Bond Orsted Energia A/S 2.5% ( XS1997070864 ) in GBP

Issuer Orsted Energia A/S
Market price 100 %  ▲ 
Country  Denmark
ISIN code  XS1997070864 ( in GBP )
Interest rate 2.5% per year ( payment 1 time a year)
Maturity 16/05/2033 - Bond has expired



Prospectus brochure of the bond Orsted A/S XS1997070864 in GBP 2.5%, expired


Minimal amount /
Total amount /
Detailed description rsted A/S is a Danish energy company specializing in offshore wind power, with additional activities in onshore wind, solar, energy storage, and bioenergy.

The Bond issued by Orsted Energia A/S ( Denmark ) , in GBP, with the ISIN code XS1997070864, pays a coupon of 2.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 16/05/2033








Base Prospectus dated 3 May 2019

RSTED A/S
(incorporated as a public limited company in Denmark with CVR number 36213728)


7,000,000,000
Debt Issuance Programme


Under the Debt Issuance Programme (the "Programme") described in this Base Prospectus (the "Base Prospectus"), rsted A/S (the
"Issuer" or "rsted"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue debt
securities (the "Notes"). Subject to compliance with all relevant laws, regulations and directives, the Notes may have no maximum
maturity. The aggregate nominal amount of Notes outstanding will not at any time exceed 7,000,000,000 (or the equivalent in other
currencies), subject to increase as provided in the Dealer Agreement (as defined herein).
Any Notes to be issued after the date hereof under the Programme are issued subject to the provisions set out herein save that Notes
which are to be consolidated and form a single series with Notes issued prior to the date hereof will be issued subject to the Conditions
of the Notes applicable on the date of issue for the first tranche of Notes of such series. Subject as aforesaid, this does not affect any
Notes issued prior to the date hereof.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities (as amended, the "Prospectus Act 2005") to
approve this document as a base prospectus. The CSSF assumes no responsibility for the economic and financial soundness of the
transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the
Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme
during the period of 12 months from the date of this Base Prospectus to be admitted to trading on the regulated market of the
Luxembourg Stock Exchange (the "Market") and to be admitted to the official list of the Luxembourg Stock Exchange (the "Official
List"). References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been
admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of
Directive 2014/65/EU (as amended, "MiFID II") of the European Parliament and of the Council on markets in financial instruments.
Details of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes and the issue price of Notes for each
Tranche (as defined herein) of Notes will be set out in the final terms (the "Final Terms") which, with respect to Notes to be admitted
to the Official List and to trading on the Luxembourg Stock Exchange, will be delivered to the CSSF and the Luxembourg Stock
Exchange on or before the date of issue of the Notes of such Tranche.
Each Series (as defined in "General Description of the Programme") of Notes in bearer form will be represented on issue by a
temporary global note in bearer form (a "temporary Global Note") or a permanent global note in bearer form (a "permanent Global
Note", and each of the temporary Global Note and permanent Global Note, a "Global Note"). If a Global Note is issued in new global
note ("NGN") form, the Global Note will be delivered on or prior to the issue date to a common safekeeper (the "Common
Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"). Notes in
registered form ("Registered Notes") will be represented by registered certificates (each a "Certificate"), one Certificate being issued
in respect of each Noteholder's entire holding of Registered Notes of one Series. Registered Notes issued in global form will be
represented by registered global certificates ("Global Certificates"). If a Global Certificate is held under the New Safekeeping
Structure (the "NSS"), the Global Certificate will be delivered on or prior to the issue date to a Common Safekeeper for Euroclear and
Clearstream, Luxembourg. Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") and Global
Certificates which are not held under the NSS may be deposited on the issue date with a common depositary on behalf of Euroclear
and Clearstream, Luxembourg (the "Common Depositary").
The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in
"Summary of Provisions Relating to the Notes while in Global Form".
The Programme has been rated Baal by Moody's Investors Service Ltd. ("Moody's"), BBB+ by S&P Global Ratings Europe Limited,
France branch ("S&P") and BBB+ by Fitch Ratings Ltd. ("Fitch"). S&P, Moody's and Fitch are established in the European Union
and registered under Regulation (EC) No 1060/2009 on credit rating agencies, as amended (the "CRA Regulation"). Notes to be
issued under the Programme may be rated or unrated (in each case as specified in the applicable Final Terms). Where a Tranche of
Notes is rated, the applicable rating(s) will be specified in the applicable Final Terms and such rating will not necessarily be the same
as the rating assigned to the Programme, the Issuer or Notes already issued. A rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, reduction or withdrawal at any time by the assigning agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base
Prospectus.


Arranger
Barclays
Dealers
Barclays
BNP PARIBAS
Citigroup
Danske Bank
Deutsche Bank
Handelsbanken Capital Markets
Goldman Sachs International
J.P. Morgan
Morgan Stanley
MUFG
NatWest Markets
Nordea
Rabobank
SEB






This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive
(as defined herein) and for the purpose of giving information with regard to the Issuer and the Notes which,
according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the
Issuer.
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms
for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer (having
taken all reasonable care to ensure that such is the case), the information contained in this Base Prospectus
is in accordance with the facts and does not omit anything likely to affect the import of such information.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuer, the
Arranger, Citicorp Trustee Company Limited (the "Trustee") or any of the Dealers (each as defined below).
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer or of the
Issuer and its subsidiaries and affiliates taken together (the "Group") since the date hereof or the date upon
which this Base Prospectus has been most recently amended or supplemented or that there has been no
adverse change in the financial position of the Issuer or the Group since the date hereof or the date upon
which this Base Prospectus has been most recently amended or supplemented or that any other information
supplied in connection with the Programme is correct as of any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
In the case of any Notes which are to be admitted to trading on a regulated market within the European
Economic Area (the "EEA") or offered to the public in a Member State of the EEA in circumstances which
require the publication of a prospectus under the Prospectus Directive, the minimum specified
denomination shall be 100,000 (or its equivalent in any other currency as at the date of issue of the Notes).
The Notes have not been and will not be registered under the United States Securities Act of 1933
(the "Securities Act"), and may include Notes in bearer form that are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to U.S. persons. For a description of certain restrictions on offers and sales of Notes
and on distribution of this Base Prospectus, see "Subscription and Sale".
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer, the Arranger, the Dealers and the Trustee do not represent that this Base
Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no
action has been taken by the Issuer, the Arranger, the Dealers or the Trustee which would permit a public
offering of any Notes or distribution of this Base Prospectus in any jurisdiction where action for that purpose
is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base
Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession this Base Prospectus or other offering material may come must
inform themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and
the offering and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus
and the offer or sale of Notes in the United States, the EEA (including the United Kingdom, Belgium and
the Republic of Italy), Japan, Switzerland and Singapore, see "Subscription and Sale".
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for the
contents of this Base Prospectus or for any other statement, made or purported to be made by the Arranger
or a Dealer or on its behalf in connection with the Issuer or the issue and offering of the Notes. The Arranger
and each Dealer accordingly disclaims all and any liability whether arising in tort or contract or otherwise
(save as referred to above) which it might otherwise have in respect of this Base Prospectus or any such
statement. Neither this Base Prospectus nor any other information supplied in connection with the
Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should
be considered as a recommendation by the Issuer, any of the Dealers, the Arranger or the Trustee that any
ii



recipient of this Base Prospectus or any other information supplied in connection with the Programme or
any Notes should purchase any Notes. Each potential purchaser of Notes should determine for itself the
relevance of the information contained in this Base Prospectus and its purchase of Notes should be based
upon such investigation as it deems necessary. None of the Dealers, the Trustee or the Arranger undertakes
to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated
by this Base Prospectus nor to advise any investor or potential investor in the Notes of any information
coming to the attention of any of the Dealers, the Trustee or the Arranger.
This Base Prospectus includes statements that are, or may be deemed to be, "forward-looking statements".
These forward-looking statements may be identified by the use of forward-looking terminology, including
the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or comparable terminology, or by discussions
of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include
all matters that are not historical facts. They appear in a number of places throughout this Base Prospectus
and include, but are not limited to, statements regarding the intentions of the Issuer, beliefs or current
expectations concerning, among other things, the business, results of operations, financial position and/or
prospects of the Issuer.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events
and circumstances. Forward-looking statements are not guarantees of future performance and the financial
position and results of operations of the Group, and the development of the markets and the industries in
which members of the Group operate, may differ materially from those described in, or suggested by, the
forward-looking statements contained in this Base Prospectus. In addition, even if the Group's results of
operations and financial position, and the development of the markets and the industries in which the Group
operates, are consistent with the forward-looking statements contained in this Base Prospectus, those results
or developments may not be indicative of results or developments in subsequent periods. A number of risks,
uncertainties and other factors could cause results and developments to differ materially from those
expressed or implied by the forward-looking statements. See "Risk Factors" below.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to a
"Member State" are references to a Member State of the EEA, references to the "Prospectus Directive"
are to Directive 2003/71/EC (as amended or superseded) and includes any relevant implementing measure
in the Relevant Member State, references to a "Relevant Member State" are to a Member State which has
implemented the Prospectus Directive, references to the "EU" are to the European Union, references to
"Danish Kroner" and "DKK" are to the currency of the Kingdom of Denmark, "Euro", "euro", "EUR" or
"" are to the currency introduced at the start of the third stage of European Economic and Monetary Union,
pursuant to the Treaty establishing the European Community, as amended, references to "Pounds
Sterling", "GBP" and "" are to the currency of the United Kingdom and references to "U.S. dollars",
"U.S.$" and "$" are to the currency of the United States of America.
In connection with the issue of any Tranche of Notes (as defined in "General Description of the Programme
-- Method of Issue"), the Dealer(s) (if any) acting as the stabilisation manager(s) (the "Stabilisation
Manager(s)") (or any person acting on behalf of any Stabilisation Manager(s)) may over-allot Notes or
effect transactions with a view to supporting the market price of the Notes at a level higher than that which
might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant
Tranche is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days
after the issue date of the relevant Tranche and 60 days after the date of the allotment of the relevant
Tranche. Any stabilisation action or over-allotment must be conducted by the relevant Stabilisation
Manager(s) (or any person acting on behalf of any Stabilisation Manager(s)) in accordance with all
applicable laws and rules.
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in
any applicable supplement;
iii



(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency
for principal or interest payments is different from the potential investor's currency;
(d)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets;
(e)
be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks; and
(f)
understand the accounting, legal, regulatory and tax implications of a purchase, holding and
disposal of an interest in the relevant Notes.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of
risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial
instruments unless it has the expertise (either alone or with a financial advisor) to evaluate how the Notes
will perform under changing conditions, the resulting effects on the value of the Notes and the impact this
investment will have on the potential investor's overall investment portfolio.
The investment activities of certain investors are subject to legal investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisors to determine
whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for
various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial
institutions should consult their legal advisors or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk based capital or similar rules.
IMPORTANT EEA RETAIL INVESTORS If the applicable Final Terms in respect of any Notes
includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be
offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or
otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a
customer within the meaning of Directive 2002/92/EC (as amended or superseded), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Directive. Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling
the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes will include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect
of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should take into consideration the target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules.
Singapore SFA Product Classification In connection with Section 309B of the Securities and Futures
iv



Act (Chapter 289) of Singapore (as modified or amended from time to time, the "SFA") and the Securities
and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"),
unless otherwise specified before an offer of Notes, the Issuer has determined, and hereby notifies all
relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are `prescribed capital markets
products' (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
Amounts payable under the Notes may be calculated by reference to certain reference rates. Any such
reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011 (the
"Benchmark Regulation"). If any such reference rate does constitute a benchmark, the Final Terms for
any such Notes will specify whether the administrator for the relevant reference rate appears on the register
of administrators and benchmarks established and maintained by the European Securities and Markets
Authority ("ESMA") pursuant to Article 36 (Register of administrators and benchmarks) of the Benchmark
Regulation. However, Article 51 (Transitional provisions) of the Benchmark Regulation provides that
index providers already providing a benchmark on 30 June 2016 have until 1 January 2020 to apply for
authorisation or registration in accordance with Article 34 (Authorisation and registration of an
administrator) of the Benchmark Regulation and may continue to provide such an existing benchmark until
1 January 2020 or, where the index provider submits an application for authorisation or registration, unless
and until such authorisation or registration is refused. The registration status of any administrator under the
Benchmark Regulation is a matter of public record and, save where required by applicable law, the Issuer
does not intend to update the relevant Final Terms to reflect any change in the registration status of the
administrator.
In this Base Prospectus, references to websites or uniform resource locators ("URLs") are inactive textual
references. The contents of any such website or URL shall not form part of this Base Prospectus.



v



CONTENTS

Page
RISK FACTORS .......................................................................................................................................... 1
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................. 17
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 22
SUPPLEMENTARY PROSPECTUS ........................................................................................................ 24
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 25
USE OF PROCEEDS ................................................................................................................................. 57
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............... 58
RSTED A/S ............................................................................................................................................. 63
DESCRIPTION OF ALTERNATIVE PERFORMANCE MEASURES ................................................... 92
FORM OF FINAL TERMS ........................................................................................................................ 95
TAXATION ............................................................................................................................................. 107
SUBSCRIPTION AND SALE ................................................................................................................. 109
GENERAL INFORMATION .................................................................................................................. 114
GLOSSARY OF SELECTED ENERGY AND OTHER TERMS ........................................................... 116
vi



RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes.
All of these factors are contingencies which may or may not occur and the Issuer is not in a position to
express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
the Notes, but the Issuer may be unable to pay interest, principal or other amounts on or in connection with
the Notes for other unknown reasons, and therefore the Issuer does not represent that the statements below
regarding the risks of holding the Notes are exhaustive. Prospective investors should also read the detailed
information set out elsewhere in this Base Prospectus (including any documents incorporated by reference
herein) and reach their own views prior to making any investment decision.
Factors that may affect the Issuer's ability to fulfil its obligations with respect to the Notes
Risks related to the Issuer's business operations
The Issuer is exposed to competition risks

The markets in which the Issuer operates are increasingly competitive, and as such, the Issuer is
exposed to the risk of not being able to compete effectively on an on-going basis in relation to
being awarded new renewables and energy projects, the energy sourcing and supply businesses
and other of the Issuer's activities. This may materially and adversely affect the Issuer's operations
or financial condition and cause harm to the Issuer's reputation.
The Issuer is exposed to the risk of technical breakdowns and operational disruptions

The Issuer is exposed to risks in connection with disruptions to the Issuer's operations, which may
be caused by technical breakdowns at wind power assets, including transmission assets, power
stations, distribution grids, natural gas assets, liquid natural gas ("LNG") or power storage
facilities, solar photovoltaic ("Solar PV") assets or other assets, aged or defective facility
components, insufficient maintenance, failed repairs, power outages, adverse weather conditions,
natural disasters, labour disputes, ill-intentioned acts or other accidents or incidents. These
disruptions could result in shut downs, delays or long-term decommissioning in production or
distribution of energy. This may materially and adversely affect the Issuer's operations or financial
condition and cause harm to the Issuer's reputation.
The Issuer is exposed to risks relating to construction projects

The Issuer faces risks in connection with construction projects, including risks relating to capital
expenditure overruns and delays arising from, among other factors, sub-suppliers not fulfilling
contractual supply obligations including having to be replaced, delays in installation and transit
vessels, adverse weather conditions, commercial and partner-related factors, delays in grid
connection provided by transmission system owners, or breach of contract by suppliers and sub-
suppliers. Such delays can lead to obligations, including compensation to partners, liquidated
damages to authorities granting the project licences or not meeting subsidy scheme milestones, and
following any divestments, potential warranties relating to assets constructed by the Issuer
including grid connections for its off-shore wind projects in the United Kingdom or other countries,
or other. This may materially and adversely affect the Issuer's operations or financial condition and
cause harm to the Issuer's reputation.

The Issuer has entered into partnerships under which the Issuer as constructor, operator and off-
taker under a long-term power purchase agreement ("PPA") has given certain guarantees for the
construction, timing of commencement and/or operation of its projects and made commitments
relating to off-take of production, and the Issuer may consequently face a larger risk in connection
with the construction projects than its ownership interest may imply and the Issuer may
consequently not earn the expected return or incur losses on the projects. This may materially and
adversely affect the Issuer's operations or financial condition and cause harm to the Issuer's
reputation.
1



The Issuer is exposed to completion risk and availability of certain new infrastructure assets

In relation to the development, construction and operation of energy producing assets and long-
term contracts, the Issuer is exposed to risks relating to the establishment and continuous
availability of export and import transmission and its distribution grids. Furthermore, the Issuer
has entered into energy sourcing and supply contracts which are conditional upon the availability
and completion of new infrastructure assets, and the Issuer will not benefit under these contracts
in the event such infrastructure assets are not developed, completed or do not operate according to
expectations and the Issuer may consequently not earn the expected return on related projects. This
may materially and adversely affect the Issuer's operations or financial condition and cause harm
to the Issuer's reputation.
The Issuer is exposed to risks in its wind power businesses

The Issuer's wind power business, is subject to certain risks, including the risks of not being able
to compete efficiently for new projects, construction risks, risks relating to technical defects,
including serial defects, in equipment and machinery, including but not limited to turbines,
foundations, substations, export and array cables, not being able to export generated power, risks
from natural wind fluctuations, adverse weather conditions, regulatory risks including changes to
agreed tariffs, risks relating to abandonment obligations and other. The Issuer may not be insured
against part of these risks which could also work to the effect that the Issuer is unable to meet its
obligations under any construction and/or operation and maintenance ("O&M") agreements.
Furthermore, the Issuer faces continual rapid pace of technological development in the wind power
industry and increasing degree of complexity due to increased water depths and distances to shore
in some markets, which could affect the Issuer's ability to compete efficiently and/or the
profitability of its projects. A materialisation of any of these risks may materially and adversely
affect the Issuer's operations or financial condition and cause harm to the Issuer's reputation.
The Issuer is exposed to sourcing and contract risks related to natural gas

The Issuer faces risks and uncertainties in the replacement of expiring long-term natural gas
sourcing and sales contracts, including LNG contracts, over time, the timing and result of any
renegotiation of long-term sourcing and sales contracts, and sourcing and availability of natural
gas, including but not limited to the risk of incurring take-or-pay obligations. The Issuer may
receive less natural gas through certain of its existing long-term sourcing contracts in the coming
years mainly due to natural gas depletion, aging infrastructure and supplier production facilities
and for other reasons. This may materially and adversely affect the Issuer's operations or financial
condition and cause harm to the Issuer's reputation.
The Issuer is exposed to risks related to capital expenditures and divestments

The Issuer's strategy for the future development of its business is supported by an investment
portfolio, and in some cases expectations of divestments or the entry into joint ventures, to each of
which it anticipates making significant net capital expenditures in the coming years. There can be
no assurance that the Issuer will be able to secure the various investment opportunities on
economically attractive terms or secure investment opportunities at all, or secure required project
rights, consents, permits, licences, subsidies, including US equity tax credits and access to relevant
infrastructure or that, once secured, such opportunities will ultimately prove profitable, and this
may consequently materially and adversely affect the Issuer's operations or financial condition and
cause harm to the Issuer's reputation.

The Issuer makes significant long-term capital expenditures and commitments on the basis of
forecasts on certain investment parameters, including but not limited to capital expenditure and
operating expenditure assumptions, market prices, subsidy levels, production volumes, currency
exchange rates and interest rates which may turn out to be wrong. In the event of any material
deviations from such estimates the Issuer may not earn the expected return on related projects or
may decide not to complete an investment project for which a Final Investment Decision ("FID")
has been taken or where project rights have been awarded and FID has not yet been taken. This
may consequently materially and adversely affect the Issuer's operations or financial condition and
cause harm to the Issuer's reputation.
2



The Issuer is exposed to risks relating to expanding its business activities into new green technologies
The Issuer may decide to make strategic investments and expand its business activities into new
green energy technologies, where it does not have or only have little presence such as energy
storage, Solar PV, onshore wind or green hydrogen. There can be no assurance that such
investments and expansion will ultimately prove profitable, and this may consequently materially
and adversely affect the Issuer's operations or financial condition and cause harm to the Issuer's
reputation.
The Issuer is exposed to the risks relating to the costs of decommissioning its assets

The cost of decommissioning the Issuer's operating assets such as wind farms, power plants, power
networks, pipelines, infrastructure assets and other assets required upon abandonment is dependent
on timing and scope, future cost levels and on the legislative and regulatory requirements in effect
at the time of decommissioning where the Issuer is currently subject to various regulatory
environments which contain uncertainties with respect to these obligations. As a result, the Issuer's
cost estimates and reserve provisions for decommissioning the Group's operating assets may be
insufficient, which could have a material adverse effect on the Issuer's business, cash flows, results
of operation and/or financial condition.
The Issuer is exposed to risks related to mergers, acquisitions and disposals

The Issuer faces risks, including but not limited to, risks such as those relating to integration,
obligations, representations and warranties in respect of mergers, acquisitions, disposals and
abandonments that have been undertaken and it would also face similar risks in the future if it
engages in such transactions. A materialisation of any of these risks may materially and adversely
affect the Issuer's operations or financial condition and cause harm to the Issuer's reputation.
The Issuer is exposed to risks related to its alliances and partnerships

The Issuer may be subject to joint and several liability in connection with existing and future
alliances or partnerships. Furthermore, the Issuer may be exposed to risks related to various
partners having different regulatory and business frameworks that might counteract the interests of
the Issuer, including but not limited to differences in tax regimes. This may materially and
adversely affect the Issuer's operations or financial condition and cause harm to the Issuer's
reputation.
The Issuer is exposed to risks related to assets in which it is a minority shareholder

The Issuer has joint control over, or hold only minority interests in, some of the assets in which the
Issuer participates. Furthermore, there are some assets in which the Issuer owns a majority interest
but where the relevant contractual terms give rights to minority investors that could limit the
Issuer's ability to control the asset in the Issuer's individual interest. A lack of control over such
assets could result in collective strategic, tactical and operational decisions with respect to these
assets that diverge from the Issuer's individual interests. Any such decisions may materially and
adversely affect the Issuer's operations or financial condition and cause harm to the Issuer's
reputation.
The Issuer is exposed to the risks of insufficient supply of fuel, materials and equipment

The Issuer is exposed to risks arising from delays in or insufficient supply of or lack of competition
between suppliers of fuel (for example, coal, natural gas, oil and biomass), services, materials and
equipment that the Issuer needs for its constructions and operations, including compressors,
turbines, export cables, substations, vessels and boilers. This may materially and adversely affect
the Issuer's operations or financial condition and cause harm to the Issuer's reputation.
The Issuer is exposed to risks related to weather conditions and shifts in climate

Seasonality and weather conditions and long-term shifts in climate, including, but not limited to,
unseasonably warm weather in autumn and winter, high levels of precipitation and unexpected
wind conditions, may affect both demand and market prices for the Issuer's products and the
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Issuer's generation levels for power and heat, and may materially and adversely affect the Issuer's
operations or financial condition and cause harm to the Issuer's reputation.
The profitability of the Issuer's gas and power supply business including gas storage and LNG capacity
is exposed to price risk from changes in energy supplies

The Issuer's gas and power supply business including LNG and gas storage capacity is exposed to
risks related to the market supply of natural gas, including LNG, heat and power production,
including but not limited to changes in the market supply as a result of, for example, the hydro
balance relating to power production and changes in power interconnector capacity in the Nordic
region and/or a lack of interconnection capacity to Western Europe and other regions and countries
where the Issuer conducts business. These risks could lead to a general change in market prices in
one or more of the geographical areas where the Issuer conducts its supply business. This may
materially and adversely affect the Issuer's operations or financial condition and cause harm to the
Issuer's reputation.

The Issuer is exposed to risks related to changes in the market supply of energy as a result of the
development of new technologies that improve the efficiency of energy extraction and discoveries
of new energy sources, for example, shale gas and any future new energy sources. This may
materially and adversely affect the Issuer's operations or financial condition and cause harm to the
Issuer's reputation.

The Issuer is exposed to tensions in the geopolitical environment involving Europe, the United
States, Russia and the Middle East. These tensions may shift supply of and prices for energy and
natural gas in particular. This may materially and adversely affect the Issuer's operations or
financial condition and cause harm to the Issuer's reputation.
The Issuer is exposed to risks related to the availability of certain transmission, hub platforms and
distribution infrastructure owned by external parties

The Issuer is exposed to risks related to the availability of natural gas, heat and power transmission,
hub platforms and distribution infrastructure owned by external parties in order to meet its
contractual supply obligations or for the transportation of the Issuer's own heat and power
production. The Issuer is also exposed to market risks, including market liquidity risk, if booked
capacity with natural gas or power infrastructure operators cannot be utilised or sold at attractive
prices. Furthermore, the Issuer is dependent upon the availability of infrastructure related to the
storage of natural gas and processing of liquefied natural gas. An adverse materialisation of any of
these risks may materially and adversely affect the Issuer's operations or financial condition and
cause harm to the Issuer's reputation.
The Issuer operates facilities and infrastructure by which it is exposed to risks related to causing
significant harm to the natural and human environment

The Issuer operates facilities and infrastructure by which it is exposed to the risks of causing
significant harm to the natural or human environment. These risks include accidents and injuries,
oil spills or discharges or other pollution of water, air, or soil, or with regard to waste disposal,
electromagnetic fields and the use and handling of hazardous or toxic chemicals and other materials
in or near, or external attacks on, the Issuer's production facilities and infrastructure or other, and
may materially and adversely affect the Issuer's operations or financial condition and cause harm
to the Issuer's reputation.
The Issuer is exposed to risks related to breakdown of its IT systems

The Issuer's information technology ("IT") landscape is complex and essential for the operation of
its energy infrastructure assets, energy producing assets and administration. A breakdown of IT
systems and/or networks through malfunction, hacking, cyber-attacks, viruses or other or
disruption to business critical supplies of data from external sources may affect the Issuer's
operations, which may materially and adversely affect the Issuer's operations or financial condition
and cause harm to the Issuer's reputation.
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