CADELER PLC CDLR ADDITIONAL REGULATED INFORMATION REQUIRED TO BE DISCLOSED UNDER THE LAWS OF A MEMBER STATE

Cadeler plc publishes a notice of compulsory acquisition of the shares in Cadeler A/S held by remaining minority shareholders

09. November 2026 kl. 08:15

9 November 2026 - Cadeler plc hereby announces that it has decided to exercise its rights under sections 70 and 72 of the Danish Companies Act to initiate and complete a compulsory acquisition of the shares in Cadeler A/S held by remaining minority shareholders (the "Compulsory Acquisition") in connection with the redomiciliation of the Cadeler group's parent company from Denmark to the United Kingdom (the "Redomiciliation").

Reference is made to the stock exchange announcements published by Cadeler A/S on 21 September 2026, 2 November 2026 and 5 November 2026 regarding the voluntary share exchange offer made by Cadeler plc to all holders of shares (including shares represented by American Depositary Shares (ADSs), each representing four (4) shares in Cadeler A/S) in Cadeler A/S to exchange each share in Cadeler A/S for one (1) share in Cadeler plc, each with a nominal value of USD 1.00 (the "Offer") and the section titled "Squeeze-out", in which Cadeler plc informed the shareholders of Cadeler A/S about the contemplated compulsory acquisition following completion of the Offer.

Cadeler plc holds shares representing more than 90 per cent of the total number and of the aggregate voting power of the outstanding shares in Cadeler A/S following settlement of the Offer. On this basis, Cadeler plc is entitled to, and has resolved to, exercise its right to complete the Compulsory Acquisition of the shares held by the remaining minority shareholders of Cadeler A/S in accordance with sections 70 and 72 of the Danish Companies Act.

Accordingly, all remaining minority shareholders of Cadeler A/S are pursuant to the attached statutory notice for the Compulsory Acquisition (the "Statutory Notice") formally requested by Cadeler plc to transfer their shares in Cadeler A/S to Cadeler plc within a period of four (4) weeks expiring on 7 December 2026 at 23:59 (CET) (the "Compulsory Acquisition Period") at a price of NOK 58.42 per share in Cadeler A/S of a nominal value of DKK 1.00, as determined by Cadeler plc in accordance with the Danish Companies Act, being the volume-weighted average price (VWAP) of the Cadeler A/S shares on the Oslo Stock Exchange (OSE) over the 30 trading days immediately preceding the initiation of the Offer (the "Redemption Price"), subject to the terms and conditions of the Statutory Notice.

Shareholders in Cadeler A/S are informed that, after expiry of the Compulsory Acquisition Period, Cadeler plc will, against payment of the aggregate Redemption Price, compulsorily acquire the shares in Cadeler A/S held by the minority shareholders who have not voluntarily transferred their shares to Cadeler plc prior to the expiry of the Compulsory Acquisition Period, and consequently become the sole holder of all issued and outstanding shares in Cadeler A/S.

The Statutory Notice will be published in the IT systems of the Danish Business Authority, distributed to the shareholders of Cadeler A/S who have elected to receive electronic notices of general meetings through the share registry, and made available on the website of Cadeler A/S with an acceptance form.

With reference to the stock exchange announcements made by Cadeler A/S on 5 November 2026, shareholders of Cadeler A/S are also reminded that the Oslo Stock Exchange and the New York Stock Exchange have suspended trading of the shares (and, as applicable, the shares represented by American Depositary Shares) of Cadeler A/S with effect from 5 November 2026.

DNB Carnegie, part of DNB Bank ASA, is acting as settlement agent in connection with the Compulsory Acquisition and Computershare Inc. is acting as exchange agent and Georgeson LLC is acting as information agent 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

Cadeler plc (Cadeler) is 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 both the New York Stock Exchange and the Oslo Stock Exchange, under the ticker "CDLR". For more information, please visit www.cadeler.com.

Important notice

The Compulsory Acquisition and the terms and conditions of the Compulsory Acquisition are governed by Danish law and carried out in conformity with the requirements of Danish law. The Compulsory Acquisition is not subject to Norwegian law.

The notice for the Compulsory Acquisition has not been and will not be reviewed or approved by the Norwegian FSA, the Danish FSA, the U.S. Securities and Exchange Commission, the Oslo Stock Exchange, the New York Stock Exchange or any other regulatory authority or stock exchange.

The notice for the Compulsory Acquisition and the distribution of this announcement and other information in connection with the Compulsory Acquisition may be restricted by law in certain jurisdictions. Cadeler plc and Cadeler A/S do not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

Forward-looking statements

This communication includes forward-looking statements with respect to the Redomiciliation and the Compulsory Acquisition, including statements regarding the anticipated timing of the Compulsory Acquisition. 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, are subject to risks, uncertainties, and other factors that could cause the 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.

Vedlegg

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Cadeler - Stock Exchange Announcement - Launch of Compulsory Acquisition.pdf
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Cadeler - Notice on Compulsory Acquisition with attachments (ENG).pdf
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Cadeler - Notice on Compulsory Acquisition with attachments (DAN).pdf