Orsted A/S : Exchange offer / Tender offer

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR

IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

ØRSTED A/S

ANNOUNCES RESULTS OF ITS CASH TENDER OFFER

12 March 2024 - Ørsted A/S (the Offeror) announces today the results of its invitation to holders of its outstanding €500,000,000 Callable Subordinated Capital Securities due 3017 (ISIN: XS1720192696) (the Capital Securities) to tender any and all such Capital Securities for purchase by the Offeror for cash subject to the satisfaction (or waiver) of the New Issue Condition (such invitation, the Offer).

The Offer was announced on 5 March 2024 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 5 March 2024 (the Tender Offer Memorandum) prepared by the Offeror. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

The expiration deadline for the Offer was 5.00 p.m. (CET) on 11 March 2024 (the Expiration Deadline).

Results of the Offer

As at the Expiration Deadline, €249,544,000 in aggregate principal amount of the Capital Securities was validly tendered for purchase in the Offer. The Offeror announces that (subject to satisfaction (or waiver) of the New Issue Condition on or prior to the Settlement Date) it accepts for purchase all such Capital Securities validly tendered in the Offer in full.

A summary of the final results of the Offer appears below:

		Aggregate principal
		amount validly tendered
Description of the Capital	ISIN /	and accepted for purchase
Securities	Common Code	pursuant to the Offer	Purchase Price
			98.75 per cent.
€500,000,000 Callable			of the principal
Subordinated Capital	XS1720192696 / 172019269	€249,544,000	amount of the
Securities due 3017		Capital
			Securities

Settlement

On the Settlement Date, expected to be 14 March 2024, the Offeror will (subject to satisfaction (or waiver) of the New Issue Condition on or prior to the Settlement Date) pay, or procure the payment of, the Purchase Price plus Accrued Interest to all Holders whose tenders have been validly accepted by the Offeror pursuant to the terms and conditions of the Offer. After such settlement, €250,456,000 in aggregate principal amount of the Capital Securities will remain outstanding.

Further Information

A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum.

THE OFFEROR

Ørsted A/S

Kraftværksvej 53

Skærbæk

DK - 7000 Fredericia

Denmark

Telephone: [phone]

Attention: Torben Bagger

Email: [e-mail] / [e-mail]

	DEALER MANAGERS
Citigroup Global Markets Limited		Danske Bank A/S
Citigroup Centre		2-12 Holmens Kanal
33 Canada Square		DK-1092 Copenhagen K
Canary Wharf		Denmark
London E14 5LB
Telephone: [phone]		Telephone: [phone]
	Attention: Debt Capital Markets
Attention: Liability Management Group
	Email: [e-mail]
Email: [e-mail]

HSBC Continental Europe	J.P. Morgan SE
38, avenue Kléber	Taunustor 1 (TaunusTurm)
75116 Paris	60310 Frankfurt am Main
France	Germany

Telephone: [phone]	Telephone: [phone]
Attention: EMEA Liability Management Group
Attention: Liability Management, DCM
Email: [e-mail]
Email: [e-mail]
Morgan Stanley & Co. International plc
	25 Cabot Square
	Canary Wharf
	London E14 4QA
	United Kingdom

Telephone: [phone]

Attention: Liability Management Team, Global Capital Markets

Email: [e-mail]

TENDER AND INFORMATION AGENT

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: [phone]

Attention: David Shilson

Email: [e-mail]

Offer Website: https://deals.is.kroll.com/orsted

This announcement is released by Ørsted A/S and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Kasper Kiim Jensen ([e-mail]), Vice President, Treasury and Capital Planning.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. The offer period for the Offer expired on the Expiration Deadline and no further tenders of Notes may be made. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Offeror, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions.