CADELER A/S: PLANNED F-CLASS VESSEL ORDER, CUSTOMER CONTRACT DISCUSSION AND CONTEMPLATED PRIVATE PLACEMENT

CADELER A/S: PLANNED F-CLASS VESSEL ORDER, CUSTOMER CONTRACT DISCUSSION AND
CONTEMPLATED PRIVATE PLACEMENT

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.

Cadeler A/S ("Cadeler" or the "Company") has retained DNB Markets, a part of DNB
Bank ASA and SpareBank 1 Markets AS as Joint Bookrunners (collectively the
"Managers") to advise on and effect a private placement with gross proceeds of
USD 70 - 90 million in new ordinary shares with a par value of DKK 1.00 (the
"New Shares") in the Company at an offer price of NOK 32.32 per share (the
"Offer Price"), through an accelerated bookbuilding process (the "Private
Placement").

Planned F-Class vessel order and customer contract discussion

Cadeler believes that there are good employment prospects for F-Class newbuild
due to strong underlying demand for foundation installation whilst relevant
vessel supply remains limited. The Company is in advanced discussions with COSCO
Shipyard regarding a possible order for a foundation installation newbuild, the
F-class, with an expected cost currently estimated to be in the range of USD 343
- 347 million and currently expected delivery in Q4 2025. If a contract is
entered into, Cadeler expects an option for a second F-Class vessel. The Company
has extensive track record within foundation installation, and a new F-class
vessel will be the first purpose-built foundation installation vessel in
Cadeler's state-of-the-art vessel portfolio. Further, Cadeler is in discussion
for F1's maiden contract concerning an XL Monopile foundation installation
contract in the North Sea, currently expected to commence in Q1 2026. 

It is emphasised that no agreement(s) is entered into with respect to the
possible newbuild and/or its maiden contract, that no such agreement(s) may be
entered into, and that terms described herein are indicative and current
estimates only and may change (if any agreement is entered into). 

To the extent the possible newbuild contract and/or its maiden contract are
entered into, it is currently not expected to have any impact on Cadeler's
financial outlook for the financial year ending 31 December 2022 included in
Cadeler's annual report for 2021, which was published on 29 March 2022.

Transaction details

The final number of New Shares to be issued will be determined by the Company's
board of directors (the "Board") in consultation with the Managers on the basis
of an accelerated bookbuilding process.

The net proceeds from the Private Placement will be used to part finance the
Company's planned foundation installation newbuild (the F-class) and general
corporate purposes. 

BW Altor Pte. Ltd. ("BW Altor") has confirmed its intention to subscribe for New
Shares in the Private Placement equal to its pro-rata share of 32.15%.

Based on a limited wallcrossing exercise prior to launch, the Managers have
received indications of interest to subscribe for Offer Shares so that the
Private Placement is covered on indications of interest at the minimum deal size
at the start of the application period.

The application period in the Private Placement will commence today, 4 May 2022
at 16:30 CEST and close on 5 May 2022 at 08:00 CEST. The Company, in
consultation with the Managers may, however, at any time resolve to shorten or
extend the application period, or cancel the Private Placement, at their sole
discretion for any reason on short or without notice. The Company intends to
announce the number of New Shares allocated in the Private Placement through a
stock exchange notice expected to be published before opening of the trading on
Oslo Børs on 5 May 2022.

The Private Placement will be made pursuant to applicable exemptions from the
obligation to publish a prospectus and directed towards institutional and
professional investors (i) outside the United States in reliance on Regulation S
under the United States Securities Act of 1933, as amended, (the "US Securities
Act") and (ii) in the United States to "qualified institutional buyers" (QIBs)
as defined in Rule 144A under the US Securities Act as well as to major U.S.
institutional investors under SEC Rule 15a-6 to the United States Exchange Act
of 1934, in each case subject to an exemption being available from offer
prospectus requirements and any other filing or registration requirements in the
applicable jurisdictions and subject to other selling restrictions. The minimum
order size and allocation in the Private Placement will be the NOK equivalent of
EUR 100,000, provided that the Company may, at its sole discretion, offer and
allocate an amount below EUR 100,000, pursuant to any applicable exemptions from
the prospectus requirement being available.

Allocation of New Shares will be determined following the expiry of the
application period by the Board at their sole discretion following consultation
with the Managers. The Company may focus on allocation criteria such as (but not
limited to) existing ownership, timeliness of the application, price leadership,
relative order size, sector knowledge, perceived investor quality,
pre-commitment and investment horizon. Settlement is expected to take place on
or about 9 May 2022 on a delivery versus payment basis. 

The decision to launch the Private Placement is made pursuant to 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 26 April 2022. The completion of the Private
Placement is subject to the approval by the Board, including allocation and
issuance of the Offer Shares (the "Conditions").

Delivery of the New Shares allocated in the Private Placement will, in order to
facilitate delivery-versus-payment, be made by delivery of existing and
unencumbered shares in the Company already admitted to trading on Oslo Stock
Exchange, pursuant to a share lending agreement expected to be entered into
between the BW Altor, DNB Markets, a part of DNB Bank ASA (on behalf of the
Managers) and the Company (the "Share Lending Agreement"). The Managers will
settle the share loan with new shares issued in the Company following
satisfaction of the Conditions.

The Company and the Managers reserve the right, at any time and for any reason,
to cancel, and/or modify the terms of, the Private Placement. Neither the
Company nor the Managers will be liable for any losses incurred by applicants if
the Private Placement is cancelled, irrespective of the reason for such
cancellation.

The Board has considered the structure of the contemplated capital raise in
light of the equal treatment obligations under the Norwegian Securities Trading
Act and 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, and is of the opinion that the proposed Private
Placement is in compliance with these requirements. By structuring the
transaction as a private placement, the Company will be in a position to raise
capital in an efficient manner and with significantly lower completion risks
compared to a rights issue. In addition, the Private Placement is subject to
marketing through a publicly announced bookbuilding process and a market-based
offer price should therefore be achieved. The Board also aims to widen and
strengthen the Company's shareholder base by completing the transaction as a
private placement. On this basis and based on an assessment of the current
equity markets, the Board has considered the Private Placement to be in the
common interest of the Company and its shareholders. As a consequence of the
private placement structure, the shareholders' preferential rights to subscribe
for the New Shares will be deviated from pursuant to the authorisation granted
to the Board by the general meeting on 26 April 2022. For the same reasons, the
Company does not expect to carry out a subsequent repair issue directed towards
shareholders that were not allocated shares in the Private Placement.

Advisers

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

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

For further information, please contact: 

Mikkel Gleerup, CEO 
[phone] 
[e-mail]

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 "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 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 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 Mario Robayo, Interim CFO
at Cadeler A/S on 4 May 2022 at 16:31 (CEST).

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