Keops acquires the remaining shares of M2 A/S, increases the share capital in Keops A/S, wins significant development project on Aarhus Harbour and adjusts the expectations (outlook)

Reported via Company News Service to the Copenhagen Stock Exchange on 16 April
2007: 

Today, the Supervisory Board of Keops has approved the acquisition of the
remaining 40% of the share capital in M2 A/S, so that Keops now owns 100 % of
the company. 

Simultaneously, the Supervisory Board has decided to launch a capital increase
through non-cash contribution by issuing a total of 3,028,682 new shares of DKK
1 at a price of DKK 20.57 per share of DKK 1. 

At the same time, Keops Development is strengthening its office in the western
part of Denmark in connection with the involvement in Light*house, a
significant five-year development project on Aarhus Harbour worth a total of
approximately DKK 2.5 billion, of which Keops accounts for approx. 40%. 

Finally, the expectations of profit before tax are adjusted by DKK 50 million
from previously announced DKK 500-700 million to DKK 450-650 million. 


Acquisition of the remaining 40% of the share capital in M2 A/S
Today, Keops has entered into an agreement with the other shareholders in the
company M2 A/S (Danish Central Business Registration no. 27296386). 

According to the agreement as of today, Keops acquires the remaining 40% of the
share capital of M2 A/S at a price of DKK 33.5 million. Furthermore, the
parties have agreed that the previously paid amount of DKK 50 million for 60%
of the company is the final consideration for the 60% ownership share. 

Accordingly, Keops' total acquisition price for 100% ownership of M2 A/S
represents DKK 83.5 million, which is significantly below the originally
expected acquisition price. As described in notice to the Stock Exchange no.
257 dated 4 July 2006, Keops originally expected to pay DKK 150-170 million for
60% of M2 A/S depending on estimated realised gross profit for the project
portfolio (earn out). 

The remaining shareholders' subordinated loans in M2 A/S of a total of DKK 28.8
million are also redeemed as a part of the transaction. 

In order to strengthen the equity of M2 A/S, Keops has also decided to inject
new equity in the amount of DKK 60 million, and thereby significantly
strengthening the equity of M2 A/S. 

Confidence in M2 and establishing Keops Development in Aarhus
Changed conditions due to a stagnating and slow residential market, increased
marketing costs and new accounting policies resulting in recognition of income
from projects in progress being postponed to when projects are finally handed
over have resulted in M2 A/S not being able to meet the expectations of profit
for the period since Keops' acquisition of 60% of the share capital. 

This situation has caused discussions among the owners regarding the future
operation and structure of ownership. As Keops assesses that further expansion
of M2 and a closer integration with Keops Development will strengthen the
company's position, these discussions have led to Keops' acquisition of the
remaining shares. 

The acquisition of the remaining 40% of the share capital very clearly marks
that Keops has great confidence in M2 A/S' concept and the portfolio of well
located building sites, and therefore the company expects to deliver
satisfactory positive results in future. 

This is substantiated by the fact that there has been a positive development in
the sale of M2 houses and sites in recent months, which combined with
implementation of cost reduction initiatives have resulted in improved earnings
and an expectation of positive operating results in the second half of the
financial year 2006/07. A closer integration with Keops Development is to be
used to further strengthen the position of M2 in order to enhance the positive
development the company has seen during recent months. 

Simultaneously with the strengthening of M2, Keops Development is establishing
a stronger branch in Aarhus in connection with the participation in the
consortium, which has today been appointed by the Municipality of Aarhus to
carry out the first stage of the development on the city harbour area. The
winning project - Light*house - encompasses development of a total of 60,000
square metres of residential and commercial facilities over the next five
years. The project total is estimated at DKK 2.5 billion and Keops
Development's share of the consortium is approximately 40%. 

It is expected that significant advantages can be gained for M2 as well as
Keops' other development activities by using the M2 A/S head office in Aarhus
as base for establishment of the Development branch in Aarhus as the head
office is located and functions ideally in relation to the project on Aarhus
Harbour. 

Completion of issue of new shares through non cash-contribution relating to the
acquisition of shares in M2 A/S and redemption of debt to the other
shareholders 
The shareholders of M2 A/S are obliged to spend the cash proceeds from the
agreement to subscribe for shares in Keops A/S. 

Consequently, the Supervisory Board has today decided partly to exercise the
authorisation given at the Annual General Meeting in Keops on 26 January 2007
to issue new shares through a non-cash contribution relating to the acquisition
of 40% of M2 A/S and redemption of the other shareholders' subordinated loans. 

Keops will attempt to list the shares as soon as possible according to
effective rules and regulations. The new shares will be applied for listing as
soon as possible after registration of the capital increase with the Danish
Commerce and Companies Agency. 

Authorisation to increase equity 
The decision to increase the share capital is based upon the Supervisory Board
partly exercising the authorisation included in article 5.1 in conjunction with
article 5.2 of the Company's Articles of Association whereby the Supervisory
Board until 31 December 2008 is authorised to increase the share capital by up
to nominally DKK 50 million equalling 50 million shares of a nominal value of
DKK 1 in one or several rounds. As such, the Supervisory Board has today
decided to issue 3,028,682 shares of a nominal value of DKK 1 at a price of DKK
20.57 per share of DKK 1 against a contribution of DKK 62.3 million without
pre-emption rights for the company's existing shareholders. 

The new shares will be subject to the same rules as the Company's exiting
shares listed under the ISIN code DK0010250588 under which code the new shares
will be issued. The shares shall be issued to bearer but may be registered by
name and will be negotiable instruments and will, in terms of redemption and
voting rights, be subject to the same rules as the existing shares. The shares
will carry the right to full dividends for the entire financial year 2006/07 as
well as to any other rights in the Company as from the time of registration of
the capital increase with the Danish Commerce and Companies Agency. There are
no restrictions in the negotiability of the shares. 

Keops' financial year runs from 1 October to 30 September. Keops' Central
Business Registration no. is 36 85 00 19. 

After the issue of new shares through the non-cash contribution, the
Supervisory Board is until 31 December 2008 authorised to increase the share
capital by up to nominally DKK 46,971,318 million, equalling 46,971,318 shares
of a nominal value of DKK 1 in one or several rounds according to article 5.1
in conjunction with article 5.2 of the Articles of Association. 

Lock-up agreements
For the new shares, it has been agreed that 700,048 shares of DKK 1 will be in
escrow until 5 July 2007 and that 668,449 shares of DKK 1 will be in escrow
until 31 October 2007 so that these shares cannot be sold until after 5 July
2007 and 31 October 2007, respectively. 

Admission for listing
An application will be made for listing of the new shares on the Copenhagen
Stock Exchange A/S under the existing ISIN code DK0010250588 as soon as
possible after registration of the capital increase with the Danish Commerce
and Companies Agency and the Danish VP Securities Services. 

Subscription price
The subscription price has been determined at DKK 20.57 per share.

The price has been determined as the average quoted price for Keops A/S in the
last three trading days before the date of the agreement, i.e. 11 to 13 April
2007. 

Changes in share capital and ownership structure 
After the capital increase, the total share capital of Keops will amount to
nominally DKK 178,739,619 divided into 178,739,619 shares of DKK 1.00. The
capital increase represents approx. 1.72% of the total share capital before the
issue. 

	Nominal share capital DKK		Number of shares of DKK 1,00		
Increase 
in per cent
Share capital at 16 April 2007	175,710,937		175,710,937		
Direct placement on 16 April 2007	3,028,682		3,028,682		1.72%
Total 	178,739,619		178,739,619		1.72%

Strengthening of equity
The capital increase will enhance the equity in Keops by DKK 62.3 million. In
addition, the final payment of the minority shareholders in M2 A/S implies that
recognised put options with a discounted value of DKK 47.5 million may be
reversed in equity. Consequently, the total increase in Keops' equity is DKK
110 million. 

Keops expectations of the future
As mentioned above, results in M2 A/S have been unsatisfactory and below the
expectations as a result of the stagnating residential market and increased
marketing costs. It is expected that operating results in M2 A/S will be
positive in the second half of the financial year 2006/07, however, still at a
lower level than originally expected as the initiated and planned improvement
initiatives are not expected to materialise until in a few years, and therefore
will not have significant influence until the next financial year. 

As a consequence of this, Management adjusts the most recently reported
expectations of Keops Group's consolidated profit before tax by DKK 50 million.
Accordingly, the expectations of profit before tax for 2006/07 now constitute
DKK 450-650 million compared with previously announced DKK 500-700 million. The
expectations of profit include value adjustments of properties and debt of a
total of approx. DKK 170 million. 


Dividend tax

Individuals and companies resident in Denmark

Individuals
Dividend payments to individuals are for tax purposes treated as share income.
Total annual share income of up to DKK 45,500 (2007) is taxed at a rate of 28%.
Share income exceeding this amount is subject to tax at a rate of 43%. For
married couples the limit for applying the 28% tax rate is DKK 91,000 (2007).
For dividend payments, Keops will withhold tax of 28% in advance. If the share
income in the relevant year solely comprises dividends and does not exceed DKK
45,500/DKK 91,000 (2007), the tax withheld will correspond to the final
dividend tax. 
 
Companies
Companies holding less than 15% (2007) of the share capital in Keops are
subject to income tax on the first 66% of the dividend amounts, i.e. at a rate
of 28%. Dividends paid to a company are subject to withholding dividend tax at
a rate of 18.48%, corresponding to the final dividend tax. 

Companies holding at least 15% or more of the share capital in Keops for a
period of not less than 12 months after the dividend payment is affected are
not subject to tax on dividends from Keops, and Keops will as a general rule
not withhold any withholding tax on such amounts. 

Individuals and companies resident abroad
Dividends distributed by Keops to a non-resident individual or company, etc.
are as a general rule subject to dividend tax at a rate of 28%. If Denmark has
entered into a double tax treaty with the country in which the shareholder is
resident, the shareholder may apply the Danish tax authorities for a repayment
of any dividend tax in excess of the dividend tax to which Denmark is entitled
pursuant to the double tax treaty in question. 

Since 1 November 2005, it has been possible for the Danish VP Securities
Services or the distributing company to make an arrangement with the tax
authorities to the effect that tax withheld on dividend payments made by the
company to the individual shareholder will only be at the rate set out in the
double tax treaty. No such arrangement had been agreed at the time of the
capital increase with respect to dividend payments made by Keops. 

Companies holding at least 15% or more of the share capital in Keops for a
period of not less than 12 months after the dividend payment is affected are as
a general rule not subject to tax on dividends from Keops, and Keops will as a
general rule not withhold any withholding tax on such amounts. This tax
exemption is, however, subject to tax on dividends being abandoned or reduced
in accordance with the provisions of Directive 90/435/EC (the
Parent/Subsidiaries Directive) or in accordance with a double tax treaty and to
the requirements of s. 2(1)(c) of the Danish Corporation Tax Act being met. 

Please address questions relating to this Notice to Deputy CEO Karsten Poulsen,
CFO Michael Rosenvold or Head of Communications Susanne Lindø on telephone +45
3341 0000. 

This Notice in the English language is a translation of the Danish original
version. In the event of inconsistencies, the Danish version shall apply. 

Forward-looking Statements
This Notice to the Stock Exchange may contain forward-looking statements within
the meaning of US Private Securities Litigation Act of 1995 and similar laws
and regulations in other countries regarding expectations of the future
development. Forward-looking statements provide our expectations or forecasts
of future events. You can identify these statements by the fact that they do
not relate strictly to historical or current facts. They use words such as
anticipate, estimate, expect, project, intend, plan, believe and other words
and terms of similar meaning in connection with a discussion of future
operating or financial performance. 

Such forward-looking statements are subject to risks, uncertainties and
inaccurate assumptions. This may cause actual results to differ materially from
expectations and it may cause any or all of our forward-looking statements here
or in other publications to be wrong. Factors that might affect such
expectations include, but are not limited to, general economic and business
conditions and interest rate and currency exchange rate fluctuations. 

As a result you should not rely on these forward-looking statements. Keops is
under no duty to update any of the forward-looking statements or to confirm
such statements to actual results, except to the extent required by law. 

Please also refer to the description of risk factors on pages 30 to 33 of
Keops' Annual Report 2005/06, which is available from www.keops.dk.