CADLR: Cadeler announces preliminary results of the successful share exchange offer by Cadeler plc to the shareholders of Cadeler A/S in connection with Cadeler's redomiciliation from Denmark to the United Kingdom, reflecting a 92.02% acceptance rate

THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER TO
PURCHASE, OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITIES. THE OFFER IS
MADE IN THE EU/EEA SOLELY BY MEANS OF THE PROSPECTUS (AS DEFINED BELOW), AND IN
THE UNITED STATES, THE U.S. PROSPECTUS/OFFER TO EXCHANGE (AS DEFINED BELOW).
COPIES OF THE PROSPECTUS OR THE U.S. PROSPECTUS/OFFER TO EXCHANGE, AS
APPLICABLE, MAY BE OBTAINED THROUGH THE WEBSITE OF CADELER AS SET FORTH
ELSEWHERE IN THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION IS
UNLAWFUL OR REQUIRES REGISTRATION OR ANY OTHER MEASURES.

Copenhagen, 29 October 2026 - With reference to the stock exchange announcement
made by Cadeler A/S ("Cadeler", and together with its consolidated subsidiaries,
the "Cadeler Group") on 21 September 2026, regarding the launch of the voluntary
offer by Cadeler plc to all holders of shares in Cadeler, each with a nominal
value of DKK 1.00 (the "Cadeler Shares"), including Cadeler Shares represented
by American Depositary Shares (each representing four (4) Cadeler Shares)
("Cadeler ADSs"), to exchange each Cadeler Share for one (1) share in Cadeler
plc (the "Offer") in connection with the contemplated redomiciliation of the
Cadeler Group's parent company from Denmark to the United Kingdom (the
"Redomiciliation"), and stock exchange announcement made on 21 October 2026,
regarding the extension of the offer period ("Offer Period") by one (1) week,
Cadeler and Cadeler plc today announce the preliminary results of the Offer. 

The Offer Period expired on 28 October 2026 at 5 PM Eastern Time / 10:00 PM CET.
Subject to customary verification procedures, 355,254,085 Cadeler Shares (which
include 11,156,931 Cadeler Shares represented by Cadeler ADSs) have been validly
tendered and not validly withdrawn in the Offer, corresponding to an acceptance
rate of approximately 92.02% of the total number of outstanding shares and
voting rights of Cadeler Shares, excluding any Cadeler Shares held in treasury.

The acceptance rate satisfies the minimum acceptance rate as set out in the
combined EU/EEA prospectus and offer document dated 21 September 2026 (the
"Prospectus"), section 17.2.3 "Conditions to the Offer", and the Registration
Statement on Form F-4 under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), which includes an offering prospectus/offer to exchange
(the "U.S. Prospectus/Offer to Exchange"). Listing and trading of the Cadeler
plc shares on the New York Stock Exchange ("NYSE") and on the Oslo Stock
Exchange ("OSE") is expected on or around 5 November 2026. 

The number of shares tendered in the Offer is preliminary and remains subject to
potential adjustments through a verification process undertaken by the receiving
agent and the exchange agent. Cadeler and Cadeler plc expect to announce the
final results of the Offer on or prior to 2 November 2026.

Following completion of the Offer, each Cadeler shareholder will hold the same
number of Cadeler plc shares as the number of Cadeler Shares (including Cadeler
Shares represented by Cadeler ADSs) validly tendered by such shareholder in the
Offer. 

"We highly appreciate the strong support shown by our shareholders for the
Redomiciliation. The high acceptance rate reflects the confidence our
shareholders place in the strategic rationale for moving our parent company to
the United Kingdom. This is a significant step towards a corporate structure
that better reflects the scale and global reach of our operations, and towards
attracting a broader and more diverse international investor base. We look
forward to completing the Redomiciliation", said Mikkel Gleerup, CEO of Cadeler.

Timetable of the Offer

The key dates relating to the Offer are set out below.

- Announcement by Cadeler plc with final results on whether or not the
conditions to the Offer have been satisfied or, to the extent legally permitted,
waived: On or prior to 2 November 2026

- Settlement will be made as promptly as possible, and is expected to take place
on or around 4 November 2026(1)

- Commencement of trading of Cadeler plc shares on the NYSE: On or around 5
November 2026(2)

- Commencement of trading of Cadeler plc shares on the OSE: On or around 5
November 2026

(1) In the event that the Offer conditions have been satisfied or, if
applicable, waived, Cadeler plc will accept for exchange, and will exchange, all
Cadeler Shares and Cadeler ADSs that have been validly tendered into the Offer
as of the expiration date and Cadeler plc will deliver the Cadeler plc shares as
soon as practicable after the expiration date in accordance with applicable U.S.
law and Norwegian law.
(2) It is currently expected that trading of Cadeler plc shares on the NYSE and
the OSE will commence shortly after the expiration of the Offer.

Squeeze-out

As Cadeler plc at completion stands to hold more than 90% of the total number
of, and the aggregate voting power of, the outstanding Cadeler Shares (excluding
any treasury shares held by Cadeler), Cadeler plc intends, as promptly as
practicable thereafter, to initiate and complete a compulsory acquisition of the
Cadeler Shares (including Cadeler Shares represented by Cadeler ADSs) not
acquired in the Offer, for cash, in accordance with the Danish Companies Act. 

To initiate the squeeze-out, Cadeler plc will publish a notice requesting that
the remaining Cadeler shareholders transfer their Cadeler Shares, including
Cadeler Shares represented by Cadeler ADSs (the "Squeeze-out Cadeler Shares"),
to Cadeler plc, against payment of cash consideration, within a four-week
period, with both the cash consideration and the four-week period set out in
such notice. After the expiry of such four-week period, any Squeeze-out Cadeler
Shares not committed to be transferred will be acquired compulsorily by Cadeler
plc against payment of the cash consideration.

As noted in the Prospectus and U.S. Prospectus/Offer to Exchange, in connection
with the Offer, Cadeler plc has entered into a financing arrangement with DNB
Bank ASA for the purpose of financing cash payments due in connection with the
Squeeze-out (the "Squeeze-out Facility"). Cadeler plc intends to structure the
repayment of this Squeeze-out Facility following the Redomiciliation either
through upstream intercompany loans, a private placement, or a distribution of
dividends from entities within the Cadeler Group to Cadeler plc. As a result,
dividend distributions from the Cadeler Group, including Cadeler, to Cadeler plc
may occur within 12 months following completion of the Offer.

Suspension of trading and delisting

Trading of the Cadeler ADSs on NYSE is expected to be suspended before market
open on or around 5 November 2026, with delisting taking effect 10 days
thereafter, and trading of the Cadeler Shares on the OSE is expected to be
suspended, with effect from 5 November 2026. A separate stock exchange
announcement relating to the suspension of the Cadeler Shares on the OSE will be
published. 

Further, Cadeler intends to convene an extraordinary general meeting after the
squeeze-out process to approve the delisting of the Cadeler Shares from OSE. In
addition, Cadeler's American Depositary Receipt programme will be terminated.

Further information

For further information, reference is made to the Prospectus, which is available
at: https://ir.cadeler.com/ and www.dnb.no/emisjoner, subject to regulatory
restrictions in certain jurisdictions, and the U.S. Prospectus/Offer to
Exchange, which is available free of charge at the website of the U.S.
Securities and Exchange Commission (the "SEC") at www.sec.gov and on Cadeler's
website at www.cadeler.com.

Contact information

For further information, please contact:

Cadeler Press Office: press@cadeler.com

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 plc

Cadeler plc is a public limited company incorporated under the laws of England
and Wales for the purpose of facilitating the Redomiciliation. As at the date of
this announcement, Cadeler plc has not carried out any operations or activities
other than in connection with the Offer and the Redomiciliation, and has only
nominal assets and no liabilities. 

Following the completion of the Offer, Cadeler plc will become the ultimate
parent company of the Cadeler Group, and the business carried out by Cadeler plc
and its subsidiaries will be the same as the business carried out by Cadeler and
its subsidiaries immediately prior to the Redomiciliation. All current members
of the board of directors of Cadeler will continue to serve on the board of
directors of Cadeler plc, and the executive management of the Cadeler Group will
remain unchanged.

About Cadeler

Cadeler A/S (Cadeler) is a pure-play offshore wind installation partner and a
global leader in offshore wind turbine transport and installation. The company
owns and operates the industry's largest fleet of jack-up offshore wind
installation vessels and is expanding its capabilities into full-scope
foundation transport and installation, as well as operations & maintenance. With
its modern fleet and depth of expertise across onshore and offshore operations,
Cadeler supports the safe, efficient and reliable delivery of offshore wind
projects worldwide. Cadeler is listed on the NYSE (ticker: CDLR) and the OSE
(ticker: CADLR). For more information, please visit www.cadeler.com.

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

Important Additional Information

The Offer Period is closed and no further Cadeler Shares or Cadeler ADSs may be
tendered into the Offer.

This communication is not a prospectus as defined by the Regulation (EU)
2017/1129, as amended, and implemented into Norwegian law (the "EU Prospectus
Regulation") or offer document pursuant to Directive 2004/25/EC on takeover
bids, as amended (the "EU Takeover Directive") but relates to the proposed
Redomiciliation, to be effected by way of the Offer by Cadeler plc for all
Cadeler Shares (including Cadeler Shares represented by Cadeler ADSs). 

This communication is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell shares, nor is it a substitute
for any offer materials that Cadeler plc or Cadeler has published following
approval by the Norwegian Financial Supervisory Authority or filed or will file
with SEC. 

The Prospectus has been prepared by Cadeler plc as a combined EU/EEA prospectus
and offer document in connection with the Offer and the related listing of
Cadeler plc shares on the OSE in accordance with EU Prospectus Regulation and
the EU Takeover Directive, as implemented into Norwegian and Danish law. The
Prospectus has been approved by the Financial Supervisory Authority of Norway
and passported to Denmark. 

Cadeler plc has filed a Registration Statement on Form F-4 which includes the
U.S. Prospectus/Offer to Exchange with the SEC. This communication does not
contain all the information that should be considered concerning the proposed
Redomiciliation and Offer and is not intended to form the basis of any
investment decision or any other decision in respect of the proposed
Redomiciliation and Offer for shares in Cadeler. 

INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROSPECTUS, REGISTRATION
STATEMENT, THE OFFER MATERIALS (INCLUDING THE U.S. PROSPECTUS/OFFER TO EXCHANGE,
A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT, IF AND WHEN THEY BECOME AVAILABLE, AND
ANY OTHER DOCUMENTS APPROVED BY THE FINANCIAL SUPERVISORY AUTHORITY OF NORWAY OR
FILED BY EACH OF CADELER PLC AND CADELER WITH THE SEC IN CONNECTION WITH THE
PROPOSED REDOMICILIATION (INCLUDING THE OFFER) OR INCORPORATED BY REFERENCE
THEREIN CAREFULLY AND IN THEIR ENTIRETY AS THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT CADELER PLC, CADELER, THE PROPOSED REDOMICILIATION
(INCLUDING THE OFFER) AND RELATED MATTERS THAT CADELER SHAREHOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES.
Investors and shareholders will be able to obtain the Prospectus/Registration
Statement, the Offer materials (including the U.S. Prospectus/Offer to Exchange,
a related letter of transmittal and certain other Offer documents) and the
solicitation/recommendation statement, if and when they become available free of
charge from Cadeler's website at www.cadeler.com, and other documents filed with
the SEC by Cadeler plc and Cadeler at no cost to them through the website
maintained by the SEC at www.sec.gov. The contents of this communication should
not be construed as financial, legal, business, investment, tax or other
professional advice. Each recipient should consult with its own professional
advisors for any such matter and advice.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for, exchange or buy or an
invitation to purchase, exchange or subscribe for any securities or the
solicitation of any vote in any jurisdiction pursuant to the proposed
Redomiciliation or Offer or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction, in each case in contravention of
applicable law. No offer of securities shall be made except by means of a
prospectus meeting the requirements of applicable European/European Economic
Area or UK, as appropriate, regulations or Section 10 of the U.S. Securities
Act. Subject to certain exceptions to be approved by the relevant regulators or
certain facts to be ascertained, any public offer will not be made directly or
indirectly, in or into any jurisdiction where to do so would constitute a
violation of the laws of such jurisdiction, or by use of the mails or by any
means or instrumentality (including without limitation, facsimile transmission,
telephone and the internet) of interstate or foreign commerce, or any facility
of a national securities exchange, of any such jurisdiction.

Notice to investors and shareholders in the EU/EEA

The Prospectus as referred to in this announcement has been prepared on the
basis that all offers of Cadeler plc shares to persons in any member state of
the European Economic Area (the "EEA") outside Norway and Denmark (a "Relevant
Member State") will be made pursuant to an exemption under the EU Prospectus
Regulation from the requirement to publish a prospectus for offer of Cadeler plc
shares. Accordingly, any person making or intending to make any offer within the
EEA of Cadeler plc shares which is the subject of the Offer contemplated in the
Prospectus within any Relevant Member State should only do so in circumstances
in which no obligation arises for Cadeler plc or the Receiving Agent (as defined
in the Prospectus) to publish a prospectus pursuant to Article 1 of the EU
Prospectus Regulation or a supplement prospectus pursuant to Article 23 of the
EU Prospectus Regulation, in each case, in relation to such offer. Neither
Cadeler plc nor the Receiving Agent has authorised, nor do they authorise, the
making of any offer of Cadeler plc shares through any financial intermediary,
other than offers made by the Receiving Agent which constitute the final
placement of Cadeler plc shares contemplated in the Prospectus.

Notice to investors and shareholders in the United Kingdom

In the United Kingdom, offers of Cadeler plc shares pursuant to the Offer are
only being made (i) to persons who are "qualified investors" as defined in
paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading
Regulations 2024 (the "POATR"), (ii) to fewer than 150 natural or legal persons
(other than qualified investors as defined under paragraph 15 of Schedule 1 of
the POATR), or (iii) in any other circumstances falling within Part 1 of
Schedule 1 of the POATR. 

This communication is addressed to and directed only at, persons who are outside
the United Kingdom and persons in the United Kingdom (i) falling within the
definition of "investment professionals" within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order");
(ii) who are high net worth bodies, corporate, unincorporated associations and
partnerships and trustees of high value trusts falling within Article 49(2)(a)
to (d) of the Order; or (iii) to whom it may otherwise lawfully be communicated
(all such persons together being referred to as, "Relevant Persons"). This
communication is directed only at Relevant Persons. Other persons should not act
or rely on this communication or any of its contents. Any investment or
investment activity to which this communication relates is available only to
Relevant Persons and will be engaged in only with such persons. Solicitations
resulting from this communication will only be responded to if the person
concerned is a Relevant Person.

Notice to investors and shareholders in Russia, Belarus or other sanctioned
jurisdictions

Cadeler plc will not accept for exchange Cadeler Shares or Cadeler ADSs as
described in the Prospectus and the U.S. Prospectus/Offer to Exchange tendered
by 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 Belarusian legal entities organised 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 any economic or financial sanctions,
laws and/or regulations, trade embargoes, boycotts, prohibitions, restrictive
measures, decisions, executive orders or notices from regulators implemented,
adapted, imposed, administered, enacted and/or enforced by any of (i) the United
States of America, including, but not limited to, the United States Treasury
Department's Office of Foreign Assets Control, (ii) the United Nations, (iii)
the European Union and/or any member state thereof, (iv) the State Secretariat
of Economic Affairs of Switzerland, (v) the United Kingdom Government (including
His Majesty's Treasury and the Foreign, Commonwealth & Development Office), and
(vi) any other applicable country or jurisdiction.

Forward-Looking Statements

This communication includes forward-looking statements with respect to the
proposed Redomiciliation and Offer, including statements regarding the
anticipated timing of the Redomiciliation. 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
Cadeler plc and its management, and by Cadeler and its management, as the case
may be. Such forward-looking statements are subject to risks, uncertainties, and
other factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. New risks and
uncertainties may emerge from time to time, and it is not possible to predict
all risks and uncertainties. Neither Cadeler plc nor Cadeler undertakes any
obligation to update any such statements in light of any future event or
circumstance, or to conform such statements to actual results. Past performance
should not be relied upon, and is not, a guarantee of future performance.

Many factors could cause actual future events to differ materially from the
forward-looking statements in this communication, including but not limited to:
(i) the risk that the Offer is subject to conditions, not all of which are
within Cadeler plc's control, (ii) the risk of Cadeler shareholders who do not
tender their Cadeler Shares and/or Cadeler ADSs prior to the expiration date
becoming a minority shareholder of Cadeler and subject to the squeeze-out, (iii)
adverse effects on the liquidity and value of non-tendered Cadeler Shares and
Cadeler ADSs, (iv) failure to realize the expected benefits of the
Redomiciliation, (v) potential disruptions in the business of the Cadeler Group,
which could have an adverse effect on its business and financial results, (vi)
risks relating to the Redomiciliation triggering transaction costs and expenses
without resulting in any significant cost savings or synergies, (vii) risks
related to England and Wales and the United States being the exclusive forums
for any legal proceeding, suit or action, (viii) risks related to the
enforcement of judgments of U.S. courts against Cadeler plc or its directors or
officers, (ix) Cadeler plc's dependency on dividends and other distributions
received from its subsidiaries, which may be subject to restrictions, (x) no
assurance that the Offer will not be a taxable transaction for U.S. federal
income tax purposes, (xi) risks related to tax and to changes in tax laws,
including as a result of the Redomiciliation, (xii) the Cadeler Group's limited
number of vessels and its vulnerability in the event of a loss of revenue
relating to any such vessel(s), (xiii) risks inherent to Cadeler's offshore
operations, (xiv) the possibility that the utilization of the Cadeler Group's
vessels may be lower than expected and that its backlog of contracts may fail to
materialize, (xv) contractual and non-contractual legal risks related to the
Cadeler Group's operations which may expose the Cadeler Group to financial
losses and for which the Cadeler Group may not have insurance coverage, (xvi)
risks related to the ordering, construction and delivery of newbuild vessels and
upgrades of existing vessels, (xvii) failure to maintain an effective system of
internal control over financial reporting, (xviii) risks relating to technical,
maintenance, transportation and other commercial services supplied to the
Cadeler Group by third parties, (xix) increased competition and volatility in
demand, (xx) international, national or local economic, social, political or
geopolitical conditions and macroeconomic factors that could adversely affect
the Cadeler Group, (xxi) risks deriving from restrictive covenants and other
conditions under Cadeler's financing arrangements and financial risks arising
generally as a result of the Cadeler Group's level of indebtedness, (xxii) risks
relating to the failure to retain and recruit key personnel and/or to labor
disruptions, (xxiii) risks relating to any failure to comply with applicable
laws and regulations as well as expectations regarding environmental, social and
governance as well as sustainability matters, (xxiv) risks related to Danish,
Cypriot, U.K. and U.S. taxation, (xxv) credit, interest and exchange rate risks,
(xxvi) differences in the rights of shares in Cadeler plc to be received as a
result of the Redomiciliation from Cadeler Shares, (xxvii) the risk that there
may not be an active trading market for the shares in Cadeler plc, (xxviii) the
risk that transfers of the shares in Cadeler plc outside the Depository Trust
Company and Euronext Securities Oslo may be subject to stamp duty or stamp duty
reserve tax in the U.K., (xxix) the risk that the listing of shares in Cadeler
plc on the New York Stock Exchange and Oslo Stock Exchange may not succeed as
expected, and (xxx) the ability of certain of the Cadeler Group's largest
shareholders to influence matters requiring shareholder approval. The foregoing
list of factors is not exhaustive and the factors identified are not set out in
any particular order. There can be no assurance that future developments
affecting Cadeler plc, Cadeler or the Cadeler Group will be those that the
Cadeler Group has anticipated. 

These forward-looking statements involve a number of risks, uncertainties (some
of which are beyond Cadeler plc's or Cadeler's control) or other assumptions
that may cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements or from
historical experience and present expectations or projections. You should
carefully consider the foregoing factors and the other risks and uncertainties
that affect the Cadeler Group's business, including those described in Cadeler's
Annual Report also published on Form 20-F for the fiscal year ended 31 December
2025, Cadeler's interim financial reports for the period ended 30 June 2026,
Cadeler's stock exchange announcements published through the Oslo Stock
Exchange, reports on Form 6-K and other documents filed from time to time by
Cadeler with the SEC. Cadeler plc and Cadeler wish to caution you not to place
undue reliance on any forward-looking statements, which speak only as of the
date hereof. This communication and related materials speak only as of the date
hereof and, except as required by law, Cadeler plc and Cadeler are not
undertaking any obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise.
ancial reports for the period ended 30 June 2026\,\
Cadeler's stock exchange announcements published through the Oslo Stock\
Exchange\, reports on Form 6-K and other documents filed from time to time by\
Cadeler with the SEC. Cadeler plc and Cadeler wish to caution you not to place\
undue reliance on any forward-looking statements\, which speak only as of the\
date hereof. This communication and related materials speak only as of the date\
hereof and\, except as required by law\, Cadeler plc and Cadeler are not\
undertaking any obligation to update or revise any forward-looking statements\
whether as a result of new information\, future events or otherwise.\