Notice convening the annual general meeting of Cadeler A/S

25 Mar 2025 08:30 CET

Copenhagen, March 25, 2025: The Board of Directors hereby convenes the annual
general meeting of Cadeler A/S (the “Company” or “Cadeler”) to be held on
Tuesday, 22 April 2025 at 13:00 (CEST).

Agenda for the annual general meeting
1. The general meeting’s election of the chair of the general meeting
2. The Board of Directors’ report on the Company’s activities in the past
financial year
3. Presentation and adoption of the Annual Report for 2024
4. Distribution of profits or covering of losses according to the annual report
adopted
5. Presentation and adoption of the annual remuneration report for 2024
6. Resolution to grant discharge of liability to the Board of Directors and the
Executive Management
7. Approval of remuneration of the Board of Directors for the current financial
year
8. Election of members to the Board of Directors, including Chairman and Vice
Chairman
a. Re-election of Andreas Sohmen-Pao, Andrea Abt, Emanuele Lauro and Jim Nish as
members of the Board of Directors for a period of two years
b. Re-election of Andreas Sohmen-Pao as Chairman of the Board of Directors for a
period of one year
c. Re-election of Emanuele Lauro as Vice Chairman of the Board of Directors for
a period of one year
9. Election of members to the Nomination Committee
10. Appointment of auditor
11. Authorisation to acquire treasury shares
12. Proposals from the Board of Directors or shareholders
a. Proposal to extend the current authorisation in Article 3.1 of the Articles
of Association to increase the share capital without pre-emptive rights at
market price by one year
b. Proposal to extend the current authorisation in Article 3.2 of the Articles
of Association to increase the share capital with pre-emptive rights at a price,
which may be below market price, by one year
c. Proposal to extend the current authorisation in Article 3.3 of the Articles
of Association to increase the share capital without pre-emptive rights at a
price, which may be below market price, in connection with issue of new shares
to members of the Board of Directors, Executive Management and/or employees by
one year
13. Any other business

Attached is the Notice convening the annual general meeting containing the
agenda, the complete proposals and the applicable deadlines as well as Appendix
1: Description of the nominated candidates’ qualifications, including
information on other management positions held by the nominated candidates.

Please see the attached file or visit the Company’s website:
https://ir.cadeler.com/.

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For further information, please contact:

Mikkel Gleerup
CEO, Cadeler
+45 3246 3102
mikkel.gleerup@cadeler.com

Alexander Simmonds
EVP & CLO, Cadeler
+44 7376 174172
alexander.simmonds@cadeler.com


About Cadeler A/S:

Cadeler is a global leader in offshore wind installation, operations, and
maintenance services. Cadeler is a pure play company, operating solely in the
offshore wind industry with an uncompromising focus on safety and the
environment. Cadeler owns and operates the industry’s largest fleet of jack-up
offshore wind installation vessels and has for more than 10 years been a key
supplier in the development of offshore wind energy to power millions of
households. Cadeler’s fleet, expertise and capacity to handle the largest and
most complex next-generation offshore wind installation projects positions the
company to deliver exceptional services to the industry. Cadeler is committed to
being at the forefront of sustainable wind farm installation and to enabling the
global energy transition towards a future built on renewable energy. Cadeler is
listed on the New York Stock Exchange (ticker: CDLR) and the Oslo Stock Exchange
(ticker: CADLR).

For more information, please visit www.cadeler.com.

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642123_Cadeler AGM 2025 - Stock Exchange Announcement with Notice to Convene.pdf