Form: SC TO-T

Tender offer statement by Third Party

September 22, 2026

Documents

SC TO SC TO-T EX-FILING FEES 0002063345 Cadeler plc 0-11 Y N 0002063345 2026-09-16 2026-09-16 0002063345 1 2026-09-16 2026-09-16 0002063345 1 2026-09-16 2026-09-16 0002063345 2 2026-09-16 2026-09-16 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

Table 1: Transaction Valuation

Transaction Valuation

Fee Rate

Amount of Filing Fee

Fees to be Paid 1 $ 2,381,471,372.96 0.0001381 $ 328,881.20
Fees Previously Paid

Total Transaction Valuation:

$ 2,381,471,372.96

Total Fees Due for Filing:

$ 328,881.20

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 319,483.94

Net Fee Due:

$ 9,397.26

Offering Note

1

Estimated solely for the purpose of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the transaction value was calculated as the product obtained by multiplying (i) $6.16875, the average of the high and low sales prices per American Depositary Share of Cadeler A/S ("Cadeler", each representing four (4) Cadeler Shares (as defined below)(each a "Cadeler ADS") on September 15, 2026, as reported by the New York Stock Exchange, divided by four, the Cadeler Share-to-ADS ratio, and (ii) 386,053,341, the estimated maximum number of ordinary shares of Cadeler, with a nominal value of DKK 1.00 per share (each, a "Cadeler Share") (including Cadeler Shares represented by Cadeler ADSs) that may be exchanged in the offer described herein. The amount of the filing fee was calculated in accordance with Rule 0-11(d) under the Exchange Act and Fee Rate Advisory No. 1 for Fiscal Year 2026 beginning on October 1, 2025, issued August 25, 2025, as the product obtained by multiplying the transaction value by 0.0001381.
Table 2: Fee Offset Claims and Sources ☐Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Fee Paid with Fee Offset Source
Fee Offset Claims 1 F-4 333-298599 08/27/2026 $ 319,483.94
Fee Offset Sources Cadeler plc F-4 333-298599 08/27/2026 $ 319,483.94

Explanation of the basis for claimed offset:

1

The Registrant paid $319,483.94 with the submission of its Registration Statement on Form F-4, filed with the Securities and Exchange Commission on August 27, 2026 (File No. 333-298599).