopted the report. The Danish Ministry of Finance, exercising the Danish State's ownership in CPH, stated that the variable remuneration to members of the Executive Board exceeded guidelines stipulated in the Danish State's ownership policy and hence could not vote in favor of the Remuneration Report. The Board of Directors welcomes any feedback on the remuneration structure. CPH has chosen a model where the total remuneration package to a great extent depends on the performance of the members of the Management and considers this an appropriate and reasonable remuneration method. The substantial decrease in total remuneration for the CEO in 2020 reflects that the remuneration model is working as desired. The Remuneration structure in CPH is well aligned with the market practice in Denmark and the European aviation industry. The Long Term Incentive Plan for the CEO is settled in cash which is not typical for listed companies in the Danish market.

Remuneration of Board of Directors

The Board of Directors are remunerated with fixed fees. The fee structure reflects differences in roles and responsibilities such that the remuneration of the Chairman is three times the base fee. Membership of the Audit and Risk Management committee has a separate fee. The deputy chairmen and the ordinary non independent directors elected by the general meeting have decided to waive remuneration in 2021 for their work related to their position as members of the board of directors and Audit and Risk Management Committee.

The remuneration of the Board of Directors is approved annually by the Annual General Meeting based on a proposal from the Board of Directors. The recommendation by the Board of Directors is based on market practice for other Large Cap companies. The fees in 2021 are unchanged compared to 2020. In the table below the actual fee are showed. On page 8 the annualized fees assuming the Board member held the position for the full year is showed to enable a more direct foundation for comparison.

Remuneration structure for the Board of Directors and the Audit and Risk Management Committee 2021 in DKK:

Chairman of the Board of Directors	990,000
Ordinary Directors	330,000
Staff-elected Directors	330,000
Members of the Audit and Risk Management Committee	165,000

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Emoluments to the Board of Directors		2021			2020
DKK mill.	Base Fee	Audit and	Total Fee	Base Fee	Audit and	Total Fee
		Risk			Risk
		Management			Management
		Committee			Committee
Lars Nørby Johansen (Chairman of the Board since 2014)	1.0		1.0	1.0		1.0
David Stanton* (Member of the Board and Vice Chairman since 2011)	0.0		0.0	0.0		0.0
Martin Præstegaard* (Member of the Board since 2020)	0.0		0.0	0.0		0.0
Ulrik Dan Weuder* (Member of the Board between 2017 and 2021)	0.0		0.0	0.0		0.0
Lars Sandahl Sørensen (Member of the Board since 2021)	0.2		0.2
Janis Kong (Member of the Board since 2012)	0.3	0.2	0.5	0.3	0.2	0.5
Charles Thomazi* (Member of the Board since 2015)	0.0		0.0	0.0		0.0
Betina Hvolbøl Thomsen (Empl. Rep. - Member of the Board since 2019)	0.3		0.3	0.3		0.3
John Flyttov (Empl. Rep. - Member of the Board since 2015)	0.3		0.3	0.3		0.3
Dan Hansen (Empl. Rep. - Member of the Board since 2015)	0.3		0.3	0.3		0.3
Marlene Haugaard (Member of the Board until 2020)				0.1		0.1
Total emoluments to the Board of Directors	2.5	0.2	2.7	2.3	0.2	2.5

* The member of the Board of Directors has decided to waiver emoluments

Remuneration of the Executive Management

Remuneration governance

The Executive Management consist of the CEO, Thomas Woldbye. The remuneration of the Executive Management is reviewed and decided annually by the Board of Directors based on a proposal from the Remuneration Committee.

Composition of Remuneration structure

The remuneration structure for members of the Executive Management consist of the following components (see more detailed descriptions on the page 8):

• Annual base salary
• Short- and long term incentives
• Market typical benefits including company car, defined contribution pension scheme etc.
• Possibility for "stay on"-arrangements (not used in 2021)

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