Results of the Annual General Meeting 2023

25 Apr 2023 11:00 CEST

Copenhagen, 25 April 2023, Cadeler A/S (the “Company”) today held its Annual
General Meeting, at which the following was resolved:

• Election of the chair of the general meeting as proposed;

• The annual general meeting took note of the report on the Company’s activities
in the past financial year;

• Adoption of the Annual Report for 2022;

• Adoption of the proposal by the Board of Directors to carry forward the profit
for the financial year ended 31 December 2022 and not distribute dividends to
the shareholders;

• Approval of the Remuneration Report for 2022 in an advisory vote;

• Approval of proposal to grant discharge of liability to the Board of Directors
and the Executive Management;

• Approval of the proposed remuneration of the Board of Directors for the
remainder of 2023 and until the next Annual General Meeting;

• Re-election of Andreas Sohmen-Pao and David Cogman as members of the Board of
Director for a period of two years and election of Andrea Abt as new member of
the Board of Directors for a period of two years;

• Re-election of Andreas Sohmen-Pao as Chairman of the Board of Directors for a
period of one year;

• Election of Sophie Smith as Chairman of the Nomination Committee for a period
of two years;

• Re-appointed EY Godkendt Revisionspartnerselskab as auditor of the Company;

• Approval of authorization to the Board of Directors to acquire treasury shares
in the period until 24 April 2027, on one or more occasions, with a total
nominal value of up to 10% of the share capital of the Company, for so long as
the Company’s holding of treasury shares after such acquisition does not exceed
10% of the Company’s share capital. The consideration may not deviate more than
10% from the official price quoted on Oslo Børs at the date of the agreement or
acquisition;

• Approval of proposal to amend the Articles of Association with a new Article
3.1 regarding a new authorization to increase the share capital without
pre-emptive rights for existing shareholders at market price with up to
nominally DKK 39,520,000 corresponding to 20% of the current share capital until
24 April 2026;

• Approval of proposal to amend the Articles of Association with a new Article
3.2 regarding a new authorization to increase the share capital with pre-emptive
rights for existing shareholders at a price which may be below market price with
up to nominally DKK 39,520,000 corresponding to 20% of the current share capital
until 25 April 2026; and

• Approval of proposal to amend the Articles of Association with a new Article
3.5 regarding a combined maximum of the authorizations to increase the Company’s
share capital under the new authorizations under Articles 3.1 and 3.2 of the
Articles of Association of up to nominally DKK 39,520,000 corresponding to 20%
of the current share capital.


For further information, please contact:
Mikkel Gleerup, CEO
+45 3246 3100
mikkel.gleerup@cadeler.com


About Cadeler
Cadeler A/S is a key supplier within the offshore wind industry for installation
services and marine and engineering operations with a strong focus on safety and
the environment. Cadeler’s experience as provider of high-quality offshore wind
support services, combined with innovative vessel designs, positions the company
to deliver premium services to the industry. Cadeler facilitates the global
energy transition towards a future built on renewable energy. Cadeler is listed
on the Oslo Stock Exchange (ticker CADLR).

Copenhagen, 25 April 2023

Cadeler A/S
The Board of Directors

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588420_Stock Exchange Announcement Cadeler - Results of the AGM 2023.pdf