Obligation Orsted Energia A/S 2.5% ( XS2293681685 ) en GBP

Orsted Energia A/S

100 % ▲

Danemark

XS2293681685 ( en GBP )

2.5% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Orsted A/S XS2293681685 en GBP 2.5%, échéance Perpétuelle

100 000 GBP

425 000 000 GBP

18/02/2026 ( Dans 215 jours )

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 GBP, avec le code ISIN XS2293681685, paye un coupon de 2.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Prospectus dated 16 February 2021

ØRSTED A/S
(incorporated as a public limited company in Denmark with CVR number 36213728)
500,000,000 Callable Subordinated Capital Securities due 3021
and
£425,000,000 Callable Subordinated Capital Securities due 3021
ISIN XS2293075680 / XS2293681685
The 500,000,000 Callable Subordinated Capital Securities due 3021 (the "Euro Securities") and the £425,000,000 Callable Subordinated Capital
Securities due 3021 (the "Sterling Securities" and together with the Euro Securities, the "Securities" and each a "Series") will be issued by Ørsted
A/S (the "Issuer" or "Ørsted") on 18 February 2021 (the "Issue Date").
The Euro Securities will bear interest from (and including) 18 February 2021 (the "Interest Commencement Date") to (but excluding) 18 February
2031 (the "Euro First Reset Date") at a rate of 1.500 per cent. per annum. Thereafter, unless previously redeemed, the Euro Securities will bear
interest from (and including) the First Reset Date to (but excluding) 18 February 2051 (the "Step-up Date") at the 5-year swap rate for the Reset
Period (as defined in the terms and conditions of the Securities (the "Conditions")) commencing on the First Reset Date plus a margin of 186.0
basis points per annum (including a step-up of 25 basis points). From (and including) the 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 18 February 3021 (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 261.0
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 18 February in each year (each a "Coupon Payment Date"), commencing on 18 February 2022, as described under "Terms and Conditions of
the Euro Securities Coupons".
The Sterling Securities will bear interest from (and including) the Interest Commencement Date to (but excluding) 18 February 2033 (the "Sterling
First Reset Date" and, together with the Euro First Reset Date, each a "First Reset Date") at a rate of 2.500 per cent. per annum. Thereafter,
unless previously redeemed, the Sterling Securities will bear interest from (and including) the First Reset Date to (but excluding) the Step-up Date
according to the average quoted gross redemption yield of the Benchmark Gilt (as defined in Conditions) for the Reset Period commencing on the
First Reset Date plus a margin of 213.6 basis points per annum (including a step-up of 25 basis points). From (and including) the 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 the Maturity Date, the Sterling Securities will bear interest according to the average quoted gross redemption yield of the Benchmark
Gilt for the Reset Period plus a margin of 288.6 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 18 February in each year (each a "Coupon Payment Date"), commencing on 18 February
2022, as described under "Terms and Conditions of the Sterling Securities Coupons".
Payments of interest on the Securities may be deferred at the option of the Issuer (see "Terms and Conditions of the Euro Securities Optional
Coupon Deferral" and "Terms and Conditions of the Sterling 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 their relevant Maturity
Date at their principal amount (together with accrued interest in respect of the Coupon Period (as defined in the Conditions) ending on (but
excluding) the relevant Maturity Date). Any Outstanding Payments as defined in the Conditions will be cancelled on the relevant 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)
18 August 2030 (in the case of the Euro Securities) and 18 August 2032 (in the case of the Sterling Securities) to (and including) the relevant First
Reset Date, or on any Coupon Payment Date falling after the relevant 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 Euro Securities Redemption and Purchase" and "Terms and Conditions of the Sterling Securities Redemption
and Purchase". In addition, on any date prior to the First Call Date (as defined in the Conditions), the Securities will be redeemable at the option
of the Issuer in whole, but not in part, at the Make-whole Redemption Amount (as defined in the Conditions).

The Securities of each Series and the Coupons will constitute direct, unsecured and subordinated obligations of the Issuer. See "Terms and
Conditions of the Euro Securities -- Status" and "Terms and Conditions of the Sterling 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, in the case
of the Euro Securities, and denominations of £100,000 and integral multiples of £1,000 in excess thereof, up to and including £199,000, in the case
of the Sterling Securities.
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

i

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 period of twelve months from the date of approval until 15 February 2022. 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.
EEA PRIIPs Regulation / 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 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) al 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.
UK PRIIPs Regulation / Prohibition of Sales to UK Retail Investors - The Securities are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU)
No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); (ii) a customer
within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or
regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of
the EUWA ("UK MiFIR"); or (ii ) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic
law by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of UK domestic
law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to
retail investors in the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
UK MiFIR product governance / Professional investors and ECPs only target market Solely for the purposes 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, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS) and professional clients,
as defined in UK MiFIR; and (ii) al channels for distribution of the Securities to eligible counterparties and professional clients are
appropriate. Any distributor should take into consideration the manufacturers' target market assessment; however, a distributor subject
to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is
responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the 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 of each Series will initially be represented by a temporary global security (a "Temporary Global Security" and, together with the
Temporary Global Security in respect of the other Series, the "Temporary Global Securities"), 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 each Temporary Global Security will be exchangeable for interests in a permanent global security (a "Permanent
Global Security" and, together with the Permanent Global Security in respect of the other Series, the "Permanent Global Securities" and, the
Permanent Global Securities together with the Temporary Global Securities, the "Global Securities"), without interest coupons, on or about 30
March 2021, 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"). Each of 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: Obligations rated `BB', `B', `CCC', `CC' and `C' are regarded as having significant speculative characteristics. `BB'
indicates the least degree of speculation and `C' the highest. While such obligation will likely have some quality and protective characteristics,
these may be outweighed by large uncertainties or major exposure to adverse conditions. 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. Moody's
appends numerical modifiers 1, 2 and 3 to each generic rating clarification from Aa through Caa. The modifier 3 indicates that the obligation ranks
in the lower end of its generic rating category. 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 Euro Securities may be calculated by reference to the Euro Interbank Offered Rate ("EURIBOR") which is provided
by the European Money Markets Institute ("EMMI") or the 5-year swap rate for euro swaps with a term of five years which appears on the Reuters
screen "ICESWAP2" which is provided by ICE Benchmark Administration Limited ("ICE"). 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

ii

to Article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "BMR"). As far as the Issuer is aware, ICE, as administrator of
"ICESWAP2", is not required to be registered by virtue of Article 2 of the BMR.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
Global Coordinator
GOLDMAN SACHS INTERNATIONAL

Joint Lead Managers

BARCLAYS
DEUTSCHE BANK
GOLDMAN SACHS
MORGAN STANLEY
NORDEA
INTERNATIONAL

iii

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 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 Barclays
Bank Ireland PLC, Deutsche Bank Aktiengesellschaft, Goldman Sachs International, Morgan Stanley & Co.
International plc and Nordea Bank Abp (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

2

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 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).
EEA PRIIPs REGULATION / 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.
UK PRIIPs REGULATION / PROHIBITION OF SALE TO UK RETAIL INVESTORS The Securities
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of UK domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the
FSMA and any rules or regulations made under the FSMA which were relied on to implement the Insurance
Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8)
of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA;
or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic
law by virtue of the EUWA. Consequently no key information document required by the UK PRIIPs Regulation

3

for offering or selling the Securities or otherwise making them available to retail investors in the UK has been
prepared and therefore offering or selling the Securities or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.
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.
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, GOLDMAN SACHS
INTERNATIONAL (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", "EUR" 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; (iii) "pound", "sterling", "GBP" or "£" are to the lawful currency of the United Kingdom; and (iv)
"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.

4

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".

5

Table of Contents
Page
RISK FACTORS ....................................................................................................................................... 7
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................... 26
USE OF PROCEEDS ............................................................................................................................. 28
TERMS AND CONDITIONS OF THE EURO SECURITIES ........................................................... 29
TERMS AND CONDITIONS OF THE STERLING SECURITIES.................................................. 53
OVERVIEW OF PROVISIONS RELATING TO THE SECURITIES WHILE IN GLOBAL
FORM ...................................................................................................................................................... 72
ØRSTED A/S ........................................................................................................................................... 75
DESCRIPTION OF ALTERNATIVE PERFORMANCE MEASURES .......................................... 112
TAXATION ............................................................................................................................................ 115
SUBSCRIPTION AND SALE ............................................................................................................... 118
SELLING RESTRICTIONS ................................................................................................................ 119
GENERAL INFORMATION .............................................................................................................. 122

6

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
a) Risks relating to development in market prices and financial market risks
Ørsted is exposed to currency exchange, interest rate and inflation risk
Ørsted's medium to long-term earnings can to some extent be expected to follow the development in consumer
and market prices, thereby protecting the real value of Ørsted's assets and equity. However, Ørsted is exposed
to interest rate and inflation risk from the fixed nominal subsidies generated by the portfolio of wind assets in
Denmark, Germany, the Netherlands and fixed-price power purchase agreements ("PPAs") relating to the assets
in the US and Taiwan as an increase in the interest rate and/or inflation will erode the expected present value,
nominal and/or real, of the revenue in each of these countries. Ørsted is also exposed to interest rate and/or
inflation risk relating to the significant time span between tendering for and being awarded new offshore wind
projects and time of construction, capital employment including financing and possible farm down of the
projects. These exposures are to some extent hedged by the fixed nominal payment obligations relating to Ørsted
fixed rate debt obligations including any hybrid capital.
Ørsted conducts a significant portion of its operational, investment and financial activities, including debt
obligations, cash position and bond investments, in currencies other than Danish Kroner and are therefore
exposed to fluctuations in currency exchange rates relative to the Danish Kroner. The Group's main currency
exposure stems from offshore wind farms in the United Kingdom, which makes Ørsted particularly exposed to
adverse development in the Pound Sterling ("GBP") exchange rate and interest and inflation rates. Increasing
activities in Taiwan and the US have also increased exposure towards the currencies, interest and inflation rates
of these two countries.
Ørsted's net long GBP exposure is significant and mainly stems from the sale of power, ROCs (Receivables
Obligation Certificates), CfDs (Contracts for Differences) and OFTO divestments reduced by local currency
operating and construction expenditures. Within the Group's five-year hedging horizon (2021-2025), the net
exposure after hedging towards GBP totalled DKK 19.1 billion as at 31 December 2020. Furthermore, Ørsted

7

has significant amounts of net GBP receivables after the five-year hedge horizon, which is only partly hedged
through Ørsted's GBP-denominated debt obligations and related swaps.
Within the five-year hedge horizon, Ørsted has a net short currency exposure in USD. The short USD exposure
primarily comes from CAPEX on US onshore and Taiwanese offshore construction activities, oil-indexed gas
contracts and purchase of biomass quoted in USD, partly offset by revenue from US onshore and offshore wind
farms.
Within the five-year hedge horizon, Ørsted has a net long the Taiwanese Dollars ("TWD") exposure from
revenue generated by its Greater Changhua project's 1 and 2a (expected to become operational no later than
2022) and divestment proceeds, net of CAPEX on the Changhua 1 and 2a projects. In certain markets, such as
TWD in Taiwan, where the market for financial derivatives are illiquid or non-existing beyond maturities of 1-
2 years, Ørsted may only to a limited extent, or not at all, be able to hedge it's currency exposure to the extent
desired or required by internal policies.
The Group's EUR exposure is subject to continuous assessment but is normally not hedged beyond Ørsted's
EUR-denominated interest-bearing debt obligations including bonds and hybrid capital as Ørsted deems it very
unlikely for Denmark to abandon its fixed exchange rate policy towards the Euro.
A materialisation of any of these risks may materially and adversely affect Ørsted operations or financial
condition and cause harm to Ørsted's reputation.
Ørsted is exposed to market risks related to energy commodity prices and green certificates
Ørsted is exposed to fluctuations in and correlation between the prices of power, natural gas, certificates for the
emission of carbon dioxide, ROC-certificates in the United Kingdom, biomass and other fuels and additives
utilised in relation to Ørsted's energy production. Ørsted hedges commodity price risks after tax on a rolling
five-year horizon. The aim is to stabilise cash flows after tax such that hedging of exposures takes local tax
rates into account. Ørsted's general strategy is to hedge more of the price risk in the first years and less in the
later years within the five-year hedge horizon. This is due to decreasing market liquidity and increasing
uncertainty relating to Ørsted's energy exposure over time. The hedging strategy seeks to smoothen and mitigate
any near-to mid-term adverse price movements. Any long lasting or permanent shifts in price levels, will
eventually feed through and impact earnings and equity of the group.
Ørsted's power price risk is mainly related to sales on market terms of wind-based power generation including
physical power acquired from partners on Ørsted's wind farms under long-term PPAs. As of 31 December 2020,
the 5-year (2021-2025) net exposure towards power prices after hedges amounted to DKK 8.2 billion. Ørsted
has significant exposure to power prices post the 5-year hedge horizon.
Ørsted's generation of power from its thermal power plants entails a spread exposure, measured as the difference
between the power price and the fuel price i.e. biomass, gas and CO2 quotas. As at 31 December 2020, the 5-
year (2021-2025) net exposure after hedges from spread exposure amounts to DKK 0.7 billion.
Ørsted's gas and oil price risk stems from natural gas sourced on long-term contracts on gas and oil indexed
prices, and sale of gas sold at fixed prices. As of 31 December 2020, the 5-year (2021-2025) net exposure after
hedges from gas and oil amounts to DKK 0.5 billion
Ørsted is exposed to risks in relation to its hedging and trading activities, which mainly cover hedging of energy
commodities price and related currency exchange rate fluctuations, including situations where 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, or
where hedging activities are based on assumptions about future prices, indices and volumes which may be
wrong and cause inefficient commodity and currency hedges.

8