Cadeler Issues Q&A on Project Albion UK Redomiciliation and Exchange Offer

Overview of Filing

On September 22, 2026, Cadeler plc filed a Form 425 communication in connection with its registered exchange offer for Cadeler A/S (NYSE: CDLR / OSE: CADLR). The filing provides an informational Q&A document detailing Project Albion, the corporate redomiciliation of Cadeler from Denmark to the United Kingdom.

Key Highlights of Project Albion

• Exchange Ratio & Structure: The redomiciliation is being implemented through a registered exchange offer on a 1:1 basis, where each existing Cadeler share (or every 4 shares represented by 1 ADS) can be exchanged for one ordinary share of Cadeler plc (nominal value $1.00 per share).
• Minimum Condition & Squeeze-Out: Completion of the offer is subject to a minimum acceptance condition of greater than 90% of existing outstanding shares (subject to Cadeler plc's right to reduce the threshold under applicable tender offer regulations). If the 90% threshold is crossed, Cadeler plc intends to initiate a statutory squeeze-out of remaining shares under Danish law for cash.
• Exchange Listings: Following completion, Cadeler plc ordinary shares will be directly listed and traded on both the New York Stock Exchange (NYSE) and the Oslo Stock Exchange (OSE).
• Operational & Tax Continuity: Cadeler emphasized that operations, personnel, executive management, the Board, and its existing Danish offices in Copenhagen and Vejle will remain unaffected. The transaction is projected to be broadly tax-neutral on an ongoing corporate basis.