Cadeler plc Secures 92.02% Acceptance in Share Exchange Offer for Redomiciliation

Transaction Summary

On October 29, 2026, Cadeler plc filed Amendment No. 2 to Schedule TO (SC TO-T/A) announcing the expiration and preliminary results of its exchange offer to acquire all outstanding ordinary shares (including ordinary shares represented by ADSs) of Cadeler A/S.

• Offer Details: 1 ordinary share of Cadeler plc ($1.00 nominal value) for each validly tendered ordinary share of Cadeler A/S (DKK 1.00 nominal value), or 1 Cadeler plc share for every 0.25 Cadeler ADS (each ADS represents 4 ordinary shares).
• Purpose: To execute the corporate redomiciliation of the Cadeler group from Denmark to the United Kingdom.
• Expiration: The offer expired at 5:00 p.m. Eastern time on October 28, 2026, and was not extended.
• Tender Results: Preliminary counts indicate that 355,254,085 Cadeler Shares (including 11,156,931 shares represented by Cadeler ADSs) were validly tendered and not withdrawn, representing approximately 92.02% of Cadeler A/S's issued and outstanding share capital (excluding treasury shares).
• Condition Fulfillment: The Minimum Condition set forth in the Prospectus/Offer to Exchange was satisfied. Cadeler plc will accept and exchange all validly tendered shares once final results are confirmed.

Market and Corporate Governance Impact

1. Threshold Crossed: Surpassing the 90% threshold enables the Offeror to move forward with minority squeeze-out procedures and complete the UK redomiciliation.
2. Trading Implications: As indicated in the exhibits, steps are underway regarding the planned suspension of trading of Cadeler A/S shares on the Oslo Stock Exchange as trading migrates to Cadeler plc shares.