NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (the "United States") OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO OR TO ANY PERSON RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

6 December 2022

GATWICK AIRPORT LIMITED LAUNCHES TENDER OFFER

Gatwick Airport Limited (the "Offeror") has today launched separate invitations to the holders of the outstanding notes detailed below (each a "Series" and together the "Notes") issued by Gatwick Funding Limited (the "Issuer") to tender a portion of such Notes for purchase by the Offeror for cash (each such invitation an "Offer" and, together, the "Offers").

The Offers are made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 6 December 2022 (the "Tender Offer Memorandum") and are subject to the offer and distribution restrictions set out below and as described in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are available, subject to eligibility confirmation and registration, from the Tender Offer Website (https://deals.is.kroll.com/gatwick). Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offers. Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

THE OFFERS COMMENCE ON 6 DECEMBER 2022 AND WILL EXPIRE AT 16:00 (LONDON TIME) ON 13 DECEMBER 2022 (THE "EXPIRATION DEADLINE"), UNLESS EXTENDED, WITHDRAWN OR TERMINATED AT THE SOLE DISCRETION OF THE OFFEROR. TENDER INSTRUCTIONS, ONCE SUBMITTED, MAY NOT BE WITHDRAWN EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN THE TENDER OFFER MEMORANDUM UNDER THE HEADING "AMENDMENT AND TERMINATION".

Custodians, Direct Participants and Clearing Systems will have deadlines for receiving instructions prior to the Expiration Deadline and Noteholders should contact the intermediary through which they hold their Notes as soon as possible to ensure proper and timely delivery of instructions.

Rationale for the Offers

The Offers are being undertaken as part of the Offeror's balance sheet management, as well as providing liquidity to holders of the Notes.

Purchase Price

2024 Notes Purchase Price

The price payable by the Offeror in respect of the 2024 Notes accepted for purchase (the "2024 Notes Purchase Price") is set out in the table at the beginning of this announcement, and is expressed as a percentage of the principal amount of the relevant 2024 Notes.

Fixed Spread Notes Purchase Price

The price payable for Fixed Spread Notes of a Series accepted for purchase (in respect of each Series, the "Fixed Spread Notes Purchase Price") will be calculated at or around the Pricing Time on the Pricing Date, in accordance with the market standard convention, by reference to the annualised sum (in respect of each Series, the "Repurchase Yield") of the fixed spread in respect of that Series, as specified in the table on the cover page of the Tender Offer Memorandum (in respect of each Series of Fixed Spread Notes, the "Fixed Spread"), and the relevant Benchmark Reference Security Yield, expressed as a percentage and rounded to the third decimal place (with 0.0005 being rounded upwards). Specifically, the Fixed Spread Notes Purchase Price for each Series of Fixed Spread Notes will equal (a) the value of all remaining payments of principal and interest on Fixed Spread Notes of the relevant Series up to and including the Scheduled Redemption Date for the relevant Fixed Spread Notes, discounted to the Settlement Date at a discount rate equal to the Repurchase Yield, minus (b) Accrued Interest.

Accrued interest

In respect of any Notes accepted for purchase, the Offeror will also pay an amount equal to any accrued and unpaid interest on the relevant Notes from, and including, the interest payment date for the relevant Series immediately preceding the Settlement Date up to, but excluding, the Settlement Date, which is expected to be 20 December 2022.

Cancellation

Notes purchased by the Offeror pursuant to the Offers will be cancelled. Notes which have not been validly tendered and accepted for purchase pursuant to the Offers will remain outstanding after the Settlement Date subject to their respective terms.

Amounts subject to the Offers

The Offeror proposes to accept 2024 Notes for purchase up to a maximum aggregate principal amount of £150,000,000 (the "2024 Notes Target Acceptance Amount") on the terms and subject to the conditions contained in the Tender Offer Memorandum, although the Offeror reserves the right in its sole and absolute discretion to purchase  more or  less than (or none of) the 2024 Notes Target Acceptance Amount pursuant to the Offers.

The Offeror proposes to accept Fixed Spread Notes for purchase up to an aggregate purchase price (excluding Accrued Interest) of £200,000,000 (the "Fixed Spread Notes Offer Cap") on the terms and subject to the conditions contained in the Tender Offer Memorandum, although the Offeror reserves the right in its sole and absolute discretion to purchase  more or  less than (or none of) the Fixed Spread Notes Offer Cap pursuant to the Offers. The Offeror will determine the allocation of funds between each Series of Fixed Spread Notes in its sole and absolute discretion.

Amendment and Termination

The Offeror reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Offers and to amend or waive any of the terms and conditions of the Offers (including, but not limited to, purchasing  more or  less than the 2024 Notes Target Acceptance Amount or the Fixed Spread Notes Offer Cap) at any time following the announcement of the Offers, as described herein under the heading "Amendment and Termination". Details of any such extension, re-opening, withdrawal, termination, amendment or waiver will be notified to the Noteholders as soon as possible after such decision.

Transaction Conditions

An offer of Notes for repurchase pursuant to the relevant Offer may only be made by the submission of a valid Tender Instruction.  The acceptance of Notes for repurchase pursuant to the Offers is conditional on the satisfaction or waiver of the Transaction Conditions.

Tender Instructions

Tender Instructions must be submitted in respect of a principal amount of Notes of the relevant Series of no less than the applicable Minimum Denomination for that Series. A separate Tender Instruction must be submitted on behalf of each beneficial owner of Notes and in respect of each Series due to potential scaling.

The submission of a valid Tender Instruction will be irrevocable (except in the limited circumstances described in the Tender Offer Memorandum).

Indicative Timetable

This is an indicative timetable showing one possible outcome for the timing of the Offers based on the dates in the Tender Offer Memorandum.  This timetable is subject to change and dates and times may be extended or amended by the Offeror in accordance with the terms of the Offers as described in the Tender Offer Memorandum.  Accordingly, the actual timetable may differ significantly from the timetable below.

Unless stated otherwise, announcements in connection with the Offers will be made via RNS. Such announcements may also be made by (i) the issue of a press release to a Notifying News Service and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Tender Offer Website or from the Tender and Information Agent, the contact details for whom are on the last page of the Tender Offer Memorandum. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender and Information Agent for the relevant announcements relating to the Offers.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the deadlines specified above.  The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.

Further Information

Any questions or requests for assistance in connection with the Offers may be directed to the Dealer Managers at the following telephone number or e-mail address:

Any questions or requests for assistance in connection with the delivery of Tender Instructions or requests for additional copies of the Tender Offer Memorandum or related documents, which may be obtained free of charge, may be directed to the Tender and Information Agent:

Market Abuse Regulation

This announcement is released by the Issuer and contains information in relation to the Notes that qualified as inside information for the purposes of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") ("MAR"), encompassing information relating to the Bonds. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic law of the United Kingdom by virtue of the EUWA, this Notice is made by Lucy Chadwick, a Director of the Offeror.

Disclaimer

Noteholders must read this announcement in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the contents of this announcement and/or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Notes pursuant to the Offer.

The Dealer Managers are acting exclusively for the Offeror and no one else in connection with the arrangements described in this announcement and the Tender Offer Memorandum and none of the Dealer Managers, the Information and Tender Agent, or any director, officer, employee, agent or affiliate of any such person, will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers, and accordingly none of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees or affiliates make any representation or recommendation whatsoever regarding the Offers or any recommendation as to whether Noteholders should tender Notes in the Offers or otherwise participate in the Offers.

Offer and Distribution Restrictions

Neither this announcement nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

United States

The Offers are not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")).  This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.  Accordingly, copies of this announcement and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Notes cannot be tendered in the Offers by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person.  Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Notes participating in an Offer will represent that it is not a U.S. Person located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offers are not being made, directly or indirectly, in the Republic of France ("France") other than to qualified investors (investisseurs qualifiés) as referred to in Article L.411-2 1° of the French Code monétaire et financier and defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended).  Neither this announcement nor any other documents or materials relating to the Offers have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Offers.  This announcement and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Italy

None of the Offers, this announcement or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

The Offers are being carried out in the Republic of Italy as an exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999 ).

Noteholders, or beneficial owners of the Notes, can tender some or all of their Notes pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.