Cadeler A/S Arne Jacobsens Alle 7 2300 Copenhagen S 31180503 9845008439EUED140282 2023-01-01 2023-12-31 2022-01-01 2022-12-31 Dette er et link til target figures and policies for the underrepresented gender cadeler-corporate-governance-policy-2024.pdf Årsrapport 31180503 Cadeler A/S Arne Jacobsens Alle 7,7 2300 Copenhagen S xWizard version 1.1.1257.6, by EasyX Aps. www.easyx.eu Revisionspåtegning Grundlag for konklusion Konklusion 30700228 30700228 9845008439EUED140282 2023-01-01 2023-12-31 cmn:ConsolidatedMember 9845008439EUED140282 2023-01-01 2023-12-31 9845008439EUED140282 2022-01-01 2022-12-31 9845008439EUED140282 2021-01-01 2021-12-31 9845008439EUED140282 2023-12-31 9845008439EUED140282 2022-12-31 9845008439EUED140282 2021-12-31 9845008439EUED140282 2022-12-31 ifrs-full:IssuedCapitalMember 9845008439EUED140282 2022-12-31 ifrs-full:SharePremiumMember 9845008439EUED140282 2022-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 9845008439EUED140282 2022-12-31 cadeler:CostOfHedgingReservesMember 9845008439EUED140282 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 9845008439EUED140282 2022-12-31 ifrs-full:RetainedEarningsMember 9845008439EUED140282 2022-12-31 9845008439EUED140282 2023-01-01 2023-12-31 ifrs-full:IssuedCapitalMember 9845008439EUED140282 2023-01-01 2023-12-31 ifrs-full:SharePremiumMember 9845008439EUED140282 2023-01-01 2023-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 9845008439EUED140282 2023-01-01 2023-12-31 cadeler:CostOfHedgingReservesMember 9845008439EUED140282 2023-01-01 2023-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 9845008439EUED140282 2023-01-01 2023-12-31 ifrs-full:RetainedEarningsMember 9845008439EUED140282 2023-12-31 ifrs-full:IssuedCapitalMember 9845008439EUED140282 2023-12-31 ifrs-full:SharePremiumMember 9845008439EUED140282 2023-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 9845008439EUED140282 2023-12-31 cadeler:CostOfHedgingReservesMember 9845008439EUED140282 2023-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 9845008439EUED140282 2023-12-31 ifrs-full:RetainedEarningsMember 9845008439EUED140282 2021-12-31 ifrs-full:IssuedCapitalMember 9845008439EUED140282 2021-12-31 ifrs-full:SharePremiumMember 9845008439EUED140282 2021-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 9845008439EUED140282 2021-12-31 cadeler:CostOfHedgingReservesMember 9845008439EUED140282 2021-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 9845008439EUED140282 2021-12-31 ifrs-full:RetainedEarningsMember 9845008439EUED140282 2021-12-31 9845008439EUED140282 2022-01-01 2022-12-31 ifrs-full:IssuedCapitalMember 9845008439EUED140282 2022-01-01 2022-12-31 ifrs-full:SharePremiumMember 9845008439EUED140282 2022-01-01 2022-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 9845008439EUED140282 2022-01-01 2022-12-31 cadeler:CostOfHedgingReservesMember 9845008439EUED140282 2022-01-01 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 9845008439EUED140282 2022-01-01 2022-12-31 ifrs-full:RetainedEarningsMember 9845008439EUED140282 2022-12-31 ifrs-full:IssuedCapitalMember 9845008439EUED140282 2022-12-31 ifrs-full:SharePremiumMember 9845008439EUED140282 2022-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 9845008439EUED140282 2022-12-31 cadeler:CostOfHedgingReservesMember 9845008439EUED140282 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 9845008439EUED140282 2022-12-31 ifrs-full:RetainedEarningsMember 9845008439EUED140282 2020-12-31 ifrs-full:IssuedCapitalMember 9845008439EUED140282 2020-12-31 ifrs-full:SharePremiumMember 9845008439EUED140282 2020-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 9845008439EUED140282 2020-12-31 cadeler:CostOfHedgingReservesMember 9845008439EUED140282 2020-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 9845008439EUED140282 2020-12-31 ifrs-full:RetainedEarningsMember 9845008439EUED140282 2020-12-31 9845008439EUED140282 2021-01-01 2021-12-31 ifrs-full:IssuedCapitalMember 9845008439EUED140282 2021-01-01 2021-12-31 ifrs-full:SharePremiumMember 9845008439EUED140282 2021-01-01 2021-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 9845008439EUED140282 2021-01-01 2021-12-31 cadeler:CostOfHedgingReservesMember 9845008439EUED140282 2021-01-01 2021-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 9845008439EUED140282 2021-01-01 2021-12-31 ifrs-full:RetainedEarningsMember 9845008439EUED140282 2021-12-31 ifrs-full:IssuedCapitalMember 9845008439EUED140282 2021-12-31 ifrs-full:SharePremiumMember 9845008439EUED140282 2021-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 9845008439EUED140282 2021-12-31 cadeler:CostOfHedgingReservesMember 9845008439EUED140282 2021-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 9845008439EUED140282 2021-12-31 ifrs-full:RetainedEarningsMember 9845008439EUED140282 2023-01-01 2023-12-31 cmn:ConsolidatedMember 0 9845008439EUED140282 2023-01-01 2023-12-31 cmn:ConsolidatedMember 1 iso4217:EUR iso4217:EUR xbrli:shares
Annual Report
2023
For the year end 31 December 2023
Cadeler A/S. Incorporated in Denmark.
Registration Number (CVR no.): 3118 0503
Kalvebod Brygge 43, DK-1560 Copenhagen V, Denmark
Cadeler A/S. Incorporated in Denmark.
Registration Number (CVR no.): 3118 0503
Arne Jacobsens Allé 7, 7. Floor, DK-2300 Copenhagen S, Denmark
Statement from the Chairman and the CEO .........................................................................................3
The Year 2023 in Brief ....................................................................................................................................6
Management Review...................................................................................................................................... 7
Reporting on Sustainability ........................................................................................................................37
Green Finance Report..................................................................................................................................82
Consolidated Financial Statements....................................................................................................... 86
Notes to the Consolidated Financial Statements ............................................................................ 93
Parent Company Financial Statements................................................................................................ 171
Notes to the Parent Company Financial Statements .....................................................................177
Statement by Management..................................................................................................................... 197
Independent Auditor's Report............................................................................................................... 200
Forward-looking Statements..................................................................................................................208
Alternative Performance Measures.......................................................................................................210
ESG Appendices .......................................................................................................................................... 212
2
Statement from the Chairman and the CEO
As 2023
came to a close, Cadeler secured its place as a
global
leader in the offshore
wind farm transportation and installation industry.
A strong combination of talents
After careful consideration of potential partners, Eneti was identified as an ideal strategic
fit for Cadeler. Our traditional strength in the European market is complemented by
Eneti’s focus on Asia and the United States, creating a combination with full global cov-
erage in the installation of next-generation turbines.
Cadeler charted a remarkable course in 2023, showing solid results alongside a stra-
tegic scale-up in fleet size, investment in talent, and achievement of a record-
breaking backlog of orders. Cadeler is now a global leader in offshore wind farm
transportation and installation – ready to achieve its full international potential and
to harness the power of wind.
We are now ready to strategically expand our markets outside Europe, while seeking full
utilisation of our vessels. Increased scale and diversification mean that Cadeler will also
be able to provide customers with a greater degree of redundancy – lessening the risk of
projects falling behind schedule. When bottlenecks occur in the value chain, we can offer
a unique flexibility to our clients to address any issues that may arise over the course of
the project.
The story of the past year has been one of sustained growth for Cadeler – both organi-
cally and through the merger with Eneti. This strategic combination, completed in De-
cember 2023, made us the world’s leading offshore wind turbine transport and installa-
tion company, with a market capitalisation of approximately EUR 1.3 billion, and a dual
listing on the Oslo Stock Exchange and New York Stock Exchange.
We believe the combination with Eneti will deliver around EUR 100 million in annual syn-
ergies. This figure comprises corporate and financing savings, such as reduced corpo-
rate and management costs, an optimised hiring plan and improved financing terms –
and operational synergies, such as cross-utilisation of equipment and better procure-
ment efficiency. It also includes utilisation synergies, which will deliver more vessel avail-
ability for our clients.
During the year, short-term sentiment around offshore wind turned negative as a result
of headlines on some project cancellations, rising interest rates, high inflation and supply
chain bottlenecks. However, the market fundamentals remain strong, and Cadeler en-
joyed a record year of bookings. Our orderbook now stands at close to EUR 1.7 billion,
with a very high percentage of this already at final investment decision stage.
Globally, the market will continue to grow at a rapid pace. Offshore wind is a vital ele-
ment in the energy transition, and continued geopolitical uncertainty will keep energy se-
curity at the top of the international agenda. Cadeler is well positioned for this, due to
tight supply of capable offshore wind turbine and foundation installation vessels. Our
strategy to serve this expanding sector is to further develop the largest, most diverse
and flexible fleet, able to handle complex next-generation offshore projects anywhere in
the world.
Empowering the green transition
Cadeler’s commitment to sustainability remains undiminished. In 2023 we have started
to explore the uptake of certified biofuels and renewable diesel in our current O-class
vessels. These represent a readily available way to reduce emissions from engine com-
bustion, replacing fossil fuels and providing our customers with a short-term alternative.
3
We were also able to sell the disassembled cranes from our O-class vessels to Hapo In-
ternational Barges, granting them a useful second life.
strategic decision stemmed from the company’s acknowledgement of the importance
and complexity of meeting challenges within these areas.
Another major focus is on building a fleet of vessels capable of running on alternative
fuels in the future. During 2023, significant resources were allocated to ensuring our six
newbuild vessels will be ready for eventual conversion to run on alternative fuels. Green
methanol has been identified as the option available soonest. However, several fuel
pathways have been explored, and we will continue investigating the alternatives during
2024.
We continue to work towards our long-standing goals of reducing emissions, optimising
energy consumption and adopting greener fuels.
Embracing change: new people, new fleet
When Cadeler rang the bell at the New York Stock Exchange on December 21 last year,
marking its listing as a single entity encompassing Eneti, it also welcomed a wealth of
new talent on board. The company now employs around 400 seafarers and 230 people
onshore. We can proudly say that we offer our business partners access to a talented
global team, with continuous improvement in terms of safety, quality and efficiency
within offshore wind farm transport and installation services.
Furthermore, understanding how energy is consumed on board the vessels is a key driver
for Cadeler in improving energy efficiency. During 2023, we continued expanding on our
fuel monitoring systems, enabling sufficient real-time data to be utilised to drive im-
provement actions. In addition, a heavy focus has been put on delivering newbuild as-
sets with a significantly higher level of efficiencies in their design. All these initiatives will
form the foundation of a future low-carbon fleet for Cadeler.
Whether at the Cadeler headquarters in Copenhagen or at our offices in Vejle in Den-
mark, Taipei, Tokyo, Great Yarmouth in the UK or Virginia Beach in the USA, the daily nur-
turing and development of our unique Cadeler culture is vital to help unlock industry po-
tential – and to accelerate the transition to renewable energy. We will continue to refine
our uncompromising “partners first” mentality, where our clients’ success is our guiding
star.
To help us collaborate and meet the industry’s climate goals, Cadeler joined the EMRED
joint industry project led by DNV. This project aims to establish a standardised monitor-
ing and reporting framework for assessing greenhouse gas (GHG) emissions in the off-
shore wind installation sector, driving emission reductions across the industry. Towards
the end of 2023, Cadeler also began its involvement in a project led by Danish Shipping
and ReFlow, focused on the development of a digital tool to assess the lifecycle emis-
sions of vessels.
The Cadeler fleet now numbers four units. The former Eneti vessels Wind Scylla and
Wind Zaratan now take their place alongside our existing O-class vessels, Wind Orca and
Wind Osprey. Both of the latter units are being upgraded with new state-of-the-art main
cranes, with finalisation of installation and commissioning in the early part of 2024.
Finally, we have established a dedicated Decarbonisation and Sustainability department.
Sponsored by executive management, it will take responsibility for designing the strat-
egy and roadmap for decarbonisation, along with execution and implementation. This
4
Six newbuild jack-up vessels are on order. Across multiple sites in China, COSCO SHIP-
PING Heavy Industry is constructing the two P-class and A-class vessels (previously
known as X-class and F-class). The first is set for delivery in Q3 2024, with the others ar-
riving throughout 2025. A large team from Cadeler has been supervising the builds, help-
ing to ensure quality and safety. An important milestone was recently passed when the
projects reached three million person-hours without a lost-time incident (LTI).
real pipeline of work there, rather than doing so on a project-by-project basis. As a global
company, we are also continuously looking into other markets, such as South America.
A course set for global leadership
Looking back on 2023, Cadeler embarked on an extraordinary journey – a course set for
global leadership in offshore wind farm transportation and installation. Our ambitions
were realised by solid results, a decisive and strategic fleet expansion, continuing invest-
ment in talent, and our uncompromising focus on our partners’ success. Cadeler stands
ready to harness its full global potential and contribute to the future of renewable off-
shore wind energy.
The two newbuilds ordered by Eneti prior to the merger will add further capability to the
fleet. Provisionally named Wind Maker and Wind Mover, these NG16000X jack-up vessels
are under construction at Hanwha Ocean in Korea. Their specification includes high-ca-
pacity 2,600t cranes, DP2 capability for fast transit between locations, and the ability to
operate in water depths of up to 65 metres.
Andreas Sohmen-Pao,
Chairman of the board
Mikkel Gleerup,
CEO
Seeking out worldwide potential
On the commercial front, highlights of the past year include signing two major contracts
with Ørsted for the Hornsea 3 offshore wind farm, with a total value of EUR 500-700 mil-
lion. The combined contracts represent the biggest deal in Cadeler’s history, and our first
full-service transport and installation contract for foundations. In February 2024, we
signed a further transport and installation contract with Ørsted and Polska Grupa Ener-
getyczna for the Baltica 2 offshore wind farm in the Baltic Sea.
The coming years will see us extend Cadeler’s geographical reach. While our cautious
approach to the United States proved to be correct so far, we now hold a more optimis-
tic view, and will be involved in the American market this year.
We have also identified Asia as a region of interest – especially Taiwan and Korea, which
have fast-expanding markets. Our strategy is to move vessels into Asia when there is a
5
The Year 2023 in Brief
6
Management
Review
7
Business Review
Cadeler’s order book for 2024 is substantially filled. As of 26 March 2024, notable
Cadeler
A/S
("Cadeler" or the "Company" and, together with its subsidiaries, the "Cadeler
Group" or the "Group") is a
key supplier to the offshore wind industry for installation ser-
vices and operation and maintenance works
. It provides marine and engineering opera-
tions with a strong focus on safety and the environment. Headquartered in Copenhagen,
Denmark, Cadeler provides high-quality offshore wind support services to customers lo-
cated in Europe and Asia. The Company has offices in Vejle (Denmark), Great Yarmouth
(United Kingdom), Taipei (Taiwan), Tokyo (Japan) and Virginia (United States).
changes in the backlog since the second half of 2023:
•
The Company received notice of termination for the Aflandshage offshore wind
project in Øresund, Denmark. The agreement with Siemens Gamesa for
Aflandshage had been announced on 17 April involving the transportation and in-
stallation of 26 Siemens Gamesa 11MW wind turbines. The cancellation of the
project has no impact on Cadeler’s long-term financial performance and had a
positive effect of EUR 5 million on the financial year 2023.
The Company’s shares are listed on the Oslo Stock Exchange (symbol: CADLR).
Cadeler’s American Depositary Shares (ADS) are listed on the New York Stock Exchange
(symbol: CDLR) and each Cadeler ADS represents four (4) ordinary shares of Cadeler. In
December 2023, Cadeler and Eneti Inc. (“Eneti”) merged, forming a leading company in
the global offshore wind industry. Cadeler is primarily focused on the transport and in-
stallation of a new generation of wind turbines and foundations as part of increasingly
complex offshore wind projects.
•
On 20 February 2024, Cadeler signed a contract with Ørsted and PGE Polska
Grupa Energetyczna for the transport and installation of 14MW wind turbines sup-
plied by Siemens Gamesa. Baltica 2 is one of two stages of the Baltica Offshore
Wind Farm. PGE and Ørsted plan to deliver Baltica 2 with 1.5 GW capacity by the
end of 2027. The contract underlines Cadeler’s entry into the Polish market.
2023
2022
2021
Cadeler has achieved several industry records so far including the fastest installation,
deepest soil penetration, and the installation of the largest offshore turbine. The Com-
pany has completed a total of 1,324 wind turbine generators (“WTGs”) since 2014, and
853 wind turbine foundations since 2013, generating around 11.5 GW of energy. Cadeler’s
services also cover project management, operations and maintenance as well as de-
commissioning for the offshore renewable industry. The Company has been successful
in establishing a leading market position thanks to its pure-play fleet with high-quality
equipment, experienced crew, and a solid reputation for the highest standards of safety,
efficiency and precision.
as of
26 March
2024
as of
28 March
2023²
as of
29 March
2022²
EUR million
Contract backlog as of the report released date¹
Within one year
After one year
Total
196
1,385
1,581
84
696
780
110
299
409
Cadeler also serves in a technical construction advisory role to Dominion Energy, on the
first wind turbine installation vessel (WTIV) being constructed in the United States under
the U.S. Jones Act.
1 Contract backlog (excluding bunker) date is split between, EUR 1,386 million firm and EUR 195 million options.
2 Contract backlog (excluding bunker) for 2022 was split between, EUR 653 million firm and EUR 127 million op-
tions and for 2021,
EUR 351 million firm and EUR 58 million options.
8
Business Review
Continued from previous page
The merger
vessels, named Wind Ally and Wind Ace, formerly referred to as X-Class and F-Class ves-
sels respectively, along with two M-Class vessels, named Wind Maker and Wind Mover,
previously known as the Eneti newbuild programme.
On 19 December 2023, the acquisition date, Cadeler completed the settlement of the
share exchange offer for all of the outstanding shares of the common stock of Eneti Inc.
The 86.39% acceptance rate satisfied the minimum rate set out in the business combi-
nation agreement between Cadeler and Eneti dated 16 June 2023. In connection with the
exchange offer, Cadeler issued 113.8 million shares, corresponding to 28.4 million Cadeler
American Depositary Shares.
Cadeler recognises the strong underlying demand for offshore wind installation services
and acknowledges the potential for limited vessel availability. With its vessels optimised
for transportation and installation of offshore wind foundations and wind turbine genera-
tors (“WTGs”), Cadeler expects continued strong utilisation of its fleet.
On 29 December 2023, Cadeler, through its wholly-owned subsidiary, Wind MI Limited,
completed the merger with Eneti. The purpose of the merger was for Cadeler to acquire
the remaining shares of Eneti common stock not acquired in the exchange offer. The to-
tal aggregate amount of cash consideration paid in the squeeze-out merger to Eneti
common stockholders amounted to USD 59.8 million, USD 11.37 per share of Eneti com-
mon stock.
Expanding the Company's jack-up fleet is a key strategic priority to address the increas-
ing demand for installation capacity. Through new vessel orders, Cadeler aims to push
the boundaries of the offshore industry, offering efficient solutions for stakeholders tack-
ling increasingly complex projects.
The construction of the two P-Class vessels and the two A-Class vessels was awarded
to COSCO SHIPPING Heavy Industry (“COSCO”), a Chinese shipyard, while the construc-
tion of the two M-Class vessels has been awarded to Hanwha Ocean Co., Ltd.
(“Hanwha”, formerly Daewoo Shipbuilding & Martine Engineering Co. Ltd) in Korea. The
total orders for the six vessels, worth EUR 425 million plus USD 1.5 billion, are a significant
advancement in future proofing Cadeler’s operations and facilitating the global transition
to renewable energy. Further financing will be required from 2025 in connection with
milestone payments for the new A-Class newbuilds. Refer to Note 24 in the Notes to
Consolidated Financial Statements section for more details on liquidity and capital man-
agement.
The combined business is positioned to provide customers with access to a wider and
more contemporary fleet of next-generation offshore windfarm installation vessels. This
will facilitate the targeting of larger and more complex projects to address the escalating
global demand for a sustainable energy transition. Furthermore, the merger is expected
to unlock substantial value through enhanced resource cross-utilisation, improved flexi-
bility, and heightened investor interest.
A diverse and modern fleet
Cadeler will have the world's largest, most advanced, and most flexible fleet of wind tur-
bine transport and installation vessels. Currently, the Company operates four state-of-
the-art vessels: the recently upgraded O-Class vessels, Wind Orca and Wind Osprey,
alongside the vessel Wind Zaratan and the vessel Wind Scylla.
As of 26 March 2024, Wind Orca and Wind Osprey are in the final stages of completing
the upgrade of their main cranes. The NOV Inc. (“NOV”) cranes are designed to satisfy
market demands for best-in-class WTG installation vessels. As of 31 December 2023, the
total contract value with NOV was EUR 83.4 million of which EUR 50 million was paid.
Cadeler is expanding its fleet with six newbuilds scheduled for completion by 2026.
These comprise two P-Class, named Wind Peak and Wind Pace, and two A-Class
9
Cadeler Milestones
10
Financial Highlights
Key Figures
2023
IFRS
2022
IFRS
2021
IFRS
2020¹
IFRS
2019²
IFRS
1 Up until 25 September 2020, the consolidated
figures only included numbers for the Parent
Company, Cadeler A/S.
As of 25 September 2020, the two subsidiaries,
Wind Osprey Ltd and Wind Orca Ltd, were estab-
lished. From this point in time, the consolidated
figures comprised Cadeler A/S, Wind Osprey and
Wind Orca.
EUR'000
Revenue³
108,622
48,764
14,443
(2,945)
11,498
106,424
56,887
41,191
(5,650)
35,541
60,938
22,059
11,134
(3,696)
7,451
19,501
(26,258)
(35,914)
8,881
38,382
(6,249)
(13,645)
(8,538)
(23,763)
Gross profit / (loss)
Operating profit/(loss) (EBIT)
Net financials
Profit/(loss) for the period
(27,032)
2 Figures for the years 2019 only include numbers
for the Parent Company, Cadeler A/S.
Total assets
Non-current asset
Total liabilities
Equity
1,252,560
1,105,110
293,519
670,030
610,524
129,462
540,568
424,766
400,148
99,510
336,811
253,270
95,739
111,169
93,153
3 Consolidated revenue as of 31 December 2023
include EUR 3.4 million for 12 days from business
combination with Eneti.
124,269
(13,100)
959,041
325,256
241,063
Cash flow from operating activities
Cash flow from investing activities
Of which investment in property, plant and equipment
Cash flow from financing activities
Cash and cash equivalents
63,383
(54,727)
(66,899)
70,268
96,608
29,036
(225,408)
(224,606)
213,075
19,012
30,200
(163,375)
(162,941)
71,847
(9,597)
(256,138)
(256,138)
328,118
63,636
(2,012)
(64)
(64)
2,922
1,243
2,308
11
Financial Highlights
Continued from previous page
Key Figures
2023
2022
2021
2020¹
2019²
1 Up until 25 September 2020, the consolidated
figures only included numbers for the Parent
Company, Cadeler A/S.
Financial ratios
Return on assets (%)
Return on equity (%)
Equity ratio (%)
1.6%
1.6%
7.6%
8.3%
3.0%
2.7%
-16.1%
-23.8%
71.6%
470
-11.1%
-181.4%
-11.8%
383
As of 25 September 2020, the two subsidiaries,
Wind Osprey Ltd and Wind Orca Ltd, were estab-
lished. From this point in time, the consolidated
figures comprised Cadeler A/S, Wind Osprey and
Wind Orca.
76.6%
568
80.7%
635
76.6%
562
Contracted days (no. of days)
Utilisation (%)
75.4%
86.9%
76.9%
64.4%
52.5%
2 Figures for the years 2019 only include numbers
for the Parent Company, Cadeler A/S.
Share related key figures
Earnings per share (EPS), EUR
0.06
0.06
0.22
0.22
0.06
0.06
(1.04)
(1.04)
(30.50)
(30.50)
3 Offshore crew was hired directly by the Com-
pany by the end of November 2021. Average
number of full-time employees in 2021 reflect the
number of seafarers divided by 12 months. The
Company had 148 seafarers by the end of 2021.
Diluted earnings per share (diluted EPS), EUR
Average number of employees
Onshore
113
182
70
58
42
33
Offshore³
162
12
12
Finance Review
Capital structure and funding
Equity
In December 2020, the Cadeler Group signed a contract to replace the main crane of
Wind Orca and subsequently, in June 2021, the Cadeler Group executed an option to re-
place the main crane of Wind Osprey. The crane upgrades for the two operating O-Class
vessels started in September 2023 and, as of 26 March 2024, are nearing completion.
The total cost of upgrading the cranes on Wind Orca and Wind Osprey is expected to
reach up to EUR 120 million, of which EUR 61 million had been paid as of 31 December
2023. The remaining payments are due in 2024.
On 31 December 2023, equity amounted to EUR 959 million (EUR 541 million in 2022 and
EUR 325 million in 2021), as a result of profit for the year of EUR 11 million (EUR 36 million
in 2022 and EUR 7 million in 2021), EUR 30 million loss value adjustment of hedges (EUR
1.3 million gain in 2022) and net capital increase of EUR 459 million (EUR 178 million in
2022 and EUR 77 million in 2021).
In 2022, the Company conducted two successful private placements. The first, which
took place in May, saw the issuance of 26.2 million shares at a price of NOK 32.32 per
share, while the second in October placed 32.9 million shares at a price of NOK 31.00 per
share. Overall, the Company raised approximately EUR 183 million before transaction
costs. As of 31 December 2022, the Company had 197.6 million shares in issue, compared
to 138.6 million shares at the beginning of the reporting period.
On 19 December 2023, as a result of the business combination with Eneti, the Cadeler
Group acquired two operating vessels, Wind Scylla and Wind Zaratan.
Sailing at speeds of 12 knots or over, Wind Scylla is outfitted with 105-metre-long legs
that can install components in water depths of up to 65 metres. Wind Scylla makes
Cadeler's fleet unparalleled in the offshore wind sector for the installation and mainte-
nance of wind farms. Wind Scylla has a useable deck space in excess of 5,000 m2 and is
fitted with a 1,540 metric tons leg crane, making it ideal for deep water and large wind
farm components.
The Fleet
As of 31 December 2023, the Cadeler Group’s fleet consists of four operating vessels,
Wind Orca, Wind Osprey, Wind Scylla and Wind Zaratan. In addition, the Cadeler Group
has orders for two P-Class, two A-Class and two M-Class vessels, the Cadeler newbuild
programme.
After meeting stringent Japanese flag requirements, Wind Zaratan sails under the Japa-
nese flag. The growing offshore wind market in Japan coupled with a lack of jack-up ves-
sels operating under Japanese flag (a requirement for offshore wind contractors when
working in Japanese territorial waters) places Wind Zaratan in a strong position for win-
ning future contracts.
The Operating Vessels
The Cadeler Group’s two operating O-Class vessels are considered by the Cadeler Group
to be well suited for windfarm installation, maintenance and decommissioning. The oper-
ating O-Class vessels feature a six-leg design, which allows them to operate even on
sites with challenging seabed conditions. Their cargo area and high-capacity deck load-
ing offer considerable flexibility in the T&I of WTGs and foundations.
13
Finance Review
Continued from previous page
Below is a detailed overview of the current specifications of the Cadeler Group’s four op-
erating vessels, Wind Orca, Wind Osprey, Wind Scylla and Wind Zaratan:
N1064 Limited and WIND N1063 Limited, which are registered and domiciled in Cyprus
for the purpose of acquiring the P-Class newbuilds.
The P-Class newbuilds are designed to operate at difficult sites and with what the
Cadeler Group believes to be some of the most advanced equipment in the industry. The
P-Class newbuilds will be able to transport and install seven complete 15 megawatt tur-
bine sets per load or five 20+ megawatt turbines, thereby cutting down the number of
trips needed for each project and thus accelerating the installation speed. The Cadeler
Group currently expects that the P-Class newbuilds will have industry leading lifting
height and payload capabilities. With the two P-Class newbuilds, the Cadeler Group be-
lieves it will be able to stay at the forefront of the industry. Moreover, the Cadeler Group
has focused on the sustainability and CO2-footprint of the two P-Class newbuilds as part
of the design phase to ensure a more sustainable operation of the new P-Class new-
builds.
Wind
Zaratan
Wind
Scylla
Wind
Orca
Wind
Osprey
Name
Turbine
Turbine
Turbine
Turbine
(WTIV)
(WTIV)
(WTIV)
(WTIV)
Type
Z-Class
S-Class
O-Class
O-Class
Class (Cadeler definition)
2012 /
2012 /
2012
800
92
2015
1540
105
Q1/2024¹
Q1/2024¹
Built / expected delivery (quarter / year)
Main crane capacity (tonnes)
Hook Height (meters)
1600²
160
1600²
160
9.5
12-14
15-20
15-20
Turbine installation capacity (MW)
The first of the two P-Class newbuilds has already been contracted for the Sofia Project
for the transport and installation of 100 14 megawatt WTGs, while the second P-Class
newbuild is expected to be first utilised for the East Anglia Three Project consisting of
installation of 95 WTGs.
The newbuilds (currently under construction)
In June 2021, the Cadeler Group entered into contracts with COSCO regarding the build-
ing of two new WTG installation P-Class newbuild vessels. The two P-Class newbuilds
are expected to be delivered in the third quarter of 2024 and the second quarter of 2025,
respectively. On 7 September 2023, Cadeler incorporated two new subsidiaries, WIND
The total contract value for the construction of the P-Class newbuilds is approximately
EUR 572 million, of which EUR 137 million and EUR 14 million was paid in 2021 and 2023
respectively. The remaining scheduled payments are due between 2024 and 2025. Of
the total contract value, USD 390 million will be paid in USD and EUR 220 million will be
paid in EUR. The first milestone payment for the P-Class newbuilds was financed in part
by the proceeds of Cadeler’s initial public offering in November 2020 and a private
placement in April 2021. The remaining payments for the two P-Class newbuilds are ex-
pected to be financed through debt.
1 Crane upgrades, expected to be completed early Q2/2024, will add capabilities to install next generation 20+MW
turbines
2 Post crane upgrade
14
Finance Review
Continued from previous page
Cadeler Group has also placed orders with COSCO for the construction of two A-Class
newbuilds. In May 2022, the Cadeler Group signed a contract with COSCO regarding the
building of one A-Class newbuild WTIV expected to be delivered in the fourth quarter of
2025. The contract included an option for one additional P-Class or A-Class vessel. The
Cadeler Group has experienced strong employment prospects for the A-Class newbuild,
which was evidenced by the Cadeler Group’s contract with Ørsted A/S (“Ørsted”) for
foundation installation at Hornsea 3 offshore wind farm, which is set to utilise one A-
Class newbuild. As a result, in November 2022, the Cadeler Group exercised the option
to order one additional A-Class newbuild, which is expected to be delivered in the sec-
ond half of 2026. This A-Class newbuild will upon delivery be the second purpose-built
wind foundation installation vessel in the Cadeler Group’s fleet. In connection with the
exercise of the option, and entering into a definitive contract, the Cadeler Group has en-
tered into a letter of intent regarding the construction of an additional A-Class newbuild
vessel.
The total value of the contracts for the A-Class newbuilds is approximately EUR 657 mil-
lion. After down payments of an aggregate EUR 167 million in June 2022 and December
2022, financed through private placements completed in May and October 2022, respec-
tively, the remaining amounts are due in 2025 and 2026. Of the total contract value, USD
495 million will be paid in USD and EUR 205 million will be paid in EUR. The remaining
payments on the A-Class newbuilds are currently expected to be financed through se-
cured senior debt and cash flow from the operations.
On 19 December 2023, as a result of the Business Combination with Eneti, the Cadeler
Group added two M-Class vessels to its newbuild vessels, for the construction of which
there are two contracts in place with Hanwha.
The M-Class newbuilds, Wind Maker (formerly known as “Nessie”) and Wind Mover (for-
merly known as “Siren”), will operate with an impressive high capacity 2,600 metric tons
main crane which will revolve around the starboard aft leg, allowing the safe installation
and maintenance of heavy foundations and the components relating to offshore wind
turbines. Both vessels have been designed to operate in water depths of up to 65 me-
tres and at significant wave heights of 2 metres whilst the vessel itself will be above sea
level installing and maintaining offshore structures.
The A-Class newbuilds are based on the P-Class specifications and will be hybrid vessels
for T&I of both foundations and WTGs. The A-Class newbuilds will be able to transport up
to six XL monopile foundations per round trip and, if needed, may within a short period of
time be converted from being a foundation installation vessel to a WTG installation ves-
sel. The A-Class newbuilds will, as the P-Class newbuilds, be able to transport and install
seven complete 15 megawatt turbine sets per load or five 20+ megawatt turbines,
thereby cutting down the number of trips needed for each project and thus accelerating
the installation speed. The Cadeler Group believes the large transport capacity will in-
crease operational efficiency substantially.
15
Finance Review
Continued from previous page
This state-of-the-art, self-propelled jack-up vessel will be equipped with DP2 capability
which will allow for fast, safe and cost-efficient transit and positioning between loca-
tions; this will not only transform operations but will also facilitate efficient installation
and maintenance of offshore wind farms. The aggregate contract price is approximately
USD 655 million, of which USD 131 million has been paid as at 31 December 2023. The
vessels are expected to be delivered in the first and third quarters of 2025, respectively.
Further instalments are expected to be paid in 2024 and 2025 for both vessels, which are
expected to be financed through debt.
For more details on the remaining commitments for the newbuilds, see Note 23. Below is
a detailed overview of the planned specifications of each of the newbuild vessels:
Wind
Maker
Wind
Mover
Wind
Peak
Wind
Pace
Wind
Ally
Wind
Ace
Name
Turbine (WTIV)
M-Class
Q1 2025
2600
Turbine (WTIV)
M-Class
Q4 2025
2600
Turbine (WTIV)
P-Class
Q3 2024
>2,600
Turbine (WTIV)
P-Class
Q2 2025
>2,600
Foundation (WFIV)
A-Class
Foundation (WFIV)
A-Class
Type
Class (Cadeler definition)
Built / expected delivery (quarter / year)
Main crane capacity (tonnes)
Hook Height (meters)
Turbine installation capacity (MW)
Q4 2025
>3,000
H2 2026
>3,000
174
174
>200
>200
>200
>200
20+
20+
20+
20+
20+
20+
16
Finance Review
Continued from previous page
Funding
In connection with the Business Combination, the Group acquired a senior secured
green term loan facility, which Eneti entered into in November 2023, of up to USD 436
million (the “New Credit Facility”) with a group of international banks and export credit
agencies co-arranged and co-underwritten by Crédit Agricole Corporate and Investment
Bank and Société Générale, and with Société Générale as Green Loan Coordinator. The
New Credit Facility finances approximately 65% of the purchase cost of the M-Class
newbuilds.
On 29 June 2022, the Cadeler Group entered into a senior secured green revolving credit
facility (the “Debt Facility”), which provided for a three-year revolving credit facility of up
to EUR 185 million. The Debt Facility was entered into for the purpose of refinancing ex-
isting facility agreements, obtaining financing for general corporate purposes and work-
ing capital requirements.
On 16 June 2023, Cadeler amended its Debt Facility, increasing the guarantee facility to
EUR 60 million and the committed revolving credit facility to EUR 250 million, resulting in
a total Debt Facility of EUR 310 million. Additionally, an accordion option allows for a po-
tential EUR 100 million increase by adding a term loan facility, subject to lender discre-
tion and export credit agency guarantee.
Additional financing of approximately EUR 450 million will be required from 2025 for A-
Class newbuilds milestone payments. The Group entered into interest rate swap con-
tracts with the Group’s main bank and related these to the RCF and the future loans. The
interest rate risk arising from the loans have been partially swapped from 3M EURIBOR
to a fixed rate. The average fixed rate of the swaps is 2.8%.
On 7 December 2023, Cadeler secured a new senior secured credit and guarantee facility
(the “New Debt Facility”) of up to EUR 550 million with DNB Bank ASA, Rabobank, Credit
Agricole, Danske Bank, OCBC, Standard Chartered Bank, and Société Générale. This fa-
cility includes various tranches: a revolving credit facility of EUR 250 million (5-year
tenor), a revolving credit facility of EUR 100 million (18-month tenor), a term loan of EUR
100 million (8.5-year tenor) guaranteed by the Danish export and Investment Fund of
Denmark (EIFO), and an uncommitted guarantee facility of EUR 100 million.
Income statement
Revenue
In 2023, the Company saw a modest revenue growth of 2%, amounting to EUR 109 mil-
lion. Despite a lower utilisation rate of 75% due to upgrades on Wind Orca and Wind Os-
prey in Q4 2023, the revenue growth is commendable. Additional revenue streams in-
cluded EUR 3.4 million from the business combination with Eneti and a further EUR 5 mil-
lion from the cancellation of the Aflandshage contract.
On 15 November 2023, Cadeler entered an unsecured term loan facility of EUR 50 million
with HSBC, (the “Holdco Facility”), supporting wind installation activities and general cor-
porate purposes. This facility includes an accordion option of up to EUR 50 million and
contains change of control provisions.
Costs
Cost of sales for 2023 rose by 20% to EUR 60 million, up from EUR 50 million the previ-
ous year. This increase was largely due to the impairment of the sold main crane for Wind
Orca, costing EUR 5 million. Other contributing factors include an additional EUR 3.8 mil-
lion from the business combination with Eneti.
On 22 December 2023, Cadeler and its subsidiaries secured a Sinosure-backed green
term loan facility of up to EUR 425 million, (the “P-Class Facility”), to finance P-Class
newbuilds. This facility includes various securities and change of control provisions.
17
Finance Review
Continued from previous page
Administrative expenses saw a significant increase from EUR 16 million to EUR 34 million.
This was primarily due to transaction costs from the business combination amounting to
EUR 7.7 million and an increase in employee compensation due to a rise in onshore em-
ployees from 70 in 2022 to 113 in 2023, adding approximately EUR 9 million in costs.
Cash flows
Net cash from operating activities in 2023 was EUR 63 million, double that of 2022. The
increase was primarily driven by a positive net change in working capital and adjustments
such as impairment of fixed assets. Net cash used in investing activities in 2023 was EUR
55 million, down from EUR 225 million in 2022, due to the absence of large asset invest-
ments. In 2023, the business combination with Eneti was completed via a share ex-
change and EUR 10 million net cash. Net cash from financing activities decreased by
EUR 143 million to EUR 70 million in 2023, due to proceeds from issue of shares impact-
ing 2022 and partially offset by the Holdco Facility for EUR 50 million from HSBC in 2023.
EBITDA and Adjusted EBITDA
The Company projected an EBITDA range of EUR 40 million to EUR 45 million on 13 No-
vember 2023. The actual EBITDA for the year was EUR 42 million, down from EUR 64 mil-
lion in 2022 due to higher cost of sales and administrative expenses. The Company also
provided a revised outlook for the adjusted EBITDA in the range of EUR 47 million to EUR
52 million, with the actual Adjusted EBITDA for the year coming in at EUR 50 million. For
further information please refer to Alternative Performance Measures section.
The Company had significant headroom to comply with its debt covenants and on 31 De-
cember 2023, the Company had available liquidity of EUR 435 million from cash at hand
and available committed facilities like the New Debt facility and the Holdco Facility.
Financial Income and Expenses
Finance income decreased EUR 2 million from EUR 4 million in 2022 to EUR 2 million in
2023, mainly driven by EUR 3 million decrease in foreign exchange gains and an increase
of EUR 1 million in interests gained. Finance costs decreased from EUR 10 million in 2022
to EUR 4 million in 2023, due to EUR 7 million decrease in foreign exchange losses and
an increase of EUR 1 million increase in interests linked to debt institutions.
Assets
As of 31 December 2023, the Company's total assets amounted to EUR 1,253 million, a
significant increase from EUR 670 million in 2022. This increase can be attributed to the
business combination. Other additions to property, plant, and equipment are described
in Note 18.
Profit for the year
Property, Plant and Equipment
The Group’s net result for the year was a profit of EUR 11 million, which decreased from
EUR 36 million in 2022, mainly driven by changes in cost of sales and administrative ex-
penses. Cadeler A/S, the Parent Company, reported a net profit of EUR 11 million, down
from EUR 27 million in 2022. This result is similar to group with minor differences at-
tributed to the treatment of the two subsidiaries, Wind Orca Ltd and Wind Osprey Ltd,
which are measured at cost in the Parent Company.
The Cadeler Group’s property, plant, and equipment increased to EUR 1.1 billion in 2023,
up from EUR 606 million in 2022. This primarily comprised the operating vessels Wind
Scylla and Wind Zaratan, the newbuilds under construction and the M-Class down pay-
ments for EUR 144 million. The Cadeler Group does not own any substantial real estate.
The Cadeler Group is leasing its current headquarters in Copenhagen, Denmark. The
Cadeler Group entered into an agreement with Castellum Denmark regarding the lease
for new headquarters in Copenhagen, Denmark, with effect from February 2024.
18
Finance Review
Continued from previous page
Parent Company
requirements of customer projects, as well as commercial experts with relevant industry
knowledge. The Company's ongoing investment in talent enables it to maintain a com-
petitive edge in the market and position itself for long-term success.
The activities of the Parent Company are similar to the activities described for the Group.
The finance review as described for the Group is also applicable for the Parent Company,
except for the material differences described below. The Parent Company’s revenue is
EUR 109 million (EUR 108 million in 2022).
Research and development activities
Total expenses for the Parent Company in 2023 amount to EUR 91 million (EUR 76 million
in 2022) compared to EUR 94 million (EUR 65 million in 2022) for the Group. As the ves-
sels of the Group are owned by subsidiaries of the Parent Company, no vessel deprecia-
tion or vessel insurance is recognised in the Parent Company. Instead, the Parent Com-
pany is subject to bareboat charges from vessel owning subsidiaries. This amounts to
EUR 30 million in 2023 (EUR 34 million in 2022).
The Company's Research and Development department is focused on enhancing the
fleet and exploring innovative solutions to optimise operations within the offshore wind
market.
By continuing to invest in R&D, the Company aims to maintain its competitive edge,
achieve greater operational efficiency, and meet the evolving needs of its customers.
The Company recognises the importance of ongoing research and development activi-
ties in ensuring its continued growth and success in the years ahead.
Total assets were EUR 1.3 billion (EUR 723 million in 2022), which is the same as the
Group EUR 1.3 billion (670 million 2022). The increase in the parent company is due to the
addition to investments in subsidiaries from the business combination with Eneti for EUR
496 million.
Special risks
Operational risks
Total liabilities were EUR 357 million (EUR 198 million in 2022), the difference to the Group
EUR 334 million (EUR 129 million in 2022) being driven by an increase of EUR 30 million in
payables to subsidiaries. Equity amounted to EUR 953 million (EUR 525 million in 2022),
compared to the Group EUR 959 million (EUR 541 million in 2022).
The Company is vulnerable to a loss of revenue if any of its vessels are taken out of op-
eration or if the delivery of newbuilds is delayed. The Company's fleet currently consists
of four windfarm installation vessels, Wind Orca, Wind Osprey, Wind Scylla and Wind
Zaratan. The Company also has orders for six newbuilds, four WTIVs, the P-Class and the
M-Class newbuilds, and two wind foundation installation vessels, the A-Class newbuilds,
and has entered into a letter of intent for the delivery of a third A-class newbuild.
Knowledge resources
The Company is committed to attracting and retaining highly skilled professionals to
meet the needs of its customers and provide exceptional service. This includes recruit-
ing experienced engineers who can modify the Company's vessels to meet the specific
19
Finance Review
Continued from previous page
If any of the vessels in the Company's operational fleet at any given time are taken out of
operation or delivered later than anticipated, due to risks such as delays in the delivery of
the newbuilds or operational incidents, this could materially impact the Company's busi-
ness, prospects, financial results, and condition.
breakdowns, abnormal operating conditions, failure of subcontractors to perform or sup-
ply goods or services or personnel shortages.
Employment of vessels is key
The Group’s income is dependent on project contracts and vessel charters for the em-
ployment of the vessels. Typically, these contracts are concluded several years in ad-
vance, giving visibility of future deployment. However, there is a risk that it may be diffi-
cult for the Company to obtain future cover for the vessels and utilisation may drop.
Consequently, the vessels may need to be deployed on lower-yielding work-scopes or
remain idle for periods without any compensation to the Company. There can also be
off-hire periods as a consequence of accidents, technical breakdown and non-perfor-
mance. The cancellation or postponement of one or more employment contracts can
have a material adverse impact on the earnings of the Company.
The Company has contracted with COSCO to take delivery of four newbuild vessels in
total in the period from the third quarter of 2024 to the second half of 2026. At the same
time, the Company has a contract with Hanwha to take delivery of two newbuild vessels
in 2025 and has entered into a letter of intent with COSCO for the construction of an ad-
ditional A-Class newbuild. Any problems that may affect China or Korea in general, the
general availability of components or material needed, or the shipyard specifically could
lead to delays of one or all six newbuild vessels. The vessels may also be subject to up-
grades, refurbishments, and/or repairs, which are subject to risks, including delays and
cost overruns, which could have an adverse impact on the Company's available cash re-
sources, results of operations, and its ability to comply with financial covenants pursuant
to its financing arrangements.
Foreign exchange risks
The Company is exposed to foreign currency risks. A significant part of the income is in-
voiced in EUR, as are most costs, or in DKK, which is pegged to the EUR. Due to the busi-
ness combination parts of the Income will be invoiced in USD. A significant proportion of
the Company's commitments for the construction of the newbuild vessels will be paid in
USD. The currency exposure arising from the newbuild contracts has been partially
swapped to EUR at the Company’s banks at an average USD:EUR rate of 0.9187. Another
portion of the exposure has been hedged by entering into zero cost collar contracts, se-
curing an average USD:EUR rate of between 0.8695 and 0.9466.
The Group is operating in the offshore industry and is thus subject to inherent hazards,
such as breakdowns, technical problems, harsh weather conditions, environmental pollu-
tion, force majeure situations (nationwide strikes, etc.), collisions and groundings. These
hazards can cause personal injury or loss of life, severe damage to or destruction of
property and equipment, pollution or environmental damage, claims by third parties or
customers and suspension of operations.
Windfarm installation vessels, including the Company’s vessels, will also be subject to
hazards inherent in marine operations, either while on-site or during mobilisation, such as
but not limited to capsizing, sinking, grounding, collision, damage from severe weather
and marine life infestations. Operations may also be suspended because of machinery
20
Finance Review
Continued from previous page
Debt facility risks
Interest risks
The Company has entered into a debt financing agreement with challenging terms, con-
ditions, and covenants that restrict its ability to obtain new financing and operate freely.
This agreement contains specific financial covenants, and failure to meet them could re-
sult in the mandatory repayment of the Company's New Debt Facility, negatively impact-
ing the Company’s financial position.
The Group entered into interest rate swap contracts with the Group’s main bank and re-
lated these to the New Debt Facility and the future loans. The interest rate risk arising
from the loans has been partially swapped from 3M EURIBOR to a fixed rate. The aver-
age fixed rate of the swaps is 2.8%.
Credit risks
The New Debt Facility also constrains the Group's ability to pay dividends in the future.
With four operational vessels, the Group's ability to comply with financial covenants will
depend on the market value of these vessels and their ability to generate revenue. Their
indebtedness could affect future operations and flexibility, limiting the Group's ability to
dispose of assets and compete with others in the industry for strategic opportunities.
The Company adopts stringent procedures on extending credit terms to customers and
on the monitoring of credit risk. The Company deals only with customers with an appro-
priate history and obtains sufficient security where appropriate to mitigate credit risk.
Historically, only immaterial credit losses have been experienced.
Data ethics
Liquidity risks
As per section 99D of the Danish Financial Statements Act, Cadeler as a listed company
is obliged to disclose our policy towards data ethics. Cadeler complies with all relevant
laws and legislations concerning privacy, confidentiality and cyber security. Cadeler is
committed to handling data responsibly. Whilst we seek to harness the benefits that new
technology and data usages bring, we will always respect and uphold the fundamental
rights of all our employees and stakeholders.
The Company manages liquidity risk by having enough cash and credit facilities to meet
operational needs and new vessel instalments. Financing will be needed from 2025 for
milestone payments on new vessels, and the Company is exploring various funding op-
tions, including export credit agencies support and an indicative term sheet for financing
acquired vessels.
Macroeconomic risks
The Company operates in multiple jurisdictions and serves a wide range of customers.
The macroeconomic factors include, among other things, the rate of growth in the global
economy, political conditions and levels of public/institutional spending within the en-
ergy sector, currency and interest rate fluctuations and inflation. Additionally, geopolitical
tensions may have an impact on the future prospects of the Group’s markets and may
increase risk related to the Group’s operations for example with relation to cyber threats
to energy supply.
21
Finance Review
Continued from previous page
The following principles form the basis for Cadeler’s responsible handling of both per-
sonal and non-personal data and support and inform our security and personal data poli-
cies and procedures:
delivering leadership in matters of environment, health and safety, employment, and cor-
porate responsibility across its value chain.
The Company pursues the long-term goals of decarbonisation, optimising energy
efficiency, and improving circularity of its operations. The Company strives to identify
and reduce the negative impact that its business has on the environment, monitor per-
formance and identify potential areas for improvement. This is done, inter alia, by:
▶
Transparency. We aim for transparency in all aspects of how we handle data, includ-
ing ensuring individuals know how their data is used and for what purpose.
▶
Respect. We respect the rights of all our employees and those we do business with
to make informed data choices and are committed to complying with all applicable
legal and privacy requirements.
▶
▶
Improvements to vessel design for the newbuild vessels
▶
Security. We seek to protect the confidentiality, integrity and availability of Cadeler’s
digital assets and data in compliance with relevant laws and industry-specific stand-
ards.
Planning further improvements focused at energy efficiency, electrification, and im-
plementation of renewable fuels
▶
Maintaining vessel compliance with the International Convention for the Prevention
of Pollution from Ships (“MARPOL”) requirements and operating on low sulphur fuels
At Cadeler, we manage data of various types from different sources. Our strategy for
handling such information is to ensure that it is created, maintained, and stored in a safe
and secure way. Our governance for handling data applies to all personnel, both in our
office and on board our vessels, as well as any third-party contractors engaged on our
behalf. For third parties, we take particular care to minimise loss of information and sen-
sitive information is only disclosed to authorised persons.
For more information, see our annual reporting on sustainability (pages 37 – 81)
Cadeler’s approach to data ethics is subject to annual review and approval by Cadeler’s
senior leadership team.
Impact on the external environment
Sustainability remains a strategic objective for the Company and is key to its ability to
create long-term value for its shareholders. It represents an opportunity for innovation,
improved efficiency and a foundation for growth. The Company is committed to
22
Finance Review
Continued from previous page
Financial ratios and operational metrics
Diluted earnings per Share
Return on assets
Return on equity
Equity ratio
Profit/loss from operating activities
Average assets
Result for the year
Average number of shares during the year + average
number of shares that would be issued on conver-
sion of all the dilutive potential ordinary shares into
ordinary shares
Profit/loss for the year
Average equity
Contract Backlog
(As of reporting date)
The total value of all customer contracts, both firm
and options, that are not yet recognised as revenue
as of the reporting date, and includes all new con-
tracts signed until the same reporting date of the an-
nual or interim report. Firm days are counted at full
committed amounts, while options are measured at
50%. The definition also includes any contracts
where revenue recognition has started but not yet
completed as of the reporting date
Equity, year-end
Total equity and liabilities, year-end
Contracted days
Utilisation
Number of on hire days in the fiscal year
(in total for all vessels), considering only 12 days in re-
gards of Eneti.
Contract Backlog
(As of report release date)
The total value of all customer contracts, both firm
and options, that are not yet recognised as revenue
as of the reporting date, but includes all new con-
tracts signed until the release date of the annual or
interim report. Firm days are counted at full commit-
ted amounts, while options are measured at 50%.
The definition also includes any contracts where rev-
enue recognition has started but not yet completed
as of the reporting date.
Contracted days
Days in the year (365*all vessels)
Earnings per Share
Result for the year
Average number of shares during the year
23
Cadeler at a Glance
* Proforma revenue if the acquisition had occurred on 1 January 2023, see Note 6 of the consolidated financial statements for further details
** As per 31 December 2023 and options included at 100%
*** As per 26 March 2024
24
Regulatory
The Cadeler Group is subject to various regulatory and compliance requirements under
international and national maritime regulations which significantly affect the ownership
and operation of the Cadeler Group’s fleet. The regulations mainly relate to marine
safety, environmental protection and maritime security. The below is a description of the
general regulatory framework in which the Cadeler Group operates and should not be
considered exhaustive neither in respect of the subjects covered nor the details pro-
vided.
an extensive safety management system that includes, among other things, the adop-
tion of a safety and environmental protection policy setting forth instructions and proce-
dures for operating its vessels safely and describing procedures for responding to emer-
gencies.
The IMO has also adopted the International Convention on Standards of Training, Certifi-
cation and Watchkeeping for Seafarers (“STCW”). As of February 2017, all seafarers are
required to meet the STCW standards and be in possession of a valid STCW certificate.
International Maritime Organisation
The IMO’s Maritime Safety Committee and MEPC, respectively, each adopted relevant
parts of the International Code for Ships Operating in Polar Water (the “Polar Code”). The
Polar Code covers design, construction, equipment, operational, training, search and res-
cue as well as environmental protection matters relevant to ships operating in the waters
surrounding the two poles. It also includes mandatory measures regarding safety and
pollution prevention as well as recommendatory provisions. The Polar Code applies to
new ships constructed after 1 January 2017 and after 1 January 2018, ships constructed
before 1 January 2017 are required to meet the relevant requirements by the earlier of
their first intermediate or renewal survey.
Most of the regulations relating to vessel operations are based on international rules is-
sued predominantly by the IMO, the United Nations (“UN”) agency for maritime safety
and the prevention of pollution by vessels. The primary IMO regulations include the Inter-
national Conventions for the Safety of Life at Sea (“SOLAS”), the International Conven-
tion of the Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”),
and MARPOL.
Vessel Safety and Security Requirements
The SOLAS Convention was adopted in order to address the safe manning of vessels
and emergency training drills. The Convention of Limitation of Liability for Maritime
Claims (the “LLMC”) sets limitations of liability for a loss of life or personal injury claim or
a property claim against ship owners.
Decarbonisation, energy efficiency and Air Emissions
MARPOL is applicable to vessels of any type under countries that are signatories and is
broken into six Annexes, each of which regulates a different source of pollution. Annex I
relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried in
bulk in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and
garbage management, respectively; and Annex VI, lastly, relates to air emissions.
Under Chapter IX of the SOLAS Convention, or the International Safety Management
Code for the Safe Operation of Ships and for Pollution Prevention (the “ISM Code”), the
Cadeler Group’s operations are also subject to environmental standards and require-
ments. The ISM Code requires the party with operational control of a vessel to develop
25
Regulatory
Continued from previous page
Annex VI to MARPOL addresses air pollution from vessels. Annex VI sets limits on sulfur
oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits
“deliberate emissions” of ozone depleting substances (such as halons and chlorofluoro-
carbons), emissions of volatile compounds from cargo tanks, and the shipboard incinera-
tion of specific substances.
jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker
Convention requires registered owners of ships over 1,000 gross tons to maintain insur-
ance for pollution damage in an amount equal to the limits of liability under the applica-
ble national or international limitation regime (but not exceeding the amount calculated
in accordance with the LLMC).
Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special
areas to be established with more stringent controls on sulfur emissions, as explained
below. Emissions of “volatile organic compounds” from certain vessels, and the ship-
board incineration (from incinerators installed after 1 January 2000) of certain substances
(such as polychlorinated biphenyls, or “PCBs”) are also prohibited.
Anti-Fouling Requirements
In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-
fouling Systems on Ships (the “Anti-fouling Convention”). The Anti-fouling Convention
prohibits the use of organotin compound coatings to prevent the attachment of mol-
luscs, anti-fouling systems containing cybutryne and other sea life to the hulls of vessels.
Vessels of over 400 gross tons engaged in international voyages will also be required to
undergo an initial survey before the vessel is put into service or before an International
Anti-fouling System Certificate (the “IAFS Certificate”) is issued for the first time; and
subsequent surveys when the anti-fouling systems are altered or replaced.
Pollution Control and Liability Requirements
The IMO has negotiated international conventions that impose liability for pollution in in-
ternational waters and the territorial waters of the signatories to such conventions. The
IMO has, inter alia, adopted an International Convention for the Control and Manage-
ment of Ships’ Ballast Water and Sediments (the “BWM Convention”) in 2004. The BWM
Convention requires ships to manage their ballast water to remove, render harmless, or
avoid the uptake or discharge of new or invasive aquatic organisms and pathogens
within ballast water and sediments. The BWM Convention’s implementing regulations
call for a phased introduction of mandatory ballast water exchange requirements, to be
replaced in time with mandatory concentration limits, and require all ships to carry a bal-
last water record book and an international ballast water management certificate.
International Labour Organisation
The International Labour Organisation (the “ILO”) is a specialised agency of the UN that
has adopted the Maritime Labor Convention 2006 (“MLC 2006”). A Maritime Labor Cer-
tificate and a Declaration of Maritime Labor Compliance is required to ensure compli-
ance with MLC 2006 for all ships of 500 gross tons or over and are either engaged in in-
ternational voyage or flying the flag of a member and operating from a port, or between
ports, in another country.
The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollu-
tion Damage (the “Bunker Convention”) to impose strict liability on ship owners (including
the registered owner, bareboat charterer, manager or operator) for pollution damage in
26
Regulatory
Continued from previous page
EU Regulations
Decarbonisation and energy efficiency
The EU made a unilateral commitment to reduce overall greenhouse gas emissions from
its member states from 20% of 1990 levels by 2020. The EU also committed to reduce
its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020.
On 15 September 2020, the European Parliament voted to include greenhouse gas emis-
sions from the maritime sector in the EU’s carbon market, the EU ETS. On July 14, 2021,
the European Commission formally proposed its plan, which would involve gradually in-
cluding the maritime sector from 2024 and phasing the sector in over a three-year pe-
riod. This will require shipowners to buy permits to cover these emissions. On 18 Decem-
ber 2022, the Environmental Council and European Parliament agreed to include mari-
time shipping emissions within the scope of the EU ETS in phases: shipping companies
will pay for 40% for verified emissions from 2024, 70% for 2025 and 100% for 2026. Most
large vessels will be included in the scope of the EU ETS from the start, with offshore
vessels being included from 2027. Offshore vessels above 5,000 gross tonnage will be
included in the EU ETS from 2027. The inclusion of general cargo vessels and offshore
vessels between 400-5,000 gross tonnage in the ETS will be reviewed in 2026.
Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015
(amending EU Directive 2009/16/EC) (“MRV Regulation”) governs the monitoring, report-
ing and verification of carbon dioxide emissions from maritime transport, and, subject to
some exclusions, requires companies with ships over 5,000 gross tonnage to monitor
and report carbon dioxide emissions annually.
The EU has adopted several regulations and directives requiring, among other things,
more frequent inspections of high-risk ships, as determined by type, age and flag as well
as the number of times the ship has been detained. The EU also adopted and extended
a ban on substandard ships and enacted a minimum ban period and a definitive ban for
repeated offenses. The regulation also provided the EU with greater authority and con-
trol over classification societies, by imposing more requirements on classification socie-
ties and providing for fines or penalty payments for organisations that failed to comply.
Furthermore, the EU has implemented regulations requiring vessels to use reduced sul-
fur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC
(amending Directive 1999/32/EC) introduced requirements parallel to those in Annex VI
relating to the sulfur content of marine fuels. In addition, the EU imposed a 0.1% maxi-
mum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and
the English Channel (the so called “SOx-Emission Control Area). As of January 2020, EU
member states also have to ensure that ships in all EU waters, except the SOx-Emission
Control Area, use fuels with a 0.5% maximum sulfur content.
Pollution Control and Liability Requirements
EU Directive 2009/123/EC (amending Directive 2005/35/EC) on ship-source pollution
and on the introduction of penalties for infringements imposes criminal sanctions for il-
licit ship-source discharges of polluting substances, including minor discharges, if com-
mitted with intent, recklessly or with serious negligence and the discharges individually
or in the aggregate result in deterioration of the quality of water. Aiding and abetting the
discharge of a polluting substance may also lead to criminal penalties. The directive ap-
plies to all types of vessels, irrespective of their flag, but certain exceptions apply to war-
ships or where human safety or that of the ship is in danger.
27
Regulatory
Continued from previous page
Ship recycling
Other Coastal State Requirements
The EU has put in place regulatory requirements on the recycling of vessels. The recy-
cling of vessels is subject to various international, regional and national requirements, in-
cluding the 1989 Basel Convention/EU Waste Shipment Regulation (1013/2006), the
2009 Hong Kong Convention and the EU Ship Recycling Regulation (1257/2013) which
may apply depending on the vessel flag and the location of the vessel when the decision
to recycle the vessel was taken. The regulations put in place certain requirements relat-
ing to, inter alia, the export of vessels destined for recycling and the manner in which the
recycling is carried out.
As a matter of international law, the coastal states are permitted, subject to certain re-
strictions, to put in place requirements on the vessels’ operations in the territorial waters.
Furthermore, the coastal state is entitled to exploit natural resources (such as wind
power) in its exclusive economic zones and/or continental shelf subject to restrictions
set out in the United Nations International Law of the Seas Convention (UNCLOS), Part II,
Art. 2(2), Part V and VI (or customary international law).
Internationally, coastal states have elected to put significantly different regulatory re-
quirements. The local law requirements may relate to matters such as the ownership/na-
tionality of the vessel, nationality and/or work permits for crew, and/or use of local port
infrastructure. In the Cadeler Group’s activities, the Cadeler Group is confronted with a
range of government policies that restrict international trade and protect domestic in-
dustries. These protectionist measures manifest themselves mostly through cabotage
laws which protect the domestic shipping industry from foreign competition and thus
prevent or limit the us from operating in such countries. Examples of such measures can
be found, among others, in the United States through the Merchant Marine Act of 1920
(also known as the Jones Act), as well as in many other jurisdictions.
Inspection by Classification Societies
The hull and machinery of every commercial vessel must be classed by a classification
society authorised by its country of registry. The classification society certifies that a
vessel is safe and seaworthy in accordance with the applicable rules and regulations of
the country of registry of the vessel and SOLAS. Most insurance underwriters make it a
condition for insurance coverage and lending that a vessel be certified “in class” by a
classification society which is a member of the International Association of Classification
Societies, the IACS.
A vessel must undergo annual surveys, intermediate surveys, drydockings and special
surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey
cycle, under which the machinery would be surveyed periodically over a five-year period.
Every vessel is also required to be drydocked every periodically for inspection of the un-
derwater parts of the vessel. If any vessel does not maintain its class and/or fails any an-
nual survey, intermediate survey, drydocking or special survey, the vessel will be unable
to carry cargo between ports and will be unemployable and uninsurable and there may
be further commercial consequences.
28
Corporate Governance
The Company’s corporate governance principles are based on, and in all material as-
pects in compliance with, the Norwegian Code of Practice and applicable Danish law.
In addition, and as a result of the listing of the Company’s American Depositary Shares
on the New York Stock Exchange (the “NYSE”), the Company complies with applicable
United States federal securities laws and regulations as well as the rules of the NYSE, in
particular the corporate governance standards of Section 303A of the NYSE Listed Com-
pany Manual, to the extent applicable to the Company as a foreign private issuer.
A full copy of the Company’s corporate governance code is available on the Company’s
website: https://www.cadeler.com/assets/uploads/PDFs/Investors/cadeler-corporate-
governance-policy-2024.pdf
Statutory CSR report
To fulfil the requirement for statutory reporting on corporate responsibility cf. sections
§99a and §107d of the Danish Financial Statements Act, the Company has integrated its
annual sustainable development reporting into the Annual Report 2023, see pages 37 –
81. Also see pages 212-221 for the ESG Appendices, which contain KPIs and accounting
practices related to Cadeler’s Statutory reporting.
29
Corporate Governance
Gender composition of Management - statement cf. §99b
Last 4 year overview (end of year) of gender composition of management, cf. §99b
Cadeler aims to increase the representation of women on the board to at least 25% by
the end of 2026. Presently, the board consists of one woman and five men, currently
16.7% women. The Company is actively working towards achieving its objective of having
two women on its Board of Directors, which was not achieved by the end of 2023 as
originally intended. Andreas Beroutsos stepped down from the board effective 25 April
2023. On the same date, Andrea Abt joined, briefly meeting during Q2 2023 our diversity
target of having two women on the board. David Peter Cogman and Connie Hedegaard
stepped down from the board on 16 June 2023, facilitating the execution of the business
combination agreement. Subsequently on 20 February 2024, following the business
combination, Emanuele Lauro and James Nish were elected to the Board by the general
meeting of Cadeler.
2020
2021
2022
2023
Total number of mem-
bers
6
6
6
6
Underrepresented gen-
der in pct.
Top managerial posi-
tion (Board of Direc-
tors)
16.7
16.7
16.7
25
16.7
25
Target figure in pct.
33
33
Year for fulfilment of tar-
get figure
2022
2022
2026
2026
26
Total number of mem-
bers
14
14
20
Cadeler has set a goal to increase the number of women in managerial positions to 30%
by the end of 2025, this will include all managers with staff responsibility and include Ex-
ecutive and other CXO level management. Cadeler made slight progress towards this
target in 2023, but low levels of management turnover and similar diversity levels in Eneti
management resulted in little change to the overall gender distribution of managers.
During 2023, seven of our onshore managers at other managerial positions were women
(five in 2022) and nineteen were men (fifteen in 2022), equal to 27% women. Cadeler is
committed to fostering diversity and inclusion by prioritizing a safe, respectful workplace.
Our zero-tolerance policy for harassment ensures all employees, regardless of gender,
feel included and safe. By fostering mutual respect, we aim to attract and retain a di-
verse workforce, reflecting a range of gender, ethnicity, backgrounds and experiences.
Underrepresented gen-
der in pct.
Other managerial po-
sitions1
16.7
29
25
27
30
Target figure in pct.
30
30
30
Year for fulfilment of tar-
get figure
2025
2025
2025
2025
1 Other managerial positions include the (first management level) senior leadership team, currently consisting of
nine people in the Executive management and other CXO level management, and (second management level) per-
sons with staff responsibilities who report to a member of the senior leadership team.
30
Board of Directors
Andreas Sohmen-Pao
Emanuele A. Lauro
Jesper T. Lok
Nationality:
Austrian
1971
Nationality:
Italian
1978
Nationality:
Danish
1968
Born:
Born:
Born:
Gender:
Male
Gender:
Male
Gender:
Male
Joined the Cadeler board:
Current election period:
2021
Joined the Cadeler board:
Current election period:
2024
Joined the Cadeler board:
Current election period:
2020
2023-2025
2024-2025
2022-2024
Chairman of the Board.
Vice Chairman of the Board of Directors.
Considered non-independent.
Board Member and chairs the Remuneration Committee.
Considered independent.
Considered non-independent.
Other management duties, etc.
Other management duties, etc.
Other management duties, etc.
▶
▶
▶
▶
▶
▶
▶
▶
▶
Scorpio Holdings Limited (member of the Board)
Scorpio Services Holding Limited
Scorpio Tankers Inc. (Chairman)
Scorpio Offshore Holding Inc.
Scorpio USA LLC
Moxie Corp
Gorgon Holdings Limited
Monaco Chamber of Shipping (President)
Fordham University (member of the Advisory Board)
▶
▶
▶
▶
▶
▶
▶
▶
▶
Dagrofa (Chair)
Evos (Chair)
▶
▶
▶
▶
▶
▶
▶
▶
BW Group Limited (Executive Chairman)
BW Offshore Limited (Chairman)
BW Energy Limited (Chairman)
BW LPG Limited (Chairman)
BW Epic Kosan Ltd (Chairman)
Hafnia Limited (Chairman)
Global Centre for Maritime Decarbonisation (Chairman)
Lloyd’s Register Foundation (member of the Board of Trustees)
Gertsen & Olufsen (Chair)
Inchcape Shipping Services (Chair)
PISIFFIK (Vice Chair)
RelyOn Nutec (Vice Chair)
Silverstream Technologies (NED)
TripleB (Chair)
Vestergaard (Chair)
Former Chairman of the Singapore Maritime Foundation, and former
member of the board of Navigator Holdings Ltd.
Education
Education
Education
▶
International Business, European Business School.
▶
MBA, Nova Southeastern University (NSU)
▶
▶
MBA, Harvard University, 1997
BA Honours in Oriental Studies, Oxford University 1994
Qualifications
Qualifications
Extensive shipping industry experience spanning two decades. Chairs
multiple corporate boards and active participant in the maritime com-
munity and advisory boards.
Board experience from international private and listed maritime, retail,
production and services companies. Management experience as CEO
in private and public companies in the maritime and mobility sectors.
Qualifications
More than 20 years of experience in the shipping industry. Chairman
for multiple corporate boards and board experience from interna-
tional/listed companies.
Attendance in Board and Committee meetings during 2023
Attendance in Board and Committee meetings during 2023
n/a
Board meetings
3/4
1/1
Board meetings
Remuneration Committee meeting
Attendance in Board and Committee meetings during 2023
4/4
4/4
1/1
Board meetings
Chairmanship meetings
Remuneration Committee meeting
31
Ditlev Wedell-Wedellsborg
Andrea Abt
James Nish
Nationality:
Danish
1961
Nationality:
German
1960
Nationality:
American
1958
Born:
Born:
Born:
Gender:
Male
Gender:
Female
2023
Gender:
Male
Joined the Cadeler board:
Current election period:
2020
Joined the Cadeler board:
Current election period:
Joined the Cadeler board:
Current election period:
2024
2022-2024
2023-2025
2024-2025
Board Member and former chair of the Audit Committee until January
2024.
Board Member and member of the Audit Committee. Former ob-
server of the Audit Committee during 2023.
Board Member and chair of the Audit Committee from February 2024
Considered independent.
Considered independent.
Considered independent.
Other management duties, etc.
Other management duties, etc.
Other management duties, etc.
▶
▶
▶
▶
▶
▶
▶
▶
▶
▶
▶
Wessel&Vetts Fond, (Chair)
▶
▶
▶
Energy Technology Holdings LLC / Exide Technologies (NED)
Gerresheimer AG (member of the Supervisory Board)
Mar Holdco S.à.r.l., Luxemburg (NED)
▶
Gibraltar Industries, Inc. (Chairman of Audit Committee and Capital
Structure and Asset Management Committee)
Alert360 Home Security Business (Lead Director)
Weco Travel CEE and associated companies. (Chair)
Travel House and associated companies. (Chair)
Vind A/S, (Chair)
▶
Weco lnvest, (Chair)
Education
Education
Donau Agro, (member of the Board)
Damptech and associated companies, (member of the Board)
AeroGuest, (member of the Board)
Rigensgade Kaserne, (member of the Board)
Aquitas, advisor
▶
English and Spanish Philology from Rheinische Friedrich-Wilhelms
University, Bonn
MBA from Rotman School of Management, University of Toronto
▶
▶
BS in Accounting and Business, State University of New York.
MBA, Wharton School of the University of Pennsylvania
▶
Qualifications
Qualifications
Niki lnvest. Manager
Over 30 years of experience in investment banking, serving clients
across a variety of international industrial markets. Certified public ac-
countant and adjunct professor at Baruch College, Zicklin School of
Business in New York and at Pace University, Lubin.
Listed and non-listed board experience in European and US compa-
nies, broad executive background in a variety of functions. Specialist
knowledge in procurement and logistics.
Education
▶
▶
BA from Stanford University
MBA from INSEAD
Attendance in Board and Committee meetings during 2023
Attendance in Board and Committee meetings during 2023
3/3
3/3
Board meetings
Audit Committee meetings as an Observer.
n/a
n/a
Board meetings
Audit Committee meetings
Qualifications
Board experience from Nordic companies and from the transporta-
tion sector. Management experience from ship owning company.
Attendance in Board and Committee meetings during 2023
4/4
5/5
Board meetings
Audit Committee meetings
32
Board members who stepped down in 2023
Andreas Beroutsos
David Cogman
Connie Hedegaard
Nationality:
Greek
1965
Nationality:
British
1974
Nationality:
Danish
1960
Born:
Born:
Born:
Gender:
Male
Gender:
Male
Gender:
Female
Joined the Cadeler board:
Served the board until:
2020
Joined the Cadeler board:
Served the board until:
2021
Joined the Cadeler board:
Served the board until:
2020
25 April 2023
16 June 2023
16 June 2023
Board Member.
Board Member and member of the Audit Committee.
Considered non-independent.
Board Member and chaired the Nomination Committee.
Considered independent.
Considered non-independent.
Other management duties, etc.
Other management duties, etc.
Other management duties, etc.
▶
▶
▶
Ductor Oy (private, representing BW Group)
PetSmart (USA; parent of NYSE: CHWY, Chewy)
HIG Acquisition (NYSE: HIGA)
▶
Swire Pacific Limited (Executive Director), John Swire & Sons
(Hong Kong) (Director), and director of various subsidiary compa-
nies
▶
▶
▶
▶
KR Foundation (Chair)
CONCITO (Chair)
OECD Round Table on Sustainable Development (Chair)
Mærsk Mc-Kinney Møller Center for Zero Carbon Shipping (Vice
Chair)
Former partner of McKinsey & Company.
Education
▶
▶
▶
BBVA (member of the Board)
Danfoss (member of the Board)
KIRKBI (member of the Board)
Education
▶
▶
BA in Social Studies, Harvard College, 1988
MBA, Harvard Business School, 1992
▶
▶
BSc in Economics, London School of Economics, 1995
MBA, Stanford Graduate School of Business, 2001
Former EU Commissioner and Minister for Environment and Climate &
Energy.
Qualifications
Qualifications
Long service on multiple corporate and non-profit Boards, including
as Chairman/officer, and member of Finance/Risk, Remuneration, Au-
dit etc. committees. Long-term investor/asset manager for institu-
tional asset managers active in Private Equity, Infrastructure and pub-
lic markets.
Board and Management experience in M&A, strategy, and business
development.
Education
▶
MSc in History and Literary studies, University of Copenhagen
Attendance in Board and Committee meetings during 2023
Qualifications
2/2
2/2
Board meetings
Audit Committee meetings
Solid experience from the political and regulatory arena as a result of
being elected in the Danish Parliament in 1984 as well as from working
as a journalist for 14 years and heading the national radio news.
Serving in numerous boards in both Danish and international compa-
nies as well as in public committees and commissions since 2015.
Attendance in Board and Committee meetings during 2023
1/1
Board meetings
Attendance in Board and Committee meetings during 2023
2/2
Board meetings
33
Executive Management
Mikkel Gleerup
Peter Brogaard
Nationality:
Born:
Danish
1978
Nationality:
Born:
Danish
1965
Gender:
Male
2017
Gender:
Male
2022
Joined Cadeler:
Joined Cadeler:
Chief Executive Officer (CEO)
Chief Financial Officer (CFO)
Mikkel Gleerup does not have other roles or positions of trust outside
the Company.
Peter Brogaard does not have other roles or positions of trust outside
the Company.
Education
Education
▶
▶
MBA, INSEAD, 2016
MSc in Transportation and Maritime Management, University of
Southern Denmark, 2008
▶
MSc in Accounting and Auditing, Aarhus University, 1995
Qualifications
Significant experience from the shipping industry and finance, among
others from working as Vice President, Group Finance at the product
tanker shipping company TORM Plc. where he worked prior to joining
the Company. He has also held various board positions in the Torm’s
subsidiaries.
Qualifications
Experience from working within the offshore wind segment for more
than 17 years inter alia with Siemens Wind Power, Global Marine Sys-
tems Ltd. and A.P. Møller-Maersk.
34
Corporate Governance
Continued from previous page
Largest shareholders
cast as well as of the share capital represented at the general meeting. The provisions in
the Articles of Association relating to a change of the rights of shareholders or a change
to the capital are not more stringent than required by the Danish Companies Act.
As per 26 March 2024, three shareholders held shares in excess of 5% of the total share
capital of Cadeler. BW Altor Pte. Ltd. held 19.57%, Scorpio Holdings Limited held 12.09%
and Swire Pacific Limited held 8.51% of the total share capital.
Change of control
Share capital increases and issuance of shares
The New Debt Facility has a change of control clause which is triggered: if any person or
group, excluding Swire Pacific, the BW Group, and their affiliates, gains control of 25% or
more of voting and/or ordinary shares. The Holdco Facility change of control is triggered
if BW Altor Pt. Ltd. and its subsidiaries (the “BW Group”) own less than 20%, or if any
other entity gets 25% or more of Cadeler's shares or voting rights. This applies unless
BW Group's ownership drops due to merging with a similar company, as long as they still
own at least 17.5% of Cadeler, as is now the case due to the business combination with
Eneti. Additionally, the P-Class Facility outlines a change of control if any individual or
group, excluding Swire Pacific and the BW Group, acquires more than 25% of Cadeler's
issued and outstanding share capital or voting share capital. The Credit Facility for the
M-Class vessels, signed before the completion of the Eneti business combination, incor-
porated provisions accommodating such an event. Despite containing a change control
provision, it did not trigger amidst the business combination. Customer contracts may
include change of control clauses, which are considered customary for the industry.
In December 2023, in connection with the share exchange offer, Cadeler issued 113.8 mil-
lion shares priced at NOK 45.76 per share, corresponding to 28.4 million Cadeler Ameri-
can Depositary Shares. In addition to the 197.6 million shares at the beginning of the re-
porting period, the Company has 311.4 million shares in issue as of 31 December 2023.
Purchase of own shares
At the general meeting held on 25 April 2023, the board of directors was granted an au-
thorisation in the period until 24 April 2027 to purchase own shares of the Company. The
Company does not plan to repurchase any own shares for the time being other than for
the purpose of satisfying its obligations under the Company’s share based incentive pro-
grammes but will consider repurchasing own shares if considered preferable for the pur-
pose of delivery of existing shares in connection with growth initiatives.
Voting rights
As per 31 December 2023, there were 311,409,868 issued shares in Cadeler. At the gen-
eral meeting, each share of the nominal value of DKK 1 shall carry one vote. No share-
holders have any special or different voting rights pursuant to the Articles of Association.
Anti-corruption
Cadeler also has a Supply Chain Sustainability Code of Conduct that outlines our expec-
tations for the companies we work with. There is both a business and a moral case for
ensuring that human rights and anti-corruption principles are upheld during our operation
and throughout our value chain. In order to further reduce any risk of poor practice within
our supply chains, we are strengthening our system for ensuring our suppliers comply
with our requirements.
Resolutions at general meetings shall be passed by a simple majority of votes cast, un-
less otherwise prescribed under the Danish Companies Act or by the Articles of Associa-
tion. Adoption of changes to the Articles of Association, dissolution of the Company,
merger or demerger requires that the resolution is adopted by at least 2/3 of the votes
35
2024 Outlook
Cadeler will continue to provide construction, maintenance, decommissioning and other
services for the renewable offshore wind industry. The financial performance of the
Group for 2024 is expected to result in a revenue of between EUR 225 million and EUR
245 million, compared with a revenue of EUR 109 million in 2023. EBITDA is expected to
be in the range of EUR 105 million to EUR 125 million in 2024 (in 2023 EUR 43 million, and
EUR 51 million for Adjusted EBITDA).
cross-utilisation of equipment, sea fastenings and tooling is expected to bring in im-
proved operational efficiency and cost savings. Overall, these factors are poised to pro-
pel Cadeler’s continued success in 2024.
The world’s capacity to generate renewable electricity is expanding faster than at any
time during the last three decades. There is a real chance of tripling global capacity by
2030 – a goal set by governments at the COP28 climate change conference in Dubai in
December 2023. The offshore sector and Cadeler are looking ahead with optimism, aim-
ing to overcome the value chain bottlenecks and inflation experienced in recent months.
To date, Cadeler has successfully navigated the uncertainties generated by increasing
interest and inflation rates, geopolitical tensions, and supply chain constraints. The Com-
pany has strategies in place to further improve the customer value proposition with the
largest and most flexible fleet.
Management expects that Cadeler’s performance, as a Parent Company, will result in a
revenue of between EUR 123 million and EUR 143 million, which is higher than its perfor-
mance in 2023, EUR 109 million. The difference in the Group’s revenue is driven by inter-
company charges to its subsidiaries.
In 2024, Cadeler is positioned to benefit from strong demand and growth in the offshore
wind industry. The rapidly expanding contract backlog presents an appealing opportunity
for significant revenue generation. The Company has signed contracts that will provide a
steady, continuous flow of projects from 2024 to 2031. The contract backlog, as of 26
March 2024, will deliver a total value of EUR 1,580 million with options included at 50%.
The Company’s strategic plan to expand its fleet with six new vessels, comprising two P-
Class, two M-Class, and two A-Class installation vessels, will bolster its capacity to meet
this demand. The delivery of these new vessels, between 2024 and 2026, will further
consolidate Cadeler’s market position.
Given that the Group is currently in a fleet expansion phase, during which it is investing in
new vessels and equipment to facilitate future growth, the Group does not expect to
make dividend payments in the medium term.
Cadeler's guidance for 2024 is subject to risks and uncertainties, many of which are be-
yond its control. One-off market-shaping events such as strikes, embargoes, political in-
stability or adverse weather conditions, could have a substantial impact on the business.
There could also be off-hire periods as a consequence of accidents, technical break-
down or non-performance. The cancellation or postponement of one or more vessel em-
ployment contracts could have a material adverse impact on the earnings of the Com-
pany.
Furthermore, the projected shortfall of capable offshore wind turbine and foundation in-
stallation vessels from 2026 to 2027 provides Cadeler with an additional opportunity to
secure more contracts. The recent merger with Eneti has extended Cadeler’s global
reach and the expected realisation of significant merger synergies materialising between
2024 and 2026 will contribute to the Company’s growth and profitability. Additionally,
Cadeler’s focus on enhancing utilisation and trimming costs through initiatives such as
36
Reporting on
Sustainability
This section constitutes Cadeler’s statutory reporting on corporate responsibility
cf. §99a and §107d of the Danish Financial Statements Act
Also see pages 212-221 for the ESG Appendices, which contain KPIs and accounting
practices related to Cadeler’s Statutory reporting
37
Empowering the Green Horizon
As the world faces the urgent need to combat climate change and transition towards re-
newable energy sources, the offshore wind industry plays a pivotal role in steering this
transformation towards a more sustainable future. With its vast potential and capacity
for clean energy generation, offshore wind power has emerged as one of the predomi-
nant energy sources in the global trajectory towards net zero emissions by 2050.
As Cadeler expands, so does its capacity to bring renewable energy to customers across
Europe and around the world, but the enlarged Company footprint also requires in-
creased emphasis on the importance of ensuring the net environmental and social im-
pacts from operations remain positive. By the end of 2023, Cadeler had installed 1324
wind turbines and 853 wind turbine foundations.
Unlike traditional fossil fuel-based energy sources, offshore wind energy is abundant, re-
newable, and emits zero greenhouse gases during operation. This makes it a crucial
component in efforts to decarbonise electricity generation, reduce reliance on fossil
fuels, and achieve ambitious climate targets set forth in international agreements such
as the Paris Agreement. However, the industry must rapidly increase its efforts in making
the entire value chain more sustainable, from a life-cycle perspective.
Our mission is to create value for our stakeholders and the entire industry’s ecosystem.
Continuous improvement of the Company’s governance, policies and procedures are
more important than ever to ensure growth is sustainable and continues to benefit soci-
ety. Through this approach, Cadeler strives to support the generation of more clean en-
ergy than ever before while minimising any negative impacts from operations, while sup-
porting our customers and shareholders meet their own ESG ambitions.
Dedicated to serving the current and future offshore wind industry in the most sustaina-
ble and efficient manner, Cadeler is a leader and key supplier in the industry for the trans-
portation, installation and maintenance of offshore wind turbine generators and their
foundations. Owning and operating the industry’s largest WTIVs fleet, Cadeler under-
stands its pivotal role and responsibility in the outreach of reliable, sustainable, and af-
fordable energy.
Moreover, the offshore wind industry holds the promise of economic growth, job crea-
tion, and technological innovation. From coastal communities to industrial hubs, offshore
wind projects stimulate local economies, create employment opportunities, and drive in-
vestments in research and development, boosting global competitiveness and driving
forward technological advancements.
As part of its growth strategy, in 2023 Cadeler underwent a business combination with
Eneti. Starting in 2024, Cadeler’s fleet is expanding with six new wind installation vessels
ordered, and the installation of upgraded cranes for the existing O-Class vessels is well
under way. The investment in expanding and improving the fleet shows commitment to
maintaining the Company’s status as a leading player in the offshore wind industry.
38
2023 ESG Highlights
Scope 1 absolute emissions (tCO2e)
Scope 1 emission intensity (tCO2e per MW installed or serviced)
Target net zero by 2035
Target 50% reduction by 2030
40000
35000
30000
25000
20000
15000
10000
5000
0
36,846
25,479
24,905
2021
2022
2023
39
2023 ESG Highlights
Continued from previous page
Safety KPIs
Management Positions – onshore
Target zero recordable cases and zero lost time incidents
Target 30% women by 2025
7.00
6.00
5.00
4.00
3.00
2.00
1.00
-
Total recordable case
frequency rate
(per million hours worked)
Lost time injury frequency
rate
(per million hours worked)
27%
29%
25%
2021
2022
2023
40
Our Sustainable Development Framework
Mission
Targets
Areas covered
UN SDG
Sustainable Development Highlights
Commitment to presenting full overview of scope 3
emissions and Scope 3 reduction targets in next annual
report
1. Signatory of the UN Global Compact:
Cadeler supports its 10 principles along
with the 17 UN Sustainable Development
Goals (SDGs) and commits to integrating
basic principles related to human rights,
worker rights, environmental protection,
and anti-corruption into our business prac-
tices.
Decarbonisation
7, 13, 17
Reduction of company-wide scope 1 and 2 emission in-
tensity by 50% by 2030
Biodiversity
Circularity
14
12
13
Fewer emissions for
every wind turbine in-
stalled, both for Cadeler
as well as its sharehold-
ers
Cadeler commits to sourcing 100% of its electricity con-
sumption from renewable sources by 2030
Environment
Cadeler aims to reduce waste from its own operations
by 50% by 2030
Climate Risk
Net-zero operations by 2035
Responsible con-
sumption
12
Zero spills to the marine environment
Health
Safety
3
3
Aim for zero lost time incidents and zero recordable
cases
2. Formally established a dedicated Sustaina-
bility and Decarbonisation team in Cadeler
Maintain a safe, engag-
ing, diverse and inclusive
work environment on
and offshore
Social
Positive workplace
environment
2025: 30% women in leadership positions
8
3. Designed a Decarbonisation Strategy dur-
ing 2023 to expand on the ESG Framework
of the Company and set a clear pathway
towards meeting the Company’s targets.
Diversity
10
Work towards having all of Cadeler’s key suppliers com- Corporate Respon-
Operate our business
ethically and aim to im-
plement practices that
also hold our supply
chain to the same stand-
ard
mit to our Supply Chain Sustainability Code of Conduct
by 2030
sibility and Compli-
ance
10, 12
4. Update of the accounting guidelines to ac-
count for all vessel marine gas oil emis-
sions as Scope 1 and take greater owner-
ship of our vessels’ impact on the environ-
ment.
Governance
Business Ethics
12
Responsible Pro-
curement
10, 12
41
Partnerships to reach the Sustainable
Development Goals
This year, we would like to recognise the importance of SDG 17, partnerships for the
goals, and add it as a focus area in our improvement journey. Collaboration and partner-
ships within the maritime ecosystem play a vital role in accelerating the offshore wind
value chain decarbonisation efforts. Through development projects, joint research and
pilot testing, standardisation initiatives, and knowledge sharing, stakeholders can lever-
age their respective expertise and resources to overcome barriers, drive innovation, and
scale up low-carbon technologies. No single entity can drive change and the industry’s
transition alone.
By working together with our stakeholders, Cadeler aims to collectively address chal-
lenges such as infrastructure development, supply chain integration, and regulatory
compliance, paving the way for a more sustainable and resilient maritime industry. Col-
laboration and partnerships are not only key enablers of maritime decarbonisation, and
at a higher pace, but also essential for achieving broader sustainability goals and ensur-
ing a prosperous future for the maritime sector and the planet as a whole. Renewable
energy companies, technology providers, governments, research institutions must join
efforts to deliver on the development and adoption of innovative solutions.
As a result of our ambitions, in 2023, Cadeler joined the EMRED joint industry project led
by DNV. The project aims to establish a standardised monitoring and reporting frame-
work for assessing greenhouse gas (GHG) emissions in the offshore wind installation
sector. By developing these metrics and baselines, the project partners intend to offer a
set of indicators that will enable standardisation and contribute to driving emissions re-
ductions across the industry. Towards the end of 2023, Cadeler also began its involve-
ment in a project led by Danish Shipping and ReFlow focused on development of a digi-
tal tool for assessing lifecycle emissions of vessels.
We have high ambitions to continue expanding our ESG cooperation across the industry
during 2024.
42
Materiality
Throughout 2023, and ahead of the applicability of EU CSRD regulation, Cadeler has
conducted a preliminary Materiality Assessment to identify and prioritise the most signif-
icant environmental, social, and governance (ESG) issues relevant to our business and
stakeholders.
and questionnaires received from clients and investors throughout the year; and a
materiality survey sent out to management within Cadeler.
4. Evaluating the various sources of information to identify the critical ESG topics
This assessment has involved analysing and engaging with a wide range of internal and
external stakeholders, including employees, investors, customers, and regulators,
amongst others, to gather insights into their concerns, expectations, and interests. By
analysing these insights alongside our Company’s ambitions and strategy, we have been
able to identify the most material ESG topics that have the potential to impact our long-
term sustainability performance and stakeholder relationships. The Materiality Assess-
ment serves as a critical foundation for our sustainability strategy. Through transparently
reporting on these material topics, we demonstrate our commitment to addressing key
sustainability challenges and driving positive impacts across our operations and value
chain.
The findings from the Materiality Assessment enabled Cadeler to adapt the Sustainable
Development Strategy and reporting template to cover all topics highlighted as material
issues. No major changes were made in 2023 as the results were largely consistent with
the 2022 results. However, two topics were added to the list of material topics: (1) energy
intensity of operations and (2) opportunities for training and education at Cadeler. Lastly,
no topics were removed from the list of material issues in 2023.
Material topics as defined by the 2023 assessment
GHG emissions
Energy intensity of operations
Compliance with environmental regulations
Vessel improvements
Environment
Steps taken to define material topics:
1. Identifying salient environmental, social and governance issues for which the Com-
pany has potential positive or negative impacts, as well as issues which may have fi-
nancial materiality for the Company.
Use of resources/waste
Marine pollution
Occupational health and safety
Diversity and equal opportunity
Human rights
2. Identifying internal and external stakeholders (Cadeler’s list in 2023 included key cli-
ents, contractors, our employees, investors, ESG rating agencies, and regulatory
bodies)
Social
Opportunities for training and education
Management of ESG topics in the supply chain
Anti-corruption
3. Extracting information from internal and external stakeholders about the ESG topics
they view as material to Cadeler. This was performed using a combination of direct
discussions; taking note of which topics were prioritised in requests for information
Governance
Business ethics
43
Environment
44
Our Decarbonisation Strategy in Response to the Climate Emergency
It has become increasingly evident that the world is facing a climate emergency. At
Cadeler we recognise the gravity of the climate challenge and are conscious of the ur-
gent need to take decisive and immediate action.
Key Targets:
Renewable electricity commitment
Cadeler commits to sourcing 100% of its electricity consumption from renewable
sources by 2030.
The offshore wind industry plays a vital role in shaping a more sustainable future. As an
industry leader in the transport and installation of offshore wind farms, we understand
the critical role that our operations play in enabling the global transition to renewable en-
ergy, and we are committed to playing our part in addressing this crisis by mitigating the
impacts of our operations on our planet and communities.
Emissions reduction target
Cadeler strives to reduce the carbon intensity of operations by 50% by 2030, ensuring its
contribution is in line with the International Maritime Organisation (IMO) goals.
Guided by our commitment to environmental protection, in 2021 we set the most ambi-
tious climate targets in the industry. These are reflecting our commitment and efforts to
leading by example and making tangible progress towards a low-carbon economy, pre-
serving the health of our planet for future generations. This approach comes both with
opportunities as well as challenges for Cadeler, and for that we have defined a strategy
to support our journey.
Net zero greenhouse gas emissions target
Cadeler aims to achieve net-zero emissions from its own operations by 2035. Achieving
this goal requires emission reductions across the fleet, innovations in operations, and re-
search into reliable solutions for sequestering the greenhouse gases that the Company
cannot avoid emitting.
45
Our climate progress in 2023
The offshore wind market is recognising the importance of monitoring and tackling the
GHG emissions from a life-cycle perspective. Accordingly, we have experienced a rapid
surge in our customer’s interest for carbon-reduced solutions from our part of the value
chain.
Optimizing Energy Consumption:
Unlocking the vast potential of optimizing our energy consumption across the fleet, will
continue to be one of Cadeler’s priorities in the short-term. This requires continuously in-
vestigating and implementing energy efficient solutions (both operational and techno-
logical) on existing assets, to further reduce carbon intensity.
In order to live up to our climate commitments and support our customers in reaching
their climate ambitions, we have continued mapping the available solutions and taken a
more accelerated approach.
However, understanding how energy is consumed onboard the vessels is a key driver for
Cadeler towards improving energy efficiency. During 2023 we continued expanding on
our fuel monitoring systems, enabling sufficient real-time data to be utilised to drive im-
provement actions
Establishment of a Decarbonisation and Sustainability Department
In 2023, Cadeler formally established a department within the organisation solely fo-
cused on the issues of decarbonisation and sustainable development.
Additionally, a heavy focus has been put on delivering new-build assets with a signifi-
cantly higher level of efficiencies by design. All these initiatives will form the foundation
of a future low-carbon fleet for Cadeler.
Sponsored by executive management, in this function resides the responsibility for de-
signing the strategy and roadmaps for decarbonisation, as well as its execution and im-
plementation. This strategic decision was a consequence of the Company’s acknowl-
edgement of both the importance and complexity of meeting the challenges within
these areas.
Enabling direct electrification:
Due to the nature of Cadeler’s cycle-based operations, electrifying our vessels through
shore-power connection while loading and unloading at port will be an essential driver to
cut our emissions. This solution, which will be enabled both onboard the O-class vessels
and our new-builds, is estimated to result in up to 15% emissions reduction yearly.
Strategy for decarbonising our operations
We have designed our Decarbonisation Model, as we understand that being at the fore-
front of the industry’s decarbonisation journey and in order to deliver on our long-term
climate action requires a clearly defined approach.
Benefiting from renewable power sources while at berth, however, requires the port and
grid infrastructure to be developed and enabled, providing reliable and green power to
the vessel. For this, Cadeler’s focus will also be on identifying and working closely to-
gether with its major service ports and customers, and support and promote the readi-
ness for adoption of green electricity.
Cadeler will continue to focus on reducing its emissions intensity and will intensify its de-
carbonisation efforts through three key levers; 1) optimizing energy consumption 2) ena-
bling direct electrification, and 3) adopting green fuels.
46
Our climate progress in 2023
Continued from previous page
Adopting green fuels:
Our Decarbonisation Model to meet Cadeler’s 2030 and 2035 climate targets:
Cadeler views reduction of emissions at the source as a more effective and responsible
strategy than reliance on carbon offsetting to achieve reduction of its carbon footprint.
We don’t envision it as a linear decrease of emissions but believe that decarbonisation
will be a transition with continuous improvements and upgrades until 2035 and beyond,
based on the technical readiness and the Company’s growth projections.
Transitioning to the use of green fuels in our vessels will be essential for Cadeler’s decar-
bonisation journey, as they provide the unique pathway towards our net-zero commit-
ments, providing up to 95% GHG emissions reduction.
During 2023, Cadeler commenced exploring the update of certified biofuels and renewa-
ble diesel in our current O-class vessels, as these provide a readily available solution to-
wards reducing emissions related to engine combustion, replacing fossil fuels. Addition-
ally, these blend-in fuels don’t require our vessels to undergo major retrofits, enabling a
smooth and immediate adoption.
Another major focus of Cadeler, however, is on building a fleet of vessels able to run on
alternative fuels in the future. With the ordering of six new-builds, significant resources
have been allocated during 2023 into preparing these vessels to ensure they are ready
for conversion to run on these fuels. Green methanol has been identified as the soonest
available option, following the increased demand for this fuel in the shipping sector, en-
couraging the entire supply infrastructure to be developed within coming years. Several
fuel pathways have been explored, however, and during 2024 we will continue following
and investigating the alternatives in the market.
47
Fleet decarbonisation overview
Based on Cadeler’s decarbonisation strategy presented in the previous section, our fleet
has continuously been adopting low-emission solutions.
has built readiness for conversion to alternative fuels into the design of the A-Class ves-
sels.
P-class vessels, Wind Pace and Wind Peak
M-Class newbuilds, previously the Eneti newbuild programme
Cadeler previously announced plans to build two new wind farm installation vessels. The
Company confirms its intention to deliver vessels that are more eco-friendly than Wind
Orca and Wind Osprey. A decade of innovative solutions since the delivery of the O-class
vessels will enable us to implement energy efficiency and emission reduction technolo-
gies. Improvements to the design include shore power connections (expected to reduce
fuel consumption by up to 15%), fuel-efficient engines and optimised engine sizing. Other
refinements include an onboard power-saving system, which includes batteries covering
>10% of energy required for crane operations and ~10% of energy required for DP and
manoeuvring, regeneration of power from the jacking system and variable frequency
drives. Cadeler has intentions to move towards alternative fuels when the right technol-
ogies are commercially available and has already invested resources in ensuring the
newbuild vessels can undergo a conversion to alternative fuels in the future. The Com-
pany has built readiness for conversion to alternative fuels into the design of the P-Class
newbuild vessels.
Cadeler took over management of the newbuilding processes for the M-Class vessels at
the end of 2023. The vessels are expected to be equipped with shore power connec-
tions, a closed ring/bus system for improved power management and improved effi-
ciency, staggered sized diesel generators (allowing for running of engines at more opti-
mal loads for fuel to energy efficiency), a battery energy storage system with regenera-
tion from the jacking system, and implementation of LED type lighting. Cadeler will con-
tinue to evaluate and expects to be able to provide more details estimating the im-
proved CO2e emission performance of these vessels in the future.
O-Class, Wind Orca and Wind Osprey
The Company previously announced the intention to invest in improved fuel tracking sys-
tems for our O-class vessels. The fuel monitoring systems were installed in the first half of
2023, and we are now working on our processes for using the data as a tool in our decar-
bonisation journey. Installation of these systems is expected to be an improvement that
will enable the vessels to track fuel consumption more accurately, identify operational ar-
eas for improvements, and set best practice standards for engine efficiency. In last year’s
report, Cadeler also announced its intention to install shore power connections on the O-
class vessels. Implementation of shore power on the vessels is in the planning process,
and the installation is expected to progress during Q1 2025.
A-class vessels, Wind Ace and Wind Ally
In 2022, Cadeler announced the further expansion of its fleet to include two jack-up
foundation installation vessels designed with a hybrid purpose, allowing the vessels to
convert from being foundation installation units to WTIVs within a short period of time.
Both A-class vessels will be equipped with the same green design elements as the P-
class. Cadeler has intentions to move towards alternative fuels when the right technolo-
gies are commercially available and has already invested resources in ensuring the new-
build vessels can undergo a conversion to alternative fuels in the future. The Company
Wind Scylla and Wind Zaratan
Cadeler took on management of these vessels at the end of 2023, and in future report-
ing, we will also include statements on initiatives taken to reduce CO2e emissions and
other environmental impacts from these vessels.
48
2023 emissions
Scope 2
Scope 1
Scope 3
Scope 1 - direct emission sources
Scope 2 - indirect emission sources
Scope 3 - indirect emission sources
Tonnes CO2e
25,479.30
Tonnes CO2e
22.66
Tonnes CO2e
780.85
% of Cadeler's emissions in 2023
96.94%
% of Cadeler's emissions in 2023
0.09%
% of Cadeler's emissions in 2023
2.97%
Vessel marine gas oil (MGO) and all lube oil consumption (tank to Office electricity consumption, office heat consumption,
Currently limited accounting, air travel for vessel and office
personnel, helicopter crew changes, to be expanded in 2024
reporting to capture emissions more fully.
wake emissions), fuel for company cars, vessel F-gas related
emissions. Cadeler has updated its accounting guidelines to ac-
count for all vessel MGO related emissions as Scope 1. Some on
hire periods were categorised as Scope 3 in past years. While we
still don’t have control over every operational decision on certain
contracts, we believe, by categorizing all vessel MGO emissions
as scope 1, we take greater ownership of our vessels’ impact on
the environment.
electricity for company electric cars
49
Emissions Intensity
Cadeler views every MW of wind power installed or repaired as a service providing socie-
tal benefit, so the aim is to maximise the Company’s positive impact against the nega-
tive impact of greenhouse gas emissions from operations. To improve upon this metric,
Cadeler strives to maximise the usage of its vessels for projects which support the en-
ergy transition, while reducing the emissions from operations via improvements to the
technical systems on our existing and future vessels, improve its operational practices,
and ensure its vessels maintain their ability to serve the requirements of the offshore
wind market. In line with the Company-wide net zero goal, Cadeler will aim to approach
zero tonnes of CO2e emitted from our vessel engines per MW installed or serviced by
2035, from a 2021 baseline.
KPI 1: GHG Emissions per MW installed or serviced (tCO2e/MW) → Scope 1 CO2e emis-
sions versus our annual installation of wind turbine generators and foundations and
maintenance of offshore wind power capacity.
The core purpose of Cadeler is to support the transition to a renewables-based energy
grid. Hence, we see importance in judging vessel performance based on the efficiency of
supporting the installation and maintenance of turbines in terms of how much carbon
the vessel emits (negative impact) per MW of offshore wind power installed or serviced
(positive impact).
Scope 1 emissions (tCO2e) per MW installed or serviced
Cadeler is working to reduce the emissions intensity of its operations and improve the
performance of its assets. In order to achieve this target, the Company needs a baseline
upon which it can improve. Our baseline year has been defined as 2021, the first full year
Cadeler operations as an independent entity.
Last year, Cadeler defined two new metrics for tracking emissions intensity: 1) Emissions
per MW installed or serviced and 2) Emissions per Revenue. We intend to report these
metrics on an annual basis. This year, we will slightly adapt these metrics from focusing
on vessel engine emissions to all scope 1 emissions. This is the consequence of Cadeler
redefining the split between scope 1 and scope 3 emissions in 2023; this change has
moved all vessel engine related emissions into the scope 1 category and therefore pro-
vides a simpler definition going forward. The majority of scope 1 emissions are attributa-
ble to running of the vessel engines, so the figures presented here are very comparable
to the data presented last year.
50
Emissions Intensity
Continued from previous page
KPI 2: GHG emissions per EUR revenue (tCO2e/Million EUR) → Scope 1 CO2e emissions
versus our annual revenue has been incorporated in 2023 as a key metric for Cadeler.
This KPI reflects our commitment to drive decarbonisation strategies that align with our
Company’s growth objectives, driving innovation and efficiency across our operations.
Measuring and managing our environmental footprint in a transparent manner that inte-
grates sustainability with our business success is our way to show accountability.
Scope 1 emissions (tCO2e) per Revenue (mEUR)
5511
Environmental Performance Data
unit
Tonnes
Tonnes
Tonnes
Tonnes
Tonnes
Tonnes
Tonnes
Tonnes
Tonnes
m3
2023
25479.30
22.66
780.85
26282.81
155.97
451.52
8.34
2022
24905.21
22.15
666.38
25593.74
151.34
330.68
-
2021
2020
Scope 1 CO2e*
36845.50
23190.03
Scope 2 CO2e
15.65
7.78
Scope 3 CO2e*
418.85
270.00
Total CO2e
37280.00
23467.81
SOx
224.57
133.12
NOx
490.68
290.85
Particulates - PM10
-
-
Particulates - PM2.5
7.10
-
-
-
NMVOCs
14.50
11152.75
180.90
0.52
73.40
9856.65
182.80
0.78
108.92
64.56
Fresh water consumed
11672.00
12769.00
Plastic waste disposed (vessels)
m3
279.40
195.64
HFC-134A
Kg
1.00
15.00
HFC-404A (We have phased out use of HFC-404A from 2020)
Kg
-
-
-
-
HFC-407C
Kg
23.50
7.00
52.90
20.65
-
19.00
80.20
HFC-407F
Kg
-
-
-
-
-
-
-
-
-
-
HFC-410A
Kg
-
HFC-R32
Kg
-
-
HFC-452A
Kg
-
-
Uncontained Spills (hydrocarbon or chemical)
Occurrences
1.00
2.00
* Scope 1 and Scope 3 redefined in 2023 to consider all emissions related to combustion of MGO in vessel engines as Scope 1. 2020, 2021, and 2022 restatements available in table above
52
Environmental Improvement Programme
Protecting the marine environment
Focus on circularity and reducing our consumption of resources
Cadeler is committed to meeting all environmental regulations for the operation of its
vessels in accordance with the laws under which it operates and the Danish Flag State.
The use of resources and the production of waste across our operations will receive a
greater focus, as there is potential for improvement and the Company’s stakeholders
have highlighted the topic as an important area for improvement.
Aiming for zero spills
The Company has placed a high priority on ensuring zero spills of hydrocarbons and
other toxic substances into the marine environment. Checks are performed to ensure
proper storage of chemicals and hydrocarbons on board and that sufficient secondary
containment is available. Each vessel carries a shipboard marine pollution emergency
plan (SMPEP) and regularly performs ship oil pollution emergency plan drills (SOPEP).
Cadeler had one minor spill on a quayside in 2023 (approximately 1 litre). We are uncer-
tain whether any oil entered the water but have decided to categorise this incident a spill
to the marine environment for transparency.
Overall improvement target
By 2030, Cadeler aims to reduce waste from its own operations by 50%. We intend to
achieve this target by avoiding production of waste where possible and improving our
rates of recycling and reusing waste.
Waste production and management
Cadeler previously highlighted the use of single-use plastics, as this is a waste category
with elevated potential to negatively affect the marine environment. Cadeler will con-
tinue its aim to avoid single-use plastics wherever substitutes can be found and will also
expand its attention to all categories of waste. Cadeler intends to place a greater focus
on reducing the production of waste from its operations and supply chain. Cadeler also
intends to put more effort into ensuring the recycling and reuse of waste, wherever pos-
sible. Cadeler will consider whether improvements require an update to our garbage
management plan during 2024.
Ballast water protocols
To prevent the spread of invasive aquatic species, Cadeler complies with the Ballast Wa-
ter Management Convention. The vessels have a ballast water management plan, keep a
ballast water record book and have an international ballast water management certifi-
cate. In 2021, ballast water treatment plants were installed on board, ensuring compli-
ance with the D-2 Ballast Water Performance Standard. All newbuilds will be delivered
with ballast water treatment plants. After the incorporation of Eneti into the Cadeler busi-
ness, Cadeler still maintains a fleet with 100% utilisation of ballast water treatment plants
onboard.
Installation of new tap water systems
Cadeler installed new Hatenboer tap water systems onboard Wind Orca and Wind Os-
prey in 2023. The Company implemented the change with the intention of reducing plas-
tic waste. The system ensures crews and clients have access to fresh drinking water us-
ing the vessels potable water system, eliminating the requirement for delivery of fresh
water in plastic drums to the vessels.
53
Environmental Improvement Programme
Continued from previous page
Consider end of life for assets and project equipment
▶
▶
▶
The cranes are each capable of lifting 1200 t with a boom length of 115 m.
The cranes were sold including all spare parts in Cadeler storage in Esbjerg.
It is important that the Company also find solutions for the eventual recycling and reuse
of components from its vessels and the major components used for operations, such as
sea fastening. Cadeler will consider whether a second life can be found for any key com-
ponents and will investigate how it can ensure that eventual recycling of its assets is per-
formed in a responsible manner.
The new owner is Hapo International Barges, a specialist in providing heavy lift ca-
pacity, pontoons, and crane barges around the world.
Additionally, as we enter the foundation installation space, on some contracts, Cadeler
expects to gain responsibility for the design and delivery of secondary steel structures
that serve as the connection point between offshore wind turbines and the monopiles
they are installed. We commit to investigating, alongside our clients, how these struc-
tures can be designed and delivered with a lower overall environmental footprint.
▶
▶
▶
The current plan is that the cranes will be retrofitted to shallow water barges.
Significant engineering work is required to fit the new barge concept.
The retrofitting process will take approx. 9-12 months.
Sale of O-Class cranes
The disassembled 1200 t cranes of Wind Orca and Wind Osprey got a second life instead
of being scrapped. Cadeler signed the sale of both cranes of Wind Orca and Wind Os-
prey to Hapo International Barges. The sales give the cranes a second life destined to
perform heavy load lifting for years to come.
“The sale is one of those absolute win-win situations for both parties. As far as we’re in-
formed, this is the first-time cranes from a WTIVs are being sold to fulfil a meaningful
second life – a solution that is in line with our target to place greater focus on circularity.
We’re very appreciative of Hapo International Barges’ commitment to expand the life-
time for these great cranes that heroically have served Cadeler and the green transition
to renewable wind energy”, said Cadeler’s CEO Mikkel Gleerup.
54
Environmental Management
Cadeler works to meet the environmental legal requirements of the countries in which it
operates. The Company aims to deliver effective monitoring of its impact on the environ-
ment, ensuring risks associated with operations are appropriately identified and man-
aged. To sufficiently manage environmental impact, an organisation must consider all
environmental issues relevant to its operations, such as air pollution, water pollution,
sewage management, waste management, soil contamination, climate change mitiga-
tion and adaptation, and resource use and efficiency.
gases into the atmosphere. The marine gas oil purchased is required to meet the sulphur
emission caps in the North Sea and Baltic regions (0.1% concentration). Additionally, NOx
emissions from the vessels may not exceed the upper limits set in MARPOL Annex VI.
Cadeler records and manages other impacts related to its offshore operations. The
Company monitors consumption of F-gases used as refrigerants. Cadeler also has a wa-
ter management plan in place, under which consumption of fresh water is tracked and
any discharges of ballast water or grey water from the vessels are recorded. Another
core part of environmental management on board the vessels is the garbage manage-
ment plan. Cadeler records its total waste production and ensures segregation of waste
onboard so that it can be properly managed when offloaded on the quayside. The ves-
sels also have a shipboard marine pollution emergency plan, which outlines the practices
intended to prevent spills into the ocean. It ensures the crews know how to act if any in-
cident should occur and have the necessary clean-up equipment available.
To control and improve environmental performance, Cadeler has a management manual,
HSEQ policy and sustainable development policy in place. These documents outline cor-
porate practices for working towards a sustainable future, by maximising positive envi-
ronmental impacts, minimising negative impacts, and holding ourselves accountable for
any damage we may cause. Cadeler’s ISO 14001:2015 certified environmental manage-
ment system establishes the set of formal policies, processes and requirements imple-
mented to minimise environmental impacts from our operations. It covers all Cadeler’s
vessels, operational sites, offices and activities.
The operation of the vessels is the core source of environmental impact, but Cadeler
also records impacts from the onshore segment of the business. Variables tracked in-
clude electricity and heat consumption from the offices, fuel and electricity consumption
from company cars, freshwater consumption, and emissions from flights booked for
business travel.
Emissions for scope 1 and 2 activities are tracked and reported annually. Emissions from
some scope 3 activities are also tracked and reported annually on a limited basis, and in
the coming year, the Company aims to expand its scope 3 reporting towards fully captur-
ing the upstream and downstream impacts related to operations. To report on emis-
sions, Cadeler looks to the GHG Protocol Corporate Standard as its guide. The Company
uses the definition of operational control to set our organisational boundary, so Cadeler
aims to account for emissions from all facilities and assets where it has authority to in-
troduce and implement operating policies, as scope 1 emissions.
Looking forward, Cadeler intends to continue taking voluntary steps to improve environ-
mental performance, measure its environmental performance, and report transparently
on the Company’s impact. Cadeler has designated departments responsible for manag-
ing decarbonisation, sustainable development and environmental issues.
Cadeler has equipment in place on board the vessels for tracking the consumption of
fuel, lube oils and other substances that eventually result in the release of CO2 and other
55
Social
56
Commitment to Health and Safety
Cadeler’s number-one priority remains the health and safety of the people on board its
vessels and in its offices. The Company continuously works to improve its health and
safety processes, ensuring its employees and project partners have a secure workspace.
After the incorporation of Eneti into Cadeler, the focus on health and safety is even
higher as we aim to ensure the same standards are reached on every vessel in our fleet,
that best practices from both sides are implemented, and we speak the same language
around safety across the entire organisation. Cadeler believes all employees contribute
towards the maintenance of a safe working environment and operates an intervention
policy. Every person at a Cadeler work site has the authority and the responsibility to in-
tervene in any job, activity, or scenario, wherever there is a concern for safety.
Cadeler operates with the objectives of ensuring safety at sea, preventing human injury
and loss of life, and avoiding negative impacts on the environment. The safety manage-
ment objectives of Cadeler remain focused on defining safe practices for vessel opera-
tions by controlling all identified risks to the Company’s ships, personnel, and the envi-
ronment; and establishing appropriate safeguards.
Cadeler’s safety management system promotes safe operations by ensuring compliance
with the mandatory rules and regulations of relevant international jurisdictions and flag
state legislation. DNV and Lloyds Register have audited and issued certification that
Cadeler’s systems, processes and operations comply with the requirements of ISO
9001/14001/45001. The relevant flag states, or entities authorised by them, have issued
a ‘Document of Compliance’ that Cadeler operates vessels in compliance with ISM code
requirements. Cadeler continues to improve and customise its management system so
that it better meets the unique needs of its business, providing operations as a transpor-
tation and installation contractor. Since the combination with Eneti in Dec 2023, Cadeler
has operated on separate systems, but we are working to integrate the management
systems and merge KPI reporting during 2024.
57
Health, Safety, Environment and Quality (HSEQ):
Statistics1
20231
2022
2021
2020
2019
Total person working hours2
Fatalities
570,700
483,494
459,544
264,672
363,329
0
1
1
-
1
2
-
1
3
-
-
-
-
Lost time incidents
Total recordable cases
1
1
Total recordable case frequency rate
(per million hours worked)3
1.75
1.75
4.14
2.07
6.53
2.18
3.78
0.00
2.75
-
Lost time injury frequency rate
(per million hours worked)4
Cadeler uses two metrics as primary indicators of overall safety performance: total recordable case frequency (TRCF) and lost time injury
frequency (LTIF).
12023 figures include Eneti performance for the portion of the year after the merger (after 19 December 2023)
2Total person working hours: for office employees, calculated based on monthly hours worked as per contract.
For seafarers, calculated as vessel days x 12hrs.
3Total recordable case frequency rate = total recordable cases / total person working hours x 1,000,000.
4Lost time injury frequency rate = lost time incidents / total person working hours x 1,000,000.
5Statistics cover Cadeler’s seafarers and shoreside employees while working at sites for which Cadeler is re-
sponsible (in our office, onboard our vessels, on the quayside reserved for our project works).
58
HSEQ Improvement
Cadeler aims for continuous improvement in its HSEQ performance. This requires a cul-
ture of learning both from internal experience and from industry experience. The Com-
pany constantly strives to update processes and performance in the areas where it sees
the most potential for improving safety.
behaviours and situations will prevent incidents from taking place. Similarly, Quality fo-
cused KPI’s are intended to be established during 2024, and data will be recorded to
track progress of our performance in this area.
Yellow/Red Case Frequency (YRCF):
Towards the end of 2022, Cadeler initiated a safety leadership programme focused at
further strengthening the safety culture within the Company. This programme was intro-
duced to all seafarers on the O-Class vessels and across relevant departments in Febru-
ary and March 2023, and the programme will be introduced on Wind Scylla and Wind
Zaratan in 2024. The safety leadership programme aims at continuous improvement of
the core HSEQ controls in the Company, combined with a concept developed to pro-
mote employee behaviours and attitudes that lead to improved safety performance. A
solid framework to stimulate a strong safety culture is vital as Cadeler grows, and we
must ensure we can maintain and improve our safety culture, regardless of how many
new colleagues are welcomed to the team.
30.00
25.00
20.00
15.00
10.00
5.00
10
8
6
4
2
0.00
0
Cadeler continues to maintain a strong focus on safety observations, both proactive and
reactive. The offshore crews have shown excellent initiative make observations related
to their working environment, noting risks and suggesting potential improvements. To
strengthen the effectiveness of this reporting system, Cadeler presents a monthly safety
award, encouraging all employees to report their observations and also increase the
quality of their reports. This decision has led to better reporting coverage, including more
detailed information. This, in turn, has provided a more solid foundation for reporting
KPIs, and has continued to be a successful aspect of our safety culture throughout 2023.
Total HS Yellow cases
Total HS Red Cases
HS - YRCF (*)
HSE YRCF definition: Yellow/Red Case Frequency is the number of health, safety and
environmental accidents, near misses and observations with a red (high) or yellow (me-
dium) risk potential per million person working hours. The risk potential associated with a
case is defined by Cadeler’s risk assessment matrix, which accounts for the potential se-
verity of risk.
Cadeler continues to track Yellow/Red Case Frequency as a leading indicator, recording
occurrences of high-risk situations that either led to incidents or had the potential to
lead to incidents. The Company’s principle is that focusing on reduction of risky
59
Cadeler Certifications and Management Systems
Company management system
Company certifications
Cadeler operates on an integrated management system that has combined processes
and procedures for the management of safety, environmental, and quality related issues
across our operations. The system includes company policies, general operating proce-
dures, definitions of accountability, emergency plans and risk registers. Post integration
with Eneti, Cadeler has worked to merge the Company management systems and will
continue to do so during 2024.
International Safety Management (ISM)
Certified by DNVGL and Lloyd’s Register.
ISO 14001
Certified by DNVGL and Lloyd’s Register – assurance of our Company environmental
management system.
The Cadeler management system is under continuous improvement, ensuring that all
operations are in line with legal requirements, best practices, and stakeholder expecta-
tions. All Cadeler’s vessels, operational sites, offices, and activities are covered under
the management system and are thereby certified under the standards listed to the
right.
ISO 9001
Certified by DNVGL and Lloyd’s Register – assurance of our Company quality manage-
ment system.
ISO 45001
Certified by DNVGL and Lloyd’s Register – assurance for onshore and offshore sites in
addition to ISM.
eCMID certification
The IMCA eCMID system, which provides the marine and offshore industry with a stand-
ardised format for vessel inspection, is performed by accredited independent IMCA in-
spectors. It offers a health check of the safety management system. Cadeler has been
inspected annually since 2014.
60
Workplace Health Programme
Offshore services
All of our vessels are staffed by qualified medics and feature onboard clinics that offer
services mandated by the flag state. To ensure the well-being of our offshore employ-
ees, a mandatory medical examination is conducted every two years, aligning with indus-
try standards. This precautionary measure aims to mitigate the risk of individuals going
offshore if it poses a threat to their own well-being or the well-being of the rest of the
crew and the vessel.
In addition to providing onboard health services, Cadeler takes responsibility for promot-
ing a healthy lifestyle while onboard. Our vessels are equipped with gyms, facilitating
daily exercise, and full-service canteens that ensure our personnel have access to a var-
ied diet during extended periods at sea.
Onshore offering
Cadeler sustains its health initiative Cadeler Care in a variety of different ways to support
both physical and mental health. Onshore employees benefit from an annual health
check and the opportunity for a comprehensive medical examination every three years.
In our offices, where possible, there is an in-house gym accessible to all employees and
fresh fruit is available on a daily basis. Furthermore, Cadeler provides all employees, both
onshore and offshore, with a supply of vitamins and minerals to match seasonal needs
and the option to receive a flu vaccine at the Company's expense.
First aid training
Offshore personnel are required to participate in recurring trainings on administering first
aid. Additionally, office-based employees are offered a first aid course every two years.
This commitment ensures that, in the event of a health emergency at any Cadeler
worksite, a trained individual in first aid response is readily available.
61
Cadeler as a Workplace
Cadeler not only prioritises a safe and healthy workspace, but also upholds the responsi-
bility of fostering a positive, flexible work environment for its employees. This is the re-
sponsibility of all Cadelers, with the support from two specialised departments: People
and Culture and Marine HR. This division is based on the recognition that Cadeler oper-
ates in two distinct work environments, onshore and offshore, each with its own set of
unique considerations.
In 2023, Cadeler revised its parental care policy for employees based in Denmark to sup-
port a healthy life balance and promote equal opportunities for all family structures.
Cadeler goes above and beyond the statutory laws and regulations in this respect and
offer gender-neutral paid leave and gives additional flexibility to balance life. This policy
therefore acknowledges that employees, irrespective of their personal identity and their
family-constellation, will have the same rights in terms of parental leave, so everyone can
have equal opportunities, flexibility, and support.
Equality, Diversity & Inclusion
One of the ways Cadeler fosters a positive work environment is by being an equal oppor-
tunity employer and cultivating a diverse and inclusive environment. Cadeler views diver-
sity not just as a commitment but as a fundamental aspect of its success. The Company
actively promotes equality, acknowledging that diversity in race, gender, sexual orienta-
tion, religion, age, national origin, and other characteristics contributes to a healthier and
more inspiring work environment. Cadeler is unwavering in its commitment to treating all
individuals with dignity and respect, fostering a workplace that champions diversity and
inclusion while opposing any form of discrimination or harassment.
Cadeler is dedicated to maintaining its standing as an appealing employer, ensuring fair
and market-competitive remuneration for its workforce. The Company adheres to all rel-
evant employment laws and expects the same from the organisations it works with.
Company Growth
Throughout 2023, Cadeler continued to grow as the Company strengthened its teams
with additional resources underwent a merger. As Cadeler grows, it continues to value its
workforce and understands that any company is only as strong as its people. Cadeler
therefore works to safeguard the culture and remains committed to ensuring the right
cultural fit of employees while growing.
Employee statistics
Office based employees
Vessel based employees
Total employees¹
2023
113
182
295
2022
70
2021
58
2020
42
-
2019
33
-
The Company is continually looking for innovative ways to attract new talent and bring
the right people on board. In 2023, Cadeler implemented a new recruitment process to
secure a transparent and professional selection of new colleagues and to ensure con-
sistency in the evaluation of candidates.
162
232
12
70
42
33
Additionally, Cadeler invests in the development of its employees. In 2023, many em-
ployees have undergone training to enhance their skills, and several leaders and poten-
tial leaders have participated in a leadership programme with the intention to build on
their leadership competences to foster stronger teams.
Average number of Cadeler full time equivalent employees for the reporting year. Figures do not include con-
sultants or contractors. Eneti employees, both onshore and offshore, were incorporated by the Company by
end of December 2023. Thus, average number of full-time employees as of 2023 reflect the number of employ-
ees divided by 12 months. Eneti had 99 onshore full time employees and 181 seafarers by the end of 2023.
62
Senior Leadership Team/Executive Leadership Team
Cadeler as a Workplace
Continued from previous page
Collaboration & Involvement
Cadeler encourages high levels of employee involvement and is in continuous dialogue
with employees about the future direction of the Company and their individual motiva-
tion and development. In 2023, Cadeler implemented a new goal setting framework with
a focus on collaboration and involvement, where every employee can see their contribu-
tion to the Company.
On a social level, Cadeler fosters an environment where employees get to know their col-
leagues, both on a professional and personal level, by organizing events and activities
that bring people together.
Workplace Assessment
In 2023, Cadeler again performed a workplace assessment (Danish requirement) to en-
gage its employees on how to improve the workplace. Cadeler included Wind Orca and
Wind Osprey for the first time and saw high levels of participation and engagement, re-
sulting in action plans made by the crews onboard for resolving some of the items identi-
fied.
Leadership Positions
Onshore
Charts to the right and on the next page: diversity statistics for employees at Cadeler.
Note: all diversity statistics account for the status as of 31 Dec 2023.
2025 goal
30% women
63
Gender Balance
Onshore - End of 2023
Gender Balance
Offshore - End of 2023
men
women
Generational Diversity
Onshore - End of 2023
Generational Diversity
Offshore - End of 2023
15
85
249
Under 30
30-50
Over 50
64
Governance
65
Our Structure and Governance of
CSR topics
Cadeler’s framework for corporate governance is intended to decrease business risk,
maximise value and utilise our resources in an efficient, sustainable manner, for the ben-
efit of shareholders, employees and society at large. Further information on Cadeler’s
approach to corporate governance is included in the Corporate Governance section of
the Management Review.
When it comes to management of CSR topics, some of the responsibilities of Cadeler’s
Board of Directors are defined in the Corporate Governance Manual. The Board is re-
sponsible for ensuring that Cadeler has sound internal control and systems for risk man-
agement (including those in respect of corporate values, ethical guidelines, and guide-
lines for corporate social responsibility) that are appropriate and in proportion to the na-
ture and extent of the Company's activities. The Board must, at a minimum, carry out an
annual review on the Company's exposure and control of risks, including CSR topics.
Additionally, the Board is responsible for establishing guidelines for the Company's re-
porting of information via the Annual Report, including sustainability reporting. The Board
ensures this reflects the Company's corporate social governance performance and strat-
egy. The CSR report is issued once per year with the Cadeler Annual Report and covers
the period from 1 January to 31 December.
In order to manage CSR-related topics on a day-to-day basis, Cadeler has an HSEQ de-
partment responsible for matters related to health and safety, a People and Culture de-
partment and a Marine HR department responsible for employment matters, and a De-
carbonisation and Sustainability department driving the Company’s overall sustainability
strategy. A Business Ethics and Legal Compliance Partner joined in Q1 2023. The CEO
takes responsibility over important CSR issues and escalates matters to the Board of Di-
rectors as necessary.
66
Responsible Business
Raising concerns
Bribery and corruption
All employees are encouraged to raise concerns wherever they identify activities which
are not aligned with Cadeler values and behaviours.
Cadeler has a zero tolerance for bribery and corrupt payments in whatever form, whether
given or received, directly or indirectly, anywhere in the world. We seek to address the
risks of bribery and corruption in our value chain through our Supply Chain Sustainability
Code of Conduct, which applies to any suppliers who do work on Cadeler’s behalf. The
processes and procedures through which Cadeler onboards new suppliers is subject to
continuous review and improvement. In 2023 we enhanced our due diligence efforts
through the procurement of an electronic due diligence tool to help identify risks associ-
ated with financial crime, sanctions, and other responsible business practices within our
existing supplier population and as part of the onboarding process for new suppliers. In
the coming year, Cadeler intends to integrate this tool to help formalise processes for
systematically identifying, assessing, and addressing risks related to responsible busi-
ness practices in our supply chain.
Cadeler encourages employees to raise concerns in the first instance directly to line
management. In circumstances where this is not possible or it may be more appropriate
to do so due to the nature or seriousness of the concern, confidential reporting (Speak
Up) channels are available. These can be used by any person with a relationship to
Cadeler (including our suppliers and clients) to raise serious concerns about any sus-
pected violation of the Cadeler Code of Conduct, our policies and procedures or applica-
ble laws and regulations. The reporting channels are supported by procedures that ena-
ble concerns to be raised responsibly and securely without fear of adverse conse-
quences. In 2023, Cadeler's Board reviewed and approved updates to these procedures
to ensure continued alignment with best practice and legislative requirements. A ‘Speak
Up’ notice is communicated to employees internally and is also publicly available on our
website (www.cadeler.com).
Fair competition
Cadeler is committed to complying with national and international standards for ensuring
fair competition. This includes prohibitions on anti-competitive behaviour (such as price-
fixing or the exchange of competitively sensitive information with or between competi-
tors) which may amount to an infringement of applicable competition laws.
67
Responsible Business
Continued from previous page
Human rights and modern slavery
Responsible supply chain
An important part of Cadeler’s commitment to responsible business is respecting human
rights in accordance with internationally recognised standards. There is both a business
and a moral case for ensuring that human rights principles are upheld during our opera-
tions and throughout our value chain. Cadeler recognises that operation of a global busi-
ness means that some resources and services might be procured from higher risk re-
gions. Cadeler acknowledges the material risk of indirectly contributing to human rights
impacts in the supply chain, for example via forced labour or less than fair labour agree-
ments.
Cadeler actively seeks to select and work with suppliers who not only comply with laws
and regulations, but go beyond by setting standards that are expected of an industry
leader. Cadeler has a strong preference to work with suppliers who share the Cadeler
commitment to honesty and integrity and who seek to integrate principles of sustainable
development into all areas of their business.
The Cadeler approach is supported by the Company Sustainable Development Policy
and Supply Chain Sustainability Code of Conduct. This commits Cadeler to preferring to
work with suppliers who share the same standards and promote sustainable develop-
ment.
For this reason, Cadeler continues to work to identify, prevent and mitigate any risk of
adverse human rights impacts resulting from or caused by our business activities. Our
approach is informed by the International Bill of Human Rights, the UN Guiding Principles
on Business and Human Rights, and the International Labour Organisation’s Declaration
on Fundamental Principles and Rights at Work. Cadeler is also a signatory to the UN
Global Compact. Cadeler’s Human Rights Policy sets out our commitment to respecting
the human rights of our employees and those who perform work on behalf of Cadeler
and prohibits the use of all forms of modern slavery, forced labour and human trafficking.
Training and engagement
In our 2022 Annual Report, Cadeler committed to ensuring 100% of relevant employees
were trained in key responsible business topics, such as anti-bribery and corruption as
well as data protection and privacy. In 2023, members of Cadeler's Senior Leadership
Team received face-to-face ethics & compliance training on anti-bribery and corruption,
data protection and privacy, and competition law. In addition, during the course of 2023,
Cadeler's sales teams received tailored face-to-face training on key competition law top-
ics.
In 2023, there were no reported cases concerning potential human rights violations
through Cadeler's confidential reporting (Speak Up) channels, or, to the best of Cadeler's
knowledge, through other available channels.
Cadeler intends to continue these types of training on a recurring basis for the Senior
Leadership Team and other relevant employees.
68
Responsible Business – Relevant Policies and Procedures
Cadeler’s policies outline its social, environmental and corporate responsibilities and es-
tablish the key actions that the Company should take to uphold its values and reach its
targets. The selection of Company policies highlighted in this section cover the core re-
sponsibilities that must be upheld for the Company to operate sustainably.
Health, safety, environment and quality policy
Health & Safety – Cadeler’s top priority is the safe execution of all activities. The ultimate
goal is zero harm, and we believe that all incidents are preventable and that all people
should return home from Cadeler worksites in the same or in a better condition.
Unless otherwise noted, all Cadeler policies apply to all offshore and onshore employees
and other individuals contracted to work for Cadeler. We also encourage all those we do
business with to adhere to similar standards. Cadeler reviews company policies on an
annual basis for their level of effectiveness, promoting continuous improvement.
Environment – Cadeler strives to minimise its environmental impact, not only looking at
the current operations but also at the full asset lifecycle and across its supply chain.
Quality – Cadeler is strongly committed to quality and aims to deliver services that con-
sistently meet or exceed our customers' expectations.
All policy texts are incorporated as part of the Company management manual. Employ-
ees can freely access the documents on the Company intranet.
Our approach: Develop, follow and continuously improve our HSEQ processes; use a risk-
based approach when conducting our activities; nurture a culture of continuous improve-
ment where we learn from activities, successes, failures, incidents and observations; em-
power all people to challenge and stop unsafe acts, conditions, and behaviours; prioritise
working with contractors and suppliers that have similar HSEQ ambitions and goals to
Cadeler.
Human Rights Policy
Reference to the Human Rights Policy is made in the Responsible Business section
above. Cadeler has a responsibility to respect human rights and contribute to positive
impacts for the communities in which it operates. The approach is based on the UN
Guiding Principles on Business and Human Rights. Cadeler prohibits all forms of modern
slavery and the employment of children under the legal minimum age. Cadeler supports
diversity, inclusion and fair compensation.
Sustainable development policy
Cadeler aims to work towards a sustainable future in everything it does and work towards
alignment with the UN Sustainable Development Goals. Cadeler commits to reducing the
carbon intensity of our operations, improving the energy efficiency of our assets, mini-
mising the use of resources, and working towards a circular economy. Cadeler will pro-
vide a working environment that prioritises workers’ rights and promotes an atmosphere
of equality and respect. The Company will practise good business ethics, ensure safe-
guards against corruption and other unethical behaviour, and protect internationally pro-
claimed human rights in its operations and across its supply chains.
69
Responsible Business – Relevant Policies and Procedures
Continued from previous page
Cadeler Code of Conduct
Supply chain sustainability Code of Conduct
The Cadeler Code of Conduct outlines the principles and guidelines essential for main-
taining ethical business practices and integrity within the organisation. With a commit-
ment to compliance with all applicable laws and regulations, Cadeler emphasises the im-
portance of conducting business with honesty, fairness, and professionalism. This ex-
tends to interactions with employees, clients, suppliers, and the communities in which
Cadeler operates. The Code establishes clear expectations for Cadeler’s employees, of-
ficers, and directors to adhere to high standards of business ethics and corporate gov-
ernance in their day-to-day operations.
Cadeler actively seeks to select and work with suppliers who not only comply with laws
and regulations, but go beyond by setting standards that are expected of industry lead-
ers. We also have a strong preference to work with suppliers who share our commitment
to honesty and integrity and who seek to integrate principles of sustainable develop-
ment into all areas of their business. The Cadeler supply chain sustainability code of con-
duct sets out our expectations around protection of human rights (including labour rights
of the workers in our supply value chain), management of environmental impacts, health
and safety standards, and requirements for business ethics and community issues.
Key areas addressed in the Code include conflicts of interest, competition and antitrust
laws, anti-bribery and corruption, insider trading, political contributions, and use of com-
pany property and information. Cadeler prohibits the acceptance or offering of ad-
vantages to influence business dealings, emphasises the importance of observing local
laws in all jurisdictions of operation, and outlines procedures for engaging with agents,
consultants, and suppliers. Additionally, the Code addresses issues related to procure-
ment, record-keeping, confidentiality, social media usage, privacy, and compliance with
trade sanctions and anti-money laundering regulations.
More specifically, the document outlines Cadeler’s expectations on the following topics:
Legal and regulatory compliance; not employing forced labour; not employing under-
aged workers; compensation and working hours; non-discrimination and employment
rights; requirements for a grievance mechanism that is available to employees, compli-
ance with EU, US, UK, and Norwegian sanctions; requirements for environmental and
safety management systems; and finally, agreement to upholding proper business eth-
ics, especially around anti-corruption and anti-bribery practices.
To further reduce any risk of poor practice within the supply chains, Cadeler is strength-
ening its system for ensuring suppliers comply with its requirements. The Company im-
plemented a process in 2022 that utilises a more structured approach for gathering sup-
pliers’ agreements to uphold our policies. It also allows for Cadeler or a third party on its
behalf to perform audits of key suppliers, ensuring standards are upheld. Additionally,
Cadeler has started including adherence to its supply chain code of conduct as a con-
tractual obligation for suppliers delivering some critical works.
Compliance with the Cadeler Code of Conduct is mandatory, and it is encouraged to
raise concerns related to non-compliance through established reporting channels. The
organisation underscores its commitment to addressing such concerns promptly and
thoroughly, with potential disciplinary action for individuals found to be in breach of the
Code. By upholding these standards, Cadeler aims to foster a culture of integrity, re-
spect, and responsibility across its operations.
70
Climate Change Risk Management – TCFD recommended disclosures
Governance
Legal: Cadeler complies with Danish, EU, and IMO regulations related to environmental
aspects, recognising the risk of fines for non-compliance with environmental require-
ments for its vessel operations.
Description of Board’s oversight of climate relate risks and opportunities.
A review on climate related issues is scheduled at least annually in coordination with the
publication of the Company sustainable development report. The Board uses this oppor-
tunity to reassess how sustainability is built into the Company's strategy and govern-
ance. Other important matters arising throughout the year would be handled on an as
needed basis. Any items originating from Cadeler's employees would be introduced to
the Board of Directors via the CEO.
Market: Cadeler sees market-related opportunities with the drive towards renewable en-
ergy grid at the core of our business strategy, but we are also pay attention to risks such
as fluctuating prices, especially in fuel and energy, affecting overall operational costs
and the ability to implement renewable or energy-saving technologies.
Management’s role in assessing and managing climate-related risks and opportunities.
As with other organisational risks and opportunities, management is expected to review
climate related risks and opportunities on an ongoing basis and push material risks and
opportunities forward to the Board.
Reputation: The Company is focused on aligning with its goal to support offshore wind
energy development, aiming to avoid economic opportunities in the oil and gas sector
for reputational reasons. Cadeler is working on improving sustainability performance and
quantifying its impacts.
Physical Risks: Cadeler has initiated its first formal climate risk assessment to identify
potential risks to assets, operations, and supply chains. This assessment generally identi-
fied low vulnerability to Cadeler’s own assets through 2035 and some vulnerabilities in
our supply chain due to the risk of severe weather events
Strategy
Describe the climate-related risks and opportunities the organisation has identified over
the short, medium, and long term.
Emerging Regulations: The Company monitors emerging climate-related regulations,
such as EU ETS and EU CSRD, and is preparing for potential impacts and educating rele-
vant teams to manage and mitigate the forecasted impacts.
Describe the impact of climate related risks and opportunities on the organisation’s
businesses, strategy, and financial planning.
Climate related opportunities, related to the expectation for increased climate change
mitigation activities, have largely driven our development with further investments to
support the offshore wind industry.
Technology: Cadeler identifies a significant risk in failing to decarbonise its vessels, con-
sidering both competitive and investment perspectives. The Company invests in techno-
logical improvements, including shore power, hybrid battery systems, and improved en-
gine efficiency, to meet decarbonisation goals.
71
Climate Change Risk Management – TCFD recommended disclosures
Continued from previous page
Describe the resilience of the organisation’s strategy, taking into consideration different
climate-related scenarios, including a 2°C or lower scenario.
Cadeler’s risk assessment for its own operations and supply chains considers the RCP
8.5 pathway, considered the worst case scenario developed by IPCC. Our carbon reduc-
tion targets aim to meet the requirements of the Paris Agreement, which calls for reduc-
tion of 45% by 2030 and net-zero by 2050 in order to keep global warming under 1.5°C.
Metrics and Targets
Disclose the metrics used by the organisation to assess climate related risks and oppor-
tunities in line with its strategy and risk management process.
Scope 1 and 2 greenhouse gas emissions are measured and reported in terms of carbon
dioxide equivalence. The Company currently reports scope 3 emissions on a limited ba-
sis and is working to present a fuller picture by publication of the 2024 annual report.
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emis-
Risk Management
sions, and the related risks.
Describe the organisation’s processes for identifying, assessing and managing climate-
related risks.
Please see page 52
Cadeler has designated resources focused on the issues of decarbonisation and sus-
tainable development, including climate related risks. At the beginning of 2023, the Com-
pany had one sustainability manager, but has established a department focused on this
type of issue in the course of 2023. The decarbonisation and sustainability team reports
into the Senior Leadership Team via the Chief Technical Officer. In 2023, Cadeler initi-
ated a process for identifying climate related physical risks faced by the Company and
within its supply chain.
Describe the targets used by the organisation to manage climate-related risks and op-
portunities and performance against targets.
Please see pages 45-55
Describe how processes for identifying, assessing, and managing climate-related risks
are integrated into the organisation’s overall risk management.
These processes are currently handled by the decarbonisation and sustainability depart-
ment with identified risks being escalated to management and board level on an as-nec-
essary basis. In the future, the organisation will benefit from formally integrating manage-
ment of climate related risks into the Company annual risk management processes.
72
Sustainability Accounting Principles
Reporting framework – inspired by GRI standards. The SASB Sustainability Disclosure
Topics and Accounting Metrics for Engineering and Construction Services and Marine
Transport are covered in Appendices ESG.1 and ESG.2. A GRI Content index is available
in Appendix ESG.3. See pages 212-221.
Emission conversions and calculations
Scope 1 CO2e
Direct GHG (Kyoto Protocol gases) based on emissions of CO2, CH4, and N2O from com-
bustion of marine gas oil (MGO) in our vessel engines and emissions from company cars.
The report covers Cadeler’s performance from 1 Jan 2023 until 31 Dec 2023
All emissions from and consumption of lube oils and SF6, NF3, HFC and HCFC emissions
reported as resulting from scope 1 emissions. Carbon intensity factors extracted from UK
Government GHG Conversion Factors for Company Reporting. Cadeler fuel records are
verified annually by DNV-GL for IMO DCS reporting.
Boundaries for the scope of this report
Not all indirect impacts of our operations are covered in this report. For safety statistics,
the data covers Cadeler employees while at work sites for which Cadeler has responsibil-
ity. Safety management and improvement processes are focused on keeping all persons
safe while present on a Cadeler-controlled work site. The boundaries placed on environ-
mental impact are as follows: Cadeler considers direct impact from the operation of its
vessels and offices, and the use of company cars. The Company considers indirect im-
pact from flights taken by office employees and offshore crew for business purposes,
helicopter crew changes, etc. All categories include Eneti data for the few days in 2023
post-merger, but not the period prior to the business combination. Cadeler has not yet
accounted for all indirect impact of operations - for example, the environmental impact
from our supply chain (i.e. production and transportation of goods and equipment from
production sites to our vessels), or the downstream emissions from treatment of waste
produced by our operations. The Company intends to begin fuller accounting for indirect
scope 3 emissions in by publication of the 2024 report.
Scope 2 CO2e
Indirect GHG based on consumed electricity/heat in our offices and electricity consump-
tion for company electric cars. CO2e is considered to be the summation of the CO2 equiv-
alent emissions for CO2, CH4, and N2O. Carbon intensity (per kWh) is calculated using the
emissions data for the Danish electrical grid as published in the annual Environmental
Report released by Energinet.dk: https://energinet.dk/om-publikationer/publika-
tioner/miljoredegorelse-2021/. Global warming potential for each gas extracted from the
US Environmental Protection Agency Website: https://www.epa.gov/ghgemissions/un-
derstanding-global-warming-potentials.
Scope 3 CO2e
Flight GHG data provided by our travel agency, Marine Travel, based on all flights booked
for Cadeler seafarers and office personnel in 2023. Marine Travel uses a conversion fac-
tor of 0.00018 tonne CO2e/km for flights < 1,000 km and 0.00011 tonne CO2e/km for
flights > 1,000 km. Helicopter crew transfer: fuel consumption per flight (stated by flight
provider) x percentage of passengers who are Cadeler crew x CO2e emission factor. Addi-
tional, fuller reporting of other Scope 3 emissions to be in place by the publication of our
2024 annual report.
73
Sustainability Accounting Principles
Continued from previous page
SOx
We only track SOx due to marine gas oil combustion. Cadeler uses MGO with a sulphur
content of maximum 0.1% of the fuel weight. Conversion figure, from Lloyd’s Register
Engineering Services (1995), given as 20 x fuel sulphur content (kg/tonne)
NOx
NOx is also only tracked due to marine gas oil combustion. Cadeler has updated its
method in 2023. We now refer to the EMEP/EEA air pollutant emission inventory guide-
book (2019 database) as the updated source of conversion factors for estimating our
NOx emissions. Based on our vessels’ Tier II, medium speed engines, we estimate NOx
emissions of 57.9 kg per tonne of MGO combusted.
Particulates
Also updated to use conversion factors from the EMEP/EEA air pollutant emissions in-
ventory guidebook (2019 database). The PM10 emission factor is considered to be
1.07kg/tonne marine gas oil and the PM2.5 emissions factor is considered to be 0.91
kg/tonne marine gas oil.
NMVOCs
Updated to also refer to refer to the EMEP/EEA air pollutant emission inventory guide-
book (2019 database). Emission factor considered to be 1.86 kg/tonne MGO.
74
EU Taxonomy
75
EU Taxonomy
“The EU Taxonomy is a classification system, establishing a list of environmentally sus-
tainable economic activities. It could play an important role helping the EU scale up sus-
tainable investment and implement the European green deal. The EU taxonomy would
provide companies, investors and policymakers with appropriate definitions for which
economic activities can be considered environmentally sustainable. In this way, it should
create security for investors, protect private investors from greenwashing, help compa-
nies to become more climate-friendly, mitigate market fragmentation and help shift in-
vestments where they are most needed.” – from the European Commission
Do no significant harm (DNSH)
Cadeler is in the process of assessing compliance with the DNSH requirements for cli-
mate change mitigation activity 4.3.
Climate Change Adaptation
During 2023, Cadeler performed a risk assessment for the impact of climate change on
its assets and key parts of its supply chain, including ports and suppliers of key equip-
ment for our operations. The assessment considered the representative concentration
pathway scenario 8.5 (RCP 8.5), considered the worst case scenario as identified by
IPCC, but only considered impacts through 2035, with the timespan based on Cadeler’s
visibility on its scope of operations.
Cadeler expects that reporting alignment of economic activities with EU Taxonomy will
become a requirement for the Company, based on its profile, from 2024. In late 2022, the
Company initiated the process of categorizing its economic activities and ensuring that
eligible activities are aligned with EU Taxonomy requirements. Cadeler expects to be
able to report on Taxonomy-alignment of its activities in its next annual report. This year,
Cadeler still finds value in sharing the Taxonomy-eligibility of its economic activities to
give an indication of which proportion of the Company’s activities have potential to be
aligned.
The Company identified risks related to changing wind patterns, precipitation patterns,
and flooding that may impact operations and its supply chain. Vulnerability in our own
operations was generally judged to be low as our assets are not in fixed locations, but
some vulnerability was identified in our supply chains when it comes to delivery of key
equipment and services.
Cadeler’s core purpose of operation is to support installation of offshore renewable en-
ergy sources. This activity supports climate change mitigation and can be aligned with
the EU Taxonomy when performed in a way that does no significant harm to the other 5
environmental objectives of the Taxonomy and preserves the social minimum safe-
guards. The majority of the Company’s eligible economic activities, relating to installation
of offshore wind energy, can be categorised as activity 4.3 – electricity generation from
wind power. This activity supports the Taxonomy objective of climate change mitigation.
Sustainable use and protection of water and marine resources
In the case of construction of offshore wind, the activity cannot hamper the achievement
of good environmental status as set out in Directive 2008/56/EC of the European Parlia-
ment and of the Council, requiring that appropriate measures are taken to prevent or
mitigate impacts in relation to the Directive’s Descriptor 11 (Noise/Energy). Cadeler is as-
sessing its construction activities and has already highlighted a few measures that miti-
gate potential impacts. For example, on foundation installation projects, noise mitigation
techniques are used to reduce noise pollution escaping into the surrounding marine en-
vironment where environmental impact assessments pre-project have identified ele-
vated risk of exposure to marine mammals in the area.
76
EU Taxonomy
Continued from previous page
Transition to a Circular Economy
Human rights
The activity assesses availability of and, where feasible, uses equipment and compo-
nents of high durability and recyclability and that are easy to dismantle and refurbish.
Cadeler has a garbage management plan for its vessels and has added a focus on circu-
larity and the reduced use of resources to its sustainability strategy. The Company will
assess whether additional initiatives should be established to ensure it does its part in
transitioning to a circular economy.
Cadeler’s safeguards include a Human rights policy, a code of conduct, and supply chain
code of conduct, and the policy document which outlines the Company’s due diligence
process and documentation of risk assessments performed. Additionally, the Company
has designated responsibility in the area of Human Rights and has a policy for remedia-
tion and mitigation of any potential human rights impacts. Finally, Cadeler reports annu-
ally on its human rights impacts.
Pollution prevention and control
Grievance Mechanisms
This category is not applicable for alignment with Taxonomy activity 4.3, but Cadeler op-
erates its vessels in accordance with MARPOL.
Cadeler has a Speak Up hotline in place which is available to our employees and the gen-
eral public and allows for anonymous contact. The Company also has an operations
manual in place for this grievance mechanism.
Protection and restoration of biodiversity and ecosystems
It is legally required that all offshore windfarms in the EU and UK have an environmental
impact assessment performed before the approval for construction is granted. Cadeler
doesn’t guide the process at the windfarm level, but it does collaborate with its clients
concerning operational measures which may address, reduce or mitigate any potentially
negative impacts upon biodiversity and the ecosystem.
Consumer Interests
Cadeler operates in accordance with EU requirements.
Anti-Corruption
Cadeler has a code of conduct and relevant policies that informs employees of ex-
pected behaviour. The Company also maintains documentation of incidents, conducts
internal training, documents risk monitoring processes, has procedures for internal or-
ganisational control, and shares necessary information publicly.
Minimum Safeguards
Cadeler has a set of policies in place that outline its commitment to protect human
rights, prevent corruption, and promote fair competition and taxation. The Company also
has a set of processes and procedures that are intended to engrain its policies into the
Company’s systems and working culture. Over the next year, the Company will continue
to evaluate and strengthen its processes and procedures to ensure they are robust
enough to guarantee that social minimum safeguards are in place.
Competition
The Company covers this topic in its code of conduct and offers internal training on
competition issues.
77
EU Taxonomy
Continued from previous page
Taxation
KPI for Taxonomy-aligned OpEx
Cadeler has a public tax policy which outlines practices and commitment to compliance
with tax regulations in all jurisdictions in which it operates.
OpEx is defined as Taxonomy-aligned OpEx divided by the total OpEx. However, the EU
Taxonomy defines OpEx differently than IFRS as it only considers direct costs for:
▶
▶
▶
▶
▶
Research and development, excluding overhead
Building renovation
Taxonomy KPIs
Taxonomy eligibility and alignment is expressed with three KPIs. These are calculated as
the portion of turnover, CapEx and OpEx that is Taxonomy-eligible and Taxonomy-
aligned.
Short-term lease agreements
KPI for Taxonomy-aligned turnover
Maintenance, upkeep and repairs
The proportion of Taxonomy-eligible activities has been calculated as net turnover from
products and services associated with Taxonomy-aligned activities divided by total net
turnover.
Any other direct expenditure related to the routine maintenance of tangible assets by
the Company or by any third-party to which activities, that are necessary to ensure
the continued and effective functioning of such assets, are outsourced.
KPI for Taxonomy-aligned CapEx
CapEx is defined as Taxonomy-aligned CapEx divided by total CapEx. The total CapEx
consists of additions to tangible and intangible fixed assets before depreciation, amorti-
sation, and any re-measurements. It includes acquisitions of property plant and equip-
ment, intangible assets, leases with usage rights, and investment properties.
78
EU Taxonomy - Turnover
Substantial
contribution criteria
DNSH criteria
('Do Not Significant Harm')
Taxonomy-
aligned
proportion
of Turno-
ver 2023
Absolute
Turnover
2023
Climate
change
mitiga-
tion
Climate
change
adap-
Climate
change
mitiga-
tion
Climate
change
adap-
Water
Biodi-
versity
and eco-
systems
Category
(enabling
activity)
Propor-
tion of
Turnover
and ma-
rine re-
sources
Minimum
safe-
guards
Category
(transitional
activity)
Circular
economy
Economic activities
Code(s)
(mEUR)
tation
tation
Pollution
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally
sustainable activities
(Taxonomy-aligned)
4.3 - Electricity gener-
F42.22
N
N
N
N
n/a
N
N
0
0%
0%
0%
0%
ation from wind power
Turnover of environ-
mentally sustainable
activities (Taxonomy-
aligned) (A.1)
0
0%
0%
0%
0%
A.2 Taxonomy-Eligible
but not environmen-
tally sustainable activi-
ties (Not Taxonomy-
aligned activities)
4.3 - Electricity gener-
ation from wind power
108.6
100%
100%
0%
Turnover of Taxon-
omy-eligible but not
environmentally sus-
tainable (Not taxon-
omy-aligned) (A.2)
F42.22
108.6
108.6
100%
100%
100%
100%
0%
0%
Total (A.1 + A.2)
0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxon-
omy-non-eligible ac-
tivities
0
0%
Total (A + B)
108.6
100%
79
EU Taxonomy – CapEx
Substantial
contribution criteria
DNSH criteria
('Do Not Significant Harm')
Taxonomy-
aligned
proportion
of CapEx
2023
Absolute
CapEx
2023
Climate
change
mitiga-
tion
Climate
change
adapta-
tion
Climate
change
mitiga-
tion
Climate
change
adapta-
tion
Water
Biodi-
versity
and eco-
systems
Propor-
tion of
Turnover
and ma-
rine re-
sources
Minimum
safe-
guards
Category
(enabling
activity)
Category
(transitional
activity)
Circular
economy
Economic activities
Code(s)
(mEUR)
Pollution
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally
sustainable activities
(Taxonomy-aligned)
4.3 - Electricity gener-
ation from wind power
F42.2
2
0%
0%
0%
N
N
N
N
n/a
N
N
0%
0
CapEx of environ-
mentally sustainable
activities (Taxonomy-
aligned) (A.1)
0%
0
0%
0%
0%
A.2 Taxonomy-Eligible
but not environmen-
tally sustainable activi-
ties (Not Taxonomy-
aligned activities)
4.3 - Electricity gener-
ation from wind power
514.9
100%
100%
0%
CapEx of Taxonomy-
eligible but not envi-
ronmentally sustaina-
ble (Not taxonomy-
aligned) (A.2)
F42.2
2
514.9
514.9
100%
100%
100%
100%
0%
0%
Total (A.1 + A.2)
0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-
non-eligible activities
0
0%
Total (A + B)
514.9
100%
80
EU Taxonomy - OpEx
Substantial
contribution criteria
DNSH criteria
('Do Not Significant Harm')
Taxonomy-
aligned
proportion
of OpEx
2023
Absolute
OpEx
2023
(mEUR)
Climate
change
mitiga-
tion
Climate
change
adap-
Climate
change
mitiga-
tion
Climate
change
adapta-
tion
Water
Biodi-
versity
and eco-
systems
Propor-
tion of
Turnover
and ma-
rine re-
sources
Minimum
safe-
guards
Category
(enabling
activity)
Category
(transitional
activity)
Circular
economy
Economic activities
Code(s)
tation
Pollution
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally
sustainable activities
(Taxonomy-aligned)
4.3 - Electricity gener-
F42.22
0
0%
0%
0%
N
N
N
N
n/a
N
N
0%
ation from wind power
OpEx of environmen-
tally sustainable ac-
tivities (Taxonomy-
aligned) (A.1)
0
0%
0%
0%
0%
A.2 Taxonomy-Eligible
but not environmen-
tally sustainable activi-
ties (Not Taxonomy-
aligned activities)
4.3 - Electricity gener-
ation from wind power
6.6
10%
100%
0%
OpEx of Taxonomy-
eligible but not envi-
ronmentally sustaina-
ble (Not taxonomy-
aligned) (A.2)
F42.22
6.6
6.6
10%
10%
100%
100%
0%
0%
Total (A.1 + A.2)
0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy-
non-eligible activities
59.7
90%
Total (A + B)
66.3
100%
81
Green Finance Report
82
Cadeler and Green Finance
Green Loan Facilities
Impact Reporting
Green finance instruments are issued to finance or re-finance eligible green projects, in
whole or in part, that promote the transition towards a low-carbon and climate-resilient
society.
Impact reporting aims to disclose the environmental impact of the Green Projects fi-
nanced under this Framework, and will, where possible, be measured, otherwise esti-
mated. Impact reporting will, to some extent, be aggregated and depending on data
availability, calculations will be made on a best intention basis.
The green financing is supported by the previously announced updated Green Finance
Framework and a Second Party Opinion issued by S&P Global re-confirming a Medium
Green Rating.
Allocation Reporting
Cadeler will continue to publish an annual allocation report as long as there are green fi-
nance instruments outstanding. Cadeler intends to produce an annual statement includ-
ing the following information: the amounts allocated to each of the Green Project cate-
gories and the share of new financing versus refinancing, examples of Green Projects
that have been funded by Green Finance Instruments, the nominal amount of Green Fi-
nance Instruments outstanding and the split between Green Bonds and Green Loans,
and the amount of net proceeds awaiting allocation to Green Projects (if any).
Annual Green Financing Reporting
To keep investors, lenders and other stakeholders informed about the progress of the
Green Projects funded by Green Finance Instruments, Cadeler has agreed to publish a
Green Finance Report on the Company website, either as a separate document or as in-
formation integrated in the Company’s annual sustainability reporting. The Green Fi-
nance Report includes an Allocation Report and an Impact Report and will be published
annually as long as there are Green Finance Instruments outstanding.
At this stage, Cadeler will publish the Green Finance Report as part of the Annual Report.
If any change is made to the location of reporting in future years, a statement will be in-
cluded in the Annual Report.
83
Green Company Financing
In December 2023, Cadeler announced the signing of a EUR 550 million Senior Secured
Green Facilities, The “New Debt Facility”, with a group of banks led by DNB and sup-
ported by Rabobank, Credit Agricole, Danske Bank, Oversea-Chinese Banking Corpora-
tion (“OCBC”), Standard Chartered Bank and Société Générale. The purpose of the New
Debt Facility is to refinance existing vessels in Cadeler and Eneti following the business
combination between the two companies, as previously announced, to finance crane up-
grades of Cadeler’s two existing O-Class vessels and to fund general corporate and
working capital purposes.
Green Loan Criteria/Company Eligibility Criteria
2023
100%
0%
Share of annual revenue from renewable energy projects
Share of annual revenue from new/existing oil and gas installations
Share of CapEx and OpEx aligned with the green project categories of the
Green Finance Framework
100%
For Green Company Financings qualifying as Green Finance Instruments, an externally
verified Compliance Certificate, outlining alignment with the Green Company Eligibility
Criteria will be shared with the relevant lenders.
The New Debt Facility is made up of two RCFs amounting to EUR 350 million, a EUR 100
million term loan guaranteed by The Danish Export and Investment Fund of Denmark
(EIFO) and a EUR 100 million uncommitted Guarantee facility.
In November 2023, Cadeler also entered into an unsecured green loan facility with HSBC,
the Holdco Facility. A main purpose of the facility is to fund Cadeler’s construction of the
P-Class and A-Class newbuild vessels and upgrade of the existing O-Class vessels with
new cranes. The financing includes a non-committed accordion option of up to EUR 50
million. This underlines Cadeler’s strategic market position.
Company Impact Report – Key Performance Indicators
Unit
2023
0
Number of installed offshore wind turbine foundations
Number of installed offshore wind turbines
number
number
number
MW
136
Number of serviced offshore wind turbines
20
Installed power generation capacity
1412
196.2
25479
16.1
Serviced power generation capacity
MW
GHG emissions and/or fuel consumption from offshore wind installation activities - Scope 1
Scope 1 emissions (tCO2e) per MW installed or serviced
t CO2e
t CO2e/MW
84
Green Company Financing
Continued from previous page
In December 2023, Cadeler announced the signing of a Sinosure-backed Senior Secured
Green Term Loan Facility of up to EUR 425 million P-Class Facility, with a group of banks
led by DNB and supported by Rabobank, Santander, Credit Agricole, CIC, HSBC, KfW-
IPEX, OCBC, Sparebank 1 SR-Bank, Standard Chartered Bank and Société Générale. The
purpose of the P-Class Facility is to part finance Cadeler’s two newbuilds, Wind Peak and
Wind Pace, to be delivered in Q3 2024 and Q2 2025.
Impact Report
The 425 million facility is financing for vessels that are not yet in operation. Once Wind
Peak and Wind Pace are in operation, Cadeler will provide a report on the impacts of
these specific vessels. Until then, please refer to our impact metrics reported on Com-
pany-wide basis on page 84.
The P-Class Facility is 90% insured by China Export & Credit Insurance Corporation (“Si-
nosure”) and will be made available in two loans when the newbuilds are delivered from
COSCO Shipping (Qidong) Offshore Co. Ltd.
For Green Project Financing, an independent auditor appointed by Cadeler will on an an-
nual basis provide a limited assurance report confirming that an amount equal to the net
proceeds from such Green Finance Instruments have been allocated to Green Projects.
Allocation Project Category
Allocation Report
Installation
Waste and
Proceeds
allocated
To be
allocated
and
Key enabling
equipment
Weather
stations
Debt Issue
Issued
Maturity
12 yrs
Proceeds
wastewater
Project funded
maintenance
vessels
management
Senior Secured Green
Term Loan Facility
Wind Peak and Wind
Pace Newbuilds
22/12/2023
EUR 425m
EUR 425m
EUR 0m
100%
85
Consolidated
Financial
Statements
86
Consolidated Statement of Profit and Loss
and Other Comprehensive Income
Note
2023
2022
2021
EUR’000
Note
2023
108,622
(59,858)
48,764
137
2022
106,424
(49,537)
56,887
-
2021
60,938
(38,879)
22,059
-
EUR’000
Other comprehensive income
3
Revenue
Items that may be reclassified to profit or
loss
4
Cost of sales
Gross profit
Exchange differences on translation of for-
eign operations
5
4
Other operating income and expenses
Administrative expenses
Operating profit
(6,724)
(18,505)
(776)
-
905
438
-
-
-
-
-
-
(34,458)
14,443
(15,696)
41,191
(10,925)
11,134
25
25
25
Cash flow hedges - changes in fair value
Cash flow hedges - interest recycled
Cash flow hedges - cost of hedging
Other comprehensive income after tax
(3,621)
(29,626)
10
10
Finance income
1,541
(4,486)
11,498
4,031
(9,681)
35,541
1,795
(5,491)
7,438
1,343
Finance costs
Total comprehensive income for the period,
net of tax
Profit before income tax
(18,128)
36,884
7,451
Total comprehensive income attributable to:
Equity holders of the parent
11
Income tax credit/expense
Profit for the period
-
-
13
12
(18,128)
36,884
7,451
11,498
35,541
7,451
(18,128)
36,884
7,451
Profit for the period attributable to:
Equity holders of the parent
12
11,498
35,541
7,451
11,498
35,541
7,451
Earnings per share
Basic, profit/loss for the period attributable to
ordinary equity holders of the parent (EUR per
share)
12
12
0.06
0.06
0.22
0.22
0.06
0.06
Diluted, profit/loss for the period attributable
to ordinary equity holders of the parent (EUR
per share)
87
Consolidated Balance Sheet
Note
2023
2022
2021
EUR'000
Note
17
2023
16,947
1,085,632
973
2022
419
2021
402
EUR'000
22
Share capital
Share premium
Reserves
41,839
952,858
(28,283)
26,575
509,542
1,343
18,641
339,400
-
Intangible Assets
18
Property, plant and equipment
Rights-of-use assets
Leasehold deposits
Derivative assets
606,204
287
399,087
464
19
Retained earnings / (Accumulated
losses)
19
1,220
238
195
(7,373)
959,041
4,813
3,108
540,568
-
(32,785)
325,256
-
24, 25
338
3,376
610,524
549
-
Total equity
Total non-current assets
Inventories
1,105,110
1,836
400,148
440
20
24
Provisions
15
14
14
16
Lease liabilities
392
-
209
Trade receivables
Contract assets
30,552
8,880
18,235
19,999
1,699
12
19,530
843
11
Deferred tax liabilities
Deferred charter hire income
Debt to credit institutions
Derivative liabilities
10,191
1,778
-
-
3
1,326
114,230
2,108
117,664
8,822
-
969
Prepayments
9,562
1,497
-
26
204,773
17,957
239,904
32,636
2,086
44,476
-
Current Income tax receivable
Cash and cash equivalents
Total current assets
Total assets
12
24, 25
13
96,608
147,450
1,252,560
19,012
59,506
670,030
2,308
24,618
424,766
Total non-current liabilities
Trade and other payables
Current provisions
45,654
9,703
-
20
20
27
3
Payables to related parties
Current deferred charter hire income
Current lease liabilities
Current income tax liabilities
Current debt to credit institutions
Current derivative liabilities
Total current liabilities
Total liabilities
162
89
63
12,103
601
1,831
279
15,187
298
24
1,224
5
6
26
799
772
28,599
-
24, 25
4,004
-
53,615
293,519
1,252,560
11,798
129,462
670,030
53,856
99,510
424,766
Total equity and liabilities
88
Consolidated Statement of Changes in Equity
Reserves
Foreign cur-
rency transla-
tion reserve
(Accumulated
losses)/ retained
earnings
Hedging
reserves
Cost of hedging
reserves
Share capital
Share premium
Total
EUR’000
2023
Beginning of financial year
26,575
509,542
1,343
-
-
-
-
-
3,108
11,498
-
540,568
11,498
Profit for the year
-
-
Other comprehensive income for the year
Total comprehensive profit for the year
Registration of new shares in relation to business combination
Costs incurred in connection with listing
Changes from business combination
Share-based payments
-
-
-
(19,281)
(19,281)
(3,621)
(3,621)
(6,724)
(29,626)
(18,128)
465,535
(6,955)
-
(6,724)
11,498
15,264
450,271
(6,955)
-
-
-
(23,113)
1,134
(23,113)
1,134
-
-
-
End of financial year
41,839
952,858
(17,938)
(3,621)
(6,724)
(7,373)
959,041
2022
Beginning of financial year
18,641
339,400
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(32,785)
325,256
35,541
1,343
Profit for the year
-
-
-
-
35,541
Other comprehensive income for the year
Total comprehensive profit for the year
Capital increase May 2022
-
1,343
-
-
-
1,343
35,541
36,884
84,752
(2,305)
98,498
(2,869)
352
3,518
81,234
(2,305)
94,082
(2,869)
-
-
-
Costs incurred in connection with May 2022 capital increase
Capital increase October 2022
Costs incurred in connection with October 2022 capital increase
Share-based payments
-
-
-
4,416
-
-
-
-
-
-
-
352
3,108
End of financial year
26,575
509,542
1,343
540,568
89
Consolidated Statement of Changes in Equity
Continued from previous page
Reserves
Foreign cur-
rency transla-
tion reserve
(Accumulated
losses)/ retained
earnings
Hedging
reserves
Cost of hedging
reserves
Share capital
Share premium
Total
EUR’000
2021
Beginning of financial year
15,557
265,742
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(40,236)
241,063
7,451
-
Profit for the year
-
-
-
7,451
Other comprehensive income for the year, net of tax
Total comprehensive profit for the year
Capital increase April 2021
-
-
-
-
7,451
7,451
79,218
(2,155)
(321)
3,084
76,134
(2,155)
(321)
339,400
-
Costs incurred in connection with April 2021 capital increase
Share-based payments
-
-
-
-
End of financial year
18,641
(32,785)
325,256
90
Consolidated Statement of Cash Flows
Note
2023
2022
2021
EUR’000
Cash flow from operating activities
Profit for the period
11,498
35,541
7,451
Adjustments for:
4
18
10
5
Depreciation and amortisation
Impairment of fixed assets
23,048
5,000
1,898
(137)
22,684
16,479
-
-
4,506
-
Interest expenses
923
Other operating income and expenses, net
Fair value change of derivatives instruments through profit or loss
Share-based payment expenses
-
-
10
766
-
1,134
43,207
352
(321)
28,115
59,500
Changes in working capital:
Inventories
(1,140)
28,541
(16,087)
-
(109)
(18,029)
660
(128)
(9,883)
2,448
7,463
(5,319)
7,346
1,927
158
Trade receivables and contract assets
Trade and other payables
Receivables from related parties
Payables to related parties
Deferred charter hire income
Net change in working capital
Income tax paid
-
73
26
8,787
20,174
2
(12,999)
(30,451)
(13)
Net cash provided by operating activities
63,383
29,036
30,200
91
Consolidated Statement of Cash Flows
Continued from previous page
Note
2023
2022
2021
EUR’000
Cash flow from investing activities
Cash acquired in a business combination, net
Additions to property, plant and equipment
Disposal of property, plant and equipment
Additions to intangibles
6
18
18
17
10,403
(66,899)
1,800
(31)
-
(224,606)
-
-
(162,941)
-
(434)
(228)
Movement to right of use assets
-
(574)
-
Net cash (used in) investing activities
(54,727)
(225,408)
(163,375)
Cash flow from financing activities
Principal repayment of lease liabilities
Interest paid
24
(569)
(7,143)
-
(228)
(4,234)
(285)
(3,930)
79,218
(2,154)
-
18
Proceeds from issue of share capital
Transaction costs on issues of shares
Proceeds from borrowing net of bank fees (of EUR 12 million in 2023 and EUR 2 million in 2022)
Proceeds from overdraft
183,250
(5,174)
(6,955)
199,935
-
24
24
24
24
113,459
16,067
8,998
(10,000)
-
Repayment of loan
(115,000)
-
(65,000)
(25,065)
213,075
Repayment of overdraft
Net cash provided by financing activities
70,268
71,847
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the period
Net foreign exchange difference
78,924
19,012
(1,328)
96,608
16,704
2,308
-
(61,328)
63,636
-
13
92
Cash and cash equivalents at end of the period
19,012
2,308
Notes to
the Consolidated
Financial
Statements
93
Notes to the Consolidated Financial Statements
Note 1 General Information .................................................................................................................. 96
Note 2 Material Accounting Policies Information..........................................................................97
Note 3 Revenue.........................................................................................................................................114
Note 4 Expenses by Nature.................................................................................................................. 117
Note 5 Other Operating Income and Expenses............................................................................119
Note 6 Business combination.............................................................................................................120
Note 7 Employee Compensation....................................................................................................... 123
Note 8 Long Term Incentive Programs............................................................................................124
Note 9 Board of Directors and Management Compensation................................................. 127
Note 10 Finance Income and Expenses............................................................................................128
Note 11 Income Taxes .............................................................................................................................129
Note 12 Earnings Per Share (EPS).........................................................................................................131
Note 13 Cash and Bank Balances........................................................................................................ 132
Note 14 Trade and Other Receivables...............................................................................................133
Note 15 Inventories...................................................................................................................................134
Note 16 Prepayments...............................................................................................................................134
94
Note 17 Intangible Assets.......................................................................................................................135
Note 18 Property Plant and Equipment.............................................................................................136
Note 19 Right of Use Assets..................................................................................................................143
Note 20 Provisions, Trade and Other Payables ..............................................................................145
Note 21 Deferred Income Taxes ..........................................................................................................146
Note 22 Issued Share Capital ................................................................................................................ 147
Note 23 Commitments and Pledges ..................................................................................................148
Note 24 Financial Risk Management ..................................................................................................150
Note 25 Derivative Financial Instruments .........................................................................................156
Note 26 Financial Liabilities: Interest-bearing Loans and Borrowings...................................160
Note 27 Related Party Transactions ...................................................................................................162
Note 28 Group Information..................................................................................................................... 167
Note 29 Events After Reporting Period .............................................................................................170
Note 30 Authorisation of Financial Statements..............................................................................170
95
Note 1
General Information
Corporate information
Cadeler A/S
(the “Company” or the “Group”) is incorporated and domiciled in Denmark.
The address of its registered office is Kalvebod Brygge 43, DK-1560 Copenhagen, Den-
mark. The Company is listed on the Oslo Stock Exchange (ticker code: CADLR) and on
the New York Stock Exchange (ticker code: CDLR).
The Group is a leading offshore wind farm transportation and installation (T&I) contrac-
tor headquartered in Copenhagen, Denmark. The Group owns and operates four offshore
jack-up windfarm installation vessels, Wind Orca, Wind Osprey, Wind Scylla and Wind
Zaratan. In addition to wind farm installation, these vessels can perform maintenance,
construction, decommissioning, and other tasks within the offshore industry.
The consolidated financial statements of the Group is composed of the Financial State-
ments of Cadeler A/S and its subsidiaries (which are fully owned by the Parent Company
Cadeler A/S). For more information on the subsidiaries of Cadeler A/S please refer to
Note 28.
96
Note 2
Material Accounting Policies Information
2.1. Basis for preparation
The consolidated financial statements included in this Annual Report have been pre-
pared in accordance with IFRS Accounting Standards (IFRS) as issued by the Interna-
tional Accounting Standards Board (IASB) and as endorsed by the EU and further re-
quirements in the Danish Financial Statements Act.
The preparation of these consolidated financial statements in conformity with IFRS re-
quires management to exercise its judgement in the process of applying the Company’s
accounting policies. It also requires the use of certain critical accounting estimates and
assumptions. Areas involving a higher degree of judgement or complexity, or areas
where estimates and assumptions are significant to the consolidated financial state-
ments are further described in note 2.26.
The consolidated financial statements are presented in euros and all values are rounded
to the nearest thousands, except when otherwise indicated.
The accounting policies set out in the notes have been applied consistently in the prepa-
ration of the consolidated financial statement for all the years presented unless stated
otherwise below.
Going concern assessment
The Company’s Board of Directors and Executive Directors have at the time of ap-
proving the consolidated financial statements, a reasonable expectation that the
Group has adequate resources to continue in operational existence for the foreseea-
ble future.
Thus, the Group continues to adopt the going concern basis of accounting in prepar-
ing the consolidated financial statements.
Principles of consolidation
The consolidated financial statements include the parent company, Cadeler A/S, and all
enterprises over which the parent company has control. Control of an enterprise exists
when the Company has exposure, or rights to, variable returns from its involvement with
the enterprise and has the ability to control those returns through its power over the en-
terprise. Accordingly, the consolidated financial statements of the Group are composed
of the Financial Statements of the Company Cadeler A/S and its subsidiaries (which are
fully owned by the Parent Company, Cadeler A/S).
All intra-group assets and liabilities, equity, income, expenses and cash flows relating to
transactions between group enterprises are eliminated in full on consolidation.
Subsidiaries apply accounting policies in line with the Company’s accounting policies.
When necessary, adjustments are made to bring the entities’ accounting policies in line
with those of the Company.
97
Note 2
Material Accounting Policies Information
Continued from previous page
European Single Electronic Format (ESEF)
As a group with securities listed on a regulated market within the EEA, Cadeler A/S is re-
quired to prepare its official Annual Report in the XHTML format and to tag the main con-
solidated financial statements using inline eXtensible Business Reporting Language
(iXBRL) applying a specific ESEF taxonomy. The annual report submitted to the Danish
Financial Supervisory Authority consists of the XHTML document together with required
technical files, all included in a ZIP file named cadeler-2023-12-31-en.zip.
As such, the Annual Report is therefore both human- and machine-readable.
A separate assurance report on the iXBRL tagging of the consolidated financial state-
ments is issued by Cadeler's independent auditors and included on page 201. For gen-
eral use, a PDF version of the Annual Report is published in line with previous years.
The new and amended standards and interpretations that are issued, but not yet effec-
tive, up to the date of issuance of the Group’s financial statements are not expected to
have a material impact on the Group.
2.3. Revenue recognition
When accounting for revenue recognition, an assessment is performed on a con-
tract-by-contract basis at contract inception.
Overall, the Group’s contracts with customers comprise:
•
Revenue from time charter contracts and time charter related activities (re-
ferred to as time charter revenue) and
•
Revenue from transportation and installation (referred to as transportation
and installation revenue stream).
The Group’s accounting policies for each revenue stream are disclosed below.
2.3.1. Time charter revenue
The Group recognises time charter revenue when its customer obtains control of prom-
ised goods or services, in an amount that reflects the consideration that the Group ex-
pects to receive in exchange for those goods or services.
Revenue from time charter contracts is generated from two distinct activities: 1) leasing
of vessels and 2) provision of services within wind farming projects, e.g. catering and ac-
commodation, mobilisation and demobilisation. As such, a time charter contract consists
of a leasing component (the element relating to hire of the vessel) and a service compo-
nent. The service component is within the scope of IFRS 15, while the leasing component
is within the scope of IFRS 16. Refer to Note 2.13 on accounting policy for leases.
2.2. Changes in accounting policies and disclosures
The Group has adopted standards and interpretations effective as of 1 January 2023.
Adoption of new and amended standards and interpretations had no impact on the con-
solidated financial statements.
IASB has issued a number of new or amended accounting standards (IFRS) and interpre-
tations (IFRIC), such as IAS 12 amendments International Tax Reform, Pillar Two Models
Rules. The Group has assessed these accounting standards and interpretations, and
does not anticipate the new standards to have any material impact on either the group’s
figures or disclosures in 2024.
The Group has not early adopted any other standard, interpretation or amendments that
have been issued but are not yet effective.
98
Note 2
Material Accounting Policies Information
Continued from previous page
2.3.1.1 Leasing of vessels
The leasing component is recognised as revenue over time over the charter period. Pay-
ments from customers for the bareboat hire element are recognised over time in accord-
ance with the length of the customer contract. Prepayments from customers for the
leasing component are recognised as deferred charter hire income. Refer to Note 2 2.18
for accounting policy on deferred charter hire income.
While the contracts contain several promises, these are usually considered highly inter-
dependent and highly interrelated and as such considered as one single performance
obligation recognised over time applying a relevant measure of progress. Assessment
hereof is performed on a contract-by-contract basis.
Prepayments from customers for which the service component has yet to be provided
are recognised as deferred income. Revenue is recognised as the service is being pro-
vided, being over the term of the related time charter contract. The Group recognise de-
ferred contract costs for upfront costs of fulfilling a contract.
2.3.1.2 Provision of services within wind farming projects, e.g. catering and accommoda-
tion, mobilisation and demobilisation
To determine revenue recognition for the service component of the time charter ar-
rangements, the Group performs, in line with the requirements of IFRS 15, the following
five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obliga-
tions in the contract; (iii) determine the transaction price; (iv) allocate the transaction
price to the performance obligations in the contract; and (v) recognise revenue when (or
as) the entity satisfies a performance obligation.
Revenue from contracts with customers is recognised when control of the goods or ser-
vices are transferred to the customer at an amount that reflects the consideration to
which the Group expects to be entitled in exchange for those goods or services. At con-
tract inception, once the service component within the time charter contract is deter-
mined to be within the scope of IFRS 15, the Group assesses the goods and services
promised within each contract and identifies as a performance obligation each good or
service that is distinct. Revenue is recognised in the amount of the transaction price that
is allocated to the respective performance obligation when (or as) the performance obli-
gation is satisfied.
In respect of time charter service components, the main promises to the customers gen-
erally include catering and accommodation, mobilisation, demobilisation and bunker ser-
vices.
2.3.2. Time charter related activities
2.3.2.1 Bunker services
The Group is sometimes providing bunker services to help the customers ensure that
sufficient bunker is available to operate the vessels at the right time and in the right qual-
ity and quantity. As such, for certain projects the Group provides bunker procurement
services and assumes responsibility for the logistics and handling of procured bunker.
Management’s assessment of whether a principal or agent relationship exists is based
upon whether the Group has the ability to control the goods before they are transferred
to the customer. This assessment is performed on a contract-by-contract basis at con-
tract inception and takes into account various factors such as whether the Group takes
legal title of the bunker and has the ability to direct the use of the bunker.
2.3.2.2 Variable consideration related to time charter related activities
Variable consideration, for example in respect of weather days and extension of time, is
constrained at contract inception to the extent that it is highly probable that a significant
reversal in the amount of cumulative revenue recognised will not occur when the uncer-
tainty associated with the variable consideration is subsequently resolved.
99
Note 2
Material Accounting Policies Information
Continued from previous page
2.3.3. Transportation & Installation (T&I) revenue
Revenue from T&I consist of installation and transportation of offshore wind turbine
foundations, including activities such as heavy lifting operations, decommissioning and
planning and engineering.
•
Installation of monopiles and secondary steel offshore,
•
Storage and handling at feeder port,
•
Warranty
While the contracts contain several distinct promises, these are considered less interde-
pendent and interrelated and as such considered multiple performance obligation. As-
sessment hereof is performed on a contract-by-contract basis.
Revenue is recognised over time as the service is being provided using a cost-to-cost
method or straight-line recognition, depending on what better depicts the progress of
each separate performance obligation.
Prepayments from customers for which the ser-
vice component has yet to be provided are recognised as deferred income and recog-
nised as revenue over the period during which the services are performed. The Group
recognise deferred contract costs for upfront costs of fulfilling a contract.
Revenue from T&I contracts is generated from two distinct activities: 1) leasing of vessels
and 2) T&I service components. As such, those contracts consist of a leasing component
(the element relating to hire of the vessel) and a service component. The service compo-
nent is within the scope of IFRS 15, while the leasing component is within the scope of
IFRS 16, as described above.
To determine revenue recognition for T&I service components, the Group performs in
line with the requirements of IFRS 15 the following five steps: (i) identify the contract(s)
with a customer; (ii) identify the performance obligations in the contract; (iii) determine
the transaction price; (iv) allocate the transaction price to the performance obligations in
the contract; and (v) recognise revenue when (or as) the entity satisfies a performance
obligation. Revenue from contracts with customers is recognised when control of the
goods or services are transferred to the customer at an amount that reflects the consid-
eration to which the Group expects to be entitled in exchange for those goods or ser-
vices. At
contract inception, once the T&I contract is determined to be within the scope
of IFRS 15, the Group assesses the goods and services promised within each contract
and identifies as a performance obligation each good or service that is distinct. Revenue
is recognised in the amount of the transaction price that is allocated to the respective
performance obligation when (or as) the performance obligation is satisfied.
In respect of T&I service components, the following main promises apply:
•
Planning and engineering,
•
Transport of monopiles and secondary steel from supply port to feeder port,
2.3.3.1 Planning and engineering
The Group provides planning and engineering services to the customer. Such revenue is
recognised over time is based upon percentage-of-completion whereby total costs in-
curred to date are compared with total forecast costs at completion of the planning and
engineering services.
2.3.3.3 Transportation of monopiles and secondary steel from supply port to feeder port
The Group is engaged with transportation of monopiles and secondary steel from supply
port to feeder port. Such revenue is recognised over time based upon percentage-of-
completion whereby total time spend on transportation is compared with total forecast
time at completion of the transportation.
100
Note 2
Material Accounting Policies Information
Continued from previous page
2.3.3.3 Storage and handling at feeder port
The Group has been tasked with the storage and handling of the material used in the in-
stallation. Such revenue is recognised over time is based upon percentage-of-comple-
tion whereby total time spend on storage is compared with total forecast time at com-
pletion of the storage.
Administrative expenses, which include administrative staff costs, share-based compen-
sation, management costs, office expenses, business combination transaction costs
and other administration related expenses, are expensed as they are incurred
2.3.3.4 Installation of monopiles and secondary steel offshore
The Group has been tasked with the installation of the monopiles and secondary steel
offshore. Such revenue is recognised over time based upon percentage-of-completion
whereby total costs incurred to date are compared with total forecast costs at comple-
tion of the planning and engineering services.
2.5. Other operating income and expenses
Other operating income and expenses, include transactions not related to the opera-
tions of the Group, like, gains and losses on sale of non-current assets, and is generally
recognised when it is probable that the benefits and losses associated with the transac-
tion will flow to the Company and if the significant risks and rewards have been trans-
ferred to the buyer (generally when the transaction is finalised).
2.3.3.5 Warranty obligations
The Group provides warranties for the repair of defects which are identified during the
contract and within a defined period thereafter. All are assurance-type warranties, as de-
fined within IFRS 15, which the Group recognises under IAS 37. The Group does not have
any contractual obligations for service-type warranties.
2.6. Business combinations and Goodwill
2.6.1. Business combinations
Acquired businesses are recognised using the acquisition method.
Assets, liabilities, and contingent liabilities of the acquired businesses are measured at
fair value at the acquisition date. The fair values of vessels included in property, plant
and equipment are determined using broker valuations. The fair values of other assets
and liabilities are valued using the approach assessed to be most relevant for the individ-
ual item, which can be either a market approach, an income approach, a cost approach
or a combination of methods.
2.3.3.6 Variable consideration related to installation and transportation activities
Variable consideration, for example in respect of steel prices, bunker prices etc., is con-
strained at contract inception to the extent that it is highly probable that a significant re-
versal in the amount of cumulative revenue recognised will not occur when the uncer-
tainty associated with the variable consideration is subsequently resolved.
2.4. Cost of sales and administrative expenses
Cost of sales consists of expenses directly attributable to the Group’s core activities, in-
cluding seafarers payroll, vessel depreciation, and the operation and maintenance of
vessels.
101
Note 2
Material Accounting Policies Information
Continued from previous page
The purchase price comprises the fair value of the consideration payable/receivable.
This includes the fair value of the consideration already paid/received including the
shares issued, deferred consideration and contingent consideration. The purchase price
is allocated to the identified assets, liabilities and contingent liabilities (net assets) based
on their fair values at the acquisition date and any excess of the purchase price over the
net assets is recognised in the balance sheet as goodwill within intangible assets. In the
event the purchase price is lower than the net assets, the difference is recognised in the
income statement (a gain from a bargain purchase).
2.8. Financial income and expense
Finance income and expenses comprise interest income and expenses and realised and
unrealised exchange rate gains and losses on transactions denominated in foreign cur-
rencies as well as fair value adjustments related to the ineffective part of the financial in-
struments.
Interest income and interest expenses are stated on an accrual basis using the principal
and the effective interest rate. The effective interest rate is the discount rate that is used
to discount expected future cash payments or receipts through the expected life of the
financial asset or financial liability to the amortised cost (the carrying value) of such asset
or liability.
2.6.2. Goodwill
Goodwill arises from business combinations and is determined as the excess of the pur-
chase price over the fair value of the net assets acquired, including contingent liabilities.
Goodwill is allocated to the cash generating unit as determined by Management. Good-
will is not amortised but is tested for impairment at least once a year or sooner if impair-
ment indication arises.
2.9. Borrowing costs
Borrowing costs are capitalised in accordance with IAS 23, where borrowing costs di-
rectly attributable to the construction of assets are capitalised until such a time as the
asset is substantially ready for its intended use. Borrowing costs consist of interest and
other costs that the Group incurs in connection with the borrowing of funds, including
fees for guarantees provided by related parties.
2.7. Employee compensation
Employee benefits are recognised as an expense, unless the cost qualifies to be capital-
ised as an asset.
Employee compensations include wages and salaries, including compensated absence
and pensions, as well as other social security contributions made to the entity’s employ-
ees or public & government authorities. The item is net of support schemes made by
public & government authorities.
2.10. Taxes
2.10.1. Pillar Two Tax Effects
In October 2021, more than 130 countries agreed on a two-pillar approach to reform the
international tax system. The so-called Pillar Two rules are designed to compel multina-
tional corporations with EUR 750 million or more in annual revenue to pay a minimum ef-
fective corporate tax rate of 15% on income received in each jurisdiction in which they
operate.
102
Note 2
Material Accounting Policies Information
Continued from previous page
The principal jurisdictions in which the Group may be exposed to additional taxation as a
result of the Pillar Two rules include Denmark and the United Kingdom (each of which has
enacted legislation implementing the Pillar Two rules), as well as Cyprus (where public
consultation on draft legislation is ongoing). In light of the Group’s total revenue, at 31
December 2023, the Group does not expect to be in scope of the Pillar Two rules in
2024.
The Group is actively assessing the potential future impact of the Pillar Two rules on the
Group’s business. It is the Group’s initial assessment that a portion of its revenues in
each of the relevant jurisdictions will be subject to top-up tax under the Pillar Two rules
as shipping income, which is generally excluded from the computation of income under
Pillar Two. Certain other exclusions may also be applicable and the Group’s analysis of
such exclusions is ongoing.
liability that affects neither accounting nor taxable profit or loss at the time of the trans-
action.
Deferred income tax is measured at the tax rates that are expected to apply when the
related deferred income tax asset is realised or the deferred income tax liability is set-
tled, based on tax rates and tax laws that have been enacted or substantively enacted
by the balance sheet date.
Current and deferred income taxes are recognised as income or expenses in profit or
loss, except to the extent that the tax arises from a transaction which is recognised di-
rectly in equity.
2.10.3. Tonnage tax
Under the scheme, ship-owners (or bareboat charterers) pay a fixed tax amount per net
tonne at their disposal rather than paying taxes based on income, expenses, and depre-
ciation. The Company participates in the Danish scheme from 27 November 2020.
As the vessels are owned and registered by subsidiaries in jurisdictions different than
Denmark, the Group is also subject to tonnage taxation in such jurisdictions. This ton-
nage taxation income is calculated based on a fixed tax amount per tonne.
2.10.2. Income tax
Current income tax for current and prior periods is recognised at the amount expected to
be paid to or recovered from the tax authorities, using the tax rates and tax laws that
have been enacted or substantively enacted by the balance sheet date.
Management periodically evaluates positions taken in tax returns with respect to situa-
tions in which applicable tax regulation is subject to interpretation. It establishes provi-
sions, where appropriate, on the basis of amounts expected to be paid to the tax author-
ities.
This scheme is on a notional income derived from tonnage capacity and not based on
the entities' actual income and expenses, the Group does not consider the scheme to
fall under the rules of IAS 12. Consequently, the tonnage tax expenses are not presented
as part of tax expense in the statement of profit and loss, but are recognised under
costs of sales.
Deferred income tax is recognised for all temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements ex-
cept when the deferred income tax arises from the initial recognition of an asset or
103
Note 2
Material Accounting Policies Information
Continued from previous page
2.11. Inventories
Inventories are carried at the lower of cost and net realisable value. Cost is determined
using the first-in, first-out basis. Net realisable value is the estimated selling price in the
ordinary course of business, less applicable variable selling expenses. Inventory mainly
covers fuel and oil.
Useful life
Vessels and furnished equipment
Up to 25 years
Drydock
5 years
Cars
5 years
Other fixtures and fittings
2 to 3 years
2.12. Property, plant and equipment
Property, plant and equipment are recognised at cost less accumulated depreciation
and accumulated impairment losses.
The cost of an item of property, plant and equipment initially recognised includes its pur-
chase price and any costs that are directly attributable to bringing the asset to the loca-
tion and condition necessary for it to be capable of operating in the manner intended by
management.
The estimated useful life of the vessels of 25 years has been estimated by an external
consultant through a determined fatigue analysis based on the technical specification of
the vessels. Prior to their acquisition, the vessels had already been in use for 8 years,
therefore the remaining useful life of the vessels is estimated at 17 years for all compo-
nents except jacking system and main crane with a remaining useful life of 3 years from
the acquisition of the vessels. Hull and steel have a salvage value of EUR 10 million per
vessel by the end of their useful life. Depreciation is based on costs less the estimated
residual value. Residual value is estimated as the lightweight tonnage of each vessel
multiplied by the scrap value per ton.
More information can be found in Material accounting judgements, estimates and as-
sumptions section with regards of acquired vessels trough the business combination.
Subsequent expenditure relating to property, plant and equipment that has already been
recognised is added to the carrying amount of the asset only when it is probable that fu-
ture economic benefits associated with the item will flow to the Group and the cost of
the item can be measured reliably. All other repair and maintenance expenses are recog-
nised in profit or loss when incurred.
To keep performing their operational activity, the vessels have an obligation to go
through drydock procedures every five years. The costs of the drydock procedures are
capitalised per their purchase price and any costs that are directly attributable to bring-
ing the vessels to the location and condition necessary for the drydock procedures.
The residual value, useful life, and methods of depreciation of property, plant, and equip-
ment are reviewed at each financial year end and adjusted accordingly, if appropriate.
Depreciation is calculated using the straight-line method to allocate their depreciable
amounts over the assets’ estimated useful life. The estimated useful life is as follows:
104
Note 2
Material Accounting Policies Information
Continued from previous page
2.13. Leases
When the Group is the lessor
Lessor – operating leases
The Group leases vessels (the bareboat element relating to hire of the vessel as part of
the time charter contracts) under operating leases to non-related parties. This is classi-
fied as an operational lease, as such leases do not cover a significant part of the eco-
nomic life of the vessels and the Group retains substantially all risks and rewards inci-
dental to ownership of the vessels. Rental income from operating leases is recognised in
profit or loss on an over time basis over the charter period and included in revenue as
stated in Material Accounting Policies section under 2.3.1.1.
Initial direct costs incurred by the Group in negotiating and arranging operating leases
are capitalised and recognised as an expense in profit or loss over the lease term on the
same basis as the lease income.
incentive received. Any initial direct costs that would not have been incurred if the lease
had not been obtained are added to the carrying amount of the right-of-use assets.
The right-of-use asset is subsequently measured at cost, less any accumulated depreci-
ation and impairment losses, and adjusted for any remeasurement of lease liability.
Right-of-use assets are depreciated on a straight-line basis lease term.
b. Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities meas-
ured at the present value of lease payments to be made over the lease term. The lease
payments include fixed payments (including in-substance fixed payments) less any lease
incentives receivable, variable lease payments that depend on an index or a rate, and
amounts expected to be paid under residual value guarantees.
Variable lease payments that do not depend on an index or a rate are recognised as ex-
penses in the period in which the event or condition that triggers the payment occurs.
Utilisation lease fees can be classified as a variable fee.
In calculating the present value of lease payments, the Group uses its incremental bor-
rowing rate at the lease commencement date because the interest rate implicit in the
lease is not readily determinable. After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of interest and reduced for the lease pay-
ments made.
When the Group is the lessee
At the inception of the contract, the Group assesses if the contract contains a lease. A
contract contains a lease if the contract conveys the right to control the use of an identi-
fied asset for a period of time in exchange for consideration. Reassessment is only re-
quired when the terms and conditions of the contract are changed.
a. Right-of-use assets
The Group recognises a right-of-use asset and lease liability at the date which the under-
lying asset is available for use. Right-of-use assets are measured at cost which com-
prises the initial measurement of lease liabilities using an incremental borrowing rate ad-
justed for any lease payments made at or before the commencement date and lease
105
Note 2
Material Accounting Policies Information
Continued from previous page
In addition, the carrying amount of lease liabilities is remeasured if there is a modifica-
tion, a change in the lease term, a change in the lease payments (e.g., changes to future
payments resulting from a change in an index or rate used to determine such lease pay-
ments) or a change in the assessment of an option to purchase the underlying asset.
For the purpose of impairment testing of assets, recoverable amount (i.e. the higher of
the fair value less cost to sell and the value in use) is determined on an individual asset
basis unless the asset does not generate cash flows that are largely independent of
those from other assets. If this is the case, the recoverable amount is determined for the
cash-generating unit (CGU) to which the asset belongs.
If the recoverable amount of the asset or CGU is estimated to be less than its carrying
amount, the carrying amount of the asset or CGU is reduced to its recoverable amount.
The difference between the carrying amount and recoverable amount is recognised as
an impairment loss in profit or loss.
An impairment loss for an asset is reversed if, and only if, there has been a change in the
estimates used to determine the asset’s recoverable amount since the last impairment
loss was recognised.
c. Short-term and low-value leases
The Group has elected to not recognise right-of-use assets and lease liabilities for short-
term leases that have lease terms of 12 months or less and leases of low value-leases.
Lease payments relating to these leases are expensed to profit or loss on a straight-line
basis over the lease term. Short-term and low-value leases consists of cars, coffee ma-
chines, office premises and AV equipment.
2.14. Impairment of non–financial assets
Goodwill
Goodwill is tested for impairment at least once a year or sooner if impairment indication
arises. Impairment testing is performed for each cash-generating unit to which goodwill
is allocated, as determined by Management.
If the carrying amount of intangible assets exceeds the recoverable, an impairment loss
is recognised in profit or loss. Goodwill impairment losses are not subsequently reversed.
Property, plant and equipment and right-of-use-assets
Property, plant and equipment and right-of-use assets are tested for impairment when-
ever there is any objective evidence or indication that these assets may be impaired.
The carrying amount of this asset is increased to its revised recoverable amount, pro-
vided that this amount does not exceed the carrying amount that would have been de-
termined (net of accumulated depreciation) had no impairment loss been recognised for
the asset in prior years.
A reversal of impairment loss for an asset is recognised in profit or loss.
2.15. Financial assets
The classification of financial assets depends on the Group’s business model for manag-
ing the financial assets as well as the contractual terms of the cash flows of the financial
assets.
106
Note 2
Material Accounting Policies Information
Continued from previous page
The Group reclassifies financial assets when and only when its business model for man-
aging those assets changes.
2.17. Trade and other payables
Trade and other payables represent liabilities for goods and services provided to the
Group prior to the end of the financial year which are unpaid. They are classified as cur-
rent liabilities if payment is due within one year or less (or in the normal operating cycle
of the business, if longer). Otherwise, they are presented as non-current liabilities.
Trade and other payables are initially recognised at fair value, and subsequently carried
at amortised cost, using the effective interest method.
(i) At initial recognition
At initial recognition, the Group measures a financial asset at its fair value plus, in the
case of a financial asset not at fair value through profit or loss, transaction costs that are
directly attributable to the acquisition of the financial assets. Transaction costs of finan-
cial assets carried at fair value through profit or loss are expensed in profit or loss.
(ii) At subsequent measurement
Financial assets
Financial assets of the Group mainly comprise of cash and bank balances, trade receiva-
bles and other current assets.
Interest income from these financial assets are recognised using the effective interest
rate method.
2.18. Deferred income
Time charter revenue received in advance and reservation fees are deferred and recog-
nised as current liabilities if the service is due within one year or less. Otherwise, they are
presented as non-current liabilities. Deferred charter hire income is recognised as reve-
nue in profit or loss over time over the period during which the related service is per-
formed.
The Group assesses on forward looking basis the expected credit losses associated with
its financial assets carried at amortised cost.
For trade and other receivables, the Group applied the simplified approach permitted by
IFRS 9, which requires expected lifetime losses to be recognised from initial recognition
of the receivables.
2.19. Financial liabilities
Debt to credit institutions etc. is recognised at the time of borrowing at fair value after
deduction of transaction costs incurred. Subsequently, the financial liabilities are meas-
ured at amortised cost using the "effective interest method", so that the difference be-
tween the proceeds and the nominal value is recognised in the income statement under
financial expenses over the loan period.
2.16. Cash and cash equivalents
Cash and cash equivalents are measured at amortised cost.
A financial liability is derecognised when the obligation under the liability is discharged,
cancelled or expires.
107
Note 2
Material Accounting Policies Information
Continued from previous page
When an existing financial liability is replaced by another from the same lender on sub-
stantially different terms, or the terms of an existing liability are substantially modified,
such an exchange or modification is treated as the derecognition of the original liability
and the recognition of a new liability.
The difference in the respective carrying amounts of the asset and the liability is recog-
nised in the statement of profit and loss.
replaced by another from the same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an exchange or modification is
treated as the derecognition of the original liability and the recognition of a new liability.
Changes in the fair value of derivative financial instruments not designated as hedges
are recognised in the income statement. Certain borrowing facilities when undrawn do
not qualify for hedge accounting. Changes in fair value of these derivative financial in-
struments are therefore recognised in the income statement under “Financial income” or
“Financial expenses” for interest rate swaps.
The amount included in the hedging reserve is the lower of, in absolute amounts, of the
cumulative fair value adjustment of the hedging instrument and the hedged item. Inef-
fectiveness is recognised in the consolidated statement of profit and loss. Further, in
case any modifications occur in the hedged risk, the Group will conduct a comprehen-
sive review and assessment of the hedge relationship. In a recent evaluation, adjust-
ments in debt were carefully assessed in accordance with hedge accounting standards,
resulting in no material changes or implications on hedge accounting.
2.20. Derivatives and hedge accounting
Derivative financial instruments are initially recognised at fair value on the date on which
a derivative contract is entered into and subsequently remeasured at fair value over
profit and loss. Derivatives are carried as financial assets, presented under derivatives
assets, when the fair value is positive and as financial liabilities, presented under deriva-
tives liabilities, when the fair value is negative.
At the inception of a hedge relationship, the Group formally designates and documents
the hedge relationship and the risk management objective and strategy for undertaking
the hedge.
Changes in the fair value of derivative financial instruments designated as cash flow
hedges are recognised in other comprehensive income and presented under “Hedging
reserves” (equity). Where the expected future transactions results in the acquisition of
non-financial assets, any amounts deferred under equity are transferred from equity to
the cost of the asset. Where expected future transaction results in income or expense,
amount deferred under equity are transferred from equity to the income statement in the
same item as the hedged transaction as a reclassification adjustment. Further, the entity
2.21. Share capital
Ordinary shares are classified as equity. When there is a capital increase through the is-
suance of new shares, these shares are recorded at their nominal value.
may transfer the cumulative fair value change recognised within equity upon derecogni-
tion of the hedged item. Borrowing facilities are derecognised when the obligation under
the liability is discharged or cancelled or expires. When an existing financial liability is
2.22. Share premium reserve and retained earnings
Capital increase is categorised as equity. Share premium reserve signifies the capital
contributed by investors exceeding the nominal value of the shares issued, net of any in-
cremental costs directly associated with the issuance of new shares. Retained earnings
include results from previous periods, changes to equity arising from business combina-
tion purchase price, and share-based payments.
108
Note 2
Material Accounting Policies Information
Continued from previous page
2.23. Share based payments
Employees (including senior executives) of the Group receive remuneration in the form
of share-based payments, whereby employees render services as consideration for eq-
uity instruments (equity-settled transactions).
No expense is recognised for awards that do not ultimately vest because non-market
performance and/or service conditions have not been met.
Where awards include a market or non-vesting condition, the transactions are treated as
vested irrespective of whether the market or non-vesting condition is satisfied, provided
that all other performance and/or service conditions are satisfied.
The dilutive effect of outstanding options is reflected as additional share dilution in the
computation of diluted earnings per share in a loss situation only if loss per share de-
creases.
Equity-settled transactions
The cost of equity-settled transactions is determined by the fair value at the date when
the grant is made using an appropriate valuation model.
That cost is recognised in employee benefits expenses, together with a corresponding
increase in equity (retained earnings), over the period in which the service and, where ap-
plicable, the performance conditions are fulfilled (the vesting period). The cumulative ex-
pense recognised for equity-settled transactions at each reporting date until the vesting
date reflects the extent to which the vesting period has expired and the Group’s best es-
timate of the number of equity instruments that will ultimately vest. The expense or
credit in the statement of profit or loss for a period represents the movement in cumula-
tive expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when deter-
mining the grant date fair value of awards, but the likelihood of the conditions being met
is assessed as part of the Group’s best estimate of the number of equity instruments
that will ultimately vest. Market performance conditions are reflected within the grant
date fair value.
Any other conditions attached to an award, but without an associated service require-
ment, are considered to be non-vesting conditions. Non-vesting conditions are reflected
in the fair value of an award and lead to an immediate expensing of an award unless
there are also service and/or performance conditions.
2.24. Currency translation
The financial statements are presented in Euro (EUR), which is also the functional cur-
rency of the Parent Company. For each entity in the Group, the Group determines the
functional currency and items included in the financial statements of each entity are
measured using that functional currency.
Transactions in a currency other than the EUR (“foreign currency”) are translated into
EUR using the exchange rates at the dates of the transactions. Currency exchange dif-
ferences resulting from the settlement of such transactions and from the translation of
monetary assets and liabilities denominated in foreign currencies at the closing rates at
the balance sheet are recognised in profit or loss. Non-monetary items measured at fair
values in foreign currencies are translated using the exchange rates at the date when the
fair values are determined.
Foreign exchange gains and losses impacting profit or loss are presented in the income
statement within finance income or finance expenses.
109
Note 2
Material Accounting Policies Information
Continued from previous page
On consolidation, the assets and liabilities of foreign operations are translated into euros
at the rate of exchange prevailing at the reporting date and their statements of profit or
loss are translated at exchange rates prevailing at the dates of the transactions. The ex-
change differences arising on translation for consolidation are recognised in other com-
prehensive income. On disposal of a foreign operation, the component of other compre-
hensive income relating to that particular foreign operation is reclassified to profit or
loss.
Cash flows from financing activities
Cash flows from financing activities comprise cash flows from instalments on lease liabil-
ities, and interest paid as well as proceeds from issue of shares and debt as well as pre-
payment of borrowings.
2.26. Material accounting judgements, estimates and assumptions
The preparation of the Group’s consolidated financial statements requires management
to make judgements, estimates and assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities, and the accompanying disclosures, and the
disclosure of contingent liabilities. Uncertainty about these assumptions and estimates
could result in outcomes that require a material adjustment to the carrying amount of as-
sets or liabilities affected in future periods.
The key assumptions concerning the future and other key sources of estimation uncer-
tainty at the reporting date, that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial year, are de-
scribed below. The Group based its assumptions and estimates on parameters available
when the consolidated financial statements were prepared. Existing circumstances and
assumptions about future developments, however, may change due to market changes
or circumstances arising that are beyond the control of the Group. Such changes are re-
flected in the assumptions when they occur.
2.25. Cash flow statement
Statement of cash flows
The statement of cash flows shows the Group’s cash flows for the year distributed on
operating, investing and financing activities, net changes for the year in cash and cash
equivalents as well as the Group’s cash and cash equivalents at the beginning and end
of the year.
Positive amounts indicate cash inflows, whereas negative amounts indicate cash out-
flows.
Cash flows from operating activities
Cash flows from operating activities are stated as the profit/loss for the year adjusted
for non-cash operating items such as depreciation, changes in working capital and in-
come tax paid or received. Working capital includes current assets less current liabilities,
excluding cash and cash equivalents.
Estimates
Useful life of vessels
The estimation made regarding the duration of the useful life of the vessels has been
based on, among other things, an analysis made by an external expert. The determined
fatigue analysis is based on the technical specification of the wind turbine installation
vessels (“WTIV”) and comparable vessels, the useful life of the vessels is estimated at 25
years.
Cash flows from investing activities
Cash flows from investing activities comprise cash flows from the acquisition and sale of
non-current assets and businesses.
110
Note 2
Material Accounting Policies Information
Continued from previous page
In 2020, the Group acquired two vessels which had already been in use for 8 years.
Therefore, the remaining useful life of these vessels is estimated at 17 years for all com-
ponents except the jacking system and main crane. These components have a remain-
ing useful life of 3 years from the acquisition of the vessels. In the current year, the main
crane of these vessels is undergoing an upgrade. The old main crane has been disposed
of, and the new main crane is expected to be activated in the new year, matching the re-
maining useful life of the vessels.
and the most recent project pipeline. These cash flows do not include restructuring ac-
tivities or significant future investments which will enhance the performance of the as-
sets or CGU being tested.
The recoverable amount is sensitive to the discount rate used in the DCF model as well
as future cash in-flows and growth rate assumptions, for further information please refer
to Note 18.
In 2023, as part of the business combination, the Group acquired two additional vessels.
One of these vessels was delivered in 2015 and the other in 2012. Similar to the vessels
acquired in 2020, the estimated useful life of these vessels, 25 years when first acquired,
depend on initial delivery. Therefore its useful life is 17 and 14 years, and all components
will have the same useful life. The depreciation will be calculated over the remaining use-
ful life of these vessels.
The residual value, useful life, and methods of depreciation of property, plant, and equip-
ment are reviewed at each financial year end and adjusted accordingly, if appropriate.
Purchase price allocation
In the application of the acquisition method, estimates play a pivotal role in determining
the fair values of acquired assets and assumed liabilities, given the absence of observa-
ble market prices. Valuation techniques primarily involve assessing the present value of
uncertain future cash flows or events at the acquisition date, with more significant esti-
mates typically applied to property, plant, and equipment. Due to inherent uncertainties
in fair value estimation, adjustments during the measurement period may be necessary.
Valuation techniques considered include market-based, income-based, and cost-based
methodologies, prioritised in that order. Key assumptions, such as the remaining useful
life of vessels, inflation, utilisation rates, and day rates, are integral to these methodolo-
gies.
Impairment of non-financial assets
Management is responsible for the identification of internal and external indicators of im-
pairment related to non-financial assets. If indicators of impairment are identified, an im-
pairment test must be performed.
Impairment exists when the carrying value of an asset including right-of-use assets or
CGU exceeds its recoverable amount, which is the higher of fair value less costs of dis-
posal and its value in use. The fair value less costs of disposal calculation is based on
available sales transactions conducted at arm’s length terms, if available. The value in
use calculation is based on a DCF model. The cash flows are derived from the budget
Judgements
Identification of CGU for the purpose of goodwill impairment
For the purpose of testing the Group's vessels the impairment test is performed on a
vessel-by-vessel basis.
111
Note 2
Material Accounting Policies Information
Continued from previous page
For the purpose of testing goodwill for impairment, management has assessed that
Cadeler has two cash generating units (CGUs), being
•
the transport and installation of offshore wind turbine generators and founda-
tions installation vessels (WTGFIV) and
•
the maintenance of offshore wind turbine generators (O&MV)
The WTGFIV CGU is comprised of Cadeler’s O-class vessels and Scylla, which are largely
interchangeable, and the cash flows generated by them are interdependent. These ves-
sels are operated collectively, employed interchangeably, and actively managed to meet
the needs of our customers in that market. Given the technical specifications of vessels,
the WTGFIV vessels are relatively homogenous with a very high degree of interoperabil-
ity. The O&MV CGU is comprised of the vessel Zaratan which has different specifica-
tions, has independent and separable cash flows from the other vessels.
Revenue recognition
Judgement is performed when determining if a contract contains one or more perfor-
mance obligations. Judgements is performed as complexities arise when several types
of customer contracts are bundled.
Both of the judgements have a primary impact on the timing and amount of revenue to
be recognised.
Evaluating the criteria for revenue recognition with contract with customer requires Man-
agement's judgement to assess and determine the following:
• Identification of performance obligations within the contract. This includes assessing
the nature of performance obligations and whether they are distinct or should be com-
bined with other performance obligations to determine whether the performance obliga-
tions are satisfied over time or at a point in time.
• Determine the transaction price, including an assessment of variable consideration in
the contract.
• In contract where many performance obligation are bundled, the allocation of transac-
tion price to performance obligations to determine the stand-alone selling price of each
performance obligation identified in the contract using key assumptions which may in-
clude observable market and expected margin in the activities.
Macroeconomic factors and climate risks
As part of our commitment to transparency and thorough risk management, Cadeler rec-
ognises the significance of macroeconomic factors and climate risks in our financial
evaluations. In navigating an ever-evolving operational landscape, we acknowledge the
importance of factoring in these elements when assessing the useful lives of assets, de-
termining residual values, and conducting Discounted Cash Flow (DCF) analyses for im-
pairment assessments. Management does not currently consider climate risks to have a
material effect on the accounting estimates and judgements for the 2023 consolidate
and parent company financial statements.
Evaluating the criteria for revenue recognition requires management's judgement to as-
sess and identify performance obligations within the contract. This includes assessing
the nature of performance obligations and whether they are distinct or should be com-
bined with other performance obligations to determine whether the performance obliga-
tions are satisfied over time or at a point in time.
In contracts where many activities are bundled judgement is applied in the determination
of the most adequate recognition method and the most adequate measure of progress.
112
Note 2
Material Accounting Policies Information
Continued from previous page
Cadeler's strategic investments in offshore wind assets are in line with our dedication to
sustainability and our contribution to progressing towards a climate-neutral future. We
comprehend the potential impact of climate-related considerations on our operations,
including vulnerabilities within our supply chain due to severe weather events. Further-
more, we acknowledge the uncertainties in macroeconomic conditions arising from
global economic growth rates, political dynamics within the energy sector, currency fluc-
tuations, interest rates, and inflation. Additionally, geopolitical tensions introduce further
complexities that may influence market prospects and pose risks to our operations, par-
ticularly in relation to cyber threats to energy supply.
Through diligent assessment and ongoing review processes, Cadeler remains vigilant in
integrating these factors into our financial evaluations. We are committed to ensuring
that our accounting policies reflect a comprehensive understanding of both macroeco-
nomic factors and climate risks, thereby enhancing the robustness of our impairment
analyses and financial reporting practices.
113
Note 3
Revenue
Disaggregation of revenue from contracts with customers by activity
The following table provides information about disaggregated revenue.
EUR’000
2023
2022
2021
Revenue disaggregation
Time charter services and transportation and installa-
tion services
99,841
104,578
56,449
Other revenue, including fees earned for early termina-
tion by customers of contracts
8,781
1,846
4,489
Total revenue
108,622
106,424
60,938
For the year ended 31 December 2023, lease component, included within time charter
services and transportation and installation,
amounts to EUR 79 million (2022: EUR 91
million; 2021: EUR 43 million).
Transportation and installation revenue
Revenue from Transportation and installation are contracts with customers where the
Group utilises its vessels, equipment and crew to perform the transportation and installa-
tion of offshore wind turbine foundations as well as heavy lifting operations, decommis-
sioning and planning and engineering.
Revenue from transportation and installation activities may, depending on the contract,
represent one or more performance obligations.
Usually a fixed price milestone payment schedule will be agreed upon. The transaction
price may include variable elements, such as related to fuel, commodities, etc. Payment
terms with customers are considered industry standard and do not include a significant
financing component. To the extent possible we obtain payment guarantees to minimise
the credit risk during the contract term.
Time charter and time charter related revenue
Revenues are recognised over time. Revenue from time charter hire services are con-
tracts with customers where the Group utilises its vessels, equipment and crew to deliver
a service to the customer based on either a fixed day rate or milestone deliverables.
Contracts may also include other promises such as mobilisation and demobilisation, ca-
tering and accommodation.
114
Note 3
Revenue
Continued from previous page
Lease and non-lease components of revenue
Revenue from time charter and T&I services include both a lease component (use of the
vessels) and a service component. These components are not treated or priced sepa-
rately in the contracts, nor does the Group offer either of the services separately.
The service component of time charter contracts is primarily derived from crewing costs
with a markup, where the residual is deemed to be the lease component.
EUR’000
2023
2022
2021
Beginning of financial year
3,157
16,156
8,810
Acquisition of businesses
1,913
-
-
Deferred during the year
10,670
2,857
9,097
Recognised as revenue during the year
(1,859)
(15,856)
(1,751)
Total liabilities at end of period
13,881
3,157
16,156
Contract assets and liabilities
Customers are typically invoiced on a monthly basis, when the vessels are on contract.
Sometimes contracts will accrue revenue for work performed and it will be reported as a
contract asset until it is invoiced. For more information about contract assets at the re-
porting period, refer to Note 14.
Major customers
For the year ended 31 December 2023, revenue with three customers each exceeded
10% of total revenue. The revenue derived from these three customers was EUR 44.5
million, EUR 28.5 and EUR 22.7 million respectively.
For the year ended 31 December 2022, revenue with two customers each exceeded 10%
of total revenue. The revenue derived from these two customers was EUR 52.4 million
and EUR 53.2 million respectively.
The contract liabilities relate to consideration received from customers for the unsatis-
fied performance obligation in the charter contracts. Revenue will be recognised when
the related services are provided to the customers.
115
Note 3
Revenue
Continued from previous page
For the year ended 31 December 2021, revenue with two customers also each exceeded
10% of total revenue. The revenue derived from these two customers was EUR 24.6 mil-
lion and EUR 29.1 million respectively.
Operating segments and geographical information
The Group operates four windfarm installation vessels, which are viewed as one seg-
ment. The
vessels operate in a global market and are often redeployed to different re-
gions due to changing customers or contracts. Accordingly, we report our operations as
a single reportable segment.
Contract backlog
The Group's order backlog as of the reported date amount to EUR 1,557 million (2022:
EUR 780 million; 2021: EUR 409). The table below includes announced contracts as of 31
December. EUR 192 million of the backlog pertains to contracts that management ex-
pect to recognise in 2024.
EUR million
2023
2022²
2021²
Contract backlog as of 31 December¹
Within one year
192
84
110
After one year
1,365
696
299
Total
1,557
780
409
1 Contract backlog (excluding bunker) is split between, EUR 1,379 million firm and EUR 178 million options.
2 Contract backlog (excluding bunker) for 2022 was split between, EUR 653 million firm and EUR 127 million op-
tions and for 2021,
EUR 351 million firm and EUR 58 million options.
116
Note 4
Expenses by Nature
EUR’000
Note
2023
2022
2021
Cost of sales
Right of use asset depreciation
19
30
-
-
Insurance
1,573
1,933
1,772
Vessel depreciation
18
22,484
21,664
16,077
Impairment of property, plant and equip-
ment
18
5,000
-
-
Crewing costs paid to a related party and
an external party
27
-
61
11,517
Seafarer payroll
7
15,921
13,089
1,159
Fuel and oil
711
1,113
892
Maintenance
5,121
4,039
2,305
Messing costs
1,448
1,428
1,224
Seafarer travel
2,835
2,589
1,876
Specific charter costs
4,052
2,623
1,239
Utilities
389
689
541
Other operating expenses
294
309
260
Tonnage tax
-
-
17
Total cost of sales
59,858
49,537
38,879
EUR’000
Note
2023
2022
2021
Administrative expenses
Depreciation and amortisation
17, 18, 19
534
1,020
414
Employee compensation
7
18,889
9,905
7,603
Repair and maintenance expenses
1,123
796
161
Legal and professional fees
2,122
1,047
564
Transaction costs
6
7,707
-
-
Rental expenses
751
582
584
Travel expense
985
612
305
Management fees to related party
27
-
-
115
Marketing and entertainment expenses
602
788
159
Other expenses
1,745
946
1,020
Total administrative expenses
34,458
15,696
10,925
117
Note 4
Expenses by Nature
Continued from previous page
Auditor remuneration
Administrative expenses include fees to the auditors appointed by the shareholder at
the Annual General Meeting:
EUR’000
2023
2022
2021
Statutory audit
474
125
92
Other assurance services
1,608
-
8
Tax services
2
105
50
Other services
606
51
14
Total
2,690
281
164
Statutory audit services consist of fees for professional services rendered by EY for the
audit of our annual consolidated financial statements and services that are provided by
the auditor in connection with statutory audit.
Other assurance services including PCAOB re-audits and assurance reports in respect of
pro-forma financial information in in connection with regulatory filings, and review of in-
terim financial information.
Tax services consists of Tax compliance services.
Other services consists of services provided for other permitted services, including fees
for work performed in connection with the U.S. listing in December 2023.
118
Note 5
Other Operating Income
and Expenses
EUR’000
2023
2022
2021
Other operating income
3,000
-
-
Other operating expenses
(2,863)
-
-
Net other operating income and expenses
137
-
-
Other operating income and expenses includes the net gain from the sale of the main
cranes and spare parts of both O-class vessels.
The contract agreement signed for the sale of both main cranes states a purchase price
of EUR 1.5 million for each main crane. In the case of Wind Orca, the book value of the
main crane had been written down, reflecting the value that was expected from the dis-
posal of the assets. Thus, an impairment loss of EUR 5 million was reflected in the profit
and loss. The Osprey main crane had been kept at its carrying amount since there was a
gain from the disposal. The sale of both main cranes is driven by the main crane up-
grades to the O-Class vessels.
119
Note 6
Business combination
On 19 December 2023, Cadeler acquired 86.39% of shares in Eneti Inc. via a share ex-
change offer. The remaining shares were acquired through a squeeze-out merger on 29
December 2023.
About Eneti
Eneti Inc. has been listed for trading on the NYSE since 12 December 2013 and was an in-
ternational shipping company focused on serving the offshore wind and marine-based
renewable energy industry by providing installation and maintenance services through
the operation WTIVs. WTIVs are vessels specifically designed for the transport and instal-
lation of offshore wind turbines, which are power generating devices driven by the kinetic
energy of the wind near-shore or further offshore on coastlines for commercial electricity
generation, onto pre-prepared foundations. Eneti operated its marine energy business
internationally, primarily in Europe and Asia. Eneti generated revenues of USD 141 million
in 2023 with close to 300 employees.
Consideration transferred
The consideration transferred for the shares in Eneti has been made in Cadeler shares by
offering 3.409 ordinary Cadeler shares for one Eneti share. A total of 113,809,868 Cadeler
shares have been exchanged, in return of 86% ownership of Eneti, at a fair value of EUR
441.2 million based on the acquisition date share closing price of NOK 44.10 on the Oslo
Stock Exchange. In addition, in order to acquire shares not tendered, a squeeze out mer-
ger payment of EUR 54.7 million has been settled in cash, in return of 14% ownership of
Eneti. Furthermore, an Eneti financing arrangement was settled by Cadeler immediately
prior to closing. The payment made by Cadeler of EUR 40.9m, has been adjusted in the
transaction price. The total consideration transferred amounts to EUR 536.9 million. Ad-
justed for the fair value of cash and cash equivalents acquired and non-cash considera-
tion, the net cash purchase price received amounts to EUR 10.4 million.
Earnings impact
The acquisition of Eneti has contributed revenues of approximately EUR 3.4 million and
net loss of approximately EUR (1.1) million to the Group for the period 19 December to 31
December 2023.
If the acquisition had occurred on 1 January 2023, the consolidated pro forma revenue
and net loss of the combined Group for the year ended 31 December 2023 would have
been approximately EUR 234 million and EUR (92) million, respectively.
Strategic rationale and synergies
The business combination with Eneti has to combine two leading offshore wind compa-
nies. The combination represents a significant step up in the ability to meet the in-
creased demand globally for larger and more complex projects. Cadeler and Eneti are a
strong match with many potential synergies as a result of similarities in business models,
services and strategies. Additionally, scale remains one of the key competitive ad-
vantages in the offshore installation market with significant expected operational and
commercial benefits driven by an increase in scale, a complementary fleet, and deep in-
dustry relationships, to support the needed green transition.
120
Note 6
Business combination
Continued from previous page
Transaction costs
Total transaction costs recognised amount to EUR 14.7 million, of which EUR 7.7 million
have been recognised as Administrative expenses in the Consolidated Statement of
Profit and Loss and EUR 7.0 million recognised in Equity in the Consolidated Balance
Sheet in relation to issuing of Cadeler shares issued for settling the share-for-share ex-
change offer.
Fair value measurement
Material net assets acquired for which significant estimates have been applied in the fair
value assessment have been recognised using the following valuation techniques:
Property, plant and equipment
Fair value of property, plant and equipment relating to mainly vessels is measured based
on external market valuations at the time of the acquisition carried out by professional
appraisers, substantiated by an income approach, based on the present values of the
expected cash flows.
Receivables
The fair value of acquired trade and other receivables and contract assets amounts to
EUR 29.4 million. Collectability of receivables has been assessed and no adjustments to
the contractual cash flows have been made. As such, it is expected that contractual
amounts can be collected.
Fair value of acquired net assets and recognised goodwill
As the closing of the acquisition was 19 December 2023, the acquisition accounting for
the Eneti acquisition is ongoing, thus net assets, goodwill and contingent assets and lia-
bilities recognised at the reporting date are to some extent still provisional. Adjustments
may be applied to these amounts for a period of up to twelve months from the acquisi-
tion date in accordance with IFRS 3 (revised). Goodwill arising from the acquisition has
not yet been allocated to the cash generating unit.
Goodwill recognised mainly relates to the operational efficiencies and expected syner-
gies from the integration of Eneti into the Cadeler Group. Recognised goodwill is non-
deductible for tax purposes.
121
Note 6
Business combination
Continued from previous page
The provisional fair value of identified net assets and goodwill recognised comprises as
follows:
Fair value of assets acquired and liabilities assumed
19 December
EUR’000
2023
Vessels including dry docks
296,707
Vessel under construction
144,219
Other fixtures & fittings
598
Right-of-use assets
1,033
Trade and other receivables
29,408
Inventories
147
Prepayments
3,821
Cash and cash equivalents
106,056
Total assets
581,989
19 December
EUR’000
2023
Provisions
6,987
Deferred tax liabilities
10,315
Trade and other payables
40,271
Lease liabilities
1,300
Deferred charter hire income
1,937
Current income tax liabilities
1,217
Total liabilities
62,027
Total identifiable net assets at fair value
519,962
Goodwill arising on acquisition
16,919
Purchase price transferred
536,881
Cash and cash equivalents acquired
106,056
Consideration paid in shares
441,228
Net cash purchase price
(10,403)
122
Note 7
Employee Compensation
Onshore - presented within administra-
tive expenses
EUR’000
Note
2023
2022
2021
Wages and salaries
16,957
8,873
6,637
Employer's contribution to defined contribu-
tion plans
847
502
350
Share based payment expense
8
1,134
352
360
Other short-term benefits
611
178
145
19,549
9,905
7,492
Average number of full time employees
113
70
58
Employee compensation includes EUR 660 thousands related to bonus paid, included in
transaction cost. For more information relate administrative expenses (Note 4).
Total
EUR’000
Note
2023
2022
2021
Wages and salaries
31,013
20,566
7,734
Employer's contribution to defined contribu-
tion plans
1,971
1,584
410
Share based payment expense
8
1,134
352
360
Other short-term benefits
1,352
492
147
Total employee compensation
35,470
22,994
8,651
Average number of full time employees
295
232
70
Number of employees at the end of the re-
porting period
570
232
206
Eneti employees, both onshore and offshore, joined the Group by the end of December
2023. Thus, average number of full-time employees as of 2023 reflect the number of em-
ployees divided by 12 months. Eneti had 99 onshore full time employees and 176 seafar-
ers by the end of 2023.
Offshore crew was hired directly by the Company by the end of November 2021. Average
number of full-time employees as of 2021 reflect the number of seafarers. The Company
had 148 seafarers by the end of 2021.
Labor costs related to certain employees who are working on the management of the
newbuilding process have been capitalised. These capitalised costs amount to EUR 1.1 in
2023 and EUR 900 thousands in 2022.
Offshore - presented within cost of sales
EUR’000
Note
2023
2022
2021
Wages and salaries
14,056
11,693
1,097
Employer's contribution to defined contribu-
tion plans
1,124
1,082
60
Other short-term benefits
741
314
2
Total offshore employee compensation
15,921
13,089
1,159
Average number of full time employees
182
162
12
123
Note 8
Long Term Incentive Programs
In December 2021, a new remuneration scheme was agreed starting in January 2022 and
replacing the existing share-based incentive schemes for the majority of eligible employ-
ees. The terms of the programme initiated in December 2021 are:
(i) with effect from 2021, an annual cash bonus up to 12 months of salary for the CEO, and
up to 6 months for selected employees. This bonus is at the discretion of the board and
paid in cash the following January. Bonuses regarding selected employees is expensed
in 2023.
(ii) with effect from 2021, an annual cash bonus up to 3 months of salary for other em-
ployees. This bonus paid based on Company, team and individual performance. The bo-
nus is paid in cash at the end of the calendar year.
(iii) in January 2022, the executive management and selected employees were granted
from 10,393 to 55,430 Restricted Share Units (RSU) which will vest July 2024 and are con-
ditional upon continued employment within Cadeler. The total value of the RSU alloca-
tion is calculated based on the Company's closing share price on Nasdaq Copenhagen
A/S on the day of the grant and the value is EUR 394 thousand (EUR 3.3 per RSU). The
expense recognised in profit and loss for the year amounts to EUR 143 thousand (EUR
157 thousand in 2022). The average remaining contractual life as of 31 December 2023 is
0.5 years.
(iv) in January 2022, the executive management and selected employees were granted
from 10,393 to 55,430 Options in Cadeler shares which will vest May 2024 and expire in
April 2027. The strike price will range from NOK 36.02 to NOK 38.42 depending on the ex-
ercise period and are conditional upon continued employment within Cadeler. The fair
value of these granted options was determined using the Black-Scholes model and the
value is EUR 160 thousand (EUR 1.3 per RSU). The expense recognised in profit and loss
for the year amounts to EUR 62 thousand (EUR 69 thousand in 2022). The average re-
maining contractual life for the options as of 31 December 2023 is 3.3 years.
For the programmes described in (iii) and (iv) the annualised volatility of the shares 48.1%
is based on the historical volatility of the price of shares, annual risk free interest rate of
1%, dividend yield of zero, expected life until expiration date and average share price of
EUR 3.7.
(v) in May 2022, the executive management and selected employees were granted from
43,420 to 221,719 Options in Cadeler shares which will vest in May 2025 and expire in May
2028. The strike price will be NOK 40.24 and is conditional upon continued employment
within Cadeler. The fair value of these granted options was determined using the Black-
Scholes model and the value is EUR 761 thousand (EUR 1.3 per RSU). The expense recog-
nised in profit and loss for the year amounts to EUR 237 thousand. The average remain-
ing contractual life for the options as per 31 December 2023 is 4.3 years. The annualised
volatility of the shares 42.5% is based on the historical volatility of the price of shares,
annual risk free interest rate of 2.8%, dividend yield of zero, expected life until expiration
date and average share price of EUR 3.7.
(vi) in January 2023, the executive management and selected employees were granted
from 19,760 to 130,416 Restricted Share Units which will vest in July 2025 and are condi-
tional upon continued employment within Cadeler. The total value of the RSU allocation
is calculated based on the Black-Scholes model and the value is EUR 1.2 million (EUR 3.0
per RSU). The expense recognised in profit and loss for the year amounts to EUR 498
thousand. The average remaining contractual life is 1.5 years. The average share price is
NOK 36.56.
124
Note 8
Long Term Incentive Programs
Continued from previous page
(vii) In August 2023, the executive management and selected employees were granted
from 88,920 to 385,320 Options in Cadeler shares which will vest in August 2026 and ex-
pire in August 2029. The strike price will be NOK 45.49 and is conditional upon continued
employment within Cadeler. The fair value of these granted options was determined us-
ing the Black-Scholes model and the value is EUR 2.2 million (EUR 1.8 per RSU). The ex-
pense recognised in profit and loss for the year amounts to EUR 250 thousand. The aver-
age remaining contractual life for the options as of 31 December 2023 is 5.5 years.
i.e., in June 2021 and June 2022. The gross monthly salary and share price for the basis of
calculation of the shares to be issued is based on the gross monthly salary of the em-
ployee and share price on the date the incentive will be paid in June 2021 and June 2022.
As stated above this programme was terminated for most of employees and this part is
reversed in equity and in profit and loss as well. The amount reversed regarding 2020 is
EUR 3 thousand and 2021 EUR 167 thousand.
(x) with effect from 2021, a tiered annual bonus scheme for the CEO of the Company
linked to KPIs and business profitability, which is capped at 8 months of gross monthly
salary of the CEO paid in shares. The gross monthly salary and share price for the basis
of calculation of the shares to be issued is based on the gross monthly salary of the CEO
and shares price on the date falling 30 days from the date of filing of the audited ac-
counts of the Company for the financial year.
The annualised volatility of the shares 61.0% is based on the historical volatility of the
price of shares, annual risk free interest rate of 2.68%, dividend yield of zero, expected
life until expiration date and average share price of EUR 3.7.
The Group previously had a share-based incentive scheme for its key employees in con-
nection with the IPO, with the following key terms:
(viii) an incentive varying from 1 to 8 months of salary of the key employee paid in shares
in the event the Offering is successful. The gross monthly salary and share price for the
basis of calculation of the shares to be issued is based on the gross monthly salary of
the employee and share price on the first day of trading of the shares. The initial share
price was set at observable input 27 November 2020 (146,626 shares) and was paid out in
cash at the share price after the vesting period 27 November 2021.
The initial cost was calculated to EUR 504 thousand but was paid out at EUR 734 thou-
sand. The charge to equity amounts to EUR 230 thousand.
(ix) an incentive varying from 2 to 4 months of salary of the key employee paid in shares
for the continuous employment of the employee for each full calendar year of 2020 and
2021. The incentive will be paid with the employee’s salary in June in the following year,
As stated above this programme is terminated and was replaced with a cash bonus. The
programme was accounted for as a cash-based incentive programme for 2021 and the
full cash bonus was expensed for in 2021.
None of these instruments are exercisable at the reporting period.
125
Note 8
Long Term Incentive Programs
Continued from previous page
2023
2022
Executive
Other
Executive
Other
management
employees
management
employees
Outstanding instruments - Options
Number
WAEP¹
Number
WAEP¹
Number
WAEP¹
Number
WAEP¹
Outstanding at 1 January
344,589
3.16
330,963
3.15
-
-
-
-
Granted during the year
622,440
3.64
563,160
3.64
344,589
3.16
330,963
3.15
Forfeited during the year
-
-
-
-
-
-
-
-
Exercised during the year
-
-
-
-
-
-
-
-
Expired during the year
-
-
-
-
-
-
-
-
Outstanding at 31 December
967,029
3.47
894,123
3.46
344,589
3.16
330,963
3.15
2023
2022
Executive
Other
Executive
Other
management
employees
management
employees
Outstanding instruments - RSU
Number
WAEP¹
Number
WAEP¹
Number
WAEP¹
Number
WAEP¹
Outstanding at 1 January
55,430
-
65,823
-
-
-
-
-
Granted during the year
189,696
-
205,504
-
55,430
-
65,823
-
Forfeited during the year
-
-
-
-
-
-
-
-
Exercised during the year
-
-
-
-
-
-
-
-
Expired during the year
-
-
-
-
-
-
-
-
Outstanding at 31 December
245,126
-
271,327
-
55,430
-
65,823
-
1EUR Weighted average exercise price (WAEP).
126