Obligation Orsted Energia A/S 2.625% ( XS0829114999 ) en EUR

Société émettrice Orsted Energia A/S
Prix sur le marché 100 %  ▼ 
Pays  Danemark
Code ISIN  XS0829114999 ( en EUR )
Coupon 2.625% par an ( paiement annuel )
Echéance 18/09/2022 - Obligation échue



Prospectus brochure de l'obligation Orsted A/S XS0829114999 en EUR 2.625%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 750 000 000 EUR
Description détaillée Orsted A/S est une société énergétique danoise leader mondial dans l'énergie éolienne offshore, développant, construisant et exploitant des parcs éoliens en mer ainsi que des solutions énergétiques durables.

L'Obligation émise par Orsted Energia A/S ( Danemark ) , en EUR, avec le code ISIN XS0829114999, paye un coupon de 2.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/09/2022







Prospectus dated 29 March 2012
DONG ENERGY A/S
(incorporated as a public limited company in Denmark with CVR number 36213728)
C5,000,000,000
Debt Issuance Programme
Under the Debt Issuance Programme described in this Prospectus (the ``Programme''), DONG Energy A/S (the ``Issuer''), 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 A5,000,000,000 (or the equivalent in other currencies), subject to increase as
provided in the Dealer Agreement (as defined on page 82).
Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services
and Markets Act 2000 (the ``FSMA'') (the ``UK Listing Authority'') for Notes issued under the Programme during the period of 12
months from the date of this Prospectus to be admitted to the official list of the UK Listing Authority (the ``Official List'') and to the
London Stock Exchange plc (the ``London Stock Exchange'') for such Notes to be admitted to trading on the London Stock
Exchange's EEA Regulated Market (the ``Market''). References in this 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 2004/39/EC of the European Parliament and of the Council on markets in
financial instruments. However, unlisted Notes may be issued pursuant to the Programme. The relevant Final Terms (as defined
below) in respect of the issue of any Notes will specify whether such Notes will be listed on the Official List and admitted to trading
on the Market.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other
terms and conditions not contained herein which are applicable to each Tranche (as defined below) of Notes will be set out in Final
Terms (the ``Final Terms'') which, with respect to Notes listed on the Official List and to be admitted to trading by the London Stock
Exchange will be delivered to the UK Listing Authority and the London Stock Exchange on or before the date of issue of the Notes
of such Tranche.
Each Series (as defined in ``Overview 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''). Notes in registered form will be represented
by a global registered certificate (a ``Global Certificate'') or by registered certificates (each a ``Certificate''), one Certificate being
issued in respect of each Noteholder's entire holding of Registered Notes of one Series. If the Global Notes are stated in the
applicable Final Terms to be issued in new global note (``NGN'') form, the Global Notes will be delivered on or prior to the original
issue date of the relevant Tranche to a common safekeeper (the ``Common Safekeeper'') for Euroclear Bank S.A./N.V.
(``Euroclear'') and Clearstream Banking, socie´te´ anonyme (``Clearstream, Luxembourg''). Notes in registered form 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 original issue date of the relevant Tranche 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 will be deposited on the issue date of the relevant Tranche 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 Baa1 by Moody's Investors Service Ltd. (``Moody's'') and A­ by Standard and Poor's Credit Market
Services Europe Ltd. (``S&P''). S&P and Moody's are established in the European Union and registered under Regulation (EC) No
1060/2009 on credit rating agencies (the ``CRA Regulation''). Tranches of Notes to be issued under the Programme will 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. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the
rating assigned to the Programme or the Notes already issued. Whether or not a rating in relation to any Tranche of Notes will be
treated as having been issued by a credit rating agency established in the European Union and registered under the CRA Regulation
will be disclosed in the relevant Final Terms. 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 Prospectus.
Arranger
Barclays
Dealers
Barclays
BNP PARIBAS
Danske Bank
Deutsche Bank
DNB Bank ASA
Handelsbanken Capital Markets
J.P. Morgan
Morgan Stanley
Nordea
Rabobank International
SEB
Socie´te´ Ge´ne´rale Corporate & Investment Banking
The Royal Bank of Scotland
The date of this Prospectus is 29 March 2012


This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive 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 Prospectus. 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 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 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 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 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 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 or offered to the public in a Member State of the European Economic Area in
circumstances which require the publication of a prospectus under the Prospectus Directive (2003/71/EC)
(the ``Prospectus Directive''), the minimum specified denomination shall be A100,000 (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, as
amended (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 Prospectus, see ``Subscription and Sale''.
This 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 Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer, the Dealers and the Trustee do not represent that this 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 Dealers or the Trustee which would permit a public offering of
any Notes or distribution of this 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 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 Prospectus or any Notes may come must inform themselves about, and observe, any such
restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular, there
are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States,
the European Economic Area (including the United Kingdom and the Kingdom of Denmark) and Japan,
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 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
Prospectus or any such statement. Neither this 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 or the
2


Trustee that any recipient of this 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 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 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.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to ``Danish
Kroner'' and ``DKK'' are to the currency of the Kingdom of Denmark, ``euro'', ``EUR'' or ``A'' 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, references to ``Norwegian Kroner'' are to
the currency of the Kingdom of Norway, references to ``Swedish Kronor'' are to the currency of the
Kingdom of Sweden 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 (as defined in ``Overview of the Programme ­ Method of
Issue''), the Dealer or Dealers (if any) named as the stabilising manager(s) (the ``Stabilising Managers'')
(or any person acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms 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, there is no assurance that the Stabilising Manager(s)
(or any person acting on behalf of any Stabilising Manager) will undertake stabilisation action. 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 be ended 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 Stabilising Manager(s) (or any person acting on behalf of any Stabilising 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:
(i)
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;
(ii)
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;
(iii) 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;
(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
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 adviser) 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.
3


CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE....................................................................
5
SUPPLEMENTARY PROSPECTUS....................................................................................................
6
RISK FACTORS .......................................................................................................................................
7
OVERVIEW OF THE PROGRAMME...............................................................................................
15
TERMS AND CONDITIONS OF THE NOTES ...............................................................................
20
USE OF PROCEEDS...............................................................................................................................
43
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
44
DONG ENERGY A/S..............................................................................................................................
49
FORM OF FINAL TERMS ....................................................................................................................
70
TAXATION ..............................................................................................................................................
81
SUBSCRIPTION AND SALE................................................................................................................
82
GENERAL INFORMATION ................................................................................................................
86
GLOSSARY OF SELECTED ENERGY AND OTHER TERMS.................................................
88
4


DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with (i) the annual reports of the Issuer for
the financial years ended 31 December 2010 and 31 December 2011 (excluding the section entitled
``Financial Outlook for 2011'' appearing on pages 13 and 14 of the annual report for the financial year
ended 31 December 2010 and the section entitled ``Financial Outlook for 2012'' appearing on pages 40
and 41 of the annual report for the financial year ended 31 December 2011), including the audited
consolidated financial statements of the Issuer, together in each case with the audit report thereon, and
(ii) the terms and conditions set out on pages 20 to 42 of the prospectus dated 28 March 2011, the terms
and conditions set out on pages 21 to 43 of the prospectus dated 24 March 2010, the terms and conditions
set out on pages 20 to 41 of the prospectus dated 17 April 2009, the terms and conditions set out on pages
19 to 40 of the prospectus dated 20 February 2008 and pages 19 to 40 of the prospectus dated
16 December 2005 relating to the Programme, each of which have been previously published or are
published simultaneously with this Prospectus and which have been approved by the Financial Services
Authority or filed with it. Such documents shall be incorporated in and form part of this Prospectus, save
that any statement contained in a document which is incorporated by reference herein shall be modified
or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies
or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so
modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus.
Any non-incorporated parts of a document referred to herein are either deemed not relevant for an
investor or are otherwise covered elsewhere in this Prospectus.
Any documents themselves incorporated by reference in the documents incorporated by reference in this
Prospectus shall not form part of this Prospectus.
Copies of documents incorporated by reference in this Prospectus may be obtained without charge from,
the website of the Regulatory News Service operated by the London Stock Exchange at
www.londonstockexchange.com/exchange/prices-and-news/news/market-news/market-news-home.html.
The table below sets out the relevant page references for the audited consolidated annual financial
statements for the financial years ended 31 December 2010 and 31 December 2011 as set out in the
Issuer's applicable annual report.
Audited consolidated annual financial statements of the Issuer for the financial year ended
31 December 2010
Income Statement .............................................................................................................................
Page 68
Balance Sheet ....................................................................................................................................
Page 70
Cash Flow Statement........................................................................................................................
Page 74
Accounting Principles.......................................................................................................................
Page 137
Notes ...................................................................................................................................................
Page 75
Auditor's Report ...............................................................................................................................
Page 198
Audited consolidated annual financial statements of the Issuer for the financial year ended
31 December 2011
Income Statement .............................................................................................................................
Page 64
Balance Sheet ....................................................................................................................................
Page 66
Cash Flow Statement........................................................................................................................
Page 70
Accounting Principles.......................................................................................................................
Page 130
Notes ...................................................................................................................................................
Page 72
Auditor's Report ...............................................................................................................................
Page 185
5


SUPPLEMENTARY PROSPECTUS
If at any time the Issuer shall be required to prepare a supplementary prospectus pursuant to section 87G
of the FSMA, the Issuer will prepare and make available an appropriate amendment or supplement to
this Prospectus which, in respect of any subsequent issue of Notes to be listed on the Official List and
admitted to trading on the Market, shall constitute a supplementary prospectus as required by the UK
Listing Authority and section 87G of the FSMA.
The Issuer has given an undertaking to the Dealers that if at any time during the duration of the
Programme there is a significant new factor, mistake or material inaccuracy relating to information
contained in this Prospectus which is capable of affecting the assessment of any Notes and whose
inclusion in this Prospectus or removal is necessary for the purpose of allowing an investor to make an
informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the
Issuer, and the rights attaching to the Notes, the Issuer shall prepare an amendment or supplement to this
Prospectus or publish a replacement prospectus for use in connection with any subsequent offering of the
Notes and shall supply to each Dealer such number of copies of such supplement hereto as such Dealer
may reasonably request.
6


RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued
under the Programme. 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 Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes issued under the Programme, but the Issuer may be unable to pay interest, principal or other amounts
on or in connection with any Notes for other reasons and the Issuer does not represent that the statements
below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the
detailed information set out elsewhere in this Prospectus and reach their own views prior to making any
investment decision.
The Issuer is an integrated energy company with leading market positions in Denmark as well as
positions in other key Northern European markets. The Issuer's principal activities include generation of
power and heat, including thermal generation and renewable generation; exploration for, and
development and production of, natural gas and oil; distribution of power and natural gas; natural gas
and power wholesale activities, with a particular focus on the sourcing and sale of natural gas; sale of
natural gas and power to end-customers; and ownership and operation of certain infrastructure assets,
including a natural gas storage facility in Denmark. For further information, see ``DONG Energy A/S''.
Factors that may affect the Issuer's ability to fulfil its obligations with respect to the Notes
Risks relating to Commodity Prices, Currency Exchange Rates and Financial Markets
.
The Issuer's risk exposure to fluctuations in commodity prices and currency exchange rates is
complex and the results of some of its operations may benefit from an increase in the price of a
commodity or value of a currency while the results of other operations may be adversely affected by
the same increase. In addition, movements in one commodity price or currency value may be
correlated at times with movements in prices of other commodities or currencies that are important
to the Issuer, whereas at other times there will be no correlations.
.
Fluctuations in the prices of power, coal and other fuels utilised in, and of certificates for the
emission of carbon dioxide (``CO2 Certificates'') related to the Issuer's power and heat generation
may materially adversely affect its results of operations, cash flows or financial condition.
.
Fluctuations in the market prices of green certificates, including renewables obligation certificates in
the UK market, related to the Issuer's renewable power generation may materially adversely affect
its results of operations, cash flows or financial condition.
.
Fluctuations in the prices of crude oil, oil products and natural gas may materially adversely affect
the Issuer's results of operations, cash flows or financial condition.
.
The pricing of the Issuer's natural gas supply and sales contracts is based on complex variables
including market prices for various fuels and currency exchange rates, and is subject to indexations,
periodic recalculations and potential renegotiations. A change in any of these factors, including the
ratio of natural gas spot pricing to oil indexed pricing elements, could affect the profitability of the
Issuer's sales of natural gas and may materially adversely affect its results of operations, cash flows
or financial condition.
.
Fluctuations in currency exchange rates, including, in particular, U.S. Dollars, and also Pounds
Sterling, Norwegian Kroner, Euros, Polish Zloty and Swedish Kronor, relative to Danish Kroner
may materially adversely affect the Issuer's results of operations, cash flows or financial condition.
.
The Issuer's operations are conducted in a range of currencies, including Euro. Should relevant
governments or monetary authorities (including that of Eurozone) impose exchange controls or
break up relevant currencies this could materially adversely affect the Issuer's results of operations,
cash flows or financial condition.
.
The Issuer anticipates significant capital expenditure in the coming years (see ``DONG Energy A/S
­ Capital Expenditure'') and makes significant long-term capital expenditures and commitments on
the basis of forecasts of future prices which may turn out to be wrong. Any such inaccuracy may
7


RISK FACTORS
have a material adverse effect on the return on these capital expenditures and commitments, and as
a result, the Issuer's business, results of operations or financial condition may be materially affected.
.
The Issuer's ability to secure financing through the credit or capital markets may be materially
adversely affected by a financial crisis, globally or affecting a particular geographic region, industry
or economic sector or by a downgrade or potential downgrade in the Issuer's credit rating. For these
or other reasons, the cost of financing may be significantly increased or, if sufficient financing proves
to be unavailable even at unattractive terms, the Issuer may not be able to meet its financial
requirements. Such increase in cost or inability to meet financing requirements could materially and
adversely affect the Issuer's business, results of operations and financial condition.
Other Risks Relating to the Issuer's Industry
.
The markets in which the Issuer operates are increasingly competitive and any failure on the
Issuer's part to compete effectively on an ongoing basis could materially adversely affect the
Issuer's business, results of operations or financial condition.
.
The Issuer has been, is, and will continue to be subject to a number of EU and national laws and
regulations including financial regulations on regulated activities and subsidy schemes which are
subject to change, as well as competition and other regulatory investigations and decisions by EU
and Danish competition authorities, such as for alleged abuse of dominant position, which could
materially adversely affect the Issuer's business, results of operations or financial condition. See also
``DONG Energy A/S ­ Legal Proceedings''.
.
The Issuer is exposed to potentially adverse changes in the United Nations' framework of the Kyoto
Protocol for carbon dioxide projects and the EU carbon dioxide emission trading schemes. Changes
to such regimes may have an adverse impact on the Issuer's results of operations or financial
condition.
.
The Issuer's expansion of its operations outside Denmark relies on a high level of market
liberalisation as well as the development of integrated European energy markets. Continued
barriers to entry to, and lack of competition in, markets outside Denmark (such as lack of market or
pricing transparency or insufficient development of local laws and regulations so that markets are
not as liberalised as in Denmark) may be advantageous for incumbent companies and thus place the
Issuer at a competitive disadvantage. This may have an adverse impact on the Issuer's results of
operations or financial condition.
.
The Issuer may incur material costs to comply with, or as a result of, health, safety, and
environmental laws and other related national and EU regulations, in particular those relating to
the release of carbon dioxide and other emissions as well as future oil and gas exploration and
production. Such increases in costs may materially affect the Issuer's business, results of operations
or financial condition.
.
The Issuer is exposed to potentially adverse changes in the tax regimes in each jurisdiction in which
it operates and changes to such regimes may have a material adverse impact on the Issuer's results
of operations or financial condition.
.
Seasonality and weather fluctuations 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 for the Issuer's products and the Issuer's generation levels for
power and heat, which could materially adversely affect the Issuer's business, results of operations
or financial condition.
.
Failure to recruit or retain the personnel the Issuer needs for its operations, or cost inflation in
relation to the recruitment or retention of such personnel, could materially adversely affect the
Issuer's business, results of operations or financial condition. Notwithstanding anything in this risk
factor, this risk factor should not be taken as implying that the Issuer will be unable to comply with
its information disclosure obligations as a company with securities listed on the Official List.
.
A delayed or insufficient supply of the materials and equipment that the Issuer needs for its
operations, such as compressors, drilling rigs, turbines, vessels and boilers, including with respect to
its investment opportunities and projects, or cost inflation in relation to such material and
8


RISK FACTORS
equipment, could result in significant cost overruns or delays in completion of the development of
the Issuer's assets and could materially adversely affect its business, results of operations or financial
condition.
.
The Issuer's exploration for, and development and production of, natural gas and oil exposes it to
inherent risks and uncertainties, such as unexpected natural phenomena, unpredictability of
discoveries and environmental hazards, that could materially adversely affect its business, results of
operations or financial condition.
.
Disruptions to the Issuer's operations, which may be caused by technical breakdowns at the Issuer's
power stations, wind power assets, gas and oil assets, distribution grids or other assets, aged or
defective facility components, adverse weather conditions, natural disasters, labour disputes, ill-
intentioned acts or other accidents or incidents, could result in shutdowns, delays, or long-term
stoppages in production or distribution, materially adversely affecting the Issuer's results of
operations or financial condition and resulting in harm to the Issuer's reputation.
.
The Issuer's proved plus probable (``2P'') natural gas and oil reserves set forth herein and field
production expectations are only estimates and are inherently uncertain, and the actual size of
deposits and production may differ materially from these estimates and expectations. Changes to
the reserve estimates in relation to an unitisation of licences (``Cluster'') in which the Issuer has an
ownership interest, may lead to a redetermination of the Issuer's ownership share in the Cluster,
which may affect the Issuer's 2P reserves, capital expenditure and/or production in and from the
Cluster.
Risks Relating to the Issuer's Business
.
Adverse changes in the level of economic activity, including as a result of the current global
financial crisis, may lead to lower prices and to declining demand for gas or power, particularly as a
result of reduced activity in industry. If such decline in demand continues, it could materially and
adversely affect the Issuer's business, results of operations and financial condition. Similarly, an
increase in gas or power supply and/or power interconnector capacity in the Nordic region could
lead to a general decline in market prices which could materially and adversely affect the Issuer's
business, results of operations and financial condition.
.
The Issuer faces risks and uncertainties in the procurement of natural gas. It expects to receive less
gas through certain of its existing long-term supply contracts in the coming years, particularly
through some of its contracts with the DUC (from which the Issuer has historically sourced a
substantial majority of its natural gas requirements) due to gas depletion and other reasons. The
Issuer may not be able to obtain alternative natural gas or obtain such gas at commercially attractive
prices. The declining gas production increases the uncertainty of the expected deliveries under these
contracts resulting in risk of either having to off take larger or smaller volumes than expected.
These issues could together or individually materially and adversely affect the Issuer's business,
results of operations and financial condition.
.
As the Issuer develops and patents proprietary technologies within its renewable energy business
and in other areas, its future results and financial position are increasingly exposed to any adverse
impact from competitors and other entities attempting to contest the Issuer's patents and
proprietary rights prior to their expiration or using the technology ``at risk'' prior to a final patent
decision or prior to the expiration of the patent.
.
The Issuer's strategy for the future development of its business is supported by an investment
portfolio with regard to which it anticipates making significant capital expenditures in the coming
years (see ``DONG Energy A/S ­ Capital Expenditure''). There can be no assurance that it will be
able to secure the various investment opportunities on economically attractive terms or secure
investment opportunities at all or that, once secured, such opportunities will ultimately prove
profitable. Any such failure may have a material adverse effect on the Issuer's business, results of
operations or financial condition.
.
The Issuer faces risks, such as those relating to integration and unknown obligations, in respect of its
recent transactions, including mergers, acquisitions, alliances and partnerships, and it would also
face similar risks in the future if it engages in similar transactions.
9


RISK FACTORS
.
The Issuer may be subject to joint and several liability when entering into alliances or partnerships,
and in certain situations the Issuer is obliged to provide funding and extended credit for its partners.
.
The Issuer is involved in litigation and arbitration proceedings which, if determined against it, could
have a material adverse effect on the Issuer's business, results of operations or financial condition,
and it remains exposed to such liability in the future. For further details, see ``DONG Energy A/S ­
Legal Proceedings''.
.
The Issuer faces risks in connection with new construction projects, including risks relating to
capital expenditure overruns and delays (such delays can additionally lead to obligations to pay
liquidated damages to authorities granting the project licenses) which could materially and
adversely affect the Issuers' business, results of operations and financial condition. The Issuer has
entered into partnerships under which the Issuer as operator has given certain guarantees for the
construction and/or operation of the projects, and the Issuer may consequently face a larger risk in
connection with the construction projects than its ownership interest may imply.
.
The Issuer holds minority interests in a number of assets, including the Ormen Lange field and the
Gassled system. A lack of control over such assets could result in collective strategic, tactical and
operational decisions with respect to these assets diverging from the Issuer's individual interests,
which could materially adversely affect the Issuer's results of operations or financial condition.
.
Due to the cracks related to the subsea structure for the Siri oil platform there is a risk of shutdown
of production from the area. As operator for the Siri oil field, the Issuer is working on a permanent
repair of the damaged subsea structure. The repair aims to reinstate the platform structure in
compliance with the Danish Offshore Safety Act. The repair is subject to risks relating to increased
costs, delays and production interruptions.
.
The Issuer's wind power business is subject to certain risks, including technical defects in
construction, equipment and machinery, batch faults, adverse weather conditions, change of subsidy
schemes, business interruptions against which the Issuer is not insured and obsolescence of the
technologies, resulting from development of new technology, rapid technological change and the
location of the Issuer's offshore wind farms, which may adversely affect the Issuer's business, results
of operations or financial condition.
.
The Issuer's results of operations or financial condition may be materially adversely affected if it
does not effectively manage its exposure to commodity, currency exchange, interest rate or
counterparty risk and fraud mitigation.
.
The Issuer's trading activities, which mainly cover hedging of commodities price and currency
exchange rate fluctuations but also include some proprietary trading, may result in losses which
could materially adversely affect the Issuer's results of operations or financial condition if the
hedging in place, which in some cases may be based on expected high correlations between different
types of energy commodities, proves not to be efficient or suffers from illiquidity or inefficiencies in
the relevant markets, if the Issuer's risk management systems and procedures do not adequately
capture the risk exposure from these activities or if the IT systems and contingency procedures that
support these activities break down or are inadequate.
.
The Issuer operates facilities and infrastructure that may cause significant harm to the natural or
human environment and accidents in or near, or external attacks to, such facilities and
infrastructure may have serious consequences and could materially adversely affect the Issuer's
results of operations or financial condition.
.
The Issuer has entered into energy sourcing and supply contracts which are conditional upon the
completion of new infrastructure assets. In the event such infrastructure assets are not developed or
do not operate according to expectations this may materially adversely affect the Issuer's results of
operations or financial condition.
.
The Issuer is dependent upon the availability of gas and power transmission, externally owned 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 production of gas and power.
Further, the Issuer is dependent upon the availability of infrastructure related to storage of gas and
processing of liquefied gas. If such essential infrastructure is no longer available for whatever
10


Document Outline