Ørsted — Share Issue/Capital Change 2013

Nov 29, 2013

In continuation of DONG Energy A/S' company announcement of 2 October 2013, the
Danish State represented by the Ministry of Finance, DONG Energy A/S, the
Danish pension fund Arbejdsmarkedets Tillægspension (ATP), funds managed by the
Merchant Banking Division of Goldman Sachs through New Energy Investment
S.a.r.l (Goldman Sachs funds) and the Danish Pension fund PFA Pension
Forsikringsaktieselskab (PFA) have today signed a legally binding investment
agreement setting forth the terms and conditions for ATP's, Goldman Sachs
funds’ and PFA's investment of a total of DKK 11 billion in DONG Energy A/S by
subscription of new shares.

The final closing of the transaction is for the Danish State conditional on
approval by the Finance Committee of the Danish Parliament.

ATP will subscribe for new shares for DKK 2.2 billion, Goldman Sachs funds for
DKK 8 billion and PFA for DKK 0.8 billion. The subscription of new shares will
be based on a valuation of DONG Energy A/S of DKK 31.5 billion prior to the
capital increase.

Fritz Schur, Chairman of the Board of DONG Energy A/S, says:
"We look forward to welcoming ATP, Goldman Sachs funds and PFA to DONG Energy's
ownership group. The new equity entails that we can carry out our growth
strategy, including our significant investment programme within offshore wind.
In this area, DONG Energy is today a global market leader and our ambition is
to become even stronger. With this agreement, we will therefore be better
equipped to create value for our owners, including our current shareholders
where the Danish state is the majority shareholder. At the same time, we can
continue our ambitious work on converting the energy supply to more green and
climate-friendly energy sources."

The agreement will in isolation result in the Danish State’s ownership interest
in DONG Energy A/S being reduced from approximately 81 to approximately 60 per
cent and the total ownership interest of the existing minority shareholders
being reduced from approximately 19 to approximately 14 per cent. The ownership
interests of the new investors will be as follows: ATP approximately 5 per
cent, Goldman Sachs funds approximately 19 per cent, and PFA approximately 2
per cent.

The existing minority shareholders of DONG Energy A/S will be offered to
participate in the capital increase on the same terms and conditions as the new
investors to allow them to maintain their current ownership share.

As part of the transaction employees in DONG Energy A/S will be offered the
opportunity to subscribe for shares.

If one or more minority shareholders and/or employees decide to invest, it will
affect the distribution of ownership interests set out above. Any investment by
the existing minority shareholders and the employees will be in addition to the
investment by ATP, Goldman Sachs funds and PFA.

ATP and Goldman Sachs funds will be represented through members and/or
observers on the Board of Directors. The Board of Directors will consist of
eight members elected by the company’s shareholders as well as four members
elected by the employees.

The shareholders agree to seek an initial public offering (IPO) of DONG Energy
A/S when the timing and market conditions are right. In a potential future IPO,
the Danish State will remain majority shareholder in line with the political
agreement by a majority of the Danish parliament.

Completion of the transaction is subject to:

-- Approval by the Finance Committee of the Danish Parliament
-- Customary regulatory approvals from relevant competition and energy
authorities
-- Other customary conditions for a transaction of this nature

Completion of the transaction will take place at an extraordinary general
meeting, which is expected to take place in February 2014.

The information provided in this announcement does not change DONG Energy A/S'
previous financial guidance for the 2013 financial year or the announced
expected investment level for 2013-2014. For the capital structure target of
adjusted net debt to EBITDA below 2.5 times, DONG Energy expects to be in
compliance with this target after closing of the transaction.

For further information, please contact:

DONG Energy Media Relations
Karsten Anker Petersen
+45 9955 9662

DONG Energy Investor Relations
Allan Bødskov Andersen
+45 9955 9769

Goldman Sachs Media Relations
Sophie.bullock@gs.com
+44 (0) 207 774 4012

ATP
Claus Wiinblad, Head of Equities
+45 2365 7710

PFA
Jesper Langmack, Director
PFA Asset Management
+45 20 25 98 35

Notes to editors:

With its DKKbn 600 under management, ATP is the largest investor of pension
funds in Denmark – and one of the largest in the world. ATP was established as
an independent, self-governed entity in 1964 with the objective of ensuring a
greater retirement income for the Danish population. ATP has one purpose; to
ensure the highest possible return for the Danish pensioners. Today 4,8 million
Danes are saving for retirement at ATP.

Besides ATP´s Pensions & Investments ATP also consists of ATP Benefit
Processing Business, handling payment of a number of welfare and social
insurance schemes, including several for the Danish state. ATP Benefit
Processing Business administrates DKKbn 210 yearly.

Goldman Sachs Merchant Banking Division (“MBD”) is the primary center for
Goldman Sachs’ long term principal investing activity, and Goldman Sachs has
operated this business as an integral part of the firm for more than 25 years.
The group invests in equity and credit across corporate, real estate and
infrastructure strategies. Since 1986, the group has raised over $125 billion
of capital to invest across a number of geographies, industries and transaction
types. With eight offices in six countries around the world, MBD is one of the
largest managers of private capital globally, offering deep expertise and
long-standing relationships with companies, investors, entrepreneurs and
financial intermediaries around the globe.

PFA Pension is Denmark’s largest commercial pensions company. PFA administers
pension assets worth DKK 370 billion involving more than half a million
individual customers and approximately 10.000 companies.

DONG Energy is one of the leading energy groups in Northern Europe. Our
business is based on procuring, producing, distributing and trading in energy
and related products in Northern Europe. DONG Energy has approximately 6,500
employees and is headquartered in Denmark. The Group generated DKK 67 billion
(EUR 9.0 billion) in revenue in 2012. For further information, see
www.dongenergy.com