PROXY / POSTAL VOTE

For Cadeler A/S' (the "Company") annual general meeting to be held on Tuesday, 23 April 2024 at 14:00 (CEST) at the office of Gorrissen Federspiel, Axel Towers, Axeltorv 2, DK-1609 Copenhagen V, Denmark.

Name of shareholder:

Address:

Zip code and city:

Number of shares held on the record date (16 April 2024):

I, the undersigned hereby grant authority by proxy or postal vote at the annual general meeting of Cadeler A/S convened for Tuesday, 23 April 2024 as set out below:

Please mark only one box: A), B), C) or D) or grant authority by proxy/postal vote directly onhttps://www.cadeler.com/en/investor-relations/general-meetings/.Please note that it is only possible either to grant authority by proxy or to vote by post.

A)

  • Proxy is given to an identified third person:

    Name, address and email address of the proxy holder (please use CAPITAL

    LETTERS and note that admission cards will be send out be email only)B)

  • Proxy is given to the Board of Directors (or order) to vote in accordance with the recommendation of the Board of Directors as stated in the table below

    C)

  • Proxy is given to the Board of Directors (or order) to vote in accordance with the voting directions given below. Please mark "FOR", "AGAINST" or "ABSTAIN" to indicate your directions.

    D)

  • The postal vote is given in accordance with the voting directions given below. Please mark the box "FOR", "AGAINST" or "ABSTAIN" to indicate your directions. The postal vote is irrevocable.

Items on the agenda (the full agenda is included in the notice convening the annual general meeting)

AGAINST ABSTAIN

  • 1. The general meeting's election of the chair of the general meeting

  • 2. The Board of Directors' report on the Company's activities in the past financial year

  • 3. Presentation and adoption of the Annual Report for 2023

  • 4. Distribution of profits or covering of losses according to the annual report adopted

  • 5. Presentation and adoption of the annual remuneration report for 2023

  • 6. Resolution to grant discharge of liability to the Board of Directors and the Executive Management

  • 7. Approval of remuneration of the Board of Directors for the current financial year

  • 8. Election of members to the Board of Directors, including Chairman and Vice Chairman

    a.i. Re-election of Ditlev Wedell-Wedellsborg a.ii. Election of Colette Cohen

    • b. Re-election of Andreas Sohmen-Pao as Chairman

    • c. Re-election of Emanuele Lauro as Vice Chairman

  • 9. Election of members to the Nomination Committee

    • a. Re-election of Bjarte Bøe

    • b. Re-election of Elaine Yew Wen Suen

  • 10. Appointment of auditor

  • 11. Authorisation to acquire treasury shares

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FOR FOR FOR

FOR FOR FOR

  • 12. Proposals from the Board of Directors or shareholders

    • a. Proposal to amend the Articles of Association with a new Article 3.1 regarding a new authorisation to increase the share capital without pre-emptive rights at market price

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    • b. Proposal to amend the Articles of Association with a new Article 3.2 regarding a new authorisation to increase the share capital with pre-emptive rights, which may be below market price

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    • c. Proposal to amend the Articles of Association with a new Article 3.6 regarding combined maximum authorisation to increase the share capital

    • d. Approval of the Remuneration Policy

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    • e. Indemnification of the Board of Directors and the Executive Management

      • (1) Indemnification of the Board of Directors

      • (2) Indemnification of the Executive Management

      • (3) Amendment of the Articles of Association

      • (4) Amendment to the Remuneration Policy

    • f. Amendments to the Articles of Association due to expiry of an authorisation

  • 13. Any other business

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FOR FOR FOR FOR

If the form is only dated and signed it will be considered a proxy to the Board of Directors to vote in accordance with the recommendations of the Board of Directors as set out above.

A proxy applies to all items discussed at the general meeting. In the event new proposals are submitted, including any amendments to proposals or in the event of proposals for new candidates to the Board of Directors or auditor who are not on the agenda, the proxy holder will vote on your behalf according to his/her best belief. The proxy/written vote is valid for shares held by the undersigned on the record date, Tuesday, 16 April 2024, calculated on the basis of entries in the shareholders' register and any notice of ownership received by the company for the purpose of registration in the shareholders' register.

Date

SignatureThe dated and signed proxy form must be received by DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021

Oslo, Norway no later than Friday, 19 April 2024 at 12:00 (CEST). If the form is used to submit written vote(s) (voting by correspondence), the form must be received DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway no later than Friday, 19 April 2024 at 12:00 (CEST). The form may be returned by email tovote@dnb.noor by ordinary post.

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Disclaimer

Cadeler A/S published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2024 11:10:55 UTC.