CADELER A/S – Approval and publication of listing prospectus

14 Dec 2022 10:00 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG OR
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES
NOT CONSTITUTE AN OFFER TO SUBSCRIBE OR PURCHASE ANY OF THE SECURITIES DESCRIBED
HEREIN.

Copenhagen, 14 December 2022: Reference is made to the stock exchange
announcement published by Cadeler A/S (“Cadeler” or the “Company”) on 12 October
2022 regarding the successfully completed private placement of new shares in the
Company, raising gross proceeds of approximately NOK 1,018 million (the “Private
Placement”). As a result of the Private Placement, the Company’s board of
directors resolved to issue 32,850,000 new shares in Cadeler with a nominal
value of DKK 1 each (the “New Shares”).The New Shares were issued to BW Altor
Pte. Ltd in the temporary ISIN DK0061930567 and not tradable on the Oslo Stock
Exchange while awaiting publication of a listing prospectus approved by the
Danish Financial Supervisory Authority.

The Danish Financial Supervisory Authority has today approved a listing
prospectus for the New Shares and it is expected that the Danish Financial
Supervisory Authority will issue a certificate for passporting of the listing
prospectus to Norway during today.

It is expected that the New Shares will commence trading on the Oslo Stock
Exchange on or around 16 December 2022, following transfer from the temporary
ISIN DK0061930567 to Cadeler’s ordinary listed ISIN DK0061412772.

The listing prospectus is available at
https://www.cadeler.com/en/investor-relations/

For further information, please contact:

Mikkel Gleerup, CEO
+45 32463102
mikkel.gleerup@cadeler.com


***

IMPORTANT INFORMATION

This announcement is not a prospectus and does not form a part of any public
offer to sell, or a solicitation of a public offer to purchase, any securities
of the Company. Copies of this announcement are not being made and may not be
distributed or sent into any jurisdiction in which such distribution would be
unlawful or would require registration or other measures. Investors should not
subscribe for any securities referred to in
this announcement except on the basis of information contained in the
aforementioned subscription material.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any Member State).

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of its affiliates accepts any liability arising from the use of
this announcement.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

More information:
Access the news on Oslo Bors NewsWeb site

578132_Stock Exchange Announcement_Cadeler_Approval and publication of listing prospectus_Dec2022.pdf