Ørsted publishes prospectus and initiates rights issue -3-

DJ Ørsted publishes prospectus and initiates rights issue

Ørsted A/S (Ørsted)
Ørsted publishes prospectus and initiates rights issue
15-Sep-2025 / 08:08 CET/CEST

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9/15/2025 8:08:04 AM CEST | Ørsted A/S | Inside information

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DISTRIBUTION WOULD BE UNLAWFUL

Today, Ørsted A/S (the Company and together with its fully or partially consolidated entities Ørsted) announced the
initiation of a rights issue (the Offering) at a subscription ratio of 15:7 and subscription price of DKK 66.60 per new
share (the subscription price). The Offering comprises 900,816,600 new shares of nominally DKK 10 each (the New Shares
), which are issued with pre-emptive rights to subscribe for the New Shares (the Pre-emptive Rights) for the Company's
existing shareholders (the Existing Shareholders). A prospectus regarding the Offering is available on the Company's website
website https://orsted.com/en/investors/rightsissue (subject to certain restrictions) (the Prospectus).

Trond Westlie, CFO of Ørsted, said:

"Today, following the mandate given to us by our shareholders at the extraordinary general meeting on September 5, 2025,
we're initiating a rights issue, through which we intend to raise capital to cover the additional funding requirement
related to Sunrise Wind and create a robust financial foundation for Ørsted to realize the potential of our business."

"Ørsted is currently constructing 8.1 GW of offshore wind, which, when commissioned, will contribute approximately DKK
11-12 billion in annual earnings (EBITDA) by 2028. Our focus will predominantly be on our core markets in Europe where
there's continued strong support for offshore wind. With 30 years of experience in offshore wind, Ørsted is in a strong position
position to deliver on Europe's offshore wind ambitions, strengthening Europe's ability to deliver clean, secure, and
affordable energy."

The key terms of the Offer are the following:

 . The Offering comprises 900,816,600 New Shares of nominally DKK 10 each.
 . The Subscription Price is DKK 66.60 per New Share.
 . The gross proceeds of the Offering are expected to amount to approximately DKK 60 billion.
 . The Offering is fully underwritten pursuant to the terms of (i) a Subscription Commitment entered into with the
 Danish State (approximately 50.1% of the New Shares), and (ii) an Underwriting Agreement with an underwriting
 syndicate consisting of Morgan Stanley & Co. International plc, BNP PARIBAS, Danske Bank A/S and JP Morgan SE as
 joint global coordinators and joint bookrunners (the Joint Global Coordinators), BofA Securities Europe SA and
 Goldman Sachs International as joint bookrunners, and Crédit Agricole Corporate and Investment Bank, Deutsche Bank
 Aktiengesellschaft, Nordea Danmark, Filial af Nordea Bank Abp, Finland, Coöperatieve Rabobank UA, Skandinaviska
 Enskilda Banken, Danmark, filial af Skandinaviska Enskilda Banken AB (publ), Sverige and SMBC Bank EU AG as
 co-bookrunners (such co-bookrunners together with the joint bookrunners and the Joint Global Coordinators, the
 Managers) (for any unsubscribed New Shares not included by the Subscription Commitment).
 . Each of the Company's Existing Shareholders will be allocated 15 Pre-emptive Rights for each 1 existing share held.
 . The subscription ratio of the Offering is 15:7, meaning that 7 Pre-emptive Rights will entitle the holder to
subscribe for 1 New Share.
 . Existing shares traded after September 16, 2025 at 5:00 p.m. CEST will be traded without pre-emptive rights, assuming
 that such existing shares are traded with a customary two-day settlement period.
 . The Pre-emptive Rights can be traded in the period commencing on September 17, 2025 at 9:00 CEST and closing on 30^
 September 2025 at 17:00 CEST (the Rights Trading Period).
 . The subscription period for New Shares begins on September 19, 2025 at 9:00 CEST and closes on October 2, 2025 at
 5:00 p.m. CEST (the subscription period).
 . Any Pre-emptive Rights that are not exercised during the Subscription Period will lapse with no value, and the
 holder of such pre-emptive rights will not be entitled to compensation. Such remaining shares may be subscribed for
 by Existing Shareholders of the Company and qualified investors during the subscription period (the Remaining
 Shares), and any such Remaining Shares not subscribed for by Existing Shareholders or qualified investors will be
 subscribed for by the Managers.
Reference is made to the Prospectus in its entirety for a description of Ørsted and the Offering.

Background to the Offering and use of proceedings
On August 11, 2025, the Company announced its decision to discontinue the process for the partial divestment and
associated non-recourse project financing of the Sunrise Wind offshore wind project and its intention to carry out the
Offering. On August 13, 2025, the Company convened an extraordinary general meeting to obtain the shareholders' approval
to authorize the Board of Directors to issue New Shares with pre-emptive rights for Existing Shareholders. The
Authorization was adopted at the extraordinary general meeting held on 5 September 2025. On 15 September 2025, the
Board of Directors resolved to utilize the authorization, initiate the Offering, and increase the Company's share
capital by nominally DKK 9,008,166,000 (900,816,600 shares of nominally DKK 10 each).

The Offering is expected to raise gross proceeds of approximately DKK 60 billion for the Company. The net proceeds from
the Offering is expected to be approximately DKK 59.4 billion, after deduction of costs and expenses payable by the
Company in connection with the Offering. The Offering is fully underwritten in accordance with the terms of the Subscription
Commitment entered into with the Danish State (approximately 50.1% of the New Shares), and the Underwriting Agreement
entered into with the Managers (for any New Shares not included by the Subscription Commitment).

On 6 February 2025, Ørsted updated its business plan. An important element of the plan was the timely delivery of
Ørsted's divestment program. After the presentation of the business plan, unprecedented and material adverse
Regulatory developments in the US offshore wind market outside of Ørsted's control increased the perceived level of
uncertainty among financiers and investors in the US offshore wind market. This significantly and adversely impacted
the terms under which the partial divestment and associated non-recourse financing processes of the Sunrise Wind
offshore wind project included in the business plan could be pursued. On August 11, 2025, the Board of Directors
determined that it was not possible to complete the planned partial divestment and associated non-recourse project
Financing of the Sunrise Wind offshore wind project on terms that would provide the required strengthening of Ørsted's
capital structure to support the Company's investment program and business plan. Accordingly, the Board of Directors
decided to discontinue the process and present the plan to pursue the Offering. Following the announcement of the plan
to pursue the Offering, the US Department of the Interior's Bureau of Ocean Energy Management (BOEM) issued an order
on August 22, 2025, instructing Revolution Wind LLC, a joint venture between Ørsted and Global Infrastructure Partners'
Skyborn Renewables with each owning a 50% interest, to stop activities on the outer continental shelf related to the
Revolution Wind project (the Revolution Wind Order), which further emphasizes the need to strengthen the Company's
capital structure.

The size of the Offering has been set to strengthen Ørsted's capital structure, taking into account Ørsted's targeted
solid investment grade ratings by Moody's, Standard & Poor's, and Fitch as well as the regulatory uncertainties for
offshore wind in the US and other risks that Ørsted faces.

The net proceeds from the Offering will be used to cover the additional funding requirement arising from the decision
to discontinue the partial divestment of Sunrise Wind and the associated non-recourse project financing. That
requirement is approximately DKK 40 billion and reflects the absence of proceeds from the partial divestment and
project financing as well as Ørsted funding 100% of CAPEX.

Ørsted intends to use the remaining net proceeds of approximately DKK 20 billion to strengthen its capital structure
and enhance financial flexibility, helping ensure appropriate capitalization for 2025 to 2027, the period during which
Ørsted plans to deliver its 8.1 GW offshore wind construction portfolio. This includes helping to cover the impact of
the Revolution Wind Order or other risks that may materialize. Furthermore, the remaining net proceeds are intended to
enhance the value of Ørsted's portfolio by, among other things:

 . Strengthening the foundation: Strengthening the capital structure to preserve and optimize the value of its
 portfolio in operation and under construction through key value drivers, such as partnerships, EPC services,
 trading activities, and access to funding.
 . Financial flexibility: Following completion of the planned partial divestments of Ørsted's ownership of the Hornsea
 3 and Changhua 2a and 2b offshore wind farms, enabling a more value-accretive and flexible approach to the timing
 of partnerships and divestments related to offshore wind farms, and reducing the dependency on divestments below a
 50% ownership for operational assets.
 . Future positioning: Reinforcing Ørsted's position as a global leader in offshore wind by increasing the Company's

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September 15, 2025 02:08 ET (06:08 GMT)

DJ Ørsted publishes prospectus and initiates rights issue -2-

financial robustness and flexibility, positioning Ørsted to pursue the most value-accretive investment
 opportunities in core offshore wind markets in Europe and select markets in Asia-Pacific (which includes South
 Korea, Taiwan, and Australia, but excludes China) (APAC) going forward.
Underwriting and support from shareholders
In connection with the Offering, the Company and the Managers have entered into the offer today, on September 15, 2025
Underwriting agreement. Pursuant to the Underwriting Agreement and subject to the satisfaction of certain conditions in
the Underwriting Agreement, each of the Managers has agreed to severally, and not jointly or jointly and severally
subscribe for any New Shares that have not been subscribed for by the Existing Shareholders through the exercise of
their allocated or acquired Pre-emptive Rights, or by other investors through the exercise of acquired Pre-emptive Rights
rights, or otherwise by Existing Shareholders and/or qualified investors having submitted a separate application form
contained in the Prospectus before the expiry of the Subscription Period, exclusive of any New Shares to be subscribed
for by the Danish State under its Subscription Commitment, up to a maximum amount of DKK 29,923,009,504.

In addition, the Danish State has entered into the Subscription Commitment whereby it has undertaken, subject to
certain conditions, including that all New Shares are subscribed for in the Offering, to exercise the Pre-emptive
Rights allocated to it for its approximately 50.1% shareholding in the Company.

Therefore, subject to the satisfaction of the conditions set out in the Underwriting Agreement and in the Subscription
Commitment, respectively, the Company has ensured that all New Shares will be subscribed for in the Offering,
corresponding to aggregate gross proceeds of approximately DKK 60 billion.

On September 1, 2025, Equinor ASA which owns 10% of the existing shares in the Company announced that it intends to
participate in the Offering and maintain its 10% ownership in the Company.

Further, certain members of the Company's Board of Directors and Executive Board are shareholders in the Company and
have indicated that they intend to exercise their pre-emptive rights.

Main terms of the Offering
Below is a summary of the main terms of the Offering. Reference is made to the Prospectus for a detailed description of
the terms of the Offering.

The Offering: The Offering comprises 900,816,600 New Shares with a nominal value of DKK 10 each with Pre-emptive Rights
for the existing shareholders.

Subscription Price: The New Shares are offered at a Subscription Price of DKK 66.60 per New Share.

Subscription ratio: Each Existing Shareholder of the Company registered as such with Euronext Securities Copenhagen on
September 18, 2025 at 5:59 p.m. CEST will be allocated 15 Pre-emptive Rights for each 1 existing share held. The
subscription ratio for the Offering is 15:7, which means that 7 Pre-emptive Rights will entitle the holder to subscribe
for 1 New Share with a nominal value of DKK 10.

Trading in Pre-Emptive Rights: The Pre-emptive Rights can be traded on Nasdaq Copenhagen A/S under the temporary ISIN
code DK0064307839 during the period from 17 September 2025 at 9:00 CEST to 30 September 2025 at 17:00 CEST.

Subscription Period: The Subscription Period for the New Shares begins on September 19, 2025 at 9:00 CEST and closes
on 2 October 2025 at 17:00 CEST.

Payment: Upon exercise of the Pre-emptive Rights, the holder must pay DKK 66.60 per New Share subscribed for. Payment
of the New Shares shall be made in Danish krone (DKK).

Remaining Shares: Any Pre-emptive Rights that are not exercised during the Subscription Period will lapse with no
value, and the holder of such pre-emptive rights will not be entitled to any compensation. Search Remaining Shares may be
subscribed for by Existing Shareholders and qualified investors who have before the expiry of the Subscription Period
made binding undertakings to subscribe for the Remaining Shares according to a separate application form contained in
the Prospectus. In case of oversubscription of Remaining Shares, such Remaining Shares will be allocated according to
Apportionment keys determined by the Board of Directors.

Underwriting: The Offering is fully underwritten. Subject to the satisfaction of certain conditions in the underwriting
Agreement, any (i) New Shares (exclusive of any New Shares covered by the Danish State's Subscription Commitment) not
subscribed for by the Existing Shareholders through the exercise of their allocated or acquired Pre-emptive Rights or
by other investors through the exercise of their acquired Pre-emptive Rights before the expiry of the Subscription
Period, and (ii) Remaining Shares not subscribed for by Existing Shareholders or qualified investors, will, without
compensation to the holders of unexercised Pre-emptive Rights, be subscribed for by the Managers.

Trading and official listing of New Shares: After payment of the subscription price, the New Shares will be issued in
the temporary ISIN code DK0064307755 through Euronext Securities Copenhagen. The New Shares will not be admitted to
trading and official listing on Nasdaq Copenhagen A/S under the temporary ISIN code. The temporary ISIN code is
registered in Euronext Securities Copenhagen solely for the subscription of the New Shares.

The New Shares will be registered with the Danish Business Authority after the completion of the Offering, expectedly
no later than on 9 October 2025. The New Shares are expected to be admitted to trading and official listing on Nasdaq
Copenhagen A/S under the permanent ISIN code for the Company's existing shares DK0060094928 on 10 October 2025. The
temporary ISIN code will be merged with the permanent ISIN code of the existing shares on October 13, 2025 after 5:59 p.m
CEST.

Withdrawal of the Offering: The Offering may be withdrawn by the Company before registration of the capital increase
relating to the New Shares with the Danish Business Authority.

If the Offering is withdrawn, any exercise of Pre-emptive Rights that has already taken place will be canceled
automatically. The subscription amount for the New Shares will be refunded (less any transaction costs) to the last
registered owner of the shares as at the date of withdrawal. All pre-emptive rights will be null and void, and no new
Shares will be issued.

Trading in Pre-emptive Rights executed during the Rights Trading Period will, however, not be affected. As a result,
Existing shareholders and investors who have purchased pre-emptive rights will incur a loss corresponding to the
purchase price of the Pre-emptive Rights and any transaction costs.

Investors who have acquired New Shares will receive a refund of the subscription amount for the New Shares (less any
transaction costs). Consequently, investors who have acquired New Shares may incur a loss corresponding to the
difference between the purchase price and the Subscription Price of the New Shares and any related transaction costs.

The Joint Global Coordinators, on behalf of the Managers, are entitled to terminate the Underwriting Agreement upon the
occurrence of certain material adverse events and/or unpredictable circumstances, such as force majeure. The
Underwriting Agreement also contains conditions for completion, which the Company believes to be customary for
offerings such as the Offering, and the completion of the Offering pursuant to the Underwriting Agreement is subject to
compliance with all such conditions in the Underwriting Agreement. If one or more conditions for completion are not
met, the Joint Global Coordinators, on behalf of the Managers, may terminate the Underwriting Agreement, which will
accordingly require that the Company withdraws the Offer. The Subscription Commitment issued by the Danish State is
similarly subject to certain conditions. If one or more of the conditions are not met, the Danish State will not be
obliged to exercise the Pre-emptive Rights allocated to it in respect of its existing shares, which will cause the
Company to withdraw the Offer.

The Company is not liable for any losses that investors may suffer as a result of withdrawal of the Offering, including
but not limited to any transaction costs or lost interest.

A withdrawal of the Offering will be announced as a company announcement through Nasdaq Copenhagen A/S.

Lock-ups: The Company and members of the Board of Directors and the Executive Board have entered into 180-day lock-up
undertakings, subject to certain customary exceptions, from the date of registration of the capital increase regarding
the New Shares with the Danish Business Authority.

Expected timetable for the offering
The timetable for main events relating to the Offering is as follows:

Event Date

Publication of Prospectus September 15, 2025

Last trading day in existing shares including Pre-emptive Rights September 16, 2025 at 5:00 p.m
CEST


First day of trading in existing shares excluding pre-emptive rights September 17, 2025

Rights Trading Period commences September 17, 2025

Allocation Time of Pre-emptive Rights[1] September 18, 2025 at 5:59 p.m
CEST

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September 15, 2025 02:08 ET (06:08 GMT)

DJ Ørsted publishes prospectus and initiates rights issue -3-

Subscription Period for the New Shares begins September 19, 2025

Rights Trading Period closes September 30, 2025 at 5:00 p.m
CEST


Subscription Period for New Shares closes October 2, 2025 at 5:00 p.m
CEST


Expected publication of result of the Offering 6 October 2025

Allocation of New Shares not subscribed for by Existing Shareholders (Remaining Shares) 6 October 2025

Completion of the Offering, including settlement of the New Shares 9 October 2025

Registration of the share capital increase regarding the New Shares with the Danish 9 October 2025
Business Authority


First day of trading and official listing of the New Shares on Nasdaq Copenhagen A/S in the 10 October 2025
permanent ISIN code


Expected merger of temporary and permanent ISIN codes 13 October 2025 after 17:59
CEST

[1] Trading in Shares after the last trading day in existing shares, including Pre-emptive Rights on 16 September 2025 at 17:00 CEST, will be exclusive of rights to receive Pre-emptive Rights for the buyer unless the parties to the trade in question have taken measures to settle the trade in Euronext Securities Copenhagen prior to the time of allocation of Pre-emptive Rights on 18 September 2025 at 17:59 CEST and, thus, chosen not to settle according to the customary settlement cycle with settlement two trading days after the transaction date.

Managers and legal advisors Morgan Stanley & Co. International plc, BNP PARIBAS, Danske Bank A/S, and JP Morgan SE are acting as joint global coordinators and joint bookrunners, BofA Securities Europe SA and Goldman Sachs International are acting as joint bookrunners, and Crédit Agricole Corporate and Investment Bank, Deutsche Bank Aktiengesellschaft, Nordea Danmark, Filial af Nordea Bank Abp, Finland, Coöperatieve Rabobank UA, Skandinaviska Enskilda Banken, Danmark, filial af Skandinaviska Enskilda Banken AB (publ), Sverige and SMBC Bank EU AG are acting as co-bookrunners.

Kromann Reumert is acting as Danish legal adviser, and Latham & Watkins is acting as international legal adviser to the Company. Bruun & Hjejle Advokatpartnerselskab is acting as Danish legal adviser, and Allen Overy Shearman Sterling LLP is acting as US legal adviser to the Managers.

Lazard Fréres SAS and Morgan Stanley & Co. International plc are acting as financial advisors to Ørsted and its Board of Directors.

Prospectus and certain other documents Following publication, the Prospectus containing detailed information on Ørsted and the Offering will be available on Ørsted's website at https://orsted.com/en/investors/rightsissue, subject to certain restrictions.

A supplementary document that contains certain financial information that supplements the information set out in section 10 (Certain Historical Operational and Financial Information) of the Prospectus will be available on the Company's website at https://orsted.com/en/investors/rightsissue, subject to certain restrictions.

Apart from information that is incorporated into the Prospectus by reference, the contents of the website of Ørsted does not form part of the aforementioned documents.

The information provided in this announcement does not change Ørsted's previous financial guidance for the financial year of 2025.

Contact For further information, please contact:

Global Media Relations Michael Korsgaard +45 99 55 95 52 [email protected]

Investor Relations Rasmus Keglberg Hærvig +45 99 55 90 95 [email protected]

About Ørsted Ørsted is a global leader in developing, constructing, and operating offshore wind farms, with a core focus on Europe. Backed by more than 30 years of experience in offshore wind, Ørsted has 10.2 GW of installed offshore capacity and 8.1 GW under construction. Ørsted's total installed renewable energy capacity spanning Europe, Asia Pacific and North America exceeds 18 GW across a portfolio that also includes onshore wind, solar power, energy storage, bioenergy plants, and energy trading. Widely recognized as a global sustainability leader, Ørsted is guided by his vision of a world that runs entirely on green energy. Headquartered in Denmark, Ørsted employs approximately 8,000 people. Ørsted's shares are listed on Nasdaq Copenhagen (Orsted). In 2024, the group's operating profit excluding new partnerships and cancellation fees was DKK 24.8 billion (EUR 3.3 billion). Visit orsted.com or follow us on LinkedIn and Instagram.

Important notice This announcement does not constitute an offering memorandum or a prospectus as defined by Regulation (EU) No. 2017/ 1129 of 14 June 2017, as amended (the Prospectus Regulation), and nothing herein contains an offering of securities and does not replace the securities prospectus which is available free of charge on the Company's website. The approval of the prospectus by the Danish Financial Supervisory Authority should not be understood as an endorsement of the investment in any shares in the Company. Any investment decision should be made solely on the basis of the prospectus (including any supplements thereto, if any), and investors should read the prospectus (including any supplements thereto, if any) before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest. Investment in shares entails numerous risks, including a total loss of the initial investment.

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Ørsted in any jurisdiction where such offer or sale would be unlawful, and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.

This announcement and the information contained herein are not for distribution or redistribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the United States), Canada, Australia, Japan, or South Africa or in any other jurisdiction in which distribution or redistribution would be unlawful. This document does not constitute, or form part of, and should not be construed as an offer to sell, or a solicitation of an offer to subscribe, sell, or purchase, any securities in the United States. The securities of Ørsted A/S have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act), or the securities laws of any state or other jurisdiction of the United States and may not be offered, pledged, sold, delivered, taken up, exercised, resold, renounced, or otherwise transferred, directly or indirectly, in or into the United States absent registration under or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and, in each case, in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There is no intention to conduct a public offering of securities in the United States.

In any member state of the European Economic Area (EEA Member State) other than Denmark, this announcement is only addressed to, and is only directed at, investors in that EEA Member State who fulfil the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of the Prospectus Regulation.

In the United Kingdom, this announcement is only being distributed to and is only directed at: (A) qualified investors, as such term is defined in Article 2 of the UK version of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time; and who are also (B) (i) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order), or (ii) high net worth entities falling within Article 49(2)(a)-(d) of the Order, or (iii) such other persons to whom such communication may be lawfully communicated (the persons described in (A) and (B) (i) through (iii) above being together referred to as 'relevant persons'). Any person who is not a relevant person should not act or rely on this document or any of its contents.

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