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.

Copenhagen, 19 February 2024: Reference is made to the stock exchange
announcement of 15 February 2024 published by Cadeler A/S (OSE: CADLR, NYSE:
CDLR) ("Cadeler") regarding the successful completion of a private placement of
new shares in Cadeler, raising gross proceeds of approximately NOK 1,759 million
(the "Private Placement").

As a result of the Private Placement, the Board of Directors of Cadeler has
resolved to issue 39,520,000 new shares in Cadeler with a nominal value of DKK 1
each (the "New Shares"), representing 12.7% of the registered share capital of
Cadeler prior to the capital increase and 11.3% of the share capital following
the share capital increase.

Delivery of the shares allocated to investors in the Private Placement, other
than BW Altor Pte. Ltd. ("BW Altor"), was made by delivery of existing shares in
Cadeler already listed on the Oslo Stock Exchange pursuant to a share lending
agreement between the Company, BW Altor and DNB Markets, a part of DNB Bank ASA,
("DNB") (on behalf of Jefferies GmbH and DNB (the "Managers")) for the purpose
of facilitating delivery-versus-payment (DVP) settlement. In accordance
herewith, the Managers have settled the share lending and delivered the New
Shares to BW Altor.

The share capital increase pertaining to the New Shares has now been registered
with the Danish Business Authority. Accordingly, the total nominal value of the
share capital of Cadeler is DKK 350,929,868 divided into 350,929,868 shares with
a nominal value of DKK 1 each and each carrying one voting right, corresponding
to a total of 350,929,868 voting rights. 

The New Shares are expected to be issued through Euronext Securities Oslo
("VPS"), under the permanent ISIN code of the existing shares of the Company,
DK0061412772, and admitted to trading and listing on the Oslo Stock Exchange
immediately hereafter.

Reference is made to the disclosure requirements on changes to the share capital
and voting rights set out in section 32 of the Danish Capital Markets Act. 

An updated version of the Articles of Association can be found at
www.cadeler.com/investor.

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 materials.

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"), or with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be sold, resold, delivered or
otherwise distributed absent registration, except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the US
Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. The Company does not intend to
register any part of the offering in the United States or to conduct a public
offering of securities in the United States.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of 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 purposes
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.

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.