Filed by Cadeler plc
Pursuant to Rule 425 under the Securities Act of
1933, as amended
and deemed filed pursuant to Rule 14d-2 of the Securities
Exchange Act of 1934, as amended
Subject Company: Cadeler A/S (Commission File No.:
001-41889)
Registration Statement File No.: 333-298599
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.
Cadeler initiates its redomiciliation from
Denmark to the United Kingdom, to be implemented through a share exchange offer by Cadeler plc for all outstanding shares of Cadeler A/S
Copenhagen, 21 September 2026 – With reference
to the stock exchange announcement made by Cadeler A/S (”Cadeler”, and together with its consolidated subsidiaries,
the “Cadeler Group”) on 27 August 2026, regarding the public filing of Registration Statement on Form F-4 with the
SEC (as defined below), Cadeler plc, a public limited company incorporated under the laws of England and Wales, has today published a
combined EU/EEA prospectus and offer document (the “Prospectus”) in connection with a contemplated redomiciliation
of the Cadeler Group’s parent company from Denmark to the United Kingdom (the ”Redomiciliation”).
In connection with the Redomiciliation, Cadeler
plc is making a voluntary offer 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 (the “Offer”). Holders of Cadeler ADSs who participate
in and whose Cadeler Shares are accepted in the Offer will accordingly receive four (4) shares in Cadeler plc in exchange for each Cadeler
ADS.
In addition to the Prospectus, and as announced
on 27 August 2026, Cadeler plc has filed with the U.S. Securities and Exchange Commission (the “SEC”) a 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”).
Following completion of the Offer, each Cadeler
shareholder will hold the same number of Cadeler plc shares as the number of Cadeler Shares (including Cadeler Shares represented by Cadeler
ADSs) validly tendered by such shareholder in the Offer. Assuming that all outstanding Cadeler Shares (including Cadeler Shares represented
by Cadeler ADSs) are tendered and exchanged pursuant to the Offer, each Cadeler shareholder will hold the same ownership (as a percentage
of the outstanding share capital) in the Cadeler Group after the Offer as they held immediately prior to completion of the Offer.
"The Redomiciliation marks an important
next step in Cadeler’s evolution. By establishing a UK-incorporated parent company, we are positioning the Group to attract
a broader and more diverse international investor base, while creating a corporate structure that better reflects the scale and global
reach of our operations. The board of directors fully supports this transaction", says Andreas Sohmen-Pao, Chair of the Cadeler
Board (as defined below).
"The launch of the Offer is a significant
milestone for the Cadeler Group. The Redomiciliation will provide a more flexible platform from which we can pursue our growth ambitions,
strengthen our presence in key markets including the United Kingdom, and allow us to build on the momentum we have built since our
initial listing on the Oslo Stock Exchange in 2020 and the New York Stock Exchange in 2023. We look forward to the next chapter of our
journey as Cadeler plc", says Mikkel Gleerup, CEO of Cadeler.
Reasons for the Redomiciliation
The purpose of the Redomiciliation is to enhance
the Cadeler Group’s strategic position. While the business carried out by the Cadeler Group following the implementation of the
Redomiciliation will remain the same, the board of directors of Cadeler (the “Cadeler Board”) and the board of directors
of Cadeler plc believe that the Redomiciliation and the direct listing and trading of Cadeler plc shares on the Oslo Stock Exchange and
on the New York Stock Exchange (“NYSE”) will improve the marketability of the Cadeler Group and encourage a broader
and more diversified international investor base. Additionally, the Redomiciliation supports the Cadeler Group’s business strategy
generally, including by facilitating the greater physical presence of its senior management team in the United Kingdom and elsewhere in
the markets in which the Cadeler Group operates.
For further details on the reasons behind the
Redomiciliation, reference is made to Section 17.1.3 “Background and reasons for the Redomiciliation” of the Prospectus.
Highlights of the Offer
| · | Exchange
ratio. Cadeler shareholders are offered one (1) share in Cadeler plc for each Cadeler Share tendered, including Cadeler Shares represented
by Cadeler ADSs (each representing four (4) Cadeler Shares). |
| · | Offer
period. Eligible Cadeler shareholders may accept the Offer in the period from and including 22 September 2026 to 21 October 2026
at 5:00 PM Eastern Time / 11:00 PM CEST (or such subsequent date to which the expiration of the Offer is extended) as set out in the
Prospectus and U.S. Prospectus/Offer to Exchange. |
| · | Listing and delisting.
Following completion of the Offer, Cadeler plc shares are expected to be listed and admitted to trading on the Oslo Stock Exchange and
the NYSE, and the Cadeler Shares (including Cadeler Shares represented by Cadeler ADSs) are expected to be delisted from Oslo Stock Exchange
and NYSE, respectively. Cadeler’s American Depositary Receipt programme will be terminated. The Cadeler plc shares are expected
to commence trading on both the Oslo Stock Exchange and NYSE on 29 October 2026. |
| · | Settlement of the Offer. Settlement of
the Offer is expected to occur on or about 29 October 2026. On the settlement date, holders of Cadeler Shares and Cadeler ADSs who have
validly tendered into the Offer will receive Cadeler plc shares in exchange for their Cadeler Shares, including Cadeler Shares represented
by Cadeler ADSs, in accordance with the terms and conditions of the Offer. Settlement will be made through a book-entry process, with
Cadeler plc shares delivered to the accepting shareholders’ securities accounts in VPS (for holders of Cadeler Shares) and in DTC
(for holders of Cadeler ADSs). If the Offer Period is extended, the settlement date will be postponed accordingly. |
| · | Offer conditions. The Offer is subject
to certain conditions, including that Cadeler shareholders have validly tendered Cadeler Shares (including Cadeler Shares represented
by Cadeler ADSs) representing, together with any Cadeler Shares then owned by Cadeler plc, more than 90% of the total number and of the
aggregate voting power of the outstanding Cadeler Shares. In addition, the Offer is conditional upon, among other things, there being
no legal prohibition, the Registration Statement on Form F-4 filed with the SEC having become effective, the Prospectus having been approved
by the Norwegian Financial Supervisory Authority and passported to Denmark, and the Cadeler plc shares having been approved for listing
on the NYSE and for admission to trading on the Oslo Stock Exchange. The full conditions to the Offer are set out in the Prospectus and
in the U.S. Prospectus/Offer to Exchange, and it is expected that an announcement by Cadeler plc with preliminary results on whether or
not the conditions to the Offer have been satisfied or, to the extent legally permitted, waived will be published on or prior to 22 October
2026, and that an announcement with the final results will be published on or prior to 26 October 2026. |
| · | Timetable
of the Offer.(1) The key dates relating to the Offer are set out below. |
| o | Commencement of the Offer Period: 22 September 2026 |
| o | Expiration Date (deadline for tendering Cadeler Shares and Cadeler ADSs into the Offer and end of Offer
Period): 21 October 2026 at 5:00 PM Eastern Time / 11:00 PM CEST(2) |
| o | Announcement by Cadeler plc with preliminary results on whether or not the conditions to the Offer have
been satisfied or, to the extent legally permitted, waived: On or prior to 22 October 2026 |
| o | Announcement by Cadeler plc with final results on whether or not the conditions to the Offer have been
satisfied or, to the extent legally permitted, waived: On or prior to 26 October 2026 |
| o | Commencement of trading of Cadeler plc shares on NYSE: On or about 29 October 2026(3) |
| o | Commencement of trading of Cadeler plc shares on the Oslo Stock Exchange: On or about 29 October 2026 |
| o | Expected settlement date: On or about 29(4) October 2026 |
| (1) | If the Cadeler Shares and/or Cadeler ADSs are held through a
financial intermediary, please be aware that the financial intermediary may require decisions and actions in advance of the times and
dates noted. The shareholders should contact their financial intermediary with respect to questions regarding the dates and times that
may be applicable to them. |
| (2) | If Cadeler plc determines to extend the initial offering period,
it will make an announcement of such extension prior to the expiration time on the relevant Expiration Date. There will be no subsequent
offering period. |
| (3) | It is currently expected that trading of Cadeler plc shares
on the NYSE and the Oslo Stock Exchange will commence shortly after the expiration of the Offer, subject to approval by the relevant
listing authorities. |
| (4) | In the event that the Offer conditions have been satisfied or,
if applicable, waived, Cadeler plc will accept for exchange, and will exchange, all Cadeler Shares and Cadeler ADSs that have been validly
tendered into the Offer as of the Expiration Date and Cadeler plc will deliver the Cadeler plc shares as soon as practicable after the
Expiration Date in accordance with applicable U.S. law and Norwegian law. |
Squeeze-out
If the Offer is completed and Cadeler plc holds
more than 90% of the total number and of the aggregate voting power of the Cadeler Shares then outstanding (excluding any treasury shares
held by Cadeler), then Cadeler plc intends, as promptly as practicable thereafter, to initiate and complete 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, 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 within a four-week period to be set out in such notice.
The cash consideration to be paid for the Squeeze-out Cadeler Shares will be determined by Cadeler plc in accordance with Danish law,
and will be based on the price of the Cadeler Shares on the Oslo Stock Exchange prior to the initiation of the Offer. 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.
Cadeler plc has entered into a financing arrangement with DNB Bank ASA for the purpose of financing any cash payments due in connection
with the Squeeze-out.
Tax considerations
Cadeler shareholders and potential investors are
advised to consult their own tax advisers regarding the applicable tax consequences of the Offer and the Squeeze-out, as well as acquiring,
holding and disposing of the Cadeler Shares, based on their particular circumstances.
Recommendation by the board of directors and
independent third-party statement
The Cadeler Board and the board of directors of
Cadeler plc, respectively, have unanimously determined that the Redomiciliation, including the Offer, is fair to, and in the best interests
of, the two companies and their shareholders. The Cadeler Board unanimously recommends that Cadeler shareholders accept the Offer and
tender their Cadeler Shares (including Cadeler Shares represented by Cadeler ADSs) pursuant to the Offer.
The Cadeler Board has based its recommendation
on an assessment of various factors including, but not limited to, the strategic benefits of the Redomiciliation involving a broader international
investor base, greater financing flexibility, commercial advantages from expanded United Kingdom operations following the Eneti combination,
improved risk management and more efficient internal cash flows. The Cadeler Board has also considered the terms of the Offer, including
the one-for-one exchange ratio, and believes the Offer is fair to, and in the best interests of, Cadeler and its shareholders as a whole.
The members and the composition of the board of
directors of Cadeler plc are identical to the Cadeler Board, including with respect to the chair and vice chair.
This statement by the Cadeler Board does not
constitute a statement as described in Section 6-16 of the Norwegian Securities Trading Act. As the Offer is being made in agreement
with the Cadeler Board, the Norwegian Financial Supervisory Authority has, pursuant to Section 6-16(4) of the Norwegian Securities Trading
Act, decided that the formal statement otherwise to be issued by the Cadeler Board under Section 6-16 shall instead be issued by Kroll,
LLC as an independent third party. In its statement, Kroll, LLC has concluded that as of the date hereof, the Offer Consideration (as
defined in the Prospectus) is fair from a financial point of view to the Cadeler’s shareholders (without giving effect to any impact
on any particular shareholder other than in its capacity as a shareholder). The statement by Kroll, LLC is publicly available on https://newsweb.oslobors.no/
under Cadeler's ticker "CADLR".
Acceptance of the Offer
In order to accept the Offer in accordance with
the Prospectus, Cadeler shareholders must correctly complete, sign and deliver an acceptance form (enclosed as appendix B to the Prospectus)
to DNB Carnegie, part of DNB Bank ASA, acting as receiving agent in connection with the Offer, before the end of the Offer Period on 21
October 2026 at 11 PM (CEST) (or such time to which the offer period may be extended).
The acceptance form may be submitted by e-mail
to retail@dnb.no, or by post to DNB Carnegie, Registrars department, Dronning Eufemias gate 30, P.O. Box 1600 Sentrum, N-0021 Oslo, Norway.
Norwegian private individuals with a BankID may also accept the Offer electronically through a link provided in the acceptance form. Cadeler
shareholders who hold their Cadeler Shares through a broker, bank or other nominee must contact such nominee to accept the Offer on their
behalf.
Holders of Cadeler ADSs wishing to tender in the
Offer must do so in accordance with the procedures set out U.S. Prospectus/Offer to Exchange and related letter of transmittal, and any
amendments or supplements thereto.
Combined EU/EEA prospectus and offer document
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. The Prospectus has been prepared in accordance with Regulation (EU) 2017/1129, as amended, and as 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, respectively.
The Prospectus has today been approved by the
Financial Supervisory Authority of Norway and will be passported to Denmark through a certificate of approval to be issued by the Financial
Supervisory Authority of Norway to the Danish Financial Supervisory Authority.
The Financial Supervisory Authority of Norway
has also reviewed and approved the Offer and the Prospectus as an offer document in accordance with Section 6-14 of the Norwegian Securities
Trading Act. The Danish Supervisory Authority has reviewed certain parts of the Prospectus in accordance with Danish law, as further described
in the Prospectus.
The Prospectus is available at: https://ir.cadeler.com/
and www.dnb.no/emisjoner, subject to regulatory restrictions in certain jurisdictions.
Registration Statement on Form F-4 and U.S.
Prospectus/Offer to Exchange
In connection with the Offer, Cadeler plc has
prepared and filed with the SEC a Registration Statement on Form F-4 under the U.S. Securities Act, which includes the U.S. Prospectus/Offer
to Exchange.
The U.S. Prospectus/Offer to Exchange and the
other SEC filings are available free of charge at the SEC’s website at www.sec.gov and on Cadeler’s website at www.cadeler.com.
Advisers
Gorrissen Federspiel Advokatpartnerselskab, Advokatfirmaet
Thommessen AS, Davis Polk & Wardwell London LLP and Allen Overy Shearman Sterling LLP are acting as legal advisers in connection with
the Redomiciliation.
DNB Carnegie, part of DNB Bank ASA, is acting
as financial adviser and receiving agent in connection with the Offer to Cadeler’s shareholders.
Computershare Inc. is acting as exchange agent
and Georgeson LLC is acting as information agent for the Offer in the United States to Cadeler ADS holders.
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 Cadeler Board 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 disclosure requirements
pursuant to Section 5-12 of the Norwegian Securities Trading Act.
Important Additional Information
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).
Cadeler plc is offering to exchange for each Cadeler
Share (including Cadeler Shares represented by Cadeler ADSs), validly tendered and not validly withdrawn in the Offer, one (1) ordinary
Cadeler plc share with a nominal value of USD 1.00.
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
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 Financial Supervisory Authority of Norway 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. Cadeler ADSs may not be exchanged nor may offers to exchange
the Cadeler ADSs be accepted prior to the time such Registration Statement becomes effective. 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 FINANCIAL SUPERVISORY AUTHORITY OF NORWAY 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.
Notice to investors and shareholders in
the EU/EEA
The Prospectus as referred to in this announcement
has been prepared on the basis that all offers of Cadeler plc shares to persons in any member state of the European Economic Area (the
“EEA”) outside Norway and Denmark (a “Relevant Member State”) will be made pursuant to an exemption
under the EU Prospectus Regulation from the requirement to publish a prospectus for offer of Cadeler plc shares. Accordingly, any person
making or intending to make any offer within the EEA of Cadeler plc shares which is the subject of the Offer contemplated in the Prospectus
within any Relevant Member State should only do so in circumstances in which no obligation arises for Cadeler plc or the Receiving Agent
(as defined in the Prospectus) to publish a prospectus or pursuant to Article 1 of the EU Prospectus Regulation or a supplement prospectus
pursuant to Article 23 of the EU Prospectus Regulation, in each case, in relation to such offer. Neither Cadeler plc nor the Receiving
Agent have authorised, nor do they authorise, the making of any offer of Cadeler plc shares through any financial intermediary, other
than offers made by the Receiving Agent which constitute the final placement of Cadeler plc shares contemplated in the Prospectus.
Notice to Investors and shareholders in
the United Kingdom
In the United Kingdom, offers of the Cadeler plc
pursuant to the Offer are only being made (i) to persons who are “qualified investors” as defined in paragraph 15 of Schedule
1 of the Public Offers and Admissions to Trading Regulations 2024 (the “POATR”), (ii) to fewer than 150 natural or legal persons
(other than qualified investors as defined under paragraph 15 of Schedule 1 of the POATR), or (iii) in any other circumstances falling
within Part 1 of Schedule 1 of the POATR.
This communication is addressed to and directed
only at, persons who are outside the United Kingdom and persons in the United Kingdom (i) falling within the definition of “investment
professionals” within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”);
(ii) who are high net worth bodies, corporate, unincorporated associations and partnerships and trustees of high value trusts falling
within Article 49(2)(a) to (d) of the Order; or (iii) to whom it may otherwise lawfully be communicated (all such persons together being
referred to as, “Relevant Persons”). This communication is directed only at Relevant Persons. Other persons should not act
or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available
only to Relevant Persons and will be engaged in only with such persons. Solicitations resulting from this communication will only be responded
to if the person concerned is a Relevant Person.
Notice to investors and shareholders in
Russia, Belarus or other sanctioned jurisdictions
Cadeler plc will not accept for exchange Cadeler
Shares or Cadeler ADSs as described in the Prospectus and the U.S. Prospectus/Offer to Exchange tendered by any Russian or Belarusian
national, any natural person residing in Russia or Belarus (except for EU, EEA or Swiss nationals and persons holding an EU, EEA or Swiss
residence permit), any legal person, entity, or body established in Russia or Belarus (including EU branches of such legal persons, but
excluding subsidiaries of Russian or Belarus legal entities organised or incorporated within the EU), or any natural or legal person where
the issuance of securities to such person would result in a breach of any economic or financial sanctions, laws and/or regulations, trade
embargoes, boycotts, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adapted,
imposed, administered, enacted and/or enforced by any of (i) the United States of America, including, but not limited to, the United States
Treasury Department’s Office of Foreign Assets Control, (ii) the United Nations, (iii) the European Union and/or any member state
thereof, (iv) the State Secretariat of Economic Affairs of Switzerland, (v) the United Kingdom Government (including His Majesty’s
Treasury and the Foreign, Commonwealth & Development Office), and (vi) any other applicable country or jurisdiction.
Forward-Looking Statements
This communication includes forward-looking statements
with respect to the proposed Redomiciliation and Offer, including statements regarding the benefits of the Redomiciliation and 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 undertake 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: (i) the risk that the Offer
is subject to conditions, not all of which are within Cadeler plc’s control, (ii) the risk of Cadeler shareholders who do not tender
their Cadeler Shares and/or Cadeler ADSs prior to the expiration date becoming a minority shareholder of Cadeler and subject to the squeeze-out,
(iii) adverse effects on the liquidity and value of non-tendered Cadeler Shares and Cadeler ADSs, (iv) failure to realize the expected
benefits of the Redomiciliation, (v) potential disruptions in the business of the Group, which could have an adverse effect on its business
and financial results, (vi) risks relating to the Redomiciliation triggering transaction costs and expenses without resulting in any
significant cost savings or synergies, (vii) risks related to England and Wales and the United States being the exclusive forums for
any legal proceeding, suit or action, (viii) risks related to the enforcement of judgments of U.S. courts against Cadeler plc or its
directors or officers, (ix) Cadeler plc’s dependency on dividends and other distributions received from its subsidiaries, which
may be subject to restrictions, (x) no assurance that the Offer will not be a taxable transaction for U.S. federal income tax purposes,
(xi) risks related to tax and to changes in tax laws, including as a result of the Redomiciliation, (xii) the Group’s limited number
of vessels and its vulnerability in the event of a loss of revenue relating to any such vessel(s), (xiii) risks inherent to Cadeler’s
offshore operations, (xiv) the possibility that the utilization of the Group’s vessels may be lower than expected and that its
backlog of contracts may fail to materialize, (xv) contractual and non-contractual legal risks related to the Group’s operations
which may expose the Group to financial losses and for which the Group may not have insurance coverage, (xvi) risks related to the ordering,
construction and delivery of newbuild vessels and upgrades of existing vessels, (xvii) failure to maintain an effective system of internal
control over financial reporting, (xviii) risks relating to technical, maintenance, transportation and other commercial services supplied
to the Group by third parties, (xix) increased competition and volatility in demand, (xx) international, national or local economic,
social, political or geopolitical conditions and macroeconomic factors that could adversely affect the Group, (xxi) risks deriving from
restrictive covenants and other conditions under Cadeler’s financing arrangements and financial risks arising generally as a result
of the Group’s level of indebtedness, (xxii) risks relating to the failure to retain and recruit key personnel and/or to labor
disruptions, (xxiii) risks relating to any failure to comply with applicable laws and regulations as well as expectations regarding environmental,
social and governance as well as sustainability matters, (xxiv) risks related to Danish, Cypriot, U.K. and U.S. taxation, (xxv) credit,
interest and exchange rate risks, (xxvi) differences in the rights of shares in Cadeler plc to be received as a result of the Redomiciliation
from Cadeler Shares, (xxvii) the risk that there may not be an active trading market for the shares in Cadeler plc, (xxviii) the risk
that transfers of the shares in Cadeler plc outside the Depository Trust Company and Euronext Securities Oslo may be subject to stamp
duty or stamp duty reserve tax in the U.K., (xxix) the risk that the listing of shares in Cadeler plc on the New York Stock Exchange
and Oslo Stock Exchange may not succeed as expected, and (xxx) the ability of certain of the Cadeler Group’s largest shareholders
to influence matters requiring shareholder approval. The foregoing list of factors is not exhaustive and the factors identified are not
set out in any particular order. There can be no assurance that future developments affecting Cadeler plc, Cadeler or the Group will
be those that the 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 Group’s business, including those described in Cadeler’s Annual Report also published on Form 20-F for the
fiscal year ended December 31, 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.
