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
REQUIRE 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 14 February 2024, regarding a contemplated
private placement of ordinary shares with a par value of DKK 1 in the Company by
issuance of up to 39,520,000 new shares (the "Offer Shares") corresponding to up
to 12.7% 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 1,759
million (equivalent to approximately USD 166 million at an exchange rate of
USD/NOK 10.6) through the allocation of 39,520,000 Offer Shares, each at an
offer price of NOK 44.50. The Private Placement took place through an
accelerated bookbuilding process managed by DNB Markets, a part of DNB Bank ASA,
and Jefferies GmbH (jointly, the "Managers") as Joint Global Coordinators and
Joint Bookrunners after close of market on 14 February 2024. 

The net proceeds from the Private Placement will be used to i) fully finance the
equity portion of the Company's planned 3rd A-Class Wind Foundation Installation
Vessel newbuild (the "A-Class", previously referred to as the "F-Class"), equal
to approximately 35% of its total expected vessel cost, and ii) acquire mission
equipment and build working capital to enable Cadeler to capture selected near
term commercial opportunities including utilizing turbine installation vessels
for T&I foundation scopes, accelerate realisation of commercial synergies and
capture other opportunities arising as a result of supply chain bottlenecks and
project delays in the coming years.

BW Altor Pte. Ltd. ("BW Altor") and Scorpio Holdings Limited ("Scorpio") were
allocated 7,733,473 and 4,778,003 Offer Shares in the Private Placement
respectively, and thereby hold 68,671,728 and 42,427,183 shares in the Company
following completion of the Private Placement, representing approximately 19.57%
and 12.09% of the outstanding shares following the issuance of 39,520,000 new
shares.

The Private Placement and the allocation of the Offer Shares and issuance of new
shares corresponding to the final number of Offer Shares (the "New Shares") at
NOK 44.50 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 pursuant to the
authorisation granted to the Board by the general meeting on 25 April 2023.

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. 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 are expected to be
distributed by the Managers on or about 15 February 2024, with settlement on a
delivery versus payment (DVP) basis on or about 19 February 2024.

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 Private Placement was publicly announced prior to
commencement of the bookbuilding process and the offer price of NOK 44.50 per
share was based on the applications in the accelerated bookbuilding process, 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. 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 39,520,000.00
pertaining to the Private Placement represent 12.7% of Cadeler's currently
registered share capital, and will account for 11.3% of Cadeler's registered
share capital upon completion of the share capital increase, which will
constitute a nominal par value of DKK 350,929,868  divided into 350,929,868
shares of a nominal par value of DKK 1 each.

Advisors

DNB Markets, 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.
Millbank LLP is acting as US legal advisor to the Managers 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 within the offshore wind industry for installation
services and marine and engineering operations with a strong focus on safety and
the environment. Cadeler's experience as provider of high-quality offshore wind
support services, combined with innovative vessel designs, positions the company
to deliver premium services to the industry. Cadeler facilitates the global
energy transition towards a future built on renewable energy. Cadeler is listed
on the Oslo Stock Exchange (OSE: CADLR) and the New York Stock Exchange (NYSE:
CDLR).

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 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 in reliance on an exemption
from, or in a transaction not subject to, the registration requirements of the
US Securities Act and in compliance with applicable US state 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 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" for the purpose of
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) "high net worth
companies, unincorporated associations etc." within the meaning of Article
49(2)(a) to (d) of the Order (all such persons together being referred to as
"relevant persons") and only in circumstances where, in accordance with Article
4(c) and (d) of the Prospectus Regulation as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018, the
requirement to provide an approved prospectus in accordance with the requirement
under section 85 of the Financial Services and Markets Act 2000, as amended does
not apply as the minimum denomination of and purchase of the Offer Shares
exceeds EUR 100,000 or an equivalent amount. 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 15 February 2024 at 03:20 (CET).