CADELER A/S: PRIVATE PLACEMENT SUCCESSFULLY COMPLETED

26 Mar 2026 12:55 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SOUTH
AFRICA OR JAPAN, EXCEPT AS PERMITTED BY APPLICABLE LAW, OR ANY OTHER
JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL OR
REQUIRES REGISTRATION OR ANY OTHER MEASURES.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE A PUBLIC OFFER OF
ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange announcement made by Cadeler A/S
(“Cadeler” or the “Company”) on 25 March 2026, regarding a contemplated private
placement of new ordinary shares in the Company, each with a par value of DKK
1.00 (the “Offer Shares”), up to 10% of the outstanding share capital in the
Company (the “Private Placement”).

The Company is pleased to announce that the Private Placement has been
successfully completed, raising gross proceeds of approximately NOK 1,965
million (equivalent to approximately USD 203 million) through the allocation of
35,095,758 Offer Shares, each at an offer price of NOK 56.00, equivalent to
approximately 10% of the Company’s outstanding shares. The Private Placement
took place through an accelerated bookbuilding process managed by DNB Carnegie,
a part of DNB Bank ASA, and Jefferies GmbH (jointly, the “Managers”) as Joint
Global Coordinators and Joint Bookrunners.

The Company intends to use the net proceeds from the Private Placement,
alongside available cash-on-hand and operational cash flow, to finance the
equity portion of i) two proposed Wind Foundation Installation Vessel newbuilds
(the “T-Class newbuilds”), to be delivered in mid-2030 and mid-2031, and ii) the
potential acquisition and conversion of a heavy-lift vessel to a +23,000t
inclined fall-pipe vessel, which, if acquired, would enable the Company to
internalize the scour protection (rock installation) scope.

It is emphasised that no agreements have been entered into with respect to the
possible T-Class newbuilds or with respect to the possible heavy-lift vessel
contemplated for conversion into an inclined fall-pipe vessel for scour
protection, that it may be that no such agreements will be exercised, and that
terms described herein are indicative and current estimates only and may change
(if and when agreements are entered into).

BW Altor Pte. Ltd. (“BW Altor”) and Scorpio Holdings Limited (“Scorpio”) were
allocated 12,126,875 and 6,929,642 Offer Shares, corresponding to the NOK
equivalent of approximately USD 70m and 40m in the Private Placement. Following
completion of the Private Placement and the issuance of the New Shares (as
defined below), BW Altor and Scorpio will hold 108,292,909 and 49,356,825
shares, respectively, in the Company, representing approximately 28.1% and
12.8%, respectively, of the outstanding shares in the Company.

The Private Placement, allocation of the Offer Shares and issuance of new shares
corresponding to the final number of Offer Shares (the "New Shares") at NOK
56.00 per share were resolved by the board of directors of the Company (the
“Board”) following advice from the Managers after the book-building process in
accordance with Article 3.1 in Cadeler’s Articles of Association, pursuant to
which the Board is authorised to make the share capital increase under the
authorisation granted to the Board by the general meeting on 23 April 2024.

Delivery of the Offer Shares allocated to investors (other than BW Altor) in the
Private Placement will be made by delivery of existing shares in the Company
already listed on Euronext Oslo Børs pursuant to a share lending agreement (the
"Share Lending Agreement") entered into by the Company, DNB Carnegie, a part of
DNB Bank ASA (on behalf of the Managers) and BW Altor for the purpose of
facilitating delivery-versus-payment (“DVP”) settlement. The Offer Shares
allocated to applicants (other than BW Altor) will thus be tradable from
allocation. The Managers will settle the share loan and deliver Offer Shares to
BW Altor with the New Shares to be issued by the Company upon receiving full
payment and registration of the New Shares with the Danish Business Authority.

Notification of allocation, including settlement instructions, is expected to be
distributed by the Managers today, 26 March 2026 at 13:00 (CET), with settlement
on a DVP basis on or about 30 March 2026.

The Private Placement involves the setting aside of the shareholders’
preferential rights to subscribe for shares in the Company. When resolving the
issuance of the New Shares in the Private Placement, the Board considered the
equal treatment obligations under the Norwegian Securities Trading Act and
applicable Danish law. The Board is of the opinion that the Private Placement is
in compliance with the equal treatment requirements and that it is in the common
interest of the Company and its shareholders to raise equity through a private
placement. By structuring the transaction as a private placement, the Company
was able to raise capital in an efficient manner with significantly lower
completion risks compared to a rights issue with longer lead time and higher
cost, and strengthen the Company's shareholder base. The Private Placement was
publicly announced prior to commencement of the bookbuilding process and the
offer price of NOK 56.00 per share was based on the applications in the
accelerated bookbuilding process. The price is therefore considered to represent
professional investors' view of the market price for the shares in a share
offering of this size. Based on this, the Board resolved not to conduct a
subsequent offering directed towards shareholders not participating in the
Private Placement.

The New Shares

The New Shares will rank pari passu in all respects with existing shares in
Cadeler. The New Shares will be negotiable instruments, and no restrictions will
apply to their transferability. No shares, including the New Shares, carry or
will carry any special rights. Rights conferred by the New Shares, including
voting rights and dividend rights, will apply from the time when the capital
increase is registered with the Danish Business Authority. The New Shares must
be registered in the name of the holder in the Company’s register of
shareholders.

The nominal par value of the share capital increase of DKK 35,095,758.00
pertaining to the Private Placement represents 10.0% of Cadeler’s currently
registered share capital, and will account for 9.1% of Cadeler’s registered
share capital upon completion of the share capital increase, which will
constitute a nominal par value of DKK 386,053,341.00 divided into
386,053,341shares of a nominal par value of DKK 1.00 each.

Advisors

DNB Carnegie, a part of DNB Bank ASA, and Jefferies GmbH are acting as Joint
Global Coordinators and Joint Bookrunners in connection with the Private
Placement.

Gorrissen Federspiel Advokatpartnerselskab, Advokatfirmaet Thommessen AS and
Davis Polk & Wardwell London LLP are acting as Danish, Norwegian and US legal
advisors, respectively, to the Company in connection with the Private Placement.
Milbank LLP is acting as US legal advisor to the Managers in connection with the
Private Placement.

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).

To learn more, please visit www.cadeler.com.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and Section 5-12 of the Norwegian Securities Trading
Act. This stock exchange announcement was published by Mikkel Gleerup (CEO) at
Cadeler A/S on 26 March 2026 at 12:55pm CET.

IMPORTANT NOTICE

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. Any offering of the
securities referred to in this announcement will be made by means of a set of
subscription materials provided to potential investors. Investors should not
subscribe for any securities referred to in this announcement except on the
basis of information contained in the aforementioned subscription materials.

The securities referred to in this announcement have not been and will not be
registered under the US Securities Act of 1933, as amended, (the “US Securities
Act”), or with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be sold, resold, delivered or
otherwise distributed absent registration, except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the US
Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. 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.

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
Regulation (EU) 2017/1129 as amended (together with any applicable implementing
measures in any Member State), i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. No securities are being
offered to any Russian or Belarusian national, any natural person residing in
Russia or Belarus (except for EU, EEA or Swiss nationals and persons holding an
EU, EEA or Swiss residence permit), any legal person, entity, or body
established in Russia or Belarus (including EU branches of such legal persons,
but excluding subsidiaries of Russian or Belarus legal entities organized or
incorporated within the EU), or any natural or legal person where the issuance
of securities to such person would result in a breach of applicable sanctions
laws.

This communication is only being distributed to and is only directed (i) in the
United Kingdom at persons who have professional experience, knowledge and
expertise in matters relating to investments and qualify as "investment
professionals" for the purposes of article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"),
(ii) persons who are outside the United Kingdom, and (iii) any other person to
whom it can otherwise be lawfully distributed (all such persons being referred
to as "Relevant Persons") and any investment or investment activity to which
this Communication relates is available only to and will be engaged in only with
Relevant Persons and any person other than a Relevant Person should not rely on
it. The Offer Shares are being offered only in circumstances falling within the
circumstances set out in Part 1 of Schedule 1 to The Public Offers and
Admissions to Trading Regulations 2024 (the “POATRs”) (including, amongst other
circumstances, the fact that the Offer Shares which are the subject of the
Private Placement are offered subject to a minimum subscription amount per UK
Applicant equivalent to at least GBP 100,000). Consequently, the Offer Shares
may be offered only to “qualified investors” as defined in paragraph 15 of
Schedule 1 to the POATRs, or otherwise to limited numbers of UK investors, or
only where minimum consideration is required for the securities offered is GBP
100,000. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

Matters discussed in this announcement may constitute "forward-looking
statements” as that term is defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements are generally identified by
terminology such as “believe,” “may,” “will,” “potentially,” “estimate,”
“continue,” “anticipate,” “intend,” “could,” “would,” “should,” “project,”
“target,” “plan,” “expect,” or the negatives of these terms or variations of
them or similar terminology. The absence of these words, however, does not mean
that the statements are not forward-looking. These forward-looking statements
are based upon current expectations, beliefs, estimates and assumptions that,
while considered reasonable as and when made by the Company, are, by their
nature, subject to significant risks and uncertainties. In addition, new risks
and uncertainties may emerge from time to time, and it is not possible to
predict all such risks and uncertainties. These risks and uncertainties may
cause actual results to differ materially and adversely from those expressed in
any forward-looking statements. The Company cautions you not to place undue
reliance on any forward-looking statements as they are not guarantees of future
performance or outcomes. Actual performance and outcomes, including, without
limitation, the Company’s actual results of operations, financial condition and
liquidity, and the development of new markets or market segments in which the
Company operates, may differ materially from those made in or suggested by the
forward-looking statements contained herein.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

Neither the Managers nor any of their affiliates make any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.

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