Cadeler Board Approves Corporate Redomiciliation from Denmark to the United Kingdom

Executive Summary

On September 22, 2026, Cadeler plc filed a Form 425 communication related to the proposed corporate redomiciliation of Cadeler A/S from Denmark to the United Kingdom. The transaction is structured as a share exchange offer where shareholders of Cadeler A/S can tender their shares on a 1:1 basis for shares of UK-incorporated Cadeler plc.

Key Transaction Terms

• Exchange Ratio: 1:1 exchange of Cadeler A/S ordinary shares (nominal value DKK 1.00 per share, including shares represented by American Depositary Shares, each representing 4 Cadeler Shares) for ordinary shares of Cadeler plc (nominal value $1.00 per share).
• Minimum Acceptance Condition: The offer is conditioned upon reaching an acceptance threshold of more than 90% of Cadeler A/S outstanding shares, enabling a statutory squeeze-out of remaining minority holders.
• Offer Duration: Initial acceptance period of four weeks.
• Dual Listing: Post-transaction, Cadeler plc shares are planned to trade directly on the New York Stock Exchange (NYSE) and Oslo Børs (OSE).

Strategic Rationale & Operational Continuity

• Access to Capital Markets: Establishing Cadeler plc under English corporate law provides a familiar legal and governance structure to global institutional investors and facilitates a direct NYSE listing.
• Operations: Cadeler confirmed that current operations, Danish offices in Copenhagen and Vejle, headcount, and day-to-day business activities will continue without disruption.