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Inderes’ Disclaimer can be found here. Detailed information about each share actively monitored by Inderes is available on the company-specific pages on Inderes’ website. © Inderes Oyj. All rights reserved.

Cadeler A/S - Planned suspension of trading in the shares of Cadeler A/S on the Oslo Stock Exchange with effect from on or around 5 November 2026 in connection with Cadeler's redomiciliation from Denmark to the United Kingdom

CADLRRegulatory press release29.10.2026 klo 09.10
Discuss
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER TO
PURCHASE, OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITIES. THE OFFER IS
MADE IN THE EU/EEA SOLELY BY MEANS OF THE PROSPECTUS (AS DEFINED BELOW), AND IN
THE UNITED STATES, THE U.S. PROSPECTUS/OFFER TO EXCHANGE (AS DEFINED BELOW).
COPIES OF THE PROSPECTUS OR THE U.S. PROSPECTUS/OFFER TO EXCHANGE, AS
APPLICABLE, MAY BE OBTAINED THROUGH THE WEBSITE OF CADELER AS SET FORTH
ELSEWHERE IN THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION IS
UNLAWFUL OR REQUIRES REGISTRATION OR ANY OTHER MEASURES.

Copenhagen, 29 October 2026 - Reference is made to the stock exchange
announcement dated 21 September 2026 made by Cadeler A/S ("Cadeler", and
together with its consolidated subsidiaries, the "Cadeler Group") regarding the
launch of the voluntary offer (the "Offer") by Cadeler plc to all holders of
shares in Cadeler, each with a nominal value of DKK 1.00 (the "Cadeler Shares"),
including Cadeler Shares represented by American Depositary Shares (each
representing four (4) Cadeler Shares) ("Cadeler ADSs"), to exchange each Cadeler
Share for one (1) share in Cadeler plc, each with a nominal value of USD 1.00,
in connection with the contemplated redomiciliation of the Cadeler Group's
parent company from Denmark to the United Kingdom (the "Redomiciliation"), and
to the stock exchange announcement made by Cadeler earlier today regarding the
preliminary results of the Offer.

In connection with the completion of the Offer, Cadeler has, in consultation
with the Oslo Stock Exchange, decided to request that trading in the Cadeler
Shares on the Oslo Stock Exchange be suspended with effect from the first day of
trading of the Cadeler plc shares on the Oslo Stock Exchange, which is expected
to be on or around 5 November 2026. The last day of trading in the Cadeler
Shares on the Oslo Stock Exchange is accordingly expected to be on or around 4
November 2026.

The suspension is being implemented to avoid simultaneous trading in the shares
of both Cadeler and Cadeler plc on the Oslo Stock Exchange during the period
until the Cadeler Shares are delisted, including the period prior to
commencement of the Squeeze-out (as defined below).

As announced earlier today, Cadeler plc intends, as promptly as practicable, to
initiate a compulsory acquisition of the Cadeler Shares (including Cadeler
Shares represented by Cadeler ADSs) not acquired in the Offer, for cash, in
accordance with the Danish Companies Act (the "Squeeze-out"). To initiate the
Squeeze-out, and following completion of the Offer, Cadeler plc will publish a
notice requesting that remaining Cadeler shareholders transfer their Cadeler
Shares, including Cadeler Shares represented by Cadeler ADSs (the "Squeeze-out
Cadeler Shares"), to Cadeler plc, against payment of cash consideration, within
a four-week period, with both the cash consideration and the four-week period
set out in such notice. After the expiry of such four-week period, any
Squeeze-out Cadeler Shares not committed to be transferred will be acquired
compulsorily by Cadeler plc against payment of the cash consideration.

Shareholders of Cadeler who did not tender their Cadeler Shares in the Offer
will not be able to trade their Cadeler Shares on the Oslo Stock Exchange after
the last day of trading. The suspension will not affect the Squeeze-out, and the
remaining shareholders of Cadeler will receive the cash consideration in the
Squeeze-out irrespective of the suspension.

The suspension is expected to remain in effect until the Cadeler Shares are
delisted from the Oslo Stock Exchange. Cadeler intends to hold an extraordinary
general meeting following expiry of the Squeeze-out period to approve the
delisting of the Cadeler Shares from the Oslo Stock Exchange. The delisting will
be subject to an application to, and approval by, the Oslo Stock Exchange
following completion of the Squeeze-out. Cadeler will remain subject to its
disclosure obligations as an issuer listed on the Oslo Stock Exchange until the
delisting has become effective.

Further, trading of the Cadeler ADSs on the New York Stock Exchange is expected
to be suspended before market open on or around 5 November 2026, with delisting
of the Cadeler ADSs from the New York Stock Exchange taking effect 10 days
thereafter. Cadeler's American Depositary Receipt programme will be terminated
thereafter.

Shareholders of Cadeler who have validly tendered their Cadeler Shares
(including Cadeler Shares represented by Cadeler ADSs) in the Offer will receive
Cadeler plc shares, which are expected to be admitted to trading on the Oslo
Stock Exchange and the New York Stock Exchange on or around 5 November 2026, and
will thus be able to trade in Cadeler plc shares from such date.

Further information

For further information about the Offer, reference is made to the combined
EU/EEA prospectus and offer document dated 21 September 2026 (the "Prospectus"),
which is available at: https://ir.cadeler.com/ and www.dnb.no/emisjoner, subject
to regulatory restrictions in certain jurisdictions, and the Registration
Statement on Form F-4 under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), which includes an offering prospectus/offer to exchange
(the "U.S. Prospectus/Offer to Exchange"), available free of charge at the
website of the U.S. Securities and Exchange Commission (the "SEC") at
www.sec.gov and on Cadeler's website at www.cadeler.com.

Contact information

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 plc

Cadeler plc is a public limited company incorporated under the laws of England
and Wales for the purpose of facilitating the Redomiciliation. As at the date of
this announcement, Cadeler plc has not carried out any operations or activities
other than in connection with the Offer and the Redomiciliation, and has only
nominal assets and no liabilities.

Following the completion of the Offer, Cadeler plc will become the ultimate
parent company of the Cadeler Group, and the business carried out by Cadeler plc
and its subsidiaries will be the same as the business carried out by Cadeler and
its subsidiaries immediately prior to the Redomiciliation. All current members
of the board of directors of Cadeler will continue to serve on the board of
directors of Cadeler plc, and the executive management of the Cadeler Group will
remain unchanged.

About Cadeler

Cadeler A/S (Cadeler) is a pure-play offshore wind installation partner and 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 the New York Stock Exchange (ticker:
CDLR) and the Oslo Stock Exchange (ticker: CADLR). For more information, please
visit www.cadeler.com.

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

Important Additional Information

The Offer Period (as defined in the Prospectus) is closed and no further Cadeler
Shares or Cadeler ADSs may be tendered into the Offer.

This communication is not a prospectus as defined by the EU Prospectus
Regulation or offer document pursuant to Directive 2004/25/EC on takeover bids,
as amended (the EU Takeover Directive) but relates to the proposed
Redomiciliation, to be effected by way of the Offer by Cadeler plc for all
Cadeler Shares (including Cadeler Shares represented by Cadeler ADSs).

This communication is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell shares, nor is it a substitute
for any offer materials that Cadeler plc or Cadeler has published following
approval by the Norwegian Financial Supervisory Authority or filed or will file
with the SEC.

The Prospectus has been prepared by Cadeler plc as a combined EU/EEA prospectus
and offer document in connection with the Offer and the related listing of
Cadeler plc shares on the Oslo Stock Exchange in accordance with Regulation (EU)
2017/1129, as amended, and implemented into Norwegian law (the "EU Prospectus
Regulation") and Directive 2004/25/EC on takeover bids, as amended (the EU
Takeover Directive), as implemented into Norwegian and Danish law. The
Prospectus has been approved by the Norwegian Financial Supervisory Authority
and passported to Denmark.

Cadeler plc has filed a Registration Statement on Form F-4 which includes the
U.S. Prospectus/Offer to Exchange with the SEC. This communication does not
contain all the information that should be considered concerning the proposed
Redomiciliation and Offer and is not intended to form the basis of any
investment decision or any other decision in respect of the proposed
Redomiciliation and Offer for shares in Cadeler.

INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROSPECTUS, REGISTRATION
STATEMENT, THE OFFER MATERIALS (INCLUDING THE U.S. PROSPECTUS/OFFER TO EXCHANGE,
A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT, IF AND WHEN THEY BECOME AVAILABLE, AND
ANY OTHER DOCUMENTS APPROVED BY THE NORWEGIAN FINANCIAL SUPERVISORY AUTHORITY OR
FILED BY EACH OF CADELER PLC AND CADELER WITH THE SEC IN CONNECTION WITH THE
PROPOSED REDOMICILIATION (INCLUDING THE OFFER) OR INCORPORATED BY REFERENCE
THEREIN CAREFULLY AND IN THEIR ENTIRETY AS THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT CADELER PLC, CADELER, THE PROPOSED REDOMICILIATION
(INCLUDING THE OFFER) AND RELATED MATTERS THAT CADELER SHAREHOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES.
Investors and shareholders will be able to obtain the Prospectus/Registration
Statement, the Offer materials (including the U.S. Prospectus/Offer to Exchange,
a related letter of transmittal and certain other Offer documents) and the
solicitation/recommendation statement, if and when they become available, free
of charge from Cadeler's website at www.cadeler.com, and other documents filed
with the SEC by Cadeler plc and Cadeler at no cost to them through the website
maintained by the SEC at www.sec.gov. The contents of this communication should
not be construed as financial, legal, business, investment, tax or other
professional advice. Each recipient should consult with its own professional
advisors for any such matter and advice.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for, exchange or buy or an
invitation to purchase, exchange or subscribe for any securities or the
solicitation of any vote in any jurisdiction pursuant to the proposed
Redomiciliation or Offer or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction, in each case in contravention of
applicable law. No offer of securities shall be made except by means of a
prospectus meeting the requirements of applicable European/European Economic
Area or UK, as appropriate, regulations or Section 10 of the U.S. Securities
Act. Subject to certain exceptions to be approved by the relevant regulators or
certain facts to be ascertained, any public offer will not be made directly or
indirectly, in or into any jurisdiction where to do so would constitute a
violation of the laws of such jurisdiction, or by use of the mails or by any
means or instrumentality (including without limitation, facsimile transmission,
telephone and the internet) of interstate or foreign commerce, or any facility
of a national securities exchange, of any such jurisdiction.

Forward-Looking Statements

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

Many factors could cause actual future events to differ materially from the
forward-looking statements in this communication, including but not limited to
the risk that the Offer is subject to conditions, not all of which are within
Cadeler plc's control. The foregoing is not exhaustive. There can be no
assurance that future developments affecting Cadeler plc, Cadeler or the Cadeler
Group will be those that the Cadeler Group has anticipated.

These forward-looking statements involve a number of risks, uncertainties (some
of which are beyond Cadeler plc's or Cadeler's control) or other assumptions
that may cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements or from
historical experience and present expectations or projections. You should
carefully consider the foregoing factors and the other risks and uncertainties
that affect the Cadeler Group's business, including those described in Cadeler's
Annual Report also published on Form 20-F for the fiscal year ended 31 December
2025, Cadeler's interim financial reports for the period ended 30 June 2026,
Cadeler's stock exchange announcements published through the Oslo Stock
Exchange, reports on Form 6-K and other documents filed from time to time by
Cadeler with the SEC. Cadeler plc and Cadeler wish to caution you not to place
undue reliance on any forward-looking statements, which speak only as of the
date hereof. This communication and related materials speak only as of the date
hereof and, except as required by law, Cadeler plc and Cadeler are not
undertaking any obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise.
you not to place\
undue reliance on any forward-looking statements\, which speak only as of the\
date hereof. This communication and related materials speak only as of the date\
hereof and\, except as required by law\, Cadeler plc and Cadeler are not\
undertaking any obligation to update or revise any forward-looking statements\
whether as a result of new information\, future events or otherwise.\