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, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. 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") earlier today, 12 October 2022, regarding a
contemplated private placement of ordinary shares with a par value of DKK 1 in
the Company (the "Offer Shares") by issuance of new shares corresponding to up
to 19.9% of the outstanding shares 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 1,018
million (equivalent to approximately USD 95 million at an exchange rate of
NOK/USD 10.78) through the allocation of 32,850,000 Offer Shares, each at an
offer price of NOK 31.0. The Private Placement took place through an accelerated
bookbuilding process managed by DNB Markets, a part of DNB Bank ASA, Pareto
Securities AS and SpareBank 1 Markets AS (jointly, the "Managers") as Joint
Managers and Joint Bookrunners after close of market today, 12 October 2022. 

The net proceeds from the Private Placement to the Company will be used to part
finance the Company's second F-Class foundation installation newbuild, and for
general corporate purposes.

BW Altor Pte. Ltd. ("BW Altor") was allocated 6,916,451 Offer Shares in the
Private Placement, and thereby holds 59,889,884 shares in the Company following
completion of the Private Placement, representing approximately 30.3% of the
outstanding shares following the issuance of 32,850,000 new shares to BW Altor
(the "New Shares").

Completion of the Private Placement and the issuance of New Shares and
allocation of the Offer Shares at NOK 31.0 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 of Directors is authorised
to make the share capital increase pursuant to the authorisation granted to the
Board by the general meeting on 7 October 2022.

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 the Oslo Stock Exchange, pursuant to a share lending agreement
(the "Share Lending Agreement") entered into by the Company, DNB Markets, 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 in the Private Placement (to investors other than BW Altor) will thus
be tradable from allocation. Redelivery of the borrowed shares to BW Altor will
be in the form of New Shares issued in a separate temporary ISIN and not
tradable on the Oslo Stock Exchange until a listing prospectus has been approved
by the Danish Financial Supervisory Authority and published, which is expected
within three months from the date hereof, following which the New Shares will be
transferred to Cadeler's existing ISIN DK 006 1412772 and admitted to trading on
Oslo Stock Exchange.

Notification of allocation, including settlement instructions are expected to be
distributed by the Managers on or about 13 October 2022, with settlement on a
delivery versus payment (DVP) basis on or about 17 October 2022.

The Private Placement involves the setting aside of the shareholders'
preferential rights to subscribe for the New Shares. 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, the rules on
equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock
Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal
treatment. 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, in particular due to in view of the current market condition and the
growth opportunities currently available to the Company. 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 offer price of NOK 31.0 per share is based on the investor
dialogue by the Managers in connection with the Private Placement, and the price
is therefore considered to represent professional investor's view of the market
price for the shares in a share offering of this size. The Private Placement was
publicly announced, giving existing shareholders who wish not to be diluted the
opportunity to participate in the Private Placement. Based on this, the Board
agreed not to conduct a subsequent offering directed towards shareholders not
participating in the Private Placement. The Board noted that the Company's
largest shareholder, BW Altor, participated in the Private Placement and was
allocated 6,916,451 New Shares.
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 32,850,000.00
pertaining to the Private Placement represent 19.9% of Cadeler's currently
registered share capital, and will account for 16.6% of Cadeler's registered
share capital upon completion of the share capital increase, which will
constitute a nominal par value of DKK 197,600,000 divided into 197,600,000
shares of a nominal par value of DKK 1 each.

Advisors

DNB Markets, a part of DNB Bank ASA, Pareto Securities AS and SpareBank 1
Markets AS are acting as Joint Managers and Joint Bookrunners in connection with
the Private Placement.

Gorrissen Federspiel Advokatpartnerselskab is acting as Danish legal advisor to
the Company and Advokatfirmaet Thommessen AS is acting as Norwegian legal
advisor to the Company in connection with the Private Placement.

For further information, please contact: 

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

About Cadeler A/S: 

Cadeler A/S is a key supplier with the offshore wind industry for installation
services and operation and maintenance works that provides marine and
engineering operations to the offshore wind industry with a strong focus on
safety and the environment. Cadeler's reputation as provider of high-quality
offshore wind support services, combined with an innovative vessel design,
positioning the company to deliver premium level services to the industry. As a
company, Cadeler continues to pursue new levels of efficiency, pushing beyond
the current boundaries of the supply chain. Cadeler enables and facilitates the
global energy transition towards a future built on renewable energy. Cadeler is
listed on the Oslo Stock Exchange (ticker CADLR). 

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

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 material.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "US Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the US Securities Act and in accordance with applicable U.S. state securities
laws. 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. Any sale in the United States of the securities mentioned in this
announcement will be made solely to "qualified institutional buyers" as defined
in Rule 144A under the US Securities Act.

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 the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict, and are beyond their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.

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 makes 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.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of its affiliates accepts any liability arising from the use of
this announcement.

In connection with the Private Placement, the Managers and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase shares and in that capacity may retain, purchase, sell, offer to sell
or otherwise deal for their own accounts in such shares and other securities of
the Company or related investments in connection with the Private Placement or
otherwise. Accordingly, references in any subscription materials to the shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by, such Manager and any of their affiliates acting as
investors for their own accounts. The Managers do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

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 the Norwegian Securities Trading
Act. This stock exchange announcement was published by Mikkel Gleerup (CEO) at
Cadeler A/S on 12 October 2022 at 23:00 (CEST).