CADLR: Cadeler initiates its redomiciliation from Denmark to the United Kingdom, to be implemented through a share exchange offer by Cadeler plc for all outstanding shares of Cadeler A/S

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, 21 September 2026 - With reference to the stock exchange
announcement made by Cadeler A/S ("Cadeler", and together with its consolidated
subsidiaries, the "Cadeler Group") on 27 August 2026, regarding the public
filing of Registration Statement on Form F-4 with the SEC (as defined below),
Cadeler plc, a public limited company incorporated under the laws of England and
Wales, has today published a combined EU/EEA prospectus and offer document (the
"Prospectus") in connection with a contemplated redomiciliation of the Cadeler
Group's parent company from Denmark to the United Kingdom (the
"Redomiciliation").

In connection with the Redomiciliation, Cadeler plc is making a voluntary offer
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"). Holders of
Cadeler ADSs who participate in and whose Cadeler Shares are accepted in the
Offer will accordingly receive four (4) shares in Cadeler plc in exchange for
each Cadeler ADS.

In addition to the Prospectus, and as announced on 27 August 2026, Cadeler plc
has filed with the U.S. Securities and Exchange Commission (the "SEC") a
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"). 

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. Assuming that all outstanding Cadeler Shares (including Cadeler Shares
represented by Cadeler ADSs) are tendered and exchanged pursuant to the Offer,
each Cadeler shareholder will hold the same ownership (as a percentage of the
outstanding share capital) in the Cadeler Group after the Offer as they held
immediately prior to completion of the Offer.

"The Redomiciliation marks an important next step in Cadeler's evolution. By
establishing a UK-incorporated parent company, we are positioning the Group to
attract a broader and more diverse international investor base, while creating a
corporate structure that better reflects the scale and global reach of our
operations. The board of directors fully supports this transaction", says
Andreas Sohmen-Pao, Chair of the Cadeler Board (as defined below). 

"The launch of the Offer is a significant milestone for the Cadeler Group. The
Redomiciliation will provide a more flexible platform from which we can pursue
our growth ambitions, strengthen our presence in key markets including the
United Kingdom, and allow us to build on the momentum we have built since our
initial listing on the Oslo Stock Exchange in 2020 and the New York Stock
Exchange in 2023. We look forward to the next chapter of our journey as Cadeler
plc", says Mikkel Gleerup, CEO of Cadeler.

Reasons for the Redomiciliation

The purpose of the Redomiciliation is to enhance the Cadeler Group's strategic
position. While the business carried out by the Cadeler Group following the
implementation of the Redomiciliation will remain the same, the board of
directors of Cadeler (the "Cadeler Board") and the board of directors of Cadeler
plc believe that the Redomiciliation and the direct listing and trading of
Cadeler plc shares on the Oslo Stock Exchange and on the New York Stock Exchange
("NYSE") will improve the marketability of the Cadeler Group and encourage a
broader and more diversified international investor base. Additionally, the
Redomiciliation supports the Cadeler Group's business strategy generally,
including by facilitating the greater physical presence of its senior management
team in the United Kingdom and elsewhere in the markets in which the Cadeler
Group operates. 

For further details on the reasons behind the Redomiciliation, reference is made
to Section 17.1.3 "Background and reasons for the Redomiciliation" of the
Prospectus.

Highlights of the Offer

o	Exchange ratio. Cadeler shareholders are offered one (1) share in Cadeler plc
for each Cadeler Share tendered, including Cadeler Shares represented by Cadeler
ADSs (each representing four (4) Cadeler Shares).

o	Offer period. Eligible Cadeler shareholders may accept the Offer in the period
from and including 22 September 2026 to 21 October 2026 at 5:00 PM Eastern Time
/ 11:00 PM CEST (or such subsequent date to which the expiration of the Offer is
extended) as set out in the Prospectus and U.S. Prospectus/Offer to Exchange.

o	Listing and delisting. Following completion of the Offer, Cadeler plc shares
are expected to be listed and admitted to trading on the Oslo Stock Exchange and
the NYSE, and the Cadeler Shares (including Cadeler Shares represented by
Cadeler ADSs) are expected to be delisted from Oslo Stock Exchange and NYSE,
respectively. Cadeler's American Depositary Receipt programme will be
terminated. The Cadeler plc shares are expected to commence trading on both the
Oslo Stock Exchange and NYSE on 29 October 2026.

o	Settlement of the Offer. Settlement of the Offer is expected to occur on or
about 29 October 2026. On the settlement date, holders of Cadeler Shares and
Cadeler ADSs who have validly tendered into the Offer will receive Cadeler plc
shares in exchange for their Cadeler Shares, including Cadeler Shares
represented by Cadeler ADSs, in accordance with the terms and conditions of the
Offer. Settlement will be made through a book-entry process, with Cadeler plc
shares delivered to the accepting shareholders' securities accounts in VPS (for
holders of Cadeler Shares) and in DTC (for holders of Cadeler ADSs). If the
Offer Period is extended, the settlement date will be postponed accordingly.

o	Offer conditions. The Offer is subject to certain conditions, including that
Cadeler shareholders have validly tendered Cadeler Shares (including Cadeler
Shares represented by Cadeler ADSs) representing, together with any Cadeler
Shares then owned by Cadeler plc, more than 90% of the total number and of the
aggregate voting power of the outstanding Cadeler Shares. In addition, the Offer
is conditional upon, among other things, there being no legal prohibition, the
Registration Statement on Form F-4 filed with the SEC having become effective,
the Prospectus having been approved by the Norwegian Financial Supervisory
Authority and passported to Denmark, and the Cadeler plc shares having been
approved for listing on the NYSE and for admission to trading on the Oslo Stock
Exchange. The full conditions to the Offer are set out in the Prospectus and in
the U.S. Prospectus/Offer to Exchange, and it is expected that an announcement
by Cadeler plc with preliminary results on whether or not the conditions to the
Offer have been satisfied or, to the extent legally permitted, waived will be
published on or prior to 22 October 2026, and that an announcement with the
final results will be published on or prior to 26 October 2026.

o	Timetable of the Offer.(1) The key dates relating to the Offer are set out
below.

o	Commencement of the Offer Period: 22 September 2026

o	Expiration Date (deadline for tendering Cadeler Shares and Cadeler ADSs into
the Offer and end of Offer Period): 21 October 2026 at 5:00 PM Eastern Time /
11:00 PM CEST(2) 

o	Announcement by Cadeler plc with preliminary results on whether or not the
conditions to the Offer have been satisfied or, to the extent legally permitted,
waived: On or prior to 22 October 2026

o	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 26 October 2026

o	Commencement of trading of Cadeler plc shares on NYSE: On or about 29 October
2026(3)

o	Commencement of trading of Cadeler plc shares on the Oslo Stock Exchange: On
or about 29 October 2026

o	Expected settlement date: On or about 29(4) October 2026

(1)	If the Cadeler Shares and/or Cadeler ADSs are held through a financial
intermediary, please be aware that the financial intermediary may require
decisions and actions in advance of the times and dates noted. The shareholders
should contact their financial intermediary with respect to questions regarding
the dates and times that may be applicable to them.
(2)	If Cadeler plc determines to extend the initial offering period, it will
make an announcement of such extension prior to the expiration time on the
relevant Expiration Date. There will be no subsequent offering period.
(3)	It is currently expected that trading of Cadeler plc shares on the NYSE and
the Oslo Stock Exchange will commence shortly after the expiration of the Offer,
subject to approval by the relevant listing authorities.
(4)	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.

Squeeze-out

If the Offer is completed and Cadeler plc holds more than 90% of the total
number and of the aggregate voting power of the Cadeler Shares then outstanding
(excluding any treasury shares held by Cadeler), then 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 (the "Squeeze-out"). 

To initiate the Squeeze-out, Cadeler plc will publish a notice requesting that
remaining Cadeler shareholders transfer their Cadeler Shares, including Cadeler
Shares represented by Cadeler ADSs (the "Squeeze-out Cadeler Shares"), to
Cadeler plc within a four-week period to be set out in such notice. The cash
consideration to be paid for the Squeeze-out Cadeler Shares will be determined
by Cadeler plc in accordance with Danish law, and will be based on the price of
the Cadeler Shares on the Oslo Stock Exchange prior to the initiation of the
Offer. 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.
Cadeler plc has entered into a financing arrangement with DNB Bank ASA for the
purpose of financing any cash payments due in connection with the Squeeze-out.

Tax considerations

Cadeler shareholders and potential investors are advised to consult their own
tax advisers regarding the applicable tax consequences of the Offer and the
Squeeze-out, as well as acquiring, holding and disposing of the Cadeler Shares,
based on their particular circumstances.

Recommendation by the board of directors and independent third-party statement

The Cadeler Board and the board of directors of Cadeler plc, respectively, have
unanimously determined that the Redomiciliation, including the Offer, is fair
to, and in the best interests of, the two companies and their shareholders. The
Cadeler Board unanimously recommends that Cadeler shareholders accept the Offer
and tender their Cadeler Shares (including Cadeler Shares represented by Cadeler
ADSs) pursuant to the Offer.

The Cadeler Board has based its recommendation on an assessment of various
factors including, but not limited to, the strategic benefits of the
Redomiciliation involving a broader international investor base, greater
financing flexibility, commercial advantages from expanded United Kingdom
operations following the Eneti combination, improved risk management and more
efficient internal cash flows. The Cadeler Board has also considered the terms
of the Offer, including the one-for-one exchange ratio, and believes the Offer
is fair to, and in the best interests of, Cadeler and its shareholders as a
whole.

The members and the composition of the board of directors of Cadeler plc are
identical to the Cadeler Board, including with respect to the chair and vice
chair.

This statement by the Cadeler Board does not constitute a statement as described
in Section 6-16 of the Norwegian Securities Trading Act. As the Offer is being
made in agreement with the Cadeler Board, the Norwegian Financial Supervisory
Authority has, pursuant to Section 6-16(4) of the Norwegian Securities Trading
Act, decided that the formal statement otherwise to be issued by the Cadeler
Board under Section 6-16 shall instead be issued by Kroll, LLC as an independent
third party. In its statement, Kroll, LLC has concluded that as of the date
hereof, the Offer Consideration (as defined in the Prospectus) is fair from a
financial point of view to the Cadeler's shareholders (without giving effect to
any impact on any particular shareholder other than in its capacity as a
shareholder). The statement by Kroll, LLC is publicly available on
https://newsweb.oslobors.no/ under Cadeler's ticker "CADLR".

Acceptance of the Offer

In order to accept the Offer in accordance with the Prospectus, Cadeler
shareholders must correctly complete, sign and deliver an acceptance form
(enclosed as appendix B to the Prospectus) to DNB Carnegie, part of DNB Bank
ASA, acting as receiving agent in connection with the Offer, before the end of
the Offer Period on 21 October 2026 at 11 PM (CEST) (or such time to which the
offer period may be extended).

The acceptance form may be submitted by e-mail to retail@dnb.no, or by post to
DNB Carnegie, Registrars department, Dronning Eufemias gate 30, P.O. Box 1600
Sentrum, N-0021 Oslo, Norway. Norwegian private individuals with a BankID may
also accept the Offer electronically through a link provided in the acceptance
form. Cadeler shareholders who hold their Cadeler Shares through a broker, bank
or other nominee must contact such nominee to accept the Offer on their behalf.

Holders of Cadeler ADSs wishing to tender in the Offer must do so in accordance
with the procedures set out U.S. Prospectus/Offer to Exchange and related letter
of transmittal, and any amendments or supplements thereto.

Combined EU/EEA prospectus and offer document 

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 Oslo Stock Exchange. The Prospectus has been prepared
in accordance with Regulation (EU) 2017/1129, as amended, and as implemented
into Norwegian law (the "EU Prospectus Regulation") and Directive 2004/25/EC on
takeover bids, as amended (the EU Takeover Directive), as implemented into
Norwegian and Danish law, respectively. 

The Prospectus has today been approved by the Financial Supervisory Authority of
Norway and will be passported to Denmark through a certificate of approval to be
issued by the Financial Supervisory Authority of Norway to the Danish Financial
Supervisory Authority. 

The Financial Supervisory Authority of Norway has also reviewed and approved the
Offer and the Prospectus as an offer document in accordance with Section 6-14 of
the Norwegian Securities Trading Act. The Danish Supervisory Authority has
reviewed certain parts of the Prospectus in accordance with Danish law, as
further described in the Prospectus.

The Prospectus is available at: https://ir.cadeler.com/ and
www.dnb.no/emisjoner, subject to regulatory restrictions in certain
jurisdictions.

Registration Statement on Form F-4 and U.S. Prospectus/Offer to Exchange 

In connection with the Offer, Cadeler plc has prepared and filed with the SEC a
Registration Statement on Form F-4 under the U.S. Securities Act, which includes
the U.S. Prospectus/Offer to Exchange.

The U.S. Prospectus/Offer to Exchange and the other SEC filings are available
free of charge at the SEC's website at www.sec.gov and on Cadeler's website at
www.cadeler.com.

Advisers

Gorrissen Federspiel Advokatpartnerselskab, Advokatfirmaet Thommessen AS, Davis
Polk & Wardwell London LLP and Allen Overy Shearman Sterling LLP are acting as
legal advisers in connection with the Redomiciliation.

DNB Carnegie, part of DNB Bank ASA, is acting as financial adviser and receiving
agent in connection with the Offer to Cadeler's shareholders.

Computershare Inc. is acting as exchange agent and Georgeson LLC is acting as
information agent for the Offer in the United States to Cadeler ADS holders.

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 Cadeler Board 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 New York Stock Exchange (ticker:
CDLR) and the Oslo Stock Exchange (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

This communication is not a prospectus as defined by 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). 

Cadeler plc is offering to exchange for each Cadeler Share (including Cadeler
Shares represented by Cadeler ADSs), validly tendered and not validly withdrawn
in the Offer, one (1) ordinary Cadeler plc share with a nominal value of USD
1.00.

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 Oslo Stock Exchange in accordance with Regulation (EU)
2017/1129, as amended, and implemented into Norwegian law (the "EU Prospectus
Regulation") and Directive 2004/25/EC on takeover bids, as amended (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. Cadeler ADSs may not be
exchanged nor may offers to exchange the Cadeler ADSs be accepted prior to the
time such Registration Statement becomes effective. 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 or 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 have 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 the Cadeler plc 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 Belarus 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 benefits
of the Redomiciliation and 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 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 undertake 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 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 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 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 Group's operations
which may expose the Group to financial losses and for which the 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 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 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 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 Group will be
those that the 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 Group's business, including those described in Cadeler's Annual
Report also published on Form 20-F for the fiscal year ended December 31, 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.
g factors and the other risks and uncertainties\
that affect the Group's business\, including those described in Cadeler's Annual\
Report also published on Form 20-F for the fiscal year ended December 31\, 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.\