Bond Orsted Energia A/S 1.75% ( XS2010036874 ) in EUR

Orsted Energia A/S

100 % ▲

Denmark

XS2010036874 ( in EUR )

1.75% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond Orsted A/S XS2010036874 en EUR 1.75%, maturity Perpetual

100 000 EUR

600 000 000 EUR

09/12/2025 ( In 144 days )

Ørsted 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 EUR, with the ISIN code XS2010036874, pays a coupon of 1.75% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

Prospectus dated 5 December 2019
ØRSTED A/S
(incorporated as a public limited company in Denmark with CVR number 36213728)
600,000,000
Callable Subordinated Capital Securities due 3019
ISIN XS2010036874
The 600,000,000 Callable Subordinated Capital Securities due 3019 (the "Securities") will be issued by Ørsted A/S (the "Issuer" or "Ørsted")
on 9 December 2019 (the "Issue Date"). The Securities will bear interest from (and including) 9 December 2019 (the "Interest Commencement
Date") to (but excluding) 9 December 2027 (the "First Reset Date") at rate of 1.750 per cent. per annum (the "First Fixed Rate"). Thereafter,
unless previously redeemed, the Securities will bear interest from (and including) the First Reset Date to (but excluding) 9 December 2032 (the
"First Step-up Date") at the 5-year swap rate for the Reset Period (as defined herein) commencing on the First Reset Date plus a margin of 195.2
basis points per annum (no step-up). From (and including) the First Step-up Date to (but excluding) the next subsequent Reset Date (as defined
herein) and thereafter from (and including) each Reset Date to (but excluding) the next subsequent Reset Date until the Reset Date falling on 9
December 2047 (the "Second Step-up Date") the Securities will bear interest at the 5-year swap rate for the relevant Reset Period in which the
coupon period falls plus a margin of 220.2 basis points per annum (including a step-up of 25 basis points). From (and including) the Second Step-
up Date to (but excluding) the next subsequent Reset Date and thereafter from (and including) each Reset Date to (but excluding) the next
subsequent Reset Date until 9 December 3019 (the "Maturity Date") the Securities will bear interest at the 5-year swap rate for the relevant Reset
Period in which the coupon period falls plus a margin of 295.2 basis points per annum (including a further step-up of 75 basis points). During each
such period, interest is scheduled to be paid annually in arrear on 9 December in each year (each a "Coupon Payment Date"), commencing on 9
December 2020, as described under "Terms and Conditions of the Securities Coupons".
Payments of interest on the Securities may be deferred at the option of the Issuer (see "Terms and Conditions of the Securities Optional Coupon
Deferral"). Payments on the Securities will be made without deduction for or on account of taxes of the Kingdom of Denmark to the extent
described under the "Terms and Conditions of the Securities Taxation".
Unless previously redeemed or purchased by the Issuer as provided below, the Securities will be redeemed on the Maturity Date at their principal
amount (together with accrued interest in respect of the Coupon Period (as defined herein) ending on (but excluding) the Maturity Date). Any
Outstanding Payments (as defined in the terms and conditions of the Securities (the "Conditions")) will be cancelled on the Maturity Date.
The Securities will be redeemable at the option of the Issuer, in whole but not in part, on any date during the period commencing (and including)
9 September 2027 to (and including) the First Reset Date, or on any Coupon Payment Date falling after the First Reset Date at their principal
amount (together with accrued interest and any Outstanding Payments). In addition, the Securities will be redeemable at the option of the Issuer in
whole but not in part at the amount specified in the Conditions (i) for taxation reasons, (ii) for accounting reasons, (iii) on the occurrence of a
Ratings Event (as defined herein) or (iv) in the event that the Issuer has purchased and cancelled 75 per cent. or more of the initial principal amount
of the Securities, all as more fully described in "Terms and Conditions of the Securities Redemption and Purchase".
The Securities and the Coupons will constitute direct, unsecured and subordinated obligations of the Issuer. See "Terms and Conditions of the
Securities -- Status". The Securities are serially numbered and in bearer form in the denominations of 100,000 and integral multiples of 1,000
in excess thereof, up to and including 199,000.
This Prospectus (the "Prospectus") has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), as competent
authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation") as a prospectus within the meaning of Article 6.3 of the Prospectus
Regulation for the purpose of giving information relating to the issue by the Issuer of the Securities. The CSSF only approves this Prospectus as
meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be
considered as an endorsement of either the Issuer or the quality of the Securities that are the subject of this Prospectus. In accordance with Article
6 (4) of the Luxembourg Law of 16 July 2019 on prospectuses for securities, the CSSF does not make any representation as to the economic or
financial opportunity of the issue of the Securities nor as to the quality and solvency of the Issuer. Investors should make their own assessment as
to the suitability of investing in the Securities.
Application has also been made to the Luxembourg Stock Exchange for the Securities to be admitted to listing on the official list of the Luxembourg
Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. References in this
Prospectus to the Securities being "listed" (and all related references) shall mean that the Securities have been admitted to listing on the Official
List and admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is a
regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU, as amended ("MiFID II"), appearing on the list
of regulated markets issued by the European Commission. Application has been made for the Securities to be inscribed on the Luxembourg Green
Exchange platform ("LGX").
This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy Securities in any jurisdiction where such offer or solicitation
is unlawful. The Securities are subject to U.S. tax law requirements and may, subject to certain exceptions, not be offered, sold or delivered within
the United States or to U.S. persons. For a further description of certain restrictions on the offering and sale of the Securities and on the distribution
of this Prospectus, see "Selling Restrictions" below.
This Prospectus is valid for a year from 5 December 2019. The obligation to supplement the Prospectus in the event of significant new factors,
material mistakes or material inaccuracies will not apply when the Prospectus is no longer valid. For this purpose, "valid" means valid for making
offers to the public or admissions to trading on a regulated market by or with the consent of the Issuer and the obligation to supplement the
prospectus is only required within its period of validity between the time when the prospectus is approved and the closing of the offer period for
the Securities or the time when trading on a regulated market begins, whichever occurs later.
Prohibition of Sales to EEA Retail Investors - The Securities 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 European Economic Area (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
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MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), 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 Regulation. No key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for
offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared. Offering or selling
the Securities or otherwise making them available to any retail investor in the EEA may therefore be unlawful under the PRIIPS
Regulation.
MIFID II product governance / Professional investors and ECPs only target market Solely for the purpose of each manufacturer's
product approval process, the target market assessment in respect of the Securities has led to the conclusion that: (i) the target market
for the Securities is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for
distribution of the Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the Securities (a "distributor") should take into consideration the manufacturers' target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Securities (by either
adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and are
being offered and sold in transactions outside the United States of America ("United States") to non-U.S. persons (as defined in Regulation
S under the Securities Act ("Regulation S")) in reliance on Regulation S.
The Securities will initially be represented by a temporary global security (the "Temporary Global Security"), without interest coupons, which
will be deposited on or about the Issue Date with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A.
("Clearstream, Luxembourg"). Interests in the Temporary Global Security will be exchangeable for interests in a permanent global security (the
"Permanent Global Security" and, together with the Temporary Global Security, the "Global Securities"), without interest coupons, on or about
20 January 2020, upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Security will be exchangeable for
definitive Securities ("Definitive Securities") only in certain limited circumstances - see "Summary of Provisions relating to the Securities while
represented by the Global Securities".
The Securities are expected to be rated BB+ by S&P Global Ratings Europe Limited, ("S&P"), Baa3 by Moody's Investors Service Ltd.
("Moody's") and BBB- by Fitch Ratings Ltd. ("Fitch"). S&P, Moody's and Fitch are established in the EEA and registered under the Regulation
(EC) No 1060/2009 on credit rating agencies ("CRA Regulation"), as amended, and is included in the list of registered credit rating agencies
published by European Securities and Markets Authority ("ESMA") on its website in accordance with CRA Regulation. A rating is not a
recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by the assigning
rating agency.
S&P defines BB+ as follows: An obligation rated 'BB' is less vulnerable to non-payment than other speculative issues. However, it faces major
ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor's inadequate capacity to
meet its financial commitment on the obligation. The ratings from 'AA' to 'CCC' may be modified by the addition of a plus or minus sign to show
relative standing within the major rating categories. Moody's defines Baa3 as follows: Obligations rated Baa are judged to be medium-grade and
subject to moderate credit risk and as such may possess certain speculative characteristics. Fitch defines BBB- as follows: A 'BBB' rating indicates
that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business
or economic conditions are more likely to impair this capacity. The modifiers plus or minus may be appended to a rating to denote relative status
within major rating categories.
Amounts payable under the Securities may be calculated by reference to the Euro Interbank Offered Rate ("EURIBOR") which is provided by the
European Money Markets ("EMMI"). As at the date of this Prospectus, EMMI appears on the register of administrators and benchmarks established
and maintained by the European and Securities Markets Authority ("ESMA") pursuant to Article 36 of the Benchmark Regulation (Regulation
(EU) 2016/1011) (the "BMR")
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
Global Coordinator and Joint Lead Manager
J.P. MORGAN
Joint Lead Managers
CITIGROUP
DANSKE BANK
MUFG
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RESPONSIBILITY STATEMENT
Ørsted A/S (the "Issuer" and together with its subsidiaries and affiliates, the "Group") accepts responsibility
for the information contained or incorporated by reference in this Prospectus and hereby declares that, having
taken all reasonable care to ensure that such is the case, the information contained or incorporated by reference
in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely
to affect its import.
NOTICE
This Prospectus is to be read in conjunction with any supplement hereto and with all the documents which are
incorporated herein by reference (see "Documents Incorporated by Reference").
The information contained in this Prospectus has been provided by the Issuer and the other sources identified
herein. To the fullest extent permitted by law, no representation or warranty is made or implied by Citigroup
Global Markets Limited, Danske Bank A/S, J.P. Morgan Securities plc and MUFG Securities EMEA plc (the
"Joint Lead Managers" and each a "Joint Lead Manager") or any of their respective affiliates, Deutsche
Bank AG, London Branch (the "Principal Paying Agent" and "Calculation Agent") or Deutsche Trustee
Company Limited as trustee (the "Trustee"), and neither the Joint Lead Managers nor any of their respective
affiliates nor the Principal Paying Agent nor the Calculation Agent nor the Trustee make any representation or
warranty or accept any responsibility, as to the accuracy or completeness of the information contained in this
Prospectus or for any statement purported to be made by or on behalf of the Joint Lead Managers, the Principal
Paying Agent, the Calculation Agent or the Trustee. The Joint Lead Managers, the Principal Paying Agent, the
Calculation Agent and the Trustee accordingly disclaim all and any liability whether arising in tort or contract
or otherwise which they might otherwise have in respect of this Prospectus or any such statement.
No person has been authorised to give any information or to make any representation concerning the Issuer or
the Securities (other than as contained in this Prospectus) and, if given or made, any such other information or
representation should not be relied upon as having been authorised by the Issuer, the Joint Lead Managers, the
Principal Paying Agent, the Calculation Agent or the Trustee. In making an investment decision, investors must
rely on their own examination of the Issuer and the terms of the offering, including the merits and risks involved.
Any decision to purchase Securities should be based solely on this Prospectus.
Any reproduction or distribution of this Prospectus, in whole or in part, and any disclosure of its contents or
use of any information herein for any purpose other than considering an investment in the Securities is
prohibited. Each offeree of the Securities, by accepting delivery of this Prospectus, agrees to the foregoing.
The Issuer has confirmed to the Joint Lead Managers that this Prospectus is true and accurate in all material
respects and is not misleading; that any opinions and intentions expressed herein are honestly held and based
on reasonable assumptions; that there are no other facts with respect to the Issuer the omission of which would
make this Prospectus as a whole or any statement herein or opinions or intentions expressed herein misleading
in any material respect; and that all reasonable enquiries have been made to verify the foregoing.
The Joint Lead Managers are acting exclusively for the Issuer and no other person in connection with the
offering of the Securities. They will not regard any other person (whether or not such person is a recipient of
this document) as their client in relation to the offering of the Securities and will not be responsible to anyone
other than the Issuer for providing the protections afforded to their respective clients or for giving advice in
relation to the offering or any transaction or arrangement referred to herein.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Securities shall, in any
circumstances, create any implication that the information contained in this Prospectus is true subsequent to the
date upon which this Prospectus has been published or most recently amended or supplemented or that there
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has been no adverse change in the financial position of the Issuer since the date hereof or, as the case may be,
the date upon which this Prospectus has been most recently amended or supplemented or the date of the
consolidated statement of financial position of the most recent financial statements, or that any other
information supplied in connection with the Securities is correct at any time subsequent to the date on which it
is supplied or, if different, the date indicated in the document containing the same.
None of the Issuer, the Joint Lead Managers, the Principal Paying Agent, the Calculation Agent or the Trustee,
or any of their respective representatives, is making any representation to any offeree or purchaser of the
Securities regarding the legality of an investment in the Securities by such offeree or purchaser under the laws
applicable to such offeree or purchaser. Prospective investors should not construe anything in this Prospectus
as legal, tax, business or financial advice. Each investor should consult with his or her own advisors as to the
legal, tax, business, financial and related aspects of a purchase of the Securities.
This document may only be communicated or caused to be communicated in circumstances in which Section
21 para. 1 of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
The Securities have not been and will not be registered under the Securities Act and are subject to U.S. tax law
requirements. Subject to certain exceptions, the Securities may not be offered, sold or delivered within the
United States or to U.S. persons; see "Selling Restrictions".
NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT (CHAPTER
289) OF SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME (THE "SFA") - In
connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations
2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant
persons (as defined in Section 309A(1) of the SFA), that the Securities 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).
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Securities 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 European Economic Area (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 the Insurance Distribution Directive, 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 Regulation. No key information document required by the PRIIPs
Regulation for offering or selling the Securities or otherwise making them available to retail investors in the
EEA has been prepared. Offering or selling the Securities or otherwise making them available to any retail
investor in the EEA may therefore be unlawful.
The distribution of this Prospectus as well as the offering, sale, and delivery of the Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the
Issuer, the Joint Lead Managers, the Principal Paying Agent, the Calculation Agent and the Trustee to inform
themselves about and to observe any such restrictions. This Prospectus does not constitute an offer of, or an
invitation to purchase, any of the Securities in any jurisdiction in which such offer, exercise or invitation would
be unlawful. None of the Issuer, the Joint Lead Managers, the Principal Paying Agent, the Calculation Agent or
the Trustee or any of their respective affiliates accepts any legal responsibility for any violation by any person,
whether or not a prospective investor, of any such restrictions.
This Prospectus may not be used for the purpose of an offer or solicitation by anyone in any jurisdiction
in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such
an offer or solicitation.
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This Prospectus does not constitute an offer or an invitation to subscribe for or purchase the Securities and
should not be considered as a recommendation by the Issuer, the Joint Lead Managers, the Principal Paying
Agent, the Calculation Agent or the Trustee that any recipient of this Prospectus should subscribe for or purchase
Securities. Each recipient of this Prospectus shall be considered to have made its own investigation and
appraisal of the condition (financial or otherwise) of the Issuer.
IN CONNECTION WITH THE ISSUANCE OF THE SECURITIES, J.P. MORGAN SECURITIES PLC
(THE "STABILISATION MANAGER") (OR PERSONS ACTING ON BEHALF OF THE
STABILISATION MANAGER) MAY OVER-ALLOT THE SECURITIES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE SECURITIES
AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER,
STABILISATION MAY NOT NECESSARY OCCUR. ANY STABILISATION ACTION MAY BEGIN
ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF
THE OFFER OF THE SECURITIES 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 AND 60
DAYS AFTER THE DATE OF THE ALLOTMENT OF THE SECURITIES. ANY STABILISATION
ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISATION MANAGER
(OR PERSON(S) ACTING ON BEHALF OF THE STABILISATION MANAGER) IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND RULES.
All references in this Prospectus to (i) "Danish Krone" and "DKK" are to the lawful currency for the time
being of Denmark; (ii) "euro" and "" are to the currency introduced as the start of the third stage of European
Economic and Monetary Union, pursuant to the Treaty establishing the European Community, as amended; and
(iii) "U.S. dollars" and "USD" are to the lawful currency for the time being of the United States of America, its
territories and possessions, any state of the United States of America and the District of Columbia.
Certain terms used in this Prospectus and financial measures presented in the documents incorporated by
reference are not recognised financial measures under IFRS ("Alternative Performance Measures") and may
therefore not be considered as an alternative to the financial measures defined in the accounting standards in
accordance with generally accepted accounting principles. The Issuer has provided these Alternative
Performance Measures because it believes they provide investors with additional information to assess the
economic situation of the Issuer's business activities. The definition of the Alternative Performance Measures
may vary from the definition of identically named alternative performance measures used by other companies.
The Alternative Performance Measures used by the Issuer should not be considered as an alternative to measures
derived in accordance with IFRS as measures of operating performance. These Alternative Performance
Measures have limitations as analytical tools and should not be considered in isolation or as substitutes for
analysis of results as reported under IFRS.
For definitions and further explanations of Alternative Performance Measures, please see "Ørsted A/S 
Description of Alternative Performance Measures".
NOTICE TO CERTAIN EUROPEAN INVESTORS
Notice to Prospective Investors in the European Economic Area
This Prospectus has been prepared on the basis that all offers of the Securities will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to produce a prospectus in connection with
offers of the Securities and is thus, for the purposes of the offering of the Securities, not a prospectus within the
meaning of the Prospectus Regulation. Accordingly, any person making or intending to make any offer within
the EEA of the Securities which are the subject of the offering contemplated in this Prospectus should only do
so in circumstances in which no obligation arises for the Issuer or the Joint Lead Managers to produce a
prospectus for such offers. None of the Issuer or the Joint Lead Managers has authorised, nor does it or do they
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authorise, the making of any offer of the Securities through any financial intermediary other than offers made
by the Joint Lead Managers which constitute the final placement of the Securities contemplated in this
Prospectus.
Notice to Prospective Investors in the United Kingdom
In the United Kingdom, this Prospectus is for distribution only to persons (i) who are investment professionals
falling within Article 19(5) of the FSMA or (ii) falling within Article 49(2)(a) to (d) of the FSMA (e.g., high
net worth companies, unincorporated associations) or (iii) other persons to whom it may be lawfully
communicated in accordance with the FSMA (all such persons falling within (i) (iii) together being referred
to as "Relevant Persons"). This Prospectus is directed only at Relevant Persons and must not be acted on or
relied on by persons who are not Relevant Persons. In the United Kingdom, any investment or investment
activity to which this Prospectus relates is available only to Relevant Persons and will be engaged in only with
Relevant Persons.
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Table of Contents
Page
RISK FACTORS ...................................................................................................................... 7
DOCUMENTS INCORPORATED BY REFERENCE............................................................ 26
USE OF PROCEEDS ............................................................................................................. 28
TERMS AND CONDITIONS OF THE SECURITIES............................................................ 29
OVERVIEW OF PROVISIONS RELATING TO THE SECURITIES WHILE IN GLOBAL
FORM .................................................................................................................................... 51
ØRSTED A/S ......................................................................................................................... 54
TAXATION............................................................................................................................ 90
SUBSCRIPTION AND SALE................................................................................................ 93
SELLING RESTRICTIONS................................................................................................... 94
GENERAL INFORMATION.................................................................................................. 97
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Risk Factors
The Issuer believes that the following factors may adversely affect the Issuer's operations or financial condition
and cause harm to the Issuer's reputation and thereby affect its ability to fulfil its obligations under the
Securities. All of these factors are contingencies which may or may not occur.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with
the Securities are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Securities. Additional risks and uncertainties relating to the Issuer that are not currently known to the Issuer,
or that the Issuer currently deems immaterial, may individually or cumulatively also have a material adverse
effect on the business activities, results of operations, financial condition and cash flows of the Issuer and, if
any such risk should occur, the price of the Securities may decline and investors could lose all or part of their
investment. Prospective investors should also read the detailed information set out elsewhere in this Prospectus
(including any documents incorporated by reference herein) and reach their own views prior to making any
investment decision.
In each sub-section below, the Issuer has arranged the risks with the most material risks first, in its assessment,
considering the expected magnitude of their negative impact and the possibility of their occurrence.
Factors that may affect the Issuer's ability to fulfil its obligations with respect to the Securities
1 Risks relating to the Issuer's business operations
Ørsted is exposed to construction and integration risk

With recent awards of offshore projects in Taiwan and acquisitions in the United States ("US"), as
well as the acquisitions in the US of both producing and development onshore and offshore projects,
Ørsted has managed to establish new positions in these two markets, which will involve major
investments in renewable production capacity over the coming years. The investments in and
construction of large renewables energy projects in these markets increase Ørsted's risk regarding
the completion of construction projects and integrating acquisitions including:

The ability to source turbines, foundations, cables, machinery and equipment and vessels for the
projects at competitive prices;

Cultural and other differences in regional markets including obtaining public licenses and consent
processes, safety standards and the ability to recruit the necessary competent staff;

Local content requirements vary from country to country (and state to state in the US) and are
relevant both when submitting bids for new projects and during the construction phase, where the
lack of availability of locally manufactured components, facilities and qualified local staff will
impact whether the relevant company is successful in delivering the project on time and within
budget. Furthermore, local legislation, such as the Jones Act in the US regulates maritime commerce
in US waters and between US ports and stipulates that transport of US origin goods between a US
harbor and an anchored vessel or installed foundation in federal waters ("US points") can only be
performed by US built, owned, flagged and crewed vessels. This can complicate both construction
and operational phases of projects;

Subsidy schemes in new markets, if any, also exposes Ørsted to new risks. In the US, Ørsted is
exposed to risks of not obtaining or being able to utilise Federal Tax Credits (the Production Tax
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Credits ("PTC") or Investment Tax Credits ("ITC")), which are important to achieve required
project returns.;

Ørsted's recent acquisition of local US project developers Deepwater Wind, Lincoln Clean Energy
LLC ("LCE") and Coronal Project Development LLC ("Coronal Energy") present risks related to
the successful integration of the companies into the Group and the realization of the estimated
synergies. This includes risks related to the acquired projects in operation and projects under
construction;

Onshore wind and solar projects are usually constructed within 12 to 18 months after a final
investment decision ("FiD"), a construction phase timeline that is shorter than for offshore wind
projects. However, should the construction of such projects in the US be delayed, Ørsted has a risk
of not qualifying for the expected level of PTCs and ITCs.

Ørsted's investments projects in offshore wind projects are each multi-billion Danish Kroner investments
that are technically complex and physically large in nature. The projects are being constructed far at sea and
may encounter unforeseen challenges and obstacles, which may cause delays and result in time and cost
overruns. Furthermore, offshore construction works involve risks related to adverse weather conditions,
suppliers or sub-suppliers not fulfilling their contractual obligations, availability of and delays in installation
and transit vessels and delays in the grid connection provided by transmission system operators.

In some cases, Ørsted's projects have completion deadlines and failure to meet these deadlines may in certain
cases result in partial/full loss of subsidies, grid connections and/or project rights.

Furthermore, Ørsted makes significant long-term capital expenditures and commitments based on 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 Ørsted may not
earn the expected return on related projects or may decide not to proceed with the construction and
completion of an investment project where project rights and licenses have been awarded.
These and related factors may consequently materially and adversely affect Ørsted's operations or financial
condition and cause harm to Ørsted's reputation.
Ørsted is exposed to technical and operational risks

Ørsted is exposed to risks in connection with disruptions to its operation facilities such as wind power assets,
power stations and distribution grid, which may be caused by technical breakdowns, including serial defects,
in equipment and machinery, including transformers, turbines, foundations, substations, cables or
transmission or distribution grid 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 transportation of energy. In relation to transmission of offshore wind
power production, Ørsted is not compensated for loss of generation in the UK, US and Taiwan and only
partly compensated for such losses in the Netherlands and Germany. If an export cable or transmission
outage occurs, including main transformers, it may cause generation losses for part of a wind farm or an
entire wind farm for 6 months or more.

Ørsted is exposed to risks related to the availability of power transmission, natural gas and heat transmission,
hub platforms and distribution infrastructure, owned by external parties in order to meet its contractual
supply obligations or for the transportation of the power produced, and its heat production and fulfilling
obligations under its long-term supply contracts.
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These and related factors may consequently lead to lower-than-forecasted availabilities and production across
Ørsted's portfolios and could materially and adversely affect Ørsted's operations or financial condition and cause
harm to the reputation.
Ørsted faces regulatory and competition risks

Ørsted's off- and onshore wind power businesses are subject to certain risks, including the risks of not being
able to compete efficiently for new projects in an increasingly competitive market. Ørsted 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 projects, which could affect Ørsted's ability to
compete efficiently and/or the profitability of its projects.

Ørsted has obtained the right to and receive fixed tariffs, renewables certificates or other types of subsidies
for a fixed period of time on power produced from most of its renewable assets. Ørsted is subject to
regulatory or political risks relating to any initiative aimed at changing existing prices mechanisms, licenses,
terms of delivery or other.

Furthermore, in relation to the development of Ørsted's project pipeline, project development in general
contains risks relating to obtaining needed consents, grid connections, approvals, permits and licenses
needed to ensure a viable project. This risk is significantly lower in tender regimes such as in Denmark and
The Netherlands compared to auction regimes and new markets such as the United Kingdom, the United
States and Taiwan.

Ørsted's power distribution business is subject to a national regulatory revenue framework under the Danish
Electricity Supply Act ("DESA") which determines the revenue that can be charged for power distribution
services. The revenue cap is based on 5-year regulatory periods and is made up of a `cost cap' (covering
operational expenditure and depreciations and based on average actual historical costs with certain
adjustments) and a `return cap' (reflecting regulatory return on invested capital) and a number of adjustments
including possible reductions in the revenue cap due to efficiency requirements based on a benchmark of
economic efficiency of the Danish distribution system operators. Ørsted's regulatory accounts are subject to
approval by the Danish Utility Regulator (the "DUR"). In 2017 and 2018, the DUR approved the regulatory
accounts of Ørsted for the period 2005-2016. However, the DUR is still processing a number of cases and
pending applications for additions to the revenue cap regarding both the mentioned period and later years.
The outcome could affect the levels of revenue caps both in the past and going forward. The present
economic regulatory regime came into force on 1 January 2018, based on changes to the DESA and
secondary legislation. The financial impact of this on Ørsted's power distribution business is still not fully
known, although most of the new regulation is now implemented and operates as expected. The uncertainties
are primarily due to the continued development of the model to be used by the DUR for benchmarking of
the economic efficiency of the Danish distribution system operations. Ørsted has signed an agreement to
divest its Danish power distribution assets, see "Ørsted A/S, Recent Group Developments".
A materialisation of any of these risks including adverse changes to the economic regulation covering Ørsted's
Danish power distribution grid may materially and adversely affect Ørsted's operations or financial condition and
cause harm to its reputation.
Ørsted is exposed to risks related to weather conditions and shifts in climate

The average wind speed can vary from year to year due to natural fluctuations which will impact Ørsted's
earnings and cash flows from the wind assets. On an individual site, the standard deviation of annual wind
speeds is estimated to be in the range of 4-5 per cent. This corresponds to a variation in production of 6-7
per cent. when adjusting for load factor. Over a 10-year period, the standard deviation in wind speeds is
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